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Instructions for Filing a Florida Non-Profit Corporation

Online or by Mail

Below are instructions for the formation of a Florida Non-Profit Corporation pursuant to s. 617.0202, Florida Statutes. These instructions are for the minimum requirements to form a non-profit corporation. They apply whether you file electronically online or mail your articles to the Division for processing. A form for basic Articles of Incorporation is available or you can choose to file electronically online. Either method you choose for filing is available at 

If you are filing online, carefully review each data entry screen before you submit it for filing. Your document is created from the information YOU enter. If you make a mistake and fail to correct it prior to submission and processing, you will be required to file an amendment. The charge for an amendment is $35.00. You should also print the page containing the tracking number and retain it for your records.

Note: The forms offered for articles of incorporation and the electronic filing questions are basic and are the minimum requirements necessary to form a corporation. Each corporation is a separate entity and, as such, has specific goals, needs, and requirements. Additional information may be inserted if you mail your articles for filing. If you file online, only the minimum information can be added. The Division of Corporations recommends that all documents be reviewed by legal counsel. The Division is a filing office only and does not render any legal, accounting, or tax advice. The professional advice of an attorney to ascertain exact compliance with all statutory requirements is strongly recommended.

Corporation Name

The name of the corporation must be distinguishable from all other entities or filings (except fictitious names) organized or registered and on file with the Division of Corporations. The corporate name must include "corporation", "incorporated", "Corp.", or "Inc.". The name cannot contain "Company" or "Co." Final name approval is determined by the Division of Corporations. A name should not be used or assumed approved until acknowledgement is received from the Division of Corporations.

Effective Date:

An effective date may be requested. The effective date can be 5 days prior to the date of submission or up to 90 days after the date of receipt.

Registered Agent Name and Address:

A Registered Agent is the person or business responsible for accepting service of process on behalf of your business. Enter an individual's name or the name of any business entity registered with the Division of Corporations, but not both, to serve as Registered Agent on behalf of your corporation.

Enter the Florida street address of the Registered Agent. A post office box address or address outside of Florida is not acceptable. The corporation being formed cannot serve as its own registered agent but an officer or director may be listed to accept service of process on behalf of the business.

Registered Agent Signature:

The Registered Agent must sign the document in the space provided. If filing online, the Registered Agent must "type" his/her electronic signature in the space provided. If someone other than the Registered Agent "types" the Registered Agent signature, that person must have permission to do so or it constitutes forgery under s.831.06, Florida Statutes.

Incorporator's Signature:

The original signature of the incorporator is required if you are mailing articles of incorporation for filing. If you are filing online, the "typed" name of the incorporator is entered in the signature space. A typed signature on behalf of another must be with that person's full knowledge and permission, otherwise it constitutes forgery under s.831.06, Florida Statutes.

Corporate Purpose:

A non-profit corporation is required to list a specific purpose (example: church ministry, community outreach, homeowners association, Masonic organization, care of animals, school) in its articles of incorporation. The statement can be as lengthy as necessary. If filing online, the purpose should be entered in the appropriate space and must be 240 characters or less. If your purpose statement is longer than 240 characters, you cannot file online. You must mail your articles to the Division for filing.

If the non-profit seeks 501(c)(3), F.S. tax exempt status from the IRS, specific language is required to be included in the articles of incorporation. Please check with the IRS prior to filing for appropriate language for your specific situation.

Manner of Election:

You must enter the manner in which the directors are elected or appointed (example: "as stated in the bylaws", "elected at the annual meeting", etc.).

Officer/Director:

If you list Directors, you must have three. You cannot list more than six Officers/Directors. If you do not have three Directors initially you may list them on your first Annual Report filing due in the next calendar year.

Fill in last name, first name, middle initial.

Do not enter names of individuals as officers/directors without their knowledge and consent.

Entity name:

Leave this field blank unless a different Business Entity is an officer of the corporation. An "officer" can be a person or business entity. A "director" cannot be a business entity.

Certificate of Status:

A Certificate of Status certifies the corporation is in good standing. A copy of the articles is not sent with the Certificate of Status when returned by mail or by email, if filed online. However, a copy of the document can be downloaded from after the filing process is completed. The fee is $8.75 for each Certificate of Status.

Certified Copy:

A Certified Copy certifies the articles of incorporation as true and correct. A copy of the articles will accompany the certificate and will be sent to you by mail or email, if filed online. Most banks require a certified copy to open a bank account. The fee is $8.75 for each certified copy.

Correspondence Name and Email Address:

If you file your document online, please enter a valid email address. The filing information and any certification will be sent by email. If your email address is entered incorrectly, you will not receive acknowledgement of your filing. If you use a SPAM blocker, it may prevent receipt of your acknowledgment by email. If you request and pay for a Certificate of Status or a Certified Copy or both, it will be an attachment to the email response. Do not delete the email by mistake. If you submit your document by mail, the acknowledgment and any requested certification will be sent to the address of the remitter.

Annual Report

Every corporation is required to file an annual report each year to maintain "active" status. If the corporation fails to file its annual report, it will be administratively dissolved or its authority to transact business will be revoked. The first annual report is due January 1st of the calendar year following the year of formation. If a corporation is created late in the calendar year and it doesn't expect to commence business until after January 1st of the next calendar year, it can add an effective date.

If the effective date is in the next calendar year it will delay the requirement to file an annual report until the following year. Example: The corporation is formed December 1, 2007. If it adds an effective date in its articles of January 10, 2008, the first annual report will not be due until January 1, 2009. If the effective date is not added, the first annual report would be due January 1, 2008.

GENERAL:

The Division of Corporations strongly recommends that corporate documents be reviewed by your legal counsel. The Division is a filing agency and as such does not render any legal, accounting, or tax advice.

Bylaws of a corporation are not filed with the Division of Corporations. If sent to us, they will be returned.

If you intend to apply for IRS federal tax exemption as a charitable organization, your articles of incorporation must contain a required purposed clause and a dissolution of assets provision. Valuable information on 501(c)(3) qualification is on the IRS web site, . It includes sample articles of incorporation. Click the 'Charities and Nonprofits' link and then the 'Life Cycle of a Public Charity' link.

Chapter 496, F.S., requires charitable organizations or sponsors intending to solicit contributions from the public in the state of Florida to register annually with the Division of Consumer Services. They may be reached at (850) 488-2221 or 1-800-435-7352 for more information.

A preliminary search for name availability can be made on the Internet through the Division's records at . Preliminary name searches and name reservations are no longer available from the Division of Corporations. You are responsible for any name infringement that may result from your corporate name selection. A name should not be used or assumed approved until acknowledgment is received from the Division of Corporations.

|Fee: |

|Articles of Incorporation |$35.00 |

|Registered Agent Designation |$35.00 |

|Minimum Due |$70.00 |

|Certified Copy (optional) |$8.75 |

|Certificate of Status (optional) |$8.75 |

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