Corporation – This is an independent legal entity that is considered a separate “person” from the people who own, control, and manage it. Corporations can enter into contracts, transact business, and pay taxes, and give their owners limited liability.

Limited liability company – Also known as an LLC, a limited liability company is similar to a corporation, but is not required to hold regular stockholder or management meetings or need to comply with other corporate formalities.

Partnership – This exists when two or more people co-own a business and share in its profits and losses. Each co-owner typically contributes money or real property to the endeavor.

General partnership – With this business structure, the rights and responsibilities are divided equally among its partners. They are referred to as “general partners” because each partner can act on the behalf of all partners, and all are responsible equally for the company’s debts and obligations.

Limited partnership – A limited partnership is made up of both limited and general partners, and each is allowed to determine or limit their own personality liability. It differs from a general partnership in that limited partners are not responsible for the company’s actions, debts, or obligations, yet both general and limited partners benefit from profits generated.

Sole proprietorship – This is the simplest and most common structure chosen to start a business. It is an unincorporated business owned and operated by a single individual and there is no distinction between the business and its owner. The only legal requirement of sole proprietorships is they must register a fictitious name with the Florida Division of Corporation. Sole proprietorships offer no protection from liability as the owner and the business are legally viewed as one and the same.

If you are creating any of the above structures, except for a sole proprietorship, you must file articles of incorporation. This involves filing the documents The Reyes Firm drafts on your behalf and paying a filing fee to the Florida Department of State when they are submitted. These articles can contain many components, but chief among them are:

• Corporation name
• Address of the principal place of business
• The purpose of your corporation
• Information on stock structure
• Identifying the registered agent
• All names and addresses of the incorporators

The articles of incorporation must indicate what your corporation offers. This can be a broad general statement of the company’s purpose, which allows for flexibility should you refine your focus as the company grows. In Florida, you can state your purpose as being “for any and all lawful business” which allows you to pivot as the market and your company evolves.

If you come up with a name that sounds perfect for the product or service you offer, chances are someone else has, too. We always begin a name search with the Florida Division of Corporations website, www.sunbiz.org, to make sure the name you want is available. This allows us to make sure it is distinguishable from other Florida corporations already in existence. Also, Florida corporation names must include the words corporation, company, or the abbreviations of corp., inc., or co.

Once a name and logo are chosen, it’s important to have them legally trademarked, which is done through the Florida Department of State. This protects your intellectual property (your logo) as well as your name. You can even trademark color palettes and unique usages of your image, such as logos on signage. The Reyes Firm can offer advice on what elements of your corporate identity need to be protected.

Florida does not have any eligibility requirements for incorporators. Typically, they are individuals, groups of people, or even another business entity, and can be of virtually any age—even teenagers. These individuals or groups are included in the necessary filing documents, known as the articles of incorporation. Once drafted, your attorney files these articles, including with all the names and addresses of incorporators with the Florida Department of State.

Once the articles of incorporation are filed, incorporators must hold an organization meeting—unless you have already named your initial corporate directors. At this meeting, the incorporators would elect directors and may also appoint officers and adopt bylaws. These are the sole responsibilities of the incorporators.

Contracts are specifically designed, at their core, to keep disputes out of the Just as the name implies, directors manage the company and set corporate policies. They have a fiduciary duty to the organization, which means they must act in good faith and place the articles of incorporation above3 their own personal interests.

The State of Florida has specific requirements for specifying directors, but articles of incorporation or bylaws can impose additional requirements. The most common ones include:

• There must be at least one director, but you can appoint as many you’d like.
• Directors must be 28 or older.
• Directors do not have to be shareholders or Florida residents.

All Florida corporations must designate a person or entity that is able to receive legal documents and forward them to the corporation for execution. A registered office is usually the agent’s business address. Florida requires registered agents to have:

• A Florida street address
• A signature of the agent on the articles of incorporation
• Either a person in Florida or a corporation that is authorized to do business in Florida
• Both the individual and the registered office must have the same Florida address

Bylaws act as an internal road map for how your corporation will operate and be governed by its directors or shareholders. They can include any provisions deemed necessary for managing and regulating the business. If directors don’t adopt bylaws, then that responsibility becomes the duty of the shareholders. While bylaws are not filed with the State, they must be kept at your place of business.

A Florida company can have different types of stock, which are called classes or series. Each has its own advantages, for instance one may offer voting rights while the another may not. Your articles of incorporation must clearly state your stock structure, including the number of shares authorized if there is only one class of stock. If there is a series of stocks offered, the articles must provide a designation for each class and specify the number of shares, preferences, limitations, and rights for each class.

There are nuances to each decision you make when you decide to form a Florida corporation. The Reyes Firm can help you navigate these important decisions and create a sound and stable legal structure for your new enterprise. Contact us for a free initial consultation to discuss your Florida business law formation needs at 813-421-3411.