Chapter 617 — Chapter 617

(1) If after a hearing the court determines that one or more grounds for judicial dissolution described in s. 617.1430 exist, it may enter a judgment dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certif…

Assets of a dissolved corporation that should be transferred to a creditor, claimant, member of the corporation, or other person who cannot be found or who is not competent to receive them shall be deposited, within 6 months after the date fixed for the payment of the final liqui…

(1) A foreign corporation may not conduct its affairs in this state until it obtains a certificate of authority from the Department of State.(2) The following activities, among others, do not constitute conducting affairs within the meaning of subsection (1):(a) Maintaining, defe…

(1) A foreign corporation conducting its affairs in this state without a certificate of authority may not maintain a proceeding in any court in this state until it obtains a certificate of authority.(2) The successor to a foreign corporation that conducted its affairs in this sta…

(1) A foreign corporation may apply for a certificate of authority to conduct its affairs in this state by delivering an application to the Department of State for filing. Such application shall be made on forms prescribed and furnished by the Department of State and shall set fo…

(1) A foreign corporation authorized to conduct its affairs in this state shall make application to the Department of State to obtain an amended certificate of authority if it changes:(a) Its corporate name;(b) The period of its duration;(c) The purpose or purposes which it inten…

(1) A certificate of authority authorizes the foreign corporation to which it is issued to conduct its affairs in this state subject, however, to the right of the Department of State to suspend or revoke the certificate as provided in this act.(2) A foreign corporation with a val…

(1) A foreign corporation may not file an application for a certificate of authority unless the corporate name of such corporation satisfies the requirements of s. 617.0401. To obtain or maintain a certificate of authority to transact business in this state, the foreign corporati…

(1) Each foreign corporation authorized to conduct its affairs in this state must continuously maintain in this state:(a) A registered office that may be the same as any of the places it conducts its affairs; and(b) A registered agent, who may be:1. An individual who resides in t…

(1) A foreign corporation authorized to conduct its affairs in this state may change its registered office or registered agent by delivering to the Department of State for filing a statement of change that sets forth:(a) Its name;(b) The street address of its current registered o…

(1) The registered agent of a foreign corporation may resign his or her agency appointment by signing and delivering to the Department of State for filing a statement of resignation and mailing a copy of such statement to the corporation at the corporation’s principal office addr…

(1) Process against a foreign corporation may be served in accordance with s. 48.081 and chapter 48 or chapter 49.(2) Any notice to or demand on a foreign corporation made pursuant to this act may be made in accordance with the procedures for notice to or demand on domestic corpo…

(1) A foreign corporation authorized to conduct its affairs in this state may not withdraw from this state until it obtains a certificate of withdrawal from the Department of State.(2) A foreign corporation authorized to conduct its affairs in this state may apply for a certifica…

The Department of State may commence a proceeding under s. 617.1531 to revoke the certificate of authority of a foreign corporation authorized to conduct its affairs in this state if:(1) The foreign corporation has failed to file its annual report with the Department of State by …

(1) If the Department of State determines that one or more grounds exist under s. 617.1530 for revocation of a certificate of authority, the Department of State shall serve the foreign corporation with notice of its intent to revoke the foreign corporation’s certificate of author…

(1) If the Department of State revokes the authority of any foreign corporation to conduct its affairs in this state pursuant to the provisions of this act, such foreign corporation may likewise appeal to the circuit court of the county where the registered office of such corpora…

(1)(a) A foreign corporation whose certificate of authority has been revoked under s. 617.1531 may apply to the Department of State for reinstatement at any time after the effective date of revocation of authority. The application must:1. Recite the name of the corporation and th…

(1) A corporation shall keep as records minutes of all meetings of its members and board of directors, a record of all actions taken by the members or board of directors without a meeting, and a record of all actions taken by a committee of the board of directors in place of the …

(1) A member of a corporation is entitled to inspect and copy, during regular business hours at the corporation’s principal office or at a reasonable location specified by the corporation, any of the records of the corporation described in s. 617.1601(5), if the member gives the …

(1) A member’s agent or attorney has the same inspection and copying rights as the member he or she represents.(2) The right to copy records under s. 617.1602 includes, if reasonable, the right to receive copies made by photographic, xerographic, or other means.(3) The corporatio…

(1) If a corporation does not, within a reasonable time, allow a member to inspect and copy any record, and the member complies with any prerequisites to inspection and copying imposed by this section, the member may apply to the circuit court in the county where the corporation’…

A corporation, upon a member’s written demand, shall furnish that member its latest annual financial statements, which may be consolidated or combined statements of the corporation and one or more of its subsidiaries or affiliates, as appropriate, and which include a balance shee…

Sections 617.1601-617.1605 do not apply to a corporation that is an association, as defined in s. 720.301, or a corporation regulated under chapter 718 or chapter 719.

