Florida Statutes - Business Organizations

Legal Research Home > Florida Lawyer > Business Organizations > Florida Statutes - Business Organizations

• Florida Business Organizations Code Section 606.01; Legislative findings and intent.
  (1) The Legislature finds that: (a) As documented by the Governor's Single Business Identifier Interagency Task Force, state government places a heavy burden on ...
• Florida Business Organizations Code Section 606.02; Short title.
  This act may be cited as the "Florida Business Coordination ...
• Florida Business Organizations Code Section 606.03; Definitions.
  As used in this act: (1) "Business entity" means any form of corporation, partnership, association, cooperative, joint venture, business trust, or sole proprietorship that conducts ...
• Florida Business Organizations Code Section 606.04; Master business index.
  (1)(a) The department shall create a master business index, using as an initial base the commercial regulation and registration program databases the department currently ...
• Florida Business Organizations Code Section 606.05; Custodian.
  The Secretary of State is hereby designated the custodian of the master business ...
• Florida Business Organizations Code Section 606.06; Uniform business report.
  The department may use the uniform business report: (1) To create index records and for referral to other federal, state, or local agencies as requested ...
• Florida Business Organizations Code Section 607.0101; Short title.
  This act shall be known and may be cited as the "Florida Business Corporation ...
• Florida Business Organizations Code Section 607.0102; Reservation of power to amend or repeal.
  The Legislature has power to amend or repeal all or part of this act at any time, and all domestic and foreign corporations subject to ...
• Florida Business Organizations Code Section 607.0120; Filing requirements.
  (1) A document must satisfy the requirements of this section and of any other section that adds to or varies these requirements to be entitled ...
• Florida Business Organizations Code Section 607.0121; Forms.
  (1) The Department of State may prescribe and furnish on request forms for: (a) An application for certificate of status, (b) A foreign corporation's ...
• Florida Business Organizations Code Section 607.0122; Fees for filing documents and issuing certificates.
  The Department of State shall collect the following fees when the documents described in this section are delivered to the department for filing: (1) Articles ...
• Florida Business Organizations Code Section 607.0123; Effective time and date of document.
  (1) Except as provided in subsections (2) and (4) and in s. 607.0124(3), a document accepted for filing is effective on the date ...
• Florida Business Organizations Code Section 607.0124; Correcting filed document.
  (1) A domestic or foreign corporation may correct a document filed by the Department of State within 30 days after filing if the document: (a) ...
• Florida Business Organizations Code Section 607.0125; Filing duties of Department of State.
  (1) If a document delivered to the Department of State for filing satisfies the requirements of s. 607.0120, the Department of State shall file ...
• Florida Business Organizations Code Section 607.0126; Appeal from Department of State's refusal to file document.
  If the Department of State refuses to file a document delivered to its office for filing, within 30 days after return of the document by ...
• Florida Business Organizations Code Section 607.0127; Evidentiary effect of copy of filed document.
  A certificate from the Department of State delivered with a copy of a document filed by the Department of State is conclusive evidence that the ...
• Florida Business Organizations Code Section 607.0128; Certificate of status.
  (1) Anyone may apply to the Department of State to furnish a certificate of status for a domestic corporation or a certificate of authorization for ...
• Florida Business Organizations Code Section 607.0130; Powers of Department of State.
  (1) The Department of State may propound to any corporation subject to the provisions of this act, and to any officer or director thereof, such ...
• Florida Business Organizations Code Section 607.01401; Definitions.
  As used in this act, unless the context otherwise requires, the term: (1) "Articles of incorporation" includes original, amended, and restated articles of incorporation, articles ...
• Florida Business Organizations Code Section 607.0141; Notice.
  (1) Notice under this act must be in writing, unless oral notice is: (a) Expressly authorized by the articles of incorporation or the bylaws, and (...
• Florida Business Organizations Code Section 607.0201; Incorporators.
  One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the Department of State for ...
• Florida Business Organizations Code Section 607.0202; Articles of incorporation; content.
  (1) The articles of incorporation must set forth: (a) A corporate name for the corporation that satisfies the requirements of s. 607.0401; (b) The ...
• Florida Business Organizations Code Section 607.0203; Incorporation.
  (1) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed or on a date specified in ...
• Florida Business Organizations Code Section 607.0204; Liability for preincorporation transactions.
  All persons purporting to act as or on behalf of a corporation, having actual knowledge that there was no incorporation under this chapter, are jointly ...
• Florida Business Organizations Code Section 607.0205; Organizational meeting of directors.
  (1) After incorporation: (a) If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call ...
• Florida Business Organizations Code Section 607.0206; Bylaws.
  (1) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation unless that power is reserved to the shareholders ...
• Florida Business Organizations Code Section 607.0207; Emergency bylaws.
  (1) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency ...
• Florida Business Organizations Code Section 607.0301; Purposes and application.
  Corporations may be organized under this act for any lawful purpose or purposes, and the provisions of this act extend to all corporations, whether chartered ...
• Florida Business Organizations Code Section 607.0302; General powers.
  Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an ...
• Florida Business Organizations Code Section 607.0303; Emergency powers.
  (1) In anticipation of or during any emergency defined in subsection (5), the board of directors of a corporation may: (a) Modify lines of succession ...
• Florida Business Organizations Code Section 607.0304; Ultra vires.
  (1) Except as provided in subsection (2), the validity of corporate action, including, but not limited to, any conveyance, transfer, or encumbrance of real or ...
• Florida Business Organizations Code Section 607.0401; Corporate name.
  A corporate name: (1) Must contain the word "corporation," "company," or "incorporated" or the abbreviation "Corp.," "Inc.," or "Co.," or the designation "Corp," "Inc," or "...
• Florida Business Organizations Code Section 607.0403; Registered name; application; renewal; revocation.
  (1) A foreign corporation may register its corporate name, or its corporate name with any addition required by s. 607.1506, if the name is ...
• Florida Business Organizations Code Section 607.0501; Registered office and registered agent.
  (1) Each corporation shall have and continuously maintain in this state: (a) A registered office which may be the same as its place of business; ...
• Florida Business Organizations Code Section 607.0502; Change of registered office or registered agent; resignation of registered agent.
  (1) A corporation may change its registered office or its registered agent upon filing with the Department of State a statement of change setting forth: (...
• Florida Business Organizations Code Section 607.0504; Service of process, notice, or demand on a corporation.
  (1) Process against any corporation may be served in accordance with chapter 48 or chapter 49. (2) Any notice to or demand on a corporation ...
• Florida Business Organizations Code Section 607.0505; Registered agent; duties.
  (1)(a) Each corporation, foreign corporation, or alien business organization that owns real property located in this state, that owns a mortgage on real property ...
• Florida Business Organizations Code Section 607.0601; Authorized shares.
  (1) The articles of incorporation must prescribe the classes of shares and the number of shares of each class that the corporation is authorized to ...
• Florida Business Organizations Code Section 607.0602; Terms of class or series determined by board of directors.
  (1) If the articles of incorporation so provide, the board of directors may determine, in whole or part, the preferences, limitations, and relative rights (within ...
• Florida Business Organizations Code Section 607.0603; Issued and outstanding shares.
  (1) A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued are ...
• Florida Business Organizations Code Section 607.0604; Fractional shares.
  (1) A corporation may: (a) Issue fractions of a share or pay in money the fair value of fractions of a share; (b) Make arrangements, ...
• Florida Business Organizations Code Section 607.0620; Subscriptions for shares.
  (1) A subscription for shares entered into before incorporation is irrevocable for 6 months unless the subscription agreement provides a longer or shorter period or ...
• Florida Business Organizations Code Section 607.0621; Issuance of shares.
  (1) The powers granted in this section to the board of directors may be reserved to the shareholders by the articles of incorporation. (2) The ...
• Florida Business Organizations Code Section 607.0622; Liability for shares issued before payment.
  (1) A holder of, or subscriber to, shares of a corporation shall be under no obligation to the corporation or its creditors with respect to ...
• Florida Business Organizations Code Section 607.0623; Share dividends.
  (1) Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation's shareholders or to the ...
• Florida Business Organizations Code Section 607.0624; Share options.
  (1) Unless the articles of incorporation provide otherwise, a corporation may issue rights, options, or warrants for the purchase of shares of the corporation. The ...
• Florida Business Organizations Code Section 607.0625; Form and content of certificates.
  (1) Shares may but need not be represented by certificates. Unless this act or another statute expressly provides otherwise, the rights and obligations of shareholders ...
• Florida Business Organizations Code Section 607.0626; Shares without certificates.
  (1) Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issue of some or all ...
• Florida Business Organizations Code Section 607.0627; Restriction on transfer of shares and other securities.
  (1) The articles of incorporation, the bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer ...
• Florida Business Organizations Code Section 607.0628; Expenses of issue.
  A corporation may pay the expenses of selling or underwriting its shares and of organizing or reorganizing the corporation from the consideration received for ...
• Florida Business Organizations Code Section 607.0630; Shareholders' preemptive rights.
  (1) The shareholders of a corporation do not have a preemptive right to acquire the corporation's unissued shares or the corporation's treasury shares, ...
• Florida Business Organizations Code Section 607.0631; Corporation's acquisition of its own shares.
  (1) A corporation may acquire its own shares, and, unless otherwise provided in the articles of incorporation or except as provided in subsection (4) or ...
• Florida Business Organizations Code Section 607.06401; Distributions to shareholders.
  (1) A board of directors may authorize and the corporation may make distributions to its shareholders subject to restriction by the articles of incorporation and ...
