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• 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 a majority of the full board ...
• Florida Business Organizations Code Section 617.0830; 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 617.0831; Indemnification and liability of officers, directors, employees, and agents.
  Except as provided in s. 617.0834, ss. 607.0831 and 607.0850 apply to a corporation organized under this act and a rural electric ...
• Florida Business Organizations Code Section 617.0832; 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 617.0833; Loans to directors or officers.
  Loans, other than through the purchase of bonds, debentures, or similar obligations of the type customarily sold in public offerings, or through ordinary deposit of ...
• Florida Business Organizations Code Section 617.0834; Officers and directors of certain corporations and associations not for profit; immunity from civil liability.
  (1) An officer or director of a nonprofit organization recognized under s. 501(c)(3) or s. 501(c)(4) or s. 501(c)(6) ...
• Florida Business Organizations Code Section 617.0835; Prohibited activities by private foundations.
  (1) As used in this section, section references, unless otherwise indicated, refer to the Internal Revenue Code of 1986, as amended, Title 26 of the ...
• Florida Business Organizations Code Section 617.0840; Required officers.
  (1) A corporation shall have the officers described in its articles of incorporation or its bylaws who shall be elected or appointed at such time ...
• Florida Business Organizations Code Section 617.0841; 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 617.0842; 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 617.0843; 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 617.0901; Reincorporation.
  (1) Any corporation which has a charter approved by a circuit judge under former chapter 617, Florida Statutes (1989), or a charter granted by the ...
• Florida Business Organizations Code Section 617.1001; Authority to amend the articles of incorporation.
  (1) A corporation may amend its articles of incorporation at any time as provided in this act. (2) A member of the corporation does not ...
• Florida Business Organizations Code Section 617.1002; Procedure for amending articles of incorporation.
  (1) Unless the articles of incorporation provide an alternative procedure, amendments to the articles of incorporation must be made in the following manner: (a) If ...
• Florida Business Organizations Code Section 617.1006; Contents of articles of amendment.
  The articles of amendment must be executed by the corporation as provided in s. 617.01201 and must set forth: (1) The name of the ...
• Florida Business Organizations Code Section 617.1007; Restated articles of incorporation.
  (1) A corporation's board of directors may restate its articles of incorporation at any time with or without a vote of the members. (2) ...
• Florida Business Organizations Code Section 617.1008; Amendment pursuant to reorganization.
  (1) A corporation's articles of incorporation may be amended without action by the board of directors or members to carry out a plan of ...
• Florida Business Organizations Code Section 617.1009; 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 617.1101; Plan of merger.
  (1) Any two or more domestic corporations may merge into one domestic corporation pursuant to a plan of merger approved in the manner provided in ...
• Florida Business Organizations Code Section 617.1103; Approval of plan of merger; abandonment of plan thereafter.
  (1) A plan of merger must be adopted in the following manner: (a) If the members of any merging corporation are entitled to vote on ...
• Florida Business Organizations Code Section 617.1105; Articles of merger.
  Articles of merger must be executed by each corporation, as provided in s. 617.01201 and must set forth: (1) The plan of merger; (2) ...
• Florida Business Organizations Code Section 617.1106; Effect of merger.
  When a merger becomes effective: (1) Every other corporation party to the merger merges into the surviving corporation and the separate existence of every corporation ...
• Florida Business Organizations Code Section 617.1107; Merger of domestic and foreign corporations.
  (1) One or more foreign corporations and one or more domestic corporations may be merged into a corporation of this state or of another jurisdiction ...
• Florida Business Organizations Code Section 617.1108; Merger of domestic corporation and other business entities.
  Subject to s. 617.0302(16) and other applicable provisions of this chapter, ss. 607.1108, 607.1109, and 607.11101 shall apply to a ...
• Florida Business Organizations Code Section 617.1201; Secured transactions and other dispositions of corporate property and assets not requiring member approval.
  (1) Unless the articles of incorporation or the bylaws otherwise provide, the board of directors may authorize any of the following transactions without any vote ...
• Florida Business Organizations Code Section 617.1202; Sale, lease, exchange, or other disposition of corporate property and assets requiring member approval.
  A sale, lease, exchange, or other disposition of all or substantially all of the property and assets of a corporation, in all cases other than ...
• Florida Business Organizations Code Section 617.1401; Voluntary dissolution of corporation prior to conducting its affairs.
  (1) At any time after the filing of the articles of incorporation, a corporation which has not commenced to conduct its affairs may be voluntarily ...
• Florida Business Organizations Code Section 617.1402; Dissolution of corporation.
  A corporation desiring to dissolve and wind up its affairs must adopt a resolution to dissolve in the following manner: (1) If the corporation has ...
• Florida Business Organizations Code Section 617.1403; 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 setting ...
• Florida Business Organizations Code Section 617.1404; 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 617.1405; Effect of dissolution.
  (1) A dissolved corporation continues its corporate existence but may not conduct its affairs except to the extent appropriate to wind up and liquidate its ...
• Florida Business Organizations Code Section 617.1406; Plan of distribution of assets.
  A plan providing for the distribution of assets, not inconsistent with this act or the articles of incorporation, must be adopted by a corporation in ...
• Florida Business Organizations Code Section 617.1420; Grounds for administrative dissolution.
  (1) The Department of State may commence a proceeding under s. 617.1421 to administratively dissolve a corporation if: (a) The corporation has failed to ...
• Florida Business Organizations Code Section 617.1421; Procedure for and effect of administrative dissolution.
  (1) If the Department of State determines that one or more grounds exist under s. 617.1420 for administratively dissolving a corporation, it shall serve ...
• Florida Business Organizations Code Section 617.1422; Reinstatement following administrative dissolution.
  (1)(a) A corporation administratively dissolved under s. 617.1421 may apply to the Department of State for reinstatement at any time after the effective ...
• Florida Business Organizations Code Section 617.1423; 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. 617.0504(...
• Florida Business Organizations Code Section 617.1430; Grounds for judicial dissolution.
  A circuit court may dissolve a corporation: (1)(a) In a proceeding by the Department of Legal Affairs if it is established that: 1. The ...
• Florida Business Organizations Code Section 617.1431; Procedure for judicial dissolution.
  (1) Venue for a proceeding brought under s. 617.1430 lies in the circuit court of the county where the corporation's principal office is ...
• Florida Business Organizations Code Section 617.1432; 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 617.1433; Judgment of dissolution.
  (1) If after a hearing the court determines that one or more grounds for judicial dissolution described in s. 617.1430 exist, it may enter ...
• Florida Business Organizations Code Section 617.1440; Deposit with Department of Financial Services.
  Assets of a dissolved corporation that should be transferred to a creditor, claimant, member of the corporation, or other person who cannot be found or ...
• Florida Business Organizations Code Section 617.1501; Authority of foreign corporation to conduct affairs required.
  (1) A foreign corporation may not conduct its affairs in this state until it obtains a certificate of authority from the Department of State. (2) ...
• Florida Business Organizations Code Section 617.1502; Consequences of conducting affairs without authority.
  (1) A foreign corporation conducting its affairs in this state without a certificate of authority may not maintain a proceeding in any court in this ...
• Florida Business Organizations Code Section 617.1503; Application for certificate of authority.
  (1) A foreign corporation may apply for a certificate of authority to conduct its affairs in this state by delivering an application to the Department ...
• Florida Business Organizations Code Section 617.1504; Amended certificate of authority.
  (1) A foreign corporation authorized to conduct its affairs in this state shall make application to the Department of State to obtain an amended certificate ...
• Florida Business Organizations Code Section 617.1505; Effect of certificate of authority.
  (1) A certificate of authority authorizes the foreign corporation to which it is issued to conduct its affairs in this state subject, however, to the ...
• Florida Business Organizations Code Section 617.1506; 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 617.1507; Registered office and registered agent of foreign corporation.
  (1) Each foreign corporation authorized to conduct its affairs in this state must continuously maintain in this state: (a) A registered office that may be ...
• Florida Business Organizations Code Section 617.1508; Change of registered office and registered agent of foreign corporation.
  (1) A foreign corporation authorized to conduct its affairs in this state may change its registered office or registered agent by delivering to the Department ...
• Florida Business Organizations Code Section 617.1509; 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 617.1510; Service of process, notice, or demand on a foreign corporation.
