Nonprofit Articles of Incorporation and Charitable Registration — Florida

Nonprofit Articles of Incorporation and Charitable Registration (Florida)

Quick-Reference Summary

Part A — Articles of Incorporation

ARTICLES OF INCORPORATION OF [________________________________]

A Florida Not For Profit Corporation

Pursuant to Fla. Stat. § 617.0202, the undersigned incorporator, for the purpose of forming a not-for-profit corporation under the laws of the State of Florida, adopts the following Articles of Incorporation.

Article I — Name

The name of the corporation is: [________________________________]

Article II — Principal Office and Mailing Address

Principal Place of Business (street address required — no P.O. boxes):

[________________________________]
[City], Florida [ZIP]

Mailing Address (may differ; P.O. box acceptable):

[________________________________]
[City], [State] [ZIP]

Article III — Purpose

The specific purpose for which this corporation is organized is: [________________________________].

The corporation is organized and shall be operated exclusively for charitable, religious, educational, scientific, and/or literary purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code").

Article IV — Manner of Election of Directors

The directors of this corporation shall be elected in the manner provided by the bylaws of this corporation.

Article V — Initial Directors and Officers

The names, addresses, and titles of the initial directors are (minimum 3 required):

Article VI — Registered Agent and Registered Office

The name and Florida street address (P.O. box not acceptable) of the initial registered agent is:

Name: [________________________________]

Florida Street Address:

[________________________________]
[City], Florida [ZIP]

REGISTERED AGENT CERTIFICATE OF ACCEPTANCE:

Having been named as registered agent to accept service of process for the above-stated corporation at the place designated in this certificate, I hereby accept the appointment as registered agent and agree to act in this capacity. I further agree to comply with the provisions of all statutes relating to the proper and complete performance of my duties, and I am familiar with and accept the obligations of my position as registered agent.

Registered Agent Signature: ___________________________________

Print Name: [________________________________]

Date: [__/__/____]

Article VII — Incorporator

The name and address of the incorporator is:

Name: [________________________________]

Address: [________________________________]

Article VIII — Powers and Limitations (Required IRS Language)

8.1 Private Inurement. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its members (if any), directors, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the exempt purposes set forth in Article III.

8.2 Political and Legislative Activity. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as permitted by IRC § 501(h) if a proper election is made), and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of or in opposition to any candidate for public office.

8.3 Section 501(c)(3) Limitation. Notwithstanding any other provision of these Articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under IRC § 501(c)(3) or (b) by a corporation, contributions to which are deductible under IRC §§ 170(c)(2), 2055(a)(2), or 2522(a)(2).

Article IX — Membership

☐ The corporation shall have members as defined in the bylaws.

☐ The corporation shall have no members.

Article X — Indemnification

The corporation shall indemnify any director, officer, employee, or agent to the fullest extent permitted by Fla. Stat. § 617.0831, as may be further specified in the bylaws.

Article XI — Dissolution and Distribution of Assets

Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under IRC § 501(c)(3), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Circuit Court of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

Article XII — Effective Date

These Articles of Incorporation shall be effective:

☐ Upon filing by the Department of State

☐ On a specified delayed effective date: [__/__/____] (not earlier than 5 days before or later than 90 days after filing)

Signature Block

The undersigned incorporator has executed these Articles of Incorporation on the date set forth below.

Incorporator Signature: ___________________________________

Print Name: [________________________________]

Date: [__/__/____]

Part B — Filing Instructions

Filing Agency:

Florida Department of State
Division of Corporations
Mailing: P.O. Box 6327, Tallahassee, FL 32314
Street: The Centre of Tallahassee, 2415 N. Monroe Street, Suite 810, Tallahassee, FL 32303
Phone: (850) 245-6052

Online portal: https://efile.sunbiz.org/np_file.html

Filing fees:

Payment: check or money order payable to "Department of State"; credit card (Visa/MC/Amex/Discover) accepted online only.

