How to File Florida Articles of Incorporation


Steve Goldstein
Steve Goldstein
Business Formation Expert
Steve Goldstein runs LLCBuddy, helping entrepreneurs set up their LLCs easily. He offers clear guides, articles, and FAQs to simplify the process. His team keeps everything accurate and current, focusing on state rules, registered agents, and compliance. Steve’s passion for helping businesses grow makes LLCBuddy a go-to resource for starting and managing an LLC.

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File Florida Articles of Incorporation

Incorporating a business is essential for entrepreneurs looking to establish their venture as a separate legal entity. By filing Articles of Incorporation, business owners in Florida can enjoy myriad benefits, such as limited liability, tax advantages, and increased credibility. However, the incorporation process may seem daunting for many, especially those not well-versed in the legal intricacies of their state. This article is a comprehensive guide on how to file Florida Articles of Incorporation, taking you through the necessary steps and requirements to establish your corporation successfully.

Whether you are a startup founder or a seasoned business owner, understanding the process of filing Articles of Incorporation in Florida, popularly known as The Sunshine State, is crucial for the seamless formation of your corporation. The following sections will outline the paperwork, fees, and registration procedures specific to Florida, along with tips on navigating potential roadblocks and ensuring your application is approved. Let’s dive in and explore the ins and outs of incorporating your business in Florida.

What is Articles of Incorporation in Florida?

The Articles of Incorporation is a legal document required to file with the state government to legalize the creation of your corporation. In other words, filing these documents with the Florida Secretary of State ensures the formation of the corporation in Florida officially. The Articles of Incorporation is similar to filing the Florida LLC Articles of Organization while filing an LLC in Florida.

Florida, also known as The Sunshine State, has some rules when it comes to file the Articles of Incorporation. We shared the step-by-step process here to file the incorporation document with the Florida SOS. Checking with the SOS is recommended for more information.

It is always wise to consult a legal professional before you file your company under the Florida SOS. FIling process can be easy, but it is sensitive. If you miss anything, it can totally stope the filing process.

– LLCBuddy Editorial Team

How to File Florida Articles of Incorporation

You can file the Articles of Incorporation in several ways based on the state you are willing to start your corporation. In Florida, you can file it in two ways, online and by mail. The details are similar to the details you need when forming an LLC. Here are the details you must submit while filing the documents-

Step 1: Get the Form and Enter the Details

The first step is to get the Articles of Incorporation form from the Florida Secretary of State. You will get both offline and online forms on the site, as available. You must pay the $35 for filing in-person and by mail when submitting the form. Following are the details you must add to your incorporation form-

Name of the Entity

The first thing you need to do is submit your company’s name. Make sure to mention the exact name of the company that you decided on. Like the LLC naming guidelines, you must also follow the Florida corporation naming requirements too. There are a few points to note when you name your company. They are,

  • You cannot have a name used by other companies or businesses.
  • You cannot have any name that is misleading or the same as government organizations.
  • Banks, Insurance, Insurer, or any such names cannot be used as they reflect the financial organization.
  • You must add terms like corporation, limited, company, incorporated, or incorporation. You can also add abbreviations like co., ltd., inc., and corp instead of the above terms.

Address of the Corporation

The next section of the form is to provide your main address. It is necessary to have a physical street address in Florida. For those running an online business, you must provide any address in the state (including your home address) where you will receive all the business and legal documents and mail. While sharing your address, make sure not to use abbreviations, such as N.Y. for New York or L.A. for Los Angeles.

Florida Registered Agent

The next point is to provide information about the Registered Agent. The Florida Registered Agent is an individual or business entity that is responsible for receiving all the legal and official documents on behalf of the company. They must be aged above 18 years and have eligibility to conduct business in the state. The Registered Agent should be legit and experienced because, in case of any lawsuit, you need an expert to handle your issues. In most cases, the Registered Agent’s official address is the company’s official mailing address. If you form an LLC, hiring a registered agent is the most crucial step in the process.

Shares and Stocks

The next important information you must provide is about the stocks and shares. While filing the Articles of Incorporation, you must mention a minimum of one share. In Florida, to start a corporation, you need at least Three director(s) initially. When filing the incorporation documents, you must provide the share of directors in the corporation. It decides the ownership of the company.

If you amend Florida Articles of Incorporation in the future, you will not be able to change the initial directors. You might need an additional form to change the initial directors’ details. You must check with the Florida SOS while filing the Articles of Incorporation amendment.