  (1) The registered agent of a foreign corporation authorized to conduct its affairs in this state is the corporation's agent for service of process, ...
• Florida Business Organizations Code Section 617.1520; Withdrawal of foreign corporation.
  (1) A foreign corporation authorized to conduct its affairs in this state may not withdraw from this state until it obtains a certificate of withdrawal ...
• Florida Business Organizations Code Section 617.1530; Grounds for revocation of authority to conduct affairs.
  The Department of State may commence a proceeding under s. 617.1531 to revoke the certificate of authority of a foreign corporation authorized to conduct ...
• Florida Business Organizations Code Section 617.1531; Procedure for and effect of revocation.
  (1) If the Department of State determines that one or more grounds exist under s. 617.1530 for revocation of a certificate of authority, the ...
• Florida Business Organizations Code Section 617.1532; Appeal from revocation.
  (1) If the Department of State revokes the authority of any foreign corporation to conduct its affairs in this state pursuant to the provisions of ...
• Florida Business Organizations Code Section 617.1533; Reinstatement following revocation.
  (1)(a) A foreign corporation whose certificate of authority has been revoked under s. 617.1531 may apply to the Department of State for reinstatement ...
• Florida Business Organizations Code Section 617.1601; Corporate records.
  (1) A corporation shall keep as records minutes of all meetings of its members and board of directors, a record of all actions taken by ...
• Florida Business Organizations Code Section 617.1602; Inspection of records by members.
  (1) A member 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 617.1603; Scope of inspection right.
  (1) A member's agent or attorney has the same inspection and copying rights as the member he or she represents. (2) The right to ...
• Florida Business Organizations Code Section 617.1604; Court-ordered inspection.
  (1) If a corporation does not, within a reasonable time, allow a member to inspect and copy any record, and the member complies with any ...
• Florida Business Organizations Code Section 617.1605; Financial reports for members.
  Within 60 days following the end of the fiscal or calendar year or annually on such date as is otherwise provided in the bylaws of ...
• Florida Business Organizations Code Section 617.1622; Annual report for Department of State.
  (1) Each domestic and each foreign corporation authorized to conduct its affairs in this state shall deliver to the Department of State for filing a ...
• Florida Business Organizations Code Section 617.1623; Corporate information available to the public; application to corporations incorporated by circuit courts and by special act of the Legislature.
  (1)(a) Each corporation incorporated in this state shall maintain a registered agent and registered office in accordance with s. 617.0501, and current information ...
• Florida Business Organizations Code Section 617.1701; Application to existing domestic corporation.
  This act applies to all domestic corporations in existence on July 1, 1991, that were incorporated under any general statute of this state providing for ...
• Florida Business Organizations Code Section 617.1702; Application to qualified foreign corporations.
  A foreign corporation authorized to conduct its affairs in this state on July 1, 1991, is subject to this act but is not required to ...
• Florida Business Organizations Code Section 617.1711; 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 such commerce may be permitted under ...
• Florida Business Organizations Code Section 617.1803; Domestication of foreign not-for-profit corporations.
  (1) As used in this section, the term "not-for-profit corporation" includes any not-for-profit incorporated organization. (2) Any foreign not-for-profit ...
• Florida Business Organizations Code Section 617.1805; Corporations for profit; when may become corporations not for profit.
  Any corporation for profit incorporated under any of the laws of the state, engaged solely in carrying out the purposes and objects for which corporations ...
• Florida Business Organizations Code Section 617.1806; Conversion to corporation not for profit; petition and contents.
  A petition for conversion to a corporation not for profit shall be accompanied by the written consent of all the shareholders authorizing the change in ...
• Florida Business Organizations Code Section 617.1807; Conversion to corporation not for profit; authority of circuit judge.
  If the circuit judge to whom the petition and proposed articles of incorporation are presented finds that the petition and proposed articles are in proper ...
• Florida Business Organizations Code Section 617.1808; Application of act to corporation converted to corporation not for profit.
  All the provisions of this act relating to corporations not for profit, except insofar as they are inconsistent with ss. 617.1805, 617.1806, and ...
• Florida Business Organizations Code Section 617.1904; 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 617.1907; 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 617.1908; Applicability of Florida Business Corporation Act.
  Except as otherwise made applicable by specific reference in any other section of this chapter, the provisions of chapter 607, the Florida Business Corporation Act, ...
• Florida Business Organizations Code Section 617.2001; Corporations which may be incorporated hereunder; incorporation of certain medical services corporations.
  (1) Corporations may be organized and incorporated under this act for any one or more lawful purposes not for pecuniary profit. However, corporations not for ...
• Florida Business Organizations Code Section 617.2002; Corporation not for profit organized pursuant to s. 2, ch. 87-296; requirements.
  A corporation not for profit organized pursuant to the provisions of s. 2, chapter 87-296, Laws of Florida, must meet the following requirements: (1) ...
• Florida Business Organizations Code Section 617.2003; Proceedings to revoke articles of incorporation or charter or prevent its use.
  If any member or citizen complains to the Department of Legal Affairs that any corporation organized under this act was organized or is being used ...
• Florida Business Organizations Code Section 617.2004; Extinct churches and religious societies; property.
  Property, both real and personal, belonging to or held in trust for any church or any religious society belonging to any religious denomination in this ...
• Florida Business Organizations Code Section 617.2005; Extinct churches and religious societies; dissolution.
  Any church or religious society in this state which has ceased or failed to maintain religious worship or service, or to use its property for ...
• Florida Business Organizations Code Section 617.2006; Incorporation of labor unions or bodies.
  Any group or combination of groups of workers or wage earners, bearing the name labor, organized labor, federation of labor, brotherhood of labor, union labor, ...
• Florida Business Organizations Code Section 617.2007; Sponge packing and marketing corporations.
  Persons engaged in the business of buying, selling, packing, and marketing commercial sponges may incorporate under this act to aid in facilitating the orderly cooperative ...
• Florida Business Organizations Code Section 617.2101; Corporation authorized to act as trustee.
  Any corporation, organized under this act, may act as trustee of property whenever the corporation has either a beneficial, contingent, or remainder interest in such ...
• Florida Business Organizations Code Section 617.2102; Fines and penalties against members.
  A corporation may, if so authorized in the bylaws, levy fines or otherwise penalize members of the corporation. No fine or penalty shall be levied ...
• Florida Business Organizations Code Section 617.2103; Exemptions for certain corporations.
  (1) No corporation described in s. 501(c) of the Internal Revenue Code of 1986, as amended, shall be subject to the provisions of s. ...
• Florida Business Organizations Code Section 618.01; Definitions.
  In construing this chapter, where the context permits, the word, phrase, or term: (1) "Agricultural products" shall include aquacultural, horticultural, viticultural, forestry, aquatic, dairy, livestock, ...
• Florida Business Organizations Code Section 618.02; Who may organize association.
  Three or more persons engaged in the production of any agricultural products, or three or more associations, may form a nonprofit cooperative association under the ...
• Florida Business Organizations Code Section 618.03; Preliminary investigation.
  Every group of persons contemplating the organization of an association under this chapter is urged to communicate with the Department of Agriculture and Consumer Services, ...
• Florida Business Organizations Code Section 618.04; Articles of incorporation; fees.
  Each association organized under this chapter shall prepare and file articles of incorporation setting forth: (1) The name of the association, which may or may ...
• Florida Business Organizations Code Section 618.05; Amendment of articles of incorporation.
  The articles of incorporation may be altered or amended at any regular meeting or any special meeting called for the purpose. An amendment must first ...
• Florida Business Organizations Code Section 618.06; Purposes of incorporation.
  An association may be organized under this chapter for the purpose of engaging in any cooperative activity in connection with the producing, marketing, or selling ...
• Florida Business Organizations Code Section 618.07; Powers of corporations.
  Except as the same may be limited in its articles of incorporation, each association organized under this chapter shall have the following powers: (1) To ...
• Florida Business Organizations Code Section 618.08; Corporations may mortgage farm supplies.
  A mortgage, executed by a cooperative association, may cover its stock of farm supplies, changing in specifics, which stock mortgagor is permitted to retain in ...
• Florida Business Organizations Code Section 618.09; Bylaws.
