Green Leaf Innovations Inc (GRLF)

[Warmy]

It has always been clear.

607.1001 grants authority to change the articles. Nothing more.

Section 42 in the FAQ is referring to the formation of a new LLC or INC. as the rest of section 42 explains. So, it is not retroactive filing it is proactive filing.

Even if it were "retroactive" as you claim, it would still mean that since GDSM didn't submit an effective date the amendment would be effective on the filing date.

Here is the rest of section 42 with explanations and examples...

Important Notice: If you are forming a corporation or limited liability company late in the calendar year (October through December) and you do not expect to commence business until the next calendar year, you should specify an "effective date" of "January 1" of the next calendar year. Otherwise, the entity will be required to file an annual report and pay the required annual report fee in a matter of a week or a few short months.

Explanation: When a Florida corporation or limited liability company files its Articles of Incorporation or Articles of Organization and does not specify an effective date, the corporation´s or limited liability company´s existence will commence on the filed date. In this case, the corporation or limited liability company pays all fees due this office through December 31st of the calendar year the document is filed.

When a Florida corporation or limited liability company files its Articles of Incorporation or Articles of Organization and specifies an acceptable effective date, the corporation´s or limited liability company´s existence will commence on the specified effective date. In this case, the corporation or limited liability company pays all fees due this office through December 31st of the calendar year the document became effective.

Example: We received the documents and fees to form two Florida corporations on October 31, 2007. The Articles of Incorporation for Corporation #1 did not specify an effective date. The Articles of Incorporation for Corporation #2 specified an effective date of January 1, 2008.

Corporation #1: The Articles of Incorporation for Corporation #1 were filed on October 31, 2007, the date the document was received by our office. Because Corporation #1 did not specify an effective date, Corporation #1´s existence began on October 31, 2007, the date of filing. Therefore, Corporation #1 paid all fees due this office through December 31, 2007, the calendar year the Articles of Incorporation were filed. Consequently, Corporation #1´s first annual report form was due between January 1 and May 1, 2008.

Corporation #2: The Articles of Incorporation for Corporation #2 were filed on October 31, 2007, but effective January 1, 2008. Because Corporation #2 specified an effective date of January 1, 2008, Corporation #2´s existence began on January 1, 2008, the calendar year of the specified effective date. Therefore, Corporation #2 paid all fees due this office through December 31, 2008, the calendar year the Articles of Incorporation became effective. Subsequently, Corporation #2 would not be required to file an annual report until 2009.

http://www.sunbiz.org/faqcor.html#fortytwo