Instructions for Articles of Incorporation (FL Profit)
Filing Online or By Mail
- These instructions are for incorporating a Florida Profit Corporation pursuant to s.607.0202, F.S., and cover the minimum requirements for filing Articles of Incorporation.
- Your Articles of Incorporation may need to include additional items that specifically apply to your situation. The Division of Corporations strongly recommends that legal counsel reviews all documents prior to submission.
- The Division of Corporations is a ministerial filing agency. We cannot provide any legal, accounting, or tax advice.
- The name must be distinguishable on the records of the Department of State.
- You should do a preliminary search by name before submitting your document.
- The name must include:
- Corporation, Company, Incorporated, Corp., Inc. or Co.; OR
- Chartered, Professional Association or P.A. if forming a professional association.
- Do not use or assume the name is approved until you receive your filing acknowledgement from the Division of Corporations.
Principal Place of Business Address
The street address of the corporation’s principal office.
The corporation’s mailing address, if different from the principal address. (P.O. Box is acceptable.)
Registered Agent Name and Address
- The individual or legal entity that will accept service of process on behalf of the business entity is the registered agent.
- A business entity with an active Florida filing or registration may serve as a registered agent.
- An entity cannot serve as its own registered agent. However, an individual or principal associated with the business may serve as the registered agent.
- The registered agent must have a physical street address in Florida.
- Do not list a P. O. Box address.
Registered Agent’s Signature
- The application must be signed by the registered agent.
- The signature confirms the agent is familiar with and accepts the obligations of s.607.0505, F.S.
- If a business entity is designated as the Agent, a principal (individual) of that entity must sign to accept the obligations.
- If filing online:
- A Professional Association (which is formed under both Chapter 607 and Chapter 621, F.S.) must enter a single specific professional purpose. Example: the practice of law, accounting services, practicing medicine, etc.
- Non-professional corporations are not required to list a purpose, but may do so. (“Any and all lawful business” is acceptable.)
- The names and street addresses of the officers and/or directors are optional.
- If individuals are listed, enter as Last Name, First Name, Middle Initial.
- Leave the “Entity Name” field blank unless a different business entity is serving as an officer of the corporation.
- An "officer" can be a person or business entity.
- A "director" cannot be a business entity.
- NOTE: If you are applying for workers’ comp exemption or opening a bank account, Florida’s Division of Workers’ Compensation and your financial institution may require this information to be designated in the Department of State’s records.
- A corporation’s existence begins on the date the Division of Corporations receives and files your Articles, unless your Articles of Incorporation specify an acceptable alternate “effective” date.
- Corporations can specify an effective date that is no more than five business days prior to, or 90 days after, the date the document is received by our office.
- If you are incorporating between October 1 and December 31st, but don’t expect to transact business until the next calendar year, avoid filing an annual report form for the upcoming calendar year by listing an effective date of January 1st.
- By specifying January 1st as the effective date, your corporation’s existence will not officially begin until January 1st of the following calendar year, even though your entity is already on the Division’s records.
- The January 1st effective date will allow you to postpone your corporation’s requirement to file an annual report form for one calendar year.
- Enter the number of stock shares your corporation will be authorized to issue.
- There must be at least one.
- Contact a CPA or Corporate Attorney if you have more questions about stock shares.
- Must be signed by at least one person acting as the incorporator.
- If filing online: The incorporator must type their name in the signature block. Electronic signatures have the same legal effect as original signatures.
Correspondence Name and Email
- Please provide a valid email address.
- If filing online: The filing acknowledgement and certification (if any) will be emailed to this address.
- All future email communications will be sent to this address.
- Keep your email address up-to-date.
Certificate of Status
- You may request a certificate of status.
- This item is not required.
- A certificate of status certifies the status and existence of the corporation and verifies the corporation has paid all fees due this office through a certain date.
- Fee: $8.75 each
- You may request a certified copy of your Articles of Incorporation.
- This item is not required.
- A certified copy will include a filed stamped copy of your Articles of Incorporation and will verify that the copy is a true and correct copy of the document in our records.
- Fee: $8.75 each
- Every corporation is required to file an annual report to maintain an “active” status in our records.
- If the corporation fails to file the report, it will be administratively dissolved.
- The filing period for annual reports is January 1st to May 1st of the calendar year following the corporation’s date of filing or, if listed, its effective date.
- The annual report is not a financial statement.
- The report is used to confirm or update the entity’s information on our records.