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The Florida Senate

CS/SB 602 — Business Organizations

by Commerce and Tourism Committee and Senator Burgess

This summary is provided for information only and does not represent the opinion of any Senator, Senate Officer, or Senate Office.

Prepared by: Commerce and Tourism Committee (CM)

This bill amends several sections of the Florida Business Corporation Act (FBCA), contained in ch. 607, F.S., and several related statutes. These changes address concerns raised by corporations and the legal community pursuant to a complete revision of the FBCA in 2019. Specifically, the bill:

  • Narrows the circumstances under which a shareholder may assert his or her appraisal rights;
  • Modifies the market out exception to accommodate privately-held corporations whose stock is not traded on an organized market, but who do have a comparable trading process;
  • Addresses appraisal arbitrage, wherein disinterested parties abuse the appraisal rights afforded under Florida law to churn additional profits from the process;
  • Makes clarifying and conforming changes to fix minor errors in the 2019 and 2020 FBCA legislation;
  • Revises the timeframe for eligible entities to be able to use the name of a dissolved corporation; and
  • Clarifies the application of corporation not-for-profit statutes in ch. 617, F.S., to the operation of condominiums, cooperatives, homeowners associations, timeshares, and mobile homeowners associations organized under chs. 718, 719, 720, 721, and 723, F.S.

If approved by the Governor, these provisions take effect upon becoming law.

Vote: Senate 39-0; House 115-1