Florida · statute · Fla. Stat. ch. 607 · 263 active provisions
(1) This chapter may be cited as the “Florida Business Corporation Act.”(2) Part I of this chapter contains provisions of general applicability to corporations.(3) Part II of this chapter applies to social purpose corporations.(4) Part III of this chapter applies to benefit corporations.
The Legislature has power to amend or repeal all or part of this chapter at any time, and all domestic and foreign corporations subject to this chapter shall be governed by the amendment or repeal.
(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 filing by the department.(2) This chapter must require or permit filing the document in the office of the department.(3) The document must contain the information required by…
(1) The department 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 transact business in the state,(c) A foreign corporation’s notice of withdrawal of certificate of authority, and(d) The annual report, fo…
The department shall collect the following fees when the documents described in this section are delivered to the department for filing:(1) Articles of incorporation: $35.(2) Application for registered name: $87.50.(3) Application for renewal of registered name: $87.50.(4) Corporation’s statement of change of registere…
Except as otherwise provided in s. 607.0124(5), and subject to s. 607.0124(4), any document delivered to the department for filing under this chapter may specify an effective time and a delayed effective date. In the case of initial articles of incorporation, a prior effective date may be specified in the articles of i…
(1) A domestic or foreign corporation may correct a document filed by the department if:(a) The document contains an inaccuracy;(b) The document contains false, misleading, or fraudulent information;(c) The document was defectively signed, attested, sealed, verified, or acknowledged; or(d) The electronic transmission o…
(1) If a document delivered to the department for filing satisfies the requirements of s. 607.0120, the department shall file it.(2) The department files a document by stamping or otherwise endorsing the document as filed, together with the department’s official title and the date and time of receipt. After filing a do…
If the department refuses to file a document delivered to its office for filing, the person who submitted the document for filing may petition the Circuit Court of Leon County to compel filing of the document. The document and the explanation from the department of the refusal to file must be attached to the petition.…
All certificates issued by the department pursuant to this chapter must be taken and received in all courts, public offices, and official bodies as prima facie evidence of the facts stated. A certificate the department delivered with a copy of a document filed by the department, bearing the signature of the secretary o…
(1) The department, upon request and payment of the requisite fee, shall issue a certificate of status for a corporation if the records filed in the department show that the department has accepted and filed the corporation’s articles of incorporation. A certificate of status must state the following:(a) The corporatio…
The department has the authority reasonably necessary to enable it to administer this chapter efficiently, to perform the duties imposed upon it, and to adopt reasonable rules necessary to carry out its duties and functions under this chapter.
As used in this chapter, unless the context otherwise requires, the term:(1) “Acquired eligible entity” means the domestic or foreign eligible entity that will have all of one or more classes or series of its shares or eligible interests acquired in a share exchange.(2) “Acquiring eligible entity” means the domestic or…
(1)(a) Notice under this chapter must be in writing, unless oral notice is:1. Expressly authorized by the articles of incorporation or the bylaws; and2. Reasonable under the circumstances.(b) Unless otherwise agreed upon between the sender and the recipient, words in a notice or other communication under this chapter m…
(1) A “qualified director” is a director who, at the time action is to be taken under:(a) Section 607.0744, does not have a material interest in the outcome of the proceeding or a material relationship with a person who has such an interest;(b) Section 607.0832, is not a director as to whom the transaction is a directo…
As used in ss. 607.0145-607.0152, the term:(1) “Corporate action” means any action taken by or on behalf of a corporation, including any action taken by the incorporator, the board of directors, a committee of the board of directors, an officer or agent of the corporation, or the shareholders.(2) “Date of the defective…
(1) A defective corporate action is not void or voidable if:(a) The defective corporate action was ratified in accordance with the requirements of s. 607.0147, including the filing, if required, of articles of validation pursuant to s. 607.0151; or(b) The defective corporate action was validated in accordance with s. 6…
(1) To ratify a defective corporate action under this section, other than to ratify an election of the initial board of directors under subsection (2), the board of directors must take the action in accordance with s. 607.0148, stating all of the following:(a) The defective corporate action to be ratified and, if the d…
(1) The quorum and voting requirements applicable to a ratifying action by the board of directors under s. 607.0147(1) are the quorum and voting requirements applicable to the corporate action proposed to be ratified at the time such ratifying action is taken.(2)(a) If the ratification of the defective corporate action…
(1) Unless shareholder approval is required under s. 607.0147(3), prompt notice of an action taken by the board of directors under s. 607.0147 must be given to each holder of valid shares and each holder of putative shares, regardless of whether entitled to vote, that is a holder of valid shares or putative shares as o…
The following provisions apply from and after the validation effective time, without regard to the 120-day period during which a claim may be brought under s. 607.0152:(1) Each defective corporate action ratified in accordance with s. 607.0147 will not be void or voidable as a result of the failure of authorization set…
(1) If the defective corporate action ratified under ss. 607.0145-607.0152 would have required a filing under this chapter and either:(a) Any previous filing requires any change to the filing to give effect to the defective corporate action in accordance with this section, including, but not limited to, a change to the…
(1) Subject to subsection (4), upon application by the corporation, any successor entity to the corporation, a director of the corporation, any shareholder, beneficial shareholder, or unrestricted voting trust beneficial owner of the corporation, including any such shareholder, beneficial shareholder, or unrestricted v…
One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the department for filing.
(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 office and, if different, the mailing address of the corporation;(c) The number of shares the corporation is authorized to issue;(d) Th…