Are you looking to set up a corporation in the state of Florida? If so, you will need to read up on the requirements for Florida corporate bylaws first.
Unlike other business entities, corporations in Florida must have bylaws or a set of internal rules that govern their structure and operation.
If you have no experience drafting bylaws, the process may seem daunting. However, the good news is that there is no standard way to write bylaws. As long as they do not violate Florida law or the corporation’s articles of incorporation, you are free to create your bylaws based on the unique needs of your business.
With that in mind, let us take a closer look at what bylaws are and how to draft the best bylaws for your organization.
What Are Florida Corporate Bylaws?
Florida corporate bylaws are sets of rules governing how every corporation in the state is structured and managed on a day-to-day basis.
The term “bylaws” may be somewhat misleading. They are not external laws set by the federal or state government but internal business documents that corporations create in-house to define how they will operate. You can think of bylaws as manuals or blueprints for running corporations.
Florida corporate laws give businesses considerable leeway regarding the exact content of their bylaws.
That said, bylaws typically include provisions on a corporation’s purpose and management structure; the rights and responsibilities of its directors, officers, and shareholders; procedural matters such as the times and locations of annual meetings; and various other affairs of the corporation.
Florida Corporation Bylaws vs Florida Corporation Operating Agreement
People sometimes use the terms “corporate or corporation bylaws” and “corporation operating agreement” interchangeably, but these are two different things.
Bylaws are the instruments that govern corporations. Corporation operating agreements are the instruments that govern limited liability companies or LLCs.
To learn more about the differences between these business entities — and find out which one may be a better fit for your needs – read our articles on S Corp vs C Corp and LLC vs S Corp Florida differences.
Why Do Florida Corporation Laws Require Corporate Bylaws?
The Florida Business Corporation Act requires all corporations in the state to have bylaws.
Other than this, Florida corporation laws do not mandate what should be included in a corporation’s bylaws. You are free to insert any provision as long as it does not violate Florida law or the corporation’s articles of incorporation.
Bylaws are typically adopted by the incorporators or board of directors. This is done at an organizational meeting after the articles of incorporation have been filed with the Florida Department of State, which is required to incorporate in Florida. In some cases, shareholders may also adopt bylaws if this power is reserved for them in the articles of incorporation.
Once the bylaws are adopted, you must keep a copy at the corporation’s principal place of business but do not have to file them with the Division of Corporations or another government agency. There is no need to sign the bylaws either.
Are Non-Profit Bylaws in Florida Also a Requirement?
Like all corporations in Florida, non-profits must have bylaws and keep a copy at their principal place of business. However, they do not need to file them with the Division of Corporations. Non-profit bylaws in Florida also do not need to follow any specific format.
Do Florida Non-Profit Bylaws Differ from Those for For-Profit Corporations?
There are no specific requirements for Florida non-profit bylaws. Like for-profit bylaws, they should include basic information about your organization, its structure, management, and operations.
However, if you are looking to pursue tax-exempt status under section 501(c)(3) of the Internal Revenue Code, keep in mind that the IRS will examine your bylaws to verify that the organization meets the exemption requirements.
To increase your chances of getting 501(c)(3) status, your bylaws should include:
The name of the corporation and its purpose: Eligible purposes include charitable, scientific, educational, literary, and religious causes; public safety testing; amateur sports competitions; and the prevention of children or animal cruelty.
Limitations on activities: Section 501(c)(3) organizations may not engage in political activity or substantial lobbying.
Conflict of interest policy: Your bylaws should require directors to disclose conflicts of interest and refrain from voting on issues they could personally benefit from.
Compensation policy: Directors of section 501(c)(3) organizations cannot receive more than a reasonable remuneration for their work.
Public disclosure policy: Exempt non-profits must disclose their exemption application and annual tax returns.
Document retention and destruction procedures: Exempt organizations must maintain meeting minutes and other corporate records and destroy them after a specified period.
Why Does the Law Require Corporate Bylaws in Florida?
Florida’s bylaws requirements are not meant to make the lives of incorporators more difficult. By setting out important structural and procedural rules in advance, bylaws provide indispensable guidelines to a corporation’s management and are critical to running an organization smoothly, efficiently, and transparently.
