How to issue shares in Florida corporations
Florida is a common state of incorporation for southeastern US startups and real-estate corporations. The Florida Business Corporation Act follows the Model Business Corporation Act with Florida-specific variations.
| FBCA § 607.0601 | Issuance of shares; subscriptions for shares |
|---|---|
| FBCA § 607.0621 | Issuance of shares; consideration |
| FBCA § 607.0625 | Form and content of certificates |
| FBCA § 607.1601 | Corporate records |
| FBCA § 607.1602 | Inspection of records by shareholders |
| FSA § 517.061 | Florida Securities and Investor Protection Act exemptions |
- Authorized by the board under FBCA § 607.0601; consideration set under § 607.0621
- Future services permitted as consideration; benefit to be received by the corporation (§ 607.0621)
- Uncertificated shares permitted under § 607.0626
- Inspection rights under § 607.1602 with proper-purpose-like standard
- Florida Securities and Investor Protection Act filings under FSA Chapter 517
Board authorization under FBCA § 607.0601
Stock issuance is authorized by the board under Florida Business Corporation Act § 607.0601. The board determines the consideration under § 607.0621 and the consideration may include tangible or intangible property, services performed, contracts for services to be performed, or other benefits to the corporation. The board's determination of consideration adequacy is conclusive absent fraud.
Consideration under § 607.0621
FBCA § 607.0621 permits broad consideration: tangible or intangible property, services performed or to be performed, promissory notes, contracts for services, and any benefit to the corporation. Florida permits future services (unlike Delaware) but the board must value the future services and document the basis. Promissory notes are permitted as consideration (this is more permissive than some other states).
Uncertificated shares under § 607.0626
Florida Business Corporation Act § 607.0626 permits the corporation to issue uncertificated shares by board resolution. Most modern Florida-incorporated corporations elect uncertificated for some or all classes. The corporation provides a statement of holdings to shareholders rather than physical certificates.
Corporate records under § 607.1601
FBCA § 607.1601 requires every Florida corporation to maintain corporate records including articles of incorporation, bylaws, board and shareholder meeting minutes, written consents, and a record of shareholders. § 607.1602 grants inspection rights to shareholders with a proper-purpose-like standard requiring written demand at least 5 business days in advance, with the demand describing the purpose and the records sought.
FSA Chapter 517 compliance
Offerings to Florida residents are governed by the Florida Securities and Investor Protection Act (FSA Chapter 517). § 517.061 lists exemptions including the private offering exemption (§ 517.061(11)) and accredited investor variants. NSMIA pre-empts Chapter 517 for Rule 506 offerings but not the notice filing. The Florida Office of Financial Regulation administers Chapter 517.
Common mistakes
Common Florida-specific failure points in share issuance:
- Issuing stock under the Delaware Section 152 framework when Florida's broader § 607.0621 applies
- Failing to maintain the FBCA § 607.1601 corporate records (articles, bylaws, minutes, consents, shareholder list)
- Missing the FSA § 517.061 notice filing for offerings to Florida residents
- Inadequate inspection-demand processing under § 607.1602 (5-business-day notice)
Octelligence handles FBCA specifics in the share register, certificates, board resolutions, and beneficial-ownership filings: jurisdiction-aware templates, statute citations on each record, and the right reconciliation cadence for the corporation.
See Digital Corporate RecordsCommon questions in Florida
Octelligence handles FBCA-specific share issuance: register, certificates, resolutions, and beneficial-ownership records aligned with statute.