FloridaHB 7972026House

Nonprofit Corporations

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Bill Overview

Analyzed Economic Effects

88 provisions identified: 22 benefits, 10 costs, 56 mixed.

Homeowner associations must disclose conflicts, reject kickbacks

Beginning July 1, 2026, homeowners' associations must follow conflict rules for deals with directors or entities they lead or financially own. Required disclosures go in meeting minutes; deals with affiliated homeowners' associations are exempt. Officers, directors, and managers cannot knowingly seek, offer to accept, or accept vendor kickbacks benefiting themselves or immediate family. A knowing violation is a third-degree felony, can bring monetary damages, and requires immediate removal of a violating officer or director. Exceptions cover qualifying business-meeting food worth less than $25 per person and items or services tied to trade fairs or education programs.

Emergency board powers can raise owner costs

Beginning July 1, 2026, cooperative and homeowners' association boards have listed powers during a declared emergency covering their area. Subject to applicable law and governing documents, boards can meet electronically, limit access, reduce damage, and, for cooperatives, require evacuation. Both can levy special assessments without an owner vote and borrow against association assets when operating funds are insufficient. Cooperative boards can order work for owners when needed to prevent further injury, contagion, or property damage. Those cooperative owners must pay the actual costs; the law sets no assessment amount.

Liability shields for nonprofit board leaders

Nonprofit directors and qualifying officers have protection from personal money-damage claims for actions taken in their corporate roles. Officers qualify only when unpaid except for reimbursement of actual expenses. Protection does not cover duty breaches meeting listed exceptions, including criminal violations, improper personal benefits, and specified serious misconduct. A lawful transaction that is fair to the nonprofit is not treated as an improper personal benefit.

Nonprofit members can appoint electronic proxies

Voting members or their authorized representatives can appoint proxies through authorized signed records, including electronic or fax records. Appointments take effect upon receipt by the designated election official; complete copies can replace originals. They normally last 11 months; an expressly stated longer term cannot exceed 3 years. A proxy is irrevocable only when it says so and is tied to an interest. Death or incapacity does not block acceptance unless the official receives timely notice before the proxy acts.

Nonprofit members can join meetings remotely

Boards can authorize remote participation for member classes, including their authorized representatives and proxies. Verified participants count as present and can vote, with reasonable chances to communicate and follow proceedings as they happen. The nonprofit must keep records of remote votes and actions. Boards can hold entirely remote meetings unless articles, bylaws, or a qualifying member demand requires a physical location.

Nonprofit members can request financial statements

Nonprofit members can request the latest annual balance sheet and statement of operations in writing. Available statements must be provided within 5 business days; statements prepared using generally accepted accounting principles must follow that basis. If statements are not ready, the nonprofit must notify the member within 5 business days and provide them within 60 days. More time is allowed only when reasons beyond its control make preparation reasonably require longer. Website access is allowed, as are reasonable privacy and use limits; bad-faith or improper-purpose requests can be denied, subject to fast court review and rules on proof and expenses.

Nonprofits can pay for services

Nonprofits can pay members, directors, officers, agents, and employees reasonable amounts for services they provide. They can give members benefits that fit the nonprofit's purpose. Payments when a nonprofit closes are allowed only when the governing law permits them. These permitted payments are not treated as dividends or distributions of income or earnings.

Unclaimed nonprofit payouts stay protected

Closing nonprofits must safeguard assets owed to creditors, claimants, members, or others who cannot be found or cannot legally receive them. They must deposit those assets with Florida's Department of Financial Services within 6 months after the final distribution payment date. Assets can first be converted to cash and are held as abandoned property. The department releases them when the entitled person or representative provides satisfactory proof of entitlement.

Condo members can challenge conflicted deals

Beginning July 1, 2026, covered condo deals involving a director, officer, or relative must appear on the meeting agenda with documents attached. Required disclosures go in the minutes, and approval requires two-thirds of all other directors present. The deal must be disclosed at the next member meeting. On a member's motion, a majority of members present can cancel it. For non-timeshare condo associations, a covered undisclosed contract is voidable through written termination notice backed by at least 20% of voting interests.

Membership rights for qualifying property owners

A nonprofit cannot deny membership to qualifying property owners when it was formed to benefit all owners in its stated area. Its articles must limit membership to owners within specific, measurable boundaries. Owners must follow the membership terms. Those terms can end membership when someone stops owning property there.

Charitable assets stay tied to their purpose

Mergers, conversions, and moves to another legal home cannot redirect charitable assets, except as Florida law allows. Dissolution also cannot redirect property held for public or charitable purposes. Gifts due after a merger, conversion, or move go to the surviving or resulting entity, and trust duties continue. A Florida corporation holding charitable property cannot convert into another entity, but can move its legal home to another jurisdiction.

Charitable mergers must retain nonprofit survivors

Florida corporations holding property for charitable purposes can merge only when the surviving entity is organized as a nonprofit. The survivor can be a Florida or out-of-state corporation or another eligible entity. Its governing law must permit the merger.

