Florida Senate - 2019                                     SB 892
       
       
        
       By Senator Passidomo
       
       
       
       
       
       28-00272A-19                                           2019892__
    1                        A bill to be entitled                      
    2         An act relating to business organizations; amending s.
    3         607.0101, F.S.; providing applicability; amending s.
    4         607.0102, F.S.; making technical changes; amending s.
    5         607.0120, F.S.; making technical changes; providing
    6         requirements, authorizations, and prohibitions
    7         relating to when the terms of a plan or a filed
    8         document may be dependent on facts objectively
    9         ascertainable outside of the plan or filed document;
   10         defining the terms “filed document” and “plan”;
   11         amending s. 607.0121, F.S.; making technical changes;
   12         conforming provisions to changes made by the act;
   13         amending s. 607.0122, F.S.; conforming provisions to
   14         changes made by the act; amending s. 607.0123, F.S.;
   15         revising provisions, requirements, and authorizations
   16         relating to the effective time and date of a document;
   17         amending s. 607.0124, F.S.; revising the process
   18         authorizing a domestic or foreign corporation to
   19         correct a document filed by the Department of State;
   20         authorizing a filing to be withdrawn before it takes
   21         effect if certain requirements are met; amending s.
   22         607.0125, F.S.; revising the filing duties of the
   23         department; amending s. 607.0126, F.S.; revising the
   24         appeals process relating to the department’s refusal
   25         to file a document; amending s. 607.0127, F.S.;
   26         requiring certain certificates to be taken by certain
   27         entities as prima facie evidence of the facts stated;
   28         revising when a certificate and a copy of a document
   29         are conclusive evidence that the original document is
   30         on file with the department; amending s. 607.0128,
   31         F.S.; revising provisions relating to department
   32         issued certificates of status; amending s. 607.0130,
   33         F.S.; deleting provisions relating to the powers of
   34         the department; amending s. 607.01401, F.S.; defining
   35         and redefining terms; amending s. 607.0141, F.S.;
   36         revising provisions relating to written and oral
   37         notice under ch. 607, F.S.; providing construction;
   38         creating s. 607.0143, F.S.; defining the terms
   39         “qualified director,” “material relationship,” and
   40         “material interest”; providing for circumstances under
   41         which a director is not automatically prevented from
   42         being a qualified director; amending s. 607.0201,
   43         F.S.; conforming provisions to changes made by the
   44         act; amending s. 607.0202, F.S.; revising requirements
   45         and authorizations for the contents of articles of
   46         incorporation; authorizing provisions of the articles
   47         of incorporation to be made dependent upon facts
   48         objectively ascertainable outside of the articles of
   49         incorporation; prohibiting the articles of
   50         incorporation from containing certain provisions;
   51         amending s. 607.0203, F.S.; conforming provisions to
   52         changes made by the act; amending s. 607.0204, F.S.;
   53         deleting an exemption from liability related to
   54         persons who have actual knowledge that there is no
   55         incorporation when purporting to act as or on behalf
   56         of a corporation; making a technical change; amending
   57         s. 607.0205, F.S.; making technical changes; requiring
   58         directors or incorporators calling an organizational
   59         meeting to give at least 2, rather than 3, days’
   60         notice; amending s. 607.0206, F.S.; revising
   61         provisions relating to the contents of the bylaws of a
   62         corporation; amending s. 607.0207, F.S.; making
   63         technical changes; creating s. 607.0208, F.S.;
   64         authorizing provisions of the articles of
   65         incorporation or the bylaws to create exclusive
   66         jurisdiction for certain claims; providing
   67         applicability for such provisions; prohibiting the
   68         articles or bylaws from prohibiting certain actions;
   69         defining the term “internal corporate claim”; amending
   70         s. 607.0301, F.S.; revising purposes and
   71         applicability; amending s. 607.0302, F.S.; making
   72         technical changes; amending s. 607.0303, F.S.;
   73         revising the requirements relating to the liability of
   74         certain persons acting in accordance with emergency
   75         bylaws; making technical changes; amending s.
   76         607.0304, F.S.; revising when a corporation’s power to
   77         act may be challenged; amending s. 607.0401, F.S.;
   78         authorizing a corporation to register under a name
   79         that is not otherwise distinguishable on the records
   80         of the department under certain circumstances;
   81         providing applicability; creating s. 607.04021, F.S.;
   82         authorizing a person to reserve the exclusive use of a
   83         corporate name and to transfer the reservation;
   84         authorizing the department to revoke a reservation
   85         under certain circumstances; amending s. 607.0403,
   86         F.S.; making technical changes; conforming a cross
   87         reference; amending s. 607.0501, F.S.; revising
   88         requirements for registered offices and registered
   89         agents; providing for the duties of a registered
   90         agent; authorizing a court to stay a proceeding until
   91         a corporation is compliant with requirements relating
   92         to registered agents and registered offices; making
   93         technical changes; amending s. 607.0502, F.S.;
   94         revising the procedures relating to a corporation
   95         changing its registered agent or its registered
   96         office; creating s. 607.0503, F.S.; revising
   97         procedures and requirements relating to the
   98         resignation of a registered agent; creating s.
   99         607.05031, F.S.; revising procedures and requirements
  100         relating to the change of name or address by a
  101         registered agent; creating s. 607.05032, F.S.;
  102         providing for the delivery of notice or other
  103         communication; amending s. 607.0504, F.S.; revising
  104         the procedures for service of process, notice, or
  105         demand on a corporation; amending s. 607.0505, F.S.;
  106         conforming provisions to changes made by the act;
  107         amending s. 607.0601, F.S.; revising provisions
  108         relating to shares authorized by articles of
  109         incorporation; amending s. 607.0602, F.S.; revising
  110         provisions relating to the determination of the board
  111         of directors to classify or reclassify certain shares;
  112         amending s. 607.0604, F.S.; deleting a provision
  113         relating to the good faith judgment of the board of
  114         directors as to the fair value of fractions of a
  115         share; making technical changes; amending s. 607.0620,
  116         F.S.; revising provisions relating to subscriptions
  117         for shares; amending s. 607.0621, F.S.; expanding the
  118         circumstances in which shares that are escrowed or
  119         restricted and distributions that are credited may be
  120         canceled; amending s. 607.0622, F.S.; making a
  121         technical change; amending s. 607.0623, F.S.;
  122         authorizing the board to fix a record date for
  123         determining shareholders entitled to a share dividend;
  124         amending s. 607.0624, F.S.; revising provisions
  125         relating to rights, options, warrants, and awards for
  126         the purchase of shares of the corporation; defining
  127         the term “shares”; amending ss. 607.0625, 607.0626,
  128         and 607.0627, F.S.; making technical changes; amending
  129         s. 607.0630, F.S.; revising provisions relating to
  130         shareholders’ preemptive rights; amending s. 607.0631,
  131         F.S.; revising provisions relating to a corporation’s
  132         acquisition of its own shares; amending s. 607.06401,
  133         F.S.; revising provisions relating to distributions to
  134         shareholders; providing applicability; making
  135         technical changes; amending s. 607.0701, F.S.;
  136         revising provisions relating to a corporation’s annual
  137         meeting; amending s. 607.0702, F.S.; revising
  138         provisions relating to a corporation’s special meeting
  139         of the shareholders; amending s. 607.0703, F.S.;
  140         revising provisions relating to court-ordered
  141         meetings; amending s. 607.0704, F.S.; revising
  142         provisions relating to actions by shareholders without
  143         a meeting; making technical changes; amending s.
  144         607.0705, F.S.; revising provisions relating to
  145         notices of meetings; amending s. 607.0706, F.S.;
  146         relocating and revising requirements for a shareholder
  147         to waive certain required notice; amending s.
  148         607.0707, F.S.; revising provisions relating to record
  149         dates; creating s. 607.0709, F.S.; relocating and
  150         revising provisions relating to remote participation
  151         in the annual and special meetings of shareholders;
  152         amending s. 607.0720, F.S.; revising provisions
  153         relating to shareholders’ lists for meetings; amending
  154         s. 607.0721, F.S.; revising provisions relating to
  155         when certain shares are entitled to vote; defining the
  156         term “voting power”; amending s. 607.0722, F.S.;
  157         revising provisions relating to the appointment of a
  158         proxy; amending s. 607.0723, F.S.; revising provisions
  159         relating to shares held by intermediaries and nominees
  160         being treated as the record shareholder; amending s.
  161         607.0724, F.S.; revising provisions relating to the
  162         acceptance of votes and other instruments; requiring
  163         that ballots and shareholder demands be accepted under
  164         certain circumstances; amending s. 607.0725, F.S.;
  165         making technical changes; providing applicability for
  166         provisions that provide for voting of classes or
  167         series as separate voting groups; amending s.
  168         607.0726, F.S.; making clarifying changes; amending s.
  169         607.0728, F.S.; requiring that certain corporations
  170         have shares registered pursuant to s. 12 of the
  171         Securities Exchange Act of 1934 rather than pursuant
  172         to a list on a national securities exchange, for the
  173         purposes of certain voting requirements; creating s.
  174         607.0729, F.S.; requiring certain corporations to
  175         appoint one or more inspectors to determine voting
  176         results; authorizing the inspectors to appoint or
  177         retain certain persons for specific reasons; providing
  178         requirements for inspectors; authorizing the
  179         inspectors to take certain actions; providing for
  180         review of determinations of law by the inspectors;
  181         providing for the closing of polls for elections;
  182         amending s. 607.0730, F.S.; making technical changes;
  183         amending s. 607.0731, F.S.; making clarifying changes;
  184         expanding the circumstances under which a transferee
  185         is deemed to have notice of a voting agreement;
  186         amending s. 607.0732, F.S.; revising provisions
  187         relating to shareholder agreements; providing
  188         construction; repealing s. 607.07401, F.S., relating
  189         to Shareholders’ derivative actions; creating s.
  190         607.0741, F.S.; providing standing requirements for a
  191         shareholder commencing a derivative proceeding;
  192         defining the term “shareholder”; creating s. 607.0742,
  193         F.S.; relocating and revising provisions relating to a
  194         complaint brought in a proceeding in the right of a
  195         corporation; creating s. 607.0743, F.S.; authorizing a
  196         court to stay a derivative proceeding under certain
  197         circumstances; creating s. 607.0744, F.S.; relocating
  198         and revising provisions relating to the dismissal of a
  199         derivative proceeding; creating s. 607.0745, F.S.;
  200         relocating a provision relating to the discontinuance
  201         or settlement of a derivative action; creating s.
  202         607.0746, F.S.; relocating and revising provisions
  203         relating to proceeds and expenses after the
  204         termination of a derivative proceeding; creating s.
  205         607.0747, F.S.; providing applicability relating to
  206         foreign corporations; creating s. 607.0748, F.S.;
  207         authorizing a circuit court to appoint one or more
  208         persons to be custodians or receivers of and for a
  209         corporation for certain proceedings; providing
  210         guidance to the court for appointing such custodians
  211         and receivers; creating s. 607.0749, F.S.; authorizing
  212         a provisional director to be appointed at the
  213         discretion of the court in a proceeding by a
  214         shareholder and under certain circumstances; providing
  215         requirements for the provisional director; requiring
  216         the court to allow reasonable compensation paid by the
  217         corporation to the provisional director for certain
  218         services; amending s. 607.0801, F.S.; making technical
  219         changes; amending s. 607.0802, F.S.; revising
  220         provisions relating to the qualifications of
  221         directors; amending s. 607.0803, F.S.; making
  222         clarifying changes; amending s. 607.0804, F.S.;
  223         providing applicability; amending s. 607.0805, F.S.;
  224         revising provisions relating to terms of directors;
  225         amending s. 607.0806, F.S.; revising provisions
  226         relating to staggered terms for directors; amending s.
  227         607.0807, F.S.; revising provisions relating to the
  228         resignation of directors; amending s. 607.0808, F.S.;
  229         revising provisions relating to the removal of
  230         directors by shareholders; creating s. 607.08081,
  231         F.S.; authorizing circuit courts to remove a director
  232         from office and order certain relief under certain
  233         circumstances; amending s. 607.0809, F.S.; revising
  234         provisions relating to vacancies on a board of
  235         directors; amending s. 607.0820, F.S.; making
  236         technical changes; amending s. 607.0821, F.S.;
  237         revising provisions relating to action by directors
  238         without a meeting; amending s. 607.0823, F.S.;
  239         revising provisions relating to the waiver of notice
  240         of a meeting of a board of directors; amending s.
  241         607.0824, F.S.; revising provisions relating to what
  242         constitutes a quorum of the board of directors;
  243         amending s. 607.0825, F.S.; revising provisions
  244         relating to the establishment and the powers of
  245         executive and board committees; creating s. 607.0826,
  246         F.S.; authorizing a corporation to agree to submit a
  247         matter that the board of directors determines it no
  248         longer recommends to a vote of the corporation’s
  249         shareholders; amending s. 607.0830, F.S.; revising the
  250         general standards for directors; amending s. 607.0831,
  251         F.S.; revising provisions relating to the liability of
  252         directors; amending s. 607.0832, F.S.; defining terms;
  253         revising provisions relating to directors’ conflicts
  254         of interest; amending s. 607.0833, F.S.; making a
  255         technical change; amending s. 607.0834, F.S.; revising
  256         provisions relating to liability for unlawful
  257         distributions; amending s. 607.08401, F.S.;
  258         authorizing the board of directors to appoint one or
  259         more individuals to act as officers of the
  260         corporation; specifying which records must be
  261         authenticated by an officer; creating s. 607.08411,
  262         F.S.; providing general standards for officers of the
  263         corporation; amending s. 607.0842, F.S.; revising
  264         provisions relating to the resignation and removal of
  265         officers; amending s. 607.0850, F.S.; defining terms;
  266         deleting provisions relating to the indemnification of
  267         officers, directors, employees, and agents; creating
  268         s. 607.0851, F.S.; relocating and revising provisions
  269         relating to the permissible indemnification of certain
  270         persons by a corporation; creating s. 607.0852, F.S.;
  271         relocating and revising provisions relating to the
  272         mandatory indemnification of certain persons by a
  273         corporation; creating s. 607.0853, F.S.; authorizing a
  274         corporation to advance funds to pay for or reimburse
  275         certain expenses; providing requirements for the
  276         authorization of advanced funds; creating s. 607.0854,
  277         F.S.; relocating and revising provisions related to
  278         court-ordered indemnification and advance for
  279         expenses; creating s. 607.0855, F.S.; relocating and
  280         revising provisions relating to the determination and
  281         authorization of indemnification; creating s.
  282         607.0857, F.S.; relocating and revising provisions
  283         relating to a corporation purchasing and maintaining
  284         certain insurance; creating s. 607.0858, F.S.;
  285         relocating and revising provisions relating to
  286         indemnification by a corporation which is not
  287         specifically provided for by law; providing
  288         applicability; creating s. 607.0859, F.S.; relocating
  289         and revising provisions relating to overriding
  290         restrictions on indemnification; amending s. 607.0901,
  291         F.S.; revising defined terms; revising provisions
  292         related to affiliated transactions; revising
  293         applicability; amending s. 607.0902, F.S.; conforming
  294         a cross-reference; amending s. 607.1001, F.S.; making
  295         a technical change; amending s. 607.1002, F.S.;
  296         expanding the list of types of amendments a
  297         corporation’s board of directors may adopt without
  298         shareholder approval; making technical changes;
  299         amending s. 607.10025, F.S.; making technical changes;
  300         conforming a cross-reference; deleting a provision
  301         exempting corporations with less than a specified
  302         number of shareholders of record from applicability;
  303         amending s. 607.1003, F.S.; revising provisions
  304         relating to amendments to the articles of
  305         incorporation; amending s. 607.1004, F.S.; revising
  306         provisions relating to voting on amendments by voting
  307         groups; amending s. 607.1005, F.S.; requiring that a
  308         corporation have no board of directors for a majority
  309         of its incorporators to be authorized to adopt
  310         amendments to the corporation’s articles of
  311         incorporation; amending s. 607.1006, F.S.; revising
  312         provisions relating to articles of amendment; amending
  313         s. 607.1007, F.S.; revising provisions relating to
  314         restated articles of incorporation; amending s.
  315         607.1008, F.S.; revising provisions relating to an
  316         amendment pursuant to reorganization; amending s.
  317         607.1009, F.S.; specifying when new interest holder
  318         liability as a result of an amendment takes effect;
  319         amending s. 607.1020, F.S.; revising provisions
  320         relating to amendments of the bylaws by boards of
  321         directors or shareholders; amending s. 607.1021, F.S.;
  322         making a technical change; amending s. 607.1022, F.S.;
  323         revising provisions relating to bylaws that increase a
  324         quorum or voting requirement for directors; creating
  325         s. 607.1023, F.S.; authorizing a corporation to elect
  326         in its bylaws to be governed in the election of
  327         directors under certain circumstances; providing
  328         applicability; authorizing certain bylaws to be
  329         repealed by the board of directors or shareholders
  330         under certain circumstances; amending s. 607.1101,
  331         F.S.; revising provisions relating to the merger of
  332         certain corporations and eligible entities; amending
  333         s. 607.1102, F.S.; revising provisions relating to
  334         plans of share exchange; amending s. 607.1103, F.S.;
  335         revising provisions relating to actions on a plan of
  336         merger or a plan of share exchange; creating s.
  337         607.11035, F.S.; specifying when shareholder approval
  338         of a plan of merger or a plan of share exchange is not
  339         required; defining terms; amending s. 607.1104, F.S.;
  340         revising provisions relating to the mergers involving
  341         subsidiary corporations; amending s. 607.11045, F.S.;
  342         revising applicability; amending s. 607.1105, F.S.;
  343         revising provisions relating to articles of merger or
  344         share exchange; amending s. 607.1106, F.S.; revising
  345         provisions relating to the effectiveness of a merger
  346         or share exchange; amending s. 607.1107, F.S.;
  347         revising provisions relating to the abandonment of a
  348         merger or share exchange; deleting provisions relating
  349         to mergers or share exchanges with foreign
  350         corporations; repealing s. 607.1108, F.S., relating to
  351         merger of domestic corporation and other business
  352         entity; repealing s. 607.1109, F.S., relating to
  353         articles of merger; repealing s. 607.11101, F.S.,
  354         relating to the effect of a merger of domestic
  355         corporation and other business entity; repealing s.
  356         607.1112, F.S., relating to the conversion of a
  357         domestic corporation into another business entity;
  358         repealing s. 607.1113, F.S., relating to certificates
  359         of conversion; repealing s. 607.1114, F.S., relating
  360         to the effect of the conversion of a domestic
  361         corporation into another business entity; repealing s.
  362         607.1115, F.S., relating to the conversion of another
  363         business entity into a domestic corporation; creating
  364         s. 607.11920, F.S.; authorizing a foreign corporation
  365         to become a domestic corporation under certain
  366         circumstances; authorizing a domestic corporation to
  367         become a foreign corporation under certain
  368         circumstances; requiring that a plan of domestication
  369         include certain information; authorizing a
  370         domestication to include certain provisions;
  371         authorizing a plan of domestication to be made
  372         dependent upon facts objectively ascertainable outside
  373         of the plan; providing applicability; creating s.
  374         607.11921, F.S.; requiring a plan of domestication to
  375         be adopted in a certain manner; creating s. 607.11922,
  376         F.S.; requiring a domesticating corporation to sign
  377         articles of domestication under certain circumstances;
  378         requiring that the articles of domestication contain
  379         certain information; providing procedures and
  380         requirements relating to the filing of the articles of
  381         domestication and the effectiveness of the
  382         domestication; providing that certain domesticating
  383         corporations’ certificates of authority are
  384         automatically canceled upon the domestication becoming
  385         effective; providing that a copy of the articles of
  386         domestication may be filed in certain official
  387         records; creating s. 607.11923, F.S.; providing for
  388         the amendment of a plan of domestication; providing
  389         for the abandonment of a plan of domestication;
  390         creating s. 607.11924, F.S.; specifying the effects of
  391         a domestication; specifying that a domestication does
  392         not constitute or cause the dissolution of the
  393         domesticating corporation; prohibiting certain
  394         property from being diverted as a result of a
  395         domestication unless certain requirements are met;
  396         providing applicability; creating ss. 607.11930 and
  397         607.11931, F.S.; relocating and revising provisions
  398         relating to the conversion of corporations; creating
  399         s. 607.11932, F.S.; relocating and revising provisions
  400         relating to actions on plans of conversion; providing
  401         applicability; creating s. 607.11933, F.S.; relocating
  402         and revising provisions relating to articles of
  403         conversion and the effectiveness of such articles;
  404         creating s. 607.11934, F.S.; relocating and revising
  405         provisions relating to amendments to plans of
  406         conversion; creating s. 607.11935, F.S.; relocating
  407         and revising provisions relating to the effectiveness
  408         of a conversion; amending s. 607.1201, F.S.; revising
  409         provisions relating to the disposition of assets not
  410         requiring shareholder approval; amending s. 607.1202,
  411         F.S.; revising provisions relating to shareholder
  412         approval of certain dispositions; amending s.
  413         607.1301, F.S.; defining, deleting, and revising
  414         terms; amending s. 607.1302, F.S.; revising provisions
  415         relating to appraisal rights of shareholders; amending
  416         s. 607.1303, F.S.; making technical changes; amending
  417         s. 607.1320, F.S.; revising provisions relating to
  418         notice of appraisal rights; amending s. 607.1321,
  419         F.S.; revising provisions relating to notice of intent
  420         to demand payment; amending s. 607.1322, F.S.;
  421         revising provisions relating to appraisal notice and
  422         form; amending s. 607.1323, F.S.; making technical
  423         changes; amending s. 607.1324, F.S.; specifying that a
  424         shareholder ceases to have certain rights upon payment
  425         of an agreed value; amending s. 607.1326, F.S.; making
  426         technical changes; amending s. 607.1330, F.S.;
  427         revising provisions relating to court action to
  428         determine the fair value of shares and accrued
  429         interest; amending ss. 607.1331, 607.1332, and
  430         607.1333, F.S.; making technical changes; creating s.
  431         607.1340, F.S.; relocating provisions relating to
  432         certain shareholders challenging certain actions;
  433         making technical changes; amending s. 607.1401, F.S.;
  434         revising provisions relating to incorporators or
  435         directors dissolving a corporation; amending s.
  436         607.1402, F.S.; revising provisions relating to the
  437         dissolution of a corporation by the board of directors
  438         and the shareholders; amending s. 607.1403, F.S.;
  439         revising provisions relating to articles of
  440         dissolution; defining the terms “dissolved
  441         corporation” and “successor entity”; amending s.
  442         607.1404, F.S.; revising provisions relating to
  443         revocation of dissolution; amending s. 607.1405, F.S.;
  444         revising provisions relating to the effect of
  445         dissolution; amending s. 607.1406, F.S.; revising
  446         provisions relating to known claims against a
  447         dissolved corporation; defining the term “known
  448         claims”; deleting the term “successor entity”;
  449         amending s. 607.1407, F.S.; revising provisions
  450         relating to unknown claims against a dissolved
  451         corporation; creating s. 607.1408, F.S.; relocating
  452         provisions relating to claims against dissolved
  453         corporations; creating s. 607.1409, F.S.; authorizing
  454         certain dissolved corporations to file an application
  455         with the circuit court for a certain determination;
  456         providing guidelines for the proceedings; creating s.
  457         607.1410, F.S.; providing duties for directors of
  458         dissolved corporations; amending s. 607.1420, F.S.;
  459         revising provisions relating to the administrative
  460         dissolution of a corporation; repealing s. 607.1421,
  461         F.S., relating to the procedure for and effect of
  462         administrative dissolution; amending s. 607.1422,
  463         F.S.; revising provisions relating to reinstatement
  464         following administrative dissolution; amending s.
  465         607.1423, F.S.; revising provisions relating to
  466         judicial review of denials of reinstatement; amending
  467         s. 607.1430, F.S.; revising provisions relating to
  468         grounds for judicial dissolution; defining the term
  469         “shareholder”; amending s. 607.1431, F.S.; revising
  470         provisions relating to procedures for judicial
  471         dissolution; amending s. 607.1432, F.S.; revising
  472         provisions relating to receivership and custodianship;
  473         amending s. 607.1433, F.S.; revising provisions
  474         relating to judgment of dissolution; amending s.
  475         607.1434, F.S.; revising provisions relating to
  476         alternative remedies to judicial dissolution; amending
  477         s. 607.1435, F.S.; revising provisions relating to
  478         court-appointed provisional directors; amending s.
  479         607.1436, F.S.; revising provisions relating to
  480         elections to purchase instead of dissolution; amending
  481         s. 607.14401, F.S.; revising provisions relating to
  482         deposits associated with a dissolved corporation;
  483         amending s. 607.1501, F.S.; revising provisions
  484         relating to the authority of a foreign corporation to
  485         transact business in this state; creating s.
  486         607.15015, F.S.; providing for applicability of
  487         certain laws for a foreign corporation; providing that
  488         a foreign corporation may not be denied a certificate
  489         of authority for certain reasons; specifying that a
  490         certificate of authority does not authorize a foreign
  491         corporation to take certain actions; amending s.
  492         607.1502, F.S.; revising provisions relating to
  493         transacting business in this state without a
  494         certificate of authority; providing applicability;
  495         amending s. 607.1503, F.S.; revising provisions
  496         relating to applications for a certificate of
  497         authority; amending s. 607.1504, F.S.; revising
  498         provisions relating to amendments to certificates of
  499         authority; amending s. 607.1505, F.S.; revising
  500         provisions relating to the effect of a certificate of
  501         authority; amending s. 607.1506, F.S.; revising
  502         provisions relating to the corporate name of a foreign
  503         corporation; amending s. 607.1507, F.S.; revising
  504         provisions relating to the registered offices and
  505         registered agents of foreign corporations; providing a
  506         civil penalty; amending s. 607.1508, F.S.; revising
  507         provisions relating to changing the names of
  508         registered offices and registered agents of foreign
  509         corporations; amending s. 607.1509, F.S.; revising
  510         provisions relating to resignations of registered
  511         agents of foreign corporations; creating s. 607.15091,
  512         F.S.; revising provisions relating to name and address
  513         changes for registered agents of foreign corporations;
  514         creating s. 607.15092, F.S.; providing requirements
  515         for delivery of notice or other communication;
  516         amending s. 607.15101, F.S.; revising provisions
  517         relating to service of process, notice, or demand on a
  518         foreign corporation; amending s. 607.1520, F.S.;
  519         revising provisions relating to the withdrawal of a
  520         certificate of authority for a foreign corporation;
  521         requiring a foreign corporation to take certain
  522         actions to cancel its certificate of authority;
  523         creating s. 607.1521, F.S.; specifying that certain
  524         foreign corporations are deemed to have withdrawn
  525         their certificate of authority under certain
  526         circumstances; creating s. 607.1522, F.S.; requiring a
  527         foreign corporation to deliver a notice of withdrawal
  528         of a certificate of authority under certain
  529         circumstances; providing for effective service of
  530         process on such foreign corporations; creating s.
  531         607.1523, F.S.; authorizing the Department of Legal
  532         Affairs to maintain certain actions and to enjoin a
  533         foreign corporation under certain circumstances;
  534         amending s. 607.1530, F.S.; revising provisions
  535         relating to revocation of a foreign corporation’s
  536         certificate of authority; repealing s. 607.1531, F.S.,
  537         relating to the procedure for and effect of
  538         revocation; amending s. 607.15315, F.S.; revising
  539         provisions relating to reinstatement of a foreign
  540         corporation’s certificate of authority; amending s.
  541         607.1532, F.S.; revising provisions relating to
  542         judicial review of a denial of reinstatement; amending
  543         s. 607.1601, F.S.; revising provisions relating to the
  544         maintenance of corporate records; amending s.
  545         607.1602, F.S.; revising provisions relating to
  546         inspection of records by shareholders; revising the
  547         definition of the term “shareholder”; amending s.
  548         607.1603, F.S.; revising provisions relating to the
  549         scope of shareholders’ inspection rights; amending s.
  550         607.1604, F.S.; revising provisions relating to court
  551         ordered inspections; amending s. 607.1605, F.S.;
  552         revising provisions relating to directors’ inspection
  553         rights; amending s. 607.1620, F.S.; revising
  554         provisions relating to financial statements for
  555         shareholders; repealing s. 607.1621, F.S., relating to
  556         other reports to shareholders; amending s. 607.1622,
  557         F.S.; revising provisions relating to annual reports
  558         that are required to be filed with the Department of
  559         State; amending s. 607.1701, F.S.; making a technical
  560         change; revising applicability; amending s. 607.1702,
  561         F.S.; revising applicability; amending s. 607.1711,
  562         F.S.; making a technical change; repealing s.
  563         607.1801, F.S., relating to domestication of foreign
  564         corporations; amending s. 607.1907, F.S.; revising
  565         provisions relating to savings provisions; creating s.
  566         607.1908, F.S.; providing for severability; amending
  567         s. 607.504, F.S.; revising provisions relating to an
  568         election of social purpose corporation status;
  569         amending s. 607.604, F.S.; revising provisions
  570         relating to an election of benefit corporation status;
  571         conforming a cross-reference; amending s. 605.0102,
  572         F.S.; conforming a cross-reference; revising the
  573         definitions of the terms “private organic rules” and
  574         “public organic record”; amending s. 605.0105, F.S.;
  575         revising provisions relating to operating agreements;
  576         amending s. 605.0112, F.S.; revising provisions
  577         relating to names of limited liability companies;
  578         creating s. 605.01125, F.S.; authorizing a person to
  579         reserve the exclusive use of the name of a limited
  580         liability company; providing requirements for
  581         reserving the name; authorizing the department to
  582         revoke reservations under certain circumstances;
  583         amending s. 605.0113, F.S.; revising provisions
  584         relating to registered agents of limited liability
  585         companies; defining the term “authorized entity”;
  586         amending s. 605.0114, F.S.; revising provisions
  587         relating to changes of a registered agent or
  588         registered office; amending s. 605.0115, F.S.;
  589         requiring a registered agent to promptly mail a copy
  590         of a statement of resignation to a limited liability
  591         company’s or foreign limited liability company’s
  592         current mailing address; amending s. 605.0116, F.S.;
  593         making clarifying changes; amending s. 605.0117, F.S.;
  594         revising provisions relating to service of process,
  595         notice, and demand on limited liability companies and
  596         registered foreign limited liability companies;
  597         amending s. 605.0118, F.S.; conforming a provision to
  598         changes made by the act; amending s. 605.0207, F.S.;
  599         revising provisions relating to effective dates and
  600         times for records filed with the Department of State;
  601         amending s. 605.0209, F.S.; revising what a statement
  602         of correction must contain; amending s. 605.0210,
  603         F.S.; revising provisions relating to the department’s
  604         refusal to file a record; amending s. 605.0211, F.S.;
  605         revising provisions relating to certificates of status
  606         for foreign limited liability companies; amending s.
  607         605.0215, F.S.; specifying that a copy of a document
  608         filed by the department must bear the signature of the
  609         Secretary of State and the seal of this state in order
  610         to be conclusive evidence that the original document
  611         is on file with the department; amending s. 605.04092,
  612         F.S.; defining terms; revising provisions relating to
  613         conflict of interest transactions; amending s.
  614         605.0410, F.S.; conforming a cross-reference; amending
  615         s. 605.0702, F.S.; revising provisions relating to
  616         grounds for judicial dissolution of a limited
  617         liability company; amending s. 605.0706, F.S.;
  618         revising provisions relating to an election to
  619         purchase the entire interest of a petitioner instead
  620         of dissolving the limited liability company; amending
  621         s. 605.0715, F.S.; conforming a provision to changes
  622         made by the act; requiring a dissolved limited
  623         liability company to amend its articles of
  624         incorporation to change its name under certain
  625         circumstances; amending s. 605.0716, F.S.; revising
  626         provisions relating to judicial review of denial of
  627         reinstatement; amending ss. 605.0803 and 605.0903,
  628         F.S.; making clarifying changes; amending s. 605.0904,
  629         F.S.; revising provisions relating to a foreign
  630         limited liability company’s failure to have a
  631         certificate of authority; amending s. 605.0906, F.S.;
  632         requiring, rather than authorizing, certain foreign
  633         limited liability companies to use an alternate name
  634         to transact business in this state; amending s.
  635         605.0907, F.S.; revising provisions relating to
  636         foreign limited liability companies’ amendments to
  637         certificates of authority; amending s. 605.0908, F.S.;
  638         making technical changes; creating s. 605.09091, F.S.;
  639         providing requirements relating to the judicial review
  640         of denial of reinstatement for foreign limited
  641         liability companies; amending ss. 605.0910 and
  642         605.0911, F.S.; revising provisions relating to the
  643         withdrawal or cancellation of a foreign limited
  644         liability company’s certificate of authority; amending
  645         s. 605.0912, F.S.; revising provisions relating to a
  646         foreign limited liability company’s withdrawal on the
  647         dissolution, merger, or conversion to a nonfiling
  648         entity; amending ss. 605.1025 and 605.1035, F.S.;
  649         conforming cross-references; amending s. 605.1061,
  650         F.S.; making a technical change; amending s. 605.1063,
  651         F.S.; providing requirements for when an appraisal
  652         event is required to be approved by written consent of
  653         members; amending s. 605.1072, F.S.; revising
  654         provisions relating to other remedies for a member to
  655         challenge certain completed appraisal events;
  656         providing construction; amending s. 617.0302, F.S.;
  657         conforming provisions to changes made by the act;
  658         conforming a cross-reference; amending s. 617.0501,
  659         F.S.; revising provisions relating to registered
  660         offices and registered agents of corporations not for
  661         profit; defining the term “authorized entity”;
  662         creating s. 617.05015, F.S.; authorizing a person to
  663         reserve the exclusive use of the name of a corporation
  664         not for profit; providing requirements for such
  665         reservation; amending s. 617.0831, F.S.; conforming
  666         cross-references; amending ss. 617.1102 and 617.1108,
  667         F.S.; conforming provisions to changes made by the
  668         act; conforming cross-references; amending s.
  669         617.1507, F.S.; revising provisions relating to
  670         registered offices and registered agents of foreign
  671         corporations not for profit; defining the term
  672         “authorized entity”; amending s. 620.1108, F.S.;
  673         revising provisions relating to the names of certain
  674         limited partnerships; creating s. 620.11085, F.S.;
  675         authorizing a person to reserve the exclusive use of
  676         the name of a limited partnership; providing
  677         requirements for such reservation; amending ss.
  678         620.2104, 620.2108, and 620.8918, F.S.; conforming
  679         cross-references; amending s. 621.12, F.S.; revising
  680         provisions relating to the names of certain
  681         corporations and limited liability companies; amending
  682         s. 865.09, F.S.; prohibiting certain fictitious names
  683         from containing “PA”; amending s. 662.150, F.S.;
  684         conforming a provision to changes made by the act;
  685         conforming cross-references; amending ss. 331.355,
  686         339.12, 628.530, 631.0515, 658.44, 663.03, 663.403,
  687         and 694.16, F.S.; conforming cross-references;
  688         providing an effective date.
  689          
  690  Be It Enacted by the Legislature of the State of Florida:
  691  
  692         Section 1. Section 607.0101, Florida Statutes, is amended
  693  to read:
  694         607.0101 Short title; applicability.—
  695         (1) This chapter may be cited as the “Florida Business
  696  Corporation Act.”
  697         (2) Part I of this chapter contains provisions of general
  698  applicability to corporations.
  699         (3) Part II of this chapter applies to social purpose
  700  corporations.
  701         (4) Part III of this chapter applies to benefit
  702  corporations.
  703         Section 2. Section 607.0102, Florida Statutes, is amended
  704  to read:
  705         607.0102 Reservation of power to amend or repeal.—The
  706  Legislature has power to amend or repeal all or part of this
  707  chapter act at any time, and all domestic and foreign
  708  corporations subject to this chapter act shall be governed by
  709  the amendment or repeal.
  710         Section 3. Subsections (1), (2), (3), (6), (8), (9), and
  711  (10) of section 607.0120, Florida Statutes, are amended, and
  712  subsection (11) is added to that section, to read:
  713         607.0120 Filing requirements.—
  714         (1) A document must satisfy the requirements of this
  715  section and of any other section that adds to or varies these
  716  requirements to be entitled to filing by the department of
  717  State.
  718         (2) This chapter act must require or permit filing the
  719  document in the office of the department of State.
  720         (3) The document must contain the information required by
  721  this chapter and act. It may contain other information as well.
  722         (6) The document must be signed executed:
  723         (a) By a director of a domestic or foreign corporation, or
  724  by its president or by another of its officers;
  725         (b) If directors or officers have not been selected or the
  726  corporation has not been formed, by an incorporator; or
  727         (c) If the corporation is in the hands of a receiver,
  728  trustee, or other court-appointed fiduciary, by that fiduciary.
  729         (8) If the department of State has prescribed a mandatory
  730  form for the document under s. 607.0121, the document must be in
  731  or on the prescribed form.
  732         (9) The document must be delivered to the office of the
  733  department of State for filing. Delivery may be made by
  734  electronic transmission if and to the extent permitted by the
  735  department of State. If it is filed in typewritten or printed
  736  form and not transmitted electronically, the department of State
  737  may require one exact or conformed copy, to be delivered with
  738  the document, (except as provided in s. 607.1509).
  739         (10) When the document is delivered to the department of
  740  State for filing, the correct filing fee, and any other tax,
  741  license fee, or penalty required to be paid by this act or other
  742  law shall be paid or provision for payment made in a manner
  743  permitted by the department of State.
  744         (11) Whenever this chapter allows any of the terms of a
  745  plan or a filed document to be dependent on facts objectively
  746  ascertainable outside the plan or filed document, the following
  747  provisions apply:
  748         (a) The plan or filed document must set forth the manner in
  749  which the facts will operate upon the terms of the plan or filed
  750  document.
  751         (b) The facts may include, but are not limited to:
  752         1. Any of the following that are available in a nationally
  753  recognized news or information medium either in print or
  754  electronically:
  755         a. Statistical or market indices;
  756         b. Market prices of any security or group of securities;
  757         c. Interest rates;
  758         d. Currency exchange rates; and
  759         e. Similar economic or financial data;
  760         2. A determination or action by any person or body,
  761  including the corporation or any other party to a plan or filed
  762  document; or
  763         3. The terms of, or actions taken under, an agreement to
  764  which the corporation is a party, or any other agreement or
  765  document.
  766         (c) The following provisions of a plan or filed document
  767  may not be made dependent on facts outside the plan or filed
  768  document:
  769         1. The name and address of any person required in a filed
  770  document;
  771         2. The registered office of any entity required in a filed
  772  document;
  773         3. The registered agent of any entity required in a filed
  774  document;
  775         4. The number of authorized shares and designation of each
  776  class or series of shares;
  777         5. The effective date of a filed document; and
  778         6. Any required statement in a filed document of the date
  779  on which the underlying transaction was approved or the manner
  780  in which that approval was given.
  781         (d) If a provision of a filed document is made dependent on
  782  a fact ascertainable outside of the filed document, and that
  783  fact is not ascertainable by reference to a source described in
  784  subparagraph (b)1. or a document that is a matter of public
  785  record, and the affected shareholders have not received notice
  786  of the fact from the corporation, then the corporation must file
  787  with the department articles of amendment to the filed document
  788  setting forth the fact promptly after the time when the fact
  789  referred to is first ascertainable or thereafter changes.
  790  Articles of amendment under this paragraph are deemed to be
  791  authorized by the authorization of the original filed document
  792  to which they relate and may be filed by the corporation without
  793  further action by the board of directors or the shareholders.
  794         (e) As used in this subsection, the term “filed document”
  795  means a document filed with the department pursuant to this
  796  chapter, except for a document filed pursuant to ss. 607.1501
  797  607.1532; and the term “plan” means a plan of merger, a plan of
  798  share exchange, a plan of conversion, or a plan of share
  799  domestication.
  800         Section 4. Section 607.0121, Florida Statutes, is amended
  801  to read:
  802         607.0121 Forms.—
  803         (1) The department of State may prescribe and furnish on
  804  request forms for:
  805         (a) An application for certificate of status,
  806         (b) A foreign corporation’s application for certificate of
  807  authority to transact business in the state,
  808         (c) A foreign corporation’s notice of withdrawal of
  809  certificate of authority application for certificate of
  810  withdrawal, and
  811         (d) The annual report, for which the department may
  812  prescribe the use of the uniform business report, pursuant to s.
  813  606.06.
  814         (2) If the department of State so requires, the use of
  815  these forms shall be mandatory.
  816         (3)(2) The department of State may prescribe and furnish on
  817  request forms for other documents required or permitted to be
  818  filed by this chapter act, but their use is not shall not be
  819  mandatory.
  820         Section 5. Section 607.0122, Florida Statutes, is amended
  821  to read:
  822         607.0122 Fees for filing documents and issuing
  823  certificates.—The department of State shall collect the
  824  following fees when the documents described in this section are
  825  delivered to the department for filing:
  826         (1) Articles of incorporation: $35.
  827         (2) Application for registered name: $87.50.
  828         (3) Application for renewal of registered name: $87.50.
  829         (4) Corporation’s statement of change of registered agent
  830  or registered office or both if not included on the annual
  831  report: $35.
  832         (5) Designation of and acceptance by registered agent: $35.
  833         (6) Agent’s statement of resignation from active
  834  corporation: $87.50.
  835         (7) Agent’s statement of resignation from an inactive
  836  corporation: $35.
  837         (8) Amendment of articles of incorporation: $35.
  838         (9) Restatement of articles of incorporation with amendment
  839  of articles: $35.
  840         (10) Articles of merger or share exchange for each party
  841  thereto: $35.
  842         (11) Articles of dissolution: $35.
  843         (12) Articles of revocation of dissolution: $35.
  844         (13) Application for reinstatement following administrative
  845  dissolution: $600.
  846         (14) Application for certificate of authority to transact
  847  business in this state by a foreign corporation: $35.
  848         (15) Application for amended certificate of authority: $35.
  849         (16) Application for certificate of withdrawal by a foreign
  850  corporation: $35.
  851         (17) Annual report: $61.25.
  852         (18) Articles of correction: $35.
  853         (19) Application for certificate of status: $8.75.
  854         (20) Certificate of domestication of a foreign corporation:
  855  $50.
  856         (21) Certified copy of document: $52.50.
  857         (22) Serving as agent for substitute service of process:
  858  $87.50.
  859         (23) Supplemental corporate fee: $88.75.
  860         (24) Any other document required or permitted to be filed
  861  by this chapter act: $35.
  862         Section 6. Section 607.0123, Florida Statutes, is amended
  863  to read:
  864         607.0123 Effective time and date of document.—Except as
  865  otherwise provided in s. 607.0124(5), and subject to s.
  866  607.0124(4), any document delivered to the department for filing
  867  under this chapter may specify an effective time and a delayed
  868  effective date. In the case of initial articles of
  869  incorporation, a prior effective date may be specified in the
  870  articles of incorporation if such date is within 5 business days
  871  before the date of filing.
  872         (1)Subject to s. 607.0124, a document accepted for filing
  873  is effective:
  874         (a) If the filing does not specify an effective time and
  875  does not specify a prior or a delayed effective date, on the
  876  date and at the time the filing is accepted, as evidenced by the
  877  department’s endorsement of the date and time on the filing;
  878         (b) If the filing specifies an effective time, but not a
  879  prior or delayed effective date, on the date the filing is filed
  880  at the time specified in the filing;
  881         (c) If the filing specifies a delayed effective date, but
  882  not an effective time, at 12:01 a.m. on the earlier of:
  883         1. The specified date; or
  884         2. The 90th day after the date of the filing.
  885         (d) If the filing specifies a delayed effective date and an
  886  effective time, at the specified time on the earlier of:
  887         1. The specified date; or
  888         2. The 90th day after the date of the filing.
  889         (e) If the filing is of initial articles of incorporation
  890  and specifies an effective date before the date of the filing,
  891  but no effective time, at 12:01 a.m. on the later of:
  892         1. The specified date; or
  893         2. The 5th business day before the date of the filing.
  894         (f) If the filing is of initial articles of incorporation
  895  and specifies an effective time and an effective date before the
  896  date of the filing, at the specified time on the later of:
  897         1. The specified date; or
  898         2. The 5th business day before the date of the filing.
  899         (2) If a filed document does not specify the time zone or
  900  place at which the date or time, or both, is to be determined,
  901  the date or time, or both, at which it becomes effective shall
  902  be those prevailing at the place of filing in this state.
  903         (1) Except as provided in subsections (2) and (4) and in s.
  904  607.0124(3), a document accepted for filing is effective on the
  905  date and at the time of filing, as evidenced by such means as
  906  the Department of State may use for the purpose of recording the
  907  date and time of filing.
  908         (2) A document may specify a delayed effective date and, if
  909  desired, a time on that date, and if it does the document shall
  910  become effective on the date and at the time, if any, specified.
  911  If a delayed effective date is specified without specifying a
  912  time on that date, the document shall become effective at the
  913  start of business on that date. Unless otherwise permitted by
  914  this act, a delayed effective date for a document may not be
  915  later than the 90th day after the date on which it is filed.
  916         (3) If a document is determined by the department of State
  917  to be incomplete and inappropriate for filing, the department of
  918  State may return the document to the person or corporation
  919  filing it, together with a brief written explanation of the
  920  reason for the refusal to file, in accordance with s.
  921  607.0125(3). If the applicant returns the document with
  922  corrections in accordance with the rules of the department
  923  within 60 days after it was mailed to the applicant by the
  924  department and if at the time of return the applicant so
  925  requests in writing, the filing date of the document will be the
  926  filing date that would have been applied had the original
  927  document not been deficient, except as to persons who relied on
  928  the record before correction and were adversely affected
  929  thereby.
  930         (4) Corporate existence may predate the filing date,
  931  pursuant to s. 607.0203(1).
  932         Section 7. Section 607.0124, Florida Statutes, is amended
  933  to read:
  934         607.0124 Correcting filed document; withdrawal of filed
  935  record before effectiveness.—
  936         (1) A domestic or foreign corporation may correct a
  937  document filed by the department of State within 30 days after
  938  filing if:
  939         (a) The document contains an inaccuracy;
  940         (b) The document contains false, misleading, or fraudulent
  941  information;
  942         (c) The document was defectively signed executed, attested,
  943  sealed, verified, or acknowledged; or
  944         (d) The electronic transmission of the document to the
  945  department was defective.
  946         (2) A document is corrected:
  947         (a) By preparing articles of correction that:
  948         1. Describe the document (including its filing date) or
  949  attach a copy of the document to the articles of correction;
  950         2. Specify the inaccuracy or defect to be corrected; and
  951         3. Correct the inaccuracy or defect; and
  952         (b) By delivering the articles of correction to the
  953  department of State for filing, signed executed in accordance
  954  with s. 607.0120.
  955         (3) Articles of correction are effective on the effective
  956  date of the document they correct except as to persons relying
  957  on the uncorrected document and adversely affected by the
  958  correction. As to those persons, articles of correction are
  959  effective when filed.
  960         (4) Articles of correction may not contain a delayed
  961  effective date for the correction.
  962         (5) Unless otherwise provided for in s. 607.1107(2), s.
  963  607.11923(3), or s. 607.11934(3), a filing delivered to the
  964  department may be withdrawn before it takes effect by delivering
  965  a withdrawal statement to the department for filing.
  966         (a) A withdrawal statement must:
  967         1. Be signed by each person who signed the filing being
  968  withdrawn, except as otherwise agreed to by such persons;
  969         2. Identify the filing to be withdrawn; and
  970         3. If not signed by all persons who signed the filing being
  971  withdrawn, state that the filing is withdrawn in accordance with
  972  the agreement of all persons who signed the filing.
  973         (b) On the filing by the department of a withdrawal
  974  statement, the action or transaction evidenced by the original
  975  filing does not take effect.
  976         (6)(4) Articles of correction that are filed to correct
  977  false, misleading, or fraudulent information are not subject to
  978  a fee of the department of State if the articles of correction
  979  are delivered to the department of State within 15 days after
  980  the notification of filing sent pursuant to s. 607.0125(2).
  981         Section 8. Section 607.0125, Florida Statutes, is amended
  982  to read:
  983         607.0125 Filing duties of the department of State.—
  984         (1) If a document delivered to the department of State for
  985  filing satisfies the requirements of s. 607.0120, the department
  986  of State shall file it.
  987         (2) The department of State files a document by stamping or
  988  otherwise endorsing the document as filed, together with the
  989  department’s official title and recording it as filed on the
  990  date and time of receipt. After filing a document, the
  991  department of State shall send a notice of the filing or a copy
  992  of the filing to the electronic mail address on file for the
  993  domestic or foreign corporation or its authorized representative
  994  or a copy of the filed document to the mailing address of such
  995  corporation or its authorized representative. If the record
  996  changes the electronic mail address of the corporation, the
  997  department of State must send such notice to the new electronic
  998  mail address and to the most recent prior electronic mail
  999  address. If the record changes the mailing address of the
 1000  corporation, the department of State must send such notice to
 1001  the new mailing address and to the most recent prior mailing
 1002  address.
 1003         (3) If the department of State refuses to file a document,
 1004  the department it shall return the document it to the domestic
 1005  or foreign corporation or its representative within 15 days
 1006  after the document was received for filing, together with a
 1007  brief, written explanation of the reason for refusal.
 1008         (4) The department’s Department of State’s duty to file
 1009  documents under this section is ministerial. The filing or
 1010  refusing to file a document does not:
 1011         (a) Affect the validity or invalidity of the document in
 1012  whole or part;
 1013         (b) Relate to the correctness or incorrectness of
 1014  information contained in the document;
 1015         (c) Create a presumption that the document does or does not
 1016  conform to the requirements of this chapter or that the is valid
 1017  or invalid or that information contained in the document is
 1018  correct or incorrect.
 1019         (5) If not otherwise provided by law and the provisions of
 1020  this chapter act, the department of State shall determine, by
 1021  rule, the appropriate format for, number of copies of, manner of
 1022  execution of, method of electronic transmission of, and amount
 1023  of and method of payment of fees for, any document placed under
 1024  its jurisdiction.
 1025         Section 9. Section 607.0126, Florida Statutes, is amended
 1026  to read:
 1027         607.0126 Appeal from department’s Department of State’s
 1028  refusal to file document.—If the department of State refuses to
 1029  file a document delivered to its office for filing, the person
 1030  who submitted the document for filing may petition the Circuit
 1031  Court of Leon County to compel filing of the document. The
 1032  document and the explanation from the department of the refusal
 1033  to file must be attached to the petition. The court may decide
 1034  the matter in a summary proceeding and within 30 days after
 1035  return of the document by the department by mail, as evidenced
 1036  by the postmark, the domestic or foreign corporation may:
 1037         (1) Appeal the refusal pursuant to s. 120.68; or
 1038         (2) Appeal the refusal to the circuit court of the county
 1039  where the corporation’s principal office (or, if none in this
 1040  state, its registered office) is or will be located. The appeal
 1041  is commenced by petitioning the court to compel filing the
 1042  document and by attaching to the petition the document and the
 1043  Department of State’s explanation of its refusal to file. The
 1044  matter shall promptly be tried de novo by the court without a
 1045  jury. the court may summarily order the department of State to
 1046  file the document or take other action the court considers
 1047  appropriate. The court’s final decision may be appealed as in
 1048  other civil proceedings.
 1049         Section 10. Section 607.0127, Florida Statutes, is amended
 1050  to read:
 1051         607.0127 Certificates to be received in evidence;
 1052  evidentiary effect of certified copy of filed document.—All
 1053  certificates issued by the department pursuant to this chapter
 1054  must be taken and received in all courts, public offices, and
 1055  official bodies as prima facie evidence of the facts stated. A
 1056  certificate the department from the Department of State
 1057  delivered with a copy of a document filed by the department,
 1058  bearing the signature of the secretary of state, which may be in
 1059  facsimile, and the seal of the state, Department of State is
 1060  conclusive evidence that the original document is on file with
 1061  the department.
 1062         Section 11. Section 607.0128, Florida Statutes, is amended
 1063  to read:
 1064         607.0128 Certificate of status.—
 1065         (1)The department, upon request and payment of the
 1066  requisite fee, shall issue a certificate of status for a
 1067  corporation if the records filed in the department show that the
 1068  department has accepted and filed the corporation’s articles of
 1069  incorporation. A certificate of status must state the following:
 1070         (a)The corporation’s name.
 1071         (b)That the corporation was organized under the laws of
 1072  this state and the date of organization.
 1073         (c)Whether all fees due to the department under this
 1074  chapter have been paid.
 1075         (d)Whether the corporation’s most recent annual report
 1076  required under s. 607.1622 has been filed by the department.
 1077         (e)Whether the department has administratively dissolved
 1078  the corporation or received a record notifying the department
 1079  that the corporation has been dissolved by judicial action
 1080  pursuant to s. 607.1433.
 1081         (f)Whether the department has filed articles of
 1082  dissolution for the corporation.
 1083         (2)The department, upon request and payment of the
 1084  requisite fee, shall furnish a certificate of status for a
 1085  foreign corporation if the records filed show that the
 1086  department has filed a certificate of authority. A certificate
 1087  of status for a foreign corporation must state the following:
 1088         (a)The foreign corporation’s name and any current
 1089  alternate name adopted pursuant to s. 607.1506 for use in this
 1090  state.
 1091         (b)That the foreign corporation is authorized to transact
 1092  business in this state.
 1093         (c)Whether all fees and penalties due to the department
 1094  under this chapter or other law have been paid.
 1095         (d)Whether the foreign corporation’s most recent annual
 1096  report required under s. 607.1622 has been filed by the
 1097  department.
 1098         (e)Whether the department has:
 1099         1.Revoked the foreign corporation’s certificate of
 1100  authority; or
 1101         2.Filed a notice of withdrawal of certificate of authority
 1102         (1) Anyone may apply to the Department of State to furnish
 1103  a certificate of status for a domestic corporation or a
 1104  certificate of authorization for a foreign corporation.
 1105         (2) A certificate of status or authorization sets forth:
 1106         (a) The domestic corporation’s corporate name or the
 1107  foreign corporation’s corporate name used in this state;
 1108         (b)1. That the domestic corporation is duly incorporated
 1109  under the law of this state and the date of its incorporation,
 1110  or
 1111         2. That the foreign corporation is authorized to transact
 1112  business in this state;
 1113         (c) That all fees and penalties owed to the department have
 1114  been paid, if:
 1115         1. Payment is reflected in the records of the department,
 1116  and
 1117         2. Nonpayment affects the existence or authorization of the
 1118  domestic or foreign corporation;
 1119         (d) That its most recent annual report required by s.
 1120  607.1622 has been delivered to the department; and
 1121         (e) That articles of dissolution have not been filed.
 1122         (3) Subject to any qualification stated in the certificate,
 1123  a certificate of status or authorization issued by the
 1124  department is may be relied upon as conclusive evidence that the
 1125  domestic or foreign corporation is in existence and is of active
 1126  status in this state or that the foreign corporation is
 1127  authorized to transact business in this state and is of active
 1128  status in this state.
 1129         Section 12. Section 607.0130, Florida Statutes, is amended
 1130  to read:
 1131         607.0130 Powers of department of State.—
 1132         (1) The Department of State may propound to any corporation
 1133  subject to the provisions of this act, and to any officer or
 1134  director thereof, such interrogatories as may be reasonably
 1135  necessary and proper to enable it to ascertain whether the
 1136  corporation has complied with all applicable provisions of this
 1137  act. Such interrogatories must be answered within 30 days after
 1138  mailing or within such additional time as fixed by the
 1139  department. Answers to interrogatories must be full and
 1140  complete, in writing, and under oath. Interrogatories directed
 1141  to an individual must be answered by the individual, and
 1142  interrogatories directed to a corporation must be answered by
 1143  the president, vice president, secretary, or assistant
 1144  secretary.
 1145         (2) The Department of State is not required to file any
 1146  document:
 1147         (a) To which interrogatories, as propounded pursuant to
 1148  subsection (1), relate, until the interrogatories are answered
 1149  in full;
 1150         (b) When interrogatories or other relevant evidence
 1151  discloses that such document is not in conformity with the
 1152  provisions of this act; or
 1153         (c) When the department has determined that the parties to
 1154  such document have not paid all fees, taxes, and penalties due
 1155  and owing this state.
 1156         (3) The Department of State may, based upon its findings
 1157  hereunder or as provided in s. 213.053(15), bring an action in
 1158  circuit court to collect any penalties, fees, or taxes
 1159  determined to be due and owing the state and to compel any
 1160  filing, qualification, or registration required by law. In
 1161  connection with such proceeding the department may, without
 1162  prior approval by the court, file a lis pendens against any
 1163  property owned by the corporation and may further certify any
 1164  findings to the Department of Legal Affairs for the initiation
 1165  of any action permitted pursuant to s. 607.0505 which the
 1166  Department of Legal Affairs may deem appropriate.
 1167         (4) The department of State shall have the power and
 1168  authority reasonably necessary to enable it to administer this
 1169  act efficiently, to perform the duties herein imposed upon it,
 1170  and to promulgate reasonable rules necessary to carry out its
 1171  duties and functions under this chapter act.
 1172         Section 13. Section 607.01401, Florida Statutes, is amended
 1173  to read:
 1174         607.01401 Definitions.—As used in this chapter act, unless
 1175  the context otherwise requires, the term:
 1176         (1) “Acquired eligible entity” means a domestic or foreign
 1177  eligible entity that will have all of one or more classes or
 1178  series of its shares or eligible interests acquired in a share
 1179  exchange.
 1180         (2) “Acquiring eligible entity” means a domestic or foreign
 1181  eligible entity that will acquire all of one or more classes or
 1182  series of shares or eligible interests of the acquired eligible
 1183  entity in a share exchange.
 1184         (3) “Applicable county” means: the county in this state in
 1185  which a corporation’s principal office is located or was located
 1186  when an action is or was commenced; if the corporation has, and
 1187  at the time of such action had, no principal office in this
 1188  state, then in the county in which the corporation has, or at
 1189  the time of such action had, an office in this state; or if the
 1190  corporation does not have an office in this state, then in the
 1191  county in which the corporation’s registered office is or was
 1192  last located.
 1193         (4) “Articles of incorporation” includes original, amended,
 1194  and restated articles of incorporation, articles of share
 1195  exchange, and articles of merger, and all amendments thereto.
 1196  When used with respect to a foreign corporation, the term means
 1197  the document of the foreign corporation that is equivalent to
 1198  the articles of incorporation of a domestic corporation.
 1199         (5) “Authorized entity” means:
 1200         (a) A corporation for profit;
 1201         (b) A limited liability company;
 1202         (c) A limited liability partnership; or
 1203         (d) A limited partnership, including a limited liability
 1204  limited partnership.
 1205         (6)(2) “Authorized shares” means the shares of all classes
 1206  a domestic or foreign corporation is authorized to issue.
 1207         (7) “Beneficial shareholder” means a person who owns the
 1208  beneficial interest in shares. Such person may be a record
 1209  shareholder or a person on whose behalf shares are registered in
 1210  the name of an intermediary or nominee.
 1211         (8)(3) “Business day” means Monday through Friday,
 1212  excluding any day a national banking association is not open for
 1213  normal business transactions.
 1214         (9)(4) “Conspicuous” means so written, displayed, or
 1215  presented that a reasonable person against whom the writing is
 1216  to operate should have noticed it. For example, text printing in
 1217  italics, boldface, or a contrasting color, or typing in
 1218  capitals, or underlined text, is conspicuous.
 1219         (10) “Conversion” means a transaction pursuant to ss.
 1220  607.11930-607.11935.
 1221         (11) “Converted eligible entity” means the converting
 1222  eligible entity as it continues in existence after a conversion.
 1223         (12) “Converting eligible entity” means the domestic
 1224  corporation that approves a plan of conversion pursuant to s.
 1225  607.11932, or a foreign eligible entity that approves a
 1226  conversion pursuant to the organic law of the foreign eligible
 1227  entity.
 1228         (13)(5) “Corporation” or “domestic corporation” means a
 1229  corporation for profit, which is not a foreign corporation,
 1230  incorporated under this chapter or subject to the provisions of
 1231  this act.
 1232         (14)(6) “Day” means a calendar day.
 1233         (15)(7) “Deliver” or “delivery” means any method of
 1234  delivery used in conventional commercial practice, including
 1235  delivery by hand, mail, commercial delivery, and, if authorized
 1236  under s. 607.0141, electronic transmission.
 1237         (16) “Department” means the Florida Department of State.
 1238         (17) “Derivative proceeding” means a civil suit in the
 1239  right of a domestic corporation or, to the extent provided in s.
 1240  607.0747, in the right of a foreign corporation.
 1241         (18)(8) “Distribution” means a direct or indirect transfer
 1242  of money or other property (except its own shares) or incurrence
 1243  of indebtedness by a corporation to or for the benefit of its
 1244  shareholders in respect of any of its shares. A distribution may
 1245  be in the form of: a declaration or payment of a dividend; a
 1246  purchase, redemption, or other acquisition of shares; a
 1247  distribution of indebtedness; a distribution in liquidation; or
 1248  otherwise.
 1249         (19) “Document” means:
 1250         (a) Any tangible medium on which information is inscribed,
 1251  and includes any writing or written instrument; or
 1252         (b) An electronic record.
 1253         (20) “Domestic” means, with respect to an entity, an entity
 1254  governed as to its internal affairs by the laws of this state.
 1255         (21) “Domesticated corporation” means the domesticating
 1256  corporation as it continues in existence after a domestication.
 1257         (22) “Domesticating corporation” means a domestic
 1258  corporation that approves a plan of domestication pursuant to s.
 1259  607.11921, or a foreign corporation that approves a
 1260  domestication pursuant to the organic law of the foreign
 1261  corporation.
 1262         (23) Domestication” means a transaction pursuant to ss.
 1263  607.11920-607.11924.
 1264         (24) Effective date” means, when referring to a document
 1265  accepted for filing by the department, the date and time
 1266  determined in accordance with s. 607.0123.
 1267         (25) “Electronic” means relating to technology having
 1268  electrical, digital, magnetic, wireless, optical,
 1269  electromagnetic, or similar capabilities.
 1270         (26) “Electronic record” means information that is stored
 1271  in an electronic or other medium and is retrievable in paper
 1272  form through an automated process used in conventional
 1273  commercial practice, unless otherwise authorized under s.
 1274  607.0141.
 1275         (27)(9) “Electronic transmission” or “electronically
 1276  transmitted” means any form or process of communication not
 1277  directly involving the physical transfer of paper or another
 1278  tangible medium, which:
 1279         (a)that Is suitable for the retention, retrieval, and
 1280  reproduction of information by the recipient; and
 1281         (b) Is retrievable in paper form by the recipient through
 1282  an automated process used in conventional commercial practice,
 1283  unless otherwise authorized under s. 607.0141.
 1284  
 1285  For purposes of proxy voting in accordance with ss. 607.0721,
 1286  607.0722, and 607.0724, the term includes, but is not limited
 1287  to, telegrams, cablegrams, telephone transmissions, and
 1288  transmissions through the Internet.
 1289         (28)(a)“Eligible entity” means:
 1290         1. A domestic corporation;
 1291         2. A foreign corporation;
 1292         3. A non-profit corporation;
 1293         4.A general partnership, including a limited liability
 1294  partnership;
 1295         5. A limited partnership, including a limited liability
 1296  limited partnership;
 1297         6. A limited liability company;
 1298         7. A real estate investment trust; or
 1299         8. Any other foreign or domestic entity that is organized
 1300  under an organic law.
 1301         (b) The term does not include:
 1302         1. An individual;
 1303         2. A trust with a predominantly donative purpose or a
 1304  charitable trust;
 1305         3. An association or relationship that is not a partnership
 1306  solely by reason of s. 620.8202(2) or a similar provision of the
 1307  law of another jurisdiction;
 1308         4. A decedent’s estate; or
 1309         5. A government or a governmental subdivision, agency or
 1310  instrumentality.
 1311         (29) “Eligible interests” means interests or memberships.
 1312         (30)(10) “Employee” includes an officer but not a director.
 1313  A director may accept duties that make him or her also an
 1314  employee.
 1315         (31)(11) “Entity” includes corporation and foreign
 1316  corporation; unincorporated association; business trust, estate,
 1317  limited liability company, partnership, trust, and two or more
 1318  persons having a joint or common economic interest; and state,
 1319  United States, and foreign governments.
 1320         (32) “Expenses” means reasonable expenses of any kind that
 1321  are incurred in connection with a matter.
 1322         (33) The phrase “facts objectively ascertainable outside
 1323  the plan or filed document” shall be interpreted as set forth in
 1324  s. 607.0120(11).
 1325         (34) “Filing entity” means an entity, other than a limited
 1326  liability partnership, that is of a type that is created by
 1327  filing a public organic record or is required to file a public
 1328  organic record that evidences its creation.
 1329         (35) “Foreign” means, with respect to an entity, an entity
 1330  governed as to its internal affairs by the organic law of a
 1331  jurisdiction other than this state.
 1332         (36)(12) “Foreign corporation” means an entity incorporated
 1333  or organized under laws other than the laws of this state which
 1334  would be a corporation for profit if incorporated under laws
 1335  other than the laws of this state.
 1336         (37) “Foreign nonprofit corporation” means an entity
 1337  incorporated or organized under laws other than the laws of this
 1338  state which would be a nonprofit corporation if incorporated
 1339  under the laws of this state.
 1340         (38)(13) “Governmental subdivision” includes authority,
 1341  county, district, and municipality.
 1342         (39) “Governor” means:
 1343         (a) A director of a corporation for profit;
 1344         (b) A director or trustee of a nonprofit corporation;
 1345         (c) A general partner of a general partnership;
 1346         (d) A general partner of a limited partnership;
 1347         (e) A manager of a manager-managed limited liability
 1348  company;
 1349         (f) A member of a member-managed limited liability company;
 1350         (g)A director or a trustee of a real estate investment
 1351  trust; or
 1352         (h) Any other person under whose authority the powers of an
 1353  entity are exercised and under whose direction the activities
 1354  and affairs of the entity are managed pursuant to the organic
 1355  law and organic rules of the entity.
 1356         (40)(14) “Includes” “or including” denotes a partial
 1357  definition or a non-exclusive list.
 1358         (41)(15) “Individual” includes the estate of an incompetent
 1359  or deceased individual.
 1360         (42)(16) “Insolvent” means either:
 1361         (a) The inability of a corporation to pay its debts as they
 1362  become due in the usual course of its business; or
 1363         (b) The value of the corporation’s total assets are less
 1364  than the sum of its total liabilities, at fair valuation.
 1365         (43) “Interest” means:
 1366         (a) A share in a corporation for profit;
 1367         (b) A membership in a nonprofit corporation;
 1368         (c)A partnership interest in a general partnership,
 1369  including a limited liability partnership;
 1370         (d) A partnership interest in a limited partnership,
 1371  including a limited liability limited partnership;
 1372         (e) A membership interest in a limited liability company;
 1373         (f)A share or beneficial interest in a real estate
 1374  investment trust;
 1375         (g) A member’s interest in a limited cooperative
 1376  association;
 1377         (h) A beneficial interest in a statutory trust, business
 1378  trust, or common law business trust; or
 1379         (i) A governance interest or distributional interest in
 1380  another entity.
 1381         (44) “Interest holder” means:
 1382         (a) A shareholder of a corporation for profit;
 1383         (b) A member of a nonprofit corporation;
 1384         (c) A general partner of a general partnership;
 1385         (d) A general partner of a limited partnership;
 1386         (e) A limited partner of a limited partnership;
 1387         (f) A member of a limited liability company;
 1388         (g) A shareholder or beneficial owner of a real estate
 1389  investment trust;
 1390         (h) A beneficiary or beneficial owner of a statutory trust,
 1391  business trust, or common law business trust; or
 1392         (i) Another direct holder of an interest.
 1393         (45) “Interest holder liability” means:
 1394         (a) Personal liability for a liability of an entity which
 1395  is imposed on a person:
 1396         1. Solely by reason of the status of the person as an
 1397  interest holder; or
 1398         2. By the organic rules of the entity which make one or
 1399  more specified interest holders or categories of interest
 1400  holders liable in their capacity as interest holders for all or
 1401  specified liabilities of the entity.
 1402         (b) An obligation of an interest holder under the organic
 1403  rules of an entity to contribute to the entity.
 1404  
 1405  For purposes of this subsection, except as otherwise provided in
 1406  the articles of incorporation of a domestic corporation or the
 1407  organic law or organic rules of an entity, interest holder
 1408  liability arises under paragraph (a) when the corporation or
 1409  entity, as applicable, incurs the liability.
 1410         (46) “Jurisdiction of formation” means, with respect to an
 1411  entity:
 1412         (a) The jurisdiction under whose organic law the entity is
 1413  formed, incorporated, or created or otherwise comes into being;
 1414  however, for these purposes, if an entity exists under the law
 1415  of a jurisdiction different from the jurisdiction under which
 1416  the entity originally was formed, incorporated, or created or
 1417  otherwise came into being, then the jurisdiction under which the
 1418  entity then exists is treated as the jurisdiction of formation;
 1419  or
 1420         (b) In the case of a limited liability partnership or
 1421  foreign limited liability partnership, the jurisdiction in which
 1422  the partnership’s statement of qualification or equivalent
 1423  document is filed.
 1424         (47)(17) “Mail” means the United States mail, facsimile
 1425  transmissions, and private mail carriers handling nationwide
 1426  mail services.
 1427         (48)(18) “Means” denotes an exhaustive definition.
 1428         (49) “Membership” means the rights of a member in a
 1429  domestic or foreign nonprofit corporation.
 1430         (50) “Merger” means a transaction pursuant to s. 607.1101.
 1431         (51) “New interest holder liability, in the context of a
 1432  merger or share exchange, means interest holder liability of a
 1433  person resulting from a merger or share exchange that is:
 1434         (a) In respect of an eligible entity which is different
 1435  from the eligible entity and not the same eligible entity in
 1436  which the person held shares or eligible interests, immediately
 1437  before the merger or share exchange became effective; or
 1438         (b) In respect of the same eligible entity as the one in
 1439  which the person held shares or eligible interests, immediately
 1440  before the merger or share exchange became effective if:
 1441         1. The person did not have interest holder liability
 1442  immediately before the merger or share exchange became
 1443  effective; or
 1444         2. The person had interest holder liability immediately
 1445  before the merger or share exchange became effective, the terms
 1446  and conditions of which were changed when the merger or share
 1447  exchange became effective.
 1448         (52) “Nonprofit corporation” or “domestic nonprofit
 1449  corporation” means a corporation incorporated under the laws of
 1450  this state and subject to the provisions of chapter 617.
 1451         (53) Organic law” means the laws of the jurisdiction in
 1452  which the entity was formed.
 1453         (54)Organic rules” means the public organic record and
 1454  private organic rules of an entity.
 1455         (55) Party to a merger” means any domestic or foreign
 1456  entity that will merge under a plan of merger. The term does not
 1457  include a survivor created by the merger.
 1458         (56)(19) “Person” includes an individual and an entity.
 1459         (57)(20) “Principal office” means the office (in or out of
 1460  this state) where the principal executive offices of a domestic
 1461  or foreign corporation are located as designated in the articles
 1462  of incorporation or other initial filing until an annual report
 1463  has been filed, and thereafter as designated in the annual
 1464  report.
 1465         (58) “Private organic rules” means the rules, whether or
 1466  not in a record, which govern the internal affairs of an entity,
 1467  are binding on all its interest holders, and are not part of its
 1468  public organic record, if any. If the private organic rules are
 1469  amended or restated, the term means the private organic rules as
 1470  last amended or restated. The term includes:
 1471         (a) The bylaws of a corporation for profit;
 1472         (b) The bylaws of a nonprofit corporation;
 1473         (c) The partnership agreement of a general partnership;
 1474         (d) The partnership agreement of a limited partnership;
 1475         (e) The operating agreement, limited liability company
 1476  agreement, or similar agreement of a limited liability company;
 1477         (f) The bylaws, trust instrument, or similar rules of a
 1478  real estate investment trust; and
 1479         (g) The trust instrument of a statutory trust or similar
 1480  rules of a business trust or common law business trust.
 1481         (59)(21) “Proceeding” includes a civil suit, a criminal
 1482  action, an administrative action, and an and criminal,
 1483  administrative, and investigatory action.
 1484         (60) “Protected agreement” means:
 1485         (a) A record evidencing indebtedness and any related
 1486  agreement in effect on January 1, 2020;
 1487         (b) An agreement that is binding on an entity on January 1,
 1488  2020;
 1489         (c) The organic rules of an entity in effect on January 1,
 1490  2020; or
 1491         (d) An agreement that is binding on any of the governors or
 1492  interest holders of an entity on January 1, 2020.
 1493         (61) “Public organic record” means a record, the filing of
 1494  which by a governmental body is required to form an entity, or
 1495  an amendment to or restatement of such record. Where a public
 1496  organic record has been amended or restated, the term means the
 1497  public organic record as last amended or restated. The term
 1498  includes the following:
 1499         (a) The articles of incorporation of a corporation for
 1500  profit;
 1501         (b) The articles of incorporation of a nonprofit
 1502  corporation;
 1503         (c) The certificate of limited partnership of a limited
 1504  partnership;
 1505         (d) The articles of organization, certificate of
 1506  organization, or certificate of formation of a limited liability
 1507  company;
 1508         (e) The articles of incorporation of a general cooperative
 1509  association or a limited cooperative association;
 1510         (f) The certificate of trust of a statutory trust or
 1511  similar record of a business trust; or
 1512         (g) The articles of incorporation of a real estate
 1513  investment trust.
 1514         (62) Record, if used as a noun, means information that is
 1515  inscribed on a tangible medium or that is stored in an
 1516  electronic or other medium and is retrievable in perceivable
 1517  form.
 1518         (63)(22) “Record date” means the date fixed for determining
 1519  on which a corporation determines the identity of the
 1520  corporation’s its shareholders and their share holdings for
 1521  purposes of this chapter. Unless another time is specified when
 1522  the record date is fixed, act. the determination shall be made
 1523  as of the close of the business at the principal office of the
 1524  corporation on the date so on the record date unless another
 1525  time is fixed.
 1526         (64) “Record shareholder” means:
 1527         (a) The person in whose name shares are registered in the
 1528  records of the corporation; or
 1529         (b) The person identified as a beneficial owner of shares
 1530  in the beneficial ownership certificate under s. 607.0723 on
 1531  file with the corporation to the extent of the rights granted by
 1532  such certificate.
 1533         (65)(23) “Secretary” means the corporate officer to whom
 1534  the board of directors has delegated responsibility under s.
 1535  607.08401 to maintain for custody of the minutes of the meetings
 1536  of the board of directors and of the shareholders and for
 1537  authenticating records of the corporation.
 1538         (66) “Secretary of state” means the Secretary of State of
 1539  the State of Florida.
 1540         (67)(24) “Shareholder” or “stockholder” means a record
 1541  shareholder one who is a holder of record of shares in a
 1542  corporation or the beneficial owner of shares to the extent of
 1543  the rights granted by a nominee certificate on file with a
 1544  corporation.
 1545         (68)(25) “Shares” means the units into which the
 1546  proprietary interests in a corporation are divided.
 1547         (69) “Share exchange” means a transaction pursuant to s.
 1548  607.1102.
 1549         (70)(26) “Sign” or “signature” means, with present intent
 1550  to authenticate or adopt a document:
 1551         (a) To execute or adopt a tangible symbol on a document,
 1552  which includes any manual facsimile or conformed signature; or
 1553         (b) To attach or to logically associate with an electronic
 1554  transmission an electronic sound, symbol, or process, which
 1555  includes an electronic signature in an electronic transmission
 1556  any symbol, manual, facsimile, conformed, or electronic
 1557  signature adopted by a person with the intent to authenticate a
 1558  document.
 1559         (71)(27) “State,” when referring to a part of the United
 1560  States, includes a state and commonwealth (and their agencies
 1561  and governmental subdivisions) and a territory and insular
 1562  possession (and their agencies and governmental subdivisions) of
 1563  the United States.
 1564         (72)(28) “Subscriber” means a person who subscribes for
 1565  shares in a corporation, whether before or after incorporation.
 1566         (73) “Survivor,” in a merger, means the domestic or foreign
 1567  eligible entity into which one or more other eligible entities
 1568  are merged.
