Nonprofit Articles of Incorporation in Florida

by Terry Masters

The Florida Not for Profit Corporations statute controls the formation of nonprofits operating in the state. A new nonprofit must file articles of incorporation with the Florida Department of State to begin its corporate existence. The articles must comply with the state statute, which lists information that must be included in the articles as a minimum for the state to accept the document and optional information that can be included in the articles if the organizers want to limit the nonprofit's operating authority.

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Incorporators

Florida law requires at least one person to take responsibility for setting up a nonprofit by drafting and filing articles of incorporation. This person is called the "incorporator." The incorporator can be someone who intends to be involved with the nonprofit in the future, such as a founder or director, or a third party who is hired to prepare the filing, such as an attorney. The incorporator must include his name, address and signature at the bottom of the articles of incorporation with a statement that asserts the truthfulness of the information presented in the articles under penalty of criminal prosecution.

Corporate Name

Nonprofit articles of incorporation must state the organization's name. The name must not be in use by any other business operating in the state so as not to confuse the public. The law also requires the name to include a suffix that informs the public of the organization's corporate status, such as Corporation, Incorporated, Inc. or Corp. The suffix "Company" or "Co." cannot be used.

Principal Office

The articles of incorporation must also set forth the address of the organization's principal place of business in the state. This address must be a street address, not a post office box. The articles can also optionally list a mailing address, which can be a P.O. box, if it is different from the organization's street address.

Organizational Purpose

The law requires a nonprofit to include a statement of purpose in its articles of incorporation. While a regular corporation can be formed in Florida for "any and all lawful business," a nonprofit's purpose must be specifically stated and in the public interest. The purpose stated in the nonprofit articles controls the organization's mission and determines the type of charitable work it is authorized to conduct.

Board of Directors

Nonprofit articles must indicates how members of the board of directors will be elected or appointed, or state that the information can be found in the organization's bylaws. Unlike other states, Florida does not require nonprofit incorporators to disclose the names and addresses of the organization's directors. Providing such information is optional, but including it can help establish who is authorized to act on behalf of the organization to accomplish future setup activities. If directors are listed in the articles, there must be at least three.

Registered Agent

Nonprofit articles of incorporation must indicate the name and Florida street address of a registered agent. This agent is an individual or business entity with a street address in Florida that can accept official correspondence and court summonses on behalf of the organization. The articles must include a statement that the registered agent accepts the appointment. The agent must sign his name under the statement.