Starting a corporation can seem overwhelming at first because there are many steps in the process and a number of Florida corporation laws you need to understand.
However, this process will seem less daunting if you educate yourself about the process and get advice from a knowledgeable business formation attorney. Your attorney can help you determine whether a corporation is the best entity for your business and how to go about setting it up.
With the right legal help, you can ensure you comply with important Florida corporate laws in establishing your business. This can give you peace of mind now and set your business up for success in the future.
Different situations call for different business types–whether corporation, LLC, or partnership–and there are different requirements and norms for organizing and operating each business type.Business Attorney Trevor Brewer
Florida Corporation Naming Laws
Did you know that there are Florida laws regarding what name you can legally use for your corporation?
All corporate names must include one of the following words or abbreviations: “corporation,” “incorporated,” “company,” “co,” “inc,” or “corp.” These designations alert the public that your organization is a corporation.
The name also has to be distinguishable from the names of other registered entities in the state. To be different, the name needs to actually use different words, not just variations of the same words. For example, if there were an existing entity called Sam’s Pizzeria Co, names like Sam Pizzeria Co, Sam’s Pizza Co, and Sam’s Pizzeria Inc would all be considered duplicates.
Finally, the name cannot have language that would suggest an affiliation with the government or an illegal purpose. For example, names like Orlando City Water or The Meth Lab could be problematic.
Choosing a name for your corporation seems like a simple step, but it poses many potential legal complications under Florida corporate laws. It’s important to consult with an attorney before choosing a corporate name. Your attorney can also help you protect your name under Florida trademark law.
Forming a Business Under Florida Corporation Law
Florida corporation statutes also set forth several rules you need to follow when forming a corporation.
Register Your Corporation
To register your corporation, you must file articles of incorporation with the Florida Department of State. All documents must:
- Be signed by a director, president, or corporate officer, with limited exceptions;
- Be written in English; and
- Contain all information required by Florida’s corporation statutes, such as the corporate name, location, and purpose.
You will also need to determine what type of corporation you want to create. Florida recognizes three types: C-corp, S-corp, and B-corp. C-corps are the traditional form of corporation. S-corps are for businesses with fewer shareholders and allow for pass-through taxation similar to an LLC.
B-corps, or benefit corporations, are for-profit corporations that also have goals of benefiting society. Your attorney can advise you on the best entity for your business.
Establish Your Florida Corporate Bylaws
Florida corporations must have bylaws. Typically, directors (if you have appointed initial directors) or incorporators will adopt the bylaws at an organizational meeting after you file your articles of incorporation.
Bylaws dictate how to manage the business and may contain provisions regarding things such as:
- The purpose of your corporation;
- How many directors you will have, how long they will serve, and how they will be selected;
- How corporate officers will be appointed;
- Shareholder rights;
- How stock will be issued and transferred;
- How and when shareholder meetings will be conducted;
- How conflicts of interest will be handled;
- The process for removing directors;
- Whether and to what extent directors and officers will be indemnified; and
- How bylaws can be amended.
It’s important to involve an attorney in this process. They can help you ensure that your Florida corporation bylaws address all important issues and adequately protect the corporation’s interests.
Select Corporate Directors and Officers
The method for selecting your directors and officers should be outlined in your corporate bylaws.
In most cases, Florida law requires corporations to have a board of directors. The directors manage the corporation as a whole. They make major decisions regarding the business’s activities and policies.
Officers are those who manage the day-to-day operations of the company. They include roles such as the chief executive officer (CEO), chief financial officer (CFO), and chief operations officer (COO).
Florida has a number of corporate laws pertaining to directors and officers. However, in many cases, a corporation has the ability to contract around these laws by providing different or additional standards in its bylaws. It’s important to consult a Florida corporation lawyer to help you understand how these laws may apply to your corporation.
Appoint a Registered Agent
With limited exceptions, all Florida corporations must have a registered office and registered agent in Florida. This person has the authority to conduct business on behalf of the corporation and accept service of process for legal actions. The Florida Department of State keeps records of each corporation’s registered agent, and the public can access that information.
Even if your business is incorporated somewhere else, you need to have a registered agent in Florida if your corporation conducts business or owns real property here.
Rights and Obligations Under Florida Corporate Laws
Corporations are the most complicated type of business entity.
Corporations are owned by shareholders, but they are operated by corporate officers and directors. In smaller, closely held corporations, the shareholders and the directors may be the same people. This can lead to complications and potential liability when individuals don’t understand how their obligations as directors intersect with their rights as shareholders.
Corporate officers and directors must make decisions in the best interests of the company and its shareholders rather than themselves. But when directors are also shareholders, they may begin to neglect this duty at the expense of other shareholders. This can lead to litigation and be costly or even fatal to a company.
If you are setting up a closely held corporation, a business attorney can help you understand your rights and obligations. They can help you establish important procedures to ensure you comply with the corporation’s bylaws, complete important reporting requirements, and fulfill any fiduciary duties you have to the company.
Contact BrewerLong Today
If you want to understand more about Florida corporation laws, the experienced attorneys at BrewerLong can help. We can advise you on whether a corporation is the right entity for your business, how to set it up, and how to comply with Florida law. We want to help your business succeed for years to come. The best way to do that is to establish a strong business plan at the outset with the help of an experienced attorney. Call or contact us online for a consultation to learn more about our professional business legal services.
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