Page 25 - Akerman | 2016 Guide to Doing Business in Florida

f. Management. A provision describing the management of the business and
regulating the affairs of the corporation; and

g. Other. Any further provisions that are required or permitted to be set forth in
the Bylaws of the corporation.

If the Articles of Incorporation are determined by the Department of State to be incomplete and
inappropriate for filing, the Department of State may return the document filed to the person
filing it with a written explanation of its deficiency. The applicant can then file the document
again within 60 days and request the same initial filing date, and, if the document is approved,
it will be effective as of that original date.
A corporation may correct a document filed with the Department of State within 30 days after
filing the document if it contains an inaccuracy, was defectively executed, or was defectively
transmitted. To correct the filing, Articles of Correction must be prepared that describe the
document and its original filing date, specify the inaccuracy that needs to be corrected, correct
the accuracy, and deliver the Articles of Correction to the Department of State. Articles of
Correction are effective as of the filing date of the original document.
3.1.3 Organization

Articles of Incorporation provide the fundamental rules and structure that govern the
corporation’s existence. However, Articles of Incorporation will often not provide the level of
detail required to organize and manage the routine day-to-day existence of a corporation. More
detail is set forth in the corporation’s Bylaws, which, unlike the Articles of Incorporation, are not
filed with the Department of State and are therefore not public record. Initial Bylaws of the
corporation may be adopted by its incorporators or by the initial board of directors. In general,
Bylaws of a corporation contain provisions determining the number of officers and directors, as
well as their powers and duties; the time and manner of holding shareholder meetings and
board meetings; voting rights and procedures; filling of vacancies on the board or among
officers; indemnification provisions pertaining to directors and officers; fiscal year audits and
financial reporting; and other miscellaneous organizational matters such as amendment
procedures.

Corporations are organized around a hierarchical control structure which is managed by or
under the direction of the board of directors and its officers. Shareholders will be called upon to
vote on important corporate issues, such as electing directors, approving mergers, selling of all
the corporation’s assets or dissolving the corporation itself. As part of the organization of the
corporation, the initial board of directors will meet in person or through a written consent and
ratify the acts taken in connection with the initial formation of the corporation and to further
adopt the written Bylaws.

3.1.4 Capitalization

A corporation has many options for raising its initial capital; these options include various kinds
of equity (such as common stock, preferred stock, options, or warrants) and numerous types
of debt instruments (such as convertible notes, subordinated notes, bonds, or commercial
paper).

If a corporation (or any other form of business organization) elects to raise capital through the
sale of its securities to investors, it should be aware that the issuance of securities to investors

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