Starting a Nonprofit Organization in Florida is governed by the Florida Not for profit corporation Act (Tite XXXVI (Business Organizations)Chapter 617 of the Florida laws.
The complete non profit corporation Act can be assessed here.(opens in a new window) (hereinafter referred to as ‘Act’ in this text)
Starting a Nonprofit Organization in Florida: Steps Involved
The article below outlines the step to incorporate a nonprofit organization in Florida.
Step I. Select a Name & Obtain E.I.N
As per the Act, the name of a Florida nonprofit organization must include any one of the following designators – ‘Corporation’, ‘Incorporated’ or their abbreviation to the choosen name. Must not contain the term ‘company’ or its abbreviation.
Any would-be nonprofit organization is required to obtain the Employer Identification Number (“EIN”) from the IRS. This is also required before you file for incorporation. EIN can be obtained via an online application with the IRS.
Step II. Prepare the Article of Incorporation
An article of Incorporation is the organization document for a nonprofit organization. You will need to prepare the articles keeping the following in mind:
The articles of incorporation of a Florida nonprofit must include:
(a) A corporate name for the non profit corporation that satisfies the requirements of s. 617.0401.
(b) Valid street address of the initial office, the office of place of business and, the mailing address of the corporation; (if different from the street address)
(c) The purpose or purposes for which the non profit organization is proposed to be set up;
(d) A clause explanining the procedure proposed to be followed for electing or appointing directors/officers of the organization. Alternatively this data can be provided in the by laws with just a mention of this in the Articles of Incorporation.
(e) Corporate Powers of board of directors/officers and other members of the organization subject to meeting all statutory requirements.
(f) Valid street address (P.O box number not acceptable) of the corporation’s initial registered address.
g) The name and address of its initial registered agent along with a written acceptance of appointment of that person as a registered agent. (Section. 617.0501 of the Act);
(g) The name and address of all the incorporators of the proposed nonprofit organization.
Additionally, the articles of incorporation may include the names and addresses of the initial directors, any other provision for regulation of affairs of the corporation, rights and duties of members and their termination rules, the transferability clause for members, a dissolution clause which specified the the manner in which the assets of the organization would be distributed in the event of dissolution, classes of membership available (if any), names and designations of the initial members, affilitation of the nonprofit (if any), and matters related to any other provisions of this Act.
Other ‘must-have’ clauses in the articles –
1) A statement that the organization will claim tax exemption with the IRS along with the section under which the exemption would be sought (E.g Under section 501(c)(3) of the IRS code plus directives provided by IRS on this matter. (see the IRS section for more information)
You can download sample application format provided by the Florida Secretary of state office.
Step III. Draft the Organization’s Bylaws
The bylaws are the second most important document for a nonprofit organization (after the articles).
While the articles specifies the organization structure, the bylaws contain rules for managing the day to day affairs of the organization.
There are no fixed norms for drafting the bylaws and each organization is free to select the clauses and the format.
However the bylaws will typically contain –
– Purpose Clause – The purpose and list of prohibited activities.
– Membership clause, with details of elegibility, membership fees, dues, voting procedures, quorum, meetings – annual and special, no rights to assets clause,
– Officers clause- with details of designation of officers, functions of each of the designations, their rights and duties, vacancies and termination.
–Executive Commitees (if any proposed) – Name of Initial commitees, formation of new commitees, powers of commitees, duty of each initial committee.
– Board of Directors – Deatils inlcuding the name, age and qualifications of all the board members. (if not mentioned in the articles)
Other provisions would include fixing of the fiscal year dates, record keeping and any other provisions that you want to include.
The State of of Florida places certain restrictions on the contents of the bylaws:
- Minimum number of directors required on board is 3.
- Director’s quorum – not less than 1/3rd of directors in office or as specified in the articles of Incorporation or its bylaws.
A sample by law can be downloaded here .
Step IV. Filing the Articles with the Florida Secretary of States
Filing Fees –
|Filing Fees||$ 35.00|
|Registered Agent Designation||$ 35.00|
|*Certified Copy (optional)||$ 8.75|
The filing fee can be paid through separate check favoring the Secretary of State or through credit card for online filing.
Filing with the State Office:
The Article of Incorpoartion must be printed in duplicate, signed across on each of the pages by all the incorporators or all the members of the board of directors (if mentioned in the Article) and must be mailed to the corporation division, Secretary of State, Florida.
(detailed & latest process for filing is annexed in the sample article of incorporation)
You can alternatively file for online incorporation of nonprofits in Florida here.
Step V. The new organization is formed !
Upon successful filing of the articles with the Secretary of State, the office issues a certificate of incoporation or just returns a copy of the artciles stamping the word ‘filed’ on each of the pages of the articles post which the nonprofit organization comes into a formal legal existance.
Time required _ The entire process can be comepleted in less than 1 day , though a lot depends on your level of pre filing preparation.
Many people outsource the filing procedure to other agencies. There are several same-day incorporation service providers that can do this for you. (You can search for them on the net).
Even if you decide to use the services of the professional ‘registered agents’, you should ideally draft your own articles and bylaws and have them ratified if needed by the service providers.
You should not let a third party draft your organizing documents because this will eventually govern how your nonprofit functions on a day to day basis.
Filing for Incorporaion is one of the ways of starting a nonprofit organization.
If you do not wish to incorporate and would be happy starting on a smaller scale – you can form a nonprofit association – simply by drafting the articles of association.
Unlike a nonprofit corporation – a nonprofit association need not file its article – nor does it require to pay any fee.
However note that Florida has not yet adopted the uniform unincorporated nonprofit association act (UUNAA) and a association in florida is governed by a group of different statutes depending upon how courts decide to deal with specific cases.