FL Corp Initial Shareholder Meeting
After you incorporate in Florida, you must hold an initial shareholders meeting. This is the first official meeting of your new corporation, and it is at this meeting that you will address a series of corporate formalities, approve legal documents, and set the management of your company.
In a technical sense, the operation of your Florida corporation cannot really go forward without holding an initial shareholders meeting. The management of your company, for example—the designation of your directors and officers—must be approved by your initial shareholders. If your shareholders do not officially meet and vote, then the management remains officially undecided.
In a small, family-owned Florida corporation, this initial shareholders meeting may be nothing more than a discussion over breakfast. However, it still must officially occur.
The first motion of the meeting needs to be authorizing someone to take notes and compile minutes for the meeting.
Documents Needing Approval
The two major documents that must be approved and ratified by your initial shareholders are your Florida Articles of Incorporation, which you have already filed with the Division of Corporations, and your Corporate Bylaws. Both documents should have been reviewed and fully understood by your shareholders.
It is good to review the accuracy of your Articles and ensure that the details are correct, such as the address of your registered agent in Florida, your principal business address, etc. It is easy to make a mistake on these forms, and if a mistake has been made, you are required to correct it with the DOC.
Your Bylaws are perhaps the most critical document needing ratification. Your shareholders need to ratify a number of items at this meeting, all of which should have been documented in the Bylaws.
Every shareholder should have a copy of your Bylaws.
Items for Ratification
The most important individual items for ratification are the following:
- Approval of issuing of shares to initial shareholders
- Approval of classes, values and rights associated with shares
- Appointment of Board of Directors
- Appointment of Corporate Officers
The main purpose of this meeting is to review and agree that the ownership of the company as laid out in your Corporate Bylaws is accurate, and then to vote upon and settle the various management positions.
Your initial shareholders meeting should also ratify all initial resolutions of the company, such as authorizing certain individuals to open bank accounts for the company. When you go to open a business account, the bank will need documentation that the individual opening the account is indeed authorized to do so.
Any other items that your shareholders feel need to be addressed can be handled at the meeting. Every Florida corporation is different and will thus have its own unique interests and issues that need to be determined.