Running a business involves constant evolution, and as a business owner in Florida, you may make significant changes to your company over time. Whether you're adjusting your leadership structure, relocating, or updating contact details, it's crucial to ensure these changes are reflected in your corporate filings. Failing to do so can expose your company to legal risks and operational issues. Below, we'll outline some key steps to take when making major changes to your company.

1. Are You Operating as a Corporation?

If your business is structured as a corporation in Florida, certain changes require formal updates to your records and public filings. A corporation is a legal entity with a structure that requires a board of directors, officers, and often, shareholders. Anytime there is a change in the composition of your board or key details of your business, you must update this information to stay compliant with Florida law.

2. Removing a Board Member? Update Your Records Immediately

When a member of your board of directors is removed or resigns, one of the most important steps is to update your public filings and have a valid board resolution documenting the removal. If not properly handled, the ex-board member could still have actual or apparent authority to act on behalf of the company. This means they might make decisions or take actions that could legally bind your corporation, leading to unwanted financial or legal repercussions.

To avoid these issues:

• Pass a resolution: Ensure your board of directors passes a formal resolution that clearly states the removal of the director.
• File with the State: File an amendment to your Articles of Incorporation or submit the necessary updates to the Florida Department of State Division of Corporations (also known as Sunbiz).
• Notify key parties: Inform your company's bank, key vendors, and stakeholders that the individual is no longer authorized to act on behalf of the company.

3. Adding Board Members? Don't Forget to Amend Filings

If you've added new members to your board, Florida law requires that you update your corporate filings to reflect these changes. Failing to do so could lead to confusion regarding who has the authority to act on behalf of your business.

To stay compliant:

• File an amendment: Amend your Articles of Incorporation with the Florida Department of State to add the new board members.
• Record the addition: Ensure that the minutes from the board meeting where the new members were added are properly documented and stored.
• Update internal records: Make sure your internal documents, such as bylaws or operating agreements, reflect the current leadership structure.

4. Have You Changed Your Business Address, Email, or Phone Numbers?

Keeping your contact information up-to-date is more important than you might think. In Florida, businesses must maintain accurate contact information with the state. If your company has moved or changed its phone number or email address, failing to update your filings could mean missing critical notices, such as those related to annual reports, compliance requirements, or legal matters.

Steps to take:

• File a change of address: Submit the updated contact details to the Florida Department of State through Sunbiz.
• Update IRS and other agencies: Don't forget to notify the IRS, local tax authorities, and other regulatory bodies of any changes to your business address.
• Notify vendors and clients: Keep your vendors, clients, and other business contacts informed of any changes in your business address, email, or phone number.

5. Why Staying Up-to-Date Matters

Failing to update your corporate filings and records can lead to a range of issues, including:

• Loss of good standing: If your corporation fails to maintain accurate public records, it may lose its "active" status with the state, making it more difficult to conduct business.
• Legal exposure: Directors or officers who have been removed from your corporation may still have the authority to make decisions unless proper steps are taken to revoke that authority.
• Fines and penalties: The state may impose fines or penalties for failure to file accurate and timely amendments, especially if this leads to missed annual report filings.

6. Consult a Business Attorney

Navigating corporate compliance requirements in Florida can be complicated, especially if you're making significant changes to your company. Consulting with an experienced Florida business attorney can help ensure that your public filings are accurate and up-to-date, preventing future legal or financial challenges.

Final Thoughts

If your company has undergone any major changes—whether you've removed or added a board member, relocated, or updated your contact information—it's essential to amend your corporate filings. Staying compliant with Florida's business laws will protect your company from legal liabilities and ensure you remain in good standing with the state.

Make sure you have the proper resolutions in place, update your records with Sunbiz, and take the necessary steps to maintain compliance with all relevant regulations. If you're uncertain about your corporate filings, consider consulting an attorney to avoid costly mistakes.