Because each state differs in terms of record of a business, for him Florida state corporation registry you must follow the following steps:
Step-by-step for Florida state corporation registration
Step 1: For him Florida State Corporation Registry, decides the name of the corporation, keeping in mind that the name must end with the abbreviation Co, Inc or Corp. or the complete word company, incorporated or corporation.
Check in the database of the corporate division that no other company of the same tenor has that name that you have chosen and record it once you have decided and verified that there is no other company with the same name because you will not be able to reserve it.
Step 2: File the articles of incorporation in the division of corporations so that your company is legally created.
It includes in the articles the corporate name of the company, the address of the company, the purpose of the company, the number of shares that the corporation can issue, name and address of the directors or officers, name and address of the incorporator and name, signature and address of the service agent.
When you file the articles of incorporation, you will have to pay a fee of $ 70 and an additional fee if you want a certified copy. Anyway contact him Florida department of state to see if you can file by mail or online.
Although it is not an obligation, a statement of the purpose of the corporation can be influenced, which is important in the event that in the future that purpose changes.
Step 3: In Florida, the corporation must have a registered agent for the service of the process, which can be a legal or physical person who can act on behalf of the company, accepting legal documents in the event that the company receives a lawsuit, but you must accept this designation before being appointed even if it is a business entity or a natural person.
When the articles of incorporation are completed it is necessary to have the registered agent and agent’s office.
Registered agent requirements are:
- The registered agent must have an address in the state of Florida.
- You will sign the articles of incorporation as an agent.
- Your office must have a Florida address and equal your business address.
Step 4: You must configure the corporate records book with all the documents of the corporation, certificates of the shares, the meetings with the shareholders and directors and you must keep the book in the main office of the corporation.
While a corporate kit provider can provide you with the corporate record book, using a three-ring binder is also feasible.
Step 5: Prepares the corporate bylaws, it is the internal document where the basic regulations of the corporation are established. While it is not required, it will help you establish the rules of the corporation, demonstrate the legality of the corporation to the IRS, creditors, and banks.
The statute is the roadmap of the corporation that indicates how it will be governed and what are the operational processes that correspond to the operation of the corporation. Bylaws may include provision for the administration and regulation of business.
Bylaws are kept at the workplace as they are not required to be filed with the state department, but they must conform to Florida law and the articles of business incorporation.
Step 6: The incorporator will have signed the articles and is responsible for the appointment of the corporate directors that will make up the board until the first annual shareholders’ meeting is held.
It is also your obligation to fill out the incorporator declaration with the name and address of the initial directors.
You must form the statement with a copy in the corporate record book.
After having presented the articles of incorporation, an organizational meeting will be held, unless the articles have been appointed initial directors, otherwise they will elect the directors, officers and adopt the bylaws without any other responsibility.
Step 7: You must hold the first meeting with the board of directors, in which the directors will appoint the corporate officers, adopt the bylaws, elect the corporate bank, authorize the issuance of the shares, establish the fiscal year and adopt the corporate seal and the official certificate of the shares.
They will record the actions of the directors in the corporate minutes that the incorporator will have prepared.
It will also approve the state election in the case of an S corporation.
The minutes of the sessions are prepared in one or two weeks and then sent to the directors for their signature.
Step 8: The issuance of shares corresponds to each shareholder with paper certificates that have the shareholder’s name and contact information.
You can issue different types of shares, either series or classes, and of course each type grants different benefits such as the right to vote to some shareholders and others without the right to vote.
The structure of the shares must be defined in the articles of incorporation indicating:
If there are different types of shares or a single type with the amount of shares authorized.
If there are different types of shares, each class must specify limitations, rights and preferences for its type.
Step 9: The responsibilities of corporate directors have to do with the administration of the corporation and dictate corporate policies. Your duty to the corporation is fiduciary with acts of good faith.
According to Florida state regulations, directors must meet certain requirements:
- The corporation may have one or more directors, as long as they are persons over 18 years of age.
- They do not have to be shareholders or residents of the state of Florida.
- However eligibility requirements may be imposed by statutes or articles of incorporation.
Where to deliver the documentation
To send the documentation as a cover letter and the check by mail or in person or by mail, you must send to the address of the Department of the State Corporations Division, PO Box 6327, Tallahassee, FL 32314. To deliver it in person you must go to the Clifton Building, 2661 Executive Center Circle, Tallahassee, FL.