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Proper Incorporation: What You Must and May Include

When incorporating, there are many intricate steps and details that follow. One of the first steps in incorporating involves filing proper paperwork with the state. In Florida, as in other states, there are certain provisions that must be included when filing with the state. The consequences of improper filing can be disastrous. In many situations, improper filing may lead to a loss of limited liability protections. Therefore, when in incorporating in Florida, it is important to understand what must be included in the initial filing.

In Florida, there are four main provisions that must be included in every filing. The first is the name and address of the corporation. The name of the corporation cannot be misleading. For example, it cannot cause the average person to confuse the corporation for being affiliated with the government. The name must also include one of the following indicators: corporation, company, or incorporation.

Next, it is important to recognize the key players in the corporation. This includes incorporators and the registered agent for the corporation. The addresses and names of these figures must also be included in the filing. The final provision is the number of authorized shares to be issued by the corporation.

It is important to note that all other provisions are optional. In the case of other provisions, the corporation’s rules will default to those enunciated by the Florida statutes. There is one major exception to this rule. When running a nonprofit corporation, the corporation must include its purpose in its filings with the state.

In sum, it is important to understand your responsibilities when filing your articles of incorporation with the state. If you do not properly file with the state the necessary provisions, the state may refuse to acknowledge your corporate existence. With that, you may lose any limited liability protections normally associated with incorporating. Consulting with the right legal team can ensure that you incorporate properly. Call the Trembly Law Firm at (305) 431-5678 today to schedule your consultation.

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