Florida Senate - 2014                       CS for CS for SB 654
       
       
        
       By the Committees on Judiciary; and Commerce and Tourism; and
       Senators Clemens and Richter
       
       
       
       
       590-02757-14                                           2014654c2
    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 “General
    9         Provisions”; 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 “GENERAL PROVISIONS.”
  143         Section 3. Section 607.0101, Florida Statutes, is amended
  144  to read:
  145         607.0101 Short title.—This chapter act shall be known and
  146  may 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 all or
  461  substantially all of the assets of a social purpose corporation
  462  is not effective unless the transaction is approved by the
  463  minimum status vote. However, a minimum status vote is not
  464  required if the transaction is in the usual and regular course
  465  of business, is pursuant to court order, or is a sale pursuant
  466  to which all or a substantial portion of the net proceeds of the
  467  sale will be distributed to the shareholders within 1 year after
  468  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 public benefit or specific public benefits
  509  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.
  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.
  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.
  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. The annual benefit report must include all of the
  650  following:
  651         (a) A narrative description of:
  652         1. The ways in which the social purpose corporation pursued
  653  a public benefit during the year and the extent to which a
  654  public benefit was created.
  655         2. Any circumstance that has hindered the pursuit or
  656  creation of a public benefit by the social purpose corporation.
  657         3. The process and rationale for selecting or changing the
  658  third-party standard used to prepare the benefit report, if the
  659  articles of incorporation of the social purpose corporation
  660  require, or the board of directors determines, that the annual
  661  benefit report must be prepared in accordance with a third-party
  662  standard.
  663         (b) If the articles of incorporation of the social purpose
  664  corporation require, or the board of directors determines, that
  665  the annual benefit report must be prepared in accordance with a
  666  third-party standard, the third-party standard must be:
  667         1. Applied consistently with any previous application in
  668  prior annual benefit reports; or
  669         2. Accompanied by an explanation of the reasons for
  670  inconsistent application or any change in the standard from the
  671  immediate prior report.
  672         (c) The name of the benefit director and the benefit
  673  officer, if those positions exist, and the respective addresses
  674  to which correspondence may be directed.
  675         (d) If the corporation has a benefit director, his or her
  676  statement as provided in s. 607.508(3).
  677         (e) If the articles of incorporation of the social purpose
  678  corporation require, or the board of directors determines, that
  679  the annual benefit report must be prepared in accordance with a
  680  third-party standard, a statement of any connection between the
  681  organization that established the third-party standard, or its
  682  directors, officers, or any holder of 5 percent or more of the
  683  governance interests in the organization, and the social purpose
  684  corporation or its directors, officers, or any holder of 5
  685  percent or more of the outstanding shares of the social purpose
  686  corporation, including any financial or governance relationship
  687  that might materially affect the credibility of the use of the
  688  third-party standard.
  689         (2) If, during the year covered by an annual benefit
  690  report, a benefit director resigned from, or refused to stand
  691  for reelection to, his or her position, or was removed from his
  692  or her position, and he or she furnished written correspondence
  693  to the social purpose corporation concerning the circumstances
  694  surrounding his or her departure, that correspondence must be
  695  included as an exhibit in the annual benefit report.
  696         (3)The annual benefit report and the assessment of the
  697  performance of the social purpose corporation in the annual
  698  benefit report required under paragraph (1)(b) are not required
  699  to be audited or certified by a third-party standards provider.
  700         Section 19. Section 607.513, Florida Statutes, is created
  701  to read:
  702         607.513Availability of annual benefit report.—
  703         (1)Each social purpose corporation shall send its annual
  704  benefit report to each shareholder:
  705         (a) Within 120 days after the end of the fiscal year of the
  706  social purpose corporation; or
  707         (b) At the same time that the social purpose corporation
  708  delivers any other annual report to its shareholders.
  709         (2)A social purpose corporation shall post each annual
  710  benefit report on the public portion of its website, if any, and
  711  it shall remain posted for at least 3 years.
  712         (3)If a social purpose corporation does not have a
  713  website, the corporation shall provide a copy of its most recent
  714  annual benefit report, without charge, to any person who
  715  requests a copy.
  716         (4) If a social purpose corporation does not comply with
  717  the annual benefit report delivery requirement, the circuit
  718  court in the county in which the principal office of the social
  719  purpose corporation is located or, if no office is located in
  720  this state, the county in which its registered office is
  721  located, may, after a shareholder of the social purpose
  722  corporation requests a copy, summarily order the corporation to
  723  furnish the annual benefit report. If the court orders the
  724  annual benefit report to be furnished, the court may also order
  725  the social purpose corporation to pay the shareholder’s costs,
  726  including reasonable attorney fees, which were incurred in
  727  obtaining the order and otherwise enforce his or her rights
  728  under this section.
  729         Section 20. Sections 607.601 through 607.613, Florida
  730  Statutes, are designated as part III of chapter 607, Florida
  731  Statutes, entitled “BENEFIT CORPORATIONS.”
  732         Section 21. Section 607.601, Florida Statutes, is created
  733  to read:
  734         607.601Application and effect of part.—
  735         (1) This part applies to a benefit corporation and does not
  736  affect a corporation that is not a benefit corporation.
  737         (2) Except as provided in this part, this chapter applies
  738  generally to all benefit corporations.
  739         (3) A benefit corporation may be simultaneously subject to
  740  this part and to one or more chapters, including chapter 621. In
  741  such event, this part takes precedence with respect to a benefit
  742  corporation.
  743         (4) Except as authorized by this part, a provision of the
  744  articles of incorporation or bylaws of a benefit corporation, or
  745  a shareholders agreement among shareholders of a benefit
  746  corporation, may not limit, be inconsistent with, or supersede a
  747  provision of this part.
  748         Section 22. Section 607.602, Florida Statutes, is created
  749  to read:
  750         607.602Definitions.—As used in this part, unless the
  751  context otherwise requires, the term:
  752         (1)“Benefit corporation” means a corporation that is
  753  formed, or has elected to become, subject to this part, the
  754  status of which as a benefit corporation has not been
  755  terminated.
  756         (2)“Benefit director” means:
  757         (a) The director designated as the benefit director of a
  758  benefit corporation under s. 607.608; or
  759         (b) A person with one or more of the powers, duties, or
  760  rights of a benefit director to the extent provided in the
  761  articles of incorporation or bylaws under s. 607.608.
  762         (3)“Benefit enforcement proceeding” means any claim or
  763  action for:
  764         (a) The failure of a benefit corporation to pursue or
  765  create general public benefit or a specific public benefit
  766  purpose set forth in its articles of incorporation; or
  767         (b) A violation of any obligation, duty, or standard of
  768  conduct under this part.
  769         (4)“Benefit officer” means the individual designated as
  770  the benefit officer of a benefit corporation under s. 607.610.
  771         (5)“General public benefit” means a material, positive
  772  effect on society and the environment, taken as a whole, as
  773  assessed using a third-party standard which is attributable to
  774  the business and operations of a benefit corporation.
  775         (6)“Independent” means not having a material relationship
  776  with the benefit corporation or a subsidiary of the benefit
  777  corporation. A person does not have a material relationship
  778  solely by virtue of serving as the benefit director or benefit
  779  officer of the benefit corporation or a subsidiary of the
  780  benefit corporation. In determining whether a director or
  781  officer is independent, a material relationship between an
  782  individual and a benefit corporation or any of its subsidiaries
  783  will be conclusively presumed to exist, at the time independence
  784  is to be determined, if any of the following apply:
  785         (a) The individual is or has been within the prior 3 years
  786  an employee, other than a benefit officer, of the benefit
  787  corporation or a subsidiary.
  788         (b) An immediate family member of the individual is or has
  789  been within the prior 3 years an executive officer, other than a
  790  benefit officer, of the benefit corporation or a subsidiary.
  791         (c) When ownership is calculated as if all outstanding
  792  rights to acquire equity interests in the benefit corporation
  793  had been exercised, there is beneficial or record ownership of 5
  794  percent or more of the outstanding shares of the benefit
  795  corporation by:
  796         1. The individual; or
  797         2. An entity:
  798         a.Of which the individual is a director, an officer, or a
  799  manager; or
  800         b.In which, when ownership is calculated as if all
  801  outstanding rights to acquire equity interests in the entity had
  802  been exercised, the individual owns beneficially or of record 5
  803  percent or more of the outstanding equity interests.
