Business Corporation Formation Filing Requirements in Florida

At a glance

Requirements one by one

The articles require both office addresses and an agent acceptance

Section 607.0202 requires the initial principal-office street address and a different mailing address if there is one. It separately requires the Florida registered-office street address, the initial agent's name, and the agent's written acceptance under § 607.0501. Each incorporator's name and address also appears, and the current Division form calls for the incorporator's signature.

Initial directors may be listed, but they are not mandatory article contents. If they are omitted, the incorporators handle the first organizational step.

Authorized shares are mandatory; par value is optional

The articles state the number of authorized shares. Section 607.0202 permits, but does not require, a par-value provision. If the corporation creates more than one class or series, § 607.0601 requires distinguishing designations and the applicable share terms before issuance.

The articles may also contain lawful purpose and governance provisions, preemptive rights, certain shareholder-liability terms, and provisions permitted in the bylaws. They may not impose attorney-fee or expense liability on a shareholder for an internal corporate claim.

The effective date can move backward or forward

Without a different date, corporate existence begins on filing. Florida also permits initial articles to specify a date within 5 business days before filing, or a delayed date no later than the 90th day after filing. These are different reference points: the prior-date limit is measured backward from filing, while the delayed-date limit is measured forward.

The Division's current basic charges are $35 for the articles and $35 for the registered-agent designation and acceptance, totaling $70 before optional copies or status certificates.

Organization depends on whether directors were named

Under § 607.0205, if initial directors were named, a majority calls their organization meeting to appoint officers, adopt bylaws, and handle other business. If they were not named, a majority of the incorporators calls a meeting to elect directors and complete organization or elect a board that will do so.

The callers give each named director or incorporator at least 2 days' notice of the time and place. The same action may be taken without a meeting through written consents signed by every director or incorporator.

Section 607.0206 then requires the incorporators or board to adopt the initial bylaws unless the articles reserve that authority to shareholders.

What trips people up

Florida's registered-agent acceptance is part of the initial filing package, not merely an internal consent kept by the corporation. The agent signs the acceptance stating familiarity with and acceptance of the position's duties.

The first annual report is not due immediately after formation. The current Division instructions say it is due in the year following formation and is filed online between January 1 and May 1 for $150. That recurring report is distinct from the articles and from the organization meeting.

Common questions

Must the articles state a business purpose?

Not for an ordinary corporation. Chapter 607 supplies the lawful-business purpose unless the articles state a narrower one. Specialized or licensed corporations may need different language.

Must initial directors be publicly listed?

No. Section 607.0202 makes their names and addresses optional. The incorporator name and address and the office, agent, and share information remain mandatory.

Does Florida require newspaper publication?

No publication step appears in the current Chapter 607 formation provisions or the Division's profit-corporation form. The post-filing work is internal organization, followed by the first annual report in the next year.

Statutes and sources

• Florida Statutes Chapter 607 — current official text for filing, article contents, effectiveness, registered agent, organization, and bylaws, accessed August 13, 2026.
• Florida Division of Corporations Profit Articles and Instructions — current filing form, corporate suffix, fees, and first annual-report instructions, accessed August 13, 2026.