RIVEROS CORP NETWORK | Apostille de la Haya · Notary Public Center · Compliance Officers · USJurisdiction
RIVEROS CORP NETWORK | Apostille de la Haya · Notary Public Center · Compliance Officers · USJurisdiction
Someone has to keep the corporate record book, call the meetings, draft the minutes and flag the deadlines. At most small companies, that someone doesn’t exist — and the problem doesn’t surface until a bank, a new partner or a buyer asks for the paperwork.
Chapter 607 of the Florida Statutes doesn’t say “it would be advisable.” It says the corporation must keep its current articles, its current bylaws, the minutes of all shareholder and board meetings, a record of all actions taken without a meeting, a list of directors and officers with their addresses, and its most recent Annual Report (§607.1601(1)). For LLCs, the equivalent is §605.0410(1).
And the person who can demand to see them isn’t the state; it’s your own business partner. §607.1602(1) gives a shareholder the right to inspect and copy those records with just five business days’ written notice. That’s the day people find out the record book doesn’t exist.
Loose papers, some signed and some not, in no chronological order, and nobody knows which version of anything is current.
No one was tracking the calendar. The company heads toward administrative dissolution without any of the owners noticing.
The deal was closed on a handshake. When it’s time to document the admission, there are no minutes showing who approved what and when.
They want a document signed by the governing body that authorizes opening the account and names who can sign. No one ever prepared it.
The first folder a buyer opens is the corporate one. An incomplete record book lowers the price or freezes the deal.
The managing partner runs the business. Corporate secretary work is recurring, tedious and deadline-driven: exactly the kind of work you delegate.
We set up, rebuild or update the record book, with an index and version control for every governing document.
We draft the minutes of every meeting and every action taken without a meeting, on standard Chapter 607 templates.
We prepare and send notices of annual and special meetings within the time frames your bylaws set.
An up-to-date list of directors, officers, shareholders or members, with the addresses the law requires.
Annual Report, registered agent renewal and the internal dates set by your own bylaws, with advance reminders.
When a bank, a partner or a buyer asks for paperwork, there’s one place to get it and one person to ask.
Corporate secretary work is an administrative and record-keeping role. We document and file the decisions your company’s governing body has already made. Deciding what terms to agree on is a different matter, and that belongs to an attorney licensed in the applicable jurisdiction.
Send us whatever you have: articles, bylaws, loose papers, emails with agreements. We send you back a written list of what’s there and what’s missing.
We put everything in chronological order, identify the current version of each document and prepare minutes for the decisions that were never documented.
We load the legal deadlines and the ones set by your own bylaws. From then on, the reminder comes from us, not from your memory.
Every new decision goes into the record book with its minutes. Every deadline gets a reminder in advance. When someone asks for documents, we know exactly where they are.
175 SW 7th St, Suite 1905, Miami. A real physical address in Florida, not a shared mailbox.
We explain everything in English or Spanish; the filings themselves are prepared in English, as the state and banks require.
If we’re also your registered agent, legal notices and the corporate calendar live in the same place and nothing gets lost along the way.
Signatures, meeting notices and minutes coordinated across time zones, with no one needing to travel to Miami.
Florida Statutes, Chapters 605 and 607. We cite the section so you can check it yourself.
The corporation must keep its current articles and bylaws, the minutes of all meetings, a record of actions taken without a meeting, a list of directors and officers, and its most recent Annual Report.
It must also keep its annual financial statements for the last three fiscal years.
A shareholder has the right to inspect and copy those records with five business days’ written notice.
An LLC must keep at its principal office the list of members and managers, the current Operating Agreement and its amendments, the documents filed with the Florida Department of State, and its tax returns for the last three years.
Board action without a meeting requires the written consent of all board members, delivered to the corporation.
Shareholders can also act without a meeting, through written and signed consents that carry the required votes.
Tell us what type of company you have and what documents you’ve kept. We start with the inventory and send you back a written list of what’s missing.
or call us at +1 (305) 647-3000 · Monday through Friday
175 SW 7th St, Suite 1905 · Miami, Florida 33130
The document that sets how a Florida corporation is governed.
The LLC equivalent: the rules between members and managers.
Every decision documented in the form Chapter 607 requires.
The legal address in Florida that the law requires you to maintain.
