Florida Statute 607.1622 | Lawyer Caselaw & Research

The 2024 Florida Statutes

Title XXXVI
BUSINESS ORGANIZATIONS

Chapter 607
FLORIDA BUSINESS CORPORATION ACT

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F.S. 607.1622

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;

(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.

F.S. 607.1622 on Google Scholar

F.S. 607.1622 on Casetext

Amendments to 607.1622

Arrestable Offenses / Crimes under Fla. Stat. 607.1622

Level: Degree
Misdemeanor/Felony: First/Second/Third

Current data shows no reason an arrest or criminal charge should have occurred directly under Florida Statute 607.1622.

Annotations, Discussions, Cases:

Cases Citing Statute 607.1622

Total Results: 18

ARTHUR J. MORBURGER v. YELLOW FUNDING CORP.

Court: Fla. Dist. Ct. App. | Date Filed: 2021-10-27T00:53:00-07:00

Snippet: of decisional authority and hold that section 607.1622, Florida Statutes, ‘does not preclude a corporation

NEW LIFE REHAB MEDICAL CENTER A/A/O MARIO FERNANDEZ v. MERCURY INSURANCE COMPANY OF FLORIDA

Court: Fla. Dist. Ct. App. | Date Filed: 2021-08-25T00:53:00-07:00

Snippet: omitted). 2 Section 607.1622(8), Florida Statutes (2018), and section 607.1622(6), Florida Statutes …292 So. 3d 37 (Fla. 2d DCA 2020), found section 607.1622(8), Florida Statutes (2018), precludes such a …authority to do business as provided in this act. § 607.1622(8), Fla. Stat. In reconciling these ostensibly… sister courts have narrowly construed section 607.1622(8), Florida Statutes, as pertaining “only to …of decisional authority and hold that section 607.1622, Florida Statutes, “does not preclude a corporation

Building B1, LLC v. Component Repair Services, Inc.

Court: Fla. Dist. Ct. App. | Date Filed: 2017-07-12T00:00:00-07:00

Citation: 224 So. 3d 785, 2017 WL 2961117, 2017 Fla. App. LEXIS 9956

Snippet: of Florida and therefore, pursuant to section 607.1622(8), Florida Statutes (2012), CRS was prohibited…maintaining its own counterclaim. Section 607.1622(8) provides: Any corporation failing to file

Trans Health Management Inc. v. Nunziata

Court: Fla. Dist. Ct. App. | Date Filed: 2014-12-19T00:00:00-08:00

Citation: 159 So. 3d 850, 2014 WL 7202711

Snippet: from defending itself by the operation of section 607.1622(8), Florida Statutes (2011). After an unnoticed…was precluded from defending itself by section 607.1622(8). The Estate also argued that the appeal of …actually fell within the provisions of section 607.1622(8), we appointed a commissioner to make factual…prosecuting this appeal by the provisions of section 607.1622(8). That section provides that a corporation that…corporations, the specific provisions of section 607.1622(8) control over the more general provisions of

General Electric Capital Corp. v. Nunziata

Court: Fla. Dist. Ct. App. | Date Filed: 2013-08-14T00:00:00-07:00

Citation: 124 So. 3d 940, 2013 WL 4081011, 2013 Fla. App. LEXIS 12630

Snippet: annual report with the Department of State. Section 607.1622(8), Florida Statutes (2004), provided: Any corporation

Selepro, Inc. v. Church

Court: Fla. Dist. Ct. App. | Date Filed: 2009-09-23T00:00:00-07:00

Citation: 17 So. 3d 1267, 2009 Fla. App. LEXIS 14085, 2009 WL 3018149

Snippet: There, we discussed the interplay of sections 607.1622(8)[2] and 607.1421(3), Florida Statutes. We held

SEAY OUTDOOR ADVERTISING, INC. v. Locklin

Court: Fla. Dist. Ct. App. | Date Filed: 2007-09-21T00:00:00-07:00

Citation: 965 So. 2d 325

Snippet: .2d 1119 (Fla. 5th DCA 1999), and (ii) section 607.1622(8), Florida Statutes, prohibits a corporation …Court has reviewed Florida Statutes 607.1421 and 607.1622 and the case law. The Court concludes that an …failing to file its annual report, arguably `section 607.1622(8) would preclude an administratively dissolved

Randolph v. ANTIOCH FARMS FEED & GRAIN

Court: Fla. Dist. Ct. App. | Date Filed: 2005-06-17T00:53:00-07:00

Citation: 903 So. 2d 384

Snippet: prior to the institution of this lawsuit. Section 607.1622(8), Florida Statutes (2003), prohibits a dissolved

