Florida Enacts Major Update to Nonprofit Corporation Law
A new Florida bill expected to take effect July 1, 2026, will modernize Florida's Not For Profit Corporation Act, aligning it more closely with both the Florida Business Corporation Act and the American Bar Association's (ABA) Model Nonprofit Corporation Act (MNCA).
For associations, the update is largely technical, but important. It reflects current governance practices and provides clearer rules for how nonprofits operate.
Key changes include:
- Stronger governance standards: Clarifies duties of directors and officers, including expectations around fiduciary responsibility and conflicts of interest.
- More flexibility for meetings: Expands use of virtual meetings, electronic notices, and proxy voting.
- Streamlined transactions: Updates and simplifies processes for mergers, conversions and other structural changes.
- Enhanced liability protections: Strengthens certain protections for directors and officers serving in good faith.
- Updated administrative rules: Improves clarity around records, filings and member rights.
Associations that are subject to Florida's nonprofit corporation laws should review their bylaws and governance policies to ensure alignment before the law takes effect.
"Florida House Bill 797 represents a significant update to Florida nonprofit corporation law and reflects one of the more notable revisions in recent years," said Hester Ndoja, CAE, president & CEO, Florida Society of Association Executives (FSAE). "Because these changes could affect areas such as governance, membership structure and organizational operations, FSAE is following the bill closely and helping members stay informed about potential considerations for nonprofit organizations. We will continue to share timely updates and practical guidance as more information becomes available."
This article was provided to OSAP by ASAE's Power of Associations and Inroads.