Lawyer Protocol for
Creating For-Profit Corporation

1.    Download the raw forms (compressed "zip" file")

2.    Have your client fill out the for-profit corporation questionnaire

3.    If there are to be more than one shareholder consider the desirability of using the following:

• Pre-incorporation agreement amongst the principals (optional)
  

• 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".
  

4.    Prepare a "Subscription Agreement" (a promise to sell and purchase stock) for each prospective stockholder of the new corporation

5.    Prepare Articles of Incorporation - include any desired stock transfer restrictions.

6.    Prepare Bylaws

7.    Prepare specimen for Stock Certificate

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

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

10.    prepare draft "Minutes" of first director's meeting

• Resolution adopting bylaws
• Resolution appointing officers
• Resolution authorizing opening of bank account
• Resolution adopting share certificate specimen (if there are to be "members")
• Resolution authorizing issuance of stock (as per any subscription agreements)
• Resolution ratifying any pre-incorporation or shareholder agreements
  

11.    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.

12.    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.

13.    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.

14.    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