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 (§ 607.0206(1)). Additional legal aspects to consider when drafting your corporation’s bylaws:
- Annual Meetings – § 607.0701.
- Corporate Bylaws – § 607.0206.
- Issuance of Stock – § 607.0621.
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: No reservation.
- Renewal Period: N/A.
- Transferability: N/A.
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 (§ 607.0207).
