CHAPTER 617

617.01011 Short title. This chapter may be cited as the “Florida Nonprofit Corporation Act.” History. — s. 1, ch. 90-179; s. 1, ch. 2026-168. 617.0102 Reservation of power to amend or repeal. The Legislature has the power to amend or repeal all or part of this chapter at any time, and all domestic and foreign corporations subject to this chapter shall be governed by the amendment or repeal. History. — s. 2, ch. 90-179; s. 125, ch. 2026-168. 617.01201 Filing requirements. (1) A document must satisfy the requirements of this section and of any other section that adds to or varies these requirements to be entitled 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. It may contain other information as well. (4) The document must be typewritten or printed and must be legible. If electronically transmitted, the document must be in a format that may be retrieved or reproduced in typewritten or printed form. (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 authority required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation. (6) The document must be executed: (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 the fiduciary. (7) The person executing the document shall sign it and state beneath or opposite such person’s signature such person’s name and the capacity in which such person 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. 617.0121, the document must be in or on the prescribed form. (9) The document must be delivered to the department for filing. Delivery may be made by electronic transmission if and to the extent allowed by the department. If the document is filed in typewritten or printed form and not transmitted electronically, the department may require that one exact or conformed copy be delivered with the document, except as provided in s. 617.1508. The document must be accompanied by the correct filing fee and any other tax or penalty required by law. (10) Whenever this chapter allows any of the terms of a plan or a filed document to be dependent upon facts objectively ascertainable outside the plan or filed document, the following 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 which 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 upon 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 effective date of a filed document; and 5. 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 upon 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 members have not received notice of the fact from the corporation, 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 section 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 members. (e) As used in this subsection, the term: 1. “Filed document” means a document filed with the department pursuant to this chapter, except for a document filed pursuant to ss. 617.1501-617.1532. 2. “Plan” means a plan of merger, a plan of conversion, or a plan of domestication. History. — s. 3, ch. 90-179; s. 44, ch. 93-281; s. 76, ch. 97-102; s. 7, ch. 2009-205; s. 2, ch. 2026-168. 617.0121 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 conduct its affairs in the state, (c) A foreign corporation’s application for certificate of withdrawal, and (d) The annual report, for which the department may prescribe the use of the uniform business report, pursuant to s. 606.06. If the department so requires, the use of these forms is mandatory. (2) The department may prescribe and furnish on request forms for other documents required or permitted to be filed by this chapter, but their use may not be mandatory. History. — s. 4, ch. 90-179; s. 8, ch. 99-218; s. 126, ch. 2026-168. 617.0122 Fees for filing documents and issuing certificates. The department shall collect the following fees on documents 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. 617.05021(1)(b): $35. (8) Amendment of articles of incorporation: $35. (9) Restatement of articles of incorporation with amendment of articles: $35. (10) Articles of merger for each party thereto: $35. (11) Articles of dissolution: $35. (12) Articles of revocation of dissolution: $35. (13) Application for reinstatement following administrative dissolution: $175. (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) Certified copy of document: $52.50. (21) Serving as agent for substitute service of process: $87.50. (22) Certificate of conversion of a limited agricultural association to a domestic corporation: $35. (23) Any other document required or permitted to be filed by this chapter: $35. Any citizen support organization that is required by rule of the Department of Environmental Protection to be formed as a nonprofit organization and is under contract with the Department of Environmental Protection is exempt from any fees required for incorporation as a nonprofit organization, and the Secretary of State may not assess any such fees if the citizen support organization is certified by the Department of Environmental Protection to the Secretary of State as being under contract with the Department of Environmental Protection. History. — s. 5, ch. 90-179; s. 45, ch. 93-281; ss. 25, 27, ch. 94-314; s. 469, ch. 94-356; s. 13, ch. 97-94; s. 15, ch. 98-101; s. 8, ch. 2009-205; s. 2, ch. 2012-71; s. 14, ch. 2024-265; s. 127, ch. 2026-168. 617.0123 Effective time and date of document. Except as provided in subsection (1) and in s. 617.0124(3), a document accepted for filing under this chapter may specify an effective time and a delayed effective date. In the case of the 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. 617.0124(3), a document accepted for filing is effective under any of the following conditions: (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 will 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. 