Additional Documents

You might need additional documents to submit along with the incorporation documents. In Florida, you can attach a cover letter with the documents as an additional document. if you are willing to start a foreign corporation in Florida, then you must add one document along with the Articles of Incorporation. Foreign corporations in Florida must submit the Florida Certificate of Good Standing along with the incorporation documents.

Signature

Finally, the signature of the directors and shareholders are required on the form. You can have more than one share and director. All your initial directors must submit their official signature while filing the corporation in Florida. Get their signatures to file the Articles of Incorporation.

Step 2: Submit the Articles of Incorporation in Florida

Once you are done filling up the form, now it is time for you to submit it. The form can be submitted in two ways, online and by mail. Checking with a legal professional or a formation service while filing your corporation is recommended. It is sensitive, and one mistake can stop the entire filing process immediately.

  • Online filing: Get the online form from Secretary of State, fill it up, and submit. Don’t refresh the page during the process. It will erase everything.
  • Offline filing: Send the form by mail to New Filing Section, Division of Corporations, P.O. Box 6327, Tallahassee, FL 32314

Cost of Filing the Articles of Incorporation in Florida

The cost of filing the Articles of Incorporation in Florida is an important aspect to consider when starting a new business. This one-time fee is necessary for officially registering your corporation with the Secretary of State and can vary depending on the specific requirements and regulations of Florida. In some cases, additional fees may be required for expedited processing or other optional services. It is crucial for entrepreneurs to budget for this expense and research the specific costs associated with their Florida in order to ensure a smooth and successful incorporation process. To file the Articles of Incorporation in Florida, you must pay a filing fee. The filing fee is $35 for filing in-person and by mail.

FAQs

What is an Article of Incorporation?
An Article of Incorporation is a document filed with the Florida Department of State to create a legal corporation in the state. It is also known as a Certificate of Incorporation.
How do I file Articles of Incorporation in Florida?
To file Articles of Incorporation in Florida, you must submit the document to the Division of Corporations at Florida Department of State. This can be done online, in person, or by mail.
What information is needed to file Florida Articles of Incorporation?
To file Florida Articles of Incorporation, you will need to provide the following information
Is there a filing fee to file Florida Articles of Incorporation?
Yes, there is a filing fee of $70 to file Florida Articles of Incorporation.
How long does it take to file Articles of Incorporation in Florida?
The processing time for filing Articles of Incorporation in Florida is 1-3 business days.
What happens after I file Articles of Incorporation in Florida?
Once your Articles of Incorporation are filed in Florida, the state will review and accept the document. You will then receive a certificate of incorporation and a confirmation letter from the Division of Corporations.
What is a registered agent in Florida?
A registered agent is an individual or business entity that is designated to receive legal notices on behalf of the corporation. In Florida, the registered agent must have a physical address located in the state.
How do I select a registered agent in Florida?
You can select a registered agent in Florida by searching for an individual or business entity that meets the requirements set forth by the state.
What are the responsibilities of a registered agent in Florida?
The responsibilities of a registered agent in Florida include accepting legal notices and documents on behalf of the corporation, keeping detailed records, and being available during business hours.
Is it mandatory to have a registered agent in Florida?
Yes, it is mandatory to have a registered agent in Florida.
Can I be my own registered agent in Florida?
Yes, you can be your own registered agent in Florida, as long as you meet the requirements set forth by the state.
What is a principal place of business in Florida?
A principal place of business in Florida is the physical address of the corporation’s main office. This address must be located in the state.
What is an incorporator in Florida?
An incorporator in Florida is the individual who signs and submits the Articles of Incorporation to the Division of Corporations.
What is the process of amending Florida Articles of Incorporation?
To amend Florida Articles of Incorporation, you must submit a completed Amendment to the Articles of Incorporation form to the Division of Corporations. This can be done online, in person, or by mail.
How do I dissolve a corporation in Florida?
To dissolve a corporation in Florida, you must submit a Certificate of Dissolution to the Division of Corporations. This can be done online, in person, or by mail.
Is there a filing fee to dissolve a corporation in Florida?
Yes, there is a filing fee of $35 to dissolve a corporation in Florida.
Can a corporation in Florida be dissolved without filing a Certificate of Dissolution?
No, a corporation in Florida cannot be dissolved without filing a Certificate of Dissolution.
Are there any other documents or forms I need to file in Florida?
Depending on your business operations, you may need to file additional documents or forms in Florida. These could include foreign qualification, annual report, and name reservation forms.
Does Florida require a corporation to hold annual meetings?
Yes, Florida requires corporations to hold annual meetings of shareholders and directors.
What are the reporting requirements in Florida?
In Florida, corporations must file an annual report with the Division of Corporations. This must be done within the first three months of the corporation’s tax year.
Is it possible to file Florida Articles of Incorporation online?
Yes, it is possible to file Florida Articles of Incorporation online. The document must be submitted to the Division of Corporations at Florida Department of State.
Is there a minimum number of shareholders required to form a corporation in Florida?
No, there is no minimum number of shareholders required to form a corporation in Florida.
Is there a minimum number of directors required to form a corporation in Florida?
No, there is no minimum number of directors required to form a corporation in Florida.
Does Florida have a corporate income tax?
Yes, Florida has a corporate income tax. The rate is 5.5%.
Does Florida require corporations to keep records?
Yes, Florida requires corporations to keep records of all corporate activities, including financial records and minutes of meetings.
Can I change the name of a corporation in Florida?
Yes, you can change the name of a corporation in Florida by submitting a Name Reservation form to the Division of Corporations.
Can a corporation in Florida be sued?
Yes, a corporation in Florida can be sued. The corporation can be held legally liable for its actions.
Is it necessary to file an annual report in Florida?
Yes, it is necessary to file an annual report in Florida with the Division of Corporations. This must be done within the first three months of the corporation’s tax year.
Does Florida require corporations to obtain a business license?
Yes, corporations in Florida may need to obtain a business license depending on the type of business activities they are involved in.
Where do I file my Florida Articles of Incorporation?
Florida Articles of Incorporation must be filed with the Florida Department of State, Division of Corporations.
How much does it cost to file Florida Articles of Incorporation?
The filing fee for Florida Articles of Incorporation is $70.
How long does it take to form a corporation in Florida?
Generally, the formation of a corporation in Florida can take up to 7-10 business days.
What information is required to file Florida Articles of Incorporation?
The required information for filing Florida Articles of Incorporation includes the name of the corporation, its purpose, the number and type of shares it can issue, its principal address and the names and addresses of its incorporators.

