The Florida Nonprofit Corporation Act: An Overview of Changes to Chapter 617

Jane Dunlap Callahan

Published: June 9, 2026

Chapter 617 of the Florida Statutes (the Florida Nonprofit Corporation Act) applies to nonprofit corporations – legal entities incorporated in Florida that do not distribute their profits to owners or other private persons. The Yearly Statistics published by the Florida Division of Corporations state that as of April 3, 2026, Florida has 200,772 active domestic nonprofit corporations.

The entire Chapter 617, Florida Nonprofit Corporation Act, has been extensively revised/updated.

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The updates are a modernization of the nonprofit corporation statute and align the chapter more closely with the Florida Business Corporation Act (Chapter 607) and the ABA’s Model Nonprofit Corporation Act. The revised/updated Chapter 617 is effective July 1, 2026.

The initial change is the name of the Chapter – the old name was the “Florida Not for Profit Corporation Act,” and the new name is the “Florida Nonprofit Corporation Act.” The change of reference to a “nonprofit corporation” (instead of a “not for profit corporation”) is a modernization change and brings Florida in line with other states.

Most changes do not require immediate action by nonprofit corporations. Nonprofit corporations, however, should review the changes and consider whether to update any portions of their documents as permitted by (or to align with) the new Chapter 617 and/or to confirm that any differences in their documents from the new default provisions are preferred.

Modified Process for Filing Requirements

Modified process for filings, correcting filings.
- Updates process for filing documents and for correcting or withdrawing filed documents.
- Updates procedures to amend Articles of Incorporation.
Update to Registered Agent or Office – Updates process to change; states duties of registered agent.
Foreign nonprofit corporations – Updates regarding governing laws, filing requirements, name.
Corporate name – A corporation may use a nonunique name when the other entity with the same name consents or with a court order of the right to use the name.

GOVERNANCE

DIRECTORS

1. Number of Directors

- Nonprofit corporations (other than Section 501(c)(3) tax-exempt organizations) may have one director; prior law required a minimum of three directors.
- Nonprofit corporations that are Section 501(c)(3) tax-exempt organizations still must have a minimum of three directors

2. Selection and Term of Directors

3. Removal Process

Nonprofit Considerations: Whether to update documents related to processes relating to directors.

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MEMBER MEETINGS

1. Modernized procedures. Minimum percentage of members to call a special meeting raised from 5% to 10% (except as provided in the Articles or Bylaws).

2. Remote Participation. The Chapter expressly authorizes remote participation by members unless Articles, Bylaws or Members require specific physical location. Remote participants are deemed present if the corporation uses reasonable verification measures.

3. Proxies. Permits proxy appointment by electronic signature/transmission.

Nonprofit Considerations: Many nonprofits do not have members, so these changes have no impact. For nonprofits with members, these updates may specifically allow practices that the nonprofit uses already. Nonprofits should review their documents related to the remote or hybrid meetings.

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TRANSFER OF MEMBERSHIP INTEREST

1. Transfer of a membership interest is permitted as provided in Articles or Bylaws.

2. Corporations other than Section 501(c)(3) organizations may purchase membership interests from members.

Nonprofit Considerations: Nonprofits may wish to make updates to their documents regarding transferability of membership interests.

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LIABILITY OF A MEMBER

A member of a nonprofit corporation may be personally liable to a judgment creditor of the corporation to the extent of any amount the member owes to the corporation.

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BOARD MEETINGS

Notice and waiver.
Update to who may call a meeting.
Regular meetings allowed without separate notice.
Preserves action without a meeting by unanimous written consent, allows revocation before the final consent is delivered.

Nonprofit Considerations: Bylaws may contain older notice and meeting provisions that are inconsistent with the proposed defaults or more rigid than the organization would like.

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“QUALIFIED DIRECTOR” (NEW) AND CONFLICT OF INTEREST RULES

1. “Qualified Director,” a new term, is defined for purposes of conflict transactions, derivative proceedings, indemnification-related decisions. A “qualified director” is a person who does not have a “material interest” (an actual or potential benefit or detriment that would reasonably be expected to impair the objectivity of the director’s judgment when participating in the action to be taken) or a “material relationship” that would impair independent judgment relating to the matter in question.

2. Conflict of Interest Transactions – not void or voidable if the transaction is “fair to the corporation” when authorized; if a majority of Qualified Directors (e., disinterested directors) approves the transaction after full disclosure, a challenger has the burden to show invalidity; otherwise, the defendant bears the burden to prove fairness and validity.

Nonprofit Considerations: Conflict of interest policies, qualified director rules, recording decisions in board minutes, disinterested-director approval processes are more important.

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DIRECTOR & OFFICER STANDARDS OF CONDUCT

1. Director Standards of Conduct (modernized). Updates to clarify what constitutes a director conflict-of-interest transaction and to define how to assess fairness to the corporation. Directors are required to act in good faith, in a manner they reasonably believe to be in the corporation’s best interests, and with the care an ordinarily prudent person would believe appropriate in similar circumstances.

