How to Form a Nonprofit in Florida

Use A Professional Service

A professional service will handle the entire incorporation process on your behalf, allowing you to focus on the other needs of your new business.

4.8 out of 5 starsIncfile ($49 + state fee) for basic & quick nonprofit formation.

4.4 out of 5 starsLegalZoom ($99 + state fee) for the most well-known service available.

Form a Nonprofit in Florida

Select and Seure Your Nonprofit's Name


Step 1: Select and Secure Your Nonprofit's Name

The name you select for your nonprofit will establish its brand. It is the first thing most people will learn about your organization. It is important to pick a name that both aligns with your mission and follows the rules of naming in Florida.

The name of your nonprofit must be distinct from that of any existing corporations in Florida. To check availability and secure your corporation’s name, we recommend the business entity search through the state.

Here are the complete rules about naming a corporation in Florida.

If you plan to have a website for your organization, make sure that a suitable URL is currently available. You can check on GoDaddy .

You may want to buy any URLs you are interested in to make sure that they will be available when you are ready to finalize and create your website.

Find a Domain Now

Service provided by GoDaddy.com

Once you have decided on a URL, you can set up your professional email account (@yourNonprofit.com). Google's G Suite offers an easy to use business email service that comes with many handy tools including cloud storage space where you can share documents with everyone else in your organization. Try it for free.


Decide if you want to incorporate

Step 2: Decide if you Want to Incorporate

Not all non-profit organizations choose to become corporations. Non-profit organizations can choose to form in one of two ways:

  1. Unincorporated Non-Profit Associations
  2. Non-Profit Corporations

There are certain benefits to each option:

Unincorporated Non-Profit Associations

An unincorporated non-profit association is an unofficial way of forming a non-profit that does not require any legal paperwork. This option may be a suitable choice for low-risk, low-scale groups. In Florida, this structure has the following features:

  • Requirement: In Florida, an unincorporated non-profit needs a minimum of 3 people to come together for a cause.
  • Formation: No legal paperwork required.
  • Liability: Individual members are personally responsible for debts and legal issues that come against the organization.

NOTE: If you are only interested in forming an unincorporated non-profit, you can skip ahead to Section 2: How to Apply for Tax Exemptions


Non-Profit Corporations

A non-profit corporation is a more formal way of forming a non-profit. This option involves more paperwork and compliance but offers more protection for its members. In Florida, this structure has the following features:

  • Requirement: A non-profit organization that needs to file the Articles of Incorporation with the Division of Corporations. Also requires bylaw adoption and paperwork filing.
  • Personal Liability Protection: Organization is considered a separate legal entity from its members.
  • Credibility: This is especially helpful if an organization needs to raise larger funds.

NOTE: If you are interested in forming a non-profit corporation, continue onto steps 3-11 of this section below.

 

Appoint a Registered Agent

Step 3: Appoint a Registered Agent

A nonprofit corporation in Florida is required to have a registered agent with a Florida address.

A registered agent is a person or a business who will be responsible for receiving any legal documents on behalf of your nonprofit.

It is required that the registered agent must always be available at the address listed during normal business hours. So while you can legally list yourself as a registered agent, it is usually more convenient to hire a third-party service for this purpose. If you list yourself as the registered agent, you must plan to be always available at that address every Monday-Friday from 9am to 5pm.

For a third-party registered agent service you can expect to pay up to $160/year, or you can get a qualified registered agent free of charge when you go through the process of incorporation with Incfile.

Decide how your organization will be managed

Step 4: Decide How Your Organization Will be Managed

If you have decided that being a nonprofit corporation is best for your organization, you must select at least three directors who will be responsible for governing the nonprofit.

If you plan to apply for federal tax-exempt status for your organization, you must pick at least three directors who are not related to each other to fulfill IRS requirements.

File Article of Formation

Step 5: File the Articles of Incorporation

To become a nonprofit corporation in Florida you must file the Articles of Incorporation with the Florida Division of Corporations.

Here are the sections you must include:

Article 1: Corporate Name

Enter the name you selected in Step 1. This name must include a suffix such as ‘corporation’, ‘incorporated,’ or an abbreviation of one of those.

Article II. Principal Office

Enter the street address and mailing address (if different) of your office.

Article III. Purpose

Here is where you will describe the purpose of your nonprofit organization.

NOTE: If you intend to seek federal tax-exempt status for your organization there is specific language required by the IRS that must be included in this section. Click here for the exact IRS guidelines.

Article IV. Shares

List the number of shares of stock your organization is authorized to have.

Article V. Initial Officers / Directors

This section is optional. You can list the names and addresses of three directors or officers of your nonprofit.

Article VI. Registered Agent

List the name and address of the registered agent you selected in step 3.

Article VII. Incorporator

An incorporator is any person filing the Articles of Incorporation for an organization. This may be you or a lawyer helping you with the process. Enter the name and address of the incorporator.

Article VIII. Effective Date

This section allows you to determine when you want your nonprofit corporation to officially form.

