Florida Corporate Bylaws

What are Corporate Bylaws?

Corporate bylaws govern how your Florida corporation is run. Aside form being a legal requirement, your corporation’s bylaws are essential because they establish your company’s management structure, the rights, responsibilities and duties of corporate directors and officers, and other issues concerning how the company operates.

You can think of corporate bylaws as a blueprint for how a corporation is managed. Incorporators, directors, or shareholders adopt their bylaws during their initial organizational meeting. Because of how important this document is to the business operation, business owners typically draft their bylaws under the consultation of a legal or business professional.

Why Do I Need Florida Corporate Bylaws?

For one, Florida law requires that all corporations have corporate bylaws. According to FL Stat § 607.0206, the incorporators or board of directors must adopt initial bylaws of the corporation unless that power is reserved to the shareholders by the Articles of Incorporation.

Just as important, though, is that writing corporate bylaws is critical to running your business smoothly and efficiently. For example, every corporation must appoint directors and corporate officers (President, Secretary, Treasurer, etc.). The bylaws are where their duties will be explained. Even simple procedural issues, such as when and where the annual shareholders meeting will be held, are addressed while writing corporate bylaws.

What Must I Include in My Corporate Bylaws?

Every corporation writes its own, and so every company’s bylaws are specific to that corporation. There is not a single, one-size-fits-all set of requirements.

Most corporate bylaws forms address at least the following:

  • Corporation Name, Purpose and Primary Office Location
  • Members, Directors and Officers (Including Duties and Responsibilities)
  • Number and Type of Shares of Stock
  • Rights of Shareholders (Including Voting Rights)
  • Committees
  • Annual Meeting Times, Locations and Procedures
  • Conflicts of Interest
  • Amendment Process

Where Do I File My Florida Corporate Bylaws?

Bylaws are internal, and they are not filed with any state or federal agency. Your bank, however, will likely ask to see them before extending any loans or lines of credit.

Do I Need to Sign My Corporate Bylaws?

While you’re not required to sign your bylaws according to Florida statutes, it’s a good idea to have board members and officers sign the bylaws to reinforce the validity of the document.

How Much Does It Cost for a Corporate Bylaws Kit?

Prices range, but the truth is you don’t need one. You can write them yourself, and you do not need to hire a lawyer or tax specialist to do so. Many clients call us to ask about a corporate bylaws kit. We do not offer a corporate bylaws kit, but you can use our free template to draft your corporate bylaws.

And if you choose to hire us as your registered agent or incorporation service in Florida, you get a template for your corporate bylaws along with a library of templates for critical business documents (like your initial corporate resolution and certificate of stock) already drafted by our in-house attorneys.

Am I Required to Include My Name and Address?

Yes. This is where you will establish ownership of your corporation. If you do not, it is possible that the ownership of your company may be called into question in the future.

For example, if your corporation is audited, the IRS will ask to review your bylaws to determine the shares of stock each shareholder owns and their percentage of profits and losses. Without your bylaws, the IRS will determine on their own who owns what and how much tax is owed.

However, our clients do have the option to use our Florida business address as their principal office address and business mailing address (typically in combination with one of our Florida mail forwarding service packages).

Are My Bylaws Part of the Public Record?

No. This is an internal document, and it is not filed with any government agency.

There are, however, numerous documents that can be accessed by the public, and many of those documents will have your name and address on them. It is not possible to form an anonymous corporation in Florida, but you can form an anonymous LLC. If you are seriously concerned about keeping your information private, you may want to consider our Florida Double LLC.