Florida Senate - 2020 SB 838
By Senator Simmons
9-00311B-20 2020838__
1 A bill to be entitled
2 An act relating to business organizations; amending s.
3 607.0120, F.S.; making technical changes; amending s.
4 607.0123, F.S.; specifying that certain documents
5 accepted by the Department of State for filing are
6 effective on the date the documents are accepted by
7 the department; making technical changes; amending ss.
8 607.0125, 607.0127, 607.01401, 607.0141, 607.0302,
9 607.0501, and 607.0601, F.S.; making technical
10 changes; amending s. 607.0602, F.S.; revising the
11 authority of a board of directors to reclassify
12 certain unissued shares; amending ss. 607.0620,
13 607.0623, 607.0630, 607.0704, 607.0705, 607.0707,
14 607.0720, 607.0721, 607.0732, and 607.0750, F.S.;
15 making technical changes; amending s. 607.0808, F.S.;
16 revising the required contents of a meeting notice
17 relating to the removal of a director by shareholders;
18 amending s. 607.0832, F.S.; making a technical change;
19 amending s. 607.0850, F.S.; revising the definition of
20 the term “expenses”; amending ss. 607.0855 and
21 607.0858, F.S.; making technical changes; amending s.
22 607.0901, F.S.; revising definitions; amending ss.
23 607.1002 and 607.1003, F.S.; making technical changes;
24 amending s. 607.1102, F.S.; authorizing a domestic
25 corporation to acquire one or more classes or series
26 of shares under certain circumstances; amending ss.
27 607.1103, 607.11035, 607.11045, 607.1106, and
28 607.11920, F.S.; making technical changes; amending s.
29 607.11921, F.S.; revising an exception for the
30 procedure to approve a plan of domestication; making a
31 technical change; amending ss. 607.11923 and
32 607.11924, F.S.; making technical changes; amending s.
33 607.11932, F.S.; revising an exception for the
34 procedure to approve a plan of conversion; making a
35 technical change; amending ss. 607.11933, 607.11935,
36 607.1202, 607.1301, 607.1302, 607.1303, 607.1320,
37 607.1333, 607.1340, 607.1403, 607.1406, 607.1422,
38 607.1430, 607.1431, 607.1432, 607.14401, 607.1501,
39 607.1502, 607.1503, 607.1504, 607.1505, 607.1507,
40 607.1509, 607.15091, 607.15101, 607.1520, 607.1602,
41 607.1604, and 607.1622, F.S.; making technical
42 changes; creating s. 607.1703, F.S.; authorizing the
43 department to direct certain interrogatories to
44 certain corporations and to officers or directors of
45 certain corporations; providing requirements for
46 answering the interrogatories; providing requirements
47 for the department relating to interrogatories;
48 authorizing the department to bring certain actions;
49 authorizing the department to file a lis pendens
50 against certain property and to certify certain
51 findings to the Department of Legal Affairs; providing
52 for powers and duties of the Department of State;
53 amending ss. 607.1907, 607.504, and 605.0116, F.S.;
54 making technical changes; amending s. 605.0207, F.S.;
55 specifying that certain documents accepted by the
56 department for filing are effective on the date the
57 records are accepted by the department; making a
58 technical change; amending ss. 605.0215, 605.0702,
59 605.0716, and 617.0501, F.S.; making technical
60 changes; amending s. 617.0825, F.S.; authorizing a
61 board of directors to appoint persons to serve on
62 certain committees; requiring that a majority of the
63 persons on such committees be directors; providing
64 exceptions; making technical changes; providing
65 responsibilities and duties for non-director committee
66 members; authorizing a corporation to create or
67 authorize the creation of advisory committees;
68 specifying an advisory committee is not a committee of
69 the board of directors; providing prohibitions and
70 authorizations for advisory committees; providing an
71 effective date.
72
73 Be It Enacted by the Legislature of the State of Florida:
74
75 Section 1. Subsection (10) of section 607.0120, Florida
76 Statutes, is amended to read:
77 607.0120 Filing requirements.—
78 (10) When the document is delivered to the department for
79 filing, the correct filing fee, and any other tax, license fee,
80 or penalty required to be paid by this chapter act or other law
81 shall be paid or provision for payment made in a manner
82 permitted by the department.
83 Section 2. Subsections (1) and (2) of section 607.0123,
84 Florida Statutes, are amended to read:
85 607.0123 Effective time and date of document.—Except as
86 otherwise provided in s. 607.0124(5), and subject to s.
87 607.0124(4), any document delivered to the department for filing
88 under this chapter may specify an effective time and a delayed
89 effective date. In the case of initial articles of
90 incorporation, a prior effective date may be specified in the
91 articles of incorporation if such date is within 5 business days
92 before the date of filing.
93 (1) Subject to s. 607.0124, a document accepted for filing
94 is effective:
95 (a) If the record filed filing does not specify an
96 effective time and does not specify a prior or a delayed
97 effective date, on the date and at the time the record filing is
98 accepted, as evidenced by the department’s endorsement of the
99 date and time on the filing.
100 (b) If the record filed filing specifies an effective time,
101 but not a prior or delayed effective date, on the date the
102 record filing is accepted, as evidenced by the department’s
103 endorsement, and filed at the time specified in the filing.
104 (c) If the record filed filing specifies a delayed
105 effective date, but not an effective time, at 12:01 a.m. on the
106 earlier of:
107 1. The specified date; or
108 2. The 90th day after the date the record is filed of the
109 filing.
110 (d) If the record filed filing specifies a delayed
111 effective date and an effective time, at the specified time on
112 the earlier of:
113 1. The specified date; or
114 2. The 90th day after the date the record is filed of the
115 filing.
116 (e) If the record filed filing is of initial articles of
117 incorporation and specifies an effective date before the date of
118 the filing, but no effective time, at 12:01 a.m. on the later
119 of:
120 1. The specified date; or
121 2. The 5th business day before the date of the record is
122 filed filing.
123 (f) If the record filed filing is of initial articles of
124 incorporation and specifies an effective time and an effective
125 date before the date of the filing, at the specified time on the
126 later of:
127 1. The specified date; or
128 2. The 5th business day before the date the record is filed
129 of the filing.
130 (2) If the record filed a filed document does not specify
131 the time zone or place at which the date or time, or both, is to
132 be determined, the date or time, or both, at which it becomes
133 effective shall be those prevailing at the place of filing in
134 this state.
135 Section 3. Subsection (3) of section 607.0125, Florida
136 Statutes, is amended to read:
137 607.0125 Filing duties of the department.—
138 (3) If the department refuses to file a document, the
139 department shall return the document to the domestic or foreign
140 corporation or its authorized representative within 15 days
141 after the document was received for filing, together with a
142 brief, written explanation of the reason for refusal.
143 Section 4. Section 607.0127, Florida Statutes, is amended
144 to read:
145 607.0127 Certificates to be received in evidence;
146 evidentiary effect of certified copy of filed document.—All
147 certificates issued by the department pursuant to this chapter
148 must be taken and received in all courts, public offices, and
149 official bodies as prima facie evidence of the facts stated. A
150 certificate the department delivered with a copy of a document
151 filed by the department, bearing the signature of the secretary
152 of state, which may be in facsimile, and the seal of this the
153 state, is conclusive evidence that the original document is on
154 file with the department.
155 Section 5. Subsections (1), (2), (22), (51), (61), and (63)
156 of section 607.01401, Florida Statutes, are amended to read:
157 607.01401 Definitions.—As used in this chapter, unless the
158 context otherwise requires, the term:
159 (1) “Acquired eligible entity” means the a domestic or
160 foreign eligible entity that will have all of one or more
161 classes or series of its shares or eligible interests acquired
162 in a share exchange.
163 (2) “Acquiring eligible entity” means the a domestic or
164 foreign eligible entity that will acquire all of one or more
165 classes or series of shares or eligible interests of the
166 acquired eligible entity in a share exchange.
167 (22) “Domesticating corporation” means the a domestic
168 corporation that approves a plan of domestication pursuant to s.
169 607.11921, or the a foreign corporation that approves a
170 domestication pursuant to the organic law of the foreign
171 corporation.
172 (51) “New interest holder liability,” in the context of a
173 merger or share exchange, means interest holder liability of a
174 person resulting from a merger or share exchange that is:
175 (a) In respect of an eligible entity which is different
176 from the eligible entity and not the same eligible entity in
177 which the person held shares or eligible interests, immediately
178 before the merger or share exchange became effective; or
179 (b) In respect of the same eligible entity as the one in
180 which the person held shares or eligible interests, immediately
181 before the merger or share exchange became effective if:
182 1. The person did not have interest holder liability
183 immediately before the merger or share exchange became
184 effective; or
185 2. The person had interest holder liability immediately
186 before the merger or share exchange became effective, the terms
187 and conditions of which were changed when the merger or share
188 exchange became effective.
189 (61) “Public organic record” means a record, the filing of
190 which by a governmental body is required to form an entity, and
191 or an amendment to or restatement of such record. Where a public
192 organic record has been amended or restated, the term means the
193 public organic record as last amended or restated. The term
194 includes the following:
195 (a) The articles of incorporation of a corporation for
196 profit;
197 (b) The articles of incorporation of a nonprofit
198 corporation;
199 (c) The certificate of limited partnership of a limited
200 partnership;
201 (d) The articles of organization, certificate of
202 organization, or certificate of formation of a limited liability
203 company;
204 (e) The articles of incorporation of a general cooperative
205 association or a limited cooperative association;
206 (f) The certificate of trust of a statutory trust or
207 similar record of a business trust; or
208 (g) The articles of incorporation of a real estate
209 investment trust.
210 (63) “Record date” means the date fixed for determining the
211 identity of the corporation’s shareholders and their share
212 holdings for purposes of this chapter. Unless another time is
213 specified when the record date is fixed, the determination shall
214 be made as of the close of the business at the principal office
215 of the corporation on the date so fixed.
216 Section 6. Subsections (4) and (11) of section 607.0141,
217 Florida Statutes, are amended to read:
218 607.0141 Notice.—
219 (4) Written notice to a domestic corporation or to a
220 foreign corporation authorized to transact business in this
221 state may be addressed:
222 (a) To its registered agent at the domestic corporation’s
223 or foreign corporation’s registered office; or
224 (b) To the domestic corporation or foreign corporation or
225 to the domestic corporation’s or foreign corporation’s secretary
226 at the domestic corporation’s or foreign corporation’s principal
227 office or electronic mail address as authorized and shown in its
228 most recent annual report or, in the case of a domestic
229 corporation or foreign corporation that has not yet delivered an
230 annual report, in a domestic corporation’s articles of
231 incorporation or in a foreign corporation’s application for
232 certificate of authority.
233 (11) If this chapter act prescribes requirements for
234 notices or other communications in particular circumstances,
235 those requirements govern. If articles of incorporation or
236 bylaws prescribe requirements for notices or other
237 communications not less stringent than the requirements of this
238 section or other provisions of this chapter act, those
239 requirements govern. The articles of incorporation or bylaws may
240 authorize or require delivery of notices of meetings of
241 directors by electronic transmission.
