Title XXXVI, Business Organizations

(1) Unless this chapter, the articles of incorporation, or the bylaws provide otherwise, the board of directors may establish an executive committee and one or more other board committees to perform functions of the board of directors. Such committees shall be composed exclusivel…

A corporation may agree to submit a matter to a vote of its shareholders even if, after approving the matter, the board of directors determines it no longer recommends the matter.History.—s. 98, ch. 2019-90.

(1) Each member of the board of directors, when discharging the duties of a director, including in discharging his or her duties as a member of a board committee, must act:(a) In good faith; and(b) In a manner he or she reasonably believes to be in the best interests of the corpo…

(1) A director is not personally liable for monetary damages to the corporation or any other person for any statement, vote, decision to take or not to take action, or any failure to take any action, as a director, unless:(a) The director breached or failed to perform his or her …

(1) As used in this section, the following terms and definitions apply:(a) “Director’s conflict of interest transaction” means a transaction between a corporation and one or more of its directors, or another entity in which one or more of the corporation’s directors is directly o…

Any corporation may lend money to, guarantee any obligation of, or otherwise assist any officer, director, or employee of the corporation or of a subsidiary, whenever, in the judgment of the board of directors, such loan, guaranty, or assistance may reasonably be expected to bene…

(1) A director who votes for or assents to a distribution made in violation of s. 607.06401, s. 607.1410(1), or the articles of incorporation is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating…

(1) A corporation shall have the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws.(2) The board of directors may appoint one or more individuals to act as the officers of the corporation. A duly appointed officer may appoint on…

Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties prescribed by the board of directors or by direction of any officer authorized by the bylaws or the board of directors to prescribe the dut…

(1) An officer, when performing in such capacity, shall act:(a) In good faith; and(b) In a manner the officer reasonably believes to be in the best interests of the corporation.(2) An officer, when becoming informed in connection with a decisionmaking function, shall discharge hi…

(1) An officer may resign at any time by delivering a written notice to the corporation. A resignation is effective as provided in s. 607.0141(5) unless the notice provides for a delayed effectiveness, including effectiveness determined upon a future event or events. If effective…

(1) The appointment of an officer does not itself create contract rights.(2) An officer’s removal does not affect the officer’s contract rights, if any, with the corporation. An officer’s resignation does not affect the corporation’s contract rights, if any, with the officer.Hist…

In ss. 607.0850-607.0859, the term:(1) “Agent” includes a volunteer.(2) “Corporation” includes, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a merger, so that any person who is or was a director or …

(1) Except as otherwise provided in this section and in s. 607.0859, and not in limitation of indemnification allowed under s. 607.0858(1), a corporation may indemnify an individual who is a party to a proceeding because the individual is or was a director or officer against liab…

A corporation must indemnify an individual who is or was a director or officer who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the individual was a party because he or she is or was a director or officer of the corporation against …

(1) A corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse expenses incurred in connection with the proceeding by an individual who is a party to the proceeding because that individual is or was a director or an officer if the director …

(1) Unless the corporation’s articles of incorporation provide otherwise, notwithstanding the failure of a corporation to provide indemnification, and despite any contrary determination of the board of directors or of the shareholders in the specific case, a director or officer o…

(1) Unless ordered by a court under s. 607.0854(1)(c), a corporation may not indemnify a director or officer under s. 607.0851 unless authorized for a specific proceeding after a determination has been made that indemnification is permissible because the director or officer has m…

A corporation shall have the power to purchase and maintain insurance on behalf of and for the benefit of an individual who is or was a director or officer of the corporation, or who, while a director or officer of the corporation, is or was serving at the corporation’s request a…

(1) The indemnification provided pursuant to ss. 607.0851 and 607.0852 and the advancement of expenses provided pursuant to s. 607.0853 are not exclusive, and a corporation may, by a provision in its articles of incorporation, bylaws, or any agreement, or by vote of shareholders …

(1) Unless ordered by a court under s. 607.0854(1)(c), a corporation may not indemnify a director or officer under s. 607.0851 or s. 607.0858 or advance expenses to a director or officer under s. 607.0853 or s. 607.0858 if a judgment or other final adjudication establishes that h…

(1) For purposes of this section:(a) “Affiliate” means a person who directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, a specified person.(b) “Affiliated transaction,” when used in reference to the corporatio…

(1) “CONTROL SHARES.”—As used in this section, “control shares” means shares that, except for this section, would have voting power with respect to shares of an issuing public corporation that, when added to all other shares of the issuing public corporation owned by a person or …

(1) A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles of incorporation or to delete a provision not required to be contained in the articles of incorporation. Whether a provision is require…

