HB 1623 2003
1	A bill to be entitled
2	An act relating to the Florida Business Corporations Act;
3	amending s. 607.0120, F.S.; clarifying a document
4	execution provision relating to filing requirement;
5	amending s. 607.0122, F.S.; clarifying an agent statement
6	of resignation fee provision; amending s. 607.0123, F.S.;
7	clarifying an effective time and date of document
8	provision; amending s. 607.0124, F.S.; clarifying a filed
9	document correction provision; amending s. 607.0141, F.S.;
10	revising certain required notice provisions; providing for
11	nonapplication to certain provisions; amending s.
12	607.0401, F.S.; clarifying a corporate name provision;
13	providing construction relating to a corporate name;
14	amending s. 607.0505, F.S.; providing for agent
15	designation withdrawals by alien business organizations;
16	amending s. 607.0630, F.S.; clarifying shareholder’s
17	preemptive rights provisions relating to certain
18	securities; amending s. 607.0701, F.S.; providing for
19	remote communications at annual shareholder meetings;
20	providing requirements; amending s. 607.0702, F.S.;
21	providing for remote communications at special shareholder
22	meetings; providing requirements; amending s. 607.07401,
23	F.S.; revising a complaint verification and allegation
24	requirement under a shareholder derivative action
25	provision; amending s. 607.0902, F.S.; revising a notice
26	of shareholder meeting requirement; providing construction
27	of control shares voting rights; deleting a rights of
28	dissenting shareholders provision; amending s. 607.10025,
29	F.S.; clarifying certain articles of incorporation
30	provisions; amending s. 607.1004, F.S.; clarifying certain
31	voting group amendment voting provisions; amending s.
32	607.1006, F.S.; clarifying certain execution of articles
33	of amendment provisions; amending s. 607.1103, F.S.;
34	clarifying a notification of certain plan actions
35	provision; amending s. 607.1104, F.S.; clarifying a merger
36	of subsidiary corporation plan of merger information
37	requirement; amending s. 607.1108, F.S.; correcting a
38	cross reference; amending s. 607.11101, F.S.; clarifying
39	certain effect of merger provisions; amending s. 607.1202,
40	F.S.; clarifying a notice requirement relating to certain
41	sales of assets; amending s. 607.1301, F.S.; providing
42	definitions relating to appraisal rights; amending s.
43	607.1302, F.S.; providing for shareholders’ rights to
44	appraisals under certain circumstances; providing
45	limitations; providing for limiting or eliminating
46	appraisal rights under certain circumstances; prohibiting
47	certain corporate action challenges under certain
48	circumstances; creating s. 607.1303, F.S.; providing
49	procedures, requirements, and limitations for assertion of
50	rights by nominees and beneficial owners; amending s.
51	607.1320, F.S.; providing requirements for notice of
52	appraisal rights; creating s. 607.1321, F.S.; providing
53	requirements for notice of intent to demand payment;
54	creating s. 607.1322, F.S.; providing appraisal notice and
55	form requirements; creating s. 607.1323, F.S.; providing
56	procedures, requirements, and limitations for perfection
57	of appraisal rights; providing for right to withdraw under
58	certain circumstances; creating s. 607.1324, F.S.;
59	providing procedures and requirements for shareholders’
60	acceptance of certain offers; creating s. 607.1326, F.S.;
61	providing procedures for shareholder dissatisfaction with
62	certain offers; providing for waiver of certain rights;
63	creating s. 607.1330, F.S.; providing requirements,
64	procedures, and limitations on court actions; providing
65	for entitlement to certain judgments; requiring corporate
66	payments under certain circumstances; creating s.
67	607.1331, F.S.; providing for assessment and award of
68	court costs and attorney fees under certain circumstances;
69	creating s. 607.1332, F.S.; providing for disposition of
70	certain acquired shares; creating s. 607.1333, F.S.;
71	providing limitations on corporate payouts; providing
72	certain shareholder notice requirements; amending s.
73	607.1403, F.S.; providing for execution of articles of
74	dissolution; clarifying requirements; amending s.
75	607.1406, F.S.; clarifying provisions relating to claims
76	against dissolved corporations; creating s. 607.1407,
77	F.S.; providing procedures and requirements for
78	administration of unknown claims against dissolved
79	corporations; amending s. 607.1422, F.S.; revising
80	procedural requirements for reinstatement after
81	administrative dissolution; amending s. 607.1430, F.S.;
82	providing for restricting certain grounds for judicial
83	dissolution; providing application; amending s. 607.1503,
84	F.S.; clarifying certain foreign corporation name
85	requirements; amending s. 607.1504, F.S.; revising
86	certain execution procedures and requirements for amended
87	certificates of authority; amending s. 607.1506, F.S.;
88	clarifying name requirements for foreign corporations;
89	creating s. 607.1605, F.S.; providing requirements,
90	procedures, and limitations on inspection of corporate
91	records by directors; amending s. 607.1622, F.S.; deleting
92	an annual report information requirement relating to
93	corporate liability for certain taxes; amending s.
94	607.1907, F.S.; clarifying an effect of repeal of prior
95	acts provision; repealing s. 607.0903, F.S., relating to
96	application of certain provisions to foreign corporations;
97	providing effective dates.
98
99	Be It Enacted by the Legislature of the State of Florida:
100
101	Section 1. Subsection (6) of section 607.0120, Florida
102	Statutes, is amended to read:
103	607.0120 Filing requirements.--
104	(6) The document must be executed:
105	(a) By a directorthe chair or any vice chair of the board
106	of directorsof a domestic or foreign corporation, or by its
107	president or by another of its officers;
108	(b) If directors or officershave not been selected or the
109	corporation has not been formed, by an incorporator; or
110	(c) If the corporation is in the hands of a receiver,
111	trustee, or other court-appointed fiduciary, by that fiduciary.
112	Section 2. Subsection (7) of section 607.0122, Florida
113	Statutes, is amended to read:
114	607.0122 Fees for filing documents and issuing
115	certificates.--The Department of State shall collect the
116	following fees when the documents described in this section are
117	delivered to the department for filing:
118	(7) Agent's statement of resignation from an inactive
119	administratively dissolvedcorporation: $35.
120	Section 3. Subsections (1) and (2) of section 607.0123,
121	Florida Statutes, are amended to read:
122	607.0123 Effective time and date of document.--
123	(1) Except as provided in subsectionssubsection (2) and
124	(4)and in s. 607.0124(3), a document accepted for filing is
125	effective on:
126	(a) At the date and at the timeof filing, as evidenced by
127	such means as the Department of State may use for the purpose of
128	recording the date and time of filing; or
129	(b) At the date specified in the document as its effective
130	date.
131	(2) A document may specify a delayed effective date and,
132	if desired, a time on that date, and if it does the document
133	shall become effective on the date and at the time, if any,
134	specified. If a delayed effective date is specified without
135	specifying a time on that date, the document shall become
136	effective at the start of business on that date. Unless
137	otherwise permitted by this act, a delayed effective date for a
138	document may not be later than the 90th day after the date on
139	which it is filed.
140	Section 4. Subsections (1) and (2) of section 607.0124,
141	Florida Statutes, are amended to read:
142	607.0124 Correcting filed document.--
143	(1) A domestic or foreign corporation may correct a
144	document filed by the Department of State within 3010 business
145	days afteroffiling if the document:
146	(a) Contains an inaccuracy;
147	(b) Was defectively executed, attested, sealed, verified,
148	or acknowledged; or
149	(c) The electronic transmission was defective.
150	(2) A document is corrected:
151	(a) By preparing articles of correction that:
152	1. Describe the document (including its filing date) or
153	attach a copy of it to the articles;
154	2. Specify the inaccuracy or defect to be corrected; and
155	3. Correct the inaccuracy or defect; and
156	(b) By delivering the executedarticles of correction to
157	the Department of State for filing, executed in accordance with
158	s. 607.0120.
159	Section 5. Subsection (3) of section 607.0141, Florida
160	Statutes, is amended to read:
161	607.0141 Notice.--
162	(3)(a)Written notice by a domestic or foreign corporation
163	authorized to transact business in this state to its
164	shareholder, if in a comprehensible form, is effective:
165	1.(a)Upon deposit into the United States mail, if mailed
166	postpaid and correctly addressed to the shareholder's address
167	shown in the corporation's current record of shareholders; or
168	2.(b)When electronically transmitted to the shareholder
169	in a manner authorized by the shareholder.
170	(b) Unless otherwise provided in the articles of
171	incorporation or bylaws, and without limiting the manner by
172	which notice otherwise may be given effectively to shareholders,
173	any notice to shareholders given by the corporation under any
174	provision of this chapter, the articles of incorporation, or the
175	bylaws shall be effective if given by a single written notice to
176	shareholders who share an address if consented to by the
177	shareholders at that address to whom such notice is given. Any
178	such consent shall be revocable by a shareholder by written
179	notice to the corporation.
180	(c) Any shareholder who fails to object in writing to the
181	corporation, within 60 days after having been given written
182	notice by the corporation of its intention to send the single
183	notice permitted under paragraph (b), shall be deemed to have
184	consented to receiving such single written notice.
185	(d) This subsection shall not apply to s. 607.0620, s.
186	607.1402, or s. 607.1404.
