State of the Nonprofit Regulatory Environment in FLORIDA

1 Bifurcation of charitable regulatory body

Bifurcated Regulatory Structure

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

FL Code § 496.405(1)

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Yes - F.S. § 496.405(1)

Registration Office

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

BIFURCD-REGIOF-NS

REGULATORY BODY: Not Specific

NOTES: Florida Department of Agriculture and Consumer Services https://www.freshfromflorida.com/Business-Services/Solicitation-of-Contributions

2 Notice, Filing or Review of Transactions

Sale of Assets

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

REPORTS-ASSETS-AG

REGULATORY BODY: Attorney General

NOTES: No

REPORTS-ASSETS-OT

REGULATORY BODY: Other

NOTES: No

Mergers

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

REPORTS-MERGER-AG

REGULATORY BODY: Attorney General

NOTES: No

FL Code § 617.1105

REGULATORY BODY: Other

STATUTE TEXT: 617.1105 Articles of merger.oArticles of merger must be executed by each corporation, as provided in s. 617.01201 and must set forth:(1) The plan of merger; (2) If the members of any merging corporation are entitled to vote on such a plan, then, as to each such corporation, the date of the meeting of members at which the plan of merger was adopted, a statement that the number of votes cast for the merger was sufficient for approval, and the vote on the plan, or a statement that such plan was adopted by written consent and executed in accordance with s. 617.0701; (3) If a merging corporation has no members or if its members are not entitled to vote on a plan of merger, then, as to each such corporation, a statement of such fact, the date of the adoption of the plan by the board of directors, the number of directors then in office, and the vote for the plan; and (4) The effective date of the merger if the effective date of the merger is to occur after the delivery of the articles of merger to the Department of State. History.os. 71, ch. 90-179.

NOTES: Filing with Sec. of State F.S.A. § 617.1105

Certificate of Amendments

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

REPORTS-AMMEND-AG

REGULATORY BODY: Attorney General

NOTES: No

FL Code § 617.1008

REGULATORY BODY: Other

STATUTE TEXT: 617.1008 Amendment pursuant to reorganization.o(1) A corporationis articles of incorporation may be amended without action by the board of directors or members to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under any federal or state law if the articles of incorporation, after amendment, contain only provisions required or permitted by s. 617.0202. (2) The individual or individuals designated by the court shall deliver to the Department of State for filing articles of amendment setting forth: (a) The name of the corporation; (b) The text of each amendment approved by the court; (c) The date of the courtis order or decree approving the articles of amendment; (d) The title of the reorganization proceeding in which the order or decree was entered; and (e) A statement that the court had jurisdiction of the proceeding under federal or state law. (3) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan. History.os. 67, ch. 90-179.

NOTES: Sec. of State; but may be reorganized by Court decree [F.S.A. § 617.1008]

Does the state require annual financial reporting by charitable organizations in addition to filing a copy of the 990 with the regulator (if filing 990 is required)?

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

FL Code § 496.407

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Fla. Stat. § 496.407: Financial Statement Fla. Stat. § 986.4071: Supplemental financial disclosure required for charities with $1 million in total revenue and spent less than 25 percent of the organization or sponsor’s total annual functional expenses on program service costs Fla. Stat. § 986.4072: Financial statements for specific disaster relief solicitations are required to be filed quarterly for in-state solicitations related to a specific disaster or crisis and the organization receives at least $50,000 in contributions

FL Code § 986.4071

REGULATORY BODY: Not Specific

STATUTE TEXT:

FL Code § 986.4072

REGULATORY BODY: Not Specific

STATUTE TEXT:

3 Notice or Action for Dissolutions

Voluntary Dissolutions

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

DISSOLV-VOLUNT-AG

REGULATORY BODY: Attorney General

NOTES: No

FL Code § 617.1403

REGULATORY BODY: Other

STATUTE TEXT: 617.1403 Articles of dissolution.o(1) At any time after dissolution is authorized, the corporation may dissolve by delivering to the Department of State for filing articles of dissolution setting forth: (a) The name of the corporation; (b) If the corporation has members entitled to vote on dissolution, the date of the meeting of members at which the resolution to dissolve was adopted, a statement that the number of votes cast for dissolution was sufficient for approval, or a statement that such a resolution was adopted by written consent and executed in accordance with s. 617.0701; and (c) If the corporation has no members or if its members are not entitled to vote on dissolution, a statement of such fact, the date of the adoption of such resolution by the board of directors, the number of directors then in office, and the vote for the resolution. (2) A corporation is dissolved upon the effective date of its articles of dissolution. History.os. 77, ch. 90-179.

