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.
There are different types of corporations you can form in Florida and for-profit corporations are meant for those who want to start a business selling products or services. You can form a foreign or a domestic Florida for-profit corporation.
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.
Once you have created a business name in accordance with state requirements; the next step would be to check for name availability. If the chosen business name is available then you can reserve it for a period of 120 days pursuant to FL Stat § 607.04021.
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.
A purpose statement is basically a type of single statement, which defines the reason behind the existence of your company beyond the need for making profit. The purpose may vary from one state to another but the essence of it remains the same, which is to conduct an ethical, lawful, and sustainable business for ensuring long term success and growth in its value. The purpose needs to be declared along with the articles. So, when you are ready to file Florida articles of incorporation, you will need to also submit a Specific Purpose for a “Professional Corporation”.
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
Once officers and board of directors have been selected, you need to file the state of Florida articles of incorporation along with their names and addresses.
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.
IncParadise is one of the leading registered agents in Florida and we are compliant with all state requirements. We can not only accept Service of Process but also help you with filing articles of incorporation for Profit Corporation.
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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.