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Instructions for Filing a Florida Profit Corporation
Online or by Mail
Below are instructions for the formation of a Florida Profit Corporation pursuant to s. 607.0202, Florida Statutes. These instructions are for the minimum requirements to form a profit corporation. They apply whether you file electronically online or mail your articles to the Division for processing. A form for basic Articles of Incorporation is available or you can choose to file electronically online. Either choice is available at www.sunbiz.org
If you are filing online, carefully review each data entry screen before you submit it for filing. Your document is created from the information YOU enter. If you make a mistake and fail to correct it prior to submission and processing, you will be required to file an amendment. The charge for an amendment is $35.00. You should also print the page containing the tracking number and retain it for your records.
Note: The forms offered for articles of incorporation and the electronic filing questions are basic and are the minimum requirements necessary to form a corporation. Each corporation is a separate entity and, as such, has specific goals, needs, and requirements. Additional information may be inserted if you mail your articles for filing. If you file online, only the minimum information can be added. The Division of Corporations recommends that all documents be reviewed by legal counsel. The Division is a filing office only and does not render any legal, accounting, or tax advice. The professional advice of an attorney to ascertain exact compliance with all statutory requirements is strongly recommended.
Corporation Name
The name of the corporation must be distinguishable from all other entities or filings (except fictitious names) organized or registered and on file with the Division of Corporations. The corporate name must include "corporation", "company", "Incorporated", "Corp.", "Inc.", or "Co." Final name approval is determined by the Division of Corporations. A name should not be used or assumed approved until acknowledgement is received from the Division of Corporations.
Effective Date:
An effective date may be requested. The effective date can be 5 days prior to the date of submission or up to 90 days after the date of receipt.
Stock Shares:
Enter the number of shares of stock the corporation is authorized to issue. Must be at least one. Contact a CPA or Corporate Attorney for explanation of stock shares if you are unsure of what number to enter.
Registered Agent Name and Address:
A Registered Agent is the person or business responsible for accepting service of process on behalf of your business. Enter an individual's name or the name of any business entity registered with the Division of Corporations, but not both, to serve as Registered Agent on behalf of your corporation.
Enter the Florida street address of the Registered Agent. A post office box address or address outside of Florida is not acceptable. The corporation being formed cannot serve as its own registered agent but an officer or director may be listed to accept service of process on behalf of the business.
Registered Agent Signature:
The Registered Agent must sign the document in the space provided. If filing online, the Registered Agent must "type" his/her electronic signature in the space provided. If someone other than the Registered Agent "types" the Registered Agent signature, that person must have permission to do so or it constitutes forgery under s.831.06, Florida Statutes.
Incorporator's Signature:
The original signature of the incorporator is required if you are mailing articles of incorporation for filing. If you are filing online, the "typed" name of the incorporator is entered in the signature space. A typed signature on behalf of another must be with that person's full knowledge and permission, otherwise it constitutes forgery under s.831.06, Florida Statutes.
Corporate Purpose:
If filing online a profit corporation can list either a specific purpose (240 characters or less) or check the box for "any and all lawful business". If 240 characters is not enough space for your statement of purpose, you cannot file online. You must mail your articles to the Division of Corporations for processing.
If you are filing a profit professional corporation (P.A.), you must list a specific purpose describing the function of the proposed corporation. A professional corporation requires shareholders to be of the same licensed profession. Example: medical doctor, lawyer, certified public accountant, ophthalmologist, etc.
Officer/Director:
Listing Officer and Directors is optional, but we recommend that you enter the information, if known. Officers and Directors may be required to open a bank account or to get Workers� Comp. Exemption. Call your local Bank or Workers Comp. Office for their requirements.
Fill in last name, first name, middle initial.
Entity name:
Leave this field blank unless a different Business Entity is an officer of the corporation. An "officer" can be a person or business entity. A "director" can not be a business entity.
Certificate of Status:
A Certificate of Status certifies the corporation is in good standing. A copy of the articles is not sent with the Certificate of Status when returned by mail or by email, if filed online. However, a copy of the document can be downloaded from www.sunbiz.org after the filing process is completed. The fee is $8.75 for each Certificate of Status.
Certified Copy:
A Certified Copy certifies the articles of incorporation as true and correct. A copy of the articles will accompany the certificate and will be sent to you by mail or email, if filed online. Most banks require a certified copy to open a bank account. The fee is $8.75 for each Certified Copy.
Correspondence Name and Email Address:
If you file your document online, please enter a valid email address. The filing information and any certification will be sent by email. If your email address is entered incorrectly, you will not receive acknowledgement of your filing. If you use a SPAM blocker, it may prevent receipt of your acknowledgment by email. If you request and pay for a Certificate of Status or a Certified Copy or both, it will be an attachment to the email response. Do not delete the email by mistake. If you submit your document by mail, the acknowledgment and any requested certification will be sent to the address of the remitter.
Annual Report
Every corporation is required to file an annual report each year to maintain "active" status. If the corporation fails to file its annual report, it will be administratively dissolved or its authority to transact business will be revoked. The first annual report is due January 1st of the calendar year following the year of formation. If a corporation is created late in the calendar year and it doesn't expect to commence business until after January 1st of the next calendar year, it can add an effective date.
If the effective date is in the next calendar year it will delay the requirement to file an annual report until the following year. Example: The corporation is formed December 1, 2007. If it adds an effective date in its articles of January 10, 2008, the first annual report will not be due until January 1, 2009. If the effective date is not added, the first annual report would be due January 1, 2008.
GENERAL:
NOTE: THIS IS A BASIC FORM MEETING MINIMUM REQUIREMENTS FOR FILING ARTICLES OF INCORPORATION.
The Division of Corporations strongly recommends that corporate documents be reviewed by your legal counsel. The Division is a filing agency and as such does not render any legal, accounting, or tax advice.
Bylaws of a corporation are not filed with the Division of Corporations. If sent to us, they will be returned.
This office does not provide you with corporate seals, minute books, or stock certificates. It is the responsibility of the corporation to secure these items once the corporation has been filed with this office.
Questions concerning S Corporations should be directed to the Internal Revenue Service by telephoning 1-800-829-1040. This is an IRS designation which is not determined by this office.
A preliminary search for name availability can be made on the Internet through the Division's records at www.sunbiz.org. Preliminary name searches and name reservations are no longer available from the Division of Corporations. You are responsible for any name infringement that may result from your corporate name selection. A name should not be used or assumed approved until acknowledgment is received from the Division of Corporations.
| Fee: | |
|---|---|
| Articles of Incorporation | $35.00 |
| Registered Agent Designation | $35.00 |
| Minimum Due | $70.00 |
| Certified Copy (optional) | $8.75 |
| Certificate of Status (optional) | $8.75 |