HB 1623 2003
1	CHAMBER ACTION
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6	The Committee on Judiciary recommends the following:
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8	Committee Substitute
9	Remove the entire bill and insert:
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11	A bill to be entitled
12	An act relating to the Florida Business Corporations Act;
13	amending s. 607.0120, F.S.; clarifying a document
14	execution provision relating to filing requirement;
15	amending s. 607.0122, F.S.; clarifying an agent statement
16	of resignation fee provision; amending s. 607.0123, F.S.;
17	clarifying an effective time and date of document
18	provision; amending s. 607.0124, F.S.; clarifying a filed
19	document correction provision; amending s. 607.0141, F.S.;
20	revising certain required notice provisions; providing for
21	nonapplication to certain provisions; amending s.
22	607.0401, F.S.; clarifying a corporate name provision;
23	providing construction relating to a corporate name;
24	amending s. 607.0505, F.S.; providing for agent
25	designation withdrawals by alien business organizations;
26	amending s. 607.0630, F.S.; clarifying shareholder’s
27	preemptive rights provisions relating to certain
28	securities; amending s. 607.0701, F.S.; providing for
29	remote communications at annual shareholder meetings;
30	providing requirements; amending s. 607.0702, F.S.;
31	providing for remote communications at special shareholder
32	meetings; providing requirements; amending s. 607.07401,
33	F.S.; revising a complaint verification and allegation
34	requirement under a shareholder derivative action
35	provision; amending s. 607.0902, F.S.; revising a notice
36	of shareholder meeting requirement; providing construction
37	of control shares voting rights; deleting a rights of
38	dissenting shareholders provision; amending s. 607.10025,
39	F.S.; clarifying certain articles of incorporation
40	provisions; amending s. 607.1004, F.S.; clarifying certain
41	voting group amendment voting provisions; amending s.
42	607.1006, F.S.; clarifying certain execution of articles
43	of amendment provisions; amending s. 607.1103, F.S.;
44	clarifying a notification of certain plan actions
45	provision; amending s. 607.1104, F.S.; clarifying a merger
46	of subsidiary corporation plan of merger information
47	requirement; amending s. 607.1108, F.S.; correcting a
48	cross reference; amending s. 607.11101, F.S.; clarifying
49	certain effect of merger provisions; amending s. 607.1202,
50	F.S.; clarifying a notice requirement relating to certain
51	sales of assets; amending s. 607.1301, F.S.; providing
52	definitions relating to appraisal rights; amending s.
53	607.1302, F.S.; providing for shareholders’ rights to
54	appraisals under certain circumstances; providing
55	limitations; providing for limiting or eliminating
56	appraisal rights under certain circumstances; prohibiting
57	certain corporate action challenges under certain
58	circumstances; creating s. 607.1303, F.S.; providing
59	procedures, requirements, and limitations for assertion of
60	rights by nominees and beneficial owners; amending s.
61	607.1320, F.S.; providing requirements for notice of
62	appraisal rights; creating s. 607.1321, F.S.; providing
63	requirements for notice of intent to demand payment;
64	creating s. 607.1322, F.S.; providing appraisal notice and
65	form requirements; creating s. 607.1323, F.S.; providing
66	procedures, requirements, and limitations for perfection
67	of appraisal rights; providing for right to withdraw under
68	certain circumstances; creating s. 607.1324, F.S.;
69	providing procedures and requirements for shareholders’
70	acceptance of certain offers; creating s. 607.1326, F.S.;
71	providing procedures for shareholder dissatisfaction with
72	certain offers; providing for waiver of certain rights;
73	creating s. 607.1330, F.S.; providing requirements,
74	procedures, and limitations on court actions; providing
75	for entitlement to certain judgments; requiring corporate
76	payments under certain circumstances; creating s.
77	607.1331, F.S.; providing for assessment and award of
78	court costs and attorney fees under certain circumstances;
79	creating s. 607.1332, F.S.; providing for disposition of
80	certain acquired shares; creating s. 607.1333, F.S.;
81	providing limitations on corporate payouts; providing
82	certain shareholder notice requirements; amending s.
83	607.1403, F.S.; providing for execution of articles of
84	dissolution; clarifying requirements; amending s.
85	607.1406, F.S.; clarifying provisions relating to claims
86	against dissolved corporations; creating s. 607.1407,
87	F.S.; providing procedures and requirements for
88	administration of unknown claims against dissolved
89	corporations; amending s. 607.1422, F.S.; revising
90	procedural requirements for reinstatement after
91	administrative dissolution; amending s. 607.1430, F.S.;
92	providing for restricting certain grounds for judicial
93	dissolution; providing application; amending s. 607.1503,
94	F.S.; clarifying certain foreign corporation name
95	requirements; amending s. 607.1504, F.S.; revising certain
96	execution procedures and requirements for amended
97	certificates of authority; amending s. 607.1506, F.S.;
98	clarifying name requirements for foreign corporations;
99	creating s. 607.1605, F.S.; providing requirements,
100	procedures, and limitations on inspection of corporate
101	records by directors; amending s. 607.1622, F.S.; deleting
102	an annual report information requirement relating to
103	corporate liability for certain taxes; amending s.
104	607.1907, F.S.; clarifying an effect of repeal of prior
105	acts provision; repealing s. 607.0903, F.S., relating to
106	application of certain provisions to foreign corporations;
107	providing effective dates.
108
109	Be It Enacted by the Legislature of the State of Florida:
110
111	Section 1. Subsection (6) of section 607.0120, Florida
112	Statutes, is amended to read:
113	607.0120 Filing requirements.--
114	(6) The document must be executed:
115	(a) By a directorthe chair or any vice chair of the board
116	of directorsof a domestic or foreign corporation, or by its
117	president or by another of its officers;
118	(b) If directors or officershave not been selected or the
119	corporation has not been formed, by an incorporator; or
120	(c) If the corporation is in the hands of a receiver,
121	trustee, or other court-appointed fiduciary, by that fiduciary.
122	Section 2. Subsection (7) of section 607.0122, Florida
123	Statutes, is amended to read:
124	607.0122 Fees for filing documents and issuing
125	certificates.--The Department of State shall collect the
126	following fees when the documents described in this section are
127	delivered to the department for filing:
128	(7) Agent's statement of resignation from an inactive
129	administratively dissolvedcorporation: $35.
130	Section 3. Subsections (1) and (2) of section 607.0123,
131	Florida Statutes, are amended to read:
132	607.0123 Effective time and date of document.--
133	(1) Except as provided in subsectionssubsection (2) and
134	(4)and in s. 607.0124(3), a document accepted for filing is
135	effective on:
136	(a) At the date and at the timeof filing, as evidenced by
137	such means as the Department of State may use for the purpose of
138	recording the date and time of filing; or
139	(b) At the date specified in the document as its effective
140	date.
141	(2) A document may specify a delayed effective date and,
142	if desired, a time on that date, and if it does the document
143	shall become effective on the date and at the time, if any,
144	specified. If a delayed effective date is specified without
145	specifying a time on that date, the document shall become
146	effective at the start of business on that date. Unless
147	otherwise permitted by this act, a delayed effective date for a
148	document may not be later than the 90th day after the date on
149	which it is filed.
150	Section 4. Subsections (1) and (2) of section 607.0124,
151	Florida Statutes, are amended to read:
152	607.0124 Correcting filed document.--
153	(1) A domestic or foreign corporation may correct a
154	document filed by the Department of State within 3010 business
155	days afteroffiling if the document:
156	(a) Contains an inaccuracy;
157	(b) Was defectively executed, attested, sealed, verified,
158	or acknowledged; or
159	(c) The electronic transmission was defective.
160	(2) A document is corrected:
161	(a) By preparing articles of correction that:
162	1. Describe the document (including its filing date) or
163	attach a copy of it to the articles;
164	2. Specify the inaccuracy or defect to be corrected; and
165	3. Correct the inaccuracy or defect; and
166	(b) By delivering the executedarticles of correction to
167	the Department of State for filing, executed in accordance with
168	s. 607.0120.
169	Section 5. Subsection (3) of section 607.0141, Florida
170	Statutes, is amended to read:
171	607.0141 Notice.--
172	(3)(a)Written notice by a domestic or foreign corporation
173	authorized to transact business in this state to its
174	shareholder, if in a comprehensible form, is effective:
175	1.(a)Upon deposit into the United States mail, if mailed
176	postpaid and correctly addressed to the shareholder's address
177	shown in the corporation's current record of shareholders; or
178	2.(b)When electronically transmitted to the shareholder
179	in a manner authorized by the shareholder.
180	(b) Unless otherwise provided in the articles of
181	incorporation or bylaws, and without limiting the manner by
182	which notice otherwise may be given effectively to shareholders,
183	any notice to shareholders given by the corporation under any
184	provision of this chapter, the articles of incorporation, or the
185	bylaws, shall be effective if given by a single written notice
186	to shareholders who share an address if consented to by the
187	shareholders at that address to whom such notice is given. Any
188	such consent shall be revocable by a shareholder by written
189	notice to the corporation.
190	(c) Any shareholder who fails to object in writing to the
191	corporation, within 60 days after having been given written
192	notice by the corporation of its intention to send the single
193	notice permitted under paragraph (b), shall be deemed to have
194	consented to receiving such single written notice.
195	(d) This subsection shall not apply to s. 607.0620, s.
196	607.1402, or s. 607.1404.
