Annual Meeting Minutes and Resolutions for Florida Corporations

Objective:

• Adhere to Florida Corporate Formalities for your Corporation.

Entities:

• Corporations

Additional Information:

Florida corporations are required to hold annual meetings for both shareholders and directors under state law. We’ve provided a template further down below that Florida corporations can use to hold a meeting by written consent of the shareholders and directors. Companies with multiple shareholders and directors should consider preparing separate documents for their corporate resolutions and corporate meetings instead of combining them like we did in our template. After drafting and signing your company’s resolution, the document should be saved in your corporate binder or on a folder in your cloud drive for record keeping purposes. 

Before we get to the template, let’s review the requirements for conducting annual meetings, the importance of maintaining accurate records, and how following best practices can help reinforce liability protections and also prevent the piercing of your company’s corporate veil.

Procedure:

Under Florida law, corporations are required to hold annual meetings of shareholders (Fla. Stat. § 607.0701). These meetings serve several vital functions, such as electing directors, addressing major corporate decisions, and discussing the company’s financial health and strategies.

Meeting minutes and written resolutions should accurately reflect the proceedings and decisions of the annual meetings. These documents typically include:

• The meeting’s date, time, and location.

• A list of the meeting’s attendees.

• A summary of what was discussed along with financial reports, business strategies and any other relevant matters.

• A record of the votes that were taken, the resolutions that were passed, and the decisions that were made during the meeting.

• Legal Compliance: Accurate meeting minutes and resolutions ensure compliance with state laws and corporate bylaws. They serve as a legal record that the corporation is fulfilling its statutory obligations under Florida law.

• Reference and Accountability: These records provide a reference for future decision-making and hold directors and officers accountable for how their actions and decisions impact the company.

• Transparency and Trust: Well-documented annual meetings of shareholders and directors promote transparency, building trust among shareholders, directors, and other stakeholders.

• Maintaining Corporate Formalities: Diligent adherence to corporate formalities, including holding and documenting annual meetings, is crucial in maintaining the corporation’s separate legal identity. This, in turn, is a necessary part of shielding the business’s owners from potential liability. 

• Preventing Alter Ego Claims: Accurate records of corporate meetings demonstrate that the corporation is functioning as a separate entity, not merely as an alter ego of its shareholders or directors. As with maintaining corporate formalities, this separation is vital in protecting shareholders’ personal assets from corporate liabilities.

Holding annual meetings and maintaining detailed minutes or resolutions is a cornerstone of sound corporate governance. Florida corporations are legally required to follow the practices outlined in Fla. Stat. § 607.0701. However, these procedures are also a critical part of safeguarding your corporation’s separate legal status, protecting shareholders from liability, and preventing the risks that follow piercing the corporate veil. Corporations should prioritize accurate and thorough record-keeping of their annual meetings to uphold these essential aspects of corporate integrity and liability protection.