The Florida Senate

607.0903  Application of ss. 607.0901 and 607.0902 to certain foreign corporations.--

(1)  The provisions of s. 607.0901 also apply to a foreign corporation that has:

(a)  Been granted authority pursuant to this act to conduct business in this state;

(b)  One hundred or more shareholders;

(c)  Its principal place of business, its principal office, or substantial assets within this state;

(d)  More than 500 residents of this state as employees, including employees of an entity as to which the foreign corporation owns, directly or indirectly, shares or other interests of such entity having a majority of the unlimited voting rights in matters as to which shareholders or interestholders of such entity are accorded voting rights;

(e)  Gross annual payroll, including the payroll of an entity as to which the foreign corporation owns, directly or indirectly, shares or other interests of such entity having a majority of the unlimited voting rights in matters as to which shareholders or interestholders of such entity are accorded voting rights, of more than $5 million to residents of this state; and

(f)  Either:

1.  More than 10 percent of its shareholders resident in this state;

2.  More than 10 percent of its shares owned by residents of this state; or

3.  More than 1,000 shareholders resident in this state.

For purposes of paragraph (f), the residence of a shareholder is presumed to be the address appearing in the records of the corporation, and shares held by banks (except as trustee or guardian), brokers, or nominees shall be disregarded for purposes of calculating the percentages or numbers described.

(2)  Except as provided in subsection (3), the provisions of s. 607.0902 apply to a foreign corporation which meets the requirements of an "issuing public corporation" in s. 607.0902(4) and, in addition, has:

(a)  Authority pursuant to this act to conduct business in this state;

(b)  More than 500 residents of this state as employees, including employees of an entity as to which the foreign corporation owns, directly or indirectly, shares or other interests of such entity having a majority of the unlimited voting rights in matters as to which shareholders or interestholders of such entity are accorded voting rights; and

(c)  Gross annual payroll, including the payroll of an entity as to which the foreign corporation owns, directly or indirectly, shares or other interests of such entity having a majority of the unlimited voting rights in matters as to which shareholders or interestholders of such entity are accorded voting rights, of more than $5 million to residents of this state.

(3)  The acquisition of any shares of any foreign corporation which is subject to subsection (2) does not constitute a control-share acquisition if the acquisition is consummated pursuant to a merger or share exchange effected in compliance with s. 607.1107 and such foreign corporation is a party to the agreement of merger or plan of share exchange.

(4)  The merger, consolidation, or share exchange of two foreign corporations does not constitute a control-share acquisition if the merger, consolidation, or share exchange is effected in compliance with the laws of the jurisdictions under which such corporations are organized and with the approval of the board of directors of the foreign corporation subject to subsection (2).

(5)  If the laws of any jurisdiction under the laws of which a foreign corporation is organized contain provisions that are expressly inconsistent with the provisions of this section as applicable to such foreign corporation, the provisions of this section shall be inapplicable to such foreign corporation to the extent necessary to resolve such inconsistency.

History.--s. 96, ch. 89-154.