Florida Senate - 2014                                     SB 654
       
       
        
       By Senator Clemens
       
       
       
       
       
       27-00303B-14                                           2014654__
    1                        A bill to be entitled                      
    2         An act relating to business organizations; amending s.
    3         605.0112, F.S.; providing additional exceptions
    4         regarding the requirement that limited liability
    5         company names be distinguishable from the names of
    6         other entities or filings; specifying differences in
    7         names which are not considered distinguishable;
    8         designating part I of ch. 607, F.S., entitled
    9         “Corporations”; amending s. 607.0101, F.S.; revising a
   10         provision to conform to changes made by the act;
   11         amending s. 607.0401, F.S.; providing additional
   12         exceptions regarding the requirement that corporate
   13         names be distinguishable; specifying differences in
   14         corporate names which are not considered
   15         distinguishable; amending s. 607.1302, F.S.; providing
   16         that the amendment of articles of incorporation or the
   17         merger, conversion, or share exchange of a social
   18         purpose or benefit corporation entitles the
   19         shareholders to appraisal rights; creating part II of
   20         ch. 607, F.S., entitled “Social Purpose Corporations”;
   21         creating s. 607.501, F.S.; providing application and
   22         effect; creating s. 607.502, F.S.; providing
   23         definitions; creating s. 607.503, F.S.; establishing
   24         requirements for the formation of a social purpose
   25         corporation; creating s. 607.504, F.S.; providing
   26         procedures for an existing corporation to become a
   27         social purpose corporation; creating s. 607.505, F.S.;
   28         providing procedures for the termination of a social
   29         purpose corporation status; creating s. 607.506, F.S.;
   30         requiring that the corporate purpose must be to create
   31         a public benefit; providing criteria; creating s.
   32         607.507, F.S.; requiring that the directors of a
   33         social purpose corporation meet a standard of conduct;
   34         providing criteria for the standards; creating s.
   35         607.508, F.S.; authorizing the articles of
   36         incorporation of a social purpose corporation to
   37         provide for a benefit director; providing powers and
   38         duties of a benefit director; creating s. 607.509,
   39         F.S.; requiring that the officers of a social purpose
   40         corporation meet a standard of conduct; providing
   41         criteria for the standards of conduct; creating s.
   42         607.510, F.S.; authorizing a social purpose
   43         corporation to designate an officer as a benefit
   44         officer; providing for the powers and duties of a
   45         benefit officer; creating s. 607.511, F.S.;
   46         authorizing certain legal actions to be brought
   47         against a social purpose corporation, its officers, or
   48         its directors; creating s. 607.512, F.S.; requiring
   49         the board of directors to prepare an annual benefit
   50         report; providing criteria for the preparation of the
   51         report; creating s. 607.513, F.S.; establishing
   52         requirements for the availability and dissemination of
   53         the annual report; authorizing a court to order
   54         dissemination of the report; providing criteria;
   55         creating part III of ch. 607, F.S., entitled “Benefit
   56         Corporations”; creating s. 607.601, F.S.; providing
   57         for application and effect; creating s. 607.602, F.S.;
   58         providing definitions; creating s. 607.603, F.S.;
   59         establishing requirements for the formation of a
   60         benefit corporation; creating s. 607.604, F.S.;
   61         providing procedures for an existing corporation to
   62         become a benefit corporation; creating s. 607.605,
   63         F.S.; providing procedures for the termination of a
   64         benefit corporation status; creating s. 607.606, F.S.;
   65         requiring that the corporate purpose be to create a
   66         public benefit; providing criteria; creating s.
   67         607.607, F.S.; requiring the directors of a benefit
   68         corporation to meet a standard of conduct; providing
   69         criteria for the standards; creating s. 607.608, F.S.;
   70         authorizing the articles of incorporation of a benefit
   71         corporation to provide for a benefit director;
   72         providing powers and duties of the benefit director;
   73         creating s. 607.609, F.S.; requiring the officers of a
   74         benefit corporation to meet a standard of conduct;
   75         providing criteria for the standards of conduct;
   76         creating s. 607.610, F.S.; authorizing a benefit
   77         corporation to designate an officer as a benefit
   78         officer; providing for the powers and duties of the
   79         benefit officer; creating s. 607.611, F.S.;
   80         authorizing certain legal actions to be brought
   81         against a benefit corporation, its officers, or its
   82         directors; creating s. 607.612, F.S.; requiring the
   83         board of directors to prepare an annual benefit
   84         report; providing criteria for the preparation of the
   85         report; creating s. 607.613, F.S.; establishing
   86         requirements for the availability and dissemination of
   87         the annual report; authorizing a court to order
   88         dissemination of the report; amending ss. 617.0401 and
   89         620.1108, F.S; providing additional exceptions
   90         regarding the requirement that the names of entities
   91         be distinguishable; specifying differences in names
   92         which are not considered distinguishable; amending ss.
   93         48.091, 215.555, 243.54, 310.171, 310.181, 329.10,
   94         339.412, 420.101, 420.111, 420.161, 440.02, 440.386,
   95         609.08, 617.1908, 618.221, 619.04, 624.430, 624.462,
   96         624.489, 628.041, 631.262, 636.204, 641.2015,
   97         655.0201, 658.23, 658.2953, 658.30, 658.36, 663.03,
   98         663.04, 663.301, 663.306, 663.313, 718.111, 719.104,
   99         720.302, 720.306, 766.101, and 865.09, F.S.;
  100         conforming cross-references to changes made by the
  101         act; providing an effective date.
  102          
  103  Be It Enacted by the Legislature of the State of Florida:
  104  
  105         Section 1. Subsection (1) of section 605.0112, Florida
  106  Statutes, is amended to read:
  107         605.0112 Name.—
  108         (1) The name of a limited liability company:
  109         (a) Must contain the words “limited liability company” or
  110  the abbreviation “L.L.C.” or “LLC.;
  111         (b) Must be distinguishable in the records of the Division
  112  of Corporations of the department from the names of all other
  113  entities or filings that are on file with the division, except
  114  fictitious name registrations pursuant to s. 865.09, general
  115  partnership registrations pursuant to s. 620.8105, and limited
  116  liability partnership statements pursuant to s. 620.9001 which
  117  are organized, registered, or reserved under the laws of this
  118  state, which names are on file with the division; however, a
  119  limited liability company may register under a name that is not
  120  otherwise distinguishable on the records of the division with
  121  the written consent of the owner entity if, provided the consent
  122  is filed with the division at the time of registration of such
  123  name. A name that is different from the name of another entity
  124  or filing due to any of the following is not considered
  125  distinguishable:
  126         1. A suffix.
  127         2. A definite or indefinite article.
  128         3. The word “and” and the symbol “&.”
  129         4. The singular, plural, or possessive form of a word.
  130         5. A recognized abbreviation of a root word.
  131         6. A punctuation mark or a symbol.;
  132         (c) May not contain language stating or implying that the
  133  limited liability company is organized for a purpose other than
  134  a purpose authorized in this chapter and its articles of
  135  organization.; and
  136         (d) May not contain language stating or implying that the
  137  limited liability company is connected with a state or federal
  138  government agency or a corporation or other entity chartered
  139  under the laws of the United States.
  140         Section 2. Sections 607.0101 through 607.193, Florida
  141  Statutes, are designated as part I of chapter 607, Florida
  142  Statutes, and entitled “CORPORATIONS.”
  143         Section 3. Section 607.0101, Florida Statutes, is amended
  144  to read:
  145         607.0101 Short title.—This part act shall be known and may
  146  be cited as the “Florida Business Corporation Act.”
  147         Section 4. Section 607.0401, Florida Statutes, is amended
  148  to read:
  149         607.0401 Corporate name.—A corporate name:
  150         (1) Must contain the word “corporation,” “company,” or
  151  “incorporated” or the abbreviation “Corp.,” “Inc.,” or “Co.,” or
  152  the designation “Corp,” “Inc,” or “Co,” as will clearly indicate
  153  that it is a corporation instead of a natural person,
  154  partnership, or other business entity.;
  155         (2) May not contain language stating or implying that the
  156  corporation is organized for a purpose other than that permitted
  157  in this act and its articles of incorporation.;
  158         (3) May not contain language stating or implying that the
  159  corporation is connected with a state or federal government
  160  agency or a corporation chartered under the laws of the United
  161  States.; and
  162         (4) Must be distinguishable from the names of all other
  163  entities or filings that are on file with the Division of
  164  Corporations, except fictitious name registrations pursuant to
  165  s. 865.09, general partnership registrations pursuant to s.
  166  620.8105, and limited liability partnership statements pursuant
  167  to s. 620.9001 which are organized, registered, or reserved
  168  under the laws of this state, which names are on file with the
  169  Division of Corporations. A name that is different from the name
  170  of another entity or filing due to any of the following is not
  171  considered distinguishable:
  172         (a)A suffix.
  173         (b)A definite or indefinite article.
  174         (c)The word and” and the symbol “&.”
  175         (d)The singular, plural, or possessive form of a word.
  176         (e)A recognized abbreviation of a root word.
  177         (f)A punctuation mark or a symbol.
  178         (5) The name of the corporation As filed with the
  179  Department of State, is shall be for public notice only and does
  180  shall not alone create any presumption of ownership beyond that
  181  which is created under the common law.
  182         Section 5. Subsection (1) of section 607.1302, Florida
  183  Statutes, is amended to read:
  184         607.1302 Right of shareholders to appraisal.—
  185         (1) A shareholder of a domestic corporation is entitled to
  186  appraisal rights, and to obtain payment of the fair value of
  187  that shareholder’s shares, in the event of any of the following
  188  corporate actions:
  189         (a) Consummation of a conversion of such corporation
  190  pursuant to s. 607.1112 if shareholder approval is required for
  191  the conversion and the shareholder is entitled to vote on the
  192  conversion under ss. 607.1103 and 607.1112(6), or the
  193  consummation of a merger to which such corporation is a party if
  194  shareholder approval is required for the merger under s.
  195  607.1103 and the shareholder is entitled to vote on the merger
  196  or if such corporation is a subsidiary and the merger is
  197  governed by s. 607.1104;
  198         (b) Consummation of a share exchange to which the
  199  corporation is a party as the corporation whose shares will be
  200  acquired if the shareholder is entitled to vote on the exchange,
  201  except that appraisal rights are shall not be available to any
  202  shareholder of the corporation with respect to any class or
  203  series of shares of the corporation that is not exchanged;
  204         (c) Consummation of a disposition of assets pursuant to s.
  205  607.1202 if the shareholder is entitled to vote on the
  206  disposition, including a sale in dissolution but not including a
  207  sale pursuant to court order or a sale for cash pursuant to a
  208  plan by which all or substantially all of the net proceeds of
  209  the sale will be distributed to the shareholders within 1 year
  210  after the date of sale;
  211         (d) An amendment of the articles of incorporation with
  212  respect to the class or series of shares which reduces the
  213  number of shares of a class or series owned by the shareholder
  214  to a fraction of a share if the corporation has the obligation
  215  or right to repurchase the fractional share so created;
  216         (e) Any other amendment to the articles of incorporation,
  217  merger, share exchange, or disposition of assets to the extent
  218  provided by the articles of incorporation, bylaws, or a
  219  resolution of the board of directors, except that no bylaw or
  220  board resolution providing for appraisal rights may be amended
  221  or otherwise altered except by shareholder approval; or
  222         (f) With regard to a class of shares prescribed in the
  223  articles of incorporation prior to October 1, 2003, including
  224  any shares within that class subsequently authorized by
  225  amendment, any amendment of the articles of incorporation if the
  226  shareholder is entitled to vote on the amendment and if such
  227  amendment would adversely affect such shareholder by:
  228         1. Altering or abolishing any preemptive rights attached to
  229  any of his or her shares;
  230         2. Altering or abolishing the voting rights pertaining to
  231  any of his or her shares, except as such rights may be affected
  232  by the voting rights of new shares then being authorized of any
  233  existing or new class or series of shares;
  234         3. Effecting an exchange, cancellation, or reclassification
  235  of any of his or her shares, when such exchange, cancellation,
  236  or reclassification would alter or abolish the shareholder’s
  237  voting rights or alter his or her percentage of equity in the
  238  corporation, or effecting a reduction or cancellation of accrued
  239  dividends or other arrearages in respect to such shares;
  240         4. Reducing the stated redemption price of any of the
  241  shareholder’s redeemable shares, altering or abolishing any
  242  provision relating to any sinking fund for the redemption or
  243  purchase of any of his or her shares, or making any of his or
  244  her shares subject to redemption when they are not otherwise
  245  redeemable;
  246         5. Making noncumulative, in whole or in part, dividends of
  247  any of the shareholder’s preferred shares which had theretofore
  248  been cumulative;
  249         6. Reducing the stated dividend preference of any of the
  250  shareholder’s preferred shares; or
  251         7. Reducing any stated preferential amount payable on any
  252  of the shareholder’s preferred shares upon voluntary or
  253  involuntary liquidation;.
