Corporate Formation FAQs

Posted by on Jun 24, 2022 in Legal News | 0 comments

corporate In this article, we will discuss the set steps to forming a corporation in Florida. A business law attorney can help you with anything you need, as they are experienced in this field. Listed below is a brief overview of the steps for forming a corporation. 

How to Form a Corporation in Florida

1. Choose the Name

Your corporation’s name has to include “Corporation,” “Company,” or “Incorporated,” as well as their applicable abbreviations. Additionally, the name has to be different from other businesses that have registered with the Department of State. You can check the Division of Corporations business name database, accessible at http://search.sunbiz.org/Inquiry/CorporationSearch/ByName, to make sure your name is unique. FYI, you cannot reserve a name ahead of time. 

2. Prepare/File Your Certificate 

This is where you might need the help of an attorney. In order to legally create your corporation, you have to file Profit Articles of the Incorporation with Florida’s Department of State Division of Corporations. You can file the articles online or via the mail. The articles must have: 

  • The corporation’s name
  • Principle office street address
  • Purpose
  • Number of shares the company can issue
  • The names/addresses of initial directors and/or officers
  • The name, signature, and address of an agent that gets service of process
  • Name/address of incorporator

3. Appoint Your Corporation’s Registered Agent

All corporations in Florida have to have agent for service of process, and that individual or company has to be listed on the articles. This entity accepts legal papers on behalf of the corporation in the event it is sued. The registered agent can be a human being, or it can be an entity authorized to conduct business in Florida. Prior to designation, the agent has to agree to accept service of process for your corporation. 

4. Create Bylaws

These internal corporation documents set out the basic ground rules about how to operate your corporation. You do not file bylaws with the state, and there is no legal requirement to have them. That said, it is a very good idea to have corporate bylaws, as they set your corporation’s operating rules on paper. This shows creditors, banks, and the IRS that your corporation is legitimate. There are plenty of sample bylaw forms online. 

5. Appoint Directors/Hold Meetings

Directors are appointed when you name them in your articles, and the person must appoint them after you form the corporation. These directors are on your board until shareholders’ first meeting. After this first meeting, directors should do the following, if applicable: 

  • Appoint corporate officers
  • Select a corporate bank
  • Adopt bylaws
  • Authorize issuance of stock shares
  • Adopt an official stock certificate
  • Adopt a corporate seal
  • Set the fiscal year
  • Record these actions in fiscal minutes 

6. Issue Stock 

Next, the corporation can issue stock to shareholders in exchange for shareholders’ contribution of cash, property, and/or services. Small corporations issue paper stock certificates, and you’ll need to enter the shareholder’s contact information and full name into the transfer ledger. In Florida, corporate stock’s default is no par value. But, if you want to establish par value, you can. Again, this is a step that would be best carried out by a business attorney, as the law can be somewhat complex. 

7. File an Annual Report

In Florida, if you want to maintain an active status, your for-profit corporation has to file a yearly report. The report’s first version is due the year after you form your corporation. File online between January 1st and the first of May. Reminder notices will be sent to the email address you have provided to the State. 


8. Get an EIN

An EIN is an Employer Identification Number. This federal number is mandatory. You can get an EIN by filing an online application on the IRS website, for which there is no filing fee. 

We strongly advise that you contact a business law attorney to help you form your corporation, as they law can be difficult for laypeople to maneuver. 

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A Word to the Wise Before Going on Vacation

Posted by on Jun 17, 2022 in Legal News |

vacationVacation is a great time to kick back and relax, and we don’t want to rain on your parade. Unfortunately, that’s just what this article might do. Vacation and summer can be risky, and there are statistics to prove that statement. While you should definitely still go, we suggest updating and reviewing your estate plan before you leave. Make sure everything is in order, just to be safe.

Is Vacation Dangerous? 

Millions and millions of people go on vacation every year with no issues. That said, there are some interesting travel statistics to note. As it turns out, your vacation itself might not be too treacherous, as Be Travel Wise noted that between 74% and 80% of deaths overseas are caused by natural ailments like heart problems. 18% to 24% are caused by accidents, while only 2% are from infectious disease, a la Cabin Fever (just kidding!).

The holidays themselves can be a little unpredictable. AAA says that over 33% of Americans travel during the holidays, which leads to a 34% increase in car accidents. Lastly, Benenden lists slip and falls, sunburn and heatstroke, food poisoning, and road accidents as five of the “most common types of accidents” while vacationing. 

Bottom line, vacation can come with its own perils, and you need to face this risk not by avoiding vacation, but by updating your safeguards. 

