2020 Florida Statutes
607.0120 Filing requirements.—
(1) A document must satisfy the requirements of this section and of any other section that adds to or varies these requirements to be entitled to filing by the department.
(2) This chapter must require or permit filing the document in the office of the department.
(3) The document must contain the information required by this chapter and may contain other information as well.
(4) The document must be typewritten or printed, or, if electronically transmitted, the document must be in a format that can be retrieved or reproduced in typewritten or printed form, and must be legible.
(5) The document must be in the English language. A corporate name need not be in English if written in English letters or Arabic or Roman numerals, and the certificate of status required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation.
(6) The document must be signed:
(a) By a director of a domestic or foreign corporation, or by its president or by another of its officers;
(b) If directors or officers have not been selected or the corporation has not been formed, by an incorporator; or
(c) If the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary.
(7) The person executing the document shall sign it and state beneath or opposite his or her signature his or her name and the capacity in which he or she signs. The document may, but need not, contain the corporate seal, an attestation, an acknowledgment, or a verification.
(8) If the department has prescribed a mandatory form for the document under s. 607.0121, the document must be in or on the prescribed form.
(9) The document must be delivered to the office of the department for filing. Delivery may be made by electronic transmission if and to the extent permitted by the department. If it is filed in typewritten or printed form and not transmitted electronically, the department may require one exact or conformed copy, to be delivered with the document, except as provided in s. 607.1509.
(10) When the document is delivered to the department for filing, the correct filing fee, and any other tax, license fee, or penalty required to be paid by this chapter or other law shall be paid or provision for payment made in a manner permitted by the department.
(11) Whenever this chapter allows any of the terms of a plan or a filed document to be dependent on facts objectively ascertainable outside the plan or filed document, the following provisions apply:
(a) The plan or filed document must set forth the manner in which the facts will operate upon the terms of the plan or filed document.
(b) The facts may include, but are not limited to:
1. Any of the following that are available in a nationally recognized news or information medium either in print or electronically:
a. Statistical or market indices;
b. Market prices of any security or group of securities;
c. Interest rates;
d. Currency exchange rates; and
e. Similar economic or financial data;
2. A determination or action by any person or body, including the corporation or any other party to a plan or filed document; or
3. The terms of, or actions taken under, an agreement to which the corporation is a party, or any other agreement or document.
(c) The following provisions of a plan or filed document may not be made dependent on facts outside the plan or filed document:
1. The name and address of any person required in a filed document;
2. The registered office of any entity required in a filed document;
3. The registered agent of any entity required in a filed document;
4. The number of authorized shares and designation of each class or series of shares;
5. The effective date of a filed document; and
6. Any required statement in a filed document of the date on which the underlying transaction was approved or the manner in which that approval was given.
(d) If a provision of a filed document is made dependent on a fact ascertainable outside of the filed document, and that fact is not ascertainable by reference to a source described in subparagraph (b)1. or a document that is a matter of public record, and the affected shareholders have not received notice of the fact from the corporation, then the corporation must file with the department articles of amendment to the filed document setting forth the fact promptly after the time when the fact referred to is first ascertainable or thereafter changes. Articles of amendment under this paragraph are deemed to be authorized by the authorization of the original filed document to which they relate and may be filed by the corporation without further action by the board of directors or the shareholders.
(e) As used in this subsection, the term “filed document” means a document filed with the department pursuant to this chapter, except for a document filed pursuant to ss. 607.1501-607.1532; and the term “plan” means a plan of merger, a plan of share exchange, a plan of conversion, or a plan of domestication.
History.—s. 3, ch. 89-154; s. 133, ch. 90-179; s. 2, ch. 93-281; s. 1, ch. 97-102; s. 13, ch. 99-218; s. 1, ch. 2003-283; s. 3, ch. 2019-90; s. 1, ch. 2020-32.