  254         (g) An amendment of the articles of incorporation of a
  255  social purpose corporation to which s. 607.504 or s. 607.505
  256  applies;
  257         (h) An amendment of the articles of incorporation of a
  258  benefit corporation to which s. 607.604 or s. 607.605 applies;
  259         (i) A merger, conversion, or share exchange of a social
  260  purpose corporation to which s. 607.504 applies; or
  261         (j) A merger, conversion, or share exchange of a benefit
  262  corporation to which s. 607.604 applies.
  263         Section 6. Sections 607.501 through 607.513, Florida
  264  Statutes, are designated as part II of chapter 607, Florida
  265  Statutes, and entitled “SOCIAL PURPOSE CORPORATIONS.”
  266         Section 7. Section 607.501, Florida Statutes, is created to
  267  read:
  268         607.501Application and effect of part.—
  269         (1) This part applies to a social purpose corporation and
  270  does not affect a corporation that is not a social purpose
  271  corporation.
  272         (2) Except as otherwise provided in this part, this chapter
  273  applies generally to all social purpose corporations.
  274         (3) A social purpose corporation may be simultaneously
  275  subject to this part and to one or more chapters, including
  276  chapter 621. In such event, this part takes precedence with
  277  respect to a social purpose corporation.
  278         (4) Except as authorized by this part, a provision of the
  279  articles of incorporation or bylaws of a social purpose
  280  corporation, or a shareholders agreement among shareholders of a
  281  social purpose corporation, may not limit, be inconsistent with,
  282  or supersede a provision of this part.
  283         Section 8. Section 607.502, Florida Statutes, is created to
  284  read:
  285         607.502Definitions.—As used in this part, unless the
  286  context otherwise requires, the term:
  287         (1)“Benefit director” means:
  288         (a) The director designated as the benefit director of a
  289  social purpose corporation under s. 607.508; or
  290         (b) A person with one or more of the powers, duties, or
  291  rights of a benefit director to the extent provided in the
  292  articles of incorporation or bylaws under s. 607.508.
  293         (2)“Benefit enforcement proceeding” means a claim or
  294  action for:
  295         (a) The failure of a social purpose corporation to pursue
  296  or create a public benefit or a specific public benefit
  297  established in its articles of incorporation; or
  298         (b) A violation of any obligation, duty, or standard of
  299  conduct under this part.
  300         (3)“Benefit officer” means the individual designated as
  301  the benefit officer of a social purpose corporation under s.
  302  607.510.
  303         (4)“Independent” means not having a material relationship
  304  with the social purpose corporation or a subsidiary of the
  305  social purpose corporation. A person does not have a material
  306  relationship solely by virtue of serving as the benefit director
  307  or benefit officer of the social purpose corporation or a
  308  subsidiary of the social purpose corporation. In determining
  309  whether a director or officer is independent, a material
  310  relationship between an individual and a social purpose
  311  corporation or any of its subsidiaries will be conclusively
  312  presumed to exist, at the time independence is to be determined,
  313  if any of the following apply:
  314         (a) The individual is or was within the prior 3 years an
  315  employee, other than a benefit officer, of the social purpose
  316  corporation or a subsidiary.
  317         (b) An immediate family member of the individual is or was
  318  within the prior 3 years an executive officer, other than a
  319  benefit officer, of the social purpose corporation or a
  320  subsidiary.
  321         (c) When ownership is calculated as if all outstanding
  322  rights to acquire equity interests in the social purpose
  323  corporation had been exercised, there is beneficial or record
  324  ownership of 5 percent or more of the outstanding shares of the
  325  social purpose corporation by:
  326         1. The individual; or
  327         2. An entity:
  328         a.Of which the individual is a director, an officer, or a
  329  manager; or
  330         b.In which, when ownership is calculated as if all
  331  outstanding rights to acquire equity interests in the entity had
  332  been exercised, the individual owns beneficially or of record 5
  333  percent or more of the outstanding equity interests.
  334         (5) “Minimum status vote” means:
  335         (a) In the case of a corporation that is to become a social
  336  purpose corporation, whether by amendment of the articles of
  337  incorporation or by way of or pursuant to a merger, conversion,
  338  or share exchange; a social purpose corporation whose articles
  339  of incorporation are to be amended pursuant to s. 607.506(2); or
  340  a social purpose corporation that is to cease being a social
  341  purpose corporation, in addition to any other required approval
  342  or vote, the satisfaction of the following conditions:
  343         1. The holders of each class or series of shares shall be
  344  entitled to vote as a separate voting group on the corporate
  345  action regardless of any limitation on the voting rights of any
  346  class or series stated in the articles of incorporation or
  347  bylaws.
  348         2. The corporate action is approved by vote of each class
  349  or series of shares entitled to vote by at least two-thirds of
  350  the total votes of the class or series.
  351         (b) In the case of a domestic entity, other than a
  352  corporation, which is to be simultaneously converted to a social
  353  purpose corporation or merged into a social purpose corporation,
  354  in addition to any other required approval, vote, or consent,
  355  the satisfaction of the following conditions:
  356         1. The holders of each class or series of equity interest
  357  in the entity who are entitled to receive a distribution of any
  358  kind are entitled, as a separate voting group, to vote on or
  359  consent to the action regardless of any applicable limitation on
  360  the voting or consent rights of any class or series.
  361         2. The action is approved by vote or consent of each class
  362  or series of equity interest described in subparagraph 1. who
  363  are entitled to vote by at least two-thirds of the votes or
  364  consent of the class or series.
  365         (6)“Public benefit” means a positive effect, or the
  366  minimization of negative effects taken as a whole, on the
  367  environment or on one or more categories of persons or entities
  368  other than shareholders in their capacity as shareholders, of an
  369  artistic, charitable, economic, educational, cultural, literary,
  370  religious, social, ecological, or scientific nature, from the
  371  business and operations of a social purpose corporation. The
  372  term includes, but is not limited to, the following:
  373         (a) Providing low-income or underserved individuals or
  374  communities with beneficial products or services.
  375         (b) Promoting economic opportunity for individuals or
  376  communities beyond the creation of jobs in the normal course of
  377  business.
  378         (c) Protecting or restoring the environment.
  379         (d) Improving human health.
  380         (e) Promoting the arts, sciences, or advancement of
  381  knowledge.
  382         (f) Increasing the flow of capital to entities that have as
  383  their stated purpose the provision of a benefit to society or
  384  the environment.
  385         (7)“Social purpose corporation” means a corporation that
  386  is formed, or has elected to become, subject to this part, the
  387  status of which as a social purpose corporation has not been
  388  terminated.
  389         (8)“Specific public benefit” means a benefit identified as
  390  a purpose of the social purpose corporation which is set forth
  391  in the articles of incorporation and is consistent with a public
  392  benefit.
  393         (9)“Subsidiary” means, in relation to a person other than
  394  an individual, an entity in which the person owns beneficially
  395  or of record 50 percent or more of the outstanding equity
  396  interests.
  397         (10)“Third-party standard” means a recognized standard for
  398  defining, reporting, and assessing the societal and
  399  environmental performance of a business which is:
  400         (a) Comprehensive, because it assesses the effect of the
  401  business and its operations upon the interests listed in s.
  402  607.507(1)(a).
  403         (b) Developed by an entity that is not controlled by the
  404  social purpose corporation.
  405         (c) Credible, because it is developed by an entity that has
  406  access to necessary expertise to assess the overall effect of
  407  the business and uses a balanced, collaborative approach to
  408  develop the standard, including a period for public comment.
  409         (d) Transparent, because the following information is
  410  publicly available:
  411         1. The criteria considered under the standard when
  412  measuring the overall effect of the business and its operations
  413  upon the interests provided in s. 607.507(1)(a) and the relative
  414  weights, if any, of those criteria; and
  415         2. The process used in the development and revision of the
  416  third-party standard regarding the identity of the directors,
  417  officers, material owners, and governing body of the entity that
  418  developed and controls revisions to the standard; the process by
  419  which revisions to the standard and changes to the membership of
  420  the governing body are made; and an accounting of the revenue
  421  and sources of financial support for the entity with sufficient
  422  detail to disclose any relationships that could reasonably be
  423  considered to present a potential conflict of interest.
  424         Section 9. Section 607.503, Florida Statutes, is created to
  425  read:
  426         607.503Incorporation.—To incorporate as a social purpose
  427  corporation, an incorporator must satisfy the requirements of
  428  this chapter, and the articles of incorporation must state that
  429  the corporation is a social purpose corporation under this part.
  430         Section 10. Section 607.504, Florida Statutes, is created
  431  to read:
  432         607.504Election of social purpose corporation status.—
  433         (1)An existing corporation may become a social purpose
  434  corporation under this part by amending its articles of
  435  incorporation to include a statement that the corporation is a
  436  social purpose corporation under this part. The amendment must
  437  be adopted by the minimum status vote.
  438         (2)A plan of merger, conversion, or share exchange must be
  439  adopted by the minimum status vote if an entity that is not a
  440  social purpose corporation is a party to the merger or
  441  conversion or if the exchanging entity in a share exchange and
  442  the surviving, new, or resulting entity is, or will be, a social
  443  purpose corporation.
  444         (3) If an entity elects to become a social purpose
  445  corporation by amendment of the articles of incorporation or by
  446  a merger, conversion, or share exchange, the shareholders of the
  447  entity are entitled to appraisal rights under and pursuant to
  448  ss. 607.1301-607.1333.
  449         Section 11. Section 607.505, Florida Statutes, is created
  450  to read:
  451         607.505Termination of social purpose corporation status.—
  452         (1)A social purpose corporation may terminate its status
  453  as such and cease to be subject to this part by amending its
  454  articles of incorporation to delete the provision required under
  455  s. 607.503 or s. 607.504. The amendment must be adopted by the
  456  minimum status vote.
  457         (2)A plan of merger, conversion, or share exchange which
  458  has the effect of terminating the status of a corporation as a
  459  social purpose corporation must be adopted by the minimum status
  460  vote. A sale, lease, exchange, or other disposition of the
  461  assets of all or substantially all of the assets of a social
  462  purpose corporation is not effective unless the transaction is
  463  approved by the minimum status vote. However, a minimum status
  464  vote is not required if the transaction is in the usual and
  465  regular course of business, is pursuant to court order, or is a
  466  sale pursuant to which all or a substantial portion of the net
  467  proceeds of the sale will be distributed to the shareholders
  468  within 1 year after the date of the sale.
  469         (3) If a corporation’s status as a social purpose
  470  corporation is terminated pursuant to subsection (1) or
  471  subsection (2), shareholders of the corporation are entitled to
  472  appraisal rights under and pursuant to ss. 607.1301-607.1333.
  473         Section 12. Section 607.506, Florida Statutes, is created
  474  to read:
  475         607.506Corporate purpose.—
  476         (1)A social purpose corporation has the purpose of
  477  creating a public benefit. This purpose is in addition to its
  478  purpose under s. 607.0301.
  479         (2)The articles of incorporation of a social purpose
  480  corporation may identify one or more specific public benefits as
  481  its purpose in addition to its purposes under s. 607.0301 and
  482  subsection (1). A social purpose corporation may amend its
  483  articles of incorporation to add, amend, or delete the
  484  identification of a specific public benefit purpose; however,
  485  the amendment must be adopted by the minimum status vote.
  486         (3)The creation of a public benefit and a specific public
  487  benefit under subsections (1) and (2) is deemed to be in the
  488  best interest of the social purpose corporation.
  489         (4)A professional corporation that is a social purpose
  490  corporation does not violate s. 621.08 by having as its purpose
  491  the creation of a public benefit or a specific public benefit.
