Fla. Stat. 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:The name of the corporation and the state or country under the law of which it is incorporated;The date of incorporation or, if a foreign corporation, the date on which it was admitted to conduct its affairs in this state;The address of the principal office and the mailing address of the corporation;The corporation’s federal employer identification number, if any, or, if none, whether one has been applied for;The names and business street addresses of its directors and principal officers;The street address of its registered office in this state and the name of its registered agent at that office; andSuch additional information as may be necessary or appropriate to enable the Department of State to carry out the provisions of this act.

(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.

Source: Section 617.1622 — Annual report for Department of State, https://www.­flsenate.­gov/Laws/Statutes/2024/0617.­1622 (accessed Aug. 7, 2025).

617.0102
Reservation of power to amend or repeal
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
617.0141
Notice
617.0202
Articles of incorporation
617.0203
Incorporation
617.0204
Liability for preincorporation transactions
617.0205
Organizational meeting of directors
617.0206
Bylaws
617.0207
Emergency bylaws
617.221
Membership associations
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
617.0501
Registered office and registered agent
617.0502
Change of registered office or registered agent
617.0503
Registered agent
617.0504
Serving process, giving notice, or making a demand on a corporation
617.0505
Distributions
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
617.0721
Voting by members
617.0725
Quorum
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
617.0820
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
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
617.01011
Short title
617.1101
Plan of merger
617.1102
Limitation on merger
617.1103
Approval of plan of merger
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
617.01201
Filing requirements
617.1202
Sale, lease, exchange, or other disposition of corporate property and assets requiring member approval
617.1301
Prohibited distributions
617.01301
Powers of Department of State
617.1302
Authorized distributions
617.1401
Voluntary dissolution of corporation prior to conducting its affairs
617.01401
Definitions
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
Serving process, giving notice, or making a 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
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
617.1806
Conversion to corporation not for profit
617.1807
Conversion to corporation not for profit
617.1808
Application of act to corporation converted to corporation not for profit
617.1809
Limited agricultural association
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
617.2002
Corporation not for profit organized pursuant to s. 2, ch. 87-296
617.2003
Proceedings to revoke articles of incorporation or charter or prevent its use
617.2004
Extinct churches and religious societies
617.2005
Extinct churches and religious societies
617.2006
Incorporation of labor unions or bodies
617.2007
Sponge packing and marketing corporations
617.02011
Incorporators
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
617.05015
Reserved name
617.07401
Members’ derivative actions
617.08101
Compensation of directors

Current through Fall 2025

§ 617.1622. Annual report for Dept. of State's source at flsenate​.gov