2. Officer Standards of Conduct [New].

Nonprofit Considerations: Bylaws may need to be updated for the standards of conduct; the Board should have well-prepared materials, the minutes should reflect the Board’s thoughtful deliberation and include documentation regarding significant decisions. These new provisions should help organizations avoid private benefit issues or excess benefit transactions.

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LIABILITY PROTECTION FOR DIRECTORS & VOLUNTEER OFFICERS

1. Currently, directors and unpaid officers of nonprofit corporations that are exempt under Sections 501(c)(3), 501(c)(4), 501(c)(5) and 501(c)(6) have broad protection against personal liability. The new law removes the limitation to these categories of exempt organizations and extends the protection to all nonprofit corporations governed by Chapter 617.

2. Directors and unpaid officers are not personally liable unless criminal violation without reasonable cause belief; improper personal benefit; conscious disregard/willful misconduct/recklessness/bad faith/malicious purpose/wanton and willful disregard. No “improper personal benefit” if transaction is lawful and fair (in accordance with conflict rules).

3. Revisions to liability carve-outs.

Nonprofit Considerations: Bylaws may need updates, review indemnification provisions and D&O insurance policies if the expanded liability protection applies.

– Notice Updates –

Written notice may be communicated by mail, electronic mail, facsimile, or other form of electronic transmission. Nonprofits should review Bylaws to determine whether any updates are needed.

PROTECTION OF CHARITABLE ASSETS; DISTRIBUTIONS

PROTECTION OF CHARITABLE ASSETS

“Charitable assets” are defined as property given, received, or held for a “charitable purpose.” “Charitable purpose” means a purpose that would qualify a nonprofit for exemption pursuant to Section 501(c)(3) or otherwise considered charitable pursuant to Florida law.
Chapter 617 prohibits diversion of charitable assets except as otherwise provided by law.

DISTRIBUTIONS – No dividends or distributions to members/directors/officers, except:

Payments of reasonable compensation;
Distributions upon dissolution or partial liquidation, if authorized;
Distributions to non-profit/governmental unit if it is a member or has authority to appoint a director.

Nonprofit Considerations: Review Bylaws to determine whether any updates are needed.

TRANSACTIONS

MERGERS

Updates process.
Authorizes parent-subsidiary mergers in certain circumstances (new). An 80% parent can merge without separate board or member approval (unless governing documents provide otherwise), with member notice after the merger.

ASSET TRANSACTIONS – Updates process for sale of substantially all of the corporation’s assets.

DOMESTICATION

Replaces existing law with modern domestication procedure; rules for plans, approvals, filings, effectiveness.
Protects charitable assets.

CONVERSION

Replaces existing law with modern conversion procedure; rules for plan of conversion, approvals, articles of conversion, amendment and abandonment of plans, effect of conversion.
Protects charitable assets.

DISSOLUTION

Voluntary dissolution – updates process, updated content for Articles of Dissolution.
Court may appoint trustee/custodian/receiver/provisional director to wind up if directors/officers unwilling/unable/cannot be located.
Protects charitable assets.
Claims – procedures. Update to claims procedures for dissolved nonprofits – notice rules for known and unknown claims, court applications to determine reserves for unknown claims, protections for directors and successor governing bodies from personal liability in certain circumstances.

Nonprofit Considerations: The new rules are clearer for these transactions.

LITIGATION; REMEDIES

DERIVATIVE PROCEEDINGS

Modernizes, allow directors, officers, members to bring derivative actions, eliminates the 90-day waiting period; aligns more closely with Chapter 607. Procedures for dismissal by qualified directors/committee or court-appointed independent panel.

Nonprofit Considerations: Updates/clarity to derivative proceedings.

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Judicial Removal of Directors (New)

Corporation may bring action to remove a director; court must find that the director engaged in fraudulent conduct, grossly abused the position, or intentionally inflicted harm on the corporation, and that removal is in the corporation’s best interest in light of the inadequacy of other remedies, to order removal (and could bar reelection).

Nonprofit Considerations: Procedures for removal, vacancies on Board.

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Judicial Dissolution and Alternative Remedies

Additional grounds for judicial dissolution, authorizes alternatives to dissolution (new) including appointment of a receiver, custodian or provisional director, as well as other equitable relief.

Nonprofit Considerations: courts have more tools to intervene in nonprofit corporation disputes.

RECORDS, INSPECTION RIGHTS

Corporate Records

Require maintenance of core records for three years.

Inspection Rights – Members.

Shortens notice period from 10 to 5 days, permit reasonable confidentiality restrictions, prohibit articles or bylaws from abolishing or limiting statutory inspection rights, regulates dissemination or sale of information from membership lists. Expands required financial disclosures to members.

Inspection Rights – Directors.

Directors may inspect the corporate records as related to their duties at any reasonable time.

Nonprofit Considerations: Evaluate record retention and inspection practices. This may be particularly important to nonprofits with active or contentious memberships.