Title XXXVI, Business Organizations

The department 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 of regis…

Except as provided in subsection (1) and in s. 617.0124(3), a document accepted for filing under this chapter may specify an effective time and a delayed effective date. In the case of the initial articles of incorporation, a prior effective date may be specified in the articles …

(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 inaccuracy;(b) The document contains false, misleading, or fraudulent information;(c) The document was defectively executed, attested, …

(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 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(2) Petiti…

All certificates issued by the department pursuant to this chapter must be taken and received in all courts, public offices, and official bodies as prima facie evidence of the facts stated therein. A certificate attached to a copy of a document filed by the department, bearing th…

(1) The department, upon request, shall issue 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 foreign corpor…

(1) The department may propound to any corporation subject to this chapter, 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 applicable filing provisions …

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 chapter 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) Written notice may be communicated by mail, electronic mail, facsimile, or other form of …

(1) For purposes of this chapter, the term:(a) “Material interest” means an actual or potential benefit or detriment, other than one which would devolve on the corporation or the members generally, which would reasonably be expected to impair the objectivity of the director’s jud…

One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the department for filing.History.—s. 16, ch. 90-179; s. 129, ch. 2026-168.

(1) The articles of incorporation must set forth:(a) A 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 for which th…

(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’s filing of…

All persons purporting to act as or on behalf of a corporation, knowing that there was no incorporation under this chapter, are jointly and severally liable for all liabilities created while so acting.History.—s. 19, ch. 90-179; s. 13, ch. 2026-168.

(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 unless that power is reserved to the members by the articles of incorporation. The power to alter, amend, or repeal the bylaws or adopt new bylaws is vested in the board of directors unless otherwise p…

(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 chapter 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, educational, historical,…

Every nonprofit corporation organized under this chapter, unless otherwise provided in its articles of incorporation or bylaws, shall have power to:(1) Sue and be sued and appear and defend in all actions and proceedings in its corporate name to the same extent as a natural perso…

(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 from the corporate names that are not available under s. 617.0401(1)(e).(2) A foreign corp…

(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:1. An individual who resides in this state whose business office is identical to such registered of…

(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 a statement of change setting forth:(a) The name of the corporation;(b) The name of its current registered agent;(c) If the current registered agent is to be changed, the na…

(1)(a) A registered agent may resign as agent for a corporation by delivering to the department a signed statement of resignation and mailing a copy of such statement to the corporation at its mailing address of the respective corporation that then appears in the records of the d…

(1) If a registered agent changes the registered agent’s name or business address, the agent may deliver to the department for filing a statement of change that provides the following:(a) The name of the corporation represented by the registered agent.(b) The name of the register…

(1)(a) Each corporation or foreign corporation that owns real property located in this state, that owns a mortgage on real property located in this state, or that conducts affairs in this state shall have and continuously maintain in this state a registered office and a registere…

(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 chapter may be made to the chair of the board, the president, any vice president, the secretary, the trea…

A corporation may not make distributions to its members, directors, or officers.(1) A corporation may not pay any dividend and may not make distributions of any part of the net income or net earnings of the corporation to its members, directors, or officers, except that a corpora…

(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…

A corporation may do any of the following:(1) Pay compensation in reasonable amounts to its members, directors, officers, agents, and employees for services rendered.(2) Confer benefits upon its members in conformity with its purposes.(3) Upon dissolution or final liquidation, ma…

(1) A member of a corporation is not, as such, personally liable for any act, debt, liability, or obligation of the corporation.(2) A corporation may levy dues, assessments, and fees on its members to the extent authorized in the articles of incorporation or the bylaws. Dues, ass…

(1) Except as provided in the articles of incorporation or bylaws, a member of a corporation may not transfer a membership or any right arising from membership.(2) Where the right to transfer a membership has been provided in the articles of incorporation or bylaws, a restriction…

(1) A member may resign at any time for any reason.(2) The resignation of a member does not relieve the member from any obligations incurred or commitments made before resignation.History.—s. 18, ch. 2009-205; s. 29, ch. 2026-168.

(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 described in s. 501(c)(3) of the Internal Revenue Code of 1986, as amended, may not purchase the membership interests of any of its members or any right arising from membership. Any corporation that is not described in s. 501(c)(3) of the Internal Revenue Code o…

(1) A corporation with members may hold meetings of members for the transaction of any proper business at such times stated in or fixed in accordance with the articles of incorporation or bylaws. The frequency of all meetings of members, the time and manner of notice of such meet…

(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.(3)(a) A member or the membe…

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 …

A director, an officer, or a member may not commence a proceeding in the right of a domestic or foreign corporation unless such director, officer, or member holds that position at the time the action is commenced and:(1) Was a director, an officer, or a member when the conduct gi…

A complaint in a proceeding brought in the right of a corporation must be verified and allege with particularity:(1) The demand, if any, made to obtain the action desired by the director, officer, or member from the board of directors; and(2) Either:(a) If such demand was made, t…

If the corporation commences an inquiry into the allegations made in the demand or complaint, the court may stay any derivative proceeding for such period as the court deems appropriate.History.—s. 36, ch. 2026-168.

(1) A derivative proceeding may be dismissed, in whole or in part, by the court upon motion by the corporation if a group specified in subsection (2) or subsection (3) has determined in good faith, after conducting a reasonable inquiry upon which its conclusions are based, that t…