Whether you are setting up a charity, religious institution, school, medical institution, or other nonprofit in Florida, there will be some legal requirements for you to fulfill to carry on the important work of your organization. Nonprofit organizations seeking to form pursuant to Florida’s Not-For-Profit Corporation Act (“FNPCA”) are encouraged to work with experienced corporate counsel to ensure that they are complying with all state and federal requirements and getting the best legal treatment possible, but here is an overview of five critical steps to keep in mind.
SELECTING YOUR CORPORATION’S NAME
This may be the easiest or hardest part of your job given the concerns of how you present yourself to the public and competing interests in the organization, but there are several legal requirements you will have to keep in mind.
First off, you will need to have the word “corporation” in the title, but you may not use the word “company” or “co.” You also will want to avoid any language suggesting your organization serves any purpose beyond the basis of its mission under the non-profit law. You also want to avoid misleading language suggesting your entity is connected to a state or federal government agency. Finally, you will need to ensure you are not using someone else’s trademarked name.
FORMING YOUR CORPORATION UNDER THE FLORIDA NOT-FOR-PROFIT CORPORATION ACT
Nonprofit corporations must meet similar formation requirements in Florida as for profit corporations. This means you will need to draft and finalize articles of incorporation, and have at least one incorporator who will file the articles with the state of Florida. The articles of incorporation should, among other things, clearly state the purpose of the nonprofit, along with other important information.
In addition, your organization will need to complete and file paperwork with the IRS to ensure your status as a tax-free 501(c)(3) organization.
DEFINING THE MEMBERSHIP RIGHTS OF THE CORPORATION
While nonprofits do not issue stock or have shareholders, they instead have members (although they are not required to have members). If you do choose to have members, your bylaws should specify who has the right to be a member, what membership rights are included, and any voting procedures for members, including notice requirements.
ELECTING OFFICERS AND DIRECTORS
Your organization will need at least three directors whose job it is to oversee the corporation. As is the case with for profit corporations, nonprofit directors have a legal duty to use reasonable care in overseeing the nonprofit and exercise their duties in good faith. Similarly, officers should be selected to manage the day-to-day activities of the organization.
The articles of incorporation and/or the bylaws should make clear the procedures for electing and removing officers and directors.
HOLDING AN ORGANIZATIONAL MEETING
Florida law requires that nonprofits formed under the FNPCA have an organizational meeting after formation to complete much of the above tasks mentioned, including adopting bylaws, electing directors (if not already elected), appointing officers, and carrying on any other business brought before the meeting.
CONTACT FLORIDA BUSINESS ATTORNEY RYAN MYNARD TODAY ABOUT SETTING UP YOUR NOT-FOR-PROFIT CORPORATION
If you have any questions about creating and/or operating your not-for-profit corporation in Florida, or you are seeking counsel in any other Florida business matter, contact Florida business attorney Ryan Mynard at +1-850-683-3940 today to get started.