617.0125(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. (4) Corporate existence may predate the filing date, pursuant to s. 617.0203(1). History. — s. 6, ch. 90-179; s. 47, ch. 93-281; s. 3, ch. 2026-168. 617.0124 Correcting filed document; withdrawal of filed record before effectiveness. (1) A domestic or foreign corporation may correct a document filed by the department within 30 days after filing if: (a) The document contains an inaccuracy; (b) The document contains false, misleading, or fraudulent information; (c) The document was defectively executed, 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; and 3. Correct the inaccuracy or defect; and (b) By delivering the executed articles of correction to the department for filing. (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 who are 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. 617.1103(3) or s. 617.1809(8), 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) Upon 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. 617.0125(2). History. — s. 7, ch. 90-179; s. 48, ch. 93-281; s. 9, ch. 2009-205; s. 5, ch. 2018-58; s. 4, ch. 2026-168. 617.0125 Filing duties of the department. (1) If a document delivered to the department for filing satisfies the requirements of s. 617.01201, the department shall file it. (2) The department files a document by stamping or otherwise endorsing “filed,” together with the Secretary of State’s official title and the date and time of receipt. After filing a document, the department shall send a notice of the filing to the electronic mail address on file for the domestic or foreign corporation or its representative or send a copy of the document to the mailing address of such corporation or its representative. If the record changes the electronic mail address of the domestic or foreign 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 domestic or foreign 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, it shall return it to the domestic or foreign corporation or its 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; or (c) Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect. (5) If not otherwise provided by law and 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. 90-179; s. 6, ch. 2018-58; s. 128, ch. 2026-168. 617.0126 Appeal from department’s refusal to file document. If the department refuses to file a document delivered to its office for filing, within 30 days after return of the document by the department by mail, as evidenced by the postmark, the domestic or foreign corporation may: (1) Appeal the refusal pursuant to s. 120.68; or (2) Petition the Circuit Court of Leon County to compel filing of the document. The document and the department’s explanation of its 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. 90-179; s. 5, ch. 2026-168. 617.0127 Certificates to be received in evidence; 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 therein. A certificate attached to 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. 90-179; s. 6, ch. 2026-168. 617.0128 Certificate of status. (1) The department, upon request, shall issue a certificate of status for a domestic corporation or a certificate of authorization for a foreign corporation. (2) A certificate of status or authorization sets forth: (a) The domestic corporation’s corporate name or the foreign corporation’s corporate name used in this state; (b)1. That the domestic corporation is duly incorporated under the law of this state and the date of its incorporation, or 2. That the foreign corporation is authorized to conduct its affairs in this state; (c) That all fees and penalties owed to the department have been paid, if: 1. Payment is reflected in the records of the department, and 2. Nonpayment affects the existence or authorization of the domestic or foreign corporation; (d) That its most recent annual report required by s. 617.1622 has been delivered to the department; and (e) That articles of dissolution have not been filed. (3) Subject to any qualification stated in the certificate, a certificate of status or authorization issued by the department may be relied upon as conclusive evidence that the domestic or foreign corporation is in existence or is authorized to conduct its affairs in this state. History. — s. 11, ch. 90-179; s. 3, ch. 95-211; s. 7, ch. 2026-168. 617.01301 Powers of department. (1) The department may propound to any corporation subject to this chapter, and to any officer or director thereof, such interrogatories as may be reasonably necessary and proper to enable it to ascertain whether the corporation has complied with all applicable filing provisions of this chapter. Such interrogatories must be answered within 30 days after mailing or within such additional time as fixed by the department. Answers to interrogatories must be full and complete, in writing, and under oath. Interrogatories directed to an individual must be answered by that individual, and interrogatories directed to a corporation must be answered by an authorized officer or director of the corporation, by a member if there are no officers or directors of the corporation, or by a fiduciary if the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary. (2) The department is not required to file any document: (a) To which interrogatories, as propounded pursuant to subsection (1) relate, until the interrogatories are answered in full; (b) When interrogatories or other relevant evidence discloses that such document is not in conformity with this chapter; or (c) When the department has determined that the parties to such document have not paid all fees, taxes, and penalties due and owing this state. (3) The department may, based upon its findings hereunder or in s. 213.053(15), bring an action in circuit court to collect any penalties, fees, or