Florida Statutes
Fla. Stat. § 607.1622 (2025)
Annual report for department.
✓ 2025 Florida Statutes — current through the 2025 Regular Session
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607.1622 Annual report for department.—
(1) Each domestic corporation and each foreign corporation authorized to transact business in this state shall deliver to the department for filing an annual report that states the following:
(a) The name of the corporation or, if a foreign corporation, the name under which the foreign corporation is authorized to transact business in this state;
(b) The date of its incorporation and, if a foreign corporation, the jurisdiction of its incorporation and the date on which it became qualified to transact business in this state;
(c) The street address of its 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; and
(f) Any additional information that the department has identified as necessary or appropriate to enable the department to carry out the provisions of this chapter.
(2) If an annual report contains the name and address of a registered agent which differs from the information shown in the records of the department immediately before the annual report becomes effective, the differing information in the annual report is considered a statement of change under s. 607.0502 or s. 607.1508, as the case may be.
(3) If an annual report does not contain the information required in this section, the department shall promptly notify the reporting domestic corporation or foreign corporation. If the report is corrected to contain the information required in subsection (1) and delivered to the department within 30 days after the effective date of the notice, it will be considered timely delivered.
(4) The first annual report must be delivered to the department between January 1 and May 1 of the year following the calendar year in which a domestic corporation’s articles of incorporation became effective or a foreign corporation obtained its certificate of authority to transact business in this state. Subsequent annual reports must be delivered to the department between January 1 and May 1 of each calendar year thereafter. If one or more forms of annual report are submitted for a calendar year, the department shall file each of them and make the information contained in them part of the official record. The first form of annual report filed in a calendar year shall be considered the annual report for that calendar year, and each report filed after that one in the same calendar year shall be treated as an amended report for that calendar year.
(5) Information in the annual report must be current as of the date the annual report is delivered to the department for filing.
(6) A domestic corporation or foreign corporation that fails to file an annual report that complies with the requirements of this section may not prosecute or maintain any action in any court of this state until the report is filed and all fees and penalties due under this chapter are paid, and shall be subject to dissolution or cancellation of its certificate of authority to transact business as provided in this chapter.
(7) The department shall prescribe the forms, which may be in an electronic format, 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 chapter.
(8) As a condition of a merger under s. 607.1101, each party to a merger which exists under the laws of this state, and each party to the merger which exists under the laws of another jurisdiction and has a certificate of authority to transact business or conduct its affairs in this state, must be active and current in filing its annual reports in the records of the department through December 31 of the calendar year in which the articles of merger are submitted to the department for filing.
(9) As a condition of a conversion of an entity to a corporation under s. 607.11930, the entity, if it exists under the laws of this state or if it exists under the laws of another jurisdiction and has a certificate of authority to transact business or conduct its affairs in this state, must be active and current in filing its annual reports in the records of the department through December 31 of the calendar year in which the articles of conversion are submitted to the department for filing.
(10) As a condition of a conversion of a domestic corporation to another type of entity under s. 607.11930, the domestic corporation converting to the other type of entity must be active and current in filing its annual reports in the records of the department through December 31 of the calendar year in which the articles of conversion are submitted to the department for filing.
(11) As a condition of a share exchange between a corporation and another entity under s. 607.1102, the corporation, and each other entity that is a party to the share exchange which exists under the laws of this state, and each party to the share exchange which exists under the laws of another jurisdiction and has a certificate of authority to transact business or conduct its affairs in this state, must be active and current in filing its annual reports in the records of the department through December 31 of the calendar year in which the articles of share exchange are submitted to the department for filing.
(12) As a condition of domestication of a domestic corporation into a foreign jurisdiction under s. 607.11920, the domestic corporation domesticating into a foreign jurisdiction must be active and current in filing its annual reports in the records of the department through December 31 of the calendar year in which the articles of domestication are submitted to the department for filing.
History.—s. 156, ch. 89-154; s. 168, ch. 90-179; s. 30, ch. 91-107; s. 10, ch. 91-112; s. 26, ch. 92-319; s. 6, ch. 99-218; s. 41, ch. 2003-283; s. 225, ch. 2019-90; s. 66, ch. 2020-32.
Notes of Decisions
Cited in 18
cases (2 in the last 5 years), 1993–2021 · leading case: Nat'l Judgment Recovery Agency, Inc. v. Harris, 826 So. 2d 1034 (Fla. 4th DCA 2002).
Nat'l Judgment Recovery Agency, Inc. v. Harris, 826 So. 2d 1034 (Fla. 4th DCA 2002). “In the present case, as in Vacation Break, the corporation was administratively dissolved for failing to file annual reports as required by section 607.1622(8), Florida Statutes (1999), which provides: Any corporation failing to file an annual report which complies with the…”
Trans Health Mgmt. Inc. v. Nunziata, 159 So. 3d 850 (Fla. 2d DCA 2014). “On Monday morning, the Estate moved to strike Attorney Rydberg’s notice of appearance and pleadings, contending that she had no authority to represent THMI and that, as a dissolved corporation, THMI was precluded from defending itself by the operation of section 607.1622(8),…”
Levine v. Levine, 734 So. 2d 1191 (Fla. 2d DCA 1999). “" The exception derives from section 607.1622(8), Florida Statutes (1997), which declares that any corporation failing to file its annual report with the Department of State shall not be permitted to maintain or defend any action in any court of this state until such report is…”
Braun v. Buyers Choice Mortg. Corp., 851 So. 2d 199 (Fla. 4th DCA 2003). “The trial court dismissed counts I and II, brought on behalf of Buyers Choice, because it had been administratively dissolved for failing to file annual reports as required by section 607.1622(8), Florida Statutes (1999).”
