Understanding Annual Meeting Minutes Vs. State Annual Reports

Understanding Annual Tax Requirements

Both LLCs and corporations have specific tax requirements they must follow each year. When it comes to annual filings with the state, it’s easy to confuse the State Annual Report and the Annual Corporate Meeting Minutes. Keep reading to learn the difference.

Annual Meeting Minutes

All nonprofits, C corps and S corps are required to hold a minimum of 1 annual meeting, for the purpose of reelecting officers and directors, and discussing corporate goals achieved during the year. Meeting minutes are typically due during the anniversary month that your corporation was founded, unless otherwise specified in the corporate bylaws. Minutes should include basic information, such as:

• Date, time and place of meeting
• Individuals in attendance
• Meeting agenda with a brief description of each item
• Any voting actions that took place, whether approved or denied
• Voting results, and the manner in which individuals voted
• If applicable, list the late arrival or early departure of any attendees with specific times and a special note for each

Minutes do not get filed anywhere, but rather are internal company records kept in the Corporate Book. Special meetings may also be needed throughout the year to record major corporate changes, such as buying and selling real estate, selling shares of stock, changing business locations, and electing new officers.

While LLCs are not required to keep meeting minutes, if your LLC is taxed as a corporate entity, it is recommended to do so as proof that your business is in compliance with state and IRS laws.

Annual Reports

Corporations and LLCs in the state of Florida must file their Annual Reports by May 1^st , and most other states have similar annual report due dates. The primary purpose of the Annual Report is to provide the state with updated information on your business that can be easily accessed by the public. These reports also provide the state government with an additional source of revenue from the fees imposed on all businesses. Annual reports might include information such as:

• The primary business address
• Names and addresses of those in management
• Name of the registered agent and address of the registered office
• Number of shares of stock issued by the corporation

The costs to file in Florida are as follows:

• $150.00 for corporations
• $61.25 for nonprofit corporations
• $138.75 for LLCs

If your Florida business does not file the Annual Report by the May 1^st deadline, you’ll be charged a late fee of $400.  Additionally, if the Annual Report is not filed by the third week of September, your business will be subject to administrative dissolution.

Each state has their own Annual Report filing due date and fees and you should consult your state of incorporation, and any states you are registered as a foreign entity in, to understand what reports and fees you might owe each year to remain in compliance.

Here at Alron, we’re here to help you understand and manage your annual filings, so you can rest assured knowing your business is in full compliance. Our corporate and taxation specialists will handle the hard work for you, so you can focus on running a successful business. If you have further questions about Annual Reports or Annual Minutes, we encourage you to reach out to us today.