• Florida Business Organizations Code Section 607.0701; Annual meeting.
  (1) A corporation shall hold a meeting of shareholders annually, for the election of directors and for the transaction of any proper business, at a ...
• Florida Business Organizations Code Section 607.0702; Special meeting.
  (1) A corporation shall hold a special meeting of shareholders: (a) On call of its board of directors or the person or persons authorized to ...
• Florida Business Organizations Code Section 607.0703; Court-ordered meeting.
  (1) The circuit court of the county where a corporation's principal office is located, if located in this state, or where a corporation's ...
• Florida Business Organizations Code Section 607.0704; Action by shareholders without a meeting.
  (1) Unless otherwise provided in the articles of incorporation, action required or permitted by this act to be taken at an annual or special meeting ...
• Florida Business Organizations Code Section 607.0705; Notice of meeting.
  (1) A corporation shall notify shareholders of the date, time, and place of each annual and special shareholders' meeting no fewer than 10 or more ...
• Florida Business Organizations Code Section 607.0706; Waiver of notice.
  (1) A shareholder may waive any notice required by this act, the articles of incorporation, or bylaws before or after the date and time stated ...
• Florida Business Organizations Code Section 607.0707; Record date.
  (1) The bylaws may fix or provide the manner of fixing the record date for one or more voting groups in order to determine the ...
• Florida Business Organizations Code Section 607.0720; Shareholders' list for meeting.
  (1) After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its shareholders who are ...
• Florida Business Organizations Code Section 607.0721; Voting entitlement of shares.
  (1) Except as provided in subsections (2), (3), and (4) or unless the articles of incorporation or this act provides otherwise, each outstanding share, regardless ...
• Florida Business Organizations Code Section 607.0722; Proxies.
  (1) A shareholder, other person entitled to vote on behalf of a shareholder pursuant to s. 607.0721, or attorney in fact for a shareholder ...
• Florida Business Organizations Code Section 607.0723; Shares held by nominees.
  (1) A corporation may establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized ...
• Florida Business Organizations Code Section 607.0724; Corporation's acceptance of votes.
  (1) If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a shareholder, the corporation if acting in ...
• Florida Business Organizations Code Section 607.0725; Quorum and voting requirements for voting groups.
  (1) Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those ...
• Florida Business Organizations Code Section 607.0726; Action by single and multiple voting groups.
  (1) If the articles of incorporation or this act provides for voting by a single voting group on a matter, action on that matter is ...
• Florida Business Organizations Code Section 607.0728; Voting for directors; cumulative voting.
  (1) Unless otherwise provided in the articles of incorporation, directors are elected by a plurality of the votes cast by the shares entitled to vote ...
• Florida Business Organizations Code Section 607.0730; Voting trusts.
  (1) One or more shareholders may create a voting trust, conferring on a trustee the right to vote or otherwise act for him or her ...
• Florida Business Organizations Code Section 607.0731; Shareholders' agreements.
  (1) Two or more shareholders may provide for the manner in which they will vote their shares by signing an agreement for that purpose. A ...
• Florida Business Organizations Code Section 607.0732; Shareholder agreements.
  (1) An agreement among the shareholders of a corporation with 100 or fewer shareholders at the time of the agreement, that complies with this section, ...
• Florida Business Organizations Code Section 607.07401; Shareholders' derivative actions.
  (1) A person may not commence a proceeding in the right of a domestic or foreign corporation unless the person was a shareholder of the ...
• Florida Business Organizations Code Section 607.0801; Requirement for and duties of board of directors.
  (1) Except as provided in s. 607.0732(1), each corporation must have a board of directors. (2) All corporate powers shall be exercised by ...
• Florida Business Organizations Code Section 607.0802; Qualifications of directors.
  (1) Directors must be natural persons who are 18 years of age or older but need not be residents of this state or shareholders of ...
• Florida Business Organizations Code Section 607.0803; Number of directors.
  (1) A board of directors must consist of one or more individuals, with the number specified in or fixed in accordance with the articles of ...
• Florida Business Organizations Code Section 607.0804; Election of directors by certain voting groups.
  The articles of incorporation may confer upon holders of any voting group the right to elect one or more directors who shall serve for such ...
• Florida Business Organizations Code Section 607.0805; Terms of directors generally.
  (1) The terms of the initial directors of a corporation expire at the first shareholders' meeting at which directors are elected. (2) The terms of ...
• Florida Business Organizations Code Section 607.0806; Staggered terms for directors.
  (1) The directors of any corporation organized under this act may, by the articles of incorporation or by an initial bylaw, or by a bylaw ...
• Florida Business Organizations Code Section 607.0807; Resignation of directors.
  (1) A director may resign at any time by delivering written notice to the board of directors or its chair or to the corporation. (2) ...
• Florida Business Organizations Code Section 607.0808; Removal of directors by shareholders.
  (1) The shareholders may remove one or more directors with or without cause unless the articles of incorporation provide that directors may be removed only ...
• Florida Business Organizations Code Section 607.0809; Vacancy on board.
  (1) Whenever a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors, it may be ...
• Florida Business Organizations Code Section 607.08101; Compensation of directors.
  Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of ...
• Florida Business Organizations Code Section 607.0820; Meetings.
  (1) The board of directors may hold regular or special meetings in or out of this state. (2) A majority of the directors present, whether ...
• Florida Business Organizations Code Section 607.0821; Action by directors without a meeting.
  (1) Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by this act to be taken at a board of directors' ...
• Florida Business Organizations Code Section 607.0822; Notice of meetings.
  (1) Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, ...
• Florida Business Organizations Code Section 607.0823; Waiver of notice.
  Notice of a meeting of the board of directors need not be given to any director who signs a waiver of notice either before or ...
• Florida Business Organizations Code Section 607.0824; Quorum and voting.
  (1) Unless the articles of incorporation or bylaws require a different number, a quorum of a board of directors consists of a majority of the ...
• Florida Business Organizations Code Section 607.0825; Committees.
  (1) Unless the articles of incorporation or the bylaws otherwise provide, the board of directors, by resolution adopted by a majority of the full board ...
• Florida Business Organizations Code Section 607.0830; General standards for directors.
  (1) A director shall discharge his or her duties as a director, including his or her duties as a member of a committee: (a) In ...
• Florida Business Organizations Code Section 607.0831; Liability of directors.
  (1) A director is not personally liable for monetary damages to the corporation or any other person for any statement, vote, decision, or failure to ...
• Florida Business Organizations Code Section 607.0832; Director conflicts of interest.
  (1) No contract or other transaction between a corporation and one or more of its directors or any other corporation, firm, association, or entity in ...
• Florida Business Organizations Code Section 607.0833; Loans to officers, directors, and employees; guaranty of obligations.
  Any corporation may lend money to, guarantee any obligation of, or otherwise assist any officer, director, or employee of the corporation or of a subsidiary, ...
• Florida Business Organizations Code Section 607.0834; Liability for unlawful distributions.
  (1) A director who votes for or assents to a distribution made in violation of s. 607.06401 or the articles of incorporation is personally ...
• Florida Business Organizations Code Section 607.08401; Required officers.
  (1) A corporation shall have the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws. (2) A ...
• Florida Business Organizations Code Section 607.0841; Duties of officers.
  Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties ...
• Florida Business Organizations Code Section 607.0842; Resignation and removal of officers.
  (1) An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is delivered unless the ...
• Florida Business Organizations Code Section 607.0843; Contract rights of officers.
  (1) The appointment of an officer does not itself create contract rights. (2) An officer's removal does not affect the officer's contract rights, ...
• Florida Business Organizations Code Section 607.0850; Indemnification of officers, directors, employees, and agents.
  (1) A corporation shall have power to indemnify any person who was or is a party to any proceeding (other than an action by, or ...
• Florida Business Organizations Code Section 607.0901; Affiliated transactions.
  (1) For purposes of this section: (a) "Affiliate" means a person who directly, or indirectly through one or more intermediaries, controls or is controlled by, ...
• Florida Business Organizations Code Section 607.0902; Control-share acquisitions.
  (1) "CONTROL SHARES."--As used in this section, "control shares" means shares that, except for this section, would have voting power with respect to shares ...
• Florida Business Organizations Code Section 607.1001; Authority to amend the articles of incorporation.
  (1) A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the ...
• Florida Business Organizations Code Section 607.1002; Amendment by board of directors.
  Unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt one or more amendments to the corporation's articles of ...
• Florida Business Organizations Code Section 607.10025; Shares; combination or division.
  (1) A corporation may effect a division or combination of its shares in the manner as provided in this section. For purposes of this section, ...
• Florida Business Organizations Code Section 607.1003; Amendment by board of directors and shareholders.
  (1) A corporation's board of directors may propose one or more amendments to the articles of incorporation for submission to the shareholders. (2) For ...
• Florida Business Organizations Code Section 607.1004; Voting on amendments by voting groups.
  (1) The holders of the outstanding shares of a class are entitled to vote as a class (if shareholder voting is otherwise required by this ...
• Florida Business Organizations Code Section 607.1005; Amendment before issuance of shares.
  If a corporation has not yet issued shares, a majority of its incorporators or board of directors may adopt one or more amendments to the ...
• Florida Business Organizations Code Section 607.1006; Articles of amendment.
  A corporation amending its articles of incorporation shall deliver to the Department of State for filing articles of amendment which shall be executed in accordance ...
• Florida Business Organizations Code Section 607.1007; Restated articles of incorporation.
  (1) A corporation's board of directors may restate its articles of incorporation at any time with or without shareholder action. (2) The restatement may ...
