Page 26 - Akerman | 2016 Guide to Doing Business in Florida

is regulated both by United States law and by state law, and care must be taken by the
corporation to avoid violation of the complex provisions of these laws. Users of this Guide are
advised to refer to Chapter 4 [Securities Regulation] and to seek the advice of an attorney well-
versed in the various state and federal securities laws to ensure compliance with all applicable
regulations.

3.1.5 Issuance of Shares
The corporation can only sell shares that are authorized to be issued. The Articles of
Incorporation will set forth the number of shares that the corporation is authorized to issue, but
the corporation will likely authorize the issuance of shares through the board of directors
(although that right may be reserved to the shareholders by the Articles of Incorporation).
Shares may be issued for consideration consisting of any tangible or intangible property or
benefit to the corporation, including cash, promissory notes, services performed, promises to
perform services evidenced in writing, or other securities of the corporation. The board of
directors has the discretion to determine whether the consideration is adequate, but it must
make such determination for the shares to be considered validly issued, fully paid and non-
assessable.

It is not required under Florida law that shares of corporations be evidenced by certificates, but
if such certificates exist, they must be signed by officers designated in the Bylaws or by the
board of directors.

Restriction on the transfer of shares can be placed on the shares through the Articles of
Incorporation, the Bylaws, or shareholder agreements. A restriction in place at the time the
shares are issued is valid and enforceable against the holder or a transferee of the holder if the
restriction is authorized by the Florida Business Corporation Act and its existence is
conspicuously noted on the front or back of the certificate.
Under Florida law, shareholders do not have preemptive rights to acquire a pro rata share of
newly issued shares unless that right is specifically granted in the Articles of Incorporation.
Thus, the board of directors may issue additional authorized but un-issued shares free of any
claims of existing shareholders.

3.1.6 Management
A corporation is managed by one or more directors, who need not be residents of Florida or
shareholders of the corporation (unless otherwise stated in the Articles of Incorporation).
Closely held corporations with fewer than 100 shareholders may dispense with or limit the
authority of the board of directors through an agreement amongst the shareholders. If a
corporation has directors, they will be elected by the shareholders at an annual meeting. Florida
law limits the division of directors into groups of not more than three equal classes, whose
terms of office expire in a staggered manner.

Unless prohibited by the Articles of Incorporation, the board of directors of a corporation may
designate an executive committee from among its members. An executive committee has the
right to exercise all of the authority of the board of directors except the authority to approve or
recommend to shareholders actions required to be approved by shareholders; fill board
vacancies; adopt, amend or repeal the Bylaws; reacquire corporate shares; and issue or
contract for the sale of shares.

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