Florida Articles of Incorporation: How to File

The Articles of Incorporation is the official document that creates your Florida corporation. Filing this document with the Division of Corporations brings your corporation into legal existence, allowing you to open bank accounts, enter contracts, and conduct business.

This guide walks you through exactly what information you need, how to file, and common mistakes to avoid.

What Are Articles of Incorporation?

Articles of Incorporation (also called a Certificate of Incorporation or Corporate Charter) is the foundational legal document that:

• Creates your corporation as a legal entity
• Establishes your corporate name
• Defines basic structure (shares, registered agent)
• Becomes part of the public record

Think of it as your corporation’s “birth certificate” — the official proof that your corporation exists.

Required Information

Before filing, gather this information:

1. Corporate Name

Your name must:

• Be distinguishable from other Florida business names
• Include a corporate designator: “Corporation,” “Company,” “Incorporated,” or abbreviations (Corp., Co., Inc.)
• Not include restricted words without approval (Bank, Insurance, Trust)

Check availability: Search Sunbiz.org before filing.

2. Principal Office Address

The main location where your corporation conducts business. This can be:

• A Florida address
• An out-of-state address
• A home address or commercial address

This address appears on public records.

3. Mailing Address

Where you receive mail. Can be:

• Same as principal address
• A P.O. box
• Any address where you receive mail reliably

4. Registered Agent

A person or company that accepts legal documents on behalf of your corporation.

Requirements:

• Must be a Florida resident individual OR a business authorized in Florida
• Must have a physical Florida street address (no P.O. boxes)
• Must be available during business hours

5. Incorporator Information

The person who signs and files the Articles. The incorporator:

• Must be at least 18 years old
• Does not need to be a Florida resident
• Does not need to be a shareholder or officer
• Can be an individual or entity

6. Number of Authorized Shares

You must specify how many shares your corporation is authorized to issue. Consider:

• Small business: 1,000 – 10,000 shares is typical
• Seeking investors: May want more shares for flexibility
• Par value: Optional; most Florida corporations have no par value shares

Note: This is the maximum you can issue, not what you must issue immediately.

Optional Information

You may also include:

Purpose Statement

Florida allows general purpose language: “To engage in any lawful activity for which corporations may be organized under the Florida Business Corporation Act.”

Most corporations use general purpose language rather than limiting themselves to specific activities.

Initial Directors

You can name your initial board of directors in the Articles. This is optional but can:

• Allow directors to hold the organizational meeting immediately
• Avoid a separate incorporator action to appoint directors

Par Value

You can assign a par value to shares (e.g., $0.01 per share) or have no par value. No par value is simpler and most common for small businesses.

Provisions for Managing the Corporation

You can include provisions about:

• Director liability limitations
• Indemnification of officers and directors
• Supermajority voting requirements
• Restrictions on share transfers

Most businesses leave these details to the bylaws rather than the Articles.

How to File Online (Recommended)

Step 1: Go to Sunbiz.org

Visit dos.myflorida.com/sunbiz

Step 2: Start the Filing

Click “Start a Business” or “E-Filing,” then select “Florida Profit Corporation”

Step 3: Complete the Form

Enter all required information:

Corporation Name: Full legal name including designator (Inc., Corp., etc.)

Principal Place of Business: Street address

Mailing Address: Where you receive mail

Registered Agent: Name and Florida street address

Incorporator: Name, address, and signature

Shares: Number of shares authorized and par value (if any)

Effective Date: Usually immediate, or you can set a future date (up to 90 days)

Step 4: Pay the Filing Fee

Filing fee: $70

Pay by credit card. You’ll receive immediate confirmation.

Step 5: Save Your Confirmation

Download or print the confirmation page. You’ll also receive an email confirmation.

Processing Time

Online filing is fastest and most reliable. There’s no advantage to filing by mail.

Filing Fees

Most businesses don’t need expedited processing. Standard online filing takes just 2-3 days.

After Filing: What’s Next?

Once your Articles of Incorporation are approved, you need to:

1. Create Corporate Bylaws

Bylaws govern how your corporation operates:

• Meeting procedures
• Officer duties
• Stock issuance rules
• Amendment procedures

Florida doesn’t require bylaws to be filed with the state, but you must have them.

