Chapter 617 — Chapter 617

This act may be cited as the “Florida Not For Profit Corporation Act.”

The Legislature has the power to amend or repeal all or part of this act at any time, and all domestic and foreign corporations subject to this act shall be governed by the amendment or repeal.

(1) A document must satisfy the requirements of this section and of any other section that adds to or varies these requirements to be entitled to filing by the Department of State.(2) This act must require or permit filing the document in the office of the Department of State.(3)…

(1) The Department of State may prescribe and furnish on request forms for:(a) An application for certificate of status,(b) A foreign corporation’s application for certificate of authority to conduct its affairs in the state,(c) A foreign corporation’s application for certificate…

The Department of State shall collect the following fees on documents delivered to the department for filing:(1) Articles of incorporation: $35.(2) Application for registered name: $87.50.(3) Application for renewal of registered name: $87.50.(4) Corporation’s statement of change…

(1) Except as provided in subsection (2) and in s. 617.0124(3), a document accepted for filing is effective at the time of filing on the date it is filed, as evidenced by the Department of State’s date and time endorsement on the original document.(2) A document may specify a del…

(1) A domestic or foreign corporation may correct a document filed by the department within 30 days after filing if:(a) The document contains an incorrect statement;(b) The document contains false, misleading, or fraudulent information;(c) The document was defectively executed, a…

(1) If a document delivered to the department for filing satisfies the requirements of s. 617.01201, the department shall file it.(2) The department files a document by stamping or otherwise endorsing “filed,” together with the Secretary of State’s official title and the date and…

If the Department of State refuses to file a document delivered to its office for filing, within 30 days after return of the document by the department by mail, as evidenced by the postmark, the domestic or foreign corporation may:(1) Appeal the refusal pursuant to s. 120.68; or(…

A certificate attached to a copy of a document filed by the Department of State, bearing the signature of the Secretary of State (which may be in facsimile) and the seal of this state, is conclusive evidence that the original document is on file with the department.

(1) Anyone may apply to the Department of State to furnish a certificate of status for a domestic corporation or a certificate of authorization for a foreign corporation.(2) A certificate of status or authorization sets forth:(a) The domestic corporation’s corporate name or the f…

(1) The Department of State may propound to any corporation subject to the provisions of this act, and to any officer or director thereof, such interrogatories as may be reasonably necessary and proper to enable it to ascertain whether the corporation has complied with all applic…

As used in this chapter, the term:(1) “Articles of incorporation” includes original, amended, and restated articles of incorporation, articles of consolidation, and articles of merger, and all amendments thereto, including documents designated by the laws of this state as charter…

(1) Notice under this act must be in writing, unless oral notice is:(a) Expressly authorized by the articles of incorporation or the bylaws; and(b) Reasonable under the circumstances.(2) Notice may be communicated in person; by telephone (where oral notice is permitted), telegrap…

One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the Department of State for filing.

(1) The articles of incorporation must set forth:(a) A corporate name for the corporation that satisfies the requirements of s. 617.0401.(b) The street address of the initial principal office and, if different, the mailing address of the corporation;(c) The purpose or purposes fo…

(1) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed or on a date specified in the articles of incorporation, if such date is within 5 business days prior to the date of filing.(2) The Department of State’s …

All persons purporting to act as or on behalf of a corporation, having actual knowledge that there was no incorporation under this act, are jointly and severally liable for all liabilities created while so acting except for any liability to any person who also had actual knowledg…

(1) After incorporation:(a) If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting by…

The initial bylaws of a corporation shall be adopted by its board of directors. The power to alter, amend, or repeal the bylaws or adopt new bylaws shall be vested in the board of directors unless otherwise provided in the articles of incorporation or the bylaws. The bylaws may c…

(1) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection (5). The emergency bylaws may make all provisions necessary for managing the corporation during an emerg…

Corporations may be organized under this act for any lawful purpose or purposes not for pecuniary profit and not specifically prohibited to corporations under other laws of this state. Such purposes include, without limitation, charitable, benevolent, eleemosynary, educational, h…

Every corporation not for profit organized under this chapter, unless otherwise provided in its articles of incorporation or bylaws, shall have power to:(1) Have succession by its corporate name for the period set forth in its articles of incorporation.(2) Sue and be sued and app…

(1) In anticipation of or during any emergency defined in subsection (5), the board of directors of a corporation may:(a) Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and(b) Relocate the principal office or designate alter…

(1) Except as provided in subsection (2), the validity of corporate action, including, but not limited to, any conveyance, transfer, or encumbrance of real or personal property to or by a corporation, may not be challenged on the ground that the corporation lacks or lacked power …

(1) A corporate name:(a) Must contain the word “corporation” or “incorporated” or the abbreviation “Corp.” or “Inc.” or words or abbreviations of like import in language as will clearly indicate that it is a corporation instead of a natural person, unincorporated association, or …

