How To Start a Nonprofit in Florida

Creating and protecting a name for your nonprofit should be your first two actions. This process requires some research.

First, create a memorable name that meets state naming requirements. Florida law requires your business name to be unique from any other nonprofit or for-profit company name. Florida law also requires a business name to contain one of the following words or abbreviations designating the organization as a corporation:

• Inc.
• Corporation
• Incorporated
• Corp.

Second, search the Florida Department of State, Division of Corporations corporate names database to ensure the name you have chosen is not in use by any other Florida company.

Corporation names that exist in other states and don't exist in Florida are permissible. But if you want to register nationally or with another state, you must follow the other state's procedures. Federal procedures need following, too.

If your selected business name is available but you are not ready to start your nonprofit, Florida law allows you to reserve it for up to 120 days. To do this, submit your request and a $35 fee to the Secretary of State.

You can only use your new corporation's name once you receive your filing acknowledgment from the Division of Corporations.

Next, ensure no one else can use your business name, including online. Make sure the internet domain name is available. If it is, purchase it immediately. This typically only costs a few dollars.

If you want to operate nationally or in other states, you should trademark your nonprofit's name with the United States Patent and Trademark Office (USPTO). This process can take significant time and costs between $225 and $600. But your organization's name is protected as a common law trademark while your USPTO application is pending.

Once you receive your federal trademark, register it with the Florida Department of State. You may also trademark your name with just the state, without a federal trademark.

Once your business name is legally yours, you can enforce your trademark right.

Florida requires every entity registered with the state to appoint a registered agent for service of process. “Service of process" is the legal procedure of delivering official legal documents. This agent doesn't have to be a lawyer, but they are often the company attorney. The Florida Secretary of State maintains an online list of all registered agents in the state.

Your nonprofit may change registered agents at any time. Include your agent's name and contact information in the initial incorporation papers you file with the state.

If you can't find a qualified person to serve as your registered agent, you can use a registered agent service in your state.

Incorporators are the persons who sign the initial Articles of Incorporation. You only need one person to do this, but you can have more if you choose.

Every Florida nonprofit must have a board of directors. Florida law requires the board to consist of three or more people over the age of 18, except that one board member may be as young as 15. But no board member under 18 is allowed to vote.

The IRS (where you apply for tax-exempt status) requires a board of at least three people.

Choose your board members for skills they can bring to the organization, including fundraising, networking, expertise in your nonprofit's field, and organizational skills.

There is no residency requirement for your board members.

Florida law requires the creation of bylaws for any corporation. Bylaws are the internal rules of the corporation. The board must adopt them before the corporation can legally function.

You can add provisions to your bylaws, depending on the needs of your nonprofit. But most standard bylaws for nonprofit corporations include:

• Your nonprofit's name, mailing address, and primary location of operation
• Names and offices of all board members
• Guidelines for board meetings
• Financial management
• Dissolution procedure, including how you will distribute the nonprofit's assets
• Process for amending the bylaws

You should also create a conflict of interest policy. A conflict of interest policy establishes an agreed-upon procedure if any board member's personal interests conflict with the organization's best interests.

Once you create your board, it should conduct its first organizational meeting shortly after.

Your board members will accomplish several important business objectives, including:

• Decide the board's role
• Formally adopt bylaws
• Appoint a registered agent for service of process
• Appoint corporate officers
• Begin the incorporation process
• Details for opening a business bank account
• Create statements of organizational purpose

Take minutes at this initial meeting.

Incorporating your nonprofit provides a legal separation between the organization and yourself and other members, limiting personal liability. This means that individuals have protection against personal financial responsibility for the organization's debts.

Incorporating a nonprofit business entity in Florida follows completely different processes from incorporating a for-profit company.

You must incorporate your new nonprofit with the Florida Department of State—Division of Corporations.

All forms and instructions for filing the nonprofit incorporation forms are on the Division of Corporations website. That website also has for-profit incorporation information and links. Be sure to follow the correct procedure and file nonprofit articles of incorporation.

The fee for filing nonprofit incorporation forms is $35. The filing fee for the registered agent is an additional $35.

You must file for a federal Employer Identification Number (EIN) on the Internal Revenue Service website. An EIN is like a social security number for your business.

There is no fee to get an EIN through the IRS. Beware of commercial websites charging a fee for an EIN. Many of them look similar to the official IRS website.

You can then file your Form DR-1 Florida Business Tax Registration with the Florida Department of Revenue. There is no fee for this unless you also file for sales tax registration ($5). This consolidated tax site allows you to complete any necessary tax registration, including nonprofit registration.

Before filing for your 501(c)(3), you must file IRS Form 1023 (Application for Recognition of Exemption Under Section 501(c)(3) of the Internal Revenue Code).

This registers your organization with the federal government as a nonprofit. Smaller organizations with under $250,000 in total assets may use IRS Form 1023 EZ.

The filing fee for Form 1023 is $600.00. The filing fee for Form 1023-EZ is $275.

Form 1023 asks highly detailed questions about your nonprofit's organization, history, policies, finances, and other aspects of your business. Take your time to answer these questions completely and truthfully. Then, file the form by mail or online at Pay.gov (a website used by the federal government to process applications and fees).

If the IRS approves your nonprofit for 501(c)(3) status, you will receive a determination letter granting your federal tax exemption. The IRS receives over 95,000 applications for tax-exempt status each year, so processing times vary. You can check the status of your application here.

After receiving your IRS determination letter, you can file for your nonprofit status with the State of Florida.

You must apply to the state for your exemption from Florida state corporate income tax. To do this, file copies of the following with the Florida Department of Revenue:

• Your nonprofit's address
• Bylaws
• Determination letter from the IRS for federal tax exemption

You will then receive your state certificate of exemption. There is no fee for this.