Nonprofit directors gain access to records

Nonprofit directors can inspect and copy corporate records at reasonable times when access relates to their duties. Access remains subject to their duties to the nonprofit and legal protections for confidential information. If access is refused, a circuit court can order it quickly at the nonprofit's expense. The court can prevent undue burden or improper use and award the director reasonable costs and lawyer fees.

Labor unions can incorporate without hearings

Labor unions can incorporate under Florida nonprofit law without the former court approval, notice publication or posting, petition, and hearing process. Their articles must state why incorporation is necessary. At least five people must sign and acknowledge the articles. Each signer must swear to a good-faith intent to carry out the stated purposes.

Independence rules for nonprofit board reviews

The law sets who counts as an independent director for specified nonprofit lawsuits, conflict-of-interest deals, and legal-protection decisions. Depending on the decision, directors must lack an interest in the outcome, a conflicting role, or close ties to disqualified people. Being a party to a lawsuit can also disqualify a director for legal-protection decisions. Listed nomination, election, board-service, and lawsuit circumstances do not automatically disqualify a director.

Narrow exception for older private foundations

A narrow group of corporations is exempt from specified private-foundation prohibited-activity rules. They must have been incorporated before January 1, 1970. They must also have received relief from the stated federal foundation requirements through a timely court proceeding.

Nonprofit moves preserve contracts and rights

For protected agreements still in effect immediately before a jurisdiction change, merger clauses that omit such changes also cover the move. That protection lasts until the clause is first amended after July 1, 2026. Before the move takes effect, people entitled to vote or consent retain those rights over specified payment, governing-rule, or materially harmful plan changes. The nonprofit can abandon the move without member action, using the original approval process; already-filed papers require an abandonment statement. The nonprofit remains the same organization, keeping property, contracts, rights, debts, and duties, while members receive rights under the move's terms.

Nonprofits can join and manage entities

Florida nonprofits can help form corporations, joint ventures, and other entities. They can also serve as partners, members, associates, or managers of those entities.

Nonprofits gain clearer official certificate evidence

On request, Florida must issue status certificates for domestic nonprofits and authorization certificates for foreign nonprofits. Courts and public offices must accept chapter-issued certificates as evidence of stated facts, subject to contrary evidence. A certificate attached to a filed document conclusively proves that the original is on file.

Nonprofits gain merger and donation options

Florida nonprofits can merge with eligible entities, including for-profit corporations and entities formed outside Florida. Mergers must follow the nonprofit law’s merger rules. Nonprofits can donate for public welfare, religious, charitable, scientific, literary, educational, or similar purposes. The law expressly adds literary purposes and does not require donations.

Nonprofits gain paths to change form

Florida nonprofits can convert into other eligible Florida entities or eligible out-of-state entities through the required conversion plan and approvals. Eligible entities can also convert into Florida nonprofits. Out-of-state conversions require the relevant jurisdiction's governing law to permit the change. Florida nonprofit law governs for-profit corporations that become nonprofits, but the specific conversion rules take priority when they conflict.

Older nonprofit agreements keep merger protections

Protected agreements include qualifying agreements in effect before July 1, 2026. When such an agreement remains in effect at conversion, its merger terms also apply to conversion if conversion is not mentioned. This treatment lasts until the relevant term is first amended after July 1, 2026.

Out-of-state nonprofits can update agents

Out-of-state nonprofits can report registered-office or agent changes through a change statement, annual report, or reinstatement application. A change statement takes effect when the Department of State files it; agents changing office names or addresses must first notify the corporation in writing. Resigning agents must promptly mail their resignation to the corporation's current mailing address, regardless of its active status. Their appointment ends when a replacement is designated by filing or on the 31st day after resignation filing, whichever comes first. Former agents have no responsibility for matters sent to them after resignation takes effect.

Acting before nonprofit formation brings personal liability

People who act for a nonprofit knowing it has not been incorporated are personally liable for obligations their actions create. Each responsible person can be required to pay the full obligation, not just a share.

Creditors can collect unpaid nonprofit member debts

A nonprofit’s creditor can seek money a member already owes the nonprofit, not impose a general membership debt. Usually, the creditor must first win a final judgment and fail to collect all or part from the nonprofit. That collection step is unnecessary if it is useless. Other creditors can join, and members with unpaid amounts can be added to the case. A member’s payment reduces both the member’s debt and the nonprofit’s debt by the amount paid.

Nonprofit lawsuits require qualifying roles

Directors, officers, and members suing on a corporation's behalf must hold that role when the case starts and when challenged conduct occurred. Members can also qualify through transfer or operation of law from someone who was a member then. For out-of-state corporations sued on their behalf in Florida, home-jurisdiction law generally governs the specified derivative-action issues. Florida law governs case pauses, settlement or discontinuance and notice, proceeds, and expenses.