  804         (7)“Minimum status vote” means:
  805         (a) In the case of a corporation that is to become a
  806  benefit corporation, whether by amendment of the articles of
  807  incorporation or by way of or pursuant to a merger, conversion,
  808  or share exchange; a benefit corporation whose articles of
  809  incorporation are to be amended pursuant to s. 607.606(2); or a
  810  benefit corporation that is to cease being a benefit
  811  corporation, in addition to any other required approval or vote,
  812  the satisfaction of the following conditions:
  813         1. The holders of each class or series of shares shall be
  814  entitled to vote as a separate voting group on the corporate
  815  action regardless of any limitation on the voting rights of any
  816  class or series stated in the articles of incorporation or
  817  bylaws.
  818         2. The corporate action is approved by vote of each class
  819  or series of shares entitled to vote by at least two-thirds of
  820  the total votes of the class or series.
  821         (b) In the case of a domestic entity, other than a
  822  corporation, which is to be simultaneously converted to a
  823  benefit corporation or merged into a benefit corporation, in
  824  addition to any other required approval, vote, or consent, the
  825  satisfaction of the following conditions:
  826         1. The holders of each class or series of equity interest
  827  in the entity who are entitled to receive a distribution of any
  828  kind are entitled, as a separate voting group, to vote on or
  829  consent to the action regardless of any applicable limitation on
  830  the voting or consent rights of any class or series.
  831         2. The action is approved by vote or consent of each class
  832  or series of equity interest described in subparagraph 1. who
  833  are entitled to vote by at least two-thirds of the votes or
  834  consent of the class or series.
  835         (8)“Specific public benefit” includes, but is not limited
  836  to:
  837         (a) Providing low-income or underserved individuals or
  838  communities with beneficial products or services;
  839         (b) Promoting economic opportunity for individuals or
  840  communities beyond the creation of jobs in the normal course of
  841  business;
  842         (c) Protecting or restoring the environment;
  843         (d) Improving human health;
  844         (e) Promoting the arts, sciences, or advancement of
  845  knowledge;
  846         (f) Increasing the flow of capital to entities that have as
  847  their stated purpose the provision of a benefit to society or
  848  the environment; and
  849         (g) Any other public benefit consistent with the purposes
  850  of the benefit corporation.
  851         (9)“Subsidiary” means, in relation to a person other than
  852  an individual, an entity in which a person owns beneficially or
  853  of record 50 percent or more of the outstanding equity
  854  interests.
  855         (10)“Third-party standard” means a recognized standard for
  856  defining, reporting, and assessing the societal and
  857  environmental performance of a business which is:
  858         (a) Comprehensive, because it assesses the effect of the
  859  business and its operations upon the interests provided in s.
  860  607.607(1)(a)2.-5.
  861         (b) Developed by an entity that is not controlled by the
  862  benefit corporation.
  863         (c) Credible, because it is developed by an entity that has
  864  access to necessary expertise to assess the overall societal and
  865  environmental performance of a business and uses a balanced,
  866  collaborative approach to develop the standard, including a
  867  period for public comment.
  868         (d) Transparent, because the following information is
  869  publicly available:
  870         1. The criteria considered under the standard when
  871  measuring the overall societal and environmental performance of
  872  a business and the relative weights, if any, of those criteria.
  873         2. The identity of the directors, officers, material
  874  owners, and the governing body of the entity that developed and
  875  controlled revisions; the process by which revisions to the
  876  standard and changes to the membership of the governing body are
  877  made; and an accounting of the revenue and sources of financial
  878  support for the entity, with sufficient detail to disclose any
  879  relationships that could reasonably be considered to present a
  880  potential conflict of interest.
  881         Section 23. Section 607.603, Florida Statutes, is created
  882  to read:
  883         607.603Incorporation.—To incorporate as a benefit
  884  corporation, an incorporator must satisfy the requirements of
  885  this chapter, and the articles of incorporation must state that
  886  the corporation is a benefit corporation under this part.
  887         Section 24. Section 607.604, Florida Statutes, is created
  888  to read:
  889         607.604Election of benefit corporation status.—
  890         (1)An existing corporation may become a benefit
  891  corporation under this part by amending its articles of
  892  incorporation to include a statement that the corporation is a
  893  benefit corporation under this part. The amendment must be
  894  adopted by the minimum status vote.
  895         (2) A plan of merger, conversion, or share exchange must be
  896  adopted by the minimum status vote if an entity that is not a
  897  benefit corporation is a party to a merger or conversion or if
  898  the exchanging entity in a share exchange and the surviving,
  899  new, or resulting entity is, or will be, a benefit corporation.
  900         (3) If an entity elects to become a benefit corporation by
  901  amendment of the articles of incorporation or by a merger,
  902  conversion, or share exchange, the shareholders of the entity
  903  are entitled to appraisal rights under and pursuant to ss.
  904  607.1301-607.1333.
  905         Section 25. Section 607.605, Florida Statutes, is created
  906  to read:
  907         607.605Termination of benefit corporation status.—
  908         (1)A benefit corporation may terminate its status as such
  909  and cease to be subject to this part by amending its articles of
  910  incorporation to delete the provision required under s. 607.603
  911  or s. 607.604. The amendment must be adopted by the minimum
  912  status vote.
  913         (2)A plan of merger, conversion, or share exchange which
  914  has the effect of terminating the status of a corporation as a
  915  benefit corporation must be adopted by the minimum status vote.
  916  A sale, lease, exchange, or other disposition of all or
  917  substantially all of the assets of a benefit corporation is not
  918  effective unless the transaction is approved by the minimum
  919  status vote. However, a minimum status vote is not required if
  920  the transaction is in the usual and regular course of business,
  921  is pursuant to court order, or is a sale pursuant to which all
  922  or a substantial portion of the net proceeds of the sale will be
  923  distributed to the shareholders within 1 year after the date of
  924  the sale.
  925         (3) If a corporation’s status as a benefit corporation is
  926  terminated pursuant to subsection (1) or subsection (2),
  927  shareholders of the corporation are entitled to appraisal rights
  928  under and pursuant to ss. 607.1301-607.1333.
  929         Section 26. Section 607.606, Florida Statutes, is created
  930  to read:
  931         607.606Corporate purpose.—
  932         (1)A benefit corporation has the purpose of creating
  933  general public benefit. This purpose is in addition to its
  934  purpose under s. 607.0301.
  935         (2)The articles of incorporation of a benefit corporation
  936  may identify one or more specific public benefits as its purpose
  937  in addition to its purposes under s. 607.0301 and subsection
  938  (1). A benefit corporation may amend its articles of
  939  incorporation to add, amend, or delete the identification of a
  940  specific public benefit purpose; however, the amendment must be
  941  adopted by the minimum status vote. The identification of a
  942  specific public benefit under this subsection does not limit the
  943  obligation of a benefit corporation under subsection (1).
  944         (3)The creation of general public benefit and a specific
  945  public benefit under subsections (1) and (2) is deemed to be in
  946  the best interest of the benefit corporation.
  947         (4)A professional corporation that is a benefit
  948  corporation does not violate s. 621.08 by having as its purpose
  949  the creation of general public benefit or a specific public
  950  benefit.
  951         Section 27. Section 607.607, Florida Statutes, is created
  952  to read:
  953         607.607Standard of conduct for directors.—
  954         (1)In discharging their duties and in considering the best
  955  interests of the benefit corporation, the directors:
  956         (a) Shall consider the effects of any action or inaction
  957  upon:
  958         1. The shareholders of the benefit corporation;
  959         2. The employees and workforce of the benefit corporation,
  960  its subsidiaries, and its suppliers;
  961         3. The interests of customers and suppliers as
  962  beneficiaries of the general public benefit and any specific
  963  public benefit purposes of the benefit corporation;
  964         4. Community and societal factors, including those of each
  965  community in which offices or facilities of the benefit
  966  corporation, its subsidiaries, or its suppliers are located;
  967         5. The local and global environment;
  968         6. The short-term and long-term interests of the benefit
  969  corporation, including benefits that may accrue to the benefit
  970  corporation from its long-term plans and the possibility that
  971  these interests may be best served by the continued independence
  972  of the benefit corporation; and
  973         7. The ability of the benefit corporation to accomplish its
  974  general public benefit purpose and each of its specific public
  975  benefit purposes, if any.
  976         (b) May consider other pertinent factors or the interests
  977  of any other group that they deem appropriate.
