CHAPTER 607

607.0101 Short title; applicability. (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. History. — s. 1, ch. 89-154; s. 3, ch. 2014-209; s. 1, ch. 2019-90. 607.0102 Reservation of power to amend or repeal. 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. History. — s. 2, ch. 89-154; s. 2, ch. 2019-90. 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 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 this chapter and may contain other information as well. (4) The document must be typewritten or printed, or, if electronically transmitted, the document must be in a format that can be retrieved or reproduced in typewritten or printed form, and must be legible. (5) The document must be in the English language. A corporate name need not be in English if written in English letters or Arabic or Roman numerals, and the certificate of status required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation. (6) The document must be signed: (a) By a director of a domestic or foreign corporation, or by its president or by another of its officers; (b) If directors or officers have not been selected or the corporation has not been formed, by an incorporator; or (c) If the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary. (7) The person executing the document shall sign it and state beneath or opposite his or her signature his or her name and the capacity in which he or she signs. The document may, but need not, contain the corporate seal, an attestation, an acknowledgment, or a verification. (8) If the department has prescribed a mandatory form for the document under s. 607.0121, the document must be in or on the prescribed form. (9) The document must be delivered to the office of the department for filing. Delivery may be made by electronic transmission if and to the extent permitted by the department. If it is filed in typewritten or printed form and not transmitted electronically, the department may require one exact or conformed copy, to be delivered with the document, except as provided in s. 607.1509. (10) When the document is delivered to the department for filing, the correct filing fee, and any other tax, license fee, or penalty required to be paid by this chapter or other law shall be paid or provision for payment made in a manner permitted by the department. (11) Whenever this chapter allows any of the terms of a plan or a filed document to be dependent on facts objectively ascertainable outside the plan or filed document, the following provisions apply: (a) The plan or filed document must set forth the manner in which the facts will operate upon the terms of the plan or filed document. (b) The facts may include, but are not limited to: 1. Any of the following that are available in a nationally recognized news or information medium either in print or electronically: a. Statistical or market indices; b. Market prices of any security or group of securities; c. Interest rates; d. Currency exchange rates; and e. Similar economic or financial data; 2. A determination or action by any person or body, including the corporation or any other party to a plan or filed document; or 3. The terms of, or actions taken under, an agreement to which the corporation is a party, or any other agreement or document. (c) The following provisions of a plan or filed document may not be made dependent on facts outside the plan or filed document: 1. The name and address of any person required in a filed document; 2. The registered office of any entity required in a filed document; 3. The registered agent of any entity required in a filed document; 4. The number of authorized shares and designation of each class or series of shares; 5. The effective date of a filed document; and 6. Any required statement in a filed document of the date on which the underlying transaction was approved or the manner in which that approval was given. (d) If a provision of a filed document is made dependent on a fact ascertainable outside of the filed document, and that fact is not ascertainable by reference to a source described in subparagraph (b)1. or a document that is a matter of public record, and the affected shareholders have not received notice of the fact from the corporation, then the corporation must file with the department articles of amendment to the filed document setting forth the fact promptly after the time when the fact referred to is first ascertainable or thereafter changes. Articles of amendment under this paragraph are deemed to be authorized by the authorization of the original filed document to which they relate and may be filed by the corporation without further action by the board of directors or the shareholders. (e) As used in this subsection, the term “filed document” means a document filed with the department pursuant to this chapter, except for a document filed pursuant to ss. 607.1501-607.1532; and the term “plan” means a plan of merger, a plan of share exchange, a plan of conversion, or a plan of domestication. History. — s. 3, ch. 89-154; s. 133, ch. 90-179; s. 2, ch. 93-281; s. 1, ch. 97-102; s. 13, ch. 99-218; s. 1, ch. 2003-283; s. 3, ch. 2019-90; s. 1, ch. 2020-32. 607.0121 Forms. (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, for which the department may prescribe the use of the uniform business report, pursuant to s. 606.06. (2) If the department so requires, the use of these forms shall be mandatory. (3) The department may prescribe and furnish on request forms for other documents required or permitted to be filed by this chapter, but their use is not mandatory. History. — s. 4, ch. 89-154; s. 5, ch. 99-218; s. 4, ch. 2019-90. 607.0122 Fees for filing documents and issuing certificates. 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 registered agent or registered office or both if not included on the annual report: $35. (5) Designation of and acceptance by registered agent: $35. (6) Agent’s statement of resignation from a corporation that has not been dissolved: $87.50. (7) Agent’s statement of resignation from a dissolved corporation or a composite statement of resignation from two or more dissolved corporations pursuant to s. 607.0502(6): $35. (8) Amendment of articles of incorporation: $35. (9) Restatement of articles of incorporation with amendment of articles: $35. (10) Articles of merger or share exchange for each party thereto: $35. (11) Articles of dissolution: $35. (12) Articles of revocation of dissolution: $35. (13) Application for reinstatement following administrative dissolution: $600. (14) Application for certificate of authority to transact business in this state by a foreign corporation: $35. (15) Application for amended certificate of authority: $35. (16) Application for certificate of withdrawal by a foreign corporation: $35. (17) Annual report: $61.25. (18) Articles of correction: $35. (19) Application for certificate of status: $8.75. (20) Certificate of domestication of a foreign corporation: $50. (21) Certified copy of document: $52.50. (22) Serving as agent for substitute service of process: $87.50. (23) Supplemental corporate fee: $88.75. (24) Any other document required or permitted to be filed by this chapter: $35. History. — s. 5, ch. 89-154; s. 63, ch. 90-132; s. 134, ch. 90-179; s. 25, ch. 92-319; ss. 1, 2, 3, ch. 96-212; s. 15, ch. 98-101; s. 2, ch. 2003-283; s. 5, ch. 2019-90; s. 13, ch. 2024-265. 