Corporate By-Laws in Florida
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Do you want to wind up partners with a person whom you never met?
Do you want to wind up in court over a deadlocked vote?
If your majority owner becomes incapacitated or killed are you prepared for the decedent’s spouse or children to take control of the corporation and run it as they see fit?
If these questions concern you, you should be concerned with your corporations bylaws.
Most people are not, until it’s too late.
Corporation Bylaws refers to the document on file within a corporation that the corporation utilizes to organize the internal management. The bylaws set out the rules and responsibilities for shareholders, officers, and board directors. The alternative names “Corporate Bylaws” or “Company Bylaws” refer to the same document.
When you file a company for incorporation the articles of incorporation are known as the “Charter Documents.”
After filing your articles of incorporation, the next step is to create and execute the internal document that governs how your company will run. These documents are “internal” because they are not filed with the state; therefore, unlike the charter documents, these documents are not publicly accessible. For “C” Corporations, “S” corporations, and nonprofit corporations, the internal document that dictates how the corporation shall be governed is called “bylaws.”
Because bylaws are not a required filing, and because business owners are often anxious to get through the paperwork formalities and get to transacting business, bylaws are often rushed, or “Boiler Plate” bylaws are downloaded, printed and quickly stuffed into the corporate book. This is a big mistake and can have catastrophic results when problems arise. “One Size Fits All” bylaws could lead to big problems when owners and management have different expectations of their roles, responsibilities, limitations, and rewards. This can lead to costly protracted litigation.
The bylaws of a corporation instruct the Board of Directors on how to govern the corporation. Generally, there are statutory requirements on certain minimums which the bylaws must adhere to such as the minimum and maximum number of directors, or how shareholder meetings and special meetings must be called. In addition, to the provisions required by statute, a corporation may choose to include other guidelines, permissions and limitations for the governance of the company.
Our Florida business attorneys will conduct a thorough interview with company ownership and draft bylaws for common contingency issues as well as many litigation pitfalls that often go unnoticed. We will draft bylaws that allow you to manage and grow your business with confidence.
A lot of grief and unnecessary legal hassle can be avoided by taking the time to tailor and understand your company bylaws.
Does all this sound a bit daunting?
Don’t worry. Our South Florida corporate lawyers serve clients in Palm Beach County, Broward County, Miami Dade County, and throughout Florida.
If you need assistance completing or replacing boiler plate corporate bylaws, or simply have questions on your corporation or incorporating another, please contact us.
We can help.
We want to hear your story and share ours.