Nonprofit members face buyout limits

A nonprofit described in federal tax section 501(c)(3) cannot buy a member's membership interest or related rights. Other nonprofits can do so only when their articles or bylaws allow it. Purchases from resigning or terminated members must leave the nonprofit able to pay debts, with assets at least equal to liabilities. A nonprofit cannot hold or use membership rights in itself; any permitted purchase of its own membership interest cancels that interest.

Nonprofits can charge authorized member dues

Florida nonprofits can charge members dues, fees, and assessments when their articles or bylaws authorize them. Those documents can set charges and collection methods, or let the board or members decide them. They can also allow different charges by member or class, exemptions, and reasonable steps to collect unpaid charges. The law sets no dollar amount.

Leaving nonprofits must preserve lawsuit contact

A foreign nonprofit withdrawing from Florida must file notice signed by an officer or director. It must provide mailing and email addresses and report later address changes. The notice ends its registered agent’s authority and appoints Florida’s Secretary of State to receive legal papers. This arrangement covers claims arising while the nonprofit was authorized in Florida.

Corporate moves and mergers change filings

An authorized out-of-state corporation's Florida certificate of authority is automatically canceled when its change of home jurisdiction takes effect. Limited liability companies can no longer use a nonprofit merger filing under section 617.1108 to skip their own merger-articles filing. The exemption remains for qualifying filings under sections 607.1105, 620.2108(3), or 620.8918(3). Those filings must substantially meet the limited liability company merger-filing requirements.

Out-of-state nonprofits face court access limits

Out-of-state nonprofits that fail registered-office and agent requirements cannot bring or continue Florida court cases until they comply and pay required amounts. Courts can pause cases and order penalties of $5 per day of noncompliance, capped at $500. The law also removes an express limit on Florida regulating authorized out-of-state corporations' organization or internal affairs. That repeal does not itself state a new regulatory requirement.

Property trusts lose one listed category

The law removes the separate listing for an 'eleemosynary institution,' meaning a charitable institution, from a corporate property-holding rule. The rule concerns corporations holding legal title while listed groups hold beneficial interests. Nonprofit corporations and fraternal, benevolent, charitable, or religious societies and associations remain listed.

State claims can reach nonprofit property

Corporations owning Florida real estate or mortgages must designate a registered agent and office. That designation alone does not establish that they do business in Florida. In covered subpoena-related enforcement, the Department of Legal Affairs can record a pending legal claim against corporate property without prior court approval. A recorded payment judgment becomes a lien against that property.

Known creditors face nonprofit closing deadlines

A dissolved nonprofit or its successor can send known creditors written notice to resolve their claims. Notice must go out no later than 270 days before the third anniversary of dissolution. Creditors get at least 120 days after receiving notice to submit claims. After receiving a rejection, a creditor has 120 days to sue in the proper Florida circuit court or lose the claim.

Member lawsuits follow new nonprofit procedures

The law repeals the former nonprofit member derivative-action section and establishes a new process for suits brought for the corporation. The process requires verified pleadings, details about demands and refusals, and court approval of settlements. Courts can award expenses and lawyer fees to prevailing parties. Plaintiffs can owe defendants’ costs when a suit lacks reasonable cause or serves an improper purpose.

Nonprofit closure claims face recovery limits

After filing or publishing a dissolution notice, a nonprofit can ask a court to set security for estimated unknown or future claims. It must notify known holders of contingent claims within 10 days after applying and pay any appointed guardian's reasonable fees and expenses. Providing the required security satisfies covered claim obligations and blocks those claims against recipients of liquidation assets; barred or reasonably expected barred claims need no provision. Leaders who handle claims through the law's specified procedures gain personal-liability protection, while unbarred claims can still reach undistributed assets or members, subject to the security exception. A member owes no more than the lesser of their proportional share of a claim or assets received, with total liability capped at total assets received.

Nonprofit lawsuits bring protections and costs

A lawsuit brought on a nonprofit's behalf cannot be ended or settled without court approval. Courts must order notice when the outcome substantially affects members, and can assign notice costs to any party. Courts can order the nonprofit to pay reasonable legal expenses from recovered money when a plaintiff succeeds fully or partly. Plaintiffs can be ordered to pay defendants' reasonable defense expenses when a case lacks reasonable cause or serves an improper purpose. The law sets no fixed expense award.

Nonprofit meetings gain protection and limits

Members generally need 10% of the votes on an issue to demand a special meeting, up from 5%. Articles or bylaws can set a different threshold; demands must be signed, dated, delivered to the secretary, and state the purpose. Missing an annual member meeting alone does not dissolve a nonprofit or forfeit its corporate status. Otherwise valid corporate actions remain valid, subject to the law's director or member deadlock exception.

Nonprofit member and board rules change

Members have equal rights and duties unless governing documents differ; rights predating July 1, 1991, remain until those documents change. Membership-transfer terms in the articles must follow the law’s transfer requirements. Boards adopt initial bylaws unless the articles reserve that power to members. Changing board size no longer requires the prior member vote, but minimums remain: generally one director, or three for 501(c)(3) nonprofits. Corporate seals can say either “corporation not for profit” or “nonprofit corporation.”

