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.

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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: District Court of Appeal of Florida | Date Filed: 2021-10-27

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: District Court of Appeal of Florida | Date Filed: 2021-08-25

Snippet: 292 So. 3d 37 (Fla. 2d DCA 2020), found section 607.1622(8), Florida Statutes (2018), precludes such a

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

Court: District Court of Appeal of Florida | Date Filed: 2017-07-12

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

Trans Health Management Inc. v. Nunziata

Court: District Court of Appeal of Florida | Date Filed: 2014-12-19

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

General Electric Capital Corp. v. Nunziata

Court: District Court of Appeal of Florida | Date Filed: 2013-08-14

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: District Court of Appeal of Florida | Date Filed: 2009-09-23

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: District Court of Appeal of Florida | Date Filed: 2007-09-21

Citation: 965 So. 2d 325, 2007 Fla. App. LEXIS 14681, 2007 WL 2733935

Snippet: 2d 1119 (Fla. 5th DCA 1999), and (ii) section 607.1622(8), Florida Statutes, prohibits a corporation

Randolph v. ANTIOCH FARMS FEED & GRAIN

Court: District Court of Appeal of Florida | Date Filed: 2005-06-17

Citation: 903 So. 2d 384, 2005 WL 1412043

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: District Court of Appeal of Florida | Date Filed: 2004-12-22

Citation: 890 So. 2d 384, 2004 WL 2952841

Snippet: respond that the issue here is governed by section 607.1622(8), which prohibits a corporation that fails to

Allied Roofing Industries, Inc. v. Venegas

Court: District Court of Appeal of Florida | Date Filed: 2003-07-16

Citation: 862 So. 2d 6, 2003 Fla. App. LEXIS 10825, 2003 WL 21658275

Snippet: pendens. Allied timely appealed. We reverse. Section 607.1622 of the Florida Statutes (2003) requires corporations

Braun v. Buyers Choice Mortg. Corp.

Court: District Court of Appeal of Florida | Date Filed: 2003-06-25

Citation: 851 So. 2d 199, 2003 WL 21458581

Snippet: to file annual reports as required by section 607.1622(8), Florida Statutes (1999). In doing so, the

National Judgment Recovery Agency, Inc. v. Harris

Court: District Court of Appeal of Florida | Date Filed: 2002-07-31

Citation: 826 So. 2d 1034, 2002 WL 1758254

Snippet: to file annual reports as required by section 607.1622(8), Florida Statutes (1999), which provides: Any

Cannella v. Auto-Owners Ins. Co.

Court: Supreme Court of Florida | Date Filed: 2001-11-15

Citation: 801 So. 2d 94, 26 Fla. L. Weekly Supp. 754, 2001 Fla. LEXIS 2273, 2001 WL 1422463

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: District Court of Appeal of Florida | Date Filed: 2000-08-16

Citation: 765 So. 2d 281, 2000 WL 1153971

Snippet: default order was subsequently rendered. Section 607.1622(8), Florida Statutes (1999), provides: Any corporation

Levine v. Levine

Court: District Court of Appeal of Florida | Date Filed: 1999-07-02

Citation: 734 So. 2d 1191, 1999 WL 445693

Snippet: 607.1405...." The exception derives from section 607.1622(8), Florida Statutes (1997), which declares that

Secretary of State v. Milligan

Court: District Court of Appeal of Florida | Date Filed: 1997-12-08

Citation: 704 So. 2d 152, 1997 WL 765659

Snippet: 052(14), 320.02(13), 322.08(7)(a), 327.25(11), and 607.1622(1)(h), Florida Statutes. The trial judge concluded

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

Court: District Court of Appeal of Florida | Date Filed: 1996-10-11

Citation: 681 So. 2d 826, 1996 Fla. App. LEXIS 10450, 1996 WL 583161

Snippet: dismiss this appeal on the grounds that section 607.1622(8), Florida Statutes (1995) bars an administratively

Cox v. Gilmore

Court: District Court of Appeal of Florida | Date Filed: 1993-02-02

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. v. Lehnert