As of March 15, 2026, the Florida Legislature has passed a sweeping bill (“SB 554”) that would comprehensively revise Chapter 617, Florida Statutes. If enacted, the new law would take effect on July 1, 2026.
This proposal is an extensive modernization of Florida’s nonprofit corporation statute—not just a collection of technical amendments. Legislative analyses explain that SB 554 is intended to modernize Chapter 617, align it more closely with the Florida Business Corporation Act, and shift toward the ABA Model Nonprofit Corporation Act, Fourth Edition (“MNCA 4th”).
For existing Florida nonprofits, the most important takeaways include:
- Governance changes: more flexibility in board composition; updated rules for meetings, notice, proxies, and remote participation; modified member and director authority over governance documents; a new “qualified director” concept; revised conflict-of-interest standards; modernized provisions regarding mergers, conversions, and dissolutions; clarified directorial conflicts of interest; and broader liability protections for directors and officers.
- Transaction changes: expanded merger authority, modernized domestication and conversion rules, and more explicit protection for property held for charitable purposes.
- Litigation and remedies changes: a new derivative proceeding framework, judicial removal of directors, broader judicial-dissolution remedies, and more detailed procedures for handling claims after dissolution.
- Operational and compliance changes: more detailed recordkeeping rules; revised member inspection procedures; and updated rules for foreign nonprofit registration, revocation, withdrawal, and service of process.
- Filing changes: modified process for filing documents, clarification for correcting documents filed with the State, and new provisions for updating a registered agent or office.
For many nonprofit organizations, the key next step will be a post-enactment governance audit. That review should focus on articles, bylaws, board resolutions, member procedures, membership proxy forms, notices, conflict of interest policies, committee structures, and transaction approval processes. The statute may not require every organization to amend its governing documents immediately, but it would give several nonprofits strong reasons to update forms, policies, and governance procedures to fit the new framework.
Why This Bill Matters
How it compares to current Florida law
The current Chapter 617 is still titled the Florida Not For Profit Corporation Act and, according to staff analyses, conducted respectively by the Florida Senate and the Florida House of Representatives, has not been comprehensively revised in over fifteen years. The same analyses explain that The Florida Bar Business Law Section convened a Chapter 617 task force to harmonize Chapter 617 with the more recently updated Florida Business Corporation Act and to clarify and modernize nonprofit provisions.
SB 554 would expressly rename Chapter 617 as the Florida Nonprofit Corporation Act and would update, in substance, filing provisions, member and board mechanics, derivative litigation rules, major transaction provisions, records and inspection rights, and foreign registration requirements, among other changes.
How it compares to the ABA MNCA 4th
The ABA recently adopted the MNCA 4th to align with the 2016 revision of the Model Business Corporation Act (the “2016 MBCA”). Florida generally follows the 2016 MBCA as a basis for its nonprofit corporation law. ABA materials likewise describe the MNCA 4th as tracking the 2016 MBCA except where nonprofit-specific issues call for different treatment, including in areas such as remote member meetings, liability protections, and entity transactions.
That said, the Florida proposal is not a direct codification of the MNCA 4th. It is better understood as a model-influenced rewrite with a Florida-specific structure and policy choices. Notable Florida departures include SB 554’s reduction to one-director minimum for many nonprofits (except for Section 501(c)(3) organizations) and its broad extension of statutory liability protection to all Chapter 617 nonprofits, rather than the narrower coverage found in current Section 617.0834.
Key Governance Changes
The following amendments to SB 554 outline key changes for Florida nonprofits. Note that this list does not conclusively address all amendments, but rather the most significant ones. We advise all nonprofits to comprehensively review the implications of SB 554 in full, as well as the analyses provided by the Florida Legislature, to ensure a full understanding of the changes.
1. New terminology, filing updates, and definitions
SB 554 would rename Chapter 617 from the Florida Not For Profit Corporation Act to the Florida Nonprofit Corporation Act. It would also modernize filing mechanics by allowing certain filed documents to rely on objectively ascertainable facts outside the document, permitting withdrawal of filings before they become effective, and revising certificate and evidentiary provisions. SB 554 would also add a new definition of “qualified director.”
“For most nonprofit clients, these changes are less about day-to-day governance and more about cleaner drafting and filing mechanics,” said Phil DiComo, a Nason Yeager attorney experienced in representing tax-exempt organizations. “Even so, they can affect how organizational documents are prepared and how future filings are structured. Florida nonprofits aren’t under any immediate deadline to take action or to file any specific documents, most organizations will simply need to take a structured review of their bylaws and policies.”