Nonprofit members can leave but owe debts

Nonprofit members can resign anytime, but leaving or losing membership does not erase earlier commitments, including dues, assessments, or fees. Members cannot transfer membership rights unless the articles or bylaws allow it. A later restriction on an allowed transfer right does not bind earlier members without their approval. Challenges to expulsion, suspension, or termination must start within 1 year of its effective date, even when notice was defective.

Nonprofit members gain access with privacy limits

Members can inspect specified records with 5 business days’ written notice, down from 10; these rights also cover subsidiary records. Board and committee records require a good-faith, specific request for a proper purpose tied to the member’s interest. Governing documents cannot remove inspection rights, but nonprofits can set reasonable confidentiality limits and restrict improper sale or sharing. Without board consent, member lists cannot support unrelated business or fundraising; fundraising solely to seek member votes is allowed. Courts can order prompt access and reasonable legal costs unless the nonprofit reasonably doubted access rights or the member rejected reasonable restrictions.

Nonprofit membership costs and fine protections

Unless its articles or bylaws say otherwise, a nonprofit can offer free membership or require a board-set contribution. Contributions can include payment promises, property, or past or future services, on terms set by its governing documents or board. A nonprofit can fine or penalize members only when its articles or bylaws allow it. Members must get notice and a chance to be heard first, except for late fees on unpaid dues. The law sets no membership price or fine amount.

Nonprofit moves preserve debts and consent

A member generally must give separate written consent before conversion creates personal liability for the entity's obligations. Consent is unnecessary when existing liability terms stay substantially the same, except for changes reducing or removing liability. Every member becoming a general partner must consent in writing before conversion takes effect. Conversion or a change of home jurisdiction does not erase personal liability for earlier debts, but earlier liability alone does not cover later debts. New liability generally covers only later obligations, subject to the governing-law and document exceptions stated in the law.

Nonprofit voting authority gets clearer checks

Nonprofits can reject votes, ballots, consents, waivers, demands, or proxies when authorized reviewers reasonably doubt a signature or signing authority. Reviewers must act in good faith. For entity members, the governing-body chair, president, vice president, secretary, or treasurer has default authority to act. Governing documents or resolutions can change that authority, with certified documentation presented before the action is taken. Conflicting representatives are resolved by the statutory officer order unless timely documentation establishes another arrangement.

Condo leaders face duties and removal

Beginning July 1, 2026, condo officers, directors, and agents must act in good faith, with reasonable care, in the association's interests. They can owe monetary damages for misconduct covered by the law's liability exceptions. An officer or director formally charged with a crime listed in the law must be removed while the charge is pending. During that time, they cannot serve in any association or access official association records without a court order. If the charge ends without a finding of guilt, they must be reinstated for any remaining term.

Housing associations leave nonprofit records rules

Qualifying homeowners', condominium, and cooperative associations are exempt from the listed chapter 617 corporate records provisions. The exemption covers homeowners' associations defined by section 720.301 and corporations regulated under chapters 718 or 719. It removes those nonprofit records requirements, but does not itself establish replacement access rights or eliminate rights under other laws.

Closing nonprofits get court-appointed winding-up help

A nonprofit closing before it starts its affairs must include an asset-distribution statement in its dissolution papers. The statement must confirm that remaining net assets were distributed under the applicable law. A Florida circuit court can appoint a trustee, custodian, receiver, or provisional director to handle a dissolved nonprofit's property. This help is available when a director or officer cannot or will not serve, or cannot be found.

Courts can remove harmful nonprofit directors

A court can remove a nonprofit director for fraud, gross abuse of the role, or intentional harm to the nonprofit. After considering the conduct and other remedies, the court must find removal is in the nonprofit's best interest. It can also bar the director from serving again for a set period. Only members, officers, or directors can bring the case, using the law's procedures for suits on the nonprofit's behalf. A member complaint must be filed or formally joined by members holding at least 10% of voting power.

Courts can rescue nonprofits at a cost

With sufficient support, courts can appoint a receiver, custodian, or provisional director instead of dissolving a nonprofit, or grant other relief. These remedies are available before a dissolution judgment or afterward to help wind up the nonprofit. In member- or director-filed cases, a provisional director must be impartial and likely to address the claimed problems. The appointee has director powers, reports as the court directs, cannot be a member or creditor of related entities, and receives reasonable compensation and expenses from the nonprofit. Courts can also award fees and costs to parties harmed by arbitrary, frivolous, harassing, or bad-faith participation in dissolution cases.

