Like many other business owners, the other day I received in my postal mail a curious letter urging me to quickly submit an “Annual Minutes Requirement Statement.” Because this letter came right around the time the Florida Department of State Division of Corporations sends its requirements to corporations to file their annual reports, at first glance, I actually thought it was from the State.
However, when I read further, and saw that it was asking for a check for $125.00 “payable to COMPLIANCE SERVICES” my eyes widened. Who is “Compliance Services”? I wondered. The document urged me to “please reply by January 31, 2011” and included an envelope to submit my $125.00 check along with a filled out “Annual Minutes Requirement Statement” form.
Clever. However, arguably deceptive.
Florida law does require that corporations conduct annual meetings and maintain minutes for these meetings, but there is no requirement that those minutes be filed with the State. There is also no requirement that a corporation pay a fee for drafting its Annual Minutes.
On the other hand, there is a requirement that each corporation file an “annual report” with the State. Not to be confused with annual meeting minutes, the annual report must be filed each year along with a $150.00 fee. If companies do not file the annual report and pay the required $150.00 on time, they can be subject to a late penalty of $400.00 or face administrative dissolution of their corporation.
Annual minutes, on the other hand, are something a company keeps in its own records. They are sometimes prepared by an attorney but often are prepared by the company itself. In Florida, they are never filed with the State – and there is no fee associated with them.
Therefore, be careful: If you receive a letter from Compliance Services – think twice before writing that $125.00 check, and make sure you understand what it is you’re paying for.
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