How to File Florida Articles of Incorporation for Profit Corporations?

Florida Articles of Incorporation

In the state of Florida articles of incorporation are the first step towards forming a profit corporation. There are different types of corporations that you can form in the state. For example:

• C corporation or for profit corporation
• Foreign corporations
• S corporations
• Corporations Not for Profit
• Professional Service Corporation
• Private School Corporations
• Social Purpose Corporation
• Benefit Corporation

What are Florida articles of incorporation?

The state of Florida articles of incorporation are documents, which are also known as the corporate charter. These documents establish the fact that a profit corporation exists in the state of Florida. These formal documents are considered to be documents for registration of a new business and have to be filed with the state department or Division of corporations.

• Name of the profit corporation
• Principal street address or mailing address of the corporation
• Name and address of the registered agent hired by the said corporation
• The purpose for which the corporation has been organized
• Names and addresses of the initial officers or board of directors
• The number and type of shares of stock
• The name and address of the Incorporator

Filing Articles of Incorporation in Florida for Profit Corporation

There is a process for filing articles of incorporation for Profit Corporation in Florida and this requires you to provide information and also ensure certain other interconnected processes and documentation is complete prior to filing. There are several other aspects you need to consider like naming of the business without which the state of Florida articles of incorporation cannot be filed.

1. Choose corporation name

The process of forming a profit corporation is governed by the 2019 Florida Statutes, Title XXXVI – Business Organizations, Chapter 607 – Florida Business Corporation Act. You can proceed towards filing articles of incorporation for profit corporations only after you have reserved a business name. A corporate name is an integral aspect of the business as it helps in identifying the entity. You have to think of a business name and ensure it is compliant with the requirements of Florida Statutes, FL Stat § 607.0401 (2019) as this will help you to file Florida articles of incorporation with ease. The primary requirements are:

• The name should contain words like “corporation,” “incorporated” or “company.” You can also use abbreviations like “Corp.,” “Co.,” or “Inc.” as these will indicate that the said entity is a corporation and not any other form of business like a partnership, or an LLC.
• The business name should not contain any words or phrases that imply any form of connection with the state or any federal government agency in the United States.

2. Choose a principal business address

If you are planning to incorporate in Florida then you will need a principal business address also known as the principal place of business. The principal address is the primary location of your business from where you not only conduct operations but where the senior management of the company is also located. It is like the head office of a company. The principal business address can vary according to the type of business e.g., the principal place of business for a retailer would be the retail store from where he or she runs their operation. Similarly, if you have started a home-based business then the principal place of business will be your home address. When you file Florida articles of incorporation, you will be required to mention this address.

3. Declare the purpose of your corporation

A corporation is a type of legal entity, which is distinct as well as separate from the owners of the entity. So, if you are filing articles of incorporation for a Profit Corporation in Florida then they will be governed by the state statutes. According to Chapter 607 – Florida Business Corporation Act, FL Stat § 607.0301 (2019), if you form a corporation in this state then it needs to declare a purpose of corporation, which is also known as the statement of corporate purpose.

4. Specify stock structure

When you file state of Florida articles of incorporation; information provided in the formation document becomes registered with the Florida government systems. One of the important aspects of the articles is to specify a stock structure. As a corporation, you have to describe the type of shares that has to be issued to the owners as well as the number of shares to be made available to the investors of the said company. The number of shares being issued is also known as authorized stock, authorized shares, or authorized capital stock. There is no requirement regarding how many shares can be authorized. There are no limits on the number of stock a corporation can issue.

5. Directors and officers

One of the first steps prior to filing articles of incorporation for Profit Corporation is to name the board of directors. The common corporate structure is to have a management team often known as officers and a board of directors. The officers of a business corporation are normally hired by the board of directors while the board is elected by the shareholders. The board members of a profit corporation can be divided into three categories, which are:

• Chair or the leader of the said corporation
• Inside Directors comprise of shareholders or managers from within the corporation
• Outside Directors are not a part of the management team

6. Choose a registered agent

If you are planning to file the state of Florida articles of incorporation then one of the mandatory requirements is to designate and maintain a registered agent in the state pursuant to FL Stat § 607.0501 (2019). A registered agent’s primary responsibility is to accept service of process on behalf of a corporation.