197	Section 6. Subsection (1) of section 607.0401, Florida
198	Statutes, is amended, and subsection (5) is added to said
199	section, to read:
200	607.0401 Corporate name.--A corporate name:
201	(1) Must contain the word "corporation," "company," or
202	"incorporated" or the abbreviation "Corp.," "Inc.," or "Co.," or
203	words or abbreviations of like import in language,or the
204	designation "Corp,” "Inc,” or "Co,”as will clearly indicate
205	that it is a corporation instead of a natural person,or
206	partnership, or other business entity;
207	(5) The name of the corporation as filed with the
208	Department of State shall be for public notice only and shall
209	not alone create any presumption of ownership beyond that which
210	is created under the common law.
211	Section 7. Subsection (12) is added to section 607.0505,
212	Florida Statutes, to read:
213	607.0505 Registered agent; duties.--
214	(12) Any alien business organization may withdraw its
215	registered agent designation by delivering an application for
216	certificate of withdrawal to the Department of State for filing.
217	Such application shall set forth:
218	(a) The name of the alien business organization and the
219	jurisdiction under the law of which it is incorporated or
220	organized.
221	(b) That it is no longer required to maintain a registered
222	agent in this state.
223	Section 8. Subsection (1) and paragraphs (a), (c), (d),
224	and (e) of subsection (2) of section 607.0630, Florida Statutes,
225	are amended to read:
226	607.0630 Shareholders' preemptive rights.--
227	(1) The shareholders of a corporation do not have a
228	preemptive right to acquire the corporation's unissued shares or
229	the corporation’s treasury shares, except in each caseto the
230	extent the articles of incorporation soprovide.
231	(2) A statement included in the articles of incorporation
232	that "the corporation elects to have preemptive rights"(or words
233	of similar import) means that the following principles apply
234	except to the extent the articles of incorporation expressly
235	provide otherwise:
236	(a) The shareholders of the corporation have a preemptive
237	right, granted on uniform terms and conditions prescribed by the
238	board of directors to provide a fair and reasonable opportunity
239	to exercise the right, to acquire proportional amounts of the
240	corporation's unissued shares and treasury sharesupon the
241	decision of the board of directors to issue them.
242	(c) There is no preemptive right with respect to:
243	1. Shares issued as compensation to directors, officers,
244	agents, or employees of the corporation or its subsidiaries or
245	affiliates;
246	2. Shares issued to satisfy conversion or option rights
247	created to provide compensation to directors, officers, agents,
248	or employees of the corporation or its subsidiaries or
249	affiliates;
250	3. Shares authorized in articles of incorporation that are
251	issued within 6 months from the effective date of incorporation;
252	4. Shares issued pursuant to a plan of reorganization
253	approved by a court of competent jurisdiction pursuant to a law
254	of this state or of the United States; or
255	5.4. Shares issued for consideration othersold otherwise
256	than formoney.
257	(d) Holders of shares of any class or series without
258	general voting rights but with preferential rights to
259	distributions or net assets upon dissolution and liquidation
260	have no preemptive rights with respect to shares of any class.
261	(e) Holders of shares of any class or series with general
262	voting rights but without preferential rights to distributions
263	or net assets upon dissolution or liquidationhave no preemptive
264	rights with respect to shares of any class with preferential
265	rights to distributions or assets unless the shares with
266	preferential rights are convertible into or carry a right to
267	subscribe for or acquire shares without preferential rights.
268	Section 9. Subsection (4) is added to section 607.0701,
269	Florida Statutes, to read:
270	607.0701 Annual meeting.--
271	(4) If authorized by the board of directors, and subject
272	to such guidelines and procedures as the board of directors may
273	adopt, shareholders and proxyholders not physically present at
274	an annual meeting of shareholders may, by means of remote
275	communication:
276	(a) Participate in an annual meeting of shareholders.
277	(b) Be deemed present in person and vote at an annual
278	meeting of shareholders, whether such meeting is to be held at a
279	designated place or solely by means of remote communication,
280	provided that:
281	1. The corporation shall implement reasonable measures to
282	verify that each person deemed present and permitted to vote at
283	the annual meeting by means of remote communication is a
284	shareholder or proxyholder;
285	2. The corporation shall implement reasonable measures to
286	provide such shareholders or proxyholders a reasonable
287	opportunity to participate in the annual meeting and to vote on
288	matters submitted to the shareholders, including, without
289	limitation, an opportunity to communicate and to read or hear
290	the proceedings of the annual meeting substantially concurrently
291	with such proceedings; and
292	3. If any shareholder or proxyholder votes or takes other
293	action at the annual meeting by means of remote communication, a
294	record of such vote or other action shall be maintained by the
295	corporation.
296	Section 10. Subsection (4) is added to section 607.0702,
297	Florida Statutes, to read:
298	607.0702 Special meeting.--
299	(4) If authorized by the board of directors, and subject
300	to such guidelines and procedures as the board of directors may
301	adopt, shareholders and proxyholders not physically present at a
302	special meeting of shareholders may, by means of remote
303	communication:
304	(a) Participate in a special meeting of shareholders.
305	(b) Be deemed present in person and vote at a special
306	meeting of shareholders, whether such meeting is to be held at a
307	designated place or solely by means of remote communication,
308	provided that:
309	1. The corporation shall implement reasonable measures to
310	verify that each person deemed present and permitted to vote at
311	the special meeting by means of remote communication is a
312	shareholder or proxyholder;
313	2. The corporation shall implement reasonable measures to
314	provide such shareholders or proxyholders a reasonable
315	opportunity to participate in the special meeting and to vote on
316	matters submitted to the shareholders, including, without
317	limitation, an opportunity to communicate and to read or hear
318	the proceedings of the special meeting substantially
319	concurrently with such proceedings; and
320	3. If any shareholder or proxyholder votes or takes other
321	action at the special meeting by means of remote communication,
322	a record of such vote or other action shall be maintained by the
323	corporation.
324	Section 11. Subsection (2) of section 607.07401, Florida
325	Statutes, is amended to read:
326	607.07401 Shareholders' derivative actions.--
327	(2) A complaint in a proceeding brought in the right of a
328	corporation must be verified and allege with particularity the
329	demand made to obtain action by the board of directors and that
330	the demand was refused or ignored by the board of directors for
331	a period of at least 90 days from the first demand unless, prior
332	to the expiration of the 90 days, the person was notified in
333	writing that the corporation rejected the demand, or unless
334	irreparable injury to the corporation would result by waiting
335	for the expiration of the 90-day period. If the corporation
336	commences an investigation of the charges made in the demand or
337	complaint, the court may stay any proceeding until the
338	investigation is completed.
339	Section 12. Subsections (8), (9), and (11) of section
340	607.0902, Florida Statutes, are amended to read:
341	607.0902 Control-share acquisitions.--
342	(8) NOTICE OF SHAREHOLDER MEETING.--
343	(a) If a special meeting is requested, notice of the
344	special meeting of shareholders shall be given as promptly as
345	reasonably practicable by the issuing public corporation to all
346	shareholders of record as of the record date set for the
347	meeting, whether or not entitled to vote at the meeting.
348	(b) Notice of the special or annual shareholder meeting at
349	which the voting rights are to be considered must include or be
350	accompanied by each of the following:
351	1. A copy of the acquiring person statement delivered to
352	the issuing public corporation pursuant to this section.
353	2. A statement by the board of directors of the
354	corporation, authorized by its directors, of its position or
355	recommendation, or that it is taking no position or making no
356	recommendation, with respect to the proposed control-share
357	acquisition.
358	3. A statement that shareholders are or may be entitled to
359	assert dissenters' rights, to be accompanied by a copy of ss.
360	607.1301, 607.1302, and 607.1320.
361	(9) RESOLUTION GRANTING CONTROL-SHARE VOTING RIGHTS.--
362	(a) Control shares acquired in a control-share acquisition
363	have the same voting rights as were accorded the shares before
364	the control-share acquisition only to the extent granted by
365	resolution approved by the shareholders of the issuing public
366	corporation.
367	(b) To be approved under this subsection, the resolution
368	must be approved by:
369	1. Each class or series entitled to vote separately on the
370	proposal by a majority of all the votes entitled to be cast by
371	the class or series, with the holders of the outstanding shares
372	of a class or series being entitled to vote as a separate class
373	if the proposed control-share acquisition would, if fully
374	carried out, result in any of the changes described in s.
375	607.1004; and
376	2. Each class or series entitled to vote separately on the
377	proposal by a majority of all the votes entitled to be cast by
378	that group, excluding all interested shares.
379	(c) Any control shares that do not have voting rights
380	because such rights were not accorded to such shares by approval
381	of a resolution by the shareholders pursuant to paragraph (b)
382	shall regain voting rights and shall no longer be deemed control
383	shares upon a transfer to a person other than the acquiring
384	person or associate or affiliate, as defined in s. 607.0901, of
385	the acquiring person unless the acquisition of the shares by the
386	other person constitutes a control-share acquisition, in which
387	case the voting rights of the shares remain subject to the
388	provisions of this section.
389	(11) RIGHTS OF DISSENTING SHAREHOLDERS.--
390	(a) Unless otherwise provided in a corporation's articles
391	of incorporation or bylaws before a control-share acquisition
392	has occurred, in the event control shares acquired in a control-
393	share acquisition are accorded full voting rights and the
394	acquiring person has acquired control shares with a majority or
395	more of all voting power, all shareholders of the issuing public
396	corporation shall have dissenters' rights to receive the fair
397	value of their shares as provided in ss. 607.1301, 607.1302, and
398	607.1320 as provided in this section.
399	(b) As used in this subsection, "fair value" means a value
400	not less than the highest price paid per share by the acquiring
401	person in the control-share acquisition.