 1569         (74)(29) “Treasury shares” means shares of a corporation
 1570  that belong to the issuing corporation, which shares are
 1571  authorized and issued shares that are not outstanding, are not
 1572  canceled, and have not been restored to the status of authorized
 1573  but unissued shares.
 1574         (75) “Type of entity” means a generic form of entity
 1575  either:
 1576         (a) Recognized at common law; or
 1577         (b) Formed under an organic law, regardless of whether some
 1578  entities formed under that organic law are subject to provisions
 1579  of that law that create different categories of the form of
 1580  entity.
 1581         (76)(30) “United States” includes district, authority,
 1582  bureau, commission, department, and any other agency of the
 1583  United States.
 1584         (77) “Unrestricted voting trust beneficial owner” means,
 1585  with respect to any shareholder rights, a voting trust
 1586  beneficial owner whose entitlement to exercise the shareholder
 1587  right in question is not inconsistent with the voting trust
 1588  agreement.
 1589         (78)(31) “Voting group” means all shares of one or more
 1590  classes or series that under the articles of incorporation or
 1591  this chapter act are entitled to vote and be counted together
 1592  collectively on a matter at a the meeting of shareholders. All
 1593  shares entitled by the articles of incorporation or this chapter
 1594  act to vote generally on the matter are for that purpose a
 1595  single voting group.
 1596         (79) “Voting trust beneficial owner” means an owner of a
 1597  beneficial interest in shares of the corporation held in a
 1598  voting trust established pursuant to s. 607.0730(1).
 1599         (80) “Writing” means printing, typewriting, electronic
 1600  communication, or other communication that is reducible to a
 1601  tangible form. The term “written” has the corresponding meaning.
 1602         Section 14. Section 607.0141, Florida Statutes, is amended
 1603  to read:
 1604         607.0141 Notice.—
 1605         (1)(a) Notice under this chapter act must be in writing,
 1606  unless oral notice is:
 1607         1.(a) Expressly authorized by the articles of incorporation
 1608  or the bylaws;, and
 1609         2.(b) Reasonable under the circumstances.
 1610         (b) Unless otherwise agreed upon between the sender and the
 1611  recipient, words in a notice or other communication under this
 1612  chapter must be in English.
 1613         (c) Notice by electronic transmission is written notice.
 1614         (2) A notice or other communication may be given by any
 1615  method of delivery, including voice mail where oral notice is
 1616  allowed, except that electronic transmissions must be in
 1617  accordance with this section Notice may be communicated in
 1618  person; by telephone, voice mail (where oral notice is
 1619  permitted), or other electronic means; or by mail or other
 1620  method of delivery.
 1621         (3)(a) Written notice by a domestic or foreign corporation
 1622  authorized to transact business in this state to its
 1623  shareholder, if in a comprehensible form, is effective:
 1624         1. Upon deposit into the United States mail, if mailed
 1625  postpaid and correctly addressed to the shareholder’s address
 1626  shown in the corporation’s current record of shareholders; or
 1627         2. When electronically transmitted to the shareholder in a
 1628  manner authorized by the shareholder.
 1629         (b) Unless otherwise provided in the articles of
 1630  incorporation or bylaws, and without limiting the manner by
 1631  which notice otherwise may be given effectively to shareholders,
 1632  any notice to shareholders given by the corporation under any
 1633  provision of this chapter, the articles of incorporation, or the
 1634  bylaws shall be effective if given by a single written notice to
 1635  shareholders who share an address if consented to by the
 1636  shareholders at that address to whom such notice is given. Any
 1637  such consent shall be revocable by a shareholder by written
 1638  notice to the corporation, and if a written notice of revocation
 1639  is delivered to the corporation, the corporation must begin
 1640  providing individual notices, reports, and other statements to
 1641  the revoking shareholder no later than 30 days after delivery of
 1642  the written notice of revocation.
 1643         (c) Any shareholder who fails to object in writing to the
 1644  corporation, within 60 days after having been given written
 1645  notice by the corporation of its intention to send the single
 1646  notice permitted under paragraph (b), shall be deemed to have
 1647  consented to receiving such single written notice.
 1648         (d) This subsection shall not apply to s. 607.0620, s.
 1649  607.1402, or s. 607.1404.
 1650         (4) Written notice to a domestic corporation or to a
 1651  foreign corporation authorized to transact business in this
 1652  state may be addressed:
 1653         (a) To its registered agent at the corporation’s its
 1654  registered office; or
 1655         (b) To the corporation or the corporation’s its secretary
 1656  at the corporation’s its principal office or electronic mail
 1657  address as authorized and shown in its most recent annual report
 1658  or, in the case of a corporation that has not yet delivered an
 1659  annual report, in a domestic corporation’s articles of
 1660  incorporation or in a foreign corporation’s application for
 1661  certificate of authority.
 1662         (5)(a) Except as provided in subsection (3) or elsewhere in
 1663  this chapter act, written notice, if in a comprehensible form,
 1664  is effective at the earliest date of the following:
 1665         1.(a) When received;
 1666         2.(b) Five days after its deposit in the United States
 1667  mail, if mailed postpaid and correctly addressed; or
 1668         3.(c) On the date shown on the return receipt, if sent by
 1669  registered or certified mail, return receipt requested, and the
 1670  receipt is signed by or on behalf of the addressee; or
 1671         4.When it enters an information processing system that the
 1672  recipient has designated or uses for the purposes of receiving
 1673  electronic transmissions or information of the type sent, and
 1674  from which the recipient is able to retrieve the electronic
 1675  transmission, and it is in a form capable of being processed by
 1676  that system.
 1677         (b) Except as provided elsewhere in this chapter, oral
 1678  notice is effective when communicated directly to the person to
 1679  be notified in a comprehensible manner.
 1680         (6) Except with respect to notice to directors by the
 1681  corporation, notice or other communications may be delivered by
 1682  electronic transmission if consented to by the recipient or if
 1683  authorized by subsection (7). Notice or other communication to
 1684  directors by the corporation may be delivered by electronic
 1685  transmission if consented to by the recipient director; however,
 1686  if the articles or bylaws require or authorize electronic
 1687  transmission of notice or other communication to a director by
 1688  the corporation, then no consent by the director recipient is
 1689  required for the corporation to deliver notice or other
 1690  communications to the director by electronic transmission.
 1691         (7) A notice or other communication may be in the form of
 1692  an electronic transmission that cannot be directly reproduced in
 1693  paper form by the recipient through an automated process used in
 1694  conventional commercial practice only if:
 1695         (a) The electronic transmission is otherwise retrievable in
 1696  perceivable form; and
 1697         (b) The sender and the recipient have consented in writing
 1698  to the use of such form of electronic transmission.
 1699         (8) Any consent under subsection (7) may be revoked by the
 1700  person who consented by written or electronic notice to the
 1701  person to whom the consent was delivered. Any such consent shall
 1702  be deemed revoked if:
 1703         (a) The corporation is unable to deliver two consecutive
 1704  electronic transmissions given by the corporation in accordance
 1705  with such consent; and
 1706         (b) Such inability becomes known to the secretary or
 1707  assistant secretary of the corporation or to the transfer agent,
 1708  or other person responsible for the giving of notice or other
 1709  communications; provided, however, that the inadvertent failure
 1710  to treat such inability as a revocation does not invalidate any
 1711  meeting or other action.
 1712         (9) Receipt of an electronic acknowledgment from an
 1713  information processing system described in paragraph (5)(d)
 1714  establishes that an electronic transmission was received, but,
 1715  by itself, does not establish that the content sent corresponds
 1716  to the content received.
 1717         (10) An electronic transmission is received under this
 1718  section even if no person is aware of its receipt Oral notice is
 1719  effective when communicated if communicated directly to the
 1720  person to be notified in a comprehensible manner.
 1721         (11)(7) If this act prescribes notice requirements for
 1722  notices or other communications in particular circumstances,
 1723  those requirements govern. If articles of incorporation or
 1724  bylaws prescribe notice requirements for notices or other
 1725  communications not less stringent than the requirements of this
 1726  section or other provisions of this act, those requirements
 1727  govern. The articles of incorporation or bylaws may authorize or
 1728  require delivery of notices of meetings of directors by
 1729  electronic transmission.
 1730         (12)In the event that any provisions of this chapter are
 1731  deemed to modify, limit, or supersede the federal Electronic
 1732  Signatures in Global and National Commerce Act, 15 U.S.C. s.
 1733  7001 et seq., the provisions of this chapter shall control to
 1734  the maximum extent permitted by section 102(a)(2) of that
 1735  federal act.
 1736         Section 15. Section 607.0143, Florida Statutes, is created
 1737  to read:
 1738         607.0143 Qualified director.—
 1739         (1) A “qualified director” is a director who, at the time
 1740  action is to be taken under:
 1741         (a) Section 607.0744, does not have a material interest in
 1742  the outcome of the proceeding or a material relationship with a
 1743  person who has such an interest;
 1744         (b) Section 607.0832, is not a director as to whom the
 1745  transaction is a director’s conflict of interest transaction, or
 1746  who has a material relationship with another director as to whom
 1747  the transaction is a director’s conflict of interest
 1748  transaction; or
 1749         (c) Section 607.0853 or s. 607.0855:
 1750         1. Is not a party to the proceeding;
 1751         2. Is not a director as to whom a transaction is a
 1752  director’s conflict of interest transaction, which transaction
 1753  is challenged in the proceeding; and
 1754         3. Does not have a material relationship with a director
 1755  who is disqualified by virtue of not meeting the requirements of
 1756  subparagraph 1. or subparagraph 2.
 1757         (2) For purposes of this section:
 1758         (a) “Material relationship” means a familial, financial,
 1759  professional, employment, or other relationship that would
 1760  reasonably be expected to impair the objectivity of the
 1761  director’s judgment when participating in the action to be
 1762  taken.
 1763         (b) “Material interest” means an actual or potential
 1764  benefit or detriment, other than one which would devolve on the
 1765  corporation or the shareholders generally, that would reasonably
 1766  be expected to impair the objectivity of the director’s judgment
 1767  when participating in the action to be taken.
 1768         (3) The presence of one or more of the following
 1769  circumstances does not automatically prevent a director from
 1770  being a qualified director:
 1771         (a) Nomination or election of the director to the current
 1772  board by any director who is not a qualified director with
 1773  respect to the matter, or by any person that has a material
 1774  relationship with that director, acting alone or participating
 1775  with others;
 1776         (b) Service as a director of another corporation of which a
 1777  director who is not a qualified director with respect to the
 1778  matter, or any individual who has a material relationship with
 1779  that director, is or was also a director; or
 1780         (c) With respect to action pursuant to s. 607.0744, status
 1781  as a named defendant, as a director against whom action is
 1782  demanded, or as a director who approved the conduct being
 1783  challenged.
 1784         Section 16. Section 607.0201, Florida Statutes, is amended
 1785  to read:
 1786         607.0201 Incorporators.—One or more persons may act as the
 1787  incorporator or incorporators of a corporation by delivering
 1788  articles of incorporation to the department of State for filing.
 1789         Section 17. Section 607.0202, Florida Statutes, is amended
 1790  to read:
 1791         607.0202 Articles of incorporation; content.—
 1792         (1) The articles of incorporation must set forth:
 1793         (a) A corporate name for the corporation that satisfies the
 1794  requirements of s. 607.0401;
 1795         (b) The street address of the initial principal office and,
 1796  if different, the mailing address of the corporation;
 1797         (c) The number of shares the corporation is authorized to
 1798  issue;
 1799         (d) If any preemptive rights are to be granted to
 1800  shareholders, the provision therefor;
 1801         (d)(e) The street address of the corporation’s initial
 1802  registered office and the name of its initial registered agent
 1803  at that office together with a written acceptance as required in
 1804  s. 607.0501(3); and
 1805         (e)(f) The name and address of each incorporator.
 1806         (2) The articles of incorporation may set forth:
 1807         (a) The names and addresses of the individuals who are to
 1808  serve as the initial directors;
 1809         (b) Provisions not inconsistent with law regarding:
 1810         1. The purpose or purposes for which the corporation is
 1811  organized;
 1812         2. Managing the business and regulating the affairs of the
 1813  corporation;
 1814         3. Defining, limiting, and regulating the powers of the
 1815  corporation and its board of directors and shareholders;
 1816         4. A par value for authorized shares or classes of shares;
 1817         5. The imposition of personal liability on shareholders for
 1818  the debts of the corporation to a specified extent and upon
 1819  specified conditions; and
 1820         6. Exclusive forum provisions to the extent allowed by s.
 1821  607.0208;
 1822         (c) Provisions for granting any preemptive rights to
 1823  shareholders; and
 1824         (d) Any provision that under this chapter act is required
 1825  or permitted to be set forth in the bylaws.
 1826         (3) The articles of incorporation need not set forth any of
 1827  the corporate powers enumerated in this chapter act.
 1828         (4) Provisions of the articles of incorporation may be made
 1829  dependent upon facts objectively ascertainable outside the
 1830  articles of incorporation in accordance with s. 607.0120(11).
 1831         (5) The articles of incorporation may not contain any
 1832  provision that would impose liability on a shareholder for the
 1833  attorney fees or expenses of the corporation or any other party
 1834  in connection with an internal corporate claim, as defined in s.
 1835  607.0208.
 1836         Section 18. Subsection (2) of section 607.0203, Florida
 1837  Statutes, is amended to read:
 1838         607.0203 Incorporation.—
 1839         (2) The department’s Department of State’s filing of the
 1840  articles of incorporation is conclusive proof that the
 1841  incorporators satisfied all conditions precedent to
 1842  incorporation except in a proceeding by the state to cancel or
 1843  revoke the incorporation or administratively involuntarily
 1844  dissolve the corporation.
 1845         Section 19. Section 607.0204, Florida Statutes, is amended
 1846  to read:
 1847         607.0204 Liability for preincorporation transactions.—All
 1848  persons purporting to act as or on behalf of a corporation,
 1849  knowing having actual knowledge that there was no incorporation
 1850  under this chapter, are jointly and severally liable for all
 1851  liabilities created while so acting except for any liability to
 1852  any person who also had actual knowledge that there was no
 1853  incorporation.
 1854         Section 20. Subsections (1), (2), and (3) of section
 1855  607.0205, Florida Statutes, are amended to read:
 1856         607.0205 Organizational meeting of directors.—
 1857         (1) After incorporation:
 1858         (a) If initial directors are named in the articles of
 1859  incorporation, the initial directors shall hold an
 1860  organizational meeting, at the call of a majority of the
 1861  directors, to complete the organization of the corporation by
 1862  appointing officers, adopting bylaws, and carrying on any other
 1863  business brought before the meeting;
 1864         (b) If initial directors are not named in the articles of
 1865  incorporation, the incorporators shall hold an organizational
 1866  meeting at the call of a majority of the incorporators:
 1867         1. To elect directors and complete the organization of the
 1868  corporation; or
 1869         2. To elect a board of directors who shall complete the
 1870  organization of the corporation.
 1871         (2) Action required or permitted by this chapter act to be
 1872  taken by incorporators or directors at an organizational meeting
 1873  may be taken without a meeting if the action taken is evidenced
 1874  by one or more written consents describing the action taken and
 1875  signed by each incorporator or director.
 1876         (3) The directors or incorporators calling the
 1877  organizational meeting shall give at least 2 3 days’ notice
 1878  thereof to each director or incorporator so named, stating the
 1879  time and place of the meeting.
 1880         Section 21. Subsection (2) of section 607.0206, Florida
 1881  Statutes, is amended, and subsections (3) through (6) are added
 1882  to that section, to read:
 1883         607.0206 Bylaws.—
 1884         (2) The bylaws of a corporation may contain any provision
 1885  that is not inconsistent with law or the articles of
 1886  incorporation, including the provisions described in subsections
 1887  (3) and (4) for managing the business and regulating the affairs
 1888  of the corporation that is not inconsistent with law or the
 1889  articles of incorporation.
 1890         (3) The bylaws of a corporation may contain one or both of
 1891  the following provisions:
 1892         (a) A requirement that if the corporation solicits proxies
 1893  or consents with respect to an election of directors, the
 1894  corporation include in its proxy statement and any form of its
 1895  proxy or consent, to the extent and subject to such procedures
 1896  or conditions as are provided in the bylaws, one or more
 1897  individuals nominated by a shareholder in addition to
 1898  individuals nominated by the board of directors.
 1899         (b) A requirement that the corporation reimburse the
 1900  expenses incurred by a shareholder in soliciting proxies or
 1901  consents in connection with an election of directors, to the
 1902  extent and subject to such procedures and conditions as are
 1903  provided in the bylaws, provided that no bylaw so adopted shall
 1904  apply to elections for which any record date precedes its
 1905  adoption.
 1906         (4) The bylaws of a corporation may contain exclusive forum
 1907  provisions to the extent allowed by s. 607.0208.
 1908         (5) Notwithstanding s. 607.1020(1)(b), the shareholders in
 1909  amending, repealing, or adopting a bylaw described in subsection
 1910  (3) may not limit the authority of the board of directors to
 1911  amend or repeal any condition or procedure set forth in, or to
 1912  add any procedure or condition to, such a bylaw to provide for a
 1913  reasonable, practical, and orderly process.
 1914         (6) The bylaws may not contain any provision that would
 1915  impose liability on a shareholder for the attorney fees or
 1916  expenses of the corporation or any other party in connection
 1917  with an internal corporate claim, as defined in s. 607.0208.
 1918         Section 22. Subsections (1), (3), (4), and (5) of section
 1919  607.0207, Florida Statutes, are amended to read:
 1920         607.0207 Emergency bylaws.—
 1921         (1) Unless the articles of incorporation provide otherwise,
 1922  the board of directors of a corporation may adopt bylaws to be
 1923  effective only in an emergency defined in subsection (5). The
 1924  emergency bylaws, which are subject to amendment or repeal by
 1925  the shareholders, may make all provisions necessary for managing
 1926  the corporation during an emergency, including:
 1927         (a) Procedures for calling a meeting of the board of
 1928  directors;
 1929         (b) Quorum requirements for the meeting; and
 1930         (c) Designation of additional or substitute directors.
 1931         (3) All provisions of the regular bylaws not inconsistent
 1932  consistent with the emergency bylaws remain effective during the
 1933  emergency. The emergency bylaws are not effective after the
 1934  emergency ends.
 1935         (4) Corporate action taken in good faith in accordance with
 1936  the emergency bylaws:
 1937         (a) Binds the corporation; and
 1938         (b) May not be used to impose liability on a corporate
 1939  director, officer, employee, or agent of the corporation.
 1940         (5) An emergency exists for purposes of this section if a
 1941  quorum of the board of corporation’s directors cannot readily be
 1942  assembled because of some catastrophic event.
 1943         Section 23. Section 607.0208, Florida Statutes, is created
 1944  to read:
 1945         607.0208 Forum selection.—
 1946         (1) The articles of incorporation or the bylaws may require
 1947  that any or all internal corporate claims be brought exclusively
 1948  in any specified court or courts of this state and, if so
 1949  specified, in any additional courts in this state or in any
 1950  other jurisdictions with which the corporation has a reasonable
 1951  relationship.
 1952         (2) A provision of the articles of incorporation or bylaws
 1953  adopted under subsection (1) does not have the effect of
 1954  conferring jurisdiction on any court or over any person or
 1955  claim, and does not apply if none of the courts specified by
 1956  such provision has the requisite personal and subject matter
 1957  jurisdiction. If the court or courts in this state specified in
 1958  a provision adopted under subsection (1) do not have the
 1959  requisite personal and subject matter jurisdiction and another
 1960  court in this state does have such jurisdiction, then the
 1961  internal corporate claim may be brought in such other court,
 1962  notwithstanding that such other court is not specified in such
 1963  provision, or in any other court outside the state specified in
 1964  such provision that has the requisite jurisdiction.
 1965         (3) No provision of the articles of incorporation or the
 1966  bylaws may prohibit bringing an internal corporate claim in all
 1967  courts in this state or require such claims to be determined by
 1968  arbitration.
 1969         (4) For the purposes of this section, “Internal corporate
 1970  claim” means:
 1971         (a) Any claim that is based upon a violation of a duty
 1972  under the laws of this state by a current or former director,
 1973  officer, or shareholder in such capacity;
 1974         (b) Any derivative action or proceeding brought on behalf
 1975  of the corporation;
 1976         (c) Any action asserting a claim arising pursuant to this
 1977  chapter or the articles of incorporation or bylaws; or
 1978         (d) Any action asserting a claim governed by the internal
 1979  affairs doctrine that is not included in paragraphs (a), (b), or
 1980  (c).
 1981         Section 24. Section 607.0301, Florida Statutes, is amended
 1982  to read:
 1983         607.0301 Purposes and application.—
 1984         (1) Every corporation incorporated under this chapter has
 1985  the purpose of engaging in any lawful business unless a more
 1986  limited purpose is set forth in the articles of incorporation.
 1987         (2) A corporation engaging in a business that is subject to
 1988  regulation under another statute of this state may incorporate
 1989  under this chapter only if permitted by, and subject to all
 1990  limitations of, the other statute.
 1991         (3)Corporations may be organized under this act for any
 1992  lawful purpose or purposes, and The provisions of this chapter
 1993  act extend to all corporations, whether chartered by special
 1994  acts or general laws, except that special statutes for the
 1995  regulation and control of types of business and corporations
 1996  shall control when in conflict herewith.
 1997         Section 25. Section 607.0302, Florida Statutes, is amended
 1998  to read:
 1999         607.0302 General powers.—Unless its articles of
 2000  incorporation provide otherwise, every corporation has perpetual
 2001  duration and succession in its corporate name and has the same
 2002  powers as an individual to do all things necessary or convenient
 2003  to carry out its business and affairs, including without
 2004  limitation power:
 2005         (1) To sue and be sued, complain, and defend in its
 2006  corporate name;
 2007         (2) To have a corporate seal, which may be altered at will
 2008  and to use it or a facsimile of it, by impressing or affixing it
 2009  or in any other manner reproducing it;
 2010         (3) To purchase, receive, lease, or otherwise acquire, and
 2011  own, hold, improve, use, and otherwise deal with real or
 2012  personal property or any legal or equitable interest in property
 2013  wherever located;
 2014         (4) To sell, convey, mortgage, pledge, create a security
 2015  interest in, lease, exchange, and otherwise dispose of all or
 2016  any part of its property;
 2017         (5) To lend money to, and use its credit to assist, its
 2018  officers and employees in accordance with s. 607.0833;
 2019         (6) To purchase, receive, subscribe for, or otherwise
 2020  acquire; own, hold, vote, use, sell, mortgage, lend, pledge, or
 2021  otherwise dispose of; and deal in and with shares or other
 2022  interests in, or obligations of, any other entity;
 2023         (7) To make contracts and guarantees, incur liabilities,
 2024  borrow money, issue its notes, bonds, and other securities and
 2025  obligations (which may be convertible into or include the option
 2026  to purchase other securities of the corporation), and secure any
 2027  of its obligations by mortgage or pledge of any of its property,
 2028  franchises, or and income and make contracts of guaranty and
 2029  suretyship which are necessary or convenient to the conduct,
 2030  promotion, or attainment of the business of a corporation the
 2031  majority of the outstanding shares stock of which is owned,
 2032  directly or indirectly, by the contracting corporation; a
 2033  corporation which owns, directly or indirectly, a majority of
 2034  the outstanding shares stock of the contracting corporation; or
 2035  a corporation the majority of the outstanding shares stock of
 2036  which is owned, directly or indirectly, by a corporation which
 2037  owns, directly or indirectly, the majority of the outstanding
 2038  shares stock of the contracting corporation, which contracts of
 2039  guaranty and suretyship shall be deemed to be necessary or
 2040  convenient to the conduct, promotion, or attainment of the
 2041  business of the contracting corporation, and make other
 2042  contracts of guaranty and suretyship which are necessary or
 2043  convenient to the conduct, promotion, or attainment of the
 2044  business of the contracting corporation;
 2045         (8) To lend money, invest and reinvest its funds, and
 2046  receive and hold real and personal property as security for
 2047  repayment;
 2048         (9) To conduct its business, locate offices, and exercise
 2049  the powers granted by this chapter act within or without this
 2050  state;
 2051         (10) To elect directors and appoint officers, employees,
 2052  and agents of the corporation and define their duties, fix their
 2053  compensation, and lend them money and credit;
 2054         (11) To make and amend bylaws, not inconsistent with its
 2055  articles of incorporation or with the laws of this state, for
 2056  managing the business and regulating the affairs of the
 2057  corporation;
 2058         (12) To make donations for the public welfare or for
 2059  charitable, scientific, or educational purposes;
 2060         (13) To transact any lawful business that will aid
 2061  governmental policy;
 2062         (14) To make payments or donations or do any other act not
 2063  inconsistent with law that furthers the business and affairs of
 2064  the corporation;
 2065         (15) To pay pensions and establish pension plans, pension
 2066  trusts, profit-sharing plans, share bonus plans, share option
 2067  plans, and benefit or incentive plans for any or all of its
 2068  current or former directors, officers, employees, and agents and
 2069  for any or all of the current or former directors, officers,
 2070  employees, and agents of its subsidiaries;
 2071         (16) To provide insurance for its benefit on the life of
 2072  any of its directors, officers, or employees, or on the life of
 2073  any shareholder for the purpose of acquiring at his or her death
 2074  shares of its stock owned by the shareholder or by the spouse or
 2075  children of the shareholder; and
 2076         (17) To be a promoter, incorporator, partner, member,
 2077  associate, or manager of any corporation, partnership, joint
 2078  venture, trust, or other entity.
 2079         Section 26. Subsections (3), (4), and (5) of section
 2080  607.0303, Florida Statutes, are amended to read:
 2081         607.0303 Emergency powers.—
 2082         (3) Corporate action taken in good faith during an
 2083  emergency under this section to further the ordinary business
 2084  affairs of the corporation:
 2085         (a) Binds the corporation; and
 2086         (b) May not be used to impose liability on a corporate
 2087  director, officer, employee, or agent of the corporation.
 2088         (4) No officer, director, or employee acting in accordance
 2089  with any emergency bylaws shall be liable except for willful or
 2090  intentional misconduct.
 2091         (5) An emergency exists for purposes of this section if a
 2092  quorum of the board of corporation’s directors cannot readily be
 2093  assembled because of some catastrophic event.
 2094         Section 27. Section 607.0304, Florida Statutes, is amended
 2095  to read:
 2096         607.0304 Lack of power to act Ultra vires.—
 2097         (1) Except as provided in subsection (2), the validity of
 2098  corporate action, including, but not limited to, any conveyance,
 2099  transfer, or encumbrance of real or personal property to or by a
 2100  corporation, may not be challenged on the ground that the
 2101  corporation lacks or lacked power to act.
 2102         (2) A corporation’s power to act may be challenged:
 2103         (a) In a proceeding by a shareholder against the
 2104  corporation to enjoin the act;
 2105         (b) In a proceeding by the corporation, directly,
 2106  derivatively, or through a receiver, trustee, or other legal
 2107  representative, or through shareholders in a representative
 2108  suit, against an incumbent or former officer, employee, or agent
 2109  of the corporation; or
 2110         (c) In a proceeding by the Department of Legal Affairs
 2111  pursuant to s. 607.1403 or Attorney General, as provided in this
 2112  act, to dissolve the corporation or in a proceeding by the
 2113  Attorney General to enjoin the corporation from the transaction
 2114  of unauthorized business.
 2115         (3) In a shareholder’s proceeding under paragraph (2)(a) to
 2116  enjoin an unauthorized corporate act, the court may enjoin or
 2117  set aside the act, if equitable and if all affected persons are
 2118  parties to the proceeding, and may award damages for loss (other
 2119  than anticipated profits) suffered by the corporation or another
 2120  party because of enjoining the unauthorized act.
 2121         Section 28. Section 607.0401, Florida Statutes, is amended
 2122  to read:
 2123         607.0401 Corporate name.—
 2124         (1) A corporate name:
 2125         (a)(1) Must contain the word “corporation,” “company,” or
 2126  “incorporated” or the abbreviation “Corp.,” or “Inc.,” or “Co.,”
 2127  or the designation “Corp,” or “Inc,” or “Co,” as will clearly
 2128  indicate that it is a corporation instead of a natural person,
 2129  partnership, or other eligible business entity.
 2130         (b)(2) May not contain language stating or implying that
 2131  the corporation is organized for a purpose other than that
 2132  permitted in this chapter act and its articles of incorporation.
 2133         (c)(3) May not contain language stating or implying that
 2134  the corporation is connected with a state or federal government
 2135  agency or a corporation or other entity chartered under the laws
 2136  of the United States.
 2137         (d)(4) Must be distinguishable from the names of all other
 2138  entities or filings that are on file with the department
 2139  Division of Corporations, except fictitious name registrations
 2140  pursuant to s. 865.09, general partnership registrations
 2141  pursuant to s. 620.8105, and limited liability partnership
 2142  statements pursuant to s. 620.9001 which are organized,
 2143  registered, or reserved under the laws of this state. A name
 2144  that is different from the name of another entity or filing due
 2145  to any of the following is not considered distinguishable:
 2146         1.(a) A suffix.
 2147         2.(b) A definite or indefinite article.
 2148         3.(c) The word “and” and the symbol “&.”
 2149         4.(d) The singular, plural, or possessive form of a word.
 2150         (e) A recognized abbreviation of a root word.
 2151         5.(f) A punctuation mark or a symbol.
 2152         (e) Notwithstanding the foregoing, a corporation may
 2153  register under a name that is not otherwise distinguishable on
 2154  the records of the department with the written consent of the
 2155  other entity if the consent is filed with the department at the
 2156  time of registration of such name and if such name is not
 2157  identical to the name of the other entity.
 2158         (2)(5) As filed with the department of State, is for public
 2159  notice only and does not alone create any presumption of
 2160  ownership beyond that which is created under the common law.
 2161         (3) This chapter does not control the use of fictitious
 2162  names.
 2163         Section 29. Section 607.04021, Florida Statutes, is created
 2164  to read:
 2165         607.04021 Reserved name.—
 2166         (1) A person may reserve the exclusive use of a corporate
 2167  name, including an alternate name for a foreign corporation
 2168  whose corporate name is not available, by delivering an
 2169  application to the department for filing. The application must
 2170  set forth the name and address of the applicant and the name
 2171  proposed to be reserved. If the department finds that the
 2172  corporate name applied for is available, it shall reserve the
 2173  name for the exclusive use of the applicant for a nonrenewable
 2174  120-day period.
 2175         (2) The owner of a reserved corporate name may transfer the
 2176  reservation to another person by delivering to the department a
 2177  signed notice of the transfer that states the name and address
 2178  of the transferee.
 2179         (3)The department may revoke any reservation if, after a
 2180  hearing, it finds that the application therefor or any transfer
 2181  thereof was not made in good faith.
 2182         Section 30. Subsections (1), (2), (5), and (6) of section
 2183  607.0403, Florida Statutes, are amended to read:
 2184         607.0403 Registered name; application; renewal;
 2185  revocation.—
 2186         (1) A foreign corporation may register its corporate name,
 2187  or its corporate name with the any addition of any word or
 2188  abbreviation required by s. 607.1506, if the name is
 2189  distinguishable upon the records of the department of State from
 2190  the corporate names that are not available under s.
 2191  607.0401(1)(d) s. 607.0401(4).
 2192         (2) A foreign corporation registers its corporate name, or
 2193  its corporate name with any addition allowed required by s.
 2194  607.1506, by delivering to the department of State for filing an
 2195  application:
 2196         (a) Setting forth such name its corporate name, or its
 2197  corporate name with any addition required by s. 607.1506, the
 2198  state or country and date of its incorporation, and a brief
 2199  description of the nature of the business that is to be
 2200  conducted in this state in which it is engaged; and
 2201         (b) Accompanied by a certificate of existence, or a
 2202  certificate setting forth that such corporation is in good
 2203  standing under the laws of the state or country wherein it is
 2204  organized (or a document of similar import), from the state or
 2205  country of incorporation.
 2206         (5) A foreign corporation the registration of which is
 2207  effective may thereafter qualify as a foreign corporation under
 2208  the registered name or consent in writing to the use of that
 2209  name by a corporation thereafter incorporated under this chapter
 2210  act or by another foreign corporation thereafter authorized to
 2211  transact business in this state. The registration terminates
 2212  when the domestic corporation is incorporated or the foreign
 2213  corporation qualifies or consents to the qualification of
 2214  another foreign corporation under the registered name.
 2215         (6) The department of State may revoke any registration if,
 2216  after a hearing, it finds that the application therefor or any
 2217  renewal thereof was not made in good faith.
 2218         Section 31. Subsections (1), (3), (4), and (5) of section
 2219  607.0501, Florida Statutes, are amended, and subsection (7) is
 2220  added to that section, to read:
 2221         607.0501 Registered office and registered agent.—
 2222         (1) Each corporation shall designate have and continuously
 2223  maintain in this state:
 2224         (a) A registered office which may be the same as its place
 2225  of business in this state; and
 2226         (b) A registered agent, which must be who may be either:
 2227         1. An individual who resides in this state whose business
 2228  address office is identical to the address of the with such
 2229  registered office;
 2230         2. Another domestic entity that is an authorized entity and
 2231  whose business address is identical to the address of the
 2232  registered office; or
 2233         3. A foreign entity authorized to transact business in this
 2234  state which is an authorized entity and whose business address
 2235  is identical to the address of the registered office Another
 2236  corporation or not-for-profit corporation as defined in chapter
 2237  617, authorized to transact business or conduct its affairs in
 2238  this state, having a business office identical with the
 2239  registered office; or
 2240         3. A foreign corporation or not-for-profit foreign
 2241  corporation authorized pursuant to this chapter or chapter 617
 2242  to transact business or conduct its affairs in this state,
 2243  having a business office identical with the registered office.
 2244         (3) Each initial A registered agent, and each appointed
 2245  pursuant to this section or a successor registered agent that is
 2246  appointed, shall pursuant to s. 607.0502 on whom process may be
 2247  served shall each file a statement in writing with the
 2248  department, in the form and manner of State, in such form and
 2249  manner as shall be prescribed by the department, accepting the
 2250  appointment as a registered agent while simultaneously with his
 2251  or her being designated as the registered agent. The. Such
 2252  statement of acceptance must provide shall state that the
 2253  registered agent is familiar with, and accepts, the obligations
 2254  of that position.
 2255         (4) The duties of a registered agent are:
 2256         (a) To forward to the corporation at the address most
 2257  recently supplied to the registered agent by the corporation, a
 2258  process, notice, or demand pertaining to the corporation which
 2259  is served on or received by the registered agent; and
 2260         (b) If the registered agent resigns, to provide the notice
 2261  required under s. 607.0503 to the corporation at the address
 2262  most recently supplied to the registered agent by the
 2263  corporation.
 2264         (5) The department of State shall maintain an accurate
 2265  record of the registered agents and registered office for
 2266  offices for the service of process and shall promptly furnish
 2267  any information disclosed thereby promptly upon request and
 2268  payment of the required fee.
 2269         (6)(5) A corporation may not prosecute or maintain an any
 2270  action in a court in this state until the corporation complies
 2271  with this section, pays to the department any amounts required
 2272  under this chapter, and, to the extent ordered by a court of
 2273  competent jurisdiction, with the provisions of this section or
 2274  s. 607.1507, as applicable, and pays to the department of State
 2275  a penalty of $5 for each day it has failed to so comply or $500,
 2276  whichever is less.
 2277         (7) A court may stay a proceeding commenced by a
 2278  corporation until the corporation complies with this section.
 2279         Section 32. Section 607.0502, Florida Statutes, is amended
 2280  to read:
 2281         607.0502 Change of registered office or registered agent;
 2282  resignation of registered agent.—
 2283         (1) In order to change its registered agent or registered
 2284  office address, a corporation may deliver to the department for
 2285  filing change its registered office or its registered agent upon
 2286  filing with the Department of State a statement of change
 2287  containing the following setting forth:
 2288         (a) The name of the corporation.;
 2289         (b) The name of its current registered agent. The street
 2290  address of its current registered office;
 2291         (c) If the current registered agent is to be changed, the
 2292  name of the new registered agent. If the current registered
 2293  office is to be changed, the street address of the new
 2294  registered office;
 2295         (d) The street address of its current registered office for
 2296  its current registered agent. The name of its current registered
 2297  agent;
 2298         (e) If the street address of the current registered office
 2299  is to be changed, the new street address of the registered
 2300  office in this state If its current registered agent is to be
 2301  changed, the name of the new registered agent and the new
 2302  agent’s written consent (either on the statement or attached to
 2303  it) to the appointment;
 2304         (f) That the street address of its registered office and
 2305  the street address of the business office of its registered
 2306  agent, as changed, will be identical;
 2307         (g) That such change was authorized by resolution duly
 2308  adopted by its board of directors or by an officer of the
 2309  corporation so authorized by the board of directors.
 2310         (2) If the registered agent is changed, the written
 2311  acceptance of the successor registered agent described in s.
 2312  607.0501(3) must also be included in or attached to the
 2313  statement of change.
 2314         (3) A statement of change is effective when filed by the
 2315  department.
 2316         (4) The changes described in this section may also be made
 2317  on the corporation’s annual report, in an application for
 2318  reinstatement filed with the department under s. 607.1622, or in
 2319  an amendment to or restatement of a company’s articles of
 2320  incorporation in accordance with s. 607.1006 or s. 607.1007. Any
 2321  registered agent may resign his or her agency appointment by
 2322  signing and delivering for filing with the Department of State a
 2323  statement of resignation and mailing a copy of such statement to
 2324  the corporation at its principal office address shown in its
 2325  most recent annual report or, if none, filed in the articles of
 2326  incorporation or other most recently filed document. The
 2327  statement of resignation shall state that a copy of such
 2328  statement has been mailed to the corporation at the address so
 2329  stated. The agency is terminated as of the 31st day after the
 2330  date on which the statement was filed and unless otherwise
 2331  provided in the statement, termination of the agency acts as a
 2332  termination of the registered office.
 2333         (3) If a registered agent changes his or her business name
 2334  or business address, he or she may change such name or address
 2335  and the address of the registered office of any corporation for
 2336  which he or she is the registered agent by:
 2337         (a) Notifying all such corporations in writing of the
 2338  change,
 2339         (b) Signing (either manually or in facsimile) and
 2340  delivering to the Department of State for filing a statement
 2341  that substantially complies with the requirements of paragraphs
 2342  (1)(a)-(f), setting forth the names of all such corporations
 2343  represented by the registered agent, and
 2344         (c) Reciting that each corporation has been notified of the
 2345  change.
 2346         (4) Changes of the registered office or registered agent
 2347  may be made by a change on the corporation’s annual report form
 2348  filed with the Department of State.
 2349         (5) The Department of State shall collect a fee pursuant to
 2350  s. 15.09(2) for the filings authorized under this section.
 2351         Section 33. Section 607.0503, Florida Statutes, is created
 2352  to read:
 2353         607.0503 Resignation of registered agent.—
 2354         (1) A registered agent may resign as agent for a
 2355  corporation by delivering to the department for filing a signed
 2356  statement of resignation containing the name of the corporation.
 2357         (2) After delivering the statement of resignation to the
 2358  department for filing, the registered agent must promptly mail a
 2359  copy to the corporation at its current mailing address.
 2360         (3) A registered agent is terminated upon the earlier of:
 2361         (a) The 31st day after the department files the statement
 2362  of resignation; or
 2363         (b) When a statement of change or other record designating
 2364  a new registered agent is filed by the department.
 2365         (4) When a statement of resignation takes effect, the
 2366  registered agent ceases to have responsibility for a matter
 2367  thereafter tendered to it as agent for the corporation. The
 2368  resignation does not affect contractual rights that the
 2369  corporation has against the agent or that the agent has against
 2370  the corporation.
 2371         (5) A registered agent may resign from a corporation
 2372  regardless of whether the corporation has active status.
 2373         Section 34. Section 607.05031, Florida Statutes, is created
 2374  to read:
 2375         607.05031 Change of name or address by registered agent.—
 2376         (1) If a registered agent changes its name or address, the
 2377  agent may deliver to the department for filing a statement of
 2378  change that provides the following:
 2379         (a) The name of the corporation represented by the
 2380  registered agent.
 2381         (b) The name of the registered agent as currently shown in
 2382  the records of the department for the corporation.
 2383         (c) If the name of the registered agent has changed, its
 2384  new name.
 2385         (d) If the address of the registered agent has changed, the
 2386  new address.
 2387         (e) A statement that the registered agent has given the
 2388  notice required under subsection (2).
 2389         (2) A registered agent shall promptly furnish notice of the
 2390  statement of change and the changes made by the statement filed
 2391  with the department to the represented corporation.
 2392         Section 35. Section 607.05032, Florida Statutes, is created
 2393  to read:
 2394         607.05032 Delivery of notice or other communication.—
 2395         (1) Except as otherwise provided in this chapter,
 2396  permissible means of delivery of a notice or other communication
 2397  includes delivery by hand, the United States Postal Service, a
 2398  commercial delivery service, and electronic transmission, all as
 2399  more particularly described in s. 607.0141.
 2400         (2) Except as provided in subsection (3), delivery to the
 2401  department is effective only when a notice or other
 2402  communication is received by the department.
 2403         (3) If a check is mailed to the department for payment of
 2404  an annual report fee or the annual supplemental fee required
 2405  under s. 607.193 and the check is received by the department,
 2406  the check shall be deemed to have been received by the
 2407  department as of the postmark date appearing on the envelope or
 2408  package transmitting the check.
 2409         Section 36. Section 607.0504, Florida Statutes, is amended
 2410  to read:
 2411         607.0504 Service of process, notice, or demand on a
 2412  corporation.—
 2413         (1) A corporation may be served with process required or
 2414  authorized by law by serving on its registered agent.
 2415         (2) If a corporation ceases to have a registered agent or
 2416  if its registered agent cannot with reasonable diligence be
 2417  served, the process required or permitted by law may instead be
 2418  served on the chair of the board, the president, any vice
 2419  president, the secretary, or the treasurer of the corporation at
 2420  the principal office of the corporation in this state.
 2421         (3) If the process cannot be served on a corporation
 2422  pursuant to subsection (1) or subsection (2), the process may be
 2423  served on the secretary of state as an agent of the corporation.
 2424         (4) Service of process on the secretary of state shall be
 2425  made by delivering to and leaving with the department duplicate
 2426  copies of the process.
 2427         (5) Service is effectuated under subsection (3) on the date
 2428  shown as received by the department.
 2429         (6) The department shall keep a record of each process
 2430  served on the secretary of state pursuant to this subsection and
 2431  record the time of and the action taken regarding the service.
 2432         (7) Any notice or demand on a corporation under this
 2433  chapter may be given or made to the chair of the board, the
 2434  president, any vice president, the secretary, or the treasurer
 2435  of the corporation; to the registered agent of the corporation
 2436  at the registered office of the corporation in this state; or to
 2437  any other address in this state that is in fact the principal
 2438  office of the corporation in this state.
 2439         (8) This section does not affect the right to serve
 2440  process, give notice, or make a demand in any other manner
 2441  provided by law Process against any corporation may be served in
 2442  accordance with chapter 48 or chapter 49.
 2443         (2) Any notice to or demand on a corporation under this act
 2444  may be made to the chair of the board, the president, any vice
 2445  president, the secretary, or the treasurer; to the registered
 2446  agent of the corporation at the registered office of the
 2447  corporation in this state; or to any other address in this state
 2448  that is in fact the principal office of the corporation in this
 2449  state.
 2450         (3) This section does not prescribe the only means, or
 2451  necessarily the required means, of serving notice or demand on a
 2452  corporation.
 2453         Section 37. Paragraph (a) of subsection (1) and subsections
 2454  (5), (6), (10), and (12) of section 607.0505, Florida Statutes,
 2455  are amended to read:
 2456         607.0505 Registered agent; duties.—
 2457         (1)(a) Each corporation, foreign corporation, or alien
 2458  business organization that owns real property located in this
 2459  state, that owns a mortgage on real property located in this
 2460  state, or that transacts business in this state shall have and
 2461  continuously maintain in this state a registered office and a
 2462  registered agent and shall file with the department of State
 2463  notice of the registered office and registered agent as provided
 2464  in ss. 607.0501 and 607.0502. The appointment of a registered
 2465  agent in compliance with s. 607.0501 or s. 607.1507 is
 2466  sufficient for purposes of this section provided the registered
 2467  agent so appointed files, in such form and manner as prescribed
 2468  by the department of State, an acceptance of the obligations
 2469  provided for in this section.
 2470         (5) If a corporation, foreign corporation, or alien
 2471  business organization fails without lawful excuse to comply
 2472  timely or fully with a subpoena issued pursuant to subsection
 2473  (2), the Department of Legal Affairs may file an action in the
 2474  circuit court for the judicial circuit in which the corporation,
 2475  foreign corporation, or alien business organization is found or
 2476  transacts business or in which real property belonging to the
 2477  corporation, foreign corporation, or alien business organization
 2478  is located, for an order compelling compliance with the
 2479  subpoena. The failure without a lawful excuse to comply timely
 2480  or fully with an order compelling compliance with the subpoena
 2481  will result in a civil penalty of not more than $1,000 for each
 2482  day of noncompliance with the order. In connection with such
 2483  proceeding, the Department of Legal Affairs may, without prior
 2484  approval by the court, file a lis pendens against real property
 2485  owned by the corporation, foreign corporation, or alien business
 2486  organization, which lis pendens shall set forth the legal
 2487  description of the real property and shall be filed in the
 2488  public records of the county where the real property is located.
 2489  If the lis pendens is filed in any county other than the county
 2490  in which the action is pending, the lis pendens which is filed
 2491  must be a certified copy of the original lis pendens. A judgment
 2492  or an order of payment entered pursuant to this subsection will
 2493  become a judgment lien against any real property owned by the
 2494  corporation, foreign corporation, or alien business organization
 2495  when a certified copy of the judgment or order is recorded as
 2496  required by s. 55.10. The Department of Legal Affairs will be
 2497  able to avail itself of, and is entitled to use, any provision
 2498  of law or of the Florida Rules of Civil Procedure to further the
 2499  collecting or obtaining of payment pursuant to a judgment or
 2500  order of payment. The state, through the Attorney General, may
 2501  bid, at any judicial sale to enforce its judgment lien, an
 2502  amount up to the amount of the judgment or lien obtained
 2503  pursuant to this subsection. All moneys recovered under this
 2504  subsection shall be treated as forfeitures under ss. 895.01
 2505  895.09 and used or distributed in accordance with the procedure
 2506  set forth in s. 895.09.
 2507         (6) Information provided to, and records and transcriptions
 2508  of testimony obtained by, the Department of Legal Affairs
 2509  pursuant to this section are confidential and exempt from the
 2510  provisions of s. 119.07(1) while the investigation is active.
 2511  For purposes of this section, an investigation shall be
 2512  considered “active” while such investigation is being conducted
 2513  with a reasonable, good faith belief that it may lead to the
 2514  filing of an administrative, civil, or criminal proceeding. An
 2515  investigation does not cease to be active so long as the
 2516  Department of Legal Affairs is proceeding with reasonable
 2517  dispatch and there is a good faith belief that action may be
 2518  initiated by the Department of Legal Affairs or other
 2519  administrative or law enforcement agency. Except for active
 2520  criminal intelligence or criminal investigative information, as
 2521  defined in s. 119.011, and information which, if disclosed,
 2522  would reveal a trade secret, as defined in s. 688.002, or would
 2523  jeopardize the safety of an individual, all information,
 2524  records, and transcriptions become public record when the
 2525  investigation is completed or ceases to be active. The
 2526  Department of Legal Affairs shall not disclose confidential
 2527  information, records, or transcriptions of testimony except
 2528  pursuant to the authorization by the Attorney General in any of
 2529  the following circumstances:
 2530         (a) To a law enforcement agency participating in or
 2531  conducting a civil investigation under chapter 895, or
 2532  participating in or conducting a criminal investigation.
 2533         (b) In the course of filing, participating in, or
 2534  conducting a judicial proceeding instituted pursuant to this
 2535  section or chapter 895.
 2536         (c) In the course of filing, participating in, or
 2537  conducting a judicial proceeding to enforce an order or judgment
 2538  entered pursuant to this section or chapter 895.
 2539         (d) In the course of a criminal or civil proceeding.
 2540  
 2541  A person or law enforcement agency which receives any
 2542  information, record, or transcription of testimony that has been
 2543  made confidential by this subsection shall maintain the
 2544  confidentiality of such material and shall not disclose such
 2545  information, record, or transcription of testimony except as
 2546  provided for herein. Any person who willfully discloses any
 2547  information, record, or transcription of testimony that has been
 2548  made confidential by this subsection, except as provided for
 2549  herein, is guilty of a misdemeanor of the first degree,
 2550  punishable as provided in s. 775.082 or s. 775.083. If any
 2551  information, record, or testimony obtained pursuant to
 2552  subsection (2) is offered in evidence in any judicial
 2553  proceeding, the court may, in its discretion, seal that portion
 2554  of the record to further the policies of confidentiality set
 2555  forth herein.
 2556         (10) The designation of a registered agent and a registered
 2557  office as required by subsection (1) for a corporation, foreign
 2558  corporation, or alien business organization which owns real
 2559  property in this state or a mortgage on real property in this
 2560  state is solely for the purposes of this chapter act; and,
 2561  notwithstanding s. 48.181, s. 607.1502, s. 607.1503, or any
 2562  other relevant section of the Florida Statutes, such designation
 2563  shall not be used in determining whether the corporation,
 2564  foreign corporation, or alien business organization is actually
 2565  doing business in this state.
 2566         (12) Any alien business organization may withdraw its
 2567  registered agent designation by delivering an application for
 2568  certificate of withdrawal to the department of State for filing.
 2569  Such application shall set forth:
 2570         (a) The name of the alien business organization and the
 2571  jurisdiction under the law of which it is incorporated or
 2572  organized.
 2573         (b) That it is no longer required to maintain a registered
 2574  agent in this state.
 2575         Section 38. Section 607.0601, Florida Statutes, is amended
 2576  to read:
 2577         607.0601 Authorized shares.—
 2578         (1) The articles of incorporation must set forth any
 2579  prescribe the classes of shares and series of shares within a
 2580  class, and the number of shares of each class and series, that
 2581  the corporation is authorized to issue. If more than one class
 2582  or series of shares is authorized, the articles of incorporation
 2583  must prescribe a distinguishing designation for each class or
 2584  series, and before prior to the issuance of shares of a class or
 2585  series, describe the terms, including the preferences,
 2586  limitations, and relative rights of that class or series must be
 2587  described in the articles of incorporation. All shares of a
 2588  class or series must have terms, including preferences,
 2589  limitations, and relative rights, identical with those of other
 2590  shares of the same class or series, except to the extent
 2591  otherwise permitted by this section, s. 607.0602, or s.
 2592  607.0624.
 2593         (2) The articles of incorporation must authorize:
 2594         (a) One or more classes or series of shares that together
 2595  have unlimited voting rights, and
 2596         (b) One or more classes or series of shares (which may be
 2597  the same class or classes or series as those with voting rights)
 2598  that together are entitled to receive the net assets of the
 2599  corporation upon dissolution.
 2600         (3) The articles of incorporation may authorize one or more
 2601  classes or series of shares that:
 2602         (a) Have special, conditional, or limited voting rights, or
 2603  no right to vote, except to the extent otherwise provided
 2604  prohibited by this chapter act;
 2605         (b) Are redeemable or convertible as specified in the
 2606  articles of incorporation:
 2607         1. At the option of the corporation, the shareholder, or
 2608  another person or upon the occurrence of a specified designated
 2609  event;
 2610         2. For cash, indebtedness, securities, or other property;
 2611  or
 2612         3. At prices and in an amount specified, or determined, in
 2613  accordance with a formula In a designated amount or in an amount
 2614  determined in accordance with a designated formula or by
 2615  reference to extrinsic data or events;
 2616         (c) Entitle the holders to distributions calculated in any
 2617  manner, including dividends that may be cumulative,
 2618  noncumulative, or partially cumulative;
 2619         (d) Have preference over any other class or series of
 2620  shares with respect to distributions, including dividends and
 2621  distributions upon the dissolution of the corporation.
 2622         (4) The description of the designations, preferences,
 2623  limitations, and relative rights of share classes or series in
 2624  subsection (3) is not exhaustive.
 2625         (5) The terms of shares may be made dependent on facts
 2626  ascertainable outside the articles of incorporation in
 2627  accordance with s. 607.0120(11).
 2628         (6)(5) Shares which are entitled to preference in the
 2629  distribution of dividends or assets shall not be designated as
 2630  common shares. Shares which are not entitled to preference in
 2631  the distribution of dividends or assets shall be common shares
 2632  and shall not be designated as preferred shares.
 2633         Section 39. Section 607.0602, Florida Statutes, is amended
 2634  to read:
 2635         607.0602 Terms of class or series determined by board of
 2636  directors.—
 2637         (1) If the articles of incorporation so provide, the board
 2638  of directors is authorized, without shareholder approval, to may
 2639  determine, in whole or part, the preferences, limitations, and
 2640  relative rights (within the limits set forth in s. 607.0601) of:
 2641         (a) Classify any unissued class of shares into one or more
 2642  classes or into one or more series within a class; before the
 2643  issuance of any shares of that class, or
 2644         (b) Reclassify any unissued shares of any class into one or
 2645  more classes or into one or more series within one or more
 2646  classes; or
 2647         (c) Reclassify any unissued shares of any series of any
 2648  class into one or more classes or into one or more series within
 2649  a class before the issuance of any shares of that series.
 2650         (2) If the board of directors acts pursuant to subsection
 2651  (1), it shall determine the terms, including the preferences,
 2652  limitations, and relative rights, to the extent allowed under s.
 2653  607.0601, of:
 2654         (a) Any class of shares before the issuance of any shares
 2655  of that class; or
 2656         (b) Any series within a class before the issuance of any
 2657  shares of that series.
 2658         (3) Each class and each series of a class must be given a
 2659  distinguishing designation.
 2660         (4)(3) All shares of a series must have preferences,
 2661  limitations, and relative rights identical with those of other
 2662  shares of the same series and, except to the extent otherwise
 2663  provided in the description of the series, of those of other
 2664  series of the same class.
 2665         (5)(4) Before issuing any shares of a class or series
 2666  created under this section, the corporation shall must deliver
 2667  to the department of State for filing articles of amendment,
 2668  which are effective without shareholder action, that set forth:
 2669         (a) The name of the corporation;
 2670         (b) The text of the amendment determining the terms of the
 2671  class or series of shares;
 2672         (c) The date the amendment was adopted; and
 2673         (d) A statement that the amendment was duly adopted by the
 2674  board of directors.
 2675         Section 40. Subsections (1), (2), (4), and (5) of section
 2676  607.0604, Florida Statutes, are amended to read:
 2677         607.0604 Fractional shares.—
 2678         (1) A corporation may:
 2679         (a) Issue fractions of a share or, in lieu of doing so, pay
 2680  in money the fair value of fractions of a share;
 2681         (b) Make arrangements, or provide reasonable opportunity,
 2682  for any person entitled to or holding a fractional interest in a
 2683  share to sell such fractional interest or to purchase such
 2684  additional fractional interests as may be necessary to acquire a
 2685  full share;
 2686         (c) Issue scrip in registered or bearer form, over the
 2687  manual or facsimile signature of an officer of the corporation
 2688  or its agent, entitling the holder to receive a full share upon
 2689  surrendering enough scrip to equal a full share.
 2690         (2) The board of directors may authorize the issuance of
 2691  scrip subject to any condition considered desirable, including
 2692  that:
 2693         (a) That The scrip will become void if not exchanged for
 2694  full shares before a specified date; and
 2695         (b) That The shares for which the scrip is exchangeable may
 2696  be sold and the proceeds paid to the scripholders.
 2697         (4) The holder of a fractional share is entitled to
 2698  exercise the rights of a shareholder, including the rights right
 2699  to vote, to receive dividends, and to receive distributions upon
 2700  dissolution participate in the assets of the corporation upon
 2701  liquidation. The holder of scrip is not entitled to any of these
 2702  rights unless the scrip provides for them.
 2703         (5) When a corporation is to pay in money the value of
 2704  fractions of a share, the good faith judgment of the board of
 2705  directors as to the fair value shall be conclusive.
 2706         Section 41. Subsections (2) and (5) of section 607.0620,
 2707  Florida Statutes, are amended, and subsection (6) is added to
 2708  that section, to read:
 2709         607.0620 Subscriptions for shares.—
 2710         (2) A subscription for shares, whether made before or after
 2711  incorporation, is not enforceable against the subscriber unless
 2712  in writing and signed by the subscriber.
 2713         (5) If a subscriber defaults in payment of money or
 2714  property under a subscription agreement entered into before
 2715  incorporation, the corporation may collect the amount owed as
 2716  any other debt. Alternatively, unless the subscription agreement
 2717  provides otherwise, the corporation may rescind the agreement
 2718  and may sell the shares if the debt remains unpaid more than 20
 2719  days after the corporation delivers sends written demand for
 2720  payment to the subscriber. If the subscription agreement is
 2721  rescinded and the shares sold, then, notwithstanding the
 2722  rescission, If mailed, such written demand shall be deemed to be
 2723  made when deposited in the United States mail in a sealed
 2724  envelope addressed to the subscriber at his or her last post
 2725  office address known to the corporation, with first-class
 2726  postage thereon prepaid. the defaulting subscriber or his or her
 2727  legal representative shall be entitled to be paid the excess of
 2728  the sale proceeds over the sum of the amount due and unpaid on
 2729  the subscription and the reasonable expenses incurred in selling
 2730  the shares, but in no event shall the defaulting subscriber or
 2731  his or her legal representative be entitled to be paid an amount
 2732  greater than the amount paid by the subscriber on the
 2733  subscription.
 2734         (6) A subscription agreement entered into after
 2735  incorporation is also subject to s. 607.0621.
 2736         Section 42. Subsection (5) of section 607.0621, Florida
 2737  Statutes, is amended to read:
 2738         607.0621 Issuance of shares.—
 2739         (5) The corporation may place in escrow shares issued for a
 2740  contract for future services or benefits or a promissory note,
 2741  or make other arrangements to restrict the transfer of the
 2742  shares, and may credit distributions in respect of the shares
 2743  against their purchase price, until the services are performed,
 2744  the note is paid, or the benefits received. If the services are
 2745  not performed, the note is not paid, or the benefits are not
 2746  received, the shares escrowed or restricted and the
 2747  distributions credited may be canceled in whole or part.
 2748         Section 43. Subsection (5) of section 607.0622, Florida
 2749  Statutes, is amended to read:
 2750         607.0622 Liability for shares issued before payment.—
 2751         (5) No liability under this section may be asserted more
 2752  than 5 years after the earlier of:
 2753         (a) The issuance of the shares stock, or
 2754         (b) The date of the subscription upon which the assessment
 2755  is sought.
 2756         Section 44. Subsections (1) and (3) of section 607.0623,
 2757  Florida Statutes, are amended to read:
 2758         607.0623 Share dividends.—
 2759         (1) Unless the articles of incorporation provide otherwise,
 2760  shares may be issued pro rata and without consideration to the
 2761  corporation’s shareholders or to the shareholders of one or more
 2762  classes or series or shares. An issuance of shares under this
 2763  subsection is a share dividend.
 2764         (3) The board of directors may fix the record date for
 2765  determining shareholders entitled to a share dividend, but the
 2766  date may not be retroactive. If the board of directors does not
 2767  fix the record date for determining shareholders entitled to a
 2768  share dividend, the record date it is the date the board of
 2769  directors authorizes the share dividend.
 2770         Section 45. Section 607.0624, Florida Statutes, is amended
 2771  to read:
 2772         607.0624 Share rights, options, warrants, and awards.—
 2773         (1) Unless the articles of incorporation provide otherwise,
 2774  a corporation may issue rights, options, or warrants for the
 2775  purchase of shares of the corporation of any class or series,
 2776  whether authorized but unissued shares of the corporation,
 2777  treasury shares, or shares of the corporation to be purchased or
 2778  acquired by the corporation. The board of directors shall
 2779  determine the terms and conditions upon which the rights,
 2780  options, or warrants are issued, including the consideration for
 2781  which the shares are to be issued. The authorization by the
 2782  board of directors for the corporation to issue such rights,
 2783  options, or warrants constitutes authorization for the issuance
 2784  of the shares for which the rights, options, or warrants are
 2785  exercisable their form and content, and the consideration for
 2786  which the shares are to be issued.
 2787         (2) The terms and conditions of such stock rights, and
 2788  options, or warrants, including those outstanding on January 1,
 2789  2020, may include restrictions or conditions that:
 2790         (a) Preclude or limit the exercise, transfer, or receipt of
 2791  such rights, options, or warrants by any person or persons
 2792  owning or offering to acquire a specified number or percentage
 2793  of the outstanding shares of the corporation or by any
 2794  transferee or transferees of any such person or persons; or
 2795         (b)which are created and issued by a corporation formed
 2796  under this chapter, or its successor, and which entitle the
 2797  holders thereof to purchase from the corporation shares of any
 2798  class or classes, whether authorized but unissued shares,
 2799  treasury shares, or shares to be purchased or acquired by the
 2800  corporation, may include, without limitation, restrictions, or
 2801  conditions that preclude or limit the exercise, transfer,
 2802  receipt, or holding of such rights or options by any person or
 2803  persons, including any person or persons owning or offering to
 2804  acquire a specified number or percentage of the outstanding
 2805  common shares or other securities of the corporation, or any
 2806  transferee or transferees of any such person or persons, or that
 2807  Invalidate or void such rights, or options, or warrants held by
 2808  any such person or persons or any such transferee or
 2809  transferees.
 2810         (3) The board of directors may authorize a board committee
 2811  or the board of directors may authorize one or more officers, or
 2812  a board committee so authorized by the board of directors may
 2813  authorize one or more officers, to:
 2814         (a) Designate the recipients of rights, options, warrants,
 2815  or other equity compensation awards that involve the issuance of
 2816  shares; and
 2817         (b) Determine, within an amount and subject to any other
 2818  limitations established by the board of directors, a board
 2819  committee, and, if applicable, the shareholders, the number of
 2820  such rights, options, warrants, or other equity compensation
 2821  awards and the terms and conditions of such rights, options,
 2822  warrants, or awards to be received by the recipients, provided
 2823  that an officer may not use such authority to designate himself
 2824  or herself or any other persons as the board of directors or a
 2825  committee of the board may specify as a recipient of such
 2826  rights, options, warrants, or other equity compensation awards.
 2827         (4) For purposes of this section, the term “shares”
 2828  includes a security convertible into or carrying a right to
 2829  subscribe for or acquire shares.
 2830         Section 46. Subsections (1), (2), and (3) of section
 2831  607.0625, Florida Statutes, are amended to read:
 2832         607.0625 Form and content of certificates.—
 2833         (1) Shares may but need not be represented by certificates.
 2834  Unless this chapter act or another statute expressly provides
 2835  otherwise, the rights and obligations of shareholders are
 2836  identical, regardless of whether or not their shares are
 2837  represented by certificates.
 2838         (2) At a minimum, each share certificate must state on its
 2839  face:
 2840         (a) The name of the issuing corporation and that the
 2841  corporation is organized under the laws of this state;
 2842         (b) The name of the person to whom issued; and
 2843         (c) The number and class of shares and the designation of
 2844  the series, if any, the certificate represents.
 2845         (3) If the issuing corporation is authorized to issue
 2846  different classes of shares or different series of shares within
 2847  a class, the designations, relative rights, preferences, and
 2848  limitations applicable to each class and the variations in
 2849  rights, preferences, and limitations determined for each series
 2850  (and the authority of the board of directors to determine
 2851  variations for future series) must be summarized on the front or
 2852  back of each certificate. Alternatively, each certificate may
 2853  state conspicuously on its front or back that the corporation
 2854  will furnish the shareholder a full statement of this
 2855  information on request and without charge.
 2856         Section 47. Section 607.0626, Florida Statutes, is amended
 2857  to read:
 2858         607.0626 Shares without certificates.—
 2859         (1) Unless the articles of incorporation or bylaws provide
 2860  otherwise, the board of directors of a corporation may authorize
 2861  the issuance issue of some or all of the shares of any or all of
 2862  its classes or series without certificates. The authorization
 2863  does not affect shares already represented by certificates until
 2864  they are surrendered to the corporation.
 2865         (2) Within a reasonable time after the issuance issue or
 2866  transfer of shares without certificates, the corporation shall
 2867  deliver to send the shareholder a written statement of the
 2868  information required on certificates by s. 607.0625(2) and (3),
 2869  and, if applicable, s. 607.0627.
 2870         Section 48. Subsection (4) of section 607.0627, Florida
 2871  Statutes, is amended to read:
 2872         607.0627 Restriction on transfer of shares and other
 2873  securities.—
 2874         (4) A restriction on the transfer or registration of
 2875  transfer of shares may:
 2876         (a) Obligate the shareholder first to offer the corporation
 2877  or other persons (separately, consecutively, or simultaneously)
 2878  an opportunity to acquire the restricted shares;
 2879         (b) Obligate the corporation or other persons (separately,
 2880  consecutively, or simultaneously) to acquire the restricted
 2881  shares;
 2882         (c) Require the corporation, the holders of any class or
 2883  series of its shares, or other persons another person to approve
 2884  the transfer of the restricted shares, if the requirement is not
 2885  manifestly unreasonable; or
 2886         (d) Prohibit the transfer of the restricted shares to
 2887  designated persons or classes of persons, if the prohibition is
 2888  not manifestly unreasonable.
 2889         Section 49. Paragraphs (c), (d), and (e) of subsection (2)
 2890  of section 607.0630, Florida Statutes, are amended to read:
 2891         607.0630 Shareholders’ preemptive rights.—
 2892         (2) A statement included in the articles of incorporation
 2893  that “the corporation elects to have preemptive rights” (or
 2894  words of similar import) means that the following principles
 2895  apply except to the extent the articles of incorporation
 2896  expressly provide otherwise:
 2897         (c) There is no preemptive right with respect to:
 2898         1. Shares issued as compensation to directors, officers,
 2899  agents, or employees of the corporation, or its subsidiaries, or
 2900  affiliates;
 2901         2. Shares issued to satisfy conversion or option rights
 2902  created to provide compensation to directors, officers, agents,
 2903  or employees of the corporation, or its subsidiaries, or
 2904  affiliates;
 2905         3. Shares authorized in the articles of incorporation that
 2906  are issued within 6 months from the effective date of
 2907  incorporation;
 2908         4. Shares issued pursuant to a plan of reorganization
 2909  approved by a court of competent jurisdiction pursuant to a law
 2910  of this state or of the United States; or
 2911         5. Shares issued for consideration other than money.
 2912         (d) Holders of shares of any class or series without
 2913  general voting rights but with preferential rights to
 2914  distributions to receive the or net assets upon dissolution and
 2915  liquidation have no preemptive rights with respect to shares of
 2916  any class or series.
 2917         (e) Holders of shares of any class or series with general
 2918  voting rights but without preferential rights to distributions
 2919  or net assets upon dissolution or liquidation have no preemptive
 2920  rights with respect to shares of any class or series with
 2921  preferential rights to receive the net assets of the corporation
 2922  upon dissolution distributions or assets unless the shares with
 2923  preferential rights are convertible into or carry a right to
 2924  subscribe for or acquire the shares without preferential rights.
 2925         Section 50. Subsections (3) and (5) of section 607.0631,
 2926  Florida Statutes, are amended, and subsection (6) is added to
 2927  that section, to read:
 2928         607.0631 Corporation’s acquisition of its own shares.—
 2929         (3) Articles of amendment to effectuate a reduction in the
 2930  authorized shares by the number of shares acquired by the
 2931  corporation may be adopted by the board of directors without
 2932  shareholder action, shall be delivered to the department of
 2933  State for filing, and shall set forth:
 2934         (a) The name of the corporation;
 2935         (b) The reduction in the number of authorized shares,
 2936  itemized by class and series; and
 2937         (c) The total number of authorized shares, itemized by
 2938  class and series, remaining after reduction of the shares.
 2939         (5) A corporation that has shares of any class or series
 2940  which are either registered on a national securities exchange or
 2941  designated as a national market system security on an
 2942  interdealer quotation system by the National Association of
 2943  Securities Dealers, Inc., may acquire such shares and designate,
 2944  either in the bylaws or in the resolutions of its board, that
 2945  shares so acquired by the corporation shall constitute treasury
 2946  shares.
 2947         (6) Shares that a corporation acquires in a fiduciary
 2948  capacity for the benefit of any person other than the
 2949  corporation directly or indirectly through an entity controlled
 2950  by the corporation may not be deemed to have been acquired by
 2951  the corporation for purposes of this section.
 2952         Section 51. Subsections (2), (3), (4), (6), (7), and (8) of
 2953  section 607.06401, Florida Statutes, are amended, and subsection
 2954  (9) is added to that section, to read:
 2955         607.06401 Distributions to shareholders.—
 2956         (2) The board of directors may fix the record date for
 2957  determining shareholders entitled to a distribution, but the
 2958  date may not be retroactive. If the board of directors does not
 2959  fix the record date for determining shareholders entitled to a
 2960  distribution (other than one involving a purchase, redemption,
 2961  or other acquisition of the corporation’s shares), the record
 2962  date it is the date the board of directors authorizes the
 2963  distribution.
 2964         (3) No distribution may be made if, after giving it effect:
 2965         (a) The corporation would not be able to pay its debts as
 2966  they become due in the usual course of the corporation’s
 2967  activities and affairs business; or
 2968         (b) The corporation’s total assets would be less than the
 2969  sum of its total liabilities plus (unless the articles of
 2970  incorporation permit otherwise) the amount that would be needed,
 2971  if the corporation were to be dissolved and wound up at the time
 2972  of the distribution, to satisfy the preferential rights upon
 2973  dissolution and winding up of shareholders whose preferential
 2974  rights are superior to those receiving the distribution.
 2975         (4) The board of directors may base a determination that a
 2976  distribution is not prohibited under subsection (3) on:
 2977         (a)either on Financial statements prepared on the basis of
 2978  accounting practices and principles that are reasonable under in
 2979  the circumstances; or
 2980         (b)on A fair valuation or other method that is reasonable
 2981  under in the circumstances. In the case of any distribution
 2982  based upon such a valuation, each such distribution shall be
 2983  identified as a distribution based upon a current valuation of
 2984  assets, and the amount per share paid on the basis of such
 2985  valuation shall be disclosed to the shareholders concurrent with
 2986  their receipt of the distribution.
 2987         (6) Except as provided in subsection (8), the effect of a
 2988  distribution under subsection (3) is measured:
 2989         (a) In the case of a distribution by purchase, redemption,
 2990  or other acquisition of the corporation’s shares, as of the
 2991  earlier of the date on which:
 2992         1. The date Money or other property is transferred or the
 2993  debt to a shareholder is incurred by the corporation, or
 2994         2. The date the shareholder ceases to be a shareholder with
 2995  respect to the acquired shares;
 2996         (b) In the case of a any other distribution of
 2997  indebtedness, as of the date on which the indebtedness is
 2998  distributed;
 2999         (c) In all other cases, as of the date on which:
 3000         1. The date the distribution is authorized if the payment
 3001  occurs within 120 days after that date; the date of
 3002  authorization, or
 3003         2. The date the payment is made if the payment it occurs
 3004  more than 120 days after the date the distribution is authorized
 3005  of authorization.
 3006         (7) A corporation’s indebtedness to a shareholder incurred
 3007  by reason of a distribution made in accordance with this section
 3008  is at parity with the corporation’s indebtedness to its general,
 3009  unsecured creditors except to the extent provided otherwise
 3010  subordinated by agreement. The obligation to pay such
 3011  indebtedness may be secured by a lien on assets of the
 3012  corporation if not prohibited by a law other than this chapter.
 3013         (8) Indebtedness of a corporation, including indebtedness
 3014  issued as a distribution, is not considered a liability for
 3015  purposes of determinations under subsection (3) if the terms of
 3016  the indebtedness its terms provide that payment of principal and
 3017  interest is are made only if and to the extent that payment of a
 3018  distribution to shareholders could then be made under this
 3019  section. If such the indebtedness is issued as a distribution,
 3020  and by its terms provides that the payments each payment of
 3021  principal or interest are made only to the extent is treated as
 3022  a distribution could be made under this section, then each
 3023  payment of principal and interest of that indebtedness is
 3024  treated as a distribution, the effect of which is measured on
 3025  the date the payment is actually made.
 3026         (9) This section does not apply to distributions in
 3027  liquidation under ss. 607.1401-607.14401.
 3028         Section 52. Section 607.0701, Florida Statutes, is amended
 3029  to read:
 3030         607.0701 Annual meeting.—
 3031         (1) Unless directors are elected by written consent in lieu
 3032  of an annual meeting pursuant to s. 607.0704, a corporation
 3033  shall hold a meeting of shareholders annually, for the election
 3034  of directors and for the transaction of any proper business, at
 3035  a time stated in or fixed in accordance with the bylaws.
 3036         (2) Annual shareholders’ meetings of shareholders may be
 3037  held in or out of this state at a place stated in or fixed in
 3038  accordance with the bylaws or, when not inconsistent with the
 3039  bylaws, stated in the notice of the annual meeting. If no place
 3040  is stated in or fixed in accordance with the bylaws, or stated
 3041  in the notice of the annual meeting, annual meetings shall be
 3042  held at the corporation’s principal office.
 3043         (3) The failure to hold the annual meeting at the time
 3044  stated in or fixed in accordance with a corporation’s bylaws or
 3045  pursuant to this chapter act does not affect the validity of any
 3046  corporate action and shall not work a forfeiture of or
 3047  dissolution of the corporation.
 3048         (4) Participation of shareholders and proxy holders at an
 3049  annual meeting of shareholders by remote communication shall be
 3050  governed by and subject to the provisions of s. 607.0709 If
 3051  authorized by the board of directors, and subject to such
 3052  guidelines and procedures as the board of directors may adopt,
 3053  shareholders and proxy holders not physically present at an
 3054  annual meeting of shareholders may, by means of remote
 3055  communication:
 3056         (a) Participate in an annual meeting of shareholders.
 3057         (b) Be deemed present in person and vote at an annual
 3058  meeting of shareholders, whether such meeting is to be held at a
 3059  designated place or solely by means of remote communication,
 3060  provided that:
 3061         1. The corporation shall implement reasonable measures to
 3062  verify that each person deemed present and permitted to vote at
 3063  the annual meeting by means of remote communication is a
 3064  shareholder or proxy holder;
 3065         2. The corporation shall implement reasonable measures to
 3066  provide such shareholders or proxy holders a reasonable
 3067  opportunity to participate in the annual meeting and to vote on
 3068  matters submitted to the shareholders, including, without
 3069  limitation, an opportunity to communicate and to read or hear
 3070  the proceedings of the annual meeting substantially concurrently
 3071  with such proceedings; and
 3072         3. If any shareholder or proxy holder votes or takes other
 3073  action at the annual meeting by means of remote communication, a
 3074  record of such vote or other action shall be maintained by the
 3075  corporation.
 3076         Section 53. Section 607.0702, Florida Statutes, is amended
 3077  to read:
 3078         607.0702 Special meeting.—
 3079         (1) A corporation shall hold a special meeting of
 3080  shareholders:
 3081         (a) On call of its board of directors or the person or
 3082  persons authorized to do so by the articles of incorporation or
 3083  bylaws; or
 3084         (b) If shareholders holding the holders of not less than 10
 3085  percent, unless a greater percentage not to exceed 50 percent is
 3086  required by the articles of incorporation, of all the votes
 3087  entitled to be cast on any issue proposed to be considered at
 3088  the proposed special meeting sign, date, and deliver to the
 3089  corporation’s secretary one or more written demands for the
 3090  meeting describing the purpose or purposes for which it is to be
 3091  held. Unless otherwise provided in the articles of
 3092  incorporation, a written demand for a special meeting may be
 3093  revoked by a writing to that effect received by the corporation
 3094  prior to the receipt by the corporation of demands sufficient in
 3095  number to require the holding of a special meeting.
 3096         (2) Special meetings of shareholders shareholders’ meetings
 3097  may be held in or out of the state at a place stated in or fixed
 3098  in accordance with the bylaws or, when not inconsistent with the
 3099  bylaws, in the notice of the special meeting. If no place is
 3100  stated in or fixed in accordance with the bylaws or in the
 3101  notice of the special meeting, special meetings shall be held at
 3102  the corporation’s principal office.
