Florida articles of organization and articles of incorporation, field by field

The two names get mixed up constantly, and many searches for Florida articles of incorporation come from people who want an LLC. The document follows the company type, not the other way round.

Over five years, the state's own fees come to US$680 for the LLC and US$670 for the corporation, filing included. The gap is small. What separates them is how the IRS treats them. A single foreign-owned LLC is disregarded for US income tax, while a corporation pays federal corporate tax of 21% and Florida's 5.5% above US$50,000. Our Florida LLC tax guide walks through it.

Takeaway: most founders abroad want the LLC and its articles of organization; the corporation suits outside investors and share plans.

Pick your company type. The rows come from Sunbiz's online instructions and the paper forms (CR2E047 for LLCs, CR2E010 for corporations), each read alongside the statute behind it.

1. Company nameRequired

   Must end in "Limited Liability Company", "LLC" or "L.L.C." and be distinguishable from every company on file. Don't treat it as yours until Sunbiz files it.

   Any language origin, filed in English lettersPublic

2. Principal officeRequired

   A street address, never a P.O. box. The statute asks for the principal office's street and mailing addresses and nothing more.

   Abroad allowed, on our readingPublic

3. Mailing addressIf different

   Where Florida writes. A P.O. box is fine here.

   Abroad allowedPublic

4. Registered agentRequired

   A Florida resident, or a company active on Florida's records, at a Florida street address. The LLC can't be its own agent.

   Must be in FloridaPublic

5. Agent's signatureRequired

   The agent types its name to accept the duties in section 605.0113. Typing someone's name without permission is forgery.

   Signed by the agentPublic

6. PurposeOptional

   Only a professional LLC must state one specific profession. Everyone else can leave it blank.

   Leave blankPublic if filled

7. Managers or authorized representativesOptional

   Names and street addresses, marked MGR or AR. A person or a company. Sunbiz says: don't list members here.

   Abroad allowedPublic

8. Effective dateOptional

   Up to five business days before receipt, or up to 90 days after.

   Your choicePublic

9. Authorized representative's signatureRequired

   At least one signer, under penalty of perjury, affirming the LLC has or will have a member when it takes effect.

   Can sign from abroadPublic

10. Correspondence name and emailRequired

    The acknowledgement and every future reminder arrive here, including the annual report notice.

    Any inboxPublic record on request

1. Corporate nameRequired

   Must contain Corporation, Company, Incorporated, Corp., Inc. or Co., and be distinguishable on Florida's records.

   Any language origin, filed in English lettersPublic

2. Principal officeRequired

   The street address of the initial principal office. A P.O. box only works as the mailing address.

   Abroad allowed, on our readingPublic

3. Mailing addressIf different

   Any address that reaches you, P.O. boxes included.

   Abroad allowedPublic

4. PurposeOptional

   Sunbiz accepts "any and all lawful business". A professional association must state its profession.

   Leave broadPublic if filled

5. SharesRequired

   The number of shares the corporation may issue. At least one. Par value is optional.

   Your choicePublic

6. Officers and directorsOptional

   Names, titles and street addresses. An officer may be a company; a director must be a person.

   Abroad allowedPublic

7. Registered agentRequired

   Florida street address, no P.O. box, and the agent's signed acceptance under section 607.0505.

   Must be in FloridaPublic

8. IncorporatorRequired

   Name and address of the person who prepares, signs and submits the articles. The role usually ends once filed.

   Abroad allowedPublic

9. Effective dateOptional

   Same window as an LLC. A date outside it is simply not recorded as the effective date, the paper form warns.

   Your choicePublic

10. Correspondence name and emailRequired

    Annual report reminders go to this address.

    Any inboxPublic record on request

Each field follows the Sunbiz instructions for articles of organization and articles of incorporation, and sections 605.0201, 607.0202 and 607.0401 of the Florida Statutes. "On our reading" marks our interpretation where the law is silent.