  978         (c)Are not required to give priority to the interests of a
  979  particular person or group referred to in paragraph (a) or
  980  paragraph (b) over the interests of any other person or group,
  981  unless the benefit corporation has stated in its articles of
  982  incorporation its intention to give priority to certain
  983  interests.
  984         (d)Are not required to give equal weight to the interests
  985  of a particular person or group referred to in paragraph (a) or
  986  paragraph (b) unless the benefit corporation has stated in its
  987  articles of incorporation its intention to give such equal
  988  weight.
  989         (2)Except as provided in the articles of incorporation, a
  990  director is not personally liable for monetary damages to the
  991  corporation, or to any other person, for the failure of the
  992  benefit corporation to pursue or create general public benefit
  993  or a specific public benefit. A director is subject to the
  994  duties established in s. 607.0830.
  995         (3)Except as provided in the articles of incorporation, a
  996  director does not have a duty to a person who is a beneficiary
  997  of the general public benefit purpose or any one or more
  998  specific public benefit purposes of the benefit corporation.
  999         Section 28. Section 607.608, Florida Statutes, is created
 1000  to read:
 1001         607.608Benefit director.—
 1002         (1)If the articles of incorporation so provide, the board
 1003  of directors of a benefit corporation may include a director who
 1004  is designated as the benefit director and, in addition to the
 1005  powers, duties, rights, and immunities of the other directors of
 1006  the benefit corporation, has the powers, duties, rights, and
 1007  immunities provided in this part.
 1008         (2)The benefit director shall be elected, and may be
 1009  removed, in the manner provided by this chapter. Except as
 1010  provided under subsection (5), the benefit director shall be
 1011  independent and may serve as a benefit officer. The articles of
 1012  incorporation or bylaws may prescribe additional qualifications
 1013  of the benefit director.
 1014         (3)Unless the articles of incorporation or bylaws provide
 1015  otherwise, the benefit director shall prepare, and the benefit
 1016  corporation shall include in the annual benefit report to
 1017  shareholders required under s. 607.612, the opinion of the
 1018  benefit director on the following:
 1019         (a) Whether the benefit corporation in all material
 1020  respects acted in accordance with its general public benefit
 1021  purpose and any specific public benefit purpose during the
 1022  period covered by the report.
 1023         (b) Whether the directors and officers complied with ss.
 1024  607.607(1) and 607.609(1).
 1025         (c) Whether the benefit corporation or its directors or
 1026  officers failed to comply with paragraph (a) or s. 607.607(1) or
 1027  s. 607.609(1), including a description of the ways in which the
 1028  benefit corporation or its directors or officers failed to
 1029  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, 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 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 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. The annual benefit report must include all of
 1108  the following:
 1109         (a) A narrative description of:
 1110         1. The ways in which the benefit corporation pursued
 1111  general public benefit during the year and the extent to which
 1112  the general public benefit was created.
 1113         2. Any circumstance that has hindered the pursuit or
 1114  creation of general public benefit or a specific public benefit
 1115  by the benefit corporation.
 1116         3. The process and rationale for selecting or changing the
 1117  third-party standard used to prepare the benefit report.
 1118         (b) The name of the benefit director and the benefit
 1119  officer, if those positions exist, and the respective business
 1120  addresses to which correspondence may be directed.
 1121         (c) If the corporation has a benefit director, the
 1122  statement as provided in s. 607.608(3).
 1123         (d) A statement of any connection between the organization
 1124  that established the third-party standard, or its directors,
 1125  officers, or any holder of 5 percent or more of the governance
 1126  interests in the organization, and the benefit corporation or
 1127  its directors, officers, or any holder of 5 percent or more of
 1128  the outstanding shares of the benefit corporation, including any
 1129  financial or governance relationship that might materially
 1130  affect the credibility of the use of the third-party standard.
 1131         (2) The annual benefit report must be prepared in
 1132  accordance with a third-party standard that is:
 1133         (a) Applied consistently with any previous application in
 1134  prior annual benefit reports; or
 1135         (b) Accompanied by an explanation of the reasons for any
 1136  inconsistent application or any change in the standard from the
 1137  immediate prior report.
 1138         (3)If, during the year covered by an annual benefit
 1139  report, a benefit director resigned from, or refused to stand
 1140  for reelection to, his or her position, or was removed from his
 1141  or her position, and he or she furnished written correspondence
 1142  to the benefit corporation concerning the circumstances
 1143  surrounding his or her departure, that correspondence must be
 1144  included as an exhibit in the annual benefit report.
 1145         (4) The annual benefit report and the assessment of the
 1146  performance of the benefit corporation in the annual benefit
 1147  report required under subsection (2) are not required to be
 1148  audited or certified by a third-party standards provider.
 1149         Section 33. Section 607.613, Florida Statutes, is created
 1150  to read:
 1151         607.613Availability of annual benefit report.—
 1152         (1)Each benefit corporation shall send its annual benefit
 1153  report to each shareholder:
 1154         (a) Within 120 days after the end of the fiscal year of the
 1155  benefit corporation; or
 1156         (b) At the same time that the benefit corporation delivers
 1157  any other annual report to its shareholders.
 1158         (2)A benefit corporation shall post each annual benefit
 1159  report on the public portion of its website, if any, and it
 1160  shall remain posted for at least 3 years.
 1161         (3)If a benefit corporation does not have a website, the
 1162  benefit corporation shall provide a copy of its most recent
 1163  annual benefit report, without charge, to any person who
 1164  requests a copy.
 1165         (4) If a benefit corporation does not comply with the
 1166  annual benefit report delivery requirement, the circuit court in
 1167  the county in which the principal office of the benefit
 1168  corporation is located or, if no office is located in this
 1169  state, the county in which its registered office is located,
 1170  may, after a shareholder of the benefit corporation requests a
 1171  copy, summarily order the corporation to furnish the report. If
 1172  the court orders the report to be furnished, the court may also
 1173  order the benefit corporation to pay the shareholder’s costs,
 1174  including reasonable attorney fees, which were incurred in
 1175  obtaining the order and otherwise enforce his or her rights
 1176  under this section.
 1177         Section 34. Subsection (1) of section 617.0401, Florida
 1178  Statutes, is amended to read:
 1179         617.0401 Corporate name.—
 1180         (1) A corporate name:
 1181         (a) Must contain the word “corporation” or “incorporated”
 1182  or the abbreviation “Corp.” “corp.” or “Inc.” “inc.” or words or
 1183  abbreviations of like import in language, as will clearly
 1184  indicate that it is a corporation instead of a natural person,
 1185  unincorporated association, or partnership. The name of the
 1186  corporation may not contain the word “company” or its
 1187  abbreviation “Co.” “co.”;
 1188         (b) May contain the word “cooperative” or “co-op” only if
 1189  the resulting name is distinguishable from the name of any
 1190  corporation, agricultural cooperative marketing association, or
 1191  nonprofit cooperative association existing or doing business in
 1192  this state under part I of chapter 607, chapter 618, or chapter
 1193  619.;
 1194         (c) May not contain language stating or implying that the
 1195  corporation is organized for a purpose other than that permitted
 1196  in this act and its articles of incorporation.;
 1197         (d) May not contain language stating or implying that the
 1198  corporation is connected with a state or federal government
 1199  agency or a corporation chartered under the laws of the United
 1200  States.; and
 1201         (e) Must be distinguishable from the names of all other
 1202  entities or filings that are on file with the Division of
 1203  Corporations, except fictitious name registrations pursuant to
 1204  s. 865.09, general partnership registrations pursuant to s.
 1205  620.8105, and limited liability partnership statements pursuant
 1206  to s. 620.9001 which are organized, registered, or reserved
 1207  under the laws of this state, that are on file with the Division
 1208  of Corporations. A name that is different from a name of another
 1209  entity or filing due to any of the following is not considered
 1210  distinguishable:
 1211         1. A suffix.
 1212         2. A definite or indefinite article.
 1213         3. The word “and” and the symbol “&.”
 1214         4. The singular, plural, or possessive form of a word.
 1215         5. A recognized abbreviation of a root word.
 1216         6. A punctuation mark or a symbol.