  492         Section 13. Section 607.507, Florida Statutes, is created
  493  to read:
  494         607.507Standard of conduct for directors.—
  495         (1)In discharging their duties and in considering the best
  496  interests of the social purpose corporation, the directors:
  497         (a) Shall consider the effects of any action or inaction
  498  upon:
  499         1. The shareholders of the social purpose corporation; and
  500         2. The ability of the social purpose corporation to
  501  accomplish its public benefit or any specific public benefit
  502  purpose;
  503         (b) May consider the effects of any action or inaction upon
  504  any of the following:
  505         1. The employees and work force of the social purpose
  506  corporation, its subsidiaries, and its suppliers;
  507         2. The interests of customers and suppliers as
  508  beneficiaries of the general public benefit or specific public
  509  benefits of the social purpose corporation;
  510         3. Community and societal factors, including those of each
  511  community in which offices or facilities of the social purpose
  512  corporation, its subsidiaries, or its suppliers are located;
  513         4. The local and global environment; and
  514         5. The short-term and long-term interests of the social
  515  purpose corporation, including benefits that may accrue to the
  516  social purpose corporation from its long-term plans and the
  517  possibility that these interests may be best served by the
  518  continued independence of the social purpose corporation; and
  519         (c) May consider other pertinent factors or the interests
  520  of any other group that they deem appropriate;
  521         (d)Are not required to give priority to the interests of a
  522  particular person or group referred to in paragraph (a),
  523  paragraph (b), or paragraph (c) unless the social purpose
  524  corporation states in its articles of incorporation its
  525  intention to give such priority; and
  526         (e) Are not required to give equal weight to the interests
  527  of any particular person or group referred to in paragraph (a),
  528  paragraph (b), or paragraph (c) unless the social purpose
  529  corporation has stated in its articles of incorporation its
  530  intention to give such equal weight.
  531         (2)Except as provided in the articles of incorporation, a
  532  director is not personally liable for monetary damages to the
  533  corporation, or to any other person, for the failure of the
  534  social purpose corporation to pursue or create a public benefit
  535  or a specific public benefit. A director is subject to the
  536  duties specified in s. 607.0830.
  537         (3)Except as provided in the articles of incorporation, a
  538  director does not have a duty to a person who is a beneficiary
  539  of the public benefit purpose or any one or more specific public
  540  benefit purposes of a social purpose corporation.
  541         Section 14. Section 607.508, Florida Statutes, is created
  542  to read:
  543         607.508Benefit director.—
  544         (1)If the articles of incorporation so provide, the board
  545  of directors of a social purpose corporation may include a
  546  director who is designated as the benefit director and, in
  547  addition to the powers, duties, rights, and immunities of the
  548  other directors of the social purpose corporation, has the
  549  powers, duties, rights, and immunities provided in this part.
  550         (2)The benefit director shall be elected, and may be
  551  removed, in the manner provided by this chapter. Except as
  552  provided under subsection (5), the benefit director shall be
  553  independent and may serve as a benefit officer. The articles of
  554  incorporation or bylaws may prescribe additional qualifications
  555  of the benefit director.
  556         (3)Unless the articles of incorporation or bylaws provide
  557  otherwise, the benefit director shall prepare, and the social
  558  purpose corporation shall include in the annual benefit report
  559  to shareholders required under s. 607.512, the opinion of the
  560  benefit director on the following:
  561         (a) Whether the social purpose corporation in all material
  562  respects acted in accordance with its public benefit purpose and
  563  any specific public benefit purpose during the period covered by
  564  the report.
  565         (b) Whether the directors and officers complied with ss.
  566  607.507(1) and 607.509(1).
  567         (c) Whether the social purpose corporation or its directors
  568  or officers failed to comply with paragraph (a) or s. 607.507(1)
  569  or s. 607.509(1), including a description of the ways in which
  570  the social purpose corporation or its directors or officers
  571  failed to comply.
  572         (4)The action or inaction of an individual in his or her
  573  capacity as a benefit director shall constitute for all purposes
  574  an action or inaction of that individual in his or her capacity
  575  as a director of the social purpose corporation.
  576         (5) The benefit director of a corporation formed under
  577  chapter 621 is not required to be independent.
  578         Section 15. Section 607.509, Florida Statutes, is created
  579  to read:
  580         607.509Standard of conduct for officers.—
  581         (1)If an officer of a social purpose corporation
  582  reasonably believes that a matter may have a material effect on
  583  the ability of the corporation to create a public benefit or a
  584  specific public benefit identified in the articles of
  585  incorporation and the officer has discretion to act on the
  586  matter, the officer shall consider the interests and factors
  587  provided in s. 607.507(1).
  588         (2)The officer’s consideration of interests and factors
  589  under subsection (1) does not constitute a violation of s.
  590  607.0841.
  591         (3)Except as provided in the articles of incorporation, an
  592  officer is not personally liable for monetary damages to the
  593  corporation or any other person for the failure of the social
  594  purpose corporation to pursue or create a public benefit or a
  595  specific public benefit; however, he or she is subject to s.
  596  607.0841.
  597         (4)Except as provided in the articles of incorporation, an
  598  officer does not have any duty to a person who is a beneficiary
  599  of the public benefit purpose or any specific public benefit
  600  purpose of a social purpose corporation arising from the status
  601  of the person as a beneficiary.
  602         Section 16. Section 607.510, Florida Statutes, is created
  603  to read:
  604         607.510Benefit officer.—
  605         (1)A social purpose corporation may designate an officer
  606  as the benefit officer.
  607         (2)The benefit officer has the powers and duties set forth
  608  in the bylaws or determined by the board of directors, which may
  609  include, but are not limited to:
  610         (a) Powers and duties relating to the public benefit or a
  611  specific public benefit purpose of the corporation; and
  612         (b) The duty to prepare the annual benefit report required
  613  under s. 607.512.
  614         Section 17. Section 607.511, Florida Statutes, is created
  615  to read:
  616         607.511Right of action.—
  617         (1)(a) Except in a benefit enforcement proceeding, a person
  618  may not bring an action or assert a claim against a social
  619  purpose corporation or its directors or officers with respect
  620  to:
  621         1. A failure to pursue or create a public benefit or a
  622  specific public benefit set forth in its articles of
  623  incorporation; or
  624         2. A violation of an obligation, duty, or standard of
  625  conduct under this part.
  626         (b) A social purpose corporation is not liable for monetary
  627  damages under this part for the failure of the social purpose
  628  corporation to pursue or create a public benefit or a specific
  629  public benefit.
  630         (2)A benefit enforcement proceeding may be commenced or
  631  maintained only:
  632         (a) Directly by the social purpose corporation; or
  633         (b) Derivatively by:
  634         1. A shareholder of record on the date of the action or
  635  inaction complained of in the benefit enforcement proceeding;
  636         2. A director;
  637         3. A person or group of persons that owns beneficially or
  638  of record 5 percent or more of the outstanding equity interests
  639  in an entity of which the social purpose corporation is a
  640  subsidiary on the date of the action or inaction complained of
  641  in the benefit enforcement proceeding; or
  642         4. Any other person who is specified in the articles of
  643  incorporation or bylaws of the social purpose corporation.
  644         Section 18. Section 607.512, Florida Statutes, is created
  645  to read:
  646         607.512Preparation of annual benefit report.—
  647         (1)Unless it is prepared by a benefit director or benefit
  648  officer, the board of directors shall prepare an annual benefit
  649  report that includes all of the following:
  650         (a) A narrative description of:
  651         1. The ways in which the social purpose corporation pursued
  652  a public benefit during the year and the extent to which a
  653  public benefit was created.
  654         2. Any circumstance that has hindered the pursuit or
  655  creation of a public benefit by the social purpose corporation.
  656         3. The process and rationale for selecting or changing the
  657  third-party standard used to prepare the benefit report, if the
  658  articles of incorporation of the social purpose corporation
  659  require, or the board of directors determines, that the annual
  660  benefit report must be prepared in accordance with a third-party
  661  standard.
  662         (b) If the articles of incorporation of the social purpose
  663  corporation require, or the board of directors determines, that
  664  the annual benefit report must be prepared in accordance with a
  665  third-party standard, an assessment of the overall societal and
  666  environmental performance of the social purpose corporation
  667  using a third-party standard that is:
  668         1. Applied consistently with any previous application in
  669  prior annual benefit reports; or
  670         2. Accompanied by an explanation of the reasons for
  671  inconsistent application or any change in the standard from the
  672  immediate prior report.
  673         (c) The name of the benefit director and the benefit
  674  officer, if those positions exist, and the respective addresses
  675  to which correspondence may be directed.
  676         (d) If the corporation has a benefit director, his or her
  677  statement as provided in s. 607.508(3).
  678         (e) If the articles of incorporation of the social purpose
  679  corporation require, or the board of directors determines, that
  680  the annual benefit report must be prepared in accordance with a
  681  third-party standard, a statement of any connection between the
  682  organization that established the third-party standard, or its
  683  directors, officers, or any holder of 5 percent or more of the
  684  governance interests in the organization, and the social purpose
  685  corporation or its directors, officers, or any holder of 5
  686  percent or more of the outstanding shares of the social purpose
  687  corporation, including any financial or governance relationship
  688  that might materially affect the credibility of the use of the
  689  third-party standard.
  690         (2) If, during the year covered by an annual benefit
  691  report, a benefit director resigned from, or refused to stand
  692  for reelection to, his or her position, or was removed from his
  693  or her position, and he or she furnished written correspondence
  694  to the social purpose corporation concerning the circumstances
  695  surrounding his or her departure, that correspondence must be
  696  included as an exhibit in the annual benefit report.
  697         (3)The annual benefit report and the assessment of the
  698  performance of the social purpose corporation in the annual
  699  benefit report required under paragraph (1)(b) are not required
  700  to be audited or certified by a third-party standards provider.
  701         Section 19. Section 607.513, Florida Statutes, is created
  702  to read:
  703         607.513Availability of annual benefit report.—
  704         (1)Each social purpose corporation shall send its annual
  705  benefit report to each shareholder:
  706         (a) Within 120 days after the end of the fiscal year of the
  707  social purpose corporation; or
  708         (b) At the same time that the social purpose corporation
  709  delivers any other annual report to its shareholders.
  710         (2)A social purpose corporation shall post each annual
  711  benefit report on the public portion of its website, if any, and
  712  it shall remain posted for at least 3 years.
  713         (3)If a social purpose corporation does not have a
  714  website, the corporation shall provide a copy of its most recent
  715  annual benefit report, without charge, to any person who
  716  requests a copy.
  717         (4) If a social purpose corporation does not comply with
  718  the annual benefit report delivery requirement, the circuit
  719  court in the county in which the principal office of the social
  720  purpose corporation is located or, if no office is located in
  721  this state, the county in which its registered office is
  722  located, may, after a shareholder of the social purpose
  723  corporation requests a copy, summarily order the corporation to
  724  furnish the annual benefit report. If the court orders the
  725  annual benefit report to be furnished, the court may also order
  726  the social purpose corporation to pay the shareholder’s costs,
  727  including reasonable attorney fees, which were incurred in
  728  obtaining the order and otherwise enforce his or her rights
  729  under this section.
  730         Section 20. Sections 607.601 through 607.613, Florida
  731  Statutes, are designated as part III of chapter 607, Florida
  732  Statutes, entitled “BENEFIT CORPORATIONS.”
  733         Section 21. Section 607.601, Florida Statutes, is created
  734  to read:
  735         607.601Application and effect of part.—
  736         (1) This part applies to a benefit corporation and does not
  737  affect a corporation that is not a benefit corporation.
  738         (2) Except as provided in this part, this chapter applies
  739  generally to all benefit corporations.
  740         (3) A benefit corporation may be simultaneously subject to
  741  this part and to one or more chapters, including chapter 621. In
  742  such event, this part takes precedence with respect to a benefit
  743  corporation.
  744         (4) Except as authorized by this part, a provision of the
  745  articles of incorporation or bylaws of a benefit corporation, or
  746  a shareholders agreement among shareholders of a benefit
  747  corporation, may not limit, be inconsistent with, or supersede a
  748  provision of this part.
  749         Section 22. Section 607.602, Florida Statutes, is created
  750  to read:
  751         607.602Definitions.—As used in this part, unless the
  752  context otherwise requires, the term:
  753         (1)“Benefit corporation” means a corporation that is
  754  formed, or has elected to become, subject to this part, the
  755  status of which as a benefit corporation has not been
  756  terminated.
  757         (2)“Benefit director” means:
  758         (a) The director designated as the benefit director of a
  759  benefit corporation under s. 607.608; or
  760         (b) A person with one or more of the powers, duties, or
  761  rights of a benefit director to the extent provided in the
  762  articles of incorporation or bylaws under s. 607.608.
  763         (3)“Benefit enforcement proceeding” means any claim or
  764  action for:
  765         (a) The failure of a benefit corporation to pursue or
  766  create a general public benefit or a specific public benefit
  767  purpose set forth in its articles of incorporation; or
  768         (b) A violation of any obligation, duty, or standard of
  769  conduct under this part.
  770         (4)“Benefit officer” means the individual designated as
  771  the benefit officer of a benefit corporation under s. 607.610.
  772         (5)“General public benefit” means a material, positive
  773  effect on society and the environment, taken as a whole, as
  774  assessed using a third-party standard which is attributable to
  775  the business and operations of a benefit corporation.