What to Review 

General Recommendation 

Generally, the rule of thumb is that you should review and update your estate plan every three to five years. You should also take a look at it if you are experiencing a major life change, such as a birth, death, marriage, or illness/incapacitation. Other than that, reviewing it before you go on vacation also isn’t a bad idea. Though this might not qualify as a “life change,” it does qualify as a period of heightened risk. Below are some of the documents you should make sure to review:

  • Power of Attorney. These documents appoint a trusted individual to manage your financial and/or healthcare affairs in the event that you are too sick or injured to do so. You can rest easy knowing that someone you trust is making decisions on your behalf when you are unable to.
  • Healthcare Directive. This very personal document lays out your wishes to doctors and nurses for end-of-life care and other medical procedures. It makes sure your “DNR” and other orders are honored, even when you cannot communicate them. 
  • Guardianship Papers. If you have minor children, these papers appoint a legal guardian to your kids if something happens to you and your spouse while on vacation. Make sure to discussed with your proposed guardian before putting them down on paper.  
  • Everything Else. Though the three documents above are the most imperative in this context, it wouldn’t hurt to glance over everything else (trusts, last will and testament, etc.) to ensure that those papers are in order, too. 

What If I Don’t Have an Estate Plan? 

If you don’t have an estate plan, there is no time like the present. These plans are vital to ensuring that your end-of-life care and assets are taken care of. Talk to an estate planning attorney today to learn how to start the process. 

Though this article might seem like a bit of a bummer, estate planning is about accepting risks and facing them head-on. We’re sure you will have a great time on vacation, but it never hurts to pick up the phone and contact your estate planning attorney, just to be safe. 

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We’re Halfway Through 2022 – How’s Your Planning?

Posted by on Jun 12, 2022 in Legal News |

June 2022Ready for a sobering reminder? It’s nearly halfway through 2022. It appears time is flying by, and soon it will be the Fourth of July. Summer is upon us, and you don’t want to wait until fall or winter to get your estate plan drafted, if you haven’t done so already. 

In this article, we’ll discuss the potential ramifications of not having an estate plan, in the hopes of motivating you to get going on this vital legal toolset. Also, if you have an estate plan, you’re not off the hook—there are some maintenance recommendations you should follow. 

Tax Issues

There is a reason that estate planning is a process often associated with the wealthy: estate taxes. Federal estate taxes only really impact the super-wealthy, as the exemption is $11.7 million. That said, inheritance and state taxes are two other matters. Estate taxes are paid by the deceased’s estate. Inheritance taxes are levied on the heirs of the deceased. Though Florida does not impose either of these taxes, you’ll have to pay quite a bit if you qualify for the federal estate tax. 

Estate planning can help you legally maneuver around these taxes through trusts, irrevocable gifts, joint accounts, and more. These remove assets from the estate, but you’ll need a plan to actually execute these documents. 

Time and Money Wasted 

If you die intestate, your estate will have to go through probate court, an expensive, time-consuming process. While your estate is in probate court, no one can access your assets and carry out your wishes. They are, effectively, frozen until the courts comb through your estate, apply laws, pay debts, and make their own decisions about how to allocate assets. In Florida, probate takes between six and nine months on average. The probate cost ranges from $1,500 to 3% of your estate’s value, depending on the size. Having an estate plan can make this process far less time-consuming and costly. 

What About Loved Ones? 

As mentioned, when you die without an estate plan, the court makes decisions on your behalf. The court does not know you or your family, and their actions might not align with your wishes. Assets might be passed to the wrong heirs or creditors. Your minor children, if you have them, will get a guardian appointed by the court. This guardian may not have been the one you would have picked. An estate plan ensures your wishes are honored to the fullest extent of the law.

Family Disputes 

This isn’t just the province of daytime court dramas or Jerry Springer. Family disputes over inheritance and wills do occur, and they can get pretty nasty. An estate plan helps prevent these conflicts (or at least ameliorate them), as the plan will clearly and succinctly lay out what you want done with your assets. 

You will be of sound mind when you create the plan, and you can communicate your wishes to your family. Let them express their feelings while you are still alive, as that will allow you to squash conflicts before they can take over the court system. An estate planning attorney is likely well-versed in settling these disagreements; he or she can help. Without an estate plan, your wishes are left up to interpretation (read: disagreement).

Maintaining Your Estate Plan 

If you have an estate plan, good job! Note, you’re still not totally off the hook. According to Fidelity, the rule of thumb is to review your estate plan every three to five years. Conversely, you should review it when there is a significant life event (illness, death, marriage, new birth, etc.). Some people choose to go above and beyond, reviewing it annually or semi-annually. 

Hopefully, this article has spooked you enough to motivate you to set up an estate plan. Without an estate plan, you won’t just inconvenience your loved ones after you die; you’ll also run into issues if you become sick or incapacitated. Contact an estate planning attorney today to learn more and get this process started. 

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