Brandon wanted to start a new business. After reviewing different kinds of business entities, he decided to form a corporation. But when he began completing the required paperwork, Brandon became concerned. He didn’t fully understand the legal implications of some of the documents, especially the Articles of Incorporation. In cases like this, we strongly urge people to talk with a Florida business lawyer before proceeding. However, the following article can provide some basic information in the meantime.
Forming a Corporation in Florida
It’s critical to start by choosing the proper structure, as Brandon did. Generally, you need to consider ease of formation, management, taxation, and liability when considering which business structure to use and any industry-related criteria.
Then you will need to determine if the name you want is available. You can do so by running a free search at the Florida Division of Corporations website. Also, your corporation’s name must include one of the following:
- Corporation,
- Corp.,
- Incorporated,
- Inc.,
- Company, or
- Co.
Florida requires that new corporations file forms containing the following information:
- Principal place of business,
- Mailing address,
- Registered agent name and address,
- Registered agent’s signature, and
- Corporate purpose (for-profits are required to do this, but not non-profits).
Names and addresses of the corporation’s officers and/or directors can also be added.
And you must submit one specific document.
Articles of Incorporation – The Most Essential Document
Most states require that corporations file Articles of Incorporation, sometimes called a corporate charter or certification of formation. In fact, this document typically is the “highest governing document in a corporation.”
Articles of Incorporation typically include the following information:
- Name and purpose of the corporation,
- What type of corporate structure the corporation operates as (including profit, nonprofit, professional corporation),
- The number of stock to be issued,
- The type of stock to be issued,
- How to elect a board of directors or officers, and
- Who can accept service on behalf of the corporation,
Articles usually become public record as soon as they are approved.
Bylaws are another essential business document for corporations. The bylaws specifically outline how the corporation will operate. Together, the Articles and bylaws provide a kind of legal backbone for the corporation.
According to sunbiz.org, it’s crucial to submit a correct Articles of Incorporation. “Once submitted, the Articles of Incorporation cannot be changed, removed, canceled, or refunded.” While it is possible to amend your Articles, it’s best to get the document right the first time.
We Can Help with Your Articles of Incorporation
As with any business transaction, it’s in your best interest to have your legal documents reviewed by a business attorney. But your business lawyer can do even more by providing advice from the start of your decision-making process.
Attorney Richard Sierra at the Florida Small Business Center assists clients like you with business and litigation matters. As always, Our Goal Is to Help You Succeed™. For an appointment, you may call us at 1-866-842-5202 or use the contact form on our website. We represent clients throughout the State of Florida, including Coral Springs, Coconut Creek, Boca Raton, Delray Beach, Pompano Beach, Sunrise, Fort Lauderdale, Miami, West Palm Beach, Jupiter, Deerfield Beach, Stuart, Port St. Lucie, Orlando, Naples, Fort Myers, Sarasota, Tampa, and surrounding communities.