How to Establish a Nonprofit Corporation in Florida

By Lee Hall, J.D.

How to Establish a Nonprofit Corporation in Florida

By Lee Hall, J.D.

Nonprofits are creations of state corporation law. The articles of incorporation, filed in Florida, must meet both Florida and federal criteria for tax-exempt status. If the nonprofit has a religious, scientific, literary, educational, or another charitable mission that qualifies it for 501(c)(3) status with the Internal Revenue Service (IRS), it becomes tax-exempt.

As a tax-exempt entity, your nonprofit does not pay federal income tax, and you can advise donors that their gifts are tax-deductible as allowed by law.

Three flags flying from top of building

1. Choose your nonprofit's name.

Choose a name that does not already appear in the Department of State's index. You may not select a name already in use by another Florida business entity. Search for your potential name in website domains with common suffixes, such as .com and .org, and check social media accounts to ensure your new entity's name is unique.

Supply a suffix that makes your new entity's limited liability obvious. Thus, do not use "Company" or "Co." Use "Incorporated" ("Inc.") or "Corporation" ("Corp.").

2. Draft the bylaws.

The bylaws of the nonprofit must adhere to Florida law but need not be filed with the state. Examine samples from Florida nonprofits to get an idea of the provisions you need to include. Describe in your bylaws the procedures your nonprofit corporation intends to follow in its operations. Key activities guided by the bylaws include regular board meetings, the election and replacement of the board members, voting rights and provisions for quorum, and the selection of officers.

3. Prepare and file the articles of incorporation.

Prepare your Nonprofit Articles of Incorporation. The Florida Corporations department makes it easy to print and e-file the submission. Be prepared to state the method of selection of the initial directors. Florida requires the names and addresses of the initial directors, the registered agent, and the incorporator. Each must sign the articles—the registered agent signs to show consent to accept service of process for the nonprofit.

Provide your entity's focused statement of purpose. This requires a thoughtful explanation of the entity's mission. A general purpose statement does not suffice for a nonprofit entity.

File the articles and pay the filing fee. You can do this with the assistance of an attorney. Upon acceptance of your filing, Florida sends the certificate of incorporation to your entity's mailing address.

4. Convene an initial board meeting.

Schedule your organizational board meeting to approve the bylaws and appoint the initial officers, including directors authorized to sign financial documents. The date of this meeting also establishes your formal tax year.

At this meeting, the board approves the opening of your nonprofit's bank account. You can open the account with Florida's certificate of incorporation as identification of your nonprofit.

Record the minutes of this meeting and all future meetings. Keep minutes in a binder with the articles of incorporation, bylaws, member directory, and other key documents. Bring the documents to meetings, available for reference or inspection as necessary.

5. Obtain recognition of federal tax-exempt status.

Nonprofits file an Application for Recognition of Exemption Under Section 501(c)(3) of the Internal Revenue Code (Form 1023) to obtain recognition of federal tax-exempt status. Small nonprofits may use a streamlined version.

Include the nonprofit's statement of purpose that comports with the Internal Revenue Code. Declare that your entity will not engage in disallowed political and legislative campaigns. Answer necessary questions with the interactive form on the IRS website.

Download, print, and complete the appropriate form. Send it with the filing fee to the IRS address on the form. The IRS sends its determination by mail.

6. Obtain an employer identification number.

Nonprofits may offer reasonable salaries. Even if your nonprofit is completely run by volunteers, some transactions require an employer identification number (EIN) to identify the nonprofit.

You may request an EIN from the IRS online.

7. Comply with state provisions for nonprofits.

Review the Florida Department of Revenue's resources for nonprofits. As a federally exempt nonprofit, your organization may qualify for exemption from some Florida taxes. To fundraise, register and renew annually with Florida's Department of Agriculture and Consumer Services. Some exemptions apply.

Following these steps, you can start your nonprofit to carry out its socially beneficial mission.

This portion of the site is for informational purposes only. The content is not legal advice. The statements and opinions are the expression of author, not LegalZoom, and have not been evaluated by LegalZoom for accuracy, completeness, or changes in the law.