taxes determined to be due and owing the state and to compel any filing, qualification, or registration required by law. In connection with such proceeding the department may, without prior approval by the court, file a lis pendens against any property owned by the corporation and may further certify any findings to the Department of Legal Affairs for the initiation of any action permitted pursuant to s. 617.0503 which the Department of Legal Affairs may deem appropriate. (4) The department has the power and authority reasonably necessary to enable it to administer this chapter efficiently, to perform the duties herein imposed upon it, and to adopt rules pursuant to ss. 120.536(1) and 120.54 to implement this chapter. History. — s. 13, ch. 90-179; s. 49, ch. 93-281; s. 78, ch. 97-102; s. 198, ch. 98-200; s. 7, ch. 2006-85; s. 74, ch. 2016-10; s. 8, ch. 2026-168. 617.01401 Definitions. As used in this chapter, the term: (1) “Articles of incorporation” includes original, amended, and restated articles of incorporation, articles of consolidation, and articles of merger, and all amendments thereto, including documents designated by the laws of this state as charters, and, in the case of a foreign corporation, documents equivalent to articles of incorporation in the jurisdiction of incorporation. (2) “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, or at the time of such action had, no principal office in this state, the applicable county is the county in which the corporation has, or at the time of such action had, an office in this state. If the corporation does not have an office in this state, the applicable county is the county in which the corporation’s registered office is or was last located. (3) “Authorized entity” means any of the following: (a) A corporation for profit. (b) A limited liability company. (c) A limited liability partnership. (d) A limited partnership, including a limited liability limited partnership. (4) “Board of directors” means the group of persons vested with the management of the affairs of the corporation irrespective of the name by which such group is designated, including, but not limited to, managers or trustees. (5) “Bylaws” means the code or codes of rules adopted for the regulation or management of the affairs of the corporation irrespective of the name or names by which such rules are designated. (6) “Charitable asset” means property that is given, received, or held for a charitable purpose. (7) “Charitable purpose” means a purpose that: (a) Would make a corporation organized and operated exclusively for that purpose eligible to be exempt from taxation under s. 501(c)(3) of the Internal Revenue Code of 1986, as amended, or (b) Is considered charitable under the law of this state other than as set forth in the Internal Revenue Code of 1986, as amended. (8) “Corporation” or “domestic corporation” means a nonprofit corporation, subject to the provisions of this chapter, except a foreign corporation. (9) “Department” means the Florida Department of State. (10) “Electronic transmission” means any form of communication, not directly involving the physical transmission or transfer of paper, which creates a record that may be retained, retrieved, and reviewed by a recipient and which may be directly reproduced in a comprehensible and legible paper form by such recipient through an automated process. Examples of electronic transmission include, but are not limited to, electronic mail, telegrams, facsimile, and transmissions through the Internet. (11)(a) “Eligible entity” means a domestic or foreign: 1. Corporation or corporation for profit; 2. General partnership, including a limited liability partnership; 3. Limited partnership, including a limited liability limited partnership; 4. Limited liability company; or 5. Other unincorporated entity. (b) The term does not include: 1. An individual; 2. 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; 3. A decedent’s estate; or 4. A government or a governmental subdivision, agency or instrumentality. (12) “Eligible interest” means: (a) A share; (b) A membership; or (c) Either or both of the following rights under the organic rules governing the entity: 1. The right to receive distributions from the entity either in the ordinary course of business or upon liquidation. 2. The right to receive notice or vote on issues involving its internal affairs, other than as an agent, assignee, proxy, or person responsible for managing its business, activities, or affairs. (13) “Entity” includes corporations and foreign corporations; unincorporated associations; business trusts, estates, limited liability companies, partnerships, trusts, and two or more persons having a joint or common economic interest; any state, the United States, or any foreign government. (14) “Foreign corporation” means a nonprofit corporation organized under laws other than the laws of this state. (15) “Insolvent” means the inability of a corporation to pay its debts as they become due in the usual course of its affairs. (16) “Interest holder” means any of the following persons: (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. (i) Another direct holder of an interest. (17) “Interest holder liability” means: (a) Personal liability for a liability of an entity which arises, except as otherwise provided in the organic rules of the entity, when the entity incurs the liability and 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; or (b) An obligation of an interest holder under the organic rules of an entity to contribute to the entity. (18) “Mail” means the United States mail, facsimile transmissions, and private mail carriers handling nationwide mail services. (19) “Member” means one having membership rights in a corporation in accordance with