Courts gain nonprofit remedies with deadlock limits

Qualifying members, directors, or other authorized people can seek dissolution for added reasons, including illegal or fraudulent control. Other grounds include serious deadlock harm or too few assets to continue when no director or member quorum can assemble. A member voting deadlock over electing successors must span at least two consecutive annual meeting dates. Courts can appoint an eligible organization or person as receiver or custodian. In specified deadlock cases, courts cannot appoint one when another remedy is available, but can enforce that remedy.

Members can seek inactive church dissolution

A member can ask the local circuit court to dissolve a church or religious society after 2 consecutive years without worship. Another ground is reduced membership or finances making worship or property protection impossible for 2 years. The member must prove the facts to the court’s satisfaction. The court can transfer the property to the denomination the church or society belonged to.

Nonprofit boards gain flexibility and limits

Most nonprofits can have one or more directors, but federally tax-exempt 501(c)(3) nonprofits must have at least three. Boards take corresponding member actions when the nonprofit has no members or no members entitled to vote on the matter. The law removes a special rule allowing chapter or affiliate representatives to vote alongside boards of registered charitable solicitors. Unless articles or bylaws say otherwise, committees follow board rules in sections 617.0820, 617.0823, and 617.0824. Section 617.0822 is no longer automatically applied to committees.

Nonprofit investigations reach member information

Domestic and out-of-state corporations owning Florida property or mortgages, or conducting affairs in Florida, must answer covered state subpoenas within 30 days. Requested records can include names and addresses of the 100 members with the most voting power, currently and during the preceding 12 months. Naming an attorney or accountant as registered agent or designated representative waives privilege against Florida authorities for communications about required information. Naming a spouse no longer triggers that waiver, and these subpoena rules no longer include alien business organizations.

Nonprofit law repeals three older rules

The law repeals Florida Statutes sections 617.1805, 617.1806, and 617.2102. The supplied text does not describe their subjects or replacements, so their practical effects cannot be determined.

Nonprofit lawsuits face court review rules

A person suing on a nonprofit's behalf must verify the complaint and detail any request made to the board. The complaint must explain board rejection, inaction, harm from waiting 90 days, or why board action was not sought. Courts can pause the case while the nonprofit investigates. On the nonprofit's request, courts can dismiss claims when qualified directors or an independent court-appointed panel find continuing is against its interests. The nonprofit must prove a good-faith, reasonable inquiry by a qualified group; governing-document rights, statutory rights, and the court's powers remain protected.

Nonprofit legal cost protections change coverage

Corporate indemnification rules apply to Florida nonprofits and rural electric cooperatives. These rules address protection against covered legal costs and liabilities. References to directors include managers and trustees, and references to shareholders include members. The law also removes the prior director-liability cross-reference and nonprofit-specific exception; the provided text does not establish a guaranteed payment amount.

Nonprofits get time to fix compliance failures

Florida must notify a nonprofit before dissolving it for listed compliance failures. These include missing annual reports or fees, registered-agent problems, unreported office changes, and incomplete or untruthful answers to state questions. The nonprofit has 60 days after notice to fix every problem or show it does not exist. Otherwise, the state must dissolve it; notice can be emailed when the nonprofit provided an email address. An eligible foreign entity authorized in Florida can serve as registered agent if its business address matches the registered office.

Nonprofits keep records and inform members

Nonprofits must keep governing documents, board and member records, communications, leadership contacts, accounting records, and their latest annual report. Required records must be available for inspection within a reasonable time, and accounting records must support required financial statements. Nonprofits with members must maintain an alphabetical member list by class; electronic contact details are optional. When voting and notice cutoff dates differ, newly admitted voting members can request the meeting notice and information sent to members. Separate delivery is unnecessary when the information is generally available, and failure to provide it does not invalidate meeting actions.

Unresolved nonprofit claims get closing deadlines

A dissolved nonprofit or successor can file or publish notice to resolve certain claims it does not know about. Covered claimants generally have 4 years to start enforcement, unless another law bars the claim sooner. The clock starts when notice is filed with the state or at the second consecutive weekly publication. Notice must explain how to submit a written claim and provide a mailing address. Any entity can receive remaining assets for liquidation under the broader successor definition, subject to the successor entity’s liabilities.

Timeshare leaders gain limited liability protection

Beginning July 1, 2026, covered timeshare association officers, directors, and agents must act in good faith and with reasonable care. They must act in the association's interests; covered agents include management firms and specified licensed employees. They generally receive protection from monetary damages. That protection excludes criminal-law violations, improper personal benefits, recklessness, bad faith, malicious purpose, and wanton and willful disregard of rights, safety, or property.

Closing nonprofits follow separate asset rules

Nonprofits selling or distributing assets while closing follow the dissolution process rather than the usual major-asset-transfer rules. After dissolution takes effect, qualifying successors are also covered by the listed dissolution provisions.

Corporations face penalties for missing agents

Domestic and foreign corporations must keep a Florida registered office and agent when they own Florida property or mortgages, or conduct affairs there. Noncompliance creates a $500 liability for each year or part of a year. The state may forgive that amount after compliance. Noncompliant corporations also face court penalties and limits on defending state actions. These requirements no longer cover alien business organizations.