Required filing package:

☐ Completed Articles of Incorporation (Form CR2E006 or compliant custom version)
☐ Registered agent acceptance signature
☐ Filing fees ($70 minimum)

Post-formation state filings:

☐ Annual Report — due between January 1 and May 1 each year (begins in year following formation); fee $61.25; late fee $400 if filed after May 1
☐ Florida Department of Revenue — apply for sales tax exemption with Form DR-5 if eligible
☐ FDACS Form FDACS-10100 — initial charitable solicitation registration (before soliciting)

Part C — Charitable Solicitation Registration

Cover Letter Template

[Date]

Florida Department of Agriculture and Consumer Services
Division of Consumer Services
Solicitation of Contributions Section
P.O. Box 6700
Tallahassee, FL 32314-6700

Re: Initial Registration — [Organization Name]
EIN: [__________-________]

Dear Registrar:

Enclosed for filing please find the initial Solicitation of Contributions Registration Application for [Organization Name], a Florida Not For Profit Corporation. Pursuant to Fla. Stat. § 496.405, this registration is filed prior to engaging in any solicitation of contributions from the public in the State of Florida.

Enclosures:

☐ Completed FDACS-10100 Registration Application
☐ Articles of Incorporation (file-stamped copy)
☐ Bylaws
☐ IRS determination letter (501(c)(3)) — or pending confirmation
☐ Most recent IRS Form 990, 990-EZ, or 990-PF — or proposed budget for new organizations
☐ List of officers and directors with addresses
☐ Conflict-of-interest policy
☐ Registration fee per tier (see schedule below)

Sincerely,
[________________________________]
[Title]

Required Initial Registration Form

• Form name: Solicitation of Contributions Registration Application
• Form number: FDACS-10100
• Filed with: Florida Department of Agriculture and Consumer Services, Division of Consumer Services
• Online portal: https://csapp.fdacs.gov/csrep/
• Form URL: https://www.fdacs.gov/Business-Services/Solicitation-of-Contributions
• Statutory deadline: Prior to solicitation (Fla. Stat. § 496.405)

Fee Schedule (FDACS-10100, based on prior fiscal year contributions)

Financial Reporting Requirements

Required Attachments — Initial Registration

☐ Form FDACS-10100 (signed by officer or director)
☐ Articles of Incorporation (file-stamped copy from Sunbiz)
☐ Bylaws
☐ IRS determination letter or Form 1023 pending confirmation
☐ List of officers, directors, trustees with names, addresses, titles
☐ Statement of Support, Revenue and Expense (or proposed budget for new entities)
☐ Conflict-of-interest policy (Fla. Stat. § 496.4055)
☐ Description of all programs, activities, and purposes
☐ Contracts with any professional fundraisers/solicitors
☐ Registration fee

Annual Renewal Form and Deadline

• Renewal form: FDACS-10100 (preprinted renewal mailed approximately 30 days in advance)
• Due date: Anniversary of original registration date
• Online portal: https://csapp.fdacs.gov/csrep/
• Late fee: $25 per month or part of a month after due date (Fla. Stat. § 496.405(5))

Exemption / Exclusion Categories (Fla. Stat. § 496.404)

The following organizations are NOT required to register under Fla. Stat. Ch. 496:

☐ Bona fide religious institutions, ecclesiastical or denominational organizations
☐ Educational institutions whose curricula are accredited by an appropriate state agency
☐ State, federal, and local government agencies
☐ Persons who solicit only from their members (membership-only solicitation)
☐ Charitable organizations that receive less than $25,000 in contributions annually AND do not compensate any officer, employee, or solicitor (must still file an Exempt Organization Application — Form FDACS-10110)

Organizations claiming exemption MUST file Form FDACS-10110 (Exempt Organization Application) and submit supporting documentation. Exemption is NOT automatic.

