Legal Question in Business Law in Florida

What do I need to do upon incorporation?

What do I need to do upon incorporation?

After your Articles of Incorporation are filed with the Secretary of State, you will need to have your first Board of Directors meeting. At this first meeting, you will issue stock to the stockholders and issue stock certificates. The Board of Directors will elect additional directors if applicable and appoint the officers of the corporation: the president, vice-president, secretary and treasurer, who manage the daily operations of the corporation. Officers carry out the instructions of the Board of Directors. Depending upon the state of incorporation, one person may own all the stock of the corporation as well as serve as the sole director and sole officer(s).

Most states have laws which require companies not formed in that state, referred to a "foreign corporations" or "foreign LLCs" to register with that state before "doing business" in that state. What constitutes "doing business" varies from state to state. Activities which are wholly interstate, such as catalogue sales and solicitation of business from outside the state, generally do not require registration. Qualification has nothing to do with the obligation to collect and pay sales taxes. However, almost universally having an office in the state, owning or leasing real property, or providing labor or services in the state will constitute doing business.

If your company is "doing business" in a state without registration, there are penalties which will attach. The registration process is done through the state�s office of Secretary of State. Most states have the forms available and they will send them to you. You will need to complete the information required on the form, provide them with a copy of the certificate of incorporation or the LLC�s certificate of formation and pay a qualification charge.