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2012 Florida Statutes
CORPORATIONS Entire Chapter
CORPORATIONS Entire Chapter
Reservation of power to amend or repeal.
Fees for filing documents and issuing certificates.
Effective time and date of document.
Correcting filed document.
Filing duties of Department of State.
Appeal from Department of State’s refusal to file document.
Evidentiary effect of copy of filed document.
Certificate of status.
Powers of Department of State.
Articles of incorporation; content.
Liability for preincorporation transactions.
Organizational meeting of directors.
Purposes and application.
Registered name; application; renewal; revocation.
Registered office and registered agent.
Change of registered office or registered agent; resignation of registered agent.
Service of process, notice, or demand on a corporation.
Registered agent; duties.
Terms of class or series determined by board of directors.
Issued and outstanding shares.
Subscriptions for shares.
Issuance of shares.
Liability for shares issued before payment.
Form and content of certificates.
Shares without certificates.
Restriction on transfer of shares and other securities.
Expenses of issue.
Shareholders’ preemptive rights.
Corporation’s acquisition of its own shares.
Distributions to shareholders.
Action by shareholders without a meeting.
Notice of meeting.
Waiver of notice.
Shareholders’ list for meeting.
Voting entitlement of shares.
Shares held by nominees.
Corporation’s acceptance of votes.
Quorum and voting requirements for voting groups.
Action by single and multiple voting groups.
Voting for directors; cumulative voting.
Shareholders’ derivative actions.
Requirement for and duties of board of directors.
Qualifications of directors.
Number of directors.
Election of directors by certain voting groups.
Terms of directors generally.
Staggered terms for directors.
Resignation of directors.
Removal of directors by shareholders.
Vacancy on board.
Compensation of directors.
Action by directors without a meeting.
Notice of meetings.
Waiver of notice.
Quorum and voting.
General standards for directors.
Liability of directors.
Director conflicts of interest.
Loans to officers, directors, and employees; guaranty of obligations.
Liability for unlawful distributions.
Duties of officers.
Resignation and removal of officers.
Contract rights of officers.
Indemnification of officers, directors, employees, and agents.
Authority to amend the articles of incorporation.
Amendment by board of directors.
Shares; combination or division.
Amendment by board of directors and shareholders.
Voting on amendments by voting groups.
Amendment before issuance of shares.
Articles of amendment.
Restated articles of incorporation.
Amendment pursuant to reorganization.
Effect of amendment.
Amendment of bylaws by board of directors or shareholders.
Bylaw increasing quorum or voting requirements for shareholders.
Bylaw increasing quorum or voting requirements for directors.
Action on plan.
Merger of subsidiary corporation.
Holding company formation by merger by certain corporations.
Articles of merger or share exchange.
Effect of merger or share exchange.
Merger or share exchange with foreign corporations.
Merger of domestic corporation and other business entity.
Articles of merger.
Effect of merger of domestic corporation and other business entity.
Conversion of domestic corporation into another business entity.
Certificate of conversion.
Effect of conversion of domestic corporation into another business entity.
Conversion of another business entity to a domestic corporation.
Sale of assets in regular course of business and mortgage of assets.
Sale of assets other than in regular course of business.
Appraisal rights; definitions.
Right of shareholders to appraisal.
Assertion of rights by nominees and beneficial owners.
Notice of appraisal rights.
Notice of intent to demand payment.
Appraisal notice and form.
Perfection of rights; right to withdraw.
Shareholder’s acceptance of corporation’s offer.
Procedure if shareholder is dissatisfied with offer.
Court costs and counsel fees.
Disposition of acquired shares.
Limitation on corporate payment.
Dissolution by incorporators or directors.
Dissolution by board of directors and shareholders; dissolution by written consent of shareholders.
Articles of dissolution.
Revocation of dissolution.
Effect of dissolution.
Known claims against dissolved corporation.
Unknown claims against dissolved corporation.
Grounds for administrative dissolution.
Procedure for and effect of administrative dissolution.
Reinstatement following administrative dissolution.
Appeal from denial of reinstatement.
Grounds for judicial dissolution.
Procedure for judicial dissolution.
Receivership or custodianship.
Judgment of dissolution.
Alternative remedies to judicial dissolution.
Election to purchase instead of dissolution.
Deposit with Department of Financial Services.
Authority of foreign corporation to transact business required.
Consequences of transacting business without authority.
Application for certificate of authority.
Amended certificate of authority.
Effect of certificate of authority.
Corporate name of foreign corporation.
Registered office and registered agent of foreign corporation.
Change of registered office and registered agent of foreign corporation.
Resignation of registered agent of foreign corporation.
Service of process, notice, or demand on a foreign corporation.
Withdrawal of foreign corporation.
Grounds for revocation of authority to transact business.
Procedure for and effect of revocation.
Revocation; application for reinstatement.
Appeal from revocation.
Inspection of records by shareholders.
Scope of inspection right.
Inspection of records by directors.
Financial statements for shareholders.
Other reports to shareholders.
Annual report for Department of State.
Application to existing domestic corporation.
Application to qualified foreign corporations.
Application to foreign and interstate commerce.
Domestication of foreign corporations.
Procedures for conversion to professional service corporation.
Effect of repeal of prior acts.
Supplemental corporate fee.