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The Florida Senate

2013 Florida Statutes

Title XXXVI BUSINESS ORGANIZATIONS
Chapter 607 CORPORATIONS Entire Chapter
SECTION 01401
Definitions.
F.S. 607.01401
607.01401 Definitions.—As used in this act, unless the context otherwise requires, the term:
(1) “Articles of incorporation” includes original, amended, and restated articles of incorporation, articles of share exchange, and articles of merger, and all amendments thereto.
(2) “Authorized shares” means the shares of all classes a domestic or foreign corporation is authorized to issue.
(3) “Business day” means Monday through Friday, excluding any day a national banking association is not open for normal business transactions.
(4) “Conspicuous” means so written that a reasonable person against whom the writing is to operate should have noticed it. For example, printing in italics, boldface, or a contrasting color or typing in capitals or underlined is conspicuous.
(5) “Corporation” or “domestic corporation” means a corporation for profit, which is not a foreign corporation, incorporated under or subject to the provisions of this act.
(6) “Day” means a calendar day.
(7) “Deliver” or “delivery” means any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery, and electronic transmission.
(8) “Distribution” means a direct or indirect transfer of money or other property (except its own shares) or incurrence of indebtedness by a corporation to or for the benefit of its shareholders in respect of any of its shares. A distribution may be in the form of a declaration or payment of a dividend; a purchase, redemption, or other acquisition of shares; a distribution of indebtedness; or otherwise.
(9) “Electronic transmission” or “electronically transmitted” means any process of communication not directly involving the physical transfer of paper that is suitable for the retention, retrieval, and reproduction of information by the recipient. For purposes of proxy voting in accordance with ss. 607.0721, 607.0722, and 607.0724, the term includes, but is not limited to, telegrams, cablegrams, telephone transmissions, and transmissions through the Internet.
(10) “Employee” includes an officer but not a director. A director may accept duties that make him or her also an employee.
(11) “Entity” includes corporation and foreign corporation; unincorporated association; business trust, estate, partnership, trust, and two or more persons having a joint or common economic interest; and state, United States, and foreign governments.
(12) “Foreign corporation” means a corporation for profit incorporated under laws other than the laws of this state.
(13) “Governmental subdivision” includes authority, county, district, and municipality.
(14) “Includes” denotes a partial definition.
(15) “Individual” includes the estate of an incompetent or deceased individual.
(16) “Insolvent” means the inability of a corporation to pay its debts as they become due in the usual course of its business.
(17) “Mail” means the United States mail, facsimile transmissions, and private mail carriers handling nationwide mail services.
(18) “Means” denotes an exhaustive definition.
(19) “Person” includes individual and entity.
(20) “Principal office” means the office (in or out of this state) where the principal executive offices of a domestic or foreign corporation are located as designated in the articles of incorporation or other initial filing until an annual report has been filed, and thereafter as designated in the annual report.
(21) “Proceeding” includes civil suit and criminal, administrative, and investigatory action.
(22) “Record date” means the date on which a corporation determines the identity of its shareholders and their share holdings for purposes of this act. The determination shall be made as of the close of the business on the record date unless another time is fixed.
(23) “Secretary” means the corporate officer to whom the board of directors has delegated responsibility under s. 607.08401 for custody of the minutes of the meetings of the board of directors and of the shareholders and for authenticating records of the corporation.
(24) “Shareholder” or “stockholder” means one who is a holder of record of shares in a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation.
(25) “Shares” means the units into which the proprietary interests in a corporation are divided.
(26) “Sign” or “signature” means any symbol, manual, facsimile, conformed, or electronic signature adopted by a person with the intent to authenticate a document.
(27) “State,” when referring to a part of the United States, includes a state and commonwealth (and their agencies and governmental subdivisions) and a territory and insular possession (and their agencies and governmental subdivisions) of the United States.
(28) “Subscriber” means a person who subscribes for shares in a corporation, whether before or after incorporation.
(29) “Treasury shares” means shares of a corporation that belong to the issuing corporation, which shares are authorized and issued shares that are not outstanding, are not canceled, and have not been restored to the status of authorized but unissued shares.
(30) “United States” includes district, authority, bureau, commission, department, and any other agency of the United States.
(31) “Voting group” means all shares of one or more classes or series that under the articles of incorporation or this act are entitled to vote and be counted together collectively on a matter at the meeting of shareholders. All shares entitled by the articles of incorporation or this act to vote generally on the matter are for that purpose a single voting group.
History.—s. 14, ch. 89-154; s. 137, ch. 90-179; s. 4, ch. 97-102; s. 4, ch. 97-230; s. 18, ch. 99-218; s. 1, ch. 2001-195.
Note.—Former s. 607.0140.