Florida Articles of Incorporation
Florida articles of incorporation form a corporation by filing with the Division of Corporations (Sunbiz) for $70, setting the name, registered agent, and shares. Attorney review available.
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Introduction
Florida runs its business filings through an online portal called Sunbiz, and filing articles of incorporation there with the Department of State, Division of Corporations, creates a corporation as a separate legal entity. Filing brings the corporation into existence so it can own property, sign contracts, and give its owners limited liability for the corporation debts. Florida law requires the articles to set forth the corporation name, the street address of the initial principal office and a mailing address if different, the number of shares the corporation is authorized to issue, the name and Florida street address of the initial registered agent with the agent written acceptance, and the name and address of each incorporator (Fla. Stat. 607.0202). The filing fee is $35 for the articles plus a $35 registered agent designation fee, for a total of $70. Florida does not charge a franchise tax or an annual entity tax to keep the corporation in existence; the only recurring state filing is the Annual Report. Every Florida for-profit corporation must file an Annual Report between January 1 and May 1 each year, with a $150 fee; filing after May 1 adds a $400 late fee (Fla. Stat. 607.1622). DocDraft builds your Florida articles of incorporation from your facts, with attorney review available before you file.
Key Things to Know
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Florida charges $35 to file the articles plus a separate $35 registered agent designation fee, and paying that $70 total to the Division of Corporations creates a corporation as a separate legal entity that can own property, sign contracts, and give its owners limited liability.
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You file the articles with the Florida Division of Corporations. The fee is $35 for the articles plus a $35 registered agent designation fee, for a total of $70 to form a for-profit corporation.
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Florida requires the articles to set forth the corporation name, the principal office address, the number of authorized shares, the initial registered agent with a Florida street address and written acceptance, and the name and address of each incorporator (Fla. Stat. 607.0202).
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The articles must name an initial registered agent with a Florida street address, and the agent must sign a written acceptance of the appointment. The registered agent receives legal papers and state notices for the corporation (Fla. Stat. 607.0501).
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Florida charges NO franchise tax and no annual entity tax to keep a corporation in existence. Florida corporations may owe the state corporate income tax under Chapter 220, Florida Statutes, but there is no minimum franchise tax like some states charge.
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Every Florida for-profit corporation must file an Annual Report between January 1 and May 1 each year, with a $150 fee. Filing after May 1 adds a $400 late fee, for a total of $550, and continued failure can lead to administrative dissolution (Fla. Stat. 607.1622).
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Articles of incorporation form a corporation. To form a Florida limited liability company you file articles of organization instead, and corporate bylaws are a separate internal document the corporation keeps rather than files with the state.
Key decisions before you file
Before you file a Articles of Incorporation in Florida, a few decisions shape the document: which option to choose and what each one means. The Articles of Incorporation guide walks through them.
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Florida Requirements for Articles of Incorporation
A Florida for-profit corporation is formed by filing Articles of Incorporation with the Florida Department of State, Division of Corporations, usually online through Sunbiz. The cost is $35 plus a $35 registered agent designation fee, for a total of $70. The corporation exists once the articles are filed.
The corporation name in the articles must include a word such as Corporation, Incorporated, or Company, or an abbreviation, and must be distinguishable from other entities on file with the Florida Division of Corporations (Fla. Stat. 607.0202).
The articles must set forth the street address of the initial principal office, a mailing address if different, and the name and address of each incorporator (Fla. Stat. 607.0202). The incorporator signs the articles and need not be an owner or officer.
The articles must name an initial registered agent with a Florida street address, and the agent must sign a written acceptance of the appointment (Fla. Stat. 607.0501). The agent receives legal papers and state notices for the corporation.
The articles must state the number of shares the corporation is authorized to issue. If more than one class or series is authorized, the articles must describe the designation and number of each class or series (Fla. Stat. 607.0202).
Florida does not charge a franchise tax or an annual entity tax to keep a corporation in existence. A Florida corporation may owe the state corporate income tax under Chapter 220 on income it earns, but there is no minimum franchise tax to stay registered.
Every Florida for-profit corporation must file an Annual Report between January 1 and May 1 each year, with a $150 fee (Fla. Stat. 607.1622). Filing after May 1 adds a $400 late fee, for a total of $550, and continued failure can lead to administrative dissolution.
Articles of incorporation form a corporation. To form a Florida limited liability company you file articles of organization instead. Corporate bylaws are a separate internal document the corporation keeps rather than files with the state.
Frequently Asked Questions
In Florida, articles of incorporation are the founding document you file with the Florida Department of State, Division of Corporations, to create a corporation. Filing them makes the corporation a separate legal entity that can own property, sign contracts, and shield its owners from personal liability for the corporation debts. The articles set out the corporation name, its principal office, the number of shares it is authorized to issue, its registered agent, and each incorporator (Fla. Stat. 607.0202). The online filing system is known as Sunbiz.
In Florida, articles of incorporation create a corporation, which has shareholders, directors, and shares of stock. Articles of organization create a limited liability company (LLC), which has members instead of shareholders and issues no stock. Both are filed with the Florida Division of Corporations and both form a separate legal entity, but they create different kinds of entities under different parts of Florida law. Choose the one that matches the entity you want.
You file the articles of incorporation with the Florida Department of State, Division of Corporations, most often online through Sunbiz. The cost is $35 for the articles plus a $35 registered agent designation fee, for a total of $70. Once the Division of Corporations accepts and files the articles, the corporation legally exists in Florida.
Florida requires the articles to set forth the corporation name, which must satisfy the state name rules; the street address of the initial principal office and a mailing address if different; the number of shares the corporation is authorized to issue; the name and Florida street address of the initial registered agent, with the agent written acceptance; and the name and address of each incorporator (Fla. Stat. 607.0202). The articles may also include optional provisions permitted by Florida law.
The registered agent named in Florida articles of incorporation must have a street address in Florida, not only a post office box, and must sign a written acceptance of the appointment (Fla. Stat. 607.0501). The agent can be an individual who resides in Florida or a business entity authorized to do business in Florida. The agent accepts legal papers and official notices for the corporation, which is why the agent must have a Florida street address.
No. Florida does not charge a franchise tax or an annual entity tax to keep a corporation in existence, so there is no minimum franchise tax like some states impose. A Florida corporation may owe the state corporate income tax under Chapter 220, Florida Statutes, on income it earns, administered by the Department of Revenue. The only recurring filing with the Division of Corporations is the Annual Report.
Every Florida for-profit corporation must file an Annual Report with the Division of Corporations between January 1 and May 1 each year, with a $150 fee (Fla. Stat. 607.1622). Filing after May 1 adds a $400 late fee, for a total of $550, and there is no waiver of that late fee. Continued failure to file can lead to administrative dissolution of the corporation, so filing on time keeps it active.
In Florida, articles of incorporation are the short public document you file with the Division of Corporations to create the corporation. Bylaws are a longer internal document the corporation adopts and keeps in its own records, not filed with the state, setting the rules for how the corporation is run, such as how directors are elected and how meetings are held. You need the Florida articles to exist as a corporation and the bylaws to govern it day to day.