Also Read

Why Florida Articles of Incorporation is So Important

One of the primary reasons why the Florida Articles of Incorporation is so important is that it establishes the legal existence of your business entity. By filing this document with the state, you are creating a separate and distinct legal entity that is separate from its owners. This separation is critical because it shields personal assets from business debts and liabilities, protecting the individual owners from personal financial responsibility for the company’s obligations. Without this legal separation, business owners would be personally liable for any debts or lawsuits incurred by the business, putting their personal assets at risk.

Furthermore, the Articles of Incorporation outline the basic structure of the business, including the name of the company, the purpose of the business, the number of shares of stock that can be issued, and the names and addresses of the initial directors and officers. This document essentially sets the framework for how the business will operate and establishes the rules and guidelines that govern the company’s internal affairs. Having a clear and comprehensive Articles of Incorporation can help prevent misunderstandings and conflicts among the owners, as well as provide a roadmap for decision-making and governance within the company.

In addition to creating a legal entity and outlining the structure of the business, the Articles of Incorporation also play a significant role in enabling the company to conduct business. Once the document is filed and approved by the state, the business can obtain a tax identification number, open a bank account, enter into contracts, and engage in other activities necessary for operations. Without this official recognition from the state, the business would not be able to legally transact business, limiting its growth and viability.

Moreover, having a properly drafted Articles of Incorporation can enhance the credibility and legitimacy of your business in the eyes of potential customers, investors, and partners. By officially registering your business with the state and following the necessary legal formalities, you demonstrate a commitment to compliance and professionalism, which can instill confidence in stakeholders and contribute to the overall success of the company.

In conclusion, while the process of drafting and filing the Florida Articles of Incorporation may not be the most glamorous task for a business owner, it is undeniably one of the most critical steps when forming a corporation or LLC. This document serves as the foundation upon which your business is built, providing legal recognition, protection, and structure that are essential for the long-term success and sustainability of the company. So before you rush through this important step, take the time to carefully craft your Articles of Incorporation and ensure that you are laying a solid groundwork for your business to thrive.

Conclusion

In conclusion, the process of filing Florida Articles of Incorporation is a crucial step for businesses looking to establish their presence in the state. This legal document serves as the foundation of the company’s structure and outlines essential information, such as the company’s name, purpose, and management team. To ensure a smooth and successful filing process, it is vital for business owners to familiarize themselves with the State of Florida’s requirements, adhere to the applicable laws and regulations, and provide accurate and complete information in the Articles of Incorporation.

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