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The Florida Senate

2024 Florida Statutes

Title XXXVI BUSINESS ORGANIZATIONS
Chapter 607 FLORIDA BUSINESS CORPORATION ACT Entire Chapter
PART I
GENERAL PROVISIONS
(ss. 607.0101-607.193)
PART I

GENERAL PROVISIONS

607.0101
Short title; applicability.
607.0102
Reservation of power to amend or repeal.
607.0120
Filing requirements.
607.0121
Forms.
607.0122
Fees for filing documents and issuing certificates.
607.0123
Effective time and date of document.
607.0124
Correcting filed document; withdrawal of filed record before effectiveness.
607.0125
Filing duties of the department.
607.0126
Appeal from department’s refusal to file document.
607.0127
Certificates to be received in evidence; evidentiary effect of certified copy of filed document.
607.0128
Certificate of status.
607.0130
Powers of department.
607.01401
Definitions.
607.0141
Notice.
607.0143
Qualified director.
607.0145
Definitions.
607.0146
Defective corporate actions.
607.0147
Ratification of defective corporate actions.
607.0148
Action on ratification.
607.0149
Notice requirements.
607.0150
Effects of ratification.
607.0151
Filings.
607.0152
Judicial proceedings regarding validity of corporate actions.
607.0201
Incorporators.
607.0202
Articles of incorporation; content.
607.0203
Incorporation.
607.0204
Liability for preincorporation transactions.
607.0205
Organizational meeting of directors.
607.0206
Bylaws.
607.0207
Emergency bylaws.
607.0208
Forum selection.
607.0301
Purposes and application.
607.0302
General powers.
607.0303
Emergency powers.
607.0304
Lack of power to act.
607.0401
Corporate name.
607.04021
Reserved name.
607.0403
Registered name; application; renewal; revocation.
607.0501
Registered office and registered agent.
607.0502
Change of registered office or registered agent.
607.0503
Resignation of registered agent.
607.05031
Change of name or address by registered agent.
607.05032
Delivery of notice or other communication.
607.0504
Serving process, giving notice, or making a demand on a corporation.
607.0505
Registered agent; duties.
607.0601
Authorized shares.
607.0602
Terms of class or series determined by board of directors.
607.0603
Issued and outstanding shares.
607.0604
Fractional shares.
607.0620
Subscriptions for shares.
607.0621
Issuance of shares.
607.0622
Liability for shares issued before payment.
607.0623
Share dividends.
607.0624
Share rights, options, warrants, and awards.
607.0625
Form and content of certificates.
607.0626
Shares without certificates.
607.0627
Restriction on transfer of shares and other securities.
607.0628
Expenses of issue.
607.0630
Shareholders’ preemptive rights.
607.0631
Corporation’s acquisition of its own shares.
607.06401
Distributions to shareholders.
607.0701
Annual meeting.
607.0702
Special meeting.
607.0703
Court-ordered meeting.
607.0704
Action by shareholders without a meeting.
607.0705
Notice of meeting.
607.0706
Waiver of notice.
607.0707
Record date.
607.0709
Remote participation in annual and special meetings of shareholders.
607.0720
Shareholders’ list for meeting.
607.0721
Voting entitlement of shares.
607.0722
Proxies.
607.0723
Shares held by intermediaries and nominees.
607.0724
Acceptance of votes and other instruments.
607.0725
Quorum and voting requirements for voting groups.
607.0726
Action by single and multiple voting groups.
607.0728
Voting for directors; cumulative voting.
607.0729
Voting procedures; inspectors of election.
607.0730
Voting trusts.
607.0731
Voting agreements.
607.0732
Shareholder agreements.
607.0741
Standing.
607.0742
Complaint; demand and excuse.
607.0743
Stay of proceedings.
607.0744
Dismissal.
607.0745
Discontinuance or settlement; notice.
607.0746
Proceeds and expenses.
607.0747
Applicability to foreign corporations.
607.0748
Shareholder action to appoint custodians or receivers.
607.0749
Provisional director.
607.0750
Direct action by shareholder.
607.0801
Requirement for and duties of board of directors.
607.0802
Qualifications of directors.
607.0803
Number of directors.
607.0804
Election of directors by certain voting groups; special voting rights of certain directors.
607.0805
Terms of directors generally.
607.0806
Staggered terms for directors.
607.0807
Resignation of directors.
607.0808
Removal of directors by shareholders.
607.08081
Removal of directors by judicial proceedings.
607.0809
Vacancy on board.
607.08101
Compensation of directors.
607.0820
Meetings.
607.0821
Action by directors without a meeting.
607.0822
Notice of meetings.
607.0823
Waiver of notice.
607.0824
Quorum and voting.
607.0825
Committees.
607.0826
Submission of matters for a shareholder vote.
607.0830
General standards for directors.
607.0831
Liability of directors.
607.0832
Director conflicts of interest.
607.0833
Loans to officers, directors, and employees; guaranty of obligations.
607.0834
Liability for unlawful distributions.
607.08401
Required officers.
607.0841
Duties of officers.
607.08411
General standards for officers.
607.0842
Resignation and removal of officers.
607.0843
Contract rights of officers.
607.0850
Definitions.
607.0851
Permissible indemnification.
607.0852
Mandatory indemnification.
607.0853
Advance for expenses.
607.0854
Court-ordered indemnification and advance for expenses.
607.0855
Determination and authorization of indemnification.
607.0857
Insurance.
607.0858
Variation by corporate action; application of ss. 607.0850-607.0859.
607.0859
Overriding restrictions on indemnification.