You can leave this section blank and the date of receipt of the paperwork will be the date of your nonprofit corporation’s date of creation.

Else, you can specify a date 5 days before or up to 90 days after the date of filing to be the date of filing.

Secretary of State Address

Florida Department of State
Clifton Building
2661 Executive Center Circle
Tallahassee, FL 32301

Information: (850) 245-6500

Web Site: https://www.dos.myflorida.com/

Start a Corporate Records Book

Step 6: Start a Corporate Records Book

As a nonprofit, your organization will need to keep track of many important documents. This includes things like:

  • Articles of Incorporation
  • EIN
  • Tax forms
  • Nonprofit bylaws
  • Meeting minutes

We recommend having a dedicated corporate records book so that as you start receiving these critical legal documents, they can be kept organized from the very beginning.

While you can keep track of everything using supplies from any office store, it may be easier to use a pre-assembled kit that has the things you need in one place. Blumberg and Bindertek have some options specifically designed to meet the needs of nonprofit corporations.

Draft Bylaws and Conflict of Interest Policy

Step 7: Draft Bylaws and Conflict of Interest Policy

Now is a good time to start drafting the bylaws and conflict of interest policy documents for your nonprofit. These documents will be central to the running of your nonprofit and you will want to have both of these ready in time for your first organizational meeting (Step 8).

Bylaws are the rules that determine how your organization is governed and run. You can think about it as a constitution for your nonprofit. It makes the rules and priorities clear for everyone involved.

In your bylaws be sure to include:

  • How the nonprofit is governed – by a board (directors) or membership.
  • How meetings are held, voting procedures, electing officers or directors.
  • How records will be kept and managed
  • How disputes will be handled
  • How bylaws will be added amended in the future

Keep in mind that the bylaws will supplement any rules set forth by the federal government or the state.

Ready to get started? Check out these bylaws templates which you can customize to suit the needs of your organization.

The Conflict of Interest Policy contains the rules that ensure that the people governing the nonprofit are making decisions that are best for organization and not by what is best for them as an individual.

In Appendix A, the IRS provides a sample Conflict of Interest Policy. This would be a good place to start, especially if you plan to later apply for tax-exempt status at the federal level.

Conduct an Organizational Meeting

Step 8: Conduct an Organizational Meeting

An organizational meeting is the first official meeting of your nonprofit! Some of the things that are discussed in a typical organizational meeting:

  • Taking attendance to show you have a quorum (minimum number needed)
  • Appointing temporary officers, chairmen, secretary, etc.
  • Adoption of the bylaws established in Step 7
  • Adoption of conflict of interest policy established in Step 7

Don’t forget to record “minutes” of the meeting and have it signed by all attending directors. Here are some corporate minutes templates to help you get the ball rolling.

NOTE: This meeting must occur before your organization can apply for 501(c)(3) federal tax exempt status.

Get an EIN

Step 9: Get an EIN

An EIN or Employment Identification Number (also called a Federal Tax Identification Number or Federal Employment Identification Number) is used to uniquely identify a business entity. You can think of an EIN as a social security number for your nonprofit. You can apply for an EIN whether or not you plan to incorporate your nonprofit.

The EIN number will be used for many things including opening a bank account, applying for tax exemption status and submitting tax returns.

You can easily apply for an EIN via the IRS online application. This is the fastest method as you’ll get your EIN as soon as you complete the application. You can also apply by mail or fax.

Keep in mind, however, that if you are using a nonprofit formation service, EIN assistance might already be included in the package.

FAQ:

How do I get an EIN if I don't have a social security number?

An SSN is not required to get an EIN. You can simply fill out IRS Form SS-4 and leav section 7b blank. Then call the IRS at 267-941-1099 to complete your application.

Step 10. Get a Florida State Tax Identification Number

Your organization will need to apply for a State Taxpayer Identification Number using Form DR-1.

The Florida Department of Revenue has a new business start-up kit with all the instructions if you need any help

Start a Business Bank Account

Step 11: Start a Business Bank Account

You will typically need to take with you the following items to open a bank account for your nonprofit:

  1. The EIN for the nonprofit
  2. A copy of the nonprofit’s bylaws
  3. A copy of the articles of incorporation

In addition, if your nonprofit has several directors or officers, some banks may ask you for proof that you are authorized to open the account on behalf of the nonprofit.

It is always best to call ahead and ask in case the bank requires any additional documents.

There are many great options when it comes to picking a bank. Here are the reviews of the top 5 business bank accounts we recommend.

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Having access to financing is essential for all nonprofits. Credit cards can be a great financial tool to help with the day to day running of your organization. There are many factors to consider when picking the right credit card for your organization. Learn about the best small business credit cards here.

How to Apply for Tax Exemptions

Your nonprofit organization can apply to the IRS to be exempt from taxes federal taxes. If your nonprofit is tax-exempt under section 501(c)3 by the IRS, then your organization will only need to file a state corporate income tax return under very specific circumstances. We recommend contacting a specialist who can advise you on what is best for your organization.