  Each association incorporated under this chapter shall adopt for its government and management, a code of bylaws not inconsistent with the powers granted by this ...
• Florida Business Organizations Code Section 618.10; Membership of corporation.
  (1) Under the terms and conditions prescribed in the bylaws adopted by it, an association may admit as members, or issue common stock only to ...
• Florida Business Organizations Code Section 618.11; How meetings called.
  In its bylaws each association shall provide for one or more regular meetings annually. The board of directors shall have the right to call a ...
• Florida Business Organizations Code Section 618.12; Directors; election.
  (1) The affairs of the association shall be managed by a board of not less than three directors, to be elected by the members or ...
• Florida Business Organizations Code Section 618.13; Officers; election.
  The directors shall elect from their number a president and one or more vice presidents. They shall also elect a secretary, a treasurer, and such ...
• Florida Business Organizations Code Section 618.14; Removal of officers and directors.
  (1) Any member may bring charges against an officer or director by filing them in writing with the secretary of the association, together with a ...
• Florida Business Organizations Code Section 618.15; Capital stock and membership.
  (1) When a member of an association organized without capital stock has paid his or her membership fee in full the member shall receive a ...
• Florida Business Organizations Code Section 618.16; Referendum upon certain motions.
  Upon demand of one-third of the entire board of directors made immediately and so recorded at the same meeting at which the original motion ...
• Florida Business Organizations Code Section 618.17; Marketing contracts.
  The association and its members may make and execute marketing contracts requiring the members to sell, for any period of time, all or any specified ...
• Florida Business Organizations Code Section 618.18; Remedies for breach of marketing contract.
  (1) The bylaws and the marketing contract may fix, as liquidated damages, specific sums to be paid by the member or stockholder of the association ...
• Florida Business Organizations Code Section 618.19; Contracts and agreements with other like associations.
  Any association may, upon resolution adopted by its board of directors, enter into all necessary and proper contracts and agreements and make all necessary and ...
• Florida Business Organizations Code Section 618.20; Purchase of interest in like corporations.
  (1) An association may organize, form, operate, own, control, have an interest in, own stock of, or be a member of any other association or ...
• Florida Business Organizations Code Section 618.21; Corporations not in restraint of trade.
  No association as defined in this chapter while engaged in any of the activities specified in s. 618.20 shall be deemed to be a ...
• Florida Business Organizations Code Section 618.22; Adoption of provisions of this chapter by prior corporations.
  Any corporation or association, organized under previously existing statutes, may, by a majority vote of its stockholders or members, be brought under the provisions of ...
• Florida Business Organizations Code Section 618.221; Conversion into a corporation for profit.
  Any association incorporated under or that has adopted the provisions of this chapter, may, by a majority vote of its stockholders or members be brought ...
• Florida Business Organizations Code Section 618.23; Quo warranto to test validity of corporation.
  The right of an association claiming to be organized and incorporated and carrying on its business under this chapter to do and to continue its ...
• Florida Business Organizations Code Section 618.24; Application of general corporation laws.
  The provisions of the laws of this state with respect to corporations for profit and all powers and rights thereunder shall apply to associations organized ...
• Florida Business Organizations Code Section 618.25; Dissolution.
  (1) Any association incorporated under or adopting the provisions of this chapter may be dissolved and its affairs wound up voluntarily by a petition signed ...
• Florida Business Organizations Code Section 618.26; Conditions under which foreign similar corporation may do business in this state.
  Any cooperative association with or without capital stock as defined in this chapter heretofore or hereafter organized under the laws of another state shall be ...
• Florida Business Organizations Code Section 618.27; Use of term "cooperative."
  (1) No person doing business in this state, shall be entitled to use the word "cooperative" as part of its corporate or other business name ...
• Florida Business Organizations Code Section 618.28; This chapter not to affect certain laws.
  The provisions of this chapter shall not be construed to affect, limit, or in anywise interfere with the rights, powers, or privileges of any corporation ...
• Florida Business Organizations Code Section 619.01; Nonprofit cooperative associations; powers.
  Three or more persons engaged in the production, preserving, drying, packing, canning, bottling, shipping, or marketing of agricultural products, as defined in s. 618.01, ...
• Florida Business Organizations Code Section 619.02; Associations not in restraint of trade.
  No association organized under this chapter shall be deemed to be a combination in restraint of trade or an illegal monopoly; or an attempt to ...
• Florida Business Organizations Code Section 619.03; Prohibitions; membership; assignment.
  Such associations shall not have a capital stock, and its business shall not be carried on for profit. Any person, or any number of persons, ...
• Florida Business Organizations Code Section 619.04; Articles of incorporation.
  Each association formed under this chapter must prepare and file articles of incorporation in the same manner and under the same regulations as required under ...
• Florida Business Organizations Code Section 619.05; Amendment of articles of incorporation.
  (1) Any nonprofit cooperative association heretofore or hereafter organized may amend its charter by a two-thirds vote of all its members at any regular ...
• Florida Business Organizations Code Section 619.06; Bylaws.
  Each association incorporated under this chapter must, within 30 days after its incorporation, adopt a code of bylaws for its government and management not inconsistent ...
• Florida Business Organizations Code Section 619.07; Special powers; marketing contracts; voluntary dissolution.
  Each association incorporated under this chapter shall have the powers granted by the provisions of this law and other laws of Florida relating to private ...
• Florida Business Organizations Code Section 619.08; May own stock in certain corporations.
  Any association formed under this chapter may own or hold stock in any corporation organized under the laws of the state, if such corporation is ...
• Florida Business Organizations Code Section 619.09; Quo warranto to test validity of incorporation.
  The right of an association claiming to be organized and incorporated and carrying on its business under this chapter to do and to continue its ...
• Florida Business Organizations Code Section 620.1101; Popular name.
  This section and sections 620.1102-620.2205 may be cited as the "Florida Revised Uniform Limited Partnership Act of ...
• Florida Business Organizations Code Section 620.1102; Definitions.
  As used in this act: (1) "Act" means the Florida Revised Uniform Limited Partnership Act of 2005, as amended. (2) "Certificate of limited partnership" means ...
• Florida Business Organizations Code Section 620.1103; Knowledge and notice.
  (1) A person knows a fact if the person has actual knowledge of the fact. (2) A person has notice of a fact if the ...
• Florida Business Organizations Code Section 620.1104; Nature, purpose, and duration of entity.
  (1) A limited partnership is an entity distinct from its partners. A limited partnership is the same entity regardless of whether its certificate states that ...
• Florida Business Organizations Code Section 620.1105; Powers.
  A limited partnership has the powers to do all things necessary or convenient to carry on its activities, including the power to sue, be sued, ...
• Florida Business Organizations Code Section 620.1106; Governing law.
  The laws of this state govern relations among the partners of a limited partnership and between the partners and the limited partnership and the liability ...
• Florida Business Organizations Code Section 620.1107; Supplemental principles of law; rate of interest.
  (1) Unless displaced by particular provisions of this act, the principles of law and equity supplement this act. (2) If an obligation to pay interest ...
• Florida Business Organizations Code Section 620.1108; Name.
  (1) The name of a limited partnership may contain the name of any partner. (2) The name of a limited partnership that is not a ...
• Florida Business Organizations Code Section 620.1109; Department of State; fees.
  In addition to the supplemental corporate fee of $88.75 imposed pursuant to s. 607.193, the fees of the Department of State under this ...
• Florida Business Organizations Code Section 620.1110; Effect of partnership agreement; nonwaivable provisions.
  (1) Except as otherwise provided in subsection (2), the partnership agreement governs relations among the partners and between the partners and the partnership. To the ...
• Florida Business Organizations Code Section 620.1111; Required information.
  A limited partnership shall maintain at its designated office the following information: (1) A current list showing the full name and last known street and ...
• Florida Business Organizations Code Section 620.1112; Business transactions of partner with partnership.
  A partner may lend money to and transact other business with the limited partnership and, subject to s. 620.1408 and any other applicable provisions ...
• Florida Business Organizations Code Section 620.1113; Dual capacity.
  A person may be both a general partner and a limited partner. A person that is both a general and limited partner has the rights, ...
• Florida Business Organizations Code Section 620.1114; Designated office, registered office, and registered agent.
