Fill and Sign the Fl Professional Form

Prepared by U.S. Legal Forms, Inc. Copyright 2016 - U.S. Legal Forms, Inc. STATE OF FLORIDA PROFESSIONAL CORPORATION PACKAGE Control Number: FL-00INC2 The contents of this package are as follows: 1. Statutory Reference 2. Introduction and Law Summary 3. Forms List 4. Notes on Downloading the Forms 5. Notes on Completing the Forms 6. Instructions and Steps 7. Accessories 8. Disclaimer PROFESSIONAL CORPORATION PACKAGE STATE OF FLORIDA Electronic Version Statutory References FLORIDA STATUTES, Title XXXVI, Chapter 607 (Corporations) FLORIDA STATUTES, Title XXXVI, Chapter 621 (Professional Service Corporations and Limited Liability Companies) FLORIDA STATUTES http://www.leg.state.fl.us/Statutes/index.cfm Introductory Notes and Law Summary A Florida professional corporation organized to engage in the practice of a state-licensed profession is controlled generally by the provisions of FLORIDA STATUTES, Title XXXVI, Chapter 607 (Corporations) and specifically by the provisions of FLORIDA STATUTES, Title XXXVI, Chapter 621 (Professional Service Corporations and Limited Liability Companies). Additionally, the corporation is subject to any statutory requirements applicable to the profession and the rules and regulations of the Florida Board or other licensing authority for the profession. The distinctions between a "regular" corporation and a "professional service" corporation are: A "professional service" is any type of personal service to the public which requires as a condition precedent to the rendering of the service the obtaining of a license or other legal authorization. A "professional corporation" is a corporation which is organized for the sole and specific purpose of rendering professional service and which has as its shareholders only other professional corporations, professional limited liability companies, or individuals who themselves are duly licensed or otherwise legally authorized to render the same professional service as the corporation. One or more individuals, professional corporations, or professional limited liability companies, in any combination, duly licensed or otherwise legally authorized to render the same professional services may organize and become a shareholder or shareholders of a professional corporation organized for the sole and specific purpose of rendering the same and specific professional service. No professional service corporation may render professional services except through its members, officers, employees, and agents who are duly licensed or otherwise legally authorized to render such professional services within Florida. This limitation on the rendition of services by a professional service corporation does not include employees who are not usually and ordinarily considered to be rendering professional services to the public for which a license or other legal authorization is required. Nothing in of FLORIDA STATUTES, Title XXXVI, Chapter 621, abolishes, repeals, modifies, restricts, or limits the various laws of Florida applicable to the professional relationship and liabilities between the person furnishing the professional services and the person receiving the professional service and to the standards for professional conduct. Any officer, agent, member, manager, or employee of a professional service is personally liable and accountable only for negligent or wrongful acts or misconduct committed by that person, or by any person under that person's direct supervision and control, while rendering professional service on behalf of the corporation. The personal liability of shareholders in their capacity as shareholders of the corporation is no greater in any aspect than that of a shareholder-employee of a corporation organized under Chapter 607. The is liable up to the full value of its property for any negligent or wrongful acts or misconduct committed by any of its officers, agents, members, managers, or employees while they are engaged on behalf of the corporation in the rendering of professional services. No professional service corporation may engage in any business other than the rendering of the professional services for which it was specifically organized. This does not the corporation from investing its funds in real estate, mortgages, stocks, bonds, or any other type of investments, or from owning real or personal property necessary for the rendering of professional services. No professional service corporation organized may issue any of its capital stock to anyone other than a professional service corporation, a professional limited liability company, or an individual who is duly licensed or otherwise legally authorized to render the same specific professional services as those for which the professional service corporation was incorporated. No shareholder of a professional service corporation may enter into a voting trust agreement or any other type agreement vesting another person with the authority to exercise the voting power of any or all of that person's stock. If any member, officer, shareholder, agent, or employee of a professional service corporation who has been rendering professional service to the public becomes legally disqualified to render that professional service within Florida or accepts employment that, pursuant to existing law, places restrictions or limitations upon that person's continued rendering of such professional services, that person must immediately sever all employment with, and financial interests