Title XXXVI, Business Organizations

A corporation may pay the expenses of selling or underwriting its shares and of organizing or reorganizing the corporation from the consideration received for shares.History.—s. 45, ch. 89-154.

(1) The shareholders of a corporation do not have a preemptive right to acquire the corporation’s unissued shares or the corporation’s treasury shares, except in each case to the extent the articles of incorporation so provide.(2) A statement included in the articles of incorpora…

(1) A corporation may acquire its own shares, and, unless otherwise provided in the articles of incorporation or except as provided in subsection (4) or subsection (5), shares so acquired constitute authorized but unissued shares of the same class but undesignated as to series.(2…

(1) A board of directors may authorize and the corporation may make distributions to its shareholders subject to restriction by the articles of incorporation and the limitations in subsection (3).(2) The board of directors may fix the record date for determining shareholders enti…

(1) Unless directors are elected by written consent in lieu of an annual meeting pursuant to s. 607.0704, a corporation shall hold a meeting of shareholders annually, for the election of directors and for the transaction of any proper business, at a time stated in or fixed in acc…

(1) A corporation shall hold a special meeting of shareholders:(a) On call of its board of directors or the person or persons authorized to do so by the articles of incorporation or bylaws; or(b) If shareholders holding not less than 10 percent, unless a greater percentage not to…

(1) The circuit court in the applicable county may summarily order a meeting to be held:(a) On application of any shareholder entitled to vote at an annual meeting if neither an annual meeting has been held nor an action by written consent in lieu thereof has become effective wit…

(1) Unless otherwise provided in the articles of incorporation or in subsection (8), action required or permitted by this chapter to be taken at an annual or special meeting of shareholders may be taken without a meeting, without prior notice, and without a vote if the action is …

(1) A corporation shall notify shareholders of the date, time, and place of each annual and special shareholders’ meeting no fewer than 10 or more than 60 days before the meeting date. The notice must include the record date for determining the shareholders entitled to vote at th…

(1) A shareholder may waive any notice required by this chapter, the articles of incorporation, or bylaws before or after the date and time stated in the notice. The waiver must be in writing, be signed by the shareholder entitled to the notice, and be delivered to the corporatio…

(1) The bylaws may fix or provide the manner of fixing the record date or dates for one or more voting groups to determine the shareholders entitled to notice of a shareholders’ meeting, to demand a special meeting, to vote, or to take any other action. If the bylaws do not fix o…

(1) Shareholders of any voting group, other persons entitled to vote on behalf of shareholders pursuant to s. 607.0721, attorneys in fact for shareholders, and holders of proxies appointed pursuant to s. 607.0722 may participate in any annual or special meeting of shareholders by…

(1) After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its shareholders who are entitled to notice of a shareholders’ meeting. If the board of directors fixes a different record date under s. 607.0707(8) to determine the…

(1) Except as provided in subsections (2), (3), and (4) or unless the articles of incorporation or this chapter provides otherwise, each outstanding share, regardless of class or series, is entitled to one vote on each matter submitted to a vote at a meeting of shareholders. Only…

(1) A shareholder, other person entitled to vote on behalf of a shareholder pursuant to s. 607.0721, or attorney in fact for a shareholder may vote the shareholder’s shares in person or by proxy.(2)(a) A shareholder, other person entitled to vote on behalf of a shareholder pursua…

(1) A corporation’s board of directors may establish a procedure under which a person on whose behalf shares that are registered in the name of an intermediary or a nominee may elect to be treated by the corporation as the record shareholder by filing with the corporation a benef…

(1) If the name signed on a vote, ballot, consent, waiver, shareholder demand, or proxy appointment corresponds to the name of a shareholder, the corporation if acting in good faith is entitled to accept the vote, ballot, consent, waiver, shareholder demand, or proxy appointment …

(1) Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the articles of incorporation or this chapter provides otherwise, a majority of the votes entitled to be cas…

(1) If the articles of incorporation or this chapter provides for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in s. 607.0725.(2) If the articles of incorporation or this chapter provides for voting b…

(1) Unless otherwise provided in the articles of incorporation, or in a bylaw that fixes a greater voting requirement for the election of directors and that is adopted by the board of directors or shareholders of a corporation having shares registered pursuant to s. 12 of the Sec…

(1) A corporation that has a class of shares registered pursuant to s. 12 of the Securities Exchange Act of 1934 shall, and any other corporation may, appoint one or more inspectors to act at a meeting of shareholders in connection with determining voting results. Each inspector …