242 Section 7. Section 607.0302, Florida Statutes, is amended
243 to read:
244 607.0302 General powers.—Unless its articles of
245 incorporation provide otherwise, every corporation has perpetual
246 duration and succession in its corporate name and has the same
247 powers as an individual to do all things necessary or convenient
248 to carry out its business and affairs, including power:
249 (1) To sue and be sued, complain, and defend in its
250 corporate name;
251 (2) To have a corporate seal, which may be altered at will
252 and to use it or a facsimile of it, by impressing or affixing it
253 or in any other manner reproducing it;
254 (3) To purchase, receive, lease, or otherwise acquire, and
255 own, hold, improve, use, and otherwise deal with real or
256 personal property or any legal or equitable interest in property
257 wherever located;
258 (4) To sell, convey, mortgage, pledge, create a security
259 interest in, lease, exchange, and otherwise dispose of all or
260 any part of its property;
261 (5) To lend money to, and use its credit to assist, its
262 officers and employees in accordance with s. 607.0833;
263 (6) To purchase, receive, subscribe for, or otherwise
264 acquire; own, hold, vote, use, sell, mortgage, lend, pledge, or
265 otherwise dispose of; and deal in and with shares or other
266 interests in, or obligations of, any other entity;
267 (7) To make contracts and guarantees, incur liabilities,
268 borrow money, issue its notes, bonds, and other securities and
269 obligations (which may be convertible into or include the option
270 to purchase other securities of the corporation), and secure any
271 of its obligations by mortgage or pledge of any of its property,
272 franchises, or income and make contracts of guaranty and
273 suretyship which are necessary or convenient to the conduct,
274 promotion, or attainment of the business of a corporation the
275 majority of the outstanding shares of which is owned, directly
276 or indirectly, by the contracting corporation; a corporation
277 which owns, directly or indirectly, a majority of the
278 outstanding shares of the contracting corporation; or a
279 corporation the majority of the outstanding shares of which is
280 owned, directly or indirectly, by a corporation which owns,
281 directly or indirectly, the majority of the outstanding shares
282 of the contracting corporation, which contracts of guaranty and
283 suretyship shall be deemed to be necessary or convenient to the
284 conduct, promotion, or attainment of the business of the
285 contracting corporation, and make other contracts of guaranty
286 and suretyship which are necessary or convenient to the conduct,
287 promotion, or attainment of the business of the contracting
288 corporation;
289 (8) To lend money, invest and reinvest its funds, and
290 receive and hold real and personal property as security for
291 repayment;
292 (9) To conduct its business, locate offices, and exercise
293 the powers granted by this chapter within or without this state;
294 (10) To elect directors and appoint officers, employees,
295 and agents of the corporation and define their duties, fix their
296 compensation, and lend them money and credit;
297 (11) To make and amend bylaws, not inconsistent with its
298 articles of incorporation or with the laws of this state, for
299 managing the business and regulating the affairs of the
300 corporation;
301 (12) To make donations for the public welfare or for
302 charitable, scientific, or educational purposes;
303 (13) To transact any lawful business that will aid
304 governmental policy;
305 (14) To make payments or donations or do any other act not
306 inconsistent with law that furthers the business and affairs of
307 the corporation;
308 (15) To pay pensions and establish pension plans, pension
309 trusts, profit-sharing plans, share bonus plans, share option
310 plans, and benefit or incentive plans for any or all of its
311 current or former directors, officers, employees, and agents and
312 for any or all of the current or former directors, officers,
313 employees, and agents of its subsidiaries;
314 (16) To provide insurance for its benefit on the life of
315 any of its directors, officers, or employees, or on the life of
316 any shareholder for the purpose of acquiring at his, or her, or
317 its death shares of its stock owned by the shareholder or by the
318 spouse or children of the shareholder; and
319 (17) To be a promoter, incorporator, partner, member,
320 associate, or manager of any corporation, partnership, joint
321 venture, trust, or other entity.
322 Section 8. Subsections (1) and (5) of section 607.0501,
323 Florida Statutes, are amended to read:
324 607.0501 Registered office and registered agent.—
325 (1) Each corporation shall designate and continuously
326 maintain in this state:
327 (a) A registered office, which may be the same as its place
328 of business in this state; and
329 (b) A registered agent, which must be:
330 1. An individual who resides in this state whose business
331 address is identical to the address of the registered office;
332 2. Another domestic entity that is an authorized entity and
333 whose business address is identical to the address of the
334 registered office; or
335 3. A foreign entity authorized to transact business in this
336 state which is an authorized entity and whose business address
337 is identical to the address of the registered office.
338 (5) The department shall maintain an accurate record of the
339 registered agent agents and registered office for service of
340 process and shall promptly furnish any information disclosed
341 thereby upon request and payment of the required fee.
342 Section 9. Subsection (2) of section 607.0601, Florida
343 Statutes, is amended to read:
344 607.0601 Authorized shares.—
345 (2) The articles of incorporation must authorize:
346 (a) One or more classes or series of shares that together
347 have unlimited voting rights, and
348 (b) One or more classes or series of shares (which may be
349 the same class or series or classes or series as those with
350 voting rights) that together are entitled to receive the net
351 assets of the corporation upon dissolution.
352 Section 10. Subsection (1) of section 607.0602, Florida
353 Statutes, is amended to read:
354 607.0602 Terms of class or series determined by board of
355 directors.—
356 (1) If the articles of incorporation so provide, the board
357 of directors is authorized, without shareholder approval, to:
358 (a) Classify any unissued shares into one or more classes
359 or into one or more series within a class;
360 (b) Reclassify any unissued shares of any class into one or
361 more classes or into one or more series within a class one or
362 more classes; or
363 (c) Reclassify any unissued shares of any series of any
364 class into one or more classes or into one or more series within
365 a class.
366 Section 11. Subsection (5) of section 607.0620, Florida
367 Statutes, is amended to read:
368 607.0620 Subscriptions for shares.—
369 (5) If a subscriber defaults in payment of money or
370 property under a subscription agreement entered into before
371 incorporation, the corporation may collect the amount owed as
372 any other debt. Alternatively, unless the subscription agreement
373 provides otherwise, the corporation may rescind the agreement
374 and may sell the shares if the debt remains unpaid more than 20
375 days after the corporation delivers written demand for payment
376 to the subscriber. If the subscription agreement is rescinded
377 and the shares sold, then, notwithstanding the rescission, the
378 defaulting subscriber or his, or her, or its legal
379 representative shall be entitled to be paid the excess of the
380 sale proceeds over the sum of the amount due and unpaid on the
381 subscription and the reasonable expenses incurred in selling the
382 shares, but in no event shall the defaulting subscriber or his,
383 or her, or its legal representative be entitled to be paid an
384 amount greater than the amount paid by the subscriber on the
385 subscription.
386 Section 12. Subsection (1) of section 607.0623, Florida
387 Statutes, is amended to read:
388 607.0623 Share dividends.—
389 (1) Unless the articles of incorporation provide otherwise,
390 shares may be issued pro rata and without consideration to the
391 corporation’s shareholders or to the shareholders of one or more
392 classes or series of or shares. An issuance of shares under this
393 subsection is a share dividend.
394 Section 13. Paragraphs (c) and (d) of subsection (2) of
395 section 607.0630, Florida Statutes, are amended to read:
396 607.0630 Shareholders’ preemptive rights.—
397 (2) A statement included in the articles of incorporation
398 that “the corporation elects to have preemptive rights” (or
399 words of similar import) means that the following principles
400 apply except to the extent the articles of incorporation
401 expressly provide otherwise:
402 (c) There is no preemptive right with respect to:
403 1. Shares issued as compensation to directors, officers,
404 agents, or employees of the corporation, its subsidiaries, or
405 its affiliates;
406 2. Shares issued to satisfy conversion or option rights
407 created to provide compensation to directors, officers, agents,
408 or employees of the corporation, its subsidiaries, or its
409 affiliates;
410 3. Shares authorized in the articles of incorporation that
411 are issued within 6 months from the effective date of
412 incorporation;
413 4. Shares issued pursuant to a plan of reorganization
414 approved by a court of competent jurisdiction pursuant to a law
415 of this state or of the United States; or
416 5. Shares issued for consideration other than money.
417 (d) Holders of shares of any class or series without
418 general voting rights but with preferential rights to
419 distributions to receive the net assets upon dissolution have no
420 preemptive rights with respect to shares of any class or series.
421 Section 14. Subsection (7) of section 607.0704, Florida
422 Statutes, is amended to read:
423 607.0704 Action by shareholders without a meeting.—
424 (7) The notice requirements in subsection (3) do not delay
425 the effectiveness of actions taken by written consent, and a
426 failure to comply with such notice requirement does not
427 invalidate actions taken by written consent. This subsection
428 shall may not be deemed to limit judicial power to fashion any
429 appropriate remedy in favor of a shareholder adversely affected
430 by a failure to give such notice within the required time
431 period.
432 Section 15. Subsection (5) of section 607.0705, Florida
433 Statutes, is amended to read:
434 607.0705 Notice of meeting.—
435 (5) Notwithstanding the foregoing, whenever notice is
436 required to be given to any shareholder under this chapter or
437 the articles of incorporation or bylaws of any corporation to
438 whom:
439 (a) Notice of two consecutive annual meetings, and all
440 notices of meetings or the taking of action by written consent
441 without a meeting to such person during the period between such
442 two consecutive annual meetings; or
443 (b) All, and at least two payments checks in payment of
444 dividends or interest on securities during a 12-month period,
445
446 have been sent by first-class United States mail, addressed to
447 the shareholder at such person’s address as it appears in the
448 record of shareholders of the corporation, maintained in
449 accordance with s. 607.1601(4), and returned undeliverable, then
450 the giving of such notice to such person shall not be required.
451 Any action or meeting which is taken or held without notice to
452 such person has the same force and effect as if such notice has
453 been duly given. If any such person delivers to the corporation
454 a written notice setting forth such person’s then current
455 address, the requirement that a notice be given to such person
456 with respect to future notices shall be reinstated.
457 Section 16. Subsections (2), (9), and (10) of section
458 607.0707, Florida Statutes, are amended to read:
459 607.0707 Record date.—
460 (2) If not otherwise provided by or pursuant to the bylaws,
461 the record date for determining shareholders entitled to demand
462 a special meeting is the date the first shareholder delivers his
463 or her demand to the corporation.
464 (9) Shares of a corporation’s own stock acquired by the
465 corporation between the record date for determining shareholders
466 entitled to notice of or to vote at a meeting of shareholders
467 and the time of the meeting may be voted on at the meeting by
468 the holder of record as of the record date and shall be counted
469 in determining the total number of outstanding shares entitled
470 to be voted at the meeting.
471 (2)(10) If not otherwise fixed under s. 607.0703 or
472 otherwise provided by or pursuant to the bylaws, the record date
473 for determining shareholders entitled to demand a special
474 meeting is the earliest date on which a signed shareholder
475 demand is delivered to the corporation. A written demand for a
476 special meeting is not effective unless, within 60 days of the
477 earliest date on which such a demand delivered to the
478 corporation as required by s. 607.0702 was signed, written
479 demands signed by shareholders holding at least the percentage
480 of votes specified in or fixed in accordance with s.
481 607.0702(1)(b) have been delivered to the corporation.
482 Section 17. Subsection (2) of section 607.0720, Florida
483 Statutes, is amended to read:
484 607.0720 Shareholders’ list for meeting.—
485 (2) The shareholders’ list for notice must be available for
486 inspection by any shareholder for a period of 10 days prior to
487 the meeting or such shorter time as exists between the record
488 date and the meeting and continuing through the meeting at the
489 corporation’s principal office, at a place identified in the
490 meeting notice in the city where the meeting will be held, or at
491 the office of the corporation’s transfer agent or registrar. Any
492 separate shareholders’ list for voting, if different, must be
493 similarly available for inspection promptly after the record
494 date for voting. A shareholder or the shareholder’s agent or
495 attorney is entitled on written demand to inspect and, subject
496 to the requirements of s. 607.1602(3), copy a list during
497 regular business hours and at his, or her, or its expense,
498 during the period it is available for inspection.
499 Section 18. Subsection (3) of section 607.0721, Florida
500 Statutes, is amended to read:
501 607.0721 Voting entitlement of shares.—
502 (3) Shares held by the corporation in a fiduciary capacity
503 for the benefit of any person are entitled to vote unless they
504 are held for the benefit of, or otherwise belong to, the
505 corporation directly, or indirectly through an entity of which a
506 majority of the voting power is held directly or indirectly by
507 the corporation or which is otherwise controlled by the
508 corporation. For the purposes of this section subsection,
509 “voting power” means the current power to vote in the election
510 of directors of a corporation or to elect, select, or appoint
511 those persons who will govern another entity.
512 Section 19. Subsection (2) of section 607.0732, Florida
513 Statutes, is amended to read:
514 607.0732 Shareholder agreements.—
515 (2) An agreement authorized by this section shall be:
516 (a)1. Set forth or referenced in the articles of
517 incorporation or bylaws and approved by all persons who are
518 shareholders at the time of the agreement; or
519 2. Set forth in a written agreement that is signed by all
520 persons who are shareholders at the time of the agreement and
521 such written agreement is made known to the corporation; and
522 (b) Subject to termination or amendment only by all persons
523 who are shareholders at the time of the termination or
524 amendment, unless the agreement provides otherwise.
525 Section 20. Subsection (1) of section 607.0750, Florida
526 Statutes, is amended to read:
527 607.0750 Direct action by shareholder.—
528 (1) Subject to subsection (2), a shareholder may maintain a
529 direct action against another shareholder, an officer, a
530 director, or the company, to enforce the shareholder’s rights
531 and otherwise protect the shareholder’s interests, including
532 rights and interests under the articles of incorporation, the
533 bylaws or this chapter or arising independently of the
534 shareholder relationship.
535 Section 21. Subsection (4) of section 607.0808, Florida
536 Statutes, is amended to read:
537 607.0808 Removal of directors by shareholders.—
538 (4) A director may be removed by the shareholders only at a
539 meeting of shareholders called for the purpose of removing the
540 director, and the meeting notice must state that the removal of
541 the director is the purpose, or one of the purposes, of the
542 meeting.
