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How to Incorporate in Florida: A How-To on Initial Steps

There are many benefits associated with incorporating a company. For one, it provides easier avenues for investment and access to capital. Additionally, and perhaps most enticingly, it provides its owners with limited liability, in essence shielding any personal assets from possible obligations that go unfulfilled. However, incorporation can be tricky. Without following all of the formalities prescribed by the applicable statute, a court may deem that a corporation does not exist, and the investors and owners are no longer entitled to personal protection. Nevertheless, the initial steps to bring to life your incorporation can be fairly simple.

The first to incorporate in Florida is to submit articles of incorporation to the Department of State. The corporation must also ensure any dues are paid in order to remain in good standing and not have the corporation administratively dissolved in the future. The articles of incorporation must include some mandatory provisions that are prescribed by the Florida statute: name and address of the corporation; name and address of incorporators; name and address of registered agent/office; and number of authorized shares. The name of the corporation must include a certain denomination (corporation, company, incorporation, corp., co., or inc.), and cannot be confusing or misleading. A common example of a misleading name would be the kind that could cause the average consumer to believe the corporation is associated with the government. Any entity or natural person 18 or older can be an incorporator.

The next mandatory step in Florida is to hold an organizational meeting to elect directors. There must be at least one director, elected by shareholders, who is 18 or older. Only natural persons can be appointed as directors, and not other business entities.

Another advisable step, although not mandated by law, is to create and put into writing the corporate bylaws, which will in turn lay out how the corporation will be run and managed. Next, you will also issue stock certificates to the initial owners of the corporation. Finally, you must obtain any license or permits that are needed in order to operate.

Incorporating can be a tricky process. The Trembly Law Firm has years of experience assisting business owners incorporate their business. The benefits of incorporation are exponential. Ensuring that the proper steps to incorporate have been met can be just as crucial as the decision to incorporate in the first place. Call the Trembly Law Firm at (305) 431-5678 today to schedule a consultation.

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