187	Section 6. Subsection (1) of section 607.0401, Florida
188	Statutes, is amended, and subsection (5) is added to said
189	section, to read:
190	607.0401 Corporate name.--A corporate name:
191	(1) Must contain the word "corporation," "company," or
192	"incorporated" or the abbreviation "Corp.," "Inc.," or "Co.," or
193	words or abbreviations of like import in language,or the
194	designation “Corp.,” “Inc.,” or “Co.,”as will clearly indicate
195	that it is a corporation instead of a natural person,or
196	partnership, or other business entity;
197	(5) The name of the corporation as filed with the
198	Department of State shall be for public notice only and shall
199	not alone create any presumption of ownership beyond that which
200	is created under the common law.
201	Section 7. Subsection (12) is added to section 607.0505,
202	Florida Statutes, to read:
203	607.0505 Registered agent; duties.--
204	(12) Any alien business organization may withdraw its
205	registered agent designation by delivering an application for
206	certificate of withdrawal to the Department of State for filing.
207	Such application shall set forth:
208	(a) The name of the alien business organization and the
209	jurisdiction under the law of which it is incorporated or
210	organized.
211	(b) That it is no longer required to maintain a registered
212	agent in this state.
213	Section 8. Subsection (1) and paragraphs (a), (c), (d),
214	and (e) of subsection (2) of section 607.0630, Florida Statutes,
215	are amended to read:
216	607.0630 Shareholders' preemptive rights.--
217	(1) The shareholders of a corporation do not have a
218	preemptive right to acquire the corporation's unissued shares or
219	the corporation’s treasury shares, except in each caseto the
220	extent the articles of incorporation soprovide.
221	(2) A statement included in the articles of incorporation
222	that "the corporation elects to have preemptive rights" (or
223	words of similar import) means that the following principles
224	apply except to the extent the articles of incorporation
225	expressly provide otherwise:
226	(a) The shareholders of the corporation have a preemptive
227	right, granted on uniform terms and conditions prescribed by the
228	board of directors to provide a fair and reasonable opportunity
229	to exercise the right, to acquire proportional amounts of the
230	corporation's unissued shares and treasure sharesupon the
231	decision of the board of directors to issue them.
232	(c) There is no preemptive right with respect to:
233	1. Shares issued as compensation to directors, officers,
234	agents, or employees of the corporation or its subsidiaries or
235	affiliates;
236	2. Shares issued to satisfy conversion or option rights
237	created to provide compensation to directors, officers, agents,
238	or employees of the corporation or its subsidiaries or
239	affiliates;
240	3. Shares authorized in articles of incorporation that are
241	issued within 6 months from the effective date of incorporation;
242	4. Shares issued pursuant to a plan of reorganization
243	approved by a court of competent jurisdiction pursuant to a law
244	of this state or of the United States; or
245	5.4. Shares issued for consideration othersold otherwise
246	than formoney.
247	(d) Holders of shares of any class or series without
248	general voting rights but with preferential rights to
249	distributions or net assets upon dissolution and liquidation
250	have no preemptive rights with respect to shares of any class.
251	(e) Holders of shares of any class or series with general
252	voting rights but without preferential rights to distributions
253	or net assets upon dissolution or liquidationhave no preemptive
254	rights with respect to shares of any class with preferential
255	rights to distributions or assets unless the shares with
256	preferential rights are convertible into or carry a right to
257	subscribe for or acquire shares without preferential rights.
258	Section 9. Subsection (4) is added to section 607.0701,
259	Florida Statutes, to read:
260	607.0701 Annual meeting.--
261	(4) If authorized by the board of directors, and subject
262	to such guidelines and procedures as the board of directors may
263	adopt, shareholders and proxyholders not physically present at
264	an annual meeting of shareholders may, by means of remote
265	communication:
266	(a) Participate in an annual meeting of shareholders.
267	(b) Be deemed present in person and vote at an annual
268	meeting of shareholders, whether such meeting is to be held at a
269	designated place or solely by means of remote communication,
270	provided:
271	1. The corporation shall implement reasonable measures to
272	verify that each person deemed present and permitted to vote at
273	the annual meeting by means of remote communication is a
274	shareholder or proxyholder;
275	2. The corporation shall implement reasonable measures to
276	provide such shareholders or proxyholders a reasonable
277	opportunity to participate in the annual meeting and to vote on
278	matters submitted to the shareholders, including, without
279	limitation, an opportunity to communicate and to read or hear
280	the proceedings of the annual meeting substantially concurrently
281	with such proceedings; and
282	3. If any shareholder or proxyholder votes or takes other
283	action at the annual meeting by means of remote communication, a
284	record of such vote or other action shall be maintained by the
285	corporation.
286	Section 10. Subsection (4) is added to section 607.0702,
287	Florida Statutes, to read:
288	607.0702 Special meeting.--
289	(4) If authorized by the board of directors, and subject
290	to such guidelines and procedures as the board of directors may
291	adopt, shareholders and proxyholders not physically present at a
292	special meeting of shareholders may, by means of remote
293	communication:
294	(a) Participate in a special meeting of shareholders.
295	(b) Be deemed present in person and vote at a special
296	meeting of shareholders, whether such meeting is to be held at a
297	designated place or solely by means of remote communication,
298	provided:
299	1. The corporation shall implement reasonable measures to
300	verify that each person deemed present and permitted to vote at
301	the special meeting by means of remote communication is a
302	shareholder or proxyholder;
303	2. The corporation shall implement reasonable measures to
304	provide such shareholders or proxyholders a reasonable
305	opportunity to participate in the special meeting and to vote on
306	matters submitted to the shareholders, including, without
307	limitation, an opportunity to communicate and to read or hear
308	the proceedings of the special meeting substantially
309	concurrently with such proceedings; and
310	3. If any shareholder or proxyholder votes or takes other
311	action at the special meeting by means of remote communication,
312	a record of such vote or other action shall be maintained by the
313	corporation.
314	Section 11. Subsection (2) of section 607.07401, Florida
315	Statutes, is amended to read:
316	607.07401 Shareholders' derivative actions.--
317	(2) A complaint in a proceeding brought in the right of a
318	corporation must be verified and allege with particularity the
319	demand made to obtain action by the board of directors and that
320	the demand was refused or ignored by the board of directors for
321	a period of at least 90 days from the first demand unless, prior
322	to the expiration of the 90 days, the person was notified in
323	writing that the corporation rejected the demand or unless
324	irreparable injury to the corporation would result by waiting
325	for the expiration of the 90-day period. If the corporation
326	commences an investigation of the charges made in the demand or
327	complaint, the court may stay any proceeding until the
328	investigation is completed.
329	Section 12. Subsections (8), (9), and (11) of section
330	607.0902, Florida Statutes, are amended to read:
331	607.0902 Control-share acquisitions.--
332	(8) NOTICE OF SHAREHOLDER MEETING.--
333	(a) If a special meeting is requested, notice of the
334	special meeting of shareholders shall be given as promptly as
335	reasonably practicable by the issuing public corporation to all
336	shareholders of record as of the record date set for the
337	meeting, whether or not entitled to vote at the meeting.
338	(b) Notice of the special or annual shareholder meeting at
339	which the voting rights are to be considered must include or be
340	accompanied by each of the following:
341	1. A copy of the acquiring person statement delivered to
342	the issuing public corporation pursuant to this section.
343	2. A statement by the board of directors of the
344	corporation, authorized by its directors, of its position or
345	recommendation, or that it is taking no position or making no
346	recommendation, with respect to the proposed control-share
347	acquisition.
348	3. A statement that shareholders are or may be entitled to
349	assert dissenters' rights, to be accompanied by a copy of ss.
350	607.1301, 607.1302, and 607.1320.
351	(9) RESOLUTION GRANTING CONTROL-SHARE VOTING RIGHTS.--
352	(a) Control shares acquired in a control-share acquisition
353	have the same voting rights as were accorded the shares before
354	the control-share acquisition only to the extent granted by
355	resolution approved by the shareholders of the issuing public
356	corporation.
357	(b) To be approved under this subsection, the resolution
358	must be approved by:
359	1. Each class or series entitled to vote separately on the
360	proposal by a majority of all the votes entitled to be cast by
361	the class or series, with the holders of the outstanding shares
362	of a class or series being entitled to vote as a separate class
363	if the proposed control-share acquisition would, if fully
364	carried out, result in any of the changes described in s.
365	607.1004; and
366	2. Each class or series entitled to vote separately on the
367	proposal by a majority of all the votes entitled to be cast by
368	that group, excluding all interested shares.
369	(c) Any control shares that do not have voting rights
370	because such rights were not accorded to such shares by approval
371	of a resolution by the shareholders pursuant to paragraph (b)
372	shall regain voting rights and shall no longer be deemed control
373	shares upon a transfer to a person other than the acquiring
374	person or associate or affiliate, as defined in s. 607.0901, of
375	the acquiring person unless the acquisition of the shares by the
376	other person constitutes a control-share acquisition, in which
377	case the voting rights of the shares remain subject to the
378	provisions of this section.
379	(11) RIGHTS OF DISSENTING SHAREHOLDERS.--
380	(a) Unless otherwise provided in a corporation's articles
381	of incorporation or bylaws before a control-share acquisition
382	has occurred, in the event control shares acquired in a control-
383	share acquisition are accorded full voting rights and the
384	acquiring person has acquired control shares with a majority or
385	more of all voting power, all shareholders of the issuing public
386	corporation shall have dissenters' rights to receive the fair
387	value of their shares as provided in ss. 607.1301, 607.1302, and
388	607.1320 as provided in this section.
389	(b) As used in this subsection, "fair value" means a value
390	not less than the highest price paid per share by the acquiring
391	person in the control-share acquisition.