543 Section 22. Subsection (7) of section 607.0832, Florida
544 Statutes, is amended to read:
545 607.0832 Director conflicts of interest.—
546 (7) If Where shareholders’ action under this section does
547 not satisfy a quorum or voting requirement applicable to the
548 authorization of the transaction by shareholders as required by
549 the articles of incorporation, the bylaws, this chapter, or any
550 other law, an action to satisfy those authorization
551 requirements, whether as part of the same action or by way of
552 another action, must be taken by the shareholders in order to
553 authorize the transaction. In such action, the vote or consent
554 of shareholders who are not disinterested shareholders may be
555 counted.
556 Section 23. Subsection (4) of section 607.0850, Florida
557 Statutes, is amended to read:
558 607.0850 Definitions.—In ss. 607.0850-607.0859, the term:
559 (4) “Expenses” includes reasonable attorney fees and
560 expenses, including those incurred in connection with any
561 appeal.
562 Section 24. Subsection (2) of section 607.0855, Florida
563 Statutes, is amended to read:
564 607.0855 Determination and authorization of
565 indemnification.—
566 (2) The determination shall be made:
567 (a) If there are two or more qualified directors, by the
568 board of directors by a majority vote of all of the qualified
569 directors, a majority of whom shall for such purposes constitute
570 a quorum, or by a majority of the members of a committee of two
571 or more qualified directors appointed by such a vote; or
572 (b) By independent special legal counsel:
573 1. Selected in the manner prescribed by paragraph (a); or
574 2. If there are fewer than two qualified directors,
575 selected by the board of directors, in which selection directors
576 who are not qualified directors may participate; or
577 (c) By the shareholders, but shares owned by or voted under
578 the control of a director or officer who, at the time of the
579 determination, is not a qualified director or an officer who is
580 a party to the proceeding may not be counted as votes in favor
581 of the determination.
582 Section 25. Subsection (1) of section 607.0858, Florida
583 Statutes, is amended to read:
584 607.0858 Variation by corporate action; application of ss.
585 607.0850-607.0859.—
586 (1) The indemnification provided pursuant to ss. 607.0851
587 and 607.0852 and the advancement of expenses provided pursuant
588 to s. 607.0853 are not exclusive, and a corporation may, by a
589 provision in its articles of incorporation, bylaws, or any
590 agreement, or by vote of shareholders or disinterested
591 directors, or otherwise, obligate itself in advance of the act
592 or omission giving rise to a proceeding to provide any other or
593 further indemnification or advancement of expenses to any of its
594 directors or officers. Any such obligatory provision shall be
595 deemed to satisfy the requirements for authorization referred to
596 in ss. 607.0853(3) and 607.0855(3). Any such provision that
597 obligates the corporation to provide indemnification to the
598 fullest extent permitted by law shall be deemed to obligate the
599 corporation to advance funds to pay for or reimburse expenses in
600 accordance with s. 607.0853 to the fullest extent permitted by
601 law, unless the provision specifically provides otherwise.
602 Section 26. Paragraph (f) of subsection (1) of section
603 607.0901, Florida Statutes, is amended to read:
604 607.0901 Affiliated transactions.—
605 (1) For purposes of this section:
606 (f) “Control,” “controlling,” “controlled by,” and “under
607 common control with” mean the possession, directly or
608 indirectly, through the ownership of voting interests shares, by
609 contract, arrangement, understanding, relationship, or
610 otherwise, of the power to direct or cause the direction of the
611 management and policies of a person. A person who is the owner
612 of 20 percent or more of the outstanding voting interests shares
613 of any corporation, partnership, unincorporated association, or
614 other entity is presumed to have control of such entity, in the
615 absence of proof by a preponderance of the evidence to the
616 contrary. Notwithstanding the foregoing, a person shall not be
617 deemed to have control of an entity if such person holds voting
618 interests shares, in good faith and not for the purpose of
619 circumventing this section, as an agent, bank, broker, nominee,
620 custodian, or trustee for one or more beneficial owners who do
621 not individually or as a group have control of such entity.
622 Section 27. Subsection (11) of section 607.1002, Florida
623 Statutes, is amended to read:
624 607.1002 Amendment by board of directors.—Unless the
625 articles of incorporation provide otherwise, a corporation’s
626 board of directors may adopt one or more amendments to the
627 corporation’s articles of incorporation without shareholder
628 approval:
629 (11) To make any other change expressly permitted by this
630 chapter act to be made without shareholder approval.
631 Section 28. Paragraph (a) of subsection (2) and subsection
632 (4) of section 607.1003, Florida Statutes, are amended to read:
633 607.1003 Amendment by board of directors and shareholders.
634 If a corporation has issued shares, an amendment to the articles
635 of incorporation shall be adopted in the following manner:
636 (2)(a) Except as provided in s. ss. 607.1002, s. 607.10025,
637 s. and 607.1008, or and, with respect to restatements that do
638 not require shareholder approval, s. 607.1007, the amendment
639 shall then be approved by the shareholders.
640 (4) If the amendment is required to be approved by the
641 shareholders, and the approval is to be given at a meeting, the
642 corporation must notify each shareholder, whether or not
643 entitled to vote, of the meeting of shareholders at which the
644 amendment is to be submitted for approval. The notice must be
645 given in accordance with s. 607.0705; must state that the
646 purpose, or one of the purposes, of the meeting is to consider
647 the amendment; and must contain or be accompanied by a copy of
648 the amendment.
649 Section 29. Subsections (1) and (6) of section 607.1102,
650 Florida Statutes, are amended to read:
651 607.1102 Share exchange.—
652 (1) By complying with this chapter, including adopting a
653 plan of share exchange in accordance with subsection (3) and
654 complying with s. 607.1103:
655 (a) A domestic corporation may acquire all of the shares or
656 one or more classes or series of shares or rights to acquire
657 shares of one or more classes or series of shares or rights to
658 acquire shares of another domestic or foreign corporation, or
659 all of the eligible interests of one or more classes or series
660 of interests of a domestic or foreign eligible entity, or any
661 combination of the foregoing, pursuant to a plan of share
662 exchange, in exchange for:
663 1. Shares or other securities.
664 2. Eligible interests.
665 3. Obligations.
666 4. Rights to acquire shares, other securities, or eligible
667 interests.
668 5. Cash.
669 6. Other property.
670 7. Any combination of the foregoing; or
671 (b) All of the shares of one or more classes or series of
672 shares or rights to acquire shares of a domestic corporation may
673 be acquired by another domestic or foreign eligible entity,
674 pursuant to a plan of share exchange, in exchange for:
675 1. Shares or other securities.
676 2. Eligible interests.
677 3. Obligations.
678 4. Rights to acquire shares, other securities, or eligible
679 interests.
680 5. Cash.
681 6. Other property.
682 7. Any combination of the foregoing.
683 (6) A plan of share exchange may be amended only with the
684 consent of each party to the share exchange, except as provided
685 in the plan. A domestic eligible entity may approve an amendment
686 to a plan:
687 (a) In the same manner as the plan was approved, if the
688 plan does not provide for the manner in which it may be amended;
689 or
690 (b) In the manner provided in the plan, except that
691 shareholders, members, or interest holders that were entitled to
692 vote on or consent to approval of the plan are entitled to vote
693 on or consent to any amendment of the plan that will change:
694 1. The amount or kind of shares or other securities;
695 eligible interests; obligations; rights to acquire shares, other
696 securities, or eligible interests; cash; or other property; or
697 any combination of the foregoing, to be received under the plan
698 by the shareholders, members, or interest holders of the
699 acquired eligible entity; or
700 2. Any of the other terms or conditions of the plan if the
701 change would adversely affect such shareholders, members, or
702 interest holders in any material respect.
703 Section 30. Section 607.1103, Florida Statutes, is amended
704 to read:
705 607.1103 Action on a plan of merger or share exchange.—In
706 the case of a domestic corporation that is a party to a merger
707 or is the acquired eligible entity in a share exchange, the plan
708 of merger or the plan of share exchange must be adopted in the
709 following manner:
710 (1) The plan of merger or the plan of share exchange shall
711 first be adopted by the board of directors of such domestic
712 corporation.
713 (2)(a) Except as provided in subsections (8), (10), and
714 (11), and in ss. 607.11035 and 607.1104, the plan of merger or
715 the plan of share exchange shall then be adopted by the
716 shareholders.
717 (b) In submitting the plan of merger or the plan of share
718 exchange to the shareholders for approval, the board of
719 directors shall recommend that the shareholders approve the
720 plan, or in the case of an offer referred to in s.
721 607.11035(1)(b), that the shareholders tender their shares to
722 the offeror in response to the offer, unless:
723 1. The board of directors makes a determination that
724 because of conflicts of interest or other special circumstances,
725 it should not make such a recommendation; or
726 2. Section 607.0826 applies.
727 (c) If either subparagraph (b)1. or subparagraph (b)2.
728 applies, the board shall inform the shareholders of the basis
729 for its so proceeding without such recommendation.
730 (3) The board of directors may set conditions for the
731 approval of the proposed merger or share exchange by the
732 shareholders or the effectiveness of the plan of merger or the
733 plan of share exchange.
734 (4) If the plan of merger or the plan of share exchange is
735 required to be approved by the shareholders, and if the approval
736 is to be given at a meeting, the corporation shall notify each
737 shareholder, regardless of whether entitled to vote, of the
738 meeting of shareholders at which the plan is submitted for
739 approval in accordance with s. 607.0705. The notice shall also
740 state that the purpose, or one of the purposes, of the meeting
741 is to consider the plan of merger or the plan of share exchange,
742 regardless of whether or not the meeting is an annual or a
743 special meeting, and contain or be accompanied by a copy of the
744 plan. If the corporation is to be merged into an existing
745 foreign or domestic eligible entity, the notice must also
746 include or be accompanied by a copy of the articles of
747 incorporation and bylaws or the organic rules of that eligible
748 entity into which the corporation is to be merged. If the
749 corporation is to be merged with a domestic or foreign eligible
750 entity and a new domestic or foreign eligible entity is to be
751 created pursuant to the merger, the notice must include or be
752 accompanied by a copy of the articles of incorporation and
753 bylaws or the organic rules of the new eligible entity.
754 Furthermore, if applicable, the notice shall contain a clear and
755 concise statement that, if the plan of merger or share exchange
756 is effected, shareholders dissenting therefrom may be entitled,
757 if they comply with the provisions of this chapter regarding
758 appraisal rights, to be paid the fair value of their shares, and
759 shall be accompanied by a copy of ss. 607.1301-607.1340.
760 (5) Unless this chapter, the articles of incorporation, or
761 the board of directors (acting pursuant to subsection (3))
762 requires a greater vote or a greater quorum in the respective
763 case, approval of the plan of merger or the plan of share
764 exchange shall require the approval of the shareholders at a
765 meeting at which a quorum exists by a majority of the votes
766 entitled to be cast on the plan, and, if any class or series of
767 shares is entitled to vote as a separate voting group on the
768 plan of merger or the plan of share exchange, the approval of
769 each such separate voting group at a meeting at which a quorum
770 of the voting group is present by a majority of the votes
771 entitled to be cast on the merger or share exchange by that
772 voting group.
773 (6)(a) Subject to subsection (7), voting by a class or
774 series as a separate voting group is required on a plan of
775 merger:
776 1. By each class or series of shares of the corporation
777 that would be entitled to vote as a separate voting group on any
778 provision in the plan which, if such provision had been
779 contained in a proposed amendment to the articles of
780 incorporation of a surviving corporation, would have entitled
781 the class or series to vote as a separate voting group on the
782 proposed amendment under s. 607.1004.; or
783 2. If the plan contains a provision that would allow the
784 plan to be amended to include the type of amendment to the
785 articles of incorporation referenced in subparagraph 1., by each
786 class or series of shares of the corporation that would have
787 been entitled to vote as a separate voting group on any such
788 amendment to the articles of incorporation.; or
789 3. By each class or series of shares of the corporation
790 that is to be converted under the plan of merger into shares;
791 other securities; eligible interests; obligations; rights to
792 acquire shares, other securities, or eligible interests; cash;
793 property; or any combination of the foregoing.; or
794 4. If the plan contains a provision that would allow the
795 plan to be amended to convert other classes or series of shares
796 of the corporation, by each class or series of shares of the
797 corporation that would have been entitled to vote as a separate
798 voting group if the plan were to be so amended.
799 (b) Subject to subsection (7), voting by a class or series
800 as a separate voting group is required on a plan of share
801 exchange:
802 1. By each class or series that is to be exchanged in the
803 exchange, with each class or series constituting a separate
804 voting group.; or
805 2. If the plan contains a provision that would allow the
806 plan to be amended to include the type of amendment to the
807 articles of incorporation referenced in subparagraph (a)1., by
808 each class or series of shares of the corporation that would
809 have been entitled to vote as a separate voting group on any
810 such amendment to the articles of incorporation.