NOTES: Sec of State F.S.A. § 617.1403;

Judicial Dissolutions

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

FL Code § 617.1430 ;; 617.143

REGULATORY BODY: Attorney General

STATUTE TEXT: 617.1430 Grounds for judicial dissolution.oA circuit court may dissolve a corporation:(1)(a) In a proceeding by the Department of Legal Affairs if it is established that: 1. The corporation obtained its articles of incorporation through fraud; or 2. The corporation has continued to exceed or abuse the authority conferred upon it by law. (b) The enumeration in paragraph (a) of grounds for judicial dissolution does not exclude actions or special proceedings by the Department of Legal Affairs or any state official for the annulment or dissolution of a corporation for other causes as provided by law. (2) In a proceeding brought by at least 50 members or members holding at least 10 percent of the voting power, whichever is less, or by a member or group or percentage of members as otherwise provided in the articles of incorporation or bylaws, or by a director or any person authorized in the articles of incorporation, if it is established that: (a) The directors are deadlocked in the management of the corporate affairs, the members are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered; (b) The members are deadlocked in voting power and have failed to elect successors to directors whose terms have expired or would have expired upon qualification of their successors; or (c) The corporate assets are being misapplied or wasted. (3) In a proceeding by a creditor if it is established that: (a) The creditoris claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent; or (b) The corporation has admitted in writing that the creditoris claim is due and owing and the corporation is insolvent. (4) In a proceeding by the corporation to have its voluntary dissolution continued under court supervision. History.os. 86, ch. 90-179; s. 44, ch. 2009-205.

NOTES: F.S.A. § 617.1430

FL Code § 617.1431

REGULATORY BODY: Other

STATUTE TEXT: 617.1431 Procedure for judicial dissolution.o(1) Venue for a proceeding brought under s. 617.1430 lies in the circuit court of the county where the corporationis principal office is or was last located, as shown by the records of the Department of State, or, if none in this state, where its registered office is or was last located. (2) It is not necessary to make members parties to a proceeding to dissolve a corporation unless relief is sought against them individually. (3) A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, and carry on the affairs of the corporation until a full hearing can be held. History.os. 87, ch. 90-179.

NOTES: File with Sec. of State F.S.A. § 617.1431

Administrative Dissolutions

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

DISSOLV-ADMINI-AG

REGULATORY BODY: Attorney General

NOTES: No

FL Code § 617.1420 ;; 617.1420000000001

REGULATORY BODY: Other

STATUTE TEXT: 617.1420 Grounds for administrative dissolution.o(1) The Department of State may commence a proceeding under s. 617.1421 to administratively dissolve a corporation if: (a) The corporation has failed to file its annual report and pay the annual report filing fee by 5 p.m. Eastern Time on the third Friday in September; (b) The corporation is without a registered agent or registered office in this state for 30 days or more; (c) The corporation does not notify the Department of State within 30 days after its registered agent or registered office has been changed, after its registered agent has resigned, or after its registered office has been discontinued; (d) The corporation has failed to answer truthfully and fully, within the time prescribed by this act, interrogatories propounded by the Department of State; or (e) The corporationis period of duration stated in its articles of incorporation has expired. (2) The foregoing enumeration in subsection (1) of grounds for administrative dissolution shall not exclude actions or special proceedings by the Department of Legal Affairs or any state officials for the annulment or dissolution of a corporation for other causes as provided by law. History.os. 82, ch. 90-179; s. 17, ch. 2009-72.

NOTES: F.S.A. § 617.1420

4 Notice, Oversight or Filing of Hospital Conversions

Has Statute

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

FL Code § 155.40

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Fla. Stat. Ann. § 155.40

Requires Notice or Oversight

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

HOSPCON-OVERSI-AG

REGULATORY BODY: Attorney General

NOTES: No

FL Code § 155.40

REGULATORY BODY: Other

STATUTE TEXT:

NOTES: Fla. Stat. Ann. § 155.40

Requires Filing

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

FL Code § 155.40

REGULATORY BODY: Other

STATUTE TEXT:

NOTES: Fla. Stat. Ann. § 155.40

5 Audits

Requires Audit

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

FL Code § 496.407(1)(b)

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: F.S.A. § 496.407(1)(b) and (c)

Audit Threshold

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

AUDITFI-THRESH-NS

REGULATORY BODY: Not Specific

NOTES: 1 mil or +: Independent Audt; 500,000-1 mil: Independent CPA Audit; > $500,000 optional

6 Registration Law

Registration Law

Regulatory Action: EXEMPTION

YES: A regulation is defined in the state

FL Code § 496.401

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: West’s F.S.A. § 496.401 et seq.