402	Section 13. Subsections (4) and (6) of section 607.10025,
403	Florida Statutes, are amended to read:
404	607.10025 Shares; combination or division.--
405	(4) If a division or combination is effected by a board
406	action without shareholder approval and includes an amendment to
407	the articles of incorporation, there shall be executed in
408	accordance with s. 607.0120on behalf of the corporation and
409	filed in the office of the Department of State articlesa
410	certificate of amendment which shall setsettingforth:
411	(a) The name of the corporation.
412	(b) The date of adoption by the board of directors of the
413	resolution approving the division or combination.
414	(c) That the amendment to the articles of incorporation
415	does not adversely affect the rights or preferences of the
416	holders of outstanding shares of any class or series and does
417	not result in the percentage of authorized shares that remain
418	unissued after the division or combination exceeding the
419	percentage of authorized shares that were unissued before the
420	division or combination.
421	(d) The class or series and number of shares subject to
422	the division or combination and the number of shares into which
423	the shares are to be divided or combined.
424	(e) The amendment of the articles of incorporation made in
425	connection with the division or combination.
426	(f) If the division or combination is to become effective
427	at a time subsequent to the time of filing, the date, which may
428	not exceed 90 days after the date of filing, when the division
429	or combination becomes effective.
430	(6) If a division or combination is effected by action of
431	the board and of the shareholders, there shall be executed on
432	behalf of the corporation and filed with the Department of State
433	articlesa certificateof amendment as provided in s. 607.1003,
434	which articlescertificateshall set forth, in addition to the
435	information required by s. 607.1003, the information required in
436	subsection(4).
437	Section 14. Subsections (1) and (3) of section 607.1004,
438	Florida Statutes, are amended to read:
439	607.1004 Voting on amendments by voting groups.--
440	(1) The holders of the outstanding shares of a class are
441	entitled to vote as a class (if shareholder voting is otherwise
442	required by this act) upon a proposed amendment, if the
443	amendment would:
444	(a) Increase or decrease the aggregate number of
445	authorized shares of the class.
446	(a)(b)Effect an exchange or reclassification of all or
447	part of the shares of the class into shares of another class.
448	(b)(c)Effect an exchange or reclassification, or create a
449	right of exchange, of all or part of the shares of another class
450	into the shares of the class.
451	(c)(d)Change the designation, rights, preferences, or
452	limitations of all or part of the shares of the class.
453	(d)(e)Change the shares of all or part of the class into
454	a different number of shares of the same class.
455	(e)(f)Create a new class of shares having rights or
456	preferences with respect to distributions or to dissolution that
457	are prior or, superior, or substantially equalto the shares of
458	the class.
459	(f)(g)Increase the rights, preferences, or number of
460	authorized shares of any class that, after giving effect to the
461	amendment, have rights or preferences with respect to
462	distributions or to dissolution that are prior or, superior, or
463	substantially equalto the shares of the class.
464	(g)(h)Limit or deny an existing preemptive right of all
465	or part of the shares of the class.
466	(h)(i)Cancel or otherwise affect rights to distributions
467	or dividends that have accumulated but not yet been declared on
468	all or part of the shares of the class.
469	(3) If a proposed amendment that entitles the holders of
470	two or more classes or series of shares to vote as separate
471	voting groupsclassesunder this section would affect those two
472	or more classes orseries in the same or substantially similar
473	way, the holders of the shares of all the classes orseries so
474	affected must vote together as a single voting groupclasson
475	the proposed amendment, unless otherwise provided in the
476	articles of incorporation.
477	Section 15. Section 607.1006, Florida Statutes, is amended
478	to read:
479	607.1006 Articles of amendment.--
480	(1)A corporation amending its articles of incorporation
481	shall deliver to the Department of State for filing articles of
482	amendment which shall be executed in accordance with s. 607.0120
483	and which shall setsettingforth:
484	(1)(a)The name of the corporation;
485	(2)(b)The text of each amendment adopted;
486	(3)(c)If an amendment provides for an exchange,
487	reclassification, or cancellation of issued shares, provisions
488	for implementing the amendment if not contained in the amendment
489	itself;
490	(4)(d)The date of each amendment's adoption;
491	(5)(e)If an amendment was adopted by the incorporators or
492	board of directors without shareholder action, a statement to
493	that effect and that shareholder action was not required;
494	(6)(f)If an amendment was approved by the shareholders, a
495	statement that the number of votes cast for the amendment by the
496	shareholders was sufficient for approval and if more than one
497	voting group was entitled to vote on the amendment, a statement
498	designating each voting group entitled to vote separately on the
499	amendment, and a statement that the number of votes cast for the
500	amendment by the shareholders in each voting group was
501	sufficient for approval by that voting group.
502	(2) If the amendment is made by the incorporators or board
503	of directors without shareholder action, the articles of
504	amendment shall be executed by an incorporator or director, as
505	the case may be, approving the amendment.
506	Section 16. Subsection (4) of section 607.1103, Florida
507	Statutes, is amended to read:
508	607.1103 Action on plan.--
509	(4) The corporation the shareholders of which are entitled
510	to vote on the matter shall notify each shareholder, whether or
511	not entitled to vote, of the proposed shareholders' meeting in
512	accordance with s. 607.0705. The notice shall also state that
513	the purpose, or one of the purposes, of the meeting is to
514	consider the plan of merger or share exchange, regardless of
515	whether or not the meeting is an annual or a special meeting,
516	and contain or be accompanied by a copy or summary of the plan.
517	Furthermore, the notice shall contain a clear and concise
518	statement that, if the plan of merger or share exchange is
519	effected, shareholders dissenting therefrom may be entitled, if
520	they comply with the provisions of this act regarding appraisal
521	the rights of dissenting shareholders, to be paid the fair value
522	of their shares, and shall be accompanied by a copy of ss.
523	607.1301-607.1333, 607.1302, and 607.1320.
524	Section 17. Paragraph (b) of subsection (1) of section
525	607.1104, Florida Statutes, is amended to read:
526	607.1104 Merger of subsidiary corporation.--
527	(1)
528	(b) The board of directors of the parent shall adopt a
529	plan of merger that sets forth:
530	1. The names of the parent and subsidiary corporations;
531	2. The manner and basis of converting the shares of the
532	subsidiary or parent into shares, obligations, or other
533	securities of the parent or any other corporation or, in whole
534	or in part, into cash or other property, and the manner and
535	basis of converting rights to acquire shares of each corporation
536	into rights to acquire shares, obligations, and other securities
537	of the surviving or any other corporation or, in whole or in
538	part, into cash or other property;
539	3. If the merger is between the parent and a subsidiary
540	corporation and the parent is not the surviving corporation, a
541	provision for the pro rata issuance of shares of the subsidiary
542	to the holders of the shares of the parent corporation upon
543	surrender of any certificates therefor; and
544	4. A clear and concise statement that shareholders of the
545	subsidiary who, except for the applicability of this section,
546	would be entitled to vote and who dissent from the merger
547	pursuant to s. 607.1321607.1320, may be entitled, if they
548	comply with the provisions of this act regarding appraisalthe
549	rights of dissenting shareholders, to be paid the fair value of
550	their shares.
551	Section 18. Subsection (6) of section 607.1108, Florida
552	Statutes, is amended to read:
553	607.1108 Merger of domestic corporation and other business
554	entity.--
555	(6) Sections 607.1103 and 607.1301-607.1333607.1320
556	shall, insofar as they are applicable, apply to mergers of one
557	or more domestic corporations with or into one or more other
558	business entities.
559	Section 19. Subsections (3) and (7) of section 607.11101,
560	Florida Statutes, are amended to read:
561	607.11101 Effect of merger of domestic corporation and
562	other business entity.--When a merger becomes effective:
563	(3) The surviving entity shall thereafter be responsible
564	and liable for all the liabilities and obligations of each
565	domestic corporation and other business entity that is a party
566	to the merger, including liabilities arising out of appraisal
567	the rights of dissenterswith respect to such merger under
568	applicable law.
569	(7) The shares, partnership interests, interests,
570	obligations, or other securities, and the rights to acquire
571	shares, partnership interests, interests, obligations, or other
572	securities, of each domestic corporation and other business
573	entity that is a party to the merger shall be converted into
574	shares, partnership interests, interests, obligations, or other
575	securities, or rights to such securities, of the surviving
576	entity or any other domestic corporation or other business
577	entity or, in whole or in part, into cash or other property as
578	provided in the plan of merger, and the former holders of
579	shares, partnership interests, interests, obligations, or other
580	securities, or rights to such securities, shall be entitled only
581	to the rights provided in the plan of merger and to their
582	appraisal rights as dissenters, if any, under ss. 607.1301-
583	607.1333607.1301-607.1320, s. 608.4384, s. 620.205, or other
584	applicable law.
585	Section 20. Subsection (4) of section 607.1202, Florida
586	Statutes, is amended to read:
587	607.1202 Sale of assets other than in regular course of
588	business.--
589	(4) The corporation shall notify each shareholder of
590	record, whether or not entitled to vote, of the proposed
591	shareholders' meeting in accordance with s. 607.0705. The notice
592	shall also state that the purpose, or one of the purposes, of
593	the meeting is to consider the sale, lease, exchange, or other
594	disposition of all, or substantially all, the property of the
595	corporation, regardless of whether or not the meeting is an
596	annual or a special meeting, and shall contain or be accompanied
597	by a description of the transaction. Furthermore, the notice
598	shall contain a clear and concise statement that, if the
599	transaction is effected, shareholders dissenting therefrom are
600	or may be entitled, if they comply with the provisions of this
601	act regarding appraisalthe rights of dissenting shareholders,
602	to be paid the fair value of their shares and such notice shall
603	be accompanied by a copy of ss. 607.1301-607.1333607.1301,
604	607.1302, and 607.1320.