  (1) A limited partnership shall designate and continuously maintain in this state: (a) A designated office, which need not be a place of its activity ...
• Florida Business Organizations Code Section 620.1115; Change of registered agent or registered office.
  (1) In order to change its registered agent or registered office address, a limited partnership or a foreign limited partnership may deliver to the Department ...
• Florida Business Organizations Code Section 620.1116; Resignation of registered agent.
  (1) In order to resign as registered agent of a limited partnership or foreign limited partnership, the agent must deliver to the Department of State ...
• Florida Business Organizations Code Section 620.1117; Service of process.
  (1) A registered agent appointed by a limited partnership or foreign limited partnership is an agent of the limited partnership or foreign limited partnership for ...
• Florida Business Organizations Code Section 620.1118; Consent and proxies of partners.
  Subject to the management and approval rights described in s. 620.1406, an action requiring the consent of partners under this act may be taken ...
• Florida Business Organizations Code Section 620.1201; Formation of limited partnership; certificate of limited partnership.
  (1) In order for a limited partnership to be formed, a certificate of limited partnership must be delivered to the Department of State for filing. ...
• Florida Business Organizations Code Section 620.1202; Amendment or restatement of certificate.
  (1) In order to amend or restate its certificate of limited partnership, a limited partnership must deliver to the Department of State for filing an ...
• Florida Business Organizations Code Section 620.1203; Certificate of dissolution; statement of termination.
  (1) A certificate of dissolution shall be filed with the Department of State in accordance with s. 620.1801(2) and set forth: (a) The ...
• Florida Business Organizations Code Section 620.1204; Signing of records.
  (1) Each record delivered to the Department of State for filing pursuant to this act must be signed in the following manner: (a) An initial ...
• Florida Business Organizations Code Section 620.1205; Signing and filing pursuant to judicial order.
  (1) If a person required by this act to sign a record or deliver a record to the Department of State for filing does not ...
• Florida Business Organizations Code Section 620.1206; Delivery to and filing of records by Department of State; effective time and date.
  (1) A record authorized or required to be delivered to the Department of State for filing under this act must be captioned to describe the ...
• Florida Business Organizations Code Section 620.1207; Correcting filed record.
  (1) A limited partnership or foreign limited partnership may deliver to the Department of State for filing a statement of correction to correct a record ...
• Florida Business Organizations Code Section 620.1208; Liability for false information in filed record.
  (1) If a record delivered to the Department of State for filing under this act and filed by the Department of State contains false information, ...
• Florida Business Organizations Code Section 620.1209; Certificate of status.
  (1) The Department of State, upon request and payment of the requisite fee, shall furnish a certificate of status for a limited partnership if the ...
• Florida Business Organizations Code Section 620.1210; Annual report for Department of State.
  (1) A limited partnership or a foreign limited partnership authorized to transact business in this state shall deliver to the Department of State for filing ...
• Florida Business Organizations Code Section 620.1301; Becoming limited partner.
  A person becomes a limited partner: (1) As provided in the partnership agreement; (2) As the result of a conversion or merger involving the limited ...
• Florida Business Organizations Code Section 620.1302; No right or power as limited partner to bind limited partnership; certain approval rights.
  (1) A limited partner does not have the right or the power as a limited partner to act for or bind the limited partnership. (2) ...
• Florida Business Organizations Code Section 620.1303; No liability as limited partner for limited partnership obligations.
  An obligation of a limited partnership, whether arising in contract, tort, or otherwise, is not the obligation of a limited partner. A limited partner is ...
• Florida Business Organizations Code Section 620.1304; Right of limited partner and former limited partner to information.
  (1) Upon 10 days' demand, made in a record received by the limited partnership, a limited partner may inspect and copy required information during regular ...
• Florida Business Organizations Code Section 620.1305; Limited duties of limited partners.
  (1) A limited partner does not have any fiduciary duty to the limited partnership or to any other partner solely by reason of being a ...
• Florida Business Organizations Code Section 620.1306; Person erroneously believing self to be limited partner.
  (1) Except as otherwise provided in subsection (2), a person that makes an investment in a business enterprise and erroneously but in good faith believes ...
• Florida Business Organizations Code Section 620.1401; Becoming general partner.
  A person becomes a general partner: (1) As provided in the partnership agreement; (2) Under s. 620.1801(1)(c) following the dissociation of a ...
• Florida Business Organizations Code Section 620.1402; General partner agent of limited partnership.
  (1) Each general partner is an agent of the limited partnership for the purposes of its activities. An act of a general partner, including the ...
• Florida Business Organizations Code Section 620.1403; Limited partnership liable for general partner's actionable conduct.
  (1) A limited partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful ...
• Florida Business Organizations Code Section 620.1404; General partner's liability.
  (1) Except as otherwise provided in subsections (2) and (3), all general partners are liable jointly and severally for all obligations of the limited partnership ...
• Florida Business Organizations Code Section 620.1405; Actions by and against partnership and partners.
  (1) To the extent not inconsistent with s. 620.1404, a general partner may be joined in an action against the limited partnership or named ...
• Florida Business Organizations Code Section 620.1406; Management rights of general partner; approval rights of other partners.
  (1) Each general partner has equal rights in the management and conduct of the limited partnership's activities. Any matter relating to the activities of ...
• Florida Business Organizations Code Section 620.1407; Right of general partner and former general partner to information.
  (1) A general partner, without having any particular purpose for seeking the information, may inspect and copy during regular business hours: (a) In the limited ...
• Florida Business Organizations Code Section 620.1408; General standards of conduct for general partner.
  (1) The only fiduciary duties that a general partner has to the limited partnership and the other partners are the duties of loyalty and care ...
• Florida Business Organizations Code Section 620.1501; Form of contribution.
  A contribution of a partner may consist of tangible or intangible property or other benefit to the limited partnership, including money, services performed, promissory notes, ...
• Florida Business Organizations Code Section 620.1502; Liability for contribution.
  (1) A partner's obligation to contribute money or other property or other benefit to, or to perform services for, a limited partnership shall be ...
• Florida Business Organizations Code Section 620.1503; Sharing of profits, losses, and distributions.
  (1) Profits and losses of a limited partnership shall be allocated among the partners on the basis of the value, as stated in the required ...
• Florida Business Organizations Code Section 620.1504; Interim distributions.
  A partner does not have a right to any distribution before the dissolution and winding up of the limited partnership unless the limited partnership decides ...
• Florida Business Organizations Code Section 620.1505; No distribution on account of dissociation.
  A person does not have a right to receive a distribution on account of ...
• Florida Business Organizations Code Section 620.1506; Distribution in kind.
  A partner does not have a right to demand or receive any distribution from a limited partnership in any form other than cash. Subject to ...
• Florida Business Organizations Code Section 620.1507; Right to distribution.
  When a partner or transferee becomes entitled to receive a distribution, the partner or transferee has the status of, and is entitled to all remedies ...
• Florida Business Organizations Code Section 620.1508; Limitations on distribution.
  (1) A limited partnership may not make a distribution in violation of the partnership agreement. (2) A limited partnership may not make a distribution if ...
• Florida Business Organizations Code Section 620.1509; Liability for improper distributions.
  (1) A general partner that consents to a distribution made in violation of s. 620.1508 is personally liable to the limited partnership for the ...
• Florida Business Organizations Code Section 620.1601; Dissociation as limited partner.
  (1) A person does not have a right to dissociate as a limited partner before the termination of the limited partnership. (2) A person is ...
• Florida Business Organizations Code Section 620.1602; Effect of dissociation as limited partner.
  (1) Upon a person's dissociation as a limited partner: (a) Subject to s. 620.1704, the person does not have further rights as a ...
• Florida Business Organizations Code Section 620.1603; Dissociation as general partner.
  A person is dissociated from a limited partnership as a general partner upon the occurrence of any of the following events: (1) The limited partnership'...
• Florida Business Organizations Code Section 620.1604; Person's power to dissociate as general partner; wrongful dissociation.
  (1) A person has the power to dissociate as a general partner at any time, rightfully or wrongfully, by express will pursuant to s. 620....
• Florida Business Organizations Code Section 620.1605; Effect of dissociation as general partner.
  (1) Upon a person's dissociation as a general partner: (a) The person's right to participate as a general partner in the management and ...
