Florida Corporation Law

Florida law provides for the formation of a corporation.  A corporation is incorporated for a legal purpose by one or more natural persons.  On incorporation, the corporation attains separate legal existence.  It receives the status of a natural person.  The corporation can buy or sell any property.  It can sue and be sued.

A corporation comes into existence by filing the articles of incorporation.  It is filed with the Secretary of the State of Florida.  The articles of incorporation contains the corporate name, the number of shares authorized to issue, a brief statement of the character of business carried out by the corporation, the names and addresses of the directors until successors are elected, and name and addresses of incorporators.

The name of the corporation must contain the word “corporation,” “company,” or “incorporated” or the abbreviation “Corp.,” “Inc.,” or “Co.”  The name should not be deceptively similar to the name of another corporation incorporated in the same state.  It should not be deceptively identical to the fictitious name adopted by a foreign corporation having business transactions in the state.

Under Florida law, a corporation must have at least one director.  The director must be at least eighteen years old.  The directors need not be residents of Florida or shareholders of the corporation, unless the articles of incorporation so require.  The articles of incorporation or the bylaws must state the number of directors necessary to constitute the corporation’s board of directors.  The initial director or directors of the corporation may be named in the articles.

The bylaws set forth internal rules and procedures for the corporation, including the existence and responsibilities of corporate offices, the size of the board of directors and the manner and term of their election, how and when board and shareholder meetings will be held, who may call meetings, and how the board of directors will function.  The corporation needs to keep a copy of the bylaws at its principal place a business.

The corporation must conduct annual meetings of the shareholders at the place prescribed by the bylaws.  If no venue is specified, the shareholders may meet at the primary place of the corporation’s business.


Inside Florida Corporation Law