How to form a corporation?

How to form a corporation? 

1. Articles of Incorporation. To form a corporation in Florida, the incorporator must file “articles of incorporation” with the Florida Department of State Division of Corporations. The incorporator is the person who forms the corporation by filing and signing the articles of incorporation.

Technically, the corporation is formed once the articles of incorporation are filed with the state. However, there are additional tasks that must be taken care of in order to fully complete the formation process. In my experience, this is one of the most common pitfalls for corporations that are unsuccessful. It is important to consult with a business attorney to ensure that your corporation is properly formed. The following basic steps help ensure that your corporation is properly formed. 

2.Create “Bylaws.” Bylaws do not have to be filed with the state. However, creating your company’s bylaws is very important because they set forth the basic rules that will govern the operations and decision-making processes of the corporation. For example, bylaws will state the percentage or number of votes needed to approve a corporate action. 

3. Issuing Stock Certificates. You should issue stock certificates to the shareholders of the corporation and record the ownership of the issued shares in the business records.

4. Hold an initial meeting of the board of directors.

5. Transfer assets to the corporation (if appropriate).

6. Create a shareholder’s agreement (if appropriate).

7. File the appropriate tax forms with the IRS and Florida Department of Revenue.

To retain your corporate status, you must continue to follow certain corporate formalities. These include:
1. Holding an annual shareholder’s and board of director’s meeting.

2. Keeping minutes and documenting decisions made at all shareholders’ and board of director’s meetings.

3. Making sure that officers and directors sign corporate documents in their capacity as officer or director of the corporation.

4. Keep separate and independent bank accounts.

5. Keep detailed and accurate financial records.

6. File a separate corporate income tax return. 

Following these basic steps are crucial when forming your corporation. You would be well served to consult with a business law attorney to ensure that you and your corporation are properly protected. 

If you need assistance forming a corporation or would like to discuss a business matter, please call our office to schedule a free consultation at (407) 415-0942. 

What is a corporation?

What is a corporation?
A corporation is a business entity that is independent and separate from the people who own and control it. 

• Owners of the corporation have limited liability. This means that the owners are not personally liable for the corporation’s debts, except in certain circumstances.
• Tax laws view corporations as a legal “person.” This means corporations may enter into contracts, sue or be sued, incur debts, and pay taxes. 
• Corporations can own property.
• Corporations can own and operate businesses.