• Florida Business Organizations Code Section 607.1008; Amendment pursuant to reorganization.
  (1) A corporation's articles of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of ...
• Florida Business Organizations Code Section 607.1009; Effect of amendment.
  An amendment to articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which ...
• Florida Business Organizations Code Section 607.1020; Amendment of bylaws by board of directors or shareholders.
  (1) A corporation's board of directors may amend or repeal the corporation's bylaws unless: (a) The articles of incorporation or this act reserves ...
• Florida Business Organizations Code Section 607.1021; Bylaw increasing quorum or voting requirements for shareholders.
  (1) If authorized by the articles of incorporation, the shareholders may adopt or amend a bylaw that fixes a greater quorum or voting requirement for ...
• Florida Business Organizations Code Section 607.1022; Bylaw increasing quorum or voting requirements for directors.
  (1) A bylaw that fixes a greater quorum or voting requirement for the board of directors may be amended or repealed: (a) If originally adopted ...
• Florida Business Organizations Code Section 607.1101; Merger.
  (1) One or more corporations may merge into another corporation if the board of directors of each corporation adopts and its shareholders (if required by ...
• Florida Business Organizations Code Section 607.1102; Share exchange.
  (1) A corporation may acquire all of the outstanding shares of one or more classes or series of another corporation if the board of directors ...
• Florida Business Organizations Code Section 607.1103; Action on plan.
  (1) After adopting a plan of merger or share exchange, the board of directors of each corporation party to the merger, and the board of ...
• Florida Business Organizations Code Section 607.1104; Merger of subsidiary corporation.
  (1)(a) A parent corporation owning at least 80 percent of the outstanding shares of each class of a subsidiary corporation may merge the subsidiary ...
• Florida Business Organizations Code Section 607.11045; Holding company formation by merger by certain corporations.
  (1) This section applies only to a corporation that has shares of any class or series which are either registered on a national securities exchange ...
• Florida Business Organizations Code Section 607.1105; Articles of merger or share exchange.
  (1) After a plan of merger or share exchange is approved by the shareholders, or adopted by the board of directors if shareholder approval is ...
• Florida Business Organizations Code Section 607.1106; Effect of merger or share exchange.
  (1) When a merger becomes effective: (a) Every other corporation party to the merger merges into the surviving corporation and the separate existence of every ...
• Florida Business Organizations Code Section 607.1107; Merger or share exchange with foreign corporations.
  (1) One or more foreign corporations may merge or enter into a share exchange with one or more domestic corporations if: (a) In a merger, ...
• Florida Business Organizations Code Section 607.1108; Merger of domestic corporation and other business entity.
  (1) As used in this section and ss. 607.1109 and 607.11101, the term "other business entity" means a limited liability company, a foreign ...
• Florida Business Organizations Code Section 607.1109; Articles of merger.
  (1) After a plan of merger is approved by each domestic corporation and other business entity that is a party to the merger, the surviving ...
• Florida Business Organizations Code Section 607.11101; Effect of merger of domestic corporation and other business entity.
  When a merger becomes effective: (1) Every domestic corporation and other business entity that is a party to the merger merges into the surviving entity ...
• Florida Business Organizations Code Section 607.1112; Conversion of domestic corporation into another business entity.
  (1) As used in this section and ss. 607.1113 and 607.1114, the term "another business entity" or "other business entity" means a limited ...
• Florida Business Organizations Code Section 607.1113; Certificate of conversion.
  (1) After a plan of conversion is approved by the board of directors and shareholders of a converting domestic corporation, such corporation shall deliver to ...
• Florida Business Organizations Code Section 607.1114; Effect of conversion of domestic corporation into another business entity.
  When a conversion becomes effective: (1) A domestic corporation that has been converted into another business entity pursuant to this chapter is for all purposes ...
• Florida Business Organizations Code Section 607.1115; Conversion of another business entity to a domestic corporation.
  (1) As used in this section, the term "other business entity" means a limited liability company; a common law or business trust or association; a ...
• Florida Business Organizations Code Section 607.1201; Sale of assets in regular course of business and mortgage of assets.
  (1) A corporation may, on the terms and conditions and for the consideration determined by the board of directors: (a) Sell, lease, exchange, or otherwise ...
• Florida Business Organizations Code Section 607.1202; Sale of assets other than in regular course of business.
  (1) A corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property (with or without the good will), otherwise ...
• Florida Business Organizations Code Section 607.1301; Appraisal rights; definitions.
  The following definitions apply to ss. 607.1302-607.1333: (1) "Affiliate" means a person that directly or indirectly through one or more intermediaries controls, ...
• Florida Business Organizations Code Section 607.1302; Right of shareholders to appraisal.
  (1) A shareholder of a domestic corporation is entitled to appraisal rights, and to obtain payment of the fair value of that shareholder's shares, ...
• Florida Business Organizations Code Section 607.1303; Assertion of rights by nominees and beneficial owners.
  (1) A record shareholder may assert appraisal rights as to fewer than all the shares registered in the record shareholder's name but owned by ...
• Florida Business Organizations Code Section 607.1320; Notice of appraisal rights.
  (1) If proposed corporate action described in s. 607.1302(1) is to be submitted to a vote at a shareholders' meeting, the meeting notice ...
• Florida Business Organizations Code Section 607.1321; Notice of intent to demand payment.
  (1) If proposed corporate action requiring appraisal rights under s. 607.1302 is submitted to a vote at a shareholders' meeting, or is submitted to ...
• Florida Business Organizations Code Section 607.1322; Appraisal notice and form.
  (1) If proposed corporate action requiring appraisal rights under s. 607.1302(1) becomes effective, the corporation must deliver a written appraisal notice and form ...
• Florida Business Organizations Code Section 607.1323; Perfection of rights; right to withdraw.
  (1) A shareholder who wishes to exercise appraisal rights must execute and return the form received pursuant to s. 607.1322(1) and, in the ...
• Florida Business Organizations Code Section 607.1324; Shareholder's acceptance of corporation's offer.
  (1) If the shareholder states on the form provided in s. 607.1322(1) that the shareholder accepts the offer of the corporation to pay ...
• Florida Business Organizations Code Section 607.1326; Procedure if shareholder is dissatisfied with offer.
  (1) A shareholder who is dissatisfied with the corporation's offer as set forth pursuant to s. 607.1322(2)(b)4. must notify the ...
• Florida Business Organizations Code Section 607.1330; Court action.
  (1) If a shareholder makes demand for payment under s. 607.1326 which remains unsettled, the corporation shall commence a proceeding within 60 days after ...
• Florida Business Organizations Code Section 607.1331; Court costs and counsel fees.
  (1) The court in an appraisal proceeding shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the ...
• Florida Business Organizations Code Section 607.1332; Disposition of acquired shares.
  Shares acquired by a corporation pursuant to payment of the agreed value thereof or pursuant to payment of the judgment entered therefor, as provided in ...
• Florida Business Organizations Code Section 607.1333; Limitation on corporate payment.
  (1) No payment shall be made to a shareholder seeking appraisal rights if, at the time of payment, the corporation is unable to meet the ...
• Florida Business Organizations Code Section 607.1401; Dissolution by incorporators or directors.
  A majority of the incorporators or directors of a corporation that has not issued shares or has not commenced business may dissolve the corporation by ...
• Florida Business Organizations Code Section 607.1402; Dissolution by board of directors and shareholders; dissolution by written consent of shareholders.
  (1) A corporation's board of directors may propose dissolution for submission to the shareholders. (2) For a proposal to dissolve to be adopted: (a) ...
• Florida Business Organizations Code Section 607.1403; Articles of dissolution.
  (1) At any time after dissolution is authorized, the corporation may dissolve by delivering to the Department of State for filing articles of dissolution which ...
• Florida Business Organizations Code Section 607.1404; Revocation of dissolution.
  (1) A corporation may revoke its dissolution at any time prior to the expiration of 120 days following the effective date of the articles of ...
• Florida Business Organizations Code Section 607.1405; Effect of dissolution.
  (1) A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business ...
• Florida Business Organizations Code Section 607.1406; Known claims against dissolved corporation.
  (1) A dissolved corporation or successor entity, as defined in subsection (15), may dispose of the known claims against it by following the procedures described ...
• Florida Business Organizations Code Section 607.1407; Unknown claims against dissolved corporation.
  A dissolved corporation or successor entity, as defined in s. 607.1406(15), may choose to execute one of the following procedures to resolve payment ...
• Florida Business Organizations Code Section 607.1420; Grounds for administrative dissolution.
  (1) The Department of State may commence a proceeding under s. 607.1421 to administratively dissolve a corporation if: (a) The corporation has failed to ...
• Florida Business Organizations Code Section 607.1421; Procedure for and effect of administrative dissolution.
  (1) If the Department of State determines that one or more grounds exist under s. 607.1420 for dissolving a corporation, it shall serve the ...
• Florida Business Organizations Code Section 607.1422; Reinstatement following administrative dissolution.
  (1) A corporation administratively dissolved under s. 607.1421 may apply to the Department of State for reinstatement at any time after the effective date ...
• Florida Business Organizations Code Section 607.1423; Appeal from denial of reinstatement.
  (1) If the Department of State denies a corporation's application for reinstatement following administrative dissolution, it shall serve the corporation under s. 607.0504(...
• Florida Business Organizations Code Section 607.1430; Grounds for judicial dissolution.
  A circuit court may dissolve a corporation or order such other remedy as provided in s. 607.1434: (1)(a) In a proceeding by the ...
