Articles of Incorporation: Understanding the Basics
When you form a business or a company, the Florida Department of Corporations makes filing your articles of incorporation easy for you. But as you hopefully know, simpler doesn’t mean better, and boilerplate standard language is not always the best language to protect your business, or to ensure that your Articles of Incorporation do what you want them to do.
Here are some things you may not know about filing Articles of Incorporation.
Your Company Name – This sounds like the easiest part of filing your Articles. And it should be. Just remember that your corporate name must include an abbreviation that indicates it is a company: Co., Corp., or similar abbreviations. This is to ensure that it is clear that your business is not a partnership or some other kind of business entity.
Remember also that your company name is the name you want to do business under. If you are looking to hold yourself out as a different name, you’ll want to do a fictitious name or “d/b/a” registration (which isn’t part of Articles of Incorporation).
Stock– Your Articles must say how many shares your corporation will issue, and what kinds of shares. As we have previously written about, different classes of shares can have different rights, abilities, and privileges. You don’t need to set that out in detail in your Articles, but you do need to say there will be X number of these kinds or shares and Y amounts of those kinds of shares.
Registered Agent – Your registered agent does not have to be a shareholder, officer, or manager of the company. But it (or he or she) must reside in Florida. The Agent’s address and offices, if the agent is a company, must match.
Your agent must file a letter with the state saying that they accept the position. The agent’s primary duties are to serve as a “notification” agent for the company. The agent will accept service of any lawsuits, and in many cases, any letter or notification that is sent to the agent, will be deemed to have been received by the company.
Incorporators – Incorporators are those who are charged with setting up the company. In many cases, these may simply be ceremonial positions, although these individuals have to have the legal ability and authority to sign documents needed to incorporate the company.
There are a number of provisions that the law doesn’t require be in Articles of Incorporation, but which you can opt to include. These include:
- The purpose of the corporation, although many choose “for any lawful purpose,” to give the company board abilities to take legal actions.
- The par or minimal value of any shares
- Personal liability, if any, that any shareholders will have
Your corporate documents can have long-lasting and important legal consequences. Make sure they’re done correctly. Call the West Palm Beach business litigation lawyers at Pike & Lustig to help you with your business’ legal needs.
Resource:
efile.sunbiz.org/profit_file.html
