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The Florida Statutes

The 2023 Florida Statutes (including Special Session C)

Chapter 617
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F.S. 617.0202
617.0202 Articles of incorporation; content.
(1) The articles of incorporation must set forth:
(a) A corporate name for the corporation that satisfies the requirements of s. 617.0401.
(b) The street address of the initial principal office and, if different, the mailing address of the corporation;
(c) The purpose or purposes for which the corporation is organized;
(d) A statement of the manner in which the directors are to be elected or appointed. In lieu thereof, the articles of incorporation may provide that the method of election of directors be stated in the bylaws;
(e) Any provision, not inconsistent with this act or with any other law, which limits in any manner the corporate powers authorized under this act;
(f) The street address of the corporation’s initial registered office and the name of its initial registered agent at that address together with a written acceptance of appointment as a registered agent as required by s. 617.0501; and
(g) The name and address of each incorporator.
(2) The articles of incorporation may set forth:
(a) The names and addresses of the individuals who are to serve as the initial directors;
(b) Any provision not inconsistent with law, regarding the regulation of the internal affairs of the corporation, including, without limitation, any provision with respect to the relative rights or interests of the members as among themselves or in the property of the corporation;
(c) The manner of termination of membership in the corporation;
(d) The rights, upon termination of membership, of the corporation, the terminated members, and the remaining members;
(e) The transferability or nontransferability of membership;
(f) The distribution of assets upon dissolution or final liquidation or, if otherwise permitted by law, upon partial liquidation;
(g) If the corporation is to have one or more classes of members, any provision designating the class or classes of members and stating the qualifications and rights of the members of each class;
(h) The names of any persons or the designations of any groups of persons who are to be the initial members;
(i) A provision to the effect that the corporation will be subordinate to and subject to the authority of any head or national association, lodge, order, beneficial association, fraternal or beneficial society, foundation, federation, or other corporation, society, organization, or association not for profit; and
(j) Any provision that under this act is required or permitted to be set forth in the bylaws. Any such provision set forth in the articles of incorporation need not be set forth in the bylaws.
(3) The articles of incorporation need not set forth any of the corporate powers enumerated in this act.
History.s. 17, ch. 90-179; s. 50, ch. 93-281; s. 1, ch. 96-343.