605	Section 21. Section 607.1301, Florida Statutes, is amended
606	to read:
607	(Substantial rewording of section. See s.
608	607.1301, Florida Statutes, for present text.)
609	607.1301 Appraisal rights; definitions.--The following
610	definitions apply to ss. 607.1302-607.1333:
611	(1) "Affiliate" means a person that directly or indirectly
612	through one or more intermediaries controls, is controlled by,
613	or is under common control with another person or is a senior
614	executive thereof. For purposes of s. 607.1302(2)(d), a person
615	is deemed to be an affiliate of its senior executives.
616	(2) "Beneficial shareholder" means a person who is the
617	beneficial owner of shares held in a voting trust or by a
618	nominee on the beneficial owner's behalf.
619	(3) "Corporation" means the issuer of the shares held by a
620	shareholder demanding appraisal and, for matters covered in ss.
621	607.1322-607.1333, includes the surviving entity in a merger.
622	(4) "Fair value” means the value of the corporation’s
623	shares determined:
624	(a) Immediately before the effectuation of the corporate
625	action to which the shareholder objects.
626	(b) Using customary and current valuation concepts and
627	techniques generally employed for similar businesses in the
628	context of the transaction requiring appraisal, excluding any
629	appreciation or depreciation in anticipation of the corporate
630	action unless exclusion would be inequitable to the corporation
631	and its remaining shareholders.
632	(c) Without discounting for lack of marketability or
633	minority status except, if appropriate, for amendments to the
634	articles of incorporation pursuant to s. 607.1302(1)(e) or
635	circumstances in which not discounting for marketability would
636	be inequitable to the corporation and its remaining
637	shareholders.
638	(5) "Interest" means interest from the effective date of
639	the corporate action until the date of payment, at the rate of
640	interest on judgments in this state on the effective date of the
641	corporate action.
642	(6) "Preferred shares” means a class or series of shares
643	the holders of which have preference over any other class or
644	series with respect to distributions.
645	(7) "Record shareholder" means the person in whose name
646	shares are registered in the records of the corporation or the
647	beneficial owner of shares to the extent of the rights granted
648	by a nominee certificate on file with the corporation.
649	(8) "Senior executive" means the chief executive officer,
650	chief operating officer, chief financial officer, or anyone in
651	charge of a principal business unit or function.
652	(9) "Shareholder" means both a record shareholder and a
653	beneficial shareholder.
654	Section 22. Section 607.1302, Florida Statutes, is amended
655	to read:
656	(Substantial rewording of section. See s.
657	607.1302, Florida Statutes, for present text.)
658	607.1302 Right of shareholders to appraisal.--
659	(1) A shareholder is entitled to appraisal rights, and to
660	obtain payment of the fair value of that shareholder's shares,
661	in the event of any of the following corporate actions:
662	(a) Consummation of a merger to which the corporation is a
663	party if shareholder approval is required for the merger by s.
664	607.1103 and the shareholder is entitled to vote on the merger
665	or if the corporation is a subsidiary and the merger is governed
666	by s. 607.1104;
667	(b) Consummation of a share exchange to which the
668	corporation is a party as the corporation whose shares will be
669	acquired if the shareholder is entitled to vote on the exchange,
670	except that appraisal rights shall not be available to any
671	shareholder of the corporation with respect to any class or
672	series of shares of the corporation that is not exchanged;
673	(c) Consummation of a disposition of assets pursuant to s.
674	607.1202 if the shareholder is entitled to vote on the
675	disposition, including a sale in dissolution but not including a
676	sale pursuant to court order or a sale for cash pursuant to a
677	plan by which all or substantially all of the net proceeds of
678	the sale will be distributed to the shareholders within 1 year
679	after the date of sale;
680	(d) An amendment of the articles of incorporation with
681	respect to a class or series of shares that reduces the number
682	of shares of a class or series owned by the shareholder to a
683	fraction of a share if the corporation has the obligation or
684	right to repurchase the fractional share so created;
685	(e) Any other amendment to the articles of incorporation,
686	merger, share exchange, or disposition of assets to the extent
687	provided by the articles of incorporation, bylaws, or a
688	resolution of the board of directors, except that no bylaw or
689	board resolution providing for appraisal rights may be amended
690	or otherwise altered except by shareholder approval; or
691	(f) With regard to shares issued prior to October 1, 2003,
692	any amendment of the articles of incorporation if the
693	shareholder is entitled to vote on the amendment and if such
694	amendment would adversely affect such shareholder by:
695	1. Altering or abolishing any preemptive rights attached
696	to any of his or her shares;
697	2. Altering or abolishing the voting rights pertaining to
698	any of his or her shares, except as such rights may be affected
699	by the voting rights of new shares then being authorized of any
700	existing or new class or series of shares;
701	3. Effecting an exchange, cancellation, or
702	reclassification of any of his or her shares, when such
703	exchange, cancellation, or reclassification would alter or
704	abolish the shareholder's voting rights or alter his or her
705	percentage of equity in the corporation, or effecting a
706	reduction or cancellation of accrued dividends or other
707	arrearages in respect to such shares;
708	4. Reducing the stated redemption price of any of the
709	shareholder's redeemable shares, altering or abolishing any
710	provision relating to any sinking fund for the redemption or
711	purchase of any of his or her shares, or making any of his or
712	her shares subject to redemption when they are not otherwise
713	redeemable;
714	5. Making noncumulative, in whole or in part, dividends of
715	any of the shareholder's preferred shares which had theretofore
716	been cumulative;
717	6. Reducing the stated dividend preference of any of the
718	shareholder's preferred shares; or
719	7. Reducing any stated preferential amount payable on any
720	of the shareholder's preferred shares upon voluntary or
721	involuntary liquidation.
722	(2) Notwithstanding subsection (1), the availability of
723	appraisal rights under paragraphs(1)(a), (b), (c), and (d) shall
724	be limited in accordance with the following provisions:
725	(a) Appraisal rights shall not be available for the
726	holders of shares of any class or series of shares which is:
727	1. Listed on the New York Stock Exchange or the American
728	Stock Exchange or designated as a national market system
729	security on an interdealer quotation system by the National
730	Association of Securities Dealers, Inc.; or
731	2. Not so listed or designated, but has at least 2,000
732	shareholders and the outstanding shares of such class or series
733	has a market value of at least $10 million, exclusive of the
734	value of such shares held by its subsidiaries, senior
735	executives, directors, and beneficial shareholders owning more
736	than 10 percent of such shares.
737	(b) The applicability of paragraph (2)(a) shall be
738	determined as of:
739	1. The record date fixed to determine the shareholders
740	entitled to receive notice of, and to vote at, the meeting of
741	shareholders to act upon the corporate action requiring
742	appraisal rights; or
743	2. If there will be no meeting of shareholders, the close
744	of business on the day on which the board of directors adopts
745	the resolution recommending such corporate action.
746	(c) Paragraph (2)(a) shall not be applicable and appraisal
747	rights shall be available pursuant to subsection (1) for the
748	holders of any class or series of shares who are required by the
749	terms of the corporate action requiring appraisal rights to
750	accept for such shares anything other than cash or shares of any
751	class or any series of shares of any corporation, or any other
752	proprietary interest of any other entity, that satisfies the
753	standards set forth in paragraph (2)(a) at the time the
754	corporate action becomes effective.
755	(d) Paragraph (2)(a) shall not be applicable and appraisal
756	rights shall be available pursuant to subsection (1) for the
757	holders of any class or series of shares if:
758	1. Any of the shares or assets of the corporation are
759	being acquired or converted, whether by merger, share exchange,
760	or otherwise, pursuant to the corporate action by a person, or
761	by an affiliate of a person, who:
762	a. Is, or at any time in the 1-year period immediately
763	preceding approval by the board of directors of the corporate
764	action requiring appraisal rights was, the beneficial owner of
765	20 percent or more of the voting power of the corporation,
766	excluding any shares acquired pursuant to an offer for all
767	shares having voting power if such offer was made within 1 year
768	prior to the corporate action requiring appraisal rights for
769	consideration of the same kind and of a value equal to or less
770	than that paid in connection with the corporate action; or
771	b. Directly or indirectly has, or at any time in the 1-
772	year period immediately preceding approval by the board of
773	directors of the corporation of the corporate action requiring
774	appraisal rights had, the power, contractually or otherwise, to
775	cause the appointment or election of 25 percent or more of the
776	directors to the board of directors of the corporation; or
777	2. Any of the shares or assets of the corporation are
778	being acquired or converted, whether by merger, share exchange,
779	or otherwise, pursuant to such corporate action by a person, or
780	by an affiliate of a person, who is, or at any time in the 1-
781	year period immediately preceding approval by the board of
782	directors of the corporate action requiring appraisal rights
783	was, a senior executive or director of the corporation or a
784	senior executive of any affiliate thereof, and that senior
785	executive or director will receive, as a result of the corporate
786	action, a financial benefit not generally available to other
787	shareholders as such, other than:
788	a. Employment, consulting, retirement, or similar benefits
789	established separately and not as part of or in contemplation of
790	the corporate action;
791	b. Employment, consulting, retirement, or similar benefits
792	established in contemplation of, or as part of, the corporate
793	action that are not more favorable than those existing before
794	the corporate action or, if more favorable, that have been
795	approved on behalf of the corporation in the same manner as is
796	provided in s. 607.0832; or
797	c. In the case of a director of the corporation who will,
798	in the corporate action, become a director of the acquiring
799	entity in the corporate action or one of its affiliates, rights
800	and benefits as a director that are provided on the same basis
801	as those afforded by the acquiring entity generally to other
802	directors of such entity or such affiliate.