607.0123 Effective time and date of document. 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 incorporation if such date is within 5 business days before the date of filing. (1) Subject to s. 607.0124, a document accepted for filing is effective: (a) If the record filed does not specify an effective time and does not specify a prior or a delayed effective date, on the date and at the time the record is accepted, as evidenced by the department’s endorsement of the date and time on the filing. (b) If the record filed specifies an effective time, but not a prior or delayed effective date, on the date the record is accepted, as evidenced by the department’s endorsement, and at the time specified in the filing. (c) If the record filed specifies a delayed effective date, but not an effective time, at 12:01 a.m. on the earlier of: 1. The specified date; or 2. The 90th day after the date the record is filed. (d) If the record filed specifies a delayed effective date and an effective time, at the specified time on the earlier of: 1. The specified date; or 2. The 90th day after the date the record is filed. (e) If the record filed is of initial articles of incorporation and specifies an effective date before the date of the filing, but no effective time, at 12:01 a.m. on the later of: 1. The specified date; or 2. The 5th business day before the date the record is filed. (f) If the record filed is of initial articles of incorporation and specifies an effective time and an effective date before the date of the filing, at the specified time on the later of: 1. The specified date; or 2. The 5th business day before the date the record is filed. (2) If the record filed does not specify the time zone or place at which the date or time, or both, is to be determined, the date or time, or both, at which it becomes effective shall be those prevailing at the place of filing in this state. (3) If a document is determined by the department to be incomplete and inappropriate for filing, the department may return the document to the person or corporation filing it, together with a brief written explanation of the reason for the refusal to file, in accordance with s. 607.0125(3). If the applicant returns the document with corrections in accordance with the rules of the department within 60 days after it was mailed to the applicant by the department and if at the time of return the applicant so requests in writing, the filing date of the document will be the filing date that would have been applied had the original document not been deficient, except as to persons who relied on the record before correction and were adversely affected thereby. History. — s. 6, ch. 89-154; s. 3, ch. 93-281; s. 14, ch. 99-218; s. 3, ch. 2003-283; s. 6, ch. 2019-90; s. 2, ch. 2020-32. 607.0124 Correcting filed document; withdrawal of filed record before effectiveness. (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 of the document to the department was defective. (2) A document is corrected: (a) By preparing articles of correction that: 1. Describe the document (including its filing date) or attach a copy of the document to the articles of correction; 2. Specify the inaccuracy or defect to be corrected; and 3. Correct the inaccuracy or defect; and (b) By delivering the articles of correction to the department for filing, signed in accordance with s. 607.0120. (3) Articles of correction are effective on the effective date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed. (4) Articles of correction may not contain a delayed effective date for the correction. (5) Unless otherwise provided for in s. 607.1107(2), s. 607.11923(3), or s. 607.11934(3), a filing delivered to the department may be withdrawn before it takes effect by delivering a withdrawal statement to the department for filing. (a) A withdrawal statement must: 1. Be signed by each person who signed the filing being withdrawn, except as otherwise agreed to by such persons; 2. Identify the filing to be withdrawn; and 3. If not signed by all persons who signed the filing being withdrawn, state that the filing is withdrawn in accordance with the agreement of all persons who signed the filing. (b) On the filing by the department of a withdrawal statement, the action or transaction evidenced by the original filing does not take effect. (6) Articles of correction that are filed to correct false, misleading, or fraudulent information are not subject to a fee of the department if the articles of correction are delivered to the department within 15 days after the notification of filing sent pursuant to s. 607.0125(2). History. — s. 7, ch. 89-154; s. 4, ch. 93-281; s. 15, ch. 99-218; s. 4, ch. 2003-283; s. 3, ch. 2018-58; s. 7, ch. 2019-90. 607.0125 Filing duties of the department. (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 document, the department shall send a notice of the filing or a copy of the filing to the electronic mail address on file for the domestic or foreign corporation or its authorized representative or a copy of the filed document to the mailing address of such corporation or its authorized representative. If the record changes the electronic mail address of the corporation, the department must send such notice to the new electronic mail address and to the most recent prior electronic mail address. If the record changes the mailing address of the corporation, the department must send such notice to the new mailing address and to the most recent prior mailing address. (3) If the department refuses to file a document, the department shall return the document to the domestic or foreign corporation or its authorized representative within 15 days after the document was received for filing, together with a brief, written explanation of the reason for refusal. (4) The department’s duty to file documents under this section is ministerial. The filing or refusing to file a document does not: (a) Affect the validity or invalidity of the document in whole or part; (b) Relate to the correctness or incorrectness of information contained in the document; (c) Create a presumption that the document does or does not conform to the requirements of this chapter or that the information contained in the document is correct or incorrect. (5) If not otherwise provided by law and the provisions of this chapter, the department shall determine, by rule, the appropriate format for, number of copies of, manner of execution of, method of electronic transmission of, and amount of and method of payment of fees for, any document placed under its jurisdiction. History. — s. 8, ch. 89-154; s. 135, ch. 90-179; s. 16, ch. 99-218; s. 4, ch. 2018-58; s. 8, ch. 2019-90; s. 3, ch. 2020-32. 