 1217         Section 35. Subsection (4) of section 620.1108, Florida
 1218  Statutes, is amended to read:
 1219         620.1108 Name.—
 1220         (4) The name of a limited partnership must be
 1221  distinguishable in the records of the Department of State from
 1222  the names of all other entities or filings that are on file with
 1223  the Department of State, except fictitious name registrations
 1224  pursuant to s. 865.09, general partnership registrations
 1225  pursuant to s. 620.8105, and limited liability partnership
 1226  statements pursuant to s. 620.9001 which are organized,
 1227  registered, or reserved under the laws of this state, the names
 1228  of which are on file with the Department of State. A name that
 1229  is different from the name of another entity or filing due to
 1230  any of the following is not considered distinguishable:
 1231         (a)A suffix.
 1232         (b)A definite or indefinite article.
 1233         (c)The word “and” and the symbol “&.”
 1234         (d) The singular, plural, or possessive form of a word.
 1235         (e)A recognized abbreviation of a root word.
 1236         (f)A punctuation mark or a symbol.
 1237         Section 36. Subsection (1) of section 48.091, Florida
 1238  Statutes, is amended to read:
 1239         48.091 Corporations; designation of registered agent and
 1240  registered office.—
 1241         (1) Every Florida corporation and every foreign corporation
 1242  now qualified or hereafter qualifying to transact business in
 1243  this state shall designate a registered agent and registered
 1244  office in accordance with part I of chapter 607.
 1245         Section 37. Paragraph (d) of subsection (6) of section
 1246  215.555, Florida Statutes, is amended to read:
 1247         215.555 Florida Hurricane Catastrophe Fund.—
 1248         (6) REVENUE BONDS.—
 1249         (d) State Board of Administration Finance Corporation.—
 1250         1. In addition to the findings and declarations in
 1251  subsection (1), the Legislature also finds and declares that:
 1252         a. The public benefits corporation created under this
 1253  paragraph will provide a mechanism necessary for the cost
 1254  effective and efficient issuance of bonds. This mechanism will
 1255  eliminate unnecessary costs in the bond issuance process,
 1256  thereby increasing the amounts available to pay reimbursement
 1257  for losses to property sustained as a result of hurricane
 1258  damage.
 1259         b. The purpose of such bonds is to fund reimbursements
 1260  through the Florida Hurricane Catastrophe Fund to pay for the
 1261  costs of construction, reconstruction, repair, restoration, and
 1262  other costs associated with damage to properties of
 1263  policyholders of covered policies due to the occurrence of a
 1264  hurricane.
 1265         c. The efficacy of the financing mechanism will be enhanced
 1266  by the corporation’s ownership of the assessments, by the
 1267  insulation of the assessments from possible bankruptcy
 1268  proceedings, and by covenants of the state with the
 1269  corporation’s bondholders.
 1270         2.a. There is created a public benefits corporation, which
 1271  is an instrumentality of the state, to be known as the State
 1272  Board of Administration Finance Corporation.
 1273         b. The corporation shall operate under a five-member board
 1274  of directors consisting of the Governor or a designee, the Chief
 1275  Financial Officer or a designee, the Attorney General or a
 1276  designee, the director of the Division of Bond Finance of the
 1277  State Board of Administration, and the Chief Operating Officer
 1278  of the Florida Hurricane Catastrophe Fund.
 1279         c. The corporation has all of the powers of corporations
 1280  under part I of chapter 607 and under chapter 617, subject only
 1281  to the provisions of this subsection.
 1282         d. The corporation may issue bonds and engage in such other
 1283  financial transactions as are necessary to provide sufficient
 1284  funds to achieve the purposes of this section.
 1285         e. The corporation may invest in any of the investments
 1286  authorized under s. 215.47.
 1287         f. There shall be no liability on the part of, and no cause
 1288  of action shall arise against, any board members or employees of
 1289  the corporation for any actions taken by them in the performance
 1290  of their duties under this paragraph.
 1291         3.a. In actions under chapter 75 to validate any bonds
 1292  issued by the corporation, the notice required under by s. 75.06
 1293  shall be published in two newspapers of general circulation in
 1294  the state, and the complaint and order of the court shall be
 1295  served only on the State Attorney of the Second Judicial
 1296  Circuit.
 1297         b. The state hereby covenants with holders of bonds of the
 1298  corporation that the state will not repeal or abrogate the power
 1299  of the board to direct the Office of Insurance Regulation to
 1300  levy the assessments and to collect the proceeds of the revenues
 1301  pledged to the payment of such bonds as long as any such bonds
 1302  remain outstanding unless adequate provision has been made for
 1303  the payment of such bonds pursuant to the documents authorizing
 1304  the issuance of such bonds.
 1305         4. The bonds of the corporation are not a debt of the state
 1306  or of any political subdivision, and neither the state nor any
 1307  political subdivision is liable on such bonds. The corporation
 1308  does not have the power to pledge the credit, the revenues, or
 1309  the taxing power of the state or of any political subdivision.
 1310  The credit, revenues, or taxing power of the state or of any
 1311  political subdivision shall not be deemed to be pledged to the
 1312  payment of any bonds of the corporation.
 1313         5.a. The property, revenues, and other assets of the
 1314  corporation; the transactions and operations of the corporation
 1315  and the income from such transactions and operations; and all
 1316  bonds issued under this paragraph and interest on such bonds are
 1317  exempt from taxation by the state and any political subdivision,
 1318  including the intangibles tax under chapter 199 and the income
 1319  tax under chapter 220. This exemption does not apply to any tax
 1320  imposed by chapter 220 on interest, income, or profits on debt
 1321  obligations owned by corporations other than the State Board of
 1322  Administration Finance Corporation.
 1323         b. All bonds of the corporation shall be and constitute
 1324  legal investments without limitation for all public bodies of
 1325  this state; for all banks, trust companies, savings banks,
 1326  savings associations, savings and loan associations, and
 1327  investment companies; for all administrators, executors,
 1328  trustees, and other fiduciaries; for all insurance companies and
 1329  associations and other persons carrying on an insurance
 1330  business; and for all other persons who are now or may hereafter
 1331  be authorized to invest in bonds or other obligations of the
 1332  state and shall be and constitute eligible securities to be
 1333  deposited as collateral for the security of any state, county,
 1334  municipal, or other public funds. This sub-subparagraph is shall
 1335  be considered as additional and supplemental authority and may
 1336  shall not be limited without specific reference to this sub
 1337  subparagraph.
 1338         6. The corporation and its corporate existence continues
 1339  shall continue until terminated by law; however, no such law may
 1340  not shall take effect as long as the corporation has bonds
 1341  outstanding unless adequate provision has been made for the
 1342  payment of such bonds pursuant to the documents authorizing the
 1343  issuance of such bonds. Upon termination of the existence of the
 1344  corporation, all of its rights and properties in excess of its
 1345  obligations shall pass to and be vested in the state.
 1346         7. The State Board of Administration Finance Corporation is
 1347  for all purposes the successor to the Florida Hurricane
 1348  Catastrophe Fund Finance Corporation.
 1349         Section 38. Subsection (1) of section 243.54, Florida
 1350  Statutes, is amended to read:
 1351         243.54 Powers of the authority.—The purpose of the
 1352  authority is to assist institutions of higher education in
 1353  constructing, financing, and refinancing projects throughout the
 1354  state and, for this purpose, the authority may:
 1355         (1) Exercise all powers granted to corporations under part
 1356  I of the Florida Business Corporation Act, chapter 607.
 1357         Section 39. Section 310.171, Florida Statutes, is amended
 1358  to read:
 1359         310.171 Pilots may incorporate themselves.—Any one or more
 1360  licensed state pilots may incorporate in the manner provided
 1361  under part I of chapter 607 or chapter 621.
 1362         Section 40. Section 310.181, Florida Statutes, is amended
 1363  to read:
 1364         310.181 Corporate powers.—All the rights, powers, and
 1365  liabilities conferred or imposed by the laws of Florida relating
 1366  to corporations for profit organized under part I of chapter 607
 1367  or under chapter 608 before January 1, 1976, or to corporations
 1368  organized under chapter 621 shall apply to corporations
 1369  organized pursuant to s. 310.171.
 1370         Section 41. Paragraph (c) of subsection (4) of section
 1371  329.10, Florida Statutes, is amended to read:
 1372         329.10 Aircraft registration.—
 1373         (4) It is a violation of this section for any person or
 1374  corporate entity to knowingly supply false information to any
 1375  governmental entity in regard to ownership by it or another
 1376  firm, business, or corporation of an aircraft in or operated in
 1377  this state if it is determined that such corporate entity or
 1378  other firm, business, or corporation:
 1379         (c) Has lapsed into a state of no longer being a legal
 1380  entity in this state as defined in part I of chapter 607 or s.
