Florida Not for Profit Corporations Act - Sunbiz.org

1 Florida Department of State Division of Corporations Florida Not for Profit Corporations Act Division of Corporations Box 6327 Tallahassee, Florida 32314 FOREWORD The Division of Corporations of the Florida Department of State produces this booklet expressly for the convenience of those who frequently refer to Chapter 617, Florida Statutes. All history notes commonly found in the Florida Statutes have been omitted. This publication is not an official published version of the Florida Statutes and is not intended to be considered as such. This booklet contains some basic forms and the schedule of filing fees for domestic and foreign not for Profit Corporations . Other forms are available from the Division s website. A Division of Corporations telephone directory is provided for your convenience. Also included are a general summary of information regarding federal and state taxes, a copy of the Florida Department of Revenue's sales and use tax exemption form, and information from the Florida Department of Agriculture and Consumer Services regarding solicitation of contributions by a charitable organization.

2 The tax and charitable solicitation information was obtained from the respective agencies that administer these programs. Any further questions or requests must be directed to the administering agency at the telephone numbers provided. We hope this publication is helpful to you when filing with the Division of Corporations . Division of Corporations Internet Address: < > Mailing Address: Post Office Box 6327, Tallahassee, FL 32314 Street Address: Clifton Building, 2661 Executive Center Circle Tallahassee, FL 32301 Rev. 8/13 TABLE OF CONTENTS Chapter 617, ---------------------------------------- ------------------------ 1-61 Forms for Filing a Not for Profit corporation ------------------------------- 62-66 (Instructions, Transmittal Letter, Sample Articles of Incorporation and Designation of Registered Agent/Registered Office) Forms for Filing a Foreign Not for Profit corporation --------------------- 67-70 (Instructions, Transmittal Letter, Application by Foreign corporation for Authorization to Transact Business in Florida ) Division Telephone Directory and Internet Address ----------------------- 71 Fee Schedule ---------------------------------------- ----------------------------- 72 Federal and State Tax Summary ---------------------------------------- ------- 73 Corporations NOT FOR Profit 1 Short title.

3 Reservation of power to amend or repeal. Filing requirements. Forms. Fees for filing documents and issuing certificates. Effective date of document. Correcting filed document. Filing duties of Department of State. Appeal from Department of State s refusal to file document. Evidentiary effect of copy of filed document. Certificate of status. Powers of Department of State. Definitions. Notice. Incorporators. Articles of incorporation; content. Incorporation. Liability for preincorporation transactions. Organizational meeting of directors. Bylaws. Emergency bylaws. Purposes and application. Corporate powers. Emergency powers. Ultra vires. Corporate name. Registered name; application; renewal; revocation. Registered office and registered agent. Change of registered office or registered agent; resignation of registered agent.

4 Registered agent; duties; confidentiality of investigation records. Service of process, notice, or demand on a corporation . Distributions; exceptions. Members, generally. Liability of members. Transfer of membership interests. Resignation of members. Termination, expulsion, and suspension. Purchase of memberships. Meetings of members, generally; failure to hold annual meeting; special meeting; consent to corporate actions without meetings; waiver of notice of meetings. Voting by members. Quorum. Members derivative actions. Duties of board of directors. Qualifications of directors. Number of directors. Staggered terms for directors. Resignation of directors. Removal of directors. Board vacancy. Compensation of directors. Meetings. Action by directors without a meeting. Notice of meetings. Waiver of notice. Quorum and voting. Committees. General standards for directors.

5 Indemnification and liability of officers, directors, employees, and agents. Director conflicts of interest. Loans to directors or officers. Officers and directors of certain Corporations and associations not for Profit ; immunity from civil liability. Prohibited activities by private foundations. Required officers. Duties of officers. Resignation and removal of officers. Contract rights of officers. Reincorporation. Authority to amend the articles of incorporation. Procedure for amending articles of incorporation. Contents of articles of amendment. Restated articles of incorporation. Amendment pursuant to reorganization. Effect of amendment. Plan of merger. Limitation on merger. Approval of plan of merger; abandonment of plan thereafter. Corporations NOT FOR Profit 2 Articles of merger.

6 Effect of merger. Merger of domestic and foreign Corporations . Merger of domestic corporation and other business entities. Secured transactions and other dispositions of corporate property and assets not requiring member approval. Sale, lease, exchange, or other disposition of corporate property and assets requiring member approval. Prohibited distributions. Authorized distributions. Voluntary dissolution of corporation prior to conducting its affairs. Dissolution of corporation . Articles of dissolution. Revocation of dissolution. Effect of dissolution. Plan of distribution of assets. Unknown claims against dissolved corporation . Known claims against dissolved corporation . Grounds for administrative dissolution. Procedure for and effect of administrative dissolution.

7 Reinstatement following administrative dissolution. Appeal from denial of reinstatement. Grounds for judicial dissolution. Procedure for judicial dissolution. Receivership or custodianship. Judgment of dissolution. Deposit with Department of Financial Services. Authority of foreign corporation to conduct affairs required. Consequences of conducting affairs without authority. Application for certificate of authority. Amended certificate of authority. Effect of certificate of authority. Corporate name of foreign corporation . Registered office and registered agent of foreign corporation . Change of registered office and registered agent of foreign corporation . Resignation of registered agent of foreign corporation . Service of process, notice, or demand on a foreign corporation . Withdrawal of foreign corporation . Grounds for revocation of authority to conduct affairs.

8 Procedure for and effect of revocation. Appeal from revocation. Reinstatement following revocation. Corporate records. Inspection of records by members. Scope of inspection right. Court-ordered inspection. Financial reports for members. Access to records. Annual report for Department of State. Corporate information available to the public; application to Corporations incorporated by circuit courts and by special act of the Legislature. Application to existing domestic corporation . Application to qualified foreign Corporations . Application of chapter. Application to foreign and interstate commerce. Domestication of foreign not-for- Profit Corporations . Corporations for Profit ; when may become Corporations not for Profit . Conversion to corporation not for Profit ; petition and contents. Conversion to corporation not for Profit ; authority of circuit judge.

9 Application of act to corporation converted to corporation not for Profit . Limited agricultural association; conversion to a domestic corporation not for Profit . Estoppel. Effect of repeal or amendment of prior acts. Applicability of Florida Business corporation Act. Corporations NOT FOR Profit 3 Corporations which may be incorporated hereunder; incorporation of certain medical services Corporations . corporation not for Profit organized pursuant to s. 2, ch. 87-296; requirements. Proceedings to revoke articles of incorporation or charter or prevent its use. Extinct churches and religious societies; property. Extinct churches and religious societies; dissolution. Incorporation of labor unions or bodies. Sponge packing and marketing Corporations . corporation authorized to act as trustee.

10 Fines and penalties against members. Florida Uniform Prudent Management of Institutional Funds Act. corporation issued a deed to real property. Short title. This act may be cited as the Florida Not For Profit corporation Act. Reservation of power to amend or repeal. The Legislature has the power to amend or repeal all or part of this act at any time, and all domestic and foreign Corporations subject to this act shall be governed by the amendment or repeal. Filing requirements. (1) A document must satisfy the requirements of this section and of any other section that adds to or varies these requirements to be entitled to filing by the Department of State. (2) This act must require or permit filing the document in the office of the Department of State. (3) The document must contain the information required by this act. It may contain other information as well.