Florida Articles of Incorporation Non-Profit Corporation

The Florida Articles of Incorporation Non-Profit Corporation, required by the Florida Department of State, will form a legal nonprofit corporation that shall be allowed to operate as such within state lines. This is just one of the requirements in forming this entity but is mandatory. Other entities, such as the I.R.S., must be contacted as they will have their own requirements which must be fulfilled. It should be noted that in order to gain Tax Exempt Status, the forming entity will need to gain approval from the I.R.S. It is highly recommended for Incorporators to consult an attorney before submitting such sensitive paperwork.

The original articles, including any additional required paperwork, must be submitted in duplicate to the Florida Division of Corporations with full payment of all applicable fees. Payment of the $35.00 filing fee and $35.00 Designation of Registered Agent fee must be submitted at the time of filing. If the incorporator wishes to have a certified copy returned he/she may elect to do so but must pay an $8.75 certification fee with an additional $1.00 per page (after eight pages). The certification fee may not exceed $52.50. There will also be an option to have a Certificate of Status returned with the articles. This will cost $8.75.

You may submit the Florida Non-Profit Corporation Articles of Incorporation by mail with a check payment (made payable to “Florida Secretary of State”) or electronically with a credit card payment (American Express, Discover, MasterCard, Sunbiz Account, or Visa). It should be noted that only the minimum amount of information may be submitted online thus, this may not be the best option for every Incorporator. The mailing address to submit the articles is: Department of State, Division of Corporations, P.O. Box 6327, Tallahassee, FL 32314. If you are having the articles and payment delivered by courier, the street address is Department of State Division of Corporations, Clifton Building, 2661 Executive Center Circle, Tallahassee, FL 32301.  To file electronically go to the Florida Secretary of State’s Division of Corporations at: www.sunbiz.org.

How To File

Download Form

Step 1 – Go to http://sunbiz.org/downloads.html. This web page, operated by the Florida Secretary of State’ Division of Corporations, will act as a table of contents for the type of forms you may select from. Locate the first link, labeled “Florida Corporation (Profit and NonProfit)”. This will bring you to the forms list of domestic corporations.

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Step 2 – Locate the link labeled NonProfit Articles of Incorporation. This will provide the opportunity to download the NonProfit Articles of Incorporation as a PDF.

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Step 3 – The first page of the articles will be a required cover letter. Locate the line labeled “Subject” then enter the name of the nonprofit corporation being formed. This must contain one of the appropriate suffixes (i.e. Incorporated or Inc.)

Step 4 – Next define what you are requesting and the payment amount being submitted. There will be four boxes, each labeled with one of the following: $70.00 Filing Fee, $78.75 Filing Fee & Certificate Status, $78.75 Filing Fee & Certified Copy, $87.50 Filing Fee, Certified Copy & Certificate. You may only choose one of these options.

Step 5 – Locate the line beginning with the word “From.” Here type or print your full name. On the next two lines enter your Address then City/State/Zip Code respectively. Below the address section, provide a Daytime Telephone Number where you may reliably be reached. Finally, provide your E-mail Address. This concludes the cover letter. The next page will feature the Florida Nonprofit Corporation Articles of Incorporation.

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Step 6 – In the space provided for Article 1, enter the name of the corporation being formed.

Step 7 – There will be two columns under the heading “Article II Principal Office.” In the left column, enter the Principal Address of the forming corporation’s office. This must be a street address and may not contain a P.O. Box. In the column on the right under the sub-heading “Mailing address, if different is:” enter the address where the forming corporation will receive its mail if it is different from the Street Address.

Step 8 – In Article III, define the purpose in forming this corporation. Cover topics such as the goals of this entity and how it will conduct its business.

Step 9 – Define how the Directors of this nonprofit corporation will be elected and/or appointed in Article IV.

Step 10 – In Article V, you must report the Name, Title, and Address of the Initial Officers and/or Directors.

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Step 11 – In Article VI, you must report who the Registered Agent for this corporation is. Florida requires that each corporate entity has an appointed Registered Agent who has agreed to receive all court documents reliably on behalf of a corporation should it be sued. The Registered Agent must be an Adult or Business Entity that maintains an Address in the State of Florida. In this section, report the full Name of this entity on the first line, then report the Address of this entity on the third and fourth lines.

Step 12 – In Article VII, report the Full Name and Address of the Incorporator forming this corporation.

Step 13 – In Article VIII, you may define the Effective Date of these articles provided they are within Five Business Days prior to and not more than ninety days past their submittal. You may do this on the blank space just before the word “Optional” on the first line. If you do not wish to name a specific date and are comfortable with the time frame of this process then leave this area blank.

Step 14 – At the end of this document two signatures and dates will be required. First, locate the Signature Line labeled “Required Signature of Registered Agent.” Here, the Registered Agent must certify they have knowingly accepted the responsibility of his/her/its role in relation to the forming corporation. The line next to this must bear the Date of the Signature. On the last line of this form, the Incorporator of this nonprofit corporation must sign His/Her name and also provide a Date for his/her signature.

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Step 15 – You may mail the articles, supporting paperwork, full payment of the filing fee ($70.00), and full payment for any additional services to:

Department of State, Division of Corporations
P.O. Box 6327
Tallahassee, FL 32314.