607.0126 Appeal from department’s refusal to file document. 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. The court may decide the matter in a summary proceeding, and the court may summarily order the department to file the document or take other action the court considers appropriate. The court’s final decision may be appealed as in other civil proceedings. History. — s. 9, ch. 89-154; s. 136, ch. 90-179; s. 9, ch. 2019-90. 607.0127 Certificates to be received in evidence; evidentiary effect of certified copy of filed document. 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 of state, which may be in facsimile, and the seal of this state, is conclusive evidence that the original document is on file with the department. History. — s. 10, ch. 89-154; s. 17, ch. 99-218; s. 10, ch. 2019-90; s. 4, ch. 2020-32. 607.0128 Certificate of status. (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 corporation’s name. (b) That the corporation was organized under the laws of this state and the date of organization. (c) Whether all fees due to the department under this chapter have been paid. (d) Whether the corporation’s most recent annual report required under s. 607.1622 has been filed by the department. (e) Whether the department has administratively dissolved the corporation or received a record notifying the department that the corporation has been dissolved by judicial action pursuant to s. 607.1433. (f) Whether the department has filed articles of dissolution for the corporation. (2) The department, upon request and payment of the requisite fee, shall furnish a certificate of status for a foreign corporation if the records filed show that the department has filed a certificate of authority. A certificate of status for a foreign corporation must state the following: (a) The foreign corporation’s name and any current alternate name adopted pursuant to s. 607.1506 for use in this state. (b) That the foreign corporation is authorized to transact business in this state. (c) Whether all fees and penalties due to the department under this chapter or other law have been paid. (d) Whether the foreign corporation’s most recent annual report required under s. 607.1622 has been filed by the department. (e) Whether the department has: 1. Revoked the foreign corporation’s certificate of authority; or 2. Filed a notice of withdrawal of certificate of authority. (3) Subject to any qualification stated in the certificate, a certificate of status issued by the department is conclusive evidence that the domestic corporation is in existence and is of active status in this state or that the foreign corporation is authorized to transact business in this state and is of active status in this state. History. — s. 11, ch. 89-154; s. 11, ch. 2019-90. 607.0130 Powers of department. 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. History. — s. 13, ch. 89-154; s. 4, ch. 91-214; s. 3, ch. 97-102; s. 5, ch. 2006-85; s. 131, ch. 2007-5; s. 12, ch. 2019-90. 607.01401 Definitions. 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 foreign eligible entity that will acquire all of one or more classes or series of shares or eligible interests of the acquired eligible entity in a share exchange. (3) “Applicable county” means: the county in this state in which a corporation’s principal office is located or was located when an action is or was commenced; if the corporation has, and at the time of such action had, no principal office in this state, then in the county in which the corporation has, or at the time of such action had, an office in this state; or if the corporation does not have an office in this state, then in the county in which the corporation’s registered office is or was last located. (4) “Articles of incorporation” includes original, amended, and restated articles of incorporation, articles of share exchange, and articles of merger, and all amendments thereto. When used with respect to a foreign corporation, the term means the document of the foreign corporation that is equivalent to the articles of incorporation of a domestic corporation. (5) “Authorized entity” means: (a) A corporation for profit; (b) A limited liability company; (c) A limited liability partnership; or (d) A limited partnership, including a limited liability limited partnership. (6) “Authorized shares” means the shares of all classes a domestic or foreign corporation is authorized to issue. (7) “Beneficial shareholder” means a person who owns the beneficial interest in shares. Such person may be a record shareholder or a person on whose behalf shares are registered in the name of an intermediary or nominee. (8) “Business day” means Monday through Friday, excluding any day a national banking association is not open for normal business transactions. (9) “Conspicuous” means so written, displayed, or presented that a reasonable person against whom the writing is to operate should have noticed it. For example, text in italics, boldface, a contrasting color, or capitals, or underlined text, is conspicuous. (10) “Conversion” means a transaction pursuant to ss. 607.11930-607.11935. (11) “Converted eligible entity” means the converting eligible entity as it continues in existence after a conversion. (12) “Converting eligible entity” means the domestic corporation that approves a plan of conversion pursuant to s. 607.11932, or a foreign eligible entity that approves a conversion pursuant to the organic law of the foreign eligible entity. (13) “Corporation” or “domestic corporation” means a corporation for profit, which is not a foreign corporation, incorporated under this chapter. (14) “Day” means a calendar day. (15) “Deliver” or “delivery” means any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery, and, if authorized under s. 607.0141, electronic transmission. (16) “Department” means the Florida Department of State. (17) “Derivative proceeding” means a civil suit in the right of a domestic corporation or, to the extent provided in s. 607.0747, in the right of a foreign corporation. (18) “Distribution” means a direct or indirect transfer of money or other property (except its own shares) or incurrence of indebtedness by a corporation to or for the benefit of its shareholders in respect of any of its shares. A distribution may be in the form of: a declaration or