Florida corporate bylaws serve as a set of rules dictating how the corporation will be structured and operated. It defines the roles and responsibilities of directors, officers, and shareholders. Additionally, the bylaws address matters such as the issuance and transfer of stock, voting guidelines, and amendment procedures.
While there is flexibility in drafting bylaws to suit the specific needs and circumstances of the corporation, certain provisions are mandatory under Florida law, such as the requirement for annual shareholder meetings, profit distribution, or the maintenance and accessibility of corporate records.
Legal Requirements
Under state law, corporations must establish bylaws. [1] Additional legal aspects to consider when drafting your corporation’s bylaws:
- Annual Meetings – Held for electing directors and conducting business, which may occur at a designated place or via remote communication. [2]
- Corporate Bylaws – May include provisions not conflicting with law or the articles, such as allowing shareholder-nominated directors in proxy solicitations, reimbursing proxy solicitation expenses, and establishing exclusive forum provisions. [3]
- Issuance of Stock – Shareholders are authorized to issue shares for any form of consideration, ensuring the board determines adequacy before issuance, with this determination being conclusive regarding the validity, full payment, and non-assessability of the shares. [4]
Naming Considerations
- Required Words: “Corporation,” “Incorporated,” “Company,” or an abbreviation thereof (choose one).
- Prohibited Words: Language indicating the corporation is either organized for an impermissible purpose or connected with a state or federal government agency or corporation chartered under U.S. law.
- Name Reservation Period: 120 days. [5]
- Renewal Period: Not available.
- Transferability: May be transferred by delivering signed notice. [6]
Emergency Bylaws
The board of directors can adopt emergency bylaws unless stated otherwise in the articles of incorporation. These are effective only during defined emergencies, enabling the corporation to manage its affairs. They cover procedures for convening board meetings, establishing quorum requirements, and designating substitute directors.
An emergency is recognized when assembling a quorum of the board becomes impractical due to a catastrophic event. [7]
