How to File Florida Articles of Incorporation

Your Guide to Incorporating in Florida

Florida articles of incorporation are filed to create a corporation. This guide provides instructions and tips when preparing and filing this legal document.

Overview

Preparing and filing your articles of incorporation is the first step in starting your business or nonprofit corporation. Approval of this document secures your corporate name and creates the legal entity of the corporation. Only after this approval can the corporation apply for tax IDs, obtain business licenses, sign contracts, and otherwise conduct business.

Incorporating provides many important benefits:

• Limits the liability of directors, officers, and shareholders
• Fulfills statutory requirements to register your business’s or organization’s name
• Provides governance and adds credibility to the business or organization

How to Incorporate

The Florida Department of State Division of Corporations oversees the process of incorporating. Be sure to locate the correct forms for a profit or nonprofit corporation. The state requires that you include a minimum amount of information on your articles of incorporation; however, other government authorities may have their own requirements. For instance, the IRS requires certain provisions for 501(c)(3) eligibility.

You do not need an attorney to file your articles of incorporation. You can file the articles of incorporation yourself or we can help.

Many people attempt to file their articles of incorporation themselves because the state forms appear to be straightforward, however a vast number of documents filed by non-professionals are rejected due to a variety of common errors. Articles filed by non-professionals also risk missing information required for 501(c)(3) eligibility or being compliant with other regulations. We can’t emphasize enough - take the time to learn the instructions and get your corporation set up correctly the first time. It is a lot easier than fixing mistakes later on.

Florida offers both online or paper filing options. If you use our service, you can order online or by phone. Feel free to contact us for a free initial consultation.

Profit Corporations (Business Corporations)

How to File Articles of Incorporation for a Profit Corporation

Florida offers separate forms for profit and nonprofit corporations. Obtain those that are indicated as articles of incorporation for a profit corporation. Articles of incorporation include the information listed below. Please note that certain information is noted as optional.

1

Name

Corporate names must be distinguishable from all other registered entities in Florida (including LLCs, LPs, and other corporations). Conduct a thorough name availability check before filing your articles of incorporation. Business names must include a corporate suffix such as corporation, incorporated, company, or a similar abbreviation. Florida professional associations must contain the word chartered, professional, or P.A. Certain words cannot be used in corporate names without first obtaining government approval such as words referring to professional licensing.

2

Addresses

Indicate both the principal street address for the business and, if different, the mailing address. The principal street address may not be a P.O. Box.

3

Purpose of the corporation

Declare the purpose for which the corporation is organized. Florida accepts the declaration “Any and all lawful business” so long as the corporation is not a professional association. Professional associations must declare a more specific purpose.

4

Registered agent address

You are required to declare your registered agent on your Florida articles of incorporation. A registered agent is the individual or company that will receive service of process (notice of a lawsuit) and other official legal or government documents for the business. You may use any physical address located in Florida (not a PO Box). You can also use a commercial registered agent, which is a company that serves on your behalf. If you have a home office, are regularly out of the office, or wish to have added privacy of keeping your address off the public record, then using a registered agent service may be in your interest. The registered agent must sign a statement accepting the designation as part of the articles of incorporation. Know that Florida charges a $35 fee should you need to later change your registered agent.

5

Incorporators

Your corporation must have one incorporator. An incorporator is the individual responsible for executing the articles of incorporation. The function of the incorporator usually ends after the documents are filed. The incorporator must provide their name, address, and signature.

6

Shares & Shareholders

Florida Statutes require that the number of shares a profit corporation is authorized to issue must be stated in its Articles of Incorporation. This is not part of the Florida profit articles of incorporation template. The corporation may issue 1 to 1,000,000 shares. It may later change the amount issued by filing an amendment. You are not required to include the value per share (e.g. $1/share) or any information about the shareholdersA shareholder is an individual who owns shares (stock) in the corporation. Owning stock gives the shareholder the right to vote in company matters such as electing the board of directors, determining the amounts and classifications of shares, and authorizing mergers. in your articles of incorporation.

7

Manner of election

Include a statement as to the manner in which the directors of the corporation are elected and appointed.

8

Directors

Directors are the individuals elected by the shareholders to oversee the management of the corporation. The Board of Directors elects corporate officers to run the day-to-day operations and make certain decisions for the corporation. Your corporation must have at least one director. It is optional to include the names, titles, and addresses of the initial directors of the corporation in your articles of incorporation document. Including this information in the articles may be required to apply for a license or open a bank account.