• Florida Business Organizations Code Section 607.1431; Procedure for judicial dissolution.
  (1) Venue for a proceeding brought under s. 607.1430 lies in the circuit court of the county where the corporation's principal office is ...
• Florida Business Organizations Code Section 607.1432; Receivership or custodianship.
  (1) A court in a judicial proceeding brought to dissolve a corporation may appoint one or more receivers to wind up and liquidate, or one ...
• Florida Business Organizations Code Section 607.1433; Judgment of dissolution.
  (1) If after a hearing the court determines that one or more grounds for judicial dissolution described in s. 607.1430 exist, it may enter ...
• Florida Business Organizations Code Section 607.1434; Alternative remedies to judicial dissolution.
  In an action for dissolution pursuant to s. 607.1430, the court may, upon a showing of sufficient merit to warrant such remedy: (1) Appoint ...
• Florida Business Organizations Code Section 607.1435; Provisional director.
  (1) A provisional director may be appointed in the discretion of the court if it appears that such action by the court will remedy the ...
• Florida Business Organizations Code Section 607.1436; Election to purchase instead of dissolution.
  (1) In a proceeding under s. 607.1430(2) or (3) to dissolve a corporation, the corporation may elect or, if it fails to elect, ...
• Florida Business Organizations Code Section 607.14401; Deposit with Department of Financial Services.
  Assets of a dissolved corporation that should be transferred to a creditor, claimant, or shareholder of the corporation who cannot be found or who is ...
• Florida Business Organizations Code Section 607.1501; Authority of foreign corporation to transact business required.
  (1) A foreign corporation may not transact business in this state until it obtains a certificate of authority from the Department of State. (2) The ...
• Florida Business Organizations Code Section 607.1502; Consequences of transacting business without authority.
  (1) A foreign corporation transacting business in this state without a certificate of authority may not maintain a proceeding in any court in this state ...
• Florida Business Organizations Code Section 607.1503; Application for certificate of authority.
  (1) A foreign corporation may apply for a certificate of authority to transact business in this state by delivering an application to the Department of ...
• Florida Business Organizations Code Section 607.1504; Amended certificate of authority.
  (1) A foreign corporation authorized to transact business in this state shall make application to the Department of State to obtain an amended certificate of ...
• Florida Business Organizations Code Section 607.1505; Effect of certificate of authority.
  (1) A certificate of authority authorizes the foreign corporation to which it is issued to transact business in this state subject, however, to the right ...
• Florida Business Organizations Code Section 607.1506; Corporate name of foreign corporation.
  (1) A foreign corporation is not entitled to file an application for a certificate of authority unless the corporate name of such corporation satisfies the ...
• Florida Business Organizations Code Section 607.1507; Registered office and registered agent of foreign corporation.
  (1) Each foreign corporation authorized to transact business in this state must continuously maintain in this state: (a) A registered office that may be the ...
• Florida Business Organizations Code Section 607.1508; Change of registered office and registered agent of foreign corporation.
  (1) A foreign corporation authorized to transact business in this state may change its registered office or registered agent by delivering to the Department of ...
• Florida Business Organizations Code Section 607.1509; Resignation of registered agent of foreign corporation.
  (1) The registered agent of a foreign corporation may resign his or her agency appointment by signing and delivering to the Department of State for ...
• Florida Business Organizations Code Section 607.15101; Service of process, notice, or demand on a foreign corporation.
  (1) The registered agent of a foreign corporation authorized to transact business in this state is the corporation's agent for service of process, notice, ...
• Florida Business Organizations Code Section 607.1520; Withdrawal of foreign corporation.
  (1) A foreign corporation authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal from ...
• Florida Business Organizations Code Section 607.1530; Grounds for revocation of authority to transact business.
  The Department of State may commence a proceeding under s. 607.1531 to revoke the certificate of authority of a foreign corporation authorized to transact ...
• Florida Business Organizations Code Section 607.1531; Procedure for and effect of revocation.
  (1) If the Department of State determines that one or more grounds exist under s. 607.1530 for revocation of a certificate of authority, the ...
• Florida Business Organizations Code Section 607.15315; Revocation; application for reinstatement.
  (1)(a) A foreign corporation the certificate of authority of which has been revoked pursuant to s. 607.1531 may apply to the Department of ...
• Florida Business Organizations Code Section 607.1532; Appeal from revocation.
  (1) If the Department of State revokes the authority of any foreign corporation to transact business in this state pursuant to the provisions of this ...
• Florida Business Organizations Code Section 607.1601; Corporate records.
  (1) A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken ...
• Florida Business Organizations Code Section 607.1602; Inspection of records by shareholders.
  (1) A shareholder of a corporation is entitled to inspect and copy, during regular business hours at the corporation's principal office, any of the ...
• Florida Business Organizations Code Section 607.1603; Scope of inspection right.
  (1) A shareholder's agent or attorney has the same inspection and copying rights as the shareholder he or she represents. (2) The right to ...
• Florida Business Organizations Code Section 607.1604; Court-ordered inspection.
  (1) If a corporation does not allow a shareholder who complies with s. 607.1602(1) or (4) to inspect and copy any records required ...
• Florida Business Organizations Code Section 607.1605; Inspection of records by directors.
  (1) A director of a corporation is entitled to inspect and copy the books, records, and documents of the corporation at any reasonable time to ...
• Florida Business Organizations Code Section 607.1620; Financial statements for shareholders.
  (1) Unless modified by resolution of the shareholders within 120 days of the close of each fiscal year, a corporation shall furnish its shareholders annual ...
• Florida Business Organizations Code Section 607.1621; Other reports to shareholders.
  (1) If a corporation indemnifies or advances expenses to any director, officer, employee, or agent under s. 607.0850 otherwise than by court order or ...
• Florida Business Organizations Code Section 607.1622; Annual report for Department of State.
  (1) Each domestic corporation and each foreign corporation authorized to transact business in this state shall deliver to the Department of State for filing a ...
• Florida Business Organizations Code Section 607.1701; Application to existing domestic corporation.
  This act applies to all domestic corporations in existence on July 1, 1990, that were incorporated under any general statute of this state providing for ...
• Florida Business Organizations Code Section 607.1702; Application to qualified foreign corporations.
  A foreign corporation authorized to transact business in this state on July 1, 1990, is subject to this act but is not required to obtain ...
• Florida Business Organizations Code Section 607.1711; Application to foreign and interstate commerce.
  The provisions of this act apply to commerce with foreign nations and among the several states only insofar as the same may be permitted under ...
• Florida Business Organizations Code Section 607.1801; Domestication of foreign corporations.
  (1) As used in this section, the term "corporation" includes any incorporated organization, private law corporation (whether or not organized for business purposes), public law ...
• Florida Business Organizations Code Section 607.1805; Procedures for conversion to professional service corporation.
  A corporation that is organized for profit under the laws of this state and that is engaged solely in carrying out the professional services provided ...
• Florida Business Organizations Code Section 607.1904; Estoppel.
  No body of persons acting as a corporation shall be permitted to set up the lack of legal organization as a defense to an action ...
• Florida Business Organizations Code Section 607.1907; Effect of repeal of prior acts.
  (1) Except as provided in subsection (2), the repeal of a statute by this act does not affect: (a) The operation of the statute or ...
• Florida Business Organizations Code Section 607.193; Supplemental corporate fee.
  (1) In addition to any other taxes imposed by law, an annual supplemental corporate fee of $88.75 is imposed on each business entity that ...
• Florida Business Organizations Code Section 608.401; Short title.
  Sections 608.401-608.705 may be cited as the "Florida Limited Liability Company ...
• Florida Business Organizations Code Section 608.402; Definitions.
  As used in this chapter: (1) "Articles of merger" means initial, amended, and restated articles of merger of a limited liability company delivered to the ...
• Florida Business Organizations Code Section 608.403; Purpose.
  A limited liability company may be organized under this chapter for any lawful purpose, but remains subject to statutes and regulations of the laws of ...
• Florida Business Organizations Code Section 608.404; Powers.
  Unless its articles of organization or operating agreement provide otherwise, each limited liability company organized and existing under this chapter shall have the same powers ...
• Florida Business Organizations Code Section 608.405; Formation.
  One or more persons may form a limited liability ...
• Florida Business Organizations Code Section 608.406; Limited liability company name.
  (1) A limited liability company name: (a) Must contain the words "limited liability company" or "limited company," or the abbreviations "L.L.C." or "L....
• Florida Business Organizations Code Section 608.407; Articles of organization.
  (1) In order to form a limited liability company, articles of organization of a limited liability company shall be filed with the Department of State ...
• Florida Business Organizations Code Section 608.408; Execution of articles, certificate, or statement.
  (1) Any articles, certificate, or statement required by this chapter to be filed with the Department of State must be executed in the following manner: (...
• Florida Business Organizations Code Section 608.4081; Filing requirements.
  (1) To be filed by the Department of State, a document must satisfy the following requirements, as supplemented or modified by any other section of ...
• Florida Business Organizations Code Section 608.4082; Filing duties of Department of State.
  (1) The Department of State files a document by stamping or otherwise endorsing the document as "filed," together with the Secretary of State's official ...
• Florida Business Organizations Code Section 608.409; Effect of filing and issuance of time and date endorsement on the articles of organization.
  (1) Unless a delayed effective date is specified, the limited liability company's existence begins at the date and time when the articles of organization ...
• Florida Business Organizations Code Section 608.4101; Records to be kept; right to information.