392	Section 13. Subsections (4) and (6) of section 607.10025,
393	Florida Statutes, are amended to read:
394	607.10025 Shares; combination or division.--
395	(4) If a division or combination is effected by a board
396	action without shareholder approval and includes an amendment to
397	the articles of incorporation, there shall be executed in
398	accordance with s. 607.0120on behalf of the corporation and
399	filed in the office of the Department of State articlesa
400	certificate of amendment which shall setsettingforth:
401	(a) The name of the corporation.
402	(b) The date of adoption by the board of directors of the
403	resolution approving the division or combination.
404	(c) That the amendment to the articles of incorporation
405	does not adversely affect the rights or preferences of the
406	holders of outstanding shares of any class or series and does
407	not result in the percentage of authorized shares that remain
408	unissued after the division or combination exceeding the
409	percentage of authorized shares that were unissued before the
410	division or combination.
411	(d) The class or series and number of shares subject to
412	the division or combination and the number of shares into which
413	the shares are to be divided or combined.
414	(e) The amendment of the articles of incorporation made in
415	connection with the division or combination.
416	(f) If the division or combination is to become effective
417	at a time subsequent to the time of filing, the date, which may
418	not exceed 90 days after the date of filing, when the division
419	or combination becomes effective.
420	(6) If a division or combination is effected by action of
421	the board and of the shareholders, there shall be executed on
422	behalf of the corporation and filed with the Department of State
423	articlesa certificateof amendment as provided in s. 607.1003,
424	which articlescertificateshall set forth, in addition to the
425	information required by s. 607.1003, the information required in
426	subsection (4).
427	Section 14. Subsections (1) and (3) of section 607.1004,
428	Florida Statutes, are amended to read:
429	607.1004 Voting on amendments by voting groups.--
430	(1) The holders of the outstanding shares of a class are
431	entitled to vote as a class (if shareholder voting is otherwise
432	required by this act) upon a proposed amendment, if the
433	amendment would:
434	(a) Increase or decrease the aggregate number of
435	authorized shares of the class.
436	(a)(b)Effect an exchange or reclassification of all or
437	part of the shares of the class into shares of another class.
438	(b)(c)Effect an exchange or reclassification, or create a
439	right of exchange, of all or part of the shares of another class
440	into the shares of the class.
441	(c)(d)Change the designation, rights, preferences, or
442	limitations of all or part of the shares of the class.
443	(d)(e)Change the shares of all or part of the class into
444	a different number of shares of the same class.
445	(e)(f)Create a new class of shares having rights or
446	preferences with respect to distributions or to dissolution that
447	are prior or, superior, or substantially equalto the shares of
448	the class.
449	(f)(g)Increase the rights, preferences, or number of
450	authorized shares of any class that, after giving effect to the
451	amendment, have rights or preferences with respect to
452	distributions or to dissolution that are prior or, superior, or
453	substantially equalto the shares of the class.
454	(g)(h)Limit or deny an existing preemptive right of all
455	or part of the shares of the class.
456	(h)(i)Cancel or otherwise affect rights to distributions
457	or dividends that have accumulated but not yet been declared on
458	all or part of the shares of the class.
459	(3) If a proposed amendment that entitles the holders of
460	two or more classes or series of shares to vote as separate
461	voting groupsclassesunder this section would affect those two
462	or more classes orseries in the same or substantially similar
463	way, the holders of the shares of all the classes orseries so
464	affected must vote together as a single voting groupclasson
465	the proposed amendment, unless otherwise provided in the
466	articles of incorporation.
467	Section 15. Section 607.1006, Florida Statutes, is amended
468	to read:
469	607.1006 Articles of amendment.--
470	(1) A corporation amending its articles of incorporation
471	shall deliver to the Department of State for filing articles of
472	amendment which shall be executed in accordance with s. 607.0120
473	and which shall setsettingforth:
474	(a) The name of the corporation;
475	(b) The text of each amendment adopted;
476	(c) If an amendment provides for an exchange,
477	reclassification, or cancellation of issued shares, provisions
478	for implementing the amendment if not contained in the amendment
479	itself;
480	(d) The date of each amendment's adoption;
481	(e) If an amendment was adopted by the incorporators or
482	board of directors without shareholder action, a statement to
483	that effect and that shareholder action was not required;
484	(f) If an amendment was approved by the shareholders, a
485	statement that the number of votes cast for the amendment by the
486	shareholders was sufficient for approval and if more than one
487	voting group was entitled to vote on the amendment, a statement
488	designating each voting group entitled to vote separately on the
489	amendment, and a statement that the number of votes cast for the
490	amendment by the shareholders in each voting group was
491	sufficient for approval by that voting group.
492	(2) If the amendment is made by the incorporators orboard
493	of directors without shareholder action, the articles of
494	amendment shall be executed by a chair or vice chair of the
495	board of directors,an incorporator ora director of the
496	corporation if there is no chair or vice chair of the board of
497	directors, or the president or another officer in accordance
498	with s. 607.0120, as the case may be, approving the amendment.
499	Section 16. Subsection (4) of section 607.1103, Florida
500	Statutes, is amended to read:
501	607.1103 Action on plan.--
502	(4) The corporation the shareholders of which are entitled
503	to vote on the matter shall notify each shareholder, whether or
504	not entitled to vote, of the proposed shareholders' meeting in
505	accordance with s. 607.0705. The notice shall also state that
506	the purpose, or one of the purposes, of the meeting is to
507	consider the plan of merger or share exchange, regardless of
508	whether or not the meeting is an annual or a special meeting,
509	and contain or be accompanied by a copy or summary of the plan.
510	Furthermore, the notice shall contain a clear and concise
511	statement that, if the plan of merger or share exchange is
512	effected, shareholders dissenting therefrom may be entitled, if
513	they comply with the provisions of this act regarding appraisal
514	the rights of dissenting shareholders, to be paid the fair value
515	of their shares, and shall be accompanied by a copy of ss.
516	607.1301-607.1333, 607.1302, and 607.1320.
517	Section 17. Paragraph (b) of subsection (1) of section
518	607.1104, Florida Statutes, is amended to read:
519	607.1104 Merger of subsidiary corporation.--
520	(1)
521	(b) The board of directors of the parent shall adopt a
522	plan of merger that sets forth:
523	1. The names of the parent and subsidiary corporations;
524	2. The manner and basis of converting the shares of the
525	subsidiary or parent into shares, obligations, or other
526	securities of the parent or any other corporation or, in whole
527	or in part, into cash or other property, and the manner and
528	basis of converting rights to acquire shares of each corporation
529	into rights to acquire shares, obligations, and other securities
530	of the surviving or any other corporation or, in whole or in
531	part, into cash or other property;
532	3. If the merger is between the parent and a subsidiary
533	corporation and the parent is not the surviving corporation, a
534	provision for the pro rata issuance of shares of the subsidiary
535	to the holders of the shares of the parent corporation upon
536	surrender of any certificates therefor; and
537	4. A clear and concise statement that shareholders of the
538	subsidiary who, except for the applicability of this section,
539	would be entitled to vote and who dissent from the merger
540	pursuant to s. 607.1320, may be entitled, if they comply with
541	the provisions of this act regarding appraisalthe rights of
542	dissenting shareholders, to be paid the fair value of their
543	shares.
544	Section 18. Subsection (6) of section 607.1108, Florida
545	Statutes, is amended to read:
546	607.1108 Merger of domestic corporation and other business
547	entity.--
548	(6) Sections 607.1103 and 607.1301-607.1333607.1320shall,
549	insofar as they are applicable, apply to mergers of one or more
550	domestic corporations with or into one or more other business
551	entities.
552	Section 19. Subsections (3) and (7) of section 607.11101,
553	Florida Statutes, are amended to read:
554	607.11101 Effect of merger of domestic corporation and
555	other business entity.--When a merger becomes effective:
556	(3) The surviving entity shall thereafter be responsible
557	and liable for all the liabilities and obligations of each
558	domestic corporation and other business entity that is a party
559	to the merger, including liabilities arising out of appraisal
560	the rights of dissenterswith respect to such merger under
561	applicable law.
562	(7) The shares, partnership interests, interests,
563	obligations, or other securities, and the rights to acquire
564	shares, partnership interests, interests, obligations, or other
565	securities, of each domestic corporation and other business
566	entity that is a party to the merger shall be converted into
567	shares, partnership interests, interests, obligations, or other
568	securities, or rights to such securities, of the surviving
569	entity or any other domestic corporation or other business
570	entity or, in whole or in part, into cash or other property as
571	provided in the plan of merger, and the former holders of
572	shares, partnership interests, interests, obligations, or other
573	securities, or rights to such securities, shall be entitled only
574	to the rights provided in the plan of merger and to their
575	appraisal rights as dissenters, if any, under ss. 607.1301-
576	607.1333607.1301-607.1320, s. 608.4384, s. 620.205, or other
577	applicable law.
578	Section 20. Subsection (4) of section 607.1202, Florida
579	Statutes, is amended to read:
580	607.1202 Sale of assets other than in regular course of
581	business.--
582	(4) The corporation shall notify each shareholder of
583	record, whether or not entitled to vote, of the proposed
584	shareholders' meeting in accordance with s. 607.0705. The notice
585	shall also state that the purpose, or one of the purposes, of
586	the meeting is to consider the sale, lease, exchange, or other
587	disposition of all, or substantially all, the property of the
588	corporation, regardless of whether or not the meeting is an
589	annual or a special meeting, and shall contain or be accompanied
590	by a description of the transaction. Furthermore, the notice
591	shall contain a clear and concise statement that, if the
592	transaction is effected, shareholders dissenting therefrom are
593	or may be entitled, if they comply with the provisions of this
594	act regarding appraisalthe rights of dissenting shareholders,
595	to be paid the fair value of their shares and such notice shall
596	be accompanied by a copy of ss. 607.1301-607.1333607.1301,
597	607.1302, and 607.1320.