its articles of incorporation or bylaws or this chapter. (20) “Nonprofit corporation” means a corporation no part of the income or profit of which is distributable to its members, directors, or officers, except as otherwise provided under this chapter. (21) “Organic rules” means the public organic record and private organic rules of an entity. (22) “Person” includes an individual and entity. (23) “Private organic rules” means the rules, regardless of whether 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 any of the following: (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. (g) The trust instrument of a statutory trust or similar rules of a business trust or common law business trust. (24) “Protected agreement” means any of the following: (a) A document evidencing indebtedness of a domestic corporation or eligible entity and any related agreement in effect immediately before July 1, 2026. (b) An agreement that is binding on a domestic corporation or eligible entity immediately before July 1, 2026. (c) The articles of incorporation or bylaws of a domestic corporation or the organic rules of a domestic eligible entity, in each case in effect immediately before July 1, 2026. (d) An agreement that is binding on any of the interest holders, directors, or other governors of a domestic corporation or eligible entity, in their capacities as such, immediately before July 1, 2026. (25) “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. When a public organic record has been amended or restated, the term means the public organic record as last amended or restated. The term includes any of 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. (g) The articles of incorporation of a real estate investment trust. (26) “Successor entity” means any entity to which the remaining assets of the corporation are transferred, subject to its liabilities, for purposes of liquidation. (27) “Voting power” means the total number of votes entitled to be cast for the election of directors at the time the determination of voting power is made, excluding a vote that is contingent upon the happening of a condition or event that has not yet occurred. If the corporation’s directors are not elected by the members, voting power must, unless otherwise provided in the articles of incorporation or bylaws, be on a one-member, one-vote basis. If the members of a class are entitled to vote as a class to elect directors, the determination of the voting power of the class is based on the percentage of the number of directors the class is entitled to elect relative to the total number of authorized directors. History. — s. 14, ch. 90-179; s. 1, ch. 2003-14; s. 10, ch. 2009-205; s. 3, ch. 2013-125; s. 9, ch. 2026-168. 617.0141 Notice. (1) Notice under this chapter 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. (2) Written notice may be communicated by mail, electronic mail, facsimile, or other form of electronic transmission. When oral notice is permitted, notice may be communicated in person, by telephone, or other electronic transmission by means of which all persons participating can hear each other. (3) Written notice by a domestic or foreign corporation authorized to conduct its affairs in this state to its member, if in a comprehensible form, is effective under any of the following circumstances: (a) When mailed, if mailed postpaid and correctly addressed to the member’s address shown in the domestic or foreign corporation’s current record of members. (b) When actually transmitted by facsimile, if correctly directed to a telephone number at which the member has consented to receive notice. (c) When actually transmitted by electronic mail, if correctly directed to an electronic mail address at which the member has consented to receive notice. (d) When posted on an electronic network that the member has consented to consult, upon the later of: 1. Such correct posting; or 2. The giving of a separate notice to the member of the fact of such specific posting. (e) When correctly transmitted to the member, if by any other form of electronic transmission consented to by the member to whom notice is given. (4) Consent by a member to receive notice by electronic transmission is revocable by the member by written notice to the domestic or foreign corporation. Any such consent is deemed revoked if: (a) The domestic or foreign corporation is unable to deliver by electronic transmission two consecutive notices given by the domestic or foreign corporation in accordance with such consent; and (b) Such inability becomes known to the secretary or an assistant secretary of the domestic or foreign corporation, or other authorized person responsible for the giving of notice. However, the inadvertent failure to treat such inability as a revocation does not invalidate any meeting or other action. (5) Written notice to a domestic or foreign corporation authorized to conduct its affairs in this state may be addressed to its registered agent at its registered office. Written notice may also be delivered to the domestic or foreign corporation at its principal office shown in its most recent annual report or, in the case of a domestic 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. (6) 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 any of the following: (a) When received. (b) Five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed. (c) 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. (7) Oral notice is effective when communicated if communicated directly to the person to be notified in a comprehensible manner. (8) An affidavit of the secretary, an assistant secretary, the transfer agent, or other authorized agent of the domestic or foreign corporation that the notice has been given by a form of electronic transmission is, in the absence of fraud, prima facie evidence of the facts stated in the notice. (9) If this chapter prescribes notice requirements for particular circumstances, those requirements govern. If articles of incorporation or bylaws prescribe notice requirements not less stringent than the requirements of this section or other provisions of this chapter, those requirements govern. History. — s. 15, ch. 90-179; s. 2, ch. 2003-14; s. 10, ch. 2026-168. 