Corporations Generally

Hearing the term "corporation" conjures the thought large commercial enterprises like Apple, Amazon, or Wal-Mart. But many small businesses and family companies operate under the corporate structure.  Corporations are legal entities that are allowed to conduct business and own assets just like any individual. Interestingly enough, they share the same constitutional rights as an individual! Corporations can last indefinitely (perpetual existence), and profitable companies can last hundreds of years (think of brands like Coca Cola and Budweiser. Both have been around since the late 1800's).

Corporations as a structure, have been around for hundreds of years. They are a creature of state and common law. Each state has requirements to form and operate corporations. Typically, corporations must include the suffix such as "Corp", "Incoporated", or "Inc." 

In Florida, corporations are governed by the Florida Business Corporations Act (FBCA) as set forth in § 607.0505, Florida Statutes.


Unlike Limited Liability Companies, Corporations do not have members. They have shareholders who invest in the corporation, and share in the profits earned. Generally shareholder liability is limited to the amount of money they invest.


Typically, corporations are centrally managed. Central management generally means that Directors, elected by the shareholders, set corporate policy. The directors are referred to as the Board or Board of Directors. The day-to-day operations are carried out by corporate officers. Corporate officers are usually elected by the Board. In some cases, the president of the company is elected by the shareholders. State law typically governs the number and amount of directors. In most jurisdictions an single individual can be the entire company. In other words, a single person can be the sole shareholder, the entire board of directors, and all of the corporate officers!

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