ARTICLES OF INCORPORATION

[CORPORATION NAME], INC.

(State of Florida)

[// GUIDANCE: This template is drafted to satisfy the Florida Business Corporation Act, Chapter 607, Florida Statutes (“FBCA”). Bracketed items must be completed or revised by counsel before filing.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
   3.1 Corporate Name
   3.2 Principal Office & Mailing Address
   3.3 Registered Office & Registered Agent
   3.4 Purpose
   3.5 Authorized Shares
   3.6 Initial Directors (Optional)
   3.7 Incorporator(s)
   3.8 Limitation of Director Liability (Optional)
   3.9 Indemnification (Optional)
   3.10 Effective Date & Duration
   3.11 Publication Requirements (State-Specific)
   3.12 Fee Schedule (State-Specific Guidance)
4. General Provisions
5. Execution Block
6. Registered Agent’s Consent to Appointment

1. DOCUMENT HEADER

These Articles of Incorporation (the “Articles”) are executed on this ___ day of __________, 20___ (the “Effective Filing Date”) by the undersigned incorporator (the “Incorporator”) for the purpose of forming a Florida business corporation pursuant to and in accordance with the FBCA.

Jurisdiction: State of Florida
Governing Law: Chapter 607, Florida Statutes
Forum Selection: Business Court Division of the Circuit Court in and for [COUNTY] County, Florida
Arbitration / Jury Waiver: [STATE-DEPENDENT—INSERT OR OMIT PER CLIENT INSTRUCTIONS]
Injunctive Relief: Available under applicable law

2. DEFINITIONS

Alphabetically listed for ease of reference.

2.1 “Articles” – these Articles of Incorporation, as amended from time to time.
2.2 “Board” – the Board of Directors of the Corporation.
2.3 “Corporation” – the Florida corporation formed by filing these Articles.
2.4 “FBCA” – the Florida Business Corporation Act, Fla. Stat. ch. 607, as amended.
2.5 “Registered Agent” – the individual or entity named in § 3.3 who has consented in writing to serve pursuant to Fla. Stat. § 607.0501.

[// GUIDANCE: Add or delete defined terms to match bespoke drafting.]

3. OPERATIVE PROVISIONS

3.1 Corporate Name

The name of the corporation is [CORPORATION NAME], INC. (the “Corporation”).
[// GUIDANCE: Must contain “Corporation,” “Incorporated,” “Company,” or an accepted abbreviation per Fla. Stat. § 607.0401.]

3.2 Principal Office & Mailing Address

Street Address: [___]
Mailing Address (if different): [___]

3.3 Registered Office & Registered Agent

a. Street Address of Registered Office (Florida physical address, P.O. Boxes not permitted):
 ☐
b. Name of Registered Agent: [___]

3.4 Purpose

The Corporation may engage in any lawful business for which corporations may be organized under the FBCA.
[// GUIDANCE: Insert a more limited or specific purpose if desired.]

3.5 Authorized Shares

a. Total Authorized Shares: [___] shares of common stock, par value $[___] per share.
b. Preferred Stock (Optional): [Yes/No]. If yes, insert series, powers, preferences, etc.
[// GUIDANCE: Fla. Stat. § 607.0202(1)(c) requires the number of shares; par value is optional.]

3.6 Initial Directors (Optional)

3.7 Incorporator(s)

Name: [___]
Address: [___]

3.8 Limitation of Director Liability (Optional)

Pursuant to Fla. Stat. § 607.0831, no director shall be personally liable to the Corporation or its shareholders for monetary damages for any statement, vote, decision, or failure to act regarding corporate management or policy, except as otherwise provided by said statute.

3.9 Indemnification (Optional)

The Corporation shall indemnify its directors, officers, employees, and agents to the fullest extent permitted by Fla. Stat. § 607.0850, as the same may be amended. The Board may adopt bylaws or resolutions expanding or clarifying this provision, provided such actions remain within statutory limits.

3.10 Effective Date & Duration

a. Effective Date: These Articles shall become effective on the date the Florida Department of State files them, unless a delayed effective date not later than 90 days after filing is specified here: ______________.
b. Corporate Duration: Perpetual, unless dissolved in accordance with the FBCA.

3.11 Publication Requirements (State-Specific)

Florida does not impose any publication requirement for Articles of Incorporation.
[// GUIDANCE: Confirm no local (county/municipal) notice is mandated for specific licensed activities.]

3.12 Fee Schedule (State-Specific Guidance)

Statutory Filing Fee (Articles + Registered Agent Designation): $70.00
(1) Certified Copy (optional): $8.75
(2) Certificate of Status (optional): $8.75
[// GUIDANCE: Fees are subject to change; verify current amounts on the Florida Department of State – Division of Corporations website prior to filing.]

4. GENERAL PROVISIONS

4.1 Amendments
The Corporation reserves the right to amend or repeal any provision of these Articles in the manner authorized by the FBCA.

4.2 Severability
If any provision of these Articles is held invalid, the remaining provisions shall remain in full force to the maximum extent permitted by law.

4.3 Integration
These Articles constitute the Corporation’s charter document and supersede all prior inconsistent statements.

5. EXECUTION BLOCK

IN WITNESS WHEREOF, the Incorporator has executed these Articles on the date first above written.

_______________________________________
[NAME OF INCORPORATOR], Incorporator

Signature: _____________________________
Address: [___]

6. REGISTERED AGENT’S CONSENT TO APPOINTMENT

(Required by Fla. Stat. § 607.0501(3))

I, [REGISTERED AGENT NAME], hereby accept the appointment as Registered Agent and agree to act in this capacity.

Signature: _____________________________
Date: _____________________________

[// GUIDANCE:
1. File electronically via Sunbiz.org or mail original + copy + fees to the Florida Department of State, Division of Corporations.
2. Retain stamped copy for the corporate records book.
3. Prepare Bylaws, Organizational Resolutions, EIN application, and initial annual report (due 1 Jan–1 May following formation).]