Florida Nonprofit Incorporation Guide

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Quick Facts

A

Pre-Filing Checklist

1. 1.
   Name check: Search Sunbiz; you're responsible for avoiding infringement. (Florida's PDF notes preliminary name searches/reservations are not offered by the Division.)
2. 2.
   Registered agent & acceptance: Choose an individual or qualifying business at a Florida street address (no P.O. box). The registered agent must accept the appointment—online by typing their name; on paper by signing.
3. 3.
   Board & incorporator: Florida not-for-profits must ultimately have 3+ directors (you don't have to list them in the Articles unless you want to). One incorporator is fine.

   Remember: You need at least 3 directors total, but they can be appointed at your organizational meeting rather than listed in the Articles.

4. 4.
   Purpose & IRS clauses plan: Draft a short specific purpose plus prepare the IRS-required purpose and dissolution clauses to include in the Articles text. (Florida's basic form doesn't embed the IRS language for you.)

B

Prepare Articles of Incorporation

Complete the Articles online or using PDF form CR2E006:

1. 1.
   Corporate name: Exactly as searched in Sunbiz.
2. 2.
   Principal office and mailing address: Street address for principal office; mailing address may be P.O. box.
3. 3.
   Registered agent & office: Florida street address with agent acceptance.
4. 4.
   Purpose: Florida requires a specific purpose (not “any lawful purpose”).

   ⚠️ Online filing limitation: Purpose field is limited to 240 characters. Longer text cannot be e-filed.

5. 5.
   Manner of electing directors: Or state it will be in the bylaws.
6. 6.
   Initial officers/directors (optional): If you list directors here, list at least three.
7. 7.
   Effective date (optional): Leave blank for immediate effectiveness.
8. 8.
   Signatures: Agent acceptance + incorporator.

C

File the Articles

1. 1.
   File online via Sunbiz or mail the signed PDF: Online filings are processed in order received; there's no expedited service.
2. 2.
   Fees:

   • • $35 filing fee
   • • $35 registered agent designation
   • • Optional: $8.75 certificate of status
   • • Optional: $8.75 certified copy
3. 3.
   Output: Email confirmation and, upon acceptance, an image of the filed Articles. Save it for downstream filings and bank setup.

D

Post-Filing Tasks

1. 1.
   EIN: Apply with the IRS (SS-4).
2. 2.
   Organizational meeting: Adopt bylaws; appoint initial directors/officers (remember: minimum 3 directors); adopt policies; banking and fiscal year.
3. 3.
   Annual report: File every year Jan 1–May 1 starting the year after formation.

   $61.25 fee • No late fee for nonprofits filing after May 1 • Mark your calendar!

4. 4.
   Charitable registration (FDACS): Register before soliciting in/from Florida; fees are based on contributions (new orgs with no prior history file a budget). Renew annually. Online filing available.
5. 5.
   Sales tax exemption: Apply for DR-14 by filing DR-5 with the Florida Department of Revenue.
6. 6.
   Local licenses & banking: Check city/county licenses; open bank account (EIN, filed Articles, bylaws).

Resources & Forms

• Online Filing Portal: Sunbiz - File Florida Not For Profit Articles
• Articles of Incorporation (PDF): CR2E006 Form & Instructions
• Annual Report Information: Division of Corporations
• FDACS Charitable Registration: Solicitation of Contributions
• Sales Tax Exemption: DR-5 Application / DR-14 Certificate
• IRS Form 1023-EZ: Streamlined Application

Notes & Best Practices

• Plan your IRS language early. If your purpose or other clauses exceed online limits, mail the PDF with full text (or contact the Department for guidance)
• Agent acceptance is mandatory. Florida requires the registered agent to accept the role (typed acceptance online; signature on paper)
• Three-director rule: Florida not-for-profits must have 3+ directors (you can omit them from the Articles and elect at the organizational meeting)
• Calendar compliance: Annual report window Jan 1–May 1; FDACS registration before solicitation; renew both annually
• Florida doesn't offer name reservations, so be ready to file once you've confirmed availability
• The 240-character online purpose limit often requires filing by mail for proper IRS language inclusion