By Bob Murrell
It’s that time of year again! Many of the Annual Meetings for Associations have already taken place and others will take place within the next few months. After we get by the first of the year, it is time for the Annual Corporate Reports to be filed with the Florida Department of State, Division of Corporations. Most of these are filed by the managers once the Annual Meeting has taken place, so that any changes to the directors or officers of the association can be made. In that way the corporate information for the association can be kept up to date.
It is critical that the corporate annual report be filed timely. The report is required to be filed annually, between the months of January 1 and May 1 of each year pursuant to Section 617.1622, Florida Statutes. It is critical for all for-profit corporations to file before May 1 each year because there is a four hundred dollar ($400.00) late fee for a for-profit corporation if the corporate annual report is not timely filed. We don’t have many for-profit condominium or homeowners associations, although there are some. Most condominium or homeowners associations are not-for-profit corporations and not-for-profit corporations are not subject to the four hundred dollar ($400.00) late fee.
Some folks may recall that this late fee in some cases could be waived under 607.193(2)(b), Florida Statutes, if the corporation did not receive the uniform business report from the Division of Corporations. However that waiver provision was removed by the Legislature in 2010. Now there is no such waiver, except in the case where the corporation was administratively dissolved or its certificate of authority was revoked due to its failure to file an annual report and the entity subsequently applied for reinstatement and paid the applicable reinstatement fee.
In addition to receiving notice from the Florida Department of State, Division of Corporations regarding the time to file the Corporate Annual Report, this is also a time of year when the Associations receive “helpful” mail from companies who try to make their mail as official looking and as official sounding as possible, and are seeking to assist the corporation in obtaining a certificate of status or the filing of the Annual Minutes or Annual Corporate Report forms.
As is indicated on the Division of Corporations website under the Consumer Alert section, once an association has been formed, there is no reason to purchase or receive a certificate of status to be considered a valid business entity. Certainly, if the association desires a certificate of status they can order one, but the association can order the certificate of status itself at the time of the filing of the annual report. The certificate of status will only cost the association $8.75.
The association does not want to engage any of the companies who are offering to obtain a certificate of status on behalf of the association in order that the association will be a valid entity. There are various charges by some of these companies but most of them are in the $90 to $125 range. If your association desires to have someone order a certificate of status for your corporation, most any attorney would be more than willing to order you one, or you can go on to the Division of Corporations website and order one yourself.
The other item that always looks confusing to some association boards is the mailing for Annual Minutes or Annual Corporate Record Forms. Our office just received a ton of these on behalf of our clients. Again, they look and sound very authoritative. For just $125 the promoters of these forms will take the information that you send them and then, according to their instructions, they will send you back a set of minutes from the information that you provided. I guess if an association used this service they could put that $125 set of minutes in their minute book right next to the set of minutes that they drafted of their annual meeting for free.
Just be aware that these things are going on. They are neither approved nor endorsed by any government agency and so state on their forms. The best thing that you can do with these documents is to put them in the recycle bin. Be smart, and be aware.
Robert Murrell can be reached at Woodward Pires & Lombardo, P.A., 606 Bald Eagle Drive, Suite 500, Marco Island, FL 34146. Call 239-394-5161 or email Rmurrell@WPL-Legal.Com