The Articles of Organization (for a LLC) and the Articles of Incorporation (for a corporation) are documents outlining the initial statements required to form your entity at the state level. It is a necessary document for setting up an LLC or Corporation in most U.S. states, including Florida.
You must submit the articles and pay the appropriate filing fee to the Florida Division of Corporations. The documents may be submitted online or by mail. The fee to file a Florida Limited Liability Company is $125 and the fee to file a Florida Corporation is $70.
In the Articles, you will have to make decisions on the name of your business and an email address to which relevant correspondence from the State of Florida can be sent. Further, you will need to provide two types of addresses: (1) an address for your principal place of business, which must be a street address (i.e. not a P.O. Box number) in Florida; and (2) a mailing address, which can be in or outside of Florida and can be a P.O. Box. Your principal place of business and mailing address may be the same address.
You will also need to designate a registered agent. Florida requires registered business entities to appoint a registered agent on its Articles of Organization or Articles of Incorporation. A registered agent, required under Florida Statute section 48.091, is a person or company designated to receive service of process and official mail on behalf of a business. Service of process is the method by which a party in a lawsuit gives notice of the initial lawsuit to the defendant(s) of that lawsuit.
Additionally, when filing your Articles of Organization or Articles of Incorporation, you should list the name and address of each person (including people and other entities) authorized to manage and control the entity. Although this information is optional to form the entity, this information is required to open most bank accounts and to obtain the workers’ compensation exemption. If you desire secrecy with regard to ownership and control of your business entity, consult an experienced business attorney about filing in a state that allows for more anonymity.
Furthermore, corporations will also need to list the number of shares of stock authorized. For more flexibility of issuing shares to new shareholders in the future, 1,000 or even 10,000 shares is recommended.
Finally, for a LLC, the process contains a few additional decisions. You will need to decide if you wish to have your company member-managed or manager-managed. Please see our blog entitled “Limited Liability Companies; Member-Managed vs. Manager-Managed” to learn more about which option may work best for your company, and although we recommend not making this decision without consulting an attorney here is a summary of the information you need to provide when filing:
Articles of Organization (LLC)
Articles of Incorporation (Corporation/Inc.)
For assistance with your entity formation contact Hunter Business Law.
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