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• Instructions for Articles of Incorporation (FL Non-Profit)

Instructions for Articles of Incorporation (FL Non-Profit)

Filing Online or by Mail

• These instructions are for incorporating a Florida Non-Profit Corporation pursuant to s.617.0202, F.S, and cover the minimum requirements for filing Articles of Incorporation.
• Your Articles of Incorporation may need to include additional items that specifically apply to your situation. The Division of Corporations strongly recommends that legal counsel reviews all documents prior to submission.
• The Division of Corporations is a administrative filing agency. We cannot provide any legal, accounting, or tax advice.

• Chapter 496, F.S., the Solicitation of Contributions Act, requires anyone who solicits donations from a location in Florida or from people in Florida to register with the Florida Department of Agriculture and Consumer Services (FDACS) and to renew annually. To register online, please visit www.FDACS.gov.  If you wish to speak with someone regarding registration, contact FDACS at 1-800-HELP-FLA (435-7352) or via email at [email protected].

Corporation Name

• The name must be distinguishable on the records of the Department of State.
• Do a preliminary search by name before submitting your document.
• The name must include Corporation, Incorporated, Corp., or Inc.
• Do not use or assume the name is approved until you receive your filing acknowledgement from the Division of Corporations.

Principal Place of Business Address

The street address of the corporation’s principal office.

Mailing Address

The corporation’s mailing address, if different from the principal address. (P.O. Box is acceptable.)

Registered Agent Name and Address

• The individual or legal entity that will accept service of process on behalf of the business entity is the registered agent.
• A business entity with an active Florida filing or registration may serve as a registered agent.
• However, an individual or principal associated with the business may serve as the registered agent.
• The registered agent must have a physical street address in Florida.
• Do not list a P. O. Box address.

Registered Agent Name and Address

• The individual or legal entity that will accept service of process on behalf of the business entity is a registered agent.
• A business entity with an active Florida filing or registration may serve as a registered agent.
• An entity cannot serve as its own registered agent.
• An entity cannot serve as its own registered agent. However, an individual or principal associated with the business may serve as the registered agent.
• The registered agent must have a physical street address in Florida.
• Do not list a P. O. Box address.

Registered Agent’s Signature

• The registered agent must sign the application.
• The signature confirms the agent is familiar with and accepts the obligations of s.617.0501, F.S.
• If a business entity is designated as the Agent, a principal (individual) of that entity must sign to accept the obligations.
• If filing online:

• The registered agent must type their name in the signature block.
• Pursuant to s.15.16, F.S., electronic signatures have the same legal effect as original signatures.
• NOTE: Typing someone’s name/signature without their permission constitutes forgery pursuant to s.831.06, F.S.

Corporate Purpose

• A non-profit corporation is required to list a specific purpose.
• Example:  church ministry, community outreach, homeowner association, a Masonic organization, care of animals, school, etc.
• If the non-profit will be seeking 501(c)(3) tax-exempt status from the IRS, specific language is required. Check with the IRS prior to filing for appropriate language for your specific situation.

Officer/Director

• The names and street addresses of the officers and/or directors are optional.
• If individuals are listed, enter as Last Name, First Name, Middle Initial.
• If listing directors: list at least 3 directors. 
• NOTE: If this entity will be opening a bank account, most financial institutions require this information to be designated in the Department of State’s records.

Manner of Election

• Enter the manner in which your directors will be elected or appointed.
• Examples:
  • As stated by the bylaws.
  • Elected at the annual meeting. 

Effective Date

• A corporation’s existence begins on the date the Division of Corporations receives and files your Articles unless your Articles of Incorporation specify an acceptable alternate “effective” date.
• Corporations can specify an effective date that is no more than five business days prior to, or 90 days after, the date the document is received by our office.
• If you are incorporating between October 1 and December 31^st, but don’t expect to transact business until the next calendar year, avoid filing an annual report form for the upcoming calendar year by listing an effective date of January 1^st. 
• By specifying January 1^st as the effective date, your corporation’s existence will not officially begin until January 1^st of the following calendar year, even though your entity is already on the Division’s records. 
• The January 1^st effective date will allow you to postpone your corporation’s requirement to file an annual report form for one calendar year. 

Incorporator’s Signature

• Must be signed by at least one person acting as the incorporator.
• If filing online:  The incorporator must type their name in the signature block. Electronic signatures have the same legal effect as original signatures.

Correspondence Name and Email

• Please provide a valid email address.
• If filing online: The filing acknowledgement and certification (if any) will be emailed to this address.
• All future email communications will be sent to this address, as well.
• Keep your email address up-to-date.

Certificate of Status

• You may request a certificate of status.
• This item is not required.
• A certificate of status certifies the status and existence of the corporation and verifies the corporation has paid all fees due this office through a certain date.
• Fee: $8.75 each

Certified Copy

• You may request a certified copy of your Articles of Incorporation.
• This item is not required.
• A certified copy will include a filed stamped copy of your Articles of Incorporation and will verify that the copy is a true and correct copy of the document in our records. 
• Fee: $8.75 each

Annual Report

• Every corporation is required to file an annual report to maintain an “active” status in our records.
• If the corporation fails to file the report, it will be administratively dissolved. 
• The filing period for annual reports is January 1^st to May 1^st of the calendar year following the corporation’s date of filing or, if listed, its effective date.
• The annual report is not a financial statement.
• The report is used to confirm or update the entity’s information on our records.