617.0143 Qualified director. (1) For purposes of this chapter, the term: (a) “Material interest” means an actual or potential benefit or detriment, other than one which would devolve on the corporation or the members generally, which would reasonably be expected to impair the objectivity of the director’s judgment when participating in the action to be taken. For a corporation that is regulated by chapter 718, chapter 719, chapter 720, chapter 721, or chapter 723, or a corporation when membership in such corporation is required pursuant to a document recorded in the county property records, a “material interest” is limited to familial, financial, professional, or employment interests. (b) “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. (c) “Qualified director” is a director who, at the time action is to be taken under: 1. Section 617.0744, and who does not have an interest in the outcome of the proceeding or has a material relationship with a person who has an interest in the outcome of the proceeding; 2. Section 617.0832, and who 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 3. Section 617.0831, with respect to the application of ss. 607.0850-607.0859, and who: a. Is not a party to the proceeding; b. 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 c. Does not have a material relationship with a director who is disqualified by virtue of not meeting the requirements of sub-subparagraph a. or sub-subparagraph b. (2) A director is not automatically prevented from being a qualified director if any of the following is present: (a) The nomination or election of the director to the current board of directors by any director who is not a qualified director with respect to the matter, or by any person who 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. (c) With respect to actions pursuant to s. 617.0744, 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. 11, ch. 2026-168. 617.02011 Incorporators. One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the department for filing. History. — s. 16, ch. 90-179; s. 129, ch. 2026-168. 617.0202 Articles of incorporation; content. (1) The articles of incorporation must set forth: (a) A name for the corporation that satisfies the requirements of s. 617.0401; (b) The street address of the initial principal office and, if different, the mailing address of the corporation; (c) The purpose or purposes for which the corporation is organized; (d) A statement of the manner in which the directors are to be elected or appointed. In lieu thereof, the articles of incorporation may provide that the method of election of directors be stated in the bylaws; (e) Any provision that lawfully limits the corporate powers authorized under this chapter; (f) The street address of the corporation’s initial registered office and the name of its initial registered agent at that address together with a written acceptance of appointment as a registered agent as required by s. 617.0501; and (g) The name and address of each incorporator. (2) The articles of incorporation may set forth: (a) The names and addresses of the individuals who are to serve as the initial directors; (b) Any provision not inconsistent with law, regarding the regulation of the internal affairs of the corporation, including, without limitation, any provision with respect to the relative rights or interests of the members as among themselves or in the property of the corporation; (c) The manner of termination of membership in the corporation; (d) The rights, upon termination of membership, of the corporation, the terminated members, and the remaining members; (e) The transferability or nontransferability of membership to the extent consistent with s. 617.0605; (f) The distribution of assets upon dissolution or final liquidation or, if otherwise permitted by law, upon partial liquidation; (g) If the corporation is to have one or more classes of members, any provision designating the class or classes of members and stating the qualifications and rights of the members of each class; (h) The names of any persons or the designations of any groups of persons who are to be the initial members; (i) A provision to the effect that the corporation will be subordinate to and subject to the authority of any head or national association, lodge, order, beneficial association, fraternal or beneficial society, foundation, federation, or other corporation, society, organization, or nonprofit association; and (j) Any provision that under this chapter is required or permitted to be set forth in the bylaws. Any such provision set forth in the articles of incorporation need not be set forth in the bylaws. (3) The articles of incorporation need not set forth any of the corporate powers enumerated in this act. History. — s. 17, ch. 90-179; s. 50, ch. 93-281; s. 1, ch. 96-343; s. 12, ch. 2026-168. 617.0203 Incorporation. (1) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed or on a date specified in the articles of incorporation, if such date is within 5 business days prior to the date of filing. (2) The department’s filing of the articles of incorporation, and the original recorded charter or certified copy of the charter of a corporation which has not been reincorporated under s. 617.0901, is conclusive proof that the incorporators satisfied all conditions precedent to incorporation and that the corporation has been incorporated under this chapter, except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation. History. — s. 18, ch. 90-179; s. 130, ch. 2026-168. 