Florida Laws for Corporations

Florida's laws regarding corporations are found in the state's statutes enacted by the Florida legislature. Corporations must file with the Department of State before doing any business in Florida. Upon successful registration of the corporation, the firm must maintain a registered agent and office and fulfill annual meeting and reporting requirements. Bylaws play an integral role regarding how the corporation conducts business.

Filing Requirements

A corporation must file Articles of Incorporation with the office of the Florida Department of State to do business in the state of Florida. The articles must include the names and addresses of the initial board of directors and the name and address of each incorporator. The corporate name must have an appropriate corporate ending, such as corporation or incorporation, or have the appropriate abbreviation. The amount of shares and the par value of each share must also be designated in the articles. The corporation's purpose must be consistent with lawful actions for which corporations can be organized in Florida. Other provisions, such as imposition of personal liability and bylaws, may be added. The articles must be signed by a director or the incorporator, and must be accompanied with the proper filing fee.

Registered Agent

Each corporation in Florida must designate a registered agent and office with the Department of State. A registered agent may be an individual or company who resides in the state of Florida and may be somebody within the company. Out-of-state or foreign companies must designate a registered agent if they do not reside in Florida. The registered office must be a physical address in Florida where service of process may be performed should a legal action occur. Such location may also be the principal office of the corporation. Corporations must keep the Department of State apprised of any change with their registered agent and office.

Annual Requirements

A Florida corporation must hold an annual meeting of the shareholders each fiscal or calendar year. The date and time must be designated in the corporation's bylaws. The meeting may be held in or out of the state of Florida; however, proper notice of the location of the meeting must be given to shareholders if not designated in the corporate bylaws. During the annual meeting, shareholders vote on routine business matters directly related to the corporation. Voting procedures must be performed consistent with the provisions in the bylaws. Shareholders can vote by proxy, or cast a vote while not actually being present at the meeting. Corporations must also file an annual report each year with the Department of State.

References

• Online Sunshine: Chapter 607 Corporations

Resources

• Northwest Registered Agent