in the professional service corporation. A professional service failure to require compliance with this provision constitutes a ground for the judicial dissolution of the professional service corporation. No shareholder of a professional service corporation may sell or transfer her or his shares in the professional service corporation except to another professional service corporation, a professional limited liability company, or an individual, each of which must be eligible to be a shareholder of the professional service corporation. The name of a professional service corporation may contain the last names of some or all of the individual shareholders or individual members and may contain the last names of retired or deceased former individual shareholders or individual members of the professional service corporation, a predecessor professional service corporation or limited liability company or partnership. The name of a professional service corporation must contain the word "chartered" the words "professional association" or the abbreviation "P.A." The use of the word "company," "professional service corporation," or "incorporated" or any other word, abbreviation, affix, or prefix indicating that it is a professional service corporation in the corporate name, other than the word "chartered" or the words "professional association" or the abbreviation "P.A.," is specifically prohibited. A professional service corporation may use a name which is identical to its corporate name except that the word "chartered," the words "professional association" or "professional limited company," or the abbreviation "P.A." may be omitted only if the professional service corporation has first registered the name to be so used in the manner required for the registration of fictitious names. Chapter 607 is applicable to a professional service corporation except to the extent that any of the provisions of Chapter 621 are interpreted to be in conflict with the provisions of chapter 607. In that event, the provisions and sections of Chapter 621 take precedence. * * * PRIOR TO FILING THE ARTICLES OF INCORPORATION FORMING A PROFESSIONAL SERVICE CORPORATION YOU SHOULD CONTACT THE FLORIDA BOARD OR OTHER LICENSING BODY FOR YOUR PROFESSION TO CONFIRM THAT YOU ARE IN COMPLIANCE WITH ALL OF THE BOARD'S RULES AND REGULATIONS . * * * Forms List The following forms are available for download with this package.  FL-00INCP: Articles of Incorporation and Transmittal Letter  FL-PC-OM: Sample Organizational Minutes  FL-PC-BL: Sample Bylaws  US-IRS-SS-4 : Application for Federal Tax Identification Number & Instructions  US-IRS-2553 : Election of “S” Corporation Status & Instructions  FL-PC-AM : Sample Annual Minutes  FL-PC-CR : Sample Corporate Notices of Meetings, Resolutions, Simple Stock Ledger & Certificate Instructions on using the forms are either included with the forms and/or found in the Steps to Incorporate section, below. * * * Notes on Downloading the Forms In order that we can provide you with the most up to date forms at all times, all forms are located on our servers for you to down load, complete and print. Downloading instructions are provided and we will assist if you have any problems. From the download page, the easiest procedure to download the forms is to right click on the form links and select “save target as” to save each form to your hard drive. You will have six days during which you can return to the forms download page to download the forms again if needed. You are advised to save the forms to your computer as soon as possible to avoid any problem with the six day limit. * * * Notes on Completing the Forms The forms in this package may be available in Adobe Acrobat (“.pdf”) and/or Microsoft Word (“.doc”) format. If available in .pdf format, the forms will contain “fillable” blanks which you can type directly into, and print. However, you can still print the form and fill in with a typewriter or by hand if you desire. If available in .doc format, the forms may contain “form fields” created using Microsoft Word. “Form fields” facilitate completion of the forms using your computer. They do not limit you ability to print the form “in blank” and complete with a typewriter or by hand. To complete the forms click on the gray shaded areas and type the information. For the separation agreement complete the gray shaded areas and also make any other changes or additions to resolve all issues. If you do not see the gray shaded form fields, go the View menu, click on Toolbars, and then select Forms. This will open the forms toolbar. Look for the button on the forms toolbar that resembles a shaded letter “a”. Click in this button and the form fields, if present, will become visible. If there are no form fields, just type into the document, underlining if necessary, to complete the form. Some forms may be “locked” which means that the content of the forms cannot be changed unless the form is unlocked. You can only fill in the information in the fields. If you need to make any changes in the body of the form, it is necessary for you “unlock” or “unprotect” the form. IF YOU INTEND TO MAKE CHANGES TO THE CONTENT, DO SO BEFORE YOU BEGIN TO FILL IN THE FIELDS. IF YOU UNLOCK THE DOCUMENT AFTER YOU HAVE BEGUN TO COMPLETE THE FIELDS, WHEN YOU RELOCK, ALL INFORMATION YOU ENTERED WILL BE LOST. To unlock click on “Tools” in the Menu bar and then selecting “unprotect document”. You may then be prompted to enter a password. If so, the password is “uslf”. That