Page 24 - Akerman | 2016 Guide to Doing Business in Florida
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but the incorporator may indicate a delayed effective date and time. In such case, the
corporation will become effective on the specified date and time.
The Articles of Incorporation must contain the following information:
a. Name of the Corporation. The name of the corporation must include in it a
word such as “Corporation,” “Company,” “Incorporated,” or some abbreviation
thereof, such as will clearly indicate that it is a corporation. A Professional
Association must contain the words “Chartered” or “Professional Association”.
The name may not imply that the corporation is organized for a purpose other
than that of a corporation, may not imply that it is connected to a government
agency, and must be distinguishable from other entities or filings registered
with the Division of Corporations;
b. Incorporators. The name and address of each incorporator;
c. Registered Agent and Office. The street address of the corporation’s initial
registered office and the name of its initial registered agent at that office,
together with written acceptance stating that the registered agent is familiar
with, and accepts, the obligations of the position;
d. Street and Mailing Addresses. The street address and, if different from the
street address, the mailing address of the initial principal office of the
corporation;
e. Number of Authorized Shares. The number of shares the corporation is
authorized to issue; and
f. Describe Preemptive Rights. If any preemptive rights are to be granted to
shareholders, the provision for such rights must be set forth in the Articles of
Incorporation.
The Articles of Incorporation may also optionally contain the following information:
a. Initial Directors. The name and addresses of the individuals who shall serve
as the initial directors;
b. Purpose. The purpose or purposes for which the corporation is organized,
provided such purpose is not inconsistent with the law;
c. Par Value. A par value for authorized shares or classes of shares;
d. Powers. Provided that it is not inconsistent with Florida law, a provision
defining, limiting, and regulating the powers of the corporation and its board of
directors and shareholders;
e. Personal Liability. Provided that it is not inconsistent with Florida law, a
provision setting forth the imposition of personal liability on shareholders for
the debts of the corporation to a specified extent and upon specified
conditions;
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