Florida Incorporation,
Business Attorney
& Resource Gateway

Many companies offer incorporation kits but most are resellers. Blue Planet is the manufacturer. At the bottom of this page is a link to our on-line catalog. Blue Planet Offices, Inc. has put together what we believe is the ideal kit, a combination of quality and competitive price to get you going, as well as various deluxe kits. On this page we will discuss what is in the corporate kit and why you need to have one.This page discusses the contents of a corporate kit and why it is important. Click the link at the bottom of the page to learn about our corporate kit offerings.

The Corporate Seal

A corporation has the power to use and annex a Corporate Seal. The law typically provides a provision to give a corporation the power to have a corporate seal, and to use the seal or facsimile of it, by impressing or affixing it to all forms of legal documents A corporate seal is traditionally adopted by a resolution of the directors at the its initial organizational meeting. The authorization to use the corporate seal should also include the power to use a facsimile. This would be important for the use of the corporate seal on large issues of stocks and bonds where the use of the traditional pocket seal would not be practical.

A corporate kit includes a corporate seal. We have been asked what that is used for and do you really need to have it. The answer is yes, you really do need it. The standard seal embosses the paper. There are various things you can use it for, but the big things you really need it for are to open a bank account and issue stock. The bank will want your corporate seal on the form, "Designation of Corporate Depository and Corporate Resolution" which tells the bank that the board of directors of the corporation has authorized them to open an account for the corporation. Secondly, when you issue stock, the corporate seal needs to be embossed into the stock certificate.

Board Meetings, ByLaws and the Importance of Following the Rules

Even if you are going to be the only stockholder, you still need to follow the rules. You should issue yourself stock and even hold board of directors meetings and keep minutes. If you have a regular board of directors elected after incorporation, you definitely must hold board meetings and keep minutes. The corporate record book, which is part of the kit, contains blank pages for the minutes of the board meetings. It also includes sample bylaws.

If your corporation consists of one officer/stockholder, this is perfectly legal. However, that does not mean you can ignore all the requirements of corporate governance. You must follow the rules to keep the corporation separate from yourself. It may seem silly holding a board meeting with just yourself, but it is necessary. Should your corporation become the defendant in a civil action, the plaintiff's attorney will do discovery and one of the things will be your corporate records. If your corporate records are not up to the usual standard, the attorney may very well try to pierce the corporate veil and hold you personally responsible. If that happens, you have lost all the protection that a corporation offers and your personal assets will be at stake.

Corporate Bank Accounts

Every corporation needs a bank account. Do not use your personal bank accounts to operate your corporation. As soon as possible, setup a corporate bank account. I would suggest using a large business bank that has the services and resources you need now and as you grow your business.

Do not use the corporate account as if it is your personal piggybank, even if it is. This will make accounting, taxes and so forth much more difficult. You don't even want to think about an audit. Do not pay personal bills out of the corporate account. Do not pay corporate bills out of personal accounts. If you must, invest the money in the corporation and get stock for it, or borrow it to the corporation and have some documentation for it. If you need to take money out of the corporation, pay yourself for something. Again, intermingling the personal and corporate is a good way for the corporate veil to be pierced and being personally liable for its debts and actions.

Order Blue Planet's Corporate Kit