Florida LLC » Nonprofit Corp

Can a Nonprofit Corporation Make a Profit?

admin — Wed, 15 Jul 2009 22:35:23 +0000

Yes, a Nonprofit Corporation may generate a profit. Non-profit does not literally mean that a Corporation cannot make a profit. A Nonprofit Corporation can acquire more income that it spends on its exempt purpose. This profit can be utilized for … Continue reading →

How is a Corporation Managed?

admin — Wed, 15 Jul 2009 22:34:55 +0000

A Corporation is managed and run by its directors and officers. The directors are appointed by the shareholders and are responsible for the overall management and corporate governance of the corporation. The directors appoint the officers who are responsible for the day to management and operations of the corporation. The typical officer positions are president, vice-president, treasurer, and secretary, although there can be more and sometimes different titles are used. In most states only one director and one officer is required, and they can usually be the same person.

Am I Required to Hold Corporate Meetings?

admin — Wed, 15 Jul 2009 22:34:32 +0000

Once you receive the filed Articles of Incorporation, which signifies the formation of the corporation by your state, your corporation will need to hold an organizational meeting of the initial shareholders and directors. At this meeting the directors will typically adopt corporate bylaws, distribute corporation stock to initial shareholders, and appoint corporate officers. Also, in most states, directors must meet at least once a year, as directors typically must be elected (or reelected) each year. At the annual meeting the board members accept their election to the board, and transact any other necessary business. The date, time, and location of the annual meeting is typically specified in the bylaws. Written notification of the annual meetings is not usually required, but it is probably a good idea. Other regular meetings may be held as spelled out in the bylaws. Special meetings may be called, and it is typically required that directors receive written notice of the date, place, and purpose all special meetings of directors.

NOTE: It is important to observe these formalities and take corporate minutes of the required meetings. Failure to follow these formalities and properly document your meetings (i.e. keeping minutes) can place your corporate status in jeopardy. The necessary record keeping material, sample bylaws, and stock certificates are included in the Customized Corporate Kit provided by IncFile.

What are Bylaws?

admin — Wed, 15 Jul 2009 22:33:31 +0000

The bylaws of a corporation are an internal document that contains rules for holding corporate meetings and carrying out other formalities according to state corporate laws. Bylaws are not filed with the state.

What are the Differences Between Officers, Directors and Shareholders?

admin — Wed, 15 Jul 2009 22:33:08 +0000

A corporation consists of all three: officers, directors and shareholders. Shareholders are the owners of the corporation and elect the directors. Directors guide and are involved in the fundamental decisions of the corporation on behalf of the shareholders. Officers are selected by the directors and run the day-to-day operations of the corporation. These do not need to be separate people. Any person can fill all three positions. In small businesses, one person can be the only shareholder, the only director, and the only officer.

What is a Nonprofit Corporation?

admin — Wed, 15 Jul 2009 22:32:38 +0000

A Nonprofit Corporation is a Corporation whose principal purpose is public benefit and not for producing a profit. A Nonprofit Corporation may not distribute income to benefit its officers and/or directors. More importantly, a Nonprofit Corporation is not an ordinary … Continue reading →

What Steps Need to be Taken to Form a Nonprofit Corporation?

admin — Wed, 15 Jul 2009 22:32:12 +0000

You must incorporate the nonprofit organization in your particular state, which consists of filing your organization’s articles of incorporation with the state. It is important that your organizing documents contain the required language and specific clauses, such as a detailed exempt purpose statement, to ensure that your nonprofit will meet the requirements to qualify for Federal 501(c)(3) tax-exempt status. If you choose to incorporate your nonprofit through IncFile, you only need to complete the online order form. IncFile will prepare and file your organizing documents.

How do I Choose a Name for my Nonprofit Corporation?

admin — Wed, 15 Jul 2009 22:31:40 +0000

You should choose a name that represents the purpose of your nonprofit corporation. If you incorporate through IncFile, we will request a first and second name choice for your nonprofit and complete a name availability search to assure that your name is available and not deceptively similar to any other legal entity. Further, you must choose a name that clearly indicates that your nonprofit is incorporated, by including the words “Corporation”, “Incorporated”, “Corp.”, or “Inc.” in your name.

Where Should I Form my Nonprofit Corporation?

admin — Wed, 15 Jul 2009 22:31:14 +0000

You are not required to form your nonprofit in the state where it will be physically located. However, practical matters in choosing a location to incorporate should be taken into consideration, such as the state fees and the taxation laws governing that state. If your nonprofit corporation will have only a few officers or directors and most of the activities will take place in one state, it is advisable to incorporate in that state. The disadvantages of not incorporating in your home state include the requirement of having to qualify to do business in a foreign state, being subjected to taxes in both your state of incorporation and the state in which you conduct business, and being susceptible to a law suit in your state of incorporation as well as the state in which you conduct business.

May a Nonprofit Corporation Pay Compensation to its Officers, Directors and/or Employees?

admin — Wed, 15 Jul 2009 22:30:53 +0000

Yes, a Nonprofit Corporation may pay a reasonable salary to its officers, directors and/or employees for services rendered to the Nonprofit Corporation and associated to its exempt purpose.