Title XXXVI, Business Organizations

(1) When a domestication becomes effective:(a) All real property and other property owned by the domesticating corporation, including any interests therein and all title thereto, and every contract right possessed by the domesticating corporation, are the property and contract ri…

(1) By complying with this chapter, including adopting a plan of conversion in accordance with s. 607.11931 and complying with s. 607.11932, a domestic corporation may become:(a) A domestic eligible entity, other than a domestic corporation;(b) If the conversion is permitted by t…

(1) A domestic corporation may convert to a domestic or foreign eligible entity under this chapter by approving a plan of conversion. The plan of conversion must include:(a) The name of the domestic converting corporation;(b) The name, jurisdiction of formation, and type of entit…

In the case of a conversion of a domestic corporation to a domestic or foreign eligible entity other than a domestic corporation, the plan of conversion must be adopted in the following manner:(1) The plan of conversion must first be adopted by the board of directors of such dome…

(1) After a plan of conversion of a domestic corporation has been adopted and approved as required by this chapter, or a domestic or foreign eligible entity, other than a domestic corporation, that is the converting eligible entity has approved a conversion as required by its org…

(1) A plan of conversion of a converting eligible entity that is a domestic corporation may be amended:(a) In the same manner as the plan of conversion was approved, if the plan does not provide for the manner in which it may be amended; or(b) In the manner provided in the plan o…

(1) When a conversion becomes effective:(a) All real property and other property owned by, including any interest therein and all title thereto, and every contract right possessed by, the converting eligible entity remain the property and contract rights of the converted eligible…

Unless the articles of incorporation otherwise provide, no approval by shareholders is required to:(1) Sell, lease, exchange, or otherwise dispose of any or all of the corporation’s assets in the usual and regular course of business;(2) Mortgage, pledge, dedicate to the repayment…

(1) A corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property (with or without good will), otherwise than in the usual and regular course of business, on the terms and conditions and for the consideration determined by the corpora…

The following definitions apply to ss. 607.1301-607.1340:(1) “Accrued interest” means interest at the rate agreed to by the corporation and the shareholder asserting appraisal rights, or at the rate determined by the court to be equitable, which rate may not be greater than the r…

(1) A shareholder of a domestic corporation is entitled to appraisal rights, and to obtain payment of the fair value of that shareholder’s shares, in the event of any of the following corporate actions:(a) Consummation of a domestication or a conversion of such corporation pursua…

(1) A record shareholder may assert appraisal rights as to fewer than all the shares registered in the record shareholder’s name but owned by a beneficial shareholder or a voting trust beneficial owner only if:(a) The record shareholder objects with respect to all shares of the c…

(1) If a proposed corporate action described in s. 607.1302(1) is to be submitted to a vote at a shareholders’ meeting, the meeting notice (or, where no approval of such action is required pursuant to s. 607.11035, the offer made pursuant to s. 607.11035) must state that the corp…

(1) If a proposed corporate action requiring appraisal rights under