What Is Included in Florida Bylaws?
As long as you don’t defy Florida state statutes, corporate bylaws can include anything beyond what’s already covered by state statutes and your own Articles of Incorporation. But a strong set of bylaws should include information about:
- Meetings
- Stock
- Directors and officers
- Finances
- Records
- Amendments and emergencies
What Information Do I Need to Use Northwest’s Free Florida Corporate Bylaws?
Want to focus on your business and leave the heavy lifting to us? Our lawyers drafted a comprehensive corporate bylaws template you can use for free. You can even fill it out on this page, save it in a free account for later, and download a completed draft to sign.
In order to fill out our free corporate bylaws template, you’ll need your:
This must be your business’ legal entity name, or the name you put on your Florida Articles of Incorporation.
List when (date and time) you will hold annual meetings for shareholders.
Once your board of directors have approved the bylaws for the corporation, fill in the date.
The director signs the bylaws to approve them on behalf of the board of directors.
Expect to also maintain up-to-date lists of all shareholders and directors.
Why Do Corporate Bylaws Matter in Florida?
You won’t file your Florida corporate bylaws with the Florida Division of Corporations, like you would for your Florida Articles of Incorporation, but that doesn’t mean your corporate bylaws aren’t important. On the contrary, they’re essential. Here’s why:
1. Corporate bylaws are legally required in Florida.
Florida law requires corporations to adopt bylaws. According to FL Stat § 607.0206, incorporators, directors or shareholders shall adopt initial bylaws for their corporation.
2. Corporate bylaws establish the rules and roles within your corporation.
Your bylaws essentially form a company-wide set of rules and define the various roles within your company. As such, they can help your organization avoid unnecessary disagreements and resolve disputes quickly.
3. Corporate bylaws prove that your business is a legitimate corporation.
Adopting corporate bylaws means you’re ready to do business. For one thing, banks, landlords, and potential investors will want to see your bylaws before entering into any contracts with you. For another, adopting bylaws helps shore up your limited liability status.
Who Prepares the Bylaws?
The incorporators, directors or shareholders adopt corporate bylaws during your initial organizational meeting. While it’s a good idea to consult with a lawyer before finalizing your bylaws, you can use our free, Florida Corporate Bylines template to help get you started.
Are Corporate Bylaws Legally Binding?
Yes. If you’re ever facing a lawsuit, for example, your bylaws can be used in court to help prove your limited liability status. But because your bylaws are legally binding, this also means that you could face legal repercussions if you do anything prohibited by your bylaws.
FAQs
No. The operating agreement is a legal document that outlines the rules for how the owners of an LLC interact. Bylaws, on the other hand, establish the rules for running a corporation and managing its internal affairs.
No. Your corporate bylaws are internal documents, which means they should be kept on file with your business records.
Not exactly. Florida statutes do not explicitly state that bylaws need to be signed. However, including signatures from board members and officers adds to your corporation’s legitimacy.
Florida’s statutes (see: FL Stat § 607.1020-1023) provide some rules for amending bylaws, but for the most part, corporations establish the procedures for amending bylaws in their articles or in the bylaws themselves.
For example, articles or bylaws could change the terms of a quorum (the minimum number of board members need to hold an official meeting), or prevent board members from adopting, amending or repealing any bylaws at all.