INSTRUCTIONS FOR A PROFIT CORPORATION - eMinutes
INSTRUCTIONS FOR A PROFIT CORPORATION - eMinutes
INSTRUCTIONS FOR A PROFIT CORPORATION - eMinutes
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FLORIDA DEPARTMENT OF STATE<br />
DIVISION OF <strong>CORPORATION</strong>S<br />
<strong>INSTRUCTIONS</strong> <strong>FOR</strong> A <strong>PROFIT</strong> <strong>CORPORATION</strong><br />
The following are instructions, a cover letter and sample articles of incorporation pursuant to Chapter 607<br />
and 621 Florida Statutes (F.S.).<br />
NOTE: THIS IS A BASIC <strong>FOR</strong>M MEETING MINIMAL REQUIREMENTS <strong>FOR</strong> FILING<br />
ARTICLES OF IN<strong>CORPORATION</strong>.<br />
The Division of Corporations strongly recommends that corporate documents be reviewed by your legal<br />
counsel. The Division is a filing agency and as such does not render any legal, accounting, or tax advice.<br />
This office does not provide you with corporate seals, minute books, or stock certificates. It is the<br />
responsibility of the corporation to secure these items once the corporation has been filed with this office.<br />
Questions concerning S Corporations should be directed to the Internal Revenue Service by telephoning<br />
1-800-829-1040. This is an IRS designation, which is not determined by this office.<br />
A preliminary search for name availability can be made on the Internet through the Division’s records at<br />
www.sunbiz.org. Preliminary name searches and name reservations are no longer available from the<br />
Division of Corporations. You are responsible for any name infringement that may result from your<br />
corporate name selection.<br />
Pursuant to Chapter 607 or 621 F.S., the articles of incorporation must set forth the following:<br />
Article I:<br />
The name of the corporation must include a corporate suffix such as Corporation,<br />
Corp., Incorporated, Inc., Company, or Co.<br />
A Professional Association must contain the word “chartered” or “professional<br />
association” or “P.A.”.<br />
Article II:<br />
Article III:<br />
Article IV:<br />
The principal place of business and mailing address of the corporation. The principal<br />
address must be a street address. The mailing address, if different, can be a P.O. Box<br />
address.<br />
Specific Purpose for a “Professional Corporation”<br />
The number of shares of stock that this corporation is authorized to have must be<br />
stated.<br />
CR2E010 (09/10)
Article V:<br />
Article VI:<br />
Article VII:<br />
The names, address and titles of the Directors/Officers (optional). The names of<br />
officers/directors may be required to apply for a license, open a bank account, etc.<br />
The name and Florida Street address (P.O. Box NOT acceptable) of the initial Registered<br />
Agent. The Registered Agent must sign in the space provided and type or print his/her<br />
name accepting the designation as registered agent.<br />
The name and address of the Incorporator. The Incorporator must sign in the space<br />
provided and type or print his/her name below signature.<br />
The “incorporator” is the person who prepares and signs the Articles of<br />
Incorporation and then submits them for filing to the Division of Corporations.<br />
The function of the incorporator usually ends after the corporation is filed.<br />
An Effective Date:<br />
Add a separate article if applicable or necessary: An effective date may be<br />
added to the Articles of Incorporation, otherwise the date of receipt will be the file<br />
date. (An effective date can not be more than five (5) business days prior to the<br />
date of receipt or ninety (90) days after the date of filing). If a corporation is filed<br />
anytime prior to December 31 st , an annual report will be due on January 1 st .<br />
Important Information About the Requirement to File an Annual Report<br />
All Florida Profit Corporations must file an Annual Report yearly to maintain “active” status. The first<br />
report is due in the year following formation. The report must be filed electronically online between<br />
January 1 st and May 1 st . The fee for the annual report is $150. After May 1 st a $400 late fee is added to the<br />
annual report filing fee. “Annual Report Reminder Notices” are sent to the e-mail address you provide us<br />
when you submit this document for filing. To file any time after January 1 st , go to our website at<br />
www.sunbiz.org. There is no provision to waive the late fee. Be sure to file before May 1 st .<br />
**********************************************************************************<br />
The fee for filing a profit corporation is:<br />
Filing Fee $35.00<br />
Designation of Registered Agent $35.00<br />
Certified Copy (optional) $ 8.75 (plus $1 per page for each page over 8, not to exceed a<br />
maximum of $52.50).<br />
Certificate of Status (optional) $ 8.75<br />
Make checks payable to: Florida Department of State<br />
Mailing Address:<br />
Street Address:<br />
Department of State<br />
Department of State<br />
Division of Corporations<br />
Division of Corporations<br />
P.O. Box 6327<br />
Clifton Building<br />
Tallahassee, FL 32314<br />
2661 Executive Center Circle<br />
(850) 245-6052 Tallahassee, FL 32301<br />
(850) 245-6052
COVER LETTER<br />
Department of State<br />
New Filing Section<br />
Division of Corporations<br />
P. O. Box 6327<br />
Tallahassee, FL 32314<br />
SUBJECT:<br />
(PROPOSED CORPORATE NAME – MUST INCLUDE SUFFIX)<br />
Enclosed are an original and one (1) copy of the articles of incorporation and a check for:<br />
$70.00 $78.75 $78.75 $87.50<br />
Filing Fee Filing Fee Filing Fee Filing Fee,<br />
& Certificate of Status & Certified Copy Certified Copy<br />
& Certificate of<br />
Status<br />
ADDITIONAL COPY REQUIRED<br />
FROM:<br />
Name (Printed or typed)<br />
Address<br />
City, State & Zip<br />
Daytime Telephone number<br />
E-mail address: (to be used for future annual report notification)<br />
NOTE: Please provide the original and one copy of the articles.
ARTICLE I NAME<br />
The name of the corporation shall be:<br />
ARTICLES OF IN<strong>CORPORATION</strong><br />
In compliance with Chapter 607 and/or Chapter 621, F.S. (Profit)<br />
ARTICLE II<br />
PRINCIPAL OFFICE<br />
Principal street address<br />
Mailing address, if different is:<br />
ARTICLE III PURPOSE<br />
The purpose for which the corporation is organized is:<br />
ARTICLE IV SHARES<br />
The number of shares of stock is:<br />
ARTICLE V INITIAL OFFICERS AND/OR DIRECTORS<br />
Name and Title:<br />
Name and Title:<br />
Address:<br />
Address:<br />
Name and Title:<br />
Address:<br />
Name and Title:<br />
Address:<br />
Name and Title:<br />
Address:<br />
Name and Title:<br />
Address:<br />
ARTICLE VI REGISTERED AGENT<br />
The name and Florida street address (P.O. Box NOT acceptable) of the registered agent is:<br />
Name:<br />
Address:<br />
ARTICLE VII INCORPORATOR<br />
The name and address of the Incorporator is:<br />
Name:<br />
Address:<br />
Having been named as registered agent to accept service of process for the above stated corporation at the place designated in<br />
this certificate, I am familiar with and accept the appointment as registered agent and agree to act in this capacity<br />
Required Signature/Registered Agent<br />
Date<br />
I submit this document and affirm that the facts stated herein are true. I am aware that the false information submitted in a<br />
document to the Department of State constitutes a third degree felony as provided for in s.817.155, F.S.<br />
Required Signature/Incorporator<br />
Date