803	(e) For the purposes of paragraph (2)(d) only, the term
804	"beneficial owner" means any person who, directly or indirectly,
805	through any contract, arrangement, or understanding, other than
806	a revocable proxy, has or shares the power to vote, or to direct
807	the voting of, shares, provided that a member of a national
808	securities exchange shall not be deemed to be a beneficial owner
809	of securities held directly or indirectly by it on behalf of
810	another person solely because such member is the record holder
811	of such securities if the member is precluded by the rules of
812	such exchange from voting without instruction on contested
813	matters or matters that may affect substantially the rights or
814	privileges of the holders of the securities to be voted. When
815	two or more persons agree to act together for the purpose of
816	voting their shares of the corporation, each member of the group
817	formed thereby shall be deemed to have acquired beneficial
818	ownership, as of the date of such agreement, of all voting
819	shares of the corporation beneficially owned by any member of
820	the group.
821	(3) Notwithstanding any other provision of this section,
822	the articles of incorporation as originally filed or any
823	amendment thereto may limit or eliminate appraisal rights for
824	any class or series of preferred shares, but any such limitation
825	or elimination contained in an amendment to the articles of
826	incorporation that limits or eliminates appraisal rights for any
827	of such shares that are outstanding immediately prior to the
828	effective date of such amendment or that the corporation is or
829	may be required to issue or sell thereafter pursuant to any
830	conversion, exchange, or other right existing immediately before
831	the effective date of such amendment shall not apply to any
832	corporate action that becomes effective within 1 year of that
833	date if such action would otherwise afford appraisal rights.
834	(4) A shareholder entitled to appraisal rights under this
835	chapter may not challenge a completed corporate action for which
836	appraisal rights are available unless such corporate action:
837	(a) Was not effectuated in accordance with the applicable
838	provisions of this section or the corporation's articles of
839	incorporation, bylaws, or board of directors' resolution
840	authorizing the corporate action; or
841	(b) Was procured as a result of fraud or material
842	misrepresentation.
843	Section 23. Section 607.1303, Florida Statutes, is created
844	to read:
845	607.1303 Assertion of rights by nominees and beneficial
846	owners.--
847	(1) A record shareholder may assert appraisal rights as to
848	fewer than all the shares registered in the record shareholder's
849	name but owned by a beneficial shareholder only if the record
850	shareholder objects with respect to all shares of the class or
851	series owned by the beneficial shareholder and notifies the
852	corporation in writing of the name and address of each
853	beneficial shareholder on whose behalf appraisal rights are
854	being asserted. The rights of a record shareholder who asserts
855	appraisal rights for only part of the shares held of record in
856	the record shareholder's name under this subsection shall be
857	determined as if the shares as to which the record shareholder
858	objects and the record shareholder's other shares were
859	registered in the names of different record shareholders.
860	(2) A beneficial shareholder may assert appraisal rights
861	as to shares of any class or series held on behalf of the
862	shareholder only if such shareholder:
863	(a) Submits to the corporation the record shareholder's
864	written consent to the assertion of such rights no later than
865	the date referred to in s. 607.1322(2)(b)2.
866	(b) Does so with respect to all shares of the class or
867	series that are beneficially owned by the beneficial
868	shareholder.
869	Section 24. Section 607.1320, Florida Statutes, is amended
870	to read:
871	(Substantial rewording of section. See s.
872	607.1320, Florida Statutes, for present text.)
873	607.1320 Notice of appraisal rights.--
874	(1) If proposed corporate action described in s.
875	607.1302(1) is to be submitted to a vote at a shareholders'
876	meeting, the meeting notice must state that the corporation has
877	concluded that shareholders are, are not, or may be entitled to
878	assert appraisal rights under this chapter. If the corporation
879	concludes that appraisal rights are or may be available, a copy
880	of ss. 607.1301-607.1333 must accompany the meeting notice sent
881	to those record shareholders entitled to exercise appraisal
882	rights.
883	(2) In a merger pursuant to s. 607.1104, the parent
884	corporation must notify in writing all record shareholders of
885	the subsidiary who are entitled to assert appraisal rights that
886	the corporate action became effective. Such notice must be sent
887	within 10 days after the corporate action became effective and
888	include the materials described in s. 607.1322.
889	(3) If the proposed corporate action described in s.
890	607.1302(1) is to be approved other than by a shareholders’
891	meeting, the notice referred to in s. 607.1320(1) must be sent
892	to all shareholders at the time that consents are first
893	solicited pursuant to s. 607.0704, whether or not consents are
894	solicited from all shareholders, and include the materials
895	described in s. 607.1322.
896	Section 25. Section 607.1321, Florida Statutes, is created
897	to read:
898	607.1321 Notice of intent to demand payment.--
899	(1) If proposed corporate action requiring appraisal
900	rights under s. 607.1302 is submitted to a vote at a
901	shareholders' meeting, or is submitted to a shareholder pursuant
902	to a consent vote under s. 607.0704, a shareholder who wishes to
903	assert appraisal rights with respect to any class or series of
904	shares:
905	(a) Must deliver to the corporation before the vote is
906	taken, or within 20 days after receiving the notice pursuant to
907	s. 607.1320(3) if action is to be taken without a shareholder
908	meeting, written notice of the shareholder's intent to demand
909	payment if the proposed action is effectuated.
910	(b) Must not vote, or cause or permit to be voted, any
911	shares of such class or series in favor of the proposed action.
912	(2) A shareholder who does not satisfy the requirements of
913	subsection (1) is not entitled to payment under this chapter.
914	Section 26. Section 607.1322, Florida Statutes, is created
915	to read:
916	607.1322 Appraisal notice and form.--
917	(1) If proposed corporate action requiring appraisal
918	rights under s. 607.1302(1) becomes effective, the corporation
919	must deliver a written appraisal notice and form required by
920	paragraph (2)(a) to all shareholders who satisfied the
921	requirements of s. 607.1321. In the case of a merger under s.
922	607.1104, the parent must deliver a written appraisal notice and
923	form to all record shareholders who may be entitled to assert
924	appraisal rights.
925	(2) The appraisal notice must be sent no earlier than the
926	date the corporate action became effective and no later than 10
927	days after such date and must:
928	(a) Supply a form that specifies the date that the
929	corporate action became effective and that provides for the
930	shareholder to state:
931	1. The shareholder’s name and address.
932	2. The number, classes, and series of shares as to which
933	the shareholder asserts appraisal rights.
934	3. That the shareholder did not vote for the transaction.
935	4. Whether the shareholder accepts the corporation’s offer
936	as stated in subparagraph (2)(b)4.
937	5. If the offer is not accepted, the shareholder’s
938	estimated fair value of the shares and a demand for payment of
939	the shareholder’s estimated value plus interest.
940	(b) State:
941	1. Where the form must be sent and where certificates for
942	certificated shares must be deposited and the date by which
943	those certificates must be deposited, which date may not be
944	earlier than the date for receiving the required form under
945	subparagraph (2)(b)2.
946	2. A date by which the corporation must receive the form,
947	which date may not be fewer than 40 nor more than 60 days after
948	the date the subsection(1) appraisal notice and form are sent,
949	and state that the shareholder shall have waived the right to
950	demand appraisal with respect to the shares unless the form is
951	received by the corporation by such specified date.
952	3. The corporation's estimate of the fair value of the
953	shares.
954	4. An offer to each shareholder who is entitled to
955	appraisal rights to pay the corporation’s estimate of fair value
956	set forth in subparagraph (2)(b)3.
957	5. That, if requested in writing, the corporation will
958	provide to the shareholder so requesting, within 10 days after
959	the date specified in subparagraph(2)(b)2., the number of
960	shareholders who return the forms by the specified date and the
961	total number of shares owned by them.
962	6. The date by which the notice to withdraw under s.
963	607.1323 must be received, which date must be within 20 days
964	after the date specified in subparagraph(2)(b)2.
965	(c) Be accompanied by:
966	1. Financial statements of the corporation that issued the
967	shares to be appraised, consisting of a balance sheet as of the
968	end of the fiscal year ending not more than 15 months prior to
969	the date of the corporation’s appraisal notice, an income
970	statement for that year, a cash flow statement for that year,
971	and the latest available interim financial statements, if any.
972	2. A copy of ss. 607.1301-607.1333.
973	Section 27. Section 607.1323, Florida Statutes, is created
974	to read:
975	607.1323 Perfection of rights; right to withdraw.--
976	(1) A shareholder who wishes to exercise appraisal rights
977	must execute and return the form received pursuant to s.
978	607.1322(1) and, in the case of certificated shares, deposit the
979	shareholder's certificates in accordance with the terms of the
980	notice by the date referred to in the notice pursuant to s.
981	607.1322(2)(b)2. Once a shareholder deposits that shareholder's
982	certificates or, in the case of uncertificated shares, returns
983	the executed forms, that shareholder loses all rights as a
984	shareholder, unless the shareholder withdraws pursuant to
985	subsection (2).
986	(2) A shareholder who has complied with subsection (1) may
987	nevertheless decline to exercise appraisal rights and withdraw
988	from the appraisal process by so notifying the corporation in
989	writing by the date set forth in the appraisal notice pursuant
990	to s. 607.1322(2)(b)6. A shareholder who fails to so withdraw
991	from the appraisal process may not thereafter withdraw without
992	the corporation's written consent.
