We have successfully filed our Articles of Incorporation for Florida and have received our Certificate of Domestication from the

Asked over 3 years ago - Fort Myers, FL

state of Florida for our Corporation. Is there any additional legal paperwork needed beyond this filing? Example how do we know how the company is divided between the two officers? We are a two person company, myself and my wife. We want the company divided 50/50. In our Articles of Incorporation we state there are 850 shares. Do we need to have documents prepared that show we each have 425 shares of stock?

Attorney answers (3)

  1. Marshall C Deason Jr.

    Pro

    Contributor Level 20

    Answered . The certificate of domestication says only that you are authorized to do business in the corporate name in Florida. The internal workings of your corporation are governed by the articles of incorporation filed in the state where your corporation was originally chartered, your by-laws, and any shareholder agreements that may exist. If you have questions about how your corporation operates, you should contact an experienced business lawyer in your area.

    Disclaimer: This answer is provided for informational purposes only, does not constitute legal advice, and does not create an attorney-client relationship. Actual legal advice can only be provided after completing a comprehensive consultation in which all of the relevant facts are discussed and reviewed.

  2. Steven Alan Fink

    Contributor Level 20

    Answered . You need to prepare corporate minutes listing officers, directors, and shareholders, among other things. You need to issue stock certificates showing each of you has 425 shares. You need to show this distribution on your stock ledger.

    The response given is not intended to create, nor does it create an ongoing duty to respond to questions. The response does not form an attorney-client relationship, nor is it intended to be anything other than the educated opinion of the author. It should not be relied upon as legal advice. The response given is based upon the limited facts provided by the person asking the question. To the extent additional or different facts exist, the response might possibly change. Attorney is licensed to practice law only in the State of California. Responses are based solely on California law unless stated otherwise.

  3. Bryant Keith Martin

    Contributor Level 18

    Answered . You will need to file an annual report with the Sec’y of State of FL. To learn how to do this go to:
    https://efile.sunbiz.org/sbs_ar_instr.html
    For more general corporate info, go to http://sunbiz.org/
    These are both official sites of SoS FL.
    I recommend holding back some authorized but unissued shares for future needs. Issue only 100 shares each now and you will have 650 shares available without amending the Articles, which would require a filing in the SoS office.
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    DISCLAIMER—This answer is for informational purposes only under the AVVO system, its terms and conditions. It is not intended as specific legal advice regarding your question. The answer could be different if all the facts were known. This answer does not establish an attorney client relationship.
    (Bryant) Keith Martin
    sbbizlaw.com

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