Or you may have a courier service drop the articles off at:

Department of State Division of Corporations
Clifton Building
2661 Executive Center Circle
Tallahassee, FL 32301.



How To File Electronically

Step 1 – Go to the Florida Department of State Division of Corporations web site (www.sunbiz.org). Below the heading Popular Links, locate “Electronic Filing” then select it. This will take you to a menu page of various forms which may be filed electronically.

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Step 2 – Under the heading “On-Line Filing,” locate the link labeled “New Florida NonProfit Corporation.” Select this link to begin the online process of filing a Florida  NonProfit Corporation Articles of Incorporation.

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Step 3 – This introduction page will contain two options. To form a corporation, read the left column with the heading “Submit Document and Fees to Start a New Florida NonProfit Corporation Here!” Select the box labeled “I accept the terms of the disclaimer,” then select the button labeled “Add Filing & Pay Fee.”

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Step 4 – The first line of this form will contain three boxes reserved for a specific Calendar Day, Month, and Year an Incorporator may wish to put these articles into effect. Any date within five business days before submitting these articles but not more than ninety days past the submittal date may be named as an effective date. If you do not wish a specific Effective Date, then leave this section blank.

Step 5 –The next item will be concerned with naming the fees requiring payment for the services being requested). The filing fee required for these articles is $70.00. If you wish to receive a Certificate of Status with your returned articles then check the box labeled “Certificate of Status.” If you wish to have your articles certified then select the box labeled “Certified Copy.” Each of these optional services will cost an additional $8.75.

Step 6 – Next to the label “Corporate Name,” report the name of the corporation being formed. This must be the full names including any mandatory suffixes.

Step 7 – The following section will require you to define how the Directors will gain their positions. Under the heading “Manner in which directors are elected,” you may choose to check the box labeled “As provided for in bylaws” or you may be choose to elect/appoint the Directors in the text box below the statement “List specific manner of election or appointment of directors in space below.”

Step 8 – The next section is the “Principal Place of Business” section. Here you must report the physical Street Address of the corporation’s Principal Office. In the first text box, labeled “Address,” enter the street address of this office. In the second box, labeled “Suite, Apt. #, etc.,” report any specific space number the corporation may be found in at the listed address above. In the “City, State” section, enter the city and the state the principal office is located in. Finally, in “Zip Code & County,” enter the corporation’s full zip code. This address must be where the principal office is physically located and may not contain a P.O. Box. If the corporation has a separate Mailing Address, you may enter in the next sub-section.

Step 9 – The  “Mailing Address” section is reserved in case the forming corporate entity receives its mail at a separate address. If not, select the box labeled “Mailing address same as principal address.” If so then enter the full mailing address in the next four boxes (Address, Suite…, City…, and Zip Code…)

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Step 10 – The next section is labeled “Name And Address of Registered Agent.” This is the entity that has been appointed by the forming corporation to receive service of process court generated documents reliably on behalf of the forming entity. This entity must maintain an address within the State of Florida where these papers may be served. It should be noted a corporation’s Registered Agent may not be itself. If the Registered Agent is an individual then enter the Full Name of this party in the boxes on the first line labeled “Last Name,” “First Name,” “Initial,” and “Title.” If this is a business entity then enter the Full Name of the Business Entity that shall serve as the Registered Agent in the box labeled “Business to serve as RA.” Only one of these identifying sections may be filled out. Next, beginning with the text box labeled “Address,” enter the Full Address of the Registered Agent, reporting the Street Address, Suite or Apt Number, City, and Zip Code & County in the similarly named text boxes.

Step 11 – The Registered Agent must provide an Electronic Signature in the box below the Name and Address areas. This may be done by having the Registered Agent type in his/her/its name in the text box labeled “Registered Agent Signature.”

Step 12 – The “Notice of Annual Report” section shall bind the corporation the Annual Report requirement as set by the Florida Division of Corporations. Read this box carefully.

Step 13 – Next, in the “Incorporator Name and Address” section, the Incorporator of this corporation must be identified and his/her location must be reported. Enter the Name, Address, Suite/Apt, City/State & Zip Code in the four first four text boxes of this section. The Incorporator of this entity must type in his/her name in the box labeled “Electronic Signature.”

Step 14 – The “Corporate Purpose” section requires you state why this corporation is being created and should cover such topics as how the new entity shall operate in the State of Florida. This may be done in the text box provided. You are allowed two hundred and forty characters for this description.

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Step 15 – In the “Correspondence Name And E-mail Address” section, enter your Full Name in the first text box. Then in the next two, enter your E-Mail Address. This must be a reliable E-mail Address where you may receive any documents from your filing as well as receive information regarding the Annual Report. You may change this in the future but must provide a reliable one with this filing.

Step 16 – You must list the Full Name, Title, and Address for each Director and/or Officer. This may be don in the section labeled “Officer/Director Name and Address” section.

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Step 17 – Once all the information has been entered and verified as correct, select the button labeled “Continue” at the bottom of the web page. This will direct the browser to an area where you may pay for the filing fee ($70.00) and any additional services being requested. You may pay with a valid American Express, Discover, MasterCard, or Visa. If you have an established Sunbiz account, you may also use this to pay for these fees.

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