811 (c) Subject to subsection (7), voting by a class or series
812 as a separate voting group is required on a plan of merger or a
813 plan of share exchange if the group is entitled under the
814 articles of incorporation to vote as a separate voting group to
815 approve the plan of merger or the plan of share exchange,
816 respectively.
817 (7) The articles of incorporation may expressly limit or
818 eliminate the separate voting rights provided in any one or more
819 of subparagraphs (6)(a)3. and 4. and subparagraph (6)(a)3.,
820 subparagraph (6)(a)4., or subparagraph (6)(b)1. as to any class
821 or series of shares, except when the plan of merger or the plan
822 for share exchange:
823 (a) Includes what is or would be, in effect, an amendment
824 subject to any one or more of subparagraphs (6)(a)1. and 2. and
825 (6)(b)2.; and
826 (b) Will not affect a substantive business combination.
827 (8) Unless the corporation’s articles of incorporation
828 provide otherwise, approval by the corporation’s shareholders of
829 a plan of merger is not required if:
830 (a) The corporation will survive the merger;
831 (b) The articles of incorporation of the surviving
832 corporation will not differ (except for amendments enumerated in
833 s. 607.1002) from its articles of incorporation before the
834 merger; and
835 (c) Each shareholder of the surviving corporation whose
836 shares were outstanding immediately prior to the effective date
837 of the merger will hold the same number of shares, with
838 identical designations, preferences, rights, and limitations,
839 immediately after the effective date of the merger.
840 (9) If, as a result of a merger or share exchange, one or
841 more shareholders of a domestic corporation would become subject
842 to new interest holder liability, approval of the plan of merger
843 or the plan of share exchange shall require, in connection with
844 the transaction, the signing by each such shareholder of a
845 separate written consent to become subject to such new interest
846 holder liability, unless in the case of a shareholder that
847 already has interest holder liability with respect to such
848 domestic corporation:
849 (a) The new interest holder liability is with respect to a
850 domestic or foreign corporation (which may be a different or the
851 same domestic corporation in which the person is a shareholder);
852 and
853 (b) The terms and conditions of the new interest holder
854 liability are substantially identical to those of the existing
855 interest holder liability (other than for changes that reduce or
856 eliminate such interest holder liability).
857 (10) Unless the articles of incorporation otherwise
858 provide, approval of a plan of share exchange by the
859 shareholders of a domestic corporation is not required if the
860 corporation is the acquiring eligible entity in the share
861 exchange.
862 (11) Unless the articles of incorporation otherwise
863 provide, shares in the acquired eligible entity not to be
864 exchanged under the plan of share exchange are not entitled to
865 vote on the plan.
866 Section 31. Subsection (1) of section 607.11035, Florida
867 Statutes, is amended to read:
868 607.11035 Shareholder approval of a merger or share
869 exchange in connection with a tender offer.—
870 (1) Unless the articles of incorporation otherwise provide,
871 shareholder approval of a plan of merger or a plan of share
872 exchange under s. 607.1103(1)(b) is not required if:
873 (a) The plan of merger or share exchange expressly:
874 1. Permits or requires the merger or share exchange to be
875 effected under this section; and
876 2. Provides that, if the merger or share exchange is to be
877 effected under this section, the merger or share exchange will
878 be effected as soon as practicable following the satisfaction of
879 the requirement in paragraph (f);
880 (b) Another party to the merger, the acquiring eligible
881 entity in the share exchange, or a parent of another party to
882 the merger or the parent of the acquiring eligible entity in the
883 share exchange, makes an offer to purchase, on the terms
884 provided in the plan of merger or the plan of share exchange,
885 any and all of the outstanding shares of the corporation that,
886 absent this section, would be entitled to vote on the plan of
887 merger or the plan of share exchange, except that the offer may
888 exclude shares of the corporation that are owned at the
889 commencement of the offer by the corporation, the offeror, or
890 any parent of the offeror, or by any wholly owned subsidiary of
891 any of the foregoing;
892 (c) The offer discloses that the plan of merger or the plan
893 of share exchange provides that the merger or share exchange
894 will be effected as soon as practicable following the
895 satisfaction of the requirement in paragraph (f) and that the
896 shares of the corporation that are not tendered in response to
897 the offer will be treated pursuant to paragraph (h);
898 (d) The offer remains open for at least 10 days;
899 (e) The offeror purchases all shares properly tendered in
900 response to the offer and not properly withdrawn;
901 (f) The shares listed below are collectively entitled to
902 cast at least the minimum number of votes on the merger or share
903 exchange that, absent this section, would be required by this
904 chapter and by the articles of incorporation for the approval of
905 the merger or share exchange by the shareholders and by each
906 other voting group entitled to vote on the merger or share
907 exchange at a meeting at which all shares entitled to vote on
908 the approval were present and voted:
909 1. Shares purchased by the offeror in accordance with the
910 offer;
911 2. Shares otherwise owned by the offeror or by any parent
912 of the offeror or any wholly owned subsidiary of any of the
913 foregoing; and
914 3. Shares subject to an agreement that provides that they
915 are to be transferred, contributed, or delivered to the offeror,
916 any parent of the offeror, or any wholly owned subsidiary of any
917 of the foregoing in exchange for shares or eligible interests in
918 such offeror, parent, or subsidiary;
919 (g) The offeror or a wholly owned subsidiary of the offeror
920 merges with or into, or effects a share exchange in which it
921 acquires shares of, the corporation; and
922 (h) Each outstanding share of each class or series of
923 shares of the corporation that the offeror is offering to
924 purchase in accordance with the offer, and that is not purchased
925 in accordance with the offer, is to be converted in the merger
926 into, or into the right to receive, or is to be exchanged in the
927 share exchange for, or for the right to receive, the same amount
928 and kind of securities, eligible interests, obligations, rights,
929 cash, other property, or any combination of the foregoing, to be
930 paid or exchanged in accordance with the offer for each share of
931 that class or series of shares that is tendered in response to
932 the offer, except that shares of the corporation that are owned
933 by the corporation or that are described in subparagraph (f)2.
934 or subparagraph (f)3. need not be converted into or exchanged
935 for the consideration described in this paragraph.
936 Section 32. Subsection (1) of section 607.11045, Florida
937 Statutes, is amended to read:
938 607.11045 Holding company formation by merger by certain
939 corporations.—
940 (1) This section applies only to a corporation that has
941 shares registered pursuant to s. 12 of the Securities Exchange
942 Act of 1934, or held of record by not fewer than 2,000
943 shareholders.
944 Section 33. Subsection (1) of section 607.1106, Florida
945 Statutes, is amended to read:
946 607.1106 Effect of merger or share exchange.—
947 (1) When a merger becomes effective:
948 (a) The domestic or foreign eligible entity that is
949 designated in the plan of merger as the survivor continues or
950 comes into existence, as the case may be;
951 (b) The separate existence of every domestic or foreign
952 eligible entity that is a party to the merger, other than the
953 survivor, ceases;
954 (c) All real property and other property, including any
955 interest therein and all title thereto, owned by, and every
956 contract right possessed by, each domestic or foreign eligible
957 entity that is a party to the merger, other than the survivor,
958 become the property and contract rights of and become vested in
959 the survivor, without transfer, reversion, or impairment;
960 (d) All debts, obligations, and other liabilities of each
961 domestic or foreign eligible entity that is a party to the
962 merger, other than the survivor, become debts, obligations, and
963 liabilities of the survivor;
964 (e) The name of the survivor may be, but need not be,
965 substituted in any pending proceeding for the name of any party
966 to the merger whose separate existence ceased in the merger;
967 (f) Neither the rights of creditors nor any liens upon the
968 property of any corporation party to the merger shall be
969 impaired by such merger;
970 (g) If the survivor is a domestic eligible entity, the
971 articles of incorporation and bylaws or the organic rules of the
972 survivor are amended to the extent provided in the plan of
973 merger;
974 (h) The articles of incorporation and bylaws or the organic
975 rules of a survivor that is a domestic eligible entity and is
976 created by the merger become effective;
977 (i) The shares, obligations, and other securities (and the
978 rights to acquire shares, obligations, or other securities) of
979 each domestic or foreign corporation party to the merger, and
980 the eligible interests in any other eligible entity that is a
981 party to the merger, that are to be converted in accordance with
982 the terms of the merger into shares or other securities;
983 eligible interests; obligations; rights to acquire shares, other
984 securities, or eligible interests; cash; other property; or any
985 combination of the foregoing, are converted, and the former
986 holders of such shares, obligations, other securities, and
987 eligible interests (and the rights to acquire shares,
988 obligations, other securities, or other eligible interests) are
989 entitled only to the rights provided to them by those terms of
990 the merger or to any rights they may have under s. 607.1302 or
991 under the organic law governing the eligible entity;
992 (j) Except as provided by law or the plan of merger, all
993 the rights, privileges, franchises, and immunities of each
994 eligible entity that is a party to the merger, other than the
995 survivor, become the rights, privileges, franchises, and
996 immunities of the survivor; and
997 (k) If the survivor exists before the merger:
998 1. All the property and contract rights of the survivor
999 remain its property and contract rights without transfer,
1000 reversion, or impairment;
1001 2. The survivor remains subject to all of its debts,
1002 obligations, and other liabilities; and
1003 3. Except as provided by law or the plan of merger, the
1004 survivor continues to hold all of its rights, privileges,
1005 franchises, and immunities.
1006 Section 34. Subsection (3) of section 607.11920, Florida
1007 Statutes, is amended to read:
1008 607.11920 Domestication.—
1009 (3) In a domestication under subsection (2), the
1010 domesticating eligible entity must enter into a plan of
1011 domestication. The plan of domestication must include:
1012 (a) The name of the domesticating corporation;
1013 (b) The name and jurisdiction of formation of the
1014 domesticated corporation;
1015 (c) The manner and basis of reclassifying the shares and
1016 rights to acquire shares of the domesticating corporation into
1017 shares or other securities, obligations, rights to acquire
1018 shares or other securities, cash, other property, or any
1019 combination of the foregoing;
1020 (d) The proposed organic rules of the domesticated
1021 corporation which must be in writing; and
1022 (e) The other terms and conditions of the domestication.
1023 Section 35. Subsections (5) and (6) of section 607.11921,
1024 Florida Statutes, are amended to read:
1025 607.11921 Action on a plan of domestication.—In the case of
1026 a domestication of a domestic corporation into a foreign
1027 jurisdiction, the plan of domestication shall be adopted in the
1028 following manner:
1029 (5) Unless this chapter, the articles of incorporation, or
1030 the board of directors acting pursuant to subsection (3),
1031 require a greater vote or a greater quorum in the respective
1032 case, approval of the plan of domestication requires:
1033 (a) The approval of the shareholders at a meeting at which
1034 a quorum exists consisting of a majority of the votes entitled
1035 to be cast on the plan; and
1036 (b) Except as provided in subsection (6), the approval of
1037 each class or series of shares voting as a separate voting group
1038 at a meeting at which a quorum of the voting group exists
1039 consisting of a majority of the votes entitled to be cast on the
1040 plan by that voting group.
1041 (6) The articles of incorporation may expressly limit or
1042 eliminate the separate voting rights provided in paragraph
1043 (5)(b) as to any class or series of shares, except when the
1044 public organic rules of the foreign corporation resulting from
1045 the domestication include what would be in effect an amendment
1046 that would entitle the class or series to vote as a separate
1047 voting group under s. 607.1004 if it were a proposed amendment
1048 of the articles of incorporation of a domestic domesticating
1049 corporation.
1050 Section 36. Subsection (1) of section 607.11923, Florida
1051 Statutes, is amended to read:
1052 607.11923 Amendment of a plan of domestication;
1053 abandonment.—
1054 (1) A plan of domestication of a domestic corporation
1055 adopted under s. 607.11920(3) may be amended:
1056 (a) In the same manner as the plan of domestication was
1057 approved, if the plan does not provide for the manner in which
1058 it may be amended; or
1059 (b) In the manner provided in the plan of domestication,
1060 except that a shareholder that was entitled to vote on or
1061 consent to approval of the plan is entitled to vote on or
1062 consent to any amendment of the plan that will change:
1063 1. The amount or kind of shares or other securities;
1064 obligations; rights to acquire shares or, other securities, or
1065 eligible interests; cash; other property; or any combination of
1066 the foregoing, to be received by any of the shareholders or
1067 holders of rights to acquire shares or, other securities, or
1068 eligible interests of the domesticating corporation under the
1069 plan;
1070 2. The organic rules of the domesticated corporation that
1071 are to be in writing and that will be in effect immediately
1072 after the domestication becomes effective, except for changes
1073 that do not require approval of the shareholders of the
1074 domesticated corporation under its organic rules as set forth in
1075 the plan of domestication; or
1076 3. Any of the other terms or conditions of the plan, if the
1077 change would adversely affect the shareholder in any material
1078 respect.