Bylaws are particularly useful in emergencies or disputes between partners or shareholders of the corporation, such as when a party wants out of the business or does not honor its obligations. By laying out clear protocols to follow in various situations, bylaws can help resolve conflicts and even save the corporation from lawsuits.
What Should Florida Bylaws Include?
Florida corporate laws do not require bylaws to include any specific provisions. There is no one-size-fits-all formula, and each corporation should draft its own bylaws that are unique to its purpose.
That said, it is standard practice for bylaws to contain the following information at a minimum:
The corporation’s name and business purpose
Principal office location
The name and address of the registered agent who will receive legal mail on behalf of the corporation
The owners, directors, members, and officers of the corporation and their rights, responsibilities, and qualifications
How officers and directors will be appointed, removed, and indemnified
Shareholder rights, including voting rights
The types and number of shares
How stock will be sold or transferred
How shares and ownership will be distributed
Conflicts of interest policy
Details of any committees and their rights and responsibilities
Annual meeting schedules, locations, and procedures
Procedures for making changes to the bylaws
How the corporation will be dissolved
Note that it is essential to include the names and addresses of the corporation’s owners. If you fail to do so, the company ownership may be called into question later.
For instance, if the IRS audits the corporation, it will likely examine its bylaws to find out how many shares of stock are owned by each shareholder, including their respective profits and losses. If the bylaws do not provide this information, the IRS will make its own determination of who owns what and how much tax they owe – and this determination may be to your disadvantage.
Depending on the nature of your organization, bylaws can be a very complex document that requires a considerable amount of time and expertise to draft properly. A single mistake or omission can have serious legal and tax repercussions.
To save yourself time, money, and future legal trouble, contact the Cueto Law Group today and have one of our corporate law attorneys draft your bylaws. We will make sure that your bylaws include all essential provisions so that you can focus on running your business stress-free.
Sample Florida Bylaws Template
To get a better idea of what to include in your bylaws, check out our downloadable templates below. These include sample Florida bylaws for a profit corporation, as well as a Florida corporate bylaws form for a non-profit.
However, note that these are intended as examples only and may not be appropriate for your organization. You should always speak with a corporate law attorney before drafting your bylaws.
Sample Florida Corporation Bylaws templates
Free Florida corporation bylaws template Word | Free Florida corporation bylaws template PDF |
| Download coming soon! | Download coming soon! |
Sample Florida Non Profit Bylaws templates
Free Florida non profit bylaws template Word | Free Florida non profit bylaws template PDF |
| Download coming soon! | Download coming soon! |
Final Thoughts on Florida Corporate Bylaws
Bylaws are crucial for the proper functioning of your corporation. While there are no requirements for specific provisions to include, copy-pasting from a corporate bylaws template for Florida is a bad idea and can get you in trouble with the law.
Need Help with Florida Corporate Laws?
To ensure that your bylaws are bulletproof, contact the Cueto Law Group today. Our corporate law attorneys will draft your bylaws, and you will have peace of mind.
FAQs on Florida Corporation Bylaws
Do Bylaws Have to Be Filed with the State?
No, they do not. Bylaws are internal documents. There is no requirement to file them with any state or federal institution or include specific provisions. However, Florida statutes require companies to keep a copy of their bylaws at their principal place of business and present them when required for audits.
Are Bylaws Filed in Florida?
No. You do not need to file Florida corporate bylaws with any state or federal agency or insert any specific provisions. The only requirement is to keep a copy of the bylaws at the corporation’s principal business address and allow access to them for auditing purposes.
What Officers Are Required for a Florida Corporation?
Florida corporate law does not set requirements for the number and types of corporate officers you should appoint. The only requirement is to have at least one officer who will be responsible for preparing the minutes of director and shareholder meetings and authenticating the corporation’s records.
Does a Florida Corporation Have to Have a Secretary?
Every Florida corporation must have a board of directors elected by the corporation’s officers and shareholders. At a minimum, the board of directors must include a president and a secretary elected by the members of the board. Other than this, there is no required number of directors.