617.0204 Liability for preincorporation transactions. All persons purporting to act as or on behalf of a corporation, knowing that there was no incorporation under this chapter, are jointly and severally liable for all liabilities created while so acting. History. — s. 19, ch. 90-179; s. 13, ch. 2026-168. 617.0205 Organizational meeting of directors. (1) After incorporation: (a) If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting; (b) If initial directors are not named in the articles of incorporation, the incorporators shall hold an organizational meeting at the call of a majority of the incorporators: 1. To elect directors and complete the organization of the corporation; or 2. To elect a board of directors who shall complete the organization of the corporation. (2) Action required or permitted by this chapter to be taken by incorporators or directors at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator or director. (3) The directors or incorporators calling the organizational meeting shall give at least 3 days’ notice thereof to each director or incorporator so named, stating the time and place of the meeting. (4) An organizational meeting may be held in or out of this state. History. — s. 20, ch. 90-179; s. 11, ch. 2009-205; s. 131, ch. 2026-168. 617.0206 Bylaws. The initial bylaws of a corporation shall be adopted by its board of directors unless that power is reserved to the members by the articles of incorporation. The power to alter, amend, or repeal the bylaws or adopt new bylaws is vested in the board of directors unless otherwise provided in the articles of incorporation or the bylaws. The bylaws may contain any provision for the regulation and management of the affairs of the corporation not inconsistent with law or the articles of incorporation. History. — s. 21, ch. 90-179; s. 14, ch. 2026-168. 617.0207 Emergency bylaws. (1) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection (5). The emergency bylaws may make all provisions necessary for managing the corporation during an emergency, including: (a) Procedures for calling a meeting of the board of directors; (b) Quorum requirements for the meeting; and (c) Designation of additional or substitute directors. (2) The board of directors, either before or during any such emergency, may provide, and from time to time modify, lines of succession if during such emergency any or all officers or agents of the corporation are for any reason rendered incapable of discharging their duties. (3) All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends. (4) Corporate action taken in good faith in accordance with the emergency bylaws: (a) Binds the corporation; and (b) May not be used to impose liability on a corporate director, officer, employee, or agent. (5) An emergency exists for purposes of this section if a quorum of the corporation’s directors cannot readily be assembled because of some catastrophic event. History. — s. 22, ch. 90-179. 617.0301 Purposes and application. Corporations may be organized under this chapter for any lawful purpose or purposes not for pecuniary profit and not specifically prohibited to corporations under other laws of this state. Such purposes include, without limitation, charitable, benevolent, educational, historical, civic, patriotic, political, religious, social, fraternal, literary, cultural, athletic, scientific, agricultural, horticultural, animal husbandry, and professional, commercial, industrial, or trade association purposes. If special provisions are made, by law, for the organization of designated classes of nonprofit corporations, such corporations must be formed under such provisions and not under this chapter. History. — s. 23, ch. 90-179; s. 132, ch. 2026-168. 617.0302 Corporate powers. Every nonprofit corporation organized under this chapter, unless otherwise provided in its articles of incorporation or bylaws, shall have power to: (1) Sue and be sued and appear and defend in all actions and proceedings in its corporate name to the same extent as a natural person. (2) Adopt, use, and alter a corporate seal. However, such seal must always contain the words “corporation not for profit” or “nonprofit corporation.” (3) Elect or appoint such officers and agents as its affairs shall require and allow them reasonable compensation. (4) Adopt, change, amend, and repeal bylaws, not inconsistent with law or its articles of incorporation, for the administration of the affairs of the corporation and the exercise of its corporate powers. (5) Increase or decrease the number of its directors, subject to any minimum number of directors required under s. 617.0803. (6) Make contracts and guaranties, incur liabilities, borrow money at such rates of interest as the corporation may determine, issue its notes, bonds, and other obligations, and secure its obligations by mortgage and pledge of all or any of its property, franchises, or income. (7) Conduct its affairs, carry on its operations, and have offices and exercise the powers granted by this chapter in any state, territory, district, or possession of the United States or any foreign country. (8) Purchase, take, receive, lease, take by gift, devise, or bequest, or otherwise acquire, own, hold, improve, use, or otherwise deal in and with real or personal property, or any interest therein, wherever situated. (9) Acquire, enjoy, utilize, and dispose of patents, copyrights, and trademarks and any licenses and other rights or interests thereunder or therein. (10) Sell, convey, mortgage, pledge, lease, exchange, transfer, or otherwise