(1) One or more shareholders may create a voting trust, conferring on a trustee the right to vote or otherwise act for him or her or for them, by signing an agreement setting out the provisions of the trust (which may include anything consistent with its purpose) and transferring…

(1) Two or more shareholders may provide for the manner in which they will vote their shares by signing an agreement for that purpose. A voting agreement created under this section is not subject to the provisions of s. 607.0730.(2) A voting agreement created under this section i…

(1) An agreement among the shareholders of a corporation that complies with this section is effective among the shareholders and the corporation, even though it is inconsistent with one or more other provisions of this chapter, if it:(a) Eliminates the board of directors or limit…

(1) A shareholder may not commence a derivative proceeding unless the shareholder is a shareholder at the time the action is commenced and:(a) Was a shareholder when the conduct giving rise to the action occurred; or(b) Whose status as a shareholder devolved on the person through…

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 shareholder from the board of directors; and(2) Either:(a) If such a demand was made, that the demand …

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. 75, ch. 2019-90.

(1) A derivative proceeding may be dismissed, in whole or in part, by the court on 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 the…

(1) A derivative action on behalf of a corporation may not be discontinued or settled without the court’s approval.(2) If the court determines that a proposed discontinuance or settlement will substantially affect the interest of the corporation’s shareholders or a class, series,…

On termination of the derivative proceeding the court may:(1) Order the corporation to pay from the amount recovered in the derivative proceeding by the corporation the plaintiff’s reasonable expenses, including reasonable attorney fees and costs, incurred in the derivative proce…

In any derivative proceeding in the right of a foreign corporation brought in the courts of this state, the matters covered by ss. 607.0741-607.0747 shall be governed by the laws of the jurisdiction of incorporation of the foreign corporation except for ss. 607.0743, 607.0745, an…

(1) A circuit court may appoint one or more persons to be custodians or receivers of and for a corporation in a proceeding by a shareholder where it is established that:(a) The directors are deadlocked in the management of the corporate affairs, the shareholders are unable to bre…

(1) In a proceeding by a shareholder, a provisional director may be appointed in the discretion of the court if it appears that such action by the court will remedy a situation in which the directors are deadlocked in the management of the corporate affairs and the shareholders a…

(1) Subject to subsection (2), a shareholder may maintain a direct action against another shareholder, an officer, a director, or the company, to enforce the shareholder’s rights and otherwise protect the shareholder’s interests, including rights and interests under the articles …

(1) Except as may be provided in an agreement authorized pursuant to s. 607.0732(1), each corporation must have a board of directors.(2) All corporate powers shall be exercised by or under the authority of the board of directors of the corporation, and the business and affairs of…

(1) Directors must be natural persons who are 18 years of age or older but need not be residents of this state or shareholders of the corporation unless the articles of incorporation or bylaws so require. The articles of incorporation or bylaws may prescribe additional qualificat…

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

The articles of incorporation may confer upon holders of any voting group the right to elect one or more directors who shall serve for such term and have such voting powers as are stated in the articles of incorporation. The terms of office and voting powers of the directors elec…

(1) The terms of the initial directors of a corporation expire at the first shareholders’ meeting at which directors are elected.(2) The terms of all other directors expire at the next annual shareholders’ meeting following their election, except to the extent:(a) Provided in s. …

(1) The articles of incorporation, the initial bylaws, or a bylaw adopted by a vote of the shareholders may provide for staggering the terms of directors by dividing the total number of directors into two or three groups, with each group containing half or one-third of the total,…

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

(1) The shareholders may remove one or more directors with or without cause unless the articles of incorporation provide that directors may be removed only for cause.(2) If a director is elected by a voting group of shareholders, only the shareholders of that voting group may par…

(1) The circuit court in the applicable county may remove a director from office, and may order other relief, including barring the director from reelection for a period prescribed by the court, in a proceeding commenced by or in the right of the corporation if the court finds th…

(1) Unless the articles of incorporation provide otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:(a) The shareholders may fill the vacancy;(b) The board of directors may fill the vacancy; or(c) If t…

Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors.History.—s. 77, ch. 89-154; s. 149, ch. 90-179.Note.—Former s. 607.0810.

(1) The board of directors may hold regular or special meetings in or out of this state.(2) A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the board of directors to another time and place. Unless the bylaws otherwise provide, notic…