What are Articles of Incorporation Florida?
What do you need to include in them?
What are the essential elements you should know!
In this article, we will break down the Articles of Incorporation Florida so you know all there is to know about it!
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Articles of Incorporation Florida
To form a corporation in the state of Florida, you need to file your Florida articles of incorporation.
The Florida laws require that every new company file its articles of incorporation with the Florida Department of State.
The articles of incorporation is a document filed with the Florida Department of State where you provide the essential information about your corporation allowing the state to legally form (or create) your corporation.
Through its Division of Corporations, the state of Florida manages Sunbiz, an online platform providing online filing capabilities, access to forms, information, and other relevant information with regards to articles of incorporation FL.
Let’s look at what you should do before filing your articles of incorporation, how to file them, and what to do after.
Before Filing Your FL Articles of Incorporation
What should you do before filing the articles of incorporation Florida?
Florida Corporation Forms
Being prepared to handle your company incorporation is key to ensuring that the process is smooth and quick.
Here are some helpful links and resources for you to consider:
- Filing articles of incorporation for Florida Profit Corporation (Florida Articles of Incorporation E-Filing)
- Florida filing information (Division of Corporations)
- FL Instructions for Articles of Incorporation
- Florida Profit Articles of Incorporation Form (PDF)
You can access all other FL corporation forms and documents made available to you by the Department of State, such as:
- Profit corporation forms
- Non-profit corporation forms
- Other corporation forms
You should think about whether you will need a certificate of status as you file your articles of incorporation.
A certificate of status is an official document issued by the Department of State confirming that your corporation exists and has paid all fees due to the state.
When you file your State of Florida articles of incorporation, you have the option of asking for a certified copy of the same.
If you need to get a certified copy, you can request it when you submit your incorporation papers.
A certified copy of your articles of incorporation is a stamped true copy of your official articles filed with the state.
How To File Florida Articles of Incorporation
Let’s look at the checklist of what you should include in your state of Florida incorporation.
The first thing you must think about is your corporation’s name.
Every corporation must have a corporate identifier such as “INC”, “CORP”, or “CO”.
For example, a company can be incorporated as ABC Inc., ABC Corp., or ABC Co.
Section 607.4001 of the Florida Statutes governs what is required in your corporate name.
Corporate Name Availability
For your articles to be approved, your corporation must have a distinguishable name on the Department of State records.
To ensure that your name is not similar or the same as another business entity, you should do a preliminary search by name before submitting your incorporation in Florida.
You can perform a Florida Secretary of State Business Search using the Division of Corporation’s online tool to see if anyone else has registered a company with the same or similar name.
Corporations are not required to list a purpose but have the option to do so.
A company’s purpose can be to conduct any and all lawful business.
Principal Place of Business Address
You must identify your corporation’s principal place of business address.
Typically, your corporation’s principal office will be designated as your corporation’s principal place of business address.
The street address can be the same or different than your company’s mailing address.
All companies registered in Florida must have a registered agent.
The Florida laws allow another business entity, having a Florida filing or registration, to act as another corporation’s registered agent.
However, a corporation cannot act as its own registered agent.
What’s important to note is that your Florida application must be signed by the registered agent confirming that they are aware of their obligations and accept them.’
Section 607.0501 Florida Statutes governs specific requirements applicable to registered agents.
Your company’s stock shares (capital stock) should be specified in your articles.
In other words, you must specify the number of stock shares your corporation is authorized to issue to its shareholders.
At a minimum, you must have one class of stock.
Corporate lawyers and attorneys can provide you legal support should you wish to define other categories of shares with different rights and privileges.
Section 607.0601 Florida Statutes governs the company’s capital stock.
You can provide the name and street address of the company officers or directors.
However, you are not required to do so.
Should you choose to disclose the corporate officer or director’s name, you must disclose the last name, first name, and address.
A company officer can be a person or another business entity.
