Florida Statutes
Chapter 617 - Corporations Not for Profit
617.1622 - Annual Report for Department of State.


(1) Each domestic and each foreign corporation authorized to conduct its affairs in this state shall deliver to the Department of State for filing a sworn annual report, on such form as the Department of State prescribes, that sets forth:
(a) The name of the corporation and the state or country under the law of which it is incorporated;
(b) The date of incorporation or, if a foreign corporation, the date on which it was admitted to conduct its affairs in this state;
(c) The address of the principal office and the mailing address of the corporation;
(d) The corporation’s federal employer identification number, if any, or, if none, whether one has been applied for;
(e) The names and business street addresses of its directors and principal officers;
(f) The street address of its registered office in this state and the name of its registered agent at that office; and
(g) Such additional information as may be necessary or appropriate to enable the Department of State to carry out the provisions of this act.

(2) The deposit of such report, on or before May 1, in the United States mail in a sealed envelope, properly addressed with postage prepaid, constitutes compliance with subsection (1).
(3) If an annual report does not contain the information required by subsection (1), the Department of State shall promptly notify the reporting domestic or foreign corporation in writing and return the report to it for correction. If the report is corrected to contain the information required by subsection (1) and delivered to the Department of State within 30 days after the effective date of notice, it is deemed to be timely filed.
(4) Each annual report must be executed by the corporation by an officer or director or, if the corporation is in the hands of a receiver or trustee, must be executed on behalf of the corporation by such receiver or trustee, and the signing of the annual report shall have the same legal effect as if made under oath, without the necessity of appending such oath thereto.
(5) The first annual report must be delivered to the Department of State between January 1 and May 1 of the year following the calendar year in which a domestic corporation was incorporated or a foreign corporation was authorized to conduct affairs. Subsequent annual reports must be delivered to the Department of State between January 1 and May 1 of the subsequent calendar years.
(6) Information in the annual report must be current as of the date the annual report is executed on behalf of the corporation.
(7) If an additional report is received, the department shall file the document and make the information contained therein part of the official record.
(8) Any corporation that fails to file an annual report which complies with the requirements of this section may not maintain or defend any action in any court of this state until such report is filed and all fees and taxes due under this act are paid, and such corporation is subject to dissolution or cancellation of its certificate of authority to conduct its affairs as provided in this act.
(9) The department shall prescribe the forms on which to make the annual report called for in this section and may substitute the uniform business report, pursuant to s. 606.06, as a means of satisfying the requirement of this section.
History.—s. 107, ch. 90-179; s. 28, ch. 92-319; s. 74, ch. 93-281; s. 9, ch. 99-218; s. 41, ch. 2001-63.

Structure Florida Statutes

Florida Statutes

Title XXXVI - Business Organizations

Chapter 617 - Corporations Not for Profit

617.01011 - Short Title.

617.0102 - Reservation of Power to Amend or Repeal.

617.01201 - Filing Requirements.

617.0121 - Forms.

617.0122 - Fees for Filing Documents and Issuing Certificates.

617.0123 - Effective Date of Document.

617.0124 - Correcting Filed Document.

617.0125 - Filing Duties of Department of State.

617.0126 - Appeal From Department of State’s Refusal to File Document.

617.0127 - Evidentiary Effect of Copy of Filed Document.

617.0128 - Certificate of Status.

617.01301 - Powers of Department of State.

617.01401 - Definitions.

617.0141 - Notice.

617.02011 - Incorporators.

617.0202 - Articles of Incorporation; Content.

617.0203 - Incorporation.

617.0204 - Liability for Preincorporation Transactions.

617.0205 - Organizational Meeting of Directors.

617.0206 - Bylaws.

617.0207 - Emergency Bylaws.

617.0301 - Purposes and Application.

617.0302 - Corporate Powers.

617.0303 - Emergency Powers.

617.0304 - Ultra Vires.

617.0401 - Corporate Name.

617.0403 - Registered Name; Application; Renewal; Revocation.

617.0501 - Registered Office and Registered Agent.

617.05015 - Reserved Name.

617.0502 - Change of Registered Office or Registered Agent; Resignation of Registered Agent.

617.0503 - Registered Agent; Duties; Confidentiality of Investigation Records.

617.0504 - Service of Process, Notice, or Demand on a Corporation.

617.0505 - Distributions; Exceptions.

617.0601 - Members, Generally.

617.0604 - Liability of Members.

617.0605 - Transfer of Membership Interests.

617.0606 - Resignation of Members.

617.0607 - Termination, Expulsion, and Suspension.

617.0608 - Purchase of Memberships.

617.0701 - Meetings of Members, Generally; Failure to Hold Annual Meeting; Special Meeting; Consent to Corporate Actions Without Meetings; Waiver of Notice of Meetings.

617.0721 - Voting by Members.

617.0725 - Quorum.

617.07401 - Members’ Derivative Actions.

617.0801 - Duties of Board of Directors.

617.0802 - Qualifications of Directors.

617.0803 - Number of Directors.

617.0806 - Staggered Terms for Directors.

617.0807 - Resignation of Directors.

617.0808 - Removal of Directors.

617.0809 - Board Vacancy.

617.08101 - Compensation of Directors.

617.0820 - Meetings.

617.0821 - Action by Directors Without a Meeting.

617.0822 - Notice of Meetings.

617.0823 - Waiver of Notice.

617.0824 - Quorum and Voting.

617.0825 - Board Committees and Advisory Committees.

617.0830 - General Standards for Directors.

617.0831 - Indemnification and Liability of Officers, Directors, Employees, and Agents.