 1381  865.09, and no documented attempt has been made to correct such
 1382  information with the governmental entity for a period of 90 days
 1383  after the date on which such lapse took effect with the
 1384  Secretary of State.
 1385         Section 42. Subsection (1) of section 339.412, Florida
 1386  Statutes, is amended to read:
 1387         339.412 Powers of corporation.—As to designated projects
 1388  and in addition to other powers prescribed by law, a corporation
 1389  may exercise the following powers with respect to the promotion
 1390  and development of transportation facilities, pursuant to a
 1391  written contract for the same, together with all powers
 1392  incidental thereto or necessary for the performance of those
 1393  hereinafter stated:
 1394         (1) The corporation may exercise all the powers as granted
 1395  by the department to work directly with landowners, local and
 1396  state governmental agencies, elected officials, and any other
 1397  person to support those activities required to promote and
 1398  develop the projects. These activities shall include:
 1399         (a) Acquiring, holding, investing, and administering
 1400  property and transferring title of such property to the
 1401  department for development of projects on behalf of the
 1402  department;
 1403         (b) Performing preliminary and final alignment studies in a
 1404  manner consistent with state and federal laws;
 1405         (c) Receiving contributions of land for rights-of-way and
 1406  cash donations to be applied to the purchase of rights-of-way
 1407  not donated or to be applied to the design or construction of
 1408  the projects;
 1409         (d) Reviewing candidates for advisory directorships and
 1410  adding or removing such advisory directors as may be
 1411  appropriate;
 1412         (e) Retaining such administrative staff and legal, public
 1413  relations, and engineering services as may be required for the
 1414  development of the projects and paying such employees and
 1415  consultants from funds donated for this purpose;
 1416         (f) Preparing such exhibits, right-of-way documents,
 1417  environmental reports, schematics, and preliminary and final
 1418  engineering plans as are necessary for the development of the
 1419  projects;
 1420         (g) Borrowing money to meet any expenses or needs
 1421  associated with the regular operations of the corporation or a
 1422  particular project; provided, however, that no corporation shall
 1423  have the power to issue bonds, the provisions of part I of
 1424  chapter chapters 607 and chapter 617 notwithstanding;
 1425         (h) Making official presentations to the state and other
 1426  affected agencies or groups concerning the development of the
 1427  projects;
 1428         (i) Issuing press releases and other material to promote
 1429  the activities of the projects; and
 1430         (j) Performing any other functions requested by the
 1431  department in order to promote and develop the projects.
 1432  
 1433  Nothing in this act empowers the corporation to enter into any
 1434  contracts for construction or to undertake any construction, on
 1435  behalf of the department.
 1436         Section 43. Subsection (4) of section 420.101, Florida
 1437  Statutes, is amended to read:
 1438         420.101 Housing Development Corporation of Florida;
 1439  creation, membership, and purposes.—
 1440         (4) Whenever the articles of incorporation have been filed
 1441  in the Department of State and approved by it and all filing
 1442  fees and taxes prescribed by part I of chapter 607 have been
 1443  paid, the subscribers and their successors and assigns shall
 1444  constitute a corporation, and the corporation shall then be
 1445  authorized to commence business, and stock thereof to the extent
 1446  herein or hereafter duly authorized may from time to time be
 1447  issued.
 1448         Section 44. Section 420.111, Florida Statutes, is amended
 1449  to read:
 1450         420.111 Housing Development Corporation of Florida;
 1451  additional powers.—In furtherance of its purposes and in
 1452  addition to the powers now or hereafter conferred on business
 1453  corporations by part I of chapter 607, the corporation shall,
 1454  subject to the restrictions and limitations herein contained in
 1455  this section, have the following powers:
 1456         (1) To elect, appoint, and employ officers, agents and
 1457  employees and to make contracts and incur liabilities for any of
 1458  the purposes of the corporation, except that the corporation may
 1459  shall not incur any secondary liability by way of guaranty or
 1460  endorsement of the obligations of any person, firm, corporation,
 1461  joint-stock company, association, or trust, or in any other
 1462  manner.
 1463         (2) To borrow money from its stockholders, other financial
 1464  institutions, and state and federal agencies for any of the
 1465  purposes of the corporation; to issue therefor its bonds,
 1466  debentures, notes, or other evidences of indebtedness, whether
 1467  secured or unsecured, and to secure the same by mortgage,
 1468  pledge, deed of trust, or other lien on its property,
 1469  franchises, rights, and privileges of every kind and nature, or
 1470  any part thereof or interest therein, without securing
 1471  stockholder approval.
 1472         (3) To make loans to any person, firm, corporation, joint
 1473  stock company, association, or trust and to regulate the terms
 1474  and conditions with respect to any such loans and the charges
 1475  for interest and service connected therewith, provided subsidies
 1476  may be in the form of below market interest rates or such other
 1477  assistance as determined by the board with the concurrence of
 1478  the applicable regulatory agencies governing the several
 1479  stockholder industries.
 1480         (4) To purchase, receive, hold, lease, or otherwise
 1481  acquire, and to sell, convey, transfer, lease, or otherwise
 1482  dispose of, real and personal property, together with such
 1483  rights and privileges as may be incidental and appurtenant
 1484  thereto and the use thereof, including, but not restricted to,
 1485  any real or personal property acquired by the corporation from
 1486  time to time in the satisfaction of debts or enforcement of
 1487  obligations.
 1488         (5) For the purposes of foreclosure, to acquire the good
 1489  will, business, rights, real and personal property, and other
 1490  assets, or any part thereof, or interest therein, of any
 1491  persons, firms, corporations, joint-stock companies,
 1492  associations or trusts, and to assume, undertake, or pay the
 1493  obligations, debts and liabilities of any such person, firm,
 1494  corporation, joint-stock company, association or trust; to
 1495  acquire improved or unimproved real estate for the purpose of
 1496  constructing new housing or rehabilitation thereof; for the
 1497  purposes of disposing of such real estate to others for the
 1498  construction of housing or rehabilitation thereof; and to
 1499  acquire, construct or reconstruct, alter, repair, maintain,
 1500  operate, sell, convey, transfer, lease, or otherwise dispose of
 1501  such housing, provided, however that nothing herein contained
 1502  shall authorize the acquisition, construction, reconstruction,
 1503  or operation of any public lodging establishment as defined in
 1504  chapter 509.
 1505         (6) To acquire, subscribe for, own, hold, sell, assign,
 1506  transfer, mortgage, pledge, or otherwise dispose of the stock,
 1507  shares, bonds, debentures, notes, or other securities and
 1508  evidences of interest in, or indebtedness of, any person, firm,
 1509  corporation, joint-stock company, association, or trust, and,
 1510  while the owner or holder thereof, to exercise all the rights,
 1511  powers, and privileges of ownership, including the right to vote
 1512  thereon.
 1513         (7) To mortgage, pledge, or otherwise encumber any
 1514  property, right, or thing of value, acquired pursuant to the
 1515  powers contained in subsection (4), subsection (5), or
 1516  subsection (6), as security for the payment of any part of the
 1517  purchase price thereof.
 1518         (8) To cooperate with, and avail itself of the facilities
 1519  of, the United States Department of Housing and Urban
 1520  Development, the Department of Economic Opportunity, and any
 1521  other similar local, state, or Federal Government agency; and to
 1522  cooperate with and assist, and otherwise encourage,
 1523  organizations in the various communities of the state on the
 1524  promotion, assistance, and development of the housing and
 1525  economic welfare of such communities or of this state or any
 1526  part thereof.
 1527         (9) To do all acts and things necessary or convenient to
 1528  carry out the powers expressly granted in this part.
 1529         Section 45. Subsection (2) of section 420.161, Florida
 1530  Statutes, is amended to read:
 1531         420.161 Housing Development Corporation of Florida; period
 1532  of existence; method of dissolution.—
 1533         (2) The corporation may, upon the affirmative vote of two
 1534  thirds of the votes to which the stockholders are shall be
 1535  entitled, dissolve the said corporation as provided under part I
 1536  of by chapter 607, as long as that part does insofar as chapter
 1537  607 is not in conflict with the provisions of this act. Upon any
 1538  dissolution of the corporation, none of the corporation’s assets
 1539  may not shall be distributed to the stockholders until all sums
 1540  due the members of the corporation as creditors thereof have
 1541  been paid in full.