 3103         (3) Only business within the purpose or purposes described
 3104  in the special meeting notice required by s. 607.0705 may be
 3105  conducted at a special meeting of shareholders shareholders’
 3106  meeting.
 3107         (4) Participation of shareholders and proxy holders at a
 3108  special meeting of shareholders by remote communication shall be
 3109  governed by and subject to the provisions of s. 607.0709 If
 3110  authorized by the board of directors, and subject to such
 3111  guidelines and procedures as the board of directors may adopt,
 3112  shareholders and proxy holders not physically present at a
 3113  special meeting of shareholders may, by means of remote
 3114  communication:
 3115         (a) Participate in a special meeting of shareholders.
 3116         (b) Be deemed present in person and vote at a special
 3117  meeting of shareholders, whether such meeting is to be held at a
 3118  designated place or solely by means of remote communication,
 3119  provided that:
 3120         1. The corporation shall implement reasonable measures to
 3121  verify that each person deemed present and permitted to vote at
 3122  the special meeting by means of remote communication is a
 3123  shareholder or proxy holder;
 3124         2. The corporation shall implement reasonable measures to
 3125  provide such shareholders or proxy holders a reasonable
 3126  opportunity to participate in the special meeting and to vote on
 3127  matters submitted to the shareholders, including, without
 3128  limitation, an opportunity to communicate and to read or hear
 3129  the proceedings of the special meeting substantially
 3130  concurrently with such proceedings; and
 3131         3. If any shareholder or proxy holder votes or takes other
 3132  action at the special meeting by means of remote communication,
 3133  a record of such vote or other action shall be maintained by the
 3134  corporation.
 3135         Section 54. Section 607.0703, Florida Statutes, is amended
 3136  to read:
 3137         607.0703 Court-ordered meeting.—
 3138         (1) The circuit court in the applicable county may
 3139  summarily of the county where a corporation’s principal office
 3140  is located, if located in this state, or where a corporation’s
 3141  registered office is located if its principal office is not
 3142  located in this state, may, after notice to the corporation,
 3143  order a meeting to be held:
 3144         (a) On application of any shareholder of the corporation
 3145  entitled to vote at in an annual meeting if neither an annual
 3146  meeting has not been held nor an action by written consent in
 3147  lieu thereof has become effective within any 15-month 13-month
 3148  period; or
 3149         (b) On application of one or more shareholders a
 3150  shareholder who signed a demand for a special meeting valid
 3151  under s. 607.0702, if:
 3152         1. Notice of the special meeting was not given within 60
 3153  days after the first day on which the requisite number of
 3154  demands have been date the demand was delivered to the
 3155  corporation’s secretary; or
 3156         2. The special meeting was not held in accordance with the
 3157  notice.
 3158         (2) The court may fix the time and place of the meeting,
 3159  determine the shares entitled to participate in the meeting,
 3160  specify a record date or dates for determining shareholders
 3161  entitled to notice of and to vote at the meeting, prescribe the
 3162  form and content of the meeting notice, fix the quorum by voting
 3163  group required for matters to be considered at the meeting (or
 3164  direct that the votes of a voting group represented at the
 3165  meeting constitute a quorum of such voting group for action on
 3166  those matters), and enter other orders necessary to accomplish
 3167  the purpose or purposes of the meeting as may be appropriate.
 3168         Section 55. Subsections (1), (3), (4), and (5) of section
 3169  607.0704, Florida Statutes, are amended, and subsections (7) and
 3170  (8) are added to that section, to read:
 3171         607.0704 Action by shareholders without a meeting.—
 3172         (1) Unless otherwise provided in the articles of
 3173  incorporation or in subsection (8), action required or permitted
 3174  by this chapter act to be taken at an annual or special meeting
 3175  of shareholders may be taken without a meeting, without prior
 3176  notice, and without a vote if the action is taken by the holders
 3177  of outstanding shares stock of each voting group entitled to
 3178  vote thereon having not less than the minimum number of votes
 3179  with respect to each voting group that would be necessary to
 3180  authorize or take such action at a meeting at which all voting
 3181  groups and shares entitled to vote thereon were present and
 3182  voted. In order to be effective the action must be evidenced by
 3183  one or more written consents describing the action taken, dated
 3184  and signed by approving shareholders having the requisite number
 3185  of votes of each voting group entitled to vote thereon, and
 3186  delivered to the corporation by delivery to its principal office
 3187  in this state, its principal place of business, the corporate
 3188  secretary, or another officer or agent of the corporation having
 3189  custody of the book in which proceedings of meetings of
 3190  shareholders are recorded. No written consent shall be effective
 3191  to take the corporate action referred to therein unless, within
 3192  60 days of the date of the earliest dated consent delivered in
 3193  the manner required by this section, written consents signed by
 3194  shareholders owning a sufficient number of shares the number of
 3195  holders required to authorize or take the action have been are
 3196  delivered to the corporation by delivery as set forth in this
 3197  section.
 3198         (3) Within 10 days after either written consents sufficient
 3199  to authorize or take the action have been delivered to the
 3200  corporation or such later date that tabulation of consents is
 3201  completed pursuant to an authorization under subsection (4)
 3202  obtaining such authorization by written consent, notice must be
 3203  given to those shareholders who have not consented in writing or
 3204  who are not entitled to vote on the action. The notice shall
 3205  fairly summarize the material features of the authorized action
 3206  and, if the action be such for which appraisal dissenters’
 3207  rights are provided under this chapter act, the notice shall
 3208  contain a clear statement of the right of shareholders entitled
 3209  to assert appraisal rights under this chapter with respect to
 3210  the action dissenting therefrom to be paid the fair value of
 3211  their shares upon compliance with further provisions of this
 3212  chapter act regarding the rights of dissenting shareholders
 3213  entitled to assert appraisal rights under this chapter with
 3214  respect to the action.
 3215         (4) A consent signed under this section has the effect of a
 3216  meeting vote and may be described as such in any document.
 3217  Unless the articles of incorporation, bylaws, or a resolution of
 3218  the board of directors provides for a reasonable delay to permit
 3219  tabulation of written consents, the action taken by written
 3220  consent shall be effective when written consents signed by
 3221  shareholders owning a sufficient number of shares required to
 3222  authorize or take the action have been delivered to the
 3223  corporation.
 3224         (5) In the event that the action to which the shareholders
 3225  consent is such as would have required the filing of a
 3226  certificate under any other section of this chapter act if such
 3227  action had been voted on by shareholders at a meeting thereof,
 3228  the certificate filed under such other section shall state that
 3229  written consent has been given in accordance with the provisions
 3230  of this section.
 3231         (7) The notice requirements in subsection (3) do not delay
 3232  the effectiveness of actions taken by written consent, and a
 3233  failure to comply with such notice requirement does not
 3234  invalidate actions taken by written consent. This subsection may
 3235  not be deemed to limit judicial power to fashion any appropriate
 3236  remedy in favor of a shareholder adversely affected by a failure
 3237  to give such notice within the required time period.
 3238         (8) If a corporation’s articles of incorporation authorize
 3239  shareholders to cumulate their votes when electing directors
 3240  pursuant to s. 607.0728, directors may not be elected by written
 3241  consent of the shareholders unless the consent is unanimous.
 3242         Section 56. Section 607.0705, Florida Statutes, is amended
 3243  to read:
 3244         607.0705 Notice of meeting.—
 3245         (1) A corporation shall notify shareholders of the date,
 3246  time, and place of each annual and special shareholders’ meeting
 3247  no fewer than 10 or more than 60 days before the meeting date.
 3248  The notice must include the record date for determining the
 3249  shareholders entitled to vote at the meeting if the record date
 3250  for determining the shareholders entitled to vote at the meeting
 3251  is different than the record date for determining shareholders
 3252  entitled to notice of the meeting. If the board of directors has
 3253  authorized participation by means of remote communication
 3254  pursuant to s. 607.0709 for any class or series of shares, the
 3255  notice to the holders of such class or series must describe the
 3256  means of remote communication to be used. Unless this chapter
 3257  act or the articles of incorporation require otherwise, the
 3258  corporation is required to give notice only to shareholders
 3259  entitled to vote at the meeting as of the record date for
 3260  determining the shareholders entitled to notice of the meeting.
 3261  Notice shall be given in the manner provided in s. 607.0141, by
 3262  or at the direction of the president, the secretary, or the
 3263  officer or persons calling the meeting. If the notice is mailed
 3264  at least 30 days before the date of the meeting, it may be done
 3265  by a class of United States mail other than first class.
 3266  Notwithstanding s. 607.0141, if mailed, such notice shall be
 3267  deemed to be delivered when deposited in the United States mail
 3268  addressed to the shareholder at her or his address as it appears
 3269  in the record of shareholders of the corporation, maintained in
 3270  accordance with s. 607.1601(4) on the stock transfer books of
 3271  the corporation, with postage thereon prepaid.
 3272         (2) Unless this chapter act or the articles of
 3273  incorporation require otherwise, notice of an annual meeting of
 3274  shareholders need not include a description of the purpose or
 3275  purposes for which the meeting is called.
 3276         (3) Notice of a special meeting of shareholders must
 3277  include a description of the purpose or purposes for which the
 3278  meeting is called.
 3279         (4) Unless the bylaws require otherwise, if an annual or
 3280  special shareholders’ meeting of shareholders is adjourned to a
 3281  different date, time, or place, or to add or modify the terms of
 3282  participation by remote communication, notice need not be given
 3283  of the new date, time, or place, or terms of participation by
 3284  remote communication if the new date, time, or place, or terms
 3285  of participation by remote communication is announced at the
 3286  meeting before an adjournment is taken, and any business may be
 3287  transacted at the adjourned meeting that might have been
 3288  transacted on the original date of the meeting. If a new record
 3289  date for the adjourned meeting is or must be fixed under s.
 3290  607.0707, however, notice of the adjourned meeting must be given
 3291  under this section to persons who are shareholders as of the new
 3292  record date who are entitled to notice of the meeting.
 3293         (5) Notwithstanding the foregoing, whenever notice is
 3294  required to be given to any shareholder under this chapter or
 3295  the articles of incorporation or bylaws of any corporation to
 3296  whom no notice of a shareholders’ meeting need be given to a
 3297  shareholder if:
 3298         (a) Notice of two consecutive annual meetings, and all
 3299  notices of meetings or the taking of action by written consent
 3300  without a meeting to such person during the period between such
 3301  two consecutive annual meetings; An annual report and proxy
 3302  statements for two consecutive annual meetings of shareholders
 3303  or
 3304         (b) All, and at least two checks in payment of dividends or
 3305  interest on securities during a 12-month period,
 3306  
 3307  have been sent by first-class United States mail, addressed to
 3308  the shareholder at such person’s her or his address as it
 3309  appears in the record of shareholders on the share transfer
 3310  books of the corporation, maintained in accordance with s.
 3311  607.1601(4), and returned undeliverable, then the giving of such
 3312  notice to such person shall not be required. Any action or
 3313  meeting which is taken or held without notice to such person has
 3314  the same force and effect as if such notice has been duly given.
 3315  If any such person delivers to the corporation a written notice
 3316  setting forth such person’s then current address, the
 3317  requirement that a notice be given to such person with respect
 3318  to future notices shall be reinstated. The obligation of the
 3319  corporation to give notice of a shareholders’ meeting to any
 3320  such shareholder shall be reinstated once the corporation has
 3321  received a new address for such shareholder for entry on its
 3322  share transfer books.
 3323         Section 57. Subsection (1) of section 607.0706, Florida
 3324  Statutes, is amended to read:
 3325         607.0706 Waiver of notice.—
 3326         (1) A shareholder may waive any notice required by this
 3327  chapter act, the articles of incorporation, or bylaws before or
 3328  after the date and time stated in the notice. The waiver must be
 3329  in writing, be signed by the shareholder entitled to the notice,
 3330  and be delivered to the corporation for filing by the
 3331  corporation with inclusion in the minutes or filing with the
 3332  corporate records. Neither the business to be transacted at nor
 3333  the purpose of any regular or special meeting of the
 3334  shareholders need be specified in any written waiver of notice
 3335  unless so required by the articles of incorporation or the
 3336  bylaws.
 3337         Section 58. Subsections (1), (3), (4), (6), and (7) of
 3338  section 607.0707, Florida Statutes, are amended, and subsections
 3339  (8), (9), and (10) are added to that section, to read:
 3340         607.0707 Record date.—
 3341         (1) The bylaws may fix or provide the manner of fixing the
 3342  record date or dates for one or more voting groups in order to
 3343  determine the shareholders entitled to notice of a shareholders’
 3344  meeting, to demand a special meeting, to vote, or to take any
 3345  other action. If the bylaws do not fix or provide for fixing
 3346  such a record date, the board of directors of the corporation
 3347  may fix the record date. In no event may a record date fixed by
 3348  the board of directors be a date preceding the date upon which
 3349  the resolution fixing the record date is adopted.
 3350         (3) The bylaws may fix or provide the manner of fixing the
 3351  record date for determining shareholders entitled to take action
 3352  by the written consent of shareholders. If not otherwise
 3353  provided by or pursuant to the bylaws, the board of directors of
 3354  the corporation may set a record date for determining
 3355  shareholders entitled to take action by the written consent of
 3356  shareholders. In no event may a record date fixed by the board
 3357  of directors be a date preceding the date upon which the
 3358  resolution fixing the record date is adopted. If the bylaws do
 3359  not fix or provide for the manner of fixing such a record date
 3360  and if no such record date is fixed by the board of directors,
 3361  the record date for determining shareholders entitled to take
 3362  such action shall be the date that the first signed written
 3363  consent is delivered to the corporation pursuant to s. 607.0704
 3364  If not otherwise provided by or pursuant to the bylaws and no
 3365  prior action is required by the board of directors pursuant to
 3366  this act, the record date for determining shareholders entitled
 3367  to take action without a meeting is the date the first signed
 3368  written consent is delivered to the corporation under s.
 3369  607.0704. If not otherwise fixed, and prior action is required
 3370  by the board of directors pursuant to this chapter, the record
 3371  date for determining shareholders entitled to take action
 3372  without a meeting is at the close of business on the day on
 3373  which the board of directors adopts the resolution taking such
 3374  prior action.
 3375         (4) If not otherwise provided by or pursuant to the bylaws,
 3376  or by a court order pursuant to s. 607.0703, the record date for
 3377  determining shareholders entitled to notice of and to vote at an
 3378  annual or special shareholders’ meeting is the close of business
 3379  on the day before the first notice is delivered to shareholders.
 3380         (6) A determination of shareholders entitled to notice of
 3381  or to vote at a shareholders’ meeting is effective for any
 3382  adjournment of the meeting unless the board of directors fixes a
 3383  new record date or dates, which it must do if the meeting is
 3384  adjourned to a date more than 120 days after the date fixed for
 3385  the original meeting.
 3386         (7) If a court orders a meeting adjourned to a date more
 3387  than 120 days after the date fixed for the original meeting, it
 3388  may provide that the original record date or dates continues in
 3389  effect or it may fix a new record date or dates.
 3390         (8) The record date for a shareholders’ meeting fixed by or
 3391  in the manner provided in the bylaws or by the board of
 3392  directors shall be the record date for determining shareholders
 3393  entitled both to notice of and to vote at the shareholders’
 3394  meeting, unless in the case of a record date fixed by the board
 3395  of directors and to the extent not prohibited by the bylaws, the
 3396  board of directors, at the time it fixes the record date for
 3397  shareholders entitled to notice of the meeting, fixes a later
 3398  record date on or before the date of the meeting to determine
 3399  the shareholders entitled to vote at the meeting.
 3400         (9) Shares of a corporation’s own stock acquired by the
 3401  corporation between the record date for determining shareholders
 3402  entitled to notice of or to vote at a meeting of shareholders
 3403  and the time of the meeting may be voted on at the meeting by
 3404  the holder of record as of the record date and shall be counted
 3405  in determining the total number of outstanding shares entitled
 3406  to be voted at the meeting.
 3407         (10) If not otherwise fixed under s. 607.0703, the record
 3408  date for determining shareholders entitled to demand a special
 3409  meeting is the earliest date on which a signed shareholder
 3410  demand is delivered to the corporation. A written demand for a
 3411  special meeting is not effective unless, within 60 days of the
 3412  earliest date on which such a demand delivered to the
 3413  corporation as required by s. 607.0702 was signed, written
 3414  demands signed by shareholders holding at least the percentage
 3415  of votes specified in or fixed in accordance with s.
 3416  607.0702(1)(b) have been delivered to the corporation.
 3417         Section 59. Section 607.0709, Florida Statutes, is created
 3418  to read:
 3419         607.0709 Remote participation in annual and special
 3420  meetings of shareholders.—
 3421         (1) Shareholders of any voting group, other persons
 3422  entitled to vote on behalf of shareholders pursuant to s.
 3423  607.0721, attorneys in fact for shareholders, and holders of
 3424  proxies appointed pursuant to s. 607.0722 may participate in any
 3425  annual or special meeting of shareholders by means of remote
 3426  communication to the extent the board of directors authorizes
 3427  such participation for such voting group. Participation by means
 3428  of remote communication is subject to such guidelines and
 3429  procedures as the board of directors adopts, and must be in
 3430  conformity with subsection (2).
 3431         (2) Shareholders, other persons entitled to vote on behalf
 3432  of shareholders pursuant to s. 607.0721, attorneys in fact for
 3433  shareholders, and holders of proxies appointed pursuant to s.
 3434  607.0722 participating in a shareholders’ meeting by means of
 3435  remote communication authorized under subsection (1) shall be
 3436  deemed present in person and may vote at such a meeting, whether
 3437  such meeting is to be held at a designated place or solely by
 3438  means of remote communication, if the corporation has
 3439  implemented reasonable measures:
 3440         (a) To verify that each person participating remotely as a
 3441  shareholder is a shareholder, is another person entitled to vote
 3442  on behalf of a shareholder pursuant to s. 607.0721, is an
 3443  attorney in fact for a shareholder, or is a holder of a proxy
 3444  appointed pursuant to s. 607.0722; and
 3445         (b) To provide such shareholders, such other persons
 3446  entitled to vote on behalf of shareholders pursuant to s.
 3447  607.0721, such attorneys in fact for shareholders, and such
 3448  holders of proxies appointed pursuant to s. 607.0722, a
 3449  reasonable opportunity to participate in the meeting and to vote
 3450  on matters submitted to the shareholders, including an
 3451  opportunity to communicate, and to read or hear the proceedings
 3452  of the meeting, substantially concurrently with such
 3453  proceedings.
 3454         (3) If any shareholder, any other person entitled to vote
 3455  on behalf of a shareholder pursuant to s. 607.0721, any attorney
 3456  in fact for a shareholder, or any holder of a proxy appointed
 3457  pursuant to s. 607.0722, votes or takes action at a
 3458  shareholder’s meeting by means of remote communication
 3459  authorized under this section, a record of such vote or other
 3460  action shall be maintained by the corporation.
 3461         (4) If the board of directors is authorized to determine
 3462  the place of a shareholders’ meeting, the board of directors
 3463  may, in its sole discretion, determine that the meeting shall be
 3464  held solely by means of remote communication.
 3465         Section 60. Subsections (1), (2), (3), (5), and (7) of
 3466  section 607.0720, Florida Statutes, are amended to read:
 3467         607.0720 Shareholders’ list for meeting.—
 3468         (1) After fixing a record date for a meeting, a corporation
 3469  shall prepare an alphabetical list of the names of all its
 3470  shareholders who are entitled to notice of a shareholders’
 3471  meeting. If the board of directors fixes a different record date
 3472  under s. 607.0707(8) to determine the shareholders entitled to
 3473  vote at the meeting, the corporation must also prepare an
 3474  alphabetical list of the names of all its shareholders who are
 3475  entitled to vote at the meeting. Each list must be arranged by
 3476  voting group, and within each voting group by class or series of
 3477  shares, and show the address of and number of shares held by
 3478  each shareholder. This subsection does not require the
 3479  corporation to include on such list the electronic mail address
 3480  or other electronic contact information of a shareholder,
 3481  arranged by voting group with the address of, and the number and
 3482  class and series, if any, of shares held by, each.
 3483         (2) The shareholders’ list for notice must be available for
 3484  inspection by any shareholder for a period of 10 days prior to
 3485  the meeting or such shorter time as exists between the record
 3486  date and the meeting and continuing through the meeting at the
 3487  corporation’s principal office, at a place identified in the
 3488  meeting notice in the city where the meeting will be held, or at
 3489  the office of the corporation’s transfer agent or registrar. Any
 3490  separate shareholders’ list for voting, if different, must be
 3491  similarly available for inspection promptly after the record
 3492  date for voting. A shareholder or the shareholder’s agent or
 3493  attorney is entitled on written demand to inspect and, the list
 3494  (subject to the requirements of s. 607.1602(3)), copy a list
 3495  during regular business hours and at his or her expense, during
 3496  the period it is available for inspection.
 3497         (3) The corporation shall make the shareholders’ list of
 3498  shareholders entitled to vote available at the meeting, and any
 3499  shareholder or the shareholder’s agent or attorney is entitled
 3500  to inspect the list at any time during the meeting or any
 3501  adjournment.
 3502         (5) If the requirements of this section have not been
 3503  substantially complied with or if the corporation refuses to
 3504  allow a shareholder or the shareholder’s agent or attorney to
 3505  inspect a the shareholders’ list, or copy a list pursuant to
 3506  subsection (2), before or at the meeting, the meeting shall be
 3507  adjourned until such requirements are complied with on the
 3508  demand of any shareholder in person or by proxy who failed to
 3509  get such access, or, if not adjourned upon such demand and such
 3510  requirements are not complied with, the circuit court in the
 3511  applicable county of the county where a corporation’s principal
 3512  office (or, if none in this state, its registered office) is
 3513  located, on application of the shareholder, may summarily order
 3514  the inspection or copying at the corporation’s expense and may
 3515  postpone the meeting for which the list was prepared until the
 3516  inspection or copying is complete.
 3517         (7) A shareholder may not sell or otherwise distribute any
 3518  information or records inspected under this section, except to
 3519  the extent that such use is for a proper purpose as defined in
 3520  s. 607.1602(3). Any person who violates this provision shall be
 3521  subject to a civil penalty of $5,000.
 3522         Section 61. Subsections (1), (2), (3), and (4) of section
 3523  607.0721, Florida Statutes, are amended to read:
 3524         607.0721 Voting entitlement of shares.—
 3525         (1) Except as provided in subsections (2), (3), and (4) or
 3526  unless the articles of incorporation or this chapter act
 3527  provides otherwise, each outstanding share, regardless of class
 3528  or series, is entitled to one vote on each matter submitted to a
 3529  vote at a meeting of shareholders. Only shares are entitled to
 3530  vote. If the articles of incorporation provide for more or less
 3531  than one vote for any share on any matter, every reference in
 3532  this chapter act to a majority or other proportion of shares
 3533  shall refer to such a majority or other proportion of votes
 3534  entitled to be cast.
 3535         (2) The Shares of a corporation are not entitled to vote if
 3536  they are owned by or otherwise belong to the corporation
 3537  directly, or indirectly through an entity of which a majority of
 3538  the voting power is held directly or indirectly by the
 3539  corporation or which is otherwise controlled by the, directly or
 3540  indirectly, by a second corporation, domestic or foreign, and
 3541  the first corporation owns, directly or indirectly, a majority
 3542  of the shares entitled to vote for directors of the second
 3543  corporation.
 3544         (3) Shares held by the corporation in a fiduciary capacity
 3545  for the benefit of any person are entitled to vote unless they
 3546  are held for the benefit of, or otherwise belong to, the
 3547  corporation directly, or indirectly through an entity of which a
 3548  majority of the voting power is held directly or indirectly by
 3549  the corporation or which is otherwise controlled by the
 3550  corporation. For the purposes of this subsection, “voting power”
 3551  means the current power to vote in the election of directors of
 3552  a corporation or to elect, select, or appoint those persons who
 3553  will govern another entity Subsection (2) does not limit the
 3554  power of a corporation to vote any shares, including its own
 3555  shares, held by it in a fiduciary capacity.
 3556         (4) Redeemable shares are not entitled to vote on any
 3557  matter, and shall not be deemed to be outstanding, after
 3558  delivery of a written notice of redemption is effective mailed
 3559  to the holders thereof and a sum sufficient to redeem such
 3560  shares has been deposited with a bank, trust company, or other
 3561  financial institution upon an irrevocable obligation to pay the
 3562  holders the redemption price upon surrender of the shares.
 3563         Section 62. Subsections (3) and (7) of section 607.0722,
 3564  Florida Statutes, are amended, and subsection (5) of that
 3565  section is republished, to read:
 3566         607.0722 Proxies.—
 3567         (3) An appointment of a proxy is effective when a signed
 3568  appointment form or an electronic transmission of the
 3569  appointment is received by the inspector of election or by the
 3570  secretary or other officer or agent authorized to count tabulate
 3571  votes. An appointment is valid for the term up to 11 months
 3572  unless a longer period is expressly provided in the appointment
 3573  form and, if no term is provided, is valid for 11 months unless
 3574  the appointment is irrevocable under subsection (5).
 3575         (5) An appointment of a proxy is revocable by the
 3576  shareholder unless the appointment form or electronic
 3577  transmission conspicuously states that it is irrevocable and the
 3578  appointment is coupled with an interest. Appointments coupled
 3579  with an interest include the appointment of:
 3580         (a) A pledgee;
 3581         (b) A person who purchased or agreed to purchase the
 3582  shares;
 3583         (c) A creditor of the corporation who extended credit to
 3584  the corporation under terms requiring the appointment;
 3585         (d) An employee of the corporation whose employment
 3586  contract requires the appointment; or
 3587         (e) A party to a voting agreement created under s.
 3588  607.0731.
 3589         (7) Unless the appointment otherwise provides, an
 3590  appointment made irrevocable under subsection (5) continues in
 3591  effect after a transfer of the shares and a transferee takes
 3592  subject to the appointment, except that a transferee for value
 3593  of shares subject to an irrevocable appointment may revoke the
 3594  appointment if the transferee did not know of its existence when
 3595  the transferee he or she acquired the shares and the existence
 3596  of the irrevocable appointment was not noted conspicuously on
 3597  the certificate representing the shares or on the information
 3598  statement for shares without certificates.
 3599         Section 63. Section 607.0723, Florida Statutes, is amended
 3600  to read:
 3601         607.0723 Shares held by intermediaries and nominees.—
 3602         (1) A corporation’s board of directors corporation may
 3603  establish a procedure under by which a person on whose behalf
 3604  the beneficial owner of shares that are registered in the name
 3605  of an intermediary or a nominee may elect to be treated is
 3606  recognized by the corporation as the record shareholder by
 3607  filing with the corporation a beneficial ownership certificate.
 3608  The terms, conditions, and limitations of such treatment shall
 3609  be specified in the procedure. To the extent such person is
 3610  treated under such procedure as having rights or privileges that
 3611  the record shareholder otherwise would have, the record
 3612  shareholder may not have those rights or privileges. The extent
 3613  of this recognition may be determined in the procedure.
 3614         (2) The procedure must specify may set forth:
 3615         (a) The types of intermediaries or nominees to which it
 3616  applies;
 3617         (b) The rights or privileges that the corporation
 3618  recognizes in a person with respect to whom a beneficial
 3619  ownership certificate is filed beneficial owner;
 3620         (c) The manner in which the procedure is selected, which
 3621  shall include that the beneficial ownership certificate be
 3622  signed or assented to by or on behalf of the record shareholder
 3623  and the person or persons on whose behalf the shares are held by
 3624  the nominee;
 3625         (d) The information that must be provided when the
 3626  procedure is selected;
 3627         (e) The period for which selection of the procedure is
 3628  effective; and
 3629         (f) Requirements for notice to the corporation with respect
 3630  to the arrangement; and
 3631         (g) The form and contents of the beneficial ownership
 3632  certificate.
 3633         (3) The procedure may specify any other aspects of the
 3634  rights and duties created by the filing of a beneficial
 3635  ownership certificate.
 3636         Section 64. Section 607.0724, Florida Statutes, is amended
 3637  to read:
 3638         607.0724 Corporation’s Acceptance of votes and other
 3639  instruments.—
 3640         (1) If the name signed on a vote, ballot, consent, waiver,
 3641  shareholder demand, or proxy appointment corresponds to the name
 3642  of a shareholder, the corporation if acting in good faith is
 3643  entitled to accept the vote, ballot, consent, waiver,
 3644  shareholder demand, or proxy appointment and give it effect as
 3645  the act of the shareholder.
 3646         (2) If the name signed on a vote, ballot, consent, waiver,
 3647  shareholder demand, or proxy appointment does not correspond to
 3648  the name of its shareholder, the corporation if acting in good
 3649  faith is nevertheless entitled to accept the vote, ballot,
 3650  consent, waiver, shareholder demand, or proxy appointment and
 3651  give it effect as the act of the shareholder if:
 3652         (a) The shareholder is an entity and the name signed
 3653  purports to be that of an officer or agent of the entity;
 3654         (b) The name signed purports to be that of an
 3655  administrator, executor, guardian, personal representative, or
 3656  conservator representing the shareholder and, if the corporation
 3657  requests, evidence of fiduciary status acceptable to the
 3658  corporation has been presented with respect to the vote, ballot,
 3659  consent, waiver, shareholder demand, or proxy appointment;
 3660         (c) The name signed purports to be that of a receiver,
 3661  trustee in bankruptcy, or assignee for the benefit of creditors
 3662  of the shareholder and, if the corporation requests, evidence of
 3663  this status acceptable to the corporation has been presented
 3664  with respect to the vote, ballot, consent, waiver, shareholder
 3665  demand, or proxy appointment;
 3666         (d) The name signed purports to be that of a pledgee,
 3667  beneficial owner, or attorney in fact of the shareholder and, if
 3668  the corporation requests, evidence acceptable to the corporation
 3669  of the signatory’s authority to sign for the shareholder has
 3670  been presented with respect to the vote, ballot, consent,
 3671  waiver, shareholder demand, or proxy appointment; or
 3672         (e) Two or more persons are the shareholder as cotenants or
 3673  fiduciaries and the name signed purports to be the name of at
 3674  least one of the co-owners and the person signing appears to be
 3675  acting on behalf of all the co-owners.
 3676         (3) The corporation is entitled to reject a vote, ballot,
 3677  consent, waiver, shareholder demand, or proxy appointment if the
 3678  person authorized to accept or reject such instrument secretary
 3679  or other officer or agent authorized to tabulate votes, acting
 3680  in good faith, has reasonable basis for doubt about the validity
 3681  of the signature on it or about the signatory’s authority to
 3682  sign for the shareholder.
 3683         (4) Neither the corporation or any person authorized by it,
 3684  nor any inspector of election under s. 607.0729, that The
 3685  corporation and its officer or agent who accepts or rejects a
 3686  vote, ballot, consent, waiver, shareholder demand, or proxy
 3687  appointment in good faith and in accordance with the standards
 3688  of this section is are not liable in damages to the shareholder
 3689  for the consequences of the acceptance or rejection.
 3690         (5) Corporate action based on the acceptance or rejection
 3691  of a vote, ballot, consent, waiver, shareholder demand, or proxy
 3692  appointment under this section is valid unless a court of
 3693  competent jurisdiction determines otherwise.
 3694         (6) If an inspector of election has been appointed under s.
 3695  607.0729, the inspector of election may request information and
 3696  make determinations under subsections (1), (2), and (3). Any
 3697  determination made by the inspector of election under those
 3698  subsections is controlling.
 3699         Section 65. Subsections (1), (2), (3), and (5) of section
 3700  607.0725, Florida Statutes, are amended, and subsection (8) is
 3701  added to that section, to read:
 3702         607.0725 Quorum and voting requirements for voting groups.—
 3703         (1) Shares entitled to vote as a separate voting group may
 3704  take action on a matter at a meeting only if a quorum of those
 3705  shares exists with respect to that matter. Unless the articles
 3706  of incorporation or this chapter act provides otherwise, a
 3707  majority of the votes entitled to be cast on the matter by the
 3708  voting group constitutes a quorum of that voting group for
 3709  action on that matter.
 3710         (2) Once a share is represented for any purpose at a
 3711  meeting, it is deemed present for quorum purposes for the
 3712  remainder of the meeting and for any adjournment of that meeting
 3713  unless a new record date is or must be fixed set for that
 3714  adjourned meeting.
 3715         (3) If a quorum exists, action on a matter (other than the
 3716  election of directors) by a voting group is approved if the
 3717  votes cast within the voting group favoring the action exceed
 3718  the votes cast opposing the action, unless the articles of
 3719  incorporation or this chapter act requires a greater number of
 3720  affirmative votes.
 3721         (5) The articles of incorporation may provide for a greater
 3722  voting requirement or a greater or lesser quorum requirement for
 3723  shareholders, or voting groups of shareholders, than is provided
 3724  by this chapter act, but in no event shall a quorum consist of
 3725  less than one-third of the shares entitled to vote.
 3726         (8) Whenever a provision of this chapter provides for
 3727  voting of classes or series as separate voting groups, the rules
 3728  provided in s. 607.1004 for amendments of articles of
 3729  incorporation apply to that provision.
 3730         Section 66. Section 607.0726, Florida Statutes, is amended
 3731  to read:
 3732         607.0726 Action by single and multiple voting groups.—
 3733         (1) If the articles of incorporation or this chapter act
 3734  provides for voting by a single voting group on a matter, action
 3735  on that matter is taken when voted upon by that voting group as
 3736  provided in s. 607.0725.
 3737         (2) If the articles of incorporation or this chapter act
 3738  provides for voting by two or more voting groups on a matter,
 3739  action on that matter is taken only when voted upon by each of
 3740  those voting groups counted separately as provided in s.
 3741  607.0725. Action may be taken by different voting groups one
 3742  voting group on a matter at different times even though no
 3743  action is taken by another voting group entitled to vote on the
 3744  matter.
 3745         Section 67. Subsection (1) of section 607.0728, Florida
 3746  Statutes, is amended to read:
 3747         607.0728 Voting for directors; cumulative voting.—
 3748         (1) Unless otherwise provided in the articles of
 3749  incorporation, or in a bylaw that fixes a greater voting
 3750  requirement for the election of directors and that is adopted by
 3751  the board of directors or shareholders of a corporation having
 3752  shares registered pursuant to s. 12 of the Securities Exchange
 3753  Act of 1934 listed on a national securities exchange at the time
 3754  of adoption, directors are elected by a plurality of the votes
 3755  cast by the shares entitled to vote in the election at a meeting
 3756  at which a quorum is present. A bylaw provision or amendment
 3757  adopted by shareholders which specifies the votes necessary for
 3758  the election of directors may not be further amended or repealed
 3759  by the board of directors.
 3760         Section 68. Section 607.0729, Florida Statutes, is created
 3761  to read:
 3762         607.0729 Voting procedures; inspectors of election.—
 3763         (1) A corporation that has a class of shares registered
 3764  pursuant to s. 12 of the Securities Exchange Act of 1934 shall,
 3765  and any other corporation may, appoint one or more inspectors to
 3766  act at a meeting of shareholders in connection with determining
 3767  voting results. Each inspector will faithfully execute the
 3768  duties of inspector with strict impartiality and according to
 3769  the best of the inspector’s ability. An inspector may be an
 3770  officer or employee of the corporation. The inspectors may
 3771  appoint or retain other persons to assist the inspectors in the
 3772  performance of the duties of inspector under subsection (2) and
 3773  may rely on information provided by such persons and other
 3774  persons, including those appointed to count votes, unless the
 3775  inspectors believe reliance is unwarranted.
 3776         (2) The inspectors shall:
 3777         (a) Ascertain the number of shares outstanding and the
 3778  voting power of each;
 3779         (b) Determine the shares represented at a meeting;
 3780         (c) Determine the validity of proxy appointments and
 3781  ballots;
 3782         (d) Count the votes; and
 3783         (e) Make a written report of the results.
 3784         (3) In performing their duties, the inspectors may examine:
 3785         (a) The proxy appointment forms and any other information
 3786  provided in accordance with s. 607.0722(2);
 3787         (b) Any envelope or related writing submitted with those
 3788  appointment forms;
 3789         (c) Any ballots;
 3790         (d) Any evidence or other information specified in s.
 3791  607.0724; and
 3792         (e) The relevant books and records of the corporation
 3793  relating to its shareholders and their entitlement to vote,
 3794  including any securities position list provided by a depository
 3795  clearing agency.
 3796         (4) The inspectors also may consider other information that
 3797  they believe is relevant and reliable for the purpose of
 3798  performing any of the duties assigned to them pursuant to
 3799  subsection (2), including, for the purpose of evaluating
 3800  inconsistent, incomplete, or erroneous information and
 3801  reconciling information submitted on behalf of banks, brokers,
 3802  their nominees, or similar persons that indicates more votes
 3803  being cast than a proxy is authorized by the record shareholder
 3804  to cast or more votes being cast than the record shareholder is
 3805  entitled to cast. If the inspectors consider other information
 3806  allowed by this subsection, they must, in their report under
 3807  subsection (2), specify the information considered by them,
 3808  including the purpose or purposes for which the information was
 3809  considered, the person or persons from whom they obtained the
 3810  information, when the information was obtained, the means by
 3811  which the information was obtained, and the basis for the
 3812  inspectors’ belief that such information is relevant and
 3813  reliable.
 3814         (5) Determinations of law by the inspectors of election are
 3815  subject to de novo review by a court in a judicial proceeding
 3816  challenging the inspector’s activities under this section.
 3817         (6) The chair of the meeting shall announce at the meeting
 3818  when the polls close for each matter voted upon. If no
 3819  announcement is made, the polls shall be deemed to have closed
 3820  upon the final adjournment of the meeting. After the polls
 3821  close, no ballots, proxies, or votes, or any revocations or
 3822  changes thereto, may be accepted.
 3823         Section 69. Subsection (1) of section 607.0730, Florida
 3824  Statutes, is amended to read:
 3825         607.0730 Voting trusts.—
 3826         (1) One or more shareholders may create a voting trust,
 3827  conferring on a trustee the right to vote or otherwise act for
 3828  him or her or for them, by signing an agreement setting out the
 3829  provisions of the trust (which may include anything consistent
 3830  with its purpose) and transferring their shares to the trustee.
 3831  When a voting trust agreement is signed, the trustee shall
 3832  prepare a list of the names and addresses of all voting trust
 3833  beneficial owners of beneficial interests in the trust, together
 3834  with the number and class of shares each transferred to the
 3835  trust, and deliver copies of the list and agreement to the
 3836  corporation at its corporation’s principal office. After filing
 3837  a copy of the list and agreement in the corporation’s principal
 3838  office, such copy shall be open to inspection by any shareholder
 3839  of the corporation (subject to the requirements of s.
 3840  607.1602(3)) or by any beneficiary of the trust under the
 3841  agreement during business hours.
 3842         Section 70. Section 607.0731, Florida Statutes, is amended
 3843  to read:
 3844         607.0731 Voting Shareholders’ agreements.—
 3845         (1) Two or more shareholders may provide for the manner in
 3846  which they will vote their shares by signing an agreement for
 3847  that purpose. A voting shareholders’ agreement created under
 3848  this section is not subject to the provisions of s. 607.0730.
 3849         (2) A voting shareholders’ agreement created under this
 3850  section is specifically enforceable.
 3851         (3) A transferee of shares in a corporation the
 3852  shareholders of which have entered into an agreement authorized
 3853  by subsection (1) shall be bound by such agreement if the
 3854  transferee takes shares subject to such agreement with notice
 3855  thereof. A transferee shall be deemed to have notice of any such
 3856  agreement or any such renewal thereof if the existence of such
 3857  agreement thereof is noted on the face or back of the
 3858  certificate or certificates representing such shares or on the
 3859  information statement for uncertified shares required by s.
 3860  607.0626(2).
 3861         Section 71. Subsections (1) through (5) of section
 3862  607.0732, Florida Statutes, are amended, and subsection (8) is
 3863  added to that section, to read:
 3864         607.0732 Shareholder agreements.—
 3865         (1) An agreement among the shareholders of a corporation
 3866  with 100 or fewer shareholders at the time of the agreement,
 3867  that complies with this section, is effective among the
 3868  shareholders and the corporation, even though it is inconsistent
 3869  with one or more other provisions of this chapter, if it:
 3870         (a) Eliminates the board of directors or limits or
 3871  restricts the discretion or powers of the board of directors;
 3872         (b) Governs the authorization or making of distributions
 3873  regardless of whether they are or not in proportion to ownership
 3874  of shares, subject to the limitations in s. 607.06401;
 3875         (c) Establishes who shall be directors or officers of the
 3876  corporation, or their terms of office or manner of selection or
 3877  removal;
 3878         (d) Governs, in general or in regard to specific matters,
 3879  the exercise or division of voting power by the shareholders and
 3880  directors or among any of them, including use of weighted voting
 3881  rights or director proxies;
 3882         (e) Establishes the terms and conditions of any agreement
 3883  for the transfer or use of property or the provision of services
 3884  between the corporation and any shareholder, director, officer,
 3885  or employee of the corporation or among any of them;
 3886         (f) Transfers to any shareholder or other person any
 3887  authority to exercise the corporate powers or to manage the
 3888  business and affairs of the corporation, including the
 3889  resolution of any issue about which there exists a deadlock
 3890  among directors or shareholders; or
 3891         (g) Requires dissolution of the corporation at the request
 3892  of one or more of the shareholders or upon the occurrence of a
 3893  specified event or contingency;.
 3894         (h) Imposes a liability on a shareholder for the attorney
 3895  fees or expenses of the corporation or any other party in
 3896  connection with an internal corporate claim, as defined in s.
 3897  607.0208;
 3898         (i) Establishes, including in lieu of a judicial
 3899  dissolution, a mechanism for breaking a deadlock among the
 3900  directors or shareholders of the corporation or for addressing
 3901  the occurrence or existence of a shareholder asserted oppressive
 3902  action; or
 3903         (j)(h) Otherwise governs the exercise of the corporate
 3904  powers or the management of the business and affairs of the
 3905  corporation or the relationship between the shareholders, the
 3906  directors, and or the corporation, or among any of them, and is
 3907  not contrary to public policy. For purposes of this paragraph,
 3908  agreements contrary to public policy include, but are not
 3909  limited to, agreements that reduce the duties of care and
 3910  loyalty to the corporation as required by ss. 607.0830 and
 3911  607.0832, exculpate directors from liability that may be imposed
 3912  under s. 607.0831, adversely affect shareholders’ rights to
 3913  bring derivative actions under s. 607.07401, or abrogate
 3914  dissenters’ rights under ss. 607.1301-607.1320.
 3915         (2) An agreement authorized by this section shall be:
 3916         (a)1. Set forth or referenced in the articles of
 3917  incorporation or bylaws and approved by all persons who are
 3918  shareholders at the time the agreement; or
 3919         2. Set forth in a written agreement that is signed by all
 3920  persons who are shareholders at the time of the agreement and
 3921  such written agreement is made known to the corporation; and.
 3922         (b) Subject to termination or amendment only by all persons
 3923  who are shareholders at the time of the termination or
 3924  amendment, unless the agreement provides otherwise with respect
 3925  to termination and with respect to amendments that do not change
 3926  the designation, rights, preferences, or limitations of any of
 3927  the shares of a class or series.
 3928         (3) The existence of an agreement authorized by this
 3929  section shall be noted conspicuously on the front or back of
 3930  each certificate for outstanding shares or on the information
 3931  statement required with respect to uncertified shares by s.
 3932  607.0626(2). If at the time of the agreement the corporation has
 3933  shares outstanding which are represented by certificates, the
 3934  corporation shall recall such certificates and issue substitute
 3935  certificates that comply with this subsection. The failure to
 3936  note the existence of the agreement on the certificate or
 3937  information statement shall not affect the validity of the
 3938  agreement or any action taken pursuant to it. Any purchaser of
 3939  shares who, at the time of purchase, did not have knowledge of
 3940  the existence of the agreement shall be entitled to rescission
 3941  of the purchase. A purchaser shall be deemed to have knowledge
 3942  of the existence of the agreement if its existence is noted on
 3943  the certificate or information statement for the shares in
 3944  compliance with this subsection and, if the shares are not
 3945  represented by a certificate, the information statement is
 3946  delivered to the purchaser at or before prior to the time of the
 3947  purchase of the shares. An action to enforce the right of
 3948  rescission authorized by this subsection must be commenced
 3949  within the earlier of 90 days after discovery of the existence
 3950  of the agreement or 2 years after the time of purchase of the
 3951  shares.
 3952         (4) An agreement authorized by this section shall cease to
 3953  be effective when shares of the corporation are registered
 3954  pursuant to s. 12 of the Securities Exchange Act of 1934 listed
 3955  on a national securities exchange or regularly quoted in a
 3956  market maintained by one or more members of a national or
 3957  affiliated securities association. If the agreement ceases to be
 3958  effective for any reason, the board of directors may, if the
 3959  agreement is contained or referred to in the corporation’s
 3960  articles of incorporation or bylaws, adopt an amendment to the
 3961  articles of incorporation or bylaws, without shareholder action,
 3962  to delete the agreement and any references to it.
 3963         (5) An agreement authorized by this section that limits or
 3964  restricts the discretion or powers of the board of directors
 3965  shall relieve the directors of, and impose upon the person or
 3966  persons in whom such discretion or powers are vested, liability
 3967  for acts or omissions imposed by law on directors to the extent
 3968  that the discretion or powers of the directors are limited by
 3969  the agreement.
 3970         (8) This section does not limit or invalidate agreements
 3971  that are otherwise valid or authorized without regard to this
 3972  section, including shareholder agreements between or among some
 3973  or all of the shareholders or agreements between or among the
 3974  corporation and one or more shareholders.
 3975         Section 72. Section 607.07401, Florida Statutes, is
 3976  repealed.
 3977         Section 73. Section 607.0741, Florida Statutes, is created
 3978  to read:
 3979         607.0741 Standing.—
 3980         (1) A shareholder may not commence a derivative proceeding
 3981  unless the shareholder is a shareholder at the time the action
 3982  is commenced and:
 3983         (a) Was a shareholder when the conduct giving rise to the
 3984  action occurred; or
 3985         (b) Whose status as a shareholder devolved on the person
 3986  through transfer or by operation of law from one who was a
 3987  shareholder when the conduct giving rise to the action occurred.
 3988         (2) In ss. 607.0741-607.0747, the term “shareholder” means
 3989  a record shareholder, a beneficial shareholder, or an
 3990  unrestricted voting trust beneficial owner.
 3991         Section 74. Section 607.0742, Florida Statutes, is created
 3992  to read:
 3993         607.0742 Complaint; demand and excuse.—A complaint in a
 3994  proceeding brought in the right of a corporation must be
 3995  verified and allege with particularity:
 3996         (1)The demand, if any, made to obtain the action desired
 3997  by the shareholder from the board of directors; and
 3998         (2) Either:
 3999         (a)If such a demand was made, that the demand was refused,
 4000  rejected, or ignored by the board of directors prior to the
 4001  expiration of 90 days from the date the demand was made;
 4002         (b)If such a demand was made, why irreparable injury to
 4003  the corporation or misapplication or waste of corporate assets
 4004  causing material injury to the corporation would result by
 4005  waiting for the expiration of a 90-day period from the date the
 4006  demand was made; or
 4007         (c) The reason or reasons the shareholder did not make the
 4008  effort to obtain the desired action from the board of directors
 4009  or comparable authority.
 4010         Section 75. Section 607.0743, Florida Statutes, is created
 4011  to read:
 4012         607.0743 Stay of proceedings.—If the corporation commences
 4013  an inquiry into the allegations made in the demand or complaint,
 4014  the court may stay any derivative proceeding for such period as
 4015  the court deems appropriate.
 4016         Section 76. Section 607.0744, Florida Statutes, is created
 4017  to read:
 4018         607.0744 Dismissal.—
 4019         (1)A derivative proceeding may be dismissed, in whole or
 4020  in part, by the court on motion by the corporation if a group
 4021  specified in subsection (2) or subsection (3) has determined in
 4022  good faith, after conducting a reasonable inquiry upon which its
 4023  conclusions are based, that the maintenance of the derivative
 4024  proceeding is not in the best interests of the corporation. In
 4025  all such cases, the corporation has the burden of proof
 4026  regarding the qualifications, good faith, and reasonable inquiry
 4027  of the group making the determination.
 4028         (2) Unless a panel is appointed pursuant to subsection (3),
 4029  the determination required in subsection (1) shall be made by:
 4030         (a) A majority of qualified directors present at a meeting
 4031  of the board of directors if the qualified directors constitute
 4032  a quorum; or
 4033         (b) A majority vote of a committee consisting of two or
 4034  more qualified directors appointed by majority vote of qualified
 4035  directors present at a meeting of the board of directors,
 4036  regardless of whether such qualified directors constitute a
 4037  quorum.
 4038         (3) Upon motion by the corporation, the court may appoint a
 4039  panel consisting of one or more disinterested and independent
 4040  individuals to make a determination required in subsection (1).
 4041         (4) This section does not prevent the court from:
 4042         (a) Enforcing a person’s rights under the corporation’s
 4043  articles of incorporation, bylaws or this chapter, including the
 4044  person’s rights to information under s. 607.1602; or
 4045         (b)Exercising its equitable or other powers, including
 4046  granting extraordinary relief in the form of a temporary
 4047  restraining order or preliminary injunction.
 4048         Section 77. Section 607.0745, Florida Statutes, is created
 4049  to read:
 4050         607.0745 Discontinuance or settlement; notice.—
 4051         (1) A derivative action on behalf of a corporation may not
 4052  be discontinued or settled without the court’s approval.
 4053         (2) If the court determines that a proposed discontinuance
 4054  or settlement will substantially affect the interest of the
 4055  corporation’s shareholders or a class, series, or voting group
 4056  of shareholders, the court shall direct that notice be given to
 4057  the shareholders affected. The court may determine which party
 4058  or parties to the derivative action shall bear the expense of
 4059  giving the notice.
 4060         Section 78. Section 607.0746, Florida Statutes, is created
 4061  to read:
 4062         607.0746 Proceeds and expenses.—On termination of the
 4063  derivative proceeding the court may:
 4064         (1) Order the corporation to pay from the amount recovered
 4065  in the derivative proceeding by the corporation the plaintiff’s
 4066  reasonable expenses, including reasonable attorney fees and
 4067  costs, incurred in the derivative proceeding if it finds that,
 4068  in the derivative proceeding, the plaintiff was successful in
 4069  whole or in part; or
 4070         (2) Order the plaintiff to pay any of the defendant’s
 4071  reasonable expenses, including reasonable attorney fees and
 4072  costs, incurred in defending the proceeding if it finds that the
 4073  proceeding was commenced or maintained without reasonable cause
 4074  or for an improper purpose.
 4075         Section 79. Section 607.0747, Florida Statutes, is created
 4076  to read:
 4077         607.0747 Applicability to foreign corporations.—In any
 4078  derivative proceeding in the right of a foreign corporation
 4079  brought in the courts of this state, the matters covered by ss.
 4080  607.0741-607.0747 shall be governed by the laws of the
 4081  jurisdiction of incorporation of the foreign corporation except
 4082  for ss. 607.0743, 607.0745, and 607.0746.
 4083         Section 80. Section 607.0748, Florida Statutes, is created
 4084  to read:
 4085         607.0748 Shareholder action to appoint custodians or
 4086  receivers.—
 4087         (1) A circuit court may appoint one or more persons to be
 4088  custodians or receivers of and for a corporation in a proceeding
 4089  by a shareholder where it is established that:
 4090         (a) The directors are deadlocked in the management of the
 4091  corporate affairs, the shareholders are unable to break the
 4092  deadlock, and irreparable injury to the corporation is
 4093  threatened or being suffered; or
 4094         (b)The directors or those in control of the corporation
 4095  are acting fraudulently and irreparable injury to the
 4096  corporation is threatened or being suffered.
 4097         (2) The court:
 4098         (a) May issue injunctions, appoint one or more temporary
 4099  custodians or temporary receivers with all the powers and duties
 4100  the court directs, to take other action to preserve the
 4101  corporate assets wherever located, and to carry on the business
 4102  of the corporation until a full hearing is held;
 4103         (b) Shall hold a full hearing, after notifying all parties
 4104  to the proceeding and any interested persons designated by the
 4105  court, before appointing a custodian or receiver; and
 4106         (c) Has jurisdiction over the corporation and all of its
 4107  property, wherever located.
 4108         (3) The court may appoint a natural person, a domestic
 4109  eligible entity, or a foreign eligible entity authorized to
 4110  transact business in this state as a custodian or receiver and
 4111  may require the custodian or receiver to post bond, with or
 4112  without sureties, in an amount the court directs.
 4113         (4) The court shall describe the powers and duties of the
 4114  custodian or receiver in its appointing order, which may be
 4115  amended. Among other powers:
 4116         (a) A custodian may exercise all of the powers of the
 4117  corporation, through or in place of its board of directors, to
 4118  the extent necessary to manage the business and affairs of the
 4119  corporation; and
 4120         (b) A receiver may dispose of all or any part of the assets
 4121  of the corporation, wherever located, at a public or private
 4122  sale, if authorized by the court, and may sue and defend in the
 4123  receiver’s own name as receiver in all courts of this state.
 4124         (5) During a custodianship, the court may redesignate the
 4125  custodian a receiver and, during a receivership, the court may
 4126  redesignate the receiver a custodian, in each case if doing so
 4127  is in the best interests of the corporation.
 4128         (6) The court from time to time during the custodianship or
 4129  receivership may order compensation paid and expense
 4130  disbursements or reimbursements made to any custodian or
 4131  receiver from the assets of the corporation or proceeds from the
 4132  sale of its assets.
 4133         Section 81. Section 607.0749, Florida Statutes, is created
 4134  to read:
 4135         607.0749 Provisional director.—
 4136         (1) In a proceeding by a shareholder, a provisional
 4137  director may be appointed in the discretion of the court if it
 4138  appears that such action by the court will remedy a situation in
 4139  which the directors are deadlocked in the management of the
 4140  corporate affairs and the shareholders are unable to break the
 4141  deadlock. A provisional director may be appointed
 4142  notwithstanding the absence of a vacancy on the board of
 4143  directors, and such director shall have all the rights and
 4144  powers of a duly elected director, including the right to notice
 4145  of and to vote at meetings of directors, until such time as the
 4146  provisional director is removed by order of the court or, unless
 4147  otherwise ordered by a court, removed by a vote of the
 4148  shareholders sufficient either to elect a majority of the board
 4149  of directors or, if greater than majority voting is required by
 4150  the articles of incorporation or the bylaws, to elect the
 4151  requisite number of directors needed to take action. A
 4152  provisional director shall be an impartial person who is neither
 4153  a shareholder nor a creditor of the corporation or of any
 4154  subsidiary or affiliate of the corporation, and whose further
 4155  qualifications, if any, may be determined by the court.
 4156         (2) A provisional director shall report from time to time
 4157  to the court concerning the matter complained of, or the status
 4158  of the deadlock, if any, and of the status of the corporation’s
 4159  business, as the court shall direct. No provisional director
 4160  shall be liable for any action taken or decision made, except as
 4161  directors may be liable under s. 607.0831. In addition, the
 4162  provisional director shall submit to the court, if so directed,
 4163  recommendations as to the appropriate disposition of the action.
 4164  Whenever a provisional director is appointed, any officer or
 4165  director of the corporation may, from time to time, petition the
 4166  court for instructions clarifying the duties and
 4167  responsibilities of such officer or director.
 4168         (3) In any proceeding under this section, the court shall
 4169  allow reasonable compensation to the provisional director for
 4170  services rendered and reimbursement or direct payment of
 4171  reasonable costs and expenses, which amounts shall be paid by
 4172  the corporation.
 4173         Section 82. Section 607.0801, Florida Statutes, is amended
 4174  to read:
 4175         607.0801 Requirement for and duties of board of directors.—
 4176         (1) Except as may be provided in an agreement authorized
 4177  pursuant to s. 607.0732(1), each corporation must have a board
 4178  of directors.
 4179         (2) All corporate powers shall be exercised by or under the
 4180  authority of the board of directors of the corporation, and the
 4181  business and affairs of the corporation shall be managed by or
 4182  under the direction of, and subject to the oversight of, its
 4183  board of directors, subject to any limitation set forth in the
 4184  articles of incorporation or in an agreement authorized under s.
 4185  607.0732.
 4186         Section 83. Section 607.0802, Florida Statutes, is amended
 4187  to read:
 4188         607.0802 Qualifications of directors.—
 4189         (1) Directors must be natural persons who are 18 years of
 4190  age or older but need not be residents of this state or
 4191  shareholders of the corporation unless the articles of
 4192  incorporation or bylaws so require. The articles of
 4193  incorporation or bylaws may prescribe additional qualifications
 4194  for directors or nominees for directors.
 4195         (2) A qualification for nomination for director prescribed
 4196  before a person’s nomination shall apply to such person at the
 4197  time of nomination. A qualification for nomination for director
 4198  prescribed after a person’s nomination does not apply to such
 4199  person with respect to such nomination.
 4200         (3) A qualification for director prescribed before a
 4201  director has been elected or appointed may apply only at the
 4202  time an individual becomes a director or may apply during a
 4203  director’s term. A qualification prescribed after a director has
 4204  been elected or appointed does not apply to that director before
 4205  the end of that director’s term.
 4206         (4)(2) In the event that the eligibility to serve as a
 4207  member of the board of directors of a condominium association,
 4208  cooperative association, homeowners’ association, or mobile home
 4209  owners’ association is restricted to membership in such
 4210  association and membership is appurtenant to ownership of a
 4211  unit, parcel, or mobile home, a grantor of a trust described in
 4212  s. 733.707(3), or a qualified beneficiary as defined in s.
 4213  736.0103 of a trust which owns a unit, parcel, or mobile home
 4214  shall be deemed a member of the association and eligible to
 4215  serve as a director of the condominium association, cooperative
 4216  association, homeowners’ association, or mobile home owners’
 4217  association, provided that said beneficiary occupies the unit,
 4218  parcel, or mobile home.
 4219         Section 84. Subsection (3) of section 607.0803, Florida
 4220  Statutes, is amended to read:
 4221         607.0803 Number of directors.—
 4222         (3) Directors are elected at the first annual shareholders’
 4223  meeting and at each annual shareholders’ meeting thereafter,
 4224  unless elected by written consent in lieu of an annual
 4225  shareholders’ meeting pursuant to s. 607.0704 or unless their
 4226  terms are staggered under s. 607.0806.
 4227         Section 85. Section 607.0804, Florida Statutes, is amended
 4228  to read:
 4229         607.0804 Election of directors by certain voting groups;
 4230  special voting rights of certain directors.—The articles of
 4231  incorporation may confer upon holders of any voting group the
 4232  right to elect one or more directors who shall serve for such
 4233  term and have such voting powers as are stated in the articles
 4234  of incorporation. The terms of office and voting powers of the
 4235  directors elected in the manner provided in the articles of
 4236  incorporation may be greater than or less than those of any
 4237  other director or class of directors. If the articles of
 4238  incorporation provide that directors elected by the holders of a
 4239  voting group shall have more or less than one vote per director
 4240  on any matter, every reference in this chapter act to a majority
 4241  or other proportion of directors shall refer to a majority or
 4242  other proportion of the votes of such directors. If a
 4243  shareholders’ agreement meeting the requirements of s. 607.0732,
 4244  or articles of incorporation or bylaws meeting the requirements
 4245  of s. 607.0732, provide that directors shall have more or less
 4246  than one vote per director on any matter, every reference in
 4247  this chapter to a majority or other proportion of directors
 4248  shall refer to a majority or other proportion of the votes of
 4249  such directors.
 4250         Section 86. Subsections (2) and (5) of section 607.0805,
 4251  Florida Statutes, are amended to read:
 4252         607.0805 Terms of directors generally.—
 4253         (2) The terms of all other directors expire at the next
 4254  annual shareholders’ meeting following their election, except to
 4255  the extent:
 4256         (a) Provided in s. 607.0806;
 4257         (b) Provided in s. 607.1023 if a bylaw electing to be
 4258  governed by that section is in effect; or
 4259         (c) That a shorter term is specified in the articles of
 4260  incorporation in the event of a director nominee failing to
 4261  receive a specified vote for election unless their terms are
 4262  staggered under s. 607.0806.
 4263         (5) Except to the extent otherwise provided in the articles
 4264  of incorporation or under s. 607.1023, if a bylaw electing to be
 4265  governed by that section is in effect, despite the expiration of
 4266  a director’s term, the director continues to serve until his or
 4267  her successor is elected and qualifies or until there is a
 4268  decrease in the number of directors.
 4269         Section 87. Section 607.0806, Florida Statutes, is amended
 4270  to read:
 4271         607.0806 Staggered terms for directors.—
 4272         (1) The directors of any corporation organized under this
 4273  act may, by the articles of incorporation, the initial bylaws or
 4274  by an initial bylaw, or by a bylaw adopted by a vote of the
 4275  shareholders, may provide for staggering the terms of directors
 4276  by dividing the total number of directors into two or three
 4277  groups, with each group containing half or one-third of the
 4278  total, as near as may be practicable. In that event, the terms
 4279  of the first group expire at the first annual shareholders’
 4280  meeting after their election, the terms of the second group
 4281  expire at the second annual shareholders’ meeting after their
 4282  election, and the terms of the third group, if any, expire at
 4283  the third annual shareholders’ meeting after their election. At
 4284  each annual shareholders meeting held thereafter, directors
 4285  shall be elected for a term of two years or three years be
 4286  divided into one, two, or three classes with the number of
 4287  directors in each class being as nearly equal as possible; the
 4288  term of office of those of the first class to expire at the
 4289  annual meeting next ensuing; of the second class 1 year
 4290  thereafter; of the third class 2 years thereafter; and at each
 4291  annual election held after such classification and election,
 4292  directors shall be chosen for a full term, as the case may be,
 4293  to succeed those whose terms expire. If the directors have
 4294  staggered terms, then any increase or decrease in the number of
 4295  directors shall be so apportioned among the classes as to make
 4296  all classes as nearly equal in number as possible.
 4297         (2) In the case of any Florida corporation in existence
 4298  prior to July 1, 1990, directors of such corporation divided
 4299  into four classes may continue to serve staggered terms as the
 4300  articles of incorporation or bylaws of such corporation provided
 4301  immediately prior to the effective date of this chapter act,
 4302  unless and until the articles of incorporation or bylaws are
 4303  amended to alter or terminate such classes.
 4304         Section 88. Section 607.0807, Florida Statutes, is amended
 4305  to read:
 4306         607.0807 Resignation of directors.—
 4307         (1) A director may resign at any time by delivering written
 4308  notice of resignation to the board of directors or its chair or
 4309  to the secretary of the corporation.
 4310         (2) A resignation is effective when the notice of
 4311  resignation is delivered unless the notice of resignation
 4312  specifies a later effective date or an effective date determined
 4313  upon the subsequent happening of an event or events. If a
 4314  resignation is made effective at a later date or upon the
 4315  subsequent happening of an event or events, the board of
 4316  directors may fill the pending vacancy before the effective date
 4317  occurs if the board of directors provides that the successor
 4318  does not take office until the effective date.
 4319         (3) A resignation that specifies a later effective date or
 4320  that is conditioned upon the subsequent happening of an event or
 4321  events or upon failing to receive a specified vote for election
 4322  as a director may provide that the resignation is irrevocable.
 4323         Section 89. Subsections (3) and (4) of section 607.0808,
 4324  Florida Statutes, are amended to read:
 4325         607.0808 Removal of directors by shareholders.—
 4326         (3) A director may be removed if the number of votes cast
 4327  to remove the director exceeds the number of votes cast not to
 4328  remove the director, except to the extent the articles of
 4329  incorporation or bylaws require a greater number; provided that
 4330  if cumulative voting is authorized, a director may not be
 4331  removed if, in the case of a meeting, the number of votes
 4332  sufficient to elect the director under cumulative voting is
 4333  voted against his or her removal and, if action is taken by less
 4334  than unanimous written consent, voting shareholders entitled to
 4335  the number of votes sufficient to elect the director under
 4336  cumulative voting do not consent to the removal. If cumulate
 4337  voting is not authorized, a director may be removed only if the
 4338  number of votes cast to remove the director exceeds the number
 4339  of votes cast not to remove him or her.
 4340         (4) A director may be removed by the shareholders only at a
 4341  meeting of shareholders called for the purpose of removing the
 4342  director and the meeting notice must state that the, provided
 4343  the notice of the meeting states that the purpose, or one of the
 4344  purposes, of the meeting is removal of the director is the
 4345  purpose of the meeting.
 4346         Section 90. Section 607.08081, Florida Statutes, is created
 4347  to read:
 4348         607.08081 Removal of directors by judicial proceedings.—
 4349         (1) The circuit court in the applicable county may remove a
 4350  director from office, and may order other relief, including
 4351  barring the director from reelection for a period prescribed by
 4352  the court, in a proceeding commenced by or in the right of the
 4353  corporation if the court finds that:
 4354         (a) The director engaged in fraudulent conduct with respect
 4355  to the corporation or its shareholders, grossly abused the
 4356  position of director, or intentionally inflicted harm on the
 4357  corporation; and
 4358         (b) Considering the director’s course of conduct and the
 4359  inadequacy of other available remedies, removal or such other
 4360  relief would be in the best interest of the corporation.
 4361         (2) A shareholder proceeding on behalf of the corporation
 4362  under paragraph (1)(a) shall comply with all of the requirements
 4363  of ss. 607.0741-607.0747, except s. 607.0741(1).
 4364         Section 91. Section 607.0809, Florida Statutes, is amended
 4365  to read:
 4366         607.0809 Vacancy on board.—
 4367         (1) Unless the articles of incorporation provide otherwise,
 4368  if Whenever a vacancy occurs on a board of directors, including
 4369  a vacancy resulting from an increase in the number of
 4370  directors:, it may be filled by the affirmative vote of a
 4371  majority of the remaining directors, though less than a quorum
 4372  of the board of directors, or by the shareholders, unless the
 4373  articles of incorporation provide otherwise
 4374         (a) The shareholders may fill the vacancy;
 4375         (b) The board of directors may fill the vacancy; or
 4376         (c) If the directors remaining in office are less than a
 4377  quorum, the vacancy may be filled by the affirmative vote of a
 4378  majority of all the directors then remaining in office.
 4379         (2) If the vacant office was held by a director elected by
 4380  a voting group of shareholders, only the holders of shares of
 4381  that voting group are entitled to vote to fill the vacancy if it
 4382  is filled by the shareholders, and only the remaining directors
 4383  elected by that voting group, even if less than a quorum, are
 4384  entitled to fill the vacancy if it is filled by the directors
 4385  Whenever the holders of shares of any voting group are entitled
 4386  to elect a class of one or more directors by the provisions of
 4387  the articles of incorporation, vacancies in such class may be
 4388  filled by holders of shares of that voting group or by a
 4389  majority of the directors then in office elected by such voting
 4390  group or by a sole remaining director so elected. If no director
 4391  elected by such voting group remains in office, unless the
 4392  articles of incorporation provide otherwise, directors not
 4393  elected by such voting group may fill vacancies as provided in
 4394  subsection (1).
 4395         (3) A vacancy that will may occur at a specified later date
 4396  (under s. 607.0807(2) by reason of a resignation effective at a
 4397  later date under s. 607.0807(2) or otherwise or upon the
 4398  subsequent happening of an event) may be filled before the
 4399  vacancy occurs, but the new director may not take office until
 4400  the vacancy occurs.
 4401         Section 92. Subsection (4) of section 607.0820, Florida
 4402  Statutes, is amended to read:
 4403         607.0820 Meetings.—
 4404         (4) Unless the articles of incorporation or bylaws provide
 4405  otherwise, the board of directors may permit any or all
 4406  directors to participate in any meeting of the board of
 4407  directors a regular or special meeting by, or conduct the
 4408  meeting through the use of, any means of communication by which
 4409  all directors participating may simultaneously hear each other
 4410  during the meeting. A director participating in a meeting by
 4411  this means is deemed to be present in person at the meeting.
 4412         Section 93. Subsections (1) and (2) of section 607.0821,
 4413  Florida Statutes, are amended to read:
 4414         607.0821 Action by directors without a meeting.—
 4415         (1) Unless the articles of incorporation or bylaws provide
 4416  otherwise, action required or permitted by this chapter act to
 4417  be taken at a board of directors’ meeting or committee meeting
 4418  may be taken without a meeting if the action is taken by all
 4419  members of the board or of the committee. The action must be
 4420  evidenced by one or more written consents describing the action
 4421  taken and signed by each director or committee member and
 4422  delivered to the corporation.
 4423         (2) Action taken under this section is effective when the
 4424  last director signs the consent and delivers the consent to the
 4425  corporation, unless the consent specifies a different effective
 4426  date. A director’s consent may be withdrawn by a revocation
 4427  signed by the director and delivered to the corporation prior to
 4428  delivery to the corporation of unrevoked written consents signed
 4429  by all the directors.
 4430         Section 94. Section 607.0823, Florida Statutes, is amended
 4431  to read:
 4432         607.0823 Waiver of notice.—Notice of a meeting of the board
 4433  of directors need not be given to any director who signs a
 4434  waiver of notice either before or after the meeting. Attendance
 4435  of a director at a meeting shall constitute a waiver of notice
 4436  of such meeting and a waiver of any and all objections to the
 4437  date, time, place, or purpose of the meeting, the time of the
 4438  meeting, or the manner in which it has been called or convened,
 4439  except when a director states, at the beginning of the meeting
 4440  or promptly upon arrival at the meeting, any objection to
 4441  holding the meeting or to the transaction of business because
 4442  the meeting is not lawfully called or convened and if the
 4443  director, after objection, does not vote for or consent to
 4444  action taken at the meeting.
 4445         Section 95. Subsections (1), (2), and (3) of section
 4446  607.0824, Florida Statutes, are amended, present subsection (4)
 4447  of that section is redesignated as subsection (5), and a new
 4448  subsection (4) is added to that section, to read:
 4449         607.0824 Quorum and voting.—
 4450         (1) Unless the articles of incorporation or bylaws provide
 4451  for a greater or lesser number, or unless otherwise expressly
 4452  provided in this chapter require a different number, a quorum of
 4453  a board of directors consists of a majority of the number of
 4454  directors specified in or fixed in accordance with prescribed by
 4455  the articles of incorporation or the bylaws.
 4456         (2) The quorum of the board of directors specified in or
 4457  fixed in accordance with the articles of incorporation or bylaws
 4458  may not consist of less than may authorize a quorum of a board
 4459  of directors to consist of less than a majority but no fewer
 4460  than one-third of the specified or fixed prescribed number of
 4461  directors determined under the articles of incorporation or the
 4462  bylaws.
 4463         (3) If a quorum is present when a vote is taken, the
 4464  affirmative vote of a majority of directors present is the act
 4465  of the board of directors unless the articles of incorporation
 4466  or bylaws require the vote of a greater number of directors or
 4467  unless otherwise expressly provided for in this chapter.
 4468         (4) If any directors have special voting rights in
 4469  compliance with the provisions of s. 607.0804, the quorum and
 4470  voting requirements of this section shall be determined
 4471  consistent with the provisions of s. 607.0804.
 4472         Section 96. Section 607.0825, Florida Statutes, is amended
 4473  to read:
 4474         607.0825 Committees.—
 4475         (1) Unless this chapter, the articles of incorporation, or
 4476  the bylaws provide otherwise, the board of directors may
 4477  establish provide, the board of directors, by resolution adopted
 4478  by a majority of the full board of directors, may designate from
 4479  among its members an executive committee and one or more other
 4480  board committees to perform functions of the board of directors.
 4481  Such committees shall be composed exclusively of one or more
 4482  directors committees each of which, to the extent provided in
 4483  such resolution or in the articles of incorporation or the
 4484  bylaws of the corporation, shall have and may exercise all the
 4485  authority of the board of directors, except that no such
 4486  committee shall have the authority to:
 4487         (a) Approve or recommend to shareholders actions or
 4488  proposals required by this act to be approved by shareholders.
 4489         (b) Fill vacancies on the board of directors or any
 4490  committee thereof.
 4491         (c) Adopt, amend, or repeal the bylaws.
 4492         (d) Authorize or approve the reacquisition of shares unless
 4493  pursuant to a general formula or method specified by the board
 4494  of directors.
 4495         (e) Authorize or approve the issuance or sale or contract
 4496  for the sale of shares, or determine the designation and
 4497  relative rights, preferences, and limitations of a voting group
 4498  except that the board of directors may authorize a committee (or
 4499  a senior executive officer of the corporation) to do so within
 4500  limits specifically prescribed by the board of directors.
 4501         (2) Unless this chapter, the articles of incorporation, or
 4502  the bylaws provide otherwise, the establishment of a board
 4503  committee, the appointment of members to such committee, the
 4504  dissolution of a previously created board committee, and the
 4505  removal of members from a previously created board committee
 4506  must be approved by a majority of all the directors in office
 4507  when the action is taken Unless the articles of incorporation or
 4508  bylaws provide otherwise, ss. 607.0820, 607.0822, 607.0823, and
 4509  607.0824 which govern meetings, notice and waiver of notice, and
 4510  quorum and voting requirements of the board of directors apply
 4511  to committees and their members as well.
 4512         (3) Sections 607.0820-607.0824, which govern meetings,
 4513  notice and waiver of notice, and quorum and voting requirements
 4514  of the board of directors, apply to board committees and their
 4515  members as well.
 4516         (4) A board committee may exercise the powers of the board
 4517  of directors under s. 607.0801, except that a board committee
 4518  may not:
 4519         (a) Authorize or approve the reacquisition of shares unless
 4520  pursuant to a formula or method, or within limits, prescribed by
 4521  the board of directors.
 4522         (b) Approve, recommend to shareholders, or propose to
 4523  shareholders action that this chapter requires be approved by
 4524  shareholders.
 4525         (c) Fill vacancies on the board of directors or on any
 4526  board committee.
 4527         (d)Adopt, amend, or repeal bylaws.
 4528         (5) The establishment of, delegation of authority to, or
 4529  action by a committee does not alone constitute compliance by a
 4530  director with the standards of conduct described in s. 607.0830.
 4531         (6) The board of directors may appoint Each committee must
 4532  have two or more members who serve at the pleasure of the board
 4533  of directors. The board, by resolution adopted in accordance
 4534  with subsection (1), may designate one or more directors as
 4535  alternate members of any board such committee to fill a vacancy
 4536  on the committee or to replace who may act in the place and
 4537  stead of any absent or disqualified member of such committee
 4538  during the member’s absence or disqualification. If the articles
 4539  of incorporation, the bylaws, or the resolution creating the
 4540  board committee so provide, the member or members present at any
 4541  board committee meeting and not disqualified from voting, by
 4542  unanimous action, may appoint another director to act in place
 4543  of an absent or disqualified member during that member’s absence
 4544  or disqualification or members at any meeting of such committee.
 4545         (4) Neither the designation of any such committee, the
 4546  delegation thereto of authority, nor action by such committee
 4547  pursuant to such authority shall alone constitute compliance by
 4548  any member of the board of directors not a member of the
 4549  committee in question with his or her responsibility to act in
 4550  good faith, in a manner he or she reasonably believes to be in
 4551  the best interests of the corporation, and with such care as an
 4552  ordinarily prudent person in a like position would use under
 4553  similar circumstances.
 4554         Section 97. Section 607.0826, Florida Statutes, is created
 4555  to read:
 4556         607.0826 Submission of matters for a shareholder vote.—A
 4557  corporation may agree to submit a matter to a vote of its
 4558  shareholders even if, after approving the matter, the board of
 4559  directors determines it no longer recommends the matter.
 4560         Section 98. Section 607.0830, Florida Statutes, is amended
 4561  to read:
 4562         607.0830 General standards for directors.—
 4563         (1) Each member of the board of directors, when discharging
 4564  the duties of a director, including in discharging his or her
 4565  duties as a member of a board committee, must act A director
 4566  shall discharge his or her duties as a director, including his
 4567  or her duties as a member of a committee:
 4568         (a) In good faith; and
 4569         (b) With the care an ordinarily prudent person in a like
 4570  position would exercise under similar circumstances; and
 4571         (c) In a manner he or she reasonably believes to be in the
 4572  best interests of the corporation.
