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socrateaser, Attorney
Category: Business Law
Satisfied Customers: 37810
Experience:  Retired (mostly)
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When a company is set up with the State of Florida as a corporation

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When a company is set up with the State of Florida as a corporation and a a EIN # XXXXX XXXXX setup up is it within the confines of the law? The reason I ask this is my business partner set up this corporation and did not create any corporate bi-laws or order a corp seal.

By company, do you mean an LLC or a corporation (INC)?
Customer: replied 3 years ago.

corporation (s corp)

Bylaws, while required to operate a corporation, will not render a corporation an invalid form. Neither will the lack of a corporate seal (which really isn't necessary by modern standards, because a corporate officer can "seal" a document by simply following his/her signature with the initials L.S. (locus sigilli, latin trans. "at the place of the seal").

An EIN requires only articles of incorporation filed with the Florida Department of State.

The difficulty comes later, when a creditor of the corporation seeks to try to hold an officer or shareholder personally liable for a corporate debt. Where a corporation does not follow all of the formal requirements, a court may decide that it is not a separate legal "person," and instead, declare the corporation to be the alter ego of its owners, which invalidates all of its asset protection for the shareholders, directors and officers -- making them all jointly and severally liable for corporate debts.

Hope this helps.
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