How to Change an Officer of a Florida Corporation
When your Florida Corporation needs to elect a new corporate officer, there are two steps you must take to make sure you follow the states rules for changing officers. Below is a detailed explanation of how you do this.
Step I – Change Internally
1. Hold Directors Meeting
a. Officers Elected by Directors - Your officers are elected by the directors of the corporation. This is usually done every year at the Annual Directors Meeting. If your Board of Directors can wait to make the changes to its corporate officers until the Annual Directors Meeting, then they would simply wait until then. However, if a change needs to be made before the next annual meeting, the Directors can meet for a Special Meeting of Directors, solely for the purpose of electing a new officer or officers. To do this, your Directors must do the following:
b. Give Notice of Meeting (or Waiver) – Before a Special Directors Meeting can be held, you must provide notice to the all the Directors that you are having a meeting. The number of days required to give proper notice are set in your company Bylaws.
c. Hold & Document Meeting – Once the meeting is held the minutes of the meeting document the actions made by the Directors at that meeting. In this case, the election of one or more new officers. Your minutes are usually signed by the President & Secretary of the Corporation and held in the corporate records book.
2. Shareholders Meeting – Shareholder approval is NOT required for this Action.
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Step II – Make it Public - File Amended Annual Report (optional)
Note: Changes to the officers do not need to be filed with the state of Florida. However, if it is important to make these changes public, you can report these changes by filing an Amended Annual Report.
1. Go to http://www.sunbiz.org/ and click on “E-Filing Services” and “Annual Report Filing” from the drop-down menu.
2. Enter in the Document Number (Find this here: http://www.sunbiz.org/corinam.html)
3. If you have not filed your annual report for that year, you can do so now and report all your directors and current officers (including those who were changed). However, if you have already filed your annual report for this year, you will be prompted to “Continue” and then you’ll fill out the Annual Report, just as you did before. Anything that needs to be changed, simply type over the already existing text. Type in the Registered Agent name (as signature), assuming they continue to accept being your corporation’s registered agent. Type in your name as the “Officer/Director Signature” where indicated at the bottom of the page and submit.
4. You will pay $61.25 for an Amended Annual Report. It will be filed within about 1 to 5 working days.
NOTE: If your change in officers occurs in your first year of existence, and therefore your annual report is not fillable (until next January), your only option for making this change public is to file articles of amendment.