In Florida, no one can form a corporate business without filing Articles of Incorporation with the Florida Department of State (Division of Corporations). In this article, you will understand what Articles of Incorporation is and how to file the document in Florida.
Florida Articles of Incorporation – The Fundamentals
Filing Articles of Incorporation is the essential legal requirement for business owners seeking to establish a corporation, such as a professional corporation, nonprofit corporation, or similar corporate entity.
The rules for filing Articles of Incorporation vary from state to state. Once submitted to the Secretary of State, applications are reviewed and approved – as long as the requirements are met, and the appropriate fees are paid.
When filing Articles of Incorporation, the individuals creating the separate legal entity must list all the required information. Florida Statutes §607.0202 (1) specifies that “the articles of incorporation must set forth:
- A corporate name for the corporation that satisfies the requirements of Fla. Stat. §607.0401
- 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”
Florida Articles of Incorporation – Corporation Name
The first step is to find an appropriate name for the legal entity. As provided by Florida Statutes (1), “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”
Florida Articles of Incorporation – Filling out the Forms
Once the corporation is properly named, other elements must be included in the Articles of Incorporation.
The document must identify the incorporator, the individual responsible for preparing and submitting the Articles. Please note that the incorporator is not necessarily a member, director, or officer at the corporation. The document must also include:
- The entity’s physical and mailing address
- The entity’s specific purpose (only for professional corporations)
- The number of shares of stock authorized at the time of incorporation
- The name and address of the entity’s registered agent
The registered agent is responsible for handling service of process on the corporation’s behalf. Incorporating an entity in Florida requires the appointment of a registered agent, listing the agent’s name and physical street address in the Articles of Incorporation.