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Don’t Forget Your Articles of Incorporation


When you form a new company and register it with the state, it will ask you for Articles of Incorporation. Filling out the information online is simple. But just because you can do it simply, doesn’t mean that you should—the online Articles are just the skeleton or baseline for filing valid Articles of Incorporation, they aren’t everything you need to craft Articles that truly work for you and your company.

Your Name Counts

One thing your Articles must have is your company name, which seems like the easy part. Just remember that your company name must designate that you are actually a company—that is, it must have Co. or Corp., in order to designate that you are registering as a corporation as opposed to other types of business entities.

If your company or corporate name isn’t the best to do business with, or isn’t catchy or memorable, that’s OK; you will be able to register a fictitious name, which is the name that you will “advertise to the world.” Your corporation, as you register it, would be the legal owner of the fictitious name, when and if you do decide to get one.

Shareholders and Shares

Your articles don’t have to go into great detail about shareholder rights, how shareholders vote, how shareholders can lose shares, or when and how dividends are paid out.

However, the Articles do have to say how many shares will be issued initially, and designate classes of shareholders. For the purposes of Articles, you only need to say you will have a certain number of a given class of shareholders. You’ll save more detail about shareholder rights and classes, for your bylaws.

Incorporators and Registered Agents

Articles also must designate who the incorporators are. This can be the owners of the company, but don’t have to be. Incorporators are just people who are incorporating the company, giving them the right to sign or file whatever documents necessary to actually start your company.

The State requires that your Articles have a Registered Agent. This is someone who is authorized to accept service of process if you are sued, and who is generally authorized to get any notice from the company. Your resisted agent must reside or be headquartered in Florida, and must accept the position with a letter of acceptance.

Purpose of the Company

Your articles should state the purpose of the company. Many people choose “for any lawful purpose,” which is fine to give your company broad authority to do what it wants (and to expand into other ventures in the future), unless you want to limit the business of your company.

Remember that your Articles are just the start. They are not a replacement for Bylaws, or Management Agreements or other forms of corporate governing documents. Those documents will say more about day to day operations, and the rules that govern your company going forward.

Call our Fort Lauderdale business lawyers at Sweeney Law P.A. at 954-440-3993 today to help you start that new business or draft your corporate documents.




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