• Florida Business Organizations Code Section 620.1606; Power to bind and liability to limited partnership before dissolution of partnership of person dissociated as general partner.
  (1) After a person is dissociated as a general partner and before the limited partnership is dissolved, converted under s. 620.2102, or merged out ...
• Florida Business Organizations Code Section 620.1607; Liability to other persons of person dissociated as general partner.
  (1) A person's dissociation as a general partner does not of itself discharge the person's liability as a general partner for an obligation ...
• Florida Business Organizations Code Section 620.1701; Partner's transferable interest; certificates.
  (1) The only interest of a partner which is transferable is the partner's transferable interest. A transferable interest is personal property. (2) The partnership ...
• Florida Business Organizations Code Section 620.1702; Transfer of partner's transferable interest.
  (1) A transfer, in whole or in part, of a partner's transferable interest: (a) Is permissible. (b) Does not by itself cause the partner'...
• Florida Business Organizations Code Section 620.1703; Rights of creditor of partner or transferee.
  (1) On application to a court of competent jurisdiction by any judgment creditor of a partner or transferee, the court may charge the partnership interest ...
• Florida Business Organizations Code Section 620.1704; Power of estate of deceased partner.
  If a partner dies, the deceased partner's personal representative or other legal representative may exercise the rights of a transferee as provided in s. ...
• Florida Business Organizations Code Section 620.1801; Nonjudicial dissolution.
  (1) Except as otherwise provided in s. 620.1802, a limited partnership is dissolved, and its activities must be wound up, only upon the occurrence ...
• Florida Business Organizations Code Section 620.1802; Judicial dissolution.
  On application by a partner, the circuit court may order dissolution of a limited partnership if it is not reasonably practicable to carry on the ...
• Florida Business Organizations Code Section 620.1803; Winding up.
  (1) A limited partnership continues after dissolution only for the purpose of winding up its activities. (2) In winding up its activities, the limited partnership: (...
• Florida Business Organizations Code Section 620.1804; Power of general partner and person dissociated as general partner to bind partnership after dissolution.
  (1) A limited partnership is bound by a general partner's act after dissolution which: (a) Is appropriate for winding up the limited partnership's ...
• Florida Business Organizations Code Section 620.1805; Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners, and persons dissociated as general partner.
  (1) If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under s. 620.1804(1) by an ...
• Florida Business Organizations Code Section 620.1806; Known claims against dissolved limited partnership.
  (1) A dissolved limited partnership or successor entity, as defined in subsection (14), may dispose of the known claims against it by following the procedure ...
• Florida Business Organizations Code Section 620.1807; Unknown claims against dissolved limited partnership.
  (1) In addition to filing the certificate of dissolution under s. 620.1801(2), a dissolved limited partnership or successor entity, as defined in s. ...
• Florida Business Organizations Code Section 620.1808; Liability of general partner and person dissociated as general partner when claim against limited partnership barred.
  If a claim is barred under s. 620.1806 or s. 620.1807, any corresponding claim under s. 620.1404, s. 620.1405, or s. ...
• Florida Business Organizations Code Section 620.1809; Administrative dissolution.
  (1) The Department of State may dissolve a limited partnership administratively if the limited partnership does not, within 60 days after the due date: (a) ...
• Florida Business Organizations Code Section 620.1810; Reinstatement following administrative dissolution.
  (1) A limited partnership that has been administratively dissolved under s. 620.1809 may apply to the Department of State for reinstatement at any time ...
• Florida Business Organizations Code Section 620.1811; Appeal from denial of reinstatement.
  (1) If the Department of State denies a limited partnership's request for reinstatement following administrative dissolution, the Department of State shall prepare, sign, and ...
• Florida Business Organizations Code Section 620.1812; Revocation of dissolution.
  (1) A limited partnership that has dissolved as the result of an event described in s. 620.1801(1)(a)-(d) and filed a certificate ...
• Florida Business Organizations Code Section 620.1813; Disposition of assets; when contributions required.
  (1) In winding up a limited partnership's activities, the assets of the limited partnership, including the contributions required by this section, must be applied ...
• Florida Business Organizations Code Section 620.1901; Governing law regarding foreign limited partnerships.
  (1) The laws of the state or other jurisdiction under which a foreign limited partnership is organized govern relations among the partners of the foreign ...
• Florida Business Organizations Code Section 620.1902; Application for certificate of authority.
  (1) A foreign limited partnership shall apply for a certificate of authority to transact business in this state by delivering a signed application to the ...
• Florida Business Organizations Code Section 620.1903; Activities not constituting transacting business.
  (1) Activities of a foreign limited partnership which do not constitute transacting business in this state within the meaning of s. 620.1902 include: (a) ...
• Florida Business Organizations Code Section 620.1904; Filing of certificate of authority.
  Unless the Department of State determines that an application for a certificate of authority does not comply with the filing requirements of this act, the ...
• Florida Business Organizations Code Section 620.1905; Noncomplying name of foreign limited partnership.
  (1) A foreign limited partnership whose name does not comply with s. 620.1108 may not obtain a certificate of authority until it adopts, for ...
• Florida Business Organizations Code Section 620.1906; Revocation of certificate of authority.
  (1) A certificate of authority of a foreign limited partnership to transact business in this state may be revoked by the Department of State in ...
• Florida Business Organizations Code Section 620.1907; Cancellation of certificate of authority; effect of failure to have certificate.
  (1) In order to cancel its certificate of authority to transact business in this state, a foreign limited partnership must deliver to the Department of ...
• Florida Business Organizations Code Section 620.1908; Action by Attorney General.
  The Attorney General may maintain an action to restrain a foreign limited partnership from transacting business in this state in violation of this ...
• Florida Business Organizations Code Section 620.1909; Reinstatement following administrative revocation.
  (1) A foreign limited partnership whose certificate of authority was administratively revoked under s. 620.1906 may apply to the Department of State for reinstatement ...
• Florida Business Organizations Code Section 620.1910; Amending certificate of authority.
  (1) A foreign limited partnership authorized to transact business in this state shall make application to the Department of State to obtain an amended certificate ...
• Florida Business Organizations Code Section 620.2001; Direct action by partner.
  (1) Subject to subsection (2), a partner may maintain a direct action against the limited partnership or another partner for legal or equitable relief, with ...
• Florida Business Organizations Code Section 620.2002; Derivative action.
  A partner may maintain a derivative action to enforce a right of a limited partnership if: (1) The partner first makes a demand on the ...
• Florida Business Organizations Code Section 620.2003; Proper plaintiff.
  A derivative action may be maintained only by a person that is a partner at the time the action is commenced and: (1) Was a ...
• Florida Business Organizations Code Section 620.2004; Pleading.
  In a derivative action, the complaint must state with particularity: (1) The date and content of plaintiff's demand and the general partners' response to ...
• Florida Business Organizations Code Section 620.2005; Proceeds and expenses.
  (1) Except as otherwise provided in subsection (2): (a) Any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong ...
• Florida Business Organizations Code Section 620.2101; Definitions.
  As used in this section and ss. 620.2102-620.2124: (1) "Constituent limited partnership" means a constituent organization that is a limited partnership. (2) "...
• Florida Business Organizations Code Section 620.2102; Conversion.
  (1) An organization other than a limited partnership may convert to a limited partnership, and a limited partnership may convert to another organization, other than ...
• Florida Business Organizations Code Section 620.2103; Action on plan of conversion by converting limited partnership.
  (1) A plan of conversion must be consented to by all of the general partners of a converting limited partnership. Subject to s. 620.2110, ...
• Florida Business Organizations Code Section 620.2104; Filings required for conversion; effective date.
  (1) After a plan of conversion is approved: (a) A converting limited partnership shall deliver to the Department of State for filing a certificate of ...
• Florida Business Organizations Code Section 620.2105; Effect of conversion.
  (1) An organization that has been converted pursuant to this act is for all purposes the same entity that existed before the conversion. (2) When ...
• Florida Business Organizations Code Section 620.2106; Merger.
  (1) A limited partnership may merge with one or more other constituent organizations pursuant to this section and ss. 620.2107-620.2109 and a ...
• Florida Business Organizations Code Section 620.2107; Action on plan of merger by constituent limited partnership.
  (1) A plan of merger must be consented to by all of the general partners of a constituent limited partnership. Subject to s. 620.2110, ...