(1) Each domestic and each foreign corporation authorized to conduct its affairs in this state shall deliver to the Department of State for filing a sworn annual report, on such form as the Department of State prescribes, that sets forth:(a) The name of the corporation and the st…

(1)(a) Each corporation incorporated in this state shall maintain a registered agent and registered office in accordance with s. 617.0501, and current information regarding the corporations incorporated in this state shall be readily available to the public. At a minimum, such in…

This act applies to all domestic corporations in existence on July 1, 1991, that were incorporated under any general statute of this state providing for incorporation of corporations not for profit if power to amend or repeal the statute under which the corporation was incorporat…

A foreign corporation authorized to conduct its affairs in this state on July 1, 1991, is subject to this act but is not required to obtain a new certificate of authority to conduct its affairs under this act.

(1)(a) This chapter is applicable to a corporation that is an association as defined in and regulated by any of chapter 718 regarding condominiums, chapter 719 regarding cooperatives, chapter 720 regarding homeowners’ associations, chapter 721 regarding timeshares, or chapter 723…

The provisions of this act apply to commerce with foreign nations and among the several states only insofar as such commerce may be permitted under the Constitution and laws of the United States.

(1) As used in this section, the term “not-for-profit corporation” includes any not-for-profit incorporated organization.(2) Any foreign not-for-profit corporation may become domesticated in this state by filing with the Department of State:(a) A certificate of domestication, exe…

Any corporation for profit incorporated under any of the laws of the state, engaged solely in carrying out the purposes and objects for which corporations not for profit are authorized under state law to carry out, may change its corporate nature from a corporation for profit to …

A petition for conversion to a corporation not for profit pursuant to s. 617.1805 shall be accompanied by the written consent of all the shareholders authorizing the change in the corporate nature and directing an authorized officer to file such petition before the court, togethe…

If the circuit judge to whom the petition and proposed articles of incorporation are presented finds that the petition and proposed articles are in proper form, he or she shall approve the articles of incorporation and endorse his or her approval thereon; such approval shall prov…

All the provisions of this act relating to corporations not for profit, except insofar as they are inconsistent with ss. 617.1805, 617.1806, and 617.1807, shall be applicable to any corporation whose character has been changed under ss. 617.1805, 617.1806, and 617.1807 and shall …

(1) As used in this section, the term “limited agricultural association” or “association” means a limited agricultural association formed under ss. 604.09-604.14.(2) A limited agricultural association may convert to a domestic corporation not for profit by filing the following do…

No body of persons acting as a corporation shall be permitted to set up the lack of legal organization as a defense to an action against them as a corporation, nor shall any person sued on a contract made with the corporation or sued for an injury to its property or a wrong done …

(1) Except as provided in subsection (2), the repeal or amendment of a statute by this chapter does not affect:(a) The operation of the statute or any action taken under it before its repeal or amendment;(b) Any ratification, right, remedy, privilege, obligation, or liability acq…

Except as made applicable by specific reference in any other section of this chapter, part I of chapter 607, the Florida Business Corporation Act, does not apply to any corporations not for profit.

(1) Corporations may be organized and incorporated under this act for any one or more lawful purposes not for pecuniary profit. However, corporations not for profit which may be incorporated under any other law of this state governing particular types of corporations may not be i…

A corporation not for profit organized pursuant to the provisions of s. 2, chapter 87-296, Laws of Florida, must meet the following requirements:(1) At least 25 percent of its physicians must have a full-time contract for the provision of medical services with the corporation, be…

If any member or citizen complains to the Department of Legal Affairs that any corporation organized under this act was organized or is being used as a cover to evade any of the laws against crime, or for purposes inconsistent with those stated in its articles of incorporation or…

Property, both real and personal, belonging to or held in trust for any church or any religious society belonging to any religious denomination in this state that has or shall become extinct, shall vest in and become the property of that denomination of which such church or relig…

Any church or religious society in this state which has ceased or failed to maintain religious worship or service, or to use its property for religious worship or services according to the tenets, usages, and customs of a church of the denomination of which it is a member in this…

Any group or combination of groups of workers or wage earners, bearing the name labor, organized labor, federation of labor, brotherhood of labor, union labor, union labor committee, trade union, trades union, union labor council, building trades council, building trades union, a…

Persons engaged in the business of buying, selling, packing, and marketing commercial sponges may incorporate under this act to aid in facilitating the orderly cooperative buying, selling, packing, and marketing of commercial sponges. Such association is not a combination in rest…

Any corporation, organized under this act, may act as trustee of property whenever the corporation has either a beneficial, contingent, or remainder interest in such property. Any corporation may accept and hold the legal title to property, the beneficial interest of which is own…

A corporation may, if so authorized in the bylaws, levy fines or otherwise penalize members of the corporation. No fine or penalty shall be levied until after the corporation has provided notice thereof to the members concerned and has afforded the member an opportunity to be hea…

(1) SHORT TITLE.—This section may be cited as the “Florida Uniform Prudent Management of Institutional Funds Act.”(2) DEFINITIONS.—For purposes of this section:(a) “Charitable purpose” means the relief of poverty, the advancement of education or religion, the promotion of health,…

When a corporation or foreign corporation subject to this chapter is issued a deed to real property in the state by the Board of Trustees of the Internal Improvement Trust Fund containing a reverter clause that restricts the use of property to specified uses in the deed, the fail…

(1) As used in this section, the term “membership association” means a not-for-profit corporation, including a department or division of such corporation, the majority of whose board members are constitutional officers who, pursuant to s. 1001.32(2), operate, control, and supervi…