Florida Business Corporation Act
Florida Corporation Bylaws, Minutes & Record-Keeping
Updated · 6 min read
Florida is home to a large number of small and closely held corporations. Its corporate statute is based in part on the Model Business Corporation Act (MBCA), so many of its concepts will look familiar from our general guides.
This page summarizes, in general terms, how bylaws, meetings, stock records and the annual report work for a Florida corporation.
Table of contents
Governing law
Florida corporations are governed by the Florida Business Corporation Act, Chapter 607 of the Florida Statutes. Like other MBCA-influenced statutes, it sets default rules for meetings, voting and records, many of which can be adjusted in the articles of incorporation or bylaws.
Bylaws
Florida bylaws are adopted by the incorporator or the initial board and are not filed with the Department of State. They are kept with the corporate records and provided to banks, investors or shareholders as needed. If a provision conflicts with the articles or the statute, the articles and statute control. See what are corporate bylaws and how to write corporate bylaws.
Meetings and minutes
As a general rule, shareholders hold an annual meeting to elect directors. The board may act at a meeting or, where permitted by the statute and bylaws, by unanimous written consent. Florida also provides for shareholder action by written consent in certain circumstances, subject to the articles and notice requirements.
Document each action in minutes or a signed consent. Our guides to annual board meeting minutes and annual shareholder meeting minutes walk through what to include.
Florida formation documents
Bylaws and organizational minutes can be customized for a Florida corporation's directors, officers and shares.
Stock records
A Florida corporation keeps a record of its shareholders showing names, addresses and the number and class of shares held. Florida permits shares with or without certificates where the board authorizes uncertificated shares. Recording issuances by board resolution and keeping the ledger current are covered in stock ledger and stock certificates.
Records the statute requires
Chapter 607 lists records a corporation must keep. In general terms, these include the articles and bylaws with amendments, minutes of shareholder and board meetings and records of actions taken without a meeting, accounting records, a record of shareholders, and certain written communications to shareholders. Shareholders have rights to inspect and copy certain records, typically by written demand, with some records available only for a proper purpose.
Annual report (Sunbiz)
Florida corporations file an annual report with the Florida Department of State, Division of Corporations — known as Sunbiz — between January 1 and May 1 each year. The report updates information such as the principal office, registered agent, and officers and directors. Filing on time helps keep the corporation in active status.
Registered agent
A Florida corporation must maintain a registered agent with a Florida street address (not just a P.O. box). The agent receives service of process and official notices. A Florida corporation doing business in other states may also need to foreign-qualify there; see our state pages.
Records to keep
| Record | Notes for Florida |
|---|---|
| Articles of incorporation and amendments | As filed with the Division of Corporations |
| Bylaws and amendments | Kept internally |
| Organizational minutes or consent | See initial organizational minutes |
| Shareholder and board minutes and consents | Including actions taken without a meeting |
| Record of shareholders | Names, addresses, shares held |
| Accounting records | Per your accountant's guidance |
| Annual reports | Filed January 1 – May 1 each year |
| Registered agent information | Florida street address |
See corporate records book: what to keep for a master list.
Frequently asked questions
Do Florida corporations file bylaws with Sunbiz?
No. Bylaws are adopted internally and kept with the corporate records. The articles of incorporation are the formation document filed with the state.
When is the Florida annual report due?
Florida corporations file an annual report with the Division of Corporations between January 1 and May 1 each year.
Does a Florida corporation need a registered agent?
Yes. A registered agent with a Florida street address is required.
What records must a Florida corporation keep?
In general, the articles, bylaws, minutes and records of actions without a meeting, accounting records, a record of shareholders and certain shareholder communications.
Can a Florida board act by written consent?
Generally yes, where permitted by the statute and the bylaws, typically by unanimous written consent of the directors.
Requirements change — verify with the official state agency and a licensed attorney. This is general information, not legal advice. See our disclaimer and other states.