Florida Statutes Chapter 617 — NONPROFIT CORPORATIONS

From the Legislature's 2026 edition, which includes changes effective through January 1, 2027. Later effective dates are retained in each section's source notes.

Title XXXVI

• § 617.01011 — Short title.
• § 617.0102 — Reservation of power to amend or repeal.
• § 617.01201 — Filing requirements.
• § 617.0121 — Forms.
• § 617.0122 — Fees for filing documents and issuing certificates.
• § 617.0123 — Effective time and date of document.
• § 617.0124 — Correcting filed document; withdrawal of filed record before effectiveness.
• § 617.0125 — Filing duties of the department.
• § 617.0126 — Appeal from department’s refusal to file document.
• § 617.0127 — Certificates to be received in evidence; effect of certified copy of filed document.
• § 617.0128 — Certificate of status.
• § 617.01301 — Powers of department.
• § 617.01401 — Definitions.
• § 617.0141 — Notice.
• § 617.0143 — Qualified director.
• § 617.02011 — Incorporators.
• § 617.0202 — Articles of incorporation; content.
• § 617.0203 — Incorporation.
• § 617.0204 — Liability for preincorporation transactions.
• § 617.0205 — Organizational meeting of directors.
• § 617.0206 — Bylaws.
• § 617.0207 — Emergency bylaws.
• § 617.0301 — Purposes and application.
• § 617.0302 — Corporate powers.
• § 617.0303 — Emergency powers.
• § 617.0304 — Lack of power to act.
• § 617.0401 — Corporate name.
• § 617.0403 — Registered name; application; renewal; revocation.
• § 617.0501 — Registered office and registered agent.
• § 617.05015 — Reserved name.
• § 617.0502 — Change of registered office or registered agent.
• § 617.05021 — Resignation of a registered agent.
• § 617.05022 — Change of name or address by a registered agent.
• § 617.0503 — Failure to maintain registered agent; subpoena by the Department of Legal Affairs.
• § 617.0504 — Serving process, giving notice, or making a demand on a corporation.
• § 617.0505 — Distributions and dividends prohibited; exceptions.
• § 617.0601 — Members, generally.
• § 617.0603 — Compensation and benefits.
• § 617.0604 — Liability of members.
• § 617.0605 — Transfer of membership interests.
• § 617.0606 — Resignation of members.
• § 617.0607 — Termination, expulsion, and suspension.
• § 617.0608 — Purchase of memberships.
• § 617.0701 — Meetings of members, generally; failure to hold annual meeting; special meeting; consent to corporate actions without meetings; waiver of notice of meetings.
• § 617.0721 — Voting by members.
• § 617.0725 — Quorum.
• § 617.0741 — Standing.
• § 617.0742 — Complaint; demand and excuse.
• § 617.0743 — Stay of proceedings.
• § 617.0744 — Dismissal.
• § 617.0745 — Discontinuance or settlement; notice.
• § 617.0746 — Proceeds and expenses.
• § 617.0747 — Applicability to foreign corporations.
• § 617.0801 — Duties of board of directors.
• § 617.0802 — Qualifications of directors.
• § 617.0803 — Number of directors.
• § 617.0804 — Selection of directors.
• § 617.0805 — Terms of directors, generally.
• § 617.0806 — Staggered terms for directors.
• § 617.0807 — Resignation of directors.
• § 617.0808 — Removal of directors.
• § 617.0809 — Board vacancy.
• § 617.08091 — Removal of directors by judicial proceedings.
• § 617.08101 — Compensation of directors.
• § 617.0820 — Board meetings.
• § 617.0821 — Action by directors without a meeting.
• § 617.0823 — Waiver of notice.
• § 617.0824 — Quorum and voting.
• § 617.0825 — Board committees and advisory committees.
• § 617.0830 — General standards for directors.
• § 617.0831 — Indemnification and liability of officers, directors, employees, and agents.
• § 617.0832 — Conflict of interest standards for directors.
• § 617.0833 — Loans to directors or officers.
• § 617.0834 — Liability of directors and officers.
• § 617.0835 — Prohibited activities by private foundations.
• § 617.0840 — Required officers.
• § 617.0841 — Duties of officers.
• § 617.0842 — Resignation and removal of officers.
• § 617.0843 — Contract rights of officers.
• § 617.0844 — Standards of conduct for officers.
• § 617.0901 — Reincorporation.
• § 617.1001 — Authority to amend the articles of incorporation.
• § 617.1002 — Procedure for amending articles of incorporation.
• § 617.1006 — Contents of articles of amendment.
• § 617.1007 — Restated articles of incorporation.
• § 617.1008 — Amendment pursuant to reorganization.
• § 617.1009 — Effect of amendment.
• § 617.1101 — Plan of merger.
• § 617.1102 — Limitation on merger.
• § 617.1103 — Approval of plan of merger; abandonment of plan thereafter.
• § 617.1104 — Short-form merger between parent and subsidiary or between subsidiaries.
• § 617.1105 — Articles of merger.
• § 617.1106 — Effect of merger.
• § 617.1107 — Merger of domestic and foreign corporations.
• § 617.1201 — Secured transactions and other dispositions of corporate property and assets not requiring member approval.
• § 617.1202 — Sale, lease, exchange, or other disposition of corporate property and assets requiring member approval.
