Instructions for Articles of Incorporation (FL Non-Profit)

The street address of the corporation’s principal office.

Mailing Address

The corporation’s mailing address, if different from the principal address. (P.O. Box is acceptable.)

Registered Agent Name and Address

• The individual or legal entity that will accept service of process on behalf of the business entity is the registered agent.
• A business entity with an active Florida filing or registration may serve as a registered agent.
• However, an individual or principal associated with the business may serve as the registered agent.
• The registered agent must have a physical street address in Florida.
• Do not list a P. O. Box address.

Registered Agent Name and Address

• The individual or legal entity that will accept service of process on behalf of the business entity is a registered agent.
• A business entity with an active Florida filing or registration may serve as a registered agent.
• An entity cannot serve as its own registered agent.
• An entity cannot serve as its own registered agent. However, an individual or principal associated with the business may serve as the registered agent.
• The registered agent must have a physical street address in Florida.
• Do not list a P. O. Box address.

Registered Agent’s Signature

• The registered agent must sign the application.
• The signature confirms the agent is familiar with and accepts the obligations of s.617.0501, F.S.
• If a business entity is designated as the Agent, a principal (individual) of that entity must sign to accept the obligations.
• If filing online:

• The registered agent must type their name in the signature block.
• Pursuant to s.15.16, F.S., electronic signatures have the same legal effect as original signatures.
• NOTE: Typing someone’s name/signature without their permission constitutes forgery pursuant to s.831.06, F.S.

Corporate Purpose

• A non-profit corporation is required to list a specific purpose.
• Example: church ministry, community outreach, homeowner association, a Masonic organization, care of animals, school, etc.
• If the non-profit will be seeking 501(c)(3) tax-exempt status from the IRS, specific language is required. Check with the IRS prior to filing for appropriate language for your specific situation.

Officer/Director

• The names and street addresses of the officers and/or directors are optional.
• If individuals are listed, enter as Last Name, First Name, Middle Initial.
• If listing directors: list at least 3 directors.
• NOTE: If this entity will be opening a bank account, most financial institutions require this information to be designated in the Department of State’s records.

Manner of Election

• Enter the manner in which your directors will be elected or appointed.
• Examples:
  • As stated by the bylaws.
  • Elected at the annual meeting.

  Effective Date

  • A corporation’s existence begins on the date the Division of Corporations receives and files your Articles unless your Articles of Incorporation specify an acceptable alternate “effective” date.
  • Corporations can specify an effective date that is no more than five business days prior to, or 90 days after, the date the document is received by our office.
  • If you are incorporating between October 1 and December 31 st , but don’t expect to transact business until the next calendar year, avoid filing an annual report form for the upcoming calendar year by listing an effective date of January 1 st .
  • By specifying January 1 st as the effective date, your corporation’s existence will not officially begin until January 1 st of the following calendar year, even though your entity is already on the Division’s records.
  • The January 1 st effective date will allow you to postpone your corporation’s requirement to file an annual report form for one calendar year.

  Incorporator’s Signature

  • Must be signed by at least one person acting as the incorporator.
  • If filing online: The incorporator must type their name in the signature block. Electronic signatures have the same legal effect as original signatures.

  Correspondence Name and Email

  • Please provide a valid email address.
    • If filing online: The filing acknowledgement and certification (if any) will be emailed to this address.
    • All future email communications will be sent to this address, as well.

    Certificate of Status

    • You may request a certificate of status.
    • This item is not required.
    • A certificate of status certifies the status and existence of the corporation and verifies the corporation has paid all fees due this office through a certain date.
    • Fee: $8.75 each

    Certified Copy

    • You may request a certified copy of your Articles of Incorporation.
    • This item is not required.
    • A certified copy will include a filed stamped copy of your Articles of Incorporation and will verify that the copy is a true and correct copy of the document in our records.
    • Fee: $8.75 each

    Annual Report

    • Every corporation is required to file an annual report to maintain an “active” status in our records.
    • If the corporation fails to file the report, it will be administratively dissolved.
    • The filing period for annual reports is January 1 st to May 1 st of the calendar year following the corporation’s date of filing or, if listed, its effective date.
    • The annual report is not a financial statement.
    • The report is used to confirm or update the entity’s information on our records.

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