598	Section 21. Section 607.1301, Florida Statutes, is amended
599	to read:
600	(Substantial rewording of section. See s.
601	607.1301, Florida Statutes, for present text.)
602	607.1301 Appraisal rights; definitions.--The following
603	definitions apply to ss. 607.1302-607.1333:
604	(1) "Affiliate" means a person that directly or indirectly
605	through one or more intermediaries controls, is controlled by,
606	or is under common control with another person or is a senior
607	executive thereof. For purposes of s. 607.1302(2)(d), a person
608	is deemed to be an affiliate of its senior executives.
609	(2) "Beneficial shareholder" means a person who is the
610	beneficial owner of shares held in a voting trust or by a
611	nominee on the beneficial owner's behalf.
612	(3) "Corporation" means the issuer of the shares held by a
613	shareholder demanding appraisal and, for matters covered in ss.
614	607.1322-607.1333, includes the surviving entity in a merger.
615	(4) “Fair value” means the value of the corporation’s
616	shares determined:
617	(a) Immediately before the effectuation of the corporate
618	action to which the shareholder objects.
619	(b) Using customary and current valuation concepts and
620	techniques generally employed for similar businesses in the
621	context of the transaction requiring appraisal, excluding any
622	appreciation or depreciation in anticipation of the corporate
623	action unless exclusion would be inequitable to the corporation
624	and its remaining shareholders.
625	(c) Without discounting for lack of marketability or
626	minority status except, if appropriate, for amendments to the
627	articles of incorporation pursuant to s. 607.1302(1)(e) or
628	circumstances in which not discounting for marketability would
629	be inequitable to the corporation and its remaining
630	shareholders.
631	(5) "Interest" means interest from the effective date of
632	the corporate action until the date of payment, at the rate of
633	interest on judgments in this state on the effective date of the
634	corporate action.
635	(6) “Preferred shares” means a class or series of shares
636	the holder of which have preference over any other class or
637	series with respect to distributions.
638	(7) "Record shareholder" means the person in whose name
639	shares are registered in the records of the corporation or the
640	beneficial owner of shares to the extent of the rights granted
641	by a nominee certificate on file with the corporation.
642	(8) "Senior executive" means the chief executive officer,
643	chief operating officer, chief financial officer, or anyone in
644	charge of a principal business unit or function.
645	(9) "Shareholder" means both a record shareholder and a
646	beneficial shareholder.
647	Section 22. Section 607.1302, Florida Statutes, is amended
648	to read:
649	(Substantial rewording of section. See s.
650	607.1302, Florida Statutes, for present text.)
651	607.1302 Right of shareholders to appraisal.--
652	(1) A shareholder is entitled to appraisal rights, and to
653	obtain payment of the fair value of that shareholder's shares,
654	in the event of any of the following corporate actions:
655	(a) Consummation of a merger to which the corporation is a
656	party if shareholder approval is required for the merger by s.
657	607.1103 and the shareholder is entitled to vote on the merger
658	or if the corporation is a subsidiary and the merger is governed
659	by s. 607.1104;
660	(b) Consummation of a share exchange to which the
661	corporation is a party as the corporation whose shares will be
662	acquired if the shareholder is entitled to vote on the exchange,
663	except that appraisal rights shall not be available to any
664	shareholder of the corporation with respect to any class or
665	series of shares of the corporation that is not exchanged;
666	(c) Consummation of a disposition of assets pursuant to s.
667	607.1202 if the shareholder is entitled to vote on the
668	disposition, including a sale in dissolution but not including a
669	sale pursuant to court order or a sale for cash pursuant to a
670	plan by which all or substantially all of the net proceeds of
671	the sale will be distributed to the shareholders within 1 year
672	after the date of sale;
673	(d) An amendment of the articles of incorporation with
674	respect to a class or series of shares that reduces the number
675	of shares of a class or series owned by the shareholder to a
676	fraction of a share if the corporation has the obligation or
677	right to repurchase the fractional share so created;
678	(e) Any other amendment to the articles of incorporation,
679	merger, share exchange, or disposition of assets to the extent
680	provided by the articles of incorporation, bylaws, or a
681	resolution of the board of directors, except that no bylaw or
682	board resolution providing for appraisal rights may be amended
683	or otherwise altered except by shareholder approval; or
684	(f) With regard to shares issued prior to October 1, 2003,
685	any amendment of the articles of incorporation if the
686	shareholder is entitled to vote on the amendment and if such
687	amendment would adversely affect such shareholder by:
688	1. Altering or abolishing any preemptive rights attached
689	to any of his or her shares;
690	2. Altering or abolishing the voting rights pertaining to
691	any of his or her shares, except as such rights may be affected
692	by the voting rights of new shares then being authorized of any
693	existing or new class or series of shares;
694	3. Effecting an exchange, cancellation, or
695	reclassification of any of his or her shares, when such
696	exchange, cancellation, or reclassification would alter or
697	abolish the shareholder's voting rights or alter his or her
698	percentage of equity in the corporation, or effecting a
699	reduction or cancellation of accrued dividends or other
700	arrearages in respect to such shares;
701	4. Reducing the stated redemption price of any of the
702	shareholder's redeemable shares, altering or abolishing any
703	provision relating to any sinking fund for the redemption or
704	purchase of any of his or her shares, or making any of his or
705	her shares subject to redemption when they are not otherwise
706	redeemable;
707	5. Making noncumulative, in whole or in part, dividends of
708	any of the shareholder's preferred shares which had theretofore
709	been cumulative;
710	6. Reducing the stated dividend preference of any of the
711	shareholder's preferred shares; or
712	7. Reducing any stated preferential amount payable on any
713	of the shareholder's preferred shares upon voluntary or
714	involuntary liquidation.
715	(2) Notwithstanding subsection (1), the availability of
716	appraisal rights under paragraphs (1)(a), (b), (c), and (d)
717	shall be limited in accordance with the following provisions:
718	(a) Appraisal rights shall not be available for the
719	holders of shares of any class or series of shares which is:
720	1. Listed on the New York Stock Exchange or the American
721	Stock Exchange or designated as a national market system
722	security on an interdealer quotation system by the National
723	Association of Securities Dealers, Inc.; or
724	2. Not so listed or designated, but has at least 2,000
725	shareholders and the outstanding shares of such class or series
726	has a market value of at least $10 million, exclusive of the
727	value of such shares held by its subsidiaries, senior
728	executives, directors, and beneficial shareholders owning more
729	than 10 percent of such shares.
730	(b) The applicability of paragraph (2)(a) shall be
731	determined as of:
732	1. The record date fixed to determine the shareholders
733	entitled to receive notice of, and to vote at, the meeting of
734	shareholders to act upon the corporate action requiring
735	appraisal rights; or
736	2. If there will be no meeting of shareholders, the close
737	of business on the day on which the board of directors adopts
738	the resolution recommending such corporate action.
739	(c) Paragraph (2)(a) shall not be applicable and appraisal
740	rights shall be available pursuant to subsection (1) for the
741	holders of any class or series of shares who are required by the
742	terms of the corporate action requiring appraisal rights to
743	accept for such shares anything other than cash or shares of any
744	class or any series of shares of any corporation, or any other
745	proprietary interest of any other entity, that satisfies the
746	standards set forth in paragraph (2)(a) at the time the
747	corporate action becomes effective.
748	(d) Paragraph (2)(a) shall not be applicable and appraisal
749	rights shall be available pursuant to subsection (1) for the
750	holders of any class or series of shares if:
751	1. Any of the shares or assets of the corporation are
752	being acquired or converted, whether by merger, share exchange,
753	or otherwise, pursuant to the corporate action by a person, or
754	by an affiliate of a person, who:
755	a. Is, or at any time in the 1-year period immediately
756	preceding approval by the board of directors of the corporate
757	action requiring appraisal rights was, the beneficial owner of
758	20 percent or more of the voting power of the corporation,
759	excluding any shares acquired pursuant to an offer for all
760	shares having voting power if such offer was made within 1 year
761	prior to the corporate action requiring appraisal rights for
762	consideration of the same kind and of a value equal to or less
763	than that paid in connection with the corporate action; or
764	b. Directly or indirectly has, or at any time in the 1-
765	year period immediately preceding approval by the board of
766	directors of the corporation of the corporate action requiring
767	appraisal rights had, the power, contractually or otherwise, to
768	cause the appointment or election of 25 percent or more of the
769	directors to the board of directors of the corporation; or
770	2. Any of the shares or assets of the corporation are
771	being acquired or converted, whether by merger, share exchange,
772	or otherwise, pursuant to such corporate action by a person, or
773	by an affiliate of a person, who is, or at any time in the 1-
774	year period immediately preceding approval by the board of
775	directors of the corporate action requiring appraisal rights
776	was, a senior executive or director of the corporation or a
777	senior executive of any affiliate thereof, and that senior
778	executive or director will receive, as a result of the corporate
779	action, a financial benefit not generally available to other
780	shareholders as such, other than:
781	a. Employment, consulting, retirement, or similar benefits
782	established separately and not as part of or in contemplation of
783	the corporate action;
784	b. Employment, consulting, retirement, or similar benefits
785	established in contemplation of, or as part of, the corporate
786	action that are not more favorable than those existing before
787	the corporate action or, if more favorable, that have been
788	approved on behalf of the corporation in the same manner as is
789	provided in s. 607.0832; or
790	c. In the case of a director of the corporation who will,
791	in the corporate action, become a director of the acquiring
792	entity in the corporate action or one of its affiliates, rights
793	and benefits as a director that are provided on the same basis
794	as those afforded by the acquiring entity generally to other
795	directors of such entity or such affiliate.
