April 24, 2014

dba Florida

Corporations

| 3/22/2013

GENERAL INFORMATION

Any entity that transacts business in Florida as a corporation is required by Florida Statutes to file documents of incorporation or authorization with the Division of Corporations and pay the filing fee.

Open for business! The documents must be typewritten or printed legibly in the English language. The professional advice of your legal counsel to ascertain exact compliance with all statutory requirements is strongly recommended.

Each year after the initial filing, all corporations must file an annual report and pay the filing fee between January 1 and May 1. Profit corporations filing the annual report after May 1 will be subject to a late fee, which cannot be waived. Failure to file the annual report by the third Friday of September will result in the administrative dissolution of the corporation or revocation of authorization to transact business as a corporation in Florida.

Supplies such as minute books, stationery, stock certificates and corporate seals are available through office supply stores. There are no laws requiring corporations to obtain any of these. Some financial institutions and title companies require a corporate seal on documents signed by a corporation and are within their rights to do so.

Glossary

» A corporation is a legal entity, created by statute (i.e., the state) with all the rights, privileges and responsibilities of a natural person; possessing the attributes of limited liability, centralized management, continuity of life and free transferability of interest.

» A for-profit corporation is a corporation created for the purpose of conducting business in the widest sense of the term. In Florida, such a corporation may be organized generally under Chapter 607, Florida Statutes, but may take on special attributes as prescribed by other subservient chapters.

» A nonprofit or not for profit corporation is a corporation normally thought of as one created for religious, charitable, educational or eleemosynary purposes that is generally formed under Chapter 617, Florida Statutes. However, the terms nonprofit or not for profit, as a type of corporation, do not preclude these entities from engaging in a profit making situation. In fact a nonprofit corporation is not necessarily a charitable corporation or one that is tax exempt. They are corporations that may not distribute their income to a member, director or officer other than as provided by law.

» A foreign corporation is a corporation incorporated by any jurisdiction other than Florida to transact business.

PROFIT CORPORATION

Basic Requirements to File Articles of Incorporation:

  • The name of the corporation (The name must contain the word Company, Corporation, Incorporated, or an abbreviation of the word as will clearly indicate that it is a corporation instead of a partnership or other business entity.)
  • The street address of the principal office and the mailing address of the corporation, if different
  • The total number of shares that this corporation is authorized to have outstanding at any one time
  • The name and Florida street address of the Registered Agent (The Registered Agent’s address is also known as the “Registered Office.”) A post office box is not acceptable.
  • A statement, signed by the Registered Agent, accepting the appointment as Registered Agent
  • The name(s) and address(es) of the Incorporator(s)
  • The signature of at least one incorporator

Note: For detailed requirements of profit corporations, see Chapter 607, Florida Statutes.

NOT FOR PROFIT CORPORATION

Basic Requirements to File Articles of Incorporation:

  • The name of the corporation (The name must include the word Corporation,
    Incorporated or an abbreviation of the word. The name may not contain the word Company or its abbreviation Co.)
  • The street address of the principal office and the mailing address of the corporation
  • The specific purpose(s) for which the corporation is organized
  • The manner in which the directors are elected or appointed
  • Any limitations to the corporate powers as provided in Section 617.0302, Florida Statutes
  • The name and Florida street address of the Registered Agent. (The Registered Agent’s address is also known as the “Registered Office.”) A post office box is not acceptable.
  • A statement, signed by the Registered Agent, accepting the appointment as Registered Agent
  • The name(s) and address(es) of the Incorporator(s)
  • The signature of at least one incorporator

Note: For detailed requirements of not for profit corporations, see Chapter 617, Florida Statutes.


MORE INFORMATION
Florida Department of State
Division of Corporations
P.O. Box 6327, Tallahassee, FL 32314
(850) 245-6052 | www.sunbiz.org

This article is part of dba Florida™ and is brought to you by Florida Small Business and the Florida Department of State, Division of Corporations

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