993	(3) A shareholder who does not execute and return the form
994	and, in the case of certificated shares, deposit that
995	shareholder's share certificates if required, each by the date
996	set forth in the notice described in subsection (2), shall not
997	be entitled to payment under this chapter.
998	Section 28. Section 607.1324, Florida Statutes, is created
999	to read:
1000	607.1324 Shareholder’s acceptance of corporation’s
1001	offer.--
1002	(1) If the shareholder states on the form provided in s.
1003	607.1322(1) that the shareholder accepts the offer of the
1004	corporation to pay the corporation’s estimated fair value for
1005	the shares, the corporation shall make such payment to the
1006	shareholder within 90 days after the corporation’s receipt of
1007	the form from the shareholder.
1008	(2) Upon payment of the agreed value, the shareholder
1009	shall cease to have any interest in the shares.
1010	Section 29. Section 607.1326, Florida Statutes, is created
1011	to read:
1012	607.1326 Procedure if shareholder is dissatisfied with
1013	offer.--
1014	(1) A shareholder who is dissatisfied with the
1015	corporation’s offer as set forth pursuant to s. 607.1322(2)(b)4.
1016	must notify the corporation on the form provided pursuant to s.
1017	607.1322(1) of that shareholder's estimate of the fair value of
1018	the shares and demand payment of that estimate plus interest.
1019	(2) A shareholder who fails to notify the corporation in
1020	writing of that shareholder's demand to be paid the
1021	shareholder's stated estimate of the fair value plus interest
1022	under subsection (1) within the timeframe set forth in s.
1023	607.1322(2)(b)2. waives the right to demand payment under this
1024	section and shall be entitled only to the payment offered by the
1025	corporation pursuant to s. 607.1322(2)(b)4.
1026	Section 30. Section 607.1330, Florida Statutes, is created
1027	to read:
1028	607.1330 Court action.--
1029	(1) If a shareholder makes demand for payment under s.
1030	607.1326 which remains unsettled, the corporation shall commence
1031	a proceeding within 60 days after receiving the payment demand
1032	and petition the court to determine the fair value of the shares
1033	and accrued interest. If the corporation does not commence the
1034	proceeding within the 60-day period, it shall pay in cash to
1035	each shareholder the amount the shareholder demanded pursuant to
1036	s. 607.1326 plus interest.
1037	(2) The corporation shall commence the proceeding in the
1038	appropriate court of the county in which the corporation's
1039	principal office, or, if none, its registered office, in this
1040	state is located. If the corporation is a foreign corporation
1041	without a registered office in this state, it shall commence the
1042	proceeding in the county in this state in which the principal
1043	office or registered office of the domestic corporation merged
1044	with the foreign corporation was located at the time of the
1045	transaction.
1046	(3) The corporation shall make all shareholders, whether
1047	or not residents of this state, whose demands remain unsettled
1048	parties to the proceeding as in an action against their shares,
1049	and all parties must be served with a copy of the petition.
1050	Nonresidents may be served by registered or certified mail or by
1051	publication as provided by law.
1052	(4) The jurisdiction of the court in which the proceeding
1053	is commenced under subsection (2) is plenary and exclusive. The
1054	court may appoint one or more persons as appraisers to receive
1055	evidence and recommend a decision on the question of fair value.
1056	The appraisers shall have the powers described in the order
1057	appointing them, or in any amendment to the order. The
1058	shareholders demanding appraisal rights are entitled to the same
1059	discovery rights as parties in other civil proceedings. There
1060	shall be no right to a jury trial.
1061	(5) Each shareholder made a party to the proceeding is
1062	entitled to judgment for the amount of the fair value of such
1063	shareholder's shares, plus interest, as found by the court.
1064	(6) The corporation shall pay each such shareholder the
1065	amount found to be due within 10 days after final determination
1066	of the proceedings. Upon payment of the judgment, the
1067	shareholder shall cease to have any interest in the shares.
1068	Section 31. Section 607.1331, Florida Statutes, is created
1069	to read:
1070	607.1331 Court costs and counsel fees.--
1071	(1) The court in an appraisal proceeding commenced under
1072	s. 607.1330 shall determine all costs of the proceeding,
1073	including the reasonable compensation and expenses of appraisers
1074	appointed by the court. The court shall assess the costs against
1075	the corporation, except that the court may assess costs against
1076	all or some of the shareholders demanding appraisal, in amounts
1077	the court finds equitable, to the extent the court finds such
1078	shareholders acted arbitrarily, vexatiously, or not in good
1079	faith with respect to the rights provided by this chapter.
1080	(2) The court in an appraisal proceeding may also assess
1081	the fees and expenses of counsel and experts for the respective
1082	parties, in amounts the court finds equitable:
1083	(a) Against the corporation and in favor of any or all
1084	shareholders demanding appraisal if the court finds the
1085	corporation did not substantially comply with ss. 607.1320 and
1086	607.1322; or
1087	(b) Against either the corporation or a shareholder
1088	demanding appraisal, in favor of any other party, if the court
1089	finds that the party against whom the fees and expenses are
1090	assessed acted arbitrarily, vexatiously, or not in good faith
1091	with respect to the rights provided by this chapter.
1092	(3) If the court in an appraisal proceeding finds that the
1093	services of counsel for any shareholder were of substantial
1094	benefit to other shareholders similarly situated, and that the
1095	fees for those services should not be assessed against the
1096	corporation, the court may award to such counsel reasonable fees
1097	to be paid out of the amounts awarded the shareholders who were
1098	benefited.
1099	(4) To the extent the corporation fails to make a required
1100	payment pursuant to s. 607.1324, the shareholder may sue
1101	directly for the amount owed and, to the extent successful,
1102	shall be entitled to recover from the corporation all costs and
1103	expenses of the suit, including counsel fees.
1104	Section 32. Section 607.1332, Florida Statutes, is created
1105	to read:
1106	607.1332 Disposition of acquired shares.--Shares acquired
1107	by a corporation pursuant to payment of the agreed value thereof
1108	or pursuant to payment of the judgment entered therefor, as
1109	provided in this chapter, may be held and disposed of by such
1110	corporation as authorized but unissued shares of the
1111	corporation, except that, in the case of a merger or share
1112	exchange, they may be held and disposed of as the plan of merger
1113	or share exchange otherwise provides. The shares of the
1114	surviving corporation into which the shares of such shareholders
1115	demanding appraisal rights would have been converted had they
1116	assented to the merger shall have the status of authorized but
1117	unissued shares of the surviving corporation.
1118	Section 33. Section 607.1333, Florida Statutes, is created
1119	to read:
1120	607.1333. Limitation on corporate payment.--
1121	(1) No payment shall be made to a shareholder seeking
1122	appraisal rights if, at the time of payment, the corporation is
1123	unable to meet the distribution standards of s. 607.06401. In
1124	such event, the shareholder shall, at the shareholder’s option:
1125	(a) Withdraw his or her notice of intent to assert
1126	appraisal rights, which shall in such event be deemed withdrawn
1127	with the consent of the corporation; or
1128	(b) Retain his or her status as a claimant against the
1129	corporation and, if it is liquidated, be subordinated to the
1130	rights of creditors of the corporation, but have rights superior
1131	to the shareholders not asserting appraisal rights, and if it is
1132	not liquidated, retain his or her right to be paid for the
1133	shares, which right the corporation shall be obliged to satisfy
1134	when the restrictions of this section do not apply.
1135	(2) The shareholder shall exercise the option under
1136	paragraph (1)(a) or (b) by written notice filed with the
1137	corporation within 30 days after the corporation has given
1138	written notice that the payment for shares cannot be made
1139	because of the restrictions of this section. If the shareholder
1140	fails to exercise the option, the shareholder shall be deemed to
1141	have withdrawn his or her notice of intent to assert appraisal
1142	rights.
1143	Section 34. Subsection (1) of section 607.1403, Florida
1144	Statutes, is amended to read:
1145	607.1403 Articles of dissolution.--
1146	(1) At any time after dissolution is authorized, the
1147	corporation may dissolve by delivering to the Department of
1148	State for filing articles of dissolution which shall be executed
1149	in accordance with s. 607.0120 and which shall setsetting
1150	forth:
1151	(a) The name of the corporation;
1152	(b) The date dissolution was authorized;
1153	(c) If dissolution was approved by the shareholders, a
1154	statement that the number cast for dissolution by the
1155	shareholderswas sufficient for approval.
1156	(d) If dissolution was approved by the shareholders and if
1157	voting by voting groups was required, a statement that the
1158	number cast for dissolution by the shareholderswas sufficient
1159	for approval must be separately provided for each voting group
1160	entitled to vote separately on the plan to dissolve.
1161	Section 35. Section 607.1406, Florida Statutes, is amended
1162	to read:
1163	607.1406 Knownclaims against dissolved corporation.--
1164	(1) A dissolved corporation or successor entity, as
1165	defined in subsection (15), may dispose of the known claims
1166	against it by following the procedures described in subsections
1167	(2), (3), and(4).
1168	(2) The dissolved corporation or successor entity shall
1169	deliver to each of its known claimants written notice of the
1170	dissolution at any time after its effective date. The written
1171	notice shall:
1172	(a) Provide a reasonable description of the claim that the
1173	claimant may be entitled to assert;
1174	(b) State whether the claim is admitted or not admitted,
1175	in whole or in part, and, if admitted:
1176	1. The amount that is admitted, which may be as of a given
1177	date; and
1178	2. Any interest obligation if fixed by an instrument of
1179	indebtedness;
1180	(c) Provide a mailing address where a claim may be sent;
1181	(d) State the deadline, which may not be fewer than 120
1182	days after the effective date of the written notice, by which
1183	confirmation of the claim must be delivered to the dissolved
1184	corporation or successor entity; and
1185	(e) State that the corporation or successor entity may
1186	make distributions thereafter to other claimants and the
1187	corporation's shareholders or persons interested as having been
1188	such without further notice.
