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.

2 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.

3 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.

4 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.

5 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.

6 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. 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.

7 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.

8 Notice of meetings. Waiver of notice. Quorum and voting. Committees. General standards for directors. 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.

9 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. Effect of merger. Merger of domestic and foreign Corporations . Merger of domestic corporation and other business entities.

10 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 .