Corporate Governance Documents
In Florida, depending on the legal structure, businesses must execute a variety of corporate governance documents in order to ensure that the business is adequately protected and in compliance with the law. In the State of Florida, the most common legal entities used for businesses include Sole Proprietorship, General Partnership (GP), Limited Partnership (LP), Limited Liability Company (LLC) and Corporation.
While not all legal structures require corporate governance documents, some of them do and can be complex. The corporate governance documents lay out the company’s operating procedures, the ownership structure and the relationship between the business owners. These documents include:
- Charter Documents and Bylaws for Corporations,
- Operating Agreements for limited liability companies (LLCs),
- Limited Partnership Agreements for limited partnerships (LPs),
- Partnership Agreements for general partnerships (GPs) and Joint Ventures (JVs)
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In Florida, to form a corporation you must submit the Articles of Incorporation together with the required fees to the State of Florida. In addition, a corporation should have a set of Bylaws. The State of Florida recognizes the corporate bylaws as governing documents.
The Bylaws regulate among others, how decisions are made, the number, power and duties of the Board of Directors and Officers of the corporation, the corporate ownership structure and shares the corporation is authorized to issue, information about Shareholder Meetings, and procedures for amending the Articles of Incorporation and Bylaws. The Articles of Incorporation must meet the minimum filing requirements and may also include additional information depending on the needs of each business. At a minimum, the Articles of Incorporation must contain:
- The name of the corporation;
- The mailing and street address of the principal office of the corporation;
- The corporate purpose;
- The corporation’s stock structure;
- The name and address of the Registered Agent in Florida; and
- The signature, name and addresses of the incorporators.
- The name of the LLC;
- The name and the street address of the principal office of the LLC;
- The name and address of the Registered Agent in Florida; and
- The signature of one member or authorized representative.
In order to form a Florida limited partnership, it is necessary to file the Certificate of Limited Partnership with the State of Florida. In addition, the limited partnership should execute a Limited Partnership Agreement. The Certificate must be signed by all the general partners of the limited partnership. If the general partner is a legal or commercial business entity, then it must have an active registration or filing on file with the Florida Department of State (ie. the general partner must be legal entity registered to conduct business in Florida). The Certificate of Limited Partnership must include the following:
- The name of the limited partnership;
- The street and mailing address of initial designated office;
- The name and address of the Registered Agent in Florida;
- The name and business address of each general partner; and
- The signature of each general partner.
In addition, the limited partnership should execute a Limited Partnership Agreement. Like other corporate governance documents, the Limited Partnership Agreement sets out the terms of the limited business partnership, from ownership interests to buy-out options, and everything in between. The Limited Partnership Agreement can define specific management roles for the partners and include details like the name, address, and purpose of forming the partnership, whether limited partners have any voting rights regarding the day-to-day business decisions, accounting and auditing information or how decisions will be made (by unanimous vote, majority vote, majority vote based on percent ownership) and more.
A general partnership does not need to register with the State of Florida in order to conduct business. While these documents and fillings are not required, it is advisable for the business partners to have a written Partnership Agreement and register with the State of Florida in order to prevent disputes about profits, distributions and direction of the firm. The Partnership Agreement can outline the procedure through which the partnership will dissolve, together with procedures for making major business decisions, how profits and losses will be split, how much control each partner maintains and how a partner can dissociate.
Contact us or schedule a consultation with our corporate lawyer in Miami, Florida USA to help you execute the Articles of Incorporation and Bylaws, Operating Agreements, Limited Partnership Agreements, General Partnership Agreements, Joint Venture Agreements and assist you with other corporate services.
Malescu Law P.A. – Business & Corporate Lawyers
