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All About Starting A Florida Corporation

If you are plan on starting a Florida corporation, then you must go through these essential steps.

An Overview Of Florida Corporation Search

You would need to prepare the articles of incorporation according to the requirements of the state law. Signing would be required by one or more incorporators. The next step would be submitting the signed articles to the State Secretary for filing. For the service company, the corporation service companies will prepare the articles, bylaws, stock certificates and the organizational minutes. They will then file the proper documents and act as the registered agent in the state incorporation and the other states where the corporation would be qualified to do business.

Corporation In Florida

Articles of Incorporation would require the following

• Name of the Corporation- The articles must necessarily state the complete name of the corporation and also include a reference to its corporate statutes. For example: 'Corporation', 'Incorporated' of 'Inc.'
• The name must be different from the other names in the state. It should be distinguishable upon the records. It must not be deceptively similar to another name either.
• The articles must state the corporation's address for the service of processing and the sending of the official notices.
• The articles must also name a registered agent at the office to whom the process can be served.

If there is any change in registered office, then it must be filed with the Secretary of the state. The articles must also specify the securities the corporation would have to issue. The Florida division of corporation would need the description of all the different classes. The number of authorized shares, number of shares in each class, privileges, rights and the limitations etc. would all be needed. The modern corporations can engage in any lawful businesses. The articles may or may not be in the state corporation's purposes and powers. The articles have the power to obtain a broad range of other provisions to customize their corporation in Florida.

The voting provisions calls for greater majority upon approval of certain corporate actions, such as mergers or other amendments. The membership requirements are that all directors must be shareholders and the shareholders in the corporation must be members of a profession. The management provisions require the shareholders to approve certain matters which are normally entrusted to the board.

Role Of Incorporators In A Florida Corporation

• The role of incorporators is purely mechanical. They need to sign the articles and arrange for their filing. If the names of the directors are not mentioned in the articles, then the incorporators select them in an organizational meeting.
• After the incorporation, the incorporators fade away and have no further roles in continuing with the interest of the corporation.
• Some states require the incorporators to be natural persons but the general trend is still that a corporation may act as an incorporator.

The filing process of corporation in Florida is a very simple process. Under the MBCA, the state officials must accept the Articles for filing after they meet the minimum requirements. The Articles become public documents upon filing.

Requirements Confirming Existence Of A Florida Corporation

• The Certificate of Existence or the Certificate of Incorporation is required by the Secretary of the State.
• A receipt returned by the Secretary of State when the Articles are filed.
• Copy of the Articles with the original acknowledgement stamp by the Secretary of the State.
• Certified copy of the original Articles which would be obtained from the Secretary of the State for a fee amount.

The organizational meeting would create the working structure of the Florida division of corporation. It would be followed by a script devised by the corporate planner. The election of the directors named in the articles will remain in office. The bylaws would govern the internal structure of the corporation and should be also consistent with the Articles and the state law. They would not be enforceable if they deviate too much from the corporate model.

The electing officer would designate the bank for deposit of corporate funds, authorizing issuance of shares and setting consideration for shares. A Florida corporation adopts the preincorporation promoters' contracts which are inclusive of the lawyer's fee for establishing the corporation.