Foreign Nonprofits in Florida: Certificate of Authority and Registered Agent

Florida keeps its nonprofit corporation law in chapter 617, apart from the business corporation chapter. Under that chapter a nonprofit formed elsewhere is a foreign corporation, and section 617.1501 bars it from conducting its affairs in Florida until it holds a certificate of authority. The Division of Corporations (Sunbiz) issues the certificate. Chapter 617 speaks of conducting affairs where the business chapter speaks of transacting business.

Home law keeps its grip on the nonprofit's internal affairs and on the liability of its members (section 617.15015). Once authorized, the nonprofit enjoys the same rights and privileges as a Florida nonprofit of like character, and none beyond them (section 617.1505). The certificate has no bearing on tax-exempt status.

Section 617.1501(2) lists what does not count as conducting affairs, and the list is described as non-exhaustive. In everyday terms, none of the following requires a certificate on its own: a lawsuit or settlement, a board or member meeting, a bank account, sales through independent contractors, orders that take effect only after acceptance beyond Florida's borders, loans and mortgages with their security, collecting a debt, activity in interstate commerce, a lone deal closed inside 30 days, a subsidiary or stock the nonprofit lawfully holds, a limited partnership interest it does not manage, and plain ownership of real or personal property, without anything more.

Property and programs

A nonprofit that merely holds a donated Florida building falls within the last item. Chapter 617 has no counterpart to the rule that treats income-producing property as doing business, which appears in the partnership chapter. By contrast, an office, employees or programs delivered here point toward applying. Service of process is outside this list, so ask a Florida attorney when the facts are close.

The Division calls the filing an application by a foreign not for profit corporation for authorization to conduct its affairs in Florida, and its number is CR2E021. The Division's fee is $70, consisting of $35 to file and $35 for designating the registered agent. A certified copy and a certificate of status are optional at $8.75 each. Payment is one check naming the Florida Department of State as payee.

Paper is the only route. Mail the form, the cover letter and the original certificate of existence to the Registration Section, P.O. Box 6327, Tallahassee. Couriers use the Division's street address in Tallahassee: 2415 N. Monroe Street, Suite 810. Annual report reminders are sent to the email address you put on the cover letter.

What the form asks

• A name that includes Incorporated, Corporation or a word of like import, with a substitute name for Florida if the real one cannot be used
• State or country and date of incorporation, any fixed duration, and the FEI number
• When the nonprofit first conducted affairs in Florida, if that was before registering
• The principal office and the mailing address
• The purposes the nonprofit may pursue at home and will pursue in Florida
• The registered agent: name, Florida street address and a signed acceptance
• As many as six officers and directors, with titles and addresses
• An officer's signature, given under the warning about false information in a state filing

This is required. Section 617.1503(2) wants an existence certificate, or a comparable authenticated document, from the home jurisdiction's custodian of corporate records. Authentication cannot predate delivery to the Department of State by more than 90 days. The Division's cover sheet insists on an original and rejects photocopies, and a translator's sworn translation must accompany a certificate in another language.

Request it from the home office; its price is its own. The 90 days are counted to delivery in Tallahassee, so build in mail time and avoid ordering too early.

When the real name is unavailable or fails Florida's rules, section 617.1506 requires an alternate name, cross-referenced to the real one, and it may not contain Company or Co. Any name has to be distinguishable from profit and nonprofit corporations and other filings on record, unless the other entity consents with an undertaking or a court judgment backs your right to the name.

Eligible agents

Section 617.1507 requires a registered office in Florida and an agent whose business address matches it. Choices are an individual living in Florida, a Florida entity of an approved type, or an approved foreign entity authorized to do business here. Approved types are for-profit corporations, LLCs, LLPs and LPs, so another nonprofit corporation cannot be your entity agent. A P.O. box does not qualify.

Section 48.091 sets weekday office hours of 10 to 12 and 2 to 4, legal holidays excluded, and someone has to be there to take process. The agent's duty is to send on whatever it receives. To switch agents, the nonprofit files a statement of change for $35.

A foreign nonprofit reports yearly, filing electronically in the window that runs from January 1 to May 1. The first report is due the year after authority is granted. The nonprofit annual report costs $61.25. The Division's fee page shows no late fee and no supplemental fee for it, so the business corporation charges should not be assumed.

The cutoff comes at 5 p.m. Eastern on the third Friday of September, and a certificate with no report behind it can be revoked on the fourth Friday. Other triggers are unpaid fees, no agent, or failing to report a new agent or address within 30 days. Reinstatement runs $175 plus each year's report fee.

Changes and leaving

• A new name, duration, purpose, home jurisdiction or agent calls for an amended certificate within 90 days, and amending a record costs $35.
• Withdrawal is on form CR2E023 for $35. The nonprofit ends its agent's authority and designates the Secretary of State to receive any process for claims from its authorized period.

Fundraising and tax status

The certificate neither registers the nonprofit to ask for donations nor confers tax exemption. Both belong to other agencies and are outside the scope of this guide.

Section 617.1502 governs, and parts of it are firmer than the business corporation statute.

• Litigation. Until it obtains a certificate, the nonprofit can't bring or continue a case in a Florida court, and the court may pause one it has begun.
• Money. It owes the fees and taxes that registration would have brought. The text also makes it liable for a civil penalty, no lower than $500 and no higher than $1,000, for each year with a fraction counting as a year, without the court-order condition found in the business statute.
• Validity. Contracts, deeds and acts remain valid, and the nonprofit may defend itself.
• Individuals. Members, officers and directors are not liable for its debts solely because of the missing certificate.
• Service and injunction. The Secretary of State becomes the nonprofit's agent for process on claims from its Florida activity, and the Department of Legal Affairs is empowered to seek an injunction.

Nonprofit corporations are outside Mainstay Filing's foreign qualification checkout, which handles LLCs and for-profit corporations. The nonprofit files CR2E021 on its own or through counsel. Mainstay Filing's offer is the registered agent, billed yearly at $149 with no increase at renewal. The Florida address Mainstay Filing provides shows up as the registered office on the application and in the public file.

Legal papers served on the agent are put in your online account the same business day, free of any fee. Three government mailings per year are scanned without charge as well. A nonprofit with another agent already on record can ask Mainstay Filing to file the change, paying only the state's fee. Mainstay Filing's agent is a for-profit company authorized in Florida, which fits the statute's list of approved entity agents. Mainstay Filing is not a law firm. The Florida registered agent page gives more detail.