Business Law Frequently Asked Questions

The filing of Articles of Incorporation with the state is the first step in creating a corporation in Florida. This is a document that includes: the name of the corporation, the street address of its principal office, the number and classification of any authorized shares of stock the corporation may issue, the name and address of the corporation’s registered agent to receive service of process, and the name and address of each incorporator.

In addition to the required information, the Articles of Incorporation may also provide optional information, including: the names and addresses of the initial directors, the purpose for which the corporation is organized, and issues regarding managing the business and regulating the affairs of the corporation.

For an LLC, this document is called Articles of Organization.

Bylaws establish and protect the rights, and specify the duties and responsibilities of an organization’s members, Board of Directors, executive committee, and others.  Corporate Bylaws is an organizational document, which is specific to each corporation, but the basic components of Bylaws include the following:

• An organization’s name, purpose and office(s) location
• Members
• Board of Directors
• Committees
• Officers
• Meetings
• Conflict of interest
• Procedure for amending bylaws

Bylaws are not used for LLCs. This information can generally be found in the Operating Agreement of an LLC.

This is a number that is generated by the Internal Revenue Service and it identifies the company for tax purposes, to open bank accounts, etc. It is a company’s “social security number”.  This is otherwise known as an “Employer Identification Number” or “EIN”.

This certificate is issued by the state where the company is registered attesting that the company is in good standing and that it is in compliance with the Department of State’s rules and regulations, i.e. the filing of an annual report with the state.

An operating agreement is an agreement among Limited Liability Company (“LLC”) members, which governs the LLC’s business, and the members’ financial and managerial rights and duties. LLCs without an Operating Agreement are governed by the state’s default rules found in Florida statutes.

An Operating Agreement is similar in function to corporate by-laws, or analogous to a partnership agreement in multi-member LLC’s.

A Share Registry is a list of active owners of a company’s shares. The register includes each person’s name, address and number of shares held, but can further detail the holder’s occupation and price paid. The shareholder register is fundamental to the examination of the ownership of a company.

A fictitious name means any name under which a person transacts business in this state, other than his legal name.  There are strict laws as to how this is registered with the state.