Provisions That Must Be Included in Your Florida Articles of Incorporation
Articles of incorporation serve as legal proof your company is established in the State of Florida
Articles of incorporation serve as legal proof your company is established in the State of Florida and provide the state with vital information about your business’s main aspects. They are not the same as corporate bylaws, which govern the corporation and facilitate the establishment of director and officer roles and duties. Articles of incorporation and corporate bylaws work together to form your company’s legal “backbone.”
The Purpose of Articles of Incorporation
When you file articles of incorporation with the State of Florida, you’re letting it know essential information like the purpose of your corporation, the names of each incorporator, your registered agent’s identity, the number of authorized shares, and the amount of common stock.
Drawn up properly, articles of incorporation help ensure your business operates smoothly and protect you from being personally liable for the company’s debts. Additionally, after a company becomes a corporation, it can sell stocks and raise capital more quickly.
What’s Required By Law In Florida Articles Of Incorporation
If you wish to incorporate a new or existing company in Florida, state law mandates you file articles of incorporation with the Florida Department of State, which establishes the company’s formation. If you choose to fill out the articles yourself, the State’s website will walk you through the process, including how to file them.
While you have no legal obligation to retain a business law attorney to incorporate a company, there are benefits to doing so, including making sure you understand your duties and know how to minimize liability exposure. Hiring a business law attorney also reduces the chances of your application being rejected due to various common mistakes.
Whichever route you choose, under Florida Statute 607.0202, you must always include these five provisions in articles of incorporation.
1. The Corporate Name
Section 607.0202(1)(a) requires all articles of incorporation to include the corporate name. Under the statute, the name cannot imply that the company is a partnership, natural person, or another type of business. It should also be unique, meaning it must be distinguishable from the name of any other previously registered entity. Lastly, you should include either “corporation,” “company,” “incorporated,” or any of their abbreviations at the end of the corporate name.
2. Principal Address
The street address of the initial principal office and, if different, the corporation’s mailing address, including ones with their principal address outside of Florida. For instance, companies with offices in multiple states who want to register a corporation in Florida should use the address of their headquarters.
3. Capital Stock
Under Florida law governing the formation of corporations, stock certificates must be issued to the corporation’s initial owners per section 607.0601 of the Florida Business Corporation Act. You must include:
- The number of shares the corporation is authorized to issue.
- The classes of shares, and how many per class.
- Any preemptive rights of shares, which means the holders of those shares are granted first rights to buy a proportional interest in any future additional shares the company issues.
4. The Registered Agent and Office
All companies registered in Florida must have a registered agent who accepts the service of legal process on behalf of the corporation. The registered agent can reside in the state, another Florida corporation, or a foreign corporation, but it must have a physical street address in the state, and it must match the registered office’s address. A corporation is prohibited from acting as its own registered agent.
A corporation’s registered agent must file with the Department of State a letter accepting the position and acknowledging the registered agent is familiar with and accepts the position’s obligations. If a Florida corporation fails to meet these requirements, it exposes itself to sanctions that can include a fine of up to $500 per year of non-compliance and the inability to file a lawsuit in the state.
5. The Name and Address of Each Incorporator
The incorporator is the person who signs and files the articles of incorporation with the state, along with the state-required filing fee. They also attest to the articles’ correctness.
All Florida articles of incorporation must include the name and address of each incorporator, who, incidentally, is not required by law to be a director or shareholder in the business. In most cases, only one incorporator is needed. If the articles of incorporation identify initial directors, the incorporator’s powers cease after the filing of the articles.
Additional Articles of Incorporation Provisions You Can Include
Aside from the state’s mandatory requirements regarding articles of incorporation, you have several optional provisions you can include if you wish. Some of the most frequently added provisions are:
- The names and addresses of the initial corporate directors.
- The corporation’s legal purpose, that is, its core reason for being and its impact.
- Any limitation of general powers as defined in section 607.0302 of the Florida Statutes.
- The par or nominal value of any authorized shares or classes of shares.
- The imposition of personal liability on shareholders of any of the corporation’s debts.
You can also include one or more provisions set out in the company’s bylaws.
Florida Articles of Incorporation Takeaways
It’s helpful to think of articles of incorporation as a corporation’s “birth certificate.” Still, these formation documents require much thought, consideration, and, ideally, legal consultation, which helps ensure you are compliant with Florida’s incorporation requirements.
Munizzi Law Firm provides guidance on all aspects of business law, including advice on the drafting of articles of incorporation, bylaws, and shareholder agreements. Our corporate representation is tailored to your needs and designed to help you make the best decisions during the incorporation process. Contact us today to learn more.