payment of a dividend; a purchase, redemption, or other acquisition of shares; a distribution of indebtedness; a distribution in liquidation; or otherwise. (19) “Document” means: (a) Any tangible medium on which information is inscribed, and includes any writing or written instrument; or (b) An electronic record. (20) “Domestic” means, with respect to an entity, an entity governed as to its internal affairs by the laws of this state. (21) “Domesticated corporation” means the domesticating corporation as it continues in existence after a domestication. (22) “Domesticating corporation” means the domestic corporation that approves a plan of domestication pursuant to s. 607.11921, or the foreign corporation that approves a domestication pursuant to the organic law of the foreign corporation. (23) “Domestication” means a transaction pursuant to ss. 607.11920-607.11924. (24) “Effective date” means, when referring to a document accepted for filing by the department, the date and time determined in accordance with s. 607.0123. (25) “Electronic” means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities. (26) “Electronic record” means information that is stored in an electronic or other medium and is retrievable in paper form through an automated process used in conventional commercial practice, unless otherwise authorized under s. 607.0141. (27) “Electronic transmission” or “electronically transmitted” means any form or process of communication not directly involving the physical transfer of paper or another tangible medium, which: (a) Is suitable for the retention, retrieval, and reproduction of information by the recipient; and (b) Is retrievable in paper form by the recipient through an automated process used in conventional commercial practice, unless otherwise authorized under s. 607.0141. For purposes of proxy voting in accordance with ss. 607.0721, 607.0722, and 607.0724, the term includes, but is not limited to, telegrams, cablegrams, telephone transmissions, and transmissions through the Internet. (28)(a) “Eligible entity” means: 1. A domestic corporation; 2. A foreign corporation; 3. A nonprofit corporation; 4. A general partnership, including a limited liability partnership; 5. A limited partnership, including a limited liability limited partnership; 6. A limited liability company; 7. A real estate investment trust; or 8. Any other foreign or domestic entity that is organized under an organic law. (b) The term does not include: 1. An individual; 2. A trust with a predominantly donative purpose or a charitable trust; 3. An association or relationship that is not a partnership solely by reason of s. 620.8202(2) or a similar provision of the law of another jurisdiction; 4. A decedent’s estate; or 5. A government or a governmental subdivision, agency or instrumentality. (29) “Eligible interests” means interests or memberships. (30) “Employee” includes an officer but not a director. A director may accept duties that make him or her also an employee. (31) “Entity” includes corporation and foreign corporation; unincorporated association; business trust, estate, limited liability company, partnership, trust, and two or more persons having a joint or common economic interest; and state, United States, and foreign governments. (32) “Expenses” means reasonable expenses of any kind that are incurred in connection with a matter. (33) The phrase “facts objectively ascertainable outside the plan or filed document” shall be interpreted as set forth in s. 607.0120(11). (34) “Filing entity” means an entity, other than a limited liability partnership, that is of a type that is created by filing a public organic record or is required to file a public organic record that evidences its creation. (35) “Foreign” means, with respect to an entity, an entity governed as to its internal affairs by the organic law of a jurisdiction other than this state. (36) “Foreign corporation” means an entity incorporated or organized under laws other than the laws of this state which would be a corporation for profit if incorporated under the laws of this state. (37) “Foreign nonprofit corporation” means an entity incorporated or organized under laws other than the laws of this state which would be a nonprofit corporation if incorporated under the laws of this state. (38) “Governmental subdivision” includes authority, county, district, and municipality. (39) “Governor” means: (a) A director of a corporation for profit; (b) A director or trustee of a nonprofit corporation; (c) A general partner of a general partnership; (d) A general partner of a limited partnership; (e) A manager of a manager-managed limited liability company; (f) A member of a member-managed limited liability company; (g) A director or a trustee of a real estate investment trust; or (h) Any other person under whose authority the powers of an entity are exercised and under whose direction the activities and affairs of the entity are managed pursuant to the organic law and organic rules of the entity. (40) “Includes” or “including” denotes a partial definition or a nonexclusive list. (41) “Individual” includes the estate of an incompetent or deceased individual. (42) “Insolvent” means either: (a) The inability of a corporation to pay its debts as they become due in the usual course of its business; or (b) The value of the corporation’s total assets are less than the sum of its total liabilities, at fair valuation. (43) “Interest” means: (a) A share in a corporation for profit; (b) A membership in a nonprofit corporation; (c) A partnership interest in a general partnership, including a limited liability partnership; (d) A partnership interest in a limited partnership, including a limited liability limited partnership; (e) A membership interest in a limited liability company; (f) A share or beneficial interest in a real estate investment trust; (g) A member’s interest in a limited cooperative association; (h) A beneficial interest in a statutory trust, business trust, or common law business trust; or (i) A governance interest or distributional interest in another entity. (44) “Interest holder” means: (a) A shareholder of a corporation for profit; (b) A member of a nonprofit corporation; (c) A general partner of a general partnership; (d) A general partner of a limited partnership; (e) A limited partner of a limited partnership; (f) A member of a limited liability company; (g) A shareholder or beneficial owner of a real estate investment trust; (h) A beneficiary or beneficial owner of a statutory trust, business trust, or common law business trust; or (i) Another direct holder of an interest. (45) “Interest holder liability” means: (a) Personal liability for a liability of an entity which is imposed on a person: 1. Solely by reason of the status of the person as an interest