FLORIDA DEPARTMENT OF STATE
DIVISION OF CORPORATIONS
INSTRUCTIONS FOR NOT FOR PROFIT ARTICLES OF INCORPORATION
The following are instructions, a cover letter and sample articles of incorporation pursuant to Chapter 617,
Florida Statutes (F.S.)
NOTE: THIS IS A BASIC FORM MEETING MINIMAL REQUIREMENTS FOR FILING ARTICLES
OF INCORPORATION.
The Division of Corporations strongly recommends that corporate documents be reviewed by your legal
counsel. The Division is a filing agency and as such does not render any legal, accounting, or tax advice.
If you intend to apply for IRS federal tax exemption as a charitable organization, your articles of incorporation
must contain a required purposed clause and a dissolution of assets provision. Valuable information on 501 (c)
(3) qualification is on the IRS website, www.irs.gov. It includes sample articles of incorporation. Click the
“charities and Nonprofits” link and then the Life Cycle of a Public Charity link.
Chapter 496, F.S., requires charitable organizations or sponsors intending to solicit contributions from the
public in the state of Florida to register annually with the Division of Consumer Services. They may be reached
at (850) 488-2221 or 1-800-435-7352 for more information.
A preliminary search for name availability can be made on the Internet through the Division’s records at
www.sunbiz.org. Preliminary name searches and name reservations are no longer available from the Division
of Corporations. You are responsible for any name infringement that may result from your corporate name
selection.
Pursuant to Chapter 617.0202, F.S., the articles of incorporation must set forth the following:
Article I: The name of the corporation must include a corporate suffix such as Corporation,
Corp., Incorporated, or Inc.; “Company” or “Co.” may not be used as a corporate
suffix by a nonprofit corporation.
Article II: The principal place of business and mailing address of the corporation. The principal address
must be a street address. The mailing address, if different, can be a P.O. Box address.
CR2E006 (04/15)
Article III: The specific purpose or purposes for which the corporation is organized. A general
statement of “any and all lawful business” will not be sufficient.
Article IV: The manner in which the Directors are elected or appointed.
Article V: The names, address and titles of the Directors/Officers (optional) When naming Directors, 3
must be listed. The names of officers/directors may be required to apply for a license, open a
bank account, etc.
Article VI: The name and Florida street address (P.O. Box NOT acceptable) of the initial
Registered Agent. The Registered Agent must sign in the space provided and type or
print his/her name below signature accepting the designation as Registered Agent.
Article VII: The name and address of the Incorporator. The Incorporator must sign in the space
provided and type or print his/her name below signature.
The “incorporator” is the person who prepares and signs the Articles of Incorporation and then
submits them for filing to the Division of Corporations. The function of the incorporator usually
ends after the corporation is filed.
An Effective Date: Add a separate article if applicable or necessary: An effective date may be
added to the Articles of Incorporation, otherwise the date of receipt will be the
file date. (An effective date can not be more than five (5) business days prior to
the date of receipt or ninety (90) days after the date of filing).
Important Information About the Requirement to File an Annual Report
All Florida Not- For-Profit Corporations must file an Annual Report yearly to maintain “active” status. The first
report is due in the year following formation. The report must be filed electronically online between January 1
st
and May 1
st
. The fee for the annual report is $61.25. “Annual Report Reminder Notices” are sent to the e-mail
address you provide us when you submit this document for filing. To file any time after January 1
st
, go to our
website at www.sunbiz.org.
**********************************************************************************
The fee for filing a not for profit corporation is:
Filing Fee $35.00
Designation of Registered Agent $35.00
Certified Copy (optional) $8.75 (plus $1 per page for each page over 8, not to exceed a
maximum of $52.50).
Certificate of Status (optional) $8.75
(Make checks payable to Department of State)
Mailing Address: Street Address:
Department of State Department of State
Division of Corporations Division of Corporations
P.O. Box 6327 Clifton Building
Tallahassee, FL 32314 2661 Executive Center Circle
(850) 245-6052 Tallahassee, FL 32301
(850) 245-6052
COVER LETTER
Department of State
Division of Corporations
P. O. Box 6327
Tallahassee, FL 32314
SUBJECT:
(PROPOSED CORPORATE NAME MUST INCLUDE SUFFIX)
Enclosed is an original and one (1) copy of the Articles of Incorporation and a check for :
$70.00 $78.75 $78.75 $87.50
Filing Fee Filing Fee & Filing Fee Filing Fee,
Certificate of & Certified Copy Certified Copy
Status & Certificate
ADDITIONAL COPY REQUIRED
FROM:
Name (Printed or typed)
Address
City, State & Zip
Daytime Telephone number
E-mail address: (to be used for future annual report notification)
NOTE: Please provide the original and one copy of the articles.
ARTICLES OF INCORPORATION
In compliance with Chapter 617, F.S., (Not for Profit)
ARTICLE I NAME
The name of the corporation shall be: _________________________________________________________________________
ARTICLE II PRINCIPAL OFFICE
Principal street address: Mailing address, if different is:
____________________________________________________________ _______________________________________________________________
____________________________________________________________ _______________________________________________________________
____________________________________________________________ _______________________________________________________________
ARTICLE III PURPOSE
The purpose for which the corporation is organized is: _______________________________________________________________
___________________________________________________________________________________________________________
___________________________________________________________________________________________________________
___________________________________________________________________________________________________________
___________________________________________________________________________________________________________
___________________________________________________________________________________________________________
___________________________________________________________________________________________________________
ARTICLE IV MANNER OF ELECTION The manner in which the directors are elected and appointed: __________________
________________________________________________________________________________________________________________________
ARTICLE V INITIAL OFFICERS AND/OR DIRECTORS
Name and Title: Name and Title:
Address Address:
Name and Title: Name and Title:
Address Address:
Name and Title: Name and Title:
Address Address:
Name and Title: Name and Title:
Address Address:
Name and Title: Name and Title:
Address Address:
ARTICLE VI REGISTERED AGENT
The name and Florida street address (P.O. Box NOT acceptable) of the registered agent is:
Name:
Address:
ARTICLE VII INCORPORATOR
The name and address of the Incorporator is:
Name:
Address:
ARTICLE VIII EFFECTIVE DATE:
Effective date, if other than the date of filing: . (OPTIONAL)
(If an effective date is listed, the date must be specific and cannot be more than five business days prior or 90 business days
after the filing.)
Note: If the date inserted in this block does not meet the applicable statutory filing requirements, this date will not be listed as the
document’s effective date on the Department of State’s records.
Having been named as registered agent to accept service of process for the above stated corporation at the place designated in this
certificate, I am familiar with and accept the appointment as registered agent and agree to act in this capacity
Required Signature of Registered Agent Date
I submit this document and affirm that the facts stated herein are true. I am aware that any false information submitted in a document
to the Department of State constitutes a third degree felony as provided for in s.817.155, F.S.
Required Signature of Incorporator Date