HB 1035

1	A bill to be entitled
2	An act relating to the Florida Business Corporation Act;
3	amending s. 607.1302, F.S.; clarifying a corporate action
4	entitling a shareholder to certain appraisal rights and
5	payments for shares; creating s. 607.1330, F.S.; providing
6	requirements, procedures, and limitations on court
7	actions; providing for entitlement to certain judgments;
8	requiring corporate payments under certain circumstances;
9	amending s. 607.1407, F.S.; revising certain notice
10	requirements for dissolved corporations; revising a
11	procedure to clarify an exemption for certain claims
12	against dissolved corporations being barred; correcting a
13	cross reference; providing an effective date.
14
15	Be It Enacted by the Legislature of the State of Florida:
16
17	Section 1.  Paragraph (e) of subsection (1) of section
18	607.1302, Florida Statutes, is amended to read:
19	607.1302  Right of shareholders to appraisal.--
20	(1)  A shareholder is entitled to appraisal rights, and to
21	obtain payment of the fair value of that shareholder's shares,
22	in the event of any of the following corporate actions:
23	(e)  With regard to a class of shares prescribed in the
24	articles of incorporation issued prior to October 1, 2003,
25	including any class of shares within that class subsequently
26	authorized by amendment, any amendment of the articles of
27	incorporation if the shareholder is entitled to vote on the
28	amendment and if such amendment would adversely affect such
29	shareholder by:
30	1.  Altering or abolishing any preemptive rights attached
31	to any of his or her shares;
32	2.  Altering or abolishing the voting rights pertaining to
33	any of his or her shares, except as such rights may be affected
34	by the voting rights of new shares then being authorized of any
35	existing or new class or series of shares;
36	3.  Effecting an exchange, cancellation, or
37	reclassification of any of his or her shares, when such
38	exchange, cancellation, or reclassification would alter or
39	abolish the shareholder's voting rights or alter his or her
40	percentage of equity in the corporation, or effecting a
41	reduction or cancellation of accrued dividends or other
42	arrearages in respect to such shares;
43	4.  Reducing the stated redemption price of any of the
44	shareholder's redeemable shares, altering or abolishing any
45	provision relating to any sinking fund for the redemption or
46	purchase of any of his or her shares, or making any of his or
47	her shares subject to redemption when they are not otherwise
48	redeemable;
49	5.  Making noncumulative, in whole or in part, dividends of
50	any of the shareholder's preferred shares which had theretofore
51	been cumulative;
52	6.  Reducing the stated dividend preference of any of the
53	shareholder's preferred shares; or
54	7.  Reducing any stated preferential amount payable on any
55	of the shareholder's preferred shares upon voluntary or
56	involuntary liquidation.
57	Section 2.  Section 607.1330, Florida Statutes, is created
58	to read:
59	607.1330  Court action.--
60	(1)  If a shareholder makes demand for payment under s.
61	607.1326 which remains unsettled, the corporation shall commence
62	a proceeding within 60 days after receiving the payment demand
63	and petition the court to determine the fair value of the shares
64	and accrued interest. If the corporation does not commence the
65	proceeding within the 60-day period, any shareholder who has
66	made a demand pursuant to s. 607.1326 may commence the
67	proceeding in the name of the corporation.
68	(2)  The proceeding shall be commenced in the appropriate
69	court of the county in which the corporation's principal office,
70	or, if none, its registered office, in this state is located. If
71	the corporation is a foreign corporation without a registered
72	office in this state, the proceeding shall be commenced in the
73	county in this state in which the principal office or registered
74	office of the domestic corporation merged with the foreign
75	corporation was located at the time of the transaction.
76	(3)  All shareholders, whether or not residents of this
77	state, whose demands remain unsettled shall be made parties to
78	the proceeding as in an action against their shares. The
79	corporation shall serve a copy of the initial pleading in such
80	proceeding upon each shareholder party who is a resident of this
81	state in the manner provided by law for the service of a summons
82	and complaint and upon each nonresident shareholder party by
83	registered or certified mail or by publication as provided by
84	law.
85	(4)  The jurisdiction of the court in which the proceeding
86	is commenced under subsection (2) is plenary and exclusive. If
87	it so elects, the court may appoint one or more persons as
88	appraisers to receive evidence and recommend a decision on the
89	question of fair value. The appraisers shall have the powers
90	described in the order appointing them or in any amendment to
91	the order. The shareholders demanding appraisal rights are
92	entitled to the same discovery rights as parties in other civil
93	proceedings. There shall be no right to a jury trial.
94	(5)  Each shareholder made a party to the proceeding is
95	entitled to judgment for the amount of the fair value of such
96	shareholder's shares, plus interest, as found by the court.
97	(6)  The corporation shall pay each such shareholder the
98	amount found to be due within 10 days after final determination
99	of the proceedings. Upon payment of the judgment, the
100	shareholder shall cease to have any interest in the shares.
101	Section 3.  Subsections (2) and (3) of section 607.1407,
102	Florida Statutes, are amended to read:
103	607.1407  Unknown claims against dissolved corporation.--A
104	dissolved corporation or successor entity, as defined in s.
105	607.1406(15), may choose to execute one of the following
106	procedures to resolve payment of unknown claims.
107	(2)  A dissolved corporation or successor entity may,
108	within 10 days after filing of adopting the articles of
109	dissolution with the Department of State, publish a "Notice of
110	Corporate Dissolution." The notice shall appear once a week for
111	2 consecutive weeks in a newspaper of general circulation in a
112	county in the state in which wherein the corporation has its
113	principal office, if any, or, if none, in a county in the state
114	in which the corporation owns real or personal property. Such
115	newspaper shall meet the requirements as are prescribed by law
116	for such purposes. The notice shall:
117	(a)  State the name of the corporation and the date of
118	dissolution;
119	(b)  Describe the information that must be included in a
120	claim and provide a mailing address to which the claim may be
121	sent; and
122	(c)  State that a claim against the corporation under this
123	subsection will be barred unless a proceeding to enforce the
124	claim is commenced within 4 years after the date of the second
125	consecutive weekly publication filing of the notice authorized
126	by this section.
127	(3)  If the dissolved corporation or successor entity
128	complies with subsection (1) or subsection (2), the claim of
129	each of the following claimants is barred unless the claimant
130	commences a proceeding to enforce the claim against the
131	dissolved corporation within 4 years after the filing date of
132	filing the notice with the Department of State or the date of
133	the second consecutive weekly publication, as applicable:
134	(a)  A claimant who did not receive written notice under s.
135	607.1406(9), or whose claim was not provided for under s.
136	607.1406(10) 607.1456(10), whether such claim is based on an
137	event occurring before or after the effective date of
138	dissolution.
139	(b)  A claimant whose claim was timely sent to the
140	dissolved corporation but on which no action was taken.
141	Section 4.  This act shall take effect upon becoming a law.

CODING: Words stricken are deletions; words underlined are additions.