Florida Department of State

Corporations and LLC filings are handled by the Florida Division of Corporations of the Department of State, whose mailing address is Corporate Filings, P.O. Box 6327, Tallahassee, FL 32314, and whose physical address is 409 E. Gaines Street, Tallahassee, FL 32399.

Florida Division of Corporations

This agency provides some services not provided by the vast majority of state governmental agencies dealing with the formation of corporations and limited liability companies, including legal opinions with respect to matters of Florida law and the ability to reference Florida statutes pertaining to a broad spectrum of issues, rather than just the statutes dealing with the formation of business organizations.

For matters not unique to Florida, but common to many states, see common concerns.

The Division cites as one of its innovative measures the initiation of information sharing with the Department of Revenue to identify foreign business entities doing business in Florida but not registered with the Division. This is of particular interest to those Florida businesses which have elected to incorporate in another state even though their primary place of business is in the state of Florida. Laws requiring such businesses to register as foreign corporations in the state of Florida (or any other state, for that matter) have been in existence for a considerable period of time, but from this comment it appears that the state regards policing those requirements as a matter of some concern.

The general rule in the states is that the date of receipt of the Articles of Incorporation will be the filing date and the effective date for the existence of the corporation. In Florida, as in many of the other states, the effective date can be prior to the date of receipt or subsequent to the date of receipt (within limits specified by state law), provided the effective date is specifically set forth in the Articles of Incorporation. As a consequence of this provision, the existence of the corporation can commence prior to the date of filing or subsequent to the date of filing, based upon a properly worded provision in the Articles of Incorporation. There are also provisions permitting the existence of a limited liability company to commence before or after the date of filing, provided a specific date is set forth in the Articles of Organization.