The 2023 Florida Statutes (including Special Session C)

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 from cite.case.law:

ANDREASEN, v. PROGRESSIVE EXPRESS INSURANCE COMPANY,, 276 F. Supp. 3d 1317 (S.D. Fla. 2017)

. . . [ECF No. 77]; Progressive argues that under Florida Statute § 607.1622(8), Fulton cannot defend itself . . .

BUILDING LLC, v. COMPONENT REPAIR SERVICES, INC., 224 So. 3d 785 (Fla. Dist. Ct. App. 2017)

. . . because CRS was administratively dissolved by the State of Florida and therefore, pursuant to section 607.1622 . . . Section 607.1622(8) provides: Any corporation failing to file an annual report which complies with the . . .

TRANS HEALTH MANAGEMENT INC. LLC M. LLC, v. NUNZIATA, LLC, v. LLC v. M. LLC LLC, v., 159 So. 3d 850 (Fla. Dist. Ct. App. 2014)

. . . that, as a dissolved corporation, THMI was precluded from defending itself by the operation of section 607.1622 . . . authority to do so and that, even if they did, THMI was precluded from defending itself by section 607.1622 . . . this court was inadequate to determine whether THMI actually fell within the provisions of section 607.1622 . . . dismiss the appeal because it is precluded from prosecuting this appeal by the provisions of section 607.1622 . . . Instead, for those corporations, the specific provisions of section 607.1622(8) control over the more . . .

GENERAL ELECTRIC CAPITAL CORP. v. NUNZIATA,, 124 So. 3d 940 (Fla. Dist. Ct. App. 2013)

. . . Section 607.1622(8), Florida Statutes (2004), provided: Any corporation failing to file an annual report . . .

SELEPRO, INC. v. CHURCH, J Co, 17 So. 3d 1267 (Fla. Dist. Ct. App. 2009)

. . . There, we discussed the interplay of sections 607.1622(8) and 607.1421(3), Florida Statutes. . . .

SEAY OUTDOOR ADVERTISING, INC. v. LOCKLIN,, 965 So. 2d 325 (Fla. Dist. Ct. App. 2007)

. . . Gregg, 733 So.2d 1119 (Fla. 5th DCA 1999), and (ii) section 607.1622(8), Florida Statutes, prohibits . . . The trial court’s order stated: The Court has reviewed Florida Statutes 607.1421 and 607.1622 and the . . . corporation was- administratively dissolved for failing to file its annual report, arguably ‘section 607.1622 . . .

B. RANDOLPH, d b a D D B. v. ANTIOCH FARMS FEED GRAIN CORP. a d b a U. S. Co., 903 So. 2d 384 (Fla. Dist. Ct. App. 2005)

. . . Section 607.1622(8), Florida Statutes (2003), prohibits a dissolved corporation from maintaining any . . .

PBF OF FORT MYERS, INC. v. D K PARTNERSHIP, 890 So. 2d 384 (Fla. Dist. Ct. App. 2004)

. . . The Rosses respond that the issue here is governed by section 607.1622(8), which prohibits a corporation . . . corporation was administratively dissolved for failing to file its annual report, arguably “section 607.1622 . . . Kaleny Ltd. of Florida, 681 So.2d 826 (Fla. 5th DCA 1996), and concluded that “section 607.1622(8) pertains . . . We agree with the rationale of the National Judgment decision, that section 607.1622(8) pertains to existing . . .

ALLIED ROOFING INDUSTRIES, INC. v. VENEGAS,, 862 So. 2d 6 (Fla. Dist. Ct. App. 2003)

. . . Section 607.1622 of the Florida Statutes (2003) requires corporations to file annual reports with, and . . . action in any court of this staté until such report is filed and all fees and taxes due ” are paid. § 607.1622 . . .

F. BRAUN, v. BUYERS CHOICE MORTGAGE CORPORATION, McALOON, a, 851 So. 2d 199 (Fla. Dist. Ct. App. 2003)

. . . because it had been administratively dissolved for failing to file annual reports as required by section 607.1622 . . . held that a corporation, which had been administratively dissolved for failure to comply with section 607.1622 . . .

PARADISE CREATIONS, INC. v. UV SALES, INC., 315 F.3d 1304 (Fed. Cir. 2003)

. . . dissolved for failing to file its annual report, pursuant to Florida Corporation Statutes, chapter 607.1622 . . . Stat. ch. 607.1622(8) (2001). . . . The appellee argued that the appellant lacked capacity under Florida Corporation Statutes chapter 607.1622 . . . The Florida courts are now apparently unanimous that, although under chapter 607.1622 a corporation loses . . .

NATIONAL JUDGMENT RECOVERY AGENCY, INC. v. G. HARRIS, M. BORGIA,, 826 So. 2d 1034 (Fla. Dist. Ct. App. 2002)

. . . corporation was administratively dissolved for failing to file, annual reports as required by section 607.1622 . . . with the above statute, could not defend a lawsuit until it complied with the requirements of section 607.1622 . . . In Cygnet the fifth district held that section 607.1622(8) pertains only to existing corporations which . . .

CANNELLA v. AUTO- OWNERS INSURANCE COMPANY,, 801 So. 2d 94 (Fla. 2001)

. . . Section 607.1622, Florida Statutes (1991), required the corporation to file an annual report setting . . .

VACATION BREAK OF BOCA RATON, INC. a v. C. BREEDEN, a, 765 So. 2d 281 (Fla. Dist. Ct. App. 2000)

. . . Section 607.1622(8), Florida Statutes (1999), provides: Any corporation failing to file an annual report . . . Section 6Q7.1405 and section 607.1622(8) are readily harmonized. . . . shareholders), Florida Statutes (1999), and not to the involuntary dissolution described in section 607.1622 . . .

R. LEVINE, M. D. M. M. D. R. M. D. P. A. a v. R. LEVINE, M. D. W. P. A. a C. P. A. P. A., 734 So. 2d 1191 (Fla. Dist. Ct. App. 1999)

. . . The exception derives from section 607.1622(8), Florida Statutes (1997), which declares that any corporation . . . Arguably, however, section 607.1622(8) would preclude an administratively dissolved corporation’s suit . . . Therefore, section 607.1622(8) would not have justified dismissing its suit. See Diaz v. . . .

HANGER ORTHOPEDIC GROUP, INC. v. McMURRAY,, 181 F.R.D. 525 (M.D. Fla. 1998)

. . . . § 607.1622(l)(i). . . .

SECRETARY OF STATE, B. v. F. MILLIGAN,, 704 So. 2d 152 (Fla. Dist. Ct. App. 1997)

. . . contributions made to the trust fund under sections 199.052(14), 320.02(13), 322.08(7)(a), 327.25(11), and 607.1622 . . . Sections 199.052(14), 320.02(13), 322.08(7)(a), 327.25(11), and 607.1622(l)(h), Florida Statutes (1995 . . .

CYGNET HOMES, INC. v. KALENY LIMITED OF FLORIDA, INC., 681 So. 2d 826 (Fla. Dist. Ct. App. 1996)

. . . Appellee has moved to dismiss this appeal on the grounds that section 607.1622(8), Florida Statutes ( . . . Section 607.1622, Florida Statutes (1996) pertains to an undissolved corporation’s requirement to provide . . . When read within the context of section 607.1622, it is evident that section 607.1622(8) provides the . . .

COX Co. v. GILMORE, Jr., 613 So. 2d 933 (Fla. Dist. Ct. App. 1993)

. . . . § 607.1622, Fla.Stat. (1991). See also Cosmopolitan Distributors, Inc. v. . . .