A Florida Business & Corporate Law Requirement: Bylaws
Florida corporations are popular business entities. They are standalone institutions, apart from their owner or owners and have several benefits. But corporations require something that some business entities do not require – corporate bylaws. Bylaws are the foundation to the structure and operation of a corporation and Florida’s business and corporate laws require each corporation to have bylaws.
Bylaws Set the Ground Rules for the Corporation
You may ask, what does it mean to have a corporation? Having a corporation means protection for your personal assets, by creating a legal division between you personally and your corporation. To protect your corporation’s assets, you need to create the bylaws. The bylaws set the ground rules for the corporation.
In a previous article, we mentioned that the corporate bylaws is a document consisting of the rules of governance for the corporation and set forth how the corporation will operate. Bylaws also govern the ownership of the corporation and must have key requirements:
- The duties of the board of directors
- The duties of officers
- Information regarding annual meetings
- Handling of shareholder and partner disputes
- How to dissolve the corporation
The bylaws is essentially a procedural document. There’s no standard way to write them. If you are in the process of forming a corporation and are writing bylaws without prior experience, you should consult an experienced West Palm Beach business or corporate law attorney.
Because writing the bylaws can take a significant amount of time, are not the easiest document to prepare, and have legal and tax requirements and consequences, working with an attorney will save time and money.
Your attorney will draft your corporation’s bylaws to make sure your corporation is organized properly. You will have peace of mind knowing that your bylaws are done right, the first time.
The State of Florida Requires Bylaws
Under the Florida Business Corporation Act, the corporation must have bylaws. Florida law states that the corporation can contain any provision for managing and regulating the affairs of the corporation that is not out of alignment with the law or the corporation’s articles of incorporation.
For Emergency Situations and Disputes
The bylaws are the foundation of the entire corporation. Whenever an emergency arises or there’s a dispute between partners and shareholders, you should always be able to refer to your bylaws to provide the resolution.
Bylaws have saved many corporations from lawsuits, and other sticky situations that would put the corporation in jeopardy. For example, what do you do when one partner wants out of the business? What happens when a shareholder does not honor his or her obligation to the corporation?
Without this governing document in your corporation, your business is left without direction as to what to do in these circumstances, that arise more often than one might think,.
When You Need Help Forming a Florida Corporation and Drafting Bylaws, Contact Our West Palm Beach Business & Corporate Law Attorneys.
If you recently formed a corporation whether alone or with investor, partners, or friends, contact the West Palm Beach business & corporate law attorneys at Kelley, Fulton & Kaplan at 561-264-6850 for a consultation. Our experienced business & corporate law attorneys will ensure your corporation starts off on the right foot and work with you to lay the foundation for your corporation by drafting your corporation’s bylaws.