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- Peggy Deal - Presenter
- Expert in incorporation services
- Has performed over 1,000 incorporations
- Proper Incorporation Procedures
- Requirements
- Pitfalls to avoid
- Consequences
- Recommendations
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- Corporate Paperwork
- Difficult to find
- Sunbiz.org (website)
- Florida Statutes
- Title XXXVI Business Corporations
- Chapter 607 Corporations
- 607.1601 Corporate Records
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- 607.1601 Corporate records.--
- (1) A corporation shall keep as permanent records, minutes of
all meetings of its shareholders and board of directors, a record of all
actions taken by the shareholders or board of directors without a
meeting, and a record of all actions taken by a committee of the board
of directors in place of the board of directors on behalf of the
corporation.
- (2) A corporation shall maintain accurate accounting records.
- (3) A corporation or its agent shall maintain a record of its
shareholders in a form that permits preparation of a list of the names
and addresses of all shareholders in alphabetical order by class of
shares showing the number and series of shares held by each.
- (4) A corporation shall maintain its records in written form
or in another form capable of conversion into written form within
reasonable time.
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- (5) A corporation shall keep a copy of the following records:
- (a) Its articles or
restated articles of incorporation and all amendments to them currently
in effect;
- (b) Its bylaws or
restated bylaws and all amendments to them currently in effect;
- (c) Resolutions
adopted by its board of directors creating one or more classes or series
of shares and fixing their relative rights, preferences, and
limitations, if shares issued pursuant to those resolutions are
outstanding;
- (d) The minutes of
all shareholders' meetings and records of all action taken by
shareholders without a meeting for the past 3 years;
- (e) Written
communications to all shareholders generally or all shareholders of a
class or series within the past 3 years, including the financial
statements furnished for the past 3 years under s. 607.1620;
- (f) A list of the
names and business street addresses of its current directors and
officers; and
- (g) Its most recent
annual report delivered to the Department of State under s. 607.1622.
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- Shortcuts in the paperwork process
- By professional incorporation providers
- By individuals self-incorporating
- No annual meeting with minutes
- Required for S-Corps
- Required for C-Corps
- Required to change corporate officers
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- Courts may disregard corporate status
- Risk personal assets
- May be personally responsible for acts of employees
- More difficult and more costly to:
- Sell company
- Get bank loans
- Obtain certifications
- Protect in case of death if have no will
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- Insist that your service provider
- Completes all required paperwork
(as detailed in previous chart)
- Customizes all forms to your business
(No black book with blank forms!)
- All forms are dated and signed and notarized if required.
- Provide advice on the legal exposure associated with co-mingling
personal funds with corporate funds.
- Perform all required annual functions
- Annual meeting with recorded
minutes.
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- Remember to:
- Get your EIN
- Get your annual occupational licenses
- Pay your annual corporate filing fee
- Get your sales tax ID (if needed)
- Have a process (resource) for reporting and paying income and employee
(payroll) taxes.
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- Palm Beach County Resource Center:
- Not for Profit Corporation
- 561-863-0895
- Call if you cannot find a resource that provides incorporation
services which includes customized paperwork and ask about our fees
for incorporation services.
- WE WISH YOU SUCCESS IN YOUR NEW BUSINESS
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