607.0901
Affiliated transactions.
607.0902
Control-share acquisitions.
607.1001
Authority to amend the articles of incorporation.
607.1002
Amendment by board of directors.
607.10025
Shares; combination or division.
607.1003
Amendment by board of directors and shareholders.
607.1004
Voting on amendments by voting groups.
607.1005
Amendment before issuance of shares.
607.1006
Articles of amendment.
607.1007
Restated articles of incorporation.
607.1008
Amendment pursuant to reorganization.
607.1009
Effect of amendment.
607.1020
Amendment of bylaws by board of directors or shareholders.
607.1021
Bylaw increasing quorum or voting requirements for shareholders.
607.1022
Bylaw increasing quorum or voting requirements for directors.
607.1023
Bylaw provisions relating to the election of directors.
607.1101
Merger.
607.1102
Share exchange.
607.1103
Action on a plan of merger or share exchange.
607.11035
Shareholder approval of a merger or share exchange in connection with a tender offer.
607.1104
Merger between parent and subsidiary or between subsidiaries.
607.11045
Holding company formation by merger by certain corporations.
607.1105
Articles of merger or share exchange.
607.1106
Effect of merger or share exchange.
607.1107
Abandonment of a merger or share exchange.
607.11920
Domestication.
607.11921
Action on a plan of domestication.
607.11922
Articles of domestication; effectiveness.
607.11923
Amendment of a plan of domestication; abandonment.
607.11924
Effect of domestication.
607.11930
Conversion.
607.11931
Plan of conversion.
607.11932
Action on a plan of conversion.
607.11933
Articles of conversion; effectiveness.
607.11934
Amendment to a plan of conversion; abandonment.
607.11935
Effect of conversion.
607.1201
Disposition of assets not requiring shareholder approval.
607.1202
Shareholder approval of certain dispositions.
607.1301
Appraisal rights; definitions.
607.1302
Right of shareholders to appraisal.
607.1303
Assertion of rights by nominees and beneficial owners.
607.1320
Notice of appraisal rights.
607.1321
Notice of intent to demand payment.
607.1322
Appraisal notice and form.
607.1323
Perfection of rights; right to withdraw.
607.1324
Shareholder’s acceptance of corporation’s offer.
607.1326
Procedure if shareholder is dissatisfied with offer.
607.1330
Court action.
607.1331
Court costs and counsel fees.
607.1332
Disposition of acquired shares.
607.1333
Limitation on corporate payment.
607.1340
Other remedies limited.
607.1401
Dissolution by incorporators or directors.
607.1402
Dissolution by board of directors and shareholders; dissolution by written consent of shareholders.
607.1403
Articles of dissolution.
607.1404
Revocation of dissolution.
607.1405
Effect of dissolution.
607.1406
Known claims against dissolved corporation.
607.1407
Other claims against dissolved corporation.
607.1408
Claims against dissolved corporations; enforcement.
607.1409
Court proceedings.
607.1410
Director duties.
607.1420
Administrative dissolution.
607.1422
Reinstatement following administrative dissolution.
607.1423
Judicial review of denial of reinstatement.
607.1430
Grounds for judicial dissolution.
607.1431
Procedure for judicial dissolution.
607.1432
Receivership or custodianship.
607.1433
Judgment of dissolution.
607.1434
Alternative remedies to judicial dissolution.
607.1435
Provisional director.
607.1436
Election to purchase instead of dissolution.
607.14401
Deposit with Department of Financial Services.
607.1501
Authority of foreign corporation to transact business required; activities not constituting transacting business.
607.15015
Governing law.
607.1502
Effect of failure to have a certificate of authority.
607.1503
Application for certificate of authority.
607.1504
Amended certificate of authority.
607.1505
Effect of a certificate of authority.
607.1506
Corporate name of foreign corporation.
607.1507
Registered office and registered agent of foreign corporation.
607.1508
Change of registered office and registered agent of foreign corporation.
607.1509
Resignation of registered agent of foreign corporation.
607.15091
Change of name or address by registered agent.
607.15092
Delivery of notice or other communication.
607.15101
Serving process, giving notice, or making a demand on a foreign corporation.
607.1520
Withdrawal and cancellation of certificate of authority for foreign corporation.
607.1521
Withdrawal deemed on conversion to domestic filing entity.
607.1522
Withdrawal on dissolution, merger, or conversion to certain nonfiling entities.
607.1523
Action by Department of Legal Affairs.
607.1530
Revocation of certificate of authority to transact business.
607.15315
Reinstatement following revocation of certificate of authority.
607.1532
Judicial review of denial of reinstatement.
607.1601
Corporate records.
607.1602
Inspection of records by shareholders.
607.1603
Scope of inspection right.
607.1604
Court-ordered inspection.
607.1605
Inspection rights of directors.
607.1620
Financial statements for shareholders.
607.1622
Annual report for department.
607.1701
Application to existing domestic corporation.
607.1702
Application to qualified foreign corporations.
607.1703
Interrogatories by department; other powers of department.
607.1711
Application to foreign and interstate commerce.
607.1805
Procedures for conversion to professional service corporation.
607.1904
Estoppel.
607.1907
Saving provision.
607.1908
Severability clause.
607.193
Supplemental corporate fee.