796	(e) For the purposes of paragraph (2)(d) only, the term
797	"beneficial owner" means any person who, directly or indirectly,
798	through any contract, arrangement, or understanding, other than
799	a revocable proxy, has or shares the power to vote, or to direct
800	the voting of, shares, provided that a member of a national
801	securities exchange shall not be deemed to be a beneficial owner
802	of securities held directly or indirectly by it on behalf of
803	another person solely because such member is the record holder
804	of such securities if the member is precluded by the rules of
805	such exchange from voting without instruction on contested
806	matters or matters that may affect substantially the rights or
807	privileges of the holders of the securities to be voted. When
808	two or more persons agree to act together for the purpose of
809	voting their shares of the corporation, each member of the group
810	formed thereby shall be deemed to have acquired beneficial
811	ownership, as of the date of such agreement, of all voting
812	shares of the corporation beneficially owned by any member of
813	the group.
814	(3) Notwithstanding any other provision of this section,
815	the articles of incorporation as originally filed or any
816	amendment thereto may limit or eliminate appraisal rights for
817	any class or series of preferred shares, but any such limitation
818	or elimination contained in an amendment to the articles of
819	incorporation that limits or eliminates appraisal rights for any
820	of such shares that are outstanding immediately prior to the
821	effective date of such amendment or that the corporation is or
822	may be required to issue or sell thereafter pursuant to any
823	conversion, exchange, or other right existing immediately before
824	the effective date of such amendment shall not apply to any
825	corporate action that becomes effective within 1 year of that
826	date if such action would otherwise afford appraisal rights.
827	(4) A shareholder entitled to appraisal rights under this
828	chapter may not challenge a completed corporate action for which
829	appraisal rights are available unless such corporate action:
830	(a) Was not effectuated in accordance with the applicable
831	provisions of this section or the corporation's articles of
832	incorporation, bylaws, or board of directors' resolution
833	authorizing the corporate action; or
834	(b) Was procured as a result of fraud or material
835	misrepresentation.
836	Section 23. Section 607.1303, Florida Statutes, is created
837	to read:
838	607.1303 Assertion of rights by nominees and beneficial
839	owners.--
840	(1) A record shareholder may assert appraisal rights as to
841	fewer than all the shares registered in the record shareholder's
842	name but owned by a beneficial shareholder only if the record
843	shareholder objects with respect to all shares of the class or
844	series owned by the beneficial shareholder and notifies the
845	corporation in writing of the name and address of each
846	beneficial shareholder on whose behalf appraisal rights are
847	being asserted. The rights of a record shareholder who asserts
848	appraisal rights for only part of the shares held of record in
849	the record shareholder's name under this subsection shall be
850	determined as if the shares as to which the record shareholder
851	objects and the record shareholder's other shares were
852	registered in the names of different record shareholders.
853	(2) A beneficial shareholder may assert appraisal rights
854	as to shares of any class or series held on behalf of the
855	shareholder only if such shareholder:
856	(a) Submits to the corporation the record shareholder's
857	written consent to the assertion of such rights no later than
858	the date referred to in s. 607.1322(2)(b)2.
859	(b) Does so with respect to all shares of the class or
860	series that are beneficially owned by the beneficial
861	shareholder.
862	Section 24. Section 607.1320, Florida Statutes, is amended
863	to read:
864	(Substantial rewording of section. See s.
865	607.1320, Florida Statutes, for present text.)
866	607.1320 Notice of appraisal rights.--
867	(1) If proposed corporate action described in s.
868	607.1302(1) is to be submitted to a vote at a shareholders'
869	meeting, the meeting notice must state that the corporation has
870	concluded that shareholders are, are not, or may be entitled to
871	assert appraisal rights under this chapter. If the corporation
872	concludes that appraisal rights are or may be available, a copy
873	of ss. 607.1301-607.1333 must accompany the meeting notice sent
874	to those record shareholders entitled to exercise appraisal
875	rights.
876	(2) In a merger pursuant to s. 607.1104, the parent
877	corporation must notify in writing all record shareholders of
878	the subsidiary who are entitled to assert appraisal rights that
879	the corporate action became effective. Such notice must be sent
880	within 10 days after the corporate action became effective and
881	include the materials described in s. 607.1322.
882	(3) If the proposed corporate action described in s.
883	607.1302(1) is to be approved other than by a shareholders’
884	meeting, the notice referred to in s. 607.1320(1) must be sent
885	to all shareholders at the time that consents are first
886	solicited pursuant to s. 607.0704, whether or not consents are
887	solicited from all shareholders, and include the materials
888	described in s. 607.1322.
889	Section 25. Section 607.1321, Florida Statutes, is created
890	to read:
891	607.1321 Notice of intent to demand payment.--
892	(1) If proposed corporate action requiring appraisal
893	rights under s. 607.1302 is submitted to a vote at a
894	shareholders' meeting, or is submitted to a shareholder pursuant
895	to a consent vote under s. 607.0704, a shareholder who wishes to
896	assert appraisal rights with respect to any class or series of
897	shares:
898	(a) Must deliver to the corporation before the vote is
899	taken, or within 20 days after receiving the notice pursuant to
900	s. 607.1320(3) if action is to be taken without a shareholder
901	meeting, written notice of the shareholder's intent to demand
902	payment if the proposed action is effectuated.
903	(b) Must not vote, or cause or permit to be voted, any
904	shares of such class or series in favor of the proposed action.
905	(2) A shareholder who does not satisfy the requirements of
906	subsection (1) is not entitled to payment under this chapter.
907	Section 26. Section 607.1322, Florida Statutes, is created
908	to read:
909	607.1322 Appraisal notice and form.--
910	(1) If proposed corporate action requiring appraisal
911	rights under s. 607.1302(1) becomes effective, the corporation
912	must deliver a written appraisal notice and form required by
913	paragraph (2)(a) to all shareholders who satisfied the
914	requirements of s. 607.1321. In the case of a merger under s.
915	607.1104, the parent must deliver a written appraisal notice and
916	form to all record shareholders who may be entitled to assert
917	appraisal rights.
918	(2) The appraisal notice must be sent no earlier than the
919	date the corporate action became effective and no later than 10
920	days after such date and must:
921	(a) Supply a form that specifies the date that the
922	corporate action became effective and that provides for the
923	shareholder to state:
924	1. The shareholder’s name and address.
925	2. The number, classes, and series of shares as to which
926	the shareholder asserts appraisal rights.
927	3. That the shareholder did not vote for the transaction.
928	4. Whether the shareholder accepts the corporation’s offer
929	as stated in subparagraph (2)(b)4.
930	5. If the offer is not accepted, the shareholder’s
931	estimated fair value of the shares and a demand for payment of
932	the shareholder’s estimated value plus interest.
933	(b) State:
934	1. Where the form must be sent and where certificates for
935	certificated shares must be deposited and the date by which
936	those certificates must be deposited, which date may not be
937	earlier than the date for receiving the required form under
938	subparagraph (2)(b)2.
939	2. A date by which the corporation must receive the form,
940	which date may not be fewer than 40 nor more than 60 days after
941	the date the subsection (1) appraisal notice and form are sent,
942	and state that the shareholder shall have waived the right to
943	demand appraisal with respect to the shares unless the form is
944	received by the corporation by such specified date.
945	3. The corporation's estimate of the fair value of the
946	shares.
947	4. An offer to each shareholder who is entitled to
948	appraisal rights to pay the corporation’s estimate of fair value
949	set forth in subparagraph (2)(b)3.
950	5. That, if requested in writing, the corporation will
951	provide to the shareholder so requesting, within 10 days after
952	the date specified in subparagraph (2)(b)2., the number of
953	shareholders who return the forms by the specified date and the
954	total number of shares owned by them.
955	6. The date by which the notice to withdraw under s.
956	607.1323 must be received, which date must be within 20 days
957	after the date specified in subparagraph (2)(b)2.
958	(c) Be accompanied by:
959	1. Financial statements of the corporation that issued the
960	shares to be appraised, consisting of a balance sheet as of the
961	end of the fiscal year ending not more than 15 months prior to
962	the date of the corporation’s appraisal notice, an income
963	statement for that year, a cash flow statement for that year,
964	and the latest available interim financial statements, if any.
965	2. A copy of ss. 607.1301-607.1333.
966	Section 27. Section 607.1323, Florida Statutes, is created
967	to read:
968	607.1323 Perfection of rights; right to withdraw.--
969	(1) A shareholder who wishes to exercise appraisal rights
970	must execute and return the form received pursuant to s.
971	607.1322(1) and, in the case of certificated shares, deposit the
972	shareholder's certificates in accordance with the terms of the
973	notice by the date referred to in the notice pursuant to s.
974	607.1322(2)(b)2. Once a shareholder deposits that shareholder's
975	certificates or, in the case of uncertificated shares, returns
976	the executed forms, that shareholder loses all rights as a
977	shareholder, unless the shareholder withdraws pursuant to
978	subsection (2).
979	(2) A shareholder who has complied with subsection (1) may
980	nevertheless decline to exercise appraisal rights and withdraw
981	from the appraisal process by so notifying the corporation in
982	writing by the date set forth in the appraisal notice pursuant
983	to s. 607.1322(2)(b)6. A shareholder who fails to so withdraw
984	from the appraisal process may not thereafter withdraw without
985	the corporation's written consent.
