It’s not always easy to keep up with state and federal regulations. Small corporations, in particular, may find some requirements confusing or overly time-consuming. For example, you may have heard that corporations should keep minutes of their meetings, but is that a law or just a suggestion? Ask your Florida corporate counsel or business lawyer about making sure your corporate minutes make the grade.
Requirements for Florida Corporations
Florida law says a lot about businesses, from how they are formed to their possible dissolution. Along the way, corporations have to file annual reports to keep their status up-to-date with the Division of Corporations.
The Florida Business Corporation Act (the “Act”) contains Florida laws that Florida corporations need to follow. As with many laws, the language can be challenging to understand and connect between different provisions of the Act. Your Florida corporate counsel or business lawyer can untangle the law and help make sure your company is in compliance at all times.
This includes keeping corporate records. According to Chapter 607 of the Act, corporations must prepare and keep the following records:
- Current Articles of Incorporation,
- Notices to shareholders,
- Current Bylaws,
- Written communications to all shareholders or certain classes of shareholders for the past three years,
- Minutes of all meetings and records of actions taken,
- Names and business street addresses of the corporation’s current directors and officers, and
- The most recent annual report.
Under Florida law, then, corporations do need to keep their corporate minutes up to date.
Reasons for Keeping Corporate Minutes
It’s usually not necessary for corporations to file their corporate minutes with any state agencies. However, certain corporate records have to be available for inspection if necessary. For example, shareholders have the right to inspect and even copy certain records as long as they give the corporation advance notice. Under Section 607.1602 of the Act, shareholders are entitled to see excerpts from the minutes of any meetings held by the board of directors or the corporation’s board committees.
However, there are some restrictions. Generally, a shareholder who wants to inspect the minutes must:
- Make their demand “in good faith and for the proper purpose;”
- Describe “with reasonable particularity” which records they want to inspect and why; and
- Ask to view records directly connected with the purpose they gave for inspecting the records.
If a shareholder asks to see your corporation’s records, talk to your Florida corporate counsel before complying. In the meantime, make sure your corporate records are current and in compliance. Your counsel can help with that, too.
Your Florida Corporate Counsel or Business Lawyer Can Help with Corporate Minutes
Attorney Richard Sierra at the Florida Small Business Center assists clients like you with business and litigation matters. As always, Our Goal Is to Help You Succeed™. For an appointment, you may call us at 1-866-842-5202 or use the contact form on our website. We represent clients throughout the State of Florida, including Coral Springs, Coconut Creek, Boca Raton, Delray Beach, Pompano Beach, Sunrise, Fort Lauderdale, Miami, West Palm Beach, Jupiter, Deerfield Beach, Stuart, Port St. Lucie, Orlando, Naples, Fort Myers, Sarasota, Tampa, and surrounding communities.