 1542         Section 46. Subsection (9) of section 440.02, Florida
 1543  Statutes, is amended to read:
 1544         440.02 Definitions.—When used in this chapter, unless the
 1545  context clearly requires otherwise, the following terms shall
 1546  have the following meanings:
 1547         (9) “Corporate officer” or “officer of a corporation” means
 1548  any person who fills an office provided for in the corporate
 1549  charter or articles of incorporation filed with the Division of
 1550  Corporations of the Department of State or as authorized
 1551  permitted or required under part I of by chapter 607. The term
 1552  “officer of a corporation” includes a member owning at least 10
 1553  percent of a limited liability company created and approved
 1554  under chapter 608.
 1555         Section 47. Paragraph (d) of subsection (10) of section
 1556  440.386, Florida Statutes, is amended to read:
 1557         440.386 Individual self-insurers’ insolvency; conservation;
 1558  liquidation.—
 1559         (10) TRANSFERS PRIOR TO PETITION.—
 1560         (d) The personal liability of the officers or directors of
 1561  an insolvent individual self-insurer is shall be subject to part
 1562  I of the provisions of chapter 607 and the penalties provided
 1563  therein.
 1564         Section 48. Subsection (3) of section 609.08, Florida
 1565  Statutes, is amended to read:
 1566         609.08 Merger of association into wholly owned subsidiary
 1567  corporation; dissenters’ rights of appraisal.—
 1568         (3) If the surviving corporation is to be governed by the
 1569  laws of any jurisdiction other than this state, it shall comply
 1570  with part I of the provisions of chapter 607 with respect to
 1571  foreign corporations if it is to transact business in this
 1572  state, and in every case it shall file with the Department of
 1573  State of this state:
 1574         (a) An agreement that it may be served with process in this
 1575  state in any proceeding for the enforcement of any obligation of
 1576  the association and in any proceeding for the enforcement of any
 1577  rights under the declaration of trust of the association of a
 1578  dissenting shareholder of the association against the surviving
 1579  corporation.
 1580         (b) An irrevocable appointment of the Secretary of State as
 1581  its agent to accept service of process in any such proceeding.
 1582         (c) An agreement that it will promptly pay to the
 1583  dissenting shareholders of the association the amount, if any,
 1584  to which they are shall be entitled under the provisions of its
 1585  declaration of trust with respect to the rights of dissenting
 1586  shareholders.
 1587         Section 49. Section 617.1908, Florida Statutes, is amended
 1588  to read:
 1589         617.1908 Applicability of Florida Business Corporation
 1590  Act.—Except as otherwise made applicable by specific reference
 1591  in any other section of this chapter, part I the provisions of
 1592  chapter 607, the Florida Business Corporation Act, does shall
 1593  not apply to any corporations not for profit.
 1594         Section 50. Section 618.221, Florida Statutes, is amended
 1595  to read:
 1596         618.221 Conversion into a corporation for profit.—Any
 1597  association incorporated under or that has adopted the
 1598  provisions of this chapter, may, by a majority vote of its
 1599  stockholders or members be brought under part I of the
 1600  provisions of chapter 607, as a corporation for profit by
 1601  surrendering all right to carry on its business under this
 1602  chapter, and the privileges and immunities incident thereto. It
 1603  shall make out in duplicate a statement signed and sworn to by
 1604  its directors to the effect that the association has, by a
 1605  majority vote of its stockholders or members, decided to
 1606  surrender all rights, powers, and privileges as a nonprofit
 1607  cooperative marketing association under this chapter and to do
 1608  business under and be bound by part I of the provisions of said
 1609  chapter 607, as a corporation for profit and has authorized all
 1610  changes accordingly. Articles of incorporation shall be
 1611  delivered to the Department of State for filing as required
 1612  under part I of chapter 607 in and by s. 607.164, except that
 1613  they shall be signed by the members of the then board of
 1614  directors. The filing fees and taxes shall be as provided under
 1615  part I of in chapter 607. Such articles of incorporation shall
 1616  adequately protect and preserve the relative rights of the
 1617  stockholders or members of the association so converting into a
 1618  corporation for profit; provided that no rights or obligations
 1619  due any stockholder or member of such association or any other
 1620  person, firm, or corporation which has not been waived or
 1621  satisfied shall be impaired by such conversion into a
 1622  corporation for profit as herein authorized.
 1623         Section 51. Section 619.04, Florida Statutes, is amended to
 1624  read:
 1625         619.04 Articles of incorporation.—Each association formed
 1626  under this chapter must prepare and file articles of
 1627  incorporation in the same manner and under the same regulations
 1628  as required under part I of chapter 607, and therein shall set
 1629  forth:
 1630         (1) The name of the association.
 1631         (2) The purpose for which it is formed.
 1632         (3) The place where its principal business will be
 1633  transacted.
 1634         (4) The term for which it is to exist, not exceeding 50
 1635  years.
 1636         (5) The number of directors thereof, which must not be less
 1637  than three and which may be any number in excess thereof, and
 1638  the names and residences of those selected for the first year
 1639  and until their successors shall have been elected and shall
 1640  have accepted office.
 1641         (6) Whether the voting power and the property rights and
 1642  interest of each member shall be equal, or unequal, and if
 1643  unequal these articles shall set forth a general rule applicable
 1644  to all members by which the voting power and the property rights
 1645  and interests, respectively, of each member may and shall be
 1646  determined and fixed, but the association shall have power to
 1647  admit new members, who shall be entitled to vote and to share in
 1648  the property of the association with the old members, in
 1649  accordance with such general rule. This provision of the
 1650  articles of incorporation may shall not be altered, amended, or
 1651  repealed except by the unanimous written consent or the vote of
 1652  all the members.
 1653         (7) Said articles must be subscribed by the original
 1654  members and acknowledged by one of them before an officer
 1655  authorized by the law of this state to take and certify
 1656  acknowledgments of deeds of conveyance, and shall be filed in
 1657  accordance with the provisions of law, and when so filed the
 1658  said articles of incorporation or certified copies thereof shall
 1659  be received in all the courts of this state and other places as
 1660  prima facie evidence of the facts contained therein.
 1661         Section 52. Subsection (3) of section 624.430, Florida
 1662  Statutes, is amended to read:
 1663         624.430 Withdrawal of insurer or discontinuance of writing
 1664  certain kinds or lines of insurance.—
 1665         (3) Upon office approval of the surrender of the
 1666  certificate of authority of a domestic property and casualty
 1667  insurer that is a corporation, the insurer may initiate the
 1668  dissolution of the corporation in accordance with the applicable
 1669  provisions of part I of chapter 607.
 1670         Section 53. Subsection (1) of section 624.462, Florida
 1671  Statutes, is amended to read:
 1672         624.462 Commercial self-insurance funds.—
 1673         (1) Any group of persons may form a commercial self
 1674  insurance fund for the purpose of pooling and spreading
 1675  liabilities of its group members in any commercial property or
 1676  casualty risk or surety insurance. Any fund established pursuant
 1677  to subparagraph (2)(a)1. may be organized as a corporation under
 1678  part I of chapter 607.
 1679         Section 54. Subsection (3) of section 624.489, Florida
 1680  Statutes, is amended to read:
 1681         624.489 Liability of trustees of self-insurance trust fund
 1682  and directors of self-insurance funds operating as
 1683  corporations.—
 1684         (3) The immunities from liability provided in this section
 1685  with respect to trustees also apply to members of the board of
 1686  directors of a commercial self-insurance fund organized as a
 1687  corporation under part I of chapter 607 if the board of
 1688  directors has contracted with an administrator authorized under
 1689  s. 626.88 to administer the day-to-day affairs of the fund.
 1690         Section 55. Section 628.041, Florida Statutes, is amended
 1691  to read:
 1692         628.041 Applicability of general corporation statutes.—The
 1693  applicable statutes of this state relating to the powers and
 1694  procedures of domestic private corporations formed for profit
 1695  shall apply to domestic stock insurers and to domestic mutual
 1696  insurers, except:
 1697         (1) As to any domestic mutual insurers incorporated
 1698  pursuant to chapter 617, which chapter shall govern such
 1699  insurers when in conflict with part I of chapter 607; and
 1700         (2) When in conflict with the express provisions of this
 1701  code.
