How to Maintain Corporation Records in Florida

By David Carnes

Once the Florida Secretary of State accepts your articles of incorporation, your corporation is officially created. A corporation, however, is considered to be an entity separate from its shareholders, and Florida law requires it to comply with certain record-keeping requirements to maintain its existence and limited liability status. The preparation of these records can be time-consuming and require both diligence and expertise. It is particularly important to keep accurate accounting records because failure to do so might result in criminal liability.

Once the Florida Secretary of State accepts your articles of incorporation, your corporation is officially created. A corporation, however, is considered to be an entity separate from its shareholders, and Florida law requires it to comply with certain record-keeping requirements to maintain its existence and limited liability status. The preparation of these records can be time-consuming and require both diligence and expertise. It is particularly important to keep accurate accounting records because failure to do so might result in criminal liability.

Step 1

Retain a certified copy of the corporation's articles of incorporation and any amendments thereto that were issued by the Florida Secretary of State. The articles of incorporation will be sent to the corporation's registered business address shortly after incorporation.

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Step 2

Draft corporate bylaws, have them approved by a shareholders' resolution and keep a copy of them on file with other corporate records. Although you don't have to submit corporate bylaws to any governmental authority, they may be used as evidence in the event of a lawsuit involving the corporation. Corporate bylaws function as a corporate constitution and deal with issues such as voting rights, meetings, transfer of shares, the appointment and removal of directors and officers, and corporate financial policies.

Step 3

Prepare minutes of all meetings of shareholders and the board of directors, and retain them for at least three years. Minutes should include the names of the directors or shareholders who were present and absent; date, place and time of the meeting; matters discussed at the meeting; and text of any resolutions passed at the meeting. The minutes should be signed by a corporate officer and stamped with a corporate seal that displays the name of the corporation along with its state and date of incorporation. The minutes should be presented to the shareholders or directors at the following meeting and approved through a resolution.

Step 4

Keep detailed records of all corporate actions taken without a meeting. In Florida, corporate shareholders may act without a meeting if a quorum of shareholders sign a consent form authorizing the action. Corporate directors may act without a meeting only if all directors sign a consent form authorizing the action. Stamp these records with the corporate seal and keep them for at least three years after they are recorded.

Step 5

Compile a list of all corporate shareholders that includes their names in alphabetical order, their addresses, number and classes of shares held by each shareholder, if applicable. Keep this list in an easily accessible location and update them as the information changes.

Step 6

Maintain an updated list of all corporate directors, including their names and street addresses.

Step 7

Maintain detailed and accurate accounting records. You must record revenues, expenditures, net profits or losses, assets, liabilities, net worth and cash flow. Most corporations compile these records on a monthly basis. The corporation may hire its own accountant or use an independent accounting firm to prepare these records.

Step 8

Prepare annual financial statements. These statements should include an income statement, balance sheet and cash flow statement. The profit and loss statement lists income and expenditures; balance sheet lists assets and liabilities; and cash flow statement lists inflows and outflows of cash. All of these statements should be audited by an independent auditing firm. You do not have to provide these statements to shareholders unless the corporation's shares are publicly traded or a shareholder's agreement or corporate bylaw requires shareholder access. Nevertheless, these records may be audited by the IRS or other state and federal authorities. If the corporation is publicly traded, it must use the information contained in these statements to file Form 10-K with the U.S. Securities and Exchange Commission within 60 days after the end of each fiscal year.

Step 9

Prepare an annual report and submit a copy online to the Florida Department of State by May 1 of each year along with the appropriate filing fee. The annual report must include the name and date of establishment of the corporation, its federal employer identification number, the corporation's e-mail address, mailing address and principal business address, the name and address of the corporation's registered agent, and the names and addresses of the officers and directors. The form must be electronically signed by a corporate officer, and payment may be made by credit card, certified check, money order or Sunbiz E-file Account. Print a copy of this report and keep it with other corporate records.

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