1079 Section 37. Subsection (1) and paragraph (d) of subsection
1080 (3) of section 607.11924, Florida Statutes, are amended to read:
1081 607.11924 Effect of domestication.—
1082 (1) When a domestication becomes effective:
1083 (a) All real property and other property owned by the
1084 domesticating corporation, including any interests therein and
1085 all title thereto, and every contract right possessed by the
1086 domesticating corporation, are the property and contract rights
1087 of the domesticated corporation without transfer, reversion, or
1088 impairment;
1089 (b) All debts, obligations, and other liabilities of the
1090 domesticating corporation are the debts, obligations, and other
1091 liabilities of the domesticated corporation;
1092 (c) The name of the domesticated corporation may be, but
1093 need not be, substituted for the name of the domesticating
1094 corporation in any pending proceeding;
1095 (d) The organic rules of the domesticated corporation
1096 become effective;
1097 (e) The shares and other securities (and the rights to
1098 acquire shares or other securities) or equity interests of the
1099 domesticating corporation are reclassified into shares, or other
1100 securities, obligations, rights to acquire shares or other
1101 securities, cash, or other property, or any combination of the
1102 foregoing, in accordance with the terms of the domestication,
1103 and the shareholders or equity owners of the domesticating
1104 corporation are entitled only to the rights provided to them by
1105 those terms and to any appraisal rights they may have under the
1106 organic law of the domesticating corporation; and
1107 (f) The domesticated corporation is:
1108 1. Incorporated under and subject to the organic law of the
1109 domesticated corporation;
1110 2. The same corporation, without interruption, as the
1111 domesticating corporation; and
1112 3. Deemed to have been incorporated or formed on the date
1113 the domesticating corporation was originally incorporated.
1114 (3) Except as otherwise provided in the organic law or
1115 organic rules of a domesticating foreign corporation, the
1116 interest holder liability of a shareholder or equity holder in a
1117 foreign corporation that is domesticated into this state who had
1118 interest holder liability in respect of such domesticating
1119 corporation before the domestication becomes effective shall be
1120 as follows:
1121 (d) The shareholder or equity holder shall may not, by
1122 reason of such prior interest holder liability, have interest
1123 holder liability with respect to any interest holder liabilities
1124 that are incurred after the domestication becomes effective.
1125 Section 38. Paragraph (a) of subsection (2) and subsection
1126 (5) of section 607.11932, Florida Statutes, are amended to read:
1127 607.11932 Action on a plan of conversion.—In the case of a
1128 conversion of a domestic corporation to a domestic or foreign
1129 eligible entity other than a domestic corporation, the plan of
1130 conversion must be adopted in the following manner:
1131 (2)(a) The plan of conversion must shall then be approved
1132 by the shareholders of such domestic corporation.
1133 (5) Unless this chapter, the articles of incorporation, or
1134 the board of directors acting pursuant to subsection (3),
1135 require a greater vote or a greater quorum in the respective
1136 case, approval of the plan of conversion requires:
1137 (a) The approval of the shareholders at a meeting at which
1138 a quorum exists consisting of a majority of the votes entitled
1139 to be cast on the plan; and
1140 (b) The approval of each class or series of shares voting
1141 as a separate voting group at a meeting at which a quorum of the
1142 voting group exists consisting of a majority of the votes
1143 entitled to be cast on the plan by that voting group.
1144 Section 39. Paragraph (a) of subsection (4) of section
1145 607.11933, Florida Statutes, is amended to read:
1146 607.11933 Articles of conversion; effectiveness.—
1147 (4)(a) If the a converted eligible entity is a domestic
1148 eligible entity, the conversion becomes effective when the
1149 articles of conversion are effective.
1150 Section 40. Subsection (1) and paragraph (d) of subsection
1151 (4) of section 607.11935, Florida Statutes, are amended to read:
1152 607.11935 Effect of conversion.—
1153 (1) When a conversion becomes effective:
1154 (a) All real property and other property owned by,
1155 including any interest therein and all title thereto, and every
1156 contract right possessed by, the converting eligible entity
1157 remain the property and contract rights of the converted
1158 eligible entity without transfer, reversion, or impairment;
1159 (b) All debts, obligations, and other liabilities of the
1160 converting eligible entity remain the debts, obligations, and
1161 other liabilities of the converted eligible entity;
1162 (c) The name of the converted eligible entity may be, but
1163 need not be, substituted for the name of the converting eligible
1164 entity in any pending action or proceeding;
1165 (d) If the converted eligible entity is a filing entity, a
1166 domestic corporation, or a domestic or foreign nonprofit
1167 corporation, its public organic record and its private organic
1168 rules become effective;
1169 (e) If the converted eligible entity is a nonfiling entity,
1170 its private organic rules become effective;
1171 (f) If the converted eligible entity is a limited liability
1172 partnership, the filing required to become a limited liability
1173 partnership and its private organic rules become effective;
1174 (g) The shares, obligations, eligible interests, and other
1175 securities (and the rights to acquire shares, obligations,
1176 eligible interests, or other securities) and obligations of the
1177 converting eligible entity are reclassified into shares, other
1178 securities, eligible interests, obligations, rights to acquire
1179 shares, or other securities, or eligible interests, obligations,
1180 cash, other property, or any combination of the foregoing
1181 thereof, in accordance with the terms of the conversion, and the
1182 shareholders or interest holders of the converting eligible
1183 entity are entitled only to the rights provided to them by those
1184 terms and to any rights they may have under s. 607.1302 or under
1185 the organic law of the converting eligible entity; and
1186 (h) The converted eligible entity is:
1187 1. Deemed to be incorporated or organized under and subject
1188 to the organic law of the converted eligible entity;
1189 2. Deemed to be the same entity without interruption as the
1190 converting eligible entity; and
1191 3. Deemed to have been incorporated or otherwise organized
1192 on the date that the converting eligible entity was originally
1193 incorporated or organized.
1194 (4) Except as otherwise provided in the organic law or the
1195 organic rules of the domestic or foreign eligible entity, the
1196 interest holder liability of an interest holder in a converting
1197 eligible entity that converts to a domestic corporation who had
1198 interest holder liability in respect of such converting eligible
1199 entity before the conversion becomes effective shall be as
1200 follows:
1201 (d) The eligible interest holder shall may not, by reason
1202 of such prior interest holder liability, have interest holder
1203 liability with respect to any interest holder liabilities that
1204 arise after the conversion becomes effective.
1205 Section 41. Subsection (4) of section 607.1202, Florida
1206 Statutes, is amended to read:
1207 607.1202 Shareholder approval of certain dispositions.—
1208 (4) If the disposition is required to be approved by the
1209 shareholders under subsection (1) and if the approval is to be
1210 given at the meeting, the corporation shall notify each
1211 shareholder, regardless of whether entitled to vote, of the
1212 meeting of shareholders at which the disposition is to be
1213 submitted for approval. The notice must state that the purpose,
1214 or one of the purposes, of the meeting is to consider the
1215 disposition and shall contain a description of the disposition
1216 and the consideration to be received by the corporation.
1217 Furthermore, the notice shall contain a clear and concise
1218 statement that, if the transaction is effected, shareholders
1219 dissenting therefrom are or may be entitled, if they comply with
1220 the provisions of this chapter act regarding appraisal rights,
1221 to be paid the fair value of their shares and such notice must
1222 be accompanied by a copy of ss. 607.1301-607.1340.
1223 Section 42. Subsection (2) and paragraph (a) of subsection
1224 (6) of section 607.1301, Florida Statutes, are amended to read:
1225 607.1301 Appraisal rights; definitions.—The following
1226 definitions apply to ss. 607.1301-607.1340:
1227 (2) “Affiliate” means a person that directly or indirectly
1228 through one or more intermediaries controls, is controlled by,
1229 or is under common control with, another person or is a senior
1230 executive of such person. For purposes of paragraph (6)(a), a
1231 person is deemed to be an affiliate of its senior executives.
1232 (6) “Interested transaction” means a corporate action
1233 described in s. 607.1302(1), other than a merger pursuant to s.
1234 607.1104, involving an interested person in which any of the
1235 shares or assets of the corporation are being acquired or
1236 converted. As used in this definition:
1237 (a) “Interested person” means a person, or an affiliate of
1238 a person, who at any time during the 1-year period immediately
1239 preceding approval by the board of directors of the corporate
1240 action:
1241 1. Was the beneficial owner of 20 percent or more of the
1242 voting power of the corporation, other than as owner of excluded
1243 shares;
1244 2. Had the power, contractually or otherwise, other than as
1245 owner of excluded shares, to cause the appointment or election
1246 of 25 percent or more of the directors to the board of directors
1247 of the corporation; or
1248 3. Was a senior executive or director of the corporation or
1249 a senior executive of any affiliate of the corporation, and will
1250 receive, as a result of the corporate action, a financial
1251 benefit not generally available to other shareholders as such,
1252 other than:
1253 a. Employment, consulting, retirement, or similar benefits
1254 established separately and not as part of or in contemplation of
1255 the corporate action;
1256 b. Employment, consulting, retirement, or similar benefits
1257 established in contemplation of, or as part of, the corporate
1258 action that are not more favorable than those existing before
1259 the corporate action or, if more favorable, that have been
1260 approved on behalf of the corporation in the same manner as is
1261 provided in s. 607.0832; or
1262 c. In the case of a director of the corporation who, in the
1263 corporate action, will become a director or governor of the
1264 acquirer or any of its affiliates in the corporate action,
1265 rights and benefits as a director or governor that are provided
1266 on the same basis as those afforded by the acquirer generally to
1267 other directors or governors of such entity or such affiliate.
1268 Section 43. Subsection (1) of section 607.1302, Florida
1269 Statutes, is amended to read:
1270 607.1302 Right of shareholders to appraisal.—
1271 (1) A shareholder of a domestic corporation is entitled to
1272 appraisal rights, and to obtain payment of the fair value of
1273 that shareholder’s shares, in the event of any of the following
1274 corporate actions:
1275 (a) Consummation of a domestication or a conversion of such
1276 corporation pursuant to s. 607.11921 or s. 607.11932, as
1277 applicable, if shareholder approval is required for the
1278 domestication or the conversion;
1279 (b) Consummation of a merger to which such corporation is a
1280 party:
1281 1. If shareholder approval is required for the merger under
1282 s. 607.1103 or would be required but for s. 607.11035, except
1283 that appraisal rights shall not be available to any shareholder
1284 of the corporation with respect to shares of any class or series
1285 that remains outstanding after consummation of the merger where
1286 the terms of such class or series have not been materially
1287 altered; or
1288 2. If such corporation is a subsidiary and the merger is
1289 governed by s. 607.1104;
1290 (c) Consummation of a share exchange to which the
1291 corporation is a party as the corporation whose shares will be
1292 acquired, except that appraisal rights are not available to any
1293 shareholder of the corporation with respect to any class or
1294 series of shares of the corporation that is not acquired in the
1295 share exchange;
1296 (d) Consummation of a disposition of assets pursuant to s.
