How to Form a Florida Nonprofit Corporation

Most nonprofits are 501(c)(3) organizations, which means they're formed for religious, charitable, scientific, literary, or educational purposes and are eligible for federal and state tax exemptions. To create a 501(c)(3) tax-exempt organization in Florida, you need to form a Florida nonprofit corporation and then apply for tax-exempt status from the IRS and the state of Florida.

While your nonprofit might have specific needs that require additional tasks, you can generally follow the steps below to legally create your Florida nonprofit corporation. If you'd like a helping hand, you can use our online nonprofit formation service to set up your nonprofit.

1. Choose a Name for Your Florida Nonprofit Corporation

The first step to starting your nonprofit in Florida is choosing a name. Florida, like other states, has specific laws related to nonprofit names.

Nonprofit name must be distinguishable. The name of your nonprofit corporation can't be the same as the name of another entity on file with the Florida Division of Corporations (DOS), a division of the Florida Department of State (DOS). However, Florida provides exceptions to this rule. Specifically, your nonprofit name doesn't need to be distinguishable from fictitious name registrations, general partnership registrations, and limited liability partnership registrations. Search Florida's name database to see whether your proposed nonprofit name is available to use. (Fla. Stat. § 617.0401 (2024).)

Nonprofit name must include an entity designator. In Florida, your nonprofit corporation name must contain one of the following words: "corporation," "incorporated," or their abbreviations. It can't contain the word "company" or its abbreviation, "co." (Fla. Stat. § 617.0401 (2024).)

Name reservation. You can reserve an available corporate name for 120 days by applying for the proposed name with the DOS. To reserve a name, send a signed letter to the DOS that includes the proposed name, your name, and your mailing address. As of 2024, the fee to reserve a corporation name is $35. (Fla. Stat. § 617.05015 (2024).)

Using a fictitious name. If you'd like to use a name for your nonprofit that's different from your nonprofit's legal name (as filed with its articles of incorporation), you must first register that name with the DOS. Any name that your nonprofit uses other than its legal name is called a "fictitious name"—sometimes called a "trade name," "DBA," (short for doing business as), or "assumed name."

You can register your fictitious name online or by filing a paper application with the DOS. You must also advertise your fictitious name registration at least once in a local newspaper. Your registration is good for five years and can be renewed. As of 2024, the fee to register a fictitious name is $50. (Fla. Stat. § 865.09 (2024).)

2. Appoint the Initial Directors for Your Corporation

Your nonprofit must have a board of directors to exercise corporate power and manage its affairs. Your nonprofit's board of directors must consist of at least three people. You must specify the specific number of directors in your articles of incorporation or nonprofit bylaws. You should aim to have an odd number of directors to avoid voting ties. (Fla. Stat. §§ 617.0801 and following (2024).)

Your corporation's articles or bylaws should outline specific requirements and restrictions for directors, including:

• the rights, duties, and powers of directors
• the term of directors
• the qualifications for directors
• the election, designation, and appointment of directors, and
• the meetings of the board of directors.

Make sure your nonprofit's formation documents follow Florida's laws for nonprofit corporations.

3. File Articles of Incorporation for Your Florida Nonprofit

To form a nonprofit in Florida, you must create and file Articles of Incorporation with the DOC. You must include the following information in your articles of incorporation:

• the name of your nonprofit
• the street address of your nonprofit's initial principal office
• the mailing address of your nonprofit (if different from its principal office address)
• your nonprofit's purpose (this should use language approved by the IRS as explained further below)
• how the directors are elected and appointed—you can say "as provided for in the bylaws" or list another specific manner of election or appointment
• any provision that limits the nonprofit's corporate powers
• the name and street address in Florida of your nonprofit's registered agent
• the registered agent's written acceptance of the appointment, and
• the name and address of each incorporator.

(Fla. Stat. § 617.0202 (2024).)

The incorporator must sign the articles.

Include IRS-Specific Nonprofit Language in Your Articles of Incorporation

In addition to the above requirements, you'll need to include specific language in your articles to receive 501(c)(3) tax-exempt status from the IRS. This 501(c)(3) language includes the following:

• a statement of purpose that meets IRS requirements
• statements that your nonprofit will not engage in activities unrelated to its exempt purposes or in prohibited political or legislative activity, and
• a dissolution clause dedicating the corporation's assets to another 501(c)(3) organization or to the government upon your nonprofit's dissolution.

For guidance on 501(c)(3) language, check out the IRS's publication on the suggested language for corporations to use in their articles of incorporation. You can also find sample language to use approved by the IRS in the Instructions for IRS Form 1023-EZ, (see Part II).

How to File Your Articles of Incorporation

You can file your Florida nonprofit articles of incorporation online or by mail. As of 2024, the filing fee for nonprofit articles of incorporation is $70.

You can use the DOS's sample articles of incorporation form if filing by mail. The sample form also includes instructions and a cover letter. However, this form doesn't include the three IRS-required clauses. Add the IRS-approved purpose clause language in Article III. You can add new clauses to include the IRS-approved language related to prohibited activities and dissolution.

Before you file your articles, you should contact the DOS at [email protected] for appropriate instructions regarding additional space needed to meet IRS filing requirements.

4. Prepare Bylaws for Your Florida Nonprofit Corporation

After you file your articles, you should draft your nonprofit's bylaws. Your board of directors will adopt the initial bylaws for your nonprofit. This organizational document provides the blueprint for how your nonprofit will be managed. (Fla. Stat. § 617.0206 (2024).)

Your bylaws contain the rules and procedures your corporation will follow for:

• holding meetings
• electing officers and directors
• adopting, amending, and repealing the bylaws, and
• taking care of other corporate formalities.

You don't need to file your bylaws with the state—this document is your internal operating manual.