How to Establish a Non-Profit Corporation in Florida

By David Carnes

A nonprofit corporation may not issue stock or distribute dividends, although it may pay its employees reasonable salaries. In Florida, you form a nonprofit corporation by filing the articles of incorporation with the Florida Department of State. Subject to certain restrictions, a Florida nonprofit corporation can exempt itself from federal income tax, allow its donors to exempt donations from their taxable incomes, and avoid Florida state taxes. The nonprofit corporation must register with the state government to solicit donations from the public.

Step 1

Choose a corporate name. Your name must b distinguishable from any name of any business registered in Florida, whether or not a corporation. You must include a suffix indicating your corporation's limited liability such as "Corporation," "Corp.," "Incorporated," or "Inc." The terms "Company" and "Co." are prohibited. You can perform a preliminary search for name availability by going to the Florida Department of State website. Under “Quick Links” at the bottom of the page, click on “Corporate Filings –” Click on "Document Searches" at the top of the page to search for both existing fictional and trademarked names.

Step 2

Prepare and file the nonprofit articles of incorporation. You can fill out a template nonprofit articles of incorporation form online through the Florida Department of State website. To begin, go to the Florida Department of State website. Under “Quick Links” at the bottom of the page, click on “Corporate Filings –” Click on “Forms” at the top of the next page, and then on “Florida Corporations (Profit and NonProfit)." On the next page, click on “NonProfit Articles of Incorporation.” On this form, a person, known as the incorporator, must include the name, principal office and mailing address of the corporation, the purpose of the corporation, the manner in which directors are selected, the names and addresses of the initial directors and officers, which is optional, the name and Florida street address of the registered agent, and the name and address of the incorporator. The purpose statement in the articles of incorporation must not be a vague statement such as "any lawful purpose," as is permissible with for-profit corporations; you must state the corporation's purpose in a specific manner.

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Step 3

Print out the articles of incorporation form. The registered agent and the incorporator must sign it. Mail the articles of incorporation to Department of State, Division of Corporations, P.O. Box 6327, Tallahassee, FL 32314. Alternatively, you can hand-deliver it to Division of Corporations, Clifton Building, 2661 Executive Center Circle, Tallahassee, FL 32301. The telephone number is 850-245-6052. You must submit a filing fee when you submit the articles of incorporation. The division of corporations will mail a certificate of incorporation to the corporation's mailing address.

Step 4

Draft corporate bylaws. Bylaws establish rules for holding meetings, electing directors, quorums, voting rights, replacement of directors, director liability, and appointment and replacement of officers, and other important matters.

Step 5

Convene an organizational meeting of the initial board of directors to approve the bylaws, appoint officers, approve the opening of a corporate bank account and conduct other important corporate business. Record minutes of the organizational meeting in a corporate minutes book.

Step 6

Open a corporate bank account using the Certificate of Incorporation as evidence of the corporation's existence. At least one of the directors should be authorized to transact account business and to sign bank account documents on behalf of the corporation.

Step 7

Obtain an employer identification number for the corporation. You can obtain an EIN by applying on the IRS website.

Step 8

Download and print Form 1023 from the IRS website. Complete it and mail it to the IRS at the address listed on the form, along with a filing fee of several hundred dollars. Form 1023 is an application for tax-exempt status with the IRS. It requires detailed information about the corporation's finances, organization and purpose. If the IRS declares the corporation tax-exempt, it will not have to pay federal income taxes and its donors will be entitled it deduct a portion of their donations from their taxable income. The IRS will notify you by mail if your corporation qualifies for tax-exempt status.

Step 9

Apply for Florida state tax exemptions. Apply for exemption from state sales tax by filing Form DR5 with the Florida Department of Revenue, and apply for state income tax exemption by including the IRS notification of your corporation's tax-exempt status when you file Form 1120, your Florida state tax return. Both of these forms can be downloaded from the website of the Florida Department of Revenue.

Step 10

Create a business tax registration by registering your corporation with the Florida Department of Revenue. You may complete the process online on the website of the Florida Department of Revenue.

Step 11

Register with the Florida Department of Agriculture and Consumer Services for permission to solicit donations from the public, if you intend to solicit public donations. You must complete an application available for download on the website of the Florida Department of Agricultural and Consumer Services, and send it by surface mail to the address listed on the application.

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