1189	(3) A dissolved corporation or successor entity may
1190	reject, in whole or in part, any claim made by a claimant
1191	pursuant to this subsection by mailing notice of such rejection
1192	to the claimant within 90 days after receipt of such claim and,
1193	in all events, at least 150 days before expiration of 3 years
1194	following the effective date of dissolution. A notice sent by
1195	the dissolved corporation or successor entity pursuant to this
1196	subsection shall be accompanied by a copy of this section.
1197	(4) A dissolved corporation or successor entity electing
1198	to follow the procedures described in subsections(2) and (3)
1199	shall also give notice of the dissolution of the corporation to
1200	persons with known claims, that arecontingent upon the
1201	occurrence or nonoccurrence of future events or otherwise
1202	conditional or unmatured, and request that such persons present
1203	such claims in accordance with the terms of such notice. Such
1204	notice shall be in substantially the form, and sent in the same
1205	manner, as described in subsection(2).
1206	(5) A dissolved corporation or successor entity shall
1207	offer any claimant whose knownclaim is contingent, conditional,
1208	or unmatured such security as the corporation or such entity
1209	determines is sufficient to provide compensation to the claimant
1210	if the claim matures. The dissolved corporation or successor
1211	entity shall deliver such offer to the claimant within 90 days
1212	after receipt of such claim and, in all events, at least 150
1213	days before expiration of 3 years following the effective date
1214	of dissolution. If the claimant offered such security does not
1215	deliver in writing to the dissolved corporation or successor
1216	entity a notice rejecting the offer within 120 days after
1217	receipt of such offer for security, the claimant is deemed to
1218	have accepted such security as the sole source from which to
1219	satisfy his or her claim against the corporation.
1220	(6) A dissolved corporation or successor entity which has
1221	given notice in accordance with subsections (2) and (4) shall
1222	petition the circuit court in the county where the corporation's
1223	principal office is located or was located at the effective date
1224	of dissolution to determine the amount and form of security that
1225	will be sufficient to provide compensation to any claimant who
1226	has rejected the offer for security made pursuant to subsection
1227	(5).
1228	(7) A dissolved corporation or successor entity which has
1229	given notice in accordance with subsection (2) shall petition
1230	the circuit court in the county where the corporation's
1231	principal office is located or was located at the effective date
1232	of dissolution to determine the amount and form of security
1233	which will be sufficient to provide compensation to claimants
1234	whose claims are known to the corporation or successor entity
1235	but whose identities are unknown. The court shall appoint a
1236	guardian ad litem to represent all claimants whose identities
1237	are unknown in any proceeding brought under this subsection. The
1238	reasonable fees and expenses of such guardian, including all
1239	reasonable expert witness fees, shall be paid by the petitioner
1240	in such proceeding.
1241	(8) The giving of any notice or making of any offer
1242	pursuant to the provisions of this section shall not revive any
1243	claim then barred or constitute acknowledgment by the dissolved
1244	corporation or successor entity that any person to whom such
1245	notice is sent is a proper claimant and shall not operate as a
1246	waiver of any defense or counterclaim in respect of any claim
1247	asserted by any person to whom such notice is sent.
1248	(9) A dissolved corporation or successor entity which has
1249	followed the procedures described in subsections(2)-(7):
1250	(a) Shall pay the claims admitted or made and not rejected
1251	in accordance with subsection (3);
1252	(b) Shall post the security offered and not rejected
1253	pursuant to subsection (5);
1254	(c) Shall post any security ordered by the circuit court
1255	in any proceeding under subsections (6) and (7); and
1256	(d) Shall pay or make provision for all other known
1257	obligations of the corporation or such successor entity.
1258
1259	Such claims or obligations shall be paid in full, and any such
1260	provision for payments shall be made in full if there are
1261	sufficient funds. If there are insufficient funds, such claims
1262	and obligations shall be paid or provided for according to their
1263	priority and, among claims of equal priority, ratably to the
1264	extent of funds legally available therefor. Any remaining funds
1265	shall be distributed to the shareholders of the dissolved
1266	corporation; however, such distribution may not be made before
1267	the expiration of 150 days from the date of the last notice of
1268	rejections given pursuant to subsection (3). In the absence of
1269	actual fraud, the judgment of the directors of the dissolved
1270	corporation or the governing persons of such successor entity as
1271	to the provisions made for the payment of all obligations under
1272	paragraph (d) is conclusive.
1273	(10) A dissolved corporation or successor entity which has
1274	not followed the procedures described in subsections (2) and (3)
1275	shall pay or make reasonable provision to pay all knownclaims
1276	and obligations, including all contingent, conditional, or
1277	unmatured claims known to the corporation or such successor
1278	entity and all claims which are known to the dissolved
1279	corporation or such successor entity but for which the identity
1280	of the claimant is unknown. Such claims shall be paid in full,
1281	and any such provision for payment made shall be made in full if
1282	there are sufficient funds. If there are insufficient funds,
1283	such claims and obligations shall be paid or provided for
1284	according to their priority and, among claims of equal priority,
1285	ratably to the extent of funds legally available therefor. Any
1286	remaining funds shall be distributed to the shareholders of the
1287	dissolved corporation.
1288	(11) Directors of a dissolved corporation or governing
1289	persons of a successor entity which has complied with subsection
1290	(9) or subsection (10) are not personally liable to the
1291	claimants of the dissolved corporation.
1292	(12) A shareholder of a dissolved corporation the assets
1293	of which were distributed pursuant to subsection (9) or
1294	subsection (10) is not liable for any claim against the
1295	corporation in an amount in excess of such shareholder's pro
1296	rata share of the claim or the amount distributed to the
1297	shareholder, whichever is less.
1298	(13) A shareholder of a dissolved corporation, the assets
1299	of which were distributed pursuant to subsection (9),is not
1300	liable for any claim against the corporation, which claim is
1301	known to the corporation or successor entity,on which a
1302	proceeding is not begun prior to the expiration of 3 years
1303	following the effective date of dissolution.
1304	(14) The aggregate liability of any shareholder of a
1305	dissolved corporation for claims against the dissolved
1306	corporation arising under this section, s. 607.1407, or
1307	otherwise,may not exceed the amount distributed to the
1308	shareholder in dissolution.
1309	(15) As used in this section or s. 607.1407, the term
1310	"successor entity" includes any trust, receivership, or other
1311	legal entity governed by the laws of this state to which the
1312	remaining assets and liabilities of a dissolved corporation are
1313	transferred and which exists solely for the purposes of
1314	prosecuting and defending suits by or against the dissolved
1315	corporation, enabling the dissolved corporation to settle and
1316	close the business of the dissolved corporation, to dispose of
1317	and convey the property of the dissolved corporation, to
1318	discharge the liabilities of the dissolved corporation, and to
1319	distribute to the dissolved corporation's shareholders any
1320	remaining assets, but not for the purpose of continuing the
1321	business for which the dissolved corporation was organized.
1322	Section 36. Section 607.1407, Florida Statutes, is created
1323	to read:
1324	607.1407 Unknown claims against dissolved corporation.--
1325	(1) A dissolved corporation or successor entity, as
1326	defined in s. 607.1406(15), may also file notice of its
1327	dissolution with the Department of State on the form prescribed
1328	by the Department of State and request that persons with claims
1329	against the corporation which are not known to the corporation
1330	or successor entity present them in accordance with the notice.
1331	(2) The notice must:
1332	(a) describe the information that must be included in a
1333	claim and provide a mailing address to which the claim may be
1334	sent; and
1335	(b) State that a claim against the corporation will be
1336	barred unless a proceeding to enforce the claim is commenced
1337	within 4 years after the filing of the notice.
1338	(3) If the dissolved corporation or successor entity files
1339	the notice in accordance with subsections (1) and (2), the claim
1340	of each of the following claimants is barred unless the claimant
1341	commences a proceeding to enforce the claim against the
1342	dissolved corporation within 4 years after the filing date:
1343	(a) A claimant who did not receive written notice under s.
1344	607.1406(9), or whose claim was not provided for under s.
1345	607.1406(10), whether such claim is based on an event occurring
1346	before or after the effective date of dissolution.
1347	(b) A claimant whose claim was timely sent to the
1348	dissolved corporation but not acted on.
1349	(4) A claim may be enforced under this section:
1350	(a) Against the dissolved corporation, to the extent of
1351	its undistributed assets; or
1352	(b) If the assets have been distributed in liquidation,
1353	against a shareholder of the dissolved corporation to the extent
1354	of such shareholder's pro rata share of the claim or the
1355	corporate assets distributed to such shareholder in liquidation,
1356	whichever is less, provided that the aggregate liability of any
1357	shareholder of a dissolved corporation for claims against the
1358	dissolved corporation arising under this section, s. 607.1406,
1359	or otherwise, may not exceed the amount distributed to the
1360	shareholder in dissolution.
1361	Section 37. Subsections (1) and (2) of section 607.1422,
1362	Florida Statutes, are amended to read:
1363	607.1422 Reinstatement following administrative
1364	dissolution.--
1365	(1)(a)A corporation administratively dissolved under s.
