In the state of Florida, any new company that intends to incorporate must file articles of incorporation with the Florida State Department. These will establish the business as its own entity, be it a C-Corp, S-Corp, non-profit, or other corporate structure. Once filed, the application is reviewed by state officials to ensure that all applicable rules, laws, and regulations have been met and the requisite fees have been paid.
Articles of incorporation are critically important and should not be drafted without proper, experienced legal counsel. These papers are legal documentation of the company’s initial formation. They establish the foundational details and facts of the business while sheltering its owners’ personal assets from any debt the company incurs. The articles of incorporation are actually what legally separate the business owner(s) from the business, thereby reducing personal risk.
What Is Included in Articles of Incorporation?
Statutes regarding articles of incorporation in the state of Florida, require certain specific information in order to consider the form complete. These details include:
Corporate Name: It shouldn’t be a surprise that the name of the company must be included in the documentation. There are, however, two naming rules that must be considered as you choose one for your new business. First, the name must be unique to your company. It cannot be identical to any other entity that has previously registered with the Florida Department of State, so a search should be completed prior to finalizing the application.
Secondly, the name must reflect the structure of the business as a corporation, as opposed to a partnership or LLC. To do that, it is required to include one of the following at the end of the business name: incorporated, company, corporation, or the abbreviations of any of those words.
While it does not need to match the business mailing address, the articles of incorporation must include the physical address of the company’s initial principal office. It is also important to note that if an out-of-state company is seeking to register an office in Florida, it would use the address of the headquarters for the principal address, regardless of what state they are in.
Another important data point to include on the articles of incorporation is the number of shares that the corporation has been authorized to issue. The articles are also obligated to identify the various classes of shares to be issued, and the quantity of shares per class. The different types of shares may allow for certain rights for the shareholder, such as voting rights, an entitlement to dissolution rights, and redemption of conversion rights. The preemptive rights of shares (meaning that shareholders will have the first right of refusal to purchase a proportional interest in additional shares that the company may choose to issue in the future in another round of funding) must also be included in this portion of the articles of incorporation.
Agent and Office
Unlike the office address and mailing address of the principal office, above, which do not need to be the same, the physical address and the mailing address of the registered agent must be identical. The registered agent and their address must be listed in the articles of incorporation. According to Florida statutes, the registered agent can be a resident of the state, another corporation registered in the state of Florida, or a foreign corporation.
The registered agent is the individual or company that will serve as the corporation’s point of contact for the state. They will receive any tax or legal documents and government communications from the state department and forward them to the corporation. They will also be the person to whom process is served in any legal proceedings. To be named in the articles of incorporation, they must also file a letter of acceptance of the appointment with the Department of State, indicating that they are fully aware of the role and responsibility.
Incorporator Names and Addresses
The articles of incorporation must include the legal name and addresses of each incorporator. The incorporators must have legal authority to sign the relevant documentation, and it is their responsibility to ensure that all information provided on the articles of incorporation are accurate and complete.
In addition to the information outlined above, articles of incorporation may include the purpose of the corporation, the names and addresses of the directors of the corporation, the nominal value of shares or classes of shares, any limitation to the general powers of the corporation, and more.
Who Can Be An Incorporator?
The incorporator is the person who files the articles of incorporation with the Department of State to formally and legally incorporates a business. According to Florida statutes, an incorporator can be an individual, a group of people, or an entity (such as another business). A company may have one or more incorporators, and they are not necessarily the same people who will ultimately own the business. For example, an attorney could be hired with the specific purpose of incorporating the company.
Do I Need a Lawyer to Incorporate?
You certainly can go it alone, but mistakes made during the formation stage of a company can be costly down the line. When documents, like the articles of incorporation, are legally-binding and critical to the success of your business venture, it would be wise to consult an experienced business law attorney, like our team here at Easler Law.
During the incorporation process, an attorney will help you choose the proper corporate structure for your new business, ensure the corporate name you choose for your business is available, file documentation, assist with the appointment of a registered agent, and ensure that all securities laws and regulations are followed during each stage of the business formation.
We are happy to help you launch your business. Our lawyers are as committed to your success as you are. When you’re ready to incorporate, call Easler – the earlier in the process you bring us is, the more assistance we can provide to ensure you get off on the right foot.