7 Exemptions from Registering for Specific Organization Types

Religious Organizations

Regulatory Action: EXEMPTION

YES: A regulation is defined in the state

FL Code § 496.403

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: West’s F.S.A. § 496.403

Small organizations

Regulatory Action: EXEMPTION

YES: A regulation is defined in the state

FL Code § 496.405

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: West’s F.S.A. §§ 496.405 and 496.406 ($25k)

Educational Institutions

Regulatory Action: EXEMPTION

YES: A regulation is defined in the state

FL Code § 496.403

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: West’s F.S.A. § 496.403

Governmental Organizations

Regulatory Action: EXEMPTION

YES: A regulation is defined in the state

FL Code § 496.403

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: West’s F.S.A. § 496.403

Hospitals

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

ORGTYPE-HOSPIT-NS

REGULATORY BODY: Not Specific

NOTES: NO

Veterans organizations

Regulatory Action: EXEMPTION

YES: A regulation is defined in the state

FL Code § 496.406(1)(c)

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: West’s F.S.A. § 496.406(1)(c)

Foundations

Regulatory Action: EXEMPTION

YES: A regulation is defined in the state

FL Code § 496.405

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: F.S.A. § 496.405

Foundations that don’t solicit contributions

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

ORGTYPE-FNDNOS-NS

REGULATORY BODY: Not Specific

NOTES: NO

Charitable Trusts

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

ORGTYPE-CTRUST-NS

REGULATORY BODY: Not Specific

NOTES: NO

Parent-Teacher Organizations

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

ORGTYPE-PTOEDU-NS

REGULATORY BODY: Not Specific

NOTES: NO

Reports to congress

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

ORGTYPE-CONGRE-NS

REGULATORY BODY: Not Specific

NOTES: NO

Non-soliciting

Regulatory Action: EXEMPTION

YES: A regulation is defined in the state

FL Code § 496.405(1)

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: West’s F.S.A. § 496.405(1)

Fraternal/ Membership

Regulatory Action: EXEMPTION

YES: A regulation is defined in the state

FL Code § 496.406(1)(b)

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: West’s F.S.A. § 496.406(1)(b)

Political Orgs

Regulatory Action: EXEMPTION

YES: A regulation is defined in the state

FL Code § 496.403

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: West’s F.S.A. § 496.403

Other

Regulatory Action: EXEMPTION

YES: A regulation is defined in the state

FL Code § 496.406(1)(a))

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Specified beneficiary (West’s F.S.A. § 496.406(1)(a))

8 Defined remedies

Dissolution

Regulatory Action: REMEDY

YES: A regulation is defined in the state

FL Code § 617.1430 ;; 617.143

REGULATORY BODY: Not Specific

NOTES: F.S.A. § 617.1430

Removal of Board Members

Regulatory Action: REMEDY

A regulation is NOT defined in the state

REMEDYT-BRDRMV-NS

REGULATORY BODY: Not Specific

NOTES: No

9 Oversight of professional fundraisers

Does the state require registration by commercial fundraisers?

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

FL Code § 496.410

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Fla. Stat. § 496.410: Registration and duties of professional solicitors; Fla. Stat. § 496.4101: Licensure of professional solicitors and certain employees thereof

FL Code § 496.4101

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Fla. Stat. § 496.410: Registration and duties of professional solicitors; Fla. Stat. § 496.4101: Licensure of professional solicitors and certain employees thereof

Does the state require registration by fundraising counsel?

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

FL Code § 496.409

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Fla. Stat. § 496.409

Does the state oversee commercial-coventuring (e.g. by requiring that the co-venture be registered or by requiring that the charitable organization files the co-venture contract)?

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

FL Code § 496.414

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Fla. Stat. § 496.414

Does the state require the fundraisers to provide notice to the regulator before any solicitation campaign (in addition to annual registration and/or filing the contract)?

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

FL Code § 496.410

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: West’s F.S.A. § 496.410: “No less than 15 days before commencing any solicitation campaign or event, the professional solicitor must file with the department a solicitation notice on a form prescribed by the department.”

Does the state require specified disclosures to donors?

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

FL Code § 496.411

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Fla. Stat. § 496.411

Does the state require a copy of any contract between a charitable organization and a commercial fundraiser or fundraising counsel be filed with the regulator?

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

FL Code § 496.409

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: West’s F.S.A. § 496.409; West’s F.S.A. § 496.410

FL Code § 496.410

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: West’s F.S.A. § 496.409; West’s F.S.A. § 496.410

Does the state require annual financial reporting by commercial fundraisers?

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

FL Code § 496.410

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Paid solicitors must file financial reports 45 days after the end of each campaign or one year after the start of a campaign that lasts longer than one year. West’s F.S.A. § 496.410

Does the state require bonding of professional fundraisers?

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

FNDRAZE-BONDNG-NS

REGULATORY BODY: Not Specific

NOTES: YES: Prof. solicitors must have bond of $50k; Fla. Stat. Ann. 496.410