Florida Articles of Incorporation: Definition, Purpose

What are Florida Articles of Incorporation?

In Florida, articles of incorporation is a legal document that is filed with the Secretary of State to establish a business as a corporation. Once articles of incorporation are filed and approved by the state, the business can legally function as a corporation and can utilize the following benefits of a corporation:

1. Limited liability protection. Corporations are separate legal entities from the shareholders, directors, and officers who run the company. This means that if the business is involved in litigation, a bankruptcy, or debt collection, the personal assets of those running the company are protected. The only exceptions to limited liability protection are when damages occur due to personal liability for your own negligence or malpractice.
2. Tax benefits. Corporations are subject to a flat tax rate of 21% which is lower than the tax rate on most individuals. Corporations can also deduct business expenses from their taxable income to reduce the business’s overall tax liability.
3. Business security. The ownership of a corporation is structured around percentage of stock ownership. This means that transferring ownership of and ensuring the longevity of the business is easier than with other business entities.
4. Access to capital. Corporations have more access to funding than any other business entity because most corporations sell shares of the company to the public. This provides the opportunity to grow the business as well as save the business in cases of financial difficulties.

Articles of incorporation must include specific information about the business and must be filed with the proper state agency. If there is missing information or mistakes, the Secretary of State may deny the articles of incorporation causing significant delays and additional fees for the business owner.

How Do I Find Articles of Incorporation in Florida?

In Florida, articles of incorporation are public record so anyone can search for this document for any corporation registered in the state. To find a corporation’s articles, you can follow the following steps:

1. Visit Florida’s Division of Corporations website at org.
2. From the homepage, locate the tab that says, “Search Records”.
3. From here, you can search for a Corporation using a variety of options like company name, registered agent name, FEI/EIN number, or the business address.
4. Once you choose your method of search, you can run the search through the SunBiz database.

It is likely that your search will return several different organizations so it is important to know as much information as possible about the entity you are searching. Once you have found the business, you will be able to view important company information like the date filed, principal address, registered agent, and annual reports.

Does Florida Require Articles of Incorporation?

Yes. Florida requires articles of incorporation for any business that wishes to operate as a corporation. Until a company’s articles are approved by the secretary of state, they cannot legally operate in Florida.

Are Florida Articles of Incorporation Public?

Yes. Articles of incorporation in Florida are public documents. The Division of Corporations allows users to search a database of every corporation in Florida. The search results will show basic corporation information like the entity name, incorporation date, and address.

Florida Articles of Incorporation Example

[Your Company Name]

ARTICLES OF INCORPORATION

OF

[YOUR COMPANY NAME]

A Florida For-Profit Corporation

I. NAME

The name of this corporation is [Your Company Name].

II. PURPOSE

The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the Florida Business Corporation Act.

III. AUTHORIZED SHARES

This corporation is authorized to issue two classes of shares designated as "Common Stock" and "Preferred Stock." The total number of shares that this corporation is authorized to issue is [Total Number of Shares], of which [Number of Common Shares] shall be Common Stock, and [Number of Preferred Shares] shall be Preferred Stock.

A. Common Stock

1. Voting Rights: Each holder of Common Stock shall be entitled to one vote for each share of Common Stock held on all matters submitted to a vote of shareholders.

B. Preferred Stock

1. The Preferred Stock may be issued in one or more series, each with such designation, rights, preferences, and limitations as the Board of Directors may determine by resolution. The Board of Directors is expressly granted the authority to determine and alter the rights, preferences, privileges, and restrictions granted to or imposed upon any wholly unissued series of Preferred Stock.

IV. REGISTERED OFFICE AND AGENT

The street address of the initial registered office of this corporation in the State of Florida is:

[Registered Office Street Address] [City, State, Zip Code]

The name of its initial registered agent at that address is [Registered Agent's Name].

