Florida Corporate Bylaws: What to Include and Template

Florida corporate bylaws are the internal rulebook for your corporation: how directors are elected, how meetings work, who the officers are and how shares change hands. Every Florida corporation is required to have them, but you don’t file them with the state. You adopt them at the start and keep them with your corporate records.

Banks and investors usually ask to see them, and following them is part of what keeps your liability protection intact. Below is what Florida law requires, what to put in them, and sample language for each section.

What does Florida law require for bylaws?

The Florida Business Corporation Act (Chapter 607, Florida Statutes) sets the rules.

You must adopt them. Section 607.0206 requires the incorporators or initial directors to adopt bylaws. If the incorporators adopt them, they stay in effect until the board of directors changes them.

You decide what’s in them. Florida doesn’t mandate specific bylaw provisions. Under Section 607.0206, bylaws may contain any provision for managing the business and regulating the corporation’s affairs that isn’t inconsistent with the law or the articles of incorporation.

The board can change them. The board can adopt, amend or repeal bylaws unless the articles of incorporation or the bylaws themselves reserve that power exclusively to shareholders.

Shareholders can change them too. Shareholders retain the power to amend or repeal bylaws adopted by the board, even where the board also has that authority.

They’re not filed. Unlike the articles of incorporation, bylaws stay internal. Provide copies to all directors and keep them with your corporate records.

Bylaws vs. articles of incorporation

People mix these up all the time. The articles create the corporation. The bylaws run it.

If the two ever conflict, the articles control.

What should Florida corporate bylaws include?

Seven sections cover what most corporations need. The sample language below is a starting point. Fill in the bracketed choices and adjust it to how your company actually operates.

Offices and registered agent

State where the principal office is and point to the registered agent on file with the state.

Section 1.1 Principal Office. The principal office of the corporation shall be located in [City], [County], Florida.

Section 1.2 Registered Office and Agent. The registered office of the corporation required by the Florida Business Corporation Act shall be located at the address on file with the Florida Division of Corporations. The registered agent shall be as designated in the articles of incorporation or as subsequently appointed by the board of directors.

Shareholders

Cover the annual meeting, who can call special meetings, notice, quorum and voting. The decision that matters most here is the percentage needed to call a special meeting. Set it too low in a company with several owners and a small shareholder can force meetings whenever they like.

Section 2.1 Annual Meeting. An annual meeting of shareholders shall be held on [specify date/month] each year at a time and place determined by the board of directors for the purpose of electing directors and transacting other business.

Section 2.2 Special Meetings. Special meetings of shareholders may be called by the president, the board of directors, or shareholders holding at least [10-25]% of shares entitled to vote.

Section 2.3 Notice of Meetings. Written notice of shareholder meetings shall be given not less than 10 nor more than 60 days before the meeting date, stating the place, date, time, and purpose of the meeting.

Section 2.4 Quorum. A majority of shares entitled to vote, represented in person or by proxy, shall constitute a quorum for the transaction of business.

Section 2.5 Voting. Each outstanding share shall be entitled to one vote on each matter submitted to a vote, except as otherwise provided in the articles of incorporation. Shareholders may vote in person or by proxy.

Board of directors

Set the board’s size, term, meetings, quorum and voting. Include the clause allowing action by written consent. For a small corporation, this is the one you’ll use most, because it lets the board act without holding a formal meeting.

Section 3.1 General Powers. All corporate powers shall be exercised by or under the authority of the board of directors, and the business and affairs of the corporation shall be managed under the board’s direction.

Section 3.2 Number and Term. The board shall consist of [number] director(s). Directors shall hold office until the next annual meeting of shareholders and until their successors are elected and qualified.

Section 3.3 Regular Meetings. Regular meetings of the board shall be held [monthly/quarterly] at such time and place as the board may determine.

Section 3.4 Special Meetings. Special meetings may be called by the president or any two directors upon [48 hours] notice to all directors.

Section 3.5 Quorum and Voting. A majority of directors shall constitute a quorum. The act of a majority of directors present at a meeting at which a quorum is present shall constitute the act of the board.

Section 3.6 Action Without Meeting. Any action required or permitted to be taken at a board meeting may be taken without a meeting if written consent is signed by all directors.

Officers

List the officer positions, how they’re elected, what each does, and how they can be removed.

Section 4.1 Officers. The officers of the corporation shall be a president, secretary, and treasurer, and may include one or more vice presidents and such other officers as the board may appoint.

Section 4.2 Election and Term. Officers shall be elected annually by the board of directors. Each officer shall hold office until a successor is elected or until death, resignation, or removal.

Section 4.3 Duties. The president shall be the chief executive officer, shall preside at shareholder and board meetings, and shall have general supervision over the business of the corporation. The secretary shall keep minutes of shareholder and board meetings, maintain corporate records, and give required notices. The treasurer shall have custody of corporate funds, maintain financial records, and prepare financial reports.

Section 4.4 Removal. Any officer may be removed by the board of directors with or without cause at any time.

Stock certificates and transfers

Cover how certificates are signed, how shares transfer, and what happens when a certificate is lost.