  776         (6)“Independent” means not having a material relationship
  777  with the benefit corporation or a subsidiary of the benefit
  778  corporation. A person does not have a material relationship
  779  solely by virtue of serving as the benefit director or benefit
  780  officer of the benefit corporation or a subsidiary of the
  781  benefit corporation. In determining whether a director or
  782  officer is independent, a material relationship between an
  783  individual and a benefit corporation or any of its subsidiaries
  784  will be conclusively presumed to exist, at the time independence
  785  is to be determined, if any of the following apply:
  786         (a) The individual is or has been within the prior 3 years
  787  an employee, other than a benefit officer, of the benefit
  788  corporation or a subsidiary.
  789         (b) An immediate family member of the individual is or has
  790  been within the prior 3 years an executive officer, other than a
  791  benefit officer, of the benefit corporation or a subsidiary.
  792         (c) When ownership is calculated as if all outstanding
  793  rights to acquire equity interests in the benefit corporation
  794  had been exercised, there is beneficial or record ownership of 5
  795  percent or more of the outstanding shares of the benefit
  796  corporation by:
  797         1. The individual; or
  798         2. An entity:
  799         a.Of which the individual is a director, an officer, or a
  800  manager; or
  801         b.In which, when ownership is calculated as if all
  802  outstanding rights to acquire equity interests in the entity had
  803  been exercised, the individual owns beneficially or of record 5
  804  percent or more of the outstanding equity interests.
  805         (7)“Minimum status vote” means:
  806         (a) In the case of a corporation that is to become a
  807  benefit corporation, whether by amendment of the articles of
  808  incorporation or by way of or pursuant to a merger, conversion,
  809  or share exchange; a benefit corporation whose articles of
  810  incorporation are to be amended pursuant to s. 607.606(2); or a
  811  benefit corporation that is to cease being a benefit
  812  corporation, in addition to any other required approval or vote,
  813  the satisfaction of the following conditions:
  814         1. The holders of each class or series of shares shall be
  815  entitled to vote as a separate voting group on the corporate
  816  action regardless of any limitation on the voting rights of any
  817  class or series stated in the articles of incorporation or
  818  bylaws.
  819         2. The corporate action is approved by vote of each class
  820  or series of shares entitled to vote by at least two-thirds of
  821  the total votes of the class or series.
  822         (b) In the case of a domestic entity, other than a
  823  corporation, which is to be simultaneously converted to a
  824  benefit corporation or merged into a benefit corporation, in
  825  addition to any other required approval, vote, or consent, the
  826  satisfaction of the following conditions:
  827         1. The holders of each class or series of equity interest
  828  in the entity who are entitled to receive a distribution of any
  829  kind are entitled, as a separate voting group, to vote on or
  830  consent to the action regardless of any applicable limitation on
  831  the voting or consent rights of any class or series.
  832         2. The action is approved by vote or consent of each class
  833  or series of equity interest described in subparagraph 1. who
  834  are entitled to vote by at least two-thirds of the votes or
  835  consent of the class or series.
  836         (8)“Specific public benefit” includes, but is not limited
  837  to:
  838         (a) Providing low-income or underserved individuals or
  839  communities with beneficial products or services;
  840         (b) Promoting economic opportunity for individuals or
  841  communities beyond the creation of jobs in the normal course of
  842  business;
  843         (c) Protecting or restoring the environment;
  844         (d) Improving human health;
  845         (e) Promoting the arts, sciences, or advancement of
  846  knowledge;
  847         (f) Increasing the flow of capital to entities that have as
  848  their stated purpose the provision of a benefit to society or
  849  the environment; and
  850         (g) Any other public benefit consistent with the purposes
  851  of the benefit corporation.
  852         (9)“Subsidiary” means, in relation to a person other than
  853  an individual, an entity in which a person owns beneficially or
  854  of record 50 percent or more of the outstanding equity
  855  interests.
  856         (10)“Third-party standard” means a recognized standard for
  857  defining, reporting, and assessing the societal and
  858  environmental performance of a business which is:
  859         (a) Comprehensive, because it assesses the effect of the
  860  business and its operations upon the interests provided in s.
  861  607.607(1)(a)2.-5.
  862         (b) Developed by an entity that is not controlled by the
  863  benefit corporation.
  864         (c) Credible, because it is developed by an entity that has
  865  access to necessary expertise to assess the overall societal and
  866  environmental performance of a business and uses a balanced,
  867  collaborative approach to develop the standard, including a
  868  period for public comment.
  869         (d) Transparent, because the following information is
  870  publicly available:
  871         1. The criteria considered under the standard when
  872  measuring the overall societal and environmental performance of
  873  a business and the relative weights, if any, of those criteria.
  874         2. The identity of the directors, officers, material
  875  owners, and the governing body of the entity that developed and
  876  controlled revisions; the process by which revisions to the
  877  standard and changes to the membership of the governing body are
  878  made; and an accounting of the revenue and sources of financial
  879  support for the entity, with sufficient detail to disclose any
  880  relationships that could reasonably be considered to present a
  881  potential conflict of interest.
  882         Section 23. Section 607.603, Florida Statutes, is created
  883  to read:
  884         607.603Incorporation.—To incorporate as a benefit
  885  corporation, an incorporator must satisfy the requirements of
  886  this chapter, and the articles of incorporation must state that
  887  the corporation is a benefit corporation under this part.
  888         Section 24. Section 607.604, Florida Statutes, is created
  889  to read:
  890         607.604Election of benefit corporation status.—
  891         (1)An existing corporation may become a benefit
  892  corporation under this part by amending its articles of
  893  incorporation to include a statement that the corporation is a
  894  benefit corporation under this part. The amendment must be
  895  adopted by the minimum status vote.
  896         (2) A plan of merger, conversion, or share exchange must be
  897  adopted by the minimum status vote if an entity that is not a
  898  benefit corporation is a party to a merger or conversion or if
  899  the exchanging entity in a share exchange and the surviving,
  900  new, or resulting entity is, or will be, a benefit corporation.
  901         (3) If an entity elects to become a benefit corporation by
  902  amendment of the articles of incorporation or by a merger,
  903  conversion, or share exchange, the shareholders of the entity
  904  are entitled to appraisal rights under and pursuant to ss.
  905  607.1301-607.1333.
  906         Section 25. Section 607.605, Florida Statutes, is created
  907  to read:
  908         607.605Termination of benefit corporation status.—
  909         (1)A benefit corporation may terminate its status as such
  910  and cease to be subject to this part by amending its articles of
  911  incorporation to delete the provision required under s. 607.603
  912  or s. 607.604. The amendment must be adopted by the minimum
  913  status vote.
  914         (2)A plan of merger, conversion, or share exchange which
  915  has the effect of terminating the status of a corporation as a
  916  benefit corporation must be adopted by the minimum status vote.
  917  A sale, lease, exchange, or other disposition of the assets of
  918  all or substantially all of a benefit corporation is not
  919  effective unless the transaction is approved by the minimum
  920  status vote. However, a minimum status vote is not required if
  921  the transaction is in the usual and regular course of business,
  922  is pursuant to court order, or is a sale pursuant to which all
  923  or a substantial portion of the net proceeds of the sale will be
  924  distributed to the shareholders within 1 year after the date of
  925  the sale.
  926         (3) If a corporation’s status as a benefit corporation is
  927  terminated pursuant to subsection (1) or subsection (2),
  928  shareholders of the corporation are entitled to appraisal rights
  929  under and pursuant to ss. 607.1301-607.1333.
  930         Section 26. Section 607.606, Florida Statutes, is created
  931  to read:
  932         607.606Corporate purpose.—
  933         (1)A benefit corporation has the purpose of creating a
  934  general public benefit. This purpose is in addition to its
  935  purpose under s. 607.0301.
  936         (2)The articles of incorporation of a benefit corporation
  937  may identify one or more specific public benefits as its purpose
  938  in addition to its purposes under s. 607.0301 and subsection
  939  (1). A benefit corporation may amend its articles of
  940  incorporation to add, amend, or delete the identification of a
  941  specific public benefit purpose; however, the amendment must be
  942  adopted by the minimum status vote. The identification of a
  943  specific public benefit under this subsection does not limit the
  944  obligation of a benefit corporation under subsection (1).
  945         (3)The creation of a general public benefit and a specific
  946  public benefit under subsections (1) and (2) is deemed to be in
  947  the best interest of the benefit corporation.
  948         (4)A professional corporation that is a benefit
  949  corporation does not violate s. 621.08 by having as its purpose
  950  the creation of a general public benefit or a specific public
  951  benefit.
  952         Section 27. Section 607.607, Florida Statutes, is created
  953  to read:
  954         607.607Standard of conduct for directors.—
  955         (1)In discharging their duties and in considering the best
  956  interests of the benefit corporation, the directors:
  957         (a) Shall consider the effects of any action or inaction
  958  upon:
  959         1. The shareholders of the benefit corporation;
  960         2. The employees and work force of the benefit corporation,
  961  its subsidiaries, and its suppliers;
  962         3. The interests of customers and suppliers as
  963  beneficiaries of the general public benefit and any specific
  964  public benefit purposes of the benefit corporation;
  965         4. Community and societal factors, including those of each
  966  community in which offices or facilities of the benefit
  967  corporation, its subsidiaries, or its suppliers are located;
  968         5. The local and global environment;
  969         6. The short-term and long-term interests of the benefit
  970  corporation, including benefits that may accrue to the benefit
  971  corporation from its long-term plans and the possibility that
  972  these interests may be best served by the continued independence
  973  of the benefit corporation; and
  974         7. The ability of the benefit corporation to accomplish its
  975  general public benefit purpose and each of its specific public
  976  benefit purposes, if any;
  977         (b) May consider other pertinent factors or the interests
  978  of any other group that they deem appropriate;
  979         (c)Are not required to give priority to the interests of a
  980  particular person or group referred to in paragraph (a) or
  981  paragraph (b) over the interests of any other person or group,
  982  unless the benefit corporation has stated in its articles of
  983  incorporation its intention to give priority to certain
  984  interests; and
  985         (d)Are not required to give equal weight to the interests
  986  of a particular person or group referred to in paragraph (a) or
  987  paragraph (b) unless the benefit corporation has stated in its
  988  articles of incorporation its intention to give such equal
  989  weight.
  990         (2)Except as provided in the articles of incorporation, a
  991  director is not personally liable for monetary damages to the
  992  corporation, or to any other person, for the failure of the
  993  benefit corporation to pursue or create a public benefit or a
  994  specific public benefit. A director is subject to the duties
  995  established in s. 607.0830.
  996         (3)Except as provided in the articles of incorporation, a
  997  director does not have a duty to a person who is a beneficiary
  998  of the general public benefit purpose or any one or more
  999  specific public benefit purposes of the benefit corporation.
 1000         Section 28. Section 607.608, Florida Statutes, is created
 1001  to read:
 1002         607.608Benefit director.—
 1003         (1)If the articles of incorporation so provide, the board
 1004  of directors of a benefit corporation may include a director who
 1005  is designated as the benefit director and, in addition to the
 1006  powers, duties, rights, and immunities of the other directors of
 1007  the benefit corporation, has the powers, duties, rights, and
 1008  immunities provided in this part.
 1009         (2)The benefit director shall be elected, and may be
 1010  removed, in the manner provided by this chapter. Except as
 1011  provided under subsection (5), the benefit director shall be
 1012  independent and may serve as a benefit officer. The articles of
 1013  incorporation or bylaws may prescribe additional qualifications
 1014  of the benefit director.
 1015         (3)Unless the articles of incorporation or bylaws provide
 1016  otherwise, the benefit director shall prepare, and the benefit
 1017  corporation shall include in the annual benefit report to
 1018  shareholders required under s. 607.612, the opinion of the
 1019  benefit director on the following:
 1020         (a) Whether the benefit corporation in all material
 1021  respects acted in accordance with its general public benefit
 1022  purpose and any specific public benefit purpose during the
 1023  period covered by the report.
 1024         (b) Whether the directors and officers complied with ss.
 1025  607.607(1) and 607.609(1).
 1026         (c) Whether the benefit corporation or its directors or
 1027  officers failed to comply with paragraph (a) or s. 607.607(1) or
 1028  s. 607.609(1), including a written description of the ways in
 1029  which the benefit corporation or its directors failed to comply.
 1030         (4)The action or inaction of an individual in his or her
 1031  capacity as a benefit director shall constitute for all purposes
 1032  an action or inaction of that individual in his or her capacity
 1033  as a director of the benefit corporation.
 1034         (5) The benefit director of a corporation formed under
 1035  chapter 621 is not required to be independent.
