FloridaFlorida law sets rules for nonprofit records and governance
Florida law provides rules for nonprofit records and member access, director and officer duties, and plans to merge or change a nonprofit's legal structure.
What it does
Nonprofits must keep key records and provide members access to certain records and annual financial statements. Members may need to explain why they want some records, and corporations may set reasonable limits on sharing them.
Directors and officers must act in good faith, use reasonable care, and put the corporation's interests first. A fair deal involving a director's conflict may stand if it meets the stated rules.
Nonprofits may merge, change their legal home, or convert under plans filed with the state. Charitable-property limits, required member approvals, and written consent for new personal liability apply.
Argument forMembers and directors may get financial or business records more quickly, helping them spot problems and seek court access if refused.
Argument againstLimits on sharing inspected records could make it harder for members to alert others to concerns about a nonprofit.
More detail
Nonprofits must keep specified records and provide members access to certain records and annual financial statements. Members may inspect specified corporate records, and directors may inspect records reasonably related to their board duties. Members must give written notice before inspecting records; access to some records requires a good-faith request for a proper purpose. A corporation may set reasonable limits on sharing records and may decline a financial-statement request it reasonably finds was not made in good faith or for a proper purpose. A corporation must provide available annual financial statements within 5 business days after a member asks. If they are not ready, it must notify the member within 5 business days and provide them within 60 days, unless reasons beyond its control require more time.
Directors and officers must act in good faith and with reasonable care when doing their jobs. These standards cover nonprofit board members and officers while they perform duties for the corporation. Directors and officers may rely on certain employees, advisers, or committees when they have no reason to doubt that reliance. A conflict-of-interest transaction is not void or a basis for relief if it is fair to the corporation when authorized, approved, carried out, or ratified; who must prove fairness depends on how it was approved.
A nonprofit may merge, change its legal home, or convert to another type of entity under the stated approval and filing rules. These rules cover Florida nonprofit corporations merging with other entities, changing their legal home, or converting to another type of entity. A nonprofit holding property for a charitable purpose may merge only if the surviving entity is organized as a nonprofit; it may convert to another type of entity only by changing into a foreign corporation. Members must approve a plan when required. Members who would become personally liable because of a conversion must give separate written consent, subject to the stated exception. Property held for charitable purposes must remain devoted to those purposes, except as state law allows. A merger, change of legal home, or conversion takes effect on the date set by the filing rules and any applicable law in another jurisdiction.
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Where it stands
- Introduced
- Passed House
- Passed Senate
- To Governor
- Became Law
Looking ahead
No hearings or votes scheduled.
History
- 2026
- Jun 26Chapter No. 2026-168Latest
- Jun 25Approved by Governor Ron DeSantisBecame Law
- Jun 15Signed by Officers and presented to GovernorTo Governor
- Mar 4Ordered enrolledMinor
- Vote recorded Third Reading. Result: pass.Upper
- Mar 4In Messages
- Mar 4CS passed; YEAS 36 NAYS 0Passed Senate
- Mar 4Read 3rd timeMinor
- Mar 4Read 2nd timeMinor
- Mar 4Substituted for CS/SB 554
- Mar 4Placed on Calendar, on 2nd reading
- Mar 4Withdrawn from RulesMajor
- Feb 26ReceivedMinor
- Feb 26Referred to RulesMinor
- Feb 25In Messages
- Vote recorded Passage, Third Reading. Result: pass.Lower
- Feb 25CS passed; YEAS 114, NAYS 0Passed House
- Feb 25Read 3rd timeMinor
- Feb 25Added to Third Reading Calendar
- Feb 25Read 2nd timeMinor
- Feb 19Bill added to Special Order Calendar (2/25/2026)
- Feb 12Added to Second Reading Calendar
- Feb 12Bill referred to House Calendar
- Feb 111st Reading (Committee Substitute 2)Minor
- Feb 11CS FiledMinor
- Feb 11Laid on Table under Rule 7.18(a)Minor
- Feb 11Reported out of Commerce Committee
- Feb 10Favorable with CS by Commerce CommitteeMinor
- Vote recorded Favorable With Committee Substitute (Commerce Committee). Result: pass.Lower
- Feb 6Added to Commerce Committee agenda
- Jan 26Now in Commerce Committee
- Jan 26Referred to Commerce CommitteeMinor
- Jan 231st Reading (Committee Substitute 1)Minor
- Jan 23CS FiledMinor
- Jan 23Laid on Table under Rule 7.18(a)Minor
- Jan 22Reported out of Civil Justice & Claims Subcommittee
- Jan 21Favorable with CS by Civil Justice & Claims SubcommitteeMinor
- Vote recorded Favorable With Committee Substitute (Civil Justice & Claims Subcommittee). Result: pass.Lower
- Jan 16Added to Civil Justice & Claims Subcommittee agenda
- Jan 15Now in Civil Justice & Claims Subcommittee
- Jan 15Reported out of Industries & Professional Activities Subcommittee
- Jan 14Favorable by Industries & Professional Activities SubcommitteeMinor
- Vote recorded Favorable (Industries & Professional Activities Subcommittee). Result: pass.Lower
- Jan 131st Reading (Original Filed Version)Minor
- Jan 12Added to Industries & Professional Activities Subcommittee agenda
- Jan 5Now in Industries & Professional Activities Subcommittee
- Jan 5Referred to Commerce CommitteeMinor
- Jan 5Referred to Civil Justice & Claims SubcommitteeMinor
- Jan 5Referred to Industries & Professional Activities SubcommitteeMinor
- 2025
- Dec 17FiledIntroduced
Government & Ethics