A South Florida founder downloads a sample, fills in the blanks, and files it on Sunbiz before checking whether the entity type, share structure, or registered agent fits the business. That approach can create a company, but it can also leave the founders with an unusable capitalization plan, the wrong tax structure, or a filing that doesn't match how the business operates.

Samples of articles of incorporation are starting points, not plug-and-play legal documents. The right choice depends on funding plans, ownership, licensing, tax elections, and where the company does business. The seven examples below follow a practical decision path: Florida corporate and LLC options first, then Delaware structures for companies driven by institutional financing or complex ownership. Founders who prefer Spanish can also seek bilingual formation support. For an international comparison, see these UAE incorporation options for founders.

Table of Contents

• 1. Florida Profit Corporation Articles of Incorporation
  • The clause that creates the most trouble
  • Filing decisions to make
• 2. Florida Corporation Articles Designed for an S Corporation Election
  • Keep economic rights uniform
  • The timing decision
• 3. Florida Professional Corporation Articles
  • Licensing controls the ownership clause
• 4. Florida LLC Articles of Organization
  • The operating agreement carries the detail
  • When the Florida LLC is the practical answer
• 5. Delaware Certificate of Incorporation for a General C Corporation
• 6. Delaware Certificate for a Venture-Backed Startup
• 7. Delaware LLC Certificate of Formation
• Comparison of 7 Incorporation & Formation Samples
• From Sample Template to Filed Entity

1. Florida Profit Corporation Articles of Incorporation

A Florida for-profit corporation is the standard starting point for a South Florida company that needs stock, a board, and a corporate structure. The filing goes to the Florida Division of Corporations, commonly known as Sunbiz, under Chapter 607 of the Florida Statutes. Florida law requires the articles to state the corporate name, principal-office address, authorized share count, registered office and agent, and each incorporator's name and address. The statute also permits provisions addressing purposes, directors, board and shareholder powers, par value, share classes, and preemptive rights. Florida Statute §607.0202

A Miami-Dade e-commerce brand might use this form to issue founder shares and reserve equity for early hires. A Fort Lauderdale contractor might incorporate before bidding on commercial work that requires a corporate bidder. In both cases, the public articles establish the entity, but the bylaws, stock-purchase agreements, board consent, and cap table complete the formation package.

The clause that creates the most trouble

The authorized-share provision deserves more attention than the name field. Authorized shares are the maximum the company may issue under its articles. They aren't the same as the shares founders receive at formation. If the company later needs to issue equity beyond the authorized amount, it may need an amendment before completing the transaction.

Practical rule: Build the articles around the cap table, not around the number of shares founders expect to receive on the filing date.

A venture-track company may authorize 10,000,000 common shares, but that number must reflect the financing plan and legal advice. Don't assume a large number is automatically better. The authorized amount can affect later amendments and governance decisions.

Filing decisions to make

• Name availability: Search Sunbiz before filing, and consider a name reservation before committing to contracts or branding.
• Registered agent: Use someone reliably available at the Florida address because official notices and legal process go there.
• Internal documents: Prepare bylaws and an initial board consent alongside the articles so the company can open its bank account and issue stock correctly.
• Annual compliance: Calendar the Florida annual report deadline of May 1 and the applicable annual report fee. Florida Division of Corporations guidance

The financing decision is straightforward. Choose this template when the company needs corporate stock but doesn't yet require Delaware venture-charter conventions. Confirm the share class, par value, and authorized amount before filing.

2. Florida Corporation Articles Designed for an S Corporation Election

An S corporation isn't a separate Florida entity. It's a federal tax status elected by an otherwise eligible corporation through IRS Form 2553. The Florida articles still matter because the corporation's stock structure must support the election. The IRS requires an S corporation to have one class of stock, and provisions that create different economic rights can threaten the intended tax treatment.

This structure can fit a two-partner Coral Gables dental practice, a family-owned Hialeah distributor, or another owner-operated company that wants corporate liability protection and a pass-through tax election. It usually doesn't fit a startup expecting institutional venture capital, preferred stock, or complex investor rights.

Keep economic rights uniform

The most common drafting error is treating the S election as an accounting choice only. The articles, shareholder agreement, stock terms, and side arrangements all need to preserve one economic class.

• Stock structure: Authorize a single class of common stock.
• Distribution rights: Don't give one shareholder a preferential right to profits or liquidation proceeds.
• Transfers: Restrict transfers to people and entities that can remain eligible S-corporation shareholders.
• Departures: Use a buy-sell mechanism for a shareholder who becomes ineligible or leaves the business.
• Compensation: Document reasonable officer compensation before distributions are made.

The filing itself doesn't create S-corporation status. The corporation must make the federal election and confirm its eligibility with a tax professional. Founders considering a change in tax classification can review this C corporation to S corporation conversion guide, but the election should be coordinated with a CPA and business attorney.

The timing decision

The IRS generally requires Form 2553 within two months and fifteen days after the beginning of the tax year for which the election should apply, or within 75 days of formation for a new corporation. IRS guidance on S corporation elections

The financing consequence is decisive. An S corporation may work well for a closely held operating business, but it generally conflicts with the ownership flexibility investors expect from a venture-backed company. Don't select this sample merely because it sounds tax-efficient. Match the election to the people who may own the company, the rights they need, and the financing you expect.

3. Florida Professional Corporation Articles

A Florida professional corporation, often organized as a professional association or P.A., serves licensed professionals who practice through a corporate entity. Chapter 621 governs these structures. The appropriate sample must reflect the profession, the permitted corporate name, and the licensing restrictions that apply to ownership and practice.

A Coral Gables medical group might form a Florida P.A. with several physician shareholders. A Fort Lauderdale CPA firm might use one to admit licensed partners under a defined buyout arrangement. Attorneys, dentists, engineers, accountants, and physicians should not assume that a generic Chapter 607 corporate form will satisfy professional-practice rules.

Licensing controls the ownership clause

The clause that causes the most trouble is usually the professional purpose and ownership language. The articles should not suggest that unlicensed people can own or control a professional practice where Florida law or the applicable licensing board prohibits it.

Before filing, confirm:

• Name designator: Verify the approved ending and naming requirements with the relevant licensing board.
• Shareholders: Confirm that each incorporator and initial shareholder holds the required current Florida license.
• Purpose: Describe the professional service accurately instead of using an overly broad business-purpose clause.
• Departures: Add a buy-sell or repurchase mechanism for a shareholder who loses licensure or stops practicing.
• Records: Keep professional records, business records, and insurance documentation separate.

A professional corporation's formation document can't solve a licensing problem. The entity must remain aligned with the people who are legally authorized to provide the service.

The tax decision depends on the practice's ownership and compensation model. A professional corporation may later consider a C-corporation or S-corporation tax election, but the tax choice cannot override professional ownership rules. Have counsel review the articles whenever a licensed shareholder joins or leaves. That review is often more important than copying a polished sample.

4. Florida LLC Articles of Organization

An LLC doesn't file articles of incorporation. It files Articles of Organization under Florida's Revised Limited Liability Company Act, Chapter 605. The document is usually the better fit for freelancers, family businesses, real estate holding companies, and small operating businesses that need liability protection with flexible management and tax treatment.

A South Florida real estate investor might create a separate Florida LLC for each rental property. A two-founder design studio in Wynwood might use a member-managed LLC with an operating agreement that addresses profit sharing, voting, capital contributions, and departures.

The operating agreement carries the detail

The filing creates the LLC, but the operating agreement usually does the heavy governance work. Florida doesn't require the agreement to be filed with the state, which makes it possible to keep detailed ownership and decision rules private.

Specify whether the LLC is member-managed or manager-managed. Leaving that decision unclear can create confusion over who may sign contracts, move money, or approve major transactions. The agreement should also address transfer restrictions, deadlock, capital calls, distributions, and what happens if a member dies or exits.

The tax decision is more flexible than with a corporation. An LLC may use its default federal tax classification or consider a corporate election, depending on ownership and tax advice. That flexibility is useful, but it doesn't replace a written agreement or a real tax plan.

When the Florida LLC is the practical answer

• Local operations: Use a Florida LLC when the business operates primarily in Florida and Delaware offers no clear financing or governance benefit.
• Risk separation: Consider separate entities for rental property, equipment, or another high-risk asset.
• Banking: Obtain an EIN after formation and keep state formation records, organizational approvals, and the IRS confirmation together.
• Compliance: Keep the registered agent current and calendar the Florida annual report deadline.

Review this guide to forming an LLC in Florida before filing. An LLC can be an efficient structure, but it becomes fragile when the members use personal accounts, skip the operating agreement, or treat separate entities as one business.

5. Delaware Certificate of Incorporation for a General C Corporation

A Delaware corporation files a Certificate of Incorporation with the Delaware Division of Corporations. The certificate must state the corporation's name, Delaware registered office and agent, business purpose, incorporator, and authorized stock terms. If the corporation will issue multiple classes, the document must identify each class, its authorized shares, and its par-value treatment. The governing framework is the Delaware General Corporation Law.

For a South Florida founder, the decision turns on the company's next financing or ownership event. Institutional investors, an experienced board, or a likely acquisition may justify Delaware's corporate-law framework. A local service company with no outside investors may gain little from forming there and may instead face foreign-registration work in Florida. Delaware corporate-law materials report 289,810 new business-entity formations in 2024, including 58,313 corporations, and state that 81% of companies launching an initial public offering on a U.S. stock exchange chose Delaware. Delaware corporate-law materials

The clause that most often creates trouble is the authorized-stock provision. The certificate should match the capitalization plan, including founder shares, employee equity, and expected financing. Many venture-oriented forms use 10,000,000 authorized common shares, but that figure is an example, not a filing rule. The board-exculpation provision permitted under DGCL §102(b)(7) also belongs in the review, subject to statutory limits.

Before filing, confirm four operational points:

• Registered agent: Keep an eligible Delaware registered office and agent.
• Florida registration: Register as a foreign corporation if the company has a Florida office, employees, or regular business activity.
• Annual compliance: Calendar Delaware's franchise-tax deadline of March 1.
• Stock terms: Confirm whether shares have par value or no par value and whether the authorized amount fits the cap table.

Authorized shares affect the initial filing charge. Delaware's filing statute uses $0.02 for each of the first 20,000 par-value shares, $0.01 for shares from 20,001 through 200,000, and $0.004 for shares above 200,000. No-par shares follow a different schedule, and the minimum original-certificate fee is $15. Review the Delaware filing-fee provisions before selecting the stock structure.

Use the completed cap table, financing plan, and Florida operating footprint to test the sample. Founders can also review this guide on how to incorporate in Delaware before filing.

6. Delaware Certificate for a Venture-Backed Startup

A Miami technology company preparing for a priced seed round may need more than a basic Delaware corporate form. The charter usually authorizes blank-check preferred stock under DGCL §151, allowing the board to create a preferred series later and set rights such as liquidation preference, dividends, voting, and conversion, subject to the charter and required approvals.

The same choice applies to an accelerator company converting from an LLC before institutional financing. Investors generally want founders and employees to hold common stock while the charter gives the company authority to issue the preferred series required by the financing documents.

Read the preferred-stock provision against the term sheet. A sample can give the board designation authority yet fail to accommodate protective provisions, conversion mechanics, or liquidation rights requested by investors. That mismatch can force charter changes during the financing and delay closing.

Use this review sequence:

1. Common shares: Authorize enough shares for founder issuances, the employee option pool, and the financing under consideration.
2. Preferred authority: Give the board workable designation power, then compare the language with the investor's requested terms.
3. Cap table: Match the certificate to every planned issuance. The company cannot cleanly issue preferred shares that the filed charter does not authorize.
4. Tax planning: Model the authorized amount and par-value structure because Delaware franchise-tax calculations may depend on the stock terms.
5. Founder stock: Coordinate any applicable 83(b) election with restricted founder shares. The election deadline is 30 days after issuance. Review the IRS instructions for Form 15620.

The preferred-stock clause should anticipate the financing, but it should not guess at deal terms the company has not negotiated.

A company starting as an LLC should plan the conversion before a priced round. Institutional investors commonly require a corporation with a financing-ready charter. Founders reviewing the fundraising process can consult this guide on how to raise venture capital in 2026, then confirm current legal and market requirements with counsel.

Choose this sample because the company expects institutional investment. Delaware's name on another startup's filing is not a sufficient reason.

7. Delaware LLC Certificate of Formation

A Delaware LLC may fit a company that owns intellectual property and licenses it to a Florida operating business. It may also suit investors pooling capital to acquire South Florida commercial property. The filing itself is short under Title 6, Chapter 18 of the Delaware Code. The operating agreement must carry the substantive deal terms, including capital contributions, transfer restrictions, management rights, distributions, and dissolution triggers.

The filing office is the Delaware Division of Corporations. The clause that creates the most practical risk is often outside the certificate: the operating agreement's rules for member authority, transfers, and distributions. Those provisions determine who can bind the company, who may receive an interest, and how investors recover capital.

Choose this structure when contractual flexibility matters more than a corporate board and preferred-stock framework. If the business operates in Florida, it may need foreign qualification there. The company then maintains Delaware obligations and Florida registration, reporting, and recordkeeping.

Before filing, make four decisions:

• Operating agreement: Complete the agreement before accepting money or signing major contracts. State contribution obligations, voting rights, transfer limits, distributions, and dissolution procedures.
• IP structure: Use a separate Delaware LLC for intellectual-property ownership only when the licensing arrangement and tax treatment support that separation.
• Florida registration: Register as a foreign LLC if the company transacts business in Florida. Keep the Florida records and filings current.
• Conversion planning: Decide early whether the business may convert to a Delaware corporation. Venture investors often require a corporate form and a financing-ready charter.

The Delaware LLC annual tax deadline is June 1. Calendar it separately from the Florida annual report. Missing either obligation can create avoidable compliance problems.

Federal tax administration follows a separate process. After formation, obtain an EIN using the actual responsible party, rather than a nominee who handled the filing. Follow the IRS EIN guidance.

A Delaware LLC works well as a holding or investment vehicle when its contractual and tax structure has a defined purpose. A South Florida startup expecting venture financing should review conversion mechanics before issuing membership interests. The later restructuring can affect ownership records, tax treatment, and investor negotiations.

Comparison of 7 Incorporation & Formation Samples

Form / Template	Implementation complexity	Resource requirements	Expected outcomes	Ideal use cases	Key advantages
Florida Profit Corporation Articles of Incorporation (Chapter 607 C‑Corp)	Moderate, standard corporate filing plus bylaws and minutes	$70 filing, Florida registered agent, bylaws, board/shareholder documentation, annual report ($150)	Legal corporate existence, ability to issue stock, limited liability, default C‑Corp taxation	Startups seeking outside investors, businesses needing stock issuance or formal board structure	Recognized by banks/investors, stock issuance flexibility, strong liability shield, no FL personal income tax
Florida Corporation Articles Designed for S‑Corporation Election (Single Class of Stock)	Low–moderate, similar filing but must ensure single class and compliance for S election	$70 filing, registered agent, shareholder agreement, timely IRS Form 2553 and CPA review	Pass‑through taxation (if elected), one class of stock, limited liability	Small owner‑operated businesses, medical/consulting practices, family firms	Avoids corporate‑level tax, simpler governance, potential payroll/distribution tax benefits
Florida Professional Corporation Articles (P.A. / Chartered Practice)	Moderate, additional licensing requirements and name/designator rules	$70 filing plus any licensing board approvals, licensed shareholders only, buy‑sell/succession docs	Professional corporate structure, limited liability for non‑professional claims, restricted ownership	Licensed professionals (physicians, attorneys, CPAs, engineers)	Licensing board recognition, structured succession planning, tax planning options
Florida LLC Articles of Organization (Chapter 605)	Low, straightforward filing; operating agreement governs internal rules	$125 filing, Florida registered agent, operating agreement, EIN, annual report (~$138.75)	Limited liability with default pass‑through taxation, flexible management via operating agreement	Small businesses, real estate holding entities, freelancers, family businesses	Fewer formalities than corporations, customizable profit splits, tax flexibility
Delaware Certificate of Incorporation for a General C‑Corporation (DGCL §102)	Moderate–high, Delaware charter drafting with optional advanced provisions	Filing fee from $89, Delaware registered agent, possible Florida foreign qualification, annual Delaware franchise tax (min $175)	Delaware corporate existence with strong case law, investor familiarity, charter flexibility	Companies planning institutional VC, IPO, or complex M&A	Predictable Chancery Court precedents, investor/market acceptance, advanced governance options
Delaware Certificate of Incorporation for a Venture‑Backed Startup (Blank‑Check Preferred)	High, detailed charter to enable future series and investor terms	Filing fee, Delaware registered agent, experienced counsel, larger authorized share counts (affects franchise tax)	Investor‑ready charter permitting board‑designated preferred series, scalable cap table	Seed and Series A startups preparing for venture financing	Blank‑check preferred flexibility, aligns with VC term sheets, simplifies subsequent financings
Delaware LLC Certificate of Formation (6 Del. C. §18‑201)	Low–moderate, simple formation but requires a robust operating agreement for structure	$110 filing, Delaware registered agent, $300 annual LLC tax, possible Florida foreign registration	Highly flexible contractual governance, member privacy, easy conversion path to corporation	IP holding companies, investment pools, founders wanting contractual flexibility	Strong contract enforceability, owner privacy on public record, streamlined conversion to corp

From Sample Template to Filed Entity

The right sample is the one that matches the company's funding plan, tax election, licensing requirements, and operating location. A Florida corporation may be the cleanest choice for a local company that needs stock and a board. A Florida LLC may be more practical for a closely held operating business or property owner. A professional corporation adds licensing constraints. Delaware becomes more compelling when institutional investors, preferred stock, board sophistication, or a future acquisition drives the decision.

Don't file before checking the business name on Sunbiz and confirming that the registered agent can receive legal notices at the stated address. Compare the authorized shares and classes against the cap table, planned option pool, and foreseeable financing. If the company will issue preferred stock, the certificate must authorize it with enough precision for investor diligence and closing documents.

Formation also has a federal follow-through. The IRS says a business should form or register with the state before applying for an EIN, and the application must identify the actual responsible party. The incorporator, registered agent, director, principal officer, and EIN responsible party may be different people. Keep those roles separate in the formation worksheet and company records. IRS entity-formation guidance

Prepare the bylaws or operating agreement at the same time as the public filing. Add the initial board or member approvals, founder equity documents, and any applicable transfer restrictions. Articles are public formation documents, not a complete founder-protection package. Detailed vesting, deadlock rules, voting procedures, ownership transfers, and financing terms usually belong in private governance and transaction documents.

Finally, calendar the relevant annual obligations. Florida corporations and LLCs have Florida annual-report requirements, while Delaware corporations and LLCs have separate Delaware deadlines. Federal beneficial-ownership rules have also changed. FinCEN's 2025 interim final rule exempted entities created in the United States and their U.S. beneficial owners from BOI reporting, while generally narrowing reporting to certain foreign entities registered to do business in the United States. Check current agency guidance before relying on an older compliance checklist. FinCEN's BOI reporting rule fact sheet

For a broader international perspective, compare this process with The EU Inc. registration playbook. Before filing, South Florida founders can contact Coto & Waddington, Attorneys at Law for a flat-fee formation review in English or Spanish, including a review of the entity choice, authorized shares, registered agent, and related governance documents.

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Coto & Waddington, Attorneys at Law prepares and reviews Florida and Delaware formation documents, including articles, certificates, operating agreements, bylaws, and capitalization structures. Visit Coto & Waddington, Attorneys at Law to discuss a flat-fee formation review in English or Spanish before you file.