 1036         Section 29. Section 607.609, Florida Statutes, is created
 1037  to read:
 1038         607.609Standard of conduct for officers.—
 1039         (1)If an officer of a benefit corporation reasonably
 1040  believes that a matter may have a material effect on the ability
 1041  of the corporation to create, or the creation by the corporation
 1042  of, a general public benefit or a specific public benefit
 1043  identified in the articles of incorporation and the officer has
 1044  discretion to act on the matter, the officer shall consider the
 1045  interests and factors provided in s. 607.607(1).
 1046         (2)The officer’s consideration of interests and factors
 1047  under subsection (1) does not constitute a violation of s.
 1048  607.0841.
 1049         (3)Except as provided in the articles of incorporation, an
 1050  officer is not personally liable for monetary damages to the
 1051  corporation or to any other person for the failure of the
 1052  benefit corporation to pursue or create a general public benefit
 1053  or a specific public benefit; however, he or she is subject to
 1054  s. 607.0841.
 1055         (4)Except as provided in the articles of incorporation, an
 1056  officer does not have a duty to a person who is a beneficiary of
 1057  the general public benefit purpose or any specific public
 1058  benefit purpose of the benefit corporation arising from the
 1059  status of the person as a beneficiary.
 1060         Section 30. Section 607.610, Florida Statutes, is created
 1061  to read:
 1062         607.610Benefit officer.—
 1063         (1)A benefit corporation may designate an officer as the
 1064  benefit officer.
 1065         (2)The benefit officer has the powers and duties set forth
 1066  in the bylaws or determined by the board of directors, which may
 1067  include, but are not limited to:
 1068         (a)Powers and duties relating to the general public
 1069  benefit or a specific public benefit purpose of the corporation;
 1070  and
 1071         (b) The duty to prepare the annual benefit report required
 1072  under s. 607.612.
 1073         Section 31. Section 607.611, Florida Statutes, is created
 1074  to read:
 1075         607.611Right of action.—
 1076         (1)(a) Except in a benefit enforcement proceeding, no
 1077  person may bring an action or assert a claim against a benefit
 1078  corporation or its directors or officers with respect to:
 1079         1. A failure to pursue or create a general public benefit
 1080  or a specific public benefit set forth in its articles of
 1081  incorporation; or
 1082         2. A violation of an obligation, duty, or standard of
 1083  conduct under this part.
 1084         (b) A benefit corporation is not liable for monetary
 1085  damages under this part for the failure of the benefit
 1086  corporation to pursue or create a general public benefit or a
 1087  specific public benefit.
 1088         (2)A benefit enforcement proceeding may be commenced or
 1089  maintained only:
 1090         (a) Directly by the benefit corporation; or
 1091         (b) Derivatively by:
 1092         1. A shareholder of record on the date of the action or
 1093  inaction complained of in the benefit enforcement proceeding;
 1094         2. A director;
 1095         3. A person or group of persons that owns beneficially or
 1096  of record 5 percent or more of the outstanding equity interests
 1097  in an entity of which the benefit corporation is a subsidiary on
 1098  the date of the action or inaction complained of in the
 1099  proceeding; or
 1100         4. Any other person who is specified in the articles of
 1101  incorporation or bylaws of the benefit corporation.
 1102         Section 32. Section 607.612, Florida Statutes, is created
 1103  to read:
 1104         607.612Preparation of annual benefit report.—
 1105         (1)Unless it is prepared by a benefit director or a
 1106  benefit officer, the board of directors shall prepare an annual
 1107  benefit report that includes all of the following:
 1108         (a) A narrative description of:
 1109         1. The ways in which the benefit corporation pursued a
 1110  general public benefit during the year and the extent to which
 1111  the general public benefit was created.
 1112         2. Any circumstance that has hindered the pursuit or
 1113  creation of a general public benefit or a specific public
 1114  benefit by the benefit corporation.
 1115         3. The process and rationale for selecting or changing the
 1116  third-party standard used to prepare the benefit report.
 1117         (b) The name of the benefit director and the benefit
 1118  officer, if those positions exist, and the respective business
 1119  addresses to which correspondence may be directed.
 1120         (c) If the corporation has a benefit director, the
 1121  statement as provided in s. 607.608(3).
 1122         (d) A statement of any connection between the organization
 1123  that established the third-party standard, or its directors,
 1124  officers, or any holder of 5 percent or more of the governance
 1125  interests in the organization, and the benefit corporation or
 1126  its directors, officers, or any holder of 5 percent or more of
 1127  the outstanding shares of the benefit corporation, including any
 1128  financial or governance relationship that might materially
 1129  affect the credibility of the use of the third-party standard.
 1130         (2) The annual benefit report must be prepared in
 1131  accordance with a third-party standard that is:
 1132         1. Applied consistently with any previous application in
 1133  prior annual benefit reports; or
 1134         2. Accompanied by an explanation of the reasons for any
 1135  inconsistent application or any change in the standard from the
 1136  immediate prior report.
 1137         (3)If, during the year covered by an annual benefit
 1138  report, a benefit director resigned from, or refused to stand
 1139  for reelection to, his or her position, or was removed from his
 1140  or her position, and he or she furnished written correspondence
 1141  to the benefit corporation concerning the circumstances
 1142  surrounding his or her departure, that correspondence must be
 1143  included as an exhibit in the annual benefit report.
 1144         (4) The annual benefit report and the assessment of the
 1145  performance of the benefit corporation in the annual benefit
 1146  report required under subsection (2) are not required to be
 1147  audited or certified by a third-party standards provider.
 1148         Section 33. Section 607.613, Florida Statutes, is created
 1149  to read:
 1150         607.613Availability of annual benefit report.—
 1151         (1)Each benefit corporation shall send its annual benefit
 1152  report to each shareholder:
 1153         (a) Within 120 days after the end of the fiscal year of the
 1154  benefit corporation; or
 1155         (b) At the same time that the benefit corporation delivers
 1156  any other annual report to its shareholders.
 1157         (2)A benefit corporation shall post each annual benefit
 1158  report on the public portion of its website, if any, and it
 1159  shall remain posted for at least 3 years.
 1160         (3)If a benefit corporation does not have a website, the
 1161  benefit corporation shall provide a copy of its most recent
 1162  annual benefit report, without charge, to any person who
 1163  requests a copy.
 1164         (4) If a benefit corporation does not comply with the
 1165  annual benefit report delivery requirement, the circuit court in
 1166  the county in which the principal office of the benefit
 1167  corporation is located or, if no office is located in this
 1168  state, the county in which its registered office is located,
 1169  may, after a shareholder of the benefit corporation requests a
 1170  copy, summarily order the corporation to furnish the report. If
 1171  the court orders the report to be furnished, the court may also
 1172  order the benefit corporation to pay the shareholder’s costs,
 1173  including reasonable attorney fees, which were incurred in
 1174  obtaining the order and otherwise enforce his or her rights
 1175  under this section.
 1176         Section 34. Subsection (1) of section 617.0401, Florida
 1177  Statutes, is amended to read:
 1178         617.0401 Corporate name.—
 1179         (1) A corporate name:
 1180         (a) Must contain the word “corporation” or “incorporated”
 1181  or the abbreviation “Corp.” “corp.” or “Inc.” “inc.” or words or
 1182  abbreviations of like import in language, as will clearly
 1183  indicate that it is a corporation instead of a natural person,
 1184  unincorporated association, or partnership. The name of the
 1185  corporation may not contain the word “company” or its
 1186  abbreviation “Co.” “co.”;
 1187         (b) May contain the word “cooperative” or “co-op” only if
 1188  the resulting name is distinguishable from the name of any
 1189  corporation, agricultural cooperative marketing association, or
 1190  nonprofit cooperative association existing or doing business in
 1191  this state under part I of chapter 607, chapter 618, or chapter
 1192  619.;
 1193         (c) May not contain language stating or implying that the
 1194  corporation is organized for a purpose other than that permitted
 1195  in this act and its articles of incorporation.;
 1196         (d) May not contain language stating or implying that the
 1197  corporation is connected with a state or federal government
 1198  agency or a corporation chartered under the laws of the United
 1199  States.; and
 1200         (e) Must be distinguishable from the names of all other
 1201  entities or filings that are on file with the Division of
 1202  Corporations, except fictitious name registrations pursuant to
 1203  s. 865.09, general partnership registrations pursuant to s.
 1204  620.8105, and limited liability partnership statements pursuant
 1205  to s. 620.9001 which are organized, registered, or reserved
 1206  under the laws of this state, that are on file with the Division
 1207  of Corporations. A name that is different from a name of another
 1208  entity or filing due to any of the following is not considered
 1209  distinguishable:
 1210         1. A suffix.
 1211         2. A definite or indefinite article.
 1212         3. The word “and” and the symbol “&.”
 1213         4. The singular, plural, or possessive form of a word.
 1214         5. A recognized abbreviation of a root word.
 1215         6. A punctuation mark or a symbol.
 1216         Section 35. Subsection (4) of section 620.1108, Florida
 1217  Statutes, is amended to read:
 1218         620.1108 Name.—
 1219         (4) The name of a limited partnership must be
 1220  distinguishable in the records of the Department of State from
 1221  the names of all other entities or filings that are on file with
 1222  the Department of State, except fictitious name registrations
 1223  pursuant to s. 865.09, general partnership registrations
 1224  pursuant to s. 620.8105, and limited liability partnership
 1225  statements pursuant to s. 620.9001 which are organized,
 1226  registered, or reserved under the laws of this state, the names
 1227  of which are on file with the Department of State. A name that
 1228  is different from the name of another entity or filing due to
 1229  any of the following is not considered distinguishable:
 1230         (a)A suffix.
 1231         (b)A definite or indefinite article.
 1232         (c)The word “and” and the symbol “&.”
 1233         (d) The singular, plural, or possessive form of a word.
 1234         (e)A recognized abbreviation of a root word.
 1235         (f)A punctuation mark or a symbol.
 1236         Section 36. Subsection (1) of section 48.091, Florida
 1237  Statutes, is amended to read:
 1238         48.091 Corporations; designation of registered agent and
 1239  registered office.—
 1240         (1) Every Florida corporation and every foreign corporation
 1241  now qualified or hereafter qualifying to transact business in
 1242  this state shall designate a registered agent and registered
 1243  office in accordance with part I of chapter 607.
 1244         Section 37. Paragraph (d) of subsection (6) of section
 1245  215.555, Florida Statutes, is amended to read:
 1246         215.555 Florida Hurricane Catastrophe Fund.—
 1247         (6) REVENUE BONDS.—
 1248         (d) State Board of Administration Finance Corporation.—
 1249         1. In addition to the findings and declarations in
 1250  subsection (1), the Legislature also finds and declares that:
 1251         a. The public benefits corporation created under this
 1252  paragraph will provide a mechanism necessary for the cost
 1253  effective and efficient issuance of bonds. This mechanism will
 1254  eliminate unnecessary costs in the bond issuance process,
 1255  thereby increasing the amounts available to pay reimbursement
 1256  for losses to property sustained as a result of hurricane
 1257  damage.
 1258         b. The purpose of such bonds is to fund reimbursements
 1259  through the Florida Hurricane Catastrophe Fund to pay for the
 1260  costs of construction, reconstruction, repair, restoration, and
 1261  other costs associated with damage to properties of
 1262  policyholders of covered policies due to the occurrence of a
 1263  hurricane.
 1264         c. The efficacy of the financing mechanism will be enhanced
 1265  by the corporation’s ownership of the assessments, by the
 1266  insulation of the assessments from possible bankruptcy
 1267  proceedings, and by covenants of the state with the
 1268  corporation’s bondholders.
 1269         2.a. There is created a public benefits corporation, which
 1270  is an instrumentality of the state, to be known as the State
 1271  Board of Administration Finance Corporation.
 1272         b. The corporation shall operate under a five-member board
 1273  of directors consisting of the Governor or a designee, the Chief
 1274  Financial Officer or a designee, the Attorney General or a
 1275  designee, the director of the Division of Bond Finance of the
 1276  State Board of Administration, and the Chief Operating Officer
 1277  of the Florida Hurricane Catastrophe Fund.
 1278         c. The corporation has all of the powers of corporations
 1279  under part I of chapter 607 and under chapter 617, subject only
 1280  to the provisions of this subsection.
 1281         d. The corporation may issue bonds and engage in such other
 1282  financial transactions as are necessary to provide sufficient
 1283  funds to achieve the purposes of this section.
 1284         e. The corporation may invest in any of the investments
 1285  authorized under s. 215.47.
 1286         f. There shall be no liability on the part of, and no cause
 1287  of action shall arise against, any board members or employees of
 1288  the corporation for any actions taken by them in the performance
 1289  of their duties under this paragraph.
