Starting and maintaining a nonprofit in Florida requires compliance with various state laws and regulations. Here is an overview of the key requirements to establish and operate a nonprofit organization in Florida.
Florida Incorporation & Registration
Nonprofit organizations in Florida are governed by the Florida Nonprofit Corporation Act (Chapter 617, Florida Statutes). To form a nonprofit in Florida, organizations must:
1.) Choose a Name
The name must be unique and include “Inc.” or “Incorporated” if desired.
2.) File Articles of Incorporation
Submit to the Florida Department of State, Division of Corporations. These articles must include the following components:
- The nonprofit’s name
- The principal office address
- The purpose of the nonprofit (this should be broad enough to provide for some level of flexibility to allow for potential expansion as you are not allowed to operate outside of the purpose approved by the state)
- The registered agent’s name and address
- Whether the nonprofit will have members
- The incorporator’s name and signature
3.) Appoint a Registered Agent
A Florida-based individual or business authorized to receive legal notices. This is only required if your organization does not have a physical address in Florida, otherwise this will be your organization.
Florida has also some specific State requirements regarding the Board of Directors:
- Florida nonprofits must have at least three directors who are not related.
- The organization must have officers, including a president and secretary (one person cannot serve in both roles).
- Directors must act in accordance with fiduciary duties, including the duties of care, loyalty, and obedience.
Annual Reporting
Florida nonprofits must file a Florida Annual Report with the Florida Department of State (due by May 1st via Sunbiz.org) and pay the required fee. They are also required to file IRS Form 990 (annual tax return for tax-exempt organizations). Organizations must maintain corporate records, including:
- Meeting minutes
- Articles of Incorporation and Bylaws
- Financial records and tax documents
- Donor records (if applicable)
Financial Reporting & Audit Requirements
Florida nonprofits with annual revenues exceeding $1,000,000 are required to have an independent audit. Nonprofits with revenues between $500,000 and $1,000,000 must undergo a financial review or, if they choose an independent audit (but an audit is not required at this level). These with revenue below $500,000 can choose to have an audit, review or compilation, but it is optional.
Florida nonprofits, like other non-federal entities, if they expense over $1,000,000 (previously $750,000) in federally originated funding in a fiscal year must obtain a single audit. The threshold for federal single audit recently changed and is in effect for the fiscal years beginning after October 2024. This includes federal funds directly provided as well as federal funds passed through a state or local agency.
Florida also has specific requirements for each non-State entity that expends $750,000 or more of State financial assistance in a fiscal year. Such organizations are required to undergo a State single audit for such a fiscal year in accordance with the requirements of the Florida Single Audit Act. Higher education entities are exempted under Section 215.97(8)(o), Florida Statutes; however, the Act does apply to subrecipients of higher education entities.
Governance & Compliance with Florida Law
Nonprofits must operate according to their bylaws and comply with governance requirements, including:
- Holding annual board meetings and keeping meeting minutes.
- Filing necessary tax and compliance documents on time.
- Ensuring conflict of interest policies are in place and followed.
Florida Charitable Solicitation & Fundraising Compliance
Nonprofits must comply with truthful solicitation practices and avoid misleading donors. Before soliciting donations, nonprofits must register with the Florida Department of Agriculture and Consumer Services (FDACS) under the Solicitation of Contributions Act. Annual renewals are required, and organizations must disclose:
- Total revenue and expenses
- How donations are used
- Compensation of top executives
Florida Employment & Volunteer Regulations
Nonprofits with employees must follow Florida labor laws, including wage, hours, and discrimination laws. Background checks may be required for volunteers working with children, the elderly, or vulnerable populations. If a nonprofit hires independent contractors, it must comply with IRS worker classification rules.
Florida Tax Laws for Nonprofits
Florida nonprofits can apply for 501(c)(3) federal tax-exempt status through the IRS. To obtain state sales tax exemption, nonprofits must apply with the Florida Department of Revenue. Even tax-exempt organizations may be subject to Unrelated Business Income Tax (UBIT) if they generate revenue outside of their exempt purpose.
Operating a nonprofit in Florida requires adherence to various state and federal regulations to maintain compliance and effectively carry out the organization’s mission. From incorporation and tax-exempt status to annual reporting, fundraising compliance, and employment laws, Florida nonprofits must ensure they remain in good standing. Staying on top of these requirements is essential for maintaining transparency, protecting the organization’s legal status, and maximizing its impact within the community.
If you have questions, feel free to reach out to Iwona Sornat at ISornat@cerinicpa.com
