Tuesday, September 30, 2014

Corporation Setup in Florida

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Florida Corporation Setup

When forming a Florida business it's important to determine if you should incorporate, and the type of corporation that meets your needs.


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Corporation Types

Corporation types include the S corporation and C corporation. Another option is to create an LLC or Limited Liability Company. LLC is a Hybrid form of business that combines elements of both partnerships and corporations.

The organizational structure of a Florida corporation has three groups: shareholders, directors, and officers.

Corporations are Owned by the Shareholders

A corporation is owned by shareholders (also called stockholders) even though they may not manage the corporation. Shareholders influence corporate decisions through electing and removing directors, approving or disapproving amendments to the articles of incorporation, and voting on major issues. In Florida, one person is enough to form a corporation and can serve as shareholder, director and sole officer.

The board of directors is responsible for managing the affairs of the corporation. Usually, directors make only the major business decisions and supervise and appoint the officers who make the day-to-day business decisions.

Officers are responsible for the everyday management of the corporation. Typically, officers are appointed directly by the board of directors.

In a state of Florida corporation, the same person can be the shareholder, director and officer.


Does Florida Require Shares to be Issued?

By definition, a corporation is owned by its shareholders. It is a good practice to issue stock as evidence of ownership even though it is not required. Where no shares are issued, no individual owns the corporation. Ownership must appear in the company's minutes and on its stock transfer records when applicable.

Many incorporation services will supply stock certificates that are imprinted with the name of your business, state in which this is organized (Florida), and number of authorized shares and par value. You simply fill in the owner name and number of shares as these are issued and include the appropriate signatures.

What is a Registered Agent

Florida requires that an individual, or service company, be responsible for receiving important legal and tax documents. This service is provided by an "agent" of the corporation who is "registered" within Florida, thus the term "Registered Agent." A Registered Agent must be an adult, reside within Florida and provide a physical address (no post office boxes.) The owner can be the registered agent for the corporation.

The registered agent for the Florida corporation must have a valid street address within Florida and be available during normal business hours to receive documents.

The services performed by a registered agent may include: