DI4-878 Section II-5 Certified Articles of Incorporation
Provide the original certified articles of incorporation of
the company from the Secretary of State.
SAMPLE
ARTICLES OF INCORPORATION
OF
XYZ INSURANCE COMPANY
The undersigned incorporators to these Articles of
Incorporation, natural persons over the age of 18 years,
competent to contract and the majority of whom are citizens
of the United States of America, hereby form a stock insurer
corporation under the laws of the State of Florida.
ARTICLE I. NAME
[Section 628.081(3)(a), F.S.]
[Name must comply with Section 607.0401, F.S.]
[Name of county must be included pursuant to Section
628.081(3)(g), F.S.]
[Street address and mailing address must be included
pursuant to Section 607.0202(1)(b), F.S.]
ARTICLE II. NATURE OF BUSINESS
[Kinds of insurance which the corporation is formed to
transact must be included pursuant to Section 628.031(3)(b),
F.S.]
ARTICLE III. CAPITAL STOCK
[The maximum number of shares of stock that this corporation
is authorized to issue must be included pursuant to Section
607.0202(1)(c), F.S.]
[The corporation shall not begin transacting business unless
it achieves a capital and surplus of $5 million pursuant to
Section 624.407(1)(a), F.S.]
[The corporation also must state its authorized capital
stock, the number of shares of stock into which divided and
par value of each share, which par value shall be at least
$1 but not more than $100 pursuant to Section 628.081(3)(d),
F.S.]
ARTICLE IV. TERM OF EXISTENCE
The corporation may exist perpetually pursuant to Section
628.081(3)(b), F.S.]
ARTICLE V. INITIAL REGISTERED OFFICE AND AGENT
[The corporation must keep an office open to receive service
of process from the Treasurer and Insurance Commissioner of
the State of Florida. The Articles of Incorporation must
include the street address and name of the initial
registered agent. Further, the agent must provide a written
acceptance as required by Section 607.0501(3), F.S. See
Section 607.0202(1)(e), F.S.]
ARTICLE VI. DIRECTORS
[The corporation shall have five (or any number more than
five) directors initially, all of whom (or the majority of
whom, if applicable) are United States citizens and all of
whom are over the age of 18. The names and residence street
addresses of the directors whose initial terms of office
shall be for one year. See Sections 628.081(3)(f),
607.0202(2)(a), 628.231(3), F.S.]
ARTICLE VII. INCORPORATORS
[The names and residence street address of the incorporators
(minimum number of five), all of whom are over the age of 18
and all of whom (or the majority of whom, if applicable) are
United States citizens.
Anyone not a United States citizen must have his or her
citizenship designated next to his or her name. See Sections
628.081(1), 628.081(3)(i), 607.0202(1)(f), F.S.]
[Articles of Incorporation must be executed by an officer
authorized to take acknowledgements (e.g., Notary Public)
pursuant to Section 628.081(2), F.S.]
ACCEPTANCE OF REGISTERED AGENT
[The corporation must keep an office open to receive service
of process from the Treasurer and Insurance Commissioner of
the State of Florida. The Articles of Incorporation must
include the street address and name of the initial
registered agent. Further, the agent must provide a written
acceptance as required by Section 607.0501(3), F.S. See
Section 607.0202(1)(e), F.S.]
Incorporators wishing to form a domestic mutual insurer
should consult the following provisions of the Florida
Insurance Code concerning the articles of incorporation for
mutual insurers: Section 628.081, 628.091, 628.111, 628.161,
628.201, 628.231 and 628.301-628.361. Please note the
above-cited statutes are not intended to be an all-inclusive
listing of provisions of the Florida Insurance Code which
may be applicable to the formation of a domestic mutual
insurer.
The Department of Insurance recommends that corporate
documents be reviewed by your Legal Counsel. The
Department accounting or tax advice. The professional
advice of your Legal Counsel to ascertain exact
compliance with all statutory requirements is strongly
recommended.
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