It’s very easy to form a Florida corporation these days. Perhaps too easy. All you have to do is go to www.sunbiz.org, fill in names and addresses, answer a few questions, and charge the filing fee to your credit card. Then whammo you’ve got a new Florida corporation. The problem is if that’s all you did then you’re missing a lot of documents. And a lot of planning opportunities.
The most common missing documents are bylaws, minutes, and stock certificates. You really need these for a corporation. The only document that the Florida Division of Corporations provides is the articles of incorporation. The rest are up to you and your lawyer to prepare. If there are only one or two stockholders, it’s not very expensive or difficult to prepare these documents, if you know what you’re doing and have done it before. Otherwise, trouble is down the road.
P.S. All of this applies to an LLC, too. The missing document there is the operating agreement.
Missing planning opportunities begin with choosing the corporate name. Just because the Florida Secretary of State accepts the name you chose is not enough. You might be violating a federal trademark of someone in another state. If you get sued for trademark infringement, the damages are treble damages, meaning you must pay them 3 times the damages they would usually recover from you.
Florida has more corporations than any other state. More than New York, Delaware, Texas, and California. Maybe because it’s so easy to form one. But, Florida probably has more missing corporation documents than any other state, too. Don’t let yours be one of them.
For additional information, see the free ebooks written by St. Petersburg business lawyer James W. Martin on how to form a Florida LLC, Florida business corporation, and Florida nonprofit corporation.
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