Foreign nonprofits face name rules and options

Foreign corporations must use compliant alternate names when their actual names are unavailable or fail Florida naming rules. Alternate names generally must link to actual names, except for specified suffix additions, and avoid separate fictitious-name requirements. A later noncompliant name cannot be used until the corporation adopts a compliant name and gets an amended certificate. A conflicting registered name can be approved when its current holder consents and agrees to change its name. A certified final court judgment establishing the applicant's right to use the name also permits registration.

Foreign nonprofits gain clearer operating authority

Florida cannot deny a foreign corporation authority solely because its home jurisdiction's laws differ from Florida's. The law removes an older, narrower rule about differences in corporate organization and internal affairs. After filing fees are paid, a certificate authorizes Florida operations unless the Department of State finds the application fails filing requirements. A certificate does not permit activities or powers that corporations are barred from exercising in Florida.

Foreign nonprofits must update agent records

Foreign corporations generally must seek an amended certificate within 90 days after their agent's name or Florida street address changes. No amended certificate is needed when the change was timely reported through the registered-agent update process. Original application requirements generally apply, except when the home records office did not require an amendment for the change. Authorized foreign corporations can also use amended certificates to add, remove, or update officer and director information.

Members get votes on major asset sales

Selling or transferring all or nearly all nonprofit property requires board approval and approval from members entitled to vote. Members receive notice describing the deal and what the nonprofit receives. Approval generally needs a quorum and a majority of all votes entitled to be cast, not just votes cast. Higher thresholds can apply; boards generally recommend approval or explain why they do not. Without voting members, a majority of current directors can authorize the deal.

Merger survivors inherit debts and duties

A merger survivor receives the merging entities' property and rights and assumes their debts, duties, and liabilities. Other entities stop existing separately; the merger does not require winding up or itself create dissolution rights. Creditors keep their rights and liens, while interest holders receive plan rights and any applicable appraisal rights. Foreign survivors conducting affairs in Florida must follow foreign-corporation rules and accept state service of papers for domestic merger-party obligations. Florida law governs effects for a Florida corporate survivor; otherwise, the survivor's governing law applies.

New filing rules for registered agents

Corporations must file agent or office changes, and new agents must accept in writing; matching business addresses and board authorization are no longer required. Agents must promptly tell represented corporations about filed name or address changes, which take effect when filed. Updates can also use annual reports, reinstatement applications, or article amendments or restatements. Agents can resign regardless of corporate status by filing signed notice and mailing a copy to the corporation. Resignation takes effect after 31 days or when a replacement is filed, whichever comes first, ending responsibility for later deliveries.

New nonprofit filing and notice rules

A filing can be withdrawn before it takes effect, except for filings covered by listed statutory exceptions. The withdrawal must identify the filing and have all original signatures, unless the signers agreed otherwise and that agreement is stated. Filing the withdrawal stops the related action or transaction; filing a corporate name gives public notice but does not establish ownership. Registered agents must forward legal papers, notices, and demands to the corporation's latest supplied address. Agents who resign must also send the required resignation notice to that address.

Nonprofit article changes balance approval rights

Nonprofits can add or change lawful article provisions, or remove unneeded ones; legality is measured when the change takes effect. Voting members generally approve changes with notice and a quorum; boards recommend approval or explain why they do not. Unless articles say otherwise, boards can make listed changes alone, including extending duration, removing historical information, or making specified name changes. Without voting members, a majority of current directors can generally approve; incorporators can act when no board exists. Changes to someone's director-appointment right generally need that person's approval, and higher voting requirements or board-set conditions can apply.

Nonprofit boards follow new leadership rules

Unless articles or bylaws say otherwise, voting members elect directors annually; boards elect directors for nonmembership nonprofits without another selection method. Initial directors are exempt, and member classes can elect designated seats. The selecting group generally controls removal; removing board-selected directors without cause needs two-thirds of current directors, or a higher required vote. Removed directors must return records within 72 hours and cannot seek reelection until the next annual director election. Remaining directors can usually fill vacancies below a quorum, but electing groups get the first 3 months; nonmember-appointed and designated seats have separate limits.

Nonprofit boards get clearer decision rules

Unless articles or bylaws say otherwise, the chair, president or similar officer, or 20% of current directors can call board meetings. Regular meetings need no notice; special meetings need 2 days' notice of date, time, and place, but generally not purpose. Boards and committees can act without meetings when every member signs and delivers written consent, unless governing documents say otherwise. Action takes effect upon the last signature and delivery unless another date is stated; directors can revoke before all unrevoked consents arrive. Attendance waives meeting objections unless directors object immediately and then do not vote for or consent to action.