 1290         3.a. In actions under chapter 75 to validate any bonds
 1291  issued by the corporation, the notice required under by s. 75.06
 1292  shall be published in two newspapers of general circulation in
 1293  the state, and the complaint and order of the court shall be
 1294  served only on the State Attorney of the Second Judicial
 1295  Circuit.
 1296         b. The state hereby covenants with holders of bonds of the
 1297  corporation that the state will not repeal or abrogate the power
 1298  of the board to direct the Office of Insurance Regulation to
 1299  levy the assessments and to collect the proceeds of the revenues
 1300  pledged to the payment of such bonds as long as any such bonds
 1301  remain outstanding unless adequate provision has been made for
 1302  the payment of such bonds pursuant to the documents authorizing
 1303  the issuance of such bonds.
 1304         4. The bonds of the corporation are not a debt of the state
 1305  or of any political subdivision, and neither the state nor any
 1306  political subdivision is liable on such bonds. The corporation
 1307  does not have the power to pledge the credit, the revenues, or
 1308  the taxing power of the state or of any political subdivision.
 1309  The credit, revenues, or taxing power of the state or of any
 1310  political subdivision shall not be deemed to be pledged to the
 1311  payment of any bonds of the corporation.
 1312         5.a. The property, revenues, and other assets of the
 1313  corporation; the transactions and operations of the corporation
 1314  and the income from such transactions and operations; and all
 1315  bonds issued under this paragraph and interest on such bonds are
 1316  exempt from taxation by the state and any political subdivision,
 1317  including the intangibles tax under chapter 199 and the income
 1318  tax under chapter 220. This exemption does not apply to any tax
 1319  imposed by chapter 220 on interest, income, or profits on debt
 1320  obligations owned by corporations other than the State Board of
 1321  Administration Finance Corporation.
 1322         b. All bonds of the corporation shall be and constitute
 1323  legal investments without limitation for all public bodies of
 1324  this state; for all banks, trust companies, savings banks,
 1325  savings associations, savings and loan associations, and
 1326  investment companies; for all administrators, executors,
 1327  trustees, and other fiduciaries; for all insurance companies and
 1328  associations and other persons carrying on an insurance
 1329  business; and for all other persons who are now or may hereafter
 1330  be authorized to invest in bonds or other obligations of the
 1331  state and shall be and constitute eligible securities to be
 1332  deposited as collateral for the security of any state, county,
 1333  municipal, or other public funds. This sub-subparagraph is shall
 1334  be considered as additional and supplemental authority and may
 1335  shall not be limited without specific reference to this sub
 1336  subparagraph.
 1337         6. The corporation and its corporate existence continues
 1338  shall continue until terminated by law; however, no such law may
 1339  not shall take effect as long as the corporation has bonds
 1340  outstanding unless adequate provision has been made for the
 1341  payment of such bonds pursuant to the documents authorizing the
 1342  issuance of such bonds. Upon termination of the existence of the
 1343  corporation, all of its rights and properties in excess of its
 1344  obligations shall pass to and be vested in the state.
 1345         7. The State Board of Administration Finance Corporation is
 1346  for all purposes the successor to the Florida Hurricane
 1347  Catastrophe Fund Finance Corporation.
 1348         Section 38. Subsection (1) of section 243.54, Florida
 1349  Statutes, is amended to read:
 1350         243.54 Powers of the authority.—The purpose of the
 1351  authority is to assist institutions of higher education in
 1352  constructing, financing, and refinancing projects throughout the
 1353  state and, for this purpose, the authority may:
 1354         (1) Exercise all powers granted to corporations under part
 1355  I of the Florida Business Corporation Act, chapter 607.
 1356         Section 39. Section 310.171, Florida Statutes, is amended
 1357  to read:
 1358         310.171 Pilots may incorporate themselves.—Any one or more
 1359  licensed state pilots may incorporate in the manner provided
 1360  under part I of chapter 607 or chapter 621.
 1361         Section 40. Section 310.181, Florida Statutes, is amended
 1362  to read:
 1363         310.181 Corporate powers.—All the rights, powers, and
 1364  liabilities conferred or imposed by the laws of Florida relating
 1365  to corporations for profit organized under part I of chapter 607
 1366  or under chapter 608 before January 1, 1976, or to corporations
 1367  organized under chapter 621 shall apply to corporations
 1368  organized pursuant to s. 310.171.
 1369         Section 41. Paragraph (c) of subsection (4) of section
 1370  329.10, Florida Statutes, is amended to read:
 1371         329.10 Aircraft registration.—
 1372         (4) It is a violation of this section for any person or
 1373  corporate entity to knowingly supply false information to any
 1374  governmental entity in regard to ownership by it or another
 1375  firm, business, or corporation of an aircraft in or operated in
 1376  this state if it is determined that such corporate entity or
 1377  other firm, business, or corporation:
 1378         (c) Has lapsed into a state of no longer being a legal
 1379  entity in this state as defined in part I of chapter 607 or s.
 1380  865.09, and no documented attempt has been made to correct such
 1381  information with the governmental entity for a period of 90 days
 1382  after the date on which such lapse took effect with the
 1383  Secretary of State.
 1384         Section 42. Subsection (1) of section 339.412, Florida
 1385  Statutes, is amended to read:
 1386         339.412 Powers of corporation.—As to designated projects
 1387  and in addition to other powers prescribed by law, a corporation
 1388  may exercise the following powers with respect to the promotion
 1389  and development of transportation facilities, pursuant to a
 1390  written contract for the same, together with all powers
 1391  incidental thereto or necessary for the performance of those
 1392  hereinafter stated:
 1393         (1) The corporation may exercise all the powers as granted
 1394  by the department to work directly with landowners, local and
 1395  state governmental agencies, elected officials, and any other
 1396  person to support those activities required to promote and
 1397  develop the projects. These activities shall include:
 1398         (a) Acquiring, holding, investing, and administering
 1399  property and transferring title of such property to the
 1400  department for development of projects on behalf of the
 1401  department;
 1402         (b) Performing preliminary and final alignment studies in a
 1403  manner consistent with state and federal laws;
 1404         (c) Receiving contributions of land for rights-of-way and
 1405  cash donations to be applied to the purchase of rights-of-way
 1406  not donated or to be applied to the design or construction of
 1407  the projects;
 1408         (d) Reviewing candidates for advisory directorships and
 1409  adding or removing such advisory directors as may be
 1410  appropriate;
 1411         (e) Retaining such administrative staff and legal, public
 1412  relations, and engineering services as may be required for the
 1413  development of the projects and paying such employees and
 1414  consultants from funds donated for this purpose;
 1415         (f) Preparing such exhibits, right-of-way documents,
 1416  environmental reports, schematics, and preliminary and final
 1417  engineering plans as are necessary for the development of the
 1418  projects;
 1419         (g) Borrowing money to meet any expenses or needs
 1420  associated with the regular operations of the corporation or a
 1421  particular project; provided, however, that no corporation shall
 1422  have the power to issue bonds, the provisions of part I of
 1423  chapter chapters 607 and chapter 617 notwithstanding;
 1424         (h) Making official presentations to the state and other
 1425  affected agencies or groups concerning the development of the
 1426  projects;
 1427         (i) Issuing press releases and other material to promote
 1428  the activities of the projects; and
 1429         (j) Performing any other functions requested by the
 1430  department in order to promote and develop the projects.
 1431  
 1432  Nothing in this act empowers the corporation to enter into any
 1433  contracts for construction or to undertake any construction, on
 1434  behalf of the department.
 1435         Section 43. Subsection (4) of section 420.101, Florida
 1436  Statutes, is amended to read:
 1437         420.101 Housing Development Corporation of Florida;
 1438  creation, membership, and purposes.—
 1439         (4) Whenever the articles of incorporation have been filed
 1440  in the Department of State and approved by it and all filing
 1441  fees and taxes prescribed by part I of chapter 607 have been
 1442  paid, the subscribers and their successors and assigns shall
 1443  constitute a corporation, and the corporation shall then be
 1444  authorized to commence business, and stock thereof to the extent
 1445  herein or hereafter duly authorized may from time to time be
 1446  issued.
 1447         Section 44. Section 420.111, Florida Statutes, is amended
 1448  to read:
 1449         420.111 Housing Development Corporation of Florida;
 1450  additional powers.—In furtherance of its purposes and in
 1451  addition to the powers now or hereafter conferred on business
 1452  corporations by part I of chapter 607, the corporation shall,
 1453  subject to the restrictions and limitations herein contained in
 1454  this section, have the following powers:
 1455         (1) To elect, appoint, and employ officers, agents and
 1456  employees and to make contracts and incur liabilities for any of
 1457  the purposes of the corporation, except that the corporation may
 1458  shall not incur any secondary liability by way of guaranty or
 1459  endorsement of the obligations of any person, firm, corporation,
 1460  joint-stock company, association, or trust, or in any other
 1461  manner.
 1462         (2) To borrow money from its stockholders, other financial
 1463  institutions, and state and federal agencies for any of the
 1464  purposes of the corporation; to issue therefor its bonds,
 1465  debentures, notes, or other evidences of indebtedness, whether
 1466  secured or unsecured, and to secure the same by mortgage,
 1467  pledge, deed of trust, or other lien on its property,
 1468  franchises, rights, and privileges of every kind and nature, or
 1469  any part thereof or interest therein, without securing
 1470  stockholder approval.
 1471         (3) To make loans to any person, firm, corporation, joint
 1472  stock company, association, or trust and to regulate the terms
 1473  and conditions with respect to any such loans and the charges
 1474  for interest and service connected therewith, provided subsidies
 1475  may be in the form of below market interest rates or such other
 1476  assistance as determined by the board with the concurrence of
 1477  the applicable regulatory agencies governing the several
 1478  stockholder industries.
 1479         (4) To purchase, receive, hold, lease, or otherwise
 1480  acquire, and to sell, convey, transfer, lease, or otherwise
 1481  dispose of, real and personal property, together with such
 1482  rights and privileges as may be incidental and appurtenant
 1483  thereto and the use thereof, including, but not restricted to,
 1484  any real or personal property acquired by the corporation from
 1485  time to time in the satisfaction of debts or enforcement of
 1486  obligations.
 1487         (5) For the purposes of foreclosure, to acquire the good
 1488  will, business, rights, real and personal property, and other
 1489  assets, or any part thereof, or interest therein, of any
 1490  persons, firms, corporations, joint-stock companies,
 1491  associations or trusts, and to assume, undertake, or pay the
 1492  obligations, debts and liabilities of any such person, firm,
 1493  corporation, joint-stock company, association or trust; to
 1494  acquire improved or unimproved real estate for the purpose of
 1495  constructing new housing or rehabilitation thereof; for the
 1496  purposes of disposing of such real estate to others for the
 1497  construction of housing or rehabilitation thereof; and to
 1498  acquire, construct or reconstruct, alter, repair, maintain,
 1499  operate, sell, convey, transfer, lease, or otherwise dispose of
 1500  such housing, provided, however that nothing herein contained
 1501  shall authorize the acquisition, construction, reconstruction,
 1502  or operation of any public lodging establishment as defined in
 1503  chapter 509.
 1504         (6) To acquire, subscribe for, own, hold, sell, assign,
 1505  transfer, mortgage, pledge, or otherwise dispose of the stock,
 1506  shares, bonds, debentures, notes, or other securities and
 1507  evidences of interest in, or indebtedness of, any person, firm,
 1508  corporation, joint-stock company, association, or trust, and,
 1509  while the owner or holder thereof, to exercise all the rights,
 1510  powers, and privileges of ownership, including the right to vote
 1511  thereon.
 1512         (7) To mortgage, pledge, or otherwise encumber any
 1513  property, right, or thing of value, acquired pursuant to the
 1514  powers contained in subsection (4), subsection (5), or
 1515  subsection (6), as security for the payment of any part of the
 1516  purchase price thereof.
 1517         (8) To cooperate with, and avail itself of the facilities
 1518  of, the United States Department of Housing and Urban
 1519  Development, the Department of Economic Opportunity, and any
 1520  other similar local, state, or Federal Government agency; and to
 1521  cooperate with and assist, and otherwise encourage,
 1522  organizations in the various communities of the state on the
 1523  promotion, assistance, and development of the housing and
 1524  economic welfare of such communities or of this state or any
 1525  part thereof.
 1526         (9) To do all acts and things necessary or convenient to
 1527  carry out the powers expressly granted in this part.