2. More flexibility in board composition
The current Section 617.0803 requires every Chapter 617 corporation to have at least three directors. SB 554 would amend Section 617.0803 to allow a nonprofit board to consist of at least one person, except that a 501(c)(3) organization would still need at least three directors. The bill also creates new sections addressing selection and terms of directors, as well as a new judicial-removal provision.
This is one of the bill’s most significant governance changes. It would give noncharitable membership and mutual-benefit nonprofits greater flexibility in structuring their boards, while preserving a three-director minimum for 501(c)(3) organizations. For some organizations, that flexibility may be helpful; for others, it will be a reminder to confirm that bylaws still reflect the board model the organization actually wants.
3. Member meetings, proxies, and remote participation
SB 554 modernizes member meeting procedures and expressly authorizes remote participation. Amendments to Section 617.0721 would permit proxy appointments by electronic signature or transmission and to enable organizations to hold a members’ meeting remotely, so long as the articles, bylaws, or member demand do not require a specific physical location. Members participating remotely would be deemed present if the corporation uses reasonable verification measures. As a practical matter, not all nonprofit organizations have members, and for those organizations, changes applicable to membership may be irrelevant.
For many nonprofits, this may formalize practices they already adopted informally. Organizations should review whether their governing documents, meeting notices, and voting procedures clearly support remote-only or hybrid meetings.
4. Board meetings, waivers, and action without a meeting
SB 554 revises board meeting procedures by consolidating board notice rules into Section 617.0820, updating who may call meetings, allowing regular meetings without separate notice, setting default notice rules for special meetings, and revising waiver mechanics in Section 617.0823. It also preserves action without a meeting by unanimous written consent, with express revocation mechanics before delivery. As part of that restructuring, SB 554 repeals the current Section 617.0822.
A key takeaway here is that many nonprofit bylaws may contain older notice and meeting provisions that are either inconsistent with the proposed defaults or more rigid than the organization’s needs.
5. The new “qualified director” concept and conflict rules
The new Section 617.0143 would define a “qualified director” for purposes that include conflict transactions, derivative matters, and indemnification-related decisions. A qualified director is defined as a person who does not have a material interest or material relationship that would impair independent judgment on the matter in question.
SB 554 also revises Section 617.0832 governing director conflict-of-interest transactions. The amendments would require the transaction to be fair to the corporation at the time it is authorized and would implement a burden-shifting framework: if a disinterested majority approves the transaction after advance notice, the challenger bears the burden to show invalidity; otherwise, the defendant bears the burden to prove fairness and validity.
For boards, the message is straightforward: conflict disclosures, board minutes, recusal procedures, and disinterested-director approval processes will matter even more under the proposed framework.
6. Director standards of conduct and officer duties
Section 617.0830 would be amended to modernize director standards of conduct and clarify Florida’s business judgment rule. Directors would be 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. The creation of Section 617.0844 would update standards of conduct for officers.
For nonprofit leaders, this change reinforces the value of well-prepared board materials, thoughtful deliberation, and clear documentation of how significant decisions are made.
7. Broader liability protection for directors and officers
Current Section 617.0834 protects officers and directors only for certain categories of nonprofits, including specified organizations recognized under sections 501(c)(3), 501(c)(4), 501(c)(5), and 501(c)(6). SB 554 would remove that limitation and extend the Section’s protection to all nonprofit corporations governed by Chapter 617. There are also revisions to the liability carve-outs, including additional treatment of derivative claims.
This could be especially important for trade associations, social clubs, and other mutual-benefit entities that may not fall within the current, narrower immunity language. It also means nonprofits should review indemnification provisions, exculpation language, and director and officer insurance arrangements in consideration of the revised statutory backdrop.
Key Transaction Changes
1. Mergers, including parent-subsidiary mergers
SB 554 expands merger authority beyond the narrower nonprofit-to-nonprofit structure in the current Chapter 617. This proposal would authorize eligible mergers, including parent-subsidiary mergers in specified circumstances. A parent that owns at least 80% of the voting power of the subsidiary could merge without separate board or member approval unless governing documents provide otherwise, subject to member notice obligations after effectiveness.
For nonprofit systems and affiliated organizations, this would expand restructuring options and could make certain internal reorganizations more efficient.
