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Florida Professional Corporation By-Laws

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Sample By-Laws - Florida Professional Corporation

FL-PC-BL

SAMPLE BY-LAWS

FLORIDA PROFESSIONAL CORPORATION

Read these By-Laws carefully to assure that they are consistent with your desires for the corporation. Modify as needed.

Instructions

Name of Corporation

Provide address of principal office and registered office. These can be the same address.

Name any date you desire for annual meeting.

Year of first meeting after organization meeting.

BY-LAWS

OF

ARTICLE I. NAME AND LOCATION

SECTION 1. The name of this corporation shall be

SECTION 2. The Principal office of the corporation in the State of Florida shall be

and its initial registered office in the State of Florida shall be

ARTICLE II. SHAREHOLDERS

SECTION 1. Annual Meeting. The annual meeting of the shareholders shall be held on the

in each year, beginning with the year at the time designated by the Board of Directors.

SECTION 2. Special Meeting. Special meetings of the shareholders may be called as provided in Section 2A below.

SECTION 2A. Calling Meetings.

(A) Meetings of shareholders may be called by any of the following:

(1) The chairman of the board, the president, or, in case of the president's absence, death, or disability, the vice-president authorized to exercise the authority of the president;

(2) The directors by action at a meeting, or a majority of the directors acting without a meeting;

(3) Persons who hold ten per cent of all shares outstanding and entitled to vote thereat;

(4) Such other officers or persons as the articles or the regulations authorize to call such meetings.

ARTICLE III. BOARD OF DIRECTORS

SECTION 1. General Powers. The business and affairs of the corporation shall be managed by its Board of Directors except as otherwise herein provided.

SECTION 2. Number, Tenure and Qualifications. The number of Directors of the corporation shall be ().

SECTION 3. Regular Meetings. A regular meeting of the Board of Directors shall be held immediately after, and at the same place as the annual meeting of shareholders.

SECTION 4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the chairman of the Board, the president, any vice-president or any two directors.

ARTICLE IV. OFFICERS

SECTION 1. Number. The officers of the corporation shall be a

SECTION 2. Election and Term of Office; Qualifications. Officers shall be elected annually by the Board of Directors.

SECTION 5. President.

SECTION 6. Vice-President.

SECTION 7. Secretary-Treasurer.

SECTION 8. Salaries. The salaries, compensation and other benefits, if any, of the officers shall be fixed from time to time by the Board of Directors.

ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION 1. Contracts.

SECTION 2. Loans.

SECTION 3. Checks, Drafts, etc.

SECTION 4. Deposits.

ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

SECTION 1. Certificates for Shares.

SECTION 2. Transfer of Shares.

ARTICLE VII. FISCAL YEAR

The fiscal year of the corporation shall begin on the 1st day of January and end on the 31st day of December in each year.

ARTICLE VIII. DIVIDENDS

The Board of Directors may from time to time declare, and the corporation may pay dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

ARTICLE IX. SEAL

The Board of Directors shall provide a corporate seal.

ARTICLE X. WAIVER OF NOTICE

Unless otherwise provided by law, whenever any notice is required to be given to any shareholder or Director of the corporation, a waiver thereof in writing shall be equivalent to the giving of such notice.

ARTICLE XI. AMENDMENTS

These By-Laws may be altered, amended or repealed by the Board of Directors or shareholders as provided herein.

ARTICLE XII. OTHER PROVISIONS

If any member, officer, shareholder, agent, or employee of the corporation who has been licensed to practice law becomes legally disqualified to practice law, that person shall sever all employment with and financial interests in the corporation forthwith.

The corporation shall not engage in any business other than practice of law.

President Signature

Date

END BY-LAWS

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What the Florida Professional Corporation By-Laws Are

Florida Professional Corporation By-Laws are the internal governance rules adopted by a professional corporation's board and shareholders to manage operations, roles, and decision-making. They typically cover director and officer duties, meeting procedures, quorum and voting thresholds, share transfer restrictions, licensure requirements for practicing professionals, and processes for amendment or dissolution. While bylaws do not replace articles of incorporation filed with the state, they provide binding internal standards that shape corporate conduct, ensure compliance with professional licensing rules, and create an administrative record for regulatory, tax, and banking needs.

Why Well‑Drafted By‑Laws Matter for a Florida Professional Corporation

Clear by‑laws reduce disputes, define authority, and ensure the corporation meets professional licensure requirements and corporate formalities under U.S. law. They document governance, protect licensed professionals, and support consistent decision-making across the practice.

Why Well‑Drafted By‑Laws Matter for a Florida Professional Corporation

Who Typically Prepares and Relies on These By‑Laws

Primary users include incorporators, corporate counsel, licensed professionals, and company officers who must align governance with professional regulations.

  • Incorporators and founders — draft initial governance and set professional practice limits for licensed owners.
  • Corporate counsel and external attorneys — review for regulatory and tax compliance before adoption.
  • Board officers and shareholders — rely on by‑laws for meeting rules, voting, and dispute resolution.

Well-prepared by‑laws serve directors, shareholders, and regulators as the authoritative guide to internal procedures and responsibilities.

Representative Roles and Their Responsibilities

Board President

Leads meetings, enforces by‑law procedures, signs corporate minutes and official records, and coordinates compliance with professional licensing requirements and corporate filings.