 1528         Section 45. Subsection (2) of section 420.161, Florida
 1529  Statutes, is amended to read:
 1530         420.161 Housing Development Corporation of Florida; period
 1531  of existence; method of dissolution.—
 1532         (2) The corporation may, upon the affirmative vote of two
 1533  thirds of the votes to which the stockholders are shall be
 1534  entitled, dissolve the said corporation as provided under part I
 1535  of by chapter 607, as long as that part does insofar as chapter
 1536  607 is not in conflict with the provisions of this act. Upon any
 1537  dissolution of the corporation, none of the corporation’s assets
 1538  may not shall be distributed to the stockholders until all sums
 1539  due the members of the corporation as creditors thereof have
 1540  been paid in full.
 1541         Section 46. Subsection (9) of section 440.02, Florida
 1542  Statutes, is amended to read:
 1543         440.02 Definitions.—When used in this chapter, unless the
 1544  context clearly requires otherwise, the following terms shall
 1545  have the following meanings:
 1546         (9) “Corporate officer” or “officer of a corporation” means
 1547  any person who fills an office provided for in the corporate
 1548  charter or articles of incorporation filed with the Division of
 1549  Corporations of the Department of State or as authorized
 1550  permitted or required under part I of by chapter 607. The term
 1551  “officer of a corporation” includes a member owning at least 10
 1552  percent of a limited liability company created and approved
 1553  under chapter 608.
 1554         Section 47. Paragraph (d) of subsection (10) of section
 1555  440.386, Florida Statutes, is amended to read:
 1556         440.386 Individual self-insurers’ insolvency; conservation;
 1557  liquidation.—
 1558         (10) TRANSFERS PRIOR TO PETITION.—
 1559         (d) The personal liability of the officers or directors of
 1560  an insolvent individual self-insurer is shall be subject to part
 1561  I of the provisions of chapter 607 and the penalties provided
 1562  therein.
 1563         Section 48. Subsection (3) of section 609.08, Florida
 1564  Statutes, is amended to read:
 1565         609.08 Merger of association into wholly owned subsidiary
 1566  corporation; dissenters’ rights of appraisal.—
 1567         (3) If the surviving corporation is to be governed by the
 1568  laws of any jurisdiction other than this state, it shall comply
 1569  with part I of the provisions of chapter 607 with respect to
 1570  foreign corporations if it is to transact business in this
 1571  state, and in every case it shall file with the Department of
 1572  State of this state:
 1573         (a) An agreement that it may be served with process in this
 1574  state in any proceeding for the enforcement of any obligation of
 1575  the association and in any proceeding for the enforcement of any
 1576  rights under the declaration of trust of the association of a
 1577  dissenting shareholder of the association against the surviving
 1578  corporation.
 1579         (b) An irrevocable appointment of the Secretary of State as
 1580  its agent to accept service of process in any such proceeding.
 1581         (c) An agreement that it will promptly pay to the
 1582  dissenting shareholders of the association the amount, if any,
 1583  to which they are shall be entitled under the provisions of its
 1584  declaration of trust with respect to the rights of dissenting
 1585  shareholders.
 1586         Section 49. Section 617.1908, Florida Statutes, is amended
 1587  to read:
 1588         617.1908 Applicability of Florida Business Corporation
 1589  Act.—Except as otherwise made applicable by specific reference
 1590  in any other section of this chapter, part I the provisions of
 1591  chapter 607, the Florida Business Corporation Act, does shall
 1592  not apply to any corporations not for profit.
 1593         Section 50. Section 618.221, Florida Statutes, is amended
 1594  to read:
 1595         618.221 Conversion into a corporation for profit.—Any
 1596  association incorporated under or that has adopted the
 1597  provisions of this chapter, may, by a majority vote of its
 1598  stockholders or members be brought under part I of the
 1599  provisions of chapter 607, as a corporation for profit by
 1600  surrendering all right to carry on its business under this
 1601  chapter, and the privileges and immunities incident thereto. It
 1602  shall make out in duplicate a statement signed and sworn to by
 1603  its directors to the effect that the association has, by a
 1604  majority vote of its stockholders or members, decided to
 1605  surrender all rights, powers, and privileges as a nonprofit
 1606  cooperative marketing association under this chapter and to do
 1607  business under and be bound by part I of the provisions of said
 1608  chapter 607, as a corporation for profit and has authorized all
 1609  changes accordingly. Articles of incorporation shall be
 1610  delivered to the Department of State for filing as required
 1611  under part I of chapter 607 in and by s. 607.164, except that
 1612  they shall be signed by the members of the then board of
 1613  directors. The filing fees and taxes shall be as provided under
 1614  part I of in chapter 607. Such articles of incorporation shall
 1615  adequately protect and preserve the relative rights of the
 1616  stockholders or members of the association so converting into a
 1617  corporation for profit; provided that no rights or obligations
 1618  due any stockholder or member of such association or any other
 1619  person, firm, or corporation which has not been waived or
 1620  satisfied shall be impaired by such conversion into a
 1621  corporation for profit as herein authorized.
 1622         Section 51. Section 619.04, Florida Statutes, is amended to
 1623  read:
 1624         619.04 Articles of incorporation.—Each association formed
 1625  under this chapter must prepare and file articles of
 1626  incorporation in the same manner and under the same regulations
 1627  as required under part I of chapter 607, and therein shall set
 1628  forth:
 1629         (1) The name of the association.
 1630         (2) The purpose for which it is formed.
 1631         (3) The place where its principal business will be
 1632  transacted.
 1633         (4) The term for which it is to exist, not exceeding 50
 1634  years.
 1635         (5) The number of directors thereof, which must not be less
 1636  than three and which may be any number in excess thereof, and
 1637  the names and residences of those selected for the first year
 1638  and until their successors shall have been elected and shall
 1639  have accepted office.
 1640         (6) Whether the voting power and the property rights and
 1641  interest of each member shall be equal, or unequal, and if
 1642  unequal these articles shall set forth a general rule applicable
 1643  to all members by which the voting power and the property rights
 1644  and interests, respectively, of each member may and shall be
 1645  determined and fixed, but the association shall have power to
 1646  admit new members, who shall be entitled to vote and to share in
 1647  the property of the association with the old members, in
 1648  accordance with such general rule. This provision of the
 1649  articles of incorporation may shall not be altered, amended, or
 1650  repealed except by the unanimous written consent or the vote of
 1651  all the members.
 1652         (7) Said articles must be subscribed by the original
 1653  members and acknowledged by one of them before an officer
 1654  authorized by the law of this state to take and certify
 1655  acknowledgments of deeds of conveyance, and shall be filed in
 1656  accordance with the provisions of law, and when so filed the
 1657  said articles of incorporation or certified copies thereof shall
 1658  be received in all the courts of this state and other places as
 1659  prima facie evidence of the facts contained therein.
 1660         Section 52. Subsection (3) of section 624.430, Florida
 1661  Statutes, is amended to read:
 1662         624.430 Withdrawal of insurer or discontinuance of writing
 1663  certain kinds or lines of insurance.—
 1664         (3) Upon office approval of the surrender of the
 1665  certificate of authority of a domestic property and casualty
 1666  insurer that is a corporation, the insurer may initiate the
 1667  dissolution of the corporation in accordance with the applicable
 1668  provisions of part I of chapter 607.
 1669         Section 53. Subsection (1) of section 624.462, Florida
 1670  Statutes, is amended to read:
 1671         624.462 Commercial self-insurance funds.—
 1672         (1) Any group of persons may form a commercial self
 1673  insurance fund for the purpose of pooling and spreading
 1674  liabilities of its group members in any commercial property or
 1675  casualty risk or surety insurance. Any fund established pursuant
 1676  to subparagraph (2)(a)1. may be organized as a corporation under
 1677  part I of chapter 607.
 1678         Section 54. Subsection (3) of section 624.489, Florida
 1679  Statutes, is amended to read:
 1680         624.489 Liability of trustees of self-insurance trust fund
 1681  and directors of self-insurance funds operating as
 1682  corporations.—
 1683         (3) The immunities from liability provided in this section
 1684  with respect to trustees also apply to members of the board of
 1685  directors of a commercial self-insurance fund organized as a
 1686  corporation under part I of chapter 607 if the board of
 1687  directors has contracted with an administrator authorized under
 1688  s. 626.88 to administer the day-to-day affairs of the fund.
 1689         Section 55. Section 628.041, Florida Statutes, is amended
 1690  to read:
 1691         628.041 Applicability of general corporation statutes.—The
 1692  applicable statutes of this state relating to the powers and
 1693  procedures of domestic private corporations formed for profit
 1694  shall apply to domestic stock insurers and to domestic mutual
 1695  insurers, except:
 1696         (1) As to any domestic mutual insurers incorporated
 1697  pursuant to chapter 617, which chapter shall govern such
 1698  insurers when in conflict with part I of chapter 607; and
 1699         (2) When in conflict with the express provisions of this
 1700  code.
 1701         Section 56. Subsection (4) of section 631.262, Florida
 1702  Statutes, is amended to read:
 1703         631.262 Transfers prior to petition.—
 1704         (4) The personal liability of the officers or directors of
 1705  an insolvent insurer is shall be subject to part I of the
 1706  provisions of chapter 607 and the penalties provided therein.
 1707         Section 57. Subsection (1) of section 636.204, Florida
 1708  Statutes, is amended to read:
 1709         636.204 License required.—
 1710         (1) Before doing business in this state as a discount
 1711  medical plan organization, an entity must be a corporation, a
 1712  limited liability company, or a limited partnership,
 1713  incorporated, organized, formed, or registered under the laws of
 1714  this state or authorized to transact business in this state in
 1715  accordance with part I of chapter 607, chapter 608, chapter 617,
 1716  chapter 620, or chapter 865, and must be licensed by the office
 1717  as a discount medical plan organization or be licensed by the
 1718  office pursuant to chapter 624, part I of this chapter, or
 1719  chapter 641.
 1720         Section 58. Section 641.2015, Florida Statutes, is amended
 1721  to read:
 1722         641.2015 Incorporation required.—On or after October 1,
 1723  1985, any entity that has not yet obtained a certificate of
 1724  authority to operate a health maintenance organization in this
 1725  state shall be incorporated or shall be a division of a
 1726  corporation formed under the provisions of either part I of
 1727  chapter 607 or chapter 617 or shall be a public entity that is
 1728  organized as a political subdivision. In the case of a division
 1729  of a corporation, the financial requirements of this part shall
 1730  apply to the entire corporation. Incorporation shall not be
 1731  required of any entity which has already been issued an initial
 1732  certificate of authority prior to this date and which is not a
 1733  corporation on October 1, 1985, or which is incorporated in any
 1734  other state on October 1, 1985; nor shall incorporation be
 1735  required on renewal of any certificate of authority by such an
 1736  organization or be required of a public entity that is organized
 1737  as a political subdivision.
 1738         Section 59. Subsection (1) of section 655.0201, Florida
 1739  Statutes, is amended to read:
 1740         655.0201 Service of process, notice, or demand on financial
 1741  institutions.—
 1742         (1) Process against any financial institution authorized by
 1743  federal or state law to transact business in this state may be
 1744  served in accordance with chapter 48, chapter 49, part I of
 1745  chapter 607, or chapter 608, as appropriate.
 1746         Section 60. Subsection (2) of section 658.23, Florida
 1747  Statutes, is amended to read:
 1748         658.23 Submission of articles of incorporation; contents;
 1749  form; approval; filing; commencement of corporate existence;
 1750  bylaws.—
 1751         (2) The articles of incorporation shall contain:
 1752         (a) The name of the proposed bank or trust company.
 1753         (b) The general nature of the business to be transacted or
 1754  a statement that the corporation may engage in any activity or
 1755  business permitted by law. Such statement shall authorize all
 1756  such activities and business by the corporation.
 1757         (c) The amount of capital stock authorized, showing the
 1758  maximum number of shares of par value common stock and of
 1759  preferred stock, and of every kind, class, or series of each,
 1760  together with the distinguishing characteristics and the par
 1761  value of all shares.
 1762         (d) The amount of capital with which the corporation will
 1763  begin business, which may shall not be less than the amount
 1764  required by the office pursuant to s. 658.21.
 1765         (e) A provision that the corporation is to have perpetual
 1766  existence unless existence is terminated pursuant to the
 1767  financial institutions codes.
 1768         (f) The initial street address of the main office of the
 1769  corporation, which shall be in this state.
 1770         (g) The number of directors, which shall be five or more,
 1771  and the names and street addresses of the members of the initial
 1772  board of directors.
 1773         (h) A provision for preemptive rights, if applicable.
 1774         (i) A provision authorizing the board of directors to
 1775  appoint additional directors, pursuant to s. 658.33, if
 1776  applicable.
