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FLORIDA DEPARTMENT OF STATE

DIVISION OF CORPORATIONS

INSTRUCTIONS FOR A PROFIT CORPORATION

The following are instructions, a cover letter and sample articles of incorporation pursuant to Chapter 607

and 621 Florida Statutes (F.S.).

NOTE: THIS IS A BASIC FORM MEETING MINIMAL REQUIREMENTS FOR FILING

ARTICLES OF INCORPORATION.

The Division of Corporations strongly recommends that corporate documents be reviewed by your legal

counsel. The Division is a filing agency and as such does not render any legal, accounting, or tax advice.

This office does not provide you with corporate seals, minute books, or stock certificates. It is the

responsibility of the corporation to secure these items once the corporation has been filed with this office.

Questions concerning S Corporations should be directed to the Internal Revenue Service by telephoning

1-800-829-1040. This is an IRS designation, which is not determined by this office.

A preliminary search for name availability can be made on the Internet through the Division’s records at

www.sunbiz.org. Preliminary name searches and name reservations are no longer available from the

Division of Corporations. You are responsible for any name infringement that may result from your

corporate name selection.

Pursuant to Chapter 607 or 621 F.S., the articles of incorporation must set forth the following:

Article I: The name of the corporation must include a corporate suffix such as Corporation,

Corp., Incorporated, Inc., Company, or Co.

A Professional Association must contain the word “chartered” or “professional

association” or “P.A.”.

Article II: The principal place of business and mailing address of the corporation. The principal

address must be a street address. The mailing address, if different, can be a P.O. Box

address.

Article III: Specific Purpose for a “Professional Corporation”

Article IV: The number of shares of stock that this corporation is authorized to have must be

stated.

CR2E010 (04/15)

Article V: The names, address and titles of the Directors/Officers (optional). The names of

officers/directors may be required to apply for a license, open a bank account, etc.

Article VI: The name and Florida Street address (P.O. Box NOT acceptable) of the initial Registered

Agent. The Registered Agent must sign in the space provided and type or print his/her

name accepting the designation as registered agent.

Article VII: The name and address of the Incorporator. The Incorporator must sign in the space

provided and type or print his/her name below signature.

The “incorporator” is the person who prepares and signs the Articles of

Incorporation and then submits them for filing to the Division of Corporations.

The function of the incorporator usually ends after the corporation is filed.

An Effective Date: Add a separate article if applicable or necessary: An effective date may be

added to the Articles of Incorporation, otherwise the date of receipt will be the file

date. (An effective date can not be more than five (5) business days prior to the

date of receipt or ninety (90) days after the date of filing). If a corporation is filed

anytime prior to December 31

st

, an annual report will be due on January 1

st

.

Important Information About the Requirement to File an Annual Report

All Florida Profit Corporations must file an Annual Report yearly to maintain “active” status. The first

report is due in the year following formation. The report must be filed electronically online between

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

annual report filing fee. “Annual Report Reminder Notices” are sent to the e-mail address you provide us

when you submit this document for filing. To file any time after January 1

st

, go to our website at

www.sunbiz.org. There is no provision to waive the late fee. Be sure to file before May 1

st

.

**********************************************************************************

The fee for filing a profit corporation is:

Filing Fee $35.00

Designation of Registered Agent $35.00

Certified Copy (optional) $ 8.75 (plus $1 per page for each page over 8, not to exceed a

maximum of $52.50).

Certificate of Status (optional) $ 8.75

Make checks payable to: Florida Department of State

Mailing Address: Street Address:

Department of State Department of State

Division of Corporations Division of Corporations

P.O. Box 6327 Clifton Building

Tallahassee, FL 32314 2661 Executive Center Circle

(850) 245-6052 Tallahassee, FL 32301

(850) 245-6052

COVER LETTER

Department of State

New Filing Section

Division of Corporations

P. O. Box 6327

Tallahassee, FL 32314

SUBJECT:

(PROPOSED CORPORATE NAME – MUST INCLUDE SUFFIX)

Enclosed are an original and one (1) copy of the articles of incorporation and a check for:

 $70.00  $78.75  $78.75  $87.50

Filing Fee Filing Fee Filing Fee Filing Fee,

& Certificate of Status & Certified Copy Certified Copy

& Certificate of

Status

ADDITIONAL COPY REQUIRED

FROM:

Name (Printed or typed)

Address

City, State & Zip

Daytime Telephone number

E-mail address: (to be used for future annual report notification)

NOTE: Please provide the original and one copy of the articles.

ARTICLES OF INCORPORATION

In compliance with Chapter 607 and/or Chapter 621, F.S. (Profit)

ARTICLE I NAME

The name of the corporation shall be:___________________________________________________________________

ARTICLE II PRINCIPAL OFFICE

Principal street address Mailing address, if different is:

ARTICLE III PURPOSE

The purpose for which the corporation is organized is: _________________________________________________________

_____________________________________________________________________________________________________

ARTICLE IV SHARES

The number of shares of stock is:__________________________________

ARTICLE V INITIAL OFFICERS AND/OR DIRECTORS

Name and Title: Name and Title:

Address Address:

Name and Title: Name and Title:

Address Address:

Name and Title: Name and Title:

Address Address:

Name and Title: Name and Title:

Address Address:

ARTICLE VI REGISTERED AGENT

The name and Florida street address (P.O. Box NOT acceptable) of the registered agent is:

Name:

Address:

ARTICLE VII INCORPORATOR

The name and address of the Incorporator is:

Name:

Address:

ARTICLE VIII EFFECTIVE DATE:

Effective date, if other than the date of filing: . (OPTIONAL)

(If an effective date is listed, the date must be specific and cannot be more than five business days prior or 90 business

days after the filing.)

Note: If the date inserted in this block does not meet the applicable statutory filing requirements, this date will not be listed as

the document’s effective date on the Department of State’s records.

Having been named as registered agent to accept service of process for the above stated corporation at the place designated in

this certificate, I am familiar with and accept the appointment as registered agent and agree to act in this capacity

Required Signature/Registered Agent Date

I submit this document and affirm that the facts stated herein are true. I am aware that the false information submitted in a

document to the Department of State constitutes a third degree felony as provided for in s.817.155, F.S.

Required Signature/Incorporator Date

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