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7. Incorporator

An incorporator is a person or individual who will help in the process to incorporate in Florida by filing an article of incorporation with the Division of Corporations on behalf of the said entity. A profit corporation can have one or more incorporators pursuant to Florida Statutes, FL Stat § 607.0201 (2019). It is not necessary for incorporators to be the owners of the company and can be an attorney or even a registered agent. An incorporator can be hired just to sign the formation documents required to file Florida articles of incorporation. Some of the other duties of an incorporator can be:

• Selecting the members to form the board of directors
• Organizing the initial meeting constituting the board of directors
• Adopting the by-laws of the corporation

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8. Effective date

In the application to file Florida articles of incorporation, you will be required to provide an effective date. Although it is an optional requirement, an effective date is essentially any date in the near future. According to Florida statutes, if this date is not provided then the effective date of the corporation will be the date the state has approved your business formation application. So, if you were filing articles of incorporation for Profit Corporation on December 04, 2021 and have mentioned an effective date as January 04, 2022 then your corporation will be considered to exist from that date and if the effective date is not provided then December 04, 2021 will become the effective date.

Can I file the articles of incorporation online?

Yes. You can file Florida articles of incorporation online using the Sunbiz portal of the Division of Corporations. In order to file online, you will have to read through and follow the downloadable instructions for filing the Articles of Incorporation for Florida Profit Corporations from the same website. You will have to file the application along with a cover letter and all documents as required along with a filing fee of $35.

How long does the incorporation process take in Florida?

Once you file Florida articles of incorporation, the processing time will depend on how you submitted your articles. If you filed online along with the fee then the processing will take anywhere from 2-3 business days. If you have submitted documents and fee to incorporate in Florida through mail then the processing time is longer and can vary from 5-20 business days.

After filing articles of incorporation

There are certain processes and requirements that you have to meet after filing articles of incorporation for Profit Corporation. The documents are required in accordance with the 2019 Florida Statutes, Title XXXVI – Business Organizations, Chapter 607 – Florida Business Corporation Act. The documents required are:

• Annual Reports – Once you file state of Florida articles of incorporation, you will need to ensure all annual requirements are met. Every corporation formed in the state of Florida pursuant to FL Stat § 607.1622 (2019) has to submit an annual report. The first annual report has to be submitted with the Division of Corporations through mail or online between January 1 and May 1 in the year following the year you incorporate in Florida.
  

  For example: If you register a Florida corporation online on July 05, 2021 then you will have to file your annual report the next year between January 1 and May 1, 2022. You will have to file subsequent annual reports by May 1 of each calendar year there onwards. Failure to file an annual report within the due date will lead to a late fee of $400.

• Corporate Bylaws – One of the important requirements post filing of state of Florida articles of incorporation is the corporate bylaws. In most states, maintaining of corporate bylaws is mandatory although they are not public and are not required to be filed with the Division of Corporations pursuant to FL Stat § 607.0206 (2019). The board of directors or incorporators of a profit corporation have to adopt initial corporate bylaws unless the articles of incorporation specify that the power to create it lies with the shareholders. The corporate bylaws are created after you incorporate in Florida and are considered to be the governing rules or guiding principles for the operation of the corporation. Once created, the corporate bylaws have to be approved by the board.
• Organization Meeting – Once you file Florida articles of incorporation and have received the certificate stating your company is incorporated, the said corporation will have to hold an organization meeting. It is also known as a corporate organizational meeting and will be held by initial directors as named in the articles of incorporation. The primary responsibility of the initial directors is to appoint officers, adopt bylaws, issue shares, and carry on with any other business area that may have been brought into the meeting. If initial directors have not been named when filing articles of incorporation for profit corporation, then it will be the responsibility of the incorporators to hold an organizational meeting to elect directors pursuant to FL Stat § 607.0205 (2019).

Ready to Incorporate in Florida?

The filing of state of Florida articles of incorporation is a process, which requires you to submit different types of information and documentation. Sometimes, the incorporation documents may get rejected by the Division of Corporations if the information provided is missing or incorrect. IncParadise, one of the leading incorporation service providers in Florida can provide meaningful assistance towards ensuring you can incorporate in Florida with ease.