1297 607.1202 if the shareholder is entitled to vote on the
1298 disposition, including a sale in dissolution, except that
1299 appraisal rights shall not be available to any shareholder of
1300 the corporation with respect to shares or any class or series
1301 if:
1302 1. Under the terms of the corporate action approved by the
1303 shareholders there is to be distributed to shareholders in cash
1304 the corporation’s net assets, in excess of a reasonable amount
1305 reserved to meet claims of the type described in ss. 607.1406
1306 and 607.1407, within 1 year after the shareholders’ approval of
1307 the action and in accordance with their respective interests
1308 determined at the time of distribution; and
1309 2. The disposition of assets is not an interested
1310 transaction;
1311 (e) An amendment of the articles of incorporation with
1312 respect to a class or series of shares which reduces the number
1313 of shares of a class or series owned by the shareholder to a
1314 fraction of a share if the corporation has the obligation or the
1315 right to repurchase the fractional share so created;
1316 (f) Any other merger, share exchange, disposition of
1317 assets, or amendment to the articles of incorporation, in each
1318 case to the extent provided by the articles of incorporation,
1319 bylaws, or a resolution of the board of directors, except that
1320 no bylaw or board resolution providing for appraisal rights may
1321 be amended or otherwise altered except by shareholder approval;
1322 (g) An amendment to the articles of incorporation or bylaws
1323 of the corporation, the effect of which is to alter or abolish
1324 voting or other rights with respect to such interest in a manner
1325 that is adverse to the interest of such shareholder, except as
1326 the right may be affected by the voting or other rights of new
1327 shares then being authorized of a new class or series of shares;
1328 (h) An amendment to the articles of incorporation or bylaws
1329 of a corporation, the effect of which is to adversely affect the
1330 interest of the shareholder by altering or abolishing appraisal
1331 rights under this section;
1332 (i) With regard to a class of shares prescribed in the
1333 articles of incorporation prior to October 1, 2003, including
1334 any shares within that class subsequently authorized by
1335 amendment, any amendment of the articles of incorporation if the
1336 shareholder is entitled to vote on the amendment and if such
1337 amendment would adversely affect such shareholder by:
1338 1. Altering or abolishing any preemptive rights attached to
1339 any of his, or her, or its shares;
1340 2. Altering or abolishing the voting rights pertaining to
1341 any of his, or her, or its shares, except as such rights may be
1342 affected by the voting rights of new shares then being
1343 authorized of any existing or new class or series of shares;
1344 3. Effecting an exchange, cancellation, or reclassification
1345 of any of his, or her, or its shares, when such exchange,
1346 cancellation, or reclassification would alter or abolish the
1347 shareholder’s voting rights or alter his, or her, or its
1348 percentage of equity in the corporation, or effecting a
1349 reduction or cancellation of accrued dividends or other
1350 arrearages in respect to such shares;
1351 4. Reducing the stated redemption price of any of the
1352 shareholder’s redeemable shares, altering or abolishing any
1353 provision relating to any sinking fund for the redemption or
1354 purchase of any of his, or her, or its shares, or making any of
1355 his, or her, or its shares subject to redemption when they are
1356 not otherwise redeemable;
1357 5. Making noncumulative, in whole or in part, dividends of
1358 any of the shareholder’s preferred shares which had theretofore
1359 been cumulative;
1360 6. Reducing the stated dividend preference of any of the
1361 shareholder’s preferred shares; or
1362 7. Reducing any stated preferential amount payable on any
1363 of the shareholder’s preferred shares upon voluntary or
1364 involuntary liquidation;
1365 (j) An amendment of the articles of incorporation of a
1366 social purpose corporation to which s. 607.504 or s. 607.505
1367 applies;
1368 (k) An amendment of the articles of incorporation of a
1369 benefit corporation to which s. 607.604 or s. 607.605 applies;
1370 (l) A merger, domestication, conversion, or share exchange
1371 of a social purpose corporation to which s. 607.504 applies; or
1372 (m) A merger, domestication, conversion, or share exchange
1373 of a benefit corporation to which s. 607.604 applies.
1374 Section 44. Subsection (1) of section 607.1303, Florida
1375 Statutes, is amended to read:
1376 607.1303 Assertion of rights by nominees and beneficial
1377 owners.—
1378 (1) A record shareholder may assert appraisal rights as to
1379 fewer than all the shares registered in the record shareholder’s
1380 name but owned by a beneficial shareholder or a voting trust
1381 beneficial owner only if the record shareholder objects with
1382 respect to all shares of the class or series owned by the
1383 beneficial shareholder or the a voting trust beneficial owner
1384 and notifies the corporation in writing of the name and address
1385 of each beneficial shareholder or voting trust beneficial owner
1386 on whose behalf appraisal rights are being asserted. The rights
1387 of a record shareholder who asserts appraisal rights for only
1388 part of the shares held of record in the record shareholder’s
1389 name under this subsection shall be determined as if the shares
1390 as to which the record shareholder objects and the record
1391 shareholder’s other shares were registered in the names of
1392 different record shareholders.
1393 Section 45. Subsection (1) of section 607.1320, Florida
1394 Statutes, is amended to read:
1395 607.1320 Notice of appraisal rights.—
1396 (1) If a proposed corporate action described in s.
1397 607.1302(1) is to be submitted to a vote at a shareholders’
1398 meeting, the meeting notice (or, where no approval of such
1399 action is required pursuant to s. 607.11035, the offer made
1400 pursuant to s. 607.11035), must state that the corporation has
1401 concluded that shareholders are, are not, or may be entitled to
1402 assert appraisal rights under this chapter. If the corporation
1403 concludes that appraisal rights are or may be available, a copy
1404 of ss. 607.1301-607.1340 must accompany the meeting notice or
1405 offer sent to those record shareholders entitled to exercise
1406 appraisal rights.
1407 Section 46. Subsection (1) of section 607.1333, Florida
1408 Statutes, is amended to read:
1409 607.1333 Limitation on corporate payment.—
1410 (1) No payment shall be made to a shareholder seeking
1411 appraisal rights if, at the time of payment, the corporation is
1412 unable to meet the distribution standards of s. 607.06401. In
1413 such event, the shareholder shall, at the shareholder’s option:
1414 (a) Withdraw his, or her, or its notice of intent to assert
1415 appraisal rights, which shall in such event be deemed withdrawn
1416 with the consent of the corporation; or
1417 (b) Retain his, or her, or its status as a claimant against
1418 the corporation and, if it is liquidated, be subordinated to the
1419 rights of creditors of the corporation, but have rights superior
1420 to the shareholders not asserting appraisal rights, and if the
1421 corporation is not liquidated, retain his, or her, or its right
1422 to be paid for the shares, which right the corporation shall be
1423 obliged to satisfy when the restrictions of this section do not
1424 apply.
1425 Section 47. Subsection (1) of section 607.1340, Florida
1426 Statutes, is amended to read:
1427 607.1340 Other remedies limited.—
1428 (1) A shareholder entitled to appraisal rights under this
1429 chapter may not challenge a completed corporate action for which
1430 appraisal rights are available unless such corporate action was
1431 either:
1432 (a) Not authorized and approved in accordance with the
1433 applicable provisions of this chapter; or
1434 (b) Procured as a result of fraud, a material
1435 misrepresentation, or an omission of a material fact necessary
1436 to make statements made, in light of the circumstances in which
1437 they were made, not misleading.
1438 Section 48. Subsection (3) of section 607.1403, Florida
1439 Statutes, is amended to read:
1440 607.1403 Articles of dissolution.—
1441 (3) For purposes of ss. 607.1401-607.1410, the term
1442 “dissolved corporation” means a corporation whose articles of
1443 dissolution have become effective and includes a successor
1444 entity. Further, for the purposes of this subsection, the term
1445 “successor entity” includes a trust, receivership, or other
1446 legal entity governed by the laws of this state to which the
1447 remaining assets and liabilities of a dissolved corporation are
1448 transferred and which exists solely for the purposes of
1449 prosecuting and defending suits by or against the dissolved
1450 corporation, thereby enabling the dissolved corporation to
1451 settle and close the business of the dissolved corporation, to
1452 dispose of and convey the property of the dissolved corporation,
1453 to discharge the liabilities of the dissolved corporation, and
1454 to distribute to the dissolved corporation’s shareholders any
1455 remaining assets, but not for the purpose of continuing the
1456 activities and affairs for which the dissolved corporation was
1457 organized.
1458 Section 49. Paragraph (a) of subsection (5) of section
1459 607.1406, Florida Statutes, is amended to read:
1460 607.1406 Known claims against dissolved corporation.—
1461 (5)(a) For purposes of ss. 607.1401-607.1410, the term this
1462 section, “known claims” means any claim or liability that, as of
1463 the date of the giving of the written notice contemplated by
1464 subsections (1) and (2):
1465 1. Has matured sufficiently on or prior to the effective
1466 date of the dissolution to be legally capable of assertion
1467 against the dissolved corporation; or
1468 2. Is unmatured as of the effective date of the dissolution
1469 but will mature in the future solely based on the passage of
1470 time.
1471 Section 50. Subsections (1) and (6) of section 607.1422,
1472 Florida Statutes, are amended to read:
1473 607.1422 Reinstatement following administrative
1474 dissolution.—
1475 (1) A corporation that is administratively dissolved under
1476 s. 607.1420 or that was dissolved under former s. 607.1421
1477 before January 1, 2020, may apply to the department for
1478 reinstatement at any time after the effective date of
1479 dissolution. The corporation must submit all fees and penalties
1480 then owed by the corporation at the rates provided by law laws
1481 at the time the corporation applies for reinstatement, together
1482 with an application for reinstatement prescribed and furnished
1483 by the department, which is signed by both the registered agent
1484 and an officer or director of the corporation and states:
1485 (a) The name of the corporation;
1486 (b) The street address of the corporation’s principal
1487 office and mailing address;
1488 (c) The date of the corporation’s organization;
1489 (d) The corporation’s federal employer identification
1490 number or, if none, whether one has been applied for;
1491 (e) The name, title or capacity, and address of at least
1492 one officer or director of the corporation; and
1493 (f) Additional information that is necessary or appropriate
1494 to enable the department to carry out this chapter.
1495 (6) If the name of the dissolved corporation has been
1496 lawfully assumed in this state by another eligible business
1497 entity, the department shall require the dissolved corporation
1498 to amend its articles of incorporation to change its name before
1499 accepting its application for reinstatement.
1500 Section 51. Subsection (1), paragraph (b) of subsection
1501 (3), and subsection (4) of section 607.1430, Florida Statutes,
1502 are amended to read:
1503 607.1430 Grounds for judicial dissolution.—
1504 (1) A circuit court may dissolve a corporation or order
1505 such other remedy as provided in s. 607.1434:
1506 (a) In a proceeding by the Department of Legal Affairs to
1507 dissolve a corporation if it is established that:
1508 1. The corporation obtained its articles of incorporation
1509 through fraud; or
1510 2. The corporation has continued to exceed or abuse the
1511 authority conferred upon it by law.
1512
1513 The enumeration in subparagraphs 1. and 2. of grounds for
1514 involuntary dissolution does not exclude actions or special
1515 proceedings by the Department of Legal Affairs or any state
1516 official for the annulment or dissolution of a corporation for
1517 other causes as provided in any other statute of this state;
1518 (b) In a proceeding by a shareholder to dissolve a
1519 corporation if it is established that:
1520 1. The directors are deadlocked in the management of the
1521 corporate affairs, the shareholders are unable to break the
1522 deadlock, and:
1523 a. Irreparable injury to the corporation is threatened or
1524 being suffered;
1525 b. The business and affairs of the corporation can no
1526 longer be conducted to the advantage of the shareholders
1527 generally because of the deadlock; or
1528 c. Both sub-subparagraphs a. and b.; or
1529 2. The shareholders are deadlocked in voting power and have
1530 failed to elect successors to directors whose terms have expired
1531 or would have expired upon qualification of their successors;
1532 3. The corporate assets are being misapplied or wasted,
1533 causing material injury to the corporation; or
1534 4. The directors or those in control of the corporation
1535 have acted, are acting, or are reasonably expected to act in a
1536 manner that is illegal or fraudulent;
1537 (c) In a proceeding by a creditor if it is established
1538 that:
1539 1. The creditor’s claim has been reduced to judgment, the
1540 execution on the judgment returned unsatisfied, and the
1541 corporation is insolvent; or
1542 2. The corporation has admitted in writing that the
1543 creditor’s claim is due and owing and the corporation is
1544 insolvent;
1545 (d) In a proceeding by the corporation to have its
1546 voluntary dissolution continued under court supervision; or
1547 (e) In a proceeding by a shareholder if the corporation has
1548 abandoned its business and has failed within a reasonable period
1549 of time to liquidate and distribute its assets and dissolve.
1550 (3)
1551 (b) For purposes of As used in this section, the term
1552 “deadlock sale provision” means a provision in a shareholder
1553 agreement that complies with s. 607.0732, which is or may be
1554 applicable in the event of a deadlock among the directors or
1555 shareholders of the corporation, which neither the directors nor
1556 the shareholders, as applicable, of the corporation are able to
1557 break,; and which provides for a deadlock breaking mechanism,
1558 including, but not limited to:
1559 1. A redemption or a purchase and sale of shares or other
1560 equity securities;
1561 2. A governance change;
1562 3. A sale of the corporation or all or substantially all of
1563 the assets of the corporation; or
1564 4. A similar provision that, if initiated and effectuated,
1565 breaks the deadlock by causing the transfer of the shares or
1566 other equity securities, a governance change, or a sale of the
1567 corporation or all or substantially all of the corporation’s
1568 assets.