Applying for Exemption from Federal Taxes

Most nonprofits apply to be recognized under section 501(c)(3).

In order to be approved as a 501(c)(3) organization, you must have included specific language in your Articles of Incorporation that shows that your organization will operate exclusively for one or more tax-exempt purposes.

The exact language that needs to be included depends on the nature of your particular organization. Click here for the IRS guidelines. We recommend that you seek legal counsel to help you craft your Articles of Incorporation.

This overview course created by the IRS. will help you understand the timeline and steps involved with the 501(c)(3) application.

On pages 68 & 69 of Publication 557 IRS provides a handy chart to help you determine which application form you would need to fill to apply for exemption from federal taxes.

Protect Your Nonprofit

Get Insurance Coverage

Nonprofits gets started out of a passion to make a difference in the world. It is important to realize that like in any other business, there may be risks involved in running the nonprofit.

Getting insurance for your nonprofit will allow you to focus on your passion while minimizing your liability.

Here are some of the common types of insurance you may want to consider for your organization:

  • General Liability Coverage
  • Directors and Officers Coverage
  • Improper Sexual Conduct Coverage
  • Social Service Professional Coverage

Your coverage needs will vary based on your business.

Business Insurance

How much will the right insurance cost you? Click here to find out.

Properly Signing Legal Documents

There will be times when you will be signing a document on behalf of your nonprofit. It is important that these times are easily distinguishable from when you are signing a document as an individual. If a document isn’t properly signed, you might suddenly find yourself personally responsible for something the organization should have been liable for.

To avoid such confusion we recommend you and all the members of your organization follow the following format:

  1. The official name of your nonprofit
  2. Your signature
  3. Your full legal name
  4. Your position in the organization

Keep Your Nonprofit Compliant

Business Tax Receipt

Business licenses in the state of Florida (called Business Tax Receipt) are granted by the county government. Contact your local city tax collector’s office to find the requirements for your organization in your area.

Rules for Soliciting for Donations

If you will be asking the public for donations to charity you must register as a charity with the Department of Agriculture and Consumer Services using the Solicitation of Contributions Registration Application.

Keep in mind that your registration will need to be renewed every year by the anniversary of your first registration.

Florida Annual Report

All Florida nonprofits must file an annual report each year with the Department of State so the information on file about your organization is kept up to date. You must file this online by May 1st each year. There is a filing fee of $61.25.

Failure to file the report by the 3rd Friday of September may result in the administrative dissolution of the business.

Public Inspection Rules for 501(c)(3) Organizations

Organizations that have been granted the 501(c)(3) status are required to disclose the following documents to the public when requested:

  • Annual returns for 3 years after the due date (this includes returns like Form 990, 990-EZ, 990-PF, and any Forms 990-T)
  • All Form 990 Schedules (except portions of Schedule B), attachments and supporting documents.
  • Application of exemption and all supporting documents such as Form 1023
  • The official paperwork from the IRS that shows that your organization has tax-exempt status.

The following do NOT need to be shared with the public:

  • Portions of schedule B of Form 990/990-EZ that identify the contributors. (You only need to disclose the amount contributed and the nature of the contributions)
  • Any unfavorable rulings such as an earlier denial of tax-exempt status.
  • Any information the IRS has said you can withhold. This may include things like sensitive patents and trade secrets.

FAQ:

Q: How long do I have to produce these documents if requested?
A: Ideally within the same day. If your organization doesn’t have an office or maintains limited hours during parts of the year, the information should be made available within two weeks.

Q: Do I need to provide copies of the documents?
A: If someone asks for copies in person or in writing you must provide them with copies.

Q: Can I charge for copies?
A: You can charge a reasonable amount for making copies of the documents requested.

It may be easiest to have the documents available on your website so that anyone who requests copies can be sent to the site. This allows you to stay compliant without having to spend a lot of time dealing with document requests.

Annual Returns for Tax-Exempt Organizations

Most tax-exempt nonprofit organizations are required to file an annual return with the IRS (Click here for a list of exceptions).

Which form you should use to file the annual returns depend on the gross receipt amounts for your organization.

For gross receipts < $50,000 --- File 990-N
Gross receipts <$200,000 and total assets <$500,000 --- File 990- EZ
Gross receipts > $200,000 or Total assets > $500,00 --- File 990

NOTE: All Private foundations, regardless of financial status should file 990-PF

For any questions, you can call the IRS at

(800) 829-3676 (form-related questions)
(800) 829-1040 (general information)

FAQ:

Q: When is form 990 due?
A: You have a little over 4 months after your taxable year comes to an end to file Form 990. It is due on the 15th day of the 5th month. So if your taxable year ends on Dec 31st, your form 990 is due on May 15th.

NOTE: If your organization fails to file form 990 for 3 consecutive years, it will automatically lose its tax-exempt status.