986	(3) A shareholder who does not execute and return the form
987	and, in the case of certificated shares, deposit that
988	shareholder's share certificates if required, each by the date
989	set forth in the notice described in subsection (2), shall not
990	be entitled to payment under this chapter.
991	Section 28. Section 607.1324, Florida Statutes, is created
992	to read:
993	607.1324 Shareholder’s acceptance of corporation’s
994	offer.--
995	(1) If the shareholder states on the form provided in s.
996	607.1322(1) that the shareholder accepts the offer of the
997	corporation to pay the corporation’s estimated fair value for
998	the shares, the corporation shall make such payment to the
999	shareholder within 90 days after the corporation’s receipt of
1000	the form from the shareholder.
1001	(2) Upon payment of the agreed value, the shareholder
1002	shall cease to have any interest in the shares.
1003	Section 29. Section 607.1326, Florida Statutes, is created
1004	to read:
1005	607.1326 Procedure if shareholder is dissatisfied with
1006	offer.--
1007	(1) A shareholder who is dissatisfied with the
1008	corporation’s offer as set forth pursuant to s. 607.1322(2)(b)4.
1009	must notify the corporation on the form provided pursuant to s.
1010	607.1322(1) of that shareholder's estimate of the fair value of
1011	the shares and demand payment of that estimate plus interest.
1012	(2) A shareholder who fails to notify the corporation in
1013	writing of that shareholder's demand to be paid the
1014	shareholder's stated estimate of the fair value plus interest
1015	under subsection (1) within the timeframe set forth in s.
1016	607.1322(2)(b)2. waives the right to demand payment under this
1017	section and shall be entitled only to the payment offered by the
1018	corporation pursuant to s. 607.1322(2)(b)4.
1019	Section 30. Section 607.1330, Florida Statutes, is created
1020	to read:
1021	607.1330 Court action.--
1022	(1) If a shareholder makes demand for payment under s.
1023	607.1326 which remains unsettled, the corporation shall commence
1024	a proceeding within 60 days after receiving the payment demand
1025	and petition the court to determine the fair value of the shares
1026	and accrued interest. If the corporation does not commence the
1027	proceeding within the 60-day period, it shall pay in cash to
1028	each shareholder the amount the shareholder demanded pursuant to
1029	s. 607.1326 plus interest.
1030	(2) The corporation shall commence the proceeding in the
1031	appropriate court of the county in which the corporation's
1032	principal office, or, if none, its registered office, in this
1033	state is located. If the corporation is a foreign corporation
1034	without a registered office in this state, it shall commence the
1035	proceeding in the county in this state in which the principal
1036	office or registered office of the domestic corporation merged
1037	with the foreign corporation was located at the time of the
1038	transaction.
1039	(3) The corporation shall make all shareholders, whether
1040	or not residents of this state, whose demands remain unsettled
1041	parties to the proceeding as in an action against their shares,
1042	and all parties must be served with a copy of the petition.
1043	Nonresidents may be served by registered or certified mail or by
1044	publication as provided by law.
1045	(4) The jurisdiction of the court in which the proceeding
1046	is commenced under subsection (2) is plenary and exclusive. The
1047	court may appoint one or more persons as appraisers to receive
1048	evidence and recommend a decision on the question of fair value.
1049	The appraisers shall have the powers described in the order
1050	appointing them, or in any amendment to the order. The
1051	shareholders demanding appraisal rights are entitled to the same
1052	discovery rights as parties in other civil proceedings. There
1053	shall be no right to a jury trial.
1054	(5) Each shareholder made a party to the proceeding is
1055	entitled to judgment for the amount of the fair value of such
1056	shareholder's shares, plus interest, as found by the court.
1057	(6) The corporation shall pay each such shareholder the
1058	amount found to be due within 10 days after final determination
1059	of the proceedings. Upon payment of the judgment, the
1060	shareholder shall cease to have any interest in the shares.
1061	Section 31. Section 607.1331, Florida Statutes, is created
1062	to read:
1063	607.1331 Court costs and counsel fees.--
1064	(1) The court in an appraisal proceeding commenced under
1065	s. 607.1330 shall determine all costs of the proceeding,
1066	including the reasonable compensation and expenses of appraisers
1067	appointed by the court. The court shall assess the costs against
1068	the corporation, except that the court may assess costs against
1069	all or some of the shareholders demanding appraisal, in amounts
1070	the court finds equitable, to the extent the court finds such
1071	shareholders acted arbitrarily, vexatiously, or not in good
1072	faith with respect to the rights provided by this chapter.
1073	(2) The court in an appraisal proceeding may also assess
1074	the fees and expenses of counsel and experts for the respective
1075	parties, in amounts the court finds equitable:
1076	(a) Against the corporation and in favor of any or all
1077	shareholders demanding appraisal if the court finds the
1078	corporation did not substantially comply with ss. 607.1320 and
1079	607.1322; or
1080	(b) Against either the corporation or a shareholder
1081	demanding appraisal, in favor of any other party, if the court
1082	finds that the party against whom the fees and expenses are
1083	assessed acted arbitrarily, vexatiously, or not in good faith
1084	with respect to the rights provided by this chapter.
1085	(3) If the court in an appraisal proceeding finds that the
1086	services of counsel for any shareholder were of substantial
1087	benefit to other shareholders similarly situated, and that the
1088	fees for those services should not be assessed against the
1089	corporation, the court may award to such counsel reasonable fees
1090	to be paid out of the amounts awarded the shareholders who were
1091	benefited.
1092	(4) To the extent the corporation fails to make a required
1093	payment pursuant to s. 607.1324, the shareholder may sue
1094	directly for the amount owed and, to the extent successful,
1095	shall be entitled to recover from the corporation all costs and
1096	expenses of the suit, including counsel fees.
1097	Section 32. Section 607.1332, Florida Statutes, is created
1098	to read:
1099	607.1332 Disposition of acquired shares.--Shares acquired
1100	by a corporation pursuant to payment of the agreed value thereof
1101	or pursuant to payment of the judgment entered therefor, as
1102	provided in this chapter, may be held and disposed of by such
1103	corporation as authorized but unissued shares of the
1104	corporation, except that, in the case of a merger or share
1105	exchange, they may be held and disposed of as the plan of merger
1106	or share exchange otherwise provides. The shares of the
1107	surviving corporation into which the shares of such shareholders
1108	demanding appraisal rights would have been converted had they
1109	assented to the merger shall have the status of authorized but
1110	unissued shares of the surviving corporation.
1111	Section 33. Section 607.1333, Florida Statutes, is created
1112	to read:
1113	607.1333. Limitation on corporate payment.--
1114	(1) No payment shall be made to a shareholder seeking
1115	appraisal rights if, at the time of payment, the corporation is
1116	unable to meet the distribution standards of s. 607.06401. In
1117	such event, the shareholder shall, at the shareholder’s option:
1118	(a) Withdraw his or her notice of intent to assert
1119	appraisal rights, which shall in such event be deemed withdrawn
1120	with the consent of the corporation; or
1121	(b) Retain his or her status as a claimant against the
1122	corporation and, if it is liquidated, be subordinated to the
1123	rights of creditors of the corporation, but have rights superior
1124	to the shareholders not asserting appraisal rights, and if it is
1125	not liquidated, retain his or her right to be paid for the
1126	shares, which right the corporation shall be obliged to satisfy
1127	when the restrictions of this section do not apply.
1128	(2) The shareholder shall exercise the option under
1129	paragraph (1)(a) or (b) by written notice filed with the
1130	corporation within 30 days after the corporation has given
1131	written notice that the payment for shares cannot be made
1132	because of the restrictions of this section. If the shareholder
1133	fails to exercise the option, the shareholder shall be deemed to
1134	have withdrawn his or her notice of intent to assert appraisal
1135	rights.
1136	Section 34. Subsection (1) of section 607.1403, Florida
1137	Statutes, is amended to read:
1138	607.1403 Articles of dissolution.--
1139	(1) At any time after dissolution is authorized, the
1140	corporation may dissolve by delivering to the Department of
1141	State for filing articles of dissolution which shall be executed
1142	in accordance with s. 607.0120 and which shall setsetting
1143	forth:
1144	(a) The name of the corporation;
1145	(b) The date dissolution was authorized;
1146	(c) If dissolution was approved by the shareholders, a
1147	statement that the number cast for dissolution by the
1148	shareholderswas sufficient for approval.
1149	(d) If dissolution was approved by the shareholders and if
1150	voting by voting groups was required, a statement that the
1151	number cast for dissolution by the shareholderswas sufficient
1152	for approval must be separately provided for each voting group
1153	entitled to vote separately on the plan to dissolve.
1154	Section 35. Section 607.1406, Florida Statutes, is amended
1155	to read:
1156	607.1406 Knownclaims against dissolved corporation.--
1157	(1) A dissolved corporation or successor entity, as
1158	defined in subsection (14)(15), may dispose of the known claims
1159	against it by following the procedures described in subsections
1160	(2), (3), and (4).
1161	(2) The dissolved corporation or successor entity shall
1162	deliver to each of its known claimants written notice of the
1163	dissolution at any time after its effective date. The written
1164	notice shall:
1165	(a) Provide a reasonable description of the claim that the
1166	claimant may be entitled to assert;
1167	(b) State whether the claim is admitted or not admitted,
1168	in whole or in part, and, if admitted:
1169	1. The amount that is admitted, which may be as of a given
1170	date; and
1171	2. Any interest obligation if fixed by an instrument of
1172	indebtedness;
1173	(c) Provide a mailing address where a claim may be sent;
1174	(d) State the deadline, which may not be fewer than 120
1175	days after the effective date of the written notice, by which
1176	confirmation of the claim must be delivered to the dissolved
1177	corporation or successor entity; and
1178	(e) State that the corporation or successor entity may
1179	make distributions thereafter to other claimants and the
1180	corporation's shareholders or persons interested as having been
1181	such without further notice.
