• How Do I Write Corporate Minutes?
• What Legal Documents Should Everyone Have?
• What if I Forgot to File My Florida Corporate Annual Report?
• Who Must File A Florida Corporate Annual Report?
• Do I Need A Lawyer To Establish An LLC In Florida?
• What Considerations are involved in a Corporate Stock Acquisition?
• How Do I Write Corporate Minutes?
• What Do You Mean By Corporate Minutes?
• When I Buy a Business, Am I Buying the Debts?
• Why Do I Have to File Corporate Minutes?
• What Do I Need to Do to Start a Business?
• What Steps Should I Take When I Want To Form An LLC?
• What Steps Should I Take If I Want To Buy A Business?
• Corporate Law Video Index
• Why Should I File an Annual Report?
• What are Director’s Minutes?
• What are Corporate Minutes?
• Do I Need to Keep Corporate Minutes?

Video Summary

What are director’s minutes?  Director’s minutes are the minutes of the directors of corporations.  The director’s function is to give direction to the management on the corporation (the management being the officers of the corporation).  Directors elect who the officers of the corporation are and also make major policy decisions such as opening branch offices and making substantial purchases.  If there is a change in the business plan, they adopt that and you incorporate this all into the director’s minutes, as well as election of the officers each year.

Many times the directors, the officers and the shareholders are all the same when you have a small corporation.  However, if you want to be treated as a corporation you need to act like a corporation and one of the functions is to have directors minutes as well as shareholder minutes.  The directors are elected by the shareholders and we have shareholders minutes.  Once the directors are elected, the directors then elect the officers.  The shareholders don’t directly elect the officers of the corporation.  So you need to have two sets of minutes each year to keep your corporation operating and appearing that it is serving as a corporation.  Otherwise, it can be disregarded or unprotected if it is sued, which is the reason why people like to have corporations. 

There is protection of their individual asset from those who make a suit to “pierce the corporate veil”.  One of the first things they ask for is to look at your corporate record book to see if you do have directors minutes and shareholders minutes and to see if you’ve been conducting business as a corporation (or whether you’ve just been writing checks out to pay your utility bills and treating it as a paper entity.)  So if you have any questions about your corporation, directors minutes or shareholders minutes give me a call at (727) 847-2288. Thank you.

Video Summary

Why should I file an annual report?  Well annual reports are, I believe, due on the first of May and you file those in conjunction with your LLC or your corporation.  It’s a revenue generator for the state of Florida, so you must file an annual report and pay the $150.00 fee.  If you don’t pay it and you want to keep your corporate existence in effect the reinstatement fee is something like $450.00 or $460.00, so the penalty is rather severe.  If you don’t pay the fee, then your corporation or LLC will be administratively dissolved by the Secretary of State. 

The other purpose in filing the annual report is it’s a resource that banks or other people use in dealing with an LLC or corporation to see who the resident agent is, see who the officers are or managing members of an LLC. So if you went to open up a bank account well then they would check with the secretary of state to see who the officers are. 

So, these are very good reasons why you need to file your annual report every year-  because you are going to get dissolved if you don’t and it’s also a resource for people to know who they need to contact in the event that they want to deal with a corporation and verify who the officers of the corporation are, or members of the LLC are.  So if you have any questions or need to have your annual report filed give me a call at (727) 847-2288.