Incorporating a Nonprofit in Florida

Nonprofit corporations are formed under state laws referred to as nonprofit corporation statutes. This is separate and distinct from being exempt from Federal Income Tax, which requires that a separate application (Form 1023 or 1024) be filed with the Internal Revenue Service AFTER the organization is properly incorporated under state law.

This page deals with the incorporation of a public charity, which is a 501(c)(3) organization. Other types of organizations, like social clubs, chambers of commerce, or social welfare organizations will find that the language they need is slightly different than what is given here. In other words, the sample Articles below do not pertain to organizations that intend to be tax-exempt under sections other than 501(c)(3). Some common organizations that the sample articles would not apply to would include those claiming exemption under IRC sections 501(c)(4), 501(c)(6), and 501(c)(7).

Generally, to incorporate a charity to operate in Florida, you need to understand the following:

• Florida Statute Chapter 617 governs "corporations not for profit." Read the statute carefully.
• A Florida nonprofit corporation MUST have at least 3 directors (the IRS prefers, generally, that they not be related).
• A Florida nonprofit CANNOT make loans to an officer or director.
• A nonprofit corporation must renew its corporate charter annually by filing with the state a Uniform Annual Business Report and paying a fee.
• An organization that will solicit donations from the public must register with the State of Florida's Department of Agriculture and Consumer Services. This is done by filling out a form, supplying financial information, and paying a small fee. This Charitable Solicitation Permit must be renewed annually. Website to register in Florida to solicit charitable contributions.
• You do not need an attorney to incorporate your nonprofit organization. You can do it yourself.

To incorporate your nonprofit in Florida all you need to do is file "Articles of Incorporation" with the state and pay the processing fee. You can actually prepare and file your Nonprofit Articles of Incorporation online at the state's sunbiz.org website if you wish. However, I recommend preparing your Articles on paper first, so you are prepared with the information you need for online filing should you decide to do it online. There are also online incorporation services that can help you. Online incorporation services are generally a much less expensive option than hiring an attorney.

Florida's Division of Corporations provides sample Articles of Incorporation for you to use. However, in order to apply for tax exempt status with the IRS, the articles will need to contain some language supplied by the IRS to your Articles. This language can be found on page 7 of the IRS Instructions to Form 1023 (pdf file) on the IRS website. A more detailed explanation and sample Articles of Incorporation can be found in IRS Publication 557, page 22 and page 69, respectively.

Below is a sample of Articles of Incorporation for Florida, with language required by the IRS added (Note: my commentary is in red italics. Do not include my commentary in your articles):

Sample Florida Nonprofit Articles of Incorporation

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Articles of Incorporation

In Compliance with Chapter 617, F.S., (Not for Profit)

Article I Name

The name of the corporation shall be: ______________________. (Must include the suffix "Incorporated," "Corporation," "Inc.", or "Corp." You cannot use "Company" or "Co." )

Article II Principal Office

The principal street address is _________________________. (Must be a physical street address, not a P.O. Box)

The principal mailing address is __________________________. (Can be a P.O. Box)

Article III Purpose

The corporation is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. (In addition to the above language, you can also add more specific purposes, for example: The corporation is organized to provide food, shelter, and counseling to the homeless in the Pinellas County, Florida. In any case, you should take care to limit the purposes of the organization to those permitted under section 501(c)(3). )

Article IV Manner of Election

The manner in which the directors are elected or appointed is provided in the bylaws of the corporation.(You will need to create bylaws)

Article V Initial Directors and/or Officers

List the name, title (President, VP, Secretary, Treasurer, Director), and address of each officer / director. You must have at least three directors.

Article VI Limitations

No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article III hereof.

No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the  publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.

Notwithstanding any other provision of these articles, this corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Article VII Dedication of Assets

Upon the dissolution, termination, or winding up of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes. (It is also permissible to name specific 501(c)(3) organization(s) to which a distribution shall be made in the event of a dissolution or termination).

Article VIII Initial Registered Agent and Street Address

The name and Florida street address (P.O. Box is NOT acceptable) of the registered agent is ____________________.

(Note: the registered agent is a person who will receive official correspondence on the organization's behalf, including legal summons, etc. That's why a street address is required. The registered agent could be your attorney or other representative, or an officer or director.)

Article IX Incorporator

The name and address of the Incorporator is: _____________________________________.

(The incorporator is the person who is creating the corporation by signing the Articles of Incorporation and delivering / mailing them to the state. In most nonprofits this would be either the founder or the attorney who is preparing the articles. The Incorporator and the Registered Agent can be the same person, or not).

Having been named as registered agent to accept service of process for the above stated corporation at the place designated in this certificate, I am familiar with and accept the appointment as registered agent and agree to act in this capacity.

Signature of Registered Agent __________  Date _____________.

Signature of Incorporator _____________ Date _____________.

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(Disclaimer: My presentation of Sample Articles of Incorporation is not to be construed as legal advice. The above articles are taken directly from Florida Department of State's Division of Corporations website. I have added IRS language as required to qualify for federal tax-exempt status. While many small nonprofits prepare their own Articles of Incorporation, there is no substitute for qualified legal counsel to address your specific needs).