holder; or 2. By the organic rules of the entity which make one or more specified interest holders or categories of interest holders liable in their capacity as interest holders for all or specified liabilities of the entity. (b) An obligation of an interest holder under the organic rules of an entity to contribute to the entity. For purposes of this subsection, except as otherwise provided in the articles of incorporation of a domestic corporation or the organic law or organic rules of an entity, interest holder liability arises under paragraph (a) when the corporation or entity, as applicable, incurs the liability. (46) “Jurisdiction of formation” means, with respect to an entity: (a) The jurisdiction under whose organic law the entity is formed, incorporated, or created or otherwise comes into being; however, for these purposes, if an entity exists under the law of a jurisdiction different from the jurisdiction under which the entity originally was formed, incorporated, or created or otherwise came into being, then the jurisdiction under which the entity then exists is treated as the jurisdiction of formation; or (b) In the case of a limited liability partnership or foreign limited liability partnership, the jurisdiction in which the partnership’s statement of qualification or equivalent document is filed. (47) “Mail” means the United States mail, facsimile transmissions, and private mail carriers handling nationwide mail services. (48) “Means” denotes an exhaustive definition. (49) “Membership” means the rights of a member in a domestic or foreign nonprofit corporation. (50) “Merger” means a transaction pursuant to s. 607.1101. (51) “New interest holder liability,” in the context of a merger or share exchange, means interest holder liability of a person resulting from a merger or share exchange that is: (a) In respect of an eligible entity which is different from the eligible entity and not the same eligible entity in which the person held shares or eligible interests immediately before the merger or share exchange became effective; or (b) In respect of the same eligible entity as the one in which the person held shares or eligible interests immediately before the merger or share exchange became effective if: 1. The person did not have interest holder liability immediately before the merger or share exchange became effective; or 2. The person had interest holder liability immediately before the merger or share exchange became effective, the terms and conditions of which were changed when the merger or share exchange became effective. (52) “Nonprofit corporation” or “domestic nonprofit corporation” means a corporation incorporated under the laws of this state and subject to the provisions of chapter 617. (53) “Organic law” means the laws of the jurisdiction in which the entity was formed. (54) “Organic rules” means the public organic record and private organic rules of an entity. (55) “Party to a merger” means any domestic or foreign entity that will merge under a plan of merger. The term does not include a survivor created by the merger. (56) “Person” includes an individual and an entity. (57) “Principal office” means the office (in or out of this state) where the principal executive offices of a domestic or foreign corporation are located as designated in the articles of incorporation or other initial filing until an annual report has been filed, and thereafter as designated in the annual report. (58) “Private organic rules” means the rules, whether or not in a record, which govern the internal affairs of an entity, are binding on all its interest holders, and are not part of its public organic record, if any. If the private organic rules are amended or restated, the term means the private organic rules as last amended or restated. The term includes: (a) The bylaws of a corporation for profit; (b) The bylaws of a nonprofit corporation; (c) The partnership agreement of a general partnership; (d) The partnership agreement of a limited partnership; (e) The operating agreement, limited liability company agreement, or similar agreement of a limited liability company; (f) The bylaws, trust instrument, or similar rules of a real estate investment trust; and (g) The trust instrument of a statutory trust or similar rules of a business trust or common law business trust. (59) “Proceeding” includes a civil suit, a criminal action, an administrative action, and an investigatory action. (60) “Protected agreement” means: (a) A record evidencing indebtedness and any related agreement in effect on January 1, 2020; (b) An agreement that is binding on an entity on January 1, 2020; (c) The organic rules of an entity in effect on January 1, 2020; or (d) An agreement that is binding on any of the governors or interest holders of an entity on January 1, 2020. (61) “Public organic record” means a record, the filing of which by a governmental body is required to form an entity, and an amendment to or restatement of such record. Where a public organic record has been amended or restated, the term means the public organic record as last amended or restated. The term includes the following: (a) The articles of incorporation of a corporation for profit; (b) The articles of incorporation of a nonprofit corporation; (c) The certificate of limited partnership of a limited partnership; (d) The articles of organization, certificate of organization, or certificate of formation of a limited liability company; (e) The articles of incorporation of a general cooperative association or a limited cooperative association; (f) The certificate of trust of a statutory trust or similar record of a business trust; or (g) The articles of incorporation of a real estate investment trust. (62) “Record,” if used as a noun, means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. (63) “Record date” means the date fixed for determining the identity of the corporation’s shareholders and their share holdings for purposes of this chapter. Unless another time is specified when the record date is fixed, the determination shall be made as of the close of business at the principal office of the corporation on the date so fixed. (64) “Record shareholder” means: (a) The person in whose name shares are registered in the records of the corporation; or (b) The person identified as a beneficial owner of shares in the beneficial ownership certificate under s. 607.0723 on file with the corporation to the extent of the rights granted by such certificate. (65) “Secretary” means the corporate officer to whom the board of directors has delegated responsibility under s. 607.08401 to maintain the minutes of the meetings of the board of directors and of the shareholders and for authenticating records of the corporation. (66) “Secretary of state” means the Secretary