Florida Articles of IncorporationFlorida articles of incorporation, as well as articles of organization for limited liability companies (LLCs) and filings for most all business entities are made with the Florida Department of State Division of Corporations in Tallahassee. The Division of Corporations is responsible for all new filings, and also for filings for “foreign” (non-Florida) corporations and LLCs. For a list of the Division’s contact addresses and telephone numbers click here. You can also contact them by email; however, be aware that under Florida law, your email address may be made public. To avoid that, contact them by telephone or regular mail. NOTICE This information is general nature, is not complete, and not intended as legal advice. It is intended to give you a broad overview of this subject so that you can intelligently discuss it with your spouse, family, business associates, and professional advisors. You should consult your professional advisors, lawyer or certified public account who specializes in this area of law and taxation. They can be invaluable with your pre-planning, implementation, and continuation of your business entity. I strongly recommend and encourage you to always seek out the counsel of competent licensed professionals before you make important legal and tax decisions. FLORIDA ARTICLES OF INCORPORATION General instructions and free forms for filing Florida articles of incorporation can be found online at the Division of Corporation’s Sunbiz website. At Sunbiz, you can also search and access most other Florida public information, records, and documentation pertaining to registered LLCs, general and limited partnerships, fictitious name registrations (DBAs), trademarks, liens, and more. In some cases, electronic images of documents can be viewed, downloaded and printed without charge. Free forms available include Florida articles of incorporation, foreign and domestic, for profit and nonprofit corporation articles, amendments, resignations of officers, directors, and registered agent, dissolutions, conversions from one form to another form of business entity (for example, from a corporation into an LLC), mergers, an much more. Articles Contents Your Florida articles of incorporation are required by law to contain certain information including but not limited to the following:
Additional articles may include:
Directors and Officers Directors must be natural persons, with a minimum of one (See FS §607.0802). However it appears that corporate officers may be either natural persons or business entities (See the Division's "Profit Filing Help" web page, Officer/Director, Entity Name subsection.) One person may simultaneously hold more than one office. (See FS §607.08401) Professional Corporations If you are filing Florida articles of incorporation for a “professional corporation” (PC), the corporation’s purpose article must be specific and limited to the professional practice. FILING REQUIREMENTS In addition to the requirements of the Florida Corporations Statutes, Florida articles of incorporation must generally be: Printed Forms Forms with instructions for Florida articles of incorporation can be downloaded and printed. These articles of incorporation would be completed and signed, then you must mail, send by courier or personally deliver your articles with full payment to the Division of Corporations in Tallahassee. Online Filing Florida articles of incorporation may also be prepared and submitted for filing online. A Help page is a available here. The form may be completed onscreen, and you can request a Certificate of Status and a Certified Copy of your filed articles for an additional fee. Do be very careful to double-check the information before you submit the form. Once you submit it to the Division, your filing cannot be updated, removed or canceled and there is no refund. After you submit your articles online, you will be given a “Receipt Page” containing your filing tracking number and total amount of payment due. Print and keep this page for your records. Your online filing will include your email address so the Division can email to you your certificates upon their acceptance and filing. That email address may become part of the public record. NOTE: If you make an error in your Florida articles of incorporation that are filed online, you can only correct your articles by filing an additional amendment (for an additional fee) to the original articles. Be certain to check and re-check all of your filings, and to have your professional legal advisors review your documents before filing anything. Sunbiz E-Filing Florida articles of incorporation can be electronically filed via Sunbiz E-Filing which is actually an electronic fax filing service. To do this you must have a pre-paid account with the Division of Corporations. The electronic filing process is not for one-time filings. It is intended for multiple filings. NOTE: If you make an error in your Florida articles of incorporation that are electronically filed, you can only correct your articles by filing an additional amendment to the original articles. Be certain to check and re-check all of your filings, and to have your professional legal advisors review your documents before filing anything. REJECTED FILINGS Each year a significant number of Florida articles of incorporation, LLCs or other filing submissions are rejected because they do not comply with the statutory filing requirements. So, if you are concerned about getting your filing right the first time, and avoiding delays or amendments, be certain you have your documents in good order, properly signed and dated. FOREIGN CORPORATIONS (Non-Florida Corporations) Corporations from other states or countries (“foreign” to Florida) wanting to do business in Florida must apply and file a form with the Division of Corporations. The foreign corporation must deliver the completed application, together with a cover letter and an original certificate of existence issued from its home state corporate certifying authority within the past ninety (90) days. Click (http://form.sunbiz.org/cor_fc.html) here for more details. NOTE: The Florida application must be signed by the Florida resident agent accepting their appointment and duties. CORPORATE NAME USE Florida (as do most states) requires the corporate name you register to be distinguishable from other company names registered in Florida (except certain fictitious name registrations). If your corporate name is deemed deceptively similar to another existing Florida company’s name, your filing to be rejected. (See Florida Statutes §607.0401for details ). An appropriate corporate name ending is the word or its abbreviation: Name Search You can search the online Florida Division of Corporations data base for corporate name availability here . Do this before you submitt your Florida articles of incorporation for filing with the Division. Also see my article Incorporation Name Search for more relevant name considerations. RESIDENT AGENT The resident agent is a Florida resident person or firm listed in your Florida articles of incorporation and on the public record to accept service of process for your corporation. Florida law requires the resident agent to accept in writing their appointment and duties in the original Florida articles of incorporation submitted with your filing with the Division of Corporations. ANNUAL REPORTS All corporations registered and doing business in Florida must make an annul report filing with the Division of Corporations of the Florida Corporation Commission. Failure to file and annual report may subject your corporation to revocation by the state. If you have your corporation’s Document Number you may go online and download a preprinted Annual Report form . More information is available here. The Annual Report may be filed online or by mail. This report contains updated information, including: FLORIDA SMALL BUSINESS RESOURCES Florida Trend publishes a very resourceful free online magazine titled FloridaSmallBusiness.com.They describe it as: “The Guide for Entrepreneurs & Emerging Companies – The Florida Trend guide to starting and growing a small business, Florida Small Business offers no-nonsense, get-to-the-point articles, full of how-to directions, sound ideas and small business success stories to help small businesses operate effectively and profitably.” Enterprise Florida is another useful online resource. REMEMBER CORPORATE FORMALITIES Filing your Florida articles of incorporation is among the first steps in properly organizing your new business organization. You will also need to hold your organizational meetings, issue stock, complete your share transfer ledger, make applicable tax treatment elections, and record everything in the company minutes to be retained in the corporate minute book. When a regular "for profit" corporation (or other business entity) is organized, it will usually hold at least two kinds of meetings: 1) shareholder meetings which are also called corporate meetings; and 2) directors' meetings. Large corporations especially will hold regular committee meetings, such as meetings of the finance, executive or investment committees. However, it is vitally important for small, closely held companies to hold certain meetings, adopting resolutions, and keep corporate minutes. This helps establish its corporate legal existence so that courts, tax agencies and other authorities can give it separate legal recognition. You can simplify, streamline and systematize your corporation's business meetings and formal record keeping methods. The "form" that you use is not necessarily your most important concern. Instead it is the "substance" of your meetings, minutes and resolutions that will carry the day. The validity or "legality" (for corporate purposes) of your actions and business conducted at your corporate meetings generally is governed by state law where your company was formed or registered, the company articles or charter, and its bylaws, operating agreement or other governing instruments. If you have the delegated authority and duty to call and preside over meetings – and to keep the official corporate minutes of formal proceeding – you MUST familiarize yourself with the basic rules and principles that govern the legality of those proceedings, and you MUST keep corporate minutes.
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