V. INCORPORATOR

The name and address of the incorporator are:

[Incorporator's Name] [Incorporator's Street Address] [City, State, Zip Code]

VI. DIRECTORS

The number of directors constituting the initial board of directors is [Number of Directors], and the names and addresses of the persons who are to serve as the initial directors are:

[Director 1's Name] [Director 1's Street Address] [City, State, Zip Code]

[Director 2's Name] [Director 2's Street Address] [City, State, Zip Code]

[Additional Directors, if applicable]

IN WITNESS WHEREOF, the undersigned, being the incorporator hereinbefore named, has executed these Articles of Incorporation on this [Day] day of [Month], [Year].

[Incorporator's Name]

[Note: This is a basic example of Articles of Incorporation for a for-profit business in Florida. Depending on the specific circumstances and requirements of your company, additional provisions may need to be included. It is always recommended to consult with an attorney or other qualified professional to ensure your Articles of Incorporation comply with all applicable laws and regulations.]

How Do I Fill Out Articles of Incorporation in Florida?

Articles of incorporation in Florida need to include the following information:

• Corporation name. Business names must be distinguishable from other businesses and it is the business owner’s responsibility to do a preliminary name search before submitting articles of incorporation. All Florida incorporations must include some form of the word “corporation” or “company” whether in full or abbreviated. Business owners are not permitted to do business with the corporation name until it is approved by the Division of Corporations.
• Address. Articles must include the address of the principal place of business. This should be a street address, not a PO box.
• Mailing address. The mailing address can be different from the physical address and this address can be a PO box.
• Registered agent name and address. A registered agent is the person who is designated to receive legal documents on behalf of the corporation. Registered agents can be the owner, or the owner can appoint a third party to act as the agent. Florida requires the registered agent to have a physical address in Florida. PO boxes are not permitted.
• Registered agent’s signature. The registered agent must sign the application for the articles of incorporation. This serves as proof that the registered agent has accepted their position and duties within the corporation. Electric signatures are permitted when filing online.
• Corporate purpose. Non-professional corporations are not required to enter a purpose, however most corporations will use the boiler plate language “any and all lawful business”. Professional corporations like law firms must enter a single corporate purpose. For example, “the practice of law”.
• Officers and Directors. The names and physical addresses of all officers and directors.
• Effective date. Typically, the effective date is the day the Division of Corporations receives and files the articles of incorporation. However, in some cases there can be an alternate effective date. If you are filing your articles between October 1 and December 31 and don’t expect to transact business until the new year, the effective date can be January 1. This allows you to postpone the annual report filing requirement for one year.
• Stock shares. Articles of incorporation should include the number of stock shares the corporation will issue. All corporations must have at least one.
• Incorporator’s signature. The incorporator is the person who is filing the articles. When filing online, electronic signatures are acceptable.

When you file your articles of incorporation, you should also provide a valid email address for all correspondence. You can also request a certificate of status and a certified copy of your articles for an additional fee.

How Do I Submit Articles of Incorporation in Florida?

In Florida, you can submit articles of incorporation online using an e-file service, or by mail.

1. e-File. The Florida Division of Corporations offers and e-filing service at Sunbiz.org. Here, articles of incorporation can be filed, and the filing fee can be paid with any major credit card. When e-filing, e-signatures are authorized for the registered agent and the incorporator.
2. Mail. Articles of incorporation can also be filed through standard mail. You will need to print an articles of incorporation template from SunBiz, fill out the form, then mail it to the Florida Division of Corporations with the appropriate filing fee.

Whether you choose to filing articles online or through mail, it is important to consult with an attorney before submitting your articles of incorporation. An attorney can help ensure that all sections are properly filled out with correct information. This reduces your chances of the Division of Corporations rejecting your articles.

Once your articles of incorporation are accepted, you can begin to operate as a corporation under Florida law. You will need to apply for an EIN to open business bank accounts and should acquire all necessary business licenses and permits to operate legally and successfully.

Relevant Laws

• Stat. §607.0120 (Filing requirements)
• Stat. §607.0202 (Articles of incorporation; content)
• Stat. §607.0301 (Purposes and application)
• Stat. §607.0401 (Corporate name)
• Stat. §607.0501 (Registered office and registered agent