Takeaway: three lines are required for an LLC, five for a corporation; every optional line you fill becomes public.

Florida doesn't ask whether two names are confusing. It asks whether they're distinguishable on its records, and it lists five differences that don't count: the entity ending, "the" or "a", "and" against "&", singular, plural or possessive, and punctuation or symbols. Florida lists them in section 605.0112 for LLCs and section 607.0401 for corporations. Strip those away and compare what's left.

• No reservations. Florida dropped name reservations and staff name searches. You search, you take the risk of infringement.
• Consent route. A name that isn't distinguishable can still file with the other company's written consent, filed at the same time, unless the names are identical.
• Banned meanings. Nothing implying a purpose the law doesn't allow, or a link to a state or federal agency.
• Fictitious names don't block you. A DBA on file doesn't count against a company name. Our Florida fictitious name guide covers the trade name side.

Takeaway: run the strip test before you file; Sunbiz will run the same one.

The articles ask for three addresses and only one of them has to be in Florida. Your office can stay in .

Banks look past the form. Some US fintech banks that accept owners abroad won't take the agent's address as your business address, so put your real office in the principal office line. The Florida LLC package includes a Florida agent for the first year, and the bank account set up with you.

A company with no agent can be dissolved after notice, and can't sue in Florida until it fixes that. For a corporation a court can add a penalty of up to US$500 (section 607.0501).

Takeaway: real office abroad on the form, Florida agent for the legal mail.

This is the line founders worry about, because it decides whose name strangers can read.

Takeaway: list a manager the bank will recognise; use a company as manager if your name must stay off the record.

Without an effective date, the company exists from the day Sunbiz receives and files the articles. With one, you can backdate up to five business days or postpone up to 90 days. The first annual report is due between 1 January and 1 May of the year after the company takes effect.

The trick works for filings received between 1 October and 31 December. Choose 1 January as the effective date and the company appears on Sunbiz straight away but doesn't exist until New Year, so the first report moves back a full year. Don't trade, sign or open accounts before the effective date if you use it.

The planner counts business days as Monday to Friday. The statute also skips any day national banks close, so near a US federal holiday leave a day spare.

Takeaway: filing in the last quarter? A 1 January effective date skips a US$138.75 report.

From sections 605.0213 and 607.0122 and the Sunbiz fee lists. The corporation's certified copy fee differs between the two; Sunbiz will tell you which it charges at checkout.

1. File online on Sunbiz's e-filing pages, typing every signature. Card payments go through the state's processor.
2. Or mail it to the New Filing Section in Tallahassee with a check to the Florida Department of State.
3. Wait for the acknowledgement. On 12 June 2026, the Division's processing dates page showed online new filings received on 5 June being worked on, about a week. Mail ran slower.
4. Use the document number for the EIN, the bank and any fictitious name you add later.

Over five years the LLC costs Florida US$680: US$125 to form and four reports of US$138.75. The Florida annual fees page has the late fee and dissolution dates.

Takeaway: budget the yearly report, not the filing fee; it's the bigger number over time.

Anyone can open a Florida company's page on Sunbiz free and view the filed documents as images. The articles you sign are one of those images, with every line exactly as you typed it.

Florida has no owner register, and since August 2026 FinCEN no longer asks US-formed companies for beneficial owner reports. The public record is the articles and each yearly report.

Takeaway: type every line as if a customer will read it, because one might.

The Division publishes no list of top rejection reasons. What follows comes from the statute and Sunbiz's instructions: each is a rule a filing has to meet. Tick what you have ready.

If Sunbiz refuses an LLC filing, it must return it or tell you why within 15 days. Send it back corrected within 60 days and ask in writing, and the original filing date stands. Filing is a clerical act, so acceptance doesn't mean the Division approved what you wrote (section 605.0210).

Takeaway: nine checks take five minutes and can save a round trip of up to 15 days.