All corporations formed under Florida law are required to hold an annual meeting of shareholders. The annual meeting, like all corporate meetings, should be adequately documented and recorded in minutes that summarize the points discussed and action taken at the meeting. Although Florida law requires all corporations to make and keep appropriate minutes of meetings, the corporation is not required to file the minutes with any state agency.
Annual Meeting Requirements
Section 607.0701 of the Florida Statutes mandates that all corporations conduct an annual meeting of shareholders. The place and time for the meeting should be done in accordance with the bylaws adopted by the corporation when it was formed. The statute permits shareholders to attend the meeting from a remote location by electronic means, so long as the shareholder can effectively participate in the meeting.
Minutes of Annual Meeting
The annual meeting of shareholders is primarily for the election of directors who are responsible for the operation of the corporation's business. However, any corporate business can be conducted at the meeting, such as the directors' appointment of the corporation's president, treasurer and secretary. The minutes are typically recorded by the corporation's secretary or other person appointed at the time of the meeting.
Record Keeping Requirements
Section 607.1601 of the Florida Statutes requires that minutes of all corporate meetings be prepared and kept as part of the corporation's permanent records. Subsection (4)(d) specifically mandates that minutes of all shareholders’ meetings be kept by the corporation for the prior three years. The record of the minutes can be kept in written form or in an electronic format that is readily convertible to written form.
No Filing Requirement
Florida law does not require filing minutes of the annual shareholders' meeting with any state agency. The minutes should be kept with the corporation's other important records, such as the articles of incorporation, bylaws and resolutions of the board of directors. In January 2012, the Florida Department of State issued a consumer alert warning that a private company was mailing misleading notices to corporations stating that the minutes of the annual meeting must be filed with the Department of State.
References & Resources
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