Corporation Formation

A Florida corporation buy-sell agreement is a contract between the shareholders that decides, in advance, who buys a shareholder’s stock, at what price, and how it gets paid for when that shareholder dies, becomes disabled, retires, divorces, goes bankrupt or simply wants out. People call it a “business prenup,” and the comparison fits: it’s farContinue reading “Buy-Sell Agreements for Florida Corporations”

A Florida corporation capital contribution is anything of value a shareholder puts into the company, usually in exchange for stock. Florida doesn’t set a minimum, so you can legally start with very little, but the amount you put in and how you document it affect your taxes and whether your liability protection holds up ifContinue reading “Capital Contributions to a Florida Corporation”

Florida corporation dividends are declared by the board of directors, and only when the corporation passes the state’s solvency test. After the payment, the corporation has to be able to pay its debts as they come due, and its assets have to exceed its liabilities. Shareholders can’t force a dividend, but once the board declaresContinue reading “How Florida Corporations Pay Dividends”

The short version of Florida corporate officers vs directors: directors govern and officers run the business. Shareholders elect the directors, who set strategy and oversee the company as a board. The board appoints officers, such as a president, treasurer and secretary, to handle daily operations and carry out its decisions. In a small corporation, theContinue reading “Corporate Officers vs Directors in Florida: Roles Explained”

Florida corporation stock issuance works in a fixed order: your articles of incorporation authorize a number of shares, the board approves each issuance by resolution, the corporation receives payment, and you record the shares in a stock ledger. Don’t skip securities law. Every issuance, even to co-founders, has to be registered or fit an exemption.Continue reading “Stock Issuance Rules for Florida Corporations”

To change corporate officers, Florida corporations need a board resolution. The board of directors appoints and removes officers, you record the decision in the minutes, and you report the new officer list on your next annual report on Sunbiz. That’s the core of it. The parts that take care are the bylaws, any employment agreement,Continue reading “How to Add or Remove Corporate Officers in Florida”

A Florida shareholder agreement is a private contract among a corporation’s owners that sets the rules for voting, selling shares, buyouts and disputes. Florida doesn’t require one, but if your corporation has more than one shareholder, you should have one. Without it, those questions get answered by Florida’s default corporate law, which may not matchContinue reading “Shareholder Agreements: Protecting Florida Corporation Owners”

Florida corporate officer duties come down to two obligations: the duty of care and the duty of loyalty. Directors owe the same two duties. Meet them and the law gives you a lot of room to make business calls that don’t work out. Breach them and you can be personally liable, even though the corporationContinue reading “Director & Officer Duties Under Florida Corporate Law”

A Florida S-Corp reasonable salary is what you’d have to pay an unrelated person to do the work you do for your company. There’s no IRS percentage or formula. If you’re a full-time owner doing the core work, expect a salary close to market pay for that job, and take the rest of the profitContinue reading “S-Corp Reasonable Salary Requirements in Florida”

The biggest tax benefits of incorporating in Florida are no personal income tax, no franchise tax, and a 5.5% corporate income tax with the first $50,000 exempt. For a business that operates here, that’s hard to beat. But those benefits depend on where you live and work, not just where you file your articles. IncorporatingContinue reading “Tax Benefits of Incorporating in Florida vs Other States”