PDF document

- 1 -

FLORIDA DEPARTMENT OF STATE
DIVISION OF CORPORATIONS

INSTRUCTIONS FOR A FLORIDA PROFIT BENEFIT CORPORATION

The following are instructions, a cover letter and sample articles of incorporation for a benefit corporation
pursuant to Part III of Chapter 607 and 621 Florida Statutes (F.S.), if applicable.

NOTE: THIS IS A BASIC FORM MEETING MINIMAL REQUIREMENTS FOR FILING
ARTICLES OF INCORPORATION.

The Division of Corporations strongly recommends that corporate documents be reviewed by your legal
counsel. The Division is a filing agency and as such does not render any legal, accounting, or tax advice.

This office does not provide you with corporate seals, minute books, or stock certificates. It is the
responsibility of the corporation to secure these items once the corporation has been filed with this office.

Questions concerning S Corporations should be directed to the Internal Revenue Service by telephoning
1-800-829-1040. This is an IRS designation, which is not determined by this office.

A preliminary search for name availability can be made on the Internet through the Division’s records at
www.sunbiz.org. Preliminary name searches and name reservations are no longer available from the
Division of Corporations. You are responsible for any name infringement that may result from your
corporate name selection.

Pursuant to Chapter 607 or 621 F.S., the articles of incorporation must set forth the following:

Article I: The name of the corporation must include a corporate suffix such as Corporation,
Corp., Incorporated, Inc., Company, or Co.

A Professional Association must contain the word “chartered” or “professional
association” or “P.A.”.

Article II: The principal place of business and mailing address of the corporation. The principal
address must be a street address. The mailing address, if different, can be a P.O. Box
address.

Article III: ● Include a general business purpose or specific professional service, if a professional
benefit corporation.
● Include general and/or specific public benefit(s) to be created by the
corporation.

Article IV: The number of shares of stock that this corporation is authorized to have must be
stated.
INHS75 (6/14)

- 2 -

Enlarge image

Article V: The names, address and titles of the Directors/Officers/Benefit Director/Benefit Officer
(optional). The names of officers/directors may be required to apply for a license, open a
bank account, etc.

Article VI: The name and Florida Street address (P.O. Box NOT acceptable) of the initial Registered
Agent. The Registered Agent must sign in the space provided and type or print his/her
name accepting the designation as registered agent.

Article VII: The name and address of the Incorporator. The Incorporator must sign in the space
provided and type or print his/her name below signature.

The “incorporator” is the person who prepares and signs the Articles of
Incorporation and then submits them for filing to the Division of Corporations.
The function of the incorporator usually ends after the corporation is filed.

Part VIII: Include additional qualifications of Benefit Director, if any.

An Effective Date: Add a separate article if applicable or necessary: An effective date may be
added to the Articles of Incorporation, otherwise the date of receipt will be the file
date. (An effective date can not be more than five (5) business days prior to the
date of receipt or ninety (90) days after the date of filing). If a corporation is filed
st st
anytime prior to December 31 , an annual report will be due on January 1 .

Important Information About the Requirement to File an Annual Report
All Florida Profit Corporations must file an Annual Report yearly to maintain “active” status. The first
report is due in the year following formation. The report must be filed electronically online between
st st st
January 1 and May 1 . The fee for the annual report is $150. After May 1 a $400 late fee is added to the
annual report filing fee. “Annual Report Reminder Notices” are sent to the e-mail address you provide us
st
when you submit this document for filing. To file any time after January 1 , go to our website at
st
www.sunbiz.org. There is no provision to waive the late fee. Be sure to file before May 1 .
**********************************************************************************
The fee for filing a profit corporation is:
Filing Fee $35.00
Designation of Registered Agent $35.00
Certified Copy (optional) $ 8.75 (plus $1 per page for each page over 8, not to exceed a
maximum of $52.50).
Certificate of Status (optional) $ 8.75