1366	607.1421 may apply to the Department of State for reinstatement
1367	at any time after the effective date of dissolution. The
1368	corporationapplication must submit a reinstatement form
1369	prescribed and furnished by the Department of State or a current
1370	uniform business report signed by the registered agent and an
1371	officer or director and all fees then owed by the corporation,
1372	computed at the rate provided by law at the time the corporation
1373	applies for reinstatement:
1374	1. Recite the name of the corporation and the effective
1375	date of its administrative dissolution;
1376	2. State that the ground or grounds for dissolution either
1377	did not exist or have been eliminated and that no further
1378	grounds currently exist for dissolution;
1379	3. State that the corporation's name satisfies the
1380	requirements of s. 607.0401; and
1381	4. State that all fees owed by the corporation and
1382	computed at the rate provided by law at the time the corporation
1383	applies for reinstatement have been paid; or
1384	(b) As an alternative, the corporation may submit a
1385	current annual report, signed by the registered agent and an
1386	officer or director, which substantially complies with the
1387	requirements of paragraph (a).
1388	(2) If the Department of State determines that the
1389	application contains the information required by subsection (1)
1390	and that the information is correct, it shall reinstate the
1391	corporationcancel the certificate of dissolution and prepare a
1392	certificate of reinstatement that recites its determination and
1393	the effective date of reinstatement, file the original of the
1394	certificate, and serve a copy on the corporation under s.
1395	607.0504(2).
1396	Section 38. Paragraph (b) of subsection(3) of section
1397	607.1430, Florida Statutes, is amended, and subsections (6) and
1398	(7) are added to said section, to read:
1399	607.1430 Grounds for judicial dissolution.--A circuit
1400	court may dissolve a corporation or order such other remedy as
1401	provided in s. 607.1434:
1402	(3) In a proceeding by a shareholder or group of
1403	shareholders in a corporation having 35 or fewer shareholders if
1404	it is established that:
1405	(b) The directors or those in control of the corporation
1406	have acted, are acting, or are reasonably expected to act in a
1407	manner that is illegal, oppressive,or fraudulent;
1408	(6) In connection with paragraph (3)(b), the incorporators
1409	or shareholders of the corporation may omit oppressive conduct
1410	as a ground for judicial dissolution with respect to such
1411	corporation if set forth in:
1412	(a) The articles of incorporation or bylaws and approved
1413	by all incorporators, or, if the corporation has issued shares,
1414	by all persons who are shareholders at the time of the approval;
1415	or
1416	(b) A written agreement that is signed by all persons who
1417	are shareholders at the time of the agreement and such written
1418	agreement is made known to the corporation.
1419	(7) The addition of oppressive conduct as a ground for
1420	judicial dissolution shall apply to all corporations organized
1421	after October 1, 2003. All corporations organized prior to
1422	October 1, 2003, shall be subject to such addition on and after
1423	October 1, 2004, provided that such addition shall also apply to
1424	corporations organized prior to October 1, 2003, to the extent
1425	such corporations expressly elect in their articles of
1426	incorporation or bylaws to become subject to such addition prior
1427	to October 1, 2003.
1428	Section 39. Paragraph (a) of subsection (1) of section
1429	607.1503, Florida Statutes, is amended to read:
1430	607.1503 Application for certificate of authority.--
1431	(1) A foreign corporation may apply for a certificate of
1432	authority to transact business in this state by delivering an
1433	application to the Department of State for filing. Such
1434	application shall be made on forms prescribed and furnished by
1435	the Department of State and shall set forth:
1436	(a) The name of the foreign corporation as long as its
1437	name satisfies the requirements of s. 607.0401, but if its name
1438	does not satisfy such requirementsor, if its name is
1439	unavailable for use in this state, a corporate name that
1440	otherwisesatisfies the requirements of s. 607.1506;
1441	Section 40. Subsection (2) of section 607.1504, Florida
1442	Statutes, is amended to read:
1443	607.1504 Amended certificate of authority.--
1444	(2) Such application shall be made within 9030days after
1445	the occurrence of any change mentioned in subsection (1), shall
1446	be made on forms prescribed by the Department of State and,
1447	shall be executed in accordance with s. 607.0120. The foreign
1448	corporation shall deliver with the completed application, a
1449	certificate, or a document of similar import, authenticated as
1450	of a date not more than 90 days prior to delivery of the
1451	application to the Department of State by the Secretary of State
1452	or other official having custody of corporate records in the
1453	jurisdiction under the laws of which it is incorporated,
1454	evidencing the amendment. A translation of the certificate,
1455	under oath or affirmation of the translator, must be attached to
1456	a certificate that is in a language other than English. The
1457	applicationand filed in the same manner as an original
1458	application for authority, andshall set forth:
1459	(a) The name of the foreign corporation as it appears on
1460	the records of the Department of State.
1461	(b) The jurisdiction of its incorporation.
1462	(c) The date it was authorized to do business in this
1463	state.
1464	(d) If the name of the foreign corporation has been
1465	changed, the name relinquished, the new name, a statement that
1466	the change of name has been effected under the laws of the
1467	jurisdiction of its incorporation, and the date the change was
1468	effected.
1469	(e) If the amendment changes its period of duration, a
1470	statement of such change.
1471	(f) If the amendment changes the jurisdiction of
1472	incorporation, a statement of such change.
1473	Section 41. Subsection (1) of section 607.1506, Florida
1474	Statutes, is amended to read:
1475	607.1506 Corporate name of foreign corporation.--
1476	(1) A foreign corporation is not entitled to file an
1477	application for a certificate of authority unless the corporate
1478	name of such corporation satisfies the requirements of s.
1479	607.0401. If the corporate name of a foreign corporation does
1480	not satisfy the requirements of s. 607.0401, the foreign
1481	corporation, to obtain or maintain a certificate of authority to
1482	transact business in this state:
1483	(a) May add the word "corporation," "company," or
1484	"incorporated" or the abbreviation "Corp.," "Inc.," "Co.," or
1485	the designation "Corp,” "Inc,” or "Co,”or words or
1486	abbreviations of like import in language,as will clearly
1487	indicate that it is a corporation instead of a natural person,
1488	or partnership, or other business entityto its corporate name
1489	for use in this state; or
1490	(b) May use an alternate name to transact business in this
1491	state if its real name is unavailable and it delivers to the
1492	Department of State for filing a copy of the resolution of its
1493	board of directors, executed as required by s. 607.0120,
1494	adopting an alternate name. Any such alternate corporate name,
1495	adopted for use in this state, shall be cross-referenced to the
1496	real corporate name in the records of the Division of
1497	Corporations. If the corporation’s real corporate name becomes
1498	available in this state or the corporation chooses to change its
1499	alternate name, a copy of the resolution of its board of
1500	directors changing or withdrawing the alternate name, executed
1501	as required by s. 607.0120, shall be delivered for filing.
1502	Section 42. Section 607.1605, Florida Statutes, is created
1503	to read:
1504	607.1605 Inspection of records by directors.--
1505	(1) A director of a corporation is entitled to inspect and
1506	copy the books, records, and documents of the corporation at any
1507	reasonable time to the extent reasonably related to the
1508	performance of the director's duties as a director, including
1509	duties as a member of a committee, but not for any other purpose
1510	or in any manner that would violate any duty to the corporation.
1511	(2) The circuit court of the county in which the
1512	corporation's principal office or, if none in this state, its
1513	registered office is located may order inspection and copying of
1514	the books, records, and documents at the corporation's expense,
1515	upon application of a director who has been refused such
1516	inspection rights, unless the corporation establishes that the
1517	director is not entitled to such inspection rights. The court
1518	shall dispose of an application under this subsection on an
1519	expedited basis.
1520	(3) If an order is issued, the court may include
1521	provisions protecting the corporation from undue burden or
1522	expense and prohibiting the director from using information
1523	obtained upon exercise of the inspection rights in a manner that
1524	would violate a duty to the corporation, and may also order the
1525	corporation to reimburse the director for the director's costs,
1526	including reasonable counsel fees, incurred in connection with
1527	the application.
1528	Section 43. Paragraphs (g), (h), and (i) of subsection (1)
1529	of section 607.1622, Florida Statutes, are amended to read:
1530	607.1622 Annual report for Department of State.--
1531	(1) Each domestic corporation and each foreign corporation
1532	authorized to transact business in this state shall deliver to
1533	the Department of State for filing a sworn annual report on such
1534	forms as the Department of State prescribes that sets forth:
1535	(g) Whether the corporation has liability for intangible
1536	taxes under s. 199.032. The Department of State shall annually
1537	prepare a list of those corporations that have indicated no
1538	intangible tax liability, and provide such list to the
1539	Department of Revenue;
1540	(g)(h)Language permitting a voluntary contribution of $5
1541	per taxpayer, which contribution shall be transferred into the
1542	Election Campaign Financing Trust Fund. A statement providing an
1543	explanation of the purpose of the trust fund shall also be
1544	included; and
1545	(h)(i)Such additional information as may be necessary or
1546	appropriate to enable the Department of State to carry out the
1547	provisions of this act.
1548	Section 44. Paragraph (b) of subsection (1) of section
1549	607.1907, Florida Statutes, is amended to read:
1550	607.1907 Effect of repeal of prior acts.--
1551	(1) Except as provided in subsection (2), the repeal of a
1552	statute by this act does not affect:
1553	(b) Any ratification, right,remedy, privilege,
1554	obligation, or liability acquired, accrued, or incurred under
1555	the statute before its repeal;
1556	Section 45. Section 607.0903, Florida Statutes, is
1557	repealed.
1558	Section 46. This act shall take effect October 1, 2003.