Florida. Business Entities
What I need to know - answer(1) FBCA
(2) Structure
(3) Formation
(4) Corporate Taxes
(5) Stocks
(6) Actors
FL Business Corporation Act (FBCA) - answer Based on Model Business Corp. Act
(MBCA)
Corporation =
separate legal entity with limited liability centralized management easy transfer of
ownership and access to capital through sale of shares
FL and foreign (out of state) corps. can do FL business IF
(1) Annual report filed with Dep. of State
(2) FL registered office + FL Agent
Powers = broad
- Can be enlarged or limited in Art. of Incorp.
- Include contributions to charities
Purpose = any lawful business
- Professional corps
** Share ownership is limited to licensed professionals
** Only liable for your own malpractice (corp liable too)
** P.A. = Professional Association
- NOT: corps. regulated (like banks)
*Piercing Corp Veil*
Usually corps have limited liability, BUT piercing corp veil = each actor personally liable
for debts
(1) Disregard corp entity - shareholders liable to prevent fraud and injustice
- Must show improper conduct + corp was alter ego of shareholders
(2) Courts consider
- Thin capitalization = not enough capital to meet reasonable needs of business
- Corporate formalities (like keeping records of meetings in minute book)
Duration of corps. = perpetual existence (corp never dies)
, Corporation Structure - answerEquity ownership = longterm investment/ownership
through stock/shares
Creditor interest = longterm debt
Bonds = notes/debentures
- Fixed priority claim
- Stock has claim on residual earnings (if any)
Formation - answer(1) Articles of Incorporation
(2) Pre-Formation
(3) Defective Formation
(4) Amending
(5) Mergers
(6) Dissolution
Formation: Articles of Incorporation - answerFormation =
(1) Art. of Incorp.
(2) Fees
(3) Registered agent signature
--------------------------------------------------------------
*MUST file Articles of Incorporation* with Dep. of State (harder to amend than bylaws)
(1) Corp name
- Must have "corp." "co." or "inc." (abbreviation or spelled out)
- Can't be misleading
(2) List number of shares authorized and distinguished characteristics
- Owning part/% of corp - number of shares is limited by how much is said in articles of
incorporation
(3) Preemptive rights (if any)
(4) Address of registered office
(5) Name/address of registered agent
(6) Name of incorporators
(7) Address of principal office
*May have*
(1) # of directors (usually in bylaws)
(2) Par value of stock (min amount that a share/piece of stock can be sold for)
(3) Imposition of shared liability on shareholders
(4) State purpose of corp
(5) Anything regarding management
Formation: Pre-Formation - answer*Promoter liability*
What I need to know - answer(1) FBCA
(2) Structure
(3) Formation
(4) Corporate Taxes
(5) Stocks
(6) Actors
FL Business Corporation Act (FBCA) - answer Based on Model Business Corp. Act
(MBCA)
Corporation =
separate legal entity with limited liability centralized management easy transfer of
ownership and access to capital through sale of shares
FL and foreign (out of state) corps. can do FL business IF
(1) Annual report filed with Dep. of State
(2) FL registered office + FL Agent
Powers = broad
- Can be enlarged or limited in Art. of Incorp.
- Include contributions to charities
Purpose = any lawful business
- Professional corps
** Share ownership is limited to licensed professionals
** Only liable for your own malpractice (corp liable too)
** P.A. = Professional Association
- NOT: corps. regulated (like banks)
*Piercing Corp Veil*
Usually corps have limited liability, BUT piercing corp veil = each actor personally liable
for debts
(1) Disregard corp entity - shareholders liable to prevent fraud and injustice
- Must show improper conduct + corp was alter ego of shareholders
(2) Courts consider
- Thin capitalization = not enough capital to meet reasonable needs of business
- Corporate formalities (like keeping records of meetings in minute book)
Duration of corps. = perpetual existence (corp never dies)
, Corporation Structure - answerEquity ownership = longterm investment/ownership
through stock/shares
Creditor interest = longterm debt
Bonds = notes/debentures
- Fixed priority claim
- Stock has claim on residual earnings (if any)
Formation - answer(1) Articles of Incorporation
(2) Pre-Formation
(3) Defective Formation
(4) Amending
(5) Mergers
(6) Dissolution
Formation: Articles of Incorporation - answerFormation =
(1) Art. of Incorp.
(2) Fees
(3) Registered agent signature
--------------------------------------------------------------
*MUST file Articles of Incorporation* with Dep. of State (harder to amend than bylaws)
(1) Corp name
- Must have "corp." "co." or "inc." (abbreviation or spelled out)
- Can't be misleading
(2) List number of shares authorized and distinguished characteristics
- Owning part/% of corp - number of shares is limited by how much is said in articles of
incorporation
(3) Preemptive rights (if any)
(4) Address of registered office
(5) Name/address of registered agent
(6) Name of incorporators
(7) Address of principal office
*May have*
(1) # of directors (usually in bylaws)
(2) Par value of stock (min amount that a share/piece of stock can be sold for)
(3) Imposition of shared liability on shareholders
(4) State purpose of corp
(5) Anything regarding management
Formation: Pre-Formation - answer*Promoter liability*