• Florida Business Organizations Code Section 620.2108; Filings required for merger; effective date.
  (1) After each constituent organization has approved a merger, a certificate of merger must be signed on behalf of: (a) Each preexisting constituent limited partnership, ...
• Florida Business Organizations Code Section 620.2109; Effect of merger.
  (1) When a merger becomes effective: (a) The surviving organization continues. (b) Each constituent organization that merges into the surviving organization ceases to exist as ...
• Florida Business Organizations Code Section 620.2110; Restrictions on approval of conversions and mergers and on relinquishing limited liability limited partnership status.
  (1) If a partner of a converting or constituent limited partnership will have personal liability with respect to a converted or surviving organization, approval and ...
• Florida Business Organizations Code Section 620.2111; Liability of general partner after conversion or merger.
  (1) A conversion or merger under this act does not discharge any liability under ss. 620.1404 and 620.1607 of a person that was ...
• Florida Business Organizations Code Section 620.2112; Power of general partners and persons dissociated as general partners to bind organization after conversion or merger.
  (1) An act of a person that immediately before a conversion or merger became effective was a general partner in a converting or constituent limited ...
• Florida Business Organizations Code Section 620.2113; Appraisal rights; definitions.
  The following definitions apply to this section and ss. 620.2114-620.2124: (1) "Affiliate" means a person that directly or indirectly through one or ...
• Florida Business Organizations Code Section 620.2114; Right of limited partners to appraisal.
  (1) A limited partner of a limited partnership governed by this act is entitled to appraisal rights, and to obtain payment of the fair value ...
• Florida Business Organizations Code Section 620.2115; Assertion of rights by nominees and beneficial owners.
  (1) A record limited partner may assert appraisal rights as to fewer than all the limited partner interests registered in the record limited partner's ...
• Florida Business Organizations Code Section 620.2116; Notice of appraisal rights.
  (1) If a proposed appraisal event is to be submitted to a vote at a limited partners' meeting, the meeting notice must state that the ...
• Florida Business Organizations Code Section 620.2117; Notice of intent to demand payment.
  (1) If a proposed appraisal event is submitted to a vote at a partners' meeting, or is submitted to a partner pursuant to a consent ...
• Florida Business Organizations Code Section 620.2118; Appraisal notice and form.
  (1) If the proposed appraisal event becomes effective, the limited partnership must deliver a written appraisal notice and form required by paragraph (2)(a) to ...
• Florida Business Organizations Code Section 620.2119; Perfection of rights; right to withdraw.
  (1) A limited partner who wishes to exercise appraisal rights must execute and return the form received pursuant to s. 620.2118(1) and, in ...
• Florida Business Organizations Code Section 620.2120; Limited partner's acceptance of limited partnership's offer.
  (1) If the limited partner states on the form provided in s. 620.2118(1) that the limited partner accepts the offer of the limited ...
• Florida Business Organizations Code Section 620.2121; Procedure if limited partner is dissatisfied with offer.
  (1) A limited partner who is dissatisfied with the limited partnership's offer as set forth pursuant to s. 620.2118(2)(b)5. must ...
• Florida Business Organizations Code Section 620.2122; Court action.
  (1) If a limited partner makes demand for payment under s. 620.2121 which remains unsettled, the limited partnership shall commence a proceeding within 60 ...
• Florida Business Organizations Code Section 620.2123; 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 620.2124; Limitation on limited partnership payment.
  (1) No payment shall be made to a limited partner seeking appraisal rights if, at the time of payment, the limited partnership is unable to ...
• Florida Business Organizations Code Section 620.2125; Application of other laws to provisions governing conversions and mergers.
  (1) The provisions of ss. 620.2101-620.2124 do not preclude an entity from being converted or merged under other law. (2) The provisions ...
• Florida Business Organizations Code Section 620.2201; Uniformity of application and construction.
  In applying and construing this act, consideration must be given to the need to promote uniformity of the law with respect to its subject matter ...
• Florida Business Organizations Code Section 620.2202; Severability clause.
  If any provision of this act or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or ...
• Florida Business Organizations Code Section 620.2203; Relation to Electronic Signatures in Global and National Commerce Act.
  This act modifies, limits, or supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. ss. 7001 et seq., but ...
• Florida Business Organizations Code Section 620.2204; Application to existing relationships.
  (1) Before January 1, 2007, this act governs only: (a) A limited partnership formed on or after January 1, 2006. (b) Except as otherwise provided ...
• Florida Business Organizations Code Section 620.2205; Savings clause.
  This act does not affect an action commenced, proceeding brought, or right accrued before this act takes ...
• Florida Business Organizations Code Section 620.81001; Uniformity of application and construction.
  This act shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this ...
• Florida Business Organizations Code Section 620.81002; Short title.
  This act may be cited as the Revised Uniform Partnership Act of ...
• Florida Business Organizations Code Section 620.8101; Definitions.
  As used in this act, the term: (1) "Act" means the Revised Uniform Partnership Act of 1995, consisting of ss. 620.81001-620.9902. (2) "...
• Florida Business Organizations Code Section 620.8102; Knowledge and notice.
  (1) A person knows a fact if the person has actual knowledge of the fact. (2) A person has notice of a fact if the ...
• Florida Business Organizations Code Section 620.8103; Effect of partnership agreement; nonwaivable provisions.
  (1) Except as otherwise provided in subsection (2), relations among partners and between partners and a partnership are governed by the partnership agreement. To the ...
• Florida Business Organizations Code Section 620.8104; Supplemental principles of law.
  (1) Unless displaced by particular provisions of this act, the principles of law and equity supplement this act. (2) If an obligation to pay interest ...
• Florida Business Organizations Code Section 620.8105; Execution, filing, and recording of partnership registration and other statements.
  (1) A partnership may file a partnership registration statement with the Department of State, which must include: (a) The name of the partnership, which is ...
• Florida Business Organizations Code Section 620.81055; Fees for filing documents and issuing certificates; powers of the Department of State.
  (1) The Department of State shall collect the following fees when documents authorized by this act are delivered to the Department of State for filing: (...
• Florida Business Organizations Code Section 620.8106; Governing law.
  (1) Except as otherwise provided in subsection (2), the law of the jurisdiction in which a partnership has its chief executive office governs relations among ...
• Florida Business Organizations Code Section 620.8107; Partnership subject to amendment or repeal of act.
  A partnership governed by this act is subject to any amendment to or repeal of this ...
• Florida Business Organizations Code Section 620.8201; Partnership as entity.
  (1) A partnership is an entity distinct from its partners. (2) A limited liability partnership continues to be the same entity that existed before the ...
• Florida Business Organizations Code Section 620.8202; Formation of partnership.
  (1) Except as otherwise provided in subsection (2), the association of two or more persons to carry on as coowners a business for profit forms ...
• Florida Business Organizations Code Section 620.8203; Partnership property.
  Property acquired by a partnership is property of the partnership and not of the partners ...
• Florida Business Organizations Code Section 620.8204; When property is partnership property.
  (1) Property is partnership property if acquired in the name of: (a) The partnership; or (b) One or more partners with an indication in the ...
• Florida Business Organizations Code Section 620.8301; Partner agent of partnership.
  Subject to the effect of a statement of partnership authority under s. 620.8303: (1) Each partner is an agent of the partnership for the ...
• Florida Business Organizations Code Section 620.8302; Transfer of partnership property.
  (1) Partnership property may be transferred as follows: (a) Subject to the effect of a statement of partnership authority under s. 620.8303, partnership property ...
• Florida Business Organizations Code Section 620.8303; Statement of partnership authority.
  (1) A partnership may file a statement of partnership authority, which: (a) Must include the name of the partnership, as identified in the records of ...
• Florida Business Organizations Code Section 620.8304; Statement of denial.
  (1) A partner or other person named as a partner in a filed registration, statement of partnership authority, or in a list maintained by an ...
• Florida Business Organizations Code Section 620.8305; Partnership liable for partner's actionable conduct.
  (1) A partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act ...
• Florida Business Organizations Code Section 620.8306; Partner's liability.
  (1) Except as otherwise provided in subsections (2) and (3), all partners are liable jointly and severally for all obligations of the partnership unless otherwise ...