 4573         (2) The members of the board of directors or a board
 4574  committee, when becoming informed in connection with a
 4575  decisionmaking function or devoting attention to an oversight
 4576  function, shall discharge their duties with the care that an
 4577  ordinary prudent person in a like position would reasonably
 4578  believe appropriate under similar circumstances In discharging
 4579  his or her duties, a director is entitled to rely on
 4580  information, opinions, reports, or statements, including
 4581  financial statements and other financial data, if prepared or
 4582  presented by:
 4583         (a) One or more officers or employees of the corporation
 4584  whom the director reasonably believes to be reliable and
 4585  competent in the matters presented;
 4586         (b) Legal counsel, public accountants, or other persons as
 4587  to matters the director reasonably believes are within the
 4588  persons’ professional or expert competence; or
 4589         (c) A committee of the board of directors of which he or
 4590  she is not a member if the director reasonably believes the
 4591  committee merits confidence.
 4592         (3) In discharging board or board committee duties, a
 4593  director who does not have knowledge that makes reliance
 4594  unwarranted is entitled to rely on the performance by any of the
 4595  persons specified in paragraph (5)(a) or paragraph (5)(b) to
 4596  whom the board may have delegated, formally or informally by
 4597  course of conduct, the authority or duty to perform one or more
 4598  of the board’s functions that are delegable under applicable
 4599  law.
 4600         (4) In discharging board or board committee duties, a
 4601  director who does not have knowledge that makes reliance
 4602  unwarranted is entitled to rely on information, opinions,
 4603  reports, or statements, including financial statements and other
 4604  financial data, prepared or presented by any of the persons
 4605  specified in subsection (5).
 4606         (5) A director is entitled to rely, in accordance with
 4607  subsection (3) or subsection (4), on:
 4608         (a) One or more officers or employees of the corporation
 4609  whom the director reasonably believes to be reliable and
 4610  competent in the functions performed or the information,
 4611  opinions, reports, or statements provided;
 4612         (b) Legal counsel, public accountants, or other persons
 4613  retained by the corporation or by a committee of the board of
 4614  the corporation as to matters involving skills or expertise the
 4615  director reasonably believes are matters:
 4616         1. Within the particular person’s professional or expert
 4617  competence; or
 4618         2. As to which the particular person merits confidence; or
 4619         (c) A committee of the board of directors of which the
 4620  director is not a member if the director reasonably believes the
 4621  committee merits confidence.
 4622         (6)(3) In discharging board or board committee his or her
 4623  duties, a director may consider such factors as the director
 4624  deems relevant, including the long-term prospects and interests
 4625  of the corporation and its shareholders, and the social,
 4626  economic, legal, or other effects of any action on the
 4627  employees, suppliers, customers of the corporation or its
 4628  subsidiaries, the communities and society in which the
 4629  corporation or its subsidiaries operate, and the economy of the
 4630  state and the nation.
 4631         (4) A director is not acting in good faith if he or she has
 4632  knowledge concerning the matter in question that makes reliance
 4633  otherwise permitted by subsection (2) unwarranted.
 4634         (5) A director is not liable for any action taken as a
 4635  director, or any failure to take any action, if he or she
 4636  performed the duties of his or her office in compliance with
 4637  this section.
 4638         Section 99. Subsections (1) and (3) of section 607.0831,
 4639  Florida Statutes, are amended to read:
 4640         607.0831 Liability of directors.—
 4641         (1) A director is not personally liable for monetary
 4642  damages to the corporation or any other person for any
 4643  statement, vote, decision to take or not to take action, or any
 4644  failure to take any action, as or failure to act, regarding
 4645  corporate management or policy, by a director, unless:
 4646         (a) The director breached or failed to perform his or her
 4647  duties as a director; and
 4648         (b) The director’s breach of, or failure to perform, those
 4649  duties constitutes any of the following:
 4650         1. A violation of the criminal law, unless the director had
 4651  reasonable cause to believe his or her conduct was lawful or had
 4652  no reasonable cause to believe his or her conduct was unlawful.
 4653  A judgment or other final adjudication against a director in any
 4654  criminal proceeding for a violation of the criminal law estops
 4655  that director from contesting the fact that his or her breach,
 4656  or failure to perform, constitutes a violation of the criminal
 4657  law; but does not estop the director from establishing that he
 4658  or she had reasonable cause to believe that his or her conduct
 4659  was lawful or had no reasonable cause to believe that his or her
 4660  conduct was unlawful;
 4661         2. A circumstance under which the A transaction at issue is
 4662  one from which the director derived an improper personal
 4663  benefit, either directly or indirectly;
 4664         3. A circumstance under which the liability provisions of
 4665  s. 607.0834 are applicable;
 4666         4. In a proceeding by or in the right of the corporation to
 4667  procure a judgment in its favor or by or in the right of a
 4668  shareholder, conscious disregard for the best interest of the
 4669  corporation, or willful or intentional misconduct; or
 4670         5. In a proceeding by or in the right of someone other than
 4671  the corporation or a shareholder, recklessness or an act or
 4672  omission which was committed in bad faith or with malicious
 4673  purpose or in a manner exhibiting wanton and willful disregard
 4674  of human rights, safety, or property.
 4675         (3) A director is deemed not to have derived an improper
 4676  personal benefit from any transaction if the transaction and the
 4677  nature of any personal benefit derived by the director are not
 4678  prohibited by state or federal law or regulation and, without
 4679  further limitation:
 4680         (a) In an action other than a derivative suit regarding a
 4681  decision by the director to approve, reject, or otherwise affect
 4682  the outcome of an offer to purchase the shares stock of, or to
 4683  effect a merger of, the corporation, the transaction and the
 4684  nature of any personal benefits derived by a director are
 4685  disclosed or known to all directors voting on the matter, and
 4686  the transaction was authorized, approved, or ratified by at
 4687  least two directors who comprise a majority of the disinterested
 4688  directors (whether or not such disinterested directors
 4689  constitute a quorum); or
 4690         (b) The transaction is fair to the corporation at the time
 4691  it is authorized, approved, or ratified as determined in
 4692  accordance with s. 607.0832 and the nature of any personal
 4693  benefits derived by a director are disclosed or known to the
 4694  shareholders entitled to vote, and the transaction was
 4695  authorized, approved, or ratified by the affirmative vote or
 4696  written consent of such shareholders who hold a majority of the
 4697  shares, the voting of which is not controlled by directors who
 4698  derived a personal benefit from or otherwise had a personal
 4699  interest in the transaction; or
 4700         (c) The transaction was fair and reasonable to the
 4701  corporation at the time it was authorized by the board, a
 4702  committee, or the shareholders, notwithstanding that a director
 4703  received a personal benefit.
 4704         Section 100. Section 607.0832, Florida Statutes, is amended
 4705  to read:
 4706         607.0832 Director conflicts of interest.—
 4707         (1) As used in this section, the following terms and
 4708  definitions apply:
 4709         (a) “Director’s conflict of interest transaction” means a
 4710  transaction between a corporation and one or more of its
 4711  directors, or another entity in which one or more of the
 4712  corporation’s directors is directly or indirectly a party to the
 4713  transaction, other than being an indirect party as a result of
 4714  being a shareholder of the corporation, and has a direct or
 4715  indirect material financial interest or other material interest.
 4716         (b) “Fair to the corporation” means that the transaction,
 4717  as a whole, is beneficial to the corporation and its
 4718  shareholders, taking into appropriate account whether it is:
 4719         1. Fair in terms of the director’s dealings with the
 4720  corporation in connection with that transaction; and
 4721         2. Comparable to what might have been obtainable in an
 4722  arm’s length transaction.
 4723         (c) “Family member” includes any of the following:
 4724         1. The director’s spouse.
 4725         2. A child, stepchild, parent, stepparent, grandparent,
 4726  sibling, step sibling, or half sibling of the director or the
 4727  director’s spouse.
 4728         (d) A director is “indirectly” a party to a transaction if
 4729  that director has a material financial interest in or is a
 4730  director, officer, member, manager, or partner of a person,
 4731  other than the corporation, who is a party to the transaction.
 4732         (e) A director has an “indirect material financial
 4733  interest” if a family member has a material financial interest
 4734  in the transaction, other than having an indirect interest as a
 4735  shareholder of the corporation, or if the transaction is with an
 4736  entity, other than the corporation, which has a material
 4737  financial interest in the transaction and controls, or is
 4738  controlled by, the director or another person specified in this
 4739  subsection.
 4740         (f) “Material financial interest” or “other material
 4741  interest” means a financial or other interest in the transaction
 4742  that would reasonably be expected to impair the objectivity of
 4743  the director’s judgment when participating in the action on the
 4744  authorization of the transaction.
 4745         (2) If a director’s conflict of interest transaction is
 4746  fair to the corporation at the time it is authorized, approved,
 4747  effectuated, or ratified:
 4748         (a) Such transaction is not void or voidable; and
 4749         (b) The fact that the transaction is a director’s conflict
 4750  of interest transaction is not grounds for any equitable relief,
 4751  an award of damages, or other sanctions,
 4752  
 4753  because of that relationship or interest, because such director
 4754  or directors are present at the meeting of the board of
 4755  directors or a committee thereof which authorizes, approves, or
 4756  ratifies such transaction, or because his or her or their votes
 4757  are counted for such purpose.
 4758         (3)(a) In a proceeding challenging the validity of a
 4759  director’s conflict of interest transaction or in a proceeding
 4760  seeking equitable relief, award of damages, or other sanctions
 4761  with respect to a director’s conflict of interest transaction,
 4762  the person challenging the validity or seeking equitable relief,
 4763  award of damages, or other sanctions has the burden of proving
 4764  the lack of fairness of the transaction if:
 4765         1. The material facts of the transaction and the director’s
 4766  interest in the transaction were disclosed or known to the board
 4767  of directors or committee that authorizes, approves, or ratifies
 4768  the transaction and the transaction was authorized, approved, or
 4769  ratified by a vote of a majority of the qualified directors even
 4770  if the qualified directors constitute less than a quorum of the
 4771  board or the committee; however, the transaction cannot be
 4772  authorized, approved, or ratified under this subsection solely
 4773  by a single director; or
 4774         2. The material facts of the transaction and the director’s
 4775  interest in the transaction were disclosed or known to the
 4776  shareholders who voted upon such transaction and the transaction
 4777  was authorized, approved, or ratified by a majority of the votes
 4778  cast by disinterested shareholders or by the written consent of
 4779  disinterested shareholders representing a majority of the votes
 4780  that could be cast by all disinterested shareholders. Shares
 4781  owned by or voted under the control of a director who has a
 4782  relationship or interest in the director’s conflict of interest
 4783  transaction may not be considered shares owned by a
 4784  disinterested shareholder and may not be counted in a vote of
 4785  shareholders to determine whether to authorize, approve, or
 4786  ratify a director’s conflict of interest transaction under this
 4787  subparagraph. The vote of those shares, however, is counted in
 4788  determining whether the transaction is approved under other
 4789  sections of this chapter. A majority of the shares, whether or
 4790  not present, that are entitled to be counted in a vote on the
 4791  transaction under this subparagraph constitutes a quorum for the
 4792  purpose of taking action under this section.
 4793         (b) If neither of the conditions provided in paragraph (a)
 4794  has been satisfied, the person defending or asserting the
 4795  validity of a director’s conflict of interest transaction has
 4796  the burden of proving its fairness in a proceeding challenging
 4797  the validity of the transaction.
 4798         (4) The presence of or a vote cast by a director with an
 4799  interest in the transaction does not affect the validity of an
 4800  action taken under paragraph (3)(a) if the transaction is
 4801  otherwise authorized, approved, or ratified as provided in
 4802  subsection (3), but the presence or vote of the director may be
 4803  counted for purposes of determining whether the transaction is
 4804  approved under other sections of this chapter.
 4805         (5) In addition to other grounds for challenge, a party
 4806  challenging the validity of the transaction is not precluded
 4807  from asserting and proving that a particular director or
 4808  shareholder was not disinterested on grounds of financial or
 4809  other interest for purposes of the vote on, consent to, or
 4810  approval of the transaction.
 4811         (6) If directors’ action under this section does not
 4812  otherwise satisfy a quorum or voting requirement applicable to
 4813  the authorization of the transaction by directors as required by
 4814  the articles of incorporation, the bylaws, this chapter, or any
 4815  other law, an action to satisfy those authorization
 4816  requirements, whether as part of the same action or by way of
 4817  another action, must be taken by the board of directors or a
 4818  committee in order to authorize the transaction. In such action,
 4819  the vote or consent of directors who are not disinterested may
 4820  be counted.
 4821         (7) Where shareholders’ action under this section does not
 4822  satisfy a quorum or voting requirement applicable to the
 4823  authorization of the transaction by shareholders as required by
 4824  the articles of incorporation, the bylaws, this chapter, or any
 4825  other law, an action to satisfy those authorization
 4826  requirements, whether as part of the same action or by way of
 4827  another action, must be taken by the shareholders in order to
 4828  authorize the transaction. In such action, the vote or consent
 4829  of shareholders who are not disinterested shareholders may be
 4830  counted No contract or other transaction between a corporation
 4831  and one or more of its directors or any other corporation, firm,
 4832  association, or entity in which one or more of its directors are
 4833  directors or officers or are financially interested shall be
 4834  either void or voidable because of such relationship or
 4835  interest, because such director or directors are present at the
 4836  meeting of the board of directors or a committee thereof which
 4837  authorizes, approves, or ratifies such contract or transaction,
 4838  or because his or her or their votes are counted for such
 4839  purpose, if:
 4840         (a) The fact of such relationship or interest is disclosed
 4841  or known to the board of directors or committee which
 4842  authorizes, approves, or ratifies the contract or transaction by
 4843  a vote or consent sufficient for the purpose without counting
 4844  the votes or consents of such interested directors;
 4845         (b) The fact of such relationship or interest is disclosed
 4846  or known to the shareholders entitled to vote and they
 4847  authorize, approve, or ratify such contract or transaction by
 4848  vote or written consent; or
 4849         (c) The contract or transaction is fair and reasonable as
 4850  to the corporation at the time it is authorized by the board, a
 4851  committee, or the shareholders.
 4852         (2) For purposes of paragraph (1)(a) only, a conflict of
 4853  interest transaction is authorized, approved, or ratified if it
 4854  receives the affirmative vote of a majority of the directors on
 4855  the board of directors, or on the committee, who have no
 4856  relationship or interest in the transaction described in
 4857  subsection (1), but a transaction may not be authorized,
 4858  approved, or ratified under this section by a single director.
 4859  If a majority of the directors who have no such relationship or
 4860  interest in the transaction vote to authorize, approve, or
 4861  ratify the transaction, a quorum is present for the purpose of
 4862  taking action under this section. The presence of, or a vote
 4863  cast by, a director with such relationship or interest in the
 4864  transaction does not affect the validity of any action taken
 4865  under paragraph (1)(a) if the transaction is otherwise
 4866  authorized, approved, or ratified as provided in that
 4867  subsection, but such presence or vote of those directors may be
 4868  counted for purposes of determining whether the transaction is
 4869  approved under other sections of this act.
 4870         (3) For purposes of paragraph (1)(b), a conflict of
 4871  interest transaction is authorized, approved, or ratified if it
 4872  receives the vote of a majority of the shares entitled to be
 4873  counted under this subsection. Shares owned by or voted under
 4874  the control of a director who has a relationship or interest in
 4875  the transaction described in subsection (1) may not be counted
 4876  in a vote of shareholders to determine whether to authorize,
 4877  approve, or ratify a conflict of interest transaction under
 4878  paragraph (1)(b). The vote of those shares, however, is counted
 4879  in determining whether the transaction is approved under other
 4880  sections of this act. A majority of the shares, whether or not
 4881  present, that are entitled to be counted in a vote on the
 4882  transaction under this subsection constitutes a quorum for the
 4883  purpose of taking action under this section.
 4884         Section 101. Section 607.0833, Florida Statutes, is amended
 4885  to read:
 4886         607.0833 Loans to officers, directors, and employees;
 4887  guaranty of obligations.—Any corporation may lend money to,
 4888  guarantee any obligation of, or otherwise assist any officer,
 4889  director, or employee of the corporation or of a subsidiary,
 4890  whenever, in the judgment of the board of directors, such loan,
 4891  guaranty, or assistance may reasonably be expected to benefit
 4892  the corporation. The loan, guaranty, or other assistance may be
 4893  with or without interest and may be unsecured or secured in such
 4894  manner as the board of directors shall approve, including,
 4895  without limitation, a pledge of shares of stock of the
 4896  corporation. Nothing in this section shall be deemed to deny,
 4897  limit, or restrict the powers of guaranty or warranty of any
 4898  corporation at common law or under any statute. Loans,
 4899  guarantees, or other types of assistance are subject to s.
 4900  607.0832.
 4901         Section 102. Subsections (1) and (3) of section 607.0834,
 4902  Florida Statutes, are amended to read:
 4903         607.0834 Liability for unlawful distributions.—
 4904         (1) A director who votes for or assents to a distribution
 4905  made in violation of s. 607.06401, s. 607.1410(1), or the
 4906  articles of incorporation is personally liable to the
 4907  corporation for the amount of the distribution that exceeds what
 4908  could have been distributed without violating s. 607.06401, s.
 4909  607.1410(1), or the articles of incorporation if it is
 4910  established that the director did not perform his or her duties
 4911  in compliance with s. 607.0830. In any proceeding commenced
 4912  under this section, a director has all of the defenses
 4913  ordinarily available to a director.
 4914         (3) A proceeding under this section is barred unless it is
 4915  commenced:
 4916         (a) Within 2 years after the date on which the effect of
 4917  the distribution was measured under s. 607.06401(6) or (8);.
 4918         (b) Within 2 years after the date as of which the violation
 4919  of s. 607.06401 occurred as the consequence of disregard of a
 4920  restriction in the articles of incorporation;
 4921         (c) Within 2 years after the date on which the distribution
 4922  of assets to shareholders under s. 607.1410(1) was made; or
 4923         (d) With regard to contribution or recoupment under
 4924  subsection (2), within 1 year after the liability of the
 4925  claimant has been finally adjudicated under subsection (1).
 4926         Section 103. Subsections (2) and (3) of section 607.08401,
 4927  Florida Statutes, are amended to read:
 4928         607.08401 Required officers.—
 4929         (2) The board of directors may appoint one or more
 4930  individuals to act as the officers of the corporation. A duly
 4931  appointed officer may appoint one or more officers or assistant
 4932  officers if authorized by the bylaws or the board of directors.
 4933         (3) The bylaws or the board of directors shall assign
 4934  delegate to one of the officers responsibility for preparing
 4935  minutes of the directors’ and shareholders’ meetings and for
 4936  authenticating records of the corporation required to be kept
 4937  pursuant to s. 607.1601(1) and (5).
 4938         Section 104. Section 607.08411, Florida Statutes, is
 4939  created to read:
 4940         607.08411 General standards for officers.—
 4941         (1) An officer, when performing in such capacity, shall
 4942  act:
 4943         (a) In good faith; and
 4944         (b) In a manner the officer reasonably believes to be in
 4945  the best interests of the corporation.
 4946         (2) An officer, when becoming informed in connection with a
 4947  decisionmaking function, shall discharge his or her duties with
 4948  the care that an ordinary prudent person in a like position
 4949  would reasonably believe appropriate under similar
 4950  circumstances.
 4951         (3) The duty of an officer includes the obligation to:
 4952         (a) Inform the superior officer to whom, or the board of
 4953  directors or the committee to which, the officer reports of
 4954  information about the affairs of the corporation known to the
 4955  officer, within the scope of the officer’s functions, and known
 4956  or as should be known to the officer to be material to such
 4957  superior officer, board, or committee; and
 4958         (b) Inform his or her superior officer, or another
 4959  appropriate person within the corporation, or the board of
 4960  directors, or a committee thereof, of any actual or probable
 4961  material violation of law involving the corporation or material
 4962  breach of duty to the corporation by an officer, employee, or
 4963  agent of the corporation the officer believes has occurred or is
 4964  likely to occur.
 4965         (4) In discharging his or her duties, an officer who does
 4966  not have knowledge that makes reliance unwarranted is entitled
 4967  to rely on the performance by any of the persons specified in
 4968  subsection (6) to whom the responsibilities were properly
 4969  delegated, formally or informally, by course of conduct.
 4970         (5)In discharging his or her duties, an officer who does
 4971  not have knowledge that makes reliance unwarranted is entitled
 4972  to rely on information, opinions, reports, or statements,
 4973  including financial statements and other financial data,
 4974  prepared or presented by any of the persons specified in
 4975  subsection (6).
 4976         (6) An officer is entitled to rely, in accordance with
 4977  subsection (4) or subsection (5), on:
 4978         (a) One or more other officers of the corporation or one or
 4979  more employees of the corporation whom the officer reasonably
 4980  believes to be reliable and competent in the functions performed
 4981  or the information, opinions, reports, or statements provided;
 4982         (b) Legal counsel, public accountants, or other persons
 4983  retained by the corporation as to matters involving skills or
 4984  expertise the officer reasonably believes are matters within the
 4985  particular person’s professional or expert competence or as to
 4986  which the particular person merits confidence.
 4987         Section 105. Section 607.0842, Florida Statutes, is amended
 4988  to read:
 4989         607.0842 Resignation and removal of officers.—
 4990         (1) An officer may resign at any time by delivering a
 4991  written notice to the corporation. A resignation is effective as
 4992  provided in s. 607.0141(5) when the notice is delivered unless
 4993  the notice provides for a delayed effectiveness, including
 4994  effectiveness determined upon a future event or events specifies
 4995  a later effective date. If effectiveness of a resignation is
 4996  stated to be delayed and the board of directors or appointing
 4997  officer accepts the delay, the made effective at a later date
 4998  and the corporation accepts the future effective date, its board
 4999  of directors or the appointing officer may fill the pending
 5000  vacancy before the delayed effectiveness effective date if the
 5001  board of directors or appointing officer provides that the
 5002  successor does not take office until the vacancy occurs
 5003  effective date.
 5004         (2) An officer may be removed at any time with or without
 5005  cause by:
 5006         (a) The board of directors;
 5007         (b) The appointing officer, unless the bylaws or the board
 5008  of directors provide otherwise; or
 5009         (c) Any other officer, if authorized by the bylaws or the
 5010  board of directors.
 5011         (3) For the purposes of this section, the term “appointing
 5012  officer” means the officer, including any successor to that
 5013  officer, who appointed the officer resigning or being removed A
 5014  board of directors may remove any officer at any time with or
 5015  without cause. Any officer or assistant officer, if appointed by
 5016  another officer, may likewise be removed by such officer.
 5017         Section 106. Section 607.0850, Florida Statutes, is amended
 5018  to read:
 5019         607.0850 Definitions Indemnification of officers,
 5020  directors, employees, and agents.—In ss. 607.0850-607.0859, the
 5021  term:
 5022         (1) “Agent” includes a volunteer.
 5023         (2) “Corporation” includes, in addition to the resulting
 5024  corporation, any constituent corporation (including any
 5025  constituent of a constituent) absorbed in a merger, so that any
 5026  person who is or was a director or officer of a constituent
 5027  corporation, or is or was serving at the request of a
 5028  constituent corporation as a director or officer, member,
 5029  manager, partner, trustee, employee, or agent of another
 5030  domestic or foreign corporation, limited liability company,
 5031  partnership, joint venture, trust, employee benefit plan, or
 5032  other enterprise or entity, is in the same position under this
 5033  section with respect to the resulting or surviving corporation
 5034  as he or she would have been with respect to such constituent
 5035  corporation if its separate existence had continued.
 5036         (3) “Director” or “officer” means an individual who is or
 5037  was a director or officer, respectively, of a corporation or
 5038  who, while a director or officer of the corporation, is or was
 5039  serving at the corporation’s request as a director or officer,
 5040  manager, partner, trustee, employee, or agent of another
 5041  domestic or foreign corporation, limited liability company,
 5042  partnership, joint venture, trust, employee benefit plan, or
 5043  another enterprise or entity. A director or officer is
 5044  considered to be serving an employee benefit plan at the
 5045  corporation’s request if the individual’s duties to the
 5046  corporation or such plan also impose duties on, or otherwise
 5047  involve services by, the individual to the plan or to
 5048  participants in or beneficiaries of the plan. The term includes,
 5049  unless the context otherwise requires, the estate, heirs,
 5050  executors, administrators, and personal representatives of a
 5051  director or officer.
 5052         (4) “Expenses” includes reasonable attorney fees, including
 5053  those incurred in connection with any appeal.
 5054         (5) “Liability” means the obligation to pay a judgment,
 5055  settlement, penalty, fine (including an excise tax assessed with
 5056  respect to an employee benefit plan), or reasonable expenses
 5057  incurred with respect to a proceeding.
 5058         (6) “Party” means an individual who was, is, or is
 5059  threatened to be made, a defendant or respondent in a
 5060  proceeding.
 5061         (7) “Proceeding” means any threatened, pending, or
 5062  completed action, suit, or proceeding, whether civil, criminal,
 5063  administrative, arbitrative, or investigative and whether formal
 5064  or informal.
 5065         (8) “Serving at the corporation’s request” includes any
 5066  service as a director, officer, employee, or agent of the
 5067  corporation that imposes duties on such persons, including
 5068  duties relating to an employee benefit plan and its participants
 5069  or beneficiaries.
 5070         (1) A corporation shall have power to indemnify any person
 5071  who was or is a party to any proceeding (other than an action
 5072  by, or in the right of, the corporation), by reason of the fact
 5073  that he or she is or was a director, officer, employee, or agent
 5074  of the corporation or is or was serving at the request of the
 5075  corporation as a director, officer, employee, or agent of
 5076  another corporation, partnership, joint venture, trust, or other
 5077  enterprise against liability incurred in connection with such
 5078  proceeding, including any appeal thereof, if he or she acted in
 5079  good faith and in a manner he or she reasonably believed to be
 5080  in, or not opposed to, the best interests of the corporation
 5081  and, with respect to any criminal action or proceeding, had no
 5082  reasonable cause to believe his or her conduct was unlawful. The
 5083  termination of any proceeding by judgment, order, settlement, or
 5084  conviction or upon a plea of nolo contendere or its equivalent
 5085  shall not, of itself, create a presumption that the person did
 5086  not act in good faith and in a manner which he or she reasonably
 5087  believed to be in, or not opposed to, the best interests of the
 5088  corporation or, with respect to any criminal action or
 5089  proceeding, had reasonable cause to believe that his or her
 5090  conduct was unlawful.
 5091         (2) A corporation shall have power to indemnify any person,
 5092  who was or is a party to any proceeding by or in the right of
 5093  the corporation to procure a judgment in its favor by reason of
 5094  the fact that the person is or was a director, officer,
 5095  employee, or agent of the corporation or is or was serving at
 5096  the request of the corporation as a director, officer, employee,
 5097  or agent of another corporation, partnership, joint venture,
 5098  trust, or other enterprise, against expenses and amounts paid in
 5099  settlement not exceeding, in the judgment of the board of
 5100  directors, the estimated expense of litigating the proceeding to
 5101  conclusion, actually and reasonably incurred in connection with
 5102  the defense or settlement of such proceeding, including any
 5103  appeal thereof. Such indemnification shall be authorized if such
 5104  person acted in good faith and in a manner he or she reasonably
 5105  believed to be in, or not opposed to, the best interests of the
 5106  corporation, except that no indemnification shall be made under
 5107  this subsection in respect of any claim, issue, or matter as to
 5108  which such person shall have been adjudged to be liable unless,
 5109  and only to the extent that, the court in which such proceeding
 5110  was brought, or any other court of competent jurisdiction, shall
 5111  determine upon application that, despite the adjudication of
 5112  liability but in view of all circumstances of the case, such
 5113  person is fairly and reasonably entitled to indemnity for such
 5114  expenses which such court shall deem proper.
 5115         (3) To the extent that a director, officer, employee, or
 5116  agent of a corporation has been successful on the merits or
 5117  otherwise in defense of any proceeding referred to in subsection
 5118  (1) or subsection (2), or in defense of any claim, issue, or
 5119  matter therein, he or she shall be indemnified against expenses
 5120  actually and reasonably incurred by him or her in connection
 5121  therewith.
 5122         (4) Any indemnification under subsection (1) or subsection
 5123  (2), unless pursuant to a determination by a court, shall be
 5124  made by the corporation only as authorized in the specific case
 5125  upon a determination that indemnification of the director,
 5126  officer, employee, or agent is proper in the circumstances
 5127  because he or she has met the applicable standard of conduct set
 5128  forth in subsection (1) or subsection (2). Such determination
 5129  shall be made:
 5130         (a) By the board of directors by a majority vote of a
 5131  quorum consisting of directors who were not parties to such
 5132  proceeding;
 5133         (b) If such a quorum is not obtainable or, even if
 5134  obtainable, by majority vote of a committee duly designated by
 5135  the board of directors (in which directors who are parties may
 5136  participate) consisting solely of two or more directors not at
 5137  the time parties to the proceeding;
 5138         (c) By independent legal counsel:
 5139         1. Selected by the board of directors prescribed in
 5140  paragraph (a) or the committee prescribed in paragraph (b); or
 5141         2. If a quorum of the directors cannot be obtained for
 5142  paragraph (a) and the committee cannot be designated under
 5143  paragraph (b), selected by majority vote of the full board of
 5144  directors (in which directors who are parties may participate);
 5145  or
 5146         (d) By the shareholders by a majority vote of a quorum
 5147  consisting of shareholders who were not parties to such
 5148  proceeding or, if no such quorum is obtainable, by a majority
 5149  vote of shareholders who were not parties to such proceeding.
 5150         (5) Evaluation of the reasonableness of expenses and
 5151  authorization of indemnification shall be made in the same
 5152  manner as the determination that indemnification is permissible.
 5153  However, if the determination of permissibility is made by
 5154  independent legal counsel, persons specified by paragraph (4)(c)
 5155  shall evaluate the reasonableness of expenses and may authorize
 5156  indemnification.
 5157         (6) Expenses incurred by an officer or director in
 5158  defending a civil or criminal proceeding may be paid by the
 5159  corporation in advance of the final disposition of such
 5160  proceeding upon receipt of an undertaking by or on behalf of
 5161  such director or officer to repay such amount if he or she is
 5162  ultimately found not to be entitled to indemnification by the
 5163  corporation pursuant to this section. Expenses incurred by other
 5164  employees and agents may be paid in advance upon such terms or
 5165  conditions that the board of directors deems appropriate.
 5166         (7) The indemnification and advancement of expenses
 5167  provided pursuant to this section are not exclusive, and a
 5168  corporation may make any other or further indemnification or
 5169  advancement of expenses of any of its directors, officers,
 5170  employees, or agents, under any bylaw, agreement, vote of
 5171  shareholders or disinterested directors, or otherwise, both as
 5172  to action in his or her official capacity and as to action in
 5173  another capacity while holding such office. However,
 5174  indemnification or advancement of expenses shall not be made to
 5175  or on behalf of any director, officer, employee, or agent if a
 5176  judgment or other final adjudication establishes that his or her
 5177  actions, or omissions to act, were material to the cause of
 5178  action so adjudicated and constitute:
 5179         (a) A violation of the criminal law, unless the director,
 5180  officer, employee, or agent had reasonable cause to believe his
 5181  or her conduct was lawful or had no reasonable cause to believe
 5182  his or her conduct was unlawful;
 5183         (b) A transaction from which the director, officer,
 5184  employee, or agent derived an improper personal benefit;
 5185         (c) In the case of a director, a circumstance under which
 5186  the liability provisions of s. 607.0834 are applicable; or
 5187         (d) Willful misconduct or a conscious disregard for the
 5188  best interests of the corporation in a proceeding by or in the
 5189  right of the corporation to procure a judgment in its favor or
 5190  in a proceeding by or in the right of a shareholder.
 5191         (8) Indemnification and advancement of expenses as provided
 5192  in this section shall continue as, unless otherwise provided
 5193  when authorized or ratified, to a person who has ceased to be a
 5194  director, officer, employee, or agent and shall inure to the
 5195  benefit of the heirs, executors, and administrators of such a
 5196  person, unless otherwise provided when authorized or ratified.
 5197         (9) Unless the corporation’s articles of incorporation
 5198  provide otherwise, notwithstanding the failure of a corporation
 5199  to provide indemnification, and despite any contrary
 5200  determination of the board or of the shareholders in the
 5201  specific case, a director, officer, employee, or agent of the
 5202  corporation who is or was a party to a proceeding may apply for
 5203  indemnification or advancement of expenses, or both, to the
 5204  court conducting the proceeding, to the circuit court, or to
 5205  another court of competent jurisdiction. On receipt of an
 5206  application, the court, after giving any notice that it
 5207  considers necessary, may order indemnification and advancement
 5208  of expenses, including expenses incurred in seeking court
 5209  ordered indemnification or advancement of expenses, if it
 5210  determines that:
 5211         (a) The director, officer, employee, or agent is entitled
 5212  to mandatory indemnification under subsection (3), in which case
 5213  the court shall also order the corporation to pay the director
 5214  reasonable expenses incurred in obtaining court-ordered
 5215  indemnification or advancement of expenses;
 5216         (b) The director, officer, employee, or agent is entitled
 5217  to indemnification or advancement of expenses, or both, by
 5218  virtue of the exercise by the corporation of its power pursuant
 5219  to subsection (7); or
 5220         (c) The director, officer, employee, or agent is fairly and
 5221  reasonably entitled to indemnification or advancement of
 5222  expenses, or both, in view of all the relevant circumstances,
 5223  regardless of whether such person met the standard of conduct
 5224  set forth in subsection (1), subsection (2), or subsection (7).
 5225         (10) For purposes of this section, the term “corporation”
 5226  includes, in addition to the resulting corporation, any
 5227  constituent corporation (including any constituent of a
 5228  constituent) absorbed in a consolidation or merger, so that any
 5229  person who is or was a director, officer, employee, or agent of
 5230  a constituent corporation, or is or was serving at the request
 5231  of a constituent corporation as a director, officer, employee,
 5232  or agent of another corporation, partnership, joint venture,
 5233  trust, or other enterprise, is in the same position under this
 5234  section with respect to the resulting or surviving corporation
 5235  as he or she would have with respect to such constituent
 5236  corporation if its separate existence had continued.
 5237         (11) For purposes of this section:
 5238         (a) The term “other enterprises” includes employee benefit
 5239  plans;
 5240         (b) The term “expenses” includes counsel fees, including
 5241  those for appeal;
 5242         (c) The term “liability” includes obligations to pay a
 5243  judgment, settlement, penalty, fine (including an excise tax
 5244  assessed with respect to any employee benefit plan), and
 5245  expenses actually and reasonably incurred with respect to a
 5246  proceeding;
 5247         (d) The term “proceeding” includes any threatened, pending,
 5248  or completed action, suit, or other type of proceeding, whether
 5249  civil, criminal, administrative, or investigative and whether
 5250  formal or informal;
 5251         (e) The term “agent” includes a volunteer;
 5252         (f) The term “serving at the request of the corporation”
 5253  includes any service as a director, officer, employee, or agent
 5254  of the corporation that imposes duties on such persons,
 5255  including duties relating to an employee benefit plan and its
 5256  participants or beneficiaries; and
 5257         (g) The term “not opposed to the best interest of the
 5258  corporation” describes the actions of a person who acts in good
 5259  faith and in a manner he or she reasonably believes to be in the
 5260  best interests of the participants and beneficiaries of an
 5261  employee benefit plan.
 5262         (12) A corporation shall have power to purchase and
 5263  maintain insurance on behalf of any person who is or was a
 5264  director, officer, employee, or agent of the corporation or is
 5265  or was serving at the request of the corporation as a director,
 5266  officer, employee, or agent of another corporation, partnership,
 5267  joint venture, trust, or other enterprise against any liability
 5268  asserted against the person and incurred by him or her in any
 5269  such capacity or arising out of his or her status as such,
 5270  whether or not the corporation would have the power to indemnify
 5271  the person against such liability under the provisions of this
 5272  section.
 5273         Section 107. Section 607.0851, Florida Statutes, is created
 5274  to read:
 5275         607.0851 Permissible indemnification.—
 5276         (1) Except as otherwise provided in this section and in s.
 5277  607.0859, and not in limitation of indemnification allowed under
 5278  s. 607.0858(1), a corporation may indemnify an individual who is
 5279  a party to a proceeding because the individual is or was a
 5280  director or officer against liability incurred in the proceeding
 5281  if:
 5282         (a) The director or officer acted in good faith;
 5283         (b) The director or officer acted in a manner he or she
 5284  reasonably believed to be in, or not opposed to, the best
 5285  interests of the corporation; and
 5286         (c) In the case of any criminal proceeding, the director or
 5287  officer had no reasonable cause to believe his or her conduct
 5288  was unlawful.
 5289         (2) The conduct of a director or officer with respect to an
 5290  employee benefit plan for a purpose the director or officer
 5291  reasonably believed to be in the best interests of the
 5292  participants in, and the beneficiaries of, the plan is conduct
 5293  that satisfies the requirement of paragraph (1)(b).
 5294         (3) The termination of a proceeding by judgment, order,
 5295  settlement, or conviction, or upon a plea of nolo contendere or
 5296  its equivalent, does not, of itself, create a presumption that
 5297  the director or officer did not meet the relevant standard of
 5298  conduct described in this section.
 5299         (4) Unless ordered by a court under s. 607.0854(1)(c), a
 5300  corporation may not indemnify a director or an officer in
 5301  connection with a proceeding by or in the right of the
 5302  corporation except for expenses and amounts paid in settlement
 5303  not exceeding, in the judgment of the board of directors, the
 5304  estimated expense of litigating the proceeding to conclusion,
 5305  actually and reasonably incurred in connection with the defense
 5306  or settlement of such proceeding, including any appeal thereof,
 5307  where such person acted in good faith and in a manner he or she
 5308  reasonably believed to be in, or not opposed to, the best
 5309  interests of the corporation.
 5310         Section 108. Section 607.0852, Florida Statutes, is created
 5311  to read:
 5312         607.0852 Mandatory indemnification.—A corporation must
 5313  indemnify an individual who is or was a director or officer who
 5314  was wholly successful, on the merits or otherwise, in the
 5315  defense of any proceeding to which the individual was a party
 5316  because he or she is or was a director or officer of the
 5317  corporation against expenses incurred by the individual in
 5318  connection with the proceeding.
 5319         Section 109. Section 607.0853, Florida Statutes, is created
 5320  to read:
 5321         607.0853 Advance for expenses.—
 5322         (1) A corporation may, before final disposition of a
 5323  proceeding, advance funds to pay for or reimburse expenses
 5324  incurred in connection with the proceeding by an individual who
 5325  is a party to the proceeding because that individual is or was a
 5326  director or an officer if the director or officer delivers to
 5327  the corporation a signed written undertaking of the director or
 5328  officer to repay any funds advanced if:
 5329         (a) The director or officer is not entitled to mandatory
 5330  indemnification under s. 607.0852; and
 5331         (b) It is ultimately determined under s. 607.0854 or s.
 5332  607.0855 that the director or officer has not met the relevant
 5333  standard of conduct described in s. 607.0851 or the director or
 5334  officer is not entitled to indemnification under s. 607.0859.
 5335         (2) The undertaking required by paragraph (1)(b) must be an
 5336  unlimited general obligation of the director or officer but need
 5337  not be secured and may be accepted without reference to the
 5338  financial ability of the director or officer to make repayment.
 5339         (3) Authorizations under this section must be made:
 5340         (a) By the board of directors:
 5341         1. If there are two or more qualified directors, by a
 5342  majority vote of all of the qualified directors (a majority of
 5343  whom shall for such purpose constitute a quorum) or by a
 5344  majority of the members of a committee appointed by such vote
 5345  and comprised of two or more qualified directors; or
 5346         2. If there are fewer than two qualified directors, by the
 5347  vote necessary for action by the board of directors under s.
 5348  607.0824(3), in which authorization vote directors who are not
 5349  qualified directors may participate; or
 5350         (b) By the shareholders, but shares owned by or voted under
 5351  the control of a director or officer who at the time of the
 5352  authorization is not a qualified director or is an officer who
 5353  is a party to the proceeding may not be counted as a vote in
 5354  favor of the authorization.
 5355         Section 110. Section 607.0854, Florida Statutes, is created
 5356  to read:
 5357         607.0854 Court-ordered indemnification and advance for
 5358  expenses.—
 5359         (1) Unless the corporation’s articles of incorporation
 5360  provide otherwise, notwithstanding the failure of a corporation
 5361  to provide indemnification, and despite any contrary
 5362  determination of the board of directors or of the shareholders
 5363  in the specific case, a director or officer of the corporation
 5364  who is a party to a proceeding because he or she is or was a
 5365  director or officer may apply for indemnification or an advance
 5366  for expenses, or both, to a court having jurisdiction over the
 5367  corporation which is conducting the proceeding, or to a circuit
 5368  court of competent jurisdiction. After receipt of an application
 5369  and after giving any notice it considers necessary, the court
 5370  may:
 5371         (a) Order indemnification if the court determines that the
 5372  director or officer is entitled to mandatory indemnification
 5373  under s. 607.0852;
 5374         (b) Order indemnification or advance for expenses if the
 5375  court determines that the director or officer is entitled to
 5376  indemnification or advance for expenses pursuant to a provision
 5377  authorized by s. 607.0858(1); or
 5378         (c) Order indemnification or advance for expenses if the
 5379  court determines, in view of all the relevant circumstances,
 5380  that it is fair and reasonable to indemnify the director or
 5381  officer or to advance expenses to the director or officer, even
 5382  if he or she has not met the relevant standard of conduct set
 5383  forth in s. 607.0851(1), has failed to comply with s. 607.0853,
 5384  or was adjudged liable in a proceeding referred to in s.
 5385  607.0859. If the director or officer was adjudged liable,
 5386  indemnification shall be limited to expenses incurred in
 5387  connection with the proceeding.
 5388         (2) If the court determines that the director or officer is
 5389  entitled to indemnification under paragraph (1)(a) or to
 5390  indemnification or advance for expenses under paragraph (1)(b),
 5391  it shall also order the corporation to pay the director’s or
 5392  officer’s expenses incurred in connection with obtaining court
 5393  ordered indemnification or advance for expenses. If the court
 5394  determines that the director or officer is entitled to
 5395  indemnification or advance for expenses under paragraph (1)(c),
 5396  it may also order the corporation to pay the director’s or
 5397  officer’s expenses to obtain court-ordered indemnification or
 5398  advance for expenses.
 5399         Section 111. Section 607.0855, Florida Statutes, is created
 5400  to read:
 5401         607.0855 Determination and authorization of
 5402  indemnification.—
 5403         (1) Unless ordered by a court under s. 607.0854(1)(c), a
 5404  corporation may not indemnify a director or officer under s.
 5405  607.0851 unless authorized for a specific proceeding after a
 5406  determination has been made that indemnification is permissible
 5407  because the director or officer has met the relevant standard of
 5408  conduct set forth in s. 607.0851.
 5409         (2) The determination shall be made:
 5410         (a) If there are two or more qualified directors, by the
 5411  board of directors by a majority vote of all of the qualified
 5412  directors, a majority of whom shall for such purposes constitute
 5413  a quorum, or by a majority of the members of a committee of two
 5414  or more qualified directors appointed by such a vote; or
 5415         (b) By independent special legal counsel:
 5416         1. Selected in the manner prescribed by paragraph (a); or
 5417         2. If there are fewer than two qualified directors,
 5418  selected by the board of directors, in which selection directors
 5419  who are not qualified directors may participate; or
 5420         (c) By the shareholders, but shares owned by or voted under
 5421  the control of a director or officer who, at the time of the
 5422  determination, is not a qualified director or an officer who is
 5423  a party to the proceeding may not be counted as votes in favor
 5424  of the determination.
 5425         (3) Authorization of indemnification shall be made in the
 5426  same manner as the determination that indemnification is
 5427  permissible, except that if the determination of permissibility
 5428  has been made by independent special legal counsel under
 5429  paragraph (2)(b), any authorization of indemnification
 5430  associated with such determination shall be made by either such
 5431  independent special legal counsel or by those who otherwise
 5432  would be entitled to select independent special legal counsel
 5433  under paragraph (2)(b).
 5434         Section 112. Section 607.0857, Florida Statutes, is created
 5435  to read:
 5436         607.0857 Insurance.—A corporation shall have the power to
 5437  purchase and maintain insurance on behalf of and for the benefit
 5438  of an individual who is or was a director or officer of the
 5439  corporation, or who, while a director or officer of the
 5440  corporation, is or was serving at the corporation’s request as a
 5441  director, officer, manager, member, partner, trustee, employee,
 5442  or agent of another domestic or foreign corporation, limited
 5443  liability company, partnership, joint venture, trust, employee
 5444  benefit plan, or other enterprise or entity, against liability
 5445  asserted against or incurred by the individual in that capacity
 5446  or arising from his or her status as a director or officer,
 5447  whether or not the corporation would have power to indemnify or
 5448  advance expenses to the individual against the same liability
 5449  under this chapter.
 5450         Section 113. Section 607.0858, Florida Statutes, is created
 5451  to read:
 5452         607.0858 Variation by corporate action; application of
 5453  subchapter.—
 5454         (1) The indemnification provided pursuant to ss. 607.0851
 5455  and 607.0852 and the advancement of expenses provided pursuant
 5456  to s. 607.0853 are not exclusive, and a corporation may, by a
 5457  provision in its articles of incorporation, bylaws or any
 5458  agreement, or by vote of shareholders or disinterested
 5459  directors, or otherwise, obligate itself in advance of the act
 5460  or omission giving rise to a proceeding to provide any other or
 5461  further indemnification or advancement of expenses to any of its
 5462  directors or officers. Any such obligatory provision shall be
 5463  deemed to satisfy the requirements for authorization referred to
 5464  in ss. 607.0853(3) and 607.0855(3). Any such provision that
 5465  obligates the corporation to provide indemnification to the
 5466  fullest extent permitted by law shall be deemed to obligate the
 5467  corporation to advance funds to pay for or reimburse expenses in
 5468  accordance with s. 607.0853 to the fullest extent permitted by
 5469  law, unless the provision specifically provides otherwise.
 5470         (2) A right of indemnification or to advance for expenses
 5471  created by this chapter or under subsection (1) and in effect at
 5472  the time of an act or omission may not be eliminated or impaired
 5473  with respect to such act or omission by an amendment of the
 5474  articles of incorporation or bylaws or a resolution of the
 5475  directors or shareholders, adopted after the occurrence of such
 5476  act or omission, unless, in the case of a right created under
 5477  subsection (1), the provision creating such right and in effect
 5478  at the time of such act or omission explicitly authorizes such
 5479  elimination or impairment after such act or omission has
 5480  occurred.
 5481         (3) Any provision pursuant to subsection (1) shall not
 5482  obligate the corporation to indemnify or advance for expenses to
 5483  a director or officer of a predecessor of the corporation,
 5484  pertaining to conduct with respect to the predecessor, unless
 5485  otherwise specifically provided. Any provision for
 5486  indemnification or advance for expenses in the articles of
 5487  incorporation, bylaws, or a resolution of the board of directors
 5488  or shareholders of a predecessor of the corporation in a merger
 5489  or in a contract to which the predecessor is a party, existing
 5490  at the time the merger takes effect, shall be governed by s.
 5491  607.1106(1)(d).
 5492         (4) Subject to subsection (2), a corporation may, by a
 5493  provision in its articles of incorporation, limit any of the
 5494  rights to indemnification or advance for expenses created by or
 5495  pursuant to this chapter.
 5496         (5) Sections 607.0850-607.0859 do not limit a corporation’s
 5497  power to pay or reimburse expenses incurred by a director, an
 5498  officer, an employee, or an agent in connection with appearing
 5499  as a witness in a proceeding at a time when he or she is not a
 5500  party.
 5501         (6) Sections 607.0850-607.0859 do not limit a corporation’s
 5502  power to indemnify, advance expenses to, or provide or maintain
 5503  insurance on behalf of or for the benefit of an individual who
 5504  is or was an employee or agent.
 5505         Section 114. Section 607.0859, Florida Statutes, is created
 5506  to read:
 5507         607.0859 Overriding restrictions on indemnification.—
 5508         (1) Unless ordered by a court under s. 607.0854(1)(c), a
 5509  corporation may not indemnify a director or officer under s.
 5510  607.0851 or s. 607.0858 or advance expenses to a director or
 5511  officer under s. 607.0853 or s. 607.0858 if a judgment or other
 5512  final adjudication establishes that his or her actions, or
 5513  omissions to act, were material to the cause of action so
 5514  adjudicated and constitute:
 5515         (a) Willful or intentional misconduct or a conscious
 5516  disregard for the best interests of the corporation in a
 5517  proceeding by or in the right of the corporation to procure a
 5518  judgment in its favor or in a proceeding by or in the right of a
 5519  shareholder;
 5520         (b) A transaction in which a director or officer derived an
 5521  improper personal benefit;
 5522         (c) A violation of the criminal law, unless the director or
 5523  officer had reasonable cause to believe his or her conduct was
 5524  lawful or had no reasonable cause to believe his or her conduct
 5525  was unlawful; or
 5526         (d) In the case of a director, a circumstance under which
 5527  the liability provisions of s. 607.0834 are applicable.
 5528         (2) A corporation may provide indemnification or advance
 5529  expenses to a director or an officer only as allowed by ss.
 5530  607.0850-607.0859.
 5531         Section 115. Paragraphs (b), (d), (f), (h), (j), and (k) of
 5532  subsection (1) and subsections (2), (5), and (6) of section
 5533  607.0901, Florida Statutes, are amended to read:
 5534         607.0901 Affiliated transactions.—
 5535         (1) For purposes of this section:
 5536         (b) “Affiliated transaction,” when used in reference to the
 5537  corporation and any interested shareholder, means:
 5538         1. Any merger or consolidation of the corporation or any
 5539  subsidiary of the corporation with:
 5540         a. The interested shareholder; or
 5541         b. Any other corporation, partnership, limited liability
 5542  company, or other entity, in each case, (whether or not itself
 5543  an interested shareholder,) which is, or after such merger or
 5544  consolidation would be, an affiliate or associate of the
 5545  interested shareholder;
 5546         2. Any sale, lease, exchange, mortgage, pledge, transfer,
 5547  or other disposition (in one transaction or a series of
 5548  transactions), except proportionately as a shareholder of such
 5549  corporation, to or with the interested shareholder or any
 5550  affiliate or associate of the interested shareholder, whether as
 5551  part of a dissolution or otherwise, of assets of the corporation
 5552  or any subsidiary of the corporation:
 5553         a. Having an aggregate fair market value equal to 10 5
 5554  percent or more of the aggregate fair market value of all the
 5555  assets, determined on a consolidated basis, of the corporation;
 5556         b. Having an aggregate fair market value equal to 10 5
 5557  percent or more of the aggregate fair market value of all the
 5558  outstanding shares of the corporation; or
 5559         c. Representing 10 5 percent or more of the earning power
 5560  or net income, determined on a consolidated basis, of the
 5561  corporation;
 5562         3. The issuance or transfer by the corporation or any
 5563  subsidiary of the corporation (in one transaction or a series of
 5564  transactions) of any shares of the corporation or any subsidiary
 5565  of the corporation which have an aggregate fair market value
 5566  equal to 10 5 percent or more of the aggregate fair market value
 5567  of all the outstanding shares of the corporation to the
 5568  interested shareholder or any affiliate or associate of the
 5569  interested shareholder except:
 5570         a. Pursuant to the exercise, exchange, or conversion of
 5571  securities exercisable for, exchangeable for, or convertible
 5572  into shares of the corporation or any subsidiary of the
 5573  corporation which were outstanding prior to the time that the
 5574  interested shareholder became such;
 5575         b. Pursuant to a merger under s. 607.11045;
 5576         c. Provided that the interested shareholder’s proportionate
 5577  share of the shares of any class or series of the corporation or
 5578  of the voting shares of the corporation has not increased as a
 5579  result thereof:
 5580         (I) Pursuant to a dividend or distribution paid or made, or
 5581  the exercise, exchange, or conversion of securities exercisable
 5582  for, exchangeable for, or convertible into, shares of the
 5583  corporation which security is distributed, pro rata to all
 5584  holders of a class or series of shares of such corporation
 5585  subsequent to the time the interested shareholder became such;
 5586         (II)Pursuant to an exchange offer by the corporation to
 5587  purchase shares of such corporation made on the same terms to
 5588  all holders of such shares;
 5589         (III) Any issuance or transfer of shares by the
 5590  corporation; of warrants or rights to purchase stock offered, or
 5591  a dividend or distribution paid or made, pro rata to all
 5592  shareholders of the corporation;
 5593         4. The adoption of any plan or proposal for the liquidation
 5594  or dissolution of the corporation proposed by, or pursuant to
 5595  any agreement, arrangement, or understanding (whether or not in
 5596  writing) with, the interested shareholder or any affiliate or
 5597  associate of the interested shareholder;
 5598         5. Any reclassification of securities (including, without
 5599  limitation, any stock split, stock dividend, or other
 5600  distribution of shares in respect of shares, or any reverse
 5601  stock split) or recapitalization of the corporation, or any
 5602  merger or consolidation of the corporation with any subsidiary
 5603  of the corporation, or any other transaction (whether or not
 5604  with or into or otherwise involving the interested shareholder),
 5605  with the interested shareholder or any affiliate or associate of
 5606  the interested shareholder, which has the effect, directly or
 5607  indirectly (in one transaction or a series of transactions
 5608  during any 12-month period), of increasing by more than 10 5
 5609  percent the percentage of the outstanding voting shares of the
 5610  corporation or any subsidiary of the corporation beneficially
 5611  owned by the interested shareholder; or
 5612         6. Any receipt by the interested shareholder or any
 5613  affiliate or associate of the interested shareholder of the
 5614  benefit, directly or indirectly (except proportionately as a
 5615  shareholder of the corporation), of any loans, advances,
 5616  guaranties, pledges, or other financial assistance or any tax
 5617  credits or other tax advantages, other than those expressly
 5618  allowed in subparagraph 3., provided by or through the
 5619  corporation or any subsidiary of the corporation.
 5620         (d) “Associate,” when used to indicate a relationship with
 5621  any person, means any entity, other than the corporation or any
 5622  of its subsidiaries, of which such person is an officer,
 5623  director, or partner or is, directly or indirectly, the
 5624  beneficial owner of 20 10 percent or more of any class of voting
 5625  shares; any trust or other estate in which such person has at
 5626  least 20 percent a substantial beneficial interest or as to
 5627  which such person serves as trustee or in a similar fiduciary
 5628  capacity; and any relative or spouse of such person, or any
 5629  relative of such spouse, who has the same residence home as such
 5630  person or who is an officer or director of the corporation or
 5631  any of its affiliates.
 5632         (f) “Control,” “controlling,” “controlled by,” and “under
 5633  common control with” means the possession, directly or
 5634  indirectly, through the ownership of voting shares, by contract,
 5635  arrangement, understanding, relationship, or otherwise, of the
 5636  power to direct or cause the direction of the management and
 5637  policies of a person. A person who is the owner of 20 percent or
 5638  more of the outstanding voting shares of any corporation,
 5639  partnership, unincorporated association, or other entity is
 5640  presumed to have control of such entity, in the absence of proof
 5641  by a preponderance of the evidence to the contrary.
 5642  Notwithstanding the foregoing, a person shall not be deemed to
 5643  have control of an entity a corporation if such person holds
 5644  voting shares, in good faith and not for the purpose of
 5645  circumventing this section, as an agent, bank, broker, nominee,
 5646  custodian, or trustee for one or more beneficial owners who do
 5647  not individually or as a group have control of such entity
 5648  corporation.
 5649         (h) Unless otherwise specified in the articles of
 5650  incorporation initially filed with the department of State, a
 5651  “disinterested director” means as to any particular interested
 5652  shareholder:
 5653         1. Any member of the board of directors of the corporation
 5654  who was a member of the board of directors before the later of
 5655  January 1, 1987, or the determination date; and
 5656         2. Any member of the board of directors of the corporation
 5657  who was recommended for election by, or was elected to fill a
 5658  vacancy and received the affirmative vote of, a majority of the
 5659  disinterested directors then on the board.
 5660         (j) “Fair market value” means:
 5661         1. In the case of shares:, the highest closing sale price
 5662  of a share quoted during the 30-day period immediately preceding
 5663  the date in question on the composite tape for shares listed on
 5664  the New York Stock Exchange; or, if such shares are not quoted
 5665  on the composite tape on the New York Stock Exchange, the
 5666  highest closing sale price quoted during such period on the New
 5667  York Stock Exchange; or, if such shares are not listed on such
 5668  exchange, the highest closing sale price quoted during such
 5669  period on the principal United States securities exchange
 5670  registered under the Exchange Act on which such shares are
 5671  listed; or, if such shares are not listed on any such exchange,
 5672  the highest closing bid quotation with respect to a share during
 5673  the 30-day period preceding the date in question on the National
 5674  Association of Securities Dealers, Inc., automated quotations
 5675  system or any other stock price quotation similar system then in
 5676  general use; or, if no such quotations are available, the fair
 5677  market value of a share on the date in question as determined
 5678  by:
 5679         a. A majority of disinterested directors; or
 5680         b. If at such time there are no disinterested directors, by
 5681  the board of directors of such corporation in good faith; and
 5682         2. In the case of property other than cash or shares, the
 5683  fair market value of such property on the date in question as
 5684  determined by:
 5685         a. A majority of the disinterested directors; or
 5686         b. If at such time there are no disinterested directors, by
 5687  the board of directors of such corporation in good faith.
 5688         (k) “Interested shareholder” means any person who is the
 5689  beneficial owner of more than 15 10 percent of the outstanding
 5690  voting shares of the corporation. However, the term “interested
 5691  shareholder” shall not include:
 5692         1. The corporation or any of its subsidiaries;
 5693         2. Any savings, employee stock ownership, or other employee
 5694  benefit plan of the corporation or any of its subsidiaries,; or
 5695  any fiduciary with respect to any such plan when acting in such
 5696  capacity; or
 5697         3. Any person whose ownership of shares in excess of the 15
 5698  percent limitation is the result of action taken solely by the
 5699  corporation; provided that such person shall be an interested
 5700  shareholder if thereafter such person acquires additional shares
 5701  of voting shares of the corporation, except as a result of
 5702  further corporate action not caused, directly or indirectly, by
 5703  such person. For the purpose of determining whether a person is
 5704  an interested shareholder, the number of voting shares deemed to
 5705  be outstanding shall include shares deemed owned by the
 5706  interested shareholder through application of subparagraph (e)3.
 5707  but shall not include any other voting shares that may be
 5708  issuable pursuant to any contract, arrangement, or
 5709  understanding, upon the exercise of conversion rights, exchange
 5710  rights, warrants, or options, or otherwise.
 5711         (2) Except to the extent as provided in subsections
 5712  subsection (4) and (5), and with respect to such exceptions, in
 5713  compliance with other applicable provisions of this chapter, a
 5714  corporation may not engage in any affiliated transaction with
 5715  any interested shareholder for a period of 3 years following the
 5716  time that such shareholder became an interested shareholder,
 5717  unless:
 5718         (a)Prior to the time that such shareholder became an
 5719  interested shareholder, the board of directors of the
 5720  corporation approved either the affiliated transaction or the
 5721  transaction which resulted in the shareholder becoming an
 5722  interested shareholder; or
 5723         (b)Upon consummation of the transaction that resulted in
 5724  the shareholder becoming an interested shareholder, the
 5725  interested shareholder owned at least 85 percent of the voting
 5726  shares of the corporation outstanding at the time the
 5727  transaction commenced, excluding for purposes of determining the
 5728  voting shares outstanding, but not the outstanding voting shares
 5729  owned by the interested shareholder, those shares owned by
 5730  persons who are directors and also officers and by employee
 5731  stock plans in which employee participants do not have the right
 5732  to determine confidentially whether shares held subject to the
 5733  plan will be tendered in a tender or exchange offer; or
 5734         (c)At or subsequent to the time that such shareholder
 5735  became an interested shareholder, the affiliated transaction is
 5736  approved by the board of directors and authorized at an annual
 5737  or special meeting of shareholders, and not by written consent,
 5738  by the affirmative vote of at least two-thirds of the
 5739  outstanding voting shares which are not owned by the interested
 5740  shareholder, in addition to any affirmative vote required by any
 5741  other section of this act or by the articles of incorporation,
 5742  an affiliated transaction shall be approved by the affirmative
 5743  vote of the holders of two-thirds of the voting shares other
 5744  than the shares beneficially owned by the interested
 5745  shareholder.
 5746         (5) The provisions of this section do not apply:
 5747         (a) To any corporation the original articles of
 5748  incorporation of which contain a provision expressly electing
 5749  not to be governed by this section;
 5750         (b) To any corporation which adopted an amendment to its
 5751  articles of incorporation prior to July 1, 2018 January 1, 1989,
 5752  expressly electing not to be governed by this section, provided
 5753  that such amendment does not apply to any affiliated transaction
 5754  of the corporation with an interested shareholder whose
 5755  determination date is on or prior to the effective date of such
 5756  amendment;
 5757         (c) To any corporation which adopts an amendment to its
 5758  articles of incorporation or bylaws, approved by the affirmative
 5759  vote of the holders, other than interested shareholders and
 5760  their affiliates and associates, of a majority of the
 5761  outstanding voting shares of the corporation, excluding the
 5762  voting shares of interested shareholders and their affiliates
 5763  and associates, expressly electing not to be governed by this
 5764  section, provided that such amendment to the articles of
 5765  incorporation or bylaws shall not be effective until 18 months
 5766  after such vote of the corporation’s shareholders and shall not
 5767  apply to any affiliated transaction of the corporation with an
 5768  interested shareholder whose determination date is on or prior
 5769  to the effective date of such amendment; or
 5770         (d) To any affiliated transaction of the corporation with
 5771  an interested shareholder of the corporation which became an
 5772  interested shareholder inadvertently, if such interested
 5773  shareholder, as soon as practicable, divests itself of a
 5774  sufficient amount of the voting shares of the corporation so
 5775  that it no longer is the beneficial owner, directly or
 5776  indirectly, of 20 10 percent or more of the outstanding voting
 5777  shares of the corporation, and would not at any time within the
 5778  3-year 5-year period preceding the announcement date with
 5779  respect to such affiliated transaction have been an interested
 5780  shareholder but for such inadvertent acquisition.
 5781         (6) Any corporation that elected not to be governed by this
 5782  section, either through a provision in its original articles of
 5783  incorporation or through an amendment to its articles of
 5784  incorporation or bylaws may elect to be bound by the provisions
 5785  of this section by adopting an amendment to its articles of
 5786  incorporation or bylaws that repeals the original article or the
 5787  amendment. In addition to any requirements of this chapter act,
 5788  or the articles of incorporation or bylaws of the corporation,
 5789  any such amendment shall be approved by the affirmative vote of
 5790  the holders of two-thirds of the voting shares other than shares
 5791  beneficially owned by any interested shareholder.
 5792         Section 116. Paragraph (d) of subsection (2) of section
 5793  607.0902, Florida Statutes, is amended to read:
 5794         607.0902 Control-share acquisitions.—
 5795         (2) “CONTROL-SHARE ACQUISITION.”—
 5796         (d) The acquisition of any shares of an issuing public
 5797  corporation does not constitute a control-share acquisition if
 5798  the acquisition is consummated in any of the following
 5799  circumstances:
 5800         1. Before July 2, 1987.
 5801         2. Pursuant to a contract existing before July 2, 1987.
 5802         3. Pursuant to the laws of intestate succession or pursuant
 5803  to a gift or testamentary transfer.
 5804         4. Pursuant to the satisfaction of a pledge or other
 5805  security interest created in good faith and not for the purpose
 5806  of circumventing this section.
 5807         5. Pursuant to a merger or share exchange effected in
 5808  compliance with s. 607.1101, s. 607.1102, s. 607.1103, s.
 5809  607.1104, or s. 607.1105 s. 607.1107, if the issuing public
 5810  corporation is a party to the agreement of merger or plan of
 5811  share exchange.
 5812         6. Pursuant to any savings, employee stock ownership, or
 5813  other employee benefit plan of the issuing public corporation or
 5814  any of its subsidiaries or any fiduciary with respect to any
 5815  such plan when acting in such fiduciary capacity.
 5816         7. Pursuant to an acquisition of shares of an issuing
 5817  public corporation if the acquisition has been approved by the
 5818  board of directors of such issuing public corporation before
 5819  acquisition.
 5820         Section 117. Subsection (1) of section 607.1001, Florida
 5821  Statutes, is amended to read:
 5822         607.1001 Authority to amend the articles of incorporation.—
 5823         (1) A corporation may amend its articles of incorporation
 5824  at any time to add or change a provision that is required or
 5825  permitted in the articles of incorporation or to delete a
 5826  provision not required to be contained in the articles of
 5827  incorporation. Whether a provision is required or permitted in
 5828  the articles of incorporation is determined as of the effective
 5829  date of the amendment.
 5830         Section 118. Section 607.1002, Florida Statutes, is amended
 5831  to read:
 5832         607.1002 Amendment by board of directors.—Unless the
 5833  articles of incorporation provide otherwise, a corporation’s
 5834  board of directors may adopt one or more amendments to the
 5835  corporation’s articles of incorporation without shareholder
 5836  approval action:
 5837         (1) To extend the duration of the corporation if it was
 5838  incorporated at a time when limited duration was required by
 5839  law;
 5840         (2) To delete the names and addresses of the initial
 5841  directors;
 5842         (3) To delete the name and address of the initial
 5843  registered agent or registered office, if a statement of change
 5844  is on file with the department of State;
 5845         (4) To delete any other information contained in the
 5846  articles of incorporation that is solely of historical interest;
 5847         (5) To delete the authorization for a class or series of
 5848  shares authorized pursuant to s. 607.0602, if no shares of such
 5849  class or series are issued;
 5850         (6) To change the corporate name by substituting the word
 5851  “corporation,” “incorporated,” or “company,” or the abbreviation
 5852  “corp.,” “Inc.,” or “Co.,” for a similar word or abbreviation in
 5853  the name, or by adding, deleting, or changing a geographical
 5854  attribution for the name;
 5855         (7) To change the par value for a class or series of
 5856  shares;
 5857         (8) To provide that if the corporation acquires its own
 5858  shares, such shares belong to the corporation and constitute
 5859  treasury shares until disposed of or canceled by the
 5860  corporation; or
 5861         (9) To reflect a reduction in authorized shares, as a
 5862  result of the operation of s. 607.0631(2), when the corporation
 5863  has acquired its own shares and the articles of incorporation
 5864  prohibit the reissue of the acquired shares;
 5865         (10) To delete a class of shares from the articles of
 5866  incorporation, as a result of the operation of s. 607.0631(2),
 5867  when there are no remaining shares of the class because the
 5868  corporation has acquired all shares of the class and the
 5869  articles of incorporation prohibit the reissue of the acquired
 5870  shares; or
 5871         (11)(9) To make any other change expressly permitted by
 5872  this act to be made without shareholder approval action.
 5873         Section 119. Subsections (4), (6), and (8) of section
 5874  607.10025, Florida Statutes, are amended to read:
 5875         607.10025 Shares; combination or division.—
 5876         (4) If a division or combination is effected by a board
 5877  action without shareholder approval and includes an amendment to
 5878  the articles of incorporation, there shall be signed executed in
 5879  accordance with s. 607.0120 on behalf of the corporation and
 5880  filed in the office of the department of State articles of
 5881  amendment which shall set forth:
 5882         (a) The name of the corporation.
 5883         (b) The date of adoption by the board of directors of the
 5884  resolution approving the division or combination.
 5885         (c) That the amendment to the articles of incorporation
 5886  does not adversely affect the rights or preferences of the
 5887  holders of outstanding shares of any class or series and does
 5888  not result in the percentage of authorized shares that remain
 5889  unissued after the division or combination exceeding the
 5890  percentage of authorized shares that were unissued before the
 5891  division or combination.
 5892         (d) The class or series and number of shares subject to the
 5893  division or combination and the number of shares into which the
 5894  shares are to be divided or combined.
 5895         (e) The amendment of the articles of incorporation made in
 5896  connection with the division or combination.
 5897         (f) If the division or combination is to become effective
 5898  at a time subsequent to the time of filing, the date, which may
 5899  not exceed 90 days after the date of filing, when the division
 5900  or combination becomes effective.
 5901         (6) If a division or combination is effected by action of
 5902  the board and of the shareholders, there shall be signed
 5903  executed on behalf of the corporation and filed with the
 5904  department of State articles of amendment as provided in s.
 5905  607.1006 s. 607.1003, which articles shall set forth, in
 5906  addition to the information required by s. 607.1006 s. 607.1003,
 5907  the information required in subsection (4).
 5908         (8) This section applies only to corporations with more
 5909  than 35 shareholders of record.
 5910         Section 120. Section 607.1003, Florida Statutes, is amended
 5911  to read:
 5912         607.1003 Amendment by board of directors and shareholders.
 5913  If a corporation has issued shares, an amendment to the articles
 5914  of incorporation shall be adopted in the following manner:
 5915         (1) The proposed amendment shall first be adopted by the
 5916  board of directors. A corporation’s board of directors may
 5917  propose one or more amendments to the articles of incorporation
 5918  for submission to the shareholders.
 5919         (2)(a) Except as provided in ss. 607.1002, 607.10025, and
 5920  607.1008, and, with respect to restatements that do not require
 5921  shareholder approval, s. 607.1007, the amendment shall then be
 5922  approved by the shareholders.
 5923         (b) In submitting the proposed amendment to the
 5924  shareholders for approval, the board of directors shall
 5925  recommend that the shareholders approve the amendment unless:
 5926         1. The board of directors makes a determination that
 5927  because of a conflict of interest or other special circumstances
 5928  it should not make such a recommendation; or
 5929         2. Section 607.0826 applies.
 5930         (c) If either subparagraph (b)1. or subparagraph (b)2.
 5931  applies, the board must inform the shareholders of the basis for
 5932  its so proceeding without such recommendation For the amendment
 5933  to be adopted:
 5934         (a) The board of directors must recommend the amendment to
 5935  the shareholders, unless the board of directors determines that
 5936  because of conflict of interest or other special circumstances
 5937  it should make no recommendation and communicates the basis for
 5938  its determination to the shareholders with the amendment; and
 5939         (b) The shareholders entitled to vote on the amendment must
 5940  approve the amendment as provided in subsection (5).
 5941         (3) The board of directors may set conditions for the
 5942  approval of the amendment by the shareholders or the
 5943  effectiveness of the amendment condition its submission of the
 5944  proposed amendment on any basis.
 5945         (4) If the amendment is required to be approved by the
 5946  shareholders, and the approval is to be given at a meeting, the
 5947  corporation must notify each shareholder, whether or not
 5948  entitled to vote, of the meeting of shareholders at which the
 5949  amendment is to be submitted for approval. The notice must be
 5950  given in accordance with s. 607.0705, state that the purpose, or
 5951  one of the purposes, of the meeting is to consider the
 5952  amendment, and must contain or be accompanied by a copy of the
 5953  amendment The corporation shall notify each shareholder, whether
 5954  or not entitled to vote, of the proposed shareholders’ meeting
 5955  in accordance with s. 607.0705. The notice of meeting must also
 5956  state that the purpose, or one of the purposes, of the meeting
 5957  is to consider the proposed amendment and contain or be
 5958  accompanied by a copy or summary of the amendment.
 5959         (5) Unless this chapter act, the articles of incorporation,
 5960  or the board of directors, (acting pursuant to subsection (3),)
 5961  requires a greater vote or a greater quorum, the approval of the
 5962  amendment requires the approval of the shareholders at a meeting
 5963  at which a quorum consisting of at least a majority of the
 5964  shares entitled to be cast on the amendment exists, and, if any
 5965  class or series of shares is entitled to vote as a separate
 5966  group on the amendment, except as provided in s. 607.1004(3),
 5967  the approval of each such separate voting group at a meeting at
 5968  which a quorum of the voting group exists consisting of at least
 5969  a majority of the votes entitled to be cast on the amendment by
 5970  that voting group.
 5971         (6) If the amendment by any voting group would create
 5972  appraisal rights, approval of the amendment must also require
 5973  the vote of a majority of the votes entitled to be cast by such
 5974  voting group vote by voting groups, the amendment to be adopted
 5975  must be approved by:
 5976         (a) A majority of the votes entitled to be cast on the
 5977  amendment by any voting group with respect to which the
 5978  amendment would create dissenters’ rights; and
 5979         (b) The votes required by ss. 607.0725 and 607.0726 by
 5980  every other voting group entitled to vote on the amendment.
 5981         (7)(6) Unless otherwise provided in the articles of
 5982  incorporation, the shareholders of a corporation having 35 or
 5983  fewer shareholders may amend the articles of incorporation
 5984  without an act of the directors at a meeting for which notice of
 5985  the changes to be made is given. For purposes of this
 5986  subsection, the term “shareholder” means a record shareholder, a
 5987  beneficial shareholder, or an unrestricted voting trust
 5988  beneficial owner.
 5989         (8) If as a result of an amendment of the articles of
 5990  incorporation one or more shareholders of a domestic corporation
 5991  would become subject to new interest holder liability, approval
 5992  of the amendment shall require the signing in connection with
 5993  the amendment, by each such shareholder, of a separate written
 5994  consent to become subject to such new interest holder liability,
 5995  unless in the case of a shareholder that already has interest
 5996  holder liability the terms and conditions of the new interest
 5997  holder liability are substantially identical to those of the
 5998  existing interest holder liability (other than changes that
 5999  eliminate or reduce such interest holder liability).
 6000         (9) For purposes of subsection (8) and s. 607.1009, the
 6001  term “new interest holder liability” means interest holder
 6002  liability of a person resulting from an amendment of the
 6003  articles of incorporation if the person did not have interest
 6004  holder liability before the amendment becomes effective, or the
 6005  person had interest holder liability before the amendment
 6006  becomes effective, the terms and conditions of which are changed
 6007  when the amendment becomes effective.
 6008         Section 121. Section 607.1004, Florida Statutes, is amended
 6009  to read:
 6010         607.1004 Voting on amendments by voting groups.—
 6011         (1) If the corporation has more than one class of shares
 6012  outstanding, the holders of the outstanding shares of a class
 6013  are entitled to vote as a separate voting group class (if
 6014  shareholder voting is otherwise required by this chapter act)
 6015  upon a proposed amendment to the articles of incorporation, if
 6016  the amendment would:
 6017         (a) Effect an exchange or reclassification of all or part
 6018  of the shares of the class into shares of another class.
 6019         (b) Effect an exchange or reclassification, or create a
 6020  right of exchange, of all or part of the shares of another class
 6021  into the shares of the class.
 6022         (c) Change the designation, rights, preferences, or
 6023  limitations of all or part of the shares of the class.
 6024         (d) Change the shares of all or part of the class into a
 6025  different number of shares of the same class.
 6026         (e) Create a new class of shares having rights or
 6027  preferences with respect to distributions or to dissolution that
 6028  are prior or superior to the shares of the class.
 6029         (f) Increase the rights, preferences, or number of
 6030  authorized shares of any class that, after giving effect to the
 6031  amendment, have rights or preferences with respect to
 6032  distributions or to dissolution that are prior or superior to
 6033  the shares of the class.
 6034         (g) Limit or deny an existing preemptive right of all or
 6035  part of the shares of the class.
 6036         (h) Cancel or otherwise affect rights to distributions or
 6037  dividends that have accumulated but not yet been declared on all
 6038  or part of the shares of the class.
 6039         (2) If a proposed amendment would affect a series of a
 6040  class of shares in one or more of the ways described in
 6041  subsection (1), the shares of that series are entitled to vote
 6042  as a separate voting group class on the proposed amendment.
 6043         (3) If a proposed amendment that entitles the holders of
 6044  two or more classes or series of shares to vote as separate
 6045  voting groups under this section would affect those two or more
 6046  classes or series in the same or substantially similar way, the
 6047  holders of the shares of all the classes or series so affected
 6048  must vote together as a single voting group on the proposed
 6049  amendment, unless otherwise provided in the articles of
 6050  incorporation or added as a condition by the board of directors
 6051  pursuant to s. 607.1003(3).
 6052         (4) A class or series of shares is entitled to the voting
 6053  rights granted by this section even if although the articles of
 6054  incorporation provide that the shares are nonvoting shares.
 6055         Section 122. Section 607.1005, Florida Statutes, is amended
 6056  to read:
 6057         607.1005 Amendment before issuance of shares.—If a
 6058  corporation has not yet issued shares, its board of directors,
 6059  or a majority of its incorporators if it has no or board of
 6060  directors, may adopt one or more amendments to the corporation’s
 6061  articles of incorporation.
