Title XXXVI, Business Organizations

(1) If a document delivered to the department for filing satisfies the requirements of s. 607.0120, the department shall file it.(2) The department files a document by stamping or otherwise endorsing the document as filed, together with the department’s official title and the dat…

If the department refuses to file a document delivered to its office for filing, the person who submitted the document for filing may petition the Circuit Court of Leon County to compel filing of the document. The document and the explanation from the department of the refusal to…

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. A certificate the department delivered with a copy of a document filed by the department, …

(1) The department, upon request and payment of the requisite fee, shall issue a certificate of status for a corporation if the records filed in the department show that the department has accepted and filed the corporation’s articles of incorporation. A certificate of status mus…

The department has the authority reasonably necessary to enable it to administer this chapter efficiently, to perform the duties imposed upon it, and to adopt reasonable rules necessary to carry out its duties and functions under this chapter.History.—s. 13, ch. 89-154; s. 4, ch.…

As used in this chapter, unless the context otherwise requires, the term:(1) “Acquired eligible entity” means the domestic or foreign eligible entity that will have all of one or more classes or series of its shares or eligible interests acquired in a share exchange.(2) “Acquirin…

(1)(a) Notice under this chapter must be in writing, unless oral notice is:1. Expressly authorized by the articles of incorporation or the bylaws; and2. Reasonable under the circumstances.(b) Unless otherwise agreed upon between the sender and the recipient, words in a notice or …

(1) A “qualified director” is a director who, at the time action is to be taken under:(a) Section 607.0744, does not have a material interest in the outcome of the proceeding or a material relationship with a person who has such an interest;(b) Section 607.0832, is not a director…

As used in ss. 607.0145-607.0152, the term:(1) “Corporate action” means any action taken by or on behalf of a corporation, including any action taken by the incorporator, the board of directors, a committee of the board of directors, an officer or agent of the corporation, or the…

(1) A defective corporate action is not void or voidable if:(a) The defective corporate action was ratified in accordance with the requirements of s. 607.0147, including the filing, if required, of articles of validation pursuant to s. 607.0151; or(b) The defective corporate acti…

(1) To ratify a defective corporate action under this section, other than to ratify an election of the initial board of directors under subsection (2), the board of directors must take the action in accordance with s. 607.0148, stating all of the following:(a) The defective corpo…

(1) The quorum and voting requirements applicable to a ratifying action by the board of directors under s. 607.0147(1) are the quorum and voting requirements applicable to the corporate action proposed to be ratified at the time such ratifying action is taken.(2)(a) If the ratifi…

(1) Unless shareholder approval is required under s. 607.0147(3), prompt notice of an action taken by the board of directors under s. 607.0147 must be given to each holder of valid shares and each holder of putative shares, regardless of whether entitled to vote, that is a holder…

The following provisions apply from and after the validation effective time, without regard to the 120-day period during which a claim may be brought under s. 607.0152:(1) Each defective corporate action ratified in accordance with s. 607.0147 will not be void or voidable as a re…

(1) If the defective corporate action ratified under ss. 607.0145-607.0152 would have required a filing under this chapter and either:(a) Any previous filing requires any change to the filing to give effect to the defective corporate action in accordance with this section, includ…

(1) Subject to subsection (4), upon application by the corporation, any successor entity to the corporation, a director of the corporation, any shareholder, beneficial shareholder, or unrestricted voting trust beneficial owner of the corporation, including any such shareholder, b…

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. 89-154; s. 16, ch. 2019-90.

(1) The articles of incorporation must set forth:(a) A corporate name for the corporation that satisfies the requirements of s. 607.0401;(b) The street address of the initial principal office and, if different, the mailing address of the corporation;(c) The number of shares the c…

(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. 89-154; s. 19, ch. 2019-90.

(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…

(1) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation unless that power is reserved to the shareholders by the articles of incorporation.(2) The bylaws of a corporation may contain any provision that is not inconsistent with l…

(1) Unless the articles of incorporation provide otherwise, the board of directors may adopt bylaws to be effective only in an emergency defined in subsection (5). The emergency bylaws, which are subject to amendment or repeal by the shareholders, may make all provisions necessar…

(1) The articles of incorporation or the bylaws may require that any or all internal corporate claims be brought exclusively in any specified court or courts of this state and, if so specified, in any additional courts in this state or in any other jurisdictions with which the co…

(1) Every corporation incorporated under this chapter has the purpose of engaging in any lawful business unless a more limited purpose is set forth in the articles of incorporation.(2) A corporation engaging in a business that is subject to regulation under another statute of thi…

Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including power:(1) To su…

(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,” “company,” or “incorporated” or the abbreviation “Corp.,” or “Inc.,” or “Co.,” or the designation “Corp,” or “Inc,” or “Co,” as will clearly indicate that it is a corporation instead of a natural person, partnership, o…

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

(1) A foreign corporation may register its corporate name, or its corporate name with the addition of any word or abbreviation required by s. 607.1506, if the name is distinguishable upon the records of the department from the corporate names that are not available under s. 607.0…

(1) Each corporation shall designate and continuously maintain in this state:(a) A registered office, which may be the same as its place of business in this state; and(b) A registered agent, which must be:1. An individual who resides in this state whose business address is identi…

(1) In order to change its registered agent or registered office address, a corporation may deliver to the department for filing a statement of change containing the following:(a) The name of the corporation.(b) The name of its current registered agent.(c) If the current register…

(1) A registered agent may resign as agent for a corporation by delivering to the department for filing a signed statement of resignation containing the name of the corporation.(2) After delivering the statement of resignation to the department for filing, the registered agent mu…

(1) If a registered agent changes its name or 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 registered agent as currently shown …

(1) Except as otherwise provided in this chapter, permissible means of delivery of a notice or other communication includes delivery by hand, the United States Postal Service, a commercial delivery service, and electronic transmission, all as more particularly described in s. 607…

(1) A corporation may be served with process required or authorized by law in accordance with s. 48.081 and chapter 48 or chapter 49.(2) Any notice or demand on a corporation under this chapter may be given or made to the chair of the board, the president, any vice president, the…

(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) The articles of incorporation must set forth any classes of shares and series of shares within a class, and the number of shares of each class and series, that the corporation is authorized to issue. If more than one class or series of shares is authorized, the articles of in…

(1) If the articles of incorporation so provide, the board of directors is authorized, without shareholder approval, to:(a) Classify any unissued shares into one or more classes or into one or more series within a class;(b) Reclassify any unissued shares of any class into one or …

(1) A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted, or canceled, except as provided in s. 607.0631.(2) The reacquisition…

(1) A corporation may:(a) Issue fractions of a share or, in lieu of doing so, pay in money the fair value of fractions of a share;(b) Make arrangements, or provide reasonable opportunity, for any person entitled to or holding a fractional interest in a share to sell such fraction…

(1) A subscription for shares entered into before incorporation is irrevocable for 6 months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation.(2) A subscription for shares, whether made before or after incorporation, …

(1) The powers granted in this section to the board of directors may be reserved to the shareholders by the articles of incorporation.(2) The board of directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the…

(1) A holder of, or subscriber to, shares of a corporation shall be under no obligation to the corporation or its creditors with respect to such shares other than the obligation to pay to the corporation the full consideration for which such shares were issued or to be issued. Su…

(1) Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation’s shareholders or to the shareholders of one or more classes or series of shares. An issuance of shares under this subsection is a share dividend…