1569 (4) A deadlock sale provision in a shareholder agreement
1570 that which complies with s. 607.0732 which is not initiated and
1571 effectuated before the court enters an order of judicial
1572 dissolution under subparagraph (1)(b)1. or subparagraph
1573 (1)(b)2., as the case may be, or an order directing the purchase
1574 of petitioner’s interest under s. 607.1436, does not adversely
1575 affect the rights of shareholders to seek judicial dissolution
1576 under subparagraph (1)(b)1. or subparagraph (1)(b)2., as the
1577 case may be, or the rights of the corporation or one or more
1578 shareholders to purchase the petitioner’s interest under s.
1579 607.1436. The filing of an action for judicial dissolution on
1580 the grounds described in subparagraph (1)(b)1. or subparagraph
1581 (1)(b)2., as the case may be, or an election to purchase the
1582 petitioner’s interest under s. 607.1436, does not adversely
1583 affect the right of a shareholder to initiate an available
1584 deadlock sale provision under the shareholder agreement that
1585 complies with s. 607.0732 or to enforce a shareholder-initiated
1586 or an automatically-initiated deadlock sale provision if the
1587 deadlock sale provision is initiated and effectuated before the
1588 court enters an order of judicial dissolution under subparagraph
1589 (1)(b)1. or subparagraph (1)(b)2., as the case may be, or an
1590 order directing the purchase of petitioner’s interest under s.
1591 607.1436.
1592 Section 52. Subsection (5) of section 607.1431, Florida
1593 Statutes, is amended to read:
1594 607.1431 Procedure for judicial dissolution.—
1595 (5) If the court determines that any party has commenced,
1596 continued, or participated in a proceeding under s. 607.1430 and
1597 has acted arbitrarily, frivolously, vexatiously, or not in good
1598 faith, the court may, in its discretion, award attorney fees and
1599 other reasonable expenses to the other parties to the proceeding
1600 action who have been affected adversely by such actions.
1601 Section 53. Subsection (5) of section 607.1432, Florida
1602 Statutes, is amended to read:
1603 607.1432 Receivership or custodianship.—
1604 (5) The court from time to time during the receivership or
1605 custodianship may order compensation paid and expense
1606 disbursements or reimbursements made to any the receiver or
1607 custodian and his, her, or its counsel from the assets of the
1608 corporation or proceeds from the sale of the assets.
1609 Section 54. Section 607.14401, Florida Statutes, is amended
1610 to read:
1611 607.14401 Deposit with Department of Financial Services.
1612 Assets of a dissolved corporation that should be transferred to
1613 a creditor, claimant, or shareholder of the corporation who
1614 cannot be found or who is not competent to receive them shall be
1615 reduced to cash and deposited with the Department of Financial
1616 Services for safekeeping. When the creditor, claimant, or
1617 shareholder furnishes satisfactory proof of entitlement to the
1618 amount or assets deposited, the Department of Financial Services
1619 shall pay such person or his, or her, or its representative that
1620 amount.
1621 Section 55. Paragraphs (c), (h), and (k) of subsection (2)
1622 of section 607.1501, Florida Statutes, are amended to read:
1623 607.1501 Authority of foreign corporation to transact
1624 business required; activities not constituting transacting
1625 business.—
1626 (2) The following activities, among others, do not
1627 constitute transacting business within the meaning of subsection
1628 (1):
1629 (c) Maintaining bank accounts in financial institutions.
1630 (h) Securing or collecting debts or enforcing mortgages or
1631 security interests in property securing the debts, or and
1632 holding, protecting, or maintaining property so acquired.
1633 (k) Owning and controlling a subsidiary corporation
1634 incorporated in or limited liability company formed in, or
1635 transacting business within, this state; or voting the shares of
1636 any such subsidiary corporation; or voting the membership
1637 interests of any such limited liability company, which it has
1638 lawfully acquired.
1639 Section 56. Subsections (3) and (8) of section 607.1502,
1640 Florida Statutes, are amended to read:
1641 607.1502 Effect of failure to have a certificate of
1642 authority.—
1643 (3) A court may stay a proceeding commenced by a foreign
1644 corporation or its successor or assignee until it determines
1645 whether the foreign corporation or its successor or assignee
1646 requires a certificate of authority. If it so determines, the
1647 court may further stay the proceeding until the foreign
1648 corporation or its successor or assignee has obtained a
1649 certificate of authority to transact business in this state.
1650 (8) If a foreign corporation transacts business in this
1651 state without a certificate of authority or cancels its
1652 certificate of authority, it appoints the secretary of state as
1653 its agent for service of process in proceedings and actions for
1654 rights of action arising out of the transaction of business in
1655 this state.
1656 Section 57. Subsection (2) of section 607.1503, Florida
1657 Statutes, is amended to read:
1658 607.1503 Application for certificate of authority.—
1659 (2) The foreign corporation shall deliver with a completed
1660 application under subsection (1) a certificate of existence or a
1661 record of similar import, duly authenticated, not more than 90
1662 days prior to delivery of the application to the department,
1663 signed by the official having custody of the foreign
1664 corporation’s publicly filed records in its jurisdiction of
1665 incorporation. A translation of the certificate, under oath of
1666 the translator, must be attached to a certificate which is in a
1667 language other than the English language.
1668 Section 58. Paragraph (c) of subsection (1) and paragraph
1669 (c) of subsection (2) of section 607.1504, Florida Statutes, are
1670 amended to read:
1671 607.1504 Amended certificate of authority.—
1672 (1) A foreign corporation authorized to transact business
1673 in this state shall deliver for filing an amendment to its
1674 certificate of authority to reflect a change in any of the
1675 following:
1676 (c) The name and street address in this state of the
1677 foreign corporation’s registered agent in this state, unless the
1678 change was timely made in accordance with s. 607.1508 or s.
1679 607.15091 s. 607.0502 or s. 607.05031.
1680 (2) The amendment must be filed within 90 days after the
1681 occurrence of a change described in subsection (1), must be
1682 signed by an officer of the foreign corporation, and must state
1683 the following:
1684 (c) The date the foreign corporation was authorized to
1685 transact do business in this state.
1686 Section 59. Subsection (1) of section 607.1505, Florida
1687 Statutes, is amended to read:
1688 607.1505 Effect of a certificate of authority.—
1689 (1) Unless the department determines that than an
1690 application for a certificate of authority of a foreign
1691 corporation to transact business in this state does not comply
1692 with the filing requirements of this chapter, the department
1693 shall, upon payment of all filing fees, authorize the foreign
1694 corporation to transact business in this state and file the
1695 application for certificate of authority.
1696 Section 60. Subsection (3) of section 607.1507, Florida
1697 Statutes, is amended to read:
1698 607.1507 Registered office and registered agent of foreign
1699 corporation.—
1700 (3) Each initial registered agent, and each successor
1701 registered agent that is appointed, shall file a statement in
1702 writing with the department, in the form and manner prescribed
1703 by the department, accepting the appointment as a registered
1704 agent while simultaneously being designated as the registered
1705 agent. The statement of acceptance must provide that the
1706 registered agent is familiar with, and accepts, the obligations
1707 of that position.
1708 Section 61. Subsection (3) of section 607.1509, Florida
1709 Statutes, is amended to read:
1710 607.1509 Resignation of registered agent of foreign
1711 corporation.—
1712 (3) A registered agent is terminated upon the earlier of:
1713 (a) The 31st day after the department files the statement
1714 of resignation; or
1715 (b) When a statement of change or other record designating
1716 a new registered agent is filed with by the department.
1717 Section 62. Subsection (1) of section 607.15091, Florida
1718 Statutes, is amended to read:
1719 607.15091 Change of name or address by registered agent.—
1720 (1) If a registered agent changes his, or her, or its name
1721 or address, the agent may deliver to the department for filing a
1722 statement of change containing the following:
1723 (a) The name of the foreign corporation represented by the
1724 registered agent.
1725 (b) The name of the registered agent as currently shown in
1726 the records of the department for the corporation.
1727 (c) If the name of the registered agent has changed, his,
1728 her, or its new name.
1729 (d) If the address of the registered agent has changed, the
1730 new address.
1731 (e) A statement that the registered agent has given the
1732 notice required under subsection (2).
1733 Section 63. Subsection (7) of section 607.15101, Florida
1734 Statutes, is amended to read:
1735 607.15101 Service of process, notice, or demand on a
1736 foreign corporation.—
1737 (7) Any notice or demand on a foreign corporation under
1738 this chapter may be given or made: to the chair of the board,
1739 the president, any vice president, the secretary, or the
1740 treasurer of the foreign corporation; to the registered agent of
1741 the foreign corporation at the registered office of the foreign
1742 corporation in this state; or to any other address in this state
1743 that is in fact the principal office of the foreign corporation
1744 in this state.
1745 Section 64. Paragraph (e) of subsection (1) of section
1746 607.1520, Florida Statutes, is amended to read:
1747 607.1520 Withdrawal and cancellation of certificate of
1748 authority for foreign corporation.—
1749 (1) To cancel its certificate of authority to transact
1750 business in this state, a foreign corporation must deliver to
1751 the department for filing a notice of withdrawal of certificate
1752 of authority. The certificate of authority is canceled when the
1753 notice of withdrawal becomes effective pursuant to s. 607.0123.
1754 The notice of withdrawal of certificate of authority must be
1755 signed by an officer or director and state the following:
1756 (e) That the foreign corporation it revokes the authority
1757 of its registered agent to accept service on its behalf and
1758 appoints the secretary of state as its agent for service of
1759 process based on a cause of action arising during the time it
1760 was authorized to transact business in this state.
1761 Section 65. Subsections (1), (2), and (8) of section
1762 607.1602, Florida Statutes, are amended to read:
1763 607.1602 Inspection of records by shareholders.—
1764 (1) A shareholder of a corporation is entitled to inspect
1765 and copy, during regular business hours at the corporation’s
1766 principal office, any of the records of the corporation
1767 described in s. 607.1601(1), excluding minutes of meetings of,
1768 and records of actions taken without a meeting by, the
1769 corporation’s board of directors and any board committees of the
1770 corporation established under s. 607.0825, if the shareholder
1771 gives the corporation written notice of the shareholder’s demand
1772 at least 5 business days before the date on which the
1773 shareholder wishes to inspect and copy.
1774 (2) A shareholder of a corporation is entitled to inspect
1775 and copy, during regular business hours at a reasonable location
1776 specified by the corporation, any of the following records of
1777 the corporation if the shareholder meets the requirements of
1778 subsection (3) and gives the corporation written notice of the
1779 shareholder’s demand at least 5 business days before the date on
1780 which the shareholder wishes to inspect and copy:
1781 (a) Excerpts from minutes of any meeting of, or records of
1782 any actions taken without a meeting by, the corporation’s board
1783 of directors and board committees of the corporation maintained
1784 in accordance with s. 607.1601(1);
1785 (b) The financial statements of the corporation maintained
1786 in accordance with s. 607.1601(2);
1787 (c) Accounting records of the corporation;
1788 (d) The record of shareholders maintained in accordance
1789 with s. 607.1601(4); and
1790 (e) Any other books and records.
1791 (8) A corporation may deny any demand for inspection made
1792 pursuant to subsection (2) if the demand was made for an
1793 improper purpose, or if the demanding shareholder has within 2
1794 years preceding his, or her, or its demand sold or offered for
1795 sale any list of shareholders of the corporation or any other
1796 corporation, has aided or abetted any person in procuring any
1797 list of shareholders for any such purpose, or has improperly
1798 used any information secured through any prior examination of
1799 the records of the corporation or any other corporation.
1800 Section 66. Subsections (1) and (3) of section 607.1604,
1801 Florida Statutes, are amended to read:
1802 607.1604 Court-ordered inspection.—
1803 (1) If a corporation does not allow a shareholder who
1804 complies with s. 607.1602(1) to inspect and copy any records
1805 required by that subsection to be available for inspection, the
1806 circuit court in the applicable county may summarily order
1807 inspection and copying of the records demanded at the
1808 corporation’s expense upon application of the shareholder. If
1809 the court orders inspection and copying of the records demanded
1810 under s. 607.1602(1) s. 607.1601(1), it shall also order the
1811 corporation to pay the shareholder’s expenses, including
1812 reasonable attorney fees, incurred to obtain the order and
1813 enforce its rights under this section.
1814 (3) If the court orders inspection or and copying of the
1815 records demanded under s. 607.1602(2), it may impose reasonable
1816 restrictions on the disclosure, use, or distribution of, and
1817 reasonable obligations to maintain the confidentiality of, such
1818 records, and it shall also order the corporation to pay the
1819 shareholder’s expenses incurred, including reasonable attorney
1820 fees, incurred to obtain the order and enforce its rights under
1821 this section unless the corporation establishes that the
1822 corporation refused inspection in good faith because the
1823 corporation had:
1824 (a) A reasonable basis for doubt about the right of the
1825 shareholder to inspect or copy the records demanded; or
1826 (b) Required reasonable restrictions on the disclosure,
1827 use, or distribution of, and reasonable obligations to maintain
1828 the confidentiality of, such records demanded to which the
1829 demanding shareholder had been unwilling to agree.