dispose of all or any part of its property and assets. (11) Purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of and otherwise use and deal in and with, shares and other interests in, or obligations of, other entities, or individuals, or direct or indirect obligations of the United States, or of any other government, state, territory, governmental district, municipality, or of any instrumentality thereof. (12) Lend money for its corporate purposes, invest and reinvest its funds, and take and hold real and personal property as security for the payment of funds loaned or invested except as prohibited by s. 617.0833. (13) Make donations for the public welfare or for religious, charitable, scientific, literary, educational, or other similar purposes. (14) Have and exercise all powers necessary or convenient to effect any or all of the purposes for which the corporation is organized. (15) Merge with other corporations or other eligible entities, both for profit and nonprofit, domestic and foreign, in accordance with the merger provisions of this chapter. (16) Be a promoter, incorporator, partner, member, associate, or manager of any corporation, joint venture, or other entity. History. — s. 24, ch. 90-179; s. 14, ch. 2005-267; s. 12, ch. 2009-205; s. 271, ch. 2019-90; s. 15, ch. 2026-168. 617.0303 Emergency powers. (1) In anticipation of or during any emergency defined in subsection (5), the board of directors of a corporation may: (a) Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and (b) Relocate the principal office or designate alternative principal offices or regional offices or authorize the officers to do so. (2) During an emergency defined in subsection (5), unless emergency bylaws provide otherwise: (a) Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio; (b) One or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum; and (c) The director or directors in attendance at a meeting, or any greater number affixed by the emergency bylaws, constitute a quorum. (3) Corporate action taken in good faith during an emergency under this section to further the ordinary affairs of the corporation: (a) Binds the corporation; and (b) May not be used to impose liability on a corporate director, officer, employee, or agent. (4) An officer, director, or employee acting in accordance with any emergency bylaws is only liable for willful misconduct. (5) An emergency exists for purposes of this section if a quorum of the corporation’s directors cannot readily be assembled because of some catastrophic event. (6) To the extent not inconsistent with any emergency bylaws so adopted, the bylaws of the corporation shall remain in effect during any emergency, and upon termination of the emergency, the emergency bylaws will cease to be operative. History. — s. 25, ch. 90-179. 617.0304 Lack of power to act. (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 property to or by a corporation, may not be challenged on the ground that the corporation lacks or lacked power to act. (2) A corporation’s power to act may be challenged: (a) In a proceeding by a member against the corporation to enjoin the act; (b) In a proceeding by the corporation, directly, derivatively, or through a receiver, trustee, or other legal representative, or through members in a representative suit, against an incumbent or former officer, employee, or agent of the corporation; or (c) In a proceeding by the Attorney General, as provided in this chapter, to dissolve the corporation or in a proceeding by the Attorney General to enjoin the corporation from the transaction of unauthorized business. (3) In a member’s proceeding under paragraph (2)(a) to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss suffered by the corporation or another party because of enjoining the unauthorized act, except the court may not award damages for anticipated profits. History. — s. 26, ch. 90-179; s. 16, ch. 2026-168. 617.0401 Corporate name. (1) A corporate name: (a) Must contain the word “corporation” or “incorporated” or the abbreviation “Corp.” or “Inc.” or words or abbreviations of like import in language as will clearly indicate that it is a corporation instead of a natural person, unincorporated association, or partnership. The name of the corporation may not contain the word “company” or its abbreviation “Co.” (b) May contain the word “cooperative” or “co-op” only if the resulting name is distinguishable from the name of any corporation, agricultural cooperative marketing association, or nonprofit cooperative association existing or doing business in this state under part I of chapter 607, chapter 618, or chapter 619. (c) May not contain language stating or implying that the corporation is organized for a purpose other than that permitted in this act and its articles of incorporation. (d) May not contain language stating or implying that the corporation is connected with a state or federal government agency or a corporation chartered under the laws of the United States. (e) Must be distinguishable from the names of all other entities or filings that are on file with the Division of Corporations, except fictitious name registrations pursuant to s. 865.09, general partnership registrations pursuant to s. 620.8105, and limited liability partnership statements pursuant to s. 620.9001 which are organized, registered, or reserved under the laws of this state. A name that is different from a name of another entity or filing due to any of the following is not considered distinguishable: 1. A suffix. 2. A definite or indefinite article. 3. The word “and” and the symbol “&.” 