 6062         Section 123. Section 607.1006, Florida Statutes, is amended
 6063  to read:
 6064         607.1006 Articles of amendment.—
 6065         (1) After an amendment to the A corporation amending its
 6066  articles of incorporation has been adopted and approved as
 6067  required by this chapter, the corporation shall deliver to the
 6068  department of State for filing articles of amendment which must
 6069  shall be signed executed in accordance with s. 607.0120 and
 6070  which must shall set forth:
 6071         (a)(1) The name of the corporation;
 6072         (b)(2) The text of each amendment adopted, or the
 6073  information required by s. 607.0120(11)(e), if applicable;
 6074         (c)(3) If an amendment provides for an exchange,
 6075  reclassification, or cancellation of issued shares, provisions
 6076  for implementing the amendment if not contained in the amendment
 6077  itself, which may be made dependent upon facts objectively
 6078  ascertainable outside of the articles of amendment in accordance
 6079  with s. 607.0120(11);
 6080         (d)(4) The date of each amendment’s adoption; and
 6081         (e)(5) If an amendment:
 6082         1. Was adopted by the incorporators or board of directors
 6083  without shareholder approval action, a statement that the
 6084  amendment was duly adopted by the incorporators or by the board
 6085  of directors, as the case may be, to that effect and that
 6086  shareholder approval action was not required;
 6087         2.(6) If an amendment was approvedRequired approval by the
 6088  shareholders, a statement that the number of votes cast for the
 6089  amendment by the shareholders in a manner required by this
 6090  chapter and by the articles of incorporation was sufficient for
 6091  approval and if more than one voting group was entitled to vote
 6092  on the amendment, a statement designating each voting group
 6093  entitled to vote separately on the amendment, and a statement
 6094  that the number of votes cast for the amendment by the
 6095  shareholders in each voting group was sufficient for approval by
 6096  that voting group; or
 6097         3. Is being filed pursuant to s. 607.0120(11)(e), a
 6098  statement to that effect.
 6099         (2) Articles of amendment shall take effect at the
 6100  effective date determined pursuant to s. 607.0123.
 6101         Section 124. Section 607.1007, Florida Statutes, is amended
 6102  to read:
 6103         607.1007 Restated articles of incorporation.—
 6104         (1) A corporation’s board of directors may restate its
 6105  articles of incorporation at any time with or without
 6106  shareholder approval, subject to subsection (2) action.
 6107         (2) If the restated articles The restatement may include
 6108  one or more new amendments that require to the articles. If the
 6109  restatement includes an amendment requiring shareholder
 6110  approval, the amendments it must be adopted and approved as
 6111  provided in s. 607.1003.
 6112         (3) Notwithstanding subsection (1), if the board of
 6113  directors submits a restatement for shareholder approval, and
 6114  the approval is to be given at a meeting action, the corporation
 6115  must shall notify each shareholder, whether or not entitled to
 6116  vote, of the meeting of shareholders at which the restatement is
 6117  to be submitted for approval. The notice must be given of the
 6118  proposed shareholders’ meeting in accordance with s. 607.0705
 6119  and must. The notice must also state that the purpose, or one of
 6120  the purposes, of the meeting is to consider the proposed
 6121  restatement and must contain or be accompanied by a copy of the
 6122  restatement that identifies any amendment or other change it
 6123  would make in the articles.
 6124         (4) A corporation that restates restating its articles of
 6125  incorporation shall execute and deliver to the department of
 6126  State for filing articles of restatement, that comply with the
 6127  provisions of s. 607.0120, and to the extent applicable, s.
 6128  607.0202, setting forth:
 6129         (a) The name of the corporation;
 6130         (b)and The text of the restated articles of incorporation;
 6131         (c) A statement that the restated articles consolidate all
 6132  amendments into a single document; and
 6133         (d) If one or more new amendments are included in the
 6134  restated articles, the statements required under s. 607.1006
 6135  with respect to each new amendment Together with a certificate
 6136  setting forth:
 6137         (a) Whether the restatement contains an amendment to the
 6138  articles requiring shareholder approval and, if it does not,
 6139  that the board of directors adopted the restatement; or
 6140         (b) If the restatement contains an amendment to the
 6141  articles requiring shareholder approval, the information
 6142  required by s. 607.1006.
 6143         (5) Duly adopted restated articles of incorporation
 6144  supersede the original articles of incorporation and all
 6145  amendments to the articles of incorporation them.
 6146         (6) The department of State may certify restated articles
 6147  of incorporation, as the articles of incorporation currently in
 6148  effect, without including the statements certificate information
 6149  required by subsection (4).
 6150         Section 125. Subsections (1), (2), and (3) of section
 6151  607.1008, Florida Statutes, are amended to read:
 6152         607.1008 Amendment pursuant to reorganization.—
 6153         (1) A corporation’s articles of incorporation may be
 6154  amended without action by the board of directors or shareholders
 6155  to carry out a plan of reorganization ordered or decreed by a
 6156  court of competent jurisdiction under the authority of a law of
 6157  the United States or of this state any federal or Florida
 6158  statute if the articles of incorporation after amendment contain
 6159  only provisions required or permitted by s. 607.0202.
 6160         (2) The individual or individuals designated by the court
 6161  shall deliver to the department of State for filing articles of
 6162  amendment setting forth:
 6163         (a) The name of the corporation;
 6164         (b) The text of each amendment approved by the court;
 6165         (c) The date of the court’s order or decree approving the
 6166  articles of amendment;
 6167         (d) The title of the reorganization proceeding in which the
 6168  order or decree was entered; and
 6169         (e) A statement that the court had jurisdiction of the
 6170  proceeding under a federal or Florida statute.
 6171         (3) Shareholders of a corporation undergoing reorganization
 6172  do not have appraisal dissenters’ rights except as and to the
 6173  extent provided in the reorganization plan.
 6174         Section 126. Section 607.1009, Florida Statutes, is amended
 6175  to read:
 6176         607.1009 Effect of amendment.—
 6177         (1) An amendment to articles of incorporation does not
 6178  affect a cause of action existing against or in favor of the
 6179  corporation, a proceeding to which the corporation is a party,
 6180  or the existing rights of persons other than shareholders of the
 6181  corporation. An amendment changing a corporation’s name does not
 6182  affect abate a proceeding brought by or against the corporation
 6183  in its former name.
 6184         (2) A shareholder who becomes subject to new interest
 6185  holder liability in respect of the corporation as a result of an
 6186  amendment to the articles of incorporation shall have that new
 6187  interest holder liability only in respect of interest holder
 6188  liabilities that arise after the amendment becomes effective.
 6189         (3)Except as otherwise provided in the articles of
 6190  incorporation of the corporation, the interest holder liability
 6191  of a shareholder who had interest holder liability in respect of
 6192  the corporation before the amendment becomes effective and has
 6193  new interest holder liability after the amendment becomes
 6194  effective shall be as follows:
 6195         (a) The amendment does not discharge that prior interest
 6196  holder liability with respect to any interest holder liabilities
 6197  that arose before the amendment becomes effective.
 6198         (b) The provisions of the articles of incorporation of the
 6199  corporation relating to interest holder liability as in effect
 6200  immediately prior to the amendment shall continue to apply to
 6201  the collection or discharge of any interest holder liabilities
 6202  preserved by paragraph (a), as if the amendment had not
 6203  occurred.
 6204         (c) The shareholder shall have such rights of contribution
 6205  from other persons as are provided by the articles of
 6206  incorporation relating to interest holder liability as in effect
 6207  immediately prior to the amendment with respect to any interest
 6208  holder liabilities preserved by paragraph (3)(a), as if the
 6209  amendment had not occurred.
 6210         (d) The shareholder shall not, by reason of such prior
 6211  interest holder liability, have interest holder liability with
 6212  respect to any interest holder liabilities that arise after the
 6213  amendment becomes effective.
 6214         Section 127. Subsection (1) of section 607.1020, Florida
 6215  Statutes, is amended, and subsection (3) is added to that
 6216  section, to read:
 6217         607.1020 Amendment of bylaws by board of directors or
 6218  shareholders.—
 6219         (1) A corporation’s board of directors may amend or repeal
 6220  the corporation’s bylaws unless:
 6221         (a) The articles of incorporation or this chapter act
 6222  reserves that power the power to amend the bylaws generally or a
 6223  particular bylaw provision exclusively to the shareholders in
 6224  whole or in part; or
 6225         (b) Except as provided in s. 607.0206(5), the shareholders,
 6226  in amending, or repealing, or adopting the bylaws generally or a
 6227  particular bylaw provision, provide expressly provide that the
 6228  board of directors may not amend, or repeal, adopt, or reinstate
 6229  the bylaws generally or that particular bylaw provision.
 6230         (3) A shareholder does not have a vested property right
 6231  resulting from any provision in the bylaws.
 6232         Section 128. Subsection (1) of section 607.1021, Florida
 6233  Statutes, is amended to read:
 6234         607.1021 Bylaw increasing quorum or voting requirements for
 6235  shareholders.—
 6236         (1) If authorized by the articles of incorporation, the
 6237  shareholders may adopt or amend a bylaw that fixes a greater
 6238  quorum or voting requirement for shareholders (or voting groups
 6239  of shareholders) than is required by this chapter act. The
 6240  adoption or amendment of a bylaw that adds, changes, or deletes
 6241  a greater quorum or voting requirement for shareholders must
 6242  meet the same quorum requirement and be adopted by the same vote
 6243  and voting groups required to take action under the quorum and
 6244  voting requirement then in effect or proposed to be adopted,
 6245  whichever is greater.
 6246         Section 129. Section 607.1022, Florida Statutes, is amended
 6247  to read:
 6248         607.1022 Bylaw increasing quorum or voting requirements for
 6249  directors.—
 6250         (1) A bylaw that increases a fixes a greater quorum or
 6251  voting requirement for the board of directors may be amended or
 6252  repealed:
 6253         (a) If originally adopted by the shareholders, only by the
 6254  shareholders, unless the bylaw otherwise provides; or
 6255         (b) If originally adopted by the board of directors, either
 6256  by the shareholders or by the board of directors.
 6257         (2) A bylaw adopted or amended by the shareholders that
 6258  increases a fixes a greater quorum or voting requirement for the
 6259  board of directors may provide that it may be amended or
 6260  repealed only by a specified vote of either the shareholders or
 6261  the board of directors.
 6262         (3) Action by the board of directors under subsection (1)
 6263  to amend or repeal paragraph (1)(b) to adopt or amend a bylaw
 6264  that changes the quorum or voting requirement for the board of
 6265  directors must meet the same quorum requirement and be adopted
 6266  by the same vote required to take action under the quorum and
 6267  voting requirement then in effect or proposed to be adopted,
 6268  whichever is greater.
 6269         Section 130. Section 607.1023, Florida Statutes, is created
 6270  to read:
 6271         607.1023 Bylaw provisions relating to the election of
 6272  directors.—
 6273         (1) Unless the articles of incorporation specifically
 6274  prohibit the adoption of a bylaw pursuant to this section, alter
 6275  the vote specified in s. 607.0728(1), or provide for cumulative
 6276  voting, a corporation may elect in its bylaws to be governed in
 6277  the election of directors as follows:
 6278         (a) Each vote entitled to be cast may be voted for or
 6279  against up to the number of candidates that is equal to the
 6280  number of directors to be elected, or a shareholder may indicate
 6281  an abstention, but without cumulating the votes;
 6282         (b) To be elected, a nominee must have received a plurality
 6283  of the votes cast by holders of shares entitled to vote in the
 6284  election at a meeting at which a quorum is present, provided
 6285  that a nominee who is elected but receives more votes against
 6286  than for election shall serve as a director for a term that
 6287  shall terminate on the date that is the earlier of 90 days from
 6288  the date on which the voting results are determined pursuant to
 6289  s. 607.0729(2)(e) or the date on which an individual is selected
 6290  by the board of directors to fill the office held by such
 6291  director, which selection shall be deemed to constitute the
 6292  filling of a vacancy by the board to which s. 607.0809 applies.
 6293  Subject to paragraph (c), a nominee who is elected but receives
 6294  more votes against than for election shall not serve as a
 6295  director beyond the 90-day period referenced above; and
 6296         (c) The board of directors may select any qualified
 6297  individual to fill the office held by a director who received
 6298  more votes against than for election.
 6299         (2) Subsection (1) does not apply to an election of
 6300  directors by a voting group if:
 6301         (a) At the expiration of the time fixed under a provision
 6302  requiring advance notification of director candidates; or
 6303         (b) Absent such a provision, at a time fixed by the board
 6304  of directors which is not more than 14 days before notice is
 6305  given of the meeting at which the election is to occur,
 6306  
 6307  there are more candidates for election by the voting group than
 6308  the number of directors to be elected, one or more of whom are
 6309  properly proposed by shareholders. An individual shall not be
 6310  considered a candidate for purposes of this subsection if the
 6311  board of directors determines before the notice of meeting is
 6312  given that such individual’s candidacy does not create a bona
 6313  fide election contest.
 6314         (3) A bylaw electing to be governed by this section may be
 6315  repealed:
 6316         (a) If originally adopted by the shareholders, only by the
 6317  shareholders, unless the bylaw otherwise provides; or
 6318         (b) If adopted by the board of directors, by the board of
 6319  directors or the shareholders.
 6320         Section 131. Section 607.1101, Florida Statutes, is amended
 6321  to read:
 6322         607.1101 Merger.—
 6323         (1) By complying with this chapter, including adopting a
 6324  plan of merger in accordance with subsection (3) and complying
 6325  with s. 607.1103:
 6326         (a) One or more domestic corporations may merge with one or
 6327  more domestic or foreign entities pursuant to a plan of merger,
 6328  resulting in a survivor; and
 6329         (b) Any two or more entities, each of which is either a
 6330  domestic eligible entity or a foreign eligible entity, may
 6331  merge, resulting in a survivor that is a domestic corporation
 6332  created in the merger into another corporation if the board of
 6333  directors of each corporation adopts and its shareholders (if
 6334  required by s. 607.1103) approve a plan of merger.
 6335         (2) A domestic eligible entity that is not a corporation
 6336  may be a party to a merger with a domestic corporation, or may
 6337  be created as the survivor in a merger in which a domestic
 6338  corporation is a party, but only if the parties to the merger
 6339  comply with the applicable provisions of this chapter and the
 6340  merger is permitted by the organic law of the domestic eligible
 6341  entity that is not a corporation. A foreign eligible entity may
 6342  be a party to a merger with a domestic corporation, or may be
 6343  created as the survivor in a merger in which a domestic
 6344  corporation is a party, but only if the parties to the merger
 6345  comply with the applicable provisions of this chapter and the
 6346  merger is permitted by the organic law of the foreign eligible
 6347  entity.
 6348         (3) The plan of merger must shall set forth:
 6349         (a) As to each party to the merger, its name, jurisdiction
 6350  of formation, and type of entity;
 6351         (b) The survivor’s name, jurisdiction of formation, and
 6352  type of entity, and, if the survivor is to be created in the
 6353  merger, a statement to that effect The name of each corporation
 6354  planning to merge and the name of the surviving corporation into
 6355  which each other corporation plans to merge, which is
 6356  hereinafter designated as the surviving corporation;
 6357         (c)(b) The terms and conditions of the proposed merger; and
 6358         (d)(c) The manner and basis of converting:
 6359         1. The shares of each domestic or foreign corporation and
 6360  the eligible interests of each merging domestic or foreign
 6361  eligible entity into:
 6362         a. Shares or other securities.
 6363         b. Eligible interests.
 6364         c. Obligations.
 6365         d. Rights to acquire shares, other securities, or eligible
 6366  interests.
 6367         e. Cash.
 6368         f. Other property.
 6369         g. Any combination of the foregoing; and
 6370         2. Rights to acquire shares of each merging domestic or
 6371  foreign corporation and rights to acquire eligible interests of
 6372  each merging domestic or foreign eligible entity into:
 6373         a. Shares or other securities.
 6374         b. Eligible interests.
 6375         c. Obligations.
 6376         d. Rights to acquire shares, other securities, or eligible
 6377  interests.
 6378         e. Cash.
 6379         f. Other property.
 6380         g. Any combination of the foregoing;
 6381         (e) The articles of incorporation of any domestic or
 6382  foreign corporation, or the public organic record of any other
 6383  domestic or foreign eligible entity to be created by the merger,
 6384  or if a new domestic or foreign corporation or other eligible
 6385  entity is not to be created by the merger, any amendments to, or
 6386  restatements of, the survivor’s articles of incorporation or
 6387  other public organic record;
 6388         (f) The effective date and time of the merger, which may be
 6389  on or after the filing date of the articles of merger; and
 6390         (g) Any other provisions required by the laws under which
 6391  any party to the merger is organized or by which it is governed,
 6392  or by the articles of incorporation or organic rules of any such
 6393  party corporation into shares, obligations, or other securities
 6394  of the surviving corporation or any other corporation or, in
 6395  whole or in part, into cash or other property and the manner and
 6396  basis of converting rights to acquire shares of each corporation
 6397  into rights to acquire shares, obligations, or other securities
 6398  of the surviving or any other corporation or, in whole or in
 6399  part, into cash or other property.
 6400         (4)(3)In addition to the requirements of subsection (3), a
 6401  The plan of merger may contain any other provision that is not
 6402  prohibited by law set forth:
 6403         (a) Amendments to, or a restatement of, the articles of
 6404  incorporation of the surviving corporation;
 6405         (b) The effective date of the merger, which may be on or
 6406  after the date of filing the certificate; and
 6407         (c) Other provisions relating to the merger.
 6408         (5) Terms of a plan of merger may be made dependent on
 6409  facts objectively ascertainable outside the plan in accordance
 6410  with s. 607.0120(11).
 6411         (6) A plan of merger may be amended only with the consent
 6412  of each party to the merger, except as provided in the plan. A
 6413  domestic party to a merger may approve an amendment to a plan:
 6414         (a) In the same manner as the plan was approved, if the
 6415  plan does not provide for the manner in which it may be amended;
 6416  or
 6417         (b) In the manner provided in the plan, except that
 6418  shareholders, members, or interest holders that were entitled to
 6419  vote on or consent to the approval of the plan are entitled to
 6420  vote on or consent to any amendment to the plan that will
 6421  change:
 6422         1.The amount or kind of shares or other securities,
 6423  eligible interests, obligations, rights to acquire shares, other
 6424  securities, or eligible interests, cash, other property, or any
 6425  combination of the foregoing, to be received under the plan by
 6426  the shareholders, holders of rights to acquire shares, other
 6427  securities, or eligible interests, members, or interest holders
 6428  of any party to the merger;
 6429         2. The articles of incorporation of any domestic
 6430  corporation, or the organic rules of any other type of entity,
 6431  that will be the survivor of the merger, except for changes
 6432  permitted by s. 607.1002 or by comparable provisions of the
 6433  organic law of any other type of entity; or
 6434         3. Any of the other terms or conditions of the plan if the
 6435  change would adversely affect such shareholders, members, or
 6436  interest holders in any material respect.
 6437         (7) The redomestication of a foreign insurer to this state
 6438  under s. 628.520 shall be deemed a merger of a foreign
 6439  corporation and a domestic corporation, and the surviving
 6440  corporation shall be deemed to be a domestic corporation
 6441  incorporated under the laws of this state. The redomestication
 6442  of a Florida corporation to a foreign jurisdiction under s.
 6443  628.525 shall be deemed a merger of a domestic corporation and a
 6444  foreign corporation, and the surviving corporation shall be
 6445  deemed to be a foreign corporation.
 6446         Section 132. Section 607.1102, Florida Statutes, is amended
 6447  to read:
 6448         607.1102 Share exchange.—
 6449         (1) By complying with this chapter, including adopting a
 6450  plan of share exchange in accordance with subsection (3) and
 6451  complying with s. 607.1103:
 6452         (a) A domestic corporation may acquire all of the shares or
 6453  rights to acquire shares of one or more classes or series of
 6454  shares or rights to acquire shares of another domestic or
 6455  foreign corporation, or all of the eligible interests of one or
 6456  more classes or series of interests of a domestic or foreign
 6457  eligible entity, pursuant to a plan of share exchange, in
 6458  exchange for:
 6459         1. Shares or other securities.
 6460         2. Eligible interests.
 6461         3. Obligations.
 6462         4. Rights to acquire shares, other securities, or eligible
 6463  interests.
 6464         5. Cash.
 6465         6. Other property.
 6466         7. Any combination of the foregoing; or
 6467         (b)All of the shares of one or more classes or series of
 6468  shares or rights to acquire shares of a domestic corporation may
 6469  be acquired by another domestic or foreign eligible entity,
 6470  pursuant to a plan of share exchange, in exchange for:
 6471         1. Shares or other securities.
 6472         2. Eligible interests.
 6473         3. Obligations.
 6474         4. Rights to acquire shares, other securities, or eligible
 6475  interests.
 6476         5. Cash.
 6477         6. Other property.
 6478         7. Any combination of the foregoing.
 6479         (2) A foreign eligible entity may be the acquired eligible
 6480  entity in a share exchange only if the share exchange is
 6481  permitted by the organic law of that eligible entity A
 6482  corporation may acquire all of the outstanding shares of one or
 6483  more classes or series of another corporation if the board of
 6484  directors of each corporation adopts and its shareholders (if
 6485  required by s. 607.1103) approve a plan of share exchange.
 6486         (3)(2) The plan of share exchange must shall set forth:
 6487         (a) The name of each domestic or foreign eligible entity
 6488  the corporation the shares or eligible interests of which will
 6489  be acquired and the name of the domestic or foreign corporation
 6490  or eligible entity that will acquire those shares or eligible
 6491  interests acquiring corporation;
 6492         (b) The terms and conditions of the share exchange;
 6493         (c) The manner and basis of exchanging:
 6494         1. The shares of each domestic or foreign corporation, and
 6495  the eligible interests of each domestic or foreign eligible
 6496  entity, the shares or eligible interests that are to be acquired
 6497  in the share exchange, into shares or other securities, eligible
 6498  interests, obligations, rights to acquire shares, other
 6499  securities, or eligible interests, cash, other property, or any
 6500  combination of the foregoing; and
 6501         2. Rights to acquire shares of each domestic or foreign
 6502  corporation and rights to acquire eligible interests of each
 6503  domestic or foreign eligible entity, that are to be acquired in
 6504  the share exchange, into shares or other securities, eligible
 6505  interests, obligations, rights to acquire shares, other
 6506  securities, or eligible interests, cash, other property, or any
 6507  combination of the foregoing; and
 6508         (d) Any other provisions required by the organic law
 6509  governing the acquired eligible entity or its articles of
 6510  incorporation or organic rules the shares to be acquired for
 6511  shares, obligations, or other securities of the acquiring or any
 6512  other corporation or, in whole or in part, for cash or other
 6513  property, and the manner and basis of exchanging rights to
 6514  acquire shares of the corporation to be acquired for rights to
 6515  acquire shares, obligations, or, in whole or in part, other
 6516  securities of the acquiring or any other corporation or, in
 6517  whole or in part, for cash or other property.
 6518         (4)(3)In addition to the requirements of subsection (3),
 6519  the plan of share exchange may contain any other provisions that
 6520  are not prohibited by law set forth other provisions relating to
 6521  the exchange.
 6522         (5) Terms of a plan of share exchange may be made dependent
 6523  on facts objectively ascertainable outside the plan in
 6524  accordance with s. 607.0120(11).
 6525         (6) A plan of share exchange may be amended only with the
 6526  consent of each party to the share exchange, except as provided
 6527  in the plan. A domestic eligible entity may approve an amendment
 6528  to a plan:
 6529         (a) In the same manner as the plan was approved, if the
 6530  plan does not provide for the manner in which it may be amended;
 6531  or
 6532         (b) In the manner provided in the plan, except that
 6533  shareholders, members, or interest holders that were entitled to
 6534  vote on or consent to approval of the plan are entitled to vote
 6535  on or consent to any amendment of the plan that will change:
 6536         1. The amount or kind of shares or other securities,
 6537  eligible interests, obligations, rights to acquire shares, other
 6538  securities, or eligible interests, cash, or other property to be
 6539  received under the plan by the shareholders, members, or
 6540  interest holders of the acquired eligible entity; or
 6541         2. Any of the other terms or conditions of the plan if the
 6542  change would adversely affect such shareholders, members, or
 6543  interest holders in any material respect.
 6544         (7)(4) This section does not limit the power of a
 6545  corporation to acquire all or part of the shares of one or more
 6546  classes or series of another corporation or eligible interests
 6547  of any other eligible entity through a voluntary exchange or
 6548  otherwise.
 6549         Section 133. Section 607.1103, Florida Statutes, is amended
 6550  to read:
 6551         607.1103 Action on a plan of merger or share exchange.—In
 6552  the case of a domestic corporation that is a party to a merger
 6553  or the acquired eligible entity in a share exchange, the plan of
 6554  merger or the plan of share exchange must be adopted in the
 6555  following manner:
 6556         (1) The After adopting a plan of merger or the plan of
 6557  share exchange shall first be adopted by, the board of directors
 6558  of such domestic corporation each corporation party to the
 6559  merger, and the board of directors of the corporation the shares
 6560  of which will be acquired in the share exchange, shall submit
 6561  the plan of merger (except as provided in subsection (7)) or the
 6562  plan of share exchange for approval by its shareholders.
 6563         (2)(a) Except as provided in subsections (8), (10), and
 6564  (11), and in ss. 607.11035 and 607.1104, the plan of merger or
 6565  the plan of share exchange shall then be adopted by the
 6566  shareholders.
 6567         (b) In submitting the plan of merger or the plan of share
 6568  exchange to the shareholders for approval, the board of
 6569  directors shall recommend that the shareholders approve the
 6570  plan, or in the case of an offer referred to in s.
 6571  607.11035(1)(b), that the shareholders tender their shares to
 6572  the offeror in response to the offer, unless:
 6573         1. The board of directors makes a determination that
 6574  because of conflicts of interest or other special circumstances,
 6575  it should not make such a recommendation; or
 6576         2. Section 607.0826 applies.
 6577         (c) If either subparagraph (b)1. or subparagraph (b)2.
 6578  applies, the board shall inform the shareholders of the basis
 6579  for its so proceeding without such recommendation For a plan of
 6580  merger or share exchange to be approved:
 6581         (a) The board of directors must recommend the plan of
 6582  merger or share exchange to the shareholders, unless the board
 6583  of directors determines that it should make no recommendation
 6584  because of conflict of interest or other special circumstances
 6585  and communicates the basis for its determination to the
 6586  shareholders with the plan; and
 6587         (b) The shareholders entitled to vote must approve the plan
 6588  as provided in subsection (5).
 6589         (3) The board of directors may set conditions for the
 6590  approval condition its submission of the proposed merger or
 6591  share exchange by the shareholders or the effectiveness of the
 6592  plan of merger or the plan of share exchange on any basis.
 6593         (4) If the plan of merger or the plan of share exchange is
 6594  required to be approved by the shareholders, and if the approval
 6595  is to be given at a meeting, the corporation shall notify each
 6596  shareholder, regardless of whether entitled to vote, of the
 6597  meeting of shareholders at which the plan is submitted for
 6598  approval The corporation the shareholders of which are entitled
 6599  to vote on the matter shall notify each shareholder, whether or
 6600  not entitled to vote, of the proposed shareholders’ meeting in
 6601  accordance with s. 607.0705. The notice shall also state that
 6602  the purpose, or one of the purposes, of the meeting is to
 6603  consider the plan of merger or the plan of share exchange,
 6604  regardless of whether or not the meeting is an annual or a
 6605  special meeting, and contain or be accompanied by a copy or
 6606  summary of the plan. If the corporation is to be merged into an
 6607  existing foreign or domestic eligible entity, the notice must
 6608  also include or be accompanied by a copy of the articles of
 6609  incorporation and bylaws or the organic rules of that eligible
 6610  entity into which the corporation is to be merged. If the
 6611  corporation is to be merged with a domestic or foreign eligible
 6612  entity and a new domestic or foreign eligible entity is to be
 6613  created pursuant to the merger, the notice must include or be
 6614  accompanied by a copy of the articles of incorporation and
 6615  bylaws or the organic rules of the new eligible entity.
 6616  Furthermore, if applicable, the notice shall contain a clear and
 6617  concise statement that, if the plan of merger or share exchange
 6618  is effected, shareholders dissenting therefrom may be entitled,
 6619  if they comply with the provisions of this chapter act regarding
 6620  appraisal rights, to be paid the fair value of their shares, and
 6621  shall be accompanied by a copy of ss. 607.1301-607.1340 ss.
 6622  607.1301-607.1333.
 6623         (5) Unless this chapter act, the articles of incorporation,
 6624  or the board of directors (acting pursuant to subsection (3))
 6625  requires a greater vote or a greater quorum in the respective
 6626  case, approval of vote by classes, the plan of merger or the
 6627  plan of share exchange shall require the approval of the
 6628  shareholders at a meeting at which a quorum exists by a majority
 6629  of the votes entitled to be cast on the plan, and, if any class
 6630  or series of shares is entitled to vote as a separate group on
 6631  the plan of merger or the plan of share exchange, the approval
 6632  of each such separate voting group at a meeting at which a
 6633  quorum of the voting group is present by a majority of the votes
 6634  entitled to be cast on the merger or share exchange by that
 6635  voting group to be authorized shall be approved by each class
 6636  entitled to vote on the plan by a majority of all the votes
 6637  entitled to be cast on the plan by that class.
 6638         (6)(a) Subject to subsection (7), voting by a class or
 6639  series as a separate voting group is required:
 6640         1.(a)By each class or series of shares of the corporation
 6641  that would be entitled to vote as a separate group on any
 6642  provision in the plan which, if such provision had been On a
 6643  plan of merger if the plan contains a provision which, if
 6644  contained in a proposed amendment to the articles of
 6645  incorporation of a surviving corporation, would have entitled,
 6646  would entitle the class or series to vote as a separate voting
 6647  group on the proposed amendment under s. 607.1004; or
 6648         2.If the plan contains a provision that would allow the
 6649  plan to be amended to include the type of amendment to the
 6650  articles of incorporation referenced in subparagraph 1., by each
 6651  class or series of shares of the corporation that would have
 6652  been entitled to vote as a separate group on any such amendment
 6653  to the articles of incorporation; or
 6654         3. By each class or series of shares of the corporation
 6655  that is to be converted under the plan of merger into shares,
 6656  other securities, eligible interests, obligations, rights to
 6657  acquire shares, other securities, or eligible interests, cash,
 6658  property, or any combination of the foregoing; or
 6659         4. If the plan contains a provision that would allow the
 6660  plan to be amended to convert other classes or series of shares
 6661  of the corporation, by each class or series of shares of the
 6662  corporation that would have been entitled to vote as a separate
 6663  group if the plan were to be so amended.
 6664         (b) Subject to subsection (7), voting by a class or series
 6665  as a separate voting group is required on a plan of share
 6666  exchange:
 6667         1. By each class or series that is to be exchanged in the
 6668  exchange, with each class or series constituting a separate
 6669  voting group; or
 6670         2. If the plan contains a provision that would allow the
 6671  plan to be amended to include the type of amendment to the
 6672  articles of incorporation referenced in subparagraph (a)1., by
 6673  each class or series of shares of the corporation that would
 6674  have been entitled to vote as a separate group on any such
 6675  amendment to the articles of incorporation.
 6676         (c) Subject to subsection (7), voting by a class or series
 6677  as a separate voting group is required on a plan of merger or a
 6678  plan of share exchange if the group is entitled under the
 6679  articles of incorporation to vote as a voting group to approve
 6680  the plan of merger or the plan of share exchange, respectively.
 6681         (7) The articles of incorporation may expressly limit or
 6682  eliminate the separate voting rights provided in subparagraphs
 6683  (6)(a)3. or 4. or subparagraph (6)(b)1. as to any class or
 6684  series of shares, except when the plan of merger or the plan for
 6685  share exchange:
 6686         (a) Includes what is or would be, in effect, an amendment
 6687  subject to any one or more of subparagraphs (6)(a)1. and 2. and
 6688  subparagraph (6)(b)2.; and
 6689         (b) Will not affect a substantive business combination if
 6690  the shares of such class or series of shares are to be converted
 6691  or exchanged under such plan or if the plan contains any
 6692  provisions which, if contained in a proposed amendment to
 6693  articles of incorporation, would entitle the class or series to
 6694  vote as a separate voting group on the proposed amendment under
 6695  s. 607.1004.
 6696         (8)(7)Unless the corporation’s articles of incorporation
 6697  provide otherwise, approval by the corporation’s shareholders of
 6698  Notwithstanding the requirements of this section, unless
 6699  required by its articles of incorporation, action by the
 6700  shareholders of the surviving corporation on a plan of merger is
 6701  not required if:
 6702         (a) The corporation will survive the merger;
 6703         (b)(a) The articles of incorporation of the surviving
 6704  corporation will not differ (except for amendments enumerated in
 6705  s. 607.1002) from its articles of incorporation before the
 6706  merger; and
 6707         (c)(b) Each shareholder of the surviving corporation whose
 6708  shares were outstanding immediately prior to the effective date
 6709  of the merger will hold the same number of shares, with
 6710  identical designations, preferences, rights, and limitations,
 6711  and relative rights, immediately after the effective date of the
 6712  merger.
 6713         (8) Any plan of merger or share exchange may authorize the
 6714  board of directors of each corporation party to the merger or
 6715  share exchange to amend the plan at any time prior to the filing
 6716  of the articles of merger or share exchange. An amendment made
 6717  subsequent to the approval of the plan by the shareholders of
 6718  any corporation party to the merger or share exchange may not:
 6719         (a) Change the amount or kind of shares, securities, cash,
 6720  property, or rights to be received in exchange for or on
 6721  conversion of any or all of the shares of any class or series of
 6722  such corporation;
 6723         (b) Change any other terms and conditions of the plan if
 6724  such change would materially and adversely affect such
 6725  corporation or the holders of the shares of any class or series
 6726  of such corporation; or
 6727         (c) Except as specified in s. 607.1002 or without the vote
 6728  of shareholders entitled to vote on the matter, change any term
 6729  of the articles of incorporation of any corporation the
 6730  shareholders of which must approve the plan of merger or share
 6731  exchange.
 6732  
 6733  If articles of merger or share exchange already have been filed
 6734  with the Department of State, amended articles of merger or
 6735  share exchange shall be filed with the Department of State prior
 6736  to the effective date of the merger or share exchange.
 6737         (9) If as a result of a merger or share exchange one or
 6738  more shareholders of a domestic corporation would become subject
 6739  to new interest holder liability, approval of the plan of merger
 6740  or the plan of share exchange shall require, in connection with
 6741  the transaction, the signing by each such shareholder of a
 6742  separate written consent to become subject to such new interest
 6743  holder liability, unless in the case of a shareholder that
 6744  already has interest holder liability with respect to such
 6745  domestic corporation:
 6746         (a) The new interest holder liability is with respect to a
 6747  domestic or foreign corporation (which may be a different or the
 6748  same domestic corporation in which the person is a shareholder);
 6749  and
 6750         (b) The terms and conditions of the new interest holder
 6751  liability are substantially identical to those of the existing
 6752  interest holder liability (other than for changes that reduce or
 6753  eliminate such interest holder liability).
 6754         (10) Unless the articles of incorporation otherwise
 6755  provide, approval of a plan of share exchange by the
 6756  shareholders of a domestic corporation is not required if the
 6757  corporation is the acquiring eligible entity in the share
 6758  exchange.
 6759         (11) Unless the articles of incorporation otherwise
 6760  provide, shares in the acquired eligible entity not to be
 6761  exchanged under the plan of share exchange are not entitled to
 6762  vote on the plan Unless a plan of merger or share exchange
 6763  prohibits abandonment of the merger or share exchange without
 6764  shareholder approval after a merger or share exchange has been
 6765  authorized, the planned merger or share exchange may be
 6766  abandoned (subject to any contractual rights) at any time prior
 6767  to the filing of articles of merger or share exchange by any
 6768  corporation party to the merger or share exchange, without
 6769  further shareholder action, in accordance with the procedure set
 6770  forth in the plan of merger or share exchange or, if none is set
 6771  forth, in the manner determined by the board of directors of
 6772  such corporation.
 6773         Section 134. Section 607.11035, Florida Statutes, is
 6774  created to read:
 6775         607.11035 Shareholder approval of a merger or share
 6776  exchange in connection with a tender offer.—
 6777         (1) Unless the articles of incorporation otherwise provide,
 6778  shareholder approval of a plan of merger or a plan of share
 6779  exchange under s. 607.1103(1)(b) is not required if:
 6780         (a) The plan of merger or share exchange expressly:
 6781         1. Permits or requires the merger or share exchange to be
 6782  effected under this section; and
 6783         2. Provides that, if the merger or share exchange is to be
 6784  effected under this section, the merger or share exchange will
 6785  be effected as soon as practicable following the satisfaction of
 6786  the requirement in paragraph (f);
 6787         (b) Another party to the merger, the acquiring eligible
 6788  entity in the share exchange, or a parent of another party to
 6789  the merger or the parent of the acquiring eligible entity in the
 6790  share exchange, makes an offer to purchase, on the terms
 6791  provided in the plan of merger or the plan of share exchange,
 6792  any and all of the outstanding shares of the corporation that,
 6793  absent this section, would be entitled to vote on the plan of
 6794  merger or the plan of share exchange, except that the offer may
 6795  exclude shares of the corporation that are owned at the
 6796  commencement of the offer by the corporation, the offeror, or
 6797  any parent of the offeror, or by any wholly owned subsidiary of
 6798  any of the foregoing;
 6799         (c) The offer discloses that the plan of merger or the plan
 6800  of share exchange provides that the merger or share exchange
 6801  will be effected as soon as practicable following the
 6802  satisfaction of the requirement in paragraph (f) and that the
 6803  shares of the corporation that are not tendered in response to
 6804  the offer will be treated pursuant to paragraph (h);
 6805         (d) The offer remains open for at least 10 days;
 6806         (e) The offeror purchases all shares properly tendered in
 6807  response to the offer and not properly withdrawn;
 6808         (f) The shares listed below are collectively entitled to
 6809  cast at least the minimum number of votes on the merger or share
 6810  exchange that, absent this section, would be required by this
 6811  chapter and by the articles of incorporation for the approval of
 6812  the merger or share exchange by the shareholders and by each
 6813  other voting group entitled to vote on the merger or share
 6814  exchange at a meeting at which all shares entitled to vote on
 6815  the approval were present and voted:
 6816         1. Shares purchased by the offeror in accordance with the
 6817  offer;
 6818         2. Shares otherwise owned by the offeror or by any parent
 6819  of the offeror or any wholly owned subsidiary of any of the
 6820  foregoing; and
 6821         3. Shares subject to an agreement that they are to be
 6822  transferred, contributed, or delivered to the offeror, any
 6823  parent of the offeror, or any wholly owned subsidiary of any of
 6824  the foregoing in exchange for shares or eligible interests in
 6825  such offeror, parent, or subsidiary;
 6826         (g) The offeror or a wholly owned subsidiary of the offeror
 6827  merges with or into, or effects a share exchange in which it
 6828  acquires shares of, the corporation; and
 6829         (h) Each outstanding share of each class or series of
 6830  shares of the corporation that the offeror is offering to
 6831  purchase in accordance with the offer, and that is not purchased
 6832  in accordance with the offer, is to be converted in the merger
 6833  into, or into the right to receive, or is to be exchanged in the
 6834  share exchange for, or for the right to receive, the same amount
 6835  and kind of securities, eligible interests, obligations, rights,
 6836  cash, or other property to be paid or exchanged in accordance
 6837  with the offer for each share of that class or series of shares
 6838  that is tendered in response to the offer, except that shares of
 6839  the corporation that are owned by the corporation or that are
 6840  described in subparagraphs (f)2. or 3. need not be converted
 6841  into or exchanged for the consideration described in this
 6842  paragraph.
 6843         (2) As used in this section, the term:
 6844         (a) “Offer” means the offer referred to in paragraph
 6845  (1)(b).
 6846         (b) “Offeror” means the person making the offer.
 6847         (c) “Parent” of an eligible entity means a person that
 6848  owns, directly or indirectly through one or more wholly owned
 6849  subsidiaries, all of the outstanding shares of or eligible
 6850  interests in that eligible entity.
 6851         (d) Shares tendered in response to the offer shall be
 6852  deemed to have been “purchased” in accordance with the terms of
 6853  the offer at the earliest time as of which:
 6854         1. The offeror has irrevocably accepted those shares for
 6855  payment; and
 6856         2. In the case of shares represented by certificates, the
 6857  offeror, or the offeror’s designated depository or other agent,
 6858  has physically received the certificates representing those
 6859  shares, or, in the case of shares without certificates, those
 6860  shares have been transferred into the account of the offeror or
 6861  its designated depository or other agent, or an agent’s message
 6862  relating to those shares has been received by the offeror or its
 6863  designated depository or other agent.
 6864         (e) “Wholly owned subsidiary” of a person means an eligible
 6865  entity of or in which a person owns, directly or indirectly, all
 6866  of the outstanding shares or eligible interests.
 6867         Section 135. Section 607.1104, Florida Statutes, is amended
 6868  to read:
 6869         607.1104 Merger between parent and subsidiary or between
 6870  subsidiaries of subsidiary corporation.—
 6871         (1)(a) A domestic or foreign parent eligible entity that
 6872  owns shares of a domestic corporation which carry corporation
 6873  owning at least 80 percent of the voting power outstanding
 6874  shares of each class and series of the outstanding shares of the
 6875  a subsidiary corporation may:
 6876         1. Merge the subsidiary into itself, if it is a domestic or
 6877  foreign eligible entity, or into another domestic or foreign
 6878  eligible entity in which the parent eligible entity owns at
 6879  least 80 percent of the voting power of each class and series of
 6880  the outstanding shares or eligible interests that have voting
 6881  power; or
 6882         2.may Merge itself, if it is a domestic or foreign
 6883  eligible entity, into such the subsidiary.
 6884         (b)Mergers under subparagraphs (a)1. and (a)2. do not
 6885  require the approval of the board of directors or shareholders
 6886  of the subsidiary unless the articles of incorporation or
 6887  organic rules of the parent eligible entity or the articles of
 6888  incorporation of the subsidiary otherwise provide. Section
 6889  607.1103(9) applies to a merger under this section. The articles
 6890  of merger relating to a merger under this section do not need to
 6891  be signed by the subsidiary, or may merge the subsidiary into
 6892  and with another subsidiary in which the parent corporation owns
 6893  at least 80 percent of the outstanding shares of each class of
 6894  the subsidiary without the approval of the shareholders of the
 6895  parent or subsidiary. In a merger of a parent corporation into
 6896  its subsidiary corporation, the approval of the shareholders of
 6897  the parent corporation shall be required if the articles of
 6898  incorporation of the surviving corporation will differ, except
 6899  for amendments enumerated in s. 607.1002, from the articles of
 6900  incorporation of the parent corporation before the merger, and
 6901  the required vote shall be the greater of the vote required to
 6902  approve the merger and the vote required to adopt each change to
 6903  the articles of incorporation as if each change had been
 6904  presented as an amendment to the articles of incorporation of
 6905  the parent corporation.
 6906         (b) The board of directors of the parent shall adopt a plan
 6907  of merger that sets forth:
 6908         1. The names of the parent and subsidiary corporations;
 6909         2. The manner and basis of converting the shares of the
 6910  subsidiary or parent into shares, obligations, or other
 6911  securities of the parent or any other corporation or, in whole
 6912  or in part, into cash or other property, and the manner and
 6913  basis of converting rights to acquire shares of each corporation
 6914  into rights to acquire shares, obligations, and other securities
 6915  of the surviving or any other corporation or, in whole or in
 6916  part, into cash or other property;
 6917         3. If the merger is between the parent and a subsidiary
 6918  corporation and the parent is not the surviving corporation, a
 6919  provision for the pro rata issuance of shares of the subsidiary
 6920  to the holders of the shares of the parent corporation upon
 6921  surrender of any certificates therefor; and
 6922         4. A clear and concise statement that shareholders of the
 6923  subsidiary who, except for the applicability of this section,
 6924  would be entitled to vote and who dissent from the merger
 6925  pursuant to s. 607.1321, may be entitled, if they comply with
 6926  the provisions of this act regarding appraisal rights, to be
 6927  paid the fair value of their shares.
 6928         (2) The parent shall, within 10 days after the effective
 6929  date of a merger approved under subsection (1), notify each of
 6930  the subsidiary’s shareholders that the merger has become
 6931  effective mail a copy or summary of the plan of merger to each
 6932  shareholder of the subsidiary who does not waive the mailing
 6933  requirement in writing.
 6934         (3) Except as provided for in subsections (1) and (2), a
 6935  merger between a parent eligible entity and a domestic
 6936  subsidiary corporation shall be governed by the provisions of
 6937  ss. 607.1101-607.1107 that are applicable to mergers generally
 6938  The parent may not deliver articles of merger to the Department
 6939  of State for filing until at least 30 days after the date it
 6940  mailed a copy of the plan of merger to each shareholder of the
 6941  subsidiary who did not waive the mailing requirement, or, if
 6942  earlier, upon the waiver thereof by the holders of all of the
 6943  outstanding shares of the subsidiary.
 6944         (4) Articles of merger under this section may not contain
 6945  amendments to the articles of incorporation of the parent
 6946  corporation (except for amendments enumerated in s. 607.1002).
 6947         (5) Two or more subsidiaries may be merged into the parent
 6948  pursuant to this section.
 6949         Section 136. Subsections (1) and (3) of section 607.11045,
 6950  Florida Statutes, are amended to read:
 6951         607.11045 Holding company formation by merger by certain
 6952  corporations.—
 6953         (1) This section applies only to a corporation that has
 6954  shares registered pursuant to s. 12 of the Securities Exchange
 6955  Act of 1934 of any class or series which are either registered
 6956  on a national securities exchange or designated as a national
 6957  market system security on an interdealer quotation system by the
 6958  National Association of Securities Dealers, Inc., or held of
 6959  record by not fewer than 2,000 shareholders.
 6960         (3) Notwithstanding the requirements of s. 607.1103, unless
 6961  expressly required by its articles of incorporation, no vote of
 6962  shareholders of a corporation is necessary to authorize a merger
 6963  of the corporation with or into a wholly owned subsidiary of
 6964  such corporation if:
 6965         (a) Such corporation and wholly owned subsidiary are the
 6966  only constituent corporations to the merger;
 6967         (b) Each share or fraction of a share of the constituent
 6968  corporation whose shares are being converted pursuant to the
 6969  merger which are outstanding immediately prior to the effective
 6970  date of the merger is converted in the merger into a share or
 6971  equal fraction of share of a holding company having the same
 6972  designations, rights, powers and preferences, and
 6973  qualifications, limitations and restrictions thereof as the
 6974  share of the constituent corporation being converted in the
 6975  merger;
 6976         (c) The holding company and each of the constituent
 6977  corporations to the merger are domestic corporations;
 6978         (d) The articles of incorporation and bylaws of the holding
 6979  company immediately following the effective date of the merger
 6980  contain provisions identical to the articles of incorporation
 6981  and bylaws of the constituent corporation whose shares are being
 6982  converted pursuant to the merger immediately prior to the
 6983  effective date of the merger, except provisions regarding the
 6984  incorporators, the corporate name, the registered office and
 6985  agent, the initial board of directors, the initial subscribers
 6986  for shares and matters solely of historical significance, and
 6987  such provisions contained in any amendment to the articles of
 6988  incorporation as were necessary to effect a change, exchange,
 6989  reclassification, or cancellation of shares, if such change,
 6990  exchange, reclassification, or cancellation has become
 6991  effective;
 6992         (e) As a result of the merger, the constituent corporation
 6993  whose shares are being converted pursuant to the merger or its
 6994  successor corporation becomes or remains a direct or indirect
 6995  wholly owned subsidiary of the holding company;
 6996         (f) The directors of the constituent corporation become or
 6997  remain the directors of the holding company upon the effective
 6998  date of the merger;
 6999         (g) The articles of incorporation of the surviving
 7000  corporation immediately following the effective date of the
 7001  merger are identical to the articles of incorporation of the
 7002  constituent corporation whose shares are being converted
 7003  pursuant to the merger immediately prior to the effective date
 7004  of the merger, except provisions regarding the incorporators,
 7005  the corporate name, the registered office and agent, the initial
 7006  board of directors, the initial subscribers for shares and
 7007  matters solely of historical significance, and such provisions
 7008  contained in any amendment to the articles of incorporation as
 7009  were necessary to effect a change, exchange, reclassification,
 7010  or cancellation of shares, if such change, exchange,
 7011  reclassification, or cancellation has become effective. The
 7012  articles of incorporation of the surviving corporation must be
 7013  amended in the merger to contain a provision requiring, by
 7014  specific reference to this section, that any act or transaction
 7015  by or involving the surviving corporation, other than the
 7016  election or removal of directors, which requires for its
 7017  adoption under this chapter act or its articles of incorporation
 7018  the approval of the shareholders of the surviving corporation
 7019  also be approved by the shareholders of the holding company, or
 7020  any successor by merger, by the same vote as is required by this
 7021  chapter act or the articles of incorporation of the surviving
 7022  corporation. The articles of incorporation of the surviving
 7023  corporation may be amended in the merger to reduce the number of
 7024  classes and shares which the surviving corporation is authorized
 7025  to issue;
 7026         (h) The board of directors of the constituent corporation
 7027  determines that the shareholders of the constituent corporation
 7028  will not recognize gain or loss for United States federal income
 7029  tax purposes; and
 7030         (i) The board of directors of such corporation adopts a
 7031  plan of merger that sets forth:
 7032         1. The names of the constituent corporations;
 7033         2. The manner and basis of converting the shares of the
 7034  corporation into shares of the holding company and the manner
 7035  and basis of converting rights to acquire shares of such
 7036  corporation into rights to acquire shares of the holding
 7037  company; and
 7038         3. A provision for the pro rata issuance of shares of the
 7039  holding company to the holders of shares of the corporation upon
 7040  surrender of any certificates therefor.
 7041         Section 137. Section 607.1105, Florida Statutes, is amended
 7042  to read:
 7043         607.1105 Articles of merger or share exchange.—
 7044         (1) After a plan of merger has been adopted and approved as
 7045  required by this chapter or, if the merger is being effected
 7046  under s. 607.1101(1)(b), the merger has been approved as
 7047  required by the organic law governing the parties to the merger,
 7048  the articles of merger must be signed by each party to the
 7049  merger, except as provided in s. 607.1104(1). The articles must
 7050  or share exchange is approved by the shareholders, or adopted by
 7051  the board of directors if shareholder approval is not required,
 7052  the surviving or acquiring corporation shall deliver to the
 7053  Department of State for filing articles of merger or share
 7054  exchange which shall be executed by each corporation as required
 7055  by s. 607.0120 and which shall set forth:
 7056         (a) The name, jurisdiction of formation, and type of entity
 7057  of each party of the merger;
 7058         (b) If not already identified as the survivor pursuant to
 7059  paragraph (a), the name, jurisdiction of formation, and type of
 7060  entity of the survivor;
 7061         (c) If the survivor of the merger is a domestic corporation
 7062  and its articles of incorporation are being amended, or if a new
 7063  domestic corporation is being created as a result of the merger:
 7064         1. The amendments to the survivor’s articles of
 7065  incorporation; or
 7066         2. The articles of incorporation of the new corporation;
 7067         (d) If the survivor of the merger is a domestic eligible
 7068  entity, other than a domestic corporation, and its public
 7069  organic record is being amended in connection with the merger,
 7070  or if a new domestic eligible entity is being created as a
 7071  result of the merger:
 7072         1. The amendments to the public organic record of the
 7073  survivor; or
 7074         2. The public organic record of the new eligible entity;
 7075         (e)If the plan of merger required approval by the
 7076  shareholders of a domestic corporation that is a party to the
 7077  merger, a statement that the plan was duly approved by the
 7078  shareholders and, if voting by any separate voting group was
 7079  required, by each such separate voting group, in the manner
 7080  required by this chapter and the articles of incorporation of
 7081  such domestic corporation;
 7082         (f)If the plan of merger did not require approval by the
 7083  shareholders of a domestic corporation that is a party to the
 7084  merger, a statement to that effect;
 7085         (g) As to each foreign corporation that is a party to the
 7086  merger, a statement that the participation of the foreign
 7087  corporation was duly authorized in accordance with such
 7088  corporation’s organic law;
 7089         (h) As to each domestic or foreign eligible entity that is
 7090  a party to the merger and that is not a domestic or foreign
 7091  corporation, a statement that the participation of the eligible
 7092  entity in the merger was duly authorized in accordance with such
 7093  eligible entity’s organic law; and
 7094         (i) If the survivor is created by the merger and is a
 7095  domestic limited liability partnership, the document required to
 7096  elect that status, as an attachment.
 7097         (2) After a plan of share exchange in which the acquired
 7098  eligible entity is a domestic corporation or other eligible
 7099  entity has been adopted and approved as required by this
 7100  chapter, articles of share exchange must be signed by the
 7101  acquired eligible entity and the acquiring eligible entity. The
 7102  articles must set forth:
 7103         (a) The name, jurisdiction of formation, and type of entity
 7104  of the acquired eligible entity;
 7105         (b) The name, jurisdiction of formation, and type of entity
 7106  of the domestic or foreign eligible entity that is the acquiring
 7107  eligible entity; and
 7108         (c) A statement that the plan of share exchange was duly
 7109  approved by the acquired eligible entity by:
 7110         1. The required vote or consent of each class or series of
 7111  shares or eligible interests included in the exchange; and
 7112         2. The required vote or consent of each other class or
 7113  series of shares or eligible interests entitled to vote on
 7114  approval of the exchange by the articles of incorporation or the
 7115  organic rules of the acquired eligible entity.
 7116         (3) In addition to the requirements of subsections (1) and
 7117  (2), articles of merger or articles of share exchange may
 7118  contain any other provision not prohibited by law.
 7119         (4) The articles of merger or the articles of share
 7120  exchange shall be delivered to the department for filing, and,
 7121  subject to subsection (5), the merger or share exchange shall
 7122  take effect at the effective date determined in accordance with
 7123  s. 607.0123.
 7124         (5) With respect to a merger in which one or more foreign
 7125  entities is a party or a foreign eligible entity created by the
 7126  merger is the survivor, the merger itself shall become effective
 7127  at the later of:
 7128         (a) When all documents required to be filed in all foreign
 7129  jurisdictions to effect the merger have become effective; or
 7130         (b) When the articles of merger take effect.
 7131         (6) Articles of merger required to be filed under this
 7132  section may be combined with any filing required under the
 7133  organic law governing any other domestic eligible entity
 7134  involved in the transaction if the combined filing satisfies the
 7135  requirements of both this section and the other organic law plan
 7136  of merger or share exchange;
 7137         (b) The effective date of the merger or share exchange,
 7138  which may be on or after the date of filing the articles of
 7139  merger or share exchange; if the articles of merger or share
 7140  exchange do not provide for an effective date of the merger or
 7141  share exchange, then the effective date shall be the date on
 7142  which the articles of merger or share exchange are filed;
 7143         (c) If shareholder approval was not required, a statement
 7144  to that effect; and
 7145         (d) As to each corporation, to the extent applicable, the
 7146  date of adoption of the plan of merger or share exchange by the
 7147  shareholders or by the board of directors when no vote of the
 7148  shareholders is required.
 7149         (7)(2) A copy of the articles of merger or share exchange,
 7150  certified by the department of State, may be filed in the office
 7151  of the official who is the recording officer of each county in
 7152  this state in which real property of a constituent corporation
 7153  other than the surviving corporation is situated.
 7154         Section 138. Section 607.1106, Florida Statutes, is amended
 7155  to read:
 7156         607.1106 Effect of merger or share exchange.—
 7157         (1) When a merger becomes effective:
 7158         (a) The domestic or foreign eligible entity that is
 7159  designated in the plan of merger as the survivor continues or
 7160  comes into existence, as the case may be;
 7161         (b) The separate existence of every domestic or foreign
 7162  eligible entity that is a party to the merger, other than the
 7163  survivor, ceases Every other corporation party to the merger
 7164  merges into the surviving corporation and the separate existence
 7165  of every corporation except the surviving corporation ceases;
 7166         (c)(b)All real property and other property, including any
 7167  interest therein and all title thereto, owned by, and every
 7168  contract right possessed by, each domestic or foreign eligible
 7169  entity that is a party to the merger, other than the survivor,
 7170  become the property and contract rights of and become vested in
 7171  the survivor, The title to all real estate and other property,
 7172  or any interest therein, owned by each corporation party to the
 7173  merger is vested in the surviving corporation without transfer,
 7174  reversion, or impairment;
 7175         (d)(c)All debts, obligations, and other liabilities of
 7176  each domestic or foreign eligible entity that is a The surviving
 7177  corporation shall thenceforth be responsible and liable for all
 7178  the liabilities and obligations of each corporation party to the
 7179  merger, other than the survivor, become debts, obligations, and
 7180  liabilities of the survivor;
 7181         (e)(d)The name of the survivor may be, but need not be,
 7182  substituted in any pending proceeding for the name of any party
 7183  to the merger whose separate existence ceased in the merger Any
 7184  claim existing or action or proceeding pending by or against any
 7185  corporation party to the merger may be continued as if the
 7186  merger did not occur or the surviving corporation may be
 7187  substituted in the proceeding for the corporation which ceased
 7188  existence;
 7189         (f)(e) Neither the rights of creditors nor any liens upon
 7190  the property of any corporation party to the merger shall be
 7191  impaired by such merger;
 7192         (g)(f)If the survivor is a domestic eligible entity, the
 7193  articles of incorporation and bylaws or the organic rules of the
 7194  survivor surviving corporation are amended to the extent
 7195  provided in the plan of merger; and
 7196         (h) The articles of incorporation and bylaws or the organic
 7197  rules of a survivor that is a domestic eligible entity and is
 7198  created by the merger become effective;
 7199         (i)(g) The shares (and the rights to acquire shares,
 7200  obligations, or other securities) of each domestic or foreign
 7201  corporation party to the merger, and the eligible interests in
 7202  any other eligible entity that is a party to the merger, that
 7203  are to be converted in accordance with the terms of the merger
 7204  into shares or other securities, eligible interests, rights,
 7205  obligations, rights to acquire shares, other securities, or
 7206  eligible interests, cash, other property, or any combination of
 7207  the foregoing, or other securities of the surviving or any other
 7208  corporation or into cash or other property are converted, and
 7209  the former holders of such the shares, rights to acquire shares,
 7210  or other eligible interests are entitled only to the rights
 7211  provided to them by those terms of the merger or to any rights
 7212  they may have in the articles of merger or to their rights under
 7213  s. 607.1302 or under the organic law governing the eligible
 7214  entity;
 7215         (j)Except as provided by law or the plan of merger, all
 7216  the rights, privileges, franchises, and immunities of each
 7217  eligible entity that is a party to the merger, other than the
 7218  survivor, become the rights, privileges, franchises, and
 7219  immunities of the survivor; and
 7220         (k) If the survivor exists before the merger:
 7221         1. All the property and contract rights of the survivor
 7222  remain its property and contract rights without transfer,
 7223  reversion, or impairment;
 7224         2. The survivor remains subject to all of its debts,
 7225  obligations, and other liabilities; and
 7226         3. Except as provided by law or the plan of merger, the
 7227  survivor continues to hold all of its rights, privileges,
 7228  franchises, and immunities.
 7229         (2) When a share exchange becomes effective, the shares,
 7230  eligible interests, and rights to acquire shares or eligible
 7231  interests in the acquired eligible entity that of each acquired
 7232  corporation are to be exchanged in accordance with the terms of
 7233  the share exchange for:
 7234         (a) Shares or other securities;
 7235         (b) Eligible interests;
 7236         (c) Obligations;
 7237         (d) Rights to acquire shares, other securities, or eligible
 7238  interests;
 7239         (e) Cash;
 7240         (f) Other property; or
 7241         (g) Any combination of the foregoing
 7242  
 7243  are entitled only to the rights provided to them by the terms of
 7244  the share exchange, or to any as provided in the plan of
 7245  exchange, and the former holders of the shares are entitled only
 7246  to the exchange rights provided in the articles of share
 7247  exchange or to their rights they may have under s. 607.1302 or
 7248  the organic law governing the acquired eligible entity.
 7249         (3) Except as otherwise provided in the articles of
 7250  incorporation of a domestic corporation or the organic law
 7251  governing or organic rules of a domestic or foreign eligible
 7252  entity, the effect of a merger or share exchange on interest
 7253  holder liability is as follows:
 7254         (a) A person who becomes subject to new interest holder
 7255  liability in respect of an eligible entity as a result of a
 7256  merger or share exchange shall have that new interest holder
 7257  liability only in respect of interest holder liabilities that
 7258  arise after the merger or share exchange becomes effective.
 7259         (b) If a person had interest holder liability with respect
 7260  to a party to the merger or the acquired eligible entity before
 7261  the merger or share exchange becomes effective with respect to
 7262  shares or eligible interests of such party or acquired entity
 7263  which were exchanged in the merger or share exchange, which were
 7264  canceled in the merger, or the terms and conditions of which
 7265  relating to interest holder liability were amended pursuant to
 7266  the merger:
 7267         1. The merger or share exchange does not discharge that
 7268  prior interest holder liability with respect to any interest
 7269  holder liabilities that arose before the merger or share
 7270  exchange becomes effective.
 7271         2. The provisions of the organic law governing any eligible
 7272  entity for which the person had that prior interest holder
 7273  liability shall continue to apply to the collection or discharge
 7274  of any interest holder liabilities preserved by subparagraph 1.
 7275  as if the merger or share exchange had not occurred.
 7276         3. The person shall have such rights of contribution from
 7277  other persons as are provided by the organic law governing the
 7278  eligible entity for which the person had that prior interest
 7279  holder liability with respect to any interest holder liabilities
 7280  preserved by subparagraph 1. as if the merger or share exchange
 7281  had not occurred.
 7282         4. The person shall not, by reason of such prior interest
 7283  holder liability, have interest holder liability with respect to
 7284  any interest holder liabilities that arise after the merger or
 7285  share exchange becomes effective.
 7286         (c) If a person has interest holder liability both before
 7287  and after a merger becomes effective with unchanged terms and
 7288  conditions with respect to the eligible entity that is the
 7289  survivor by reason of owning the same shares or eligible
 7290  interests before and after the merger becomes effective, the
 7291  merger has no effect on such interest holder liability.
 7292         (d) A share exchange has no effect on interest holder
 7293  liability related to shares or eligible interests of the
 7294  acquired eligible entity that were not exchanged in the share
 7295  exchange.
 7296         (4) Upon a merger becoming effective, a foreign eligible
 7297  entity that is the survivor of the merger is deemed to:
 7298         (a) Appoint the secretary of state as its agent for service
 7299  of process in a proceeding to enforce the rights of shareholders
 7300  of each domestic corporation that is a party to the merger who
 7301  exercise appraisal rights; and
 7302         (b) Agree that it will promptly pay any amount that the
 7303  shareholders are entitled to under ss. 607.1301-607.1340.
 7304         (5) Except as provided in the organic law governing a party
 7305  to a merger or in its articles of incorporation or organic
 7306  rules, the merger does not give rise to any rights that an
 7307  interest holder, governor, or third party would have upon a
 7308  dissolution, liquidation, or winding up of that party. The
 7309  merger does not require a party to the merger to wind up its
 7310  affairs and does not constitute or cause its dissolution or
 7311  termination.
 7312         (6) Property held for a charitable purpose under the law of
 7313  this state by a domestic or foreign eligible entity immediately
 7314  before a merger becomes effective may not, as a result of the
 7315  transaction, be diverted from the objects for which it was
 7316  donated, granted, devised, or otherwise transferred except and
 7317  only to the extent permitted by or pursuant to the laws of this
 7318  state addressing cy pres or dealing with nondiversion of
 7319  charitable assets.
 7320         (7) A bequest, devise, gift, grant, or promise contained in
 7321  a will or other instrument of donation, subscription, or
 7322  conveyance which is made to an eligible entity that is a party
 7323  to a merger that is not the survivor and which takes effect or
 7324  remains payable after the merger inures to the survivor.
 7325         (8) A trust obligation that would govern property if the
 7326  property is directed to be transferred to a nonsurviving
 7327  eligible entity will apply to property that is to be transferred
 7328  instead to the survivor after a merger becomes effective.
 7329         Section 139. Section 607.1107, Florida Statutes, is amended
 7330  to read:
 7331         607.1107 Abandonment of a merger or share exchange Merger
 7332  or share exchange with foreign corporations.—
 7333         (1) After a plan of merger or a plan of share exchange has
 7334  been adopted and approved as required by this chapter, and
 7335  before the articles of merger or the articles of share exchange
 7336  have become effective, the plan may be abandoned by a domestic
 7337  corporation that is a party to the plan without action by its
 7338  shareholders in accordance with any procedures set forth in the
 7339  plan of merger or the plan of share exchange or, if no such
 7340  procedures are set forth in the plan, in the manner determined
 7341  by the board of directors.
 7342         (2) If a merger or share exchange is abandoned under
 7343  subsection (1) after articles of merger or articles of share
 7344  exchange have been delivered to the department for filing but
 7345  before the articles of merger or articles of share exchange have
 7346  become effective, a statement of abandonment signed by all the
 7347  parties that signed the articles of merger or articles of share
 7348  exchange must be delivered to the department for filing before
 7349  the articles of merger or articles of share exchange become
 7350  effective. The statement shall take effect on filing, whereupon
 7351  the merger or share exchange shall be deemed abandoned and shall
 7352  not become effective. The statement of abandonment must contain:
 7353         (a) The name of each party to the merger or the names of
 7354  the acquiring and acquired entities in a share exchange;
 7355         (b) The date on which the articles of merger or articles of
 7356  share exchange were filed by the department; and
 7357         (c) A statement that the merger or share exchange has been
 7358  abandoned in accordance with this section. One or more foreign
 7359  corporations may merge or enter into a share exchange with one
 7360  or more domestic corporations if:
 7361         (a) In a merger, the merger is permitted by the law of the
 7362  state or country under the law of which each foreign corporation
 7363  is incorporated and each foreign corporation complies with that
 7364  law in effecting the merger;
 7365         (b) In a share exchange, the corporation the shares of
 7366  which will be acquired is a domestic corporation, whether or not
 7367  a share exchange is permitted by law of the state or country
 7368  under the law of which the acquiring corporation is
 7369  incorporated;
 7370         (c) The foreign corporation complies with s. 607.1105 if it
 7371  is the surviving corporation of the merger or acquiring
 7372  corporation of the share exchange; and
 7373         (d) Each domestic corporation complies with the applicable
 7374  provisions of ss. 607.1101-607.1104 and, if it is the surviving
 7375  corporation of the merger or acquiring corporation of the share
 7376  exchange, with s. 607.1105.
 7377         (2) Upon the merger becoming effective, the surviving
 7378  foreign corporation of a merger, and the acquiring foreign
 7379  corporation in a share exchange, is deemed:
 7380         (a) To appoint the Secretary of State as its agent for
 7381  service of process in a proceeding to enforce any obligation or
 7382  the rights of dissenting shareholders of each domestic
 7383  corporation party to the merger or share exchange; and
 7384         (b) To agree that it will promptly pay to the dissenting
 7385  shareholders of each domestic corporation party to the merger or
 7386  share exchange the amount, if any, to which they are entitled
 7387  under s. 607.1302.
 7388         (3) This section does not limit the power of a foreign
 7389  corporation to acquire all or part of the shares of one or more
 7390  classes or series of a domestic corporation through a voluntary
 7391  exchange or otherwise.
 7392         (4) The effect of such merger shall be the same as in the
 7393  case of the merger of domestic corporations if the surviving
 7394  corporation is to be governed by the laws of this state. If the
 7395  surviving corporation is to be governed by the laws of any state
 7396  other than this state, the effect of such merger shall be the
 7397  same as in the case of the merger of domestic corporations
 7398  except insofar as the laws of such other state provide
 7399  otherwise.
 7400         (5) The redomestication of a foreign insurer to this state
 7401  under s. 628.520 shall be deemed a merger of a foreign
 7402  corporation and a domestic corporation, and the surviving
 7403  corporation shall be deemed to be a domestic corporation
 7404  incorporated under the laws of this state. The redomestication
 7405  of a Florida corporation to a foreign jurisdiction under s.
 7406  628.525 shall be deemed a merger of a domestic corporation and a
 7407  foreign corporation, and the surviving corporation shall be
 7408  deemed to be a foreign corporation.
 7409         Section 140. Section 607.1108, Florida Statutes, is
 7410  repealed.
 7411         Section 141. Section 607.1109, Florida Statutes, is
 7412  repealed.
 7413         Section 142. Section 607.11101, Florida Statutes, is
 7414  repealed.
 7415         Section 143. Section 607.1112, Florida Statutes, is
 7416  repealed.
 7417         Section 144. Section 607.1113, Florida Statutes, is
 7418  repealed.
 7419         Section 145. Section 607.1114, Florida Statutes, is
 7420  repealed.
 7421         Section 146. Section 607.1115, Florida Statutes, is
 7422  repealed.
 7423         Section 147. Section 607.11920, Florida Statutes, is
 7424  created to read:
 7425         607.11920 Domestication.—
 7426         (1) By complying with this section and ss. 607.11921
 7427  607.11924, as applicable, a foreign corporation may become a
 7428  domestic corporation if the domestication is permitted by the
 7429  organic law of the foreign corporation.
 7430         (2) By complying with this section and ss. 607.11921
 7431  607.11924, as applicable, a domestic corporation may become a
 7432  foreign corporation pursuant to a plan of domestication if the
 7433  domestication is permitted by the organic law of the foreign
 7434  corporation.
 7435         (3) In a domestication under subsection (2), the
 7436  domesticating eligible entity must enter into a plan of
 7437  domestication. The plan of domestication must include:
 7438         (a) The name of the domesticating corporation;
 7439         (b) The name and jurisdiction of formation of the
 7440  domesticated corporation;
 7441         (c) The manner and basis of reclassifying the shares of the
 7442  domesticating corporation into shares or other securities,
 7443  obligations, rights to acquire shares or other securities, cash,
 7444  other property, or any combination of the foregoing;
 7445         (d) The proposed organic rules of the domesticated
 7446  corporation which must be in writing; and
 7447         (e) The other terms and conditions of the domestication.
 7448         (4) In addition to the requirements of subsection (3), a
 7449  plan of domestication may contain any other provision not
 7450  prohibited by law.
 7451         (5) The terms of a plan of domestication may be made
 7452  dependent upon facts objectively ascertainable outside the plan
 7453  in accordance with s. 607.0120(11).
 7454         (6) If a protected agreement of a domesticating corporation
 7455  in effect immediately before the domestication becomes effective
 7456  contains a provision applying to a merger of the corporation and
 7457  the agreement does not refer to a domestication of the
 7458  corporation, the provision applies to a domestication of the
 7459  corporation as if the domestication were a merger until such
 7460  time as the provision is first amended after January 1, 2020.
 7461         Section 148. Section 607.11921, Florida Statutes, is
 7462  created to read:
 7463         607.11921 Action on a plan of domestication.—In the case of
 7464  a domestication of a domestic corporation into a foreign
 7465  jurisdiction, the plan of domestication shall be adopted in the
 7466  following manner:
 7467         (1) The plan of domestication must first be adopted by the
 7468  board of directors of such domestic corporation.
 7469         (2)(a) The plan of domestication must then be approved by
 7470  the shareholders of such domestic corporation.
 7471         (b) In submitting the plan of domestication to the
 7472  shareholders for approval, the board of directors shall
 7473  recommend that the shareholders approve the plan, unless:
 7474         1. The board of directors makes a determination that
 7475  because of conflicts of interest or other special circumstances
 7476  it should not make such a recommendation; or
 7477         2. Section 607.0826 applies.
 7478         (c) If either subparagraph (b)1. or subparagraph (b)2.
 7479  applies, the board shall inform the shareholders of the basis
 7480  for its so proceeding without such recommendation.
 7481         (3) The board of directors may set conditions for approval
 7482  of the plan of domestication by the shareholders or the
 7483  effectiveness of the plan of domestication.
 7484         (4) If the plan of domestication is required to be approved
 7485  by the shareholders, and if the approval of the shareholders is
 7486  to be given at a meeting, the corporation must notify each
 7487  shareholder, regardless of whether entitled to vote, of the
 7488  meeting of shareholders at which the plan of domestication is to
 7489  be submitted for approval. The notice must state that the
 7490  purpose, or one of the purposes, of the meeting is to consider
 7491  the plan of domestication and must contain or be accompanied by
 7492  a copy of the plan. The notice must include or be accompanied by
 7493  a written copy of the organic rules of the domesticated eligible
 7494  entity as they will be in effect immediately after the
 7495  domestication.
 7496         (5) Unless the articles of incorporation, or the board of
 7497  directors acting pursuant to subsection (3), require a greater
 7498  vote or a greater quorum in the respective case, approval of the
 7499  plan of domestication requires:
 7500         (a) The approval of the shareholders at a meeting at which
 7501  a quorum exists consisting of a majority of the votes entitled
 7502  to be cast on the plan; and
 7503         (b) Except as provided in subsection (6), the approval of
 7504  each class or series of shares voting as a separate voting group
 7505  at a meeting at which a quorum of the voting group exists
 7506  consisting of a majority of the votes entitled to be cast on the
 7507  plan by that voting group.
 7508         (6) The articles of incorporation may expressly limit or
 7509  eliminate the separate voting rights provided in paragraph
 7510  (5)(b) as to any class or series of shares, except when the
 7511  public organic rules of the foreign corporation resulting from
 7512  the domestication include what would be in effect an amendment
 7513  that would entitle the class or series to vote as a separate
 7514  group under s. 607.1004 if it were a proposed amendment of the
 7515  articles of incorporation of a domestic domesticating
 7516  corporation.
 7517         (7) If as a result of a domestication one or more
 7518  shareholders of a domestic domesticating corporation would
 7519  become subject to interest holder liability, approval of the
 7520  plan of domestication shall require the signing in connection
 7521  with the domestication, by each such shareholder, of a separate
 7522  written consent to become subject to such interest holder
 7523  liability, unless in the case of a shareholder that already has
 7524  interest holder liability with respect to the domesticating
 7525  corporation, the terms and conditions of the interest holder
 7526  liability with respect to the domesticated corporation are
 7527  substantially identical to those of the existing interest holder
 7528  liability, other than for changes that eliminate or reduce such
 7529  interest holder liability.
 7530         Section 149. Section 607.11922, Florida Statutes, is
 7531  created to read:
 7532         607.11922 Articles of domestication; effectiveness.—
 7533         (1) Articles of domestication must be signed by the
 7534  domesticating corporation after:
 7535         (a) A plan of domestication of a domestic corporation has
 7536  been adopted and approved as required by this chapter; or
 7537         (b) A foreign corporation that is the domesticating
 7538  corporation has approved a domestication as required by the
 7539  applicable provisions of this chapter and under the foreign
 7540  corporation’s organic law.
 7541         (2) Articles of domestication must set forth:
 7542         (a) The name of the domesticating corporation and its
 7543  jurisdiction of formation;
 7544         (b) The name and jurisdiction of formation of the
 7545  domesticated corporation; and
 7546         (c)1. If the domesticating corporation is a domestic
 7547  corporation, a statement that the plan of domestication was
 7548  approved in accordance with this chapter; or
 7549         2. If the domesticating corporation is a foreign
 7550  corporation, a statement that the domestication was approved in
 7551  accordance with its organic law.
 7552         (3) If the domesticated corporation is to be a domestic
 7553  corporation, articles of incorporation of the domesticated
 7554  corporation that satisfy the requirements of s. 607.0202 must be
 7555  attached to the articles of domestication. Provisions that would
 7556  not be required to be included in restated articles of
 7557  incorporation may be omitted from the articles of incorporation
 7558  attached to the articles of domestication.
 7559         (4) The articles of domestication shall be delivered to the
 7560  department for filing and shall take effect at the effective
 7561  date determined in accordance with s. 607.0123.
 7562         (5)(a)If the domesticated corporation is a domestic
 7563  corporation, the domestication becomes effective when the
 7564  articles of domestication are effective.
