– The most common business structures in Florida are Sole Proprietorship, General Partnership, Limited Partnership, Limited Liability Company, and Corporation.
– The type of business structure chosen affects day-to-day operations, ability to raise money, tax payments, and personal asset risk.
– In Florida, corporations are required to comply with state law formalities and fees to be formed or registered, whether they are domestic or foreign.
– There are two types of corporations in Florida: S corporation and C corporation. S corporation is a combination of an LLC and C corporation, while C corporation is the traditional type of corporation. The Articles of Incorporation should include the corporation’s name, address, purpose, stock structure, and the name and address of the Registered Agent in Florida, as well as the signature, name, and addresses of the incorporators. Bylaws in Florida are governed by Chapter 607 of the Florida Statute and provide for the internal rules and regulations for the corporation. 1. Corporate Bylaws in Florida govern how decisions are made and the structure of the Board of Directors and Officers.
2. Bylaws are not compulsory under Florida law, but are recommended to prevent disputes and signal seriousness to lenders and investors.
3. Bylaws are important to protect the limited liability status of the corporation and may be used in court as evidence of the corporate structure and rules. Advantages of a corporation in Florida:
– Easy registration
– Low cost
– Shareholders not personally liable for debts and lawsuits
– Flexible to raise money/capital
– Fewer restrictions on ownership
– Flexible in ownership transfers
Disadvantages of a corporation in Florida:
– Ongoing fees
– Tax treatment may be simple or complex
– Ongoing corporate formalities required
– Minimal case law protection
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