Do I Really Need a Lawyer When I Form a Corporation?

A corporation or S corporation in Florida has a significantly more complex ownership structure than a partnership or LLC. To form a corporation, you will have to register it with the state and follow a number of procedural steps and prepare legal documents.

While technically you can form a corporation without a lawyer, you will almost certainly require legal guidance from an experienced corporate attorney in Florida to ensure compliance with the law. It is just prudent to do it right the first time around.

Legal Steps Involved in Forming a Corporation in Florida

To form a corporation in Florida, you must first, choose a corporate name with an applicable suffix (Corp., Inc. or Co.), while ensuring that the name is recognizably different from other companies already on the Florida Department of State file. The next step is to file the Articles of Incorporation with the Division of Corporations at the Florida Department of State, complying with all the filing instructions. You must also appoint a registered agent authorized to operate in Florida for service of process on behalf of your corporation.

Some other steps are more involved including preparing corporate bylaws, which can help while engaging with the creditors, bankers, the IRS, and other entities, even though it is not a legal requirement in Florida. You must also appoint the initial corporate directors that will serve on the board of the corporation until your first annual shareholder meeting. Another requirement is holding the first meeting of the board of directors of the corporation to adopt bylaws, appoint corporate officers, choose a corporate bank, determine the corporation’s fiscal year, authorize stock issuance, adopt a corporate seal and official stock certificate form, and prepare corporate meeting minutes in the prescribed form.

To form a corporation, you must also comply with the annual report requirements under Florida law in order to maintain an “active” status for your for-profit Florida corporation. You should obtain a federal EIN (employer identification number) and comply with various other tax and regulatory requirements that may apply to your Florida corporation. Depending on the type of business and locations of your corporation, you may also have to obtain some other state and local business licenses.

For a corporation that is not based in Florida, you will have to register with the Secretary of State in Florida in order to do business in the state. In some cases (for instance, if you are partnering with relative strangers), you may consider having a pre-incorporation agreement before you incorporate. This creates a written agreement, which will be used if any disputes or arguments manifest themselves in the future.

How a Florida Corporate Attorney can help form a corporation in Florida?

A skilled and knowledgeable corporate attorney in Florida will help you navigate the various legal forms, incorporation documents, and other requirements, and ensure that everything is in compliance with the state and federal laws.

With a solid corporate lawyer on your side, you can focus on the operational aspects of your new business, without worrying about the legal structures, processes, documentation, and compliance in complex areas such as securities law.

Blanket legal documents and one-size-fits-all online templates are not likely to work, and you may end up losing a lot more in an attempt to cut costs in the most critical areas of incorporation and legal compliance.

Speak to a Reliable Florida Corporate Attorney Today

If you are considering launching a new business or changing the legal structure of an existing business, it would be best to seek legal advice and help from the proven corporate attorneys at The Berman Law Group. Call (800) 375-5555today to set up your consultation.

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