Whether your business is a partnership, limited liability company, or corporation, it is a good idea to organize so your important documents are easily accessible. You may need them for the Florida Secretary of State, the Internal Revenue Service, accountants, or lawyers, or to verify an oral agreement that was memorialized later.
Record-keeping is crucial to the success of your enterprise, as the experienced attorneys at our firm can attest. New or seasoned entrepreneurs interested in developing a system to chronicle their actions should consult the team at Sparks Law for help developing a Florida corporate kit.
New businesses, except sole proprietorships, must register with the Florida Secretary of State and pay a filing fee. Corporations file Articles of Incorporation, and limited liability companies file Articles of Organization. The State requires basic information about the company: name, address, type of business, directors, and the registered agent, who can officially accept service of documents for the corporation, such as lawsuits and communications from the State.
Businesses that intend to maintain bank accounts and pay wages must apply for an Employer Identification Number (EIN) from the Internal Revenue Service. The EIN resembles a Social Security number for an individual. These two filings form the basis of a corporate kit. Other documents that a Florida attorney can help include in a corporate kit are:
Although Florida corporations are no longer required to include a corporate seal in the corporate kit, some businesses prefer to, and Florida statutes still refer to them. For instance, in Florida Statutes 692.01, a corporate seal is appropriate when the company conveys or leases land.
Additionally, the State does not require a written LLC operating agreement, although it is highly recommended. An operating agreement, like corporate bylaws, acts as a roadmap for how the company business will be conducted. It also spells out what share of the company each member owns. If ownership interest is not in writing and provable, the State will assume all members own equal shares. Consult a skilled local attorney to begin developing a corporate kit as soon as the business is formed.
Once a company is formed and a corporate kit established, owners will add to it as the business grows and changes. All relevant business information should be part of this repository, including minutes of all board and manager meetings, shareholder meeting minutes, pertinent contracts, quarterly and year-end financial statements, a policy handbook, and all information concerning incurred debt and equity. Corporations should also include any private placement memoranda.
The accounting department and outside accountants and auditors will need financial records to create financial statements. Attorneys will need a lot of this information if the company plans to trade publicly. Contracts, such as employment and vendor agreements, can serve as templates for later transactions. A savvy lawyer at our Florida office should regularly review a company’s corporate kit.
Florida business annual reports, including a filing fee, are due each January 1. These reports to the state note any change in directors and the registered agent. Failure to file an annual report will result in administrative dissolution with a hefty reinstatement fee. Annual reports should be part of a company’s corporate kit since it acts as a history of changes. Business owners should confer with a Florida lawyer on adding annual reports to their corporate kit.
Every business will benefit from creating and maintaining a corporate kit. This repository for important documents acts as a history of your business, assists accountants and lawyers, allows you to replicate essential contracts, and helps settle misunderstandings.
Whether your business is already established, or you are in the process of registering it with the State, the legal team at Sparks Law can help you preserve your records. Call us today to learn about the advantages of documentation in a Florida corporate kit.