Florida law requires all businesses to file an annual report with the Florida Department of State, Division of Corporations (the “Department”). Annual reports are due between January 1 and May 1 of the year following the calendar year in which the business’ articles of organization/incorporation became effective or the foreign entity obtained a certificate of authority to transact business in this state. If annual reports are not filed, businesses could incur penalties or even worse, potential administrative dissolution of the business. Annual reports must be filed with the Department between January 1 and May 1 of each calendar year thereafter.
Electronic Filing of Annual Reports – Proceed with Caution
Several business owners, authorized representatives, or their registered agents, file annual reports on behalf of the business entity every year using the Department’s online filing system on sunbiz.org. However, many business owners are not aware that any individual, whether they are associated with the business or not, has access to the online filing system to file the business’ annual report, which in turn, can lead to business identity theft and fraudulent filings.
This issue was recently addressed by the Florida House of Representatives, and later adopted, and amended Chapters 605 (Florida Revised Limited Liability Act), 607 (Florida Business Corporation Act), 617 (Corporations Not for Profit), and 620 (Partnership Laws) of the Florida Statutes, with similar language addressing the process for correcting business records and implementing requirements on behalf of the Department to notify business owners when business filings and any changes are filed.
Email Notifications
Effective as of July 1, 2018, the Department is required to provide e-mail notification of the filing to the e-mail address on file with the Department, or must send a copy of the document to the address of the business or authorized agent. As an additional safeguard, if the business e-mail or mailing address on file was altered, the Department must send notice to both the new and old addresses on file to provide notice of the change.
Business Owner’s Responsibility
It is important to note that the burden remains on the business owner to validate that their business filing is accurate and current. According to the Florida Statutes, a statement of correction that is filed to correct false, misleading, or fraudulent information is not subject to a fee by the Department, if the statement of correction is delivered to the Department within 15 days after the notification. However, often times business owners will not notice the falsified change within the stated time period, and become victims to business identity theft, and therefore, have to take reactive, protective procedures.
The bottom line is that the burden is on each individual business owner to monitor their business filings, in order to minimize the risk of fraudulent filings. Several businesses have chosen to appoint a third party to file their annual report, as a protective measure to ensure that their business filings are timely. However, many third party appointees may not review and verify the accuracy of the business’ information online, when filing the annual report. Therefore, it is the business owner’s responsibility to make sure that all of the information and filings are current and correct.
Our Business and Tax attorneys at the Henderson Franklin are available to assist you with safeguarding your business. Please feel free to contact us at (239) 344-1100 or via e-mail at sara.qureshi@henlaw.com.