Nonprofit conflict deals need fairness safeguards

A director's conflict-of-interest deal is not invalid, or grounds for damages, solely because of the conflict when it is fair. Fairness weighs benefits, the director's dealings, and comparison with a deal between independent parties. After disclosure and proper approval, challengers must prove unfairness; otherwise, defenders must prove fairness. Board approval needs a majority of qualified directors and cannot rest on one director alone. Member approval needs a majority of disinterested votes cast, or written consent covering a majority of all available disinterested votes.

Nonprofit conversions keep debts and contracts

After approval, an entity must sign and file conversion papers with Florida's Department of State. A resulting foreign entity's conversion takes effect at the later time set by its governing law or Florida filing rules. The entity continues without interruption or dissolution, keeping property, contracts, debts, and duties; the plan controls changes to member interests and rights. A foreign entity's existing Florida authorization under a similar law ends automatically when its conversion takes effect. Conversion into an eligible Florida entity formed by a state filing also automatically withdraws the old foreign certificate, without a separate withdrawal filing.

Nonprofit conversions need approval and safeguards

A Florida nonprofit converting to another eligible entity type needs a board-adopted plan. Voting members generally must approve unless the articles or bylaws say otherwise; without voting members, board adoption is enough. Notice, disclosure, quorum, separate-group votes, and any required outside approvals apply, including higher thresholds required by law or governing documents. Before the conversion takes effect, affected people retain approval rights over specified payment, governing-rule, or materially harmful plan changes. Amendments follow the plan's process or original approval process, and the nonprofit can abandon the plan; filing an abandonment statement stops the conversion.

Nonprofit filings gain flexibility and deadlines

Filings usually take effect when accepted; delayed dates cannot exceed 90 days, and initial articles can reach back five business days. Florida’s filing location controls timing when no place or time zone is stated. Plans can depend on outside facts if explained, but names, registered offices, agents, effective dates, and approval information cannot. If affected members lack notice and facts are absent from specified public sources, the corporation must promptly file an amendment without another vote. Corporations can correct inaccuracies, false information, signing defects, or faulty electronic delivery within 30 days; correction filings cannot delay their effective date.

Nonprofit leaders face clearer service duties

Directors serve one-year terms unless the articles or bylaws set another term; reducing board size or terms does not end current terms early. Vacancy replacements generally finish the term, and directors generally stay until successors take office, subject to governing-document and board-size exceptions. Officers must act in good faith, with reasonable care, and in what they reasonably believe are the nonprofit's best interests. They can rely on qualified staff, advisers, and board committees unless they know reliance is unjustified; religious nonprofits also have religious-authority exceptions. Officers must report important information about their work and actual or likely serious legal violations or breaches of duty.

Nonprofit leaders get clearer legal duties

Nonprofit directors must act in good faith, with reasonable care, and in what they reasonably believe are the corporation's best interests. They can rely on delegated work and qualified staff, advisers, or committees when that reliance is justified. Religious nonprofits' directors can also rely on religious authorities. Directors and officers are not treated as trustees of the corporation or its trust property, including donor-restricted property.

Nonprofit mergers expand with voting safeguards

Florida nonprofits can merge with domestic or foreign eligible entities; noncorporate participants must also be allowed by their governing law. Boards adopt merger plans, and voting members generally approve by a majority of votes cast with a quorum. Separate voting groups, higher thresholds, or board conditions can apply; without voting members, a majority of current directors can approve. Boards generally recommend approval or explain why they do not, and plan amendments generally need each party's consent unless the plan says otherwise. Original voters retain approval rights over changed payments, specified governing-document changes, or changes that materially harm their interests.

Nonprofit moves require plans and approvals

Nonprofits can change their home jurisdiction between Florida and another jurisdiction when the other jurisdiction's governing law allows it. A Florida nonprofit moving out must prepare a plan explaining changes to member interests and rights, resulting governing rules, and other terms. Board adoption and voting-member approval are generally required; meeting notices must include the plan and resulting governing rules. Unless governing documents or law require otherwise, both quorum and approval require a majority of all votes entitled to be cast, including separate voting groups. Required additional written approvals apply, and members taking on personal liability generally must separately consent in writing, except for the law's existing-liability exception.

Nonprofit name choices expand with safeguards

A corporation can register a similar name when the existing entity consents and agrees to change its name. A certified final court judgment establishing the applicant’s right to the name is another route. A foreign nonprofit registering its name must provide an existence or good-standing certificate from its place of incorporation. A similar substitute document is no longer accepted. After Florida authority is revoked, the name stays unavailable for 1 year unless the corporation gives signed permission for earlier use.

Nonprofit payouts face limits and exceptions

Nonprofits generally cannot pay dividends or distribute net earnings to members, directors, or officers. Exceptions allow permitted pay and benefits, authorized membership purchases, dissolution payouts, and partial-liquidation payouts expressly allowed by the articles. Qualifying nonprofit or government members, or those able to appoint directors, can also receive distributions. Qualifying utilities retain refunds needed to preserve tax status; covered housing and recorded-membership corporations retain refunds, credits, insurance proceeds, and settlements. Certain dividends from nonprofit insurance subsidiaries to their mutual insurance holding companies are not treated as distributions.

