Fla. Stat. § 617.01011
Short title
This chapter may be cited as the “Florida Nonprofit Corporation Act.”
Florida Statutes Chapter 617 — NONPROFIT CORPORATIONS
Florida · statute · Fla. Stat. ch. 617 · 189 active provisions
Provisions
Fla. Stat. § 617.0102
Reservation of power to amend or repeal
The Legislature has the power to amend or repeal all or part of this chapter at any time, and all domestic and foreign corporations subject to this chapter shall be governed by the amendment or repeal.
Fla. Stat. § 617.01201
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.(2) This chapter must require or permit filing the document in the office of the department.(3) The document must contain the information required by…
Fla. Stat. § 617.0121
Forms
(1) The department may prescribe and furnish on request forms for:(a) An application for certificate of status,(b) A foreign corporation’s application for certificate of authority to conduct its affairs in the state,(c) A foreign corporation’s application for certificate of withdrawal, and(d) The annual report, for whi…
Fla. Stat. § 617.0122
Fees for filing documents and issuing certificates
The department shall collect the following fees on documents delivered to the department for filing:(1) Articles of incorporation: $35.(2) Application for registered name: $87.50.(3) Application for renewal of registered name: $87.50.(4) Corporation’s statement of change of registered agent or registered office or both…
Fla. Stat. § 617.0123
Effective time and date of document
Except as provided in subsection (1) and in s. 617.0124(3), a document accepted for filing under this chapter may specify an effective time and a delayed effective date. In the case of the initial articles of incorporation, a prior effective date may be specified in the articles of incorporation if such date is within…
Fla. Stat. § 617.0124
Correcting filed document; withdrawal of filed record before effectiveness
(1) A domestic or foreign corporation may correct a document filed by the department within 30 days after filing if:(a) The document contains an inaccuracy;(b) The document contains false, misleading, or fraudulent information;(c) The document was defectively executed, attested, sealed, verified, or acknowledged; or(d)…
Fla. Stat. § 617.0125
Filing duties of the department
(1) If a document delivered to the department for filing satisfies the requirements of s. 617.01201, the department shall file it.(2) The department files a document by stamping or otherwise endorsing “filed,” together with the Secretary of State’s official title and the date and time of receipt. After filing a documen…
Fla. Stat. § 617.0126
Appeal from department’s refusal to file document
If the department refuses to file a document delivered to its office for filing, within 30 days after return of the document by the department by mail, as evidenced by the postmark, the domestic or foreign corporation may:(1) Appeal the refusal pursuant to s. 120.68; or(2) Petition the Circuit Court of Leon County to c…
Fla. Stat. § 617.0127
Certificates to be received in evidence; effect of certified copy of filed document
All certificates issued by the department pursuant to this chapter must be taken and received in all courts, public offices, and official bodies as prima facie evidence of the facts stated therein. A certificate attached to a copy of a document filed by the department, bearing the signature of the Secretary of State, w…
Fla. Stat. § 617.0128
Certificate of status
(1) The department, upon request, shall issue a certificate of status for a domestic corporation or a certificate of authorization for a foreign corporation.(2) A certificate of status or authorization sets forth:(a) The domestic corporation’s corporate name or the foreign corporation’s corporate name used in this stat…
Fla. Stat. § 617.01301
Powers of department
(1) The department may propound to any corporation subject to this chapter, and to any officer or director thereof, such interrogatories as may be reasonably necessary and proper to enable it to ascertain whether the corporation has complied with all applicable filing provisions of this chapter. Such interrogatories mu…
Fla. Stat. § 617.01401
Definitions
As used in this chapter, the term:(1) “Articles of incorporation” includes original, amended, and restated articles of incorporation, articles of consolidation, and articles of merger, and all amendments thereto, including documents designated by the laws of this state as charters, and, in the case of a foreign corpora…
Fla. Stat. § 617.0141
Notice
(1) Notice under this chapter must be in writing, unless oral notice is:(a) Expressly authorized by the articles of incorporation or the bylaws; and(b) Reasonable under the circumstances.(2) Written notice may be communicated by mail, electronic mail, facsimile, or other form of electronic transmission. When oral notic…
Fla. Stat. § 617.0143
Qualified director
(1) For purposes of this chapter, the term:(a) “Material interest” means an actual or potential benefit or detriment, other than one which would devolve on the corporation or the members generally, which would reasonably be expected to impair the objectivity of the director’s judgment when participating in the action t…
Fla. Stat. § 617.02011
Incorporators
One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the department for filing.
Fla. Stat. § 617.0202
Articles of incorporation; content
(1) The articles of incorporation must set forth:(a) A name for the corporation that satisfies the requirements of s. 617.0401;(b) The street address of the initial principal office and, if different, the mailing address of the corporation;(c) The purpose or purposes for which the corporation is organized;(d) A stateme…
Fla. Stat. § 617.0203
Incorporation
(1) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed or on a date specified in the articles of incorporation, if such date is within 5 business days prior to the date of filing.(2) The department’s filing of the articles of incorporation, and the…
Fla. Stat. § 617.0204
Liability for preincorporation transactions
All persons purporting to act as or on behalf of a corporation, knowing that there was no incorporation under this chapter, are jointly and severally liable for all liabilities created while so acting.
Fla. Stat. § 617.0205
Organizational meeting of directors
(1) After incorporation:(a) If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business…
Fla. Stat. § 617.0206
Bylaws
The initial bylaws of a corporation shall be adopted by its board of directors unless that power is reserved to the members by the articles of incorporation. The power to alter, amend, or repeal the bylaws or adopt new bylaws is vested in the board of directors unless otherwise provided in the articles of incorporation…
Fla. Stat. § 617.0207
Emergency bylaws
(1) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection (5). The emergency bylaws may make all provisions necessary for managing the corporation during an emergency, including:(a) Procedures for calli…
Fla. Stat. § 617.0301
Purposes and application
Corporations may be organized under this chapter for any lawful purpose or purposes not for pecuniary profit and not specifically prohibited to corporations under other laws of this state. Such purposes include, without limitation, charitable, benevolent, educational, historical, civic, patriotic, political, religious,…
Fla. Stat. § 617.0302
Corporate powers
Every nonprofit corporation organized under this chapter, unless otherwise provided in its articles of incorporation or bylaws, shall have power to:(1) Sue and be sued and appear and defend in all actions and proceedings in its corporate name to the same extent as a natural person.(2) Adopt, use, and alter a corporate…
Fla. Stat. § 617.0303
Emergency powers
(1) In anticipation of or during any emergency defined in subsection (5), the board of directors of a corporation may:(a) Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and(b) Relocate the principal office or designate alternative principal offices or regional off…
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