Florida Articles of Incorporation: Filing, Amendments, and EIN

Florida articles of incorporation are the founding document you file with the state’s Division of Corporations to legally create a corporation, and every filing lives on the public records portal at Sunbiz.org. The document establishes the corporation’s name, structure, and legal contacts, and Florida law dictates exactly what has to appear on it.

What the Articles Must Contain

Florida statutes require every set of articles of incorporation to include a specific set of information. If any of these are missing, the Division of Corporations will reject the filing.

Corporate name, including a designator such as “Corporation,” “Incorporated,” “Company,” or an abbreviation like “Corp.,” “Inc.,” or “Co.” The name must be distinguishable from every other entity already on file.¹
Principal office street address, and a mailing address if different.
Number of shares the corporation is authorized to issue.
Name and Florida street address of the registered agent, along with the agent’s written acceptance of the appointment.²
Name and address of each incorporator signing and filing the articles.³

Optional provisions include a stated business purpose, initial directors and officers, and par value for shares. For most standard for-profit corporations, a purpose clause is not required. Professional corporations and nonprofits follow different rules.⁴

The Registered Agent Requirement

The registered agent is more than a name on a form. Florida requires every corporation to keep a registered agent on file at all times, with a physical Florida street address identical to the registered office.² The agent accepts lawsuits, subpoenas, and government notices for the corporation. Letting the position lapse is grounds for administrative dissolution.

Corporate Name Rules

Florida’s distinguishability standard is stricter than most people expect. Two names that differ only in suffix (“Inc.” versus “Corp.”), punctuation, singular versus plural, or “and” versus an ampersand are not treated as distinguishable.¹ Run a Sunbiz search before you file. If something close is already registered, expect a rejection.

Looking Up Articles on Sunbiz.org

Every set of articles filed in Florida is publicly viewable, free, through the Division of Corporations at Sunbiz.org. From the homepage, use the “Search Records” section. You can search by entity name, officer or registered agent name, document number, federal EIN, or street address and zip code.⁵

Results list each matching entity’s name, document number, and current status: active, inactive, or administratively dissolved. Click the name to reach the detail page, which shows filing history, current officers, registered agent, and annual report information. The original articles are available as a PDF from that page.

The search matches names literally, so small differences in spelling, punctuation, or abbreviation can cause misses. If a name search doesn’t produce the entity you expect, try shorter search terms or search by officer name instead.

Certified Copies and Certificates of Status

Viewing articles on Sunbiz is free, but banks, lenders, and other states often require a certified copy: an official reproduction stamped by the Division confirming the document matches the original on file. Request one by mail with the entity’s name, document number, and the filing date, along with a check or money order for $8.75 per document payable to the Florida Department of State.⁶⁷

A certificate of status is a different document. It confirms the corporation is currently active and in good standing. You can order one online through Sunbiz with a credit or debit card or a prepaid Sunbiz e-file account, and the Division emails it as a PDF.⁸ A certified copy proves what the articles say; a certificate of status proves the corporation is currently authorized to do business.

Amendments to Existing Articles

If you pull up a company on Sunbiz and the details look outdated, the corporation may have filed an amendment. Name changes, changes to authorized shares, and other revisions to the original filing are handled through articles of amendment. The amendment does not replace the original document; it supplements it, and both appear in the filing history.

Florida requires articles of amendment to include the corporation’s name, the exact text of each change, the date of adoption, and a statement of how the amendment was approved, whether by the board alone or with shareholder approval.⁹ When you’re researching a corporation, always read the full filing history. The original articles alone can be misleading.

Annual Reports and Active Status

Filing articles is not a one-time exercise. Every Florida corporation must file an annual report between January 1 and May 1 each year, starting the year after formation.¹⁰ The fee is $150 for profit corporations and $61.25 for nonprofits.¹¹ The report updates officers, directors, registered agent, and principal office address.

Miss the May 1 deadline and a $400 late fee is added for profit corporations. If the report is still not filed by 5 p.m. on the third Friday of September, the Division administratively dissolves the corporation at the close of business on the fourth Friday of September.¹² The articles still exist on file, but the corporation has lost its authority to operate.

Reinstatement After Dissolution

A dissolved corporation can apply for reinstatement at any time; Florida imposes no deadline. The application requires signatures from both the registered agent and an officer or director, and the corporation must pay all overdue fees and penalties at the rates in effect when it applies.¹³ Once reinstated, the corporation’s legal status relates back to the date of dissolution, so the gap is treated as though it never happened.

One catch: the dissolved corporation’s name is only protected for one year after dissolution. If another entity has claimed it in the meantime, the corporation must amend its articles to adopt a new name before the Division will process the reinstatement.¹³

Getting an EIN After Filing

Once Florida has processed your articles, the next step for most corporations is a federal Employer Identification Number from the IRS. File with the state first. The IRS requires the corporation’s legal name exactly as it appears on the state filing, and applying before Florida processes your articles can create name mismatches that require correction paperwork later.¹⁴

The IRS online application is free, available for entities with a principal place of business in the United States, and issues the EIN immediately in most cases. You’re limited to one EIN application per responsible party per day.¹⁴

1
Florida Senate. Florida Code 607.0401 – Corporate Name
2
Florida Senate. Florida Statutes 607.0501 – Registered Office and Registered Agent
3
Florida Senate. Florida Statutes 607.0202 – Articles of Incorporation Content
4
Florida Department of State. Instructions for Articles of Incorporation (FL Profit)
5
Florida Department of State. Search Records – Division of Corporations
6
Florida Department of State. Certified Copy – Request by Mail
7
Florida Department of State. Fees
8
Florida Department of State. Order Certificate of Status – Division of Corporations
9
Florida Senate. Florida Statutes 607.1006 – Articles of Amendment
10
Florida Senate. Florida Statutes 607.1622 – Annual Report for Department
11
Florida Department of State. File Annual Report – Division of Corporations
12
Justia Law. Florida Statutes 607.1420 – Administrative Dissolution
13
Florida Senate. Florida Statutes 607.1422 – Reinstatement Following Administrative Dissolution
14
Internal Revenue Service. Get an Employer Identification Number