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What Items Need to Be Included in Your Articles of Incorporation?

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When you wish to incorporate your business in the State of Florida, you will be required to file articles of incorporation. This is a document that establishes how your company is formed. While an attorney is not required to do these articles of incorporation for you, an experienced business planning attorney can make sure that you don’t miss any important information when creating the articles. These articles will be the backbone of your business and you don’t want them to be inadequate to protect you if the need arises. So, what exactly has to be included in the articles of incorporation according to Florida law?

  • Corporate Name – While this one may seem obvious, naming your business may be one of the most difficult decisions you face. Not only does Florida require a name, but there are certain things required of the name. The name must clearly state that the company will be a corporation and not a sole person, partnership, or other type of business. This means the name must include company, incorporated, corporation, or any of their abbreviations at the end of the name. The name must also be distinguishable from other registered corporate names.
  • Principal Address – You must include the street address of the office location in the articles. This address may be different than the mailing address. If you are a company that has headquarters in another state, but wishes to register in Florida, you will use the address of your headquarters.
  • Capital Stock – The articles must include the number of shares that the corporation can issue. Statutes govern how the shares can be allocated and categorized and the articles must prescribe the classes and how many shares are in each class. The company may determine how the shares are authorized and preemptive rights of shares must be included in the articles as well.
  • Registered Office and Registered Agent – The registered office and registered agent’s office address must be the same. The agent of a Florida company can be an individual that resides in the state, a foreign corporation, or a Florida corporation, however, the agents registered have to have an address that is the same as the office. The registered agent is also required to file a letter that shows they accept appointment to the position. The letter must show that the agent is familiar with their obligations and accepts them. Failure to meet these requirements can result in monetary penalties.
  • The Addresses and Names of All Incorporators – All of the incorporators of the company must be included in the articles and they must have the authority to sign any formation documents as well as ensure those documents are correct. The incorporator will be the one who brings the articles to the state for filing. They don’t have to be a shareholder or director of the company.

Contact an Experienced Florida Business Planning Attorney

Attorney David Toback has years of experience dedicated to helping his clients ensure that their businesses get off to a good start and meet all the requirements of the state of Florida. Contact the office of Tampa business transaction & formation attorney David Toback today to schedule a consultation.

Resource:

leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&URL=0600-0699/0607/0607.html

https://www.davidtobacklaw.com/is-an-llc-an-option-for-protecting-your-assets/

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