of State of the State of Florida. (67) “Shareholder” means a record shareholder. (68) “Shares” means the units into which the proprietary interests in a corporation are divided. (69) “Share exchange” means a transaction pursuant to s. 607.1102. (70) “Sign” or “signature” means, with present intent to authenticate or adopt a document: (a) To execute or adopt a tangible symbol on a document, which includes any manual facsimile or conformed signature; or (b) To attach or to logically associate with an electronic transmission an electronic sound, symbol, or process, which includes an electronic signature in an electronic transmission. (71) “State,” when referring to a part of the United States, includes a state and commonwealth (and their agencies and governmental subdivisions) and a territory and insular possession (and their agencies and governmental subdivisions) of the United States. (72) “Subscriber” means a person who subscribes for shares in a corporation, whether before or after incorporation. (73) “Survivor,” in a merger, means the domestic or foreign eligible entity into which one or more other eligible entities are merged. (74) “Treasury shares” means shares of a corporation that belong to the issuing corporation, which shares are authorized and issued shares that are not outstanding, are not canceled, and have not been restored to the status of authorized but unissued shares. (75) “Type of entity” means a generic form of entity either: (a) Recognized at common law; or (b) Formed under an organic law, regardless of whether some entities formed under that organic law are subject to provisions of that law that create different categories of the form of entity. (76) “United States” includes district, authority, bureau, commission, department, and any other agency of the United States. (77) “Unrestricted voting trust beneficial owner” means, with respect to any shareholder rights, a voting trust beneficial owner whose entitlement to exercise the shareholder right in question is not inconsistent with the voting trust agreement. (78) “Voting group” means all shares of one or more classes or series that under the articles of incorporation or this chapter are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. All shares entitled by the articles of incorporation or this chapter to vote generally on the matter are for that purpose a single voting group. (79) “Voting trust beneficial owner” means an owner of a beneficial interest in shares of the corporation held in a voting trust established pursuant to s. 607.0730(1). (80) “Writing” means printing, typewriting, electronic communication, or other communication that is reducible to a tangible form. The term “written” has the corresponding meaning. History. — s. 14, ch. 89-154; s. 137, ch. 90-179; s. 4, ch. 97-102; s. 4, ch. 97-230; s. 18, ch. 99-218; s. 1, ch. 2001-195; s. 13, ch. 2019-90; s. 5, ch. 2020-32. Note. — Former s. 607.0140. 607.0141 Notice. (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; and 2. 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 must be in English. (c) Notice by electronic transmission is written notice. (2) A notice or other communication may be given by any method of delivery, including voice mail where oral notice is allowed, except that electronic transmissions must be in accordance with this section. (3)(a) Written notice by a domestic or foreign corporation authorized to transact business in this state to its shareholder, if in a comprehensible form, is effective: 1. Upon deposit into the United States mail, if mailed postpaid and correctly addressed to the shareholder’s address shown in the corporation’s current record of shareholders; or 2. When electronically transmitted to the shareholder in a manner authorized by the shareholder. (b) Unless otherwise provided in the articles of incorporation or bylaws, and without limiting the manner by which notice otherwise may be given effectively to shareholders, any notice to shareholders given by the corporation under any provision of this chapter, the articles of incorporation, or the bylaws shall be effective if given by a single written notice to shareholders who share an address if consented to by the shareholders at that address to whom such notice is given. Any such consent shall be revocable by a shareholder by written notice to the corporation, and if a written notice of revocation is delivered to the corporation, the corporation must begin providing individual notices, reports, and other statements to the revoking shareholder no later than 30 days after delivery of the written notice of revocation. (c) Any shareholder who fails to object in writing to the corporation, within 60 days after having been given written notice by the corporation of its intention to send the single notice permitted under paragraph (b), shall be deemed to have consented to receiving such single written notice. (4) Written notice to a domestic corporation or to a foreign corporation authorized to transact business in this state may be addressed: (a) To its registered agent at the domestic corporation’s or foreign corporation’s registered office; or (b) To the domestic corporation or foreign corporation or to the domestic corporation’s or foreign corporation’s secretary at the domestic corporation’s or foreign corporation’s principal office or electronic mail address as authorized and shown in its most recent annual report or, in the case of a domestic corporation or foreign corporation that has not yet delivered an annual report, in a domestic corporation’s articles of incorporation or in a foreign corporation’s application for certificate of authority. (5)(a) Except as provided in subsection (3) or elsewhere in this chapter, written notice, if in a comprehensible form, is effective at the earliest date of the following: 1. When received; 2. Five days after its deposit in the United States mail, if mailed postpaid and correctly addressed; 3. On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; or 4. When it enters an information processing system that the recipient has designated or uses for the purposes of receiving electronic transmissions or information of the type sent, and from which the recipient is able to retrieve the electronic transmission, and it is in a form capable of being processed by that system. (b) Except as provided elsewhere in this chapter, oral notice is effective when communicated directly to the person to be notified in a comprehensible manner. (6) Except with respect to notice to directors by the corporation, notice or other communications may be delivered by electronic transmission if consented to by the recipient or if authorized by subsection (7). Notice or other communication to directors by the corporation may be delivered by electronic