Starting a New Corporation in Florida


Incorporators. (a) One or more incorporators may organize a corporation under this Act. Each incorporator shall be either a corporation, domestic or foreign, or a natural person of the age of 18 years or more.
    (b) Unless otherwise provided in the articles of incorporation, any action  to be taken by the incorporators of a corporation, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the incorporators.


Articles of Incorporation. The articles of incorporation shall be executed and filed in duplicate in accordance with Section 1.10 of this Act.
    (a) The articles of incorporation must set forth:
        (1) a corporate name for the corporation that

satisfies the requirements of this Act;
        (2) the purpose or purposes for which the corporation
is organized, which may be stated to be, or to include, the transaction of any or all lawful businesses for which corporations may be incorporated under this Act;
        (3) the address of the corporation's initial
registered office and the name of its initial registered agent at that office;
        (4) the name and address of each incorporator;
        (5) the number of shares of each class the
corporation is authorized to issue;
        (6) the number and class of shares which the
corporation proposes to issue without further report to the Secretary of State, and the consideration to be received, less expenses, including commissions, paid or incurred in connection with the issuance of shares, by the corporation therefor. If shares of more than one class are to be issued, the consideration for shares of each class shall be separately stated;
        (7) if the shares are divided into classes, the
designation of each class and a statement of the designations, preferences, qualifications, limitations, restrictions, and special or relative rights with respect to the shares of each class; and
        (8) if the corporation may issue the shares of any
preferred or special class in series, then the designation of each series and a statement of the variations in the relative rights and preferences of the different series, if the same are fixed in the articles of incorporation, or a statement of the authority vested in the board of directors to establish series and determine the variations in the relative rights and preferences of the different series.
    (b) The articles of incorporation may set forth:
        (1) the names and addresses of the individuals who
are to serve as the initial directors;
        (2) provisions not inconsistent with law with respect
            (i) managing the business and regulating the
affairs of the corporation;
            (ii) defining, limiting, and regulating the
rights, powers and duties of the corporation, its officers, directors and shareholders;
            (iii) authorizing and limiting the preemptive
right of a shareholder to acquire shares, whether then or thereafter authorized;
            (iv) an estimate, expressed in dollars, of the
value of all the property to be owned by the corporation for the following year, wherever located, and an estimate of the value of the property to be located within this State during such year, and an estimate, expressed in dollars, of the gross amount of business which will be transacted by it during such year and an estimate of the gross amount thereof which will be transacted by it at or from places of business in this State during such year; or
            (v) superseding any provision of this Act that
requires for approval of corporate action a two-thirds vote of the shareholders by specifying any smaller or larger vote requirement not less than a majority of the outstanding shares entitled to vote on the matter and not less than a majority of the outstanding shares of each class of shares entitled to vote as a class on the matter.
        (3) a provision eliminating or limiting the personal
liability of a director to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, provided that the provision does not eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to the corporation or its shareholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) under Section 8.65 of this Act, or (iv) for any transaction from which the director derived an improper personal benefit. No such provision shall eliminate or limit the liability of a director for any act or omission occurring before the date when the provision becomes effective.
        (4) any provision that under this Act is required or
permitted to be set forth in the articles of incorporation or by-laws.
    (c) The articles of incorporation need not set forth any of the corporate powers enumerated in this Act.
    (d) The duration of a corporation is perpetual unless otherwise specified in the articles of incorporation.
    (e) If the data to which reference is made in subparagraph (iv) of paragraph (2) of subsection (b) of this Section is not included in the articles of incorporation, the franchise tax provided for in this Act shall be computed on the basis of the entire paid-in capital as set forth pursuant to paragraph (6) of subsection (a) of this Section, until such time as the data to which reference is made in subparagraph (iv) of paragraph (2) of subsection (b) is provided in accordance with either Section 14.05 or Section 14.25 of this Act.
    When the provisions of this Section have been complied with, the Secretary of State shall file the articles of incorporation.

178 thoughts on “Starting a New Corporation in Florida”

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