 1702         Section 56. Subsection (4) of section 631.262, Florida
 1703  Statutes, is amended to read:
 1704         631.262 Transfers prior to petition.—
 1705         (4) The personal liability of the officers or directors of
 1706  an insolvent insurer is shall be subject to part I of the
 1707  provisions of chapter 607 and the penalties provided therein.
 1708         Section 57. Subsection (1) of section 636.204, Florida
 1709  Statutes, is amended to read:
 1710         636.204 License required.—
 1711         (1) Before doing business in this state as a discount
 1712  medical plan organization, an entity must be a corporation, a
 1713  limited liability company, or a limited partnership,
 1714  incorporated, organized, formed, or registered under the laws of
 1715  this state or authorized to transact business in this state in
 1716  accordance with part I of chapter 607, chapter 608, chapter 617,
 1717  chapter 620, or chapter 865, and must be licensed by the office
 1718  as a discount medical plan organization or be licensed by the
 1719  office pursuant to chapter 624, part I of this chapter, or
 1720  chapter 641.
 1721         Section 58. Section 641.2015, Florida Statutes, is amended
 1722  to read:
 1723         641.2015 Incorporation required.—On or after October 1,
 1724  1985, any entity that has not yet obtained a certificate of
 1725  authority to operate a health maintenance organization in this
 1726  state shall be incorporated or shall be a division of a
 1727  corporation formed under the provisions of either part I of
 1728  chapter 607 or chapter 617 or shall be a public entity that is
 1729  organized as a political subdivision. In the case of a division
 1730  of a corporation, the financial requirements of this part shall
 1731  apply to the entire corporation. Incorporation shall not be
 1732  required of any entity which has already been issued an initial
 1733  certificate of authority prior to this date and which is not a
 1734  corporation on October 1, 1985, or which is incorporated in any
 1735  other state on October 1, 1985; nor shall incorporation be
 1736  required on renewal of any certificate of authority by such an
 1737  organization or be required of a public entity that is organized
 1738  as a political subdivision.
 1739         Section 59. Subsection (1) of section 655.0201, Florida
 1740  Statutes, is amended to read:
 1741         655.0201 Service of process, notice, or demand on financial
 1742  institutions.—
 1743         (1) Process against any financial institution authorized by
 1744  federal or state law to transact business in this state may be
 1745  served in accordance with chapter 48, chapter 49, part I of
 1746  chapter 607, or chapter 608, as appropriate.
 1747         Section 60. Subsection (2) of section 658.23, Florida
 1748  Statutes, is amended to read:
 1749         658.23 Submission of articles of incorporation; contents;
 1750  form; approval; filing; commencement of corporate existence;
 1751  bylaws.—
 1752         (2) The articles of incorporation shall contain:
 1753         (a) The name of the proposed bank or trust company.
 1754         (b) The general nature of the business to be transacted or
 1755  a statement that the corporation may engage in any activity or
 1756  business permitted by law. Such statement shall authorize all
 1757  such activities and business by the corporation.
 1758         (c) The amount of capital stock authorized, showing the
 1759  maximum number of shares of par value common stock and of
 1760  preferred stock, and of every kind, class, or series of each,
 1761  together with the distinguishing characteristics and the par
 1762  value of all shares.
 1763         (d) The amount of capital with which the corporation will
 1764  begin business, which may shall not be less than the amount
 1765  required by the office pursuant to s. 658.21.
 1766         (e) A provision that the corporation is to have perpetual
 1767  existence unless existence is terminated pursuant to the
 1768  financial institutions codes.
 1769         (f) The initial street address of the main office of the
 1770  corporation, which shall be in this state.
 1771         (g) The number of directors, which shall be five or more,
 1772  and the names and street addresses of the members of the initial
 1773  board of directors.
 1774         (h) A provision for preemptive rights, if applicable.
 1775         (i) A provision authorizing the board of directors to
 1776  appoint additional directors, pursuant to s. 658.33, if
 1777  applicable.
 1778  
 1779  The office shall provide to the proposed directors form articles
 1780  of incorporation which must shall include only those provisions
 1781  required under by this section or under part I of by chapter
 1782  607. The form articles shall be acknowledged by the proposed
 1783  directors and returned to the office for filing with the
 1784  Department of State.
 1785         Section 61. Paragraph (c) of subsection (11) of section
 1786  658.2953, Florida Statutes, is amended to read:
 1787         658.2953 Interstate branching.—
 1788         (11) DE NOVO INTERSTATE BRANCHING BY STATE BANKS.—
 1789         (c) An out-of-state bank may establish and maintain a de
 1790  novo branch or acquire a branch in this state upon compliance
 1791  with part I of chapter 607 or chapter 608 relating to doing
 1792  business in this state as a foreign business entity, including
 1793  maintaining a registered agent for service of process and other
 1794  legal notice pursuant to s. 655.0201.
 1795         Section 62. Section 658.30, Florida Statutes, is amended to
 1796  read:
 1797         658.30 Application of the Florida Business Corporation
 1798  Act.—
 1799         (1) When not in direct conflict with or superseded by
 1800  specific provisions of the financial institutions codes, the
 1801  provisions of the Florida Business Corporation Act, part I of
 1802  chapter 607, shall extend to state banks and trust companies
 1803  formed under the financial institutions codes. This section
 1804  shall be liberally construed to accomplish the purposes stated
 1805  herein.
 1806         (2) Without limiting the generality of subsection (1),
 1807  stockholders, directors, and committees of state banks and trust
 1808  companies may hold meetings in any manner authorized permitted
 1809  by part I of chapter 607, and any action by stockholders,
 1810  directors, or committees required or authorized permitted to be
 1811  taken at a meeting may be taken without a meeting in any manner
 1812  authorized provided or permitted by part I of chapter 607.
 1813         Section 63. Subsection (3) of section 658.36, Florida
 1814  Statutes, is amended to read:
 1815         658.36 Changes in capital.—
 1816         (3) If a bank or trust company’s capital accounts have been
 1817  diminished by losses to less than the minimum required pursuant
 1818  to the financial institutions codes, the market value of its
 1819  shares of capital stock is less than the present par value, and
 1820  the bank or trust company cannot reasonably issue and sell new
 1821  shares of stock to restore its capital accounts at a share price
 1822  of par value or greater of the previously issued capital stock,
 1823  the office, notwithstanding any other provisions of part I of
 1824  chapter 607 or the financial institutions codes, may approve
 1825  special stock offering plans.
 1826         (a) Such plans may include, but are not limited to,
 1827  mechanisms for stock splits including reverse splits;
 1828  revaluations of par value of outstanding stock; changes in
 1829  voting rights, dividends, or other preferences; and creation of
 1830  new classes of stock.
 1831         (b) The plan must be approved by majority vote of the bank
 1832  or trust company’s entire board of directors and by holders of
 1833  two-thirds of the outstanding shares of stock.
 1834         (c) The office shall disapprove a plan that provides unfair
 1835  or disproportionate benefits to existing shareholders,
 1836  directors, executive officers, or their related interests. The
 1837  office shall also disapprove any plan that is not likely to
 1838  restore the capital accounts to sufficient levels to achieve a
 1839  sustainable, safe, and sound financial institution.
 1840         (d) For any bank or trust company that the office
 1841  determines to be a failing financial institution pursuant to s.
 1842  655.4185, the office may approve special stock offering plans
 1843  without a vote of the shareholders.
 1844         Section 64. Section 663.03, Florida Statutes, is amended to
 1845  read:
 1846         663.03 Applicability of the Florida Business Corporation
 1847  Act chapter 607.—Notwithstanding s. 607.01401(12) the definition
 1848  of the term “foreign corporation” appearing in s. 607.01401, all
 1849  of the provisions of part I of chapter 607 not in conflict with
 1850  the financial institutions codes which relate to foreign
 1851  corporations shall apply to all international banking
 1852  corporations and their offices doing business in this state.
 1853         Section 65. Subsection (3) of section 663.04, Florida
 1854  Statutes, is amended to read:
 1855         663.04 Requirements for carrying on financial institution
 1856  business.—An international banking corporation or trust company,
 1857  or any affiliate, subsidiary, or other person or business entity
 1858  acting as an agent for, on behalf of, or for the benefit of such
 1859  international banking corporation or trust company who engages
 1860  in such activities from an office located in this state, may not
 1861  transact a banking or trust business, or maintain in this state
 1862  any office for carrying on such business, or any part thereof,
 1863  unless such corporation, trust company, affiliate, subsidiary,
 1864  person, or business entity:
 1865         (3) Has filed with the office a certified copy of that
 1866  information required to be supplied to the Department of State
 1867  by those provisions of part I of chapter 607 which are
 1868  applicable to foreign corporations.