 7565         (b) If the domesticated corporation is a foreign
 7566  corporation, the domestication becomes effective on the later of
 7567  the date and time provided by the organic law of the
 7568  domesticated corporation or when the articles of domestication
 7569  are effective.
 7570         (6) If the domesticating corporation is a foreign
 7571  corporation that is qualified to transact business in this state
 7572  under ss. 607.1501-607.1532, its certificate of authority is
 7573  automatically canceled when the domestication becomes effective.
 7574         (7) A copy of the articles of domestication, certified by
 7575  the department, may be filed in the official records of any
 7576  county in this state in which the domesticating eligible entity
 7577  holds an interest in real property.
 7578         Section 150. Section 607.11923, Florida Statutes, is
 7579  created to read:
 7580         607.11923 Amendment of a plan of domestication;
 7581  abandonment.—
 7582         (1) A plan of domestication of a domestic corporation
 7583  adopted under s. 607.11920(3) may be amended:
 7584         (a) In the same manner as the plan of domestication was
 7585  approved, if the plan does not provide for the manner in which
 7586  it may be amended; or
 7587         (b) In the manner provided in the plan of domestication,
 7588  except that a shareholder that was entitled to vote on or
 7589  consent to approval of the plan is entitled to vote on or
 7590  consent to any amendment of the plan that will change:
 7591         1. The amount or kind of shares or other securities,
 7592  obligations, rights to acquire shares, other securities, or
 7593  eligible interests, cash, other property, or any combination of
 7594  the foregoing, to be received by any of the shareholders or
 7595  holders of rights to acquire shares, other securities, or
 7596  eligible interests of the domesticating corporation under the
 7597  plan;
 7598         2. The organic rules of the domesticated corporation that
 7599  are to be in writing and that will be in effect immediately
 7600  after the domestication becomes effective, except for changes
 7601  that do not require approval of the shareholders of the
 7602  domesticated corporation under its organic rules as set forth in
 7603  the plan of domestication; or
 7604         3. Any of the other terms or conditions of the plan, if the
 7605  change would adversely affect the shareholder in any material
 7606  respect.
 7607         (2) After a plan of domestication has been adopted and
 7608  approved by a domestic corporation as required by this chapter,
 7609  and before the articles of domestication have become effective,
 7610  the plan may be abandoned by the corporation without action by
 7611  its shareholders in accordance with any procedures set forth in
 7612  the plan or, if no such procedures are set forth in the plan, in
 7613  the manner determined by the board of directors of the domestic
 7614  corporation.
 7615         (3) If a domestication is abandoned after the articles of
 7616  domestication have been delivered to the department for filing
 7617  but before the articles of domestication have become effective,
 7618  a statement of abandonment signed by the domesticating
 7619  corporation must be delivered to the department for filing
 7620  before the articles of domestication become effective. The
 7621  statement shall take effect upon filing, and the domestication
 7622  shall be deemed abandoned and shall not become effective. The
 7623  statement of abandonment must contain:
 7624         (a) The name of the domesticating corporation;
 7625         (b) The date on which the articles of domestication were
 7626  filed by the department; and
 7627         (c) A statement that the domestication has been abandoned
 7628  in accordance with this section.
 7629         Section 151. Section 607.11924, Florida Statutes, is
 7630  created to read:
 7631         607.11924 Effect of domestication.—
 7632         (1) When a domestication becomes effective:
 7633         (a) All real property and other property owned by the
 7634  domesticating corporation, including any interests therein and
 7635  all title thereto, and every contract right possessed by the
 7636  domesticating corporation, are the property and contract rights
 7637  of the domesticated corporation without transfer, reversion, or
 7638  impairment;
 7639         (b) All debts, obligations, and other liabilities of the
 7640  domesticating corporation are the debts, obligations, and other
 7641  liabilities of the domesticated corporation;
 7642         (c) The name of the domesticated corporation may be, but
 7643  need not be, substituted for the name of the domesticating
 7644  corporation in any pending proceeding;
 7645         (d) The organic rules of the domesticated corporation
 7646  become effective;
 7647         (e) The shares or equity interests of the domesticating
 7648  corporation are reclassified into shares or other securities,
 7649  obligations, rights to acquire shares or other securities, cash,
 7650  or other property in accordance with the terms of the
 7651  domestication, and the shareholders or equity owners of the
 7652  domesticating corporation are entitled only to the rights
 7653  provided to them by those terms and to any appraisal rights they
 7654  may have under the organic law of the domesticating corporation;
 7655  and
 7656         (f) The domesticated corporation is:
 7657         1. Incorporated under and subject to the organic law of the
 7658  domesticated corporation;
 7659         2.The same corporation, without interruption, as the
 7660  domesticating corporation; and
 7661         3. Deemed to have been incorporated or formed on the date
 7662  the domesticating corporation was originally incorporated.
 7663         (2) In addition, when a domestication of a domestic
 7664  corporation into a foreign jurisdiction becomes effective, the
 7665  domesticated corporation is deemed to:
 7666         (a) Appoint the secretary of state as its agent for service
 7667  of process in a proceeding to enforce the rights of shareholders
 7668  who exercise appraisal rights in connection with the
 7669  domestication; and
 7670         (b) Agree that it will promptly pay any amount that the
 7671  shareholders are entitled to under ss. 607.1301-607.1340.
 7672         (3) Except as otherwise provided in the organic law or
 7673  organic rules of a domesticating foreign corporation, the
 7674  interest holder liability of a shareholder or equity holder in a
 7675  foreign corporation that is domesticated into this state who had
 7676  interest holder liability in respect of such domesticating
 7677  corporation before the domestication becomes effective shall be
 7678  as follows:
 7679         (a) The domestication does not discharge that prior
 7680  interest holder liability with respect to any interest holder
 7681  liabilities that arose before the domestication becomes
 7682  effective.
 7683         (b) The provisions of the organic law of the domesticating
 7684  corporation shall continue to apply to the collection or
 7685  discharge of any interest holder liabilities preserved by
 7686  paragraph (a), as if the domestication had not occurred.
 7687         (c) The shareholder or equity holder shall have such rights
 7688  of contribution from other persons as are provided by the
 7689  organic law of the domesticating corporation with respect to any
 7690  interest holder liabilities preserved by paragraph (a), as if
 7691  the domestication had not occurred.
 7692         (d) The shareholder or equity holder may not, by reason of
 7693  such prior interest holder liability, have interest holder
 7694  liability with respect to any interest holder liabilities that
 7695  are incurred after the domestication becomes effective.
 7696         (4) A shareholder or equity holder who becomes subject to
 7697  interest holder liability in respect of the domesticated
 7698  corporation as a result of the domestication shall have such
 7699  interest holder liability only in respect of interest holder
 7700  liabilities that arise after the domestication becomes
 7701  effective.
 7702         (5) A domestication does not constitute or cause the
 7703  dissolution of the domesticating corporation.
 7704         (6) Property held for charitable purposes under the laws of
 7705  this state by a domestic or foreign corporation immediately
 7706  before a domestication becomes effective may not, as a result of
 7707  the transaction, be diverted from the objects for which it was
 7708  donated, granted, devised, or otherwise transferred except and
 7709  to the extent permitted by or pursuant to the laws of this state
 7710  addressing cy pres or dealing with nondiversion of charitable
 7711  assets.
 7712         (7) A bequest, devise, gift, grant, or promise contained in
 7713  a will or other instrument of donation, subscription, or
 7714  conveyance which is made to the domesticating corporation and
 7715  which takes effect or remains payable after the domestication
 7716  inures to the domesticated corporation.
 7717         (8) A trust obligation that would govern property if
 7718  transferred to the domesticating corporation applies to property
 7719  that is transferred to the domesticated corporation after the
 7720  domestication takes effect.
 7721         Section 152. Section 607.11930, Florida Statutes, is
 7722  created to read:
 7723         607.11930 Conversion.—
 7724         (1) By complying with this chapter, including adopting a
 7725  plan of conversion in accordance with s. 607.11931 and complying
 7726  with s. 607.11932, a domestic corporation may become:
 7727         (a) A domestic eligible entity, other than a domestic
 7728  corporation;
 7729         (b) If the conversion is permitted by the organic law of
 7730  the foreign eligible entity, a foreign eligible entity.
 7731         (2) By complying with this section and ss. 607.11931
 7732  607.11935, as applicable, and applicable provisions of its
 7733  organic law, a domestic eligible entity other than a domestic
 7734  corporation may become a domestic corporation.
 7735         (3) By complying with this section and ss. 607.11931
 7736  607.11935, as applicable, and by complying with the applicable
 7737  provisions of its organic law, a foreign eligible entity may
 7738  become a domestic corporation, but only if the organic law of
 7739  the foreign eligible entity permits it to become a corporation
 7740  in another jurisdiction.
 7741         (4) If a protected agreement of a domestic converting
 7742  eligible entity in effect immediately before the conversion
 7743  becomes effective contains a provision applying to a merger of
 7744  the corporation that is a converting eligible entity and the
 7745  agreement does not refer to a conversion of the corporation, the
 7746  provision applies to a conversion of the corporation as if the
 7747  conversion were a merger, until such time as the provision is
 7748  first amended after January 1, 2020.
 7749         Section 153. Section 607.11931, Florida Statutes, is
 7750  created to read:
 7751         607.11931 Plan of conversion.—
 7752         (1) A domestic corporation may convert to a domestic or
 7753  foreign eligible entity under this chapter by approving a plan
 7754  of conversion. The plan of conversion must include:
 7755         (a) The name of the domestic converting corporation;
 7756         (b)The name, jurisdiction of formation, and type of entity
 7757  of the converted eligible entity;
 7758         (c) The manner and basis of converting the shares of the
 7759  domestic corporation, or the rights to acquire shares,
 7760  obligations or other securities, of the domestic corporation
 7761  into:
 7762         1. Shares.
 7763         2. Other securities.
 7764         3. Eligible interests.
 7765         4. Obligations.
 7766         5. Rights to acquire shares, other securities, or eligible
 7767  interests.
 7768         6. Cash.
 7769         7. Other property.
 7770         8. Any combination of the foregoing;
 7771         (d) The other terms and conditions of the conversion; and
 7772         (e) The full text, as it will be in effect immediately
 7773  after the conversion becomes effective, of the organic rules of
 7774  the converted eligible entity which are to be in writing.
 7775         (2) In addition to the requirements of subsection (1), a
 7776  plan of conversion may contain any other provision not
 7777  prohibited by law.
 7778         (3) The terms of a plan of conversion may be made dependent
 7779  upon facts objectively ascertainable outside the plan in
 7780  accordance with section 607.0120(11).
 7781         Section 154. Section 607.11932, Florida Statutes, is
 7782  created to read:
 7783         607.11932 Action on a plan of conversion.—In the case of a
 7784  conversion of a domestic corporation to a domestic or foreign
 7785  eligible entity other than a domestic corporation, the plan of
 7786  conversion must be adopted in the following manner:
 7787         (1) The plan of conversion must first be adopted by the
 7788  board of directors of such domestic corporation.
 7789         (2)(a) The plan of conversion shall then be approved by the
 7790  shareholders of such domestic corporation.
 7791         (b) In submitting the plan of conversion to the
 7792  shareholders for their approval, the board of directors shall
 7793  recommend that the shareholders approve the plan of conversion
 7794  unless:
 7795         1. The board of directors makes a determination that
 7796  because of conflicts of interest or other special circumstances
 7797  it should not make such a recommendation; or
 7798         2. Section 607.0826 applies.
 7799         (c) If either subparagraph (b)1. or subparagraph (b)2.
 7800  applies, the board of directors shall inform the shareholders of
 7801  the basis for its so proceeding without such recommendation.
 7802         (3) The board of directors may set conditions for approval
 7803  of the plan of conversion by the shareholders or the
 7804  effectiveness of the plan of conversion.
 7805         (4) If a plan of conversion is required to be approved by
 7806  the shareholders, and if the approval is to be given at a
 7807  meeting, the corporation shall notify each shareholder,
 7808  regardless of whether entitled to vote, of the meeting of
 7809  shareholders at which the plan is to be submitted for approval,
 7810  in accordance with s. 607.0705. The notice must state that the
 7811  purpose, or one of the purposes, of the meeting is to consider
 7812  the plan of conversion and must contain or be accompanied by a
 7813  copy of the plan. The notice must include or be accompanied by a
 7814  written copy of the organic rules of the converted eligible
 7815  entity as they will be in effect immediately after the
 7816  conversion.
 7817         (5) Unless the articles of incorporation, or the board of
 7818  directors acting pursuant to subsection (3), require a greater
 7819  vote or a greater quorum in the respective case, approval of the
 7820  plan of conversion requires:
 7821         (a) The approval of the shareholders at a meeting at which
 7822  a quorum exists consisting of a majority of the votes entitled
 7823  to be cast on the plan; and
 7824         (b) The approval of each class or series of shares voting
 7825  as a separate voting group at a meeting at which a quorum of the
 7826  voting group exists consisting of a majority of the votes
 7827  entitled to be cast on the plan by that voting group.
 7828         (6) If as a result of the conversion one or more
 7829  shareholders of the converting domestic corporation would become
 7830  subject to interest holder liability, approval of the plan of
 7831  conversion shall require the signing in connection with the
 7832  transaction, by each such shareholder, of a separate written
 7833  consent to become subject to such interest holder liability.
 7834         (7) If the converted eligible entity is a partnership or
 7835  limited partnership, no shareholder of the converting domestic
 7836  corporation shall, as a result of the conversion, become a
 7837  general partner of the partnership or limited partnership,
 7838  unless such shareholder specifically consents in writing to
 7839  becoming a general partner of such partnership or limited
 7840  partnership and, unless such written consent is obtained from
 7841  each such shareholder, such conversion may not become effective
 7842  under s. 607.11933. Any shareholder providing such consent in
 7843  writing shall be deemed to have voted in favor of the plan of
 7844  conversion pursuant to which the shareholder became a general
 7845  partner.
 7846         (8) Sections 607.1301-607.1340 shall, insofar as they are
 7847  applicable, apply to a conversion in accordance with this
 7848  chapter of a domestic corporation into a domestic or foreign
 7849  eligible entity that is not a domestic corporation.
 7850         Section 155. Section 607.11933, Florida Statutes, is
 7851  created to read:
 7852         607.11933 Articles of conversion; effectiveness.—
 7853         (1) After a plan of conversion of a domestic corporation
 7854  has been adopted and approved as required by this chapter, or a
 7855  domestic or foreign eligible entity, other than a domestic
 7856  corporation, that is the converting eligible entity has approved
 7857  a conversion as required by its organic law, articles of
 7858  conversion must be signed by the converting eligible entity as
 7859  required by s. 607.0120 and must:
 7860         (a) State the name, jurisdiction of formation, and type of
 7861  entity of the converting eligible entity;
 7862         (b) State the name, jurisdiction of formation, and type of
 7863  entity of the converted eligible entity;
 7864         (c) If the converting eligible entity is:
 7865         1. A domestic corporation, state that the plan of
 7866  conversion was approved in accordance with this chapter; or
 7867         2. A domestic or foreign eligible entity other than a
 7868  domestic corporation, state that the conversion was approved by
 7869  the eligible entity in accordance with its organic law; and
 7870         (d)If the converted eligible entity is:
 7871         1. A domestic corporation or a domestic or foreign eligible
 7872  entity that is not a domestic corporation, attach the public
 7873  organic record of the converted eligible entity, except that
 7874  provisions that would not be required to be included in a
 7875  restated public organic record may be omitted; or
 7876         2. A domestic limited liability partnership, attach the
 7877  filing or filings required to become a domestic limited
 7878  liability partnership.
 7879         (2) If the converted eligible entity is a domestic
 7880  corporation, its articles of incorporation must satisfy the
 7881  requirements of section 607.0202, except that provisions that
 7882  would not be required to be included in restated articles of
 7883  incorporation may be omitted from the articles of incorporation.
 7884  If the converted eligible entity is a domestic eligible entity
 7885  that is not a domestic corporation, its public organic record,
 7886  if any, must satisfy the applicable requirements of the organic
 7887  law of this state, except that the public organic record does
 7888  not need to be signed.
 7889         (3) The articles of conversion shall be delivered to the
 7890  department for filing, and shall take effect at the effective
 7891  date determined in accordance with s. 607.0123.
 7892         (4)(a) If a converted eligible entity is a domestic
 7893  eligible entity, the conversion becomes effective when the
 7894  articles of conversion are effective.
 7895         (b) If the converted eligible entity is a foreign eligible
 7896  entity, the conversion becomes effective at the later of:
 7897         1. The date and time provided by the organic law of that
 7898  eligible entity; or
 7899         2. When the articles of conversion take effect.
 7900         (5) Articles of conversion required to be filed under this
 7901  section may be combined with any filing required under the
 7902  organic law of a domestic eligible entity that is the converting
 7903  eligible entity or the converted eligible entity if the combined
 7904  filing satisfies the requirements of both this section and the
 7905  other organic law.
 7906         (6) If the converting eligible entity is a foreign eligible
 7907  entity that is authorized to transact business in this state
 7908  under a provision of law similar to ss. 607.1501-607.1532, its
 7909  foreign qualification shall be canceled automatically on the
 7910  effective date of its conversion.
 7911         (7) A copy of the articles of conversion, certified by the
 7912  department, may be filed in the official records of any county
 7913  in this state in which the converting eligible entity holds an
 7914  interest in real property.
 7915         Section 156. Section 607.11934, Florida Statutes, is
 7916  created to read:
 7917         607.11934 Amendment to a plan of conversion; abandonment.—
 7918         (1) A plan of conversion of a converting eligible entity
 7919  that is a domestic corporation may be amended:
 7920         (a) In the same manner as the plan of conversion was
 7921  approved, if the plan does not provide for the manner in which
 7922  it may be amended; or
 7923         (b) In the manner provided in the plan of conversion,
 7924  except that shareholders that were entitled to vote on or
 7925  consent to approval of the plan are entitled to vote on or
 7926  consent to any amendment of the plan that will change:
 7927         1. The amount or kind of shares or other securities,
 7928  eligible interests, obligations, rights to acquire shares, other
 7929  securities, or eligible interests, cash, other property, or any
 7930  combination of the foregoing, to be received by any of the
 7931  shareholders of the converting corporation under the plan;
 7932         2. The organic rules of the converted eligible entity that
 7933  will be in effect immediately after the conversion becomes
 7934  effective, except for changes that do not require approval of
 7935  the eligible interest holders of the converted eligible entity
 7936  under its organic law or organic rules; or
 7937         3. Any other terms or conditions of the plan, if the change
 7938  would adversely affect such shareholders in any material
 7939  respect.
 7940         (2) After a plan of conversion has been adopted and
 7941  approved by a converting eligible entity that is a domestic
 7942  corporation in the manner required by this chapter and before
 7943  the articles of conversion become effective, the plan may be
 7944  abandoned by the domestic corporation without action by its
 7945  shareholders in accordance with any procedures set forth in the
 7946  plan or, if no such procedures are set forth in the plan, in the
 7947  manner determined by the board of directors of the domestic
 7948  corporation.
 7949         (3) If a conversion is abandoned after the articles of
 7950  conversion have been delivered to the department for filing but
 7951  before the articles of conversion have become effective, a
 7952  statement of abandonment signed by the converting eligible
 7953  entity must be delivered to the department for filing before the
 7954  articles of conversion become effective. The statement shall
 7955  take effect on filing, and the conversion shall be deemed
 7956  abandoned and shall not become effective. The statement of
 7957  abandonment must contain:
 7958         (a) The name of the converting eligible entity;
 7959         (b) The date on which the articles of conversion were filed
 7960  by the department; and
 7961         (c) A statement that the conversion has been abandoned in
 7962  accordance with this section.
 7963         Section 157. Section 607.11935, Florida Statutes, is
 7964  created to read:
 7965         607.11935 Effect of conversion.—
 7966         (1) When a conversion becomes effective:
 7967         (a) All real property and other property owned by,
 7968  including any interest therein and all title thereto, and every
 7969  contract right possessed by, the converting eligible entity
 7970  remain the property and contract rights of the converted
 7971  eligible entity without transfer, reversion, or impairment;
 7972         (b) All debts, obligations, and other liabilities of the
 7973  converting eligible entity remain the debts, obligations, and
 7974  other liabilities of the converted eligible entity;
 7975         (c) The name of the converted eligible entity may be, but
 7976  need not be, substituted for the name of the converting eligible
 7977  entity in any pending action or proceeding;
 7978         (d)If the converted eligible entity is a filing entity, a
 7979  domestic corporation, or a domestic or foreign nonprofit
 7980  corporation, its public organic record and its private organic
 7981  rules become effective;
 7982         (e) If the converted eligible entity is a nonfiling entity,
 7983  its private organic rules become effective;
 7984         (f)If the converted eligible entity is a limited liability
 7985  partnership, the filing required to become a limited liability
 7986  partnership and its private organic rules become effective;
 7987         (g) The shares, rights to acquire shares, eligible
 7988  interests, other securities and obligations of the converting
 7989  eligible entity are reclassified into shares, other securities,
 7990  rights to acquire shares or other securities, eligible
 7991  interests, obligations, cash, other property, or any combination
 7992  thereof, in accordance with the terms of the conversion, and the
 7993  shareholders or interest holders of the converting eligible
 7994  entity are entitled only to the rights provided to them by those
 7995  terms and to any rights they may have under s. 607.1302 or under
 7996  the organic law of the converting eligible entity; and
 7997         (h) The converted eligible entity is:
 7998         1. Deemed to be incorporated or organized under and subject
 7999  to the organic law of the converted eligible entity;
 8000         2. Deemed to be the same entity without interruption as the
 8001  converting eligible entity; and
 8002         3. Deemed to have been incorporated or otherwise organized
 8003  on the date that the converting eligible entity was originally
 8004  incorporated or organized.
 8005         (2) When a conversion of a domestic corporation to a
 8006  domestic or foreign eligible entity other than a domestic
 8007  corporation becomes effective, the converted eligible entity is
 8008  deemed to:
 8009         (a) Appoint the secretary of state as its agent for service
 8010  of process in a proceeding to enforce the rights of shareholders
 8011  who exercise appraisal rights in connection with the conversion;
 8012  and
 8013         (b) Agree that it will promptly pay any amount that
 8014  shareholders are entitled to under ss. 607.1301-607.1340.
 8015         (3) Except as otherwise provided in the articles of
 8016  incorporation of a domestic corporation or the organic law or
 8017  organic rules of a domestic or foreign eligible entity other
 8018  than a domestic corporation, a shareholder or eligible interest
 8019  holder who becomes subject to interest holder liability in
 8020  respect of a domestic corporation or domestic or foreign
 8021  eligible entity other than a domestic eligible entity as a
 8022  result of the conversion shall have such interest holder
 8023  liability only in respect of interest holder liabilities that
 8024  arise after the conversion becomes effective.
 8025         (4) Except as otherwise provided in the organic law or the
 8026  organic rules of the domestic or foreign eligible entity, the
 8027  interest holder liability of an interest holder in a converting
 8028  eligible entity that converts to a domestic corporation who had
 8029  interest holder liability in respect of such converting eligible
 8030  entity before the conversion becomes effective shall be as
 8031  follows:
 8032         (a) The conversion does not discharge that prior interest
 8033  holder liability with respect to any interest holder liabilities
 8034  that arose before the conversion became effective.
 8035         (b)The provisions of the organic law of the eligible
 8036  entity shall continue to apply to the collection or discharge of
 8037  any interest holder liabilities preserved by paragraph (a), as
 8038  if the conversion had not occurred.
 8039         (c) The eligible interest holder shall have such rights of
 8040  contribution from other persons as are provided by the organic
 8041  law of the eligible entity with respect to any interest holder
 8042  liabilities preserved by paragraph (a), as if the conversion had
 8043  not occurred.
 8044         (d) The eligible interest holder may not, by reason of such
 8045  prior interest holder liability, have interest holder liability
 8046  with respect to any interest holder liabilities that arise after
 8047  the conversion becomes effective.
 8048         (5) A conversion does not require the converting eligible
 8049  entity to wind up its affairs and does not constitute or cause
 8050  the dissolution or termination of the entity.
 8051         (6) Property held for charitable purposes under the laws of
 8052  this state by a domestic or foreign eligible entity immediately
 8053  before a conversion becomes effective may not, as a result of
 8054  the transaction, be diverted from the objects for which it was
 8055  donated, granted, devised, or otherwise transferred except and
 8056  to the extent permitted by or pursuant to the laws of this state
 8057  addressing cy pres or dealing with nondiversion of charitable
 8058  assets.
 8059         (7) A bequest, devise, gift, grant, or promise contained in
 8060  a will or other instrument of donation, subscription, or
 8061  conveyance which is made to the converting eligible entity and
 8062  which takes effect or remains payable after the conversion
 8063  inures to the converted eligible entity.
 8064         (8) A trust obligation that would govern property if
 8065  transferred to the converting eligible entity applies to
 8066  property that is to be transferred to the converted eligible
 8067  entity after the conversion becomes effective.
 8068         Section 158. Section 607.1201, Florida Statutes, is amended
 8069  to read:
 8070         607.1201 Disposition of assets not requiring shareholder
 8071  approval Sale of assets in regular course of business and
 8072  mortgage of assets.—Unless the articles of incorporation
 8073  otherwise provide, no approval by shareholders is required to:
 8074         (1) A corporation may, on the terms and conditions and for
 8075  the consideration determined by the board of directors:
 8076         (a) Sell, lease, exchange, or otherwise dispose of any or
 8077  all of the corporation’s assets all, or substantially all, of
 8078  its property in the usual and regular course of business;
 8079         (2)(b) Mortgage, pledge, dedicate to the repayment of
 8080  indebtedness (whether with or without recourse), create a
 8081  security interest in, or otherwise encumber any or all of the
 8082  corporation’s assets, regardless of whether its property whether
 8083  or not in the usual and regular course of business; or
 8084         (3)(c) Transfer any or all of the corporation’s assets to
 8085  one or more domestic or foreign corporations or other entities
 8086  all of the shares or interests its property to a corporation all
 8087  the shares of which are owned by the corporation; or
 8088         (4) Distribute assets pro rata to the holders of one or
 8089  more classes or series of the corporation’s shares, except to
 8090  the extent that the distribution is part of a dissolution of the
 8091  corporation under ss. 607.1401-607.14401.
 8092         (2) Unless the articles of incorporation require it,
 8093  approval by the shareholders of a transaction described in
 8094  subsection (1) is not required.
 8095         Section 159. Section 607.1202, Florida Statutes, is amended
 8096  to read:
 8097         607.1202 Shareholder approval of certain dispositions Sale
 8098  of assets other than in regular course of business.—
 8099         (1) A corporation may sell, lease, exchange, or otherwise
 8100  dispose of all, or substantially all, of its property (with or
 8101  without the good will), otherwise than in the usual and regular
 8102  course of business, on the terms and conditions and for the
 8103  consideration determined by the corporation’s board of
 8104  directors, but only if the board of directors proposes and its
 8105  shareholders of record approve the proposed transaction.
 8106         (2)(a) To obtain the approval of the shareholders under
 8107  subsection (1), the board of directors must first adopt a
 8108  resolution approving the disposition, and thereafter, the
 8109  disposition must also be approved by the corporation’s
 8110  shareholders.
 8111         (b) In submitting the disposition to the shareholders for
 8112  approval, For a transaction to be authorized:
 8113         (a) the board of directors must recommend the proposed
 8114  transaction to the shareholders of record unless:
 8115         1. The board of directors makes a determination that
 8116  determines that it should make no recommendation because of
 8117  conflict of interest or other special circumstances it should
 8118  not make such a recommendation; or
 8119         2. Section 607.0826 applies.
 8120         (c) If either subparagraph (b)1. or subparagraph (b)2.
 8121  applies, the board of directors shall inform the shareholders of
 8122  the basis for its so proceeding without such recommendation and
 8123  communicates the basis for its determination to the shareholders
 8124  of record with the submission of the proposed transaction; and
 8125         (b) The shareholders entitled to vote must approve the
 8126  transaction as provided in subsection (5).
 8127         (3) The board of directors may set conditions for approval
 8128  of the disposition or the effectiveness of the disposition
 8129  condition its submission of the proposed transaction on any
 8130  basis.
 8131         (4) If the disposition is required to be approved by the
 8132  shareholders under subsection (1) and if the approval is to be
 8133  given at the meeting, the corporation shall notify each
 8134  shareholder of record, regardless of whether or not entitled to
 8135  vote, of the proposed shareholders’ meeting of shareholders at
 8136  which the disposition is to be submitted for approval in
 8137  accordance with s. 607.0705. The notice must shall also state
 8138  that the purpose, or one of the purposes, of the meeting is to
 8139  consider the disposition and shall contain a description of the
 8140  disposition and the consideration to be received by the
 8141  corporation sale, lease, exchange, or other disposition of all,
 8142  or substantially all, the property of the corporation,
 8143  regardless of whether or not the meeting is an annual or a
 8144  special meeting, and shall contain or be accompanied by a
 8145  description of the transaction. Furthermore, the notice shall
 8146  contain a clear and concise statement that, if the transaction
 8147  is effected, shareholders dissenting therefrom are or may be
 8148  entitled, if they comply with the provisions of this act
 8149  regarding appraisal rights, to be paid the fair value of their
 8150  shares and such notice must shall be accompanied by a copy of
 8151  ss. 607.1301-607.1340 ss. 607.1301-607.1333.
 8152         (5) Unless this chapter act, the articles of incorporation,
 8153  or the board of directors (acting pursuant to subsection (4)
 8154  (3)) requires a greater vote or a greater quorum vote by voting
 8155  groups, the approval of the disposition shall require the
 8156  approval of the shareholders at a meeting at which a quorum
 8157  exists consisting of transaction to be authorized shall be
 8158  approved by a majority of all the votes entitled to be cast on
 8159  the disposition transaction.
 8160         (6) After a disposition has been approved by the
 8161  shareholders under this chapter, and at any time before the
 8162  disposition has been consummated, it may be abandoned by the
 8163  corporation without action by the shareholders, subject to any
 8164  contractual rights of other parties to the disposition Any plan
 8165  or agreement providing for a sale, lease, exchange, or other
 8166  disposition of property, or any resolution of the board of
 8167  directors or shareholders approving such transaction, may
 8168  authorize the board of directors of the corporation to amend the
 8169  terms thereof at any time prior to the consummation of such
 8170  transaction. An amendment made subsequent to the approval of the
 8171  transaction by the shareholders of the corporation may not:
 8172         (a) Change the amount or kind of shares, securities, cash,
 8173  property, or rights to be received in exchange for the
 8174  corporation’s property; or
 8175         (b) Change any other terms and conditions of the
 8176  transaction if such change would materially and adversely affect
 8177  the shareholders or the corporation.
 8178         (7) Unless a plan or agreement providing for a sale, lease,
 8179  exchange, or other disposition of property, or any resolution of
 8180  the board of directors or shareholders approving such
 8181  transaction, prohibits abandonment of the transaction without
 8182  shareholder approval after a transaction has been authorized,
 8183  the planned transaction may be abandoned (subject to any
 8184  contractual rights) at any time prior to consummation thereof,
 8185  without further shareholder action, in accordance with the
 8186  procedure set forth in the plan, agreement, or resolutions
 8187  providing for or approving such transaction or, if none is set
 8188  forth, in the manner determined by the board of directors.
 8189         (7)(8) A disposition of assets in the course of dissolution
 8190  is governed by ss. 607.1401-607.14401 transaction that
 8191  constitutes a distribution is governed by s. 607.06401 and not
 8192  by this section.
 8193         (8) For purposes of this section, the assets of a direct or
 8194  indirect consolidated subsidiary shall be deemed to be the
 8195  assets of the parent corporation.
 8196         (9) For purposes of this section, the term “shareholder”
 8197  includes a beneficial shareholder and a voting trust beneficial
 8198  owner.
 8199         Section 160. Section 607.1301, Florida Statutes, is amended
 8200  to read:
 8201         607.1301 Appraisal rights; definitions.—The following
 8202  definitions apply to ss. 607.1302-607.1340 ss. 607.1302
 8203  607.1333:
 8204         (1) “Accrued interest” means interest from the date the
 8205  corporate action becomes effective until the date of payment, at
 8206  the rate of interest determined for judgments pursuant to s.
 8207  55.03, determined as of the effective date of the corporate
 8208  action.
 8209         (2) “Affiliate” means a person that directly or indirectly
 8210  through one or more intermediaries controls, is controlled by,
 8211  or is under common control with another person or is a senior
 8212  executive of such person thereof. For purposes of paragraph
 8213  (6)(a) s. 607.1302(2)(d), a person is deemed to be an affiliate
 8214  of its senior executives.
 8215         (3) “Corporate action” means an event described in s.
 8216  607.1302(1)
 8217         (2) “Beneficial shareholder” means a person who is the
 8218  beneficial owner of shares held in a voting trust or by a
 8219  nominee on the beneficial owner’s behalf.
 8220         (4)(3) “Corporation” means the domestic corporation that is
 8221  the issuer of the shares held by a shareholder demanding
 8222  appraisal and, for matters covered in ss. 607.1322-607.1340 ss.
 8223  607.1322-607.1333, includes the domesticated eligible entity in
 8224  a domestication, the covered eligible entity in a conversion,
 8225  and the survivor of surviving entity in a merger.
 8226         (5)(4) “Fair value” means the value of the corporation’s
 8227  shares determined:
 8228         (a) Immediately before the effectiveness effectuation of
 8229  the corporate action to which the shareholder objects.
 8230         (b) Using customary and current valuation concepts and
 8231  techniques generally employed for similar businesses in the
 8232  context of the transaction requiring appraisal, excluding any
 8233  appreciation or depreciation in anticipation of the corporate
 8234  action unless exclusion would be inequitable to the corporation
 8235  and its remaining shareholders.
 8236         (c) For a corporation with 10 or fewer shareholders,
 8237  Without discounting for lack of marketability or minority
 8238  status.
 8239         (5) “Interest” means interest from the effective date of
 8240  the corporate action until the date of payment, at the rate of
 8241  interest on judgments in this state on the effective date of the
 8242  corporate action.
 8243         (6) “Interested transaction” means a corporate action
 8244  described in s. 607.1302(1), other than a merger pursuant to s.
 8245  607.1104, involving an interested person in which any of the
 8246  shares or assets of the corporation are being acquired or
 8247  converted. As used in this definition:
 8248         (a) “Interested person” means a person, or an affiliate of
 8249  a person, who at any time during the 1-year period immediately
 8250  preceding approval by the board of directors of the corporate
 8251  action:
 8252         1. Was the beneficial owner of 20 percent or more of the
 8253  voting power of the corporation, other than as owner of excluded
 8254  shares;
 8255         2. Had the power, contractually or otherwise, other than as
 8256  owner of excluded shares, to cause the appointment or election
 8257  of 25 percent or more of the directors to the board of directors
 8258  of the corporation; or
 8259         3. Was a senior executive or director of the corporation or
 8260  a senior executive of any affiliate of the corporation, and will
 8261  receive, as a result of the corporate action, a financial
 8262  benefit not generally available to other shareholders as such,
 8263  other than:
 8264         a. Employment, consulting, retirement, or similar benefits
 8265  established separately and not as part of or in contemplation of
 8266  the corporate action;
 8267         b. Employment, consulting, retirement, or similar benefits
 8268  established in contemplation of, or as part of, the corporate
 8269  action that are not more favorable than those existing before
 8270  the corporate action or, if more favorable, that have been
 8271  approved on behalf of the corporation in the same manner as is
 8272  provided in s. 607.0832; or
 8273         c. In the case of a director of the corporation who, in the
 8274  corporate action, will become a director or governor of the
 8275  acquirer or any of its affiliates in the corporate action,
 8276  rights and benefits as a director or governor that are provided
 8277  on the same basis as those afforded by the acquirer generally to
 8278  other directors or governors of such entity or such affiliate.
 8279         (b) “Beneficial owner” means any person who, directly or
 8280  indirectly, through any contract, arrangement, or understanding,
 8281  other than a revocable proxy, has or shares the power to vote,
 8282  or to direct the voting of, shares; except that a member of a
 8283  national securities exchange is not deemed to be a beneficial
 8284  owner of securities held directly or indirectly by it on behalf
 8285  of another person if the member is precluded by the rules of the
 8286  exchange from voting without instruction on contested matters or
 8287  matters that may affect substantially the rights or privileges
 8288  of the holders of the securities to be voted. When two or more
 8289  persons agree to act together for the purpose of voting their
 8290  shares of the corporation, each member of the group formed
 8291  thereby is deemed to have acquired beneficial ownership, as of
 8292  the date of the agreement, of all shares having voting power of
 8293  the corporation beneficially owned by any member of the group.
 8294         (c) “Excluded shares” means shares acquired pursuant to an
 8295  offer for all shares having voting power if the offer was made
 8296  within 1 year before the corporate action for consideration of
 8297  the same kind and of a value equal to or less than that paid in
 8298  connection with the corporate action.
 8299         (7)(6) “Preferred shares” means a class or series of shares
 8300  the holders of which have preference over any other class or
 8301  series of shares with respect to distributions.
 8302         (7) “Record shareholder” means the person in whose name
 8303  shares are registered in the records of the corporation or the
 8304  beneficial owner of shares to the extent of the rights granted
 8305  by a nominee certificate on file with the corporation.
 8306         (8) “Senior executive” means the chief executive officer,
 8307  chief operating officer, chief financial officer, or any
 8308  individual anyone in charge of a principal business unit or
 8309  function.
 8310         (9) Notwithstanding s. 607.01401(67), “shareholder” means
 8311  both a record shareholder, and a beneficial shareholder, and a
 8312  voting trust beneficial owner.
 8313         Section 161. Section 607.1302, Florida Statutes, is amended
 8314  to read:
 8315         607.1302 Right of shareholders to appraisal.—
 8316         (1) A shareholder of a domestic corporation is entitled to
 8317  appraisal rights, and to obtain payment of the fair value of
 8318  that shareholder’s shares, in the event of any of the following
 8319  corporate actions:
 8320         (a) Consummation of a domestication or a conversion of such
 8321  corporation pursuant to s. 607.11921 or s. 607.11932, as
 8322  applicable, s. 607.1112 if shareholder approval is required for
 8323  the domestication or the conversion; and the shareholder is
 8324  entitled to vote on the conversion under ss. 607.1103 and
 8325  607.1112(6), or the
 8326         (b) Consummation of a merger to which such corporation is a
 8327  party:
 8328         1. If shareholder approval is required for the merger under
 8329  s. 607.1103 or would be required but for s. 607.11035, except
 8330  that appraisal rights may not be available to any shareholder of
 8331  the corporation with respect to shares of any class or series
 8332  that remains outstanding after consummation of the merger where
 8333  the terms of such class or series have not been materially
 8334  altered; and the shareholder is entitled to vote on the merger
 8335  or
 8336         2. If such corporation is a subsidiary and the merger is
 8337  governed by s. 607.1104;
 8338         (c)(b) Consummation of a share exchange to which the
 8339  corporation is a party as the corporation whose shares will be
 8340  acquired if the shareholder is entitled to vote on the exchange,
 8341  except that appraisal rights are not available to any
 8342  shareholder of the corporation with respect to any class or
 8343  series of shares of the corporation that is not acquired in the
 8344  share exchange exchanged;
 8345         (d)(c) Consummation of a disposition of assets pursuant to
 8346  s. 607.1202 if the shareholder is entitled to vote on the
 8347  disposition, including a sale in dissolution, except that
 8348  appraisal rights shall not be available to any shareholder of
 8349  the corporation with respect to shares or any class or series
 8350  if:
 8351         1. Under the terms of the corporate action approved by the
 8352  shareholders there is to be distributed to shareholders in cash
 8353  the corporation’s net assets, in excess of a reasonable amount
 8354  reserved to meet claims of the type described in ss. 607.1406
 8355  and 607.1407, within 1 year after the shareholders’ approval of
 8356  the action and in accordance with their respective interests
 8357  determined at the time of distribution; and
 8358         2. The disposition of assets is not an interested
 8359  transaction but not including a sale pursuant to court order or
 8360  a sale for cash pursuant to a plan by which all or substantially
 8361  all of the net proceeds of the sale will be distributed to the
 8362  shareholders within 1 year after the date of sale;
 8363         (e)(d) An amendment of the articles of incorporation with
 8364  respect to a the class or series of shares which reduces the
 8365  number of shares of a class or series owned by the shareholder
 8366  to a fraction of a share if the corporation has the obligation
 8367  or the right to repurchase the fractional share so created;
 8368         (f)(e) Any other amendment to the articles of
 8369  incorporation, merger, share exchange, or disposition of assets,
 8370  or amendment to the articles of incorporation, in each case to
 8371  the extent provided by the articles of incorporation, bylaws, or
 8372  a resolution of the board of directors, except that no bylaw or
 8373  board resolution providing for appraisal rights may be amended
 8374  or otherwise altered except by shareholder approval;
 8375         (g) An amendment to the articles of incorporation or bylaws
 8376  of the corporation, the effect of which is to alter or abolish
 8377  voting or other rights with respect to such interest in a manner
 8378  that is adverse to the interest of such shareholder, except as
 8379  the right may be affected by the voting or other rights of new
 8380  shares then being authorized of a new class or series of shares;
 8381         (h) An amendment to the articles of incorporation or bylaws
 8382  of a corporation the effect of which is to adversely affect the
 8383  interest of the shareholder by altering or abolishing appraisal
 8384  rights under this section;
 8385         (i)(f) With regard to a class of shares prescribed in the
 8386  articles of incorporation prior to October 1, 2003, including
 8387  any shares within that class subsequently authorized by
 8388  amendment, any amendment of the articles of incorporation if the
 8389  shareholder is entitled to vote on the amendment and if such
 8390  amendment would adversely affect such shareholder by:
 8391         1. Altering or abolishing any preemptive rights attached to
 8392  any of his or her shares;
 8393         2. Altering or abolishing the voting rights pertaining to
 8394  any of his or her shares, except as such rights may be affected
 8395  by the voting rights of new shares then being authorized of any
 8396  existing or new class or series of shares;
 8397         3. Effecting an exchange, cancellation, or reclassification
 8398  of any of his or her shares, when such exchange, cancellation,
 8399  or reclassification would alter or abolish the shareholder’s
 8400  voting rights or alter his or her percentage of equity in the
 8401  corporation, or effecting a reduction or cancellation of accrued
 8402  dividends or other arrearages in respect to such shares;
 8403         4. Reducing the stated redemption price of any of the
 8404  shareholder’s redeemable shares, altering or abolishing any
 8405  provision relating to any sinking fund for the redemption or
 8406  purchase of any of his or her shares, or making any of his or
 8407  her shares subject to redemption when they are not otherwise
 8408  redeemable;
 8409         5. Making noncumulative, in whole or in part, dividends of
 8410  any of the shareholder’s preferred shares which had theretofore
 8411  been cumulative;
 8412         6. Reducing the stated dividend preference of any of the
 8413  shareholder’s preferred shares; or
 8414         7. Reducing any stated preferential amount payable on any
 8415  of the shareholder’s preferred shares upon voluntary or
 8416  involuntary liquidation;
 8417         (j)(g) An amendment of the articles of incorporation of a
 8418  social purpose corporation to which s. 607.504 or s. 607.505
 8419  applies;
 8420         (k)(h) An amendment of the articles of incorporation of a
 8421  benefit corporation to which s. 607.604 or s. 607.605 applies;
 8422         (l)(i) A merger, domestication, conversion, or share
 8423  exchange of a social purpose corporation to which s. 607.504
 8424  applies; or
 8425         (m)(j) A merger, domestication, conversion, or share
 8426  exchange of a benefit corporation to which s. 607.604 applies.
 8427         (2) Notwithstanding subsection (1), the availability of
 8428  appraisal rights under paragraphs (1)(a), (b), (c), and (d), and
 8429  (e) shall be limited in accordance with the following
 8430  provisions:
 8431         (a) Appraisal rights shall not be available for the holders
 8432  of shares of any class or series of shares which is:
 8433         1. A covered security under s. 18(b)(1)(A) or (B) of the
 8434  Securities Act of 1933 Listed on the New York Stock Exchange or
 8435  the American Stock Exchange or designated as a national market
 8436  system security on an interdealer quotation system by the
 8437  National Association of Securities Dealers, Inc.; or
 8438         2. Not a covered security, but traded in an organized
 8439  market and Not so listed or designated, but has at least 2,000
 8440  shareholders and the outstanding shares of such class or series
 8441  have a market value of at least $20 $10 million, exclusive of
 8442  the value of outstanding such shares held by the corporation’s
 8443  its subsidiaries, by the corporation’s senior executives, by the
 8444  corporation’s directors, and by the corporation’s beneficial
 8445  shareholders and voting trust beneficial owners shareholders
 8446  owning more than 10 percent of the outstanding such shares; or
 8447         3. Issued by an open end management investment company
 8448  registered with the Securities and Exchange Commission under the
 8449  Investment Company Act of 1940 and which may be redeemed at the
 8450  option of the holder at net asset value.
 8451         (b) The applicability of paragraph (a) shall be determined
 8452  as of:
 8453         1. The record date fixed to determine the shareholders
 8454  entitled to receive notice of, and to vote at, the meeting of
 8455  shareholders to act upon the corporate action requiring
 8456  appraisal rights, or, in the case of an offer made pursuant to
 8457  s. 607.11035, the date of such offer; or
 8458         2. If there will be no meeting of shareholders and no offer
 8459  is made pursuant to s. 607.11035, the close of business on the
 8460  day before the consummation of the corporate action or the
 8461  effective date of the amendment of the articles, as applicable
 8462  on which the board of directors adopts the resolution
 8463  recommending such corporate action.
 8464         (c) Paragraph (a) is not shall not be applicable and
 8465  appraisal rights shall be available pursuant to subsection (1)
 8466  for the holders of any class or series of shares where the
 8467  corporate action is an interested transaction who are required
 8468  by the terms of the corporate action requiring appraisal rights
 8469  to accept for such shares anything other than cash or shares of
 8470  any class or any series of shares of any corporation, or any
 8471  other proprietary interest of any other entity, that satisfies
 8472  the standards set forth in paragraph (a) at the time the
 8473  corporate action becomes effective.
 8474         (d) Paragraph (a) shall not be applicable and appraisal
 8475  rights shall be available pursuant to subsection (1) for the
 8476  holders of any class or series of shares if:
 8477         1. Any of the shares or assets of the corporation are being
 8478  acquired or converted, whether by merger, share exchange, or
 8479  otherwise, pursuant to the corporate action by a person, or by
 8480  an affiliate of a person, who:
 8481         a. Is, or at any time in the 1-year period immediately
 8482  preceding approval by the board of directors of the corporate
 8483  action requiring appraisal rights was, the beneficial owner of
 8484  20 percent or more of the voting power of the corporation,
 8485  excluding any shares acquired pursuant to an offer for all
 8486  shares having voting power if such offer was made within 1 year
 8487  prior to the corporate action requiring appraisal rights for
 8488  consideration of the same kind and of a value equal to or less
 8489  than that paid in connection with the corporate action; or
 8490         b. Directly or indirectly has, or at any time in the 1-year
 8491  period immediately preceding approval by the board of directors
 8492  of the corporation of the corporate action requiring appraisal
 8493  rights had, the power, contractually or otherwise, to cause the
 8494  appointment or election of 25 percent or more of the directors
 8495  to the board of directors of the corporation; or
 8496         2. Any of the shares or assets of the corporation are being
 8497  acquired or converted, whether by merger, share exchange, or
 8498  otherwise, pursuant to such corporate action by a person, or by
 8499  an affiliate of a person, who is, or at any time in the 1-year
 8500  period immediately preceding approval by the board of directors
 8501  of the corporate action requiring appraisal rights was, a senior
 8502  executive or director of the corporation or a senior executive
 8503  of any affiliate thereof, and that senior executive or director
 8504  will receive, as a result of the corporate action, a financial
 8505  benefit not generally available to other shareholders as such,
 8506  other than:
 8507         a. Employment, consulting, retirement, or similar benefits
 8508  established separately and not as part of or in contemplation of
 8509  the corporate action;
 8510         b. Employment, consulting, retirement, or similar benefits
 8511  established in contemplation of, or as part of, the corporate
 8512  action that are not more favorable than those existing before
 8513  the corporate action or, if more favorable, that have been
 8514  approved on behalf of the corporation in the same manner as is
 8515  provided in s. 607.0832; or
 8516         c. In the case of a director of the corporation who will,
 8517  in the corporate action, become a director of the acquiring
 8518  entity in the corporate action or one of its affiliates, rights
 8519  and benefits as a director that are provided on the same basis
 8520  as those afforded by the acquiring entity generally to other
 8521  directors of such entity or such affiliate.
 8522         (e) For the purposes of paragraph (d) only, the term
 8523  “beneficial owner” means any person who, directly or indirectly,
 8524  through any contract, arrangement, or understanding, other than
 8525  a revocable proxy, has or shares the power to vote, or to direct
 8526  the voting of, shares, provided that a member of a national
 8527  securities exchange shall not be deemed to be a beneficial owner
 8528  of securities held directly or indirectly by it on behalf of
 8529  another person solely because such member is the recordholder of
 8530  such securities if the member is precluded by the rules of such
 8531  exchange from voting without instruction on contested matters or
 8532  matters that may affect substantially the rights or privileges
 8533  of the holders of the securities to be voted. When two or more
 8534  persons agree to act together for the purpose of voting their
 8535  shares of the corporation, each member of the group formed
 8536  thereby shall be deemed to have acquired beneficial ownership,
 8537  as of the date of such agreement, of all voting shares of the
 8538  corporation beneficially owned by any member of the group.
 8539         (3) Notwithstanding any other provision of this section,
 8540  the articles of incorporation as originally filed or any
 8541  amendment to the articles of incorporation thereto may limit or
 8542  eliminate appraisal rights for any class or series of preferred
 8543  shares, except that:
 8544         (a) No such limitation or elimination shall be effective if
 8545  the class or series does not have the right to vote separately
 8546  as a voting group, alone or as part of a group, on the action or
 8547  if the action is a domestication under s. 607.11920 or a
 8548  conversion under s. 607.11901, or a merger having a similar
 8549  effect as a domestication or conversion in which the
 8550  domesticated eligible entity or the converted eligible entity is
 8551  an eligible entity; and
 8552         (b)but Any such limitation or elimination contained in an
 8553  amendment to the articles of incorporation that limits or
 8554  eliminates appraisal rights for any of such shares that are
 8555  outstanding immediately before prior to the effective date of
 8556  such amendment or that the corporation is or may be required to
 8557  issue or sell thereafter pursuant to any conversion, exchange,
 8558  or other right existing immediately before the effective date of
 8559  such amendment shall not apply to any corporate action that
 8560  becomes effective within 1 year after the effective date of such
 8561  amendment of that date if such action would otherwise afford
 8562  appraisal rights.
 8563         (4) A shareholder entitled to appraisal rights under this
 8564  chapter may not challenge a completed corporate action for which
 8565  appraisal rights are available unless such corporate action:
 8566         (a) Was not effectuated in accordance with the applicable
 8567  provisions of this section or the corporation’s articles of
 8568  incorporation, bylaws, or board of directors’ resolution
 8569  authorizing the corporate action; or
 8570         (b) Was procured as a result of fraud or material
 8571  misrepresentation.
 8572         Section 162. Section 607.1303, Florida Statutes, is amended
 8573  to read:
 8574         607.1303 Assertion of rights by nominees and beneficial
 8575  owners.—
 8576         (1) A record shareholder may assert appraisal rights as to
 8577  fewer than all the shares registered in the record shareholder’s
 8578  name but owned by a beneficial shareholder or a voting trust
 8579  beneficial owner only if the record shareholder objects with
 8580  respect to all shares of the class or series owned by the
 8581  beneficial shareholder or a voting trust beneficial owner and
 8582  notifies the corporation in writing of the name and address of
 8583  each beneficial shareholder or voting trust beneficial owner on
 8584  whose behalf appraisal rights are being asserted. The rights of
 8585  a record shareholder who asserts appraisal rights for only part
 8586  of the shares held of record in the record shareholder’s name
 8587  under this subsection shall be determined as if the shares as to
 8588  which the record shareholder objects and the record
 8589  shareholder’s other shares were registered in the names of
 8590  different record shareholders.
 8591         (2) A beneficial shareholder and a voting trust beneficial
 8592  owner may assert appraisal rights as to shares of any class or
 8593  series held on behalf of the shareholder only if such
 8594  shareholder:
 8595         (a) Submits to the corporation the record shareholder’s
 8596  written consent to the assertion of such rights no later than
 8597  the date referred to in s. 607.1322(2)(b)2.
 8598         (b) Does so with respect to all shares of the class or
 8599  series that are beneficially owned by the beneficial shareholder
 8600  or the voting trust beneficial owner.
 8601         Section 163. Subsections (1) and (3) of section 607.1320,
 8602  Florida Statutes, are amended, and subsections (4) and (5) are
 8603  added to that section, to read:
 8604         607.1320 Notice of appraisal rights.—
 8605         (1) If a proposed corporate action described in s.
 8606  607.1302(1) is to be submitted to a vote at a shareholders’
 8607  meeting, the meeting notice (or, where no approval of such
 8608  action is required pursuant to s. 607.11035, the offer made
 8609  pursuant to s. 607.11035), must state that the corporation has
 8610  concluded that shareholders are, are not, or may be entitled to
 8611  assert appraisal rights under this chapter. If the corporation
 8612  concludes that appraisal rights are or may be available, a copy
 8613  of ss. 607.1301-607.1340 ss. 607.1301-607.1333 must accompany
 8614  the meeting notice or offer sent to those record shareholders
 8615  entitled to exercise appraisal rights.
 8616         (3) If a the proposed corporate action described in s.
 8617  607.1302(1) is to be approved by written consent of the
 8618  shareholders pursuant to s. 607.0704:
 8619         (a) Written notice that appraisal rights are, are not, or
 8620  may be available must be sent to each shareholder from whom a
 8621  consent is solicited at the time consent of such shareholder is
 8622  first solicited, and, if the corporation has concluded that
 8623  appraisal rights are or may be available, a copy of ss.
 8624  607.1301-607.1340 must accompany such written notice; and
 8625         (b) Written notice that appraisal rights are, are not, or
 8626  may be available must be delivered, at least 10 days before the
 8627  corporate action becomes effective, to all nonconsenting and
 8628  nonvoting shareholders, and, if the corporation has concluded
 8629  that appraisal rights are or may be available, a copy of ss.
 8630  607.1301-607.1340 must accompany such written notice.
 8631         (4) Where a corporate action described in s. 607.1302(1) is
 8632  proposed or a merger pursuant to s. 607.1104 is effected, and
 8633  the corporation concludes that appraisal rights are or may be
 8634  available, the notice referred to in subsection (1), paragraph
 8635  (3)(a), or paragraph (3)(b) must be accompanied by:
 8636         (a) Financial statements of the corporation that issued the
 8637  shares that may be or are subject to appraisal rights,
 8638  consisting of a balance sheet as of the end of the fiscal year
 8639  ending not more than 16 months before the date of the notice, an
 8640  income statement for that fiscal year, and a cash flow statement
 8641  for that fiscal year; however, if such financial statements are
 8642  not reasonably available, the corporation must provide
 8643  reasonably equivalent financial information; and
 8644         (b) The latest available interim financial statements,
 8645  including year-to-date through the end of the interim period, of
 8646  such corporation, if any.
 8647         (5) The right to receive the information described in
 8648  subsection (4) may be waived in writing by a shareholder before
 8649  or after the corporate action is effected other than by a
 8650  shareholders’ meeting, the notice referred to in subsection (1)
 8651  must be sent to all shareholders at the time that consents are
 8652  first solicited pursuant to s. 607.0704, whether or not consents
 8653  are solicited from all shareholders, and include the materials
 8654  described in s. 607.1322.
 8655         Section 164. Section 607.1321, Florida Statutes, is amended
 8656  to read:
 8657         607.1321 Notice of intent to demand payment.—
 8658         (1) If a proposed corporate action requiring appraisal
 8659  rights under s. 607.1302 is submitted to a vote at a
 8660  shareholders’ meeting, or is submitted to a shareholder pursuant
 8661  to a consent vote under s. 607.0704, a shareholder who wishes to
 8662  assert appraisal rights with respect to any class or series of
 8663  shares:
 8664         (a) Must deliver to the corporation before the vote is
 8665  taken, or within 20 days after receiving the notice pursuant to
 8666  s. 607.1320(3) if action is to be taken without a shareholder
 8667  meeting, written notice of the shareholder’s intent to demand
 8668  payment if the proposed corporate action is effectuated; and.
 8669         (b) Must not vote, or cause or permit to be voted, any
 8670  shares of such class or series in favor of the proposed
 8671  corporate action.
 8672         (2) If a proposed corporate action requiring appraisal
 8673  rights under s. 607.1302 is to be approved by written consent, a
 8674  shareholder who wishes to assert appraisal rights with respect
 8675  to any class or series of shares must not sign a consent in
 8676  favor of the proposed corporate action with respect to that
 8677  class or series of shares.
 8678         (3) If a proposed corporate action specified in s.
 8679  607.1302(1) does not require shareholder approval pursuant to s.
 8680  607.11035, a shareholder who wishes to assert appraisal rights
 8681  with respect to any class or series of shares:
 8682         (a) Must deliver to the corporation before the shares are
 8683  purchased pursuant to the offer a written notice of the
 8684  shareholder’s intent to demand payment if the proposed action is
 8685  effected; and
 8686         (b) Must not tender, or cause or permit to be tendered, any
 8687  shares of such class or series in response to such offer.
 8688         (4)(2) A shareholder who may otherwise be entitled to
 8689  appraisal rights but does not satisfy the requirements of
 8690  subsections (1), (2), or (3) subsection (1) is not entitled to
 8691  payment under this chapter.
 8692         Section 165. Section 607.1322, Florida Statutes, is amended
 8693  to read:
 8694         607.1322 Appraisal notice and form.—
 8695         (1) If a proposed corporate action requiring appraisal
 8696  rights under s. 607.1302(1) becomes effective, the corporation
 8697  must deliver a written appraisal notice and form required by
 8698  paragraph (2)(a) to all shareholders who satisfied the
 8699  requirements of s. 607.1321(1), (2), or (3) s. 607.1321. In the
 8700  case of a merger under s. 607.1104, the parent must deliver a
 8701  written appraisal notice and form to all record shareholders who
 8702  may be entitled to assert appraisal rights.
 8703         (2) The appraisal notice must be delivered sent no earlier
 8704  than the date the corporate action became effective, and no
 8705  later than 10 days after such date, and must:
 8706         (a) Supply a form that specifies the date that the
 8707  corporate action became effective and that provides for the
 8708  shareholder to state:
 8709         1. The shareholder’s name and address.
 8710         2. The number, classes, and series of shares as to which
 8711  the shareholder asserts appraisal rights.
 8712         3. That the shareholder did not vote for or consent to the
 8713  transaction.
 8714         4. Whether the shareholder accepts the corporation’s offer
 8715  as stated in subparagraph (b)4.
 8716         5. If the offer is not accepted, the shareholder’s
 8717  estimated fair value of the shares and a demand for payment of
 8718  the shareholder’s estimated value plus accrued interest.
 8719         (b) State:
 8720         1. Where the form must be sent and where certificates for
 8721  certificated shares must be deposited and the date by which
 8722  those certificates must be deposited, which date may not be
 8723  earlier than the date by which the corporation must receive for
 8724  receiving the required form under subparagraph 2.
 8725         2. A date by which the corporation must receive the form,
 8726  which date may not be fewer than 40 nor more than 60 days after
 8727  the date the subsection (1) appraisal notice and form are sent,
 8728  and state that the shareholder shall have waived the right to
 8729  demand appraisal with respect to the shares unless the form is
 8730  received by the corporation by such specified date.
 8731         3. The corporation’s estimate of the fair value of the
 8732  shares.
 8733         4. An offer to each shareholder who is entitled to
 8734  appraisal rights to pay the corporation’s estimate of fair value
 8735  set forth in subparagraph 3.
 8736         5. That, if requested in writing, the corporation will
 8737  provide to the shareholder so requesting, within 10 days after
 8738  the date specified in subparagraph 2., the number of
 8739  shareholders who return the forms by the specified date and the
 8740  total number of shares owned by them.
 8741         6. The date by which the notice to withdraw under s.
 8742  607.1323 must be received, which date must be within 20 days
 8743  after the date specified in subparagraph 2.
 8744         (c) If not previously provided, be accompanied by a copy of
 8745  ss. 607.1301-607.1340
 8746         (c) Be accompanied by:
 8747         1. Financial statements of the corporation that issued the
 8748  shares to be appraised, consisting of a balance sheet as of the
 8749  end of the fiscal year ending not more than 15 months prior to
 8750  the date of the corporation’s appraisal notice, an income
 8751  statement for that year, a cash flow statement for that year,
 8752  and the latest available interim financial statements, if any.
 8753         2. A copy of ss. 607.1301-607.1333.
 8754         Section 166. Subsections (1) and (3) of section 607.1323,
 8755  Florida Statutes, are amended to read:
 8756         607.1323 Perfection of rights; right to withdraw.—
 8757         (1) A shareholder who receives notice pursuant to s.
 8758  607.1322 and who wishes to exercise appraisal rights must sign
 8759  execute and return the form received pursuant to s. 607.1322(1)
 8760  and, in the case of certificated shares, deposit the
 8761  shareholder’s certificates in accordance with the terms of the
 8762  notice by the date referred to in the notice pursuant to s.
 8763  607.1322(2)(b)2. Once a shareholder deposits that shareholder’s
 8764  certificates or, in the case of uncertificated shares, returns
 8765  the signed executed forms, that shareholder loses all rights as
 8766  a shareholder, unless the shareholder withdraws pursuant to
 8767  subsection (2).
 8768         (3) A shareholder who does not sign execute and return the
 8769  form and, in the case of certificated shares, deposit that
 8770  shareholder’s share certificates if required, each by the date
 8771  set forth in the notice described in s. 607.1322(2) subsection
 8772  (2), shall not be entitled to payment under ss. 607.1301
 8773  607.1340 this chapter.
 8774         Section 167. Subsection (2) of section 607.1324, Florida
 8775  Statutes, is amended to read:
 8776         607.1324 Shareholder’s acceptance of corporation’s offer.—
 8777         (2) Upon payment of the agreed value, the shareholder shall
 8778  cease to have any right to receive any further consideration
 8779  with respect to such interest in the shares.
 8780         Section 168. Section 607.1326, Florida Statutes, is amended
 8781  to read:
 8782         607.1326 Procedure if shareholder is dissatisfied with
 8783  offer.—
 8784         (1) A shareholder who is dissatisfied with the
 8785  corporation’s offer as set forth pursuant to s. 607.1322(2)(b)4.
 8786  must notify the corporation on the form provided pursuant to s.
 8787  607.1322(1) of that shareholder’s estimate of the fair value of
 8788  the shares and demand payment of that estimate plus accrued
 8789  interest.
 8790         (2) A shareholder who fails to notify the corporation in
 8791  writing of that shareholder’s demand to be paid the
 8792  shareholder’s stated estimate of the fair value plus accrued
 8793  interest under subsection (1) within the timeframe set forth in
 8794  s. 607.1322(2)(b)2. waives the right to demand payment under
 8795  this section and shall be entitled only to the payment offered
 8796  by the corporation pursuant to s. 607.1322(2)(b)4.
 8797         Section 169. Subsections (1), (2), (5), and (6) of section
 8798  607.1330, Florida Statutes, are amended to read:
 8799         607.1330 Court action.—
 8800         (1) If a shareholder makes demand for payment under s.
 8801  607.1326 which remains unsettled, the corporation shall commence
 8802  a proceeding within 60 days after receiving the payment demand
 8803  and petition the court to determine the fair value of the shares
 8804  and accrued interest from the date of the corporate action. If
 8805  the corporation does not commence the proceeding within the 60
 8806  day period, any shareholder who has made a demand pursuant to s.
 8807  607.1326 may commence the proceeding in the name of the
 8808  corporation.
 8809         (2) The proceeding shall be commenced in the circuit court
 8810  in the applicable county. If by virtue of the corporate action
 8811  becoming effective the entity has become a foreign eligible
 8812  entity appropriate court of the county in which the
 8813  corporation’s principal office, or, if none, its registered
 8814  office, in this state is located. If the corporation is a
 8815  foreign corporation without a registered office in this state,
 8816  the proceeding shall be commenced in the county in this state in
 8817  which the principal office or registered office of the domestic
 8818  corporation merged with the foreign eligible entity corporation
 8819  was located immediately before the time the corporate action
 8820  became effective. If such entity has, and immediately before the
 8821  corporate action became effective had, no principal or
 8822  registered office in this state, then the proceeding shall be
 8823  commenced in the county in this state in which the corporation
 8824  has, or immediately before the time the corporate action became
 8825  effective had, an office in this state. If such entity has, or
 8826  immediately before the time the corporate action became
 8827  effective had, no office in this state, the proceeding shall be
 8828  commenced in the county in which the corporation’s registered
 8829  office is or was last located at the time of the transaction.
 8830         (5) Each shareholder made a party to the proceeding is
 8831  entitled to judgment for the amount of the fair value of such
 8832  shareholder’s shares, plus accrued interest, as found by the
 8833  court.
 8834         (6) The corporation shall pay each such shareholder the
 8835  amount found to be due within 10 days after final determination
 8836  of the proceedings. Upon payment of the judgment, the
 8837  shareholder shall cease to have any rights to receive any
 8838  further consideration with respect to such shares other than any
 8839  amounts ordered to be paid for court costs and attorney fees
 8840  under s. 607.1331 interest in the shares.
 8841         Section 170. Subsection (4) of section 607.1331, Florida
 8842  Statutes, is amended to read:
 8843         607.1331 Court costs and counsel fees.—
 8844         (4) To the extent the corporation fails to make a required
 8845  payment pursuant to s. 607.1324, the shareholder may sue
 8846  directly for the amount owed and, to the extent successful,
 8847  shall be entitled to recover from the corporation all costs and
 8848  expenses of the suit, including attorney counsel fees.
 8849         Section 171. Section 607.1332, Florida Statutes, is amended
 8850  to read:
 8851         607.1332 Disposition of acquired shares.—Shares acquired by
 8852  a corporation pursuant to payment of the agreed value thereof or
 8853  pursuant to payment of the judgment entered therefor, as
 8854  provided in this chapter, may be held and disposed of by such
 8855  corporation as authorized but unissued shares of the
 8856  corporation, except that, in the case of a merger or share
 8857  exchange, they may be held and disposed of as the plan of merger
 8858  or share exchange otherwise provides. The shares of the survivor
 8859  surviving corporation into which the shares of such shareholders
 8860  demanding appraisal rights would have been converted had they
 8861  assented to the merger shall have the status of authorized but
 8862  unissued shares of the survivor surviving corporation.
 8863         Section 172. Subsection (1) of section 607.1333, Florida
 8864  Statutes, is amended to read:
 8865         607.1333 Limitation on corporate payment.—
 8866         (1) No payment shall be made to a shareholder seeking
 8867  appraisal rights if, at the time of payment, the corporation is
 8868  unable to meet the distribution standards of s. 607.06401. In
 8869  such event, the shareholder shall, at the shareholder’s option:
 8870         (a) Withdraw his or her notice of intent to assert
 8871  appraisal rights, which shall in such event be deemed withdrawn
 8872  with the consent of the corporation; or
 8873         (b) Retain his or her status as a claimant against the
 8874  corporation and, if it is liquidated, be subordinated to the
 8875  rights of creditors of the corporation, but have rights superior
 8876  to the shareholders not asserting appraisal rights, and if the
 8877  corporation it is not liquidated, retain his or her right to be
 8878  paid for the shares, which right the corporation shall be
 8879  obliged to satisfy when the restrictions of this section do not
 8880  apply.
 8881         Section 173. Section 607.1340, Florida Statutes, is created
 8882  to read:
 8883         607.1340 Other remedies limited.—
 8884         (1) A shareholder entitled to appraisal rights under this
 8885  chapter may not challenge a completed corporate action for which
 8886  appraisal rights are available unless such corporate action was
 8887  either:
 8888         (a) Not authorized and approved in accordance with the
 8889  applicable provisions of this chapter;
 8890         (b) Procured as a result of fraud, a material
 8891  misrepresentation, or an omission of a material fact necessary
 8892  to make statements made, in light of the circumstances in which
 8893  they were made, not misleading.
 8894         (2) Nothing in this section operates to override or
 8895  supersede the provisions of s. 607.0832.
 8896         Section 174. Section 607.1401, Florida Statutes, is amended
 8897  to read:
 8898         607.1401 Dissolution by incorporators or directors.—If a
 8899  corporation has not yet issued shares, its board of directors,
 8900  or a majority of incorporators if it has no board of directors,
 8901  A majority of the incorporators or directors of a corporation
 8902  that has not issued shares or has not commenced business may
 8903  dissolve the corporation by delivering to the department of
 8904  State for filing articles of dissolution that must set forth:
 8905         (1) The name of the corporation;
 8906         (2) The date of its incorporation filing of its articles of
 8907  incorporation;
 8908         (3) Either:
 8909         (a) That none of the corporation’s shares have been issued,
 8910  or
 8911         (b) That the corporation has not commenced business;
 8912         (4) That no debt of the corporation remains unpaid;
 8913         (5) That the net assets of the corporation remaining after
 8914  winding up, if any, have been distributed to the shareholders,
 8915  if shares were issued; and
 8916         (6) That a majority of the incorporators or directors
 8917  authorized the dissolution.
 8918         Section 175. Subsections (1) through (5) of section
 8919  607.1402, Florida Statutes, are amended to read:
 8920         607.1402 Dissolution by board of directors and
 8921  shareholders; dissolution by written consent of shareholders.—
 8922         (1) A corporation’s board of directors may propose
 8923  dissolution for submission to the shareholders by first adopting
 8924  a resolution authorizing the dissolution.
 8925         (2)(a) For a proposal to dissolve to be adopted, it must be
 8926  approved by the shareholders pursuant to subsection (5).
 8927         (b) In submitting the proposal to dissolve to the
 8928  shareholders for approval,:
 8929         (a) the board of directors must recommend that dissolution
 8930  to the shareholders approve the dissolution, unless:
 8931         1. The board of directors determines that because of
 8932  conflict of interest or other special circumstances it should
 8933  make no recommendation; or
 8934         2. Section 607.0826 applies.
 8935         (c) If either subparagraph (b)1. or subparagraph (b)2.
 8936  applies, the board must inform the shareholders of the basis for
 8937  its so proceeding without such recommendation and communicates
 8938  the basis for its determination to the shareholders; and
 8939         (b) The shareholders entitled to vote must approve the
 8940  proposal to dissolve as provided in subsection (5).
 8941         (3) The board of directors may set conditions for the
 8942  approval condition its submission of the proposal for
 8943  dissolution by shareholders or for the effectiveness of the
 8944  dissolution on any basis.
 8945         (4) If the approval of the shareholders is to be given at a
 8946  meeting, the corporation shall notify, in accordance with s.
 8947  607.0705, each shareholder of record, regardless of whether or
 8948  not entitled to vote, of the meeting of shareholders at which
 8949  the dissolution is to be submitted for approval proposed
 8950  shareholders’ meeting in accordance with s. 607.0705. The notice
 8951  must also state that the purpose, or one of the purposes, of the
 8952  meeting is to consider dissolving the corporation.
 8953         (5) Unless the articles of incorporation or the board of
 8954  directors (acting pursuant to subsection (3)) require a greater
 8955  vote or a vote by voting groups, the proposal to dissolve to be
 8956  adopted must be approved by a majority of all the votes entitled
 8957  to be cast on the proposal to dissolve that proposal.
 8958         Section 176. Section 607.1403, Florida Statutes, is amended
 8959  to read:
 8960         607.1403 Articles of dissolution.—
 8961         (1) At any time after dissolution is authorized, the
 8962  corporation may dissolve by delivering to the department of
 8963  State for filing articles of dissolution which must shall be
 8964  signed executed in accordance with s. 607.0120 and which must
 8965  shall set forth:
 8966         (a) The name of the corporation;
 8967         (b) The date dissolution was authorized;
 8968         (c) If dissolution was approved by the shareholders, a
 8969  statement that the proposal to dissolve was duly approved by the
 8970  shareholders in the manner required by this chapter and by the
 8971  articles of incorporation number cast for dissolution by the
 8972  shareholders was sufficient for approval.
 8973         (d) If dissolution was approved by the shareholders and if
 8974  voting by voting groups was required, a statement that the
 8975  number cast for dissolution by the shareholders was sufficient
 8976  for approval must be separately provided for each voting group
 8977  entitled to vote separately on the plan to dissolve.
 8978         (2) The articles of dissolution shall take effect at the
 8979  effective date determined pursuant to s. 607.0123. A corporation
 8980  is dissolved upon the effective date of its articles of
 8981  dissolution.
 8982         (3) For purposes of ss. 607.1401-607.1410, “dissolved
 8983  corporation” means a corporation whose articles of dissolution
 8984  have become effective and includes a successor entity. Further,
 8985  for the purposes of this subsection, the term “successor entity”
 8986  includes a trust, receivership, or other legal entity governed
 8987  by the laws of this state to which the remaining assets and
 8988  liabilities of a dissolved corporation are transferred and which
 8989  exists solely for the purposes of prosecuting and defending
 8990  suits by or against the dissolved corporation, thereby enabling
 8991  the dissolved corporation to settle and close the business of
 8992  the dissolved corporation, to dispose of and convey the property
 8993  of the dissolved corporation, to discharge the liabilities of
 8994  the dissolved corporation, and to distribute to the dissolved
 8995  corporation’s shareholders any remaining assets, but not for the
 8996  purpose of continuing the activities and affairs for which the
 8997  dissolved corporation was organized.
 8998         Section 177. Subsection (3) of section 607.1404, Florida
 8999  Statutes, is amended to read:
 9000         607.1404 Revocation of dissolution.—
 9001         (3) After the revocation of dissolution is authorized, the
 9002  corporation may revoke the dissolution by delivering to the
 9003  department, within the 120-day period following the effective
 9004  date of the articles of dissolution, of State for filing
 9005  articles of revocation of dissolution, together with a copy of
 9006  its articles of dissolution, that set forth:
 9007         (a) The name of the corporation;
 9008         (b) The effective date of the dissolution that was revoked;
 9009         (c) The date that the revocation of dissolution was
 9010  authorized;
 9011         (d) If the corporation’s board of directors or
 9012  incorporators revoked the dissolution, a statement to that
 9013  effect;
 9014         (e) If the corporation’s board of directors revoked a
 9015  dissolution authorized by the shareholders, a statement that
 9016  revocation was permitted by action by the board of directors
 9017  alone pursuant to that authorization; and
 9018         (f) If shareholder action was required to revoke the
 9019  dissolution, a statement that the revocation was authorized by
 9020  the shareholders in the manner required by this chapter and by
 9021  the articles of incorporation the information required by s.
 9022  607.1403(1)(c) or (d).
 9023         Section 178. Section 607.1405, Florida Statutes, is amended
 9024  to read:
 9025         607.1405 Effect of dissolution.—
 9026         (1) A dissolved corporation that has dissolved continues
 9027  its corporate existence but the dissolved corporation may not
 9028  carry on any business except that appropriate to wind up and
 9029  liquidate its business and affairs, including:
 9030         (a) Collecting its assets;
 9031         (b) Disposing of its properties that will not be
 9032  distributed in kind to its shareholders;
 9033         (c) Discharging or making provision for discharging its
 9034  liabilities;
 9035         (d) Making distributions of its remaining assets
 9036  Distributing its remaining property among its shareholders
 9037  according to their interests; and
 9038         (e) Doing every other act necessary to wind up and
 9039  liquidate its business and affairs.
 9040         (2) Dissolution of a corporation does not:
 9041         (a) Transfer title to the corporation’s property;
 9042         (b) Prevent transfer of its shares or securities, although
 9043  the authorization to dissolve may provide for closing the
 9044  corporation’s share transfer records;
 9045         (c) Subject its directors or officers to standards of
 9046  conduct different from those prescribed in ss. 607.0801-607.0859
 9047  ss. 607.0801-607.0850 except as provided in s. 607.1421(4);
 9048         (d) Change quorum or voting requirements for its board of
 9049  directors or shareholders; change provisions for selection,
 9050  resignation, or removal of its directors or officers or both; or
 9051  change provisions for amending its bylaws;
 9052         (e) Prevent commencement of a proceeding by or against the
 9053  corporation in its corporate name;
 9054         (f) Abate or suspend a proceeding pending by or against the
 9055  corporation on the effective date of dissolution; or
 9056         (g) Terminate the authority of the registered agent of the
 9057  corporation.