• § 617.1401 — Voluntary dissolution of corporation prior to conducting its affairs.
• § 617.1402 — Dissolution of corporation subsequent to conducting its affairs.
• § 617.1403 — Articles of dissolution.
• § 617.1404 — Revocation of dissolution.
• § 617.1405 — Effect of dissolution.
• § 617.1406 — Plan of distribution of assets.
• § 617.1407 — Unknown claims against dissolved corporation.
• § 617.1408 — Known claims against dissolved corporation.
• § 617.1409 — Court proceedings.
• § 617.14091 — Limitation on director liability for a dissolved corporation; claims against dissolved corporation; enforcement.
• § 617.1420 — Grounds for administrative dissolution.
• § 617.1421 — Procedure for and effect of administrative dissolution.
• § 617.1422 — Reinstatement following administrative dissolution.
• § 617.1423 — Appeal from denial of reinstatement.
• § 617.1430 — Grounds for judicial dissolution.
• § 617.1431 — Procedure for judicial dissolution.
• § 617.1432 — Receivership or custodianship.
• § 617.1433 — Judgment of dissolution.
• § 617.1434 — Alternative remedies to judicial dissolution.
• § 617.1435 — Provisional director.
• § 617.1440 — Deposit with Department of Financial Services.
• § 617.1501 — Authority of foreign corporation to conduct affairs required.
• § 617.15015 — Foreign corporation governing law.
• § 617.1502 — Consequences of conducting affairs without authority.
• § 617.1503 — Application for certificate of authority.
• § 617.1504 — Amended certificate of authority.
• § 617.1505 — Effect of certificate of authority.
• § 617.1506 — Corporate name of foreign corporation.
• § 617.1507 — Registered office and registered agent of foreign corporation.
• § 617.1508 — Change of registered office and registered agent of foreign corporation.
• § 617.1509 — Resignation of registered agent of foreign corporation.
• § 617.15091 — Delivery of notice or other communication.
• § 617.1510 — Serving process, giving notice, or making a demand on a foreign corporation.
• § 617.1520 — Withdrawal and cancellation of certificate of authority for foreign corporation.
• § 617.1521 — Withdrawal of certificate of authority deemed on conversion to domestic filing entity.
• § 617.1522 — Withdrawal on dissolution, merger, or conversion to certain non-filing entities.
• § 617.1523 — Action against foreign corporation by Department of Legal Affairs.
• § 617.1530 — Revocation of certificate of authority to transact business.
• § 617.15315 — Reinstatement following revocation.
• § 617.1532 — Judicial review of denial of reinstatement.
• § 617.1601 — Corporate records.
• § 617.1602 — Inspection of records by members.
• § 617.1603 — Scope of inspection right.
• § 617.1604 — Court-ordered inspection.
• § 617.1605 — Financial reports for members.
• § 617.16051 — Inspection rights of directors.
• § 617.1606 — Access to records.
• § 617.1622 — Annual report for department.
• § 617.1623 — Corporate information available to the public; application to corporations incorporated by circuit courts and by special act of the Legislature.
• § 617.1701 — Application to existing domestic corporation.
• § 617.1702 — Application to qualified foreign corporations.
• § 617.1703 — Application of chapter.
• § 617.1711 — Application to foreign and interstate commerce.
• § 617.180301 — Domestication.
• § 617.18031 — Action on a plan of domestication.
• § 617.18032 — Articles of domestication; effectiveness.
• § 617.18033 — Amendment of a plan of domestication; abandonment.
• § 617.18034 — Effect of domestication.
• § 617.1804 — Conversion.
• § 617.18041 — Limitation on conversion.
• § 617.18042 — Plan of conversion.
• § 617.18043 — Action on a plan of conversion.
• § 617.18044 — Articles of conversion; effectiveness.
• § 617.18045 — Amendment to a plan of conversion; abandonment.
• § 617.18046 — Effect of conversion.
• § 617.1808 — Application of chapter to corporation converted to nonprofit corporation.
• § 617.1809 — Limited agricultural association; conversion to a domestic corporation.
• § 617.1904 — Estoppel.
• § 617.1907 — Effect of repeal or amendment of prior acts.
• § 617.1908 — Applicability of Florida Business Corporation Act.
• § 617.2001 — Corporations which may be incorporated hereunder; incorporation of certain medical services corporations.
• § 617.2002 — Nonprofit corporation organized pursuant to s. 2, ch. 87-296; requirements.
• § 617.2003 — Proceedings to revoke articles of incorporation or charter or prevent its use.
• § 617.2004 — Extinct churches and religious societies; property.
• § 617.2005 — Extinct churches and religious societies; dissolution.
• § 617.2006 — Incorporation of labor unions or bodies.
• § 617.2007 — Sponge packing and marketing corporations.
• § 617.2101 — Corporation authorized to act as trustee.
• § 617.2104 — Florida Uniform Prudent Management of Institutional Funds Act.
• § 617.2105 — Corporation issued a deed to real property.
• § 617.221 — Membership associations.