 1777  
 1778  The office shall provide to the proposed directors form articles
 1779  of incorporation which must shall include only those provisions
 1780  required under by this section or under part I of by chapter
 1781  607. The form articles shall be acknowledged by the proposed
 1782  directors and returned to the office for filing with the
 1783  Department of State.
 1784         Section 61. Paragraph (c) of subsection (11) of section
 1785  658.2953, Florida Statutes, is amended to read:
 1786         658.2953 Interstate branching.—
 1787         (11) DE NOVO INTERSTATE BRANCHING BY STATE BANKS.—
 1788         (c) An out-of-state bank may establish and maintain a de
 1789  novo branch or acquire a branch in this state upon compliance
 1790  with part I of chapter 607 or chapter 608 relating to doing
 1791  business in this state as a foreign business entity, including
 1792  maintaining a registered agent for service of process and other
 1793  legal notice pursuant to s. 655.0201.
 1794         Section 62. Section 658.30, Florida Statutes, is amended to
 1795  read:
 1796         658.30 Application of the Florida Business Corporation
 1797  Act.—
 1798         (1) When not in direct conflict with or superseded by
 1799  specific provisions of the financial institutions codes, the
 1800  provisions of the Florida Business Corporation Act, part I of
 1801  chapter 607, shall extend to state banks and trust companies
 1802  formed under the financial institutions codes. This section
 1803  shall be liberally construed to accomplish the purposes stated
 1804  herein.
 1805         (2) Without limiting the generality of subsection (1),
 1806  stockholders, directors, and committees of state banks and trust
 1807  companies may hold meetings in any manner authorized permitted
 1808  by part I of chapter 607, and any action by stockholders,
 1809  directors, or committees required or authorized permitted to be
 1810  taken at a meeting may be taken without a meeting in any manner
 1811  authorized provided or permitted by part I of chapter 607.
 1812         Section 63. Subsection (3) of section 658.36, Florida
 1813  Statutes, is amended to read:
 1814         658.36 Changes in capital.—
 1815         (3) If a bank or trust company’s capital accounts have been
 1816  diminished by losses to less than the minimum required pursuant
 1817  to the financial institutions codes, the market value of its
 1818  shares of capital stock is less than the present par value, and
 1819  the bank or trust company cannot reasonably issue and sell new
 1820  shares of stock to restore its capital accounts at a share price
 1821  of par value or greater of the previously issued capital stock,
 1822  the office, notwithstanding any other provisions of part I of
 1823  chapter 607 or the financial institutions codes, may approve
 1824  special stock offering plans.
 1825         (a) Such plans may include, but are not limited to,
 1826  mechanisms for stock splits including reverse splits;
 1827  revaluations of par value of outstanding stock; changes in
 1828  voting rights, dividends, or other preferences; and creation of
 1829  new classes of stock.
 1830         (b) The plan must be approved by majority vote of the bank
 1831  or trust company’s entire board of directors and by holders of
 1832  two-thirds of the outstanding shares of stock.
 1833         (c) The office shall disapprove a plan that provides unfair
 1834  or disproportionate benefits to existing shareholders,
 1835  directors, executive officers, or their related interests. The
 1836  office shall also disapprove any plan that is not likely to
 1837  restore the capital accounts to sufficient levels to achieve a
 1838  sustainable, safe, and sound financial institution.
 1839         (d) For any bank or trust company that the office
 1840  determines to be a failing financial institution pursuant to s.
 1841  655.4185, the office may approve special stock offering plans
 1842  without a vote of the shareholders.
 1843         Section 64. Section 663.03, Florida Statutes, is amended to
 1844  read:
 1845         663.03 Applicability of the Florida Business Corporation
 1846  Act chapter 607.—Notwithstanding s. 607.01401(12) the definition
 1847  of the term “foreign corporation” appearing in s. 607.01401, all
 1848  of the provisions of part I of chapter 607 not in conflict with
 1849  the financial institutions codes which relate to foreign
 1850  corporations shall apply to all international banking
 1851  corporations and their offices doing business in this state.
 1852         Section 65. Subsection (3) of section 663.04, Florida
 1853  Statutes, is amended to read:
 1854         663.04 Requirements for carrying on financial institution
 1855  business.—An international banking corporation or trust company,
 1856  or any affiliate, subsidiary, or other person or business entity
 1857  acting as an agent for, on behalf of, or for the benefit of such
 1858  international banking corporation or trust company who engages
 1859  in such activities from an office located in this state, may not
 1860  transact a banking or trust business, or maintain in this state
 1861  any office for carrying on such business, or any part thereof,
 1862  unless such corporation, trust company, affiliate, subsidiary,
 1863  person, or business entity:
 1864         (3) Has filed with the office a certified copy of that
 1865  information required to be supplied to the Department of State
 1866  by those provisions of part I of chapter 607 which are
 1867  applicable to foreign corporations.
 1868         Section 66. Paragraph (a) of subsection (1) of section
 1869  663.301, Florida Statutes, is amended to read:
 1870         663.301 Definitions.—
 1871         (1) As used in this part:
 1872         (a) “International development bank” means a corporation
 1873  established for the purpose of promoting development in foreign
 1874  countries by directly or indirectly making funding available to
 1875  foreign business enterprises or foreign governments or by
 1876  providing financing in connection with import-export
 1877  transactions. Subject to the limitations contained in s.
 1878  663.313, an international development bank may be organized
 1879  either under chapter 617 as a corporation not for profit or
 1880  under part I of chapter 607 as a corporation for profit.
 1881         Section 67. Subsection (2) of section 663.306, Florida
 1882  Statutes, is amended to read:
 1883         663.306 Decision by office.—The office may, in its
 1884  discretion, approve or disapprove the application, but it shall
 1885  not approve the application unless it finds that:
 1886         (2) The proposed capital structure is adequate, but in no
 1887  case may the paid-in capital stock be:
 1888         (a) Less than $400,000 in the case of an international
 1889  development bank organized under chapter 617 as a corporation
 1890  not for profit; or
 1891         (b) The amount required for a state bank in the case of an
 1892  international development bank organized under part I of chapter
 1893  607 as a corporation for profit.
 1894  
 1895  The office may disallow any illegally obtained currency,
 1896  monetary instruments, funds, or other financial resources from
 1897  the capitalization requirements of this section.
 1898         Section 68. Subsection (4) of section 663.313, Florida
 1899  Statutes, is amended to read:
 1900         663.313 Ownership of stock.—
 1901         (4) All of the shares of voting stock of an international
 1902  development bank organized under part I of chapter 607 as a
 1903  corporation for profit shall be owned by a regional development
 1904  bank or by one or more wholly owned subsidiaries of a regional
 1905  development bank.
 1906         Section 69. Subsection (2) of section 718.111, Florida
 1907  Statutes, is amended to read:
 1908         718.111 The association.—
 1909         (2) POWERS AND DUTIES.—The powers and duties of the
 1910  association include those set forth in this section and, except
 1911  as expressly limited or restricted in this chapter, those set
 1912  forth in the declaration and bylaws and part I of chapter
 1913  chapters 607 and chapter 617, as applicable.
 1914         Section 70. Subsection (10) of section 719.104, Florida
 1915  Statutes, is amended to read:
 1916         719.104 Cooperatives; access to units; records; financial
 1917  reports; assessments; purchase of leases.—
 1918         (10) POWERS AND DUTIES.—The powers and duties of the
 1919  association include those set forth in this section and, except
 1920  as expressly limited or restricted in this chapter, those set
 1921  forth in the articles of incorporation and bylaws and part I of
 1922  chapter chapters 607 and chapter 617, as applicable.
 1923         Section 71. Subsection (5) of section 720.302, Florida
 1924  Statutes, is amended to read:
 1925         720.302 Purposes, scope, and application.—
 1926         (5) Unless expressly stated to the contrary, corporations
 1927  that operate residential homeowners’ associations in this state
 1928  shall be governed by and subject to part I of chapter 607, if
 1929  the association was incorporated under that part chapter, or to
 1930  chapter 617, if the association was incorporated under that
 1931  chapter, and this chapter. This subsection is intended to
 1932  clarify existing law.
 1933         Section 72. Paragraph (c) of subsection (1) of section
 1934  720.306, Florida Statutes, is amended to read:
 1935         720.306 Meetings of members; voting and election
 1936  procedures; amendments.—
 1937         (1) QUORUM; AMENDMENTS.—
 1938         (c) Unless otherwise provided in the governing documents as
 1939  originally recorded or permitted by this chapter or chapter 617,
 1940  an amendment may not materially and adversely alter the
 1941  proportionate voting interest appurtenant to a parcel or
 1942  increase the proportion or percentage by which a parcel shares
 1943  in the common expenses of the association unless the record
 1944  parcel owner and all record owners of liens on the parcels join
 1945  in the execution of the amendment. For purposes of this section,
 1946  a change in quorum requirements is not an alteration of voting
 1947  interests. The merger or consolidation of one or more
 1948  associations under a plan of merger or consolidation under part
 1949  I of chapter 607 or chapter 617 is shall not be considered a
 1950  material or adverse alteration of the proportionate voting
 1951  interest appurtenant to a parcel.
 1952         Section 73. Paragraph (a) of subsection (1) of section
 1953  766.101, Florida Statutes, is amended to read:
 1954         766.101 Medical review committee, immunity from liability.—
 1955         (1) As used in this section:
 1956         (a) The term “medical review committee” or “committee”
 1957  means:
 1958         1.a. A committee of a hospital or ambulatory surgical
 1959  center licensed under chapter 395 or a health maintenance
 1960  organization certificated under part I of chapter 641;,
 1961         b. A committee of a physician-hospital organization, a
 1962  provider-sponsored organization, or an integrated delivery
 1963  system;,
 1964         c. A committee of a state or local professional society of
 1965  health care providers;,
 1966         d. A committee of a medical staff of a licensed hospital or
 1967  nursing home, provided the medical staff operates pursuant to
 1968  written bylaws that have been approved by the governing board of
 1969  the hospital or nursing home;,
 1970         e. A committee of the Department of Corrections or the
 1971  Correctional Medical Authority as created under s. 945.602, or
 1972  employees, agents, or consultants of either the department or
 1973  the authority or both;,
 1974         f. A committee of a professional service corporation formed
 1975  under chapter 621 or a corporation organized under part I of
 1976  chapter 607 or chapter 617, which is formed and operated for the
 1977  practice of medicine as defined in s. 458.305(3), and which has
 1978  at least 25 health care providers who routinely provide health
 1979  care services directly to patients;,
 1980         g. A committee of the Department of Children and Families
 1981  Family Services which includes employees, agents, or consultants
 1982  to the department as deemed necessary to provide peer review,
 1983  utilization review, and mortality review of treatment services
 1984  provided pursuant to chapters 394, 397, and 916;,
 1985         h. A committee of a mental health treatment facility
 1986  licensed under chapter 394 or a community mental health center
 1987  as defined in s. 394.907, provided the quality assurance program
 1988  operates pursuant to the guidelines that which have been
 1989  approved by the governing board of the agency;,
 1990         i. A committee of a substance abuse treatment and education
 1991  prevention program licensed under chapter 397 provided the
 1992  quality assurance program operates pursuant to the guidelines
 1993  that which have been approved by the governing board of the
 1994  agency;,
 1995         j. A peer review or utilization review committee organized
 1996  under chapter 440;,
 1997         k. A committee of the Department of Health, a county health
 1998  department, healthy start coalition, or certified rural health
 1999  network, when reviewing quality of care, or employees of these
 2000  entities when reviewing mortality records;, or
 2001         l. A continuous quality improvement committee of a pharmacy
 2002  licensed pursuant to chapter 465,
 2003  
 2004  which committee is formed to evaluate and improve the quality of
 2005  health care rendered by providers of health service, to
 2006  determine that health services rendered were professionally
 2007  indicated or were performed in compliance with the applicable
 2008  standard of care, or that the cost of health care rendered was
 2009  considered reasonable by the providers of professional health
 2010  services in the area; or
 2011         2. A committee of an insurer, self-insurer, or joint
 2012  underwriting association of medical malpractice insurance, or
 2013  other persons conducting review under s. 766.106.
 2014         Section 74. Subsection (14) of section 865.09, Florida
 2015  Statutes, is amended to read:
 2016         865.09 Fictitious name registration.—
 2017         (14) PROHIBITION.—A fictitious name registered as provided
 2018  in this section may not contain the words “Corporation” or
 2019  “Incorporated,” or the abbreviations “Corp.” or “Inc.,” unless
 2020  the person or business for which the name is registered is
 2021  incorporated or has obtained a certificate of authority to
 2022  transact business in this state pursuant to part I of chapter
 2023  607 or chapter 617.
 2024         Section 75. This act shall take effect July 1, 2014.