Unless the articles of incorporation provide otherwise, a corporation’s board of directors may adopt one or more amendments to the corporation’s articles of incorporation without shareholder approval:(1) To extend the duration of the corporation if it was incorporated at a time w…

(1) A corporation may effect a division or combination of its shares in the manner as provided in this section. For purposes of this section, the terms “division” and “combination” mean dividing or combining shares of any issued and outstanding class or series into a greater or l…

If a corporation has issued shares, an amendment to the articles of incorporation shall be adopted in the following manner:(1) The proposed amendment shall first be adopted by the board of directors.(2)(a) Except as provided in s. 607.1002, s. 607.10025, s. 607.1008, or, with res…

(1) If the corporation has more than one class of shares outstanding, the holders of the outstanding shares of a class are entitled to vote as a separate voting group (if shareholder voting is otherwise required by this chapter) upon a proposed amendment to the articles of incorp…

If a corporation has not yet issued shares, its board of directors, or a majority of its incorporators if it has no board of directors, may adopt one or more amendments to the corporation’s articles of incorporation.History.—s. 101, ch. 89-154; s. 123, ch. 2019-90.

(1) After an amendment to the articles of incorporation has been adopted and approved as required by this chapter, the corporation shall deliver to the department for filing articles of amendment which must be signed in accordance with s. 607.0120 and which must set forth:(a) The…

(1) A corporation’s board of directors may restate its articles of incorporation at any time without shareholder approval, subject to subsection (2).(2) If the restated articles include one or more new amendments that require shareholder approval, the amendments must be adopted a…

(1) A corporation’s articles of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under the authority of a law of the United States or of this state.(…

(1) An amendment to articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, or the existing rights of persons other than shareholders of the corporation. An amendment changing a…

(1) A corporation’s board of directors may amend or repeal the corporation’s bylaws unless:(a) The articles of incorporation or this chapter reserves that power exclusively to the shareholders in whole or in part; or(b) Except as provided in s. 607.0206(5), the shareholders, in a…

(1) If authorized by the articles of incorporation, the shareholders may adopt or amend a bylaw that fixes a greater quorum or voting requirement for shareholders (or voting groups of shareholders) than is required by this chapter. The adoption or amendment of a bylaw that adds, …

(1) A bylaw that increases a quorum or voting requirement for the board of directors may be amended or repealed:(a) If originally adopted by the shareholders, only by the shareholders, unless the bylaw otherwise provides; or(b) If originally adopted by the board of directors, eit…

(1) Unless the articles of incorporation specifically prohibit the adoption of a bylaw pursuant to this section, alter the vote specified in s. 607.0728(1), or provide for cumulative voting, a corporation may elect in its bylaws to be governed in the election of directors as foll…

(1) By complying with this chapter, including adopting a plan of merger in accordance with subsection (3) and complying with s. 607.1103:(a) One or more domestic corporations may merge with one or more domestic or foreign eligible entities pursuant to a plan of merger, resulting …

(1) By complying with this chapter, including adopting a plan of share exchange in accordance with subsection (3) and complying with s. 607.1103:(a) A domestic corporation may acquire all of the shares or one or more classes or series of shares or rights to acquire shares of one …

In the case of a domestic corporation that is a party to a merger or is the acquired eligible entity in a share exchange, the plan of merger or the plan of share exchange must be adopted in the following manner:(1) The plan of merger or the plan of share exchange shall first be a…

(1) Unless the articles of incorporation otherwise provide, shareholder approval of a plan of merger or a plan of share exchange under s. 607.1103(1)(b) is not required if:(a) The plan of merger or share exchange expressly:1. Permits or requires the merger or share exchange to be…

(1)(a) A domestic or foreign parent eligible entity that owns shares of a domestic corporation which carry at least 80 percent of the voting power of each class and series of the outstanding shares of the subsidiary may:1. Merge the subsidiary into itself, if it is a domestic or …

(1) This section applies only to a corporation that has shares registered pursuant to s. 12 of the Securities Exchange Act of 1934 or held of record by not fewer than 2,000 shareholders.(2) As used in this section, the term:(a) “Constituent corporation” means a corporation that i…

(1) After a plan of merger has been adopted and approved as required by this chapter or, if the merger is being effected under s. 607.1101(1)(b), the merger has been approved as required by the organic law governing the parties to the merger, the articles of merger must be signed…

(1) When a merger becomes effective:(a) The domestic or foreign eligible entity that is designated in the plan of merger as the survivor continues or comes into existence, as the case may be;(b) The separate existence of every domestic or foreign eligible entity that is a party t…

(1) After a plan of merger or a plan of share exchange has been adopted and approved as required by this chapter, and before the articles of merger or the articles of share exchange have become effective, the plan may be abandoned by a domestic corporation that is a party to the …