Nonprofit reports carry court access penalties

Florida nonprofits and authorized out-of-state nonprofits must file annual reports between January 1 and May 1, starting the next year. Reports identify the corporation, offices, directors, and officers; missing information can be corrected within 30 days after notice. The first yearly filing is the annual report; later filings are amendments, and registered-agent changes count as change statements. Noncompliant corporations cannot bring or continue Florida court cases until they file and pay required fees and penalties; dissolution or canceled authority remains possible. Administratively dissolved Florida nonprofits can seek reinstatement using a state form or current annual report signed by their agent and an officer or director, paying all fees at current rates.

Nonprofit transactions require current annual reports

Entities in covered mergers, conversions, and jurisdiction changes must be active and current on annual reports through December 31 of the filing year. An approved merger can be abandoned before it takes effect, as its plan allows. Unless the plan prohibits it, the board can also abandon the merger using the original approval process. If merger papers are already submitted, every signing party must sign and file an abandonment statement before the merger takes effect.

Out-of-state nonprofits face authority loss deadlines

Florida can revoke an out-of-state nonprofit’s authority for listed reporting, payment, registered-agent, false-filing, or corporate-status failures. Annual reports are due by 5 p.m. Eastern Time on the third Friday in September. Missing that deadline results in revocation on the fourth Friday in September. For unpaid fees or penalties, the state must give notice and 60 days to pay or show nothing is owed.

Out-of-state nonprofits face exit and reinstatement rules

Out-of-state nonprofits must file withdrawal notices after winding up, merging into an unauthorized foreign entity, or converting into an entity not formed by public filing. Claims from their period of Florida authorization can still be served after withdrawal following conversion. Florida's Department of Legal Affairs can ask a court to stop nonprofits conducting affairs in violation of the nonprofit law. Revoked nonprofits can seek reinstatement at any time through an application or current annual report signed by the registered agent and an officer or director. With correct information and all fees and penalties paid at current rates, the state must restore authority back to the revocation date.

Out-of-state nonprofits get liability and notice rules

An out-of-state nonprofit's home law governs its organization, internal affairs, and members' liability, even without Florida authorization. Members, officers, and directors are not personally liable for its debts solely because it lacks Florida authorization. Florida's Secretary of State receives legal papers for cases arising from Florida business when the nonprofit lacks or cancels its certificate. Registered agents must accept appointments in writing and confirm they understand and accept the duties. They must forward legal papers and notices to the nonprofit's latest supplied address and provide the required resignation statement when leaving.

Parent entities can bypass merger votes

Parents holding at least 80% of each subsidiary voting class can use a streamlined merger process. The subsidiary can merge into the parent, or the parent into the subsidiary. A merger into another controlled entity also requires 80% control of each voting class and series of that entity. Subsidiary board and member approval is unnecessary unless governing documents require it. The parent must notify every subsidiary member within 10 days after the merger takes effect.

Sponsors & Cosponsors

Sponsor

Kaylee Tuck
Republican • House

Cosponsors

Civil Justice & Claims Subcommittee
Affiliation unavailable
Commerce Committee
Affiliation unavailable

Roll Call Votes

All Roll Calls

Yes: 150 • No: 0

Senate vote • 3/4/2026

Senate Floor Vote

Yes: 36 • No: 0

House vote • 2/25/2026

House Floor Vote

Yes: 114 • No: 0

Actions Timeline

Chapter No. 2026-168
6/26/2026
Approved by Governor
6/25/2026
Signed by Officers and presented to Governor
6/15/2026
Ordered enrolled
3/4/2026House
In Messages
3/4/2026House
CS passed; YEAS 36 NAYS 0 -SJ 527
3/4/2026Senate
Read 3rd time -SJ 527
3/4/2026Senate
Read 2nd time -SJ 527
3/4/2026Senate
Substituted for CS/SB 554 -SJ 527
3/4/2026Senate
Placed on Calendar, on 2nd reading
3/4/2026Senate
Withdrawn from Rules -SJ 522
3/4/2026Senate
Received
2/26/2026Senate
Referred to Rules
2/26/2026Senate
In Messages
2/25/2026Senate
CS passed; YEAS 114, NAYS 0
2/25/2026House
Read 3rd time
2/25/2026House
Added to Third Reading Calendar
2/25/2026House
Read 2nd time
2/25/2026House
Bill added to Special Order Calendar (2/25/2026)
2/19/2026House
Added to Second Reading Calendar
2/12/2026House
Bill referred to House Calendar
2/12/2026House
1st Reading (Committee Substitute 2)
2/11/2026House
CS Filed
2/11/2026House
Laid on Table under Rule 7.18(a)
2/11/2026House
Reported out of Commerce Committee
2/11/2026House

Bill Text

er
7/1/2026
PDF
c2
2/11/2026
PDF
c1
1/23/2026
PDF
Filed
12/17/2025
PDF

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