Because each state differs as to the registration of a company, for the registration of Florida state corporations you must follow these steps:
Step-by-Step for Florida State Corporation Registration
Step 1: For the state of Florida corporation registration, decide 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 corporate.
Check in the corporate division’s database that no other company of the same tenor has that name you have chosen and register it once you have decided and verified that there is no other company with the same name because you cannot reserve it.
Step 2: Present the articles of incorporation in the corporate division for your company to be 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 can be issued by the corporation, the name and address of the directors or officers, the name and address of the incorporator and the name, signature and address of the service agent.
When submitting articles of incorporation you must pay a $70 fee and an additional fee if you want a certified copy. However, contact the Florida Department of State to see if you can submit your application by mail or online.
Although it is not an obligation, a statement of the purpose of the corporation may be influenced, which is important in the event that that purpose changes in the future.
Step 3: In Florida, the corporation must have a registered agent for service of process, which may be a legal or natural person who can act on behalf of the corporation, accepting legal documents in the event that the corporation receives a claim, but must accept this designation before being appointed even if it is a commercial entity or a natural person.
When the articles of incorporation are completed, it is necessary to have the registered agent and the agent’s office.
The requirements of the registered agent are:
- The registered agent must have an address in the state of Florida.
- He’ll sign the articles of incorporation as an agent.
- Your office must have an address in Florida that matches your business address.
Step 4: You must set up the corporate ledger with all corporate documents, share certificates, shareholder and director meetings and keep the ledger in the main corporate office.
While a corporate kit provider can provide you with the corporate logbook, it is also feasible to use a three-ring binder.
Step 5: Prepares the corporate by-laws, it is the internal document where the basic regulations of the corporation are established. While not mandatory, it will help you establish the corporation’s rules, it will prove the corporation’s legality to the IRS, creditors and banks.
The by-laws are the corporation’s roadmap that indicates how it will be governed and what operational processes correspond to the operation of the corporation. The statutes may include provision for the administration and regulation of business.
The statutes are kept in the workplace as they do not need to be filed with the state department, but must conform to Florida law and articles of incorporation.
Step 6: The incorporator will have signed the articles and is responsible for appointing the corporate directors who will form the board until the first annual meeting of shareholders is held.
It is also your obligation to fill out the incorporator’s statement with the names and addresses of the initial directors.
You must form the statement with a copy in the corporate ledger.
After the Articles of Incorporation have been submitted, it shall hold an organizational meeting, unless the Articles have been appointed initial directors, otherwise it shall elect the directors, officers and adopt the Articles of Association without further liability.
Step 7: You must hold the first meeting with the board of directors, at which the directors will appoint the corporate officers, adopt the by-laws, elect the corporate bank, authorize the issuance of the shares, establish the fiscal year and adopt the corporate seal and the official share certificate.
They shall record the actions of the directors in the corporate minutes prepared by the incorporator.
It shall also approve the election of the state in the case of an S corporation.
Session minutes are prepared in a week or two and then sent to the directors for signature.
Step 8: Corresponds to the issue of shares for each shareholder with paper certificates bearing the shareholder’s name and contact information.
You can issue different types of shares, whether series or class, and of course each type gives different benefits such as voting rights to some shareholders and non-voting ones.
The structure of the actions should be defined in the articles of incorporation by indicating:
If there are different types of shares or a single type with the number of shares authorized.
If there are different types of shares, each class must specify limitations, rights and preferences for its type.
Step 9: Corporate directors’ responsibility relates to the management of the corporation and dictating corporate policies. Your duty to the corporation is fiduciary in good faith.
According to Florida state regulations, directors must comply with certain requirements:
- The corporation may have one or more directors, provided they are persons over 18 years of age.
- They do not need 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 paperwork as a cover letter and check by mail or in person or by mail, you must send it to the address of Department of the Division of State Corporations, P. O. Box 6327, Tallahassee, FL 32314. To deliver it in person, you must go to the Clifton Building, 2661 Executive Center Circle, Tallahassee, FL.