2. Protection of charitable-purpose property
The bill repeatedly addresses property held in trust or otherwise dedicated to a charitable purpose. In the merger context, if property was held in trust or dedicated to a charitable purpose before a merger becomes effective, it may not be diverted from that purpose except as otherwise provided by law. Similar protections appear in the dissolution, domestication, and conversion provisions.
This is one of the bill’s most important practical themes. Nonprofits involved in major transactions will need to identify restricted funds, charitable trust assets, donor-restricted property, and other mission-dedicated assets early in the process.
3. Asset transactions
SB 554 also revises Section 617.1202 governing dispositions of assets outside the ordinary course, with more developed board and member approval mechanics and recommendations, according to the staff analysis.
Even if these revisions are less dramatic than the merger and conversion changes, they still give nonprofits a reason to review bylaw provisions on member approval thresholds, notice language, and transaction authorization procedures.
4. Domestication
SB 554 creates a modern domestication subchapter, including Sections 617.180301-.18034, governing domestications involving foreign nonprofits becoming Florida nonprofits and related transactions. This new framework would address plans, approvals, filings, effectiveness, and preservation of charitable-purpose property and trust obligations.
For organizations with multi-state operations or affiliate restructurings, this would provide a more predictable statutory roadmap than current law.
5. Conversion
Current Sections 617.1805-.1807 contemplate an older circuit-court petition process for conversion of a for-profit corporation into a nonprofit corporation. SB 554 would repeal those Sections and replace them with a modern conversion regime in Sections 617.1804-.18046, including rules for a plan of conversion, approvals, articles of conversion, amendment and abandonment of plans, and the effect of conversion. SB 554 would also restrict certain conversions involving property held for charitable purposes.
If enacted, conversion planning for nonprofits should begin to look more like other modern entity transactions, with less reliance on bespoke court proceedings and more reliance on statutory planning documents and filings.
Litigation and Remedies: What Could Change
1. Derivative proceedings
Current Section 617.07401 allows members’ derivative actions and generally requires a verified complaint, a demand on the board, and a 90-day waiting period unless rejected earlier or irreparable injury would result. SB 554 would repeal that section and create Sections 617.0741-.0747. This new framework would align Chapter 617 more closely with the Florida Business Corporation Act, allow directors and officers to bring derivative actions, and remove the 90-day waiting period.
For nonprofits with contentious boards or active membership disputes, this could materially change litigation risk and timing. Internal governance disagreements may escalate faster if the bill becomes law.
2. Judicial removal of directors
SB 554 creates Section 617.08091, authorizing judicial removal of a director in a proceeding brought in the corporation’s right. Said removal would be available if the court finds 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. The court could also bar reelection or reappointment and grant other relief.
Because current Chapter 617 does not contain a comparable general judicial-removal mechanism, nonprofits should consider whether their bylaws adequately address director removal, vacancies, and board continuity if disputes arise.
3. Judicial dissolution and alternative remedies
SB 554 broadens the grounds for judicial dissolution and expressly authorizes alternatives to dissolution, including appointment of a receiver, custodian, or provisional director, along with other equitable relief. It also adds Section 617.1435 on provisional directors.
In practice, this means courts could have more tools to intervene in nonprofit disputes without ordering the organization dissolved outright.
4. Dissolution claims procedures
SB 554 substantially updates claims procedures for dissolved nonprofits, including notice rules for known and unknown claims, court applications to determine reserves for unknown claims, and protections for directors and successor governing persons from personal liability in specified circumstances. This also connotes new statutory treatment of charitable-purpose property in dissolution.
For nonprofits winding down operations, these provisions could provide a clearer roadmap for reserves, creditor notice, and post-dissolution risk management.
Records, Inspection Rights, and Foreign Registration
1. Corporate records and inspection rights
Section 617.1601 would be amended to require maintenance of core records, including articles, bylaws, member meeting minutes and member actions for the prior three years, board minutes, records of board action without a meeting, committee actions taken on behalf of the board, member communications from the prior three years, current director and officer lists, and the most recent annual report.
Member inspection provisions would be revised to shorten the notice period from 10 days to 5 days, permit reasonable confidentiality restrictions, prohibit articles or bylaws from abolishing or limiting statutory inspection rights, and regulate dissemination or sale of information from membership lists. SB 554 also creates Section 617.16051 for director inspection rights and revises annual financial-statement access.
This is likely to be an immediate compliance issue for many organizations. Informal record-retention and document-access practices may not be sufficient under the proposed framework, especially for nonprofits with active memberships or contentious constituencies.
