If you own a Florida corporation, you probably know that you need to keep your business checking account separate from your personal funds and maintain good accounting records.  These efforts will help to insulate you, the owner of a business, from its liabilities.  But, did you know that there is more to it than that from a legal perspective?

The legal requirements to maintain a corporation in Florida generally make it necessary for the shareholders and the Board of Directors to hold annual meetings to discuss the corporation’s activities, ratify decisions from the prior year and appoint officers to act in the coming year.  If you are like most of our clients who own businesses, you probably have informal meetings on a weekly, if not daily, basis.  As a result, the use of a formal meeting may be burdensome.  As a result, Florida law provides an alternative to formal meetings — Written Actions in lieu of meetings. 

These written actions could be specific, such as approving a new bank loan or lease.  Or they can be general, ratifying the business decisions of the corporation from the prior year and appointing officers to serve in the coming year.  In either case, written actions are very important and should be included in your corporate records on an annual, if not more frequent, basis.