Florida Articles of Incorporation are the document that creates your corporation. You file them online with the Division of Corporations on Sunbiz.org for $70, and once they’re approved (usually in 2-3 business days) the corporation legally exists and can open bank accounts, sign contracts and do business.
The form itself is short. What trips people up is the handful of details they didn’t decide before they started: the exact name, the registered agent, and how many shares to authorize.
What are Florida Articles of Incorporation?
They’re the founding legal document of a corporation, sometimes called a Certificate of Incorporation or Corporate Charter. Filing them creates the corporation as a legal entity, establishes its name, sets its basic structure (shares and registered agent) and puts all of that on the public record. Think of it as the corporation’s birth certificate.
What information do you need before you file?
Corporate name. It has to be distinguishable from other Florida business names and include “Corporation,” “Company,” “Incorporated” or an abbreviation (Corp., Co., Inc.). Restricted words like Bank, Insurance and Trust need approval. Search Sunbiz.org first.
Principal office address. Where the corporation does business. It can be in Florida or out of state, a home or a commercial address. It appears on the public record.
Mailing address. The same as the principal address, a P.O. box, or anywhere you reliably get mail.
Registered agent. A Florida resident or a business authorized in Florida, with a physical Florida street address (no P.O. box), available during business hours to accept legal papers for the corporation.
Incorporator. The person who signs and files the Articles. The incorporator must be at least 18, can be an individual or an entity, and doesn’t need to be a Florida resident, a shareholder or an officer.
Number of authorized shares. The maximum the corporation can issue, not the number you have to issue now. For a small business, 1,000 to 10,000 shares is typical. If you expect investors, you may want more room. Par value is optional, and most Florida corporations have no par value shares.
What can you add if you want to?
Florida lets you use a general purpose statement: “To engage in any lawful activity for which corporations may be organized under the Florida Business Corporation Act.” Most corporations use it rather than limiting themselves to specific activities.
You can name your initial directors. That lets them hold the organizational meeting right away, without a separate incorporator action to appoint them. You can also set a par value (for example, $0.01 per share), and add provisions on director liability limits, indemnification of officers and directors, supermajority voting or restrictions on share transfers.
Most small businesses leave those provisions to the bylaws, and we’d do the same. Bylaws are easier to change than Articles.
How do you file Florida Articles of Incorporation online?
- Go to dos.myflorida.com/sunbiz.
- Click “Start a Business” or “E-Filing,” then select “Florida Profit Corporation.”
- Fill in the corporation name with its designator, principal place of business, mailing address, registered agent name and Florida street address, incorporator name, address and signature, and the number of authorized shares and par value (if any).
- Choose the effective date. It’s usually immediate, but you can set a future date up to 90 days out.
- Pay the $70 filing fee by credit card. You’ll get immediate confirmation.
- Download or print the confirmation page. An email confirmation follows.
How long does it take, and what does it cost?
| Filing method | Processing time | Fee |
|---|---|---|
| Online | 2-3 business days | $70 |
| 5-7 business days | $70 | |
| Expedited | 24 hours | $70 + $50 = $120 |
| Same-day | Same day | $70 + $100 = $170 |
There’s no advantage to filing by mail. And most businesses don’t need to expedite, since standard online filing already takes just 2-3 days.
Two other fees you may run into: a certified copy is $52.50, and an electronic Certificate of Status is $8.75.
What mistakes get a filing rejected?
The big one is a name that’s already taken. If yours is too similar to an existing business, the filing gets rejected, so search Sunbiz before you file.
A P.O. box for the registered agent won’t work either. The agent needs a physical Florida street address.
Then there’s the missing designator. The name must include “Inc.,” “Corp.,” “Corporation,” “Company” or “Incorporated.” “Florida Tech Solutions” is wrong. “Florida Tech Solutions, Inc.” is right.
Two more aren’t rejections but cause trouble later. Authorizing too few shares limits your flexibility, and authorizing 1,000-10,000 shares costs the same as authorizing 100. And words like “Bank,” “Trust,” “Insurance” and “University” need special approval or licensing, so avoid them unless you’re in those regulated industries.
What does a typical set of Articles say?
| Article | Typical content |
|---|---|
| I. Name | The corporation’s full name, with its designator (for example, “Florida Tech Solutions, Inc.”) |
| II. Principal office | The street address, city, state and ZIP of the principal office |
| III. Purpose | Any lawful activity for which corporations may be organized under the Florida Business Corporation Act |
| IV. Shares | The number of authorized shares, such as 10,000 shares of common stock with no par value |
| V. Registered agent | The agent’s name and Florida street address |
| VI. Incorporator | The incorporator’s name and address, plus signature and date |
What do you do after the Articles are approved?
Write bylaws. They cover meeting procedures, officer duties, stock issuance and how to amend them. Florida doesn’t require you to file bylaws, but you must have them.
Hold the organizational meeting. Your directors (or the incorporator, if you didn’t name directors) adopt the bylaws, elect officers, authorize stock, open bank accounts and handle other initial business. Put it all in written minutes.
Issue stock to your initial shareholders in exchange for their capital contributions.
Get an EIN. It’s free from the IRS at IRS.gov.
Open a bank account with your Articles, EIN and bylaws, and then look into the business licenses your industry and location require.
Articles of Incorporation or bylaws: what’s the difference?
| Articles of Incorporation | Bylaws |
|---|---|
| Filed with the state | Internal document |
| Creates the corporation | Governs operations |
| Public record | Private |
| Hard to change (requires amendment) | Easier to change |
| Basic information only | Detailed procedures |
The short version: the Articles are what you tell the state, and the bylaws are how you actually run the company.
How do you change your Articles later?
File Articles of Amendment through Sunbiz.org, the same way you filed the originals. That covers a name change ($35 plus $52.50 for a certified copy of the amendment), a change in authorized shares, a new registered agent (though the standalone $25 form is cheaper) and any other provision in the original Articles.
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, but 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 on Sunbiz.org or use a formation service. Multiple shareholders or investor agreements are where legal advice starts paying for itself.
What’s the difference between authorized and issued shares?
Authorized shares are the maximum the corporation can issue. Issued shares are the ones actually given to shareholders. You can authorize 10,000 and issue only 100 to start.
Let us file it for you
Settle your name and registered agent before you open the form, and the filing takes one sitting. Or hand it off: IncCraft handles the entire process, from name verification to filing to getting your EIN.