Florida Professional Corporation Package

STATE OF FLORIDA PROFESSIONAL CORPORATION PACKAGE

Prepared by U.S. Legal Forms, Inc.

Copyright 2016 - U.S. Legal Forms, Inc.

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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

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.

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.

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

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 download, 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.

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.

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.

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 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.

• A professional corporate name MUST be distinguishable from the names of all other entities or filings.

Step 2: See FORM: FL-00INCP ARTICLES OF INCORPORATION

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.

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.

Step 5: Apply for a Federal Tax Identification Number. Use form US-IRS-SS-4.

Step 6: If you elect Subchapter S status, complete and file form 2553 with the Internal Revenue Service.

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.

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.

Corporate Books: See http://www.uslegalbookstore.com/officeproducts/

Imprinted (or blank) Lithographed Stock Certificates: Preview and order links are available on the referenced website.

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.

If you are not an attorney, you are advised to seek the advice of an attorney for all serious legal matters. The information and forms contained herein are not legal advice and are not to be construed as such.

If you cannot view the information contained at the link above, or do not agree to the terms therein, you may not use the package materials. Return the package for a full refund.

Notes / Additional Information