is uslf in lower case letters without the quotation marks. After you make the changes relock the document before you begin to complete the fields. After any required changes relock the form, then click on the first form field and enter the required information. You will be able to navigate through the document from form field to form field using your tab key. Tab to a form field and insert your data. If you experience problems, please let us know. * * * Steps to Incorporate Step 1: SPECIAL NOTE: Neither Florida law nor the Florida Department of State provides a vehicle for the reservation of a corporate name. However, you can call the Florida Department of State at 1-800-755-5111 or (850) 245-6058 and make inquiry as to the availability of a particular name. A name being available when you call does NOT guarantee that it will still be available when you file your Articles of Incorporation. When you are selecting a name for your professional corporation, the following requirements apply:  The name of the corporation may contain the last names of some or all of the individual shareholders and may contain the last names of retired or deceased former individual shareholders of the corporation or a predecessor corporation.  The name of the corporation MUST contain the word(s) "professional association" or the abbreviation "P.A."  The use of the word "company," "professional service corporation," or "incorporated" or any other word, abbreviation, affix, or prefix indicating that it is a professional service corporation in the corporate name, OTHER THAN the word "chartered" or the words "professional association" or the abbreviation "P.A.," is specifically prohibited .  It is permissible for the corporation to render professional services and to exercise its authorized powers under a name which is identical to its name except that the word "chartered," the words "professional association" or the abbreviation "P.A." may be omitted, provided that the corporation has first registered the name to be so used in the manner required for the registration of fictitious names. For more information, call (850) 245-6058.  A professional corporate name MAY NOT contain language stating or implying that the corporation is organized for a purpose other than that permitted in this act and its articles of incorporation.  A professional corporate name MAY NOT contain language stating or implying that the corporation is connected with a state or federal government agency or a corporation chartered under the laws of the United States; and  A professional corporate name MUST be distinguishable from the names of all other entities or filings, which names are on file with the Division of Corporations. Step 2: See FORM: FL-00INCP ARTICLES OF INCORPORATION Once you have selected the corporate name you are ready to complete and file the Articles of Incorporation. Follow the instructions on the form. Step 3: Mail the original and one copy of the Articles of Incorporation, along with the total filing fee of $70.00 (or more, see form) to the address on the form: A transmittal letter to send with the articles is included. See FORM: TRANSMITTAL LETTER (included with Articles) Step 4: Upon return of the Articles of Incorporation, issue stock and conduct an Initial Meeting at which time directors and officers are elected and other action is taken. See FORM 4: FL-PC-OM SAMPLE ORGANIZATIONAL MINUTES See FORM 5: FL-PC-BL SAMPLE BY-LAWS Step 5: Apply for a Federal Tax Identification Number. Use form US-IRS-SS-4. Mail to your regional IRS office. See Supplemental Form: US-IRS-SS-4 APPLICATION FOR FEDERAL TAX ID & INSTRUCTIONS Step 6: If you elect Subchapter S status so that the corporation income and losses will pass to the shareholders, complete and file form 2553 with the Internal Revenue Service. It is important that this form be filed timely or the corporation will have to pay the C Corporation tax rate. See Supplemental Form: US-IRS-2553 ELECTION OF S-CORPORATION STATUS & INSTRUCTIONS Step 7: Open a Corporate bank account and conduct business. Step 8: Hold an annual meeting of the directors and shareholders at least once a year to elect directors and officers for the upcoming year and to take action as needed. See FORM: FL-PC-AM SAMPLE ANNUAL MINUTES General: For your convenience, additional forms are included such as Sample Corporate Notices of Meetings, Resolutions, Simple Stock Ledger & Certificate. See Supplemental Form: FL-PC-CR SAMPLE CORPORATE NOTICES OF MEETINGS, RESOLUTIONS, SIMPLE STOCK LEDGER & CERTIFICATE Accessories U. S. Legal Forms, Inc. offers the following corporate accessories: Corporate Seal: If you would like to order a corporate seal call U.S. Legal Forms, Inc. at (601) 825-0382. Engraved with your name: $24.95 plus shipping, or see http://www.uslegalbookstore.com/officeproducts/ Corporate Books: See http://www.uslegalbookstore.com/officeproducts/ Imprinted (or blank) Lithographed Stock Certificates: Preview: http://www.uslegalforms.com/images/cert2.gif Order for your state: http://www.uslegalforms.com/stock-certificates.htm * * * Disclaimer THESE MATERIALS ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OF INTELLECTUAL PROPERTY, OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL U. S. LEGAL FORMS, INC. OR ITS AGENTS OR OFFICERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE MATERIALS, EVEN IF U.S. LEGAL FORMS, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 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