Florida articles of incorporation are the founding document that creates a corporation under state law, filed with the Florida Department of State’s Division of Corporations and viewable through its public records portal at Sunbiz.org. The filing establishes the corporation’s legal existence and locks in its name, registered agent, authorized shares, and principal office. Everything a Florida corporation does afterward, from opening a bank account to defending a lawsuit, traces back to this document.
What the Articles Must Contain
Florida law requires every set of articles of incorporation to include a specific set of information. If any of these are missing, the Division will reject the filing.
- Corporate name. The name must include a designator such as “Corporation,” “Incorporated,” “Company,” or an abbreviation like “Corp.,” “Inc.,” or “Co.” It also must be distinguishable from every other entity already on file with the Division of Corporations.1Florida Senate. Florida Code 607.0401 – Corporate Name
- Principal office address. The street address of the corporation’s main office and, if different, its mailing address.
- Authorized shares. The number of shares the corporation can issue.
- Registered agent and office. The name and street address of the corporation’s registered agent, who must be a Florida resident or an entity authorized to do business in the state. The agent must file a written statement accepting the appointment.2Florida Senate. Florida Statutes 607.0501 – Registered Office and Registered Agent
- Incorporator names and addresses. Each person who signed and filed the articles.3Florida Senate. Florida Statutes 607.0202 – Articles of Incorporation Content
Some filings add optional provisions, including a stated business purpose, the names and addresses of initial directors and officers, and par value for shares. Standard for-profit corporations do not need a purpose clause. Professional corporations and nonprofits follow different rules.4Florida Department of State. Instructions for Articles of Incorporation (FL Profit)
The Registered Agent’s Role
The registered agent is more than a line on the form. Florida law requires every corporation to maintain a registered agent continuously, and the agent must have a physical Florida address identical to the registered office address.2Florida Senate. Florida Statutes 607.0501 – Registered Office and Registered Agent The agent accepts lawsuits, subpoenas, and government notices on the corporation’s behalf. A corporation that fails to maintain a registered agent can be administratively dissolved by the state.
Corporate Name Rules
Florida’s distinguishability standard is stricter than many people expect. Two names that differ only in suffix (“Inc.” versus “Corp.”), punctuation, singular versus plural form, or the word “and” versus an ampersand are not considered distinguishable.1Florida Senate. Florida Code 607.0401 – Corporate Name Check Sunbiz for name conflicts before filing; a close match will likely cause rejection.
Looking Up Existing Articles on Sunbiz
Sunbiz.org is free and open to the public. From the “Search Records” section on the homepage, you can search by entity name, officer or registered agent name, document number, federal employer identification number, or street address and zip code.5Florida Department of State. Search Records – Division of Corporations A name search is fastest when you know the exact corporate name; an officer search works better when you’re tracking a person’s involvement across multiple entities.
Results show each matching entity’s name, document number, and current status (active, inactive, or administratively dissolved). Click the entity name for a detail page with the filing history, current officers, registered agent, and annual report information. The original articles are available as a PDF.
The search engine matches names literally. Small differences in spelling, punctuation, or abbreviations can cause misses, so if “Smith & Associates, Inc.” doesn’t appear, try “Smith and Associates” or search by an officer’s name instead.
Certified Copies and Certificates of Status
Viewing articles on Sunbiz is free, but banks, lenders, and other states often require a certified copy, which is an official reproduction stamped by the Division of Corporations confirming the document matches the original on file. To request one by mail, send a written request with the entity’s name, document number, and filing date, along with a check or money order for $8.75 per document payable to the Florida Department of State.6Florida Department of State. Certified Copy – Request by Mail That fee applies to any certified corporate document.7Florida Department of State. Fees
A certificate of status is a different document. It confirms the corporation is currently active and in good standing, and you can order one online through Sunbiz by credit card, debit card, or prepaid Sunbiz e-file account; the Division emails it as a PDF.8Florida Department of State. Order Certificate of Status – Division of Corporations A certified copy proves what the articles say. A certificate of status proves the corporation is currently authorized to do business. Know which one the requester actually wants before you pay.
Amending the Articles
If the information on file looks outdated, the corporation may have filed an amendment. Common reasons include changing the corporate name, increasing or decreasing authorized shares, or revising other provisions in the original filing. An amendment supplements the original articles rather than replacing them, so both documents appear in the Sunbiz filing history.
Articles of amendment must include the corporation’s name, the exact text of each change, the date each amendment was adopted, and a statement of how it was approved, whether by the board alone or with shareholder approval.9Florida Senate. Florida Statutes 607.1006 – Articles of Amendment When you review a corporation’s record, read the full filing history rather than relying only on the original articles. Amendments may have changed the name, share structure, or other key provisions.
Staying Active: The Annual Report
Filing articles of incorporation is a one-time act. Keeping the corporation alive requires an annual report filed with the Division of Corporations between January 1 and May 1 each year, with the first report due the year after formation.10Florida Senate. Florida Statutes 607.1622 – Annual Report for Department The fee is $150 for profit corporations and $61.25 for nonprofits.11Florida Department of State. File Annual Report – Division of Corporations The report updates the state on current officers, directors, registered agent, and principal office address.
Missing the May 1 deadline triggers a $400 late fee for profit corporations. A report still unfiled by late September leads to administrative dissolution.12Justia Law. Florida Statutes 607.1420 – Administrative Dissolution If a corporation on Sunbiz shows as inactive or administratively dissolved, this is usually why.
Reinstatement After Dissolution
Florida sets no deadline for reinstatement. The application must be signed by both the registered agent and an officer or director, and the corporation must pay all overdue fees and penalties at the rates in effect when it applies.13Florida Senate. Florida Statutes 607.1422 – Reinstatement Following Administrative Dissolution Once reinstated, the corporation’s legal status relates back to the date of dissolution, as though it had never lapsed.
One catch: the dissolved corporation’s name is protected for only one year after dissolution. If another entity has claimed the name by the time the corporation applies for reinstatement, the corporation must amend its articles to adopt a new name before the Division will process the application.13Florida Senate. Florida Statutes 607.1422 – Reinstatement Following Administrative Dissolution
Getting an EIN After Filing
Once the state processes your articles, the next step for most corporations is obtaining a federal Employer Identification Number from the IRS. File the articles first, because the IRS requires the corporation’s legal name exactly as it appears on the state filing.14Internal Revenue Service. Get an Employer Identification Number Applying before the state finishes processing can delay the EIN or create name mismatches that require correction paperwork. The IRS online application is free and issues the EIN immediately in most cases for entities with a principal place of business in the United States.