• Florida Business Organizations Code Section 620.8307; Actions by and against partnership and partners.
  (1) A partnership may sue and be sued in the name of the partnership. (2) An action may be brought against the partnership and, to ...
• Florida Business Organizations Code Section 620.8308; Liability of purported partner.
  (1) If a person, by words or conduct, purports to be a partner, or consents to being represented by another as a partner, in a ...
• Florida Business Organizations Code Section 620.8401; Partner's rights and duties.
  (1) Each partner is deemed to have an account which is: (a) Credited with an amount equal to the money plus the value of any ...
• Florida Business Organizations Code Section 620.8402; Distributions in kind.
  A partner has no right to receive, and may not be required to accept, a distribution in ...
• Florida Business Organizations Code Section 620.8403; Partner's rights and duties with respect to information.
  (1) A partnership shall keep its books and records, if any, at the chief executive office of the partnership. (2) A partnership shall provide partners ...
• Florida Business Organizations Code Section 620.8404; General standards of partner's conduct.
  (1) The only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care, ...
• Florida Business Organizations Code Section 620.8405; Actions by partnership and partners.
  (1) A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty to ...
• Florida Business Organizations Code Section 620.8406; Continuation of partnership beyond definite term or particular undertaking.
  (1) If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion ...
• Florida Business Organizations Code Section 620.8501; Partner not coowner of partnership property.
  Partnership property is owned by the partnership as an entity, not by the partners as coowners. A partner has no interest that can be transferred, ...
• Florida Business Organizations Code Section 620.8502; Partner's transferable interest in partnership.
  The only transferable interest of a partner in the partnership is the partner's share of the profits and losses of the partnership and the ...
• Florida Business Organizations Code Section 620.8503; Transfer of partner's transferable interest.
  (1) A transfer, in whole or in part, of a partner's transferable interest in the partnership: (a) Is permissible. (b) Does not, by itself, ...
• Florida Business Organizations Code Section 620.8504; Partner's transferable interest subject to charging order.
  (1) Upon application by a judgment creditor of a partner or of a partner's transferee, a court having jurisdiction may charge the transferable interest ...
• Florida Business Organizations Code Section 620.8601; Events causing partner's dissociation.
  A partner is dissociated from a partnership upon the occurrence of any of the following events: (1) The partnership having notice of the partner's ...
• Florida Business Organizations Code Section 620.8602; Partner's power to dissociate; wrongful dissociation.
  (1) A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to s. 620.8601(1). (2) A ...
• Florida Business Organizations Code Section 620.8603; Effect of partner's dissociation.
  (1) If a partner's dissociation results in a dissolution and winding up of the partnership business, ss. 620.8801-620.8807 apply; otherwise, ss. ...
• Florida Business Organizations Code Section 620.8701; Purchase of dissociated partner's interest.
  (1) If a partner is dissociated from a partnership without resulting in a dissolution and winding up of the partnership business under s. 620.8801, ...
• Florida Business Organizations Code Section 620.8702; Dissociated partner's power to bind and liability to partnership.
  (1) For 1 year after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a surviving ...
• Florida Business Organizations Code Section 620.8703; Dissociated partner's liability to other persons.
  (1) A partner's dissociation does not, by itself, discharge the partner's liability for a partnership obligation incurred before dissociation. A dissociated partner is ...
• Florida Business Organizations Code Section 620.8704; Statement of dissociation.
  (1) A dissociated partner or the partnership may file a statement of dissociation stating: (a) The name of the partnership as identified in the records ...
• Florida Business Organizations Code Section 620.8705; Continued use of partnership name.
  Continued use of a partnership name, or a dissociated partner's name as part thereof, by partners continuing the business does not, by itself, make ...
• Florida Business Organizations Code Section 620.8801; Events causing dissolution and winding up of partnership business.
  A partnership is dissolved, and its business must be wound up, only upon the occurrence of any of the following events: (1) In a partnership ...
• Florida Business Organizations Code Section 620.8802; Partnership continues after dissolution.
  (1) Subject to subsection (2), a partnership continues after dissolution only for the purpose of winding up its business. The partnership is terminated when the ...
• Florida Business Organizations Code Section 620.8803; Right to wind up partnership business.
  (1) After dissolution, a partner who has not wrongfully dissociated may participate in winding up the partnership's business, but, upon application of any partner, ...
• Florida Business Organizations Code Section 620.8804; Partner's power to bind partnership after dissolution.
  Subject to s. 620.8805, a partnership is bound by a partner's act after dissolution which: (1) Is appropriate for winding up the partnership ...
• Florida Business Organizations Code Section 620.8805; Statement of dissolution.
  (1) After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating: (a) The name of the partnership, as identified ...
• Florida Business Organizations Code Section 620.8806; Partner's liability to other partners after dissolution.
  (1) Except as otherwise provided in subsection (2) and s. 620.8306, after dissolution, a partner is liable to the other partners for the partner'...
• Florida Business Organizations Code Section 620.8807; Settlement of accounts and contributions among partners.
  (1) In winding up a partnership's business, the assets of the partnership, including the contributions of the partners required by this section, must be ...
• Florida Business Organizations Code Section 620.8911; Definitions.
  As used in this section and ss. 620.8912-620.8923: (1) "Constituent partnership" means a constituent organization that is a partnership governed by this ...
• Florida Business Organizations Code Section 620.8912; Conversion.
  (1) An organization other than a partnership may convert to a partnership, and a partnership may convert to another organization pursuant to this section and ...
• Florida Business Organizations Code Section 620.8913; Action on plan of conversion by converting partnership.
  (1) A plan of conversion must be consented to by all of the partners of a converting partnership. The consents required by this subsection must ...
• Florida Business Organizations Code Section 620.8914; Filings required for conversion; effective date.
  (1) After a plan of conversion is approved: (a) A converting partnership shall deliver to the Department of State for filing a statement of registration ...
• Florida Business Organizations Code Section 620.8915; Effect of conversion.
  (1) An organization that has been converted pursuant to this act is for all purposes the same entity that existed before the conversion. (2) When ...
• Florida Business Organizations Code Section 620.8916; Merger.
  (1) A partnership may merge with one or more other constituent organizations pursuant to this section and ss. 620.8917-620.8919 and a plan ...
• Florida Business Organizations Code Section 620.8917; Action on plan of merger by constituent partnership.
  (1) A plan of merger must be consented to by all of the partners of a constituent partnership. The consents required by this subsection must ...
• Florida Business Organizations Code Section 620.8918; Filings required for merger; effective date.
  (1) After each constituent organization has approved a merger, a certificate of merger must be signed on behalf of: (a) Each preexisting constituent partnership, by ...
• Florida Business Organizations Code Section 620.8919; Effect of merger.
  (1) When a merger becomes effective: (a) The surviving organization continues. (b) Each constituent organization that merges into the surviving organization ceases to exist as ...
• Florida Business Organizations Code Section 620.8920; Restrictions on approval of conversions and mergers and on relinquishing limited liability partnership status.
  (1) If a partner of a converting or constituent partnership will have personal liability with respect to a converted or surviving organization, approval and amendment ...
• Florida Business Organizations Code Section 620.8921; Liability of a partner after conversion or merger.
  (1) A conversion or merger under this act does not discharge any liability under ss. 620.8306 and 620.8703 of a person that was ...
• Florida Business Organizations Code Section 620.8922; Power of partners and persons dissociated as partners to bind organization after conversion or merger.
  (1) An act of a person who immediately before a conversion or merger became effective was a partner in a converting or constituent partnership binds ...
• Florida Business Organizations Code Section 620.8923; Application of other laws to provisions governing conversions and mergers.
  (1) The provisions of ss. 620.8911-620.8922 do not preclude an entity from being converted or merged under other law. (2) The provisions ...
• Florida Business Organizations Code Section 620.9001; Statement of qualification.
  (1) A partnership may become a limited liability partnership pursuant to this section. (2) The terms and conditions on which a partnership becomes a limited ...
• Florida Business Organizations Code Section 620.9002; Name.
  The name of a limited liability partnership must end with "Registered Limited Liability Partnership," "Limited Liability Partnership," "R.L.L.P.," "L.L.P.," "RLLP," ...
• Florida Business Organizations Code Section 620.9003; Annual report.