  (1) Each limited liability company shall keep at its principal office the following records: (a) A current list of the full names and last known ...
• Florida Business Organizations Code Section 608.411; Amendments to or restatements of articles of organization.
  (1) The articles of organization of a limited liability company are amended by filing the articles of amendment thereto with the Department of State. The ...
• Florida Business Organizations Code Section 608.4115; Correcting the articles of organization filed of record.
  (1) A limited liability company or foreign limited liability company may correct the articles of organization filed of record with the Department of State within ...
• Florida Business Organizations Code Section 608.415; Registered office and registered agent.
  (1) Each limited liability company shall have and continuously maintain in this state: (a) A registered office, which may be the same as its place ...
• Florida Business Organizations Code Section 608.416; Change of registered office or registered agent.
  (1) A limited liability company may change its registered office or agent by filing with the Department of State a statement setting forth: (a) The ...
• Florida Business Organizations Code Section 608.4211; Contributions to capital and liability for contribution.
  (1) The contribution of a member may be in cash, property, or services rendered, or a promissory note or other obligation to contribute cash or ...
• Florida Business Organizations Code Section 608.422; Management of the limited liability company.
  (1) Unless otherwise provided in its articles of organization or the operating agreement, the limited liability company shall be a member-managed company. (2) In ...
• Florida Business Organizations Code Section 608.4225; General standards for managers and managing members.
  (1) Subject to ss. 608.4226 and 608.423, each manager and managing member shall owe a duty of loyalty and a duty of care ...
• Florida Business Organizations Code Section 608.4226; Conflicts of interest.
  (1) No contract or other transaction between a limited liability company and one or more of its members, managers, or managing members or any other ...
• Florida Business Organizations Code Section 608.4227; Liability of members, managing members, and managers.
  (1) Except as provided in this chapter, the members, managers, and managing members of a limited liability company are not liable, solely by reason of ...
• Florida Business Organizations Code Section 608.4228; Limitation of liability of managers and managing members.
  (1) A manager or a managing member shall not be personally liable for monetary damages to the limited liability company, its members, or any other ...
• Florida Business Organizations Code Section 608.4229; Indemnification of members, managers, managing members, officers, employees, and agents.
  (1) Subject to such standards and restrictions, if any, as are set forth in its articles of organization or operating agreement, a limited liability company ...
• Florida Business Organizations Code Section 608.423; Limited liability company operating agreement; nonwaivable provisions.
  (1) Except as otherwise provided in subsection (2), all members of a limited liability company may enter into an operating agreement, which need not be ...
• Florida Business Organizations Code Section 608.4231; Voting by members and managers.
  (1) The articles of organization or operating agreement may provide for classes or groups of members having such relative rights, powers, and duties as the ...
• Florida Business Organizations Code Section 608.4232; Admission of additional members.
  Except as otherwise provided in the articles of organization or the operating agreement, no person may be admitted as a member unless a majority-in-...
• Florida Business Organizations Code Section 608.4235; Agency of members and managers or managing members.
  (1) Subject to subsections (2) and (3): (a) In a member-managed company, each member is an agent of the limited liability company for the ...
• Florida Business Organizations Code Section 608.4236; Delegation of rights and powers to manage.
  Unless otherwise provided in the limited liability company's articles of organization or operating agreement, a member or manager of a limited liability company has ...
• Florida Business Organizations Code Section 608.4237; Membership termination upon events of bankruptcy.
  A person ceases to be a member of a limited liability company upon the occurrence of any of the following: (1) Unless otherwise provided in ...
• Florida Business Organizations Code Section 608.4238; Unauthorized assumption of powers.
  All persons purporting to act as or on behalf of a limited liability company, having actual knowledge that there was no organization of a limited ...
• Florida Business Organizations Code Section 608.425; Limited liability company property.
  (1) All property originally contributed to the limited liability company or subsequently acquired by a limited liability company by purchase or otherwise is limited liability ...
• Florida Business Organizations Code Section 608.426; Distributions; impairment of capital.
  (1) The limited liability company may make distributions to its members in accordance with the provisions contained in the operating agreement, except that no distribution ...
• Florida Business Organizations Code Section 608.4261; Sharing of profits and losses.
  The profits and losses of the limited liability company shall be allocated among the members in the manner provided in the articles of organization or ...
• Florida Business Organizations Code Section 608.427; Withdrawal of member and distribution upon withdrawal.
  (1) A member may withdraw from a limited liability company only at the time or upon the occurrence of an event specified in the articles ...
• Florida Business Organizations Code Section 608.428; Liability upon wrongful distribution.
  (1) If a member receives a distribution in violation of the articles of organization, the operating agreement, or this chapter, the member is liable to ...
• Florida Business Organizations Code Section 608.431; Nature of interest of member in limited liability company.
  An interest of a member in a limited liability company is personal ...
• Florida Business Organizations Code Section 608.432; Assignment of member's interest.
  (1) A limited liability company interest is assignable in whole or in part except as provided in the articles of organization or operating agreement. The ...
• Florida Business Organizations Code Section 608.433; Right of assignee to become member.
  (1) Unless otherwise provided in the articles of organization or operating agreement, an assignee of a limited liability company interest may become a member only ...
• Florida Business Organizations Code Section 608.434; Power of estate of deceased or incompetent member; dissolved or terminated member.
  (1) If a member who is an individual dies or if a court of competent jurisdiction adjudges a member who is an individual to be ...
• Florida Business Organizations Code Section 608.4351; Appraisal rights; definitions.
  The following definitions apply to this section and ss. 608.4352-608.43595: (1) "Affiliate" means a person that directly or indirectly, through one or ...
• Florida Business Organizations Code Section 608.4352; Right of members to appraisal.
  (1) A member of a domestic limited liability company is entitled to appraisal rights, and to obtain payment of the fair value of that member'...
• Florida Business Organizations Code Section 608.4353; Assertion of rights by nominees and beneficial owners.
  (1) A record member may assert appraisal rights as to fewer than all the membership interests registered in the record member's name which are ...
• Florida Business Organizations Code Section 608.4354; Notice of appraisal rights.
  (1) If a proposed appraisal event is to be submitted to a vote at a members' meeting, the meeting notice must state that the limited ...
• Florida Business Organizations Code Section 608.4355; Notice of intent to demand payment.
  (1) If a proposed appraisal event is submitted to a vote at a members' meeting, or is submitted to a member pursuant to a consent ...
• Florida Business Organizations Code Section 608.4356; Appraisal notice and form.
  (1) If the proposed appraisal event becomes effective, the limited liability company must deliver a written appraisal notice and form required by paragraph (2)(a) ...
• Florida Business Organizations Code Section 608.4357; Perfection of rights; right to withdraw.
  (1) A member who wishes to exercise appraisal rights must execute and return the form received pursuant to s. 608.4356(1) and, in the ...
• Florida Business Organizations Code Section 608.43575; Member's acceptance of limited liability company's offer.
  (1) If the member states on the form provided in s. 608.4356(1) that the member accepts the offer of the limited liability company ...
• Florida Business Organizations Code Section 608.4358; Procedure if member is dissatisfied with offer.
  (1) A member who is dissatisfied with the limited liability company's offer as set forth pursuant to s. 608.4356(2)(b)5. must ...
• Florida Business Organizations Code Section 608.43585; Court action.
  (1) If a member makes demand for payment under s. 608.4358 which remains unsettled, the limited liability company shall commence a proceeding within 60 ...
• Florida Business Organizations Code Section 608.4359; Court costs and counsel fees.
  (1) The court in an appraisal proceeding shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the ...
• Florida Business Organizations Code Section 608.43595; Limitation on limited liability company payment.
  (1) No payment shall be made to a member seeking appraisal rights if, at the time of payment, the limited liability company is unable to ...
• Florida Business Organizations Code Section 608.438; Merger of limited liability company.
  (1) As used in this section and ss. 608.4381-608.4383, the term "other business entity" or "another business entity" means a corporation, a ...
• Florida Business Organizations Code Section 608.4381; Action on plan of merger.
  (1) Unless the articles of organization or the operating agreement of a limited liability company require a greater than majority vote, the plan of merger ...
• Florida Business Organizations Code Section 608.4382; Certificate of merger.
  (1) After a plan of merger is approved by each limited liability company and each other business entity that is a party to the merger, ...
• Florida Business Organizations Code Section 608.4383; Effect of merger.
  When a merger becomes effective: (1) Every limited liability company and other business entity that is a party to the merger merges into the surviving ...
• Florida Business Organizations Code Section 608.439; Conversion of certain entities to a limited liability company.
  (1) As used in this section, the term "other business entity" or "another business entity" means a common law or business trust or association; a ...
• Florida Business Organizations Code Section 608.4401; Conversion of a domestic limited liability company into another business entity.
  (1) As used in this section and ss. 608.4402, 608.4403, and 608.4404, the term "other business entity" or "another business entity" means ...
• Florida Business Organizations Code Section 608.4402; Action on plan of conversion.
  (1) Unless the articles of organization or the operating agreement of a limited liability company requires a greater than majority vote, the plan of conversion ...
• Florida Business Organizations Code Section 608.4403; Certificate of conversion.
  (1) After a plan of conversion is approved by a converting limited liability company, the limited liability company shall deliver to the Department of State ...
• Florida Business Organizations Code Section 608.4404; Effect of conversion.
  When a conversion becomes effective: (1) A domestic limited liability company that has been converted into another business entity pursuant to this chapter is for ...
• Florida Business Organizations Code Section 608.441; Dissolution.