1182	(3) A dissolved corporation or successor entity may
1183	reject, in whole or in part, any claim made by a claimant
1184	pursuant to this subsection by mailing notice of such rejection
1185	to the claimant within 90 days after receipt of such claim and,
1186	in all events, at least 150 days before expiration of 3 years
1187	following the effective date of dissolution. A notice sent by
1188	the dissolved corporation or successor entity pursuant to this
1189	subsection shall be accompanied by a copy of this section.
1190	(4) A dissolved corporation or successor entity electing
1191	to follow the procedures described in subsections (2) and (3)
1192	shall also give notice of the dissolution of the corporation to
1193	persons with known claims, that arecontingent upon the
1194	occurrence or nonoccurrence of future events or otherwise
1195	conditional or unmatured, and request that such persons present
1196	such claims in accordance with the terms of such notice. Such
1197	notice shall be in substantially the form, and sent in the same
1198	manner, as described in subsection (2).
1199	(5) A dissolved corporation or successor entity shall
1200	offer any claimant whose knownclaim is contingent, conditional,
1201	or unmatured such security as the corporation or such entity
1202	determines is sufficient to provide compensation to the claimant
1203	if the claim matures. The dissolved corporation or successor
1204	entity shall deliver such offer to the claimant within 90 days
1205	after receipt of such claim and, in all events, at least 150
1206	days before expiration of 3 years following the effective date
1207	of dissolution. If the claimant offered such security does not
1208	deliver in writing to the dissolved corporation or successor
1209	entity a notice rejecting the offer within 120 days after
1210	receipt of such offer for security, the claimant is deemed to
1211	have accepted such security as the sole source from which to
1212	satisfy his or her claim against the corporation.
1213	(6) A dissolved corporation or successor entity which has
1214	given notice in accordance with subsections (2) and (4) shall
1215	petition the circuit court in the county where the corporation's
1216	principal office is located or was located at the effective date
1217	of dissolution to determine the amount and form of security that
1218	will be sufficient to provide compensation to any claimant who
1219	has rejected the offer for security made pursuant to subsection
1220	(5).
1221	(7) A dissolved corporation or successor entity which has
1222	given notice in accordance with subsection (2) shall petition
1223	the circuit court in the county where the corporation's
1224	principal office is located or was located at the effective date
1225	of dissolution to determine the amount and form of security
1226	which will be sufficient to provide compensation to claimants
1227	whose claims are known to the corporation or successor entity
1228	but whose identities are unknown. The court shall appoint a
1229	guardian ad litem to represent all claimants whose identities
1230	are unknown in any proceeding brought under this subsection. The
1231	reasonable fees and expenses of such guardian, including all
1232	reasonable expert witness fees, shall be paid by the petitioner
1233	in such proceeding.
1234	(8) The giving of any notice or making of any offer
1235	pursuant to the provisions of this section shall not revive any
1236	claim then barred or constitute acknowledgment by the dissolved
1237	corporation or successor entity that any person to whom such
1238	notice is sent is a proper claimant and shall not operate as a
1239	waiver of any defense or counterclaim in respect of any claim
1240	asserted by any person to whom such notice is sent.
1241	(9) A dissolved corporation or successor entity which has
1242	followed the procedures described in subsections (2)-(7):
1243	(a) Shall pay the claims admitted or made and not rejected
1244	in accordance with subsection (3);
1245	(b) Shall post the security offered and not rejected
1246	pursuant to subsection (5);
1247	(c) Shall post any security ordered by the circuit court
1248	in any proceeding under subsections (6) and (7); and
1249	(d) Shall pay or make provision for all other known
1250	obligations of the corporation or such successor entity.
1251
1252	Such claims or obligations shall be paid in full, and any such
1253	provision for payments shall be made in full if there are
1254	sufficient funds. If there are insufficient funds, such claims
1255	and obligations shall be paid or provided for according to their
1256	priority and, among claims of equal priority, ratably to the
1257	extent of funds legally available therefor. Any remaining funds
1258	shall be distributed to the shareholders of the dissolved
1259	corporation; however, such distribution may not be made before
1260	the expiration of 150 days from the date of the last notice of
1261	rejections given pursuant to subsection (3). In the absence of
1262	actual fraud, the judgment of the directors of the dissolved
1263	corporation or the governing persons of such successor entity as
1264	to the provisions made for the payment of all obligations under
1265	paragraph (d) is conclusive.
1266	(10) A dissolved corporation or successor entity which has
1267	not followed the procedures described in subsections (2) and (3)
1268	shall pay or make reasonable provision to pay all claims and
1269	obligations, including all contingent, conditional, or unmatured
1270	claims known to the corporation or such successor entity and all
1271	claims which are known to the dissolved corporation or such
1272	successor entity but for which the identity of the claimant is
1273	unknown. Such claims shall be paid in full, and any such
1274	provision for payment made shall be made in full if there are
1275	sufficient funds. If there are insufficient funds, such claims
1276	and obligations shall be paid or provided for according to their
1277	priority and, among claims of equal priority, ratably to the
1278	extent of funds legally available therefor. Any remaining funds
1279	shall be distributed to the shareholders of the dissolved
1280	corporation.
1281	(11) Directors of a dissolved corporation or governing
1282	persons of a successor entity which has complied with subsection
1283	(9) or subsection (10) are not personally liable to the
1284	claimants of the dissolved corporation.
1285	(12) A shareholder of a dissolved corporation the assets
1286	of which were distributed pursuant to subsection (9) or
1287	subsection (10) is not liable for any claim against the
1288	corporation in an amount in excess of such shareholder's pro
1289	rata share of the claim or the amount distributed to the
1290	shareholder, whichever is less.
1291	(13) A shareholder of a dissolved corporation, the assets
1292	of which were distributed pursuant to subsection (9),is not
1293	liable for any claim against the corporation, which claim is
1294	known to the corporation or successor entity,on which a
1295	proceeding is not begun prior to the expiration of 3 years
1296	following the effective date of dissolution.
1297	(14) The aggregate liability of any shareholder of a
1298	dissolved corporation for claims against the dissolved
1299	corporation arising under this section, s. 607.1407, or
1300	otherwise,may not exceed the amount distributed to the
1301	shareholder in dissolution.
1302	(15) As used in this section or s. 607.1407, the term
1303	"successor entity" includes any trust, receivership, or other
1304	legal entity governed by the laws of this state to which the
1305	remaining assets and liabilities of a dissolved corporation are
1306	transferred and which exists solely for the purposes of
1307	prosecuting and defending suits by or against the dissolved
1308	corporation, enabling the dissolved corporation to settle and
1309	close the business of the dissolved corporation, to dispose of
1310	and convey the property of the dissolved corporation, to
1311	discharge the liabilities of the dissolved corporation, and to
1312	distribute to the dissolved corporation's shareholders any
1313	remaining assets, but not for the purpose of continuing the
1314	business for which the dissolved corporation was organized.
1315	Section 36. Section 607.1407, Florida Statutes, is created
1316	to read:
1317	607.1407 Unknown claims against dissolved corporation.--
1318	(1) A dissolved corporation or successor entity, as
1319	defined in s. 607.1406(15), may also file notice of its
1320	dissolution with the Department of State on the form prescribed
1321	by the department and request that persons with claims against
1322	the corporation which are not known to the corporation or
1323	successor entity present them in accordance with the notice.
1324	(2) The notice must:
1325	(a) describe the information that must be included in a
1326	claim and provide a mailing address to which the claim may be
1327	sent; and
1328	(b) State that a claim against the corporation will be
1329	barred unless a proceeding to enforce the claim is commenced
1330	within 4 years after the filing of the notice.
1331	(3) If the dissolved corporation or successor entity files
1332	the notice in accordance with subsections (1) and (2), the claim
1333	of each of the following claimants is barred unless the claimant
1334	commences a proceeding to enforce the claim against the
1335	dissolved corporation within 4 years after the filing date:
1336	(a) A claimant who did not receive written notice under s.
1337	607.1406(9), or whose claim was not provided for under s.
1338	607.1406(10), whether such claim is based on an event occurring
1339	before or after the effective date of dissolution.
1340	(b) A claimant whose claim was timely sent to the
1341	dissolved corporation but not acted on.
1342	(4) A claim may be enforced under this section:
1343	(a) Against the dissolved corporation, to the extent of
1344	its undistributed assets; or
1345	(b) If the assets have been distributed in liquidation,
1346	against a shareholder of the dissolved corporation to the extent
1347	of such shareholder's pro rata share of the claim or the
1348	corporate assets distributed to such shareholder in liquidation,
1349	whichever is less, provided that the aggregate liability of any
1350	shareholder of a dissolved corporation for claims against the
1351	dissolved corporation arising under this section, s. 607.1406,
1352	or otherwise, may not exceed the amount distributed to the
1353	shareholder in dissolution.
1354	Section 37. Subsections (1) and (2) of section 607.1422,
1355	Florida Statutes, are amended to read:
1356	607.1422 Reinstatement following administrative
1357	dissolution.--
1358	(1)(a)A corporation administratively dissolved under s.
