What Is the Requirement for Annual Meeting Minutes for Florida Corporations?

By Edward A. Haman, J.D.

What Is the Requirement for Annual Meeting Minutes for Florida Corporations?

By Edward A. Haman, J.D.

All Florida corporations are required to hold an annual meeting of shareholders and to keep minutes of those meetings. To adhere to this requirement, you'll need to know the basic requirements for the annual meeting and what type of minutes should be kept.

Businessmen seated around conference table with papers in front of them

Minutes, Defined

Corporate minutes are simply a written summary of what takes place at meetings of a corporation's shareholders or its board of directors.

Legal Requirements for Annual Meetings

The legal requirements for the annual meeting of shareholders are outlined in two places: the Florida statutes governing corporations, and the bylaws of the corporation.

According to the Florida laws governing corporations, a corporation is required to hold an annual meeting of its shareholders. The primary purpose of this meeting is to elect a board of directors. Unless otherwise provided in the bylaws of the corporation, the meeting may be held anywhere—even outside of Florida.

Written notice must be given to the shareholders of the date and time of the meeting, anywhere from 10 to 60 days before the meeting. If no place is stated in the bylaws or the written notice, the meeting must be held at the principal office of the corporation.

If allowed by either the bylaws or the procedures adopted by the board of directors, shareholders are permitted to participate in the meeting by being physically present, by some form of remote communication, or by proxy (which is written authority for another shareholder to act on his or her behalf). Remote communication is not defined, but would presumably include by some form of written, telephone, or internet communication. Also, it might be possible to conduct a shareholders meeting through some form of conference phone call or internet conferencing.

More details about the requirements for annual meetings may be found in Sections 607.0701 through 607.0706, Florida Statutes.

Requirements for Corporate Meeting Minutes

In addition to the requirement for an annual shareholders meeting, Florida law requires the corporation to “keep as permanent records minutes of all meetings of its shareholders." No other details for the minutes are specified in the law.

As a practical matter, minutes of the annual shareholders meeting should include:

  • The date, time, and place of the meeting
  • A statement as to the manner in which notice of the meeting was given to shareholders
  • A statement that the required number of shareholders were present to constitute a quorum—in person, by remote communication, or by proxy.
  • A record of the vote on the election of members of the board of directors
  • A record of any other matters discussed, and the vote on such matters

Typically, a current corporate officer, usually the corporate secretary, will keep the minutes. The minutes must be in writing or “in another form capable of conversion into written form within a reasonable time." That is, minutes may be kept in digital form on a computer. Minutes must be kept for a period of three years, but do not need to be filed with the state.

Failure to Comply

Florida law does not mention any penalties for failure to comply with either the requirement for an annual shareholders meeting or the requirement to keep minutes of the meeting. To the contrary, it specifically states that failure to hold an annual meeting “does not affect the validity of any corporate action and shall not work a forfeiture of or dissolution of the corporation."

However, the failure to hold an annual meeting, or to keep adequate minutes, may be used in a lawsuit seeking to hold directors or shareholders personally liable for acts of the corporation. It could also be used in a lawsuit by shareholders seeking to invalidate actions of the corporation or its board of directors. Not being able to produce minutes could also have an adverse effect in a tax audit, as it may make auditors question the adequacy of all corporate records.

This portion of the site is for informational purposes only. The content is not legal advice. The statements and opinions are the expression of author, not LegalZoom, and have not been evaluated by LegalZoom for accuracy, completeness, or changes in the law.