In Florida, state law requires that any company seeking to incorporate within state jurisdiction must file Articles of Incorporation with the Florida Department of State. Keep reading to find out what Articles of Incorporation is and how to file with the State of Florida.
Florida Articles of Incorporation – The Basics
The term “Articles of Incorporation” refers to a set of formal documents filed with the appropriate government body to legally create a corporation. Hence, no company may incorporate in Florida without filing the required formation documents.
A corporation is a legal entity that exists as a separate entity from its owners, stockholders, or shareholders, as the essential element of all corporations is limited liability protection.
In a corporate structure, shareholders are not being personally subject to liability associated with the company. For example, if a corporation is sued and the court awards a judgment against it, the plaintiff may not collect damages from the personal assets of owners or shareholders.
Filing Out Articles of Incorporation – As Provided by Law
The first element of the Articles of Incorporation is the naming of the corporation. Florida Statutes §607.0401 (1) provide that “a corporate name:
- Must contain the word “corporation,” “company,” or “incorporated” or the abbreviation “Corp.,” or “Inc.,” or “Co.,” or the designation “Corp,” or “Inc,” or “Co,” as will clearly indicate that it is a corporation instead of a natural person, partnership, or other eligible entity
- May not contain language stating or implying that the corporation is organized for a purpose other than that permitted in this chapter and its articles of incorporation
- May not contain language stating or implying that the corporation is connected with a state or federal government agency, or a corporation or other entity chartered under the laws of the United States”
Besides the corporate name, Florida Statutes §607.0202 requires Articles of Incorporation to include other information about the company, including:
- “The street address of the initial principal office and, if different, the mailing address of the corporation
- The number of shares the corporation is authorized to issue
- The street address of the corporation’s initial registered office and the name of its initial registered agent at that office together with a written acceptance (as required in Fla. Stat. §607.0501(3)), and
- The name and address of each incorporator”
As provided by Florida Statutes §607.0202 (2), “the articles of incorporation may set forth:
- The names and addresses of the individuals who are to serve as the initial directors
- Provisions not inconsistent with law regarding the purpose or purposes for which the corporation is organized, managing the business and regulating the affairs of the corporation, and defining, limiting, and regulating the powers of the corporation and its board of directors and shareholders
- A par value for authorized shares or classes of shares
- The imposition of personal liability on shareholders for the debts of the corporation to a specified extent and upon specified conditions, and
- Exclusive forum provisions to the extent allowed by Fla. Stat. §607.0208″
According to Florida Statutes §607.0208 (1), “the articles of incorporation (…) may require that any or all internal corporate claims be brought exclusively in any specified court or courts of this state and, if so specified, in any additional courts in this state or in any other jurisdictions with which the corporation has a reasonable relationship.”