Annual meeting requirements under FBCA § 607.0701
Florida corporations must hold an annual shareholders' meeting under Fla. Stat. § 607.0701 at a time fixed by the bylaws. The meeting can be replaced by written consent under § 607.0704, with Florida following the MBCA majority-consent option.
| Fla. Stat. § 607.0701 | Annual meeting required |
|---|---|
| Fla. Stat. § 607.0704 | Action without meeting |
| Fla. Stat. § 607.0705 | Notice of meeting |
| Fla. Stat. § 607.0721 | Voting |
| Deadline | Each year as fixed by bylaws |
| Written consent | Majority sufficient for most actions |
- Annual meeting under Fla. Stat. § 607.0701 at time fixed by bylaws
- Florida follows the MBCA framework
- Written consent under § 607.0704 permits majority consent for most actions
- Notice 10-60 days before the meeting
- Court-ordered meeting available if annual cycle lapses 6+ months
Fla. Stat. § 607.0701 requirements
Section 607.0701 of the Florida Business Corporation Act requires every Florida corporation to hold an annual shareholders' meeting at a time fixed by the bylaws. The meeting elects directors and addresses other proper business. Florida adopted the MBCA, so the framework follows MBCA Chapter 7 closely.
Written consent under § 607.0704
Florida's consent regime under § 607.0704 follows the MBCA approach: shareholders may take action by written consent signed by holders of at least the minimum number of votes required at a meeting. For most actions, majority consent is sufficient. Florida does not require unanimous consent for director elections (unlike California), which makes the written-consent route more flexible for closely-held Florida corporations.
Court-ordered meeting under § 607.0703
If a Florida corporation fails to hold an annual meeting within 6 months after the date fixed in the bylaws (or 15 months after the last meeting, whichever is later), any shareholder may apply to the Florida circuit court for an order requiring the meeting.
What's distinctive about Florida
Florida is largely MBCA-aligned for annual-meeting purposes. The majority-consent option under § 607.0704 makes the written-consent route flexible for closely-held corporations. The state's broader cost framework (high $150 annual report fee, $400 late fee, administrative dissolution risk) makes calendar discipline important, but the substantive annual-meeting requirements are standard MBCA. Florida's strong residency rules for directors and broader corporate-law features have made Florida a moderate-popularity jurisdiction for closely-held private corporations.
Octelligence generates the annual unanimous written consent or meeting minutes for every corporation, with director election, financial statement approval, and auditor appointment or waiver pre-formatted.
See Digital Corporate RecordsTracked deadlines, jurisdiction-specific templates, electronic written consents, and a complete minute book record.