Section 5.1 Certificates. Certificates representing shares shall be signed by the president or vice president and the secretary or treasurer, and shall state the shareholder’s name, number of shares, and class of stock.

Section 5.2 Transfer of Shares. Shares shall be transferable on the books of the corporation upon surrender of the certificate properly endorsed. The corporation may treat the registered holder as the owner for all purposes.

Section 5.3 Lost Certificates. The corporation may issue a replacement certificate for any lost, stolen, or destroyed certificate upon receipt of an affidavit and such indemnity as the board may require.

If you want control over who can become a shareholder, this is also where transfer restrictions and a right of first refusal go. In a closely held corporation, we’d include them.

Records and fiscal year

Section 6.1 Corporate Records. The corporation shall keep correct and complete books and records of accounts, minutes of shareholder and board meetings, and a record of shareholders with addresses and shares held.

Section 6.2 Inspection Rights. Shareholders may inspect corporate records at reasonable times for proper purposes upon written demand.

Section 6.3 Fiscal Year. The fiscal year of the corporation shall be [January 1 to December 31 / specify other period].

Amendments

Section 7.1 By Directors. These bylaws may be amended, altered, or repealed by the affirmative vote of a majority of the board of directors at any regular or special meeting.

Section 7.2 By Shareholders. These bylaws may be amended, altered, or repealed by the affirmative vote of a majority of shares entitled to vote at any regular or special meeting of shareholders.

Florida lets you make amendments easier or harder by setting your own voting requirement in the bylaws, for example a two-thirds vote instead of a simple majority.

How do you adopt bylaws?

1. Draft them. Start from the provisions above and tailor them to your corporation.
2. Hold an organizational meeting. The incorporators or initial directors formally adopt the bylaws. This can be the same meeting where you appoint officers and issue the first shares.
3. Record it in the minutes. The minutes should say the bylaws were presented, reviewed and adopted.
4. Sign and date them. The secretary signs. Some corporations also have every director sign to acknowledge receipt.
5. Distribute and file them away. Give each director a copy and keep the original in your corporate record book with the articles, minutes and stock records. Officers and shareholders should be able to review them.

You don’t need to notarize them. Florida doesn’t require it.

How do you amend them later?

A director or shareholder proposes the change, the people who’ll vote get advance notice, and the board or shareholders vote at a meeting, typically by majority. Record the amendment in the minutes, update the bylaws document, and send the new version to every director.

Review them once a year, and any time you add a shareholder, change officer roles, or change how the company is governed.

Mistakes that cause problems later

Using a generic template unchanged. Bylaws that don’t fit how your company actually works lead to confusion and disputes.

Contradicting the articles. If they conflict, the articles win, and the bylaw provision is useless.

Including provisions Florida law doesn’t allow. For example, you can’t eliminate all director liability in bylaws.

Not following your own bylaws. This is the one that can cost you your liability protection. If your bylaws require an annual meeting, hold it and keep minutes.

Losing track of amendments. Keep one complete, current version that reflects every change.

No protection for minority owners. With multiple shareholders, include provisions that protect minority shareholders from oppression by the majority.

No plan for deadlock. Include a way to resolve deadlocks and conflicts so they don’t end up in costly litigation.

Do you need a lawyer?

Florida doesn’t require one. A template you customize carefully is usually fine for a single-shareholder corporation with straightforward operations, run by someone comfortable with basic corporate governance.

Talk to an attorney if you have multiple shareholders with different ownership percentages, want transfer restrictions or custom provisions, plan to raise outside investment, or have partnership-like arrangements that need protecting. Even if you draft them yourself, an attorney’s review is often worth paying for once more than one person owns the company.

Frequently asked questions

Are corporate bylaws required in Florida?

Yes. The Florida Business Corporation Act requires every corporation to adopt bylaws. They aren’t filed with the state, but they must be kept with your corporate records.

What happens if a corporation doesn’t have bylaws?

You can end up with disputes over procedure, trouble opening a bank account, a higher risk of the corporate veil being pierced, and problems with investors or buyers doing due diligence.

Can one person adopt bylaws?

Yes. A sole incorporator or initial director can adopt them alone, and a single-shareholder corporation still needs them.

Can shareholders overrule the board on bylaws?

Yes. Florida law gives shareholders the power to amend or repeal bylaws, including ones the board adopted, unless the articles of incorporation limit that power.

What’s the difference between bylaws and an operating agreement?

Bylaws govern corporations. Operating agreements govern LLCs. They do similar jobs, but a Florida corporation needs bylaws, not an operating agreement.

Should bylaws cover indemnification of directors and officers?

Yes. Many corporations indemnify directors and officers for actions taken in good faith on the corporation’s behalf, subject to Florida law’s limits. It also helps attract qualified directors.

Can bylaws restrict who can buy shares?

Yes. Transfer restrictions and right of first refusal provisions are common in closely held corporations.

Make them match how you actually run the company

The best bylaws are ones you can actually follow. If you’re a one-person corporation, don’t adopt bylaws that require quarterly board meetings you’ll never hold. Pick a schedule you’ll keep, use written consents for routine decisions, and keep the signed minutes and consents in one place. That record is what proves the corporation is real if anyone ever challenges it.