An article of Incorporation in Florida is a legal document that establishes the legality of a business. Aside from the fact that this document is mandatory in Florida, there are times when a company will be expected to provide it, like when seeking a certain business loan or when opening a business checking account.
If a company is involved in a court case, this legal document will be required. In addition, potential investors will always want to verify that you are a genuine business and maybe request to see your articles of incorporation before they make an investment.
This document remains a vital part of the backbone of the company, that is why you need to take great care and also carry out extensive consultation before filing. Preparing and filing your articles of incorporation should be one of the first things when starting your business or nonprofit corporation.
Approval of this document guarantees your corporate name and creates the legal entity of the corporation. Once you get this approval, your corporation can then apply for tax IDs, seek business licenses, sign contracts, and also conduct business.
In the state of Florida, the law mandates any new company looking to incorporate in the state to file articles of incorporation with the Florida Department of State. If you are looking to start or form a new company seeking to incorporate in the state of Florida, you will have to file your articles at https://dos.myflorida.com/sunbiz/start-business.
Articles of incorporation are a public record. Inside the document are details of a company’s legal structure, including its owners and those on its board of directors.
In the state of Florida, a company is expected to operate according to the structure that is outlined in its Articles of Incorporation. If there are any alterations within the corporation, they will have to be updated in the Articles of Incorporation. When alterations are made to the Articles of Incorporation, they will most often have to be voted on.
Steps to Get a Copy of the Articles of Incorporation in Florida
In Florida, there are three ways you can ask for a copy of your company or another company’s Articles of Incorporation: Online, through Mail, or in person. Your request will take at least 7 days to get processed, coupled with additional time for mailing.
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This option is only available to business owners and only when you are forming your business entity. You can still find uncertified copies at any time for free on the FL Division of Corporations’ website by conducting an entity search and downloading the formation documents.
In-person requests are usually processed on the same day, or within 2 days.
If you request certified copies of articles of incorporation, you will have to provide the name of the entity, its document or registration number, type of document (i.e. Articles of Incorporation), date the document was filed, pre-addressed prepaid envelope or prepaid airbill, and a daytime phone number for any questions.
Cost of Requesting a Copy of the Articles of Incorporation in Florida
To request a copy of the articles of incorporation in the state of Florida, you will have to pay:
- $8.75 for Corporation mailed requests
- $8.75 for Corporation in-person requests. Includes the first 8 pages, $1 for each additional page, not to exceed $52.50
- $30 for Limited Liability Companies
- $52.50 for General Partnership, Limited Liability Partnership, Limited Partnership, or Limited Liability Limited Partnership.
Top Components of Articles of Incorporation in Florida
In the state of Florida, the following are expected to be outlined in a company’s articles of incorporation:
Just as it is stipulated in Florida Statutes 607.0202(1) (a), the articles will need to include the name of the company. Florida Statutes 607.4001 further buttresses what is expected in the corporate name. The name is first expected to state that the company will be a corporation, and not a partnership, natural person, or other business entity.
Owing to that, the business name will have to end with: corporation, company, incorporated, or any of their abbreviations. Aside from that, the corporate name will have to be distinguishable from all of the names of previously registered businesses on file with the Florida Department of State.
The article of incorporation is also expected to include the street address of the initial principal office of the company. This address can be the same or different from the mailing address; in addition, it also applies to corporations whose principal address is outside of Florida. If you are a business headquartered in another state and entails forming a business in Florida, you are allowed to use the address of your headquarters.
The Name And Address Of Each Incorporator
An incorporator is a person or group that files the required documents to form a corporation in the state of Florida, it also referred to as the articles of incorporation. This incorporator can be an individual, a group of people, or an entity (such as another business). The individuals can be of any age (bracket).
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 difference between those individuals is important because the promoter tends to serve the unformed company, and may be personally liable for any contracts signed on behalf of the company before the corporation is formed.
In the state of Florida, articles of incorporation are also expected to include the number of shares the corporation is authorized to issue. Have in mind that how those shares can be categorized and allocated is stipulated in Florida Statutes 607.0601. The articles will have to explicitly outline the classes of shares, and how many per class.
This will most definitely vary from one company to another; ideally, certain types of shares can 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.
Aside from that, this section of the articles of incorporation will also include preemptive rights of shares, which explains that those holders of those shares have the first right to buy a proportional interest in any future additional shares the company issues.
The Registered Agent And Registered Office
This is another valid information expected in articles of incorporation. Note that the registered agent’s address and the registered office’s address will have to be the same. The registered agent of a Florida company can either be an individual who resides in the state, another Florida corporation, or a foreign corporation; howbeit, any of those registered agents are expected to provide an address that is the same as the address of the registered office.
According to Florida Statutes 607.0501(1) (b), the registered agent is also expected to file with the Department of State a letter accepting the appointment of the position.
Note that this letter will have to state that the registered agent is conversant with and accepts the obligations of the position, such as comprehending they will be the person whom process will be served if the company is involved in any legal proceedings.
Failure of a Florida corporation to meet these requirements leaves it liable to sanctions such as being unable to file a lawsuit in Florida coupled with a fine of up to $500 per year.
While you can easily request a copy of articles of incorporation from an individual corporation, have it in mind that Florida keeps copies of the documents in its public records collections.
Note that any individual or group looking to register a corporation in Florida will have to file the articles of incorporation with the Division of Corporations, an office of Florida’s Department of State. Florida also grants access to copies of the documents on its website and can help with requests.