  (1) A limited liability partnership, and a foreign limited liability partnership authorized to transact business in this state, shall file an annual report in the ...
• Florida Business Organizations Code Section 620.9101; Law governing foreign limited liability partnership.
  (1) The law under which a foreign limited liability partnership is formed governs relations among the partners and between the partners and the partnership and ...
• Florida Business Organizations Code Section 620.9102; Statement of foreign qualification.
  (1) Before transacting business in this state, a foreign limited liability partnership must comply with the requirements of s. 620.8105 and file a statement ...
• Florida Business Organizations Code Section 620.9103; Effect of failure to qualify.
  (1) A foreign limited liability partnership transacting business in this state may not maintain an action or proceeding in this state unless it has in ...
• Florida Business Organizations Code Section 620.9104; Activities not constituting transacting business.
  (1) Activities of a foreign limited liability partnership which do not constitute transacting business within the meaning of ss. 620.9101-620.9105 include, but ...
• Florida Business Organizations Code Section 620.9105; Action by Attorney General.
  The Attorney General may maintain an action to restrain a foreign limited liability partnership from transacting business in this state in violation of ss. 620....
• Florida Business Organizations Code Section 620.9901; Applicability.
  Effective January 1, 1998, the Revised Uniform Partnership Act of 1995 governs all ...
• Florida Business Organizations Code Section 620.9902; Saving clause.
  The Revised Uniform Partnership Act of 1995 does not affect any action or proceeding commenced or any right accrued before January 1, ...
• Florida Business Organizations Code Section 621.01; Legislative intent.
  It is the legislative intent to provide for the incorporation or organization as a limited liability company of an individual or group of individuals, professional ...
• Florida Business Organizations Code Section 621.02; Short title.
  This act may be cited as the "Professional Service Corporation and Limited Liability Company ...
• Florida Business Organizations Code Section 621.03; Definitions.
  As used in this act the following words shall have the meaning indicated: (1) The term "professional service" means any type of personal service to ...
• Florida Business Organizations Code Section 621.04; Exemptions.
  This act shall not apply to any individuals or groups of individuals within this state who prior to the passage of this act were permitted ...
• Florida Business Organizations Code Section 621.05; Corporation organization.
  One or more individuals, professional corporations, or professional limited liability companies, in any combination, duly licensed or otherwise legally authorized to render the same professional ...
• Florida Business Organizations Code Section 621.051; Limited liability company organization.
  A group of professional service corporations, professional limited liability companies, or individuals, in any combination, duly licensed or otherwise legally authorized to render the same ...
• Florida Business Organizations Code Section 621.06; Rendition of professional services, limitations.
  No corporation or limited liability company organized under this act may render professional services except through its members, officers, employees, and agents who are duly ...
• Florida Business Organizations Code Section 621.07; Liability of officers, agents, employees, shareholders, members, and corporation or limited liability company.
  Nothing contained in this act shall be interpreted to abolish, repeal, modify, restrict, or limit the law now in effect in this state applicable to ...
• Florida Business Organizations Code Section 621.08; Limitation on corporation's or limited liability company's business transactions; investment of funds.
  No corporation or limited liability company organized under this act shall engage in any business other than the rendering of the professional services for which ...
• Florida Business Organizations Code Section 621.09; Limitation on issuance and transfer of ownership.
  (1) No corporation organized under the provisions of this act may issue any of its capital stock to anyone other than a professional corporation, a ...
• Florida Business Organizations Code Section 621.10; Disqualification of member, shareholder, officer, agent, or employee; administrative dissolution.
  If any member, officer, shareholder, agent, or employee of a corporation or limited liability company organized under this chapter who has been rendering professional service ...
• Florida Business Organizations Code Section 621.11; Alienation of shares and ownership interests; restrictions.
  (1) No shareholder of a corporation organized under this act may sell or transfer her or his shares in such corporation except to another professional ...
• Florida Business Organizations Code Section 621.12; Identification with individual shareholders or individual members.
  (1) The name of a corporation or limited liability company organized under this act may contain the last names of some or all of the ...
• Florida Business Organizations Code Section 621.13; Applicability of chapters 607 and 608.
  (1) Chapter 607 is applicable to a corporation organized pursuant to this act except to the extent that any of the provisions of this act ...
• Florida Business Organizations Code Section 621.14; Construction of law.
  The provisions of this act shall not be construed as repealing, modifying, or restricting the applicable provisions of law relating to incorporations, organization of limited ...
• Florida Business Organizations Code Section 622.01; Qualification permissive.
  Qualification in compliance with this chapter is not and shall not be mandatory, and is and shall be optional, as a permissive alternative to compliance ...
• Florida Business Organizations Code Section 622.02; Definitions.
  (1) The term "foreign association" as used in this chapter shall mean and include any unincorporated joint stock association for profit, created and existing under ...
• Florida Business Organizations Code Section 622.03; Qualification.
  Any foreign association may qualify to transact business and acquire, hold, and dispose of property, and sue and be sued in this state, by complying ...
• Florida Business Organizations Code Section 622.04; Process.
  Every association shall comply with all requirements of law, including but not limited to the paying of all fees and charges, now or hereafter prescribed ...
• Florida Business Organizations Code Section 622.05; Annual reports.
  Every association shall comply with all requirements of law, including but not limited to the paying of all fees, taxes, and other charges, now or ...
• Florida Business Organizations Code Section 622.06; Name.
  Every association may transact business in this state in its name, without including as a part thereof, or displaying or publishing in connection or conjunction ...
• Florida Business Organizations Code Section 622.07; Powers.
  Every association shall have power and authority to transact business and acquire, hold, and dispose of property and sue and be sued in this state; ...
• Florida Business Organizations Code Section 623.01; Short title.
  This law may be cited as the "Private School Corporation Law of ...
• Florida Business Organizations Code Section 623.02; Private school corporation; charter.
  Any 25 or more adult persons, who are legal residents of Florida and of the county in which any corporation may be formed hereunder, may ...
• Florida Business Organizations Code Section 623.03; Charter; submission to and approval by circuit court; recordation.
  (1) The proposed charter shall be acknowledged by one of the subscribing incorporators before an officer authorized to take acknowledgments of deeds, which said subscribing ...
• Florida Business Organizations Code Section 623.04; Charter; amendment.
  The charter of any corporation incorporated under this act may be amended as follows: When the members of the corporation at a regular or special ...
• Florida Business Organizations Code Section 623.05; Evidence in court proceedings.
  The original charter, with the clerk's certificate of recording thereon, or a duly certified copy thereof, shall be evidence of the contents of the ...
• Florida Business Organizations Code Section 623.06; Dissolution of corporation.
  Any such corporation may be dissolved upon its petition to the circuit judge who shall order notice thereof to be published for such period of ...
• Florida Business Organizations Code Section 623.07; Consolidation or merger of corporations.
  (1) Any two or more corporations existing under the provisions of this act and operating within the same county may consolidate into a new corporation ...
• Florida Business Organizations Code Section 623.08; Operation of separate schools in same county.
  A corporation incorporated under the provisions of this act to operate in an entire county, or major area thereof may operate separate schools in such ...
• Florida Business Organizations Code Section 623.09; Taxation exemption.
  The property of any private school corporation incorporated under the provisions of this act shall be exempt from taxation as provided by ...
• Florida Business Organizations Code Section 623.10; Powers and duties.
  Any corporation existing under the provisions of this act, unless otherwise limited by its charter or bylaws shall have the following powers: (1) To purchase, ...
• Florida Business Organizations Code Section 623.11; Corporation membership.
  The membership of a corporation existing under the provisions of this act shall be composed of persons who have been approved for membership, as provided ...
• Florida Business Organizations Code Section 623.12; Board of directors.
  (1) The control of such corporation shall be vested in a board consisting of not fewer than five directors. The number of directors, whether five ...
• Florida Business Organizations Code Section 623.13; Administration, supervision, and operation by private persons or entities.
  Any corporation organized and existing under this act shall be administered, supervised, operated, financed, and controlled exclusively by private persons and private entities and their ...
• Florida Business Organizations Code Section 623.14; Construction.
  The provisions of this act shall be deemed to be accumulative and supplemental to any other powers and authority for the creation of corporations not ...

Last modified: November 21, 2006