 9058         (3) A distribution in liquidation under this section may
 9059  only be made by a dissolved corporation. For purposes of
 9060  determining the shareholders entitled to receive a distribution
 9061  in liquidation, the board of directors may fix a record date for
 9062  determining shareholders entitled to a distribution in
 9063  liquidation, which date may not be retroactive. If the board of
 9064  directors does not fix a record date for determining
 9065  shareholders entitled to a distribution in liquidation, the
 9066  record date is the date the board of directors authorizes the
 9067  distribution in liquidation.
 9068         (4) The directors, officers, and agents of a corporation
 9069  dissolved pursuant to s. 607.1403 shall not incur any personal
 9070  liability thereby by reason of their status as directors,
 9071  officers, and agents of a dissolved corporation, as
 9072  distinguished from a corporation which is not dissolved.
 9073         (5)(4) The name of a dissolved corporation is not shall not
 9074  be available for assumption or use by another eligible entity
 9075  until 1 year corporation until 120 days after the effective date
 9076  of dissolution unless the dissolved corporation provides the
 9077  department of State with a record an affidavit, signed as
 9078  required by executed pursuant to s. 607.0120, permitting the
 9079  immediate assumption or use of the name by another eligible
 9080  entity corporation.
 9081         (6)(5) For purposes of this section, the circuit court may
 9082  appoint a trustee, custodian, or receiver for any property owned
 9083  or acquired by the corporation who may engage in any act
 9084  permitted under subsection (1) if any director or officer of the
 9085  dissolved corporation is unwilling or unable to serve or cannot
 9086  be located.
 9087         Section 179. Section 607.1406, Florida Statutes, is amended
 9088  to read:
 9089         607.1406 Known claims against dissolved corporation.—
 9090         (1) A dissolved corporation may dispose of the known claims
 9091  against it by giving written notice that satisfies the
 9092  requirements of subsection (2) to its known claimants at any
 9093  time after the effective date of the dissolution, but no later
 9094  than the date that is 270 days before the date which is 3 years
 9095  after the effective date of the dissolution.
 9096         (2)The written notice must:
 9097         (a) State the name of the corporation that is the subject
 9098  of the dissolution;
 9099         (b) State that the corporation is the subject of a
 9100  dissolution and the effective date of the dissolution;
 9101         (c) Specify the information that must be included in a
 9102  claim;
 9103         (d) State that a claim must be in writing and provide a
 9104  mailing address where a claim may be sent;
 9105         (e) State the deadline, which may not be fewer than 120
 9106  days after the date the written notice is received by the
 9107  claimant, by which the dissolved corporation must receive the
 9108  claim;
 9109         (f) State that the claim will be barred if not received by
 9110  the deadline;
 9111         (g) State that the dissolved corporation may make
 9112  distributions thereafter to other claimants and to the dissolved
 9113  corporation’s shareholders or persons interested without further
 9114  notice; and
 9115         (h)Be accompanied by a copy of ss. 607.1405-607.1410.
 9116         (3) A dissolved corporation may reject, in whole or in
 9117  part, a claim submitted by a claimant and received prior to the
 9118  deadline specified in the written notice given pursuant to
 9119  subsections (1) and (2) by mailing notice of the rejection to
 9120  the claimant on or before the date that is the earlier of 90
 9121  days after the dissolved corporation receives the claim or the
 9122  date that is 150 days before the date which is 3 years after the
 9123  effective date of the dissolution. A rejection notice sent by
 9124  the dissolved corporation pursuant to this subsection must state
 9125  that the claim will be barred unless the claimant, not later
 9126  than 120 days after the claimant receives the rejection notice,
 9127  commences an action in the circuit court in the applicable
 9128  county against the dissolved corporation to enforce the claim.
 9129         (4) A claim against the dissolved corporation is barred:
 9130         (a) If a claimant who was given written notice pursuant to
 9131  subsections (1) and (2) does not deliver the claim to the
 9132  dissolved corporation by the specified deadline; or
 9133         (b) If the claim was timely received by the dissolved
 9134  corporation but was timely rejected by the dissolved corporation
 9135  under subsection (3) and the claimant does not commence the
 9136  required action in the applicable county within 120 days after
 9137  the claimant receives the rejection notice.
 9138         (5)(a) For purposes of this section, “known claims” means
 9139  any claim or liability that, as of the date of the giving of the
 9140  written notice contemplated by subsections (1) and (2):
 9141         1. Has matured sufficiently on or prior to the effective
 9142  date of the dissolution to be legally capable of assertion
 9143  against the dissolved corporation; or
 9144         2. Is unmatured as of the effective date of the dissolution
 9145  but will mature in the future solely based on the passage of
 9146  time.
 9147         (b) The term “known claims” does not include a claim based
 9148  on an event occurring after the effective date of the
 9149  dissolution or a claim that is a contingent claim.
 9150         (6) The giving of any notice pursuant to this section does
 9151  not revive any claim then barred or constitute acknowledgment by
 9152  the dissolved corporation that any person to whom such notice is
 9153  sent is a proper claimant and does not operate as a waiver of
 9154  any defense or counterclaim in respect of any claim asserted by
 9155  any person to whom such notice is sent.
 9156         (1) A dissolved corporation or successor entity, as defined
 9157  in subsection (15), may dispose of the known claims against it
 9158  by following the procedures described in subsections (2), (3),
 9159  and (4).
 9160         (2) The dissolved corporation or successor entity shall
 9161  deliver to each of its known claimants written notice of the
 9162  dissolution at any time after its effective date. The written
 9163  notice shall:
 9164         (a) Provide a reasonable description of the claim that the
 9165  claimant may be entitled to assert;
 9166         (b) State whether the claim is admitted or not admitted, in
 9167  whole or in part, and, if admitted:
 9168         1. The amount that is admitted, which may be as of a given
 9169  date; and
 9170         2. Any interest obligation if fixed by an instrument of
 9171  indebtedness;
 9172         (c) Provide a mailing address where a claim may be sent;
 9173         (d) State the deadline, which may not be fewer than 120
 9174  days after the effective date of the written notice, by which
 9175  confirmation of the claim must be delivered to the dissolved
 9176  corporation or successor entity; and
 9177         (e) State that the corporation or successor entity may make
 9178  distributions thereafter to other claimants and the
 9179  corporation’s shareholders or persons interested as having been
 9180  such without further notice.
 9181         (3) A dissolved corporation or successor entity may reject,
 9182  in whole or in part, any claim made by a claimant pursuant to
 9183  this subsection by mailing notice of such rejection to the
 9184  claimant within 90 days after receipt of such claim and, in all
 9185  events, at least 150 days before expiration of 3 years following
 9186  the effective date of dissolution. A notice sent by the
 9187  dissolved corporation or successor entity pursuant to this
 9188  subsection shall be accompanied by a copy of this section.
 9189         (4) A dissolved corporation or successor entity electing to
 9190  follow the procedures described in subsections (2) and (3) shall
 9191  also give notice of the dissolution of the corporation to
 9192  persons with known claims, that are contingent upon the
 9193  occurrence or nonoccurrence of future events or otherwise
 9194  conditional or unmatured, and request that such persons present
 9195  such claims in accordance with the terms of such notice. Such
 9196  notice shall be in substantially the same form, and sent in the
 9197  same manner, as described in subsection (2).
 9198         (5) A dissolved corporation or successor entity shall offer
 9199  any claimant whose known claim is contingent, conditional, or
 9200  unmatured such security as the corporation or such entity
 9201  determines is sufficient to provide compensation to the claimant
 9202  if the claim matures. The dissolved corporation or successor
 9203  entity shall deliver such offer to the claimant within 90 days
 9204  after receipt of such claim and, in all events, at least 150
 9205  days before expiration of 3 years following the effective date
 9206  of dissolution. If the claimant offered such security does not
 9207  deliver in writing to the dissolved corporation or successor
 9208  entity a notice rejecting the offer within 120 days after
 9209  receipt of such offer for security, the claimant is deemed to
 9210  have accepted such security as the sole source from which to
 9211  satisfy his or her claim against the corporation.
 9212         (6) A dissolved corporation or successor entity which has
 9213  given notice in accordance with subsections (2) and (4) shall
 9214  petition the circuit court in the county where the corporation’s
 9215  principal office is located or was located at the effective date
 9216  of dissolution to determine the amount and form of security that
 9217  will be sufficient to provide compensation to any claimant who
 9218  has rejected the offer for security made pursuant to subsection
 9219  (5).
 9220         (7) A dissolved corporation or successor entity which has
 9221  given notice in accordance with subsection (2) shall petition
 9222  the circuit court in the county where the corporation’s
 9223  principal office is located or was located at the effective date
 9224  of dissolution to determine the amount and form of security
 9225  which will be sufficient to provide compensation to claimants
 9226  whose claims are known to the corporation or successor entity
 9227  but whose identities are unknown. The court shall appoint a
 9228  guardian ad litem to represent all claimants whose identities
 9229  are unknown in any proceeding brought under this subsection. The
 9230  reasonable fees and expenses of such guardian, including all
 9231  reasonable expert witness fees, shall be paid by the petitioner
 9232  in such proceeding.
 9233         (8) The giving of any notice or making of any offer
 9234  pursuant to the provisions of this section shall not revive any
 9235  claim then barred or constitute acknowledgment by the dissolved
 9236  corporation or successor entity that any person to whom such
 9237  notice is sent is a proper claimant and shall not operate as a
 9238  waiver of any defense or counterclaim in respect of any claim
 9239  asserted by any person to whom such notice is sent.
 9240         (9) A dissolved corporation or successor entity which has
 9241  followed the procedures described in subsections (2)-(7):
 9242         (a) Shall pay the claims admitted or made and not rejected
 9243  in accordance with subsection (3);
 9244         (b) Shall post the security offered and not rejected
 9245  pursuant to subsection (5);
 9246         (c) Shall post any security ordered by the circuit court in
 9247  any proceeding under subsections (6) and (7); and
 9248         (d) Shall pay or make provision for all other known
 9249  obligations of the corporation or such successor entity.
 9250  
 9251  Such claims or obligations shall be paid in full, and any such
 9252  provision for payments shall be made in full if there are
 9253  sufficient funds. If there are insufficient funds, such claims
 9254  and obligations shall be paid or provided for according to their
 9255  priority and, among claims of equal priority, ratably to the
 9256  extent of funds legally available therefor. Any remaining funds
 9257  shall be distributed to the shareholders of the dissolved
 9258  corporation; however, such distribution may not be made before
 9259  the expiration of 150 days from the date of the last notice of
 9260  rejections given pursuant to subsection (3). In the absence of
 9261  actual fraud, the judgment of the directors of the dissolved
 9262  corporation or the governing persons of such successor entity as
 9263  to the provisions made for the payment of all obligations under
 9264  paragraph (d) is conclusive.
 9265         (10) A dissolved corporation or successor entity which has
 9266  not followed the procedures described in subsections (2) and (3)
 9267  shall pay or make reasonable provision to pay all known claims
 9268  and obligations, including all contingent, conditional, or
 9269  unmatured claims known to the corporation or such successor
 9270  entity and all claims which are known to the dissolved
 9271  corporation or such successor entity but for which the identity
 9272  of the claimant is unknown. Such claims shall be paid in full,
 9273  and any such provision for payment made shall be made in full if
 9274  there are sufficient funds. If there are insufficient funds,
 9275  such claims and obligations shall be paid or provided for
 9276  according to their priority and, among claims of equal priority,
 9277  ratably to the extent of funds legally available therefor. Any
 9278  remaining funds shall be distributed to the shareholders of the
 9279  dissolved corporation.
 9280         (11) Directors of a dissolved corporation or governing
 9281  persons of a successor entity which has complied with subsection
 9282  (9) or subsection (10) are not personally liable to the
 9283  claimants of the dissolved corporation.
 9284         (12) A shareholder of a dissolved corporation the assets of
 9285  which were distributed pursuant to subsection (9) or subsection
 9286  (10) is not liable for any claim against the corporation in an
 9287  amount in excess of such shareholder’s pro rata share of the
 9288  claim or the amount distributed to the shareholder, whichever is
 9289  less.
 9290         (13) A shareholder of a dissolved corporation, the assets
 9291  of which were distributed pursuant to subsection (9), is not
 9292  liable for any claim against the corporation, which claim is
 9293  known to the corporation or successor entity, on which a
 9294  proceeding is not begun prior to the expiration of 3 years
 9295  following the effective date of dissolution.
 9296         (14) The aggregate liability of any shareholder of a
 9297  dissolved corporation for claims against the dissolved
 9298  corporation arising under this section, s. 607.1407, or
 9299  otherwise, may not exceed the amount distributed to the
 9300  shareholder in dissolution.
 9301         (15) As used in this section or s. 607.1407, the term
 9302  “successor entity” includes any trust, receivership, or other
 9303  legal entity governed by the laws of this state to which the
 9304  remaining assets and liabilities of a dissolved corporation are
 9305  transferred and which exists solely for the purposes of
 9306  prosecuting and defending suits by or against the dissolved
 9307  corporation, enabling the dissolved corporation to settle and
 9308  close the business of the dissolved corporation, to dispose of
 9309  and convey the property of the dissolved corporation, to
 9310  discharge the liabilities of the dissolved corporation, and to
 9311  distribute to the dissolved corporation’s shareholders any
 9312  remaining assets, but not for the purpose of continuing the
 9313  business for which the dissolved corporation was organized.
 9314         Section 180. Section 607.1407, Florida Statutes, is amended
 9315  to read:
 9316         607.1407 Other Unknown claims against dissolved
 9317  corporation.—A dissolved corporation or successor entity, as
 9318  defined in s. 607.1406(15), may choose to execute one of the
 9319  following procedures to resolve payment of unknown claims.
 9320         (1) To resolve any claims other than known claims, a
 9321  dissolved corporation or successor entity may file notice of its
 9322  dissolution with the department of State on the form prescribed
 9323  by the department of State and request that persons with claims
 9324  against the corporation which are not known to the dissolved
 9325  corporation or successor entity present them in accordance with
 9326  the notice. The notice must shall:
 9327         (a) State the name of the corporation that is the subject
 9328  of the and the date of dissolution;
 9329         (b) State that the corporation is the subject of a
 9330  dissolution and the effective date of the dissolution Describe
 9331  the information that must be included in a claim and provide a
 9332  mailing address to which the claim may be sent; and
 9333         (c) Specify the information that must be included in a
 9334  claim;
 9335         (d) State that a claim must be in writing and provide a
 9336  mailing address where a claim may be sent; and
 9337         (e)(c) State that a claim against the corporation under
 9338  this subsection will be barred unless a proceeding to enforce
 9339  the claim is commenced within 4 years after the filing of the
 9340  notice.
 9341         (2) A dissolved corporation or successor entity may, within
 9342  10 days after filing articles of dissolution with the Department
 9343  of State, publish a “Notice of Corporate Dissolution.” The
 9344  notice shall appear once a week for 2 consecutive weeks in a
 9345  newspaper of general circulation in a county in the state in
 9346  which the corporation has its principal office, if any, or, if
 9347  none, in a county in the state in which the corporation owns
 9348  real or personal property. Such newspaper shall meet the
 9349  requirements as are prescribed by law for such purposes. The
 9350  notice shall:
 9351         (a) State the name of the corporation and the date of
 9352  dissolution;
 9353         (b) Describe the information that must be included in a
 9354  claim and provide a mailing address to which the claim may be
 9355  sent; and
 9356         (c) State that a claim against the corporation under this
 9357  subsection will be barred unless a proceeding to enforce the
 9358  claim is commenced within 4 years after the date of the second
 9359  consecutive weekly publication of the notice authorized by this
 9360  section.
 9361         (3) If the dissolved corporation or successor entity
 9362  complies with subsection (1) or subsection (2), unless sooner
 9363  barred by another statute limiting actions, the claim of each of
 9364  the following claimants with known or other claims is barred
 9365  unless the claimant commences a proceeding to enforce the claim
 9366  against the dissolved corporation within 4 years after the date
 9367  of filing the notice with the department of State or the date of
 9368  the second consecutive weekly publication, as applicable:
 9369         (a) A claimant who did not receive written notice under s.
 9370  607.1406 s. 607.1406(9), or whose claim was not provided for
 9371  under s. 607.1406(10), whether such claim is based on an event
 9372  occurring before or after the effective date of dissolution.
 9373         (b) A claimant whose claim was timely sent to the dissolved
 9374  corporation but on which no action was taken by the dissolved
 9375  corporation.
 9376         (c) A claimant whose claim is not a known claim under s.
 9377  607.1406(5)
 9378         (4) A claim may be entered under this section:
 9379         (a) Against the dissolved corporation, to the extent of its
 9380  undistributed assets; or
 9381         (b) If the assets have been distributed in liquidation,
 9382  against a shareholder of the dissolved corporation to the extent
 9383  of such shareholder’s pro rata share of the claim or the
 9384  corporate assets distributed to such shareholder in liquidation,
 9385  whichever is less, provided that the aggregate liability of any
 9386  shareholder of a dissolved corporation arising under this
 9387  section, s. 607.1406, or otherwise may not exceed the amount
 9388  distributed to the shareholder in dissolution.
 9389         (3) Nothing in this section shall preclude or relieve the
 9390  corporation from its notification to claimants otherwise set
 9391  forth in this chapter.
 9392         Section 181. Section 607.1408, Florida Statutes, is created
 9393  to read:
 9394         607.1408 Claims against dissolved corporations;
 9395  enforcement.—A claim that is not barred by s. 607.1406(4), by s.
 9396  607.1407(2), or by another statute limiting actions may be
 9397  enforced:
 9398         (1) Against the dissolved corporation, to the extent of its
 9399  undistributed assets; or
 9400         (2) Except as provided in s. 607.1409(4), if the assets
 9401  have been distributed in liquidation, against a shareholder of
 9402  the dissolved corporation to the extent of the shareholder’s pro
 9403  rata share of the claim or the corporate assets distributed to
 9404  the shareholder in liquidation, whichever is less, provided that
 9405  the aggregate liability of any shareholder of a dissolved
 9406  corporation arising under s. 607.1406, under s. 607.1407, or
 9407  otherwise may not exceed the total amount of assets distributed
 9408  to the shareholder in dissolution.
 9409         Section 182. Section 607.1409, Florida Statutes, is created
 9410  to read:
 9411         607.1409 Court proceedings.—
 9412         (1) A dissolved corporation that has filed a notice under
 9413  s. 607.1407(1) may file an application with the circuit court in
 9414  the applicable county for a determination of the amount and form
 9415  of security to be provided for payment of claims that are
 9416  contingent or have not been made known to the dissolved
 9417  corporation or that are based on an event occurring after the
 9418  effective date of dissolution but that, based on the facts known
 9419  to the dissolved corporation, are reasonably estimated to arise
 9420  after the effective date of dissolution. Provision need not be
 9421  made for any claim that is or is reasonably anticipated to be
 9422  barred under s. 607.1407(2).
 9423         (2) Within 10 days after the filing of the application
 9424  under subsection (1), notice of the proceeding shall be given by
 9425  the dissolved corporation to each claimant holding a contingent
 9426  claim whose identity and contingent claim is known to the
 9427  dissolved corporation. Such notice shall be accompanied by a
 9428  copy of ss. 607.1405-607.1410.
 9429         (3) In any proceeding under this section, the court may
 9430  appoint a guardian ad litem to represent all claimants whose
 9431  identities are unknown. The reasonable fees and expenses of such
 9432  guardian, including all reasonable expert witness fees, shall be
 9433  paid by the dissolved corporation.
 9434         (4) Provision by the dissolved corporation for security in
 9435  the amount and the form ordered by the court under subsection
 9436  (1) shall satisfy the dissolved corporation’s obligations with
 9437  respect to claims that are contingent, have not been made known
 9438  to the dissolved corporation or are based on an event occurring
 9439  after the effective date of dissolution, and such claims may not
 9440  be enforced against a shareholder who received assets in
 9441  liquidation.
 9442         Section 183. Section 607.1410, Florida Statutes, is created
 9443  to read:
 9444         607.1410 Director duties.—
 9445         (1) Directors shall cause the dissolved corporation to
 9446  discharge or make reasonable provision for the payment of claims
 9447  and make distributions in liquidation of assets to shareholders
 9448  after payment or provision for claims.
 9449         (2) Directors of a dissolved corporation that has disposed
 9450  of claims under s. 607.1406, s. 607.1407, or s. 607.1409 are not
 9451  liable to any claimant or shareholder for a breach of subsection
 9452  (1) with respect to claims against the dissolved corporation
 9453  that are barred or satisfied in accordance with s. 607.1406, s.
 9454  607.1407, or s. 607.1409.
 9455         Section 184. Section 607.1420, Florida Statutes, is amended
 9456  to read:
 9457         607.1420 Grounds for Administrative dissolution.—
 9458         (1) The department may of State may commence a proceeding
 9459  under s. 607.1421 to administratively dissolve a corporation
 9460  administratively if the corporation does not:
 9461         (a) Deliver its annual report to the department The
 9462  corporation has failed to file its annual report and pay the
 9463  annual report filing fee by 5 p.m. Eastern Time on the third
 9464  Friday in September of each year;
 9465         (b) Pay a fee or penalty due to the department under this
 9466  chapter;
 9467         (c) Appoint and maintain a registered agent and registered
 9468  office as required by s. 607.0501 The corporation is without a
 9469  registered agent or registered office in this state for 30 days
 9470  or more;
 9471         (d)(c)Deliver for filing a statement of change under s.
 9472  607.0502 within 30 days after a change has occurred in the name
 9473  or address of the agent unless, within 30 days after the change
 9474  occurred:
 9475         1. The agent filed a statement of change pursuant to s.
 9476  607.05031; or
 9477         2. The change was made in accordance with s. 607.0502(4)
 9478  The corporation does not notify the Department of State within
 9479  30 days that its registered agent or registered office has been
 9480  changed, that its registered agent has resigned, or that its
 9481  registered office has been discontinued;
 9482         (e)(d) The corporation has failed to answer truthfully and
 9483  fully, within the time prescribed by this chapter act,
 9484  interrogatories propounded by the department of State; or
 9485         (f)(e) The corporation’s period of duration stated in its
 9486  articles of incorporation expires has expired.
 9487         (2) Administrative dissolution of a corporation for failure
 9488  to file an annual report must occur on the fourth Friday in
 9489  September of each year. The department shall issue a notice in a
 9490  record of administrative dissolution to the corporation
 9491  dissolved for failure to file an annual report. Issuance of the
 9492  notice may be by electronic transmission to a corporation that
 9493  has provided the department with an e-mail address.
 9494         (3) If the department determines that one or more grounds
 9495  exist for administratively dissolving a corporation under
 9496  paragraph (1)(b), paragraph (1)(c), or paragraph (1)(d), the
 9497  department shall serve notice in a record to the corporation of
 9498  its intent to administratively dissolve the corporation.
 9499  Issuance of the notice may be by electronic transmission to a
 9500  corporation that has provided the department with an e-mail
 9501  address.
 9502         (4) If, within 60 days after sending the notice of intent
 9503  to administratively dissolve pursuant to subsection (3), a
 9504  corporation does not correct each ground for dissolution under
 9505  paragraph (1)(b), paragraph (1)(c), or paragraph (1)(d) or
 9506  demonstrate to the reasonable satisfaction of the department
 9507  that each ground determined by the department does not exist,
 9508  the department shall dissolve the corporation administratively
 9509  and issue to the corporation a notice in a record of
 9510  administrative dissolution that states the grounds for
 9511  dissolution. Issuance of the notice of administrative
 9512  dissolution may be by electronic transmission to a corporation
 9513  that has provided the department with an e-mail address.
 9514         (5) A corporation that has been administratively dissolved
 9515  continues in existence but may only carry on activities
 9516  necessary to wind up its activities and affairs, liquidate and
 9517  distribute its assets, and notify claimants under ss. 607.1405,
 9518  607.1406, and 607.1407.
 9519         (6) The administrative dissolution of a corporation does
 9520  not terminate the authority of its registered agent for service
 9521  of process The foregoing enumeration in subsection (1) of
 9522  grounds for administrative dissolution shall not exclude actions
 9523  or special proceedings by the Department of Legal Affairs or any
 9524  state officials for the annulment or dissolution of a
 9525  corporation for other causes as provided in any other statute of
 9526  this state.
 9527         Section 185. Section 607.1421, Florida Statutes, is
 9528  repealed.
 9529         Section 186. Section 607.1422, Florida Statutes, is amended
 9530  to read:
 9531         607.1422 Reinstatement following administrative
 9532  dissolution.—
 9533         (1) A corporation that is administratively dissolved under
 9534  s. 607.1420 or that was dissolved under s. 607.1421 before
 9535  January 1, 2020, s. 607.1421 may apply to the department of
 9536  State for reinstatement at any time after the effective date of
 9537  dissolution. The corporation must submit all fees and penalties
 9538  then owed by the corporation at the rates provided by laws at
 9539  the time the corporation applies for reinstatement, together
 9540  with an application for reinstatement prescribed and furnished
 9541  by the department, which is a reinstatement form prescribed and
 9542  furnished by the Department of State or a current uniform
 9543  business report signed by both the registered agent and an
 9544  officer or director of the corporation and states:
 9545         (a) The name of the corporation;
 9546         (b) The street address of the corporations’ principal
 9547  office and mailing address;
 9548         (c) The date of the corporation’s organization;
 9549         (d) The corporation’s federal employer identification
 9550  number or, if none, whether one has been applied for;
 9551         (e) The name, title or capacity, and address of at least
 9552  one officer or director of the corporation; and
 9553         (f) Additional information that is necessary or appropriate
 9554  to enable the department to carry out this chapter.
 9555         (2) In lieu of the requirement to file an application for
 9556  reinstatement as described in subsection (1), an
 9557  administratively dissolved corporation may submit all fees and
 9558  penalties owed by the corporation at the rates provided by law
 9559  at the time the corporation applies for reinstatement, together
 9560  with a current annual report, signed by both the registered
 9561  agent and an officer or director of the corporation, which
 9562  contains the information described in subsection (1).
 9563         (3) If the department determines that an application for
 9564  reinstatement contains the information required under subsection
 9565  (1) or subsection (2) and that the information is correct, upon
 9566  payment of all required fees and penalties, the department shall
 9567  reinstate the corporation.
 9568         (4) When reinstatement under this section becomes
 9569  effective:
 9570         (a) The reinstatement relates back to and takes effect as
 9571  of the effective date of the administrative dissolution.
 9572         (b) The corporation may operate as if the administrative
 9573  dissolution had never occurred.
 9574         (c) The rights of a person arising out of an act or
 9575  omission in reliance on the dissolution before the person knew
 9576  or had notice of the reinstatement are not affected and all fees
 9577  then owed by the corporation, computed at the rate provided by
 9578  law at the time the corporation applies for reinstatement.
 9579         (2) If the Department of State determines that the
 9580  application contains the information required by subsection (1)
 9581  and that the information is correct, it shall reinstate the
 9582  corporation.
 9583         (3) When the reinstatement is effective, it relates back to
 9584  and takes effect as of the effective date of the administrative
 9585  dissolution and the corporation resumes carrying on its business
 9586  as if the administrative dissolution had never occurred.
 9587         (5)(4) The name of the dissolved corporation is not shall
 9588  not be available for assumption or use by another eligible
 9589  entity corporation until 1 year after the effective date of
 9590  dissolution unless the dissolved corporation provides the
 9591  department of State with a record signed as required by an
 9592  affidavit executed as required by s. 607.0120 permitting the
 9593  immediate assumption or use of the name by another eligible
 9594  entity corporation.
 9595         (6)(5) If the name of the dissolved corporation has been
 9596  lawfully assumed in this state by another business entity, the
 9597  department corporation, the Department of State shall require
 9598  the dissolved corporation to amend its articles of incorporation
 9599  to change its name before accepting its application for
 9600  reinstatement.
 9601         Section 187. Section 607.1423, Florida Statutes, is amended
 9602  to read:
 9603         607.1423 Judicial review of Appeal from denial of
 9604  reinstatement.—
 9605         (1) If the department of State denies a corporation’s
 9606  application for reinstatement after following administrative
 9607  dissolution, the department it shall serve the corporation under
 9608  either s. 607.0504(1) or s. 607.0504(2) with a written notice
 9609  that explains the reason or reasons for denial.
 9610         (2) Within 30 days after service of a notice of denial of
 9611  reinstatement, a corporation may appeal the denial by
 9612  petitioning the Circuit Court of Leon County to set aside the
 9613  dissolution. The petition must be served on the department and
 9614  contain a copy of the department’s notice of administrative
 9615  After exhaustion of administrative remedies, the corporation may
 9616  appeal the denial of reinstatement to the appropriate court as
 9617  provided in s. 120.68 within 30 days after service of the notice
 9618  of denial is perfected. The corporation appeals by petitioning
 9619  the court to set aside the dissolution and attaching to the
 9620  petition copies of the Department of State’s certificate of
 9621  dissolution, the corporation’s application for reinstatement,
 9622  and the department’s notice of denial.
 9623         (3) The court may summarily order the department of State
 9624  to reinstate the dissolved corporation or may take other action
 9625  the court considers appropriate.
 9626         (4) The court’s final decision may be appealed as in other
 9627  civil proceedings.
 9628         Section 188. Section 607.1430, Florida Statutes, is amended
 9629  to read:
 9630         607.1430 Grounds for judicial dissolution.—
 9631         (1) A circuit court may dissolve a corporation or order
 9632  such other remedy as provided in s. 607.1434:
 9633         (1)(a) In a proceeding by the Department of Legal Affairs
 9634  to dissolve a corporation if it is established that:
 9635         1. The corporation obtained its articles of incorporation
 9636  through fraud; or
 9637         2. The corporation has continued to exceed or abuse the
 9638  authority conferred upon it by law.
 9639  
 9640  (b) The enumeration in subparagraphs 1. and 2. paragraph (a) of
 9641  grounds for involuntary dissolution does not exclude actions or
 9642  special proceedings by the Department of Legal Affairs or any
 9643  state official for the annulment or dissolution of a corporation
 9644  for other causes as provided in any other statute of this state;
 9645         (b)(2) In a proceeding by a shareholder to dissolve a
 9646  corporation if it is established that:
 9647         1.(a) The directors are deadlocked in the management of the
 9648  corporate affairs, the shareholders are unable to break the
 9649  deadlock, and:
 9650         a. Irreparable injury to the corporation is threatened or
 9651  being suffered;
 9652         b. The business and affairs of the corporation can no
 9653  longer be conducted to the advantage of the shareholders
 9654  generally because of the deadlock; or
 9655         c. Both; or
 9656         2.(b) The shareholders are deadlocked in voting power and
 9657  have failed to elect successors to directors whose terms have
 9658  expired or would have expired upon qualification of their
 9659  successors;
 9660         (3) In a proceeding by a shareholder or group of
 9661  shareholders in a corporation having 35 or fewer shareholders if
 9662  it is established that:
 9663         3.(a) The corporate assets are being misapplied or wasted,
 9664  causing material injury to the corporation; or
 9665         4.(b) The directors or those in control of the corporation
 9666  have acted, are acting, or will are reasonably expected to act
 9667  in a manner that is illegal, oppressive, or fraudulent;
 9668         (c)(4) In a proceeding by a creditor if it is established
 9669  that:
 9670         1.(a) The creditor’s claim has been reduced to judgment,
 9671  the execution on the judgment returned unsatisfied, and the
 9672  corporation is insolvent; or
 9673         2.(b) The corporation has admitted in writing that the
 9674  creditor’s claim is due and owing and the corporation is
 9675  insolvent; or
 9676         (d)(5) In a proceeding by the corporation to have its
 9677  voluntary dissolution continued under court supervision; or
 9678         (e) In a proceeding by a shareholder if the corporation has
 9679  abandoned its business and has failed within a reasonable period
 9680  of time to liquidate and distribute its assets and dissolve.
 9681         (2) Paragraph (1)(b) does not apply in the case of a
 9682  corporation that, on the date of the filing of the proceeding,
 9683  has shares that are:
 9684         (a) A covered security under s. 18(b)(1)(A) or (B) of the
 9685  Securities Act of 1933; or
 9686         (b) Not a covered security, but are held by at least 300
 9687  shareholders and the shares outstanding have a market value of
 9688  at least $20 million, exclusive of the value of outstanding
 9689  shares of the corporation held by the corporation’s
 9690  subsidiaries, by the corporation’s senior executives, by the
 9691  corporation’s directors, and by the corporation’s beneficial
 9692  shareholders and voting trust beneficial owners owning more than
 9693  10 percent of the outstanding shares of the corporation.
 9694         (3) A proceeding by a shareholder under subparagraph
 9695  (1)(b)4. asserting that the directors or those in control of the
 9696  corporation have acted, are acting, or will act in a manner that
 9697  is oppressive may only be brought by a shareholder who at the
 9698  time that such proceeding is commenced under subparagraph
 9699  (1)(b)4. owns at least 10 percent of the outstanding shares of
 9700  the corporation.
 9701         (4)(a) In the event of a deadlock situation that satisfies
 9702  subparagraph (1)(b)1. or subparagraph (1)(b)2., if the
 9703  shareholders are subject to a shareholder agreement that
 9704  complies with s. 607.0732 and contains a deadlock sale
 9705  provision, then such deadlock sale provision shall apply to the
 9706  resolution of such deadlock in lieu of the court entering an
 9707  order of judicial dissolution or an order directing the purchase
 9708  of petitioner’s shares under s. 607.1436, so long as the
 9709  provisions of such deadlock sale provision are initiated and
 9710  effectuated within the time periods specified for the
 9711  corporation to act under s. 607.1436 and in accordance with the
 9712  terms of such deadlock sale provision.
 9713         (b) As used in this section, the term “deadlock sale
 9714  provision” means a provision in a shareholder agreement that
 9715  complies with s. 607.0732, which is or may be applicable in the
 9716  event of a deadlock among the directors or shareholders of the
 9717  corporation, which neither the directors nor the shareholders,
 9718  as applicable, of the corporation are able to break; and which
 9719  provides for a deadlock breaking mechanism, including, but not
 9720  limited to:
 9721         1. A redemption or a purchase and sale of shares or other
 9722  equity securities;
 9723         2. A governance change;
 9724         3. A sale of the corporation or all or substantially all of
 9725  the assets of the corporation; or
 9726         4. A similar provision that, if initiated and effectuated,
 9727  breaks the deadlock by causing the transfer of the shares or
 9728  other equity securities, a governance change, or a sale of the
 9729  corporation or all or substantially all of the corporation’s
 9730  assets.
 9731         (5)(a) In the event of oppressive action that satisfies
 9732  subparagraph (1)(b)4., if the shareholders are subject to a
 9733  shareholder agreement that complies with s. 607.0732 and
 9734  contains an oppressive action sale provision, then such
 9735  oppressive action sale provision shall address such shareholder
 9736  asserted oppressive action in lieu of the court entering an
 9737  order of judicial dissolution or an order directing the purchase
 9738  of petitioner’s shares under s. 607.1436, so long as the
 9739  provisions of such oppressive action sale provision are
 9740  initiated and effectuated within the time periods specified for
 9741  the corporation to act under s. 607.1436 and in accordance with
 9742  the terms of such oppressive action sale provision.
 9743         (b) For purposes of this section, the term “oppressive
 9744  action sale provision” means a provision in a shareholder
 9745  agreement that complies with s. 607.0732, which is or may be
 9746  applicable in the event of a shareholder’s assertion of the
 9747  occurrence or existence of oppressive action; which neither the
 9748  directors nor the shareholders, as applicable, of the
 9749  corporation are able to address; and which provides for a
 9750  mechanism for addressing the occurrence or existence of such
 9751  shareholder asserted oppressive action including, but not
 9752  limited to:
 9753         1. A redemption or purchase and sale of shares or other
 9754  equity securities;
 9755         2. The sale of the corporation or of all or substantially
 9756  all of the assets of the corporation; or
 9757         3. A similar provision that, if initiated and effectuated,
 9758  causes the transfer of shares or other equity securities to be
 9759  redeemed or purchased and sold or the sale of the corporation or
 9760  of all or substantially all of the corporation’s assets.
 9761         (6) A deadlock sale provision or an oppressive action sale
 9762  provision in a shareholder agreement which complies with s.
 9763  607.0732 which is not initiated and effectuated before the court
 9764  enters an order of judicial dissolution under subparagraph
 9765  (1)(b)1., subparagraph (1)(b)2., or subparagraph (1)(b)4., as
 9766  the case may be, or an order directing the purchase of
 9767  petitioner’s interest under s. 607.1436, does not adversely
 9768  affect the rights of shareholders to seek judicial dissolution
 9769  under subparagraph (1)(b)1., subparagraph (1)(b)2., or
 9770  subparagraph (1)(b)4., as the case may be, or the rights of the
 9771  corporation or one or more shareholders to purchase the
 9772  petitioner’s interest under s. 607.1436. The filing of an action
 9773  for judicial dissolution on the grounds described in
 9774  subparagraph (1)(b)1., subparagraph (1)(b)2., or subparagraph
 9775  (1)(b)4., as the case may be, or an election to purchase the
 9776  petitioner’s interest under s. 607.1436, does not adversely
 9777  affect the right of a shareholder to initiate an available
 9778  deadlock sale provision or an oppressive action sale provision
 9779  under the shareholder agreement that complies with s. 607.0732
 9780  or to enforce a shareholder-initiated or an automatically
 9781  initiated deadlock sale provision or oppressive action sale
 9782  provision if the deadlock sale provision or the oppressive sale
 9783  provision, as the case may be, is initiated and effectuated
 9784  before the court enters an order of judicial dissolution under
 9785  subparagraph (1)(b)1., subparagraph (1)(b)2., or subparagraph
 9786  (1)(b)4., as the case may be, or an order directing the purchase
 9787  of petitioner’s interest under s. 607.1436.
 9788         (7) For purposes of subsections (1), (2), and (3), the term
 9789  “shareholder” means a record shareholder, a beneficial
 9790  shareholder, or an unrestricted voting trust beneficial owner.
 9791         Section 189. Subsections (1), (3), and (4) of section
 9792  607.1431, Florida Statutes, are amended to read:
 9793         607.1431 Procedure for judicial dissolution.—
 9794         (1) Venue for a proceeding brought under s. 607.1430 lies
 9795  in the circuit court in the applicable county of the county
 9796  where the corporation’s principal office is or was last located,
 9797  as shown by the records of the Department of State, or, if none
 9798  in this state, where its registered office is or was last
 9799  located.
 9800         (3) A court in a proceeding brought under s. 607.1430 to
 9801  dissolve a corporation may issue injunctions, appoint a receiver
 9802  or custodian during the proceeding pendente lite with all powers
 9803  and duties the court directs, take other action required to
 9804  preserve the corporate assets wherever located, and carry on the
 9805  business of the corporation until a full hearing can be held.
 9806         (4) Within 30 days of the commencement of a proceeding
 9807  under s. 607.1430(1)(b), the corporation shall deliver to all
 9808  shareholders, other than the petitioner, a notice stating that
 9809  the shareholders are entitled to avoid the dissolution of the
 9810  corporation by electing to purchase the petitioner’s shares
 9811  under s. 607.1436 and accompanied by a copy of s. 607.1436.
 9812         (5) If the court determines that any party has commenced,
 9813  continued, or participated in a proceeding an action under s.
 9814  607.1430 and has acted arbitrarily, frivolously, vexatiously, or
 9815  not in good faith, the court may, in its discretion, award
 9816  attorney attorney’s fees and other reasonable expenses to the
 9817  other parties to the action who have been affected adversely by
 9818  such actions.
 9819         Section 190. Subsections (1) and (2), paragraph (a) of
 9820  subsection (3), and subsections (4) and (5) of section 607.1432,
 9821  Florida Statutes, are amended to read:
 9822         607.1432 Receivership or custodianship.—
 9823         (1) A court in a judicial proceeding brought under s.
 9824  607.1430 to dissolve a corporation may appoint one or more
 9825  receivers to wind up and liquidate, or one or more custodians to
 9826  manage, the business and affairs of the corporation. The court
 9827  shall hold a hearing, after notifying all parties to the
 9828  proceeding and any interested persons designated by the court,
 9829  before appointing a receiver or custodian. The court appointing
 9830  a receiver or custodian has exclusive jurisdiction over the
 9831  corporation and all of its property wherever located.
 9832         (2) The court may appoint a natural person or an eligible
 9833  entity a corporation authorized to act as a receiver or
 9834  custodian. The eligible entity corporation may be a domestic
 9835  eligible entity corporation or a foreign eligible entity
 9836  corporation authorized to transact business in this state. The
 9837  court may require the receiver or custodian to post bond, with
 9838  or without sureties, in an amount the court directs.
 9839         (3) The court shall describe the powers and duties of the
 9840  receiver or custodian in its appointing order, which may be
 9841  amended from time to time. Among other powers:
 9842         (a) The receiver:
 9843         1. May dispose of all or any part of the assets of the
 9844  corporation wherever located, at a public or private sale, if
 9845  authorized by the court; and
 9846         2. May sue and defend in his, her, or its or her own name
 9847  as receiver of the corporation in all courts of this state.
 9848         (4) The court during a receivership may redesignate the
 9849  receiver a custodian, and during a custodianship may redesignate
 9850  the custodian a receiver, if doing so is determined by the court
 9851  to be in the best interests of the corporation and its
 9852  shareholders and creditors.
 9853         (5) The court from time to time during the receivership or
 9854  custodianship may order compensation paid and expense
 9855  disbursements or reimbursements made to the receiver or
 9856  custodian and his, her, or its or her counsel from the assets of
 9857  the corporation or proceeds from the sale of the assets.
 9858         Section 191. Section 607.1433, Florida Statutes, is amended
 9859  to read:
 9860         607.1433 Judgment of dissolution.—
 9861         (1) If after a hearing in a proceeding under s. 607.1430
 9862  the court determines that one or more grounds for judicial
 9863  dissolution described in s. 607.1430 exist, it may enter a
 9864  judgment dissolving the corporation and specifying the effective
 9865  date of the dissolution, and the clerk of the court shall
 9866  deliver a certified copy of the judgment to the department of
 9867  State, which shall file it.
 9868         (2) After entering the judgment of dissolution, the court
 9869  shall direct the winding up and liquidation of the corporation’s
 9870  business and affairs in accordance with s. 607.1405 and the
 9871  notification of claimants in accordance with ss. 607.1406 and
 9872  607.1407 s. 607.1406, subject to the provisions of subsection
 9873  (3).
 9874         (3) In a proceeding for judicial dissolution, the court may
 9875  require all creditors of the corporation to file with the clerk
 9876  of the court or with the receiver, in such form as the court may
 9877  prescribe, proofs under oath of their respective claims. If the
 9878  court requires the filing of claims, it shall fix a date, which
 9879  shall be not less than 4 months from the date of the order, as
 9880  the last day for filing of claims. The court shall prescribe the
 9881  method by which such notice of the deadline for filing claims
 9882  shall be given to creditors and claimants. Prior to the date so
 9883  fixed, the court may extend the time for the filing of claims by
 9884  court order. Creditors and claimants failing to file proofs of
 9885  claim on or before the date so fixed shall be barred may be
 9886  barred, by order of court, from participating in the
 9887  distribution of the assets of the corporation. Nothing in this
 9888  section affects the enforceability of any recorded mortgage or
 9889  lien or the perfected security interest or rights of a person in
 9890  possession of real or personal property.
 9891         Section 192. Section 607.1434, Florida Statutes, is amended
 9892  to read:
 9893         607.1434 Alternative remedies to judicial dissolution.—
 9894         (1) In a proceeding under an action for dissolution
 9895  pursuant to s. 607.1430, the court may, as an alternative to
 9896  directing the dissolution of the corporation and upon a showing
 9897  of sufficient merit to warrant such remedy:
 9898         (a)(1) Appoint a receiver or custodian during the
 9899  proceeding pendente lite as provided in s. 607.1432;
 9900         (b)(2) Appoint a provisional director as provided in s.
 9901  607.1435;
 9902         (c)(3) Order a purchase of the petitioning complaining
 9903  shareholder’s shares pursuant to s. 607.1436; or
 9904         (d)(4) Upon proof of good cause, Make any order or grant
 9905  any equitable relief other than dissolution or liquidation as in
 9906  its discretion it may deem appropriate.
 9907         (2) Alternative remedies, such as the appointment of a
 9908  receiver or custodian, may also be ordered in the discretion of
 9909  the court, upon a showing of sufficient merit to warrant such
 9910  remedy, in advance of directing the dissolution of the
 9911  corporation or, after a judgment of dissolution is entered, to
 9912  assist in facilitating the winding up of the corporation.
 9913         Section 193. Subsections (1) and (3) of section 607.1435,
 9914  Florida Statutes, are amended to read:
 9915         607.1435 Provisional director.—
 9916         (1) In a proceeding under s. 607.1430, a provisional
 9917  director may be appointed in the discretion of the court if it
 9918  appears that such action by the court will remedy the grounds
 9919  alleged by the complaining shareholder to support the
 9920  jurisdiction of the court under s. 607.1430. A provisional
 9921  director may be appointed notwithstanding the absence of a
 9922  vacancy on the board of directors, and such director shall have
 9923  all the rights and powers of a duly elected director, including
 9924  the right to notice of and to vote at meetings of directors,
 9925  until such time as the provisional director is removed by order
 9926  of the court or, unless otherwise ordered by a court, removed by
 9927  a vote of the shareholders sufficient either to elect a majority
 9928  of the board of directors or, if greater than majority voting is
 9929  required by the articles of incorporation or the bylaws, to
 9930  elect the requisite number of directors needed to take action. A
 9931  provisional director shall be an impartial person who is neither
 9932  a shareholder nor a creditor of the corporation or of any
 9933  subsidiary or affiliate of the corporation, and whose further
 9934  qualifications, if any, may be determined by the court.
 9935         (3) In any proceeding under which a provisional director is
 9936  appointed pursuant to this section, the court shall allow
 9937  reasonable compensation to the provisional director for services
 9938  rendered and reimbursement or direct payment of reasonable costs
 9939  and expenses, which amounts shall be paid by the corporation.
 9940         Section 194. Section 607.1436, Florida Statutes, is amended
 9941  to read:
 9942         607.1436 Election to purchase instead of dissolution.—
 9943         (1) In a proceeding under s. 607.1430(1)(b) s. 607.1430(2)
 9944  or (3) to dissolve a corporation, the corporation may elect or,
 9945  if it fails to elect, one or more shareholders may elect to
 9946  purchase all shares owned by the petitioning shareholder at the
 9947  fair value of the shares. An election pursuant to this section
 9948  shall be irrevocable unless the court determines that it is
 9949  equitable to set aside or modify the election.
 9950         (2) An election to purchase pursuant to this section may be
 9951  filed with the court at any time within 90 days after the filing
 9952  of the petition under s. 607.1430(1)(b) s. 607.1430(2) or (3) or
 9953  at such later time as the court in its discretion may allow. If
 9954  the election to purchase is filed by one or more shareholders,
 9955  the corporation shall, within 10 days thereafter, give written
 9956  notice to all shareholders, other than the petitioner. The
 9957  notice must state the name and number of shares owned by the
 9958  petitioner and the name and number of shares owned by each
 9959  electing shareholder and must advise the recipients of their
 9960  right to join in the election to purchase shares in accordance
 9961  with this section. Shareholders who wish to participate must
 9962  file notice of their intention to join in the purchase no later
 9963  than 30 days after the effective date of the notice to them. All
 9964  shareholders who have filed an election or notice of their
 9965  intention to participate in the election to purchase thereby
 9966  become parties to the proceeding and shall participate in the
 9967  purchase in proportion to their ownership of shares as of the
 9968  date the first election was filed, unless they otherwise agree
 9969  or the court otherwise directs. After an election has been filed
 9970  by the corporation or one or more shareholders, the proceeding
 9971  under s. 607.1430(1)(b) s. 607.1430(2) or (3) may not be
 9972  discontinued or settled, nor may the petitioning shareholder
 9973  sell or otherwise dispose of his or her shares, unless the court
 9974  determines that it would be equitable to the corporation and the
 9975  shareholders, other than the petitioner, to permit such
 9976  discontinuance, settlement, sale, or other disposition.
 9977         (3) If, within 60 days after the filing of the first
 9978  election, the parties reach agreement as to the fair value and
 9979  terms of the purchase of the petitioner’s shares, the court
 9980  shall enter an order directing the purchase of the petitioner’s
 9981  shares upon the terms and conditions agreed to by the parties.
 9982         (4) If the parties are unable to reach an agreement as
 9983  provided for in subsection (3), the court, upon application of
 9984  any party, may stay the proceeding to dissolve under s.
 9985  607.1430(1)(b) and shall, whether or not the proceeding is
 9986  stayed, shall stay the s. 607.1430 proceedings and determine the
 9987  fair value of the petitioner’s shares as of the day before the
 9988  date on which the petition under s. 607.1430 was filed or as of
 9989  such other date as the court deems appropriate under the
 9990  circumstances.
 9991         (5) Upon determining the fair value of the shares, the
 9992  court shall enter an order directing the purchase upon such
 9993  terms and conditions as the court deems appropriate, which may
 9994  include payment of the purchase price in installments, when
 9995  necessary in the interests of equity, provision for security to
 9996  assure payment of the purchase price and any additional costs,
 9997  fees, and expenses as may have been awarded, and, if the shares
 9998  are to be purchased by shareholders, the allocation of shares
 9999  among such shareholders. In allocating the petitioner’s shares
10000  among holders of different classes of shares, the court shall
10001  attempt to preserve any the existing distribution of voting
10002  rights among holders of different classes and series insofar as
10003  practicable and may direct that holders of any a specific class
10004  or classes or series shall not participate in the purchase.
10005  Interest may be allowed at the rate and from the date determined
10006  by the court to be equitable; however, if the court finds that
10007  the refusal of the petitioning shareholder to accept an offer of
10008  payment was arbitrary or otherwise not in good faith, no
10009  interest shall be allowed. If the court finds that the
10010  petitioning shareholder had probable grounds for relief under s.
10011  607.1430(1)(b) s. 607.1430(3), it may award expenses to the
10012  petitioning shareholder, including reasonable fees and expenses
10013  of counsel and of any experts employed by petitioner.
10014         (6) The Upon entry of an order under subsection (3) or
10015  subsection (5) shall be subject to the provisions of subsection
10016  (8), and the order shall not be entered unless and until the
10017  award is determined by the court to be permitted under the
10018  provisions of subsection (8). In determining compliance with s.
10019  607.06401, the court may rely on an affidavit from the
10020  corporation as to compliance with that section as of the
10021  measurement date. Upon entry of an order under subsection (3) or
10022  subsection (5), the court shall dismiss the petition to dissolve
10023  the corporation under s. 607.1430(1)(b) s. 607.1430 and the
10024  petitioning shareholder shall no longer have any rights or
10025  status as a shareholder of the corporation, except the right to
10026  receive the amounts awarded by the order of the court, which
10027  shall be enforceable in the same manner as any other judgment.
10028         (7) The purchase ordered pursuant to subsection (5) shall
10029  be made within 10 days after the date the order becomes final
10030  unless, before that time, the corporation files with the court a
10031  notice of its intention to adopt articles of dissolution
10032  pursuant to ss. 607.1402 and 607.1403, which articles shall then
10033  be adopted and filed within 50 days thereafter. Upon filing of
10034  such articles of dissolution, the corporation shall be dissolved
10035  in accordance with the provisions of ss. 607.1405 and 607.1406,
10036  and the order entered pursuant to subsection (5) shall no longer
10037  be of any force or effect, except that the court may award the
10038  petitioning shareholder reasonable fees and expenses of counsel
10039  and any experts in accordance with the provisions of subsection
10040  (5) and the petitioner may continue to pursue any claims
10041  previously asserted on behalf of the corporation.
10042         (8) Any payment by the corporation pursuant to an order
10043  under subsection (3) or subsection (5), other than an award of
10044  fees and expenses pursuant to subsection (5), is subject to the
10045  provisions of s. 607.06401. Unless otherwise provided in the
10046  court’s order, the effect of the distribution under s. 607.06401
10047  shall be measured as of the date of the court’s order under
10048  subsection (3) or subsection (5).
10049         Section 195. Section 607.14401, Florida Statutes, is
10050  amended to read:
10051         607.14401 Deposit with Department of Financial Services.
10052  Assets of a dissolved corporation that should be transferred to
10053  a creditor, claimant, or shareholder of the corporation who
10054  cannot be found or who is not competent to receive them shall be
10055  reduced to cash and deposited, within 6 months from the date
10056  fixed for the payment of the final liquidating distribution,
10057  with the Department of Financial Services for safekeeping, where
10058  such assets shall be held as abandoned property. When the
10059  creditor, claimant, or shareholder furnishes satisfactory proof
10060  of entitlement to the amount or assets deposited, the Department
10061  of Financial Services shall pay such person the creditor,
10062  claimant, or shareholder or his or her representative that
10063  amount or those assets.
10064         Section 196. Section 607.1501, Florida Statutes, is amended
10065  to read:
10066         607.1501 Authority of foreign corporation to transact
10067  business required; activities not constituting transacting
10068  business.—
10069         (1) A foreign corporation may not transact business in this
10070  state until it obtains a certificate of authority from the
10071  department of State.
10072         (2) The following activities, among others, do not
10073  constitute transacting business within the meaning of subsection
10074  (1):
10075         (a) Maintaining, defending, mediating, arbitrating, or
10076  settling any proceeding.
10077         (b) Carrying on any activity concerning the internal
10078  affairs of the foreign corporation, including holding meetings
10079  of its shareholders or board of directors the board of directors
10080  or shareholders or carrying on other activities concerning
10081  internal corporate affairs.
10082         (c) Maintaining bank accounts in financial institutions.
10083         (d) Maintaining offices officers or agencies for the
10084  transfer, exchange, and registration of the corporation’s own
10085  securities of the foreign corporation or maintaining trustees or
10086  depositaries with respect to those securities.
10087         (e) Selling through independent contractors.
10088         (f) Soliciting or obtaining orders, whether by mail or
10089  through employees, agents, or otherwise, if the orders require
10090  acceptance outside this state before they become contracts.
10091         (g) Creating or acquiring indebtedness, mortgages, or and
10092  security interests in real or personal property.
10093         (h) Securing or collecting debts or enforcing mortgages or
10094  and security interests in property securing the debts, and
10095  holding, protecting, or maintaining property so acquired.
10096         (i) Transacting business in interstate commerce.
10097         (j) Conducting an isolated transaction that is completed
10098  within 30 days and that is not one in the course of repeated
10099  transactions of a like nature.
10100         (k) Owning and controlling a subsidiary corporation
10101  incorporated in or limited liability company formed in, or
10102  transacting business within, this state; or voting the shares
10103  stock of any such subsidiary corporation; or voting the
10104  membership interests of any such limited liability company,
10105  which it has lawfully acquired.
10106         (l) Owning a limited partnership interest in a limited
10107  partnership that is transacting doing business within this
10108  state, unless the such limited partner manages or controls the
10109  partnership or exercises the powers and duties of a general
10110  partner.
10111         (m) Owning, protecting, and maintaining, without more, real
10112  or personal property.
10113         (3) The list of activities in subsection (2) is not an
10114  exhaustive list of activities that do not constitute transacting
10115  business within the meaning of subsection (1).
10116         (4) This section does not apply in determining the contacts
10117  or activities that may subject a foreign corporation has no
10118  application to the question of whether any foreign corporation
10119  is subject to service of process, taxation, or regulation under
10120  the and suit in this state under any law of this state other
10121  than this chapter.
10122         Section 197. Section 607.15015, Florida Statutes, is
10123  created to read:
10124         607.15015 Governing law.—
10125         (1) The law of the state or other jurisdiction under which
10126  a foreign corporation exists governs:
10127         (a) The organization and internal affairs of the foreign
10128  corporation; and
10129         (b) The interest holder liability of its shareholders.
10130         (2) A foreign corporation may not be denied a certificate
10131  of authority by reason of a difference between the laws of its
10132  jurisdiction of formation and the laws of this state.
10133         (3) A certificate of authority does not authorize a foreign
10134  corporation to engage in any business or exercise any power that
10135  a corporation may not engage in or exercise in this state.
10136         Section 198. Section 607.1502, Florida Statutes, is amended
10137  to read:
10138         607.1502 Effect of failure to have a certificate of
10139  Consequences of transacting business without authority.—
10140         (1) A foreign corporation transacting business in this
10141  state or its successors may not prosecute or maintain an action
10142  or proceeding without a certificate of authority may not
10143  maintain a proceeding in any court in this state until it has
10144  obtained obtains a certificate of authority to transact business
10145  in this state.
10146         (2) The successor to a foreign corporation that transacted
10147  business in this state without a certificate of authority and
10148  the assignee of a cause of action arising out of that business
10149  may not prosecute or maintain a proceeding based on that cause
10150  of action in a any court in this state until the foreign
10151  corporation or its successor has obtained obtains a certificate
10152  of authority to transact business in this state.
10153         (3) A court may stay a proceeding commenced by a foreign
10154  corporation or its successor or assignee until it determines
10155  whether the foreign corporation or its successor requires a
10156  certificate of authority. If it so determines, the court may
10157  further stay the proceeding until the foreign corporation or its
10158  successor has obtained a obtains the certificate of authority to
10159  transact business in this state.
10160         (4) A foreign corporation which transacts business in this
10161  state without obtaining a certificate of authority is to do so
10162  shall be liable to this state for the years or parts thereof
10163  during which it transacted business in this state without
10164  obtaining a certificate of authority in an amount equal to all
10165  fees and penalties that taxes which would have been imposed by
10166  this chapter act upon the foreign such corporation had it duly
10167  applied for and received a certificate of authority to transact
10168  business in this state as required under this chapter by this
10169  act. In addition to the payments thus prescribed, the foreign
10170  corporation may, to the extent ordered by a court of competent
10171  jurisdiction, such corporation shall be liable for a civil
10172  penalty of not less than $500 but not or more than $1,000 for
10173  each year or part thereof during which it transacts business in
10174  this state without a certificate of authority. The department of
10175  State may collect all penalties due under this subsection and
10176  may bring an action in circuit court to recover all penalties
10177  and fees due and owing the state.
10178         (5) Notwithstanding subsections (1) and (2), The failure of
10179  a foreign corporation to have obtain a certificate of authority
10180  to transact business in this state does not impair the validity
10181  of any of its contracts, deeds, mortgages, security interests,
10182  or corporate acts or prevent the foreign corporation it from
10183  defending an action or any proceeding in this state.
10184         (6) A shareholder, officer, or director of a foreign
10185  corporation is not liable for the debts, obligations, or other
10186  liabilities of the foreign corporation solely because the
10187  foreign corporation transacted business in this state without a
10188  certificate of authority.
10189         (7) Section 607.15015(1) applies even if a foreign
10190  corporation fails to have a certificate of authority to transact
10191  business in this state.
10192         (8) If a foreign corporation transacts business in this
10193  state without a certificate of authority or cancels its
10194  certificate of authority, it appoints the secretary of state as
10195  its agent for service of process for rights of action arising
10196  out of the transaction of business in this state.
10197         Section 199. Section 607.1503, Florida Statutes, is amended
10198  to read:
10199         607.1503 Application for certificate of authority.—
10200         (1) A foreign corporation may apply for a certificate of
10201  authority to transact business in this state by delivering an
10202  application to the department of State for filing. Such
10203  application shall be made on forms prescribed and furnished by
10204  the department. The application must contain the following
10205  Department of State and shall set forth:
10206         (a) The name of the foreign corporation and, if the name
10207  does not comply with s. 607.0401, an alternate name adopted
10208  pursuant to as long as its name satisfies the requirements of s.
10209  607.0401, but if its name does not satisfy such requirements, a
10210  corporate name that otherwise satisfies the requirements of s.
10211  607.1506.;
10212         (b) The name of the foreign corporation’s jurisdiction of
10213  incorporation. jurisdiction under the law of which it is
10214  incorporated;
10215         (c) Its date of incorporation and period of duration.;
10216         (d) The principal office and mailing address of the foreign
10217  corporation. street address of its principal office;
10218         (e) The name and street address in this state of, and the
10219  written acceptance by, the foreign corporation’s initial
10220  registered agent in this state. of its registered office in this
10221  state and the name of its registered agent at that office;
10222         (f) The names and usual business addresses of its current
10223  directors and officers.;
10224         (g) Such Additional information as may be necessary or
10225  appropriate in order to enable the department of State to
10226  determine whether the foreign such corporation is entitled to
10227  file an application for certificate of authority to transact
10228  business in this state and to determine and assess the fees and
10229  taxes payable as prescribed in this chapter act.
10230         (2) The foreign corporation shall deliver with a the
10231  completed application under subsection (1) a certificate of
10232  existence or a record (or a document of similar import,) duly
10233  authenticated, not more than 90 days prior to delivery of the
10234  application to the department of State, signed by the Secretary
10235  of State or other official having custody of the foreign
10236  corporation’s publicly filed records in its jurisdiction of
10237  incorporation corporate records in the jurisdiction under the
10238  law of which it is incorporated. A translation of the
10239  certificate, under oath of the translator, must be attached to a
10240  certificate which is in a language other than the English
10241  language.
10242         (3) A foreign corporation shall not be denied authority to
10243  transact business in this state by reason of the fact that the
10244  laws of the jurisdiction under which such corporation is
10245  organized governing its organization and internal affairs differ
10246  from the laws of this state.
10247         Section 200. Section 607.1504, Florida Statutes, is amended
10248  to read:
10249         607.1504 Amended certificate of authority.—
10250         (1) A foreign corporation authorized to transact business
10251  in this state shall deliver for filing an amendment to its make
10252  application to the Department of State to obtain an amended
10253  certificate of authority to reflect a change in any of the
10254  following if it changes:
10255         (a) Its name on the records of the department. corporate
10256  name;
10257         (b) The period of its duration; or
10258         (c) The jurisdiction of its incorporation.
10259         (c) The name and street address in this state of the
10260  foreign corporation’s registered agent in this state, unless the
10261  change was timely made in accordance with s. 607.0502 or s.
10262  607.05031.
10263         (2) The amendment must be filed within 90 days after the
10264  occurrence of a change described in subsection (1), must be
10265  signed by an officer of the foreign corporation, and must state
10266  the following Such application shall be made within 90 days
10267  after the occurrence of any change mentioned in subsection (1),
10268  shall be made on forms prescribed by the Department of State,
10269  and shall be executed in accordance with s. 607.0120. The
10270  foreign corporation shall deliver with the completed
10271  application, a certificate, or a document of similar import,
10272  authenticated as of a date not more than 90 days prior to
10273  delivery of the application to the Department of State by the
10274  Secretary of State or other official having custody of corporate
10275  records in the jurisdiction under the laws of which it is
10276  incorporated, evidencing the amendment. A translation of the
10277  certificate, under oath or affirmation of the translator, must
10278  be attached to a certificate that is in a language other than
10279  English. The application shall set forth:
10280         (a) The name of the foreign corporation as it appears on
10281  the records of the department of State.
10282         (b) The jurisdiction of its incorporation.
10283         (c) The date the foreign corporation it was authorized to
10284  do business in this state.
10285         (d) If the name of the foreign corporation has been
10286  changed, the name relinquished and its new name, the new name, a
10287  statement that the change of name has been effected under the
10288  laws of the jurisdiction of its incorporation, and the date the
10289  change was effected.
10290         (e) If the amendment changes its period of duration, a
10291  statement of such change.
10292         (f) If the amendment changes the jurisdiction of
10293  incorporation of the foreign corporation, a statement of that
10294  such change.
10295         (3) The requirements of s. 607.1503 for obtaining an
10296  original certificate of authority apply to obtaining an amended
10297  certificate under this section unless the official having
10298  custody of the foreign corporation’s publicly filed records in
10299  its jurisdiction of incorporation did not require an amendment
10300  to effectuate the change on its records.
10301         (4) Subject to subsection (3), a foreign corporation
10302  authorized to transact business in this state may make
10303  application to the department to obtain an amended certificate
10304  of authority to add, remove, or change the name, title,
10305  capacity, or address of an officer or director of the foreign
10306  corporation.
10307         Section 201. Section 607.1505, Florida Statutes, is amended
10308  to read:
10309         607.1505 Effect of a certificate of authority.—
10310         (1) Unless the department determines than an application
10311  for a certificate of authority of a foreign corporation
10312  authorizes the foreign corporation to which it is issued to
10313  transact business in this state does not comply with the filing
10314  requirements of this chapter, the department shall, upon payment
10315  of all filing fees, authorize the foreign corporation to
10316  transact business in this state and file the application for
10317  certificate of authority subject, however, to the right of the
10318  Department of State to suspend or revoke the certificate as
10319  provided in this act.
10320         (2) The filing by the department of an application for a
10321  certificate of authority means that the foreign corporation that
10322  filed the application to transact business in this state has
10323  obtained a certificate of authority to transact business in this
10324  state and is authorized to transact business in this state,
10325  subject, however, to the right of the department to suspend or
10326  revoke the certificate of authority as provided in this chapter
10327  A foreign corporation with a valid certificate of authority has
10328  the same but no greater rights and has the same but no greater
10329  privileges as, and except as otherwise provided by this act is
10330  subject to the same duties, restrictions, penalties, and
10331  liabilities now or later imposed on, a domestic corporation of
10332  like character.
10333         (3) This act does not authorize this state to regulate the
10334  organization or internal affairs of a foreign corporation
10335  authorized to transact business in this state.
10336         Section 202. Section 607.1506, Florida Statutes, is amended
10337  to read:
10338         607.1506 Corporate name of foreign corporation.—
10339         (1) A foreign corporation whose name is unavailable under
10340  or whose name does not otherwise comply with s. 607.0401 shall
10341  use an alternate name the complies with s. 607.0401 is not
10342  entitled to file an application for a certificate of authority
10343  unless the corporate name of such corporation satisfies the
10344  requirements of s. 607.0401. If the corporate name of a foreign
10345  corporation does not satisfy the requirements of s. 607.0401,
10346  the foreign corporation, to obtain or maintain a certificate of
10347  authority to transact business in this state. An alternate name
10348  adopted for use in this state shall be cross-referenced to the
10349  actual name of the foreign corporation in the records of the
10350  department, provided that no cross-reference is required if the
10351  alternate name involves no more than adding the suffix
10352  “corporation,” “company,” or “incorporated” or the abbreviation
10353  “Corp.,” or “Inc.,” or Co.” or the designation “Corp.”, or
10354  “Inc.” or “Co.” to the name. If the actual name of the foreign
10355  corporation subsequently becomes available in this state and the
10356  foreign corporation elects to operate in this state under its
10357  actual name, or the foreign corporation chooses to change its
10358  alternate name, a record approving the election or change, as
10359  the case may be, by its directors or shareholders, and signed as
10360  required pursuant to s. 607.0120, shall be delivered to the
10361  department for filing:
10362         (a) May add the word “corporation,” “company,” or
10363  “incorporated” or the abbreviation “Corp.,” “Inc.,” “Co.,” or
10364  the designation “Corp,” “Inc,” or “Co,” as will clearly indicate
10365  that it is a corporation instead of a natural person,
10366  partnership, or other business entity; or
10367         (b) May use an alternate name to transact business in this
10368  state if its real name is unavailable. Any such alternate
10369  corporate name, adopted for use in this state, shall be cross
10370  referenced to the real corporate name in the records of the
10371  Division of Corporations. If the corporation’s real corporate
10372  name becomes available in this state or the corporation chooses
10373  to change its alternate name, a copy of the resolution of its
10374  board of directors changing or withdrawing the alternate name,
10375  executed as required by s. 607.0120, shall be delivered for
10376  filing.
10377         (2) A foreign corporation that adopts an alternate name
10378  under subsection (1) and obtains a certificate of authority with
10379  the alternate name need not comply with s. 865.09 with respect
10380  to the alternate name The corporate name (including the
10381  alternate name) of a foreign corporation must be distinguishable
10382  upon the records of the Division of Corporations from:
10383         (a) Any corporate name of a corporation incorporated or
10384  authorized to transact business in this state;
10385         (b) The alternate name of another foreign corporation
10386  authorized to transact business in this state;
10387         (c) The corporate name of a not-for-profit corporation
10388  incorporated or authorized to transact business in this state;
10389  and
10390         (d) The names of all other entities or filings, except
10391  fictitious name registrations pursuant to s. 865.09, organized
10392  or registered under the laws of this state that are on file with
10393  the Division of Corporations.
10394         (3) So long as a foreign corporation maintains a
10395  certificate of authority with an alternate name, a foreign
10396  corporation shall transact business in this state under the
10397  alternate name unless the corporation is authorized under s.
10398  865.09 to transact business in this state under another name.
10399         (4)(3) If a foreign corporation authorized to transact
10400  business in this state changes its corporate name to one that
10401  does not comply with satisfy the requirements of s. 607.0401, it
10402  may not thereafter transact business in this state under the
10403  changed name until it complies with subsection (1) adopts a name
10404  satisfying the requirements of s. 607.0401 and obtains an
10405  amended certificate of authority under s. 607.1504.
10406         (5) Notwithstanding the foregoing, a foreign corporation
10407  may register under a name that is not otherwise distinguishable
10408  on the records of the department with the written consent of the
10409  other entity if the consent is filed with the department at the
10410  time of registration of such name and if such name is not
10411  identical to the name of the other entity.
10412         Section 203. Section 607.1507, Florida Statutes, is amended
10413  to read:
10414         607.1507 Registered office and registered agent of foreign
10415  corporation.—
10416         (1) Each foreign corporation authorized to transact
10417  business in this state shall designate and must continuously
10418  maintain in this state:
10419         (a) A registered office, which may be the same as that may
10420  be the same as any of its place places of business in this
10421  state; and
10422         (b) A registered agent, which must who may be:
10423         1. An individual who resides in this state and whose
10424  business address is identical to the address of office is
10425  identical with the registered office;
10426         2. A domestic entity that is an authorized entity and whose
10427  business address is identical to the address of the registered
10428  office; or
10429         3. Another foreign entity authorized to transact business
10430  in this state which is an authorized entity and whose business
10431  address is identical to the address of corporation or not-for
10432  profit corporation as defined in chapter 617, the business
10433  office of which is identical with the registered office; or
10434         3. Another foreign corporation or foreign not-for-profit
10435  corporation authorized pursuant to this chapter or chapter 617,
10436  to transact business or conduct its affairs in this state the
10437  business office of which is identical with the registered
10438  office.
10439         (2) This section does not apply to corporations that are
10440  required by law to designate the Chief Financial Officer as
10441  their attorney for service of process, associations subject to
10442  the provisions of chapter 665, and banks and trust companies
10443  subject to the financial institutions codes.
10444         (3) Each initial registered agent, and each successor
10445  registered agent that is appointed, shall A registered agent
10446  appointed pursuant to this section or a successor registered
10447  agent appointed pursuant to s. 607.1508 on whom process may be
10448  served shall each file a statement in writing with the
10449  department, in the form and manner Department of State, in such
10450  form and manner as shall be prescribed by the department,
10451  accepting the appointment as a registered agent while
10452  simultaneously with his or her being designated as the
10453  registered agent. The Such statement of acceptance must provide
10454  shall state that the registered agent is familiar with, and
10455  accepts, the obligations of that position.
10456         (4) The duties of a registered agent are as follows:
10457         (a) To forward to the foreign corporation at the address
10458  most recently supplied to the registered agent by the foreign
10459  corporation, a process, notice, or demand pertaining to the
10460  foreign corporation which is served on or received by the
10461  registered agent; and
10462         (b) If the registered agent resigns, to provide the notice
10463  required under s. 607.1509 to the foreign corporation at the
10464  address most recently supplied to the registered agent by the
10465  foreign corporation.
10466         (5) The department shall maintain an accurate record of the
10467  registered agents and registered offices for service of process
10468  and shall promptly furnish any information disclosed thereby
10469  upon request and payment of the required fee.
10470         (6) A foreign corporation may not prosecute or maintain any
10471  action in a court in this state until the foreign corporation
10472  complies with the provisions of this section, pays to the
10473  department the amounts required by this chapter, and, to the
10474  extent ordered by a court of competent jurisdiction, pays to the
10475  department a penalty of $5 for each day it has failed to so
10476  comply or $500, whichever is less.
10477         (7) A court may stay a proceeding commenced by a foreign
10478  corporation until the corporation complies with this section.
10479         Section 204. Section 607.1508, Florida Statutes, is amended
10480  to read:
10481         607.1508 Change of registered office and registered agent
10482  of foreign corporation.—
10483         (1) In order to change its registered agent or registered
10484  office address, a foreign corporation authorized to transact
10485  business in this state may deliver to the department change its
10486  registered office or registered agent by delivering to the
10487  Department of State for filing a statement of change containing
10488  the following that sets forth:
10489         (a) The name of the foreign corporation. Its name;
10490         (b) The name street address of its current registered
10491  office.;
10492         (c) If the current registered agent is to be changed, the
10493  name of the new registered agent.
10494         (d) The street address of its current registered office for
10495  its current registered agent.
10496         (e) If the street address of the current registered office
10497  is to be changed, the new street address of the registered
10498  office
10499         (c) If the current registered office is to be changed, the
10500  street address of its new registered office;
10501         (d) The name of its current registered agent;
10502         (e) If the current registered agent is to be changed, the
10503  name of its new registered agent and the new agent’s written
10504  consent (either on the statement or attached to it) to the
10505  appointment;
10506         (f) That, after the change or changes are made, the street
10507  address of its registered office and the business office of its
10508  registered agent will be identical; and
10509         (g) That such change was authorized by resolution duly
10510  adopted by its board of directors or by an officer of the
10511  corporation so authorized by the board of directors.
10512         (2) If the registered agent is changed, the written
10513  acceptance of the successor registered agent described in s.
10514  607.1507(3) must also be included in or attached to the
10515  statement of change.
10516         (3) A statement of change is effective when filed by the
10517  department.
10518         (4) The changes described in this section may also be made
10519  on the foreign corporation’s annual report or in an application
10520  for reinstatement filed with the department under s. 607.1622 If
10521  a registered agent changes the street address of her or his
10522  business office, she or he may change the street address of the
10523  registered office of any foreign corporation for which she or he
10524  is the registered agent by notifying the corporation in writing
10525  of the change and signing (either manually or in facsimile) and
10526  delivering to the Department of State for filing a statement of
10527  change that complies with the requirements of paragraphs (1)(a)
10528  (f) and recites that the corporation has been notified of the
10529  change.
10530         Section 205. Section 607.1509, Florida Statutes, is amended
10531  to read:
10532         607.1509 Resignation of registered agent of foreign
10533  corporation.—
10534         (1) A registered agent may resign as agent for a foreign
10535  corporation by delivering to the department for filing a signed
10536  statement of resignation containing the name of the foreign
10537  corporation The registered agent of a foreign corporation may
10538  resign his or her agency appointment by signing and delivering
10539  to the Department of State for filing a statement of resignation
10540  and mailing a copy of such statement to the corporation at the
10541  corporation’s principal office address shown in its most recent
10542  annual report or, if none, shown in its application for a
10543  certificate of authority or other most recently filed document.
10544  The statement of resignation must state that a copy of such
10545  statement has been mailed to the corporation at the address so
10546  stated. The statement of resignation may include a statement
10547  that the registered office is also discontinued.
10548         (2) After delivering the statement of resignation to the
10549  department for filing, the registered agent must promptly mail a
10550  copy to the foreign corporation at its current mailing address
10551  The agency appointment is terminated as of the 31st day after
10552  the date on which the statement was filed and, unless otherwise
10553  provided in the statement, termination of the agency acts as a
10554  termination of the registered office.
10555         (3) A registered agent is terminated upon the earlier of:
10556         (a) The 31st day after the department files the statement
10557  of resignation; or
10558         (b) When a statement of change or other record designating
10559  a new registered agent is filed by the department.
10560         (4) When a statement of resignation takes effect, the
10561  registered agent ceases to have responsibility for a matter
10562  thereafter tendered to it as agent for the foreign corporation.
10563  The resignation does not affect contractual rights that the
10564  foreign corporation has against the agent or that the agent has
10565  against the foreign corporation.
