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How to convert a for-profit entity to a non-profit in Florida




To convert a for-profit entity to a non-profit in Florida using Sunbiz.org, the official portal for the Florida Department of State, Division of Corporations, you'll need to follow these steps:


1. Dissolve the For-Profit Corporation

Before you can establish a new non-profit organization, you must dissolve the existing for-profit corporation.

  1. Prepare Articles of Dissolution:

  • Visit Sunbiz.org.

  • Navigate to the "Forms & Fees" section.

  • Select "Corporation Forms" under "Profit Corporation."

  • Download and complete the "Articles of Dissolution" form (CR2E016).

  1. File Articles of Dissolution:

  • Submit the completed Articles of Dissolution form along with the required filing fee.

  • You can file online or by mail. Instructions for both options are available on Sunbiz.org.

2. Establish the Non-Profit Organization

Once the for-profit corporation is dissolved, you can proceed with setting up a non-profit corporation.

  1. Prepare Articles of Incorporation for Non-Profit:

  • Return to the "Forms & Fees" section on Sunbiz.org.

  • Select "Corporation Forms" under "Non-Profit Corporation."

  • Download and complete the "Articles of Incorporation for Florida Non-Profit Corporations" form (CR2E006).

  1. File Articles of Incorporation:

  • Submit the completed Articles of Incorporation form along with the required filing fee.

  • You can file online or by mail. Instructions for both options are available on Sunbiz.org.

3. Obtain Federal and State Tax-Exempt Status

  1. Apply for an EIN:

  • Obtain a new Employer Identification Number (EIN) from the IRS for the new non-profit organization.

  1. File for 501(c)(3) Status:

  • Complete and submit IRS Form 1023 or 1023-EZ to apply for federal tax-exempt status under section 501(c)(3).

  1. Register for State Tax Exemption:

  • Check the requirements for state tax exemption with the Florida Department of Revenue and apply as necessary.

4. Update Organizational Documents and Records

  1. Bylaws and Board of Directors:

  • Draft bylaws for the non-profit organization.

  • Establish a board of directors and hold an initial meeting to adopt the bylaws and appoint officers.

  1. Register with the Florida Department of Agriculture and Consumer Services:

  • If you plan to solicit donations, register with the Florida Department of Agriculture and Consumer Services as required by the Solicitation of Contributions Act.

Steps Summary:

  1. Dissolve For-Profit Corporation:

  1. Incorporate Non-Profit:

  • File Articles of Incorporation for a non-profit on Sunbiz.org.

  1. Obtain Tax-Exempt Status:

  • Apply for EIN.

  • File IRS Form 1023 or 1023-EZ.

  • Apply for state tax exemption if applicable.

  1. Organize Non-Profit Operations:

  • Draft bylaws.

  • Establish a board of directors.

  • Register for charitable solicitations if needed.

Resources:

  • Sunbiz.org: Florida Division of Corporations

  • IRS: Apply for an EIN

  • IRS: Application for Recognition of Exemption

  • Florida Department of Revenue: Tax Information for Non-Profits

  • Florida Department of Agriculture and Consumer Services: Solicitation of Contributions



 

FEES to look out for...


Here are the steps for converting a for-profit entity to a non-profit organization in Florida using Sunbiz.org:


1. Dissolve the For-Profit Corporation

  • Articles of Dissolution (Profit Corporation):

  • Filing Fee: $35

  • Certificate of Status: $8.75 (optional)

  • Certified Copy: $8.75 (optional)

2. Establish the Non-Profit Organization

  • Articles of Incorporation for Florida Non-Profit Corporations:

  • Filing Fee: $35

  • Designation of Registered Agent Fee: $35

  • Certified Copy: $8.75 (optional)

  • Certificate of Status: $8.75 (optional)

3. Obtain Federal and State Tax-Exempt Status

  1. Apply for an EIN:

  • No fee (apply online through the IRS website).

  1. File for 501(c)(3) Status:

  • IRS Form 1023:

  • User Fee: $600

  • IRS Form 1023-EZ:

  • User Fee: $275

  1. Register for State Tax Exemption:

  • There might be additional fees based on specific state requirements and services used, but often there are no specific filing fees just for state tax exemption applications. Check with the Florida Department of Revenue for details.

4. Register with the Florida Department of Agriculture and Consumer Services (if soliciting donations)

  • Charitable Organization Registration:

  • Initial Registration Fee: Varies based on annual contributions received (ranges from $10 to $400).

Summary of Fees:

  1. Dissolve For-Profit Corporation:

  • Articles of Dissolution Filing Fee: $35

  • Optional Certificate of Status: $8.75

  • Optional Certified Copy: $8.75

  1. Incorporate Non-Profit:

  • Articles of Incorporation Filing Fee: $35

  • Designation of Registered Agent Fee: $35

  • Optional Certificate of Status: $8.75

  • Optional Certified Copy: $8.75



  1. Obtain Tax-Exempt Status:

  • EIN: Free

  • IRS Form 1023 User Fee: $600 (or Form 1023-EZ User Fee: $275)

  1. Charitable Organization Registration (if applicable):

  • Varies from $10 to $400 depending on annual contributions.

Resources:

  • Sunbiz.org: Forms & Fees

  • IRS: EIN Application

  • IRS: Form 1023

  • Florida Department of Agriculture and Consumer Services: Solicitation of Contributions

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