Make checks payable to: Florida Department of State

Mailing Address: Street Address:
Registration Section Registration Section
Division of Corporations Division of Corporations
P.O. Box 6327 The Centre of Tallahassee
Tallahassee, FL 32314 2415 N. Monroe Street, Suite 810
Tallahassee, FL 32303

- 3 -

Enlarge image

                                 FLORIDA PROFIT BENEFIT CORPORATION 
 
                                            COVER LETTER 
 
Department of State 
New Filing Section 
Division of Corporations 
P. O. Box 6327 
Tallahassee, FL  32314 
 
SUBJECT:                                                                                                           
                                 (PROPOSED CORPORATE NAME – MUST INCLUDE SUFFIX) 
 
Enclosed are an original and one (1) copy of the articles of incorporation and a check for: 
 
   $70.00         $78.75                                  $78.75                 $87.50 
  Filing Fee                   Filing Fee                  Filing Fee              Filing Fee, 
                               & Certificate of Status     & Certified Copy        Certified Copy 
                                                                                   & Certificate of 
                                                                                   Status 
                                                           ADDITIONAL COPY REQUIRED 
 
   FROM:                                                                                                         
                                                       Name (Printed or typed) 
                                                           
                                                         Address 
                                                           
                                                       City, State & Zip 
                                                           
                                            Daytime Telephone number 
 
                                             E-mail address: (to be used for future annual report notification) 
 
                              NOTE:  Please provide the original and one copy of the articles.

- 4 -

Enlarge image

           ARTICLES OF INCORPORATION FOR FLORIDA PROFIT BENEFIT CORPORATION 
                                        In compliance with Chapter 607 and/or Chapter 621, F.S. (Profit) 
                                                                     
ARTICLE I       NAME 
The name of the benefit corporation shall be:___________________________________________________________________ 
 
ARTICLE II      PRINCIPAL               OFFICE 
                                Principal street address                                       Mailing address, if different is: 
                                                                                                                                                               
ARTICLE III BENEFIT           STATEMENT         AND BUSINESS       PURPOSE 
The corporation elects to be a benefit corporation in accordance with s. 607.603, F.S. 
The purpose for which the corporation is organized is to create a general public benefit and:  
 
The general and/or specific public benefit(s) to be created by the corporation (in addition to its general purpose) is/are as 
follows (optional): 
 
ARTICLE IV     SHARES 
The number of shares of stock is:__________________________________ 
 
ARTICLE  V      INITIAL OFFICERS, DIRECTORS, BENEFIT DIRECTOR AND BENEFIT OFFICER (if Applicable) 
          
          Name and Title:                                                         Name and Title:                                  
           
          Address                                                             Address:                                             
                            
             Name and Title:                                                      Name and Title:                                  
           
          Address                                                             Address:

- 5 -

Enlarge image

             Name and Title:                                              Name and Title:                                 
           
          Address                                            Address:                                                     
                       
             If applicable, BENEFIT DIRECTOR:              If applicable, BENEFIT OFFICER:  
                 
             Name :                                          Name:                                                        
           
          Address                                            Address:                                                     
                       
ARTICLE VI      REGISTERED AGENT 
The name and Florida street address (P.O. Box NOT acceptable) of the registered agent is: 
        
 Name:                                                                                                   
        
 Address:                                                                                        
                                
ARTICLE VII    INCORPORATOR 
 
The name and address of the Incorporator is: 
   
     Name:                                                                                               
  
     Address:                                                                                    
   
ARTICLE VIII   ADDITIONAL QUALIFICATIONS OF BENEFIT DIRECTOR, IF ANY:  
 
Having been named as registered agent to accept service of process for the above stated corporation at the place designated in this 
certificate, I am familiar with and accept the appointment as registered agent and agree to act in this capacity 
 
                               Required Signature/Registered Agent                                                 Date 
 
I submit this document and affirm that the facts stated herein are true. I am aware that the false information submitted in a 
document to the Department of State constitutes a third degree felony as provided for in s.817.155, F.S. 
 
Required Signature/Incorporator                                               Date

PDF file checksum: 286615774

(Plugin #1/9.12/13.0)