Corporate law in Florida includes the specific statutes, regulations, and legal principles that govern the formation, operation, and dissolution of corporations within the state. While many of the general principles of corporate law apply in Florida, there are certain aspects that are specific to the state.
Florida Business Corporation Act (FBCA)
The FBCA is the primary statute that governs corporations in Florida. It sets out the rules and regulations for the formation, governance, and dissolution of corporations. The FBCA outlines requirements for articles of incorporation, shareholder rights, director and officer duties, shareholder meetings, corporate actions, and other corporate matters.
In Florida, the formation of a corporation requires filing articles of incorporation with the Florida Division of Corporations. The articles must include certain information, such as the corporation’s name, purpose, registered agent, and the number of authorized shares. Florida law allows for the formation of various types of corporations, including for-profit and nonprofit corporations.
Florida law provides certain rights and protections to shareholders of corporations. This includes the right to inspect corporate records, the right to bring derivative actions on behalf of the corporation, and the right to dissent from certain corporate actions and demand appraisal rights.
Director and Officer Duties
Directors and officers of corporations in Florida owe fiduciary duties to the corporation and its shareholders. These duties include the duty of care (exercising reasonable care and diligence in managing the corporation) and the duty of loyalty (acting in the best interests of the corporation and avoiding conflicts of interest). Directors and officers must fulfill their responsibilities in good faith and with the level of care that an ordinarily prudent person would exercise in a similar position.
Shareholder Meetings and Voting
Florida law regulates the conduct of shareholder meetings and the voting process. It outlines the requirements for notice of meetings, proxy voting, quorum requirements, and the manner of voting. Florida law also allows for shareholder action by written consent without a meeting in certain circumstances.
Dissolution and Winding Up
Florida law governs the process of dissolving a corporation. This involves winding up the corporation’s affairs, settling its liabilities, and distributing the remaining assets to shareholders. The FBCA provides procedures for voluntary dissolution, as well as involuntary dissolution by court order.
Florida allows for the formation of professional corporations (PCs) for licensed professionals, such as attorneys, accountants, and architects. Professional corporations must comply with specific requirements and regulations set forth by the Florida Department of Business and Professional Regulation.