9

Officers

Officers run the day-to-day operations of the corporation and typically include a president, vice president, secretary, and treasurer. One person can hold more than one office. It is optional to include the names, titles, and addresses of the initial officers of the corporation in your articles of incorporation document. Including this information in the articles may be required to apply for a license or open a bank account.

10

Effective date

By default the corporation will become effective on the date the Florida Department of State receives your articles of incorporation. If desired, you may add a separate article to the Florida articles of incorporation template requesting an effective date up to 5 days prior to the date of receipt or up to 90 days in the future.

*

Other Provisions

You may choose to include statements that provide more information about your company. Be aware that any information you include will become part of public record.

• Florida requires corporations to file an annual report and you may declare the name and email address for receiving filing reminders and other correspondence for this filing.
• Additional provisions are often required for statutory close, management, cooperative, or other special types of corporations. Reference the Florida statutes to understand the options available and language required.
• You may choose to include statements that provide more information about your company such as detailing the corporate purpose(s) or a par value for authorized shares.
• Obtaining certain licenses, tax statuses, or other government classifications sometimes requires other provisions listed on your articles of incorporation.

Supplementary Documents a Profit Corporation May File with the Articles of Incorporation

Consent to use of the name

If the name of your business conflicts with another registered name or contains restricted words, you may have to file additional documents with the state.

Professional association

A corporation that is formed to provide a specific professional service that requires a license, such as medicine or law, must have declared their election of professional association (P.A.) status. Research if your licensing board requires any additional provisions in the articles.

How to Elect S-Corporation Status

S-Corporation is not a type of corporation as much as a tax election. By default, your corporation will receive tax treatment as a C-Corporation. Many small businesses elect S-Corporation tax treatment.

• Electing Subchapter S status helps shareholders avoid the double taxation that applies to traditional C-Corporations.
• S-Corps can also help the owners avoid paying the 15.3% Self-Employment Tax (Social Security and Medicare) on distributions.

Corporations must file form IRS-2553 within 75 calendar days of incorporation to be taxed as an S-Corp. Check with your state’s Department of Revenue if they will automatically recognize your federal IRS tax election or if you need to make an additional application or notification.

Nonprofit Corporations

How to File Articles of Incorporation for a Nonprofit Corporation

You can form a Florida nonprofit corporation by filing the articles of incorporation forms intended for a nonprofit. Nonprofit articles must contain the following information:

1

Name

The name of your nonprofit corporation must be distinguishable from all other Florida registered entities (including LLCs, LPs, and other corporations). Conduct a thorough name availability check before filing your articles of incorporation. Business names must include a corporate suffix such as corporation, incorporated, or a similar abbreviation. Florida nonprofits may not use the suffixes company or co. Certain words cannot be used in corporate names without first obtaining government approval such as words referring to professional licensing.

2

Addresses

Indicate both the principal street address for the organization and, if different, the mailing address. The principal street address may not be a P.O. Box.

3

Declaration of purpose

Declare the purpose for which the corporation is organized. The declaration “Any and all lawful business” is not acceptable for nonprofit corporations. Your nonprofit must declare a specific purpose.

4

Registered agent address

You are required to declare your registered agent on your Florida articles of incorporation. A registered agent is the individual or company that will receive service of process (notice of a lawsuit) and other official legal or government documents for the organization. You may use any physical address located in Florida (not a PO Box). You can also use a commercial registered agent, which is a company that serves on your behalf. If you have a home office, are regularly out of the office, or wish to have added privacy of keeping your address off the public record, then using a registered agent service may be in your interest. The registered agent must sign a statement accepting the designation as part of the articles of incorporation. Know that Florida charges a $35 fee should you need to later change your registered agent.

5

Incorporators

Your nonprofit corporation must have one incorporator. An incorporator is the individual responsible for executing the articles of incorporation. The function of the incorporator usually ends after the documents are filed. The incorporator must provide their name, address, and signature.

6

Manner of election

Include a statement as to the manner in which the directors of the corporation are elected and appointed. A typical declaration is “as provided for in the bylaws.” Bylaws are a governing document of your corporation that are not filed with the Department of State.

7

Directors

Directors are the individuals elected to oversee the management of the corporation. Nonprofits typically have self-perpetuating boards, meaning the board of directors itself elects new directors to fill vacancies in the board. The board of directors elects corporate officers to run the day-to-day operations and make certain decisions for the corporation. Florida nonprofit corporations must have at least three directors at all times. It is optional to include the names, titles, and addresses of the initial directors of the corporation in your articles of incorporation document. If you include them, make sure to include at least three. This information is required to open most bank accounts and to obtain workers’ compensation exemption.

