Lawyer Protocol for
Creating For-Profit Corporation

1.    Download the raw forms (compressed "zip" files")
2.    Ask your client to provide you with the information needed to create the documents.  Use THIS template to create your email message.

3.    If there are to be more than one shareholder consider the desirability of using the following:
  • Pre-Incorporation Agreement amongst the principals - see the sample in the raw forms collection

  • If you want to give the shareholders the ability to directly manage the corporation without having to have directors meetings consider using a "Shareholder's Agreement".

    • Prepare a "Subscription Agreement" for each prospective stockholder obligating him or her to purchase shares.  The formality of such an agreement helps to reinforce the impression of an arms-length relationship.  Use the template found in the above referenced raw forms collection.
4.    Prepare Articles of Incorporation using the template.  For entities that are to have more than one shareholder pick and choose which of the the optional stock transfer restrictions are desired (if any) and delete the rest.

5.    Prepare Bylaws

6.    Prepare a specimen (generic sample) of the official Stock Certificate.  The actual Stock Certificates that will be issued to the shareholders will be be customized versions of the specimen.  The specimen will be formally adopted by the directors at their first meeting and will be attached to the minutes as an exhibit.

7.    Prepare "Stock Transfer Book" (to be inserted at the end of the minute book)

8.    Prepare "Consent of incorporator" (appointing the initial directors)

9.    prepare draft "Minutes" of first director's meeting using the template in the raw forms collection
    • Resolution adopting bylaws (attach as an exhibit)
    • Resolution appointing officers
    • Resolution authorizing opening of bank account
    • Resolution adopting share certificate specimen (attach as an exhibit)
    • Resolution authorizing issuance of stock (as per any subscription agreements)
    • Resolution ratifying any pre-incorporation or shareholder agreements
10.    Attend first director's meeting and walk them through the agenda (basically, the items covered in the draft minutes). Then, prepare the actual minutes for that meeting (modifying the prior draft as needed). Attending this meeting is important because it is an opportunity for the lawyer to train the directors on following formalities of the corporate form.

11.    Prepare minutes for the first directors meeting (basically, modify the draft minutes if needed).  Attach a copy of the certificate of incorporation returned by the Florida Division of Corporation.

12.    Remind your client to make sure that the stock certificates are actually issued to the subscribers in exchange for the payments agree upon in the Subscription Agreements.

13.    Create Minute Book
  • First document - Consent of Incorporator (see above)
  • Next document - Minutes of first meeting of Directors
  • Attach copy of the bylaws that were adopted at that meeting