10566         (5) A registered agent may resign from a foreign
10567  corporation regardless of whether the foreign corporation has
10568  active status.
10569         Section 206. Section 607.15091, Florida Statutes, is
10570  created to read:
10571         607.15091 Change of name or address by registered agent.—
10572         (1) If a registered agent changes his or her name or
10573  address, the agent may deliver to the department for filing a
10574  statement of change containing the following:
10575         (a) The name of the foreign corporation represented by the
10576  registered agent.
10577         (b) The name of the registered agent as currently shown in
10578  the records of the department for the corporation.
10579         (c) If the name of the registered agent has changed, its
10580  new name.
10581         (d) If the address of the registered agent has changed, the
10582  new address.
10583         (e) A statement that the registered agent has given the
10584  notice required under subsection (2).
10585         (2) A registered agent shall promptly furnish notice of the
10586  statement of change and the changes made by the statement filed
10587  with the department to the represented foreign corporation.
10588         Section 207. Section 607.15092, Florida Statutes, is
10589  created to read:
10590         607.15092 Delivery of notice or other communication.—
10591         (1) Except as otherwise provided in this chapter,
10592  permissible means of delivery of a notice or other communication
10593  includes delivery by hand, the United States Postal Service, a
10594  commercial delivery service, and electronic transmission, all as
10595  more particularly described in s. 607.0141.
10596         (2) Except as provided in subsection (3), delivery to the
10597  department is effective only when a notice or other
10598  communication is received by the department.
10599         (3) If a check is mailed to the department for payment of
10600  an annual report fee or the annual supplemental fee required
10601  under s. 607.193, the check shall be deemed to have been
10602  received by the department as of the postmark date appearing on
10603  the envelope or package transmitting the check if the envelope
10604  or package is received by the department.
10605         Section 208. Section 607.15101, Florida Statutes, is
10606  amended to read:
10607         607.15101 Service of process, notice, or demand on a
10608  foreign corporation.—
10609         (1) A foreign corporation may be served with process
10610  required or authorized by law by serving on its registered
10611  agent.
10612         (2) If a foreign corporation ceases to have a registered
10613  agent or if its registered agent cannot with reasonable
10614  diligence be served, the process required or permitted by law
10615  may instead be served on the chair of the board, the president,
10616  any vice president, the secretary, or the treasurer of the
10617  foreign corporation at the principal office of the foreign
10618  corporation in this state.
10619         (3) If the process cannot be served on a foreign
10620  corporation pursuant to subsection (1) or subsection (2), the
10621  process may be served on the secretary of state as an agent of
10622  the foreign corporation.
10623         (4) Service of process on the secretary of state may be
10624  made by delivering to and leaving with the department duplicate
10625  copies of the process.
10626         (5) Service is effectuated under subsection (3) on the date
10627  shown as received by the department.
10628         (6) The department shall keep a record of each process
10629  served on the secretary of state pursuant to this section and
10630  record the time of and the action taken regarding the service.
10631         (7) Any notice or demand on a foreign corporation under
10632  this chapter may be given or made to the chair of the board, the
10633  president, any vice president, the secretary, or the treasurer
10634  of the foreign corporation; to the registered agent of the
10635  foreign corporation at the registered office of the foreign
10636  corporation in this state; or to any other address in this state
10637  that is in fact the principal office of the foreign corporation
10638  in this state.
10639         (8) This section does not affect the right to serve
10640  process, give notice, or make a demand in any other manner
10641  provided by law
10642         (1) The registered agent of a foreign corporation
10643  authorized to transact business in this state is the
10644  corporation’s agent for service of process, notice, or demand
10645  required or permitted by law to be served on the foreign
10646  corporation.
10647         (2) A foreign corporation may be served by registered or
10648  certified mail, return receipt requested, addressed to the
10649  secretary of the foreign corporation at its principal office
10650  shown in its application for a certificate of authority or in
10651  its most recent annual report if the foreign corporation:
10652         (a) Has no registered agent or its registered agent cannot
10653  with reasonable diligence be served;
10654         (b) Has withdrawn from transacting business in this state
10655  under s. 607.1520; or
10656         (c) Has had its certificate of authority revoked under s.
10657  607.1531.
10658         (3) Service is perfected under subsection (2) at the
10659  earliest of:
10660         (a) The date the foreign corporation receives the mail;
10661         (b) The date shown on the return receipt, if signed on
10662  behalf of the foreign corporation; or
10663         (c) Five days after its deposit in the United States mail,
10664  as evidenced by the postmark, if mailed postpaid and correctly
10665  addressed.
10666         (4) This section does not prescribe the only means, or
10667  necessarily the required means, of serving a foreign
10668  corporation. Process against any foreign corporation may also be
10669  served in accordance with chapter 48 or chapter 49.
10670         (5) Any notice to or demand on a foreign corporation made
10671  pursuant to this act may be made in accordance with the
10672  procedures for notice to or demand on domestic corporations
10673  under s. 607.0504.
10674         Section 209. Section 607.1520, Florida Statutes, is amended
10675  to read:
10676         607.1520 Withdrawal and cancellation of certificate of
10677  authority for of foreign corporation.—
10678         (1) To cancel its certificate of authority to transact
10679  business in this state, a foreign corporation must deliver to
10680  the department for filing a notice of withdrawal of certificate
10681  of authority. The certificate of authority is canceled when the
10682  notice of withdrawal becomes effective pursuant to s. 607.0123.
10683  The notice of withdrawal of certificate of authority must be
10684  signed by an officer or director and state the following:
10685         (a) The name of the foreign corporation as it appears on
10686  the records of the department.
10687         (b) The name of the foreign corporation’s jurisdiction of
10688  incorporation.
10689         (c) The date the foreign corporation was authorized to
10690  transact business in this state.
10691         (d) That the foreign corporation is withdrawing its
10692  certificate of authority in this state.
10693         (e) That it revokes the authority of its registered agent
10694  to accept service on its behalf and appoints the secretary of
10695  state as its agent for service of process based on a cause of
10696  action arising during the time it was authorized to transact
10697  business in this state.
10698         (f) A mailing address to which the secretary of state may
10699  mail a copy of any process served on the secretary of state
10700  under paragraph (e).
10701         (g) A commitment to notify the department in the future of
10702  any change in its mailing address A foreign corporation
10703  authorized to transact business in this state may not withdraw
10704  from this state until it obtains a certificate of withdrawal
10705  from the Department of State.
10706         (2) A foreign corporation authorized to transact business
10707  in this state may apply for a certificate of withdrawal by
10708  delivering an application to the Department of State for filing.
10709  The application shall be made on forms prescribed and furnished
10710  by the Department of State and shall set forth:
10711         (a) The name of the foreign corporation and the
10712  jurisdiction under the law of which it is incorporated;
10713         (b) That it is not transacting business in this state and
10714  that it surrenders its authority to transact business in this
10715  state;
10716         (c) That it revokes the authority of its registered agent
10717  to accept service on its behalf and appoints the Department of
10718  State as its agent for service of process based on a cause of
10719  action arising during the time it was authorized to transact
10720  business in this state;
10721         (d) A mailing address to which the Department of State may
10722  mail a copy of any process served on it under paragraph (c); and
10723         (e) A commitment to notify the Department of State in the
10724  future of any change in its mailing address.
10725         (2)(3) After the withdrawal of the foreign corporation is
10726  effective, service of process on the secretary of state
10727  Department of State under this section is service on the foreign
10728  corporation. Upon receipt of the process, the secretary of state
10729  Department of State shall mail a copy of the process to the
10730  foreign corporation at the mailing address set forth under
10731  paragraph (1)(f) subsection (2).
10732         Section 210. Section 607.1521, Florida Statutes, is created
10733  to read:
10734         607.1521 Withdrawal deemed on conversion to domestic filing
10735  entity.—A foreign corporation authorized to transact business in
10736  this state that converts to a domestic corporation or another
10737  domestic eligible entity that is organized, incorporated,
10738  registered, or otherwise formed through the delivery of a record
10739  to the department for filing is deemed to have withdrawn its
10740  certificate of authority on the effective date of the
10741  conversion.
10742         Section 211. Section 607.1522, Florida Statutes, is created
10743  to read:
10744         607.1522 Withdrawal on dissolution, merger, or conversion
10745  to certain nonfiling entities.—
10746         (1) A foreign corporation that is authorized to transact
10747  business in this state that has dissolved and completed winding
10748  up, has merged into a foreign eligible entity that is not
10749  authorized to transact business in this state, or has converted
10750  to a domestic or foreign eligible entity that is not organized,
10751  incorporated, registered or otherwise formed through the public
10752  filing of a record, shall deliver a notice of withdrawal of
10753  certificate of authority to the department for filing in
10754  accordance with s. 607.1520.
10755         (2) After a withdrawal under this section of a foreign
10756  corporation that has converted to another type of entity is
10757  effective, service of process in any action or proceeding based
10758  on a cause of action arising during the time the foreign
10759  corporation was authorized to transact business in this state
10760  may be made pursuant to s. 607.15101.
10761         Section 212. Section 607.1523, Florida Statutes, is created
10762  to read:
10763         607.1523 Action by Department of Legal Affairs.—The
10764  Department of Legal Affairs may maintain an action to enjoin a
10765  foreign corporation from transacting business in this state in
10766  violation of this chapter.
10767         Section 213. Section 607.1530, Florida Statutes, is amended
10768  to read:
10769         607.1530 Grounds for Revocation of certificate of authority
10770  to transact business.—
10771         (1)A The Department of State may commence a proceeding
10772  under s. 607.1531 to revoke the certificate of authority of a
10773  foreign corporation authorized to transact business in this
10774  state may be revoked by the department if:
10775         (a)(1) The foreign corporation does not deliver its annual
10776  report to the department has failed to file its annual report
10777  with the Department of State by 5 p.m. Eastern Time on the third
10778  Friday in September of each year;.
10779         (b)(2) The foreign corporation does not pay a fee or
10780  penalty due to the department under this chapter;, within the
10781  time required by this act, any fees, taxes, or penalties imposed
10782  by this act or other law.
10783         (c)(3) The foreign corporation does not appoint and
10784  maintain a registered agent as required by s. 607.1507; is
10785  without a registered agent or registered office in this state
10786  for 30 days or more.
10787         (d)(4) The foreign corporation does not deliver for filing
10788  a statement of a change under s. 607.1508 within 30 days after
10789  the change in the name or address of the agent has occurred,
10790  unless, within 30 days after the change occurred, either:
10791         1. The registered agent files a statement of change under
10792  s. 607.15091; or
10793         2. The change was made in accordance with s. 607.1508(4) or
10794  s. 607.1504(1)(c);
10795         (e) The foreign corporation has failed to amend its
10796  certificate of authority to reflect a change in its name on the
10797  records of the department or its jurisdiction of incorporation;
10798         (f) The foreign corporation’s period of duration stated in
10799  its articles of incorporation has expired; notify the Department
10800  of State under s. 607.1508 or s. 607.1509 that its registered
10801  agent has resigned or that its registered office has been
10802  discontinued within 30 days of the resignation or
10803  discontinuance.
10804         (g)(5) An incorporator, director, officer, or agent of the
10805  foreign corporation signs signed a document that she or he knew
10806  was false in a any material respect with the intent that the
10807  document be delivered to the department of State for filing;.
10808         (h)(6) The department of State receives a duly
10809  authenticated certificate from the Secretary of State or other
10810  official having custody of corporate records in the jurisdiction
10811  under the law of which the foreign corporation is incorporated
10812  stating that it has been dissolved or is no longer active on the
10813  official’s records; or disappeared as the result of a merger.
10814         (i)(7) The foreign corporation has failed to answer
10815  truthfully and fully, within the time prescribed by this chapter
10816  act, interrogatories propounded by the department of State.
10817         (2) Revocation of a foreign corporation’s certificate of
10818  authority for failure to file an annual report shall occur on
10819  the fourth Friday in September of each year. The department
10820  shall issue a notice in a record of the revocation to the
10821  revoked foreign corporation. Issuance of the notice may be by
10822  electronic transmission to a foreign corporation that has
10823  provided the department with an e-mail address.
10824         (3) If the department determines that one or more grounds
10825  exist under paragraph (1)(b) for revoking a foreign
10826  corporation’s certificate of authority, the department shall
10827  issue a notice in a record to the foreign corporation of the
10828  department’s intent to revoke the certificate of authority.
10829  Issuance of the notice may be by electronic transmission to a
10830  foreign corporation that has provided the department with an e
10831  mail address.
10832         (4) If, within 60 days after the department sends the
10833  notice of intent to revoke in accordance with subsection (3),
10834  the foreign corporation does not correct each ground for
10835  revocation or demonstrate to the reasonable satisfaction of the
10836  department that each ground determined by the department does
10837  not exist, the department shall revoke the foreign corporation’s
10838  authority to transact business in this state and issue a notice
10839  in a record of revocation which states the grounds for
10840  revocation. Issuance of the notice may be by electronic
10841  transmission to a foreign corporation that has provided the
10842  department with an e-mail address.
10843         (5) Revocation of a foreign corporation’s certificate of
10844  authority does not terminate the authority of the registered
10845  agent of the corporation.
10846         Section 214. Section 607.1531, Florida Statutes, is
10847  repealed.
10848         Section 215. Section 607.15315, Florida Statutes, is
10849  amended to read:
10850         607.15315 Revocation; application for Reinstatement
10851  following revocation of certificate of authority.—
10852         (1)(a) A foreign corporation the certificate of authority
10853  of which has been revoked pursuant to s. 607.1530 or former s.
10854  607.1531 may apply to the department of State for reinstatement
10855  at any time after the effective date of revocation of authority.
10856  The foreign corporation applying for reinstatement must submit
10857  all fees and penalties then owed by the foreign corporation at
10858  rates provided by law at the time the foreign corporation
10859  applies for reinstatement, together with an application for
10860  reinstatement prescribed and furnished by the department, which
10861  is signed by both the registered agent and an officer or
10862  director of the company and states application must:
10863         (a)1. Recite The name under which of the foreign
10864  corporation is authorized to transact business in this state.
10865  and the effective date of its revocation of authority;
10866         (b)2.The street address of the corporation’s principal
10867  office and mailing address. State that the ground or grounds for
10868  revocation of authority either did not exist or have been
10869  eliminated and that no further grounds currently exist for
10870  revocation of authority;
10871         (c)The jurisdiction of the foreign corporation’s formation
10872  and the date on which it became qualified to transact business
10873  in this state.
10874         (d) The foreign corporation’s federal employer
10875  identification number or, if none, whether one has been applied
10876  for.
10877         (e) The name, title or capacity, and address of at least
10878  one officer or director of the corporation.
10879         (f) Additional information that is necessary or appropriate
10880  to enable the department to carry out this chapter.
10881         (2) In lieu of the requirement to file an application for
10882  reinstatement as described in subsection (1), a foreign
10883  corporation whose certificate of authority has been revoked may
10884  submit all fees and penalties owed by the corporation at the
10885  rates provided by law at the time the corporation applies for
10886  reinstatement, together with a current annual report, signed by
10887  both the registered agent and an officer or director of the
10888  corporation, which contains the information described in
10889  subsection (1).
10890         (3) If the department determines that an application for
10891  reinstatement contains the information required under subsection
10892  (1) or subsection (2) and that the information is correct, upon
10893  payment of all required fees and penalties, the department shall
10894  reinstate the foreign corporation’s certificate of authority
10895         3.State that the foreign corporation’s name satisfies the
10896  requirements of s. 607.1506; and
10897         4. State that all fees owed by the corporation and computed
10898  at the rate provided by law at the time the foreign corporation
10899  applies for reinstatement have been paid; or
10900         (b) As an alternative, the foreign corporation may submit a
10901  current annual report, signed by the registered agent and an
10902  officer or director, which substantially complies with the
10903  requirements of paragraph (a).
10904         (2) If the Department of State determines that the
10905  application contains the information required by subsection (1)
10906  and that the information is correct, it shall cancel the
10907  certificate of revocation of authority and prepare a certificate
10908  of reinstatement that recites its determination and prepare a
10909  certificate of reinstatement, file the original of the
10910  certificate, and serve a copy on the corporation under s.
10911  607.0504(2).
10912         (4)(3) When a reinstatement becomes the reinstatement is
10913  effective, it relates back to and takes effect as of the
10914  effective date of the revocation of authority and the foreign
10915  corporation may operate in this state resumes carrying on its
10916  business as if the revocation of authority had never occurred.
10917         (5)(4) The name of the foreign corporation whose the
10918  certificate of authority of which has been revoked is not
10919  available for assumption or use by another eligible entity
10920  corporation until 1 year after the effective date of revocation
10921  of authority unless the corporation provides the department of
10922  State with a record signed an affidavit executed as required by
10923  s. 607.0120 which authorizes permitting the immediate assumption
10924  or use of the name by another eligible entity corporation.
10925         (6)(5) If the name of the foreign corporation applying for
10926  reinstatement has been lawfully assumed in this state by another
10927  eligible entity, the department corporation, the Department of
10928  State shall require the foreign corporation to comply with s.
10929  607.1506 before accepting its application for reinstatement.
10930         Section 216. Section 607.1532, Florida Statutes, is amended
10931  to read:
10932         607.1532 Judicial review of denial of reinstatement Appeal
10933  from revocation.—
10934         (1) If the department denies a foreign corporation’s
10935  application for reinstatement after revocation of its
10936  certificate of authority, the department shall serve the foreign
10937  corporation under s. 607.15101 with a written notice that
10938  explains the reason or reasons for the denial Department of
10939  State revokes the authority of any foreign corporation to
10940  transact business in this state pursuant to the provisions of
10941  this act, such foreign corporation may likewise appeal to the
10942  circuit court of the county where the registered office of such
10943  corporation in this state is situated by filing with the clerk
10944  of such court a petition setting forth a copy of its application
10945  for authority to transact business in this state and a copy of
10946  the certificate of revocation given by the Department of State,
10947  whereupon the matter shall be tried de novo by the court, and
10948  the court shall either sustain the action of the Department of
10949  State or direct the department to take such action as the court
10950  deems proper.
10951         (2) Within 30 days after service of a notice of denial of
10952  reinstatement, a foreign corporation may appeal the denial by
10953  petitioning the Circuit Court of Leon County to set aside the
10954  revocation. The petition must be served on the department and
10955  contain a copy of the department’s notice of revocation, the
10956  foreign corporation’s application for reinstatement, and the
10957  department’s notice of denial Appeals from all final orders and
10958  judgments entered by the circuit court under this section in
10959  review of any ruling or decision of the Department of State may
10960  be taken as in other civil actions.
10961         (3) The circuit court may order the department to reinstate
10962  the certificate of authority of the foreign corporation or take
10963  other action the court considers appropriate.
10964         (4) The circuit court’s final decision may be appealed as
10965  in other civil proceedings.
10966         Section 217. Section 607.1601, Florida Statutes, is amended
10967  to read:
10968         607.1601 Corporate records.—
10969         (1) A corporation shall maintain the following records:
10970  keep as permanent records minutes of all meetings of its
10971  shareholders and board of directors, a record of all actions
10972  taken by the shareholders or board of directors without a
10973  meeting, and a record of all actions taken by a committee of the
10974  board of directors in place of the board of directors on behalf
10975  of the corporation.
10976         (2) A corporation shall maintain accurate accounting
10977  records.
10978         (3) A corporation or its agent shall maintain a record of
10979  its shareholders in a form that permits preparation of a list of
10980  the names and addresses of all shareholders in alphabetical
10981  order by class of shares showing the number and series of shares
10982  held by each.
10983         (4) A corporation shall maintain its records in written
10984  form or in another form capable of conversion into written form
10985  within a reasonable time.
10986         (5) A corporation shall keep a copy of the following
10987  records:
10988         (a) Its articles or restated articles of incorporation, as
10989  and all amendments to them currently in effect;
10990         (b) Any notices to shareholders referred to in s.
10991  607.0120(11)(d) specifying facts on which a filed document is
10992  dependent, if such facts are not included in the articles of
10993  incorporation or otherwise available as specified in s.
10994  607.0120(11)(d);
10995         (c)(b) Its bylaws, as or restated bylaws and all amendments
10996  to them currently in effect;
10997         (c) Resolutions adopted by its board of directors creating
10998  one or more classes or series of shares and fixing their
10999  relative rights, preferences, and limitations, if shares issued
11000  pursuant to those resolutions are outstanding;
11001         (d) The minutes of all shareholders’ meetings and records
11002  of all action taken by shareholders without a meeting for the
11003  past 3 years;
11004         (d)(e)All written communications within the past 3 years
11005  to all shareholders generally or to all shareholders of a class
11006  or series within the past 3 years, including the financial
11007  statements furnished for the past 3 years under s. 607.1620;
11008         (e) Minutes of all meetings of, and records of all actions
11009  taken without a meeting by, its shareholders, its board of
11010  directors, and any board committees established under s.
11011  607.0825;
11012         (f) A list of the names and business street addresses of
11013  its current directors and officers; and
11014         (g) Its most recent annual report delivered to the
11015  department of State under s. 607.1622.
11016         (2) A corporation shall maintain all annual financial
11017  statements prepared for the corporation for its last 3 fiscal
11018  years, or such shorter period of existence, and any audit or
11019  other reports with respect to such financial statements.
11020         (3) A corporation shall maintain accounting records in a
11021  form that permits preparation of its financial statements.
11022         (4) A corporation shall maintain a record of its current
11023  shareholders in alphabetical order by class or series of shares
11024  showing the address of, and the number and class or series of
11025  shares held by, each shareholder. This subsection does not
11026  require the corporation to include the electronic mail address
11027  or other electronic contact information of a shareholder in such
11028  record.
11029         (5) A corporation shall maintain the records specified in
11030  this section in a manner so that they may be available for
11031  inspection within a reasonable time.
11032         Section 218. Section 607.1602, Florida Statutes, is amended
11033  to read:
11034         607.1602 Inspection of records by shareholders.—
11035         (1) A shareholder of a corporation is entitled to inspect
11036  and copy, during regular business hours at the corporation’s
11037  principal office, any of the records of the corporation
11038  described in s. 607.1601(1), excluding minutes of meetings of,
11039  and records of actions taken without a meeting by, the
11040  corporation’s board of directors and any board committees
11041  established under s. 607.0825, s. 607.1601(5) if the shareholder
11042  gives the corporation written notice of the shareholder’s his or
11043  her demand at least 5 business days before the date on which the
11044  shareholder he or she wishes to inspect and copy.
11045         (2) A shareholder of a corporation is entitled to inspect
11046  and copy, during regular business hours at a reasonable location
11047  specified by the corporation, any of the following records of
11048  the corporation if the shareholder meets the requirements of
11049  subsection (3) and gives the corporation written notice of the
11050  shareholder’s his or her demand at least 5 business days before
11051  the date on which the shareholder he or she wishes to inspect
11052  and copy:
11053         (a) Excerpts from minutes of any meeting of, or records of
11054  any actions taken without a meeting by, the corporation’s board
11055  of directors and board committees maintained in accordance with
11056  s. 607.1601(1), records of any action of a committee of the
11057  board of directors while acting in place of the board of
11058  directors on behalf of the corporation, minutes of any meeting
11059  of the shareholders, and records of action taken by the
11060  shareholders or board of directors without a meeting, to the
11061  extent not subject to inspection under subsection (1);
11062         (b) The financial statements of the corporation maintained
11063  in accordance with s. 607.1601(2);
11064         (c)(b) Accounting records of the corporation;
11065         (d)(c) The record of shareholders maintained in accordance
11066  with s. 607.1601(4); and
11067         (e)(d) Any other books and records.
11068         (3) A shareholder may inspect and copy the records
11069  described in subsection (2) only if:
11070         (a) The shareholder’s demand is made in good faith and for
11071  a proper purpose;
11072         (b) The shareholder’s demand shareholder describes with
11073  reasonable particularity the shareholder’s his or her purpose
11074  and the records the shareholder he or she desires to inspect;
11075  and
11076         (c) The records are directly connected with the
11077  shareholder’s purpose.
11078         (4) The corporation may impose reasonable restrictions on
11079  the disclosure, use, or distribution of, and reasonable
11080  obligations to maintain the confidentiality of, records
11081  described in subsection (2) A shareholder of a Florida
11082  corporation, or a shareholder of a foreign corporation
11083  authorized to transact business in this state who resides in
11084  this state, is entitled to inspect and copy, during regular
11085  business hours at a reasonable location in this state specified
11086  by the corporation, a copy of the records of the corporation
11087  described in s. 607.1601(5)(b) and (f), if the shareholder gives
11088  the corporation written notice of his or her demand at least 15
11089  business days before the date on which he or she wishes to
11090  inspect and copy.
11091         (5) For any meeting of shareholders for which the record
11092  date for determining shareholders entitled to vote at the
11093  meeting is different than the record date for notice of the
11094  meeting, any person who becomes a shareholder subsequent to the
11095  record date for notice of the meeting and is entitled to vote at
11096  the meeting is entitled to obtain from the corporation upon
11097  request the notice and any other information provided by the
11098  corporation to shareholders in connection with the meeting,
11099  unless the corporation has made such information generally
11100  available to shareholders by posting it on its website or by
11101  other generally recognized means. Failure of a corporation to
11102  provide such information does not affect the validity of action
11103  taken at the meeting.
11104         (6) The right of inspection granted by this section may not
11105  be abolished or limited by a corporation’s articles of
11106  incorporation or bylaws.
11107         (7)(5) This section does not affect:
11108         (a) The right of a shareholder to inspect and copy records
11109  under s. 607.0720 or, if the shareholder is in litigation with
11110  the corporation, to the same extent as any other litigant; or
11111         (b) The power of a court, independently of this chapter
11112  act, to compel the production of corporate records for
11113  examination and to impose reasonable restrictions as provided in
11114  s. 607.1604(3), provided that, in the case of production of
11115  records described in subsection (2) at the request of the
11116  shareholder, the shareholder has met the requirements of
11117  subsection (3).
11118         (8)(6) A corporation may deny any demand for inspection
11119  made pursuant to subsection (2) if the demand was made for an
11120  improper purpose, or if the demanding shareholder has within 2
11121  years preceding his or her demand sold or offered for sale any
11122  list of shareholders of the corporation or any other
11123  corporation, has aided or abetted any person in procuring any
11124  list of shareholders for any such purpose, or has improperly
11125  used any information secured through any prior examination of
11126  the records of the corporation or any other corporation.
11127         (9)(7) A shareholder may not sell or otherwise distribute
11128  any information or records inspected under this section, except
11129  to the extent that such use is for a proper purpose as defined
11130  in subsection (11) (3). Any person who violates this provision
11131  shall be subject to a civil penalty of $5,000.
11132         (10)(8) For purposes of this section, the term
11133  “shareholder” means a record shareholder, a beneficial
11134  shareholder, or an unrestricted voting trust beneficial owner
11135  includes a beneficial owner whose shares are held in a voting
11136  trust or by a nominee on his or her behalf.
11137         (11)(9) For purposes of this section, a “proper purpose”
11138  means a purpose reasonably related to such person’s interest as
11139  a shareholder.
11140         (12) The rights of a shareholder to obtain records under
11141  subsections (1) and (2) shall also apply to the records of
11142  subsidiaries of the corporation.
11143         Section 219. Section 607.1603, Florida Statutes, is amended
11144  to read:
11145         607.1603 Scope of inspection right.—
11146         (1) A shareholder may appoint an agent or attorney to
11147  exercise the shareholder’s inspection and copying rights under
11148  s. 607.1602 shareholder’s agent or attorney has the same
11149  inspection and copying rights as the shareholder he or she
11150  represents.
11151         (2) The corporation may, if reasonable, satisfy the right
11152  of a shareholder to copy records under s. 607.1602 by furnishing
11153  to the shareholder copies made by photocopy or other means
11154  chosen by the corporation, including furnishing copies through
11155  an electronic transmission includes, if reasonable, the right to
11156  receive copies made by photographic, xerographic, or other
11157  means.
11158         (3) The corporation may impose a reasonable charge to cover
11159  the costs of providing copies of any documents to the
11160  shareholder which may be based on an estimate of such costs,
11161  covering the costs of labor and material, for copies of any
11162  documents provided to the shareholder. The charge may not exceed
11163  the estimated cost of production or reproduction of the records.
11164  If the records are kept in other than written form, the
11165  corporation shall convert such records into written form upon
11166  the request of any person entitled to inspect the same. The
11167  corporation shall bear the costs of converting any records
11168  described in s. 607.1601(5). The requesting shareholder shall
11169  bear the costs, including the cost of compiling the information
11170  requested, incurred to convert any records described in s.
11171  607.1602(2).
11172         (4) If requested by a shareholder, The corporation may
11173  comply at its expense shall comply with a shareholder’s demand
11174  to inspect the records of shareholders under s. 607.1602(2)(d)
11175  s. 607.1602(2)(c) by providing the shareholder him or her with a
11176  list of its shareholders that was compiled no earlier than the
11177  date of the shareholder’s demand of the nature described in s.
11178  607.1601(3). Such a list must be compiled as of the last record
11179  date for which it has been compiled or as of a subsequent date
11180  if specified by the shareholder.
11181         Section 220. Section 607.1604, Florida Statutes, is amended
11182  to read:
11183         607.1604 Court-ordered inspection.—
11184         (1) If a corporation does not allow a shareholder who
11185  complies with s. 607.1602(1) or (4) to inspect and copy any
11186  records required by that subsection to be available for
11187  inspection, the circuit court in the applicable county where the
11188  corporation’s principal office (or, if none in this state, its
11189  registered office) is located may summarily order inspection and
11190  copying of the records demanded at the corporation’s expense
11191  upon application of the shareholder. If the court orders
11192  inspection and copying of the records demanded under s.
11193  607.1601(1), it shall also order the corporation to pay the
11194  shareholder’s expenses, including reasonable attorney fees,
11195  incurred to obtain the order and enforce its rights under this
11196  section.
11197         (2) If a corporation does not within a reasonable time
11198  allow a shareholder who complies with s. 607.1602(2) to inspect
11199  and copy the records required by that section any other record,
11200  the shareholder who complies with s. 607.1602(3) s. 607.1602(2)
11201  and (3), may apply to the circuit court in the applicable county
11202  where the corporation’s principal office (or, if none in this
11203  state, its registered office) is located for an order to permit
11204  inspection and copying of the records demanded. The court shall
11205  dispose of an application under this subsection on an expedited
11206  basis.
11207         (3) If the court orders inspection and or copying of the
11208  records demanded under s. 607.1602(2), it may impose reasonable
11209  restrictions on the disclosure, use, or distribution of, and
11210  reasonable obligations to maintain the confidentiality of, such
11211  records, and it shall also order the corporation to pay the
11212  shareholder’s expenses incurred costs, including reasonable
11213  attorney attorney’s fees, reasonably incurred to obtain the
11214  order and enforce its rights under this section unless the
11215  corporation establishes that the corporation, or the officer,
11216  director, or agent, as the case may be, proves that it or she or
11217  he refused inspection in good faith because the corporation it
11218  or she or he had:
11219         (a) A reasonable basis for doubt about the right of the
11220  shareholder to inspect or copy the records demanded; or.
11221         (b)(4)Required If the court orders inspection or copying
11222  of the records demanded, it may impose reasonable restrictions
11223  on the disclosure, use, or distribution of, and reasonable
11224  obligations to maintain the confidentiality of, such the records
11225  demanded to which by the demanding shareholder had been
11226  unwilling to agree.
11227         Section 221. Section 607.1605, Florida Statutes, is amended
11228  to read:
11229         607.1605 Inspection rights of records by directors.—
11230         (1) A director of a corporation is entitled to inspect and
11231  copy the books, records, and documents of the corporation at any
11232  reasonable time to the extent reasonably related to the
11233  performance of the director’s duties as a director, including
11234  duties as a member of a board committee, but not for any other
11235  purpose or in any manner that would violate any duty to the
11236  corporation.
11237         (2) The circuit court of the applicable county in which the
11238  corporation’s principal office or, if none in this state, its
11239  registered office is located may order inspection and copying of
11240  the books, records, and documents at the corporation’s expense,
11241  upon application of a director who has been refused such
11242  inspection rights, unless the corporation establishes that the
11243  director is not entitled to such inspection rights. The court
11244  shall dispose of an application under this subsection on an
11245  expedited basis.
11246         (3) If an order is issued, the court may include provisions
11247  protecting the corporation from undue burden or expense and
11248  prohibiting the director from using information obtained upon
11249  exercise of the inspection rights in a manner that would violate
11250  a duty to the corporation, and may also order the corporation to
11251  reimburse the director for the director’s costs, including
11252  reasonable attorney counsel fees, incurred in connection with
11253  the application.
11254         Section 222. Section 607.1620, Florida Statutes, is amended
11255  to read:
11256         607.1620 Financial statements for shareholders.—
11257         (1) Upon the written request of any shareholder, a
11258  corporation shall deliver or make available to the requesting
11259  shareholder the corporation’s annual financial statements for
11260  the most recent fiscal year of the corporation Unless modified
11261  by resolution of the shareholders within 120 days of the close
11262  of each fiscal year, a corporation shall furnish its
11263  shareholders annual financial statements which may be
11264  consolidated or combined statements of the corporation and one
11265  or more of its subsidiaries, as appropriate, that include a
11266  balance sheet as of the end of the fiscal year, an income
11267  statement for that year, and a statement of cash flows for that
11268  year. If annual financial statements have been are prepared for
11269  the corporation on the basis of generally accepted accounting
11270  principles for such specified period, the corporation shall
11271  deliver or make available such financial statements to the
11272  requesting shareholder, the annual financial statements must
11273  also be prepared on that basis.
11274         (2) If the annual financial statements to be delivered or
11275  made available to the requesting shareholder are audited or
11276  otherwise are reported upon by a public accountant, the report
11277  of the public accountant shall also be delivered or made
11278  available to the requesting shareholder his or her report must
11279  accompany them. If not, the statements must be accompanied by a
11280  statement of the president or the person responsible for the
11281  corporation’s accounting records:
11282         (a) Stating his or her reasonable belief whether the
11283  statements were prepared on the basis of generally accepted
11284  accounting principles and, if not, describing the basis of
11285  preparation; and
11286         (b) Describing any respects in which the statements were
11287  not prepared on a basis of accounting consistent with the
11288  statements prepared for the preceding year.
11289         (2)(3)A Any corporation required by subsection (1) to
11290  deliver or make available furnish annual financial statements to
11291  a requesting shareholder shall deliver or make available such
11292  annual financial statements to such shareholder within 5
11293  business days after the request if the annual financial
11294  statements have already been prepared and are available, or, if
11295  the annual financial statements have not been prepared, must
11296  notify the shareholder within 5 business days that the annual
11297  financial statements have not yet been prepared, and must
11298  deliver or make available such annual financial statements to
11299  the its shareholders shall furnish such annual financial
11300  statements to each shareholder within 120 days after the request
11301  close of each fiscal year or within such additional time
11302  thereafter as is reasonably necessary to enable the corporation
11303  to prepare its annual financial statements if, for reasons
11304  beyond the corporation’s control, it is unable to prepare its
11305  annual financial statements within the prescribed period.
11306  Thereafter, on written request from a shareholder who was not
11307  furnished the statements, the corporation shall furnish him or
11308  her the latest annual financial statements.
11309         (3) If requested by the requesting shareholder in its
11310  written request under subsection (1), the corporation shall
11311  promptly notify all other shareholders that the annual financial
11312  statements that have or are to be delivered or made available to
11313  the requesting shareholder have been or are being made available
11314  to the requesting shareholder and will also be delivered or made
11315  available to any other shareholder who makes its own written
11316  request to the corporation under subsection (1).
11317         (4) A corporation may fulfill its responsibilities under
11318  this section by delivering the specified annual financial
11319  statements, by posting the specified annual financial statements
11320  on its website, by any other generally recognized means, or in
11321  any other manner permitted by the applicable rules and
11322  regulations of the United States Securities and Exchange
11323  Commission
11324         (5) Notwithstanding subsections (1), (2), and (3):
11325         (a) As a condition to delivering or making available annual
11326  financial statements to any requesting shareholder, the
11327  corporation may require the requesting shareholder to agree to
11328  reasonable restrictions on the confidentiality, use, and
11329  distribution of such annual financial statements; and
11330         (b) The corporation may, if it reasonably determines that
11331  the shareholder’s request is not made in good faith or for a
11332  proper purpose, decline to deliver or make available such annual
11333  financial statements to that shareholder.
11334         (6) If a corporation does not respond to a shareholder’s
11335  request for annual financial statements pursuant to this section
11336  in accordance with subsection (3) within the applicable period
11337  specified in subsection (2):
11338         (a) The requesting shareholder may apply to the circuit
11339  court in the applicable county for an order requiring delivery
11340  of or access to the requested annual financial statements. The
11341  court shall dispose of an application under this subsection on
11342  an expedited basis.
11343         (b) If the court orders delivery or access to the requested
11344  annual financial statements, it may impose reasonable
11345  restrictions on their confidentiality, use, or distribution.
11346         (c) In such proceeding, if the corporation has declined to
11347  deliver or make available such annual financial statements
11348  because the shareholder had been unwilling to agree to
11349  restrictions proposed by the corporation on the confidentiality,
11350  use, and distribution of such financials statements, the
11351  corporation shall have the burden of demonstrating that the
11352  restrictions proposed by the corporation were reasonable.
11353         (d) In such proceeding, if the corporation has declined to
11354  deliver or make available such annual financial statements
11355  pursuant to s. 607.1620(5)(b), the corporation shall have the
11356  burden of demonstrating that it had reasonably determined that
11357  the shareholder’s request was not made in good faith or for a
11358  proper purpose.
11359         (7) If the court orders delivery or access to the requested
11360  annual financial statements it shall order the corporation to
11361  pay the shareholder’s expenses, including reasonable attorney
11362  fees, incurred to obtain such order unless the corporation
11363  establishes that it had refused delivery or access to the
11364  requested annual financial statements because the shareholder
11365  had refused to agree to reasonable restrictions on the
11366  confidentiality, use, or distribution of the annual financial
11367  statements or that the corporation had reasonably determined
11368  that the shareholder’s request was not made in good faith or for
11369  a proper purpose
11370         (4) If a corporation does not comply with the shareholder’s
11371  request for annual financial statements pursuant to this section
11372  within 30 days of delivery of such request to the corporation,
11373  the circuit court in the county where the corporation’s
11374  principal office (or, if none in this state, its registered
11375  office) is located may, upon application of the shareholder,
11376  summarily order the corporation to furnish such financial
11377  statements. If the court orders the corporation to furnish the
11378  shareholder with the financial statements demanded, it shall
11379  also order the corporation to pay the shareholder’s costs,
11380  including reasonable attorney’s fees, reasonably incurred to
11381  obtain the order and otherwise enforce its rights under this
11382  section.
11383         (5) The requirement to furnish annual financial statements
11384  as described in this section shall be satisfied by sending such
11385  annual financial statements by mail or electronic transmission.
11386  If a corporation has an outstanding class of securities
11387  registered under s. 12 of the Securities Exchange Act of 1934,
11388  as amended, the requirement to furnish annual financial
11389  statements may be satisfied by complying with 17 C.F.R. s.
11390  240.14a-16, as amended, with respect to the obligation of a
11391  corporation to furnish an annual financial report to
11392  shareholders pursuant to 17 C.F.R. s. 240.14a-3(b), as amended.
11393         Section 223. Section 607.1621, Florida Statutes, is
11394  repealed.
11395         Section 224. Section 607.1622, Florida Statutes, is amended
11396  to read:
11397         607.1622 Annual report for department of State.—
11398         (1) Each domestic corporation and each foreign corporation
11399  authorized to transact business in this state shall deliver to
11400  the department for filing an annual report that states the
11401  following of State for filing a sworn annual report on such
11402  forms as the Department of State prescribes that sets forth:
11403         (a) The name of the corporation or, if a foreign
11404  corporation, the name under which the foreign corporation is
11405  authorized to transact business in this state and the state or
11406  country under the law of which it is incorporated;
11407         (b) The date of its incorporation and or, if a foreign
11408  corporation, the jurisdiction of its incorporation and the date
11409  on which it became qualified to transact date on which it was
11410  admitted to do business in this state;
11411         (c) The street address of its principal office and the
11412  mailing address of the corporation;
11413         (d) The corporation’s federal employer identification
11414  number, if any, or, if none, whether one has been applied for;
11415         (e) The names and business street addresses of its
11416  directors and principal officers; and
11417         (f) The street address of its registered office and the
11418  name of its registered agent at that office in this state;
11419         (g) Language permitting a voluntary contribution of $5 per
11420  taxpayer, which contribution shall be transferred into the
11421  Election Campaign Financing Trust Fund. A statement providing an
11422  explanation of the purpose of the trust fund shall also be
11423  included; and
11424         (f)(h)Any additional information that is Such additional
11425  information as may be necessary or appropriate to enable the
11426  department of State to carry out the provisions of this chapter
11427  act.
11428         (2) If an annual report contains the name and address of a
11429  registered agent which differs from the information shown in the
11430  records of the department immediately before the annual report
11431  becomes effective, the differing information in the annual
11432  report is considered a statement of change under s. 607.0502
11433  Proof to the satisfaction of the Department of State that on or
11434  before May 1 such report was deposited in the United States mail
11435  in a sealed envelope, properly addressed with postage prepaid,
11436  shall be deemed compliance with this requirement.
11437         (3) If an annual report does not contain the information
11438  required in by this section, the department of State shall
11439  promptly notify the reporting domestic corporation or foreign
11440  corporation in writing and return the report to it for
11441  correction. If the report is corrected to contain the
11442  information required in subsection (1) by this section and
11443  delivered to the department of State within 30 days after the
11444  effective date of the notice, it will be considered timely
11445  delivered is deemed to be timely filed.
11446         (4) Each report shall be executed by the corporation by an
11447  officer or director or, if the corporation is in the hands of a
11448  receiver or trustee, shall be executed on behalf of the
11449  corporation by such receiver or trustee, and the signing thereof
11450  shall have the same legal effect as if made under oath, without
11451  the necessity of appending such oath thereto.
11452         (4)(5) The first annual report must be delivered to the
11453  department of State between January 1 and May 1 of the year
11454  following the calendar year in which a domestic corporation’s
11455  articles of incorporation became effective corporation was
11456  incorporated or a foreign corporation obtained its certificate
11457  of authority was authorized to transact business in this state.
11458  Subsequent annual reports must be delivered to the department of
11459  State between January 1 and May 1 of each calendar year
11460  thereafter. If one or more forms of annual report are submitted
11461  for a calendar year, the department shall file each of them and
11462  make the information contained in them part of the official
11463  record. The first form of annual report filed in a calendar year
11464  shall be considered the annual report for the calendar year, and
11465  each report filed after that one in the same calendar year shall
11466  be treated as an amended report for that calendar year the
11467  subsequent calendar years.
11468         (5)(6) Information in the annual report must be current as
11469  of the date the annual report is delivered to the department for
11470  filing executed on behalf of the corporation.
11471         (7) If an additional updated report is received, the
11472  department shall file the document and make the information
11473  contained therein part of the official record.
11474         (6)(8)A domestic corporation or foreign corporation that
11475  fails Any corporation failing to file an annual report that
11476  which complies with the requirements of this section may not
11477  prosecute or maintain shall not be permitted to maintain or
11478  defend any action in any court of this state until the such
11479  report is filed and all fees and penalties taxes due under this
11480  chapter act are paid, and shall be subject to dissolution or
11481  cancellation of its certificate of authority to transact do
11482  business as provided in this chapter act.
11483         (7)(9) The department shall prescribe the forms, which may
11484  be in an electronic format, on which to make the annual report
11485  called for in this section and may substitute the uniform
11486  business report, pursuant to s. 606.06, as a means of satisfying
11487  the requirement of this chapter part.
11488         (8) As a condition of a merger under s. 607.1101, each
11489  party to a merger which exists under the laws of this state, and
11490  each party to the merger which exists under the laws of another
11491  jurisdiction and has a certificate of authority to transact
11492  business or conduct its affairs in this state, must be active
11493  and current in filing its annual reports in the records of the
11494  department through December 31 of the calendar year in which the
11495  articles of merger are submitted to the department for filing.
11496         (9) As a condition of a conversion of an entity to a
11497  corporation under s. 607.11930, the entity, if it exists under
11498  the laws of this state or if it exists under the laws of another
11499  jurisdiction and has a certificate of authority to transact
11500  business or conduct its affairs in this state, must be active
11501  and current in filing its annual reports in the records of the
11502  department through December 31 of the calendar year in which the
11503  articles of conversion are submitted to the department for
11504  filing.
11505         (10) As a condition of a conversion of a domestic
11506  corporation to another type of entity under s. 607.11930, the
11507  domestic corporation converting to the other type of entity must
11508  be active and current in filing its annual reports in the
11509  records of the department through December 31 of the calendar
11510  year in which the articles of conversion are submitted to the
11511  department for filing.
11512         (11) As a condition of a share exchange between a
11513  corporation and another entity under s. 607.1102, the
11514  corporation, and each other entity that is a party to the share
11515  exchange which exists under the laws of this state, and each
11516  party to the share exchange which exists under the laws of
11517  another jurisdiction and has a certificate of authority to
11518  transact business or conduct its affairs in this state, must be
11519  active and current in filing its annual reports in the records
11520  of the department through December 31 of the calendar year in
11521  which the articles of share exchange are submitted to the
11522  department for filing.
11523         (12) As a condition of domestication of a domestic
11524  corporation into a foreign jurisdiction under s. 607.11920, the
11525  domestic corporation domesticating into a foreign jurisdiction
11526  must be active and current in filing its annual reports in the
11527  records of the department through December 31 of the calendar
11528  year in which the articles of domestication are submitted to the
11529  department for filing.
11530         Section 225. Section 607.1701, Florida Statutes, is amended
11531  to read:
11532         607.1701 Application to existing domestic corporation.—This
11533  chapter act applies to all domestic corporations in existence on
11534  January 1, 2020 July 1, 1990, that were incorporated under any
11535  general statute of this state providing for incorporation of
11536  corporations for profit if power to amend or repeal the statute
11537  under which the corporation was incorporated was reserved.
11538         Section 226. Section 607.1702, Florida Statutes, is amended
11539  to read:
11540         607.1702 Application to qualified foreign corporations.—A
11541  foreign corporation authorized to transact business in this
11542  state on January 1, 2020 July 1, 1990, is subject to this
11543  chapter, is deemed to be authorized to transact business in this
11544  state, and act but is not required to obtain a new certificate
11545  of authority to transact business under this chapter act.
11546         Section 227. Section 607.1711, Florida Statutes, is amended
11547  to read:
11548         607.1711 Application to foreign and interstate commerce.
11549  The provisions of this chapter act apply to commerce with
11550  foreign nations and among the several states only insofar as the
11551  same may be permitted under the Constitution and laws of the
11552  United States.
11553         Section 228. Section 607.1801, Florida Statutes, is
11554  repealed.
11555         Section 229. Section 607.1907, Florida Statutes, is amended
11556  to read:
11557         607.1907 Saving provision Effect of repeal of prior acts.—
11558         (1) Except as to procedural provisions, this act does not
11559  affect a pending action or proceeding or a right accrued before
11560  January 1, 2020, and a pending civil action or proceeding may be
11561  completed, and a right accrued may be enforced, as if this act
11562  had not become effective provided in subsection (2), the repeal
11563  of a statute by this act does not affect:
11564         (a) The operation of the statute or any action taken under
11565  it before its repeal, including, without limiting the generality
11566  of the foregoing, the continuing validity of any provision of
11567  the articles of incorporation or bylaws of a corporation
11568  authorized by the statute at the time of its adoption;
11569         (b) Any ratification, right, remedy, privilege, obligation,
11570  or liability acquired, accrued, or incurred under the statute
11571  before its repeal;
11572         (c) Any violation of the statute, or any penalty,
11573  forfeiture, or punishment incurred because of the violation,
11574  before its repeal;
11575         (d) Any proceeding, merger, consolidation, sale of assets,
11576  reorganization, or dissolution commenced under the statute
11577  before its repeal, and the proceeding, merger, consolidation,
11578  sale of assets, reorganization, or dissolution may be completed
11579  in accordance with the statute as if it had not been repealed.
11580         (2) If a penalty or punishment imposed for violation of a
11581  statute or rule repealed by this act is reduced by this act, the
11582  penalty or punishment, if not already imposed, shall be imposed
11583  in accordance with this act.
11584         Section 230. Section 607.1908, Florida Statutes, is created
11585  to read:
11586         607.1908 Severability clause.—If any provision of this
11587  chapter or its application to any person or circumstance is held
11588  invalid, the invalidity does not affect other provisions or
11589  applications of this chapter which can be given effect without
11590  the invalid provision or application, and to this end the
11591  provisions of this chapter are severable.
11592         Section 231. Subsections (2) and (3) of section 607.504,
11593  Florida Statutes, are amended to read:
11594         607.504 Election of social purpose corporation status.—
11595         (2) A plan of merger, domestication, conversion, or share
11596  exchange must be adopted by the minimum status vote if an entity
11597  that is not a social purpose corporation is a party to the
11598  merger, domestication, or conversion or if the exchanging entity
11599  in a share exchange and the surviving, new, or resulting entity
11600  is, or will be, a social purpose corporation.
11601         (3) If an entity elects to become a social purpose
11602  corporation by amendment of the articles of incorporation or by
11603  a merger, conversion, or share exchange, the shareholders of the
11604  entity are entitled to appraisal rights under and pursuant to
11605  ss. 607.1301-607.1340 ss. 607.1301-607.1333.
11606         Section 232. Subsections (2) and (3) of section 607.604,
11607  Florida Statutes, are amended to read:
11608         607.604 Election of benefit corporation status.—
11609         (2) A plan of merger, domestication, conversion, or share
11610  exchange must be adopted by the minimum status vote if an entity
11611  that is not a benefit corporation is a party to a merger,
11612  domestication, or conversion or if the exchanging entity in a
11613  share exchange and the surviving, new, or resulting entity is,
11614  or will be, a benefit corporation.
11615         (3) If an entity elects to become a benefit corporation by
11616  amendment of the articles of incorporation or by a merger,
11617  domestication, conversion, or share exchange, the shareholders
11618  of the entity are entitled to appraisal rights under and
11619  pursuant to ss. 607.1301-607.1340 ss. 607.1301-607.1333.
11620         Section 233. Paragraph (b) of subsection (23) and
11621  subsections (55) and (58) of section 605.0102, Florida Statutes,
11622  are amended to read:
11623         605.0102 Definitions.—As used in this chapter, the term:
11624         (23)
11625         (b) “Entity” does not include:
11626         1. An individual;
11627         2. A trust with a predominantly donative purpose or a
11628  charitable trust;
11629         3. An association or relationship that is not a partnership
11630  solely by reason of s. 620.8202(2) s. 620.8202(3) or a similar
11631  provision of the law of another jurisdiction;
11632         4. A decedent’s estate; or
11633         5. A government or a governmental subdivision, agency, or
11634  instrumentality.
11635         (55) “Private organic rules” means the rules, whether or
11636  not in a record, which govern the internal affairs of an entity,
11637  are binding on all its interest holders, and are not part of its
11638  public organic record, if any. Where private organic rules have
11639  been amended or restated, the term means the private organic
11640  rules as last amended or restated. The term includes:
11641         (a) The bylaws of a business corporation.
11642         (b) The bylaws of a nonprofit corporation.
11643         (c) The partnership agreement of a general partnership.
11644         (d) The partnership agreement of a limited partnership.
11645         (e) The operating agreement, limited liability company
11646  agreement, or similar agreement of a limited liability company.
11647         (f) The bylaws, trust instrument, or similar rules of a
11648  real estate investment trust.
11649         (g) The trust instrument of a statutory trust or similar
11650  rules of a business trust or common law business trust.
11651         (58) “Public organic record” means a record, the filing of
11652  which by a governmental body is required to form an entity, and
11653  an amendment to or restatement of that record. Where a public
11654  organic record has been amended or restated, the term means the
11655  public organic record as last amended or restated. The term
11656  includes the following:
11657         (a) The articles of incorporation of a business
11658  corporation.
11659         (b) The articles of incorporation of a nonprofit
11660  corporation.
11661         (c) The certificate of limited partnership of a limited
11662  partnership.
11663         (d) The articles of organization of a limited liability
11664  company.
11665         (e) The articles of incorporation of a general cooperative
11666  association or a limited cooperative association.
11667         (f) The certificate of trust of a statutory trust or
11668  similar record of a business trust.
11669         (g) The articles of incorporation of a real estate
11670  investment trust.
11671         Section 234. Paragraph (i) of subsection (3) of section
11672  605.0105, Florida Statutes, is amended to read:
11673         605.0105 Operating agreement; scope, function, and
11674  limitations.—
11675         (3) An operating agreement may not do any of the following:
11676         (i) Vary the grounds for dissolution specified in s.
11677  605.0702. Neither a deadlock resolution mechanism nor an
11678  oppressive action sale varies the grounds for dissolution for
11679  the purposes of this paragraph.
11680         Section 235. Paragraphs (a) and (b) of subsection (1) of
11681  section 605.0112, Florida Statutes, are amended, and subsection
11682  (6) is added to that section, to read:
11683         605.0112 Name.—
11684         (1) The name of a limited liability company:
11685         (a) Must contain the words “limited liability company” or
11686  the abbreviation “L.L.C.” or “LLC.as will clearly indicate
11687  that it is a limited liability company instead of a natural
11688  person, partnership, corporation, or other business entity.
11689         (b) Must be distinguishable in the records of the Division
11690  of Corporations of the department from the names of all other
11691  entities or filings that are on file with the department
11692  division, except fictitious name registrations pursuant to s.
11693  865.09, general partnership registrations pursuant to s.
11694  620.8105, and limited liability partnership statements pursuant
11695  to s. 620.9001 which are organized, registered, or reserved
11696  under the laws of this state; however, a limited liability
11697  company may register under a name that is not otherwise
11698  distinguishable on the records of the department division with
11699  the written consent of the other owner entity if the consent is
11700  filed with the department division at the time of registration
11701  of such name and if such name is not identical to the name of
11702  the other entity. A name that is different from the name of
11703  another entity or filing due to any of the following is not
11704  considered distinguishable:
11705         1. A suffix.
11706         2. A definite or indefinite article.
11707         3. The word “and” and the symbol “&.”
11708         4. The singular, plural, or possessive form of a word.
11709         5. A recognized abbreviation of a root word.
11710         6. A punctuation mark or a symbol.
11711         (6) A limited liability company in existence before January
11712  1, 2020, that has a name that does not clearly indicate that it
11713  is a limited liability company instead of a natural person,
11714  partnership, corporation, or other business entity may continue
11715  using such name until the limited liability company dissolves or
11716  amends its name in the records of the department.
11717         Section 236. Section 605.01125, Florida Statutes, is
11718  created to read:
11719         605.01125 Reserved name.—
11720         (1) A person may reserve the exclusive use of the name of a
11721  limited liability company, including an alternate name for a
11722  foreign limited liability company whose name is not available,
11723  by delivering an application to the department for filing. The
11724  application must set forth the name and address of the applicant
11725  and the name proposed to be reserved. If the department finds
11726  that the name of the limited liability company applied for is
11727  available, it must reserve the name for the applicant’s
11728  exclusive use for a nonrenewable 120-day period.
11729         (2) The owner of a reserved name of a limited liability
11730  company may transfer the reservation to another person by
11731  delivering to the department a signed notice of the transfer
11732  that states the name and address of the transferee.
11733         (3) The department may revoke any reservation if, after a
11734  hearing, it finds that the application therefor or any transfer
11735  thereof was not made in good faith.
11736         Section 237. Subsections (1) and (5) of section 605.0113,
11737  Florida Statutes, are amended, and subsection (6) is added to
11738  that section, to read:
11739         605.0113 Registered agent.—
11740         (1) Each limited liability company and each foreign limited
11741  liability company that has a certificate of authority under s.
11742  605.0902 shall designate and continuously maintain in this
11743  state:
11744         (a) A registered office, which may be the same as its place
11745  of business in this state; and
11746         (b) A registered agent, who must be:
11747         1. An individual who resides in this state and whose
11748  business address is identical to the address of the registered
11749  office; or
11750         2. Another domestic entity that is an authorized entity and
11751  whose business address is identical to the address of the
11752  registered office; or
11753         3. A foreign entity authorized to transact business in this
11754  state that is an authorized entity and A foreign or domestic
11755  entity authorized to transact business in this state whose
11756  business address is identical to the address of the registered
11757  office.
11758         (5) A limited liability company and each foreign limited
11759  liability company that has a certificate of authority under s.
11760  605.0902 may not prosecute or maintain, maintain, or defend an
11761  action in a court in this state until the limited liability
11762  company complies with this section, pays to the department any
11763  amounts required under this chapter, and, to the extent ordered
11764  by a court of competent jurisdiction, and pays to the department
11765  a penalty of $5 for each day it has failed to comply or $500,
11766  whichever is less, and pays any other amounts required under
11767  this chapter.
11768         (6) For the purposes of this section, “authorized entity”
11769  means:
11770         (a) A corporation for profit.
11771         (b) A limited liability company.
11772         (c) A limited liability partnership.
11773         (d) A limited partnership, including a limited liability
11774  limited partnership.
11775         Section 238. Paragraphs (c), (d), and (e) of subsection (1)
11776  of section 605.0114, Florida Statutes, are amended to read:
11777         605.0114 Change of registered agent or registered office.—
11778         (1) In order to change its registered agent or registered
11779  office address, a limited liability company or a foreign limited
11780  liability company may deliver to the department for filing a
11781  statement of change containing the following:
11782         (c) If the current registered agent is to be changed, the
11783  name of the new registered agent.
11784         (d) The street address of its current registered office for
11785  its current registered agent.
11786         (e) If the street address of the current registered office
11787  is to be changed, the new street address of the registered
11788  office in this state.
11789         Section 239. Subsection (2) of section 605.0115, Florida
11790  Statutes, is amended to read:
11791         605.0115 Resignation of registered agent.—
11792         (2) After delivering the statement of resignation to with
11793  the department for filing, the registered agent must promptly
11794  shall mail a copy to the limited liability company’s or foreign
11795  limited liability company’s current mailing address.
11796         Section 240. Paragraphs (b) through (e) of subsection (1)
11797  of section 605.0116, Florida Statutes, are amended to read:
11798         605.0116 Change of name or address by registered agent.—
11799         (1) If a registered agent changes his or her name or
11800  address, the agent may deliver to the department for filing a
11801  statement of change that provides the following:
11802         (b) The name of the registered agent as currently shown in
11803  the records of the department for the limited liability company
11804  or foreign limited liability company.
11805         (c) If the name of the registered agent has changed, its
11806  new name.
11807         (d) If the address of the registered agent has changed, the
11808  new address.
11809         (e) A statement that the registered agent has given the
11810  notice required under subsection (2).
11811         Section 241. Present subsection (7) of section 605.0117,
11812  Florida Statutes, is redesignated as subsection (8), subsections
11813  (1), (2), (3), (4), and (6) of that section are amended, and a
11814  new subsection (7) is added to that section, to read:
11815         605.0117 Service of process, notice, or demand.—
11816         (1) A limited liability company or registered foreign
11817  limited liability company may be served with process, notice, or
11818  a demand required or authorized by law by serving on its
11819  registered agent.
11820         (2) If a limited liability company or registered foreign
11821  limited liability company ceases to have a registered agent or
11822  if its registered agent cannot with reasonable diligence be
11823  served, the process, notice, or demand required or permitted by
11824  law may instead be served:
11825         (a) On a member of a member-managed limited liability
11826  company or registered foreign limited liability company; or
11827         (b) On a manager of a manager-managed limited liability
11828  company or registered foreign limited liability company.
11829         (3) If the process, notice, or demand cannot be served on a
11830  limited liability company or registered foreign limited
11831  liability company pursuant to subsection (1) or subsection (2),
11832  the process, notice, or demand may be served on the secretary of
11833  state department as an agent of the company.
11834         (4) Service of process on the secretary of state with
11835  process, notice, or a demand on the department may be made by
11836  delivering to and leaving with the department duplicate copies
11837  of the process, notice, or demand.
11838         (6) The department shall keep a record of each process,
11839  notice, and demand served pursuant to this section and record
11840  the time of and the action taken regarding the service.
11841         (7) Any notice or demand on a limited liability company or
11842  registered foreign limited liability company under this chapter
11843  may be given or made to any member of a member-managed limited
11844  liability company or registered foreign limited liability
11845  company or to any manager of a manager-managed limited liability
11846  company or registered foreign limited liability company; to the
11847  registered agent of the limited liability company or registered
11848  foreign limited liability company at the registered office of
11849  the limited liability company or registered foreign limited
11850  liability company in this state; or to any other address in this
11851  state that is in fact the principal office of the limited
11852  liability company or registered foreign limited liability
11853  company in this state.
11854         Section 242. Subsection (3) of section 605.0118, Florida
11855  Statutes, is amended to read:
11856         605.0118 Delivery of record.—
11857         (3) If a check is mailed to the department for payment of
11858  an annual report fee or the annual supplemental fee required
11859  under s. 607.193, the check shall be deemed to have been
11860  received by the department as of the postmark date appearing on
11861  the envelope or package transmitting the check if the envelope
11862  or package is received by the department.
11863         Section 243. Section 605.0207, Florida Statutes, is amended
11864  to read:
11865         605.0207 Effective date and time.—Except as otherwise
11866  provided in s. 605.0208, and subject to s. 605.0209(3), any
11867  document delivered to the department for filing under this
11868  chapter may specify an effective time and a delayed effective
11869  date. In the case of initial articles of organization, a prior
11870  effective date may be specified in the articles of organization
11871  if such date is within 5 business days before the date of
11872  filing. Subject to ss. 605.0114, 605.0115, 605.0208, and
11873  605.0209, a record filed by the department is effective:
11874         (1) If the record filed does not specify an effective time
11875  and does not specify a prior or a delayed effective date, on the
11876  date and at the time the record is accepted filed as evidenced
11877  by the department’s endorsement of the date and time on the
11878  filing record.
11879         (2) If the record filed specifies an effective time, but
11880  not a prior or delayed effective date, on the date the record is
11881  filed at the time specified in the filing record.
11882         (3) If the record filed specifies a delayed effective date,
11883  but not an effective time, at 12:01 a.m. on the earlier of:
11884         (a) The specified date; or
11885         (b) The 90th day after the record is filed.
11886         (4) If the record filed specifies a delayed effective date
11887  and an effective time, at the specified time on or the earlier
11888  of:
11889         (a) The specified date; or
11890         (b) The 90th day after the record is filed.
11891         (5)(4) If the record filed is the initial articles of
11892  organization and specifies an effective a date before the
11893  effective date of the filing, but no effective time, at 12:01
11894  a.m. on the later of:
11895         (a) The specified date; or
11896         (b) The 5th business day before the record is filed.
11897         (6)(5) If the record filed is the initial articles of
11898  organization and specifies an effective time and an effective a
11899  delayed effective date, at the specified time on the earlier of:
11900         (a) The specified date; or
11901         (b) The 90th day after the record is filed.
11902         (6) If the record specifies an effective time and a prior
11903  effective date before the date of the filing, at the specified
11904  time on the later of:
11905         (a) The specified date; or
11906         (b) The 5th business day before the record is filed.
11907         (7)If a filed document does not specify the time zone or
11908  place at which the date or time, or both, is to be determined,
11909  the date or time, or both, at which it becomes effective shall
11910  be those prevailing at the place of filing in this state.
11911         Section 244. Subsection (3) of section 605.0209, Florida
11912  Statutes, is amended to read:
11913         605.0209 Correcting filed record.—
11914         (3) A statement of correction:
11915         (a) May not state a delayed effective date;
11916         (b) Must be signed by the person correcting the filed
11917  record;
11918         (c) Must identify the filed record to be corrected,
11919  including such record’s filing date, or attach a copy of the
11920  record to the statement of correction;
11921         (d) Must specify the inaccuracy or defect to be corrected;
11922  and
11923         (e) Must correct the inaccuracy or defect.
11924         Section 245. Subsection (7) of section 605.0210, Florida
11925  Statutes, is amended to read:
11926         605.0210 Duty of department to file; review of refusal to
11927  file; transmission of information by department.—
11928         (7) If the department refuses to file a record delivered to
11929  its office for filing, the person who submitted the record for
11930  filing may petition the Circuit Court of Leon County to compel
11931  filing of the record. The record and the explanation from of the
11932  department of the refusal to file must be attached to the
11933  petition. The court may decide the matter in a summary
11934  proceeding and the court may summarily order the department to
11935  file the record or take other action the court considers
11936  appropriate. The court’s final decision may be appealed as in
11937  other civil proceedings.
11938         Section 246. Paragraph (a) of subsection (2) and subsection
11939  (3) of section 605.0211, Florida Statutes, are amended to read:
11940         605.0211 Certificate of status.—
11941         (2) The department, upon request and payment of the
11942  requisite fee, shall furnish a certificate of status for a
11943  foreign limited liability company if the records filed show that
11944  the department has filed a certificate of authority. A
11945  certificate of status for a foreign limited liability company
11946  must state the following:
11947         (a) The foreign limited liability company’s name and any a
11948  current alternate name adopted under s. 605.0906(1) for use in
11949  this state.
11950         (3) Subject to any qualification stated in the certificate
11951  of status, a certificate of status issued by the department is
11952  conclusive evidence that the domestic limited liability company
11953  is in existence and is of active status in this state or the
11954  foreign limited liability company is authorized to transact
11955  business in this state and is of active status in this state.
11956         Section 247. Section 605.0215, Florida Statutes, is amended
11957  to read:
11958         605.0215 Certificates to be received in evidence and
11959  evidentiary effect of copy of filed document.—All certificates
11960  issued by the department in accordance with this chapter shall
11961  be taken and received in all courts, public offices, and
11962  official bodies as prima facie evidence of the facts stated. A
11963  certificate from the department delivered with a copy of a
11964  document filed by the department bearing the signature of the
11965  secretary of state, which may be in facsimile, and the seal of
11966  this state is conclusive evidence that the original document is
11967  on file with the department.
11968         Section 248. Subsections (1) through (4) of section
11969  605.04092, Florida Statutes, are amended to read:
11970         605.04092 Conflict of interest transactions.—
11971         (1) As used in this section, the following terms and
11972  definitions apply:
11973         (a) A member or manager is “indirectly” a party to a
11974  transaction if that member or manager has a material financial
11975  interest in or is a director, officer, member, manager, or
11976  partner of a person, other than the limited liability company,
11977  who is a party to the transaction.
11978         (b) A member or manager has an “indirect material financial
11979  interest” if a spouse or other family member has a material
11980  financial interest in the transaction, other than having an
11981  indirect interest as a member or manager of the limited
11982  liability company, or if the transaction is with an entity,
11983  other than the limited liability company, which has a material
11984  financial interest in the transaction and controls, or is
11985  controlled by, the member or manager or another person specified
11986  in this subsection.
11987         (c) “Fair to the limited liability company” means that the
11988  transaction, as a whole, is beneficial to the limited liability
11989  company and its members, taking into appropriate account whether
11990  it is:
11991         1. Fair in terms of the member’s or manager’s dealings with
11992  the limited liability company in connection with that
11993  transaction; and
11994         2. Comparable to what might have been obtainable in an
11995  arm’s length transaction.
11996         (d) “Family member” includes any of the following:
11997         1. The member’s or manager’s spouse.
11998         2. A child, stepchild, parent, stepparent, grandparent,
11999  sibling, step sibling, or half sibling of the member or manager
12000  or the member’s or manager’s spouse.
12001         (e)“Manager’s conflict of interest transaction” means a
12002  transaction between a limited liability company and one or more
12003  of its managers, or another entity in which one or more of the
12004  limited liability company’s managers is directly or indirectly a
12005  party to the transaction, other than being an indirect party as
12006  a result of being a member of the limited liability company, and
12007  has a direct or indirect material financial interest or other
12008  material interest.
12009         (f) “Material financial interest” or “other material
12010  interest” means a financial or other interest in the transaction
12011  that would reasonably be expected to impair the objectivity of
12012  the judgment of the member or manager when participating in the
12013  action on the authorization of the transaction.
12014         (g) “Member’s conflict of interest transaction” means a
12015  transaction between a limited liability company and one or more
12016  of its members, or another entity in which one or more of the
12017  limited liability company’s members is directly or indirectly a
12018  party to the transaction, other than being an indirect party as
12019  a result of being a member of the limited liability company, and
12020  has a direct or indirect material financial interest or other
12021  material interest.
12022         (2) If the requirements of this section have been
12023  satisfied, a member’s conflict of interest transaction or a
12024  manager’s conflict of interest transaction between a limited
12025  liability company and one or more of its members or managers, or
12026  another entity in which one or more of the limited liability
12027  company’s members or managers have a financial or other
12028  interest, is not void or voidable because of that relationship
12029  or interest; because the members or managers are present at the
12030  meeting of the members or managers at which the transaction was
12031  authorized, approved, effectuated, or ratified; or because the
12032  votes of the members or managers are counted for such purpose.
12033         (3) If a member’s conflict of interest transaction or a
12034  manager’s conflict of interest transaction is fair to the
12035  limited liability company at the time it is authorized,
12036  approved, effectuated, or ratified, the fact that a member or
12037  manager of the limited liability company is directly or
12038  indirectly a party to the transaction, other than being an
12039  indirect party as a result of being a member or manager of the
12040  limited liability company, or has a direct or indirect material
12041  financial interest or other interest in the transaction, other
12042  than having an indirect interest as a result of being a member
12043  or manager of the limited liability company, is not grounds for
12044  equitable relief and does not give rise to an award of damages
12045  or other sanctions.
12046         (4)(a) In a proceeding challenging the validity of a
12047  member’s conflict of interest transaction or a manager’s
12048  conflict of interest transaction or in a proceeding seeking
12049  equitable relief, award of damages, or other sanctions with
12050  respect to a member’s conflict of interest transaction or a
12051  manager’s conflict of interest transaction, described in
12052  subsection (3), the person challenging the validity or seeking
12053  equitable relief, award of damages, or other sanctions has the
12054  burden of proving the lack of fairness of the transaction if:
12055         1. In a manager-managed limited liability company, the
12056  material facts of the transaction and the member’s or manager’s
12057  interest in the transaction were disclosed or known to the
12058  managers or a committee of managers who voted upon the
12059  transaction and the transaction was authorized, approved, or
12060  ratified by a majority of the disinterested managers even if the
12061  disinterested managers constitute less than a quorum; however,
12062  the transaction cannot be authorized, approved, or ratified
12063  under this subsection solely by a single manager; and
12064         2. In a member-managed limited liability company, or a
12065  manager-managed limited liability company in which the managers
12066  have failed to or cannot act under subparagraph 1., the material
12067  facts of the transaction and the member’s or manager’s interest
12068  in the transaction were disclosed or known to the members who
12069  voted upon such transaction and the transaction was authorized,
12070  approved, or ratified by a majority-in-interest of the
12071  disinterested members even if the disinterested members
12072  constitute less than a quorum; however, the transaction cannot
12073  be authorized, approved, or ratified under this subsection
12074  solely by a single member; or
12075         (b) If neither of the conditions provided in paragraph (a)
12076  has been satisfied, the person defending or asserting the
12077  validity of a member’s conflict of interest transaction or a
12078  manager’s conflict of interest transaction described in
12079  subsection (3) has the burden of proving its fairness in a
12080  proceeding challenging the validity of the transaction.
12081         Section 249. Paragraph (c) of subsection (3) of section
12082  605.0410, Florida Statutes, is amended to read:
12083         605.0410 Records to be kept; rights of member, manager, and
12084  person dissociated to information.—
12085         (3) In a manager-managed limited liability company, the
12086  following rules apply:
12087         (c) Within 10 days after receiving a demand pursuant to
12088  subparagraph (b)2. (2)(b)2., the company shall, in a record,
12089  inform the member who made the demand of:
12090         1. The information that the company will provide in
12091  response to the demand and when and where the company will
12092  provide the information; and
12093         2. The company’s reasons for declining, if the company
12094  declines to provide any demanded information.
12095         Section 250. Paragraph (b) of subsection (1) and subsection
12096  (2) of section 605.0702, Florida Statutes, are amended, and
12097  subsections (3), (4), and (5) are added to that section, to
12098  read:
12099         605.0702 Grounds for judicial dissolution.—
12100         (1) A circuit court may dissolve a limited liability
12101  company:
12102         (b) In a proceeding by a manager or member to dissolve the
12103  limited liability company if it is established that:
12104         1. The conduct of all or substantially all of the company’s
12105  activities and affairs is unlawful;
12106         2. It is not reasonably practicable to carry on the
12107  company’s activities and affairs in conformity with the articles
12108  of organization and the operating agreement;
12109         3. The managers or members in control of the company have
12110  acted, are acting, or will are reasonably expected to act in a
12111  manner that is illegal, oppressive, or fraudulent;
12112         4. The limited liability company’s assets are being
12113  misappropriated or wasted, causing injury to the limited
12114  liability company, or in a proceeding by a member, causing
12115  injury to one or more of its members; or
12116         5. The managers or the members of the limited liability
12117  company are deadlocked in the management of the limited
12118  liability company’s activities and affairs, the members are
12119  unable to break the deadlock, and irreparable injury to the
12120  limited liability company is threatened or being suffered.
12121         (2)(a) If the managers or the members of the limited
12122  liability company are deadlocked in the management of the
12123  limited liability company’s activities and affairs, the members
12124  are unable to break the deadlock, and irreparable injury to the
12125  limited liability company is threatened or being suffered, if
12126  the operating agreement contains a deadlock sale provision that
12127  has been initiated before the time that the court determines
12128  that the grounds for judicial dissolution exist under
12129  subparagraph (1)(b)5., then such deadlock sale provision applies
12130  to the resolution of such deadlock instead of the court entering
12131  an order of judicial dissolution or an order directing the
12132  purchase of petitioner’s interest under s. 605.0706, so long as
12133  the provisions of such deadlock sale provision are thereafter
12134  initiated and effectuated in accordance with the terms of such
12135  deadlock sale provision or otherwise pursuant to an agreement of
12136  the members of the company.
12137         (b) As used in this section, the term “deadlock sale
12138  provision” means a provision in an operating agreement which is
12139  or may be applicable in the event of a deadlock among the
12140  managers or the members of the limited liability company which
12141  the members of the company are unable to break and which
12142  provides for a deadlock breaking mechanism, including, but not
12143  limited to:
12144         1. A redemption or a purchase and sale of interests; or
12145         2. A governance change, among or between members;
12146         3. The sale of the company or all or substantially all of
12147  the assets of the company; or
12148         4. A similar provision that, if initiated and effectuated,
12149  breaks the deadlock by causing the transfer of interests, a
12150  governance change, or the sale of all or substantially all of
12151  the company’s assets. A deadlock sale provision in an operating
12152  agreement which is not initiated and effectuated before the
12153  court enters an order of judicial dissolution under subparagraph
12154  (1)(b)5. or an order directing the purchase of petitioner’s
12155  interest under s. 605.0706 does not adversely affect the rights
12156  of members and managers to seek judicial dissolution under
12157  subparagraph (1)(b)5. or the rights of the company or one or
12158  more members to purchase the petitioner’s interest under s.
12159  605.0706. The filing of an action for judicial dissolution on
12160  the grounds described in subparagraph (1)(b)5. or an election to
12161  purchase the petitioner’s interest under s. 605.0706 does not
12162  adversely affect the right of a member to initiate an available
12163  deadlock sale provision under the operating agreement or to
12164  enforce a member-initiated or an automatically-initiated
12165  deadlock sale provision if the deadlock sale provision is
12166  initiated and effectuated before the court enters an order of
12167  judicial dissolution under subparagraph (1)(b)5. or an order
12168  directing the purchase of petitioner’s interest under s.
12169  605.0706.
12170         (3) A proceeding by a member under subparagraph (1)(b)3.
12171  asserting that the members or managers in control of the limited
12172  liability company have acted, are acting, or will act in a
12173  manner that is oppressive may only be brought by a member who,
12174  at the time that such proceeding is commenced, owns at least 10
12175  percent of the outstanding membership interests of the limited
12176  liability company.
12177         (4)(a)In the event of oppressive action that satisfies
12178  subparagraph (1)(b)3., if the members are subject to an
12179  operating agreement that contains an oppressive action sale
12180  provision, then such oppressive action sale provision sha