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Florida Corporate Bylaws

Florida corporate bylaws are the rules that govern your corporation’s operations. Bylaws are important because they create an organizational structure and outline policies for appointing directors and officers, holding shareholder and board meetings, and handling conflicts of interest, among other issues.

We at Northwest know that strong corporate bylaws are essential, which is why we offer an attorney-drafted template (for free), which you can use as a jumping-off point for creating corporate bylaws for your business.

Why do I need corporate bylaws?

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.

What is included in Florida corporate 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

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.

Florida Corporate Bylaws Template

Here is our Florida Corporate Bylaws template:

FAQs

Are bylaws filed with the state of Florida?

No. Your corporate bylaws are internal documents, which means they should be kept on file with your business records.

Do bylaws need to be signed?

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.

How do I amend my bylaws in Florida?

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.

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