Page 23 - Akerman | 2016 Guide to Doing Business in Florida

CHAPTER 3. BUSINESS ENTITIES

Corporations, LLCs and Partnership Entities
Philip B. Schwartz, Esq. | (954) 468-2455 | philip.schwartz@akerman.com
Andrew E. Schwartz, Esq. | (954) 468-2452 | andrew.schwartz@akerman.com
Alia R. Luria, Esq. | (407) 419-8599 | alia.luria@akerman.com

Sole Proprietorships and Joint Ventures
James F. Goldsmith, Esq. | (407) 419-8508 | james.goldsmith@akerman.com

Not for Profit Entities
Vit M. Gulbis, Esq. | (813) 209-5007 | vit.gulbis@akerman.com
Brian Goossen, Esq. | (813) 209-5010 | brian.goossen@akerman.com

Florida B- and SP-Corporations
Philip B. Schwartz, Esq. | (954) 468-2455 | philip.schwartz@akerman.com
Andrew E. Schwartz, Esq. | (954) 468-2452 | andrew.schwartz@akerman.com

3.1 Florida Corporations

3.1.1 Introduction
The corporate form remains a popular form of entity to conduct business principally due to the
protection it provides its shareholders from liability for obligations of the business. Under the
laws of Florida, a corporation can be organized for any lawful purpose, except where a conflict
arises with regulations or statutes that control specific types of businesses, such as
Professional Corporations. For the purposes of Florida law, a corporation is considered a
separate legal entity or “person.” This separate status ensures that, absent certain
circumstances, the shareholders of the corporation are not responsible for repaying the debts
and obligations of the corporation from their personal assets.

The Florida Business Corporation Act governs the formation, operation and dissolution of
corporations in the State of Florida, and general supervision is provided by the Department of
State, Division of Corporations, P.O. Box 6327, Tallahassee, Florida 32314,
http://www.sunbiz.org.

3.1.2 Formation
One or more persons may act as the incorporator or incorporators of a Florida corporation by
filing Articles of Incorporation with the Department of State, Division of Corporations. Florida law
provides that the Articles must be executed by a director, president or other officer, but an
incorporator or fiduciary can file the formation documents if such directors or officers have not
yet been chosen. There is no requirement that the incorporator be a citizen or resident of
Florida. The filing documents must be type-written, in English, executed by the incorporator and
a registered agent, and delivered to the Department of State with a filing fee of $35.00. Forms
and instructions specific to each type of Florida entity are available on the Division of
Corporations website. A corporation exists and is effective as of the date and time of its filing,

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