1830 Section 67. Subsections (2) and (4) of section 607.1622,
1831 Florida Statutes, are amended to read:
1832 607.1622 Annual report for department.—
1833 (2) If an annual report contains the name and address of a
1834 registered agent which differs from the information shown in the
1835 records of the department immediately before the annual report
1836 becomes effective, the differing information in the annual
1837 report is considered a statement of change under s. 607.0502 or
1838 s. 607.1508, as the case may be.
1839 (4) The first annual report must be delivered to the
1840 department between January 1 and May 1 of the year following the
1841 calendar year in which a domestic corporation’s articles of
1842 incorporation became effective or a foreign corporation obtained
1843 its certificate of authority to transact business in this state.
1844 Subsequent annual reports must be delivered to the department
1845 between January 1 and May 1 of each calendar year thereafter. If
1846 one or more forms of annual report are submitted for a calendar
1847 year, the department shall file each of them and make the
1848 information contained in them part of the official record. The
1849 first form of annual report filed in a calendar year shall be
1850 considered the annual report for that the calendar year, and
1851 each report filed after that one in the same calendar year shall
1852 be treated as an amended report for that calendar year.
1853 Section 68. Section 607.1703, Florida Statutes, is created
1854 to read:
1855 607.1703 Interrogatories by department; other powers of
1856 department.—
1857 (1) The department may direct to any domestic corporation
1858 or foreign corporation subject to this chapter, and to any
1859 officer or director of any domestic corporation or foreign
1860 corporation subject to this chapter, interrogatories reasonably
1861 necessary and proper to enable the department to ascertain
1862 whether the domestic corporation or foreign corporation has
1863 complied with the provisions of this chapter applicable to the
1864 domestic corporation or foreign corporation. The interrogatories
1865 must be answered within 30 days after the date of mailing, or
1866 within such additional time as fixed by the department. The
1867 answers to the interrogatories must be full and complete and
1868 must be made in writing and under oath. If the interrogatories
1869 are directed to an individual, they must be answered by the
1870 individual, and if directed to a domestic corporation or foreign
1871 corporation, they must be answered by an officer or director of
1872 the domestic corporation or foreign corporation, by a
1873 shareholder if there are no officers or directors of the
1874 domestic corporation or foreign corporation, or by a fiduciary
1875 if the corporation is in the hands of a receiver, trustee, or
1876 other court-appointed fiduciary.
1877 (2) The department need not file a record in a court of
1878 competent jurisdiction to which the interrogatories relate until
1879 the interrogatories are answered as provided in this chapter,
1880 and is not required to file a record if the answers disclose
1881 that the record is not in conformity with the requirements of
1882 this chapter or if the department has determined that the
1883 parties to such document have not paid all fees, taxes, and
1884 penalties due and owing this state. The department shall certify
1885 to the Department of Legal Affairs, for such action as the
1886 Department of Legal Affairs may deem appropriate, all
1887 interrogatories and answers that disclose a violation of this
1888 chapter.
1889 (3) The department may, based upon its findings under this
1890 section or as provided in s. 213.053(15), bring an action in
1891 circuit court to collect any penalties, fees, or taxes
1892 determined to be due and owing the state and to compel any
1893 filing, qualification, or registration required by law. In
1894 connection with such proceeding, the department may, without
1895 prior approval by the court, file a lis pendens against any
1896 property owned by the corporation and may further certify any
1897 findings to the Department of Legal Affairs for the initiation
1898 of an action permitted pursuant to this chapter which the
1899 Department of Legal Affairs may deem appropriate.
1900 (4) The department has the power and authority reasonably
1901 necessary to administer this chapter efficiently, to perform the
1902 duties herein imposed upon it, and to adopt reasonable rules
1903 necessary to carry out its duties and functions under this
1904 chapter.
1905 Section 69. Section 607.1907, Florida Statutes, is amended
1906 to read:
1907 607.1907 Saving provision.—
1908 (1) Except as to procedural provisions, chapter 2019-90,
1909 Laws of Florida, this act does not affect a pending action or
1910 proceeding or a right accrued before January 1, 2020, and a
1911 pending civil action or proceeding may be completed, and a right
1912 accrued may be enforced, as if chapter 2019-90, Laws of Florida,
1913 this act had not become effective.
1914 (2) If a penalty or punishment for violation of a statute
1915 or rule is reduced by chapter 2019-90, Laws of Florida, this
1916 act, the penalty or punishment, if not already imposed, shall be
1917 imposed in accordance with chapter 2019-90, Laws of Florida this
1918 act.
1919 Section 70. Subsection (3) of section 607.504, Florida
1920 Statutes, is amended to read:
1921 607.504 Election of social purpose corporation status.—
1922 (3) If an entity elects to become a social purpose
1923 corporation by amendment of the articles of incorporation or by
1924 a merger, domestication, conversion, or share exchange, the
1925 shareholders of the entity are entitled to appraisal rights
1926 under and pursuant to ss. 607.1301-607.1340.
1927 Section 71. Subsection (1) of section 605.0116, Florida
1928 Statutes, is amended to read:
1929 605.0116 Change of name or address by registered agent.—
1930 (1) If a registered agent changes his, or her, or its name
1931 or address, the agent may deliver to the department for filing a
1932 statement of change that provides the following:
1933 (a) The name of the limited liability company or foreign
1934 limited liability company represented by the registered agent.
1935 (b) The name of the registered agent as currently shown in
1936 the records of the department for the limited liability company
1937 or foreign limited liability company.
1938 (c) If the name of the registered agent has changed, his,
1939 her, or its new name.
1940 (d) If the address of the registered agent has changed, the
1941 new address.
1942 (e) A statement that the registered agent has given the
1943 notice required under subsection (2).
1944 Section 72. Subsections (2) and (7) of section 605.0207,
1945 Florida Statutes, are amended to read:
1946 605.0207 Effective date and time.—Except as otherwise
1947 provided in s. 605.0208, and subject to s. 605.0209(3), any
1948 document delivered to the department for filing under this
1949 chapter may specify an effective time and a delayed effective
1950 date. In the case of initial articles of organization, a prior
1951 effective date may be specified in the articles of organization
1952 if such date is within 5 business days before the date of
1953 filing. Subject to ss. 605.0114, 605.0115, 605.0208, and
1954 605.0209, a record filed by the department is effective:
1955 (2) If the record filed specifies an effective time, but
1956 not a prior or delayed effective date, on the date the record is
1957 accepted, as evidenced by the department’s endorsement, and
1958 filed at the time specified in the filing.
1959 (7) If the record filed a filed document does not specify
1960 the time zone or place at which the date or time, or both, is to
1961 be determined, the date or time, or both, at which it becomes
1962 effective shall be those prevailing at the place of filing in
1963 this state.
1964 Section 73. Section 605.0215, Florida Statutes, is amended
1965 to read:
1966 605.0215 Certificates to be received in evidence and
1967 evidentiary effect of certified copy of filed document.—All
1968 certificates issued by the department in accordance with this
1969 chapter shall be taken and received in all courts, public
1970 offices, and official bodies as prima facie evidence of the
1971 facts stated. A certificate from the department delivered with a
1972 copy of a document filed by the department bearing the signature
1973 of the secretary of state, which may be in facsimile, and the
1974 seal of this state, is conclusive evidence that the original
1975 document is on file with the department.
1976 Section 74. Paragraph (b) of subsection (2) of section
1977 605.0702, Florida Statutes, is amended to read:
1978 605.0702 Grounds for judicial dissolution.—
1979 (2)
1980 (b) For purposes of As used in this section, the term
1981 “deadlock sale provision” means a provision in an operating
1982 agreement which is or may be applicable in the event of a
1983 deadlock among the managers or the members of the limited
1984 liability company which the members of the company are unable to
1985 break and which provides for a deadlock breaking mechanism,
1986 including, but not limited to:
1987 1. A redemption or a purchase and sale of interests;
1988 2. A governance change, among or between members;
1989 3. The sale of the company or all or substantially all of
1990 the assets of the company; or
1991 4. A similar provision that, if initiated and effectuated,
1992 breaks the deadlock by causing the transfer of interests, a
1993 governance change, or the sale of all or substantially all of
1994 the company’s assets.
1995 Section 75. Subsection (2) of section 605.0716, Florida
1996 Statutes, is amended to read:
1997 605.0716 Judicial review of denial of reinstatement.—
1998 (2) Within 30 days after service of a notice of denial of
1999 reinstatement, a limited liability company may appeal the denial
2000 by petitioning the Circuit Court of Leon County to set aside the
2001 dissolution. The petition must be served on the department and
2002 must contain a copy of the department’s notice of administrative
2003 dissolution, the company’s application for reinstatement, and
2004 the department’s notice of denial.
2005 Section 76. Subsection (1) of section 617.0501, Florida
2006 Statutes, is amended to read:
2007 617.0501 Registered office and registered agent.—
2008 (1) Each corporation shall have and continuously maintain
2009 in this state:
2010 (a) A registered office which may be the same as its
2011 principal office; and
2012 (b) A registered agent, who may be either:
2013 1. An individual who resides in this state whose business
2014 office is identical with such registered office; or
2015 2.a. Another domestic entity that is an authorized entity
2016 whose business address is identical to the address of the
2017 registered office;, or
2018 b. A foreign entity authorized to transact business in this
2019 state that is an authorized entity and whose business address is
2020 identical to the address of the registered office.
2021 Section 77. Section 617.0825, Florida Statutes, is amended
2022 to read:
2023 617.0825 Board committees and advisory committees.—
2024 (1) Unless the articles of incorporation or the bylaws
2025 otherwise provide, the board of directors, by resolution adopted
2026 by a majority of the full board of directors, may create an
2027 executive committee and one or more other committees of the
2028 board and appoint directors or such other persons as the board
2029 of directors designates to serve on such committee or
2030 committees. The majority of the persons on each committee must
2031 be directors.
2032 (2) Notwithstanding subsection (1), a board committee may
2033 be composed of less than a majority of directors or entirely of
2034 non-directors if:
2035 (a) The committee is created by the board of directors or
2036 is otherwise authorized by the articles of incorporation or the
2037 bylaws; and
2038 (b) The committee relates to the election, nomination,
2039 qualification, or credentials of directors or is involved in the
2040 process of electing directors. designate from among its members
2041 an executive committee and one or more other committees each of
2042 which,
2043 (3) To the extent provided by the board of directors in a
2044 such resolution or in the articles of incorporation or the
2045 bylaws of the corporation, each such committee shall have and
2046 may exercise powers and all the authority of the board of
2047 directors, except that no such committee shall have the power or
2048 authority to:
2049 (a) Approve or recommend to members actions or proposals
2050 required by this act to be approved by members.
2051 (b) Fill vacancies on the board of directors or any
2052 committee thereof.
2053 (c) Adopt, amend, or repeal the bylaws.
2054 (4)(2) Unless the articles of incorporation or the bylaws
2055 provide otherwise, ss. 617.0820, 617.0822, 617.0823, and
2056 617.0824, which govern meetings, notice and waiver of notice,
2057 and quorum and voting requirements of the board of directors,
2058 apply to committees and their members as well.
2059 (5)(3) Each committee must have two or more members who
2060 serve at the pleasure of the board of directors. The board, by
2061 resolution adopted in accordance with and consistent with
2062 subsection (1), may designate one or more directors as alternate
2063 members of any such committee who may act in the place and stead
2064 of any absent member or members at any meeting of such
2065 committee.
2066 (6) A committee member who is not a director has the same
2067 responsibility and fiduciary duties with respect to activities
2068 of such committee, and the same liability protections, as a
2069 committee member who is a director.
2070 (7)(4) Neither the designation of any such committee, the
2071 delegation thereto of authority, nor action by such committee
2072 pursuant to such authority shall alone constitute compliance by
2073 any member of the board of directors not a member of the
2074 committee in question with his or her responsibility to act in
2075 good faith, in a manner he or she reasonably believes to be in
2076 the best interests of the corporation, and with such care as an
2077 ordinarily prudent person in a like position would use under
2078 similar circumstances.
2079 (8) A corporation may create or authorize the creation of
2080 one or more advisory committees with any number of persons on
2081 the committee being non-directors. An advisory committee:
2082 (a) Is not a committee of the board of directors; and
2083 (b) May not act on behalf of or exercise any of the powers
2084 or authority of the board of directors or bind the corporation
2085 to any action, but may make recommendations to the board of
2086 directors, to the officers, or to the members.
2087 Section 78. This act shall take effect upon becoming a law.