Pbf of Fort Myers v. D & K Partnership

Court: Fla. Dist. Ct. App. | Date Filed: 2004-12-21T23:53:00-08:00

Citation: 890 So. 2d 384

Snippet: respond that the issue here is governed by section 607.1622(8), which prohibits a corporation that fails to…file its annual report, arguably "section 607.1622(8) would preclude an administratively dissolved…5th DCA 1996), and concluded that "section 607.1622(8) pertains only to existing corporations which…of the National Judgment decision, that section 607.1622(8) pertains to existing corporations which have

Allied Roofing Industries, Inc. v. Venegas

Court: Fla. Dist. Ct. App. | Date Filed: 2003-07-16T00:53:00-07:00

Citation: 862 So. 2d 6

Snippet: pendens. Allied timely appealed. We reverse. Section 607.1622 of the Florida Statutes (2003) requires corporations…filed and all fees and taxes due" are paid. § 607.1622(8), Fla. Stat. (2003)(emphasis added). Failure

Braun v. Buyers Choice Mortg. Corp.

Court: Fla. Dist. Ct. App. | Date Filed: 2003-06-25T00:53:00-07:00

Citation: 851 So. 2d 199

Snippet: to file annual reports as required by section 607.1622(8), Florida Statutes (1999). In doing so, the …administratively dissolved for failure to comply with section 607.1622(8), could not defend a lawsuit until it complied

National Judgment Recovery Agency, Inc. v. Harris

Court: Fla. Dist. Ct. App. | Date Filed: 2002-07-31T00:53:00-07:00

Citation: 826 So. 2d 1034

Snippet: to file annual reports as required by section 607.1622(8), Florida Statutes (1999), which provides: Any…until it complied with the requirements of section 607.1622(8) that an annual report be filed and fees and…In Cygnet the fifth district held that section 607.1622(8) pertains only to existing corporations which

Cannella v. Auto-Owners Ins. Co.

Court: Fla. | Date Filed: 2001-11-14T23:53:00-08:00

Citation: 801 So. 2d 94

Snippet: on behalf of the dissolved corporation. Section 607.1622, Florida Statutes (1991), required the corporation

Vacation Break of Boca Raton, Inc. v. Breeden

Court: Fla. Dist. Ct. App. | Date Filed: 2000-08-16T00:53:00-07:00

Citation: 765 So. 2d 281

Snippet: default order was subsequently rendered. Section 607.1622(8), Florida Statutes (1999), provides: Any corporation…that it does not. Section 607.1405 and section 607.1622(8) are readily harmonized. Clearly, a dissolved…the involuntary dissolution described in section 607.1622(8). We certify conflict with Cygnet Homes, Inc

Levine v. Levine

Court: Fla. Dist. Ct. App. | Date Filed: 1999-07-02T00:53:00-07:00

Citation: 734 So. 2d 1191

Snippet: 607.1405...." The exception derives from section 607.1622(8), Florida Statutes (1997), which declares that…action to judgment. Arguably, however, section 607.1622(8) would preclude an administratively dissolved…administrative dissolution. Therefore, section 607.1622(8) would not have justified dismissing its suit

Secretary of State v. Milligan

Court: Fla. Dist. Ct. App. | Date Filed: 1997-12-07T23:53:00-08:00

Citation: 704 So. 2d 152

Snippet: 14), 320.02(13), 322.08(7)(a), 327.25(11), and 607.1622(1)(h), Florida Statutes. The trial judge concluded…14), 320.02(13), 322.08(7)(a), 327.25(11), and 607.1622(1)(h), Florida Statutes (1995). These sections

Cygnet Homes, Inc. v. Kaleny Ltd. of Florida, Inc.

Court: Fla. Dist. Ct. App. | Date Filed: 1996-10-11T00:53:00-07:00

Citation: 681 So. 2d 826

Snippet: within the context of section 607.1622, it is evident that section 607.1622(8) provides the penalty for …dismiss this appeal on the grounds that section 607.1622(8), Florida Statutes (1995) bars an administratively…its business. We agree with appellant. Section 607.1622, Florida Statutes (1995) pertains to an undissolved

Cox v. Gilmore

Court: Fla. Dist. Ct. App. | Date Filed: 1993-02-02T00:00:00-08:00

Citation: 613 So. 2d 933, 1993 Fla. App. LEXIS 1445, 1993 WL 20362

Snippet: PER CURIAM. Affirmed. § 607.1622, Fla.Stat. (1991). See also Cosmopolitan Distributors, Inc.