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Florida Corporate Laws Overview


As a Florida business owner, you probably know that one of the first tough choices you’ll have to make for your business is what kind of business entity to form. Forming a Florida corporation may set your business up for the best chance of success.

Starting a corporation may seem complicated. After all, some of the biggest names in business are corporations. However, plenty of small businesses choose to incorporate. Talking to an experienced corporate formation attorney can help put your mind at ease.

The attorneys at Emmanuel Sheppard & Condon have been helping Florida business owners with corporate formation needs for over 100 years. We can help walk you through the formation process in a way that you can understand.

Forming a Florida Corporation

Florida corporation law lays out a number of rules you need to follow when incorporating. You’ll need to follow all these legal provisions carefully to properly form your Florida corporation.

What Can You Name Your Corporation?

It seems like naming your corporation would be the easiest and most fun part of starting a Florida business. However, Florida corporation law has very specific rules about what you can name your company once incorporated. 

In Florida, a corporation has to have any of the following words or abbreviations in its registered name:

  • Corporation;
  • Incorporated;
  • Company;
  • Co.;
  • Inc; or
  • Corp.

The name you choose also needs to be unique to your business. Your name can’t be the same or confusingly similar to the name of another business. Your name can’t suggest that it is affiliated with a government entity either. Importantly, your business’s name can’t imply that your business has an illegal purpose. Calling your company, “The Murder Corporation” would be unlikely to be approved.

Talk to an experienced corporate formation lawyer to help you identify any potential naming pitfalls. Having expert legal help in choosing a name can prevent expense and heartache down the road.

How Do You Register Your Corporation?

Registering a corporation under Florida corporation law means filing the correct documents with the Department of State. In this case, you would need to file completed Articles of Incorporation. Typically, Florida Articles of Incorporation need to be signed by a director, president, or corporate officer. You need to write your Florida Articles of Incorporation in English. Articles of Incorporation also need to comply with all Florida corporation laws, instructions, and requirements. 

There is more than one type of Florida corporation.

Florida corporation law has three separate categories of corporations:

  • C-corporations—these are what you would consider a “traditional” corporation;
  • S-corporations—these companies have fewer shareholders and allow for taxation similar to an LLC; and
  • B-corporations—these are also called benefit corporations or social enterprise corporations as they allow companies that still wish to make a profit but want to benefit their communities to gain certain benefits under the law.

When filing your Articles of Incorporation and selecting your corporate type, an attorney can help you understand your options. Understanding what’s best for your goals and your business can set you up for success for years to come.

Which Corporate Governance Documents Do I Need?

Once your Florida corporate registration is underway, you’ll need to think about governance. Governance is a fancy word for “how your company will run.” Florida corporation law requires that your company have written bylaws. Florida corporate bylaws are typically written as a guide to help you operate your business. They’re usually adopted by the directors (or incorporators if directors have not yet been appointed). 

Some important points that bylaws usually cover include:

  • The purpose and duration of your corporation;
  • The appointment and removal of directors and officers;
  • The number of directors and their term lengths;
  • Any information about shareholder rights;
  • The handling of conflicts of interest;
  • Any information about how the stock will be issued; and
  • Many more items specific to the needs of your company.

An experienced corporate formation attorney can be your greatest resource in the Florida corporate bylaws drafting process. The success of your business may depend on it!

Who Should I Choose As Officers and Directors?

Your corporate bylaws can tell you who to choose as officers and directors. Importantly, you should choose people whose experience fits the purpose of your business. Pick reputable, ethical people who you trust. 

You’re typically required to have a board of directors under Florida corporation law. This is the group of people who help direct major decisions and manage company strategy. However, directors are not usually involved in day-to-day decision-making. 

A corporation’s officers, like the Chief Executive Officer (CEO), are the ones who manage the company’s day-to-day affairs. Florida has laws regarding corporate officers and directors. However, those laws usually create a minimum standard. Your bylaws can set a different or higher standard for your officers and directors. Consult a Florida corporate lawyer to help you understand how to navigate which officers and directors to choose.

What Is a Registered Agent?

Florida law also requires that you have a “registered agent.” This is a person or company who can conduct business for your Florida corporation. They are also authorized to accept legal service of process for your company. Usually, they will perform these services for a small quarterly or annual fee. 

Understanding Florida Corporate Rights and Obligations 

Corporations are complex. They’re owned by shareholders but operated by the officers and directors that the shareholders chose to run the company. In some smaller corporate structures, the shareholders, officers, and directors are all the same people. This can present serious conflicts of interest if you don’t know what your rights and obligations are.

If you’re a corporate officer or director, you have an obligation to make decisions that are in the best interest of the company. If you have questions about how your corporation or liability might be structured, it’s best to consult with an experienced corporate lawyer. 

How Emmanuel Sheppard & Condon Help Your Florida Business

With over 100 years of Florida corporate formation experience, we have the know-how to help your Florida company get started on the right foot. We’ve built a strong reputation for helping business owners like you create successful corporations that are now the heart of the Gulf Coast business community. Contact us today to discuss how we can help you bring your business to the next level.