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The Florida Senate

2024 Florida Statutes

Title XXXVI BUSINESS ORGANIZATIONS
Chapter 607 FLORIDA BUSINESS CORPORATION ACT Entire Chapter
SECTION 0145
Definitions.
F.S. 607.0145
607.0145 Definitions.—As used in ss. 607.0145-607.0152, the term:
(1) “Corporate action” means any action taken by or on behalf of a corporation, including any action taken by the incorporator, the board of directors, a committee of the board of directors, an officer or agent of the corporation, or the shareholders.
(2) “Date of the defective corporate action” means the date, or, if the exact date is unknown, the approximate date, on which the defective corporate action was purported to have been taken.
(3) “Defective corporate action” means:
(a) Any corporate action purportedly taken which is, and at the time such corporate action was purportedly taken would have been, within the power of the corporation, but is void or voidable due to a failure of authorization; or
(b) An overissue.
(4) “Failure of authorization” means the failure to authorize, approve, or otherwise effect a corporate action in compliance with this chapter, the corporation’s articles of incorporation or bylaws, a corporate resolution, or any plan or agreement to which the corporation is a party, if and to the extent such failure would render such corporate action void or voidable.
(5) “Overissue” means the purported issuance of:
(a) Shares of a class or series in excess of the number of shares of the class or series the corporation has the power to issue under s. 607.0601 at the time of such issuance; or
(b) Shares of any class or series that is not then authorized for issuance by the corporation’s articles of incorporation.
(6) “Putative shares” means the shares of any class or series, including shares issued upon exercise of rights, options, warrants, or other securities convertible into shares of the corporation, or interests with respect to such shares, that were created or issued as a result of a defective corporate action and that:
(a) Would constitute valid shares but for any failure of authorization; or
(b) Cannot be determined by the board of directors to be valid shares.
(7) “Valid shares” means the shares of any class or series that have been duly authorized and validly issued in accordance with this chapter, including as a result of ratification or validation under ss. 607.0145-607.0152.
(8)(a) “Validation effective time,” with respect to any defective corporate action ratified under ss. 607.0145-607.0152, means the later of the following:
1. The date and time at which the ratification of the defective corporate action is approved by the shareholders, or if approval of shareholders is not required, the date and time at which the notice required by s. 607.0149 becomes effective in accordance with s. 607.0141;
2. If no articles of validation are required to be filed in accordance with s. 607.0151, the date and time at which the notice required by s. 607.0149 becomes effective in accordance with s. 607.0141; or
3. If articles of validation are required to be filed in accordance with s. 607.0151, the date and time at which the articles of validation filed in accordance with s. 607.0151 become effective.
(b) The validation effective time will not be affected by the filing or pendency of a judicial proceeding under s. 607.0152 or any other law unless otherwise ordered by the court.
History.—s. 1, ch. 2024-265.