  (1) A limited liability company organized under this chapter shall be dissolved, and the limited liability company's affairs shall be concluded, upon the first ...
• Florida Business Organizations Code Section 608.4411; Revocation of dissolution.
  (1) A limited liability company may revoke its dissolution at any time prior to the expiration of 120 days following the effective date of the ...
• Florida Business Organizations Code Section 608.4421; Claims against dissolved limited liability company.
  (1) A dissolved limited liability company may dispose of the known claims against it by following the procedures described in subsections (2), (3), and (4). (...
• Florida Business Organizations Code Section 608.4431; Effect of dissolution.
  (1) A dissolved limited liability company continues its existence but may not carry on any business except that appropriate to wind up and liquidate its ...
• Florida Business Organizations Code Section 608.444; Distribution of assets upon dissolution.
  In settling accounts after dissolution of a limited liability company, the assets of the limited liability company must be distributed in the following order: (1) ...
• Florida Business Organizations Code Section 608.445; Articles of dissolution.
  The articles of dissolution shall set forth: (1) The name of the limited liability company. (2) The effective date of the limited liability company's ...
• Florida Business Organizations Code Section 608.446; Filing of articles of dissolution.
  (1) The articles of dissolution of the limited liability company shall be delivered to the Department of State. If the Department of State finds that ...
• Florida Business Organizations Code Section 608.447; Cancellation of articles of organization.
  The articles of organization of a limited liability company shall be canceled by the Department of State upon issuance of the certificate of ...
• Florida Business Organizations Code Section 608.448; Grounds for administrative dissolution.
  (1) The Department of State may commence a proceeding under s. 608.4481 to administratively dissolve a limited liability company if: (a) The limited liability ...
• Florida Business Organizations Code Section 608.4481; Procedure for and effect of administrative dissolution.
  (1) If the Department of State determines that one or more grounds exist under s. 608.448 for dissolving a limited liability company, it shall ...
• Florida Business Organizations Code Section 608.4482; Reinstatement following administrative dissolution.
  (1)(a) A limited liability company administratively dissolved under s. 608.4481 may apply to the Department of State for reinstatement at any time after ...
• Florida Business Organizations Code Section 608.4483; Appeal from denial or reinstatement.
  (1) If the Department of State denies a limited liability company's application for reinstatement following administrative dissolution, it shall serve the limited liability company ...
• Florida Business Organizations Code Section 608.449; Grounds for judicial dissolution.
  A circuit court may dissolve a limited liability company: (1)(a) In a proceeding by the Department of Legal Affairs if it is established that: ...
• Florida Business Organizations Code Section 608.4491; Procedure for judicial dissolution.
  (1) Venue for a proceeding brought under s. 608.449 lies in the circuit court of the county where the limited liability company's principal ...
• Florida Business Organizations Code Section 608.4492; Receivership or custodianship.
  (1) A court in a judicial proceeding brought to dissolve a limited liability company may appoint one or more receivers to wind up and liquidate, ...
• Florida Business Organizations Code Section 608.4493; Decree of dissolution.
  (1) If after a hearing the court determines that one or more grounds for judicial dissolution described in s. 608.449 exist, it may enter ...
• Florida Business Organizations Code Section 608.4511; Annual report for Department of State.
  (1) Each domestic limited liability company and each foreign limited liability company authorized to transact business in this state shall deliver to the Department of ...
• Florida Business Organizations Code Section 608.452; Fees of the Department of State.
  The fees of the Department of State under this chapter are as follows: (1) For furnishing a certified copy, $30. (2) For filing original articles ...
• Florida Business Organizations Code Section 608.455; Waiver of notice.
  When, under the provisions of this chapter or under the provisions of the articles of organization or operating agreement of a limited liability company, notice ...
• Florida Business Organizations Code Section 608.461; Jurisdiction of the circuit court.
  The circuit courts shall have jurisdiction to enforce the provisions of this ...
• Florida Business Organizations Code Section 608.462; Parties to actions by or against limited liability company.
  A member of a limited liability company is not a proper party to proceedings by or against a limited liability company, except when the object ...
• Florida Business Organizations Code Section 608.463; Service of process.
  (1) Process against a limited liability company may be served: (a) In accordance with chapter 48 or chapter 49, as if the limited liability company ...
• Florida Business Organizations Code Section 608.471; Tax exemption on income of certain limited liability companies.
  (1) A limited liability company classified as a partnership for federal income tax purposes, or a single member limited liability company which is disregarded as ...
• Florida Business Organizations Code Section 608.501; Foreign limited liability company; authority to transact business required.
  (1) A foreign limited liability company may not transact business in this state until it obtains a certificate of authority from the Department of State. (...
• Florida Business Organizations Code Section 608.502; Consequences of transacting business without authority.
  (1) A foreign limited liability company transacting business in this state without a certificate of authority may not maintain a proceeding in any court in ...
• Florida Business Organizations Code Section 608.503; Application for certificate of authority.
  (1) A foreign limited liability company may apply for a certificate of authority to transact business in this state by delivering an application to the ...
• Florida Business Organizations Code Section 608.504; Amended certificate of authority.
  (1) A foreign limited liability company authorized to transact business in this state shall make application to the Department of State to obtain an amended ...
• Florida Business Organizations Code Section 608.505; Effect of certificate of authority.
  (1) A certificate of authority authorizes the foreign limited liability company to which it is issued to transact business in this state subject, however, to ...
• Florida Business Organizations Code Section 608.506; Name of foreign limited liability company.
  (1) A foreign limited liability company is not entitled to file an application for a certificate of authority unless the name of such limited liability ...
• Florida Business Organizations Code Section 608.507; Registered office and registered agent of foreign limited liability company.
  Each foreign limited liability company in this state must continuously maintain in this state: (1) A registered office that may be the same as any ...
• Florida Business Organizations Code Section 608.508; Change of registered office and registered agent of foreign limited liability company.
  (1) A foreign limited liability company authorized to transact business in this state may change its registered office or registered agent by delivering to the ...
• Florida Business Organizations Code Section 608.509; Resignation of registered agent or foreign limited liability company.
  (1) The registered agent of a foreign limited liability company may resign his or her agency appointment by signing and delivering to the Department of ...
• Florida Business Organizations Code Section 608.5101; Service of process; notice or demand on a foreign limited liability company.
  (1) The registered agent of a foreign limited liability company authorized to transact business in this state is the limited liability company's agent for ...
• Florida Business Organizations Code Section 608.511; Withdrawal of foreign limited liability company.
  (1) A foreign limited liability company authorized to transact business in this state may not withdraw from this state until it obtains a certificate of ...
• Florida Business Organizations Code Section 608.512; Grounds for revocation of authority to transact business.
  The Department of State may commence a proceeding under s. 608.513 to revoke the certificate of authority of a foreign limited liability company authorized ...
• Florida Business Organizations Code Section 608.513; Procedure for and effect of revocation.
  (1) If the Department of State determines that one or more grounds exist under s. 608.512 for revocation of a certificate of authority, the ...
• Florida Business Organizations Code Section 608.5135; Revocation; application for reinstatement.
  (1)(a) If the certificate of authority of a limited liability company has been revoked, the foreign limited liability company may apply to the Department ...
• Florida Business Organizations Code Section 608.514; Appeal from revocation.
  (1) If the Department of State revokes the authority of any foreign limited liability company to transact business in this state pursuant to the provisions ...
• Florida Business Organizations Code Section 608.601; Member's derivative actions.
  (1) A person may not commence a proceeding in the right of a domestic or foreign limited liability company unless the person was a member ...
• Florida Business Organizations Code Section 608.701; Application of corporation case law to set aside limited liability.
  In any case in which a party seeks to hold the members of a limited liability company personally responsible for the liabilities or alleged improper ...
• Florida Business Organizations Code Section 608.702; Certificates and certified copies to be received in evidence.
  All certificates issued by the Department of State in accordance with this chapter, and all copies of records filed in the Department of State in ...
• Florida Business Organizations Code Section 608.703; Interrogatories by Department of State.
  (1) The Department of State may direct to any limited liability company or foreign limited liability company subject to this chapter, and to any member ...
• Florida Business Organizations Code Section 608.704; Reservation of power to amend or repeal.
  The Legislature has the power to amend or repeal all or part of this chapter at any time, and all domestic and foreign limited liability ...
• Florida Business Organizations Code Section 608.705; Effect of repeal of prior acts.
  (1) Except as provided in subsection (2), the repeal of a statute by this chapter does not affect: (a) The operation of the statute or ...
• Florida Business Organizations Code Section 609.01; Common-law declaration of trust.
  Two or more persons, whether residents of this state or not, may organize and associate themselves together for the purpose of transacting business in this ...
• Florida Business Organizations Code Section 609.02; Filing a declaration of trust.
  Every such organization organized for the purpose of transacting business in this state, or organized in this state for the purpose of transacting business elsewhere, ...
• Florida Business Organizations Code Section 609.03; Issuance of certificate to association.
  Upon the filing of the copy of the declaration of trust and the payment of the filing fee, in compliance with s. 609.02, the ...
• Florida Business Organizations Code Section 609.04; Unlawful to transact business prior to compliance.
  No person may transact or conduct any business, within this state, under any declaration of trust, or like association, without first complying with the provisions ...
• Florida Business Organizations Code Section 609.05; Qualification with Office of Financial Regulation.
  Before any person may offer for sale, barter or sell any unit, share, contract, note, bond, mortgage, oil or mineral lease or other security of ...
• Florida Business Organizations Code Section 609.051; Shares, personal property.
