BUSW 390 EmbryRiddle Aeronautical University Business Law Sallys Request Paper

Sally’s Request

Sally texts you, “I understand that we need to file the Articles of Incorporation. What exactly are they?”  You explain, “The articles of incorporation are just a set of documents filed with the government to legally document the creation of a corporation. It asks for general information about the corporation, such as the business’s name and location.”

For more information, see:

Articles of Incorporation: What New Business Owners Should Know (Business News Daily)Links to an external site.

Download and complete the following document:

Instructions For a Profit Corporation (DOCX).

Download Instructions For a Profit Corporation (DOCX).

Perform your due diligence and review the official requirements for completing the Articles of Incorporation. Use the information provided in the Sally case study and your business plan information to populate the Articles of Incorporation. Where information is not available, develop answers based on the facts.

Here is some information about each of the articles:

Article I: The corporation’s name 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: Specific purpose for a “Professional corporation”

Article IV: The number of shares of stock that this corporation is authorized must be stated.

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

Article VI: The initial registered agent’s name and Florida street address (P.O. Box NOT acceptable). The registered agent must sign in the space provided and type or print their name, accepting the designation as a registered agent.

Article VII: The name and address of the incorporator. The incorporator must sign in the space provided and type or print their name below the 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.

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 filing date. (An effective date cannot be more than five (5) days prior to the date of receipt or ninety (90) days after the date of filing). If a corporation is filed prior to December 31st, an annual report will be due on January 1st.

FLORIDA DEPARTMENT OF STATE
DIVISION OF CORPORATIONS
INSTRUCTIONS FOR A PROFIT CORPORATION
The following are instructions, a cover letter and sample articles of incorporation pursuant to Chapter 607
and 621 Florida Statutes (F.S.).
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:
Specific Purpose for a “Professional Corporation”
Article IV:
The number of shares of stock that this corporation is authorized to have must be
stated.
CR2E010 (09/16)
Article V:
The names, address and titles of the Directors/Officers (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.
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) days prior to the date of
receipt or ninety (90) days after the date of filing). If a corporation is filed
anytime prior to December 31st, an annual report will be due on January 1st.
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
January 1st and May 1st. The fee for the annual report is $150. After May 1st 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
when you submit this document for filing. To file any time after January 1st, go to our website at
www.sunbiz.org. There is no provision to waive the late fee. Be sure to file before May 1st.
**********************************************************************************
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:
New Filing Section
Department of State
Division of Corporations
P.O. Box 6327
Tallahassee, FL 32314
(850) 245-6052
Street Address:
New Filing Section
Department of State
Division of Corporations
The Centre of Tallahassee
2415 N. Monroe Street, Suite 810
Tallahassee, FL 32303
(850) 245-6052
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
Filing Fee
☐ $78.75
Filing Fee
& Certificate of Status
☐ $78.75
Filing Fee
& Certified Copy
☐ $87.50
Filing Fee,
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.
ARTICLES OF INCORPORATION
In compliance with Chapter 607 and/or Chapter 621, F.S. (Profit)
ARTICLE I
NAME
The name of the corporation shall be:
ARTICLE II
PRINCIPAL OFFICE
Principal street address
Mailing address, if different is:
ARTICLE III PURPOSE
The purpose for which the corporation is organized is:
ARTICLE IV SHARES
The number of shares of stock is:
ARTICLE V
INITIAL OFFICERS AND/OR DIRECTORS
Name and Title:
Name and Title:
Address
Address:
Name and Title:
Name and Title:
Address
Address:
Name and Title:
Name and Title:
Address
Address:
Name and Title:
Name and Title:
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 EFFECTIVE DATE:
Effective date, if other than the date of filing:
. (OPTIONAL)
(If an effective date is listed, the date must be specific and cannot be more than five days prior or 90 days after the
filing.)
Note: If the date inserted in this block does not meet the applicable statutory filing requirements, this date will not be listed as
the document’s effective date on the Department of State’s records.
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