(1) A foreign corporation may register its corporate name, or its corporate name with any addition required by s. 617.1506, if the name is distinguishable upon the records of the Department of State from the corporate names that are not available under s. 617.0401(1)(e).(2) A for…

(1) Each corporation shall have and continuously maintain in this state:(a) A registered office which may be the same as its principal office; and(b) A registered agent, who may be either:1. An individual who resides in this state whose business office is identical with such regi…

(1) A person may reserve the exclusive use of the name of a corporation, including an alternate name for a foreign corporation whose name is not available, by delivering an application to the department for filing. The application must set forth the name and address of the applic…

(1) A corporation may change its registered office or its registered agent upon filing with the Department of State a statement of change setting forth:(a) The name of the corporation;(b) The street address of its current registered office;(c) If the current registered office is …

(1)(a) Each corporation, foreign corporation, or alien business organization that owns real property located in this state, that owns a mortgage on real property located in this state, or that transacts business in this state shall have and continuously maintain in this state a r…

(1) Process against any corporation may be served in accordance with s. 48.081 and chapter 48 or chapter 49.(2) Any notice to or demand on a corporation made pursuant to this act may be made to the chair of the board, the president, any vice president, the secretary, the treasure…

Except as authorized in s. 617.1302, a corporation may not make distributions to its members, directors, or officers.(1) A mutual benefit corporation, such as a private club that is established for social, pleasure, or recreational purposes and that is organized as a corporation …

(1)(a) A corporation may have one or more classes of members or may have no members. If the corporation has one or more classes of members, the designation of such class or classes, the qualifications and rights of the members of each class, any quorum and voting requirements for…

(1) A member of a corporation is not, as such, personally liable for any act, debt, liability, or obligation of the corporation.(2) A member may become liable to the corporation for dues, assessments, or fees as provided by law. (1) A member of a corporation is not, as such, pers…

(1) A member of a corporation may not transfer a membership or any right arising from membership except as otherwise allowed in this section.(2) Except as set forth in the articles of incorporation or bylaws of a mutual benefit corporation, a member of a mutual benefit corporatio…

(1) Except as may be provided in the articles of incorporation or bylaws of a corporation, a member of a mutual benefit corporation may not transfer a membership or any right arising from membership.(2) The resignation of a member does not relieve the member from any obligations …

(1) A member of a corporation may not be expelled or suspended, and a membership in the corporation may not be terminated or suspended, except pursuant to a procedure that is fair and reasonable and is carried out in good faith.(2) Any written notice given by mail must be deliver…

(1) A corporation may not purchase any of its memberships or any right arising from membership except as provided in s. 617.0505 or subsection (2).(2) Subject to s. 617.1302, a mutual benefit corporation may purchase the membership of a member who resigns, or whose membership is …

(1) The frequency of all meetings of members, the time and manner of notice of such meetings, the conduct and adjournment of such meetings, the determination of members entitled to notice or to vote at such meetings, and the number or voting power of members necessary to constitu…

(1) Members are not entitled to vote except as conferred by the articles of incorporation or the bylaws.(2) A member who is entitled to vote may vote in person or, unless the articles of incorporation or the bylaws otherwise provide, may vote by proxy executed in writing by the m…

An amendment to the articles of incorporation or the bylaws which adds, changes, or deletes a greater or lesser quorum or voting requirement must meet the same quorum or voting requirement and be adopted by the same vote and voting groups required to take action under the quorum …

(1) A person may not commence a proceeding in the right of a domestic or foreign corporation unless the person was a member of the corporation when the transaction complained of occurred or unless the person became a member through transfer by operation of law from one who was a …

All corporate powers must be exercised by or under the authority of, and the affairs of the corporation managed under the direction of, its board of directors, subject to any limitation set forth in the articles of incorporation.

(1) Directors must be natural persons who are 18 years of age or older but need not be residents of this state or members of the corporation unless the articles of incorporation or bylaws so require. For a corporation organized according to the provisions of s. 501(c)(3) of the I…

(1) A board of directors must consist of three or more individuals, with the number specified in or fixed in accordance with the articles of incorporation or the bylaws.(2) The number of directors may be increased or decreased from time to time by amendment to, or in the manner p…

The articles of incorporation or bylaws may provide that directors be divided into classes. Each director shall hold office for the term to which he or she is elected or appointed and until his or her successor has been elected or appointed and qualified or until his or her earli…

(1) A director may resign at any time by delivering written notice to the board of directors or its chair or to the corporation.(2) A resignation is effective when the notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at a …

(1) Subject to subsection (2), a director may be removed from office pursuant to procedures provided in the articles of incorporation or the bylaws, which shall provide the following, and if they do not do so, shall be deemed to include the following:(a) Any member of the board o…

(1) Except as provided in s. 617.0808(1)(f), any vacancy occurring on the board of directors may be filled by the affirmative vote of the majority of the remaining directors, even though the remaining directors constitute less than a quorum, or by the sole remaining director or, …