No. CS/SB 554
Filed under Housing.
Nonprofit Corporations; Renaming the “Florida Not For Profit Corporation Act” as the “Florida Nonprofit Corporation Act”; revising the circumstances in which a domestic or foreign corporation may correct a document filed with the department; requiring all courts, public offices, and official bodies to receive all certificates issued by the department as prima facie evidence of certain facts; authorizing a corporation to register under a name that is not otherwise distinguishable on the records of the department under certain circumstances; prohibiting a corporation from paying any dividend and making distributions of any part of its net income or net earnings to its members, directors, or officers, etc.
Plain English Summary
AI-GENERATEDFlorida nonprofits can no longer distribute net income to members, directors, or officers, except for reasonable compensation or during dissolution. This closes a loophole that allowed some entities to funnel profits to insiders while retaining nonprofit status.
Corporations that fail to maintain a registered office and agent in the state now face a $500 annual penalty. The Department of Legal Affairs can also file a lis pendens against the corporation's property to enforce compliance.
The bill allows corporations to correct or withdraw filed documents before they take effect. It also permits specifying delayed effective dates, giving entities more control over when their legal changes become active.
Courts and public offices must now accept certificates issued by the Department of Legal Affairs as prima facie evidence of certain facts, streamlining legal proceedings and reducing the need for additional proof of corporate status.
AIAdds a new subsection requiring that if a filed document's terms depend on external facts, the document must specify how those facts operate. It prohibits making certain core details, like names and effective dates, dependent on external facts.
AIReplaces the old rule that documents are effective upon filing with a detailed framework allowing for specified effective times, delayed dates (capped at 90 days), and prior dates for initial articles (capped at 5 business days).
AIBroadens the definition of correctable errors from 'incorrect statements' to 'inaccuracies' and adds a new mechanism allowing corporations to withdraw a filing before it takes effect by submitting a signed withdrawal statement.
AIAdds definitions for 'charitable asset,' 'charitable purpose,' 'insolvent,' and 'nonprofit corporation' to the statute.
AICreates a new section defining 'qualified director' and 'material interest' for specific corporate actions.
AIBroadens joint and several liability for preincorporation acts by removing the defense for parties who also knew the corporation did not exist.
AIImposes a $500 annual penalty on domestic or foreign corporations that fail to maintain a registered office and agent, with the Department of Legal Affairs empowered to file a lis pendens.
AIProhibits all nonprofit corporations from paying dividends or distributing net income to members, directors, or officers, with specific exceptions for compensation, dissolution, and certain regulated entities.