If you intend on structuring your business as a corporation, then you’ll need to file articles of incorporation with the Florida Department of State. But what are articles of incorporation exactly, and what does creating them involve? And most importantly, do you need an attorney to assist you through the process? Let’s consider some of the most frequently asked questions relating to articles of incorporation to get a sense of what you’ll need to do to complete this first step in creating a corporation.
What Are Articles Of Incorporation?
Quite simply, articles of incorporation are the legal documents which you need to create a corporation, that is, to bring it into legal existence. Filing articles of incorporation with the Florida Department of State is akin to the ‘birth’ of the corporation as this creates a new legal entity. This means that if you are considering starting your own business and decide that the corporation business structure is most suitable to your needs, you will at some point in the process need to file articles of incorporation.
When And Where Do You Get Them?
The Florida Division of Corporations and Florida Department of State provide sample templates and forms which you can use to complete your articles of incorporation. Be sure to follow the template for profit or no-profit corporations, depending on the type of business which you want to create. You can obtain articles of incorporation at any time, but logically you’ll want to get them as soon as you decide to form a corporation as you won’t be able to operate your business with the benefits of limited liability which a corporation brings until your corporation is formally brought into existence.
What Information Needs To Be Included?
There is certain information which is mandatory for all incorporators to include in the articles, and others which depend on the particular structure of the corporation. Mandatory information which must appear in all articles includes:
The Name Of The Corporation
Be sure to check on the Department of State’s web database to see whether your desired corporation name is available. Remember, you will need to include the words ‘corporation’, ‘incorporated’, ‘Corp.’ or ‘Inc.’ after your corporation’s name to indicate its structure.
The Street Address Of The Principal Place Of Business
This is an important piece of information as it will be the place where your corporation receives all legal documents, for example, documents relating to the institution of legal proceedings.
The Corporate Purpose
This sounds like a rather vague requirement, which thankfully does not need to be met with much specificity. The online template, for example, allows you to state the corporate purpose as ‘for any and all lawful business’. It is best to keep your corporate purpose broad and vague to allow for flexibility.
Information Regarding The Corporation’s Stock Structure
You will need to decide what types of stock you want your corporation to have. Different stock types are called ‘classes’, and each class may have particular limitations advantages, for example, voting rights or preferences on dividends. You will need to indicate the designation of each class, and how many shares are issued for, and the preferences, rights and limitations attaching to, each class.
The Registered Agent
The registered agent is the person who is empowered to accept legal documents on behalf of the corporation. It is a good idea to appoint an attorney as your registered agent. The registered agent’s address must be included, and must be the same as the registered office’s address.
The Names And Address Of The Incorporators
The incorporators are the persons who sign and file the articles of incorporation. They are obligated to hold a meeting soon after filing to appoint the corporation’s first directors (unless they themselves are named as the first directors in the articles).
What Do You Do With Them?
Once you have completed the articles of incorporation and are happy with all your decisions relating thereto, you will need to file the articles with the Florida Department of State and pay the filing fee, which is about $70. This includes the cost of designating a registered agent for your corporation. The Florida Department of State will also charge you an extra fee if you wish to have certified copies of your articles of incorporation made, which is worthwhile as you will definitely need these at some point in the future. The originals remain with the department for safekeeping. Note that copies of the articles of incorporation of all corporations are made available in public records.
Is A Lawyer Necessary?
While you can easily complete the articles of incorporation yourself, it is advisable that you seek the assistance of a lawyer. You will likely do this anyway if you approach an attorney to be your corporation’s registered agent. Your attorney will be able to advise you on any additional clauses worth including in your articles, as well as help you decide on a stock structure if you are uncertain about this decision. Call the offices of Gary I. Handin, P.A., for an expert business law attorney who will help you successfully file your articles of incorporation in no time!