However, a company director must be an individual (cannot be a business entity)
Typically, your corporation’s legal existence starts when the Florida Division of Corporations receives and files your articles in its records.
However, you have the option of providing an “effective date” to specify a different incorporation date.
In Florida, you can specify an effective date five days before the actual incorporation or up to 90 days after your filing.
The articles must include the name and address of the incorporators.
The incorporator is the person authorized to sign and file the corporation’s articles.
In essence, the incorporator is the person who “files” the articles of incorporation and confirms the information about the corporation to be formed is correct.
Once you have everything prepared and ready, you have the option of filing your articles online or by completing a PDF form.
If you use a PDF form, you can either complete it electronically, print it, and sign or you can print the blank form and fill it out entirely by hand.
You have the option of paying your incorporation fees (or filing fees) by credit card or check.
If you are going to make a payment by check, make sure you address the cheque to the Florida Department of State.
The checks must be in the U.S. currency and funds should come from a U.S. Bank.
After Filing Articles of Incorporation In Florida
What should you do after your company is incorporated?
You are not required to file your company’s bylaws with the state.
If you have one shareholder and director in your company, your company bylaws may not appear to be that relevant.
However, if you have more than one shareholder or more than one director, then the internal corporate governance rules become important.
In your bylaws, you adopt rules and regulations regarding shareholder meeting notifications, voting procedures, the election of board members, and so on.
After your company is incorporated, you will typically hold your first corporation meeting, called an organizational meeting.
In this first board meeting, the following tasks are handled:
- The board of director will appoint the company officers
- The corporation adopts its bylaws
- The corporation selects its bank account
- The corporation’s fiscal year is established
- The corporation is authorized to issue stock
- The corporation’s official stock certificate is adopted
- The corporate seal is adopted
This meeting is important as you lay the foundation of how your company will be operated in the future.
At the organizational meeting, the corporation can issue the stock certificates to its shareholders.
The stock certificates serve as proof that the shareholder owns shares in the company.
Every stock certificate will have the name of the shareholder, a certificate number, issuance date, description of the type of shares issued, and the signature of the company board or representative.
Employer Identification Number (EIN)
Every corporation will need an Employer Identification Number representing a unique Tax ID Number issued to the corporation by the IRS.
You can apply for an EIN by going to the IRS website.
Florida Business Licenses
Before you start doing business in Florida, you must verify whether you need to obtain a business license or not.
Typically, the need to obtain a business license will be driven by where your corporation will be located and the type of goods or services it offers to the public.
As such, you may verify with your city or county to get more information on the need to obtain a business license in Florida.
Business licenses can include:
- General business license
- Seller’s permit
- Professional license
- Food or alcohol license
- Building permit
- Zoning permit
- Signage permit
- Car dealer and remitter license
- Liquor license
- Occupational license
- Environmental license
There are many types of licenses and permits that your business may require.
Make sure you verify all state, county, and local government requirements.
Once your company is incorporated, you must file an annual report to remain compliant with Florida state laws.
By filing an annual report, you can maintain your company’s status as “active” with the Department of State.
Keep in mind that if you neglect to file your corporation’s annual report, you run the risk of having your company administratively dissolved.
The annual report is a declaration that you file confirming that your company’s information on record is up-to-date.
S Corporation Election
If you intend to make an S Corp tax election, you’ll need to file an additional form with the IRS.
An S Corporation is essentially a corporation electing to be taxed like a partnership.
In other words, you will be allowed to “pass” corporate revenues to the shareholders.
Not all corporations qualify to be taxed under Subchapter S of the Internal Revenue Code.
However, if your company does qualify, it can take advantage of the “pass-through taxation”.
Consider using Form 2553 for an S-Corp Election with the IRS.
Articles of Incorporation Florida Takeaways
How do you file Florida business articles of incorporation?
Let’s look at a summary of our findings.
Articles of Incorporation Florida
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