How to Dissolve a Florida Nonprofit Organization

By Rachel Moran

In Florida, nonprofit organizations may dissolve voluntarily, before or after beginning business, by filing forms from the Department of State's Division of Corporations. Dissolution doesn't necessarily require a unanimous decision. Read the organization's original articles of incorporation or bylaws to learn the procedure for how your nonprofit makes decisions and takes action.

In Florida, nonprofit organizations may dissolve voluntarily, before or after beginning business, by filing forms from the Department of State's Division of Corporations. Dissolution doesn't necessarily require a unanimous decision. Read the organization's original articles of incorporation or bylaws to learn the procedure for how your nonprofit makes decisions and takes action.

Voluntary

Most Florida nonprofits dissolve voluntarily. The state provides a packet that includes two forms. One form is for nonprofits that haven't conducted any affairs yet and references Florida statute §617.1401. The other form is for nonprofits that are operational and references F.S. §617.1403. The packet doesn't have a name, but you can request the "Articles of Dissolution packet for nonprofits" from the Florida Department of State, Division of Corporations.

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Forms

Complete the cover letter in the packet. Complete the form that pertains to your nonprofit. Mail these with the filing fee listed in the packet to Amendment Section, Division of Corporations, P.O. Box 6327, Tallahassee, FL 32314. The state will return a letter of acknowledgement. If you need certified copies of dissolution, request them in the packet's cover letter and include additional fees listed in the packet for a certified copy and a certificate of status. Pay all fees with one check payable to Florida Department of State.

Claims

Deliver notice to all entities to whom the nonprofit owes money. You can mail a cover letter with a copy of the dissolution forms. You may want to file a Notice of Corporate Dissolution with the state as part of your dissolution forms, too. This limits unknown claimants to four years to pursue claims against the nonprofit. This notice is included in the packet of dissolution forms and is available only to nonprofits that dissolve voluntarily.

Revocation

If a nonprofit decides to revoke its decision to dissolve after it's filed the dissolution forms, Florida provides 120 days to do so. The board must decide to revoke the dissolution by the same means it decided to dissolve. Then it must file Articles of Revocation of Dissolution with a copy of the original Articles of Dissolution. There is no packet or form for the Articles of Revocation. The statute requires a writing with the corporation name, the effective date of revocation and the date the revocation was authorized. Include a sentence about how the decision happened, stating whatever voting process is the nonprofit's official means of decision-making. The chairman or president signs this writing and files it with the Division of Corporations.

Other Dissolutions

Some nonprofits may dissolve unwillingly. The Division of Corporations may dissolve the nonprofit for failure to pay fees or provide annual reports. If this happens, the nonprofit may be able to regain its good standing by resolving the matter at hand. A judge may also dissolve a nonprofit if it is incorporated by fraud, if directors or members abuse their authority for personal gain, or if certain members bring a judicial action to dissolve it after long-term deadlocked management. A creditor may seek judicial dissolution if the nonprofit fails to pay its debts.

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Steps for Dissolving a Nonprofit

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Dissolving Non-Exempt and Nonprofit in Massachusetts

Dissolving a Massachusetts nonprofit corporation requires filing a petition with the court. If the nonprofit operated as a tax-exempt charity, the organization must notify the Attorney General's office before filing the petition. A non-exempt, nonprofit corporation is not subject to this requirement. As long as a majority of the nonprofit's members vote to dissolve the corporation, the petition for dissolution can be filed with the court.

The Duties and Responsibilities of a Board in Dissolving a 501(c)(3)

The larger issues of a 501(c)(3) organization, such as whether to dissolve, are generally decided by the nonprofit entity's board of directors. As the chief decision-making body, the individuals serving on this board play a key role in dissolving the organization. In addition to executing the internal process to formally decide to dissolve, the board members are responsible for filing the requisite paperwork with state and federal agencies. The board must also distribute the organization’s assets to another nonprofit organization with a comparable mission to that of the dissolving entity.

Tax-Exempt Status in Massachusetts

Massachusetts exempts certain nonprofits from having to pay corporate income, property and sales taxes. In order to qualify, your nonprofit must be formed under the state incorporation statute and must obtain federal tax-exempt status from the IRS. After the nonprofit is designated as exempt by the IRS, Massachusetts requires additional filings for each type of tax in which you seek a state exemption.

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