Florida Law requires that any new company wishing to incorporate in the state of Florida file articles of incorporation with the Florida Department of State. The articles of incorporation is the document that establishes the formation of the company. If you are forming a new company seeking to incorporate in the state of Florida, filling out the articles can be done at https://dos.myflorida.com/sunbiz/start-business/. If you choose to do so, the Florida Department of State website helps a new company go through the step-by-step process of completing Florida articles of incorporation and subsequently filing them. However, the document is part of the backbone of the company and there is much needed consultation and consideration prior to filing. This blog is meant to outline the mandatory provisions and include the necessary information required to successfully draft the articles of incorporation for your company. Florida Statutes 607.0202 govern the required and optional content to include in the articles of incorporation.
Required In Florida Articles Of Incorporation
The following must be set forth in a company’s articles of incorporation:
1. Corporate Name
As required by 607.0202(1)(a), Florida Statutes, the articles must include the company’s name. 607.4001, Florida Statutes govern what is required in the corporate name. The name first must clearly provide that the company will be a corporation, and not a partnership, natural person, or other business entity. Therefore, it must include at the end of the corporate name: corporation, company, incorporated or any of their abbreviations. Additionally, the corporate name must be distinguishable from all of the names of previously registered entities on file with the Florida Department of State. Therefore, your corporate name must be unique.
2. Principal Address
The street address of the initial principal office of the company must be included in the Articles of Incorporation. This address can be the same or different than the mailing address (see paragraph 4). This also applies for corporations who’s principal address is outside of Florida. If you are a company headquartered in another state and looking to register in Florida, you would use the address of your headquarters.
3. Capital Stock
The Florida articles of incorporation must include the number of shares the corporation is authorized to issue. 607.0601, Florida Statues, governs how those shares can be categorized and allocated. The articles must prescribe the classes of shares, and how many per class. A company in determining the types of shares may authorize certain types of shares to have certain preferences, such as shares that determine voting rights, shares entitled to dissolution rights (the net assets remaining when a company dissolves) and redemption or conversion rights. Additionally, preemptive rights of shares must be included in this section of the articles – which briefly – means that those holders of those shares have first right to buy a proportional interest in any future additional shares the company issues.
4. The Registered Agent And Registered Office
The registered agent’s address and the registered office’s address must be identical. The registered agent of a Florida company may be an individual who resides in the state, another Florida corporation, or a foreign corporation; however, any of those registered agents are required to list an address that is the same as the address of the registered office. 607.0501(1)(b), Florida Statutes. The registered agent must also file with the Department of State a letter accepting the appointment of the position. The letter must state that the registered agent is familiar with and accepts the obligations of the position, such as understanding they will be the person whom process will be served on if the company is involved in any legal proceedings. Failure for a Florida corporation to meet these requirements exposes itself to sanctions such as being unable to file a lawsuit in Florida as well as a fine of up to $500 per year that the corporation fails to comply.
5. The Name And Address Of Each Incorporator
The articles must include the names and addresses of each of the incorporators of the company. The incorporators are those in charge of setting up the company. The incorporators must have the authority to sign the relevant documentation for formation of the company, as well as ensure that all the documents involved with setting up and registering the company are correct. The incorporator is simply the person who brings the articles of incorporation to the Department of State. The incorporator does not have to be a director or a shareholder of the company. Also note that the incorporator may be a different individual than the promoter, who is the individual that comes up with the idea of the corporation, lines up investors, etc. The distinguishment between those individuals is important because the promoter in acting for the unformed company, may be personally liable for any contracts entered into before the corporation is formed.
May Also Be Included In Florida Articles Of Incorporation
There are several optional provisions the articles of incorporation may include if they wish. Some, but not all of those may be:
- The names and addresses of those who will be the initial directors of the corporation
- The purposes of the corporation. 0301, Florida Statutes permits a corporation to be organized for “any lawful purpose.”
- A limitation of the general powers of a corporation governed by 607.0302, Florida Statutes.
- The par value (nominal value) for any authorized shares or classes of shares.
- The imposition of personal liability on shareholders for any debts of the corporation.
The Florida articles of incorporation may also include provisions that are required in the company’s bylaws, which is a separate document regulating the operations of the company.
Remember, Florida articles of incorporation are simply formation documents. But what should be included, including how you want your company to be structured, requires a lot of thought and consultation. Make sure to follow all of the steps required by the statute, to ensure that your articles of incorporation are sufficient so that you can successfully start your Florida company.