2. Foreign nonprofit registration
SB 554 creates Section 617.15015 on foreign corporation governing law and revises the consequences of acting in Florida without authority under Section 617.1502. A foreign corporation’s organic law would continue to govern internal affairs and member interest-holder liability, that unregistered foreign nonprofits would be deemed to appoint the Secretary of State as agent for service of process in specified circumstances, and that members, officers, and directors would not be liable for corporate debts solely because the foreign corporation failed to register. SB 554 also updates withdrawal, revocation, and reinstatement provisions.
For out-of-state nonprofits doing business in Florida, registration should be treated as a meaningful compliance issue rather than a ministerial filing item.
Key Changes in Filing Requirements
1. Modified process for filing documents and correcting filed documents
SB 554 both modifies and clarifies the process for filing documents and correcting documents already filed with the State. For membership organizations, SB 554 expressly provides that members, rather than directors, shall approve all governing or organizing documents and amendments thereto, however directors shall be entitled to make certain recommendations and set parameters, such as conditions for member approval. In addition, SB 554 details member and director steps for filing said documents with the State.
2. Updating the registered agent or office
SB 554 updated the process for organizations that desire to amend the name or address of an existing registered agent or change the registered agent altogether, either by resignation or removal. Sections 617.05021–.05022 clarify the process for changes to the registered agent and outline specific guidelines for the statement of change, the filing process, and applicable fees. In addition to this information, SB 554 also expressly outlines the duties of a registered agent under Section 617.0501.
What Existing Florida Nonprofits Should Do Now
1. Do not assume your current bylaws are still enough
Particularly if your organization has not conducted a review and update of your bylaws in the last three to five years, now would be a good time to institute a governance review of your bylaws to modernize with your current practices, as well as the new statute. Even with new default rules supplied by SB 554, many nonprofit bylaws contain legacy provisions that may be incomplete, unclear, or out of step with the revised framework. That is especially true for provisions dealing with:
- Board size and vacancies;
- Member meetings and special-meeting demands;
- Electronic notice;
- Member proxy appointments and revocation;
- Remote participation;
- Director recusal and conflict handling;
- Committee authority;
- Member inspection rights; and
- Approval mechanics for mergers, asset transactions, conversions, and dissolutions.
2. Expect both greater flexibility and greater process demands
SB 554 is both more flexible and more procedural. It offers added flexibility in areas such as board size, remote meetings, and modern transactions, but it also expects better documentation and more disciplined processes in areas such as conflicts, derivative matters, records, dissolution claims, and charitable-asset handling.
3. Charitable organizations should focus closely on asset restrictions
For 501(c)(3) organizations and other mission-driven entities that hold donor-restricted funds, trust assets, or property dedicated to charitable use, SB 554’s repeated non-diversion language means ordinary transaction planning may not be enough. Counsel should expect a closer review of restrictions and, where necessary, cy pres principles or other state-law rules governing charitable property.
Bottom Line
If enacted, the proposed Florida Nonprofit Corporation Act would be the most significant revision of Chapter 617 in many years. Overall, SB 554 points toward closer alignment with modern business-corporation law and the MNCA 4th, while also making Florida-specific policy choices and strengthening the statutory framework for nonprofit governance, transactions, and remedies.
The practical message for nonprofit organizations is clear: do not wait for a dispute, transaction, or records request to expose a problem. A planned post-enactment review of governing documents, policies, forms, and board procedures is likely to be the most efficient response for many Florida nonprofits. For more information regarding potential next steps and a proposed priority checklist for affected organizations, please refer to our advisory addressing same here: Practical Next Steps and Priority Checklist Advisory.
Questions?
Our Corporate and Nonprofit Practice Group is available to help your organization understand the new law, prepare for its implementation and tailor any updates to your organization’s specific governing structure, tax status, exempt purpose and operational needs. Our Nonprofit Team is experienced in guiding organizations of all sizes and types through the maze of legal and compliance issues affecting the nonprofit sector, so that our clients maintain their focus on furthering their organization’s mission and purpose. To set up an appointment, contact our Nonprofit Organizations Practice Group administrator, Linda Cone at 561-227-4578.
This article is provided for informational purposes only and does not constitute legal advice. The Florida Nonprofit Corporation Act remains subject to the Governor’s signature and is not in effect as of the date of publication, April 3, 2026. Organizations should consult with legal counsel before taking action based on this information.