  Shares, however designated, in such trusts are declared for purposes of taxation, to be personal property, and not interest in land, notwithstanding the nature of ...
• Florida Business Organizations Code Section 609.06; Penalties.
  Any person who shall violate any of the provisions of this chapter shall be guilty of a felony of the third degree, punishable as provided ...
• Florida Business Organizations Code Section 609.07; Issuance of certain units, shares, certificates, or other security.
  The declaration of trust may provide that the units, shares, certificates of beneficial ownership or interest, or other security issued, or to be issued, in ...
• Florida Business Organizations Code Section 609.08; Merger of association into wholly owned subsidiary corporation; dissenters' rights of appraisal.
  (1) Any association organized under the laws of this state pursuant to a declaration of trust filed in accordance with the provisions of this chapter, ...
• Florida Business Organizations Code Section 616.001; Definitions.
  As used in this chapter, the term: (1) "Authority" means the Florida State Fair Authority. (2) "Community fair" means a fair which serves an area ...
• Florida Business Organizations Code Section 616.01; Number of persons required; requisites of proposed charter.
  Twenty-five or more persons who are residents and qualified electors of the county wherein the fair is to be located, wishing to form an ...
• Florida Business Organizations Code Section 616.02; Acknowledgment of charter.
  The proposed charter of a fair association shall be acknowledged by at least three of its subscribers, each a person of good character and reputation, ...
• Florida Business Organizations Code Section 616.03; Notice of application; approval and record of charter.
  Notice of intention to apply to the circuit judge for the charter of a fair association, stating the time when the application will be made, ...
• Florida Business Organizations Code Section 616.04; Evidence of existence and contents of charter.
  A certified copy of the charter and decree of incorporation of a fair association shall be evidence of the contents of the charter in all ...
• Florida Business Organizations Code Section 616.05; Amendment of charter.
  Any fair association desiring to propose an amendment of its charter may do so by resolution as provided in its bylaws. The proposed amendment shall ...
• Florida Business Organizations Code Section 616.051; Dissolving a charter.
  Any fair association desiring to dissolve its charter may do so by resolution as provided in its bylaws. The proposal for dissolving the charter shall ...
• Florida Business Organizations Code Section 616.06; Amount of indebtedness authorized.
  Any fair association may subject itself to indebtedness or liability in an aggregate sum not greater than the limit stated in its charter or any ...
• Florida Business Organizations Code Section 616.07; Members not personally liable; property of association held in trust; exempt from taxation.
  (1) No member, officer, director, or trustee of a fair association shall be personally liable for any of the debts of the association; and no ...
• Florida Business Organizations Code Section 616.08; Additional powers of association.
  Every fair association shall have the power to hold, conduct, and operate public fairs and expositions annually and for such purpose to buy, lease, acquire, ...
• Florida Business Organizations Code Section 616.09; Not authorized to carry on gambling, etc.; forfeiture of charter for violations; annulment proceedings.
  Nothing in this chapter shall be held or construed to authorize or permit any fair association to carry on, conduct, supervise, permit, or suffer any ...
• Florida Business Organizations Code Section 616.101; Annual review of accounts and records.
  Once each year, a review of the accounts and records of every fair association whose fair has an annual attendance of more than 25,000, ...
• Florida Business Organizations Code Section 616.11; Association authorized to contract with municipality, county, or state for use of land; admission fees; state, counties, and municipalities authorized to make contributions.
  Any fair association may enter into any contract, lease, or agreement with any municipality or county in the state or with the state or agency ...
• Florida Business Organizations Code Section 616.12; Licenses upon certain shows; distribution of fees; exemptions.
  (1) Every person who may operate under any terms whatsoever, including a lease arrangement, any traveling show, exhibition, amusement enterprise, carnival, vaudeville, minstrel, rodeo, theatrical, ...
• Florida Business Organizations Code Section 616.121; Making false application.
  Any person who makes or causes to be made any false statement in an application for a permit to hold a public fair or exposition ...
• Florida Business Organizations Code Section 616.13; Restrictions on other amusement rides.
  A person may not engage in the business of providing temporary amusement rides, as defined in s. 616.242, within a 5-mile radius of ...
• Florida Business Organizations Code Section 616.14; Number of fairs; penalty.
  (1) Any fair association that conducts more than one public fair or exposition during any one calendar year is subject to revocation of its charter ...
• Florida Business Organizations Code Section 616.15; Permit from Department of Agriculture and Consumer Services required.
  (1) No public fair or exposition may be conducted by a fair association without a permit issued by the department. The permit shall be issued ...
• Florida Business Organizations Code Section 616.165; Rules.
  The department shall adopt rules pursuant to ss. 120.536(1) and 120.54 to implement the provisions of this ...
• Florida Business Organizations Code Section 616.17; Minimum exhibits.
  (1) No public fair or exposition conducted by a fair association may be approved by the department for a tax exemption certificate unless the fair ...
• Florida Business Organizations Code Section 616.185; Trespass upon grounds or facilities of public fair or exposition; penalty; arrests.
  (1) For the purposes of this chapter, "trespass" upon the grounds of the Florida State Fair Authority or any other public fair or exposition permitted ...
• Florida Business Organizations Code Section 616.19; Designation of fairs.
  Any public fair or exposition heretofore or hereafter created pursuant to this chapter shall be designated by the name stated in the permit required or ...
• Florida Business Organizations Code Section 616.21; Agricultural and livestock exhibit buildings; conditions for expenditures.
  No part of appropriated funds may be expended except upon approval and with the recommendation of the department. Further, no part of such an appropriation ...
• Florida Business Organizations Code Section 616.22; Exhibit buildings; matching funds for construction or repair.
  In the construction or repair of buildings as authorized by any annual appropriation, the money to be expended therefor from the appropriation shall be matched ...
• Florida Business Organizations Code Section 616.23; Use of buildings.
  The buildings authorized by ss. 616.21-616.23 may be used by the county, municipality, or fair association for which the buildings are built ...
• Florida Business Organizations Code Section 616.24; Enforcement.
  (1) The department shall administer and enforce the provisions of this chapter and the rules adopted pursuant thereto. (2) It is the duty of every ...
• Florida Business Organizations Code Section 616.241; Trade standards for operation at public fairs and expositions.
  Trade standards for the operation of shows or games in connection with public fairs and expositions are as follows: (1) APPROVAL OF SHOWS.--The approval ...
• Florida Business Organizations Code Section 616.242; Safety standards for amusement rides.
  (1) OWNER RESPONSIBILITY.--The owner of an amusement ride, and each amusement ride, must meet at all times the requirements of this section and any ...
• Florida Business Organizations Code Section 616.251; Florida State Fair Authority; creation; responsibility for staging annual state fair.
  (1) There is created and constituted the "Florida State Fair Authority," a public body corporate and politic, for the purposes and with the powers set ...
• Florida Business Organizations Code Section 616.252; Florida State Fair Authority; membership; number, terms, compensation.
  (1)(a) The authority shall be composed of 21 members. The Commissioner of Agriculture, or her or his designee, shall serve as a voting member. ...
• Florida Business Organizations Code Section 616.253; Florida State Fair Authority; officers; quorum.
  The authority shall elect from among its members an executive committee to consist of a chair, who shall preside, a vice chair, a secretary, a ...
• Florida Business Organizations Code Section 616.254; Authority of Florida State Fair Authority to sue and be a party to suits.
  The authority may sue and be sued, plead and be impleaded, and complain and defend in all courts of law and equity with respect to ...
• Florida Business Organizations Code Section 616.255; Duties of authority; Florida State Fairgrounds.
  The authority shall: (1) Designate a suitable location in Hillsborough County as the Florida State Fairgrounds. (2) Throughout each year, promote the progress of the ...
• Florida Business Organizations Code Section 616.256; Powers of authority.
  (1) The authority shall have power to: (a) Have a seal and alter the same at its pleasure. (b) Acquire, hold, lease, and dispose of ...
• Florida Business Organizations Code Section 616.257; Issuance of revenue bonds by authority.
  (1) Revenue bonds may be issued on behalf of and at the request of the authority, as provided in the State Bond Act. The proceeds ...
• Florida Business Organizations Code Section 616.258; Revenues from projects of authority.
  (1) The authority shall fix and revise from time to time rates, fees, rentals, tolls, or other charges for the use of each project or ...
• Florida Business Organizations Code Section 616.259; Revenues of authority; trust funds.
  All moneys received pursuant to the authority of this part, whether as proceeds from the sale of revenue bonds or as revenues, shall be deemed ...
• Florida Business Organizations Code Section 616.260; Tax exemption of authority.
  It is hereby found and determined that all of the projects authorized by this part constitute essential governmental purposes, and all of the properties, revenues, ...
• Florida Business Organizations Code Section 616.261; Finances of Florida State Fair.
  Operation of the Florida State Fair, and custody and maintenance of the buildings and grounds, shall be financed from the revenues derived from the state ...
• Florida Business Organizations Code Section 616.262; Conveyance by the authority; option to acquire by Board of Trustees of Internal Improvement Trust Fund.
  Any provision of this part to the contrary notwithstanding, no transfer, lease, conveyance, or encumbrance of any land or interest therein inconsistent with the development ...
• Florida Business Organizations Code Section 616.263; Annual reports of authority.
  (1) The authority shall submit each year, at least 60 days prior to the convening of the Legislature in regular session, a comprehensive report to ...
• Florida Business Organizations Code Section 616.265; Issuance of beverage license to the authority.
  (1) The Division of Alcoholic Beverages and Tobacco of the Department of Business and Professional Regulation is authorized, upon application, to issue a beverage license, ...