Corporate Counsel

Drafts and updates by‑laws to reflect statutory changes, advises on fiduciary duties and conflicts, and ensures document language supports enforceability under ESIGN and Florida rules.

Core Elements to Include in Florida Professional Corporation By‑Laws

A comprehensive set of by‑laws organizes governance, clarifies roles, and anticipates common operational scenarios for licensed professional firms.

Corporate Offices

Specify the principal office, optional branch locations, and the corporate registered agent and address for service and state correspondence.

Board Composition

Define director numbers, term lengths, qualifications related to professional licensure, and procedures for filling vacancies and removing directors.

Officer Roles

List officer titles, duties, appointment methods, delegation of authority, and bonding or indemnification provisions as appropriate.

Meetings and Notices

Establish annual and special meeting schedules, quorum and voting rules, notice periods, and acceptable methods of delivering notices, including electronic delivery.

Share Transfers

Describe restrictions on transferability, rights of first refusal, admission of new licensed shareholders, and required approvals for ownership changes.

Amendments

Set the process and voting threshold required to amend by‑laws, and whether certain provisions require a supermajority or unanimous vote.

Step‑by‑Step: Preparing and Adopting Your By‑Laws

Follow these key steps to draft, approve, and preserve the corporation's by‑laws in compliance with Florida practice requirements and U.S. e‑signature law.

  • 01
    Draft: Prepare a draft aligned with articles of incorporation and professional licensing rules.
  • 02
    Legal Review: Have counsel verify licensure language, voting thresholds, and statutory conformity.
  • 03
    Board Adoption: Present the final draft at a properly noticed meeting and record approval in minutes.
  • 04
    Record: Attach signed by‑laws to corporate minutes and store originals securely.

How Adoption and Recordkeeping Usually Flow

This overview shows typical routing from initial draft through execution and ongoing storage for corporate records.

  • Draft Circulation: Share draft with board and counsel for comment and redline edits.
  • Notice and Meeting: Deliver notices per by‑law terms and hold vote at the scheduled meeting.
  • Execution: Obtain signatures from authorized officers and notarize if required by state practice.
  • Filing and Storage: Keep executed copy with minutes and corporate records for retention and audit.

Digital Workflow Settings for Completing By‑Laws Online

Configure a signing workflow that captures intent, consent, attribution, and retention consistent with ESIGN and UETA.

Field Configuration
Signature Type Allow drawn, typed, or uploaded signatures
Authentication Email + SMS code or stronger methods
Audit Trail Capture IP, timestamp, and action history
Document Format Use PDF/A for long-term reproducibility

eSignature Platform Comparison for Executing By‑Laws

Common vendor capabilities and starting prices to consider when selecting an eSignature provider for corporate by‑laws and corporate records; signNow is listed first per vendor comparison rules.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varied Varied Varied Varied
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No cap 100 envelopes/user/year Varied Varied Varied

Security and Legal Compliance Considerations

ESIGN / UETA: Supports legal equivalence
Audit Trail: Preserves signature metadata
Encryption: TLS in transit, AES-256 at rest
HIPAA BAA: Available when required
21 CFR Part 11: Compliant configurations exist
Access Controls: Role-based authentication

Key Risks and Consequences of Deficient By‑Laws

Governance Disputes: Internal conflicts and litigation risk
License Exposure: Credential lapses can trigger discipline
Tax Penalties: Late filings trigger IRC §6721 penalties
Invalid Acts: Unauthorized transactions may be void
Regulatory Fines: State sanctions for noncompliance
Reputational Harm: Loss of client trust and referrals

Common Mistakes to Avoid When Preparing By‑Laws

  • Omitting licensure criteria for directors and shareholders, which can permit unauthorized owners and create disciplinary risk for professionals.
  • Using vague quorum or voting language that leads to confusion during board actions and potential court challenges to corporate decisions.
  • Failing to address share transfer restrictions and buy‑sell mechanics, leaving ownership transitions unresolved and exposing minority shareholders to dilution.
  • Neglecting electronic notice and signature provisions that comply with ESIGN/UETA, which can invalidate electronically executed records if consumer disclosures are missing.

Practical Tips for Accurate and Efficient By‑Law Management

Adopt controls that make drafting, approval, and future amendments clear, reproducible, and defensible.

Legal Review
Have an attorney experienced with professional corporations review by‑laws to confirm they address licensure, transfer restrictions, and Florida corporate formalities.
Version Control
Record version dates, maintain an amendment log, and attach prior drafts to minutes so the corporate history is auditable and easily referenced.
Electronic Consent
Obtain explicit electronic consent for notices and signatures consistent with the ESIGN Act (15 U.S.C. ch. 96) and state e‑transaction rules.
Periodic Update
Review by‑laws annually or when statutes change to ensure continuing compliance with professional licensing and tax obligations.

Technical Requirements for eSigning and Storing By‑Laws

Ensure the platform you use supports secure storage, audit trails, and formats suitable for legal records.

  • Formats Supported: PDF, DOCX, and PDF/A
  • Integrations: Connects to common CRMs and storage
  • Authentication: Email, SMS, or stronger methods

Frequently Asked Questions

Answers to common questions about enforceability, execution, and updates for Florida Professional Corporation By‑Laws.


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