transmission if consented to by the recipient director; however, if the articles or bylaws require or authorize electronic transmission of notice or other communication to a director by the corporation, then no consent by the director recipient is required for the corporation to deliver notice or other communications to the director by electronic transmission. (7) A notice or other communication may be in the form of an electronic transmission that cannot be directly reproduced in paper form by the recipient through an automated process used in conventional commercial practice only if: (a) The electronic transmission is otherwise retrievable in perceivable form; and (b) The sender and the recipient have consented in writing to the use of such form of electronic transmission. (8) Any consent under subsection (7) may be revoked by the person who consented by written or electronic notice to the person to whom the consent was delivered. Any such consent shall be deemed revoked if: (a) The corporation is unable to deliver two consecutive electronic transmissions given by the corporation in accordance with such consent; and (b) Such inability becomes known to the secretary or assistant secretary of the corporation or to the transfer agent, or other person responsible for the giving of notice or other communications; provided, however, that the inadvertent failure to treat such inability as a revocation does not invalidate any meeting or other action. (9) Receipt of an electronic acknowledgment from an information processing system described in subparagraph (5)(a)4. establishes that an electronic transmission was received, but, by itself, does not establish that the content sent corresponds to the content received. (10) An electronic transmission is received under this section even if no person is aware of its receipt. (11) If this chapter prescribes requirements for notices or other communications in particular circumstances, those requirements govern. If articles of incorporation or bylaws prescribe requirements for notices or other communications not less stringent than the requirements of this section or other provisions of this chapter, those requirements govern. The articles of incorporation or bylaws may authorize or require delivery of notices of meetings of directors by electronic transmission. (12) In the event that any provisions of this chapter are deemed to modify, limit, or supersede the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. s. 7001 et seq., the provisions of this chapter shall control to the maximum extent permitted by s. 102(a)(2) of that federal act. History. — s. 15, ch. 89-154; s. 19, ch. 99-218; s. 5, ch. 2003-283; s. 14, ch. 2019-90; s. 136, ch. 2020-2; s. 6, ch. 2020-32. 607.0143 Qualified director. (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 director’s conflict of interest transaction, or who has a material relationship with another director as to whom the transaction is a director’s conflict of interest transaction; or (c) Section 607.0853 or s. 607.0855: 1. Is not a party to the proceeding; 2. Is not a director as to whom a transaction is a director’s conflict of interest transaction, which transaction is challenged in the proceeding; and 3. Does not have a material relationship with a director who is disqualified by virtue of not meeting the requirements of subparagraph 1. or subparagraph 2. (2) For purposes of this section: (a) “Material relationship” means a familial, financial, professional, employment, or other relationship that would reasonably be expected to impair the objectivity of the director’s judgment when participating in the action to be taken. (b) “Material interest” means an actual or potential benefit or detriment, other than one which would devolve on the corporation or the shareholders generally, that would reasonably be expected to impair the objectivity of the director’s judgment when participating in the action to be taken. (3) The presence of one or more of the following circumstances does not automatically prevent a director from being a qualified director: (a) Nomination or election of the director to the current board by any director who is not a qualified director with respect to the matter, or by any person that has a material relationship with that director, acting alone or participating with others; (b) Service as a director of another corporation of which a director who is not a qualified director with respect to the matter, or any individual who has a material relationship with that director, is or was also a director; or (c) With respect to action pursuant to s. 607.0744, status as a named defendant, as a director against whom action is demanded, or as a director who approved the conduct being challenged. History. — s. 15, ch. 2019-90. 607.0145 Definitions. 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 corporate action” means the date, or, if the exact date is unknown, the approximate date, on which the defective corporate action was purported to have been taken. (3) “Defective corporate action” means: (a) Any corporate action purportedly taken which is, and at the time such corporate action was purportedly taken would have been, within the power of the corporation, but is void or voidable due to a failure of authorization; or (b) An overissue. (4) “Failure of authorization” means the failure to authorize, approve, or otherwise effect a corporate action in compliance with this chapter, the corporation’s articles of incorporation or bylaws, a corporate resolution, or any plan or agreement to which the corporation is a party, if and to the extent such failure would render such corporate action void or voidable. (5) “Overissue” means the purported issuance of: (a) Shares of a class or series in excess of the number of shares of the class or series the corporation has the power to issue under s. 607.0601 at the time of such issuance; or (b) Shares of any class or series that is not then authorized for issuance by the corporation’s articles of incorporation. (6) “Putative shares” means the shares of any class or series, including shares issued upon exercise of rights, options, warrants, or other securities convertible into shares of the corporation, or interests with respect to such shares, that were created or issued as a result of a defective corporate action and that: (a) Would constitute valid shares but for any failure of authorization; or (b) Cannot be determined by the board of directors to be valid shares. (7) “Valid shares” means the shares of any class or series that have been duly authorized and validly issued in accordance with this chapter, including as a result of ratification or validation under ss. 607.0145-607.0152. (8)(a) “Validation effective time,” with respect to any defective corporate action ratified under ss. 607.0145-607.0152, means the later of the following: 1. The date and time at which the ratification of the defective corporate action is approved by the shareholders, or if approval of shareholders is not required, the date and time at which the notice required by s. 607.0149 becomes effective in accordance with s. 607.0141; 2. If no articles of validation are required to be filed in accordance with s. 607.0151, the date and time at which the notice required by s. 607.0149 becomes effective in accordance with s. 607.0141; or 3. If articles of validation are required to be filed in accordance with s. 607.0151, the date and time at which the articles of validation filed in accordance with s. 607.0151 become effective. (b) The validation effective time will not be affected by the filing or pendency of a judicial proceeding under s. 607.0152 or any other law unless otherwise ordered by the court. History. — s. 1, ch. 2024-265. 