• Florida Business Organizations Code Section 617.01011; Short title.
  This act may be cited as the "Florida Not For Profit Corporation ...
• Florida Business Organizations Code Section 617.0102; Reservation of power to amend or repeal.
  The Legislature has the power to amend or repeal all or part of this act at any time, and all domestic and foreign corporations subject ...
• Florida Business Organizations Code Section 617.01201; Filing requirements.
  (1) A document must satisfy the requirements of this section and of any other section that adds to or varies these requirements to be entitled ...
• Florida Business Organizations Code Section 617.0121; Forms.
  (1) The Department of State may prescribe and furnish on request forms for: (a) An application for certificate of status, (b) A foreign corporation's ...
• Florida Business Organizations Code Section 617.0122; Fees for filing documents and issuing certificates.
  The Department of State shall collect the following fees on documents delivered to the department for filing: (1) Articles of incorporation: $35. (2) Application for ...
• Florida Business Organizations Code Section 617.0123; Effective date of document.
  (1) Except as provided in subsection (2) and in s. 617.0124(3), a document accepted for filing is effective at the time of filing ...
• Florida Business Organizations Code Section 617.0124; Correcting filed document.
  (1) A domestic or foreign corporation may correct a document filed by the Department of State within 10 business days after filing if the document: (...
• Florida Business Organizations Code Section 617.0125; Filing duties of Department of State.
  (1) If a document delivered to the Department of State for filing satisfies the requirements of s. 617.01201, the Department of State shall file ...
• Florida Business Organizations Code Section 617.0126; Appeal from Department of State's refusal to file document.
  If the Department of State refuses to file a document delivered to its office for filing, within 30 days after return of the document by ...
• Florida Business Organizations Code Section 617.0127; Evidentiary effect of copy of filed document.
  A certificate attached to a copy of a document filed by the Department of State, bearing the signature of the Secretary of State (which may ...
• Florida Business Organizations Code Section 617.0128; Certificate of status.
  (1) Anyone may apply to the Department of State to furnish a certificate of status for a domestic corporation or a certificate of authorization for ...
• Florida Business Organizations Code Section 617.01301; Powers of Department of State.
  (1) The Department of State may propound to any corporation subject to the provisions of this act, and to any officer or director thereof, such ...
• Florida Business Organizations Code Section 617.01401; Definitions.
  As used in this act, unless the context otherwise requires, the term: (1) "Articles of incorporation" includes original, amended, and restated articles of incorporation, articles ...
• Florida Business Organizations Code Section 617.0141; Notice.
  (1) Notice under this act must be in writing, unless oral notice is: (a) Expressly authorized by the articles of incorporation or the bylaws; and (...
• Florida Business Organizations Code Section 617.02011; Incorporators.
  One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the Department of State for ...
• Florida Business Organizations Code Section 617.0202; Articles of incorporation; content.
  (1) The articles of incorporation must set forth: (a) A corporate name for the corporation that satisfies the requirements of s. 617.0401. (b) The ...
• Florida Business Organizations Code Section 617.0203; Incorporation.
  (1) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed or on a date specified in ...
• Florida Business Organizations Code Section 617.0204; Liability for preincorporation transactions.
  All persons purporting to act as or on behalf of a corporation, having actual knowledge that there was no incorporation under this act, are jointly ...
• Florida Business Organizations Code Section 617.0205; Organizational meeting of directors.
  (1) After incorporation: (a) If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call ...
• Florida Business Organizations Code Section 617.0206; Bylaws.
  The initial bylaws of a corporation shall be adopted by its board of directors. The power to alter, amend, or repeal the bylaws or adopt ...
• Florida Business Organizations Code Section 617.0207; Emergency bylaws.
  (1) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency ...
• Florida Business Organizations Code Section 617.0301; Purposes and application.
  Corporations may be organized under this act for any lawful purpose or purposes not for pecuniary profit and not specifically prohibited to corporations under other ...
• Florida Business Organizations Code Section 617.0302; Corporate powers.
  Every corporation not for profit organized under this act, unless otherwise provided in its articles of incorporation or bylaws, shall have power to: (1) Have ...
• Florida Business Organizations Code Section 617.0303; Emergency powers.
  (1) In anticipation of or during any emergency defined in subsection (5), the board of directors of a corporation may: (a) Modify lines of succession ...
• Florida Business Organizations Code Section 617.0304; Ultra vires.
  (1) Except as provided in subsection (2), the validity of corporate action, including, but not limited to, any conveyance, transfer, or encumbrance of real or ...
• Florida Business Organizations Code Section 617.0401; Corporate name.
  (1) A corporate name: (a) Must contain the word "corporation" or "incorporated" or the abbreviation "corp." or "inc." or words or abbreviations of like import ...
• Florida Business Organizations Code Section 617.0403; Registered name; application; renewal; revocation.
  (1) A foreign corporation may register its corporate name, or its corporate name with any addition required by s. 617.1506, if the name is ...
• Florida Business Organizations Code Section 617.0501; Registered office and registered agent.
  (1) Each corporation shall have and continuously maintain in this state: (a) A registered office which may be the same as its principal office; and (...
• Florida Business Organizations Code Section 617.0502; Change of registered office or registered agent; resignation of registered agent.
  (1) A corporation may change its registered office or its registered agent upon filing with the Department of State a statement of change setting forth: (...
• Florida Business Organizations Code Section 617.0503; Registered agent; duties; confidentiality of investigation records.
  (1)(a) Each corporation, foreign corporation, or alien business organization that owns real property located in this state, that owns a mortgage on real property ...
• Florida Business Organizations Code Section 617.0504; Service of process, notice, or demand on a corporation.
  (1) Process against any corporation may be served in accordance with chapter 48 or chapter 49. (2) Any notice to or demand on a corporation ...
• Florida Business Organizations Code Section 617.0505; Payment of dividends and distribution of income to members prohibited; issuance of certificates of membership; effect of stock issued under prior law.
  (1) A dividend may not be paid, and any part of the income or profit of a corporation may not be distributed, to its members, ...
• Florida Business Organizations Code Section 617.0601; Members, generally.
  (1)(a) A corporation may have one or more classes of members or may have no members. If the corporation has one or more classes ...
• Florida Business Organizations Code Section 617.0604; Liability of members.
  (1) A member of a corporation is not, as such, personally liable for any act, debt, liability, or obligation of the corporation. (2) A member ...
• Florida Business Organizations Code Section 617.0701; Meetings of members, generally; failure to hold annual meeting; special meeting; consent to corporate actions without meetings; waiver of notice of meetings.
  (1) The frequency of all meetings of members, the time and manner of notice of such meetings, the conduct and adjournment of such meetings, the ...
• Florida Business Organizations Code Section 617.0721; Voting by members.
  (1) Members are not entitled to vote except as conferred by the articles of incorporation or the bylaws. (2) A member who is entitled to ...
• Florida Business Organizations Code Section 617.0725; Quorum.
  An amendment to the articles of incorporation or the bylaws that changes or deletes a greater quorum or voting requirement must meet the same quorum ...
• Florida Business Organizations Code Section 617.0801; Requirement for and duties of board of directors.
  All corporate powers must be exercised by or under the authority of, and the affairs of the corporation managed under the direction of, its board ...
• Florida Business Organizations Code Section 617.0802; Qualifications of directors.
  (1) Directors must be natural persons who are 18 years of age or older but need not be residents of this state or members of ...
• Florida Business Organizations Code Section 617.0803; Number of directors.
  (1) A board of directors must consist of three or more individuals, with the number specified in or fixed in accordance with the articles of ...
• Florida Business Organizations Code Section 617.0806; Staggered terms for directors.
  Directors may be divided into classes and the terms of office of the several classes need not be uniform. Each director shall hold office for ...
• Florida Business Organizations Code Section 617.0807; Resignation of directors.
  (1) A director may resign at any time by delivering written notice to the board of directors or its chair or to the corporation. (2) ...
• Florida Business Organizations Code Section 617.0808; Removal of directors.
  A director may be removed from office pursuant to procedures provided in the articles of incorporation or the bylaws, which shall provide the following, and ...
• Florida Business Organizations Code Section 617.0809; Vacancy on board.
  (1) Any vacancy occurring on the board of directors may be filled by the affirmative vote of the majority of the remaining directors, even though ...
• Florida Business Organizations Code Section 617.08101; Compensation of directors.
  Unless the articles of incorporation or the bylaws provide otherwise, the board of directors may fix the compensation of ...
• Florida Business Organizations Code Section 617.0820; Meetings.
  (1) The board of directors may hold regular or special meetings in or out of this state. (2) A majority of the directors present, whether ...
• Florida Business Organizations Code Section 617.0821; Action by directors without a meeting.
  (1) Unless the articles of incorporation or the bylaws provide otherwise, action required or permitted by this act to be taken at a board of ...
• Florida Business Organizations Code Section 617.0822; Notice of meetings.
  (1) Unless the articles of incorporation or the bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the ...
• Florida Business Organizations Code Section 617.0823; Waiver of notice.
  Notice of a meeting of the board of directors need not be given to any director who signs a waiver of notice either before or ...
• Florida Business Organizations Code Section 617.0824; Quorum and voting.
  (1) Unless the articles of incorporation or the bylaws require a different number, a quorum of a board of directors consists of a majority of ...
• Florida Business Organizations Code Section 617.0825; Committees.
  (1) Unless the articles of incorporation or the bylaws otherwise provide, the board of directors, by resolution adopted by