There are many different types of business entities and business agreements. However, the most common business formation types in Florida are corporations and limited liability companies. A corporation requires articles of incorporation with the State of Florida. whereas, a limited liability company requires the filing of articles of organization. A corporation also requires a shareholder’s agreement, whereas a limited liability company requires an operating agreement. A corporation and a limited liability company both may also have a set of bylaws and a buy-sell agreement. There may be additional agreements that are needed.
Our Jacksonville Business Law attorneys are experienced in business agreements for the formation of corporations, limited liability companies, and other business entities.
Here are some basic definitions:
- Articles of Incorporation: The “Articles of Incorporation” (sometimes also referred to as the Certificate of Incorporation or the Corporate Charter) are the primary rules governing the management of a corporation in the United States and Canada, and are filed with a state or other regulatory agency.
- Articles of Organization: The “Articles of Organization” are a document similar to the articles of incorporation, outlining the initial statements required to form a limited liability company at the state level. It is a necessary document for setting up a limited liability company in many U.S. states.
- Shareholder’s Agreement: The “Shareholder’s Agreement” is a binding contract between the shareholders of a corporation, defining the shareholders’ rights, privileges, protections and obligations. Many states in the United States require a a limited liability company to have a shareholder’s agreement.
- Operating Agreement: The “Operating Agreement” is an agreement among limited liability company Members governing the limited liability companies business, and Member’s financial and managerial rights and duties. Many states in the United States require a a limited liability company to have an operating agreement.
- Bylaws: The “Bylaws” are the rules and regulations enacted by an association or a corporation to provide a framework for its operation and management. Sometimes incorporated with the Shareholder’s or Operating Agreement, often times a separate document.
- Buy-Sell Agreement: The “Buy–Sell Agreement“, also known as a buyout agreement, is a legally binding agreement between co-owners of a business that governs the situation if a co-owner dies or is otherwise forced to leave the business, or chooses to leave the business.
In addition the foregoing agreements, you may protect yourself and your business interest through a confidentiality agreement, employment agreements, non-compete and non-solicitation agreements, and a wide multitude of other types of agreements.
Please contact the attorneys at Grigaltchik & Galustov, P.A., at (904) 701-7180 to discuss the most appropriate business agreements and documents for your unique circumstances.