607.0146 Defective corporate actions. (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. 607.0152. (2) Ratification under s. 607.0147 or validation under s. 607.0152 shall not be deemed to be the exclusive means of ratifying or validating any defective corporate action, and the absence or failure of ratification in accordance with ss. 607.0145-607.0152 will not, in and of itself, affect the validity or effectiveness of any corporate action properly ratified under common law or otherwise, and it does not create a presumption that any such corporate action is or was a defective corporate action or is or was void or voidable. (3) In the case of an overissue, putative shares will be valid shares effective as of the date originally issued or purportedly issued upon: (a) The effectiveness under ss. 607.0145-607.0152 and ss. 607.1001-607.1009 of an amendment to the articles of incorporation authorizing, designating, or creating such shares; or (b) The effectiveness of any other corporate action taken under ss. 607.0145-607.0152 ratifying the authorization, designation, or creation of such shares. History. — s. 2, ch. 2024-265. 607.0147 Ratification of defective corporate actions. (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 defective corporate action involved the issuance of putative shares, the number and type of putative shares purportedly issued. (b) The date of the defective corporate action. (c) The nature of the failure of authorization with respect to the defective corporate action to be ratified. (d) That the board of directors approves the ratification of the defective corporate action. (2) If a defective corporate action to be ratified relates to the election of the initial board of directors of the corporation under s. 607.0205(1)(b), a majority of the persons who, at the time of the ratification, are exercising the powers of directors must take an action stating all of the following: (a) The name of the person or persons who first took action in the name of the corporation as the initial board of directors of the corporation. (b) The earlier of the date on which either such persons first took such action or were purported to have been elected to the initial board of directors. (c) That the ratification of the election of such person or persons as the initial board of directors is approved. (3) If any provision of this chapter, the corporation’s articles of incorporation or bylaws, any corporate resolution, or any plan or agreement in effect at the time action to which the corporation is a party under subsection (1) is taken requires shareholder approval, or would have required shareholder approval, at the date of the occurrence of the defective corporate action, the ratification of the defective corporate action approved in the action taken by the directors under subsection (1) must be submitted to the shareholders for approval in accordance with s. 607.0148. (4) Unless otherwise provided in the action taken by the board of directors under subsection (1), after the action by the board of directors has been taken and, if required, approved by the shareholders, the board of directors may abandon the ratification at any time before the validation effective time without further action of the shareholders. History. — s. 3, ch. 2024-265. 607.0148 Action on ratification. (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 requires approval by the shareholders under s. 607.0147(3), and if the approval is to be given at a meeting, the corporation must give notice of the meeting to each holder of valid and putative shares, regardless of whether entitled to vote, as of the record date for notice of the meeting and as of the date of the occurrence of the defective corporate action; however, such notice is not required to be given to holders of valid or putative shares whose identities or addresses for notice cannot be determined from the records of the corporation. The notice must state that the purpose, or one of the purposes, of the meeting is to consider ratification of a defective corporate action. (b) If the ratification of the defective corporate action requires approval by the shareholders under s. 607.0147(3), and if the approval is to be ratified by one or more written consents of the shareholders, the corporation must give notice of the action taken by such written consent to each holder of valid and putative shares as of the record date of the action by written consent and as of the date of the occurrence of the defective corporate action, regardless of whether entitled to vote; however, notice is not required to be given to holders of valid or putative shares whose identities or addresses for notice cannot be determined from the records of the corporation. The notice must state that the purpose, or one of the purposes, of the written consent was to ratify the defective corporate action. (c) The notice must be accompanied by both of the following: 1. Either: a. A copy of the action taken by the board of directors in accordance with s. 607.0147(1); or b. The information required by s. 607.0147(1)(a)-(d). 2. A statement that any claim asserting that the ratification of such defective corporate action, and any putative shares issued as a result of such defective corporate action, should not be effective, or should only be effective on certain conditions, and must be brought, if at all, within 120 days after the applicable validation effective time. (3) Except as provided in subsection (4) with respect to the voting requirements to ratify the election of a director, any quorum and voting requirements applicable to the approval by the shareholders required by s. 607.0147(3) will be the quorum and voting requirements that are applicable, at the time of such shareholder approval, to the defective corporate action proposed to be ratified. (4) The approval by sh