(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;
Terms Used In Florida Statutes 617.1622
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Department: means the Department of State. See Florida Statutes 631.827
- domestic corporation: means a corporation not for profit, subject to the provisions of this chapter, except a foreign corporation. See Florida Statutes 631.827
- Foreign corporation: means a corporation not for profit organized under laws other than the laws of this state. See Florida Statutes 631.827
- Mail: means the United States mail, facsimile transmissions, and private mail carriers handling nationwide mail services. See Florida Statutes 631.827
- oath: includes affirmations. See Florida Statutes 88.6011
- Trustee: A person or institution holding and administering property in trust.
- writing: includes handwriting, printing, typewriting, and all other methods and means of forming letters and characters upon paper, stone, wood, or other materials. See Florida Statutes 88.6011
(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.