Florida Statutes Part I - General Provisions (Ss. 607.0101-607.193)

• 607.0101 - Short Title.
  This chapter may be cited as the “Florida Business Corporation Act.”History.—s. 1, ch. 89-154; s. 3, ch. 2014-209.
• 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...
• 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 to...
• 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 application for certificate of authority to...
• 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 of incorporation:...
• 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 and at the...
• 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) Contains an inaccuracy;(b) Was...
• 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 it.(2) The Department...
• 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...
• 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...
• 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 a...
• 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 interrogatories...
• 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 of share...
• 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(b) Reasonable under the circumstances.Notice...
• 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...
• 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 street address of the initial principal...
• 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 the...
• 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...
• 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 of a majority...
• 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 by...
• 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 defined...
• 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...
• 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...
• 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 to accommodate the...
• 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 personal...
• 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 “Co,” as...
• 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 distinguishable upon...
• 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; and(b) A registered agent,...
• 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:(a) The name...
• 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 under this act...
• 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 located in...
• 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 issue....
• 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 the...
• 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 outstanding...
• 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, or provide reasonable opportunity, for...
• 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 all...
• 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 board of directors...
• 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 such...
• 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 shareholders of...
• 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 board...
• 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 are...
• 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 of...
• 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 or...
• 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 shares.History.—s....
• 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, except in each...
• 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 subsection...
• 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 the...
• 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 time...
• 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 do so by...
• 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 registered office is...
• 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 of...
• 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 than...
• 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 in...
• 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 shareholders...
• 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 entitled...
• 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 of...
• 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 may vote...
• 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 by...
• 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 good...
• 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 shares...
• 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 taken...
• 607.0728 - Voting For Directors; Cumulative Voting.
  (1) Unless otherwise provided in the articles of incorporation, or in a bylaw that fixes a greater voting requirement for the election of directors and that...
• 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 or...
• 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 shareholders’...
• 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, is...
• 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 corporation...
• 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 or under the authority of,...
• 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 the...
• 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 incorporation...
• 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...
• 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 all other directors...
• 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 adopted...
• 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) A resignation is...
• 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 for...
• 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 filled...
• 607.08101 - Compensation Of Directors.
  Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors.History.—s. 77, ch. 89-154; s. 149, ch....
• 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 or not a...
• 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’ meeting...
• 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, time,...
• 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...
• 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 number...
• 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 of...
• 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 good faith;(b) With the...
• 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 act,...
• 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 which...
• 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,...
• 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 liable to...
• 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 duly appointed officer...
• 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...
• 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 notice...
• 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, if any, with the corporation....
• 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 in...
• 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, or is under...
• 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 of an...
• 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 articles...
• 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 incorporation without...
• 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, the...
• 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 the amendment to be...
• 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 act)...
• 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...
• 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...
• 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 include one or more...
• 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 reorganization ordered...
• 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...
• 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 the power to amend the...
• 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 shareholders...
• 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 by the shareholders,...
• 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 s....
• 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 of...
• 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 directors...
• 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 into itself,...
• 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 or...
• 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 not...
• 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 corporation except the...
• 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, the merger is...
• 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 corporation, a not-for-profit...
• 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 entity...
• 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 and the...
• 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 liability company; a...
• 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 the...
• 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 the same...
• 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 real...
• 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 dispose of all,...
• 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 than...
• 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, is controlled by, or is...
• 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, in the...
• 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 a beneficial...
• 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 must state that...
• 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 a shareholder...
• 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 required by paragraph...
• 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 case of certificated...
• 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 the corporation’s estimated...
• 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 corporation on the form provided pursuant...
• 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 receiving the...
• 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 court....
• 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...
• 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 distribution...
• 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...
• 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) The board of directors must recommend...
• 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 shall...
• 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 dissolution.(2) Revocation...
• 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 and...
• 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 in...
• 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 of unknown...
• 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 file its annual report...
• 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 corporation with...
• 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 of dissolution....
• 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(2) with a written...
• 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 Department of Legal Affairs...
• 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 or was last...
• 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 or...
• 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 a judgment...
• 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 a receiver or...
• 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 grounds...
• 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, one or more...
• 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...
• 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 following activities, among...
• 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 until...
• 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 State...
• 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 authority...
• 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 of...
• 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 requirements...
• 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 same as any...
• 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 State...
• 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 filing...
• 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, or demand...
• 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 the...
• 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 business...
• 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 Department of...
• 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 State for reinstatement...
• 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 act,...
• 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 by...
• 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 records of...
• 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 copy records under s....
• 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 by that subsection...
• 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 the...
• 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 financial...
• 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 action by...
• 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 sworn...
• 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...
• 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...
• 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...
• 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 corporation,...
• 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...
• 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...
• 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 any action taken...
• 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 is authorized...

Last modified: September 23, 2016