617.0832 - Director Conflicts of Interest.

617.0833 - Loans to Directors or Officers.

617.0834 - Officers and Directors of Certain Corporations and Associations Not for Profit; Immunity From Civil Liability.

617.0835 - Prohibited Activities by Private Foundations.

617.0840 - Required Officers.

617.0841 - Duties of Officers.

617.0842 - Resignation and Removal of Officers.

617.0843 - Contract Rights of Officers.

617.0901 - Reincorporation.

617.1001 - Authority to Amend the Articles of Incorporation.

617.1002 - Procedure for Amending Articles of Incorporation.

617.1006 - Contents of Articles of Amendment.

617.1007 - Restated Articles of Incorporation.

617.1008 - Amendment Pursuant to Reorganization.

617.1009 - Effect of Amendment.

617.1101 - Plan of Merger.

617.1102 - Limitation on Merger.

617.1103 - Approval of Plan of Merger; Abandonment of Plan Thereafter.

617.1105 - Articles of Merger.

617.1106 - Effect of Merger.

617.1107 - Merger of Domestic and Foreign Corporations.

617.1108 - Merger of Domestic Corporation and Other Eligible Entities.

617.1201 - Secured Transactions and Other Dispositions of Corporate Property and Assets Not Requiring Member Approval.

617.1202 - Sale, Lease, Exchange, or Other Disposition of Corporate Property and Assets Requiring Member Approval.

617.1301 - Prohibited Distributions.

617.1302 - Authorized Distributions.

617.1401 - Voluntary Dissolution of Corporation Prior to Conducting Its Affairs.

617.1402 - Dissolution of Corporation.

617.1403 - Articles of Dissolution.

617.1404 - Revocation of Dissolution.

617.1405 - Effect of Dissolution.

617.1406 - Plan of Distribution of Assets.

617.1407 - Unknown Claims Against Dissolved Corporation.

617.1408 - Known Claims Against Dissolved Corporation.

617.1420 - Grounds for Administrative Dissolution.

617.1421 - Procedure for and Effect of Administrative Dissolution.

617.1422 - Reinstatement Following Administrative Dissolution.

617.1423 - Appeal From Denial of Reinstatement.

617.1430 - Grounds for Judicial Dissolution.

617.1431 - Procedure for Judicial Dissolution.

617.1432 - Receivership or Custodianship.

617.1433 - Judgment of Dissolution.

617.1440 - Deposit With Department of Financial Services.

617.1501 - Authority of Foreign Corporation to Conduct Affairs Required.

617.1502 - Consequences of Conducting Affairs Without Authority.

617.1503 - Application for Certificate of Authority.

617.1504 - Amended Certificate of Authority.

617.1505 - Effect of Certificate of Authority.

617.1506 - Corporate Name of Foreign Corporation.

617.1507 - Registered Office and Registered Agent of Foreign Corporation.

617.1508 - Change of Registered Office and Registered Agent of Foreign Corporation.

617.1509 - Resignation of Registered Agent of Foreign Corporation.

617.1510 - Service of Process, Notice, or Demand on a Foreign Corporation.

617.1520 - Withdrawal of Foreign Corporation.

617.1530 - Grounds for Revocation of Authority to Conduct Affairs.

617.1531 - Procedure for and Effect of Revocation.

617.1532 - Appeal From Revocation.

617.1533 - Reinstatement Following Revocation.

617.1601 - Corporate Records.

617.1602 - Inspection of Records by Members.

617.1603 - Scope of Inspection Right.

617.1604 - Court-Ordered Inspection.

617.1605 - Financial Reports for Members.

617.1606 - Access to Records.

617.1622 - Annual Report for Department of State.

617.1623 - Corporate Information Available to the Public; Application to Corporations Incorporated by Circuit Courts and by Special Act of the Legislature.

617.1701 - Application to Existing Domestic Corporation.

617.1702 - Application to Qualified Foreign Corporations.

617.1703 - Application of Chapter.

617.1711 - Application to Foreign and Interstate Commerce.

617.1803 - Domestication of Foreign Not-for-Profit Corporations.

617.1805 - Corporations for Profit; When May Become Corporations Not for Profit.

617.1806 - Conversion to Corporation Not for Profit; Petition and Contents.

617.1807 - Conversion to Corporation Not for Profit; Authority of Circuit Judge.

617.1808 - Application of Act to Corporation Converted to Corporation Not for Profit.

617.1809 - Limited Agricultural Association; Conversion to a Domestic Corporation Not for Profit.

617.1904 - Estoppel.

617.1907 - Effect of Repeal or Amendment of Prior Acts.

617.1908 - Applicability of Florida Business Corporation Act.

617.2001 - Corporations Which May Be Incorporated Hereunder; Incorporation of Certain Medical Services Corporations.

617.2002 - Corporation Not for Profit Organized Pursuant to S. 2, Ch. 87-296; Requirements.

617.2003 - Proceedings to Revoke Articles of Incorporation or Charter or Prevent Its Use.

617.2004 - Extinct Churches and Religious Societies; Property.

617.2005 - Extinct Churches and Religious Societies; Dissolution.

617.2006 - Incorporation of Labor Unions or Bodies.

617.2007 - Sponge Packing and Marketing Corporations.

617.2101 - Corporation Authorized to Act as Trustee.

617.2102 - Fines and Penalties Against Members.

617.2104 - Florida Uniform Prudent Management of Institutional Funds Act.

617.2105 - Corporation Issued a Deed to Real Property.

617.221 - Membership Associations.