1359	607.1421 may apply to the Department of State for reinstatement
1360	at any time after the effective date of dissolution. The
1361	corporationapplication must submit a reinstatement form
1362	prescribed and furnished by the Department of State or a current
1363	uniform business report signed by the registered agent and an
1364	officer or director and all fees then owed by the corporation,
1365	computed at the rate provided by law at the time the corporation
1366	applies for reinstatement:
1367	1. Recite the name of the corporation and the effective
1368	date of its administrative dissolution;
1369	2. State that the ground or grounds for dissolution either
1370	did not exist or have been eliminated and that no further
1371	grounds currently exist for dissolution;
1372	3. State that the corporation's name satisfies the
1373	requirements of s. 607.0401; and
1374	4. State that all fees owed by the corporation and
1375	computed at the rate provided by law at the time the corporation
1376	applies for reinstatement have been paid; or
1377	(b) As an alternative, the corporation may submit a
1378	current annual report, signed by the registered agent and an
1379	officer or director, which substantially complies with the
1380	requirements of paragraph (a).
1381	(2) If the Department of State determines that the
1382	application contains the information required by subsection (1)
1383	and that the information is correct, it shall reinstate the
1384	corporationcancel the certificate of dissolution and prepare a
1385	certificate of reinstatement that recites its determination and
1386	the effective date of reinstatement, file the original of the
1387	certificate, and serve a copy on the corporation under s.
1388	607.0504(2).
1389	Section 38. Effective October 1, 2004, paragraph (b) of
1390	subsection (3) of section 607.1430, Florida Statutes, is
1391	amended, and subsections (6) and (7) are added to said section,
1392	to read:
1393	607.1430 Grounds for judicial dissolution.--A circuit
1394	court may dissolve a corporation or order such other remedy as
1395	provided in s. 607.1434:
1396	(3) In a proceeding by a shareholder or group of
1397	shareholders in a corporation having 35 or fewer shareholders if
1398	it is established that:
1399	(b) The directors or those in control of the corporation
1400	have acted, are acting, or are reasonably expected to act in a
1401	manner that is illegal, oppressive,or fraudulent;
1402	(6) In connection with paragraph (3)(b), the incorporators
1403	or shareholders of the corporation may omit oppressive conduct
1404	as a ground for judicial dissolution with respect to such
1405	corporation if set forth in:
1406	(a) The articles of incorporation or bylaws and approved
1407	by all incorporators, or, if the corporation has issued shares,
1408	by all persons who are shareholders at the time of the approval;
1409	or
1410	(b) A written agreement that is signed by all persons who
1411	are shareholders at the time of the agreement and such written
1412	agreement is made known to the corporation.
1413	(7) The addition of oppressive conduct as a ground for
1414	judicial dissolution shall apply to all corporations organized
1415	after October 1, 2003. All corporations organized prior to
1416	October 1, 2003, shall be subject to such addition on and after
1417	October 1, 2004, provided that such addition shall also apply to
1418	corporations organized prior to October 1, 2003, to the extent
1419	such corporations expressly elect in their articles of
1420	incorporation or bylaws to become subject to such addition prior
1421	to October 1, 2003.
1422	Section 39. Paragraph (a) of subsection (1) of section
1423	607.1503, Florida Statutes, is amended to read:
1424	607.1503 Application for certificate of authority.--
1425	(1) A foreign corporation may apply for a certificate of
1426	authority to transact business in this state by delivering an
1427	application to the Department of State for filing. Such
1428	application shall be made on forms prescribed and furnished by
1429	the Department of State and shall set forth:
1430	(a) The name of the foreign corporation as long as its
1431	name satisfies the requirements of s. 607.0401, but if its name
1432	does not satisfy such requirementsor, if its name is
1433	unavailable for use in this state, a corporate name that
1434	otherwisesatisfies the requirements of s. 607.1506;
1435	Section 40. Subsection (2) of section 607.1504, Florida
1436	Statutes, is amended to read:
1437	607.1504 Amended certificate of authority.--
1438	(2) Such application shall be made within 9030days after
1439	the occurrence of any change mentioned in subsection (1), shall
1440	be made on forms prescribed by the Department of State and,
1441	shall be executed in accordance with s. 607.0120. The foreign
1442	corporation shall deliver with the completed application, a
1443	certificate, or a document of similar import, authenticated as
1444	of a date not more than 90 days prior to delivery of the
1445	application to the Department of State by the Secretary of State
1446	or other official having custody of corporate records in the
1447	jurisdiction under the laws of which it is incorporated,
1448	evidencing the amendment. A translation of the certificate,
1449	under oath or affirmation of the translator, must be attached to
1450	a certificate that is in a language other than English. The
1451	applicationand filed in the same manner as an original
1452	application for authority, andshall set forth:
1453	(a) The name of the foreign corporation as it appears on
1454	the records of the Department of State.
1455	(b) The jurisdiction of its incorporation.
1456	(c) The date it was authorized to do business in this
1457	state.
1458	(d) If the name of the foreign corporation has been
1459	changed, the name relinquished, the new name, a statement that
1460	the change of name has been effected under the laws of the
1461	jurisdiction of its incorporation, and the date the change was
1462	effected.
1463	(e) If the amendment changes its period of duration, a
1464	statement of such change.
1465	(f) If the amendment changes the jurisdiction of
1466	incorporation, a statement of such change.
1467	Section 41. Subsection (1) of section 607.1506, Florida
1468	Statutes, is amended to read:
1469	607.1506 Corporate name of foreign corporation.--
1470	(1) A foreign corporation is not entitled to file an
1471	application for a certificate of authority unless the corporate
1472	name of such corporation satisfies the requirements of s.
1473	607.0401. If the corporate name of a foreign corporation does
1474	not satisfy the requirements of s. 607.0401, the foreign
1475	corporation, to obtain or maintain a certificate of authority to
1476	transact business in this state:
1477	(a) May add the word "corporation," "company," or
1478	"incorporated" or the abbreviation "Corp.," "Inc.," "Co.," or
1479	the designation “Corp.,” “Inc.,” or “Co.,”or words or
1480	abbreviations of like import in language,as will clearly
1481	indicate that it is a corporation instead of a natural person,
1482	or partnership, or other business entityto its corporate name
1483	for use in this state; or
1484	(b) May use an alternate name to transact business in this
1485	state if its real name is unavailable and it delivers to the
1486	Department of State for filing a copy of the resolution of its
1487	board of directors, executed as required by s. 607.0120,
1488	adopting an alternate name. Any such alternate corporate name,
1489	adopted for use in this state, shall be cross-referenced to the
1490	real corporate name in the records of the Division of
1491	Corporations. If the corporation’s real corporate name becomes
1492	available in this state or the corporation chooses to change its
1493	alternate name, a copy of the resolution of its board of
1494	directors changing or withdrawing the alternate name, executed
1495	as required by s. 607.0120, shall be delivered for filing.
1496	Section 42. Section 607.1605, Florida Statutes, is created
1497	to read:
1498	607.1605 Inspection of records by directors.--
1499	(1) A director of a corporation is entitled to inspect and
1500	copy the books, records, and documents of the corporation at any
1501	reasonable time to the extent reasonably related to the
1502	performance of the director's duties as a director, including
1503	duties as a member of a committee, but not for any other purpose
1504	or in any manner that would violate any duty to the corporation.
1505	(2) The circuit court of the county in which the
1506	corporation's principal office or, if none in this state, its
1507	registered office is located may order inspection and copying of
1508	the books, records, and documents at the corporation's expense,
1509	upon application of a director who has been refused such
1510	inspection rights, unless the corporation establishes that the
1511	director is not entitled to such inspection rights. The court
1512	shall dispose of an application under this subsection on an
1513	expedited basis.
1514	(3) If an order is issued, the court may include
1515	provisions protecting the corporation from undue burden or
1516	expense and prohibiting the director from using information
1517	obtained upon exercise of the inspection rights in a manner that
1518	would violate a duty to the corporation, and may also order the
1519	corporation to reimburse the director for the director's costs,
1520	including reasonable counsel fees, incurred in connection with
1521	the application.
1522	Section 43. Paragraphs (g), (h), and (i) of subsection (1)
1523	of section 607.1622, Florida Statutes, are amended to read:
1524	607.1622 Annual report for Department of State.--
1525	(1) Each domestic corporation and each foreign corporation
1526	authorized to transact business in this state shall deliver to
1527	the Department of State for filing a sworn annual report on such
1528	forms as the Department of State prescribes that sets forth:
1529	(g) Whether the corporation has liability for intangible
1530	taxes under s. 199.032. The Department of State shall annually
1531	prepare a list of those corporations that have indicated no
1532	intangible tax liability, and provide such list to the
1533	Department of Revenue;
1534	(g)(h)Language permitting a voluntary contribution of $5
1535	per taxpayer, which contribution shall be transferred into the
1536	Election Campaign Financing Trust Fund. A statement providing an
1537	explanation of the purpose of the trust fund shall also be
1538	included; and
1539	(h)(i)Such additional information as may be necessary or
1540	appropriate to enable the Department of State to carry out the
1541	provisions of this act.
1542	Section 44. Paragraph (b) of subsection (1) of section
1543	607.1907, Florida Statutes, is amended to read:
1544	607.1907 Effect of repeal of prior acts.--
1545	(1) Except as provided in subsection (2), the repeal of a
1546	statute by this act does not affect:
1547	(b) Any ratification, right,remedy, privilege,
1548	obligation, or liability acquired, accrued, or incurred under
1549	the statute before its repeal;
1550	Section 45. Section 607.0903, Florida Statutes, is
1551	repealed.
1552	Section 46. Except as otherwise provided herein, this act
1553	shall take effect October 1, 2003.