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August 26, 2026
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The Florida Statutes

The 2026 Florida Statutes

Title XXXVI
BUSINESS ORGANIZATIONS
Chapter 617
NONPROFIT CORPORATIONS
View Entire Chapter
CHAPTER 617
CHAPTER 617
NONPROFIT CORPORATIONS
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.