Andreasen v. Progressive Express Ins. Co., 276 F. Supp. 3d 1317 (S.D. Fla. 2017). “77]; Progressive argues that under Florida Statute § 607.1622(8), Fulton cannot defend itself in this action or file or defend against subsequent lawsuits stemming from the policy.”
Bldg. B1, LLC v. Component Repair Servs., Inc., 224 So. 3d 785 (Fla. 3d DCA 2017). “Building B1 first argues that the amended final judgment in favor of CRS must be reversed because CRS was administratively dissolved by the State of Florida and therefore, pursuant to section 607.1622(8), Florida Statutes (2012), CRS was prohibited from defending against…”
Allied Roofing Indus., Inc. v. Venegas, 862 So. 2d 6 (Fla. 3d DCA 2003). “Section 607.1622 of the Florida Statutes (2003) requires corporations to file annual reports with, and to pay fees and taxes to, the Department of State.”
Pbf of Fort Myers v. D & K P'ship, 890 So. 2d 384 (Fla. 2d DCA 2004). “" The Rosses respond that the issue here is governed by section 607.1622(8), which prohibits a corporation that fails to file its annual report from maintaining or defending any action in any court of this state until such report is filed.”
Cygnet Homes, Inc. v. Kaleny Ltd. of Florida, Inc., 681 So. 2d 826 (Fla. 5th DCA 1996). “Section 607.1622, Florida Statutes (1995) pertains to an undissolved corporation's requirement to provide the Department of State with a sworn annual report.”
Gen. Elec. Capital Corp. v. Nunziata, 124 So. 3d 940 (Fla. 2d DCA 2013). “Section 607.1622(8), Florida Statutes (2004), provided: Any corporation failing to file an annual report which complies with the [filing] requirements of this section shall not be permitted to maintain or defend any action in any court of this state until such report is filed…”
Randolph v. Antioch Farms Feed & Grain, 903 So. 2d 384 (Fla. 2d DCA 2005). “Section 607.1622(8), Florida Statutes (2003), prohibits a dissolved corporation from maintaining any action in any court of this state.”
Hanger Orthopedic Grp., Inc. v. McMurray, 181 F.R.D. 525 (M.D. Fla. 1998). “Fla.Stat. § 607.1622(l)(i). As an employee and director of Brevard Prosthetics, Inc.”
— 607.1622(6) — 1 case
New Life Rehab Med. Ctr. a/a/o Mario Fernandez v. Mercury Ins. Co. of Florida (Fla. 3d DCA 2021).
— 607.1622(8) — 14 cases
Nat'l Judgment Recovery Agency, Inc. v. Harris, 826 So. 2d 1034 (Fla. 4th DCA 2002). “In the present case, as in Vacation Break, the corporation was administratively dissolved for failing to file annual reports as required by section 607.1622(8), Florida Statutes (1999), which provides: Any corporation failing to file an annual report which complies with the…”
Trans Health Mgmt. Inc. v. Nunziata, 159 So. 3d 850 (Fla. 2d DCA 2014). “On Monday morning, the Estate moved to strike Attorney Rydberg’s notice of appearance and pleadings, contending that she had no authority to represent THMI and that, as a dissolved corporation, THMI was precluded from defending itself by the operation of section 607.1622(8),…”
Levine v. Levine, 734 So. 2d 1191 (Fla. 2d DCA 1999). “" The exception derives from section 607.1622(8), Florida Statutes (1997), which declares that any corporation failing to file its annual report with the Department of State shall not be permitted to maintain or defend any action in any court of this state until such report is…”
Braun v. Buyers Choice Mortg. Corp., 851 So. 2d 199 (Fla. 4th DCA 2003). “The trial court dismissed counts I and II, brought on behalf of Buyers Choice, because it had been administratively dissolved for failing to file annual reports as required by section 607.1622(8), Florida Statutes (1999).”
Andreasen v. Progressive Express Ins. Co., 276 F. Supp. 3d 1317 (S.D. Fla. 2017). “77]; Progressive argues that under Florida Statute § 607.1622(8), Fulton cannot defend itself in this action or file or defend against subsequent lawsuits stemming from the policy.”
— 607.1622(l)(i) — 1 case
Hanger Orthopedic Grp., Inc. v. McMurray, 181 F.R.D. 525 (M.D. Fla. 1998). “Fla.Stat. § 607.1622(l)(i). As an employee and director of Brevard Prosthetics, Inc.”
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