What Is the Difference between Articles of Organization and Articles of Incorporation in Florida?
Articles of organization are filed to form a Florida limited liability company under section 605.0201, Florida Statutes. Articles of incorporation are filed to form a Florida corporation under section 607.0202, and they must state items that LLC articles do not, such as the number of shares the corporation is authorized to issue.
Both documents are filed with the Department of State, and both create a business entity. The difference is the type of entity and the information each statute requires.
Under section 605.0201, articles of organization must state the LLC's name, the street and mailing addresses of the principal office, and the name, Florida street address, and written acceptance of the initial registered agent. The articles may also state whether the company is manager managed and name managers or members. An LLC is formed when the articles become effective and at least one person becomes a member.
Under section 607.0202, articles of incorporation must state the corporate name, the principal office address, the number of shares the corporation is authorized to issue, the registered office and agent with a written acceptance, and the name and address of each incorporator. They may also name initial directors, set a par value for shares, and include provisions on managing the corporation.
Choosing between an LLC and a corporation involves tax, ownership, and management questions that the filing documents themselves do not answer. More detail on corporate filings appears in what articles of incorporation contain.
This post is for informational purposes only and does not constitute legal advice or create an attorney-client relationship. Always consult a licensed attorney in your jurisdiction for advice tailored to your circumstances.
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