 1869         Section 66. Paragraph (a) of subsection (1) of section
 1870  663.301, Florida Statutes, is amended to read:
 1871         663.301 Definitions.—
 1872         (1) As used in this part:
 1873         (a) “International development bank” means a corporation
 1874  established for the purpose of promoting development in foreign
 1875  countries by directly or indirectly making funding available to
 1876  foreign business enterprises or foreign governments or by
 1877  providing financing in connection with import-export
 1878  transactions. Subject to the limitations contained in s.
 1879  663.313, an international development bank may be organized
 1880  either under chapter 617 as a corporation not for profit or
 1881  under part I of chapter 607 as a corporation for profit.
 1882         Section 67. Subsection (2) of section 663.306, Florida
 1883  Statutes, is amended to read:
 1884         663.306 Decision by office.—The office may, in its
 1885  discretion, approve or disapprove the application, but it shall
 1886  not approve the application unless it finds that:
 1887         (2) The proposed capital structure is adequate, but in no
 1888  case may the paid-in capital stock be:
 1889         (a) Less than $400,000 in the case of an international
 1890  development bank organized under chapter 617 as a corporation
 1891  not for profit; or
 1892         (b) The amount required for a state bank in the case of an
 1893  international development bank organized under part I of chapter
 1894  607 as a corporation for profit.
 1895  
 1896  The office may disallow any illegally obtained currency,
 1897  monetary instruments, funds, or other financial resources from
 1898  the capitalization requirements of this section.
 1899         Section 68. Subsection (4) of section 663.313, Florida
 1900  Statutes, is amended to read:
 1901         663.313 Ownership of stock.—
 1902         (4) All of the shares of voting stock of an international
 1903  development bank organized under part I of chapter 607 as a
 1904  corporation for profit shall be owned by a regional development
 1905  bank or by one or more wholly owned subsidiaries of a regional
 1906  development bank.
 1907         Section 69. Subsection (2) of section 718.111, Florida
 1908  Statutes, is amended to read:
 1909         718.111 The association.—
 1910         (2) POWERS AND DUTIES.—The powers and duties of the
 1911  association include those set forth in this section and, except
 1912  as expressly limited or restricted in this chapter, those set
 1913  forth in the declaration and bylaws and part I of chapter
 1914  chapters 607 and chapter 617, as applicable.
 1915         Section 70. Subsection (10) of section 719.104, Florida
 1916  Statutes, is amended to read:
 1917         719.104 Cooperatives; access to units; records; financial
 1918  reports; assessments; purchase of leases.—
 1919         (10) POWERS AND DUTIES.—The powers and duties of the
 1920  association include those set forth in this section and, except
 1921  as expressly limited or restricted in this chapter, those set
 1922  forth in the articles of incorporation and bylaws and part I of
 1923  chapter chapters 607 and chapter 617, as applicable.
 1924         Section 71. Subsection (5) of section 720.302, Florida
 1925  Statutes, is amended to read:
 1926         720.302 Purposes, scope, and application.—
 1927         (5) Unless expressly stated to the contrary, corporations
 1928  that operate residential homeowners’ associations in this state
 1929  shall be governed by and subject to part I of chapter 607, if
 1930  the association was incorporated under that part chapter, or to
 1931  chapter 617, if the association was incorporated under that
 1932  chapter, and this chapter. This subsection is intended to
 1933  clarify existing law.
 1934         Section 72. Paragraph (c) of subsection (1) of section
 1935  720.306, Florida Statutes, is amended to read:
 1936         720.306 Meetings of members; voting and election
 1937  procedures; amendments.—
 1938         (1) QUORUM; AMENDMENTS.—
 1939         (c) Unless otherwise provided in the governing documents as
 1940  originally recorded or permitted by this chapter or chapter 617,
 1941  an amendment may not materially and adversely alter the
 1942  proportionate voting interest appurtenant to a parcel or
 1943  increase the proportion or percentage by which a parcel shares
 1944  in the common expenses of the association unless the record
 1945  parcel owner and all record owners of liens on the parcels join
 1946  in the execution of the amendment. For purposes of this section,
 1947  a change in quorum requirements is not an alteration of voting
 1948  interests. The merger or consolidation of one or more
 1949  associations under a plan of merger or consolidation under part
 1950  I of chapter 607 or chapter 617 is shall not be considered a
 1951  material or adverse alteration of the proportionate voting
 1952  interest appurtenant to a parcel.
 1953         Section 73. Paragraph (a) of subsection (1) of section
 1954  766.101, Florida Statutes, is amended to read:
 1955         766.101 Medical review committee, immunity from liability.—
 1956         (1) As used in this section:
 1957         (a) The term “medical review committee” or “committee”
 1958  means:
 1959         1.a. A committee of a hospital or ambulatory surgical
 1960  center licensed under chapter 395 or a health maintenance
 1961  organization certificated under part I of chapter 641;,
 1962         b. A committee of a physician-hospital organization, a
 1963  provider-sponsored organization, or an integrated delivery
 1964  system;,
 1965         c. A committee of a state or local professional society of
 1966  health care providers;,
 1967         d. A committee of a medical staff of a licensed hospital or
 1968  nursing home, provided the medical staff operates pursuant to
 1969  written bylaws that have been approved by the governing board of
 1970  the hospital or nursing home;,
 1971         e. A committee of the Department of Corrections or the
 1972  Correctional Medical Authority as created under s. 945.602, or
 1973  employees, agents, or consultants of either the department or
 1974  the authority or both;,
 1975         f. A committee of a professional service corporation formed
 1976  under chapter 621 or a corporation organized under part I of
 1977  chapter 607 or chapter 617, which is formed and operated for the
 1978  practice of medicine as defined in s. 458.305(3), and which has
 1979  at least 25 health care providers who routinely provide health
 1980  care services directly to patients;,
 1981         g. A committee of the Department of Children and Families
 1982  Family Services which includes employees, agents, or consultants
 1983  to the department as deemed necessary to provide peer review,
 1984  utilization review, and mortality review of treatment services
 1985  provided pursuant to chapters 394, 397, and 916;,
 1986         h. A committee of a mental health treatment facility
 1987  licensed under chapter 394 or a community mental health center
 1988  as defined in s. 394.907, provided the quality assurance program
 1989  operates pursuant to the guidelines that which have been
 1990  approved by the governing board of the agency;,
 1991         i. A committee of a substance abuse treatment and education
 1992  prevention program licensed under chapter 397 provided the
 1993  quality assurance program operates pursuant to the guidelines
 1994  that which have been approved by the governing board of the
 1995  agency;,
 1996         j. A peer review or utilization review committee organized
 1997  under chapter 440;,
 1998         k. A committee of the Department of Health, a county health
 1999  department, healthy start coalition, or certified rural health
 2000  network, when reviewing quality of care, or employees of these
 2001  entities when reviewing mortality records;, or
 2002         l. A continuous quality improvement committee of a pharmacy
 2003  licensed pursuant to chapter 465,
 2004  
 2005  which committee is formed to evaluate and improve the quality of
 2006  health care rendered by providers of health service, to
 2007  determine that health services rendered were professionally
 2008  indicated or were performed in compliance with the applicable
 2009  standard of care, or that the cost of health care rendered was
 2010  considered reasonable by the providers of professional health
 2011  services in the area; or
 2012         2. A committee of an insurer, self-insurer, or joint
 2013  underwriting association of medical malpractice insurance, or
 2014  other persons conducting review under s. 766.106.
 2015         Section 74. Subsection (14) of section 865.09, Florida
 2016  Statutes, is amended to read:
 2017         865.09 Fictitious name registration.—
 2018         (14) PROHIBITION.—A fictitious name registered as provided
 2019  in this section may not contain the words “Corporation” or
 2020  “Incorporated,” or the abbreviations “Corp.” or “Inc.,” unless
 2021  the person or business for which the name is registered is
 2022  incorporated or has obtained a certificate of authority to
 2023  transact business in this state pursuant to part I of chapter
 2024  607 or chapter 617.
 2025         Section 75. This act shall take effect July 1, 2014.