8

Officers

Officers run the day-to-day operations of the corporation and typically include a president, vice president, secretary, and treasurer. It is optional to include the names, titles, and addresses of all of the initial officers of the corporation in your articles of incorporation document. Including this information in the articles may be required to apply for a license or open a bank account.

9

Effective date

By default the nonprofit corporation will become effective on the date the Department of State receives your articles of incorporation. If desired, you may add a separate article to the Florida articles of incorporation template requesting an effective date up to 5 days prior to the date of receipt or up to 90 days in the future.

10

Other Provisions

A provision is additional information included in your articles of incorporation. Nonprofits in particular should take time to consider additional statements that should be included in the articles for 501(c)(3), state tax exemption, and other eligibility. Please be aware that any information you provide will become part of public record.

• Florida requires corporations to file an annual report and you may declare the name and email address for receiving filing reminders and other correspondence for this filing.
• You often must also include a statement that the nonprofit does not contemplate pecuniary gain or profit.
• If you are looking to become a 501(c)(3) tax exempt organization, you will need to include statements required by the IRS. These statements are to the effect of the following:
  • The corporation is not for profit
  • It will not engage in prohibited political or legislative activity listed in 501(c)(3)
  • If dissolved, it will distribute its assets in compliance with 501(c)(3)
• Nonprofits that wish to apply for sales tax exemption in one or more states may also wish to research and include the statements required by these agencies. For example, you may need to include a statement prohibiting the use of surplus funds for private inurement to any person in the event of a sale or dissolution of the entity.
• You may choose to include more information about your nonprofit.

Supplementary Documents Filed With Nonprofit Articles of Incorporation

Consent to use of the name

If the name of your organization conflicts with another registered name or contains restricted words, you may have to file additional documents with the state.

Special corporate structure

Consider if you want to elect to be a nonprofit corporate subtype, such as a cooperative corporation. Reference the Florida statutes for options and the language required to execute them.

How to Register for 501(c)(3), Fundraising, and State Tax Exemption

501(c)(3) Federal income tax exemption

Nonprofits may choose to apply for federal income tax exemption. 501(c)(3) recognition also allows donors to make tax deductible contributions The IRS published rev-557, an informational resource on how to obtain tax exempt status for a nonprofit organization. 501(c)(3) is perhaps the most common and well-known tax exemption category for charitable organizations, however the internal revenue code has exemption categories for many other types of nonprofits organizations. Incorporating the nonprofit and obtaining a Federal Tax ID (EIN) are precursors to applying for 501(c)(3) recognition.

State income and sales tax exemption

501(c)(3) recognition provides income tax exemption on federal taxes. Your state’s Department of Revenue may have additional applications or processes for obtaining state income tax exemption for the corporation. Nonprofits can apply to become exempt from paying sales tax and use tax.

State fundraising registration

Some aspects of fundraising are regulated by state government. Nonprofits that solicit funds may need to submit registrations with the Department of State or Revenue in each state where they solicit residents. Be sure to check the procedures for obtaining the authority to solicit, employee solicitors, or otherwise engage in fundraising in each state where you raise funds.

Additional Requirements for Florida Corporations

Florida Does Not Have a Publishing Requirement

In some states, corporations are required to publish notice of their intention to or their filing of the articles of incorporation. This is not the case in Florida.

Register for Federal Taxes, State Taxes, & Licenses/Permits

After you file your articles of incorporation, it will take the state approximately 5-20 days to send back your filed articles. For an additional fee, you may request a certified copy of your filed articles or a certificate of good standing for your corporate records. After your articles are approved, you will apply for a Federal Employer Identification Number (EIN), a unique nine-digit number assigned by the IRS to identify your business. State tax registration requirements vary, but the most common registrations are for sales tax and employer taxes. You may also need to get local licenses or permits.

Hold an Organization Meeting & Establish Records

Once the registration process is complete, you should hold an organizational meeting of the incorporators and take minutes of that meeting. At that time, you will ratify corporate bylaws, adopt a shareholders agreement, issue stock certificates and complete a stock ledger, elect directors and officers, and resolve to take other such actions.

Ongoing Compliance Requirements

Ongoing requirements include annual meetings with minutes, special meetings to make important business decisions, maintaining a registered office, amending your articles of incorporation as needed, and more. For more information on business compliance action items, please consult your Harbor Compliance representative.