Professional Solicitor / Fundraising Consultant Registration

Separate registration is required for:

• Professional Solicitors — must register (Form FDACS-10500); $300 fee; $50,000 bond
• Professional Fundraising Consultants — must register (Form FDACS-10300); $300 fee
• Commercial Co-Venturers — must register if conducting charitable sales promotion

Part D — Pre-Filing Checklist

Pre-Formation

☐ Name availability confirmed at https://search.sunbiz.org
☐ Name includes corporate suffix (Corp./Corporation/Inc./Incorporated) — NOT "Co." or "Company"
☐ Mission and specific purpose drafted (no "any and all lawful business" statement)
☐ At least 3 initial directors identified (Fla. Stat. § 617.0803)
☐ Florida-resident registered agent secured with written acceptance
☐ Bylaws drafted
☐ Conflict-of-interest policy adopted (required for FDACS registration; IRS Form 1023 prerequisite)

State Formation

☐ Articles of Incorporation (CR2E006) completed
☐ Registered agent signature and acceptance included
☐ $70 filing fee paid ($35 filing + $35 registered agent)
☐ Submitted via Sunbiz online or by mail
☐ Confirmation letter and document number received

Federal Tax Exemption

☐ EIN obtained from IRS (Form SS-4 or online)
☐ IRS Form 1023 or 1023-EZ filed
☐ IRS determination letter received and filed in corporate records

Florida Tax Exemption

☐ Florida Department of Revenue Form DR-5 filed for sales tax exemption (if eligible)
☐ Property tax exemption pursued through county property appraiser if applicable
☐ Note: Florida has no corporate income tax exemption form — 501(c)(3) entities are exempt by virtue of federal status under Fla. Stat. § 220.13

Charitable Solicitation Registration

☐ Determined whether organization is exempt under Fla. Stat. § 496.404
☐ If exempt: Form FDACS-10110 filed with supporting documentation
☐ If not exempt: Form FDACS-10100 filed BEFORE first solicitation in Florida
☐ Correct tier-based fee paid
☐ Conflict-of-interest policy attached
☐ Audit/review requirements evaluated (>$500K triggers review; >$1M triggers audit)
☐ Calendar set for annual renewal (anniversary date)
☐ Professional solicitor/fundraising consultant contracts reviewed and registered separately if applicable

Post-Formation Governance

☐ Initial board meeting held; bylaws ratified; officers elected
☐ Conflict-of-interest disclosures completed by all directors
☐ Corporate records book opened
☐ Bank account opened using EIN and file-stamped Articles
☐ Annual Sunbiz report calendared (Jan 1 – May 1; $61.25)
☐ Annual FDACS renewal calendared (anniversary date)

Sources and References

• Florida Division of Corporations (Sunbiz) — Non-Profit Filing: https://dos.fl.gov/sunbiz/start-business/efile/fl-nonprofit-corporation/
• Form CR2E006 (Articles of Incorporation): http://form.sunbiz.org/pdf/cr2e006.pdf
• Florida Statutes Ch. 617 (Not For Profit Corporation Act): http://www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&URL=0600-0699/0617/0617.html
• Florida Statutes Ch. 496 (Solicitation of Contributions Act): http://www.leg.state.fl.us/statutes/index.cfm?App_mode=Display_Statute&URL=0400-0499/0496/0496.html
• FDACS — Solicitation of Contributions: https://www.fdacs.gov/Business-Services/Solicitation-of-Contributions
• Form FDACS-10100: https://flrules.org/gateway/readRefFile.asp?filename=FDACS-10100.pdf&refId=5129
• Check-A-Charity public registry: https://csapp.fdacs.gov/CSPublicApp/CheckACharity/CheckACharity.aspx
• Florida Department of Revenue — Form DR-5 (sales tax exemption): https://floridarevenue.com/forms_library/
• IRS Publication 557: https://www.irs.gov/pub/irs-pdf/p557.pdf
• IRS Form 1023 / 1023-EZ: https://www.irs.gov/forms-pubs/about-form-1023