Yes. Incorporators or a board of directors must adopt bylaws for their corporation in order to remain in compliance with state law. [1]
Florida Corporate Laws
- Corporate Tax: Florida places a 5.5% tax on corporate income. [2]
- Board of Directors: Florida dictates that corporations “must have” in order to legally function as such.[3]
- Number – Florida requires at least one director in a corporation; however, this number is amendable from “time to time” through the bylaws.[4]
- Qualifications – Any natural person (adult individual) can be a director; they do not need to be a state resident or a shareholder; however, the bylaws or the articles can impose additional requirements. [5]
- Meetings – Directors participate in meetings “through the use of any means of communication” with permission from the board in addition to satisfying any requirements set by the articles or the bylaws.[6]
- Terms – Initial director terms must expire at the first annual shareholder meetings, where “all other directors” will be elected for a full term.[7]
- Staggered Terms – Corporate directors classified into two or three groups are elected by group every “2 years or 3 years” accordingly.[8]
- Fiduciary Duties – It is assumed and expected that directors discharge their duties in the interest of the corporation and, therefore, may act on the information needed for a “decision-making function” that is reasonably believed to be accurate by the director. [9]
- Officers: Bylaws (or the board of directors) appoint officers while one officer is given the additional or sole duty of “preparing minutes of the directors’ and shareholders’ meetings” in compliance with 607.1601.[10][11]
- Shareholder Meetings: Shareholders are notified of annual and special shareholder meetings “no fewer than 10 or more than 60 days before” with an explicitly presented record date for the voting shareholders.[12]
- Quorum: If the bylaws or articles specifically list a fixed number of directors, then a quorum must be at least “one-third the specified or fixed number of directors.”[13]
- Emergency Powers: The board of directors may pass a separate set of bylaws containing the “provisions necessary for managing the corporation during an emergency.”[14]
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