4. The singular, plural, or possessive form of a word. 5. A recognized abbreviation of a root word. 6. A punctuation mark or a symbol. (2) Any corporation eligible to reincorporate under s. 617.0901, may do so and retain its corporate name, subject to the requirements of paragraphs (1)(a) and (b). (3) Notwithstanding subsection (2), a corporation may register under a name that is not otherwise distinguishable on the records of the department if: (a) The other entity consents to the use and submits an undertaking in a form satisfactory to the Secretary of State to change its name to a name that is distinguishable upon the records of the department from the name of the applying corporation; or (b) The applicant delivers to the department a certified copy of a final judgment of a court of competent jurisdiction establishing the applicant’s right to use the name applied for in the state. (4) A corporate name as filed with the department is for public notice only and does not alone create any presumption of ownership of such name. (5) This section does not apply to the use of fictitious names. History. — s. 27, ch. 90-179; s. 51, ch. 93-281; s. 34, ch. 2014-209; s. 17, ch. 2026-168. 617.0403 Registered name; application; renewal; revocation. (1) A foreign corporation may register its corporate name, or its corporate name with any addition required by s. 617.1506, if the name is distinguishable upon the records of the department from the corporate names that are not available under s. 617.0401(1)(e). (2) A foreign corporation registers its corporate name, or its corporate name with any addition required by s. 617.1506, by delivering to the department for filing an application: (a) Setting forth its corporate name, or its corporate name with any addition required by s. 617.1506, the state or country and date of its incorporation, and a brief description of the nature of its purposes and the affairs in which it is engaged; and (b) Accompanied by a certificate of existence, or a certificate setting forth that such corporation is in good standing under the laws of the state or country wherein it is organized, or a document of similar import, from the state or country of incorporation. (3) The name is registered for the applicant’s exclusive use upon the effective date of the application and shall be effective until the close of the calendar year in which the application for registration is filed. (4) A foreign corporation the registration of which is effective may renew it from year to year by annually filing a renewal application which complies with the requirements of subsection (2) between October 1 and December 31 of the preceding year. The renewal application when filed renews the registration for the following calendar year. (5) A foreign corporation that has so registered its name may thereafter qualify to conduct its affairs in this state as a foreign corporation under the registered name or consent in writing to the use of that name by a corporation thereafter incorporated under this chapter or by another foreign corporation thereafter authorized to conduct its affairs in this state. The registration terminates when the domestic corporation is incorporated or the foreign corporation qualifies or consents to the qualification of another foreign corporation under the registered name. (6) The department may revoke any registration if, after a hearing, it finds that the application therefor or any renewal thereof was not made in good faith. History. — s. 29, ch. 90-179; s. 18, ch. 2026-168. 617.0501 Registered office and registered agent. (1) Each corporation shall have and continuously maintain in this state: (a) A registered office which may be the same as its principal office; and (b) A registered agent, who may be: 1. An individual who resides in this state whose business office is identical to such registered office; 2. Another domestic entity that is an authorized entity whose business address is identical to the address of the registered office; or 3. A foreign entity authorized to transact business in this state that is an authorized entity and whose business address is identical to the address of the registered office. (2) This section does not apply to corporations which are required by law to designate the Chief Financial Officer as their attorney for the service of process. (3) Each initial registered agent, and each successor registered agent that is appointed, shall file a statement in writing with the department, in the form and manner prescribed by the department, accepting the appointment as a registered agent while simultaneously being designated as the registered agent. The statement of acceptance must provide that the registered agent is familiar with, and accepts, the obligations of that position. (4) The duties of a registered agent are: (a) To forward to the corporation, at the address most recently supplied to the registered agent by the corporation, a process, notice, or demand pertaining to the corporation which is served on or received by the registered agent; and (b) If the registered agent resigns, to provide the notice required under s. 617.0502 to the corporation at the address most recently supplied to the registered agent by the corporation. (5) The Department of State shall maintain an accurate record of the registered agents and registered offices for the service of process and shall furnish any information disclosed thereby promptly upon request and payment of the required fee. (6) A corporation may not prosecute or maintain any action in a court in this state until the corporation complies with this section or s. 617.1508, as applicable; pays to the department any amounts required under this chapter; and, to the extent ordered by a court of competent jurisdiction, pays to the department a penalty of $5 for each day it has failed to so comply or $500, whichever is less. A court may stay a proceeding commenced by a corporation until th