2. Hold Organizational Meeting

Your directors (or incorporator, if no directors named) meet to:

• Adopt bylaws
• Elect officers
• Authorize stock issuance
• Open bank accounts
• Handle other initial business

Document everything in written minutes.

3. Issue Stock Certificates

Issue stock to initial shareholders in exchange for their capital contributions.

4. Get an EIN

Apply for an Employer Identification Number from the IRS (free) at IRS.gov.

5. Open a Bank Account

Take your Articles, EIN, and bylaws to open a corporate bank account.

6. Obtain Licenses and Permits

Research what business licenses you need for your industry and location.

Common Filing Mistakes

Using an Unavailable Name

Always search Sunbiz before filing. If your name is too similar to an existing business, your filing will be rejected.

P.O. Box as Registered Agent Address

Your registered agent must have a physical Florida street address. P.O. boxes are not accepted.

Forgetting the Corporate Designator

Your name must include “Inc.,” “Corp.,” “Corporation,” “Company,” or “Incorporated.”

Wrong: Florida Tech Solutions Correct: Florida Tech Solutions, Inc.

Insufficient Share Authorization

Authorizing too few shares limits future flexibility. Authorizing 1,000-10,000 shares costs the same as authorizing 100.

Using Restricted Words

Words like “Bank,” “Trust,” “Insurance,” and “University” require special approval or licensing. Avoid them unless you’re in those regulated industries.

Amending Your Articles

If you need to change your Articles after filing:

File Articles of Amendment

Use this to change:

• Corporate name ($35 + $52.50 for certified copy of amendment)
• Number of authorized shares
• Registered agent (or use cheaper $25 standalone form)
• Any other provisions in the original Articles

File Online

Amendments are filed through Sunbiz.org, similar to the original Articles.

Articles of Incorporation vs. Bylaws

Articles: What you tell the state
Bylaws: How you actually run the company

Sample Articles of Incorporation Language

Here’s what typical Florida Articles include:

ARTICLES OF INCORPORATION
OF
[CORPORATION NAME], INC.

ARTICLE I - NAME
The name of this corporation is [Corporation Name], Inc.

ARTICLE II - PRINCIPAL OFFICE
The principal office of this corporation is located at:
[Street Address]
[City, State ZIP]

ARTICLE III - PURPOSE
This corporation is organized for the purpose of engaging
in any lawful activity for which corporations may be
organized under the Florida Business Corporation Act.

ARTICLE IV - SHARES
This corporation is authorized to issue [10,000] shares
of common stock with no par value.

ARTICLE V - REGISTERED AGENT
The name and address of the registered agent is:
[Agent Name]
[Florida Street Address]
[City, FL ZIP]

ARTICLE VI - INCORPORATOR
The name and address of the incorporator is:
[Incorporator Name]
[Address]
[City, State ZIP]

Signature: _____________________
Date: _________________________

Frequently Asked Questions

How long does it take to incorporate in Florida?

Online filings are processed in 2-3 business days. Same-day processing is available for an additional $100.

Can I incorporate in Florida from another state?

Yes. You don’t need to be a Florida resident. However, you must have a Florida registered agent.

What’s the minimum number of shareholders?

One. Florida allows single-shareholder corporations.

Do I need an attorney to file Articles of Incorporation?

No. You can file yourself through Sunbiz.org or use a formation service. Complex situations (multiple shareholders, investor agreements) may benefit from legal advice.

Can I change my corporation name later?

Yes, by filing Articles of Amendment ($35 fee plus certified copy fees).

What’s the difference between authorized and issued shares?

Authorized: Maximum shares your corporation can issue Issued: Shares actually given to shareholders

You can authorize 10,000 shares but only issue 100 initially.

Ready to Incorporate?

Filing Florida Articles of Incorporation is straightforward:

1. Choose and verify your corporate name
2. Gather required information
3. File online at Sunbiz.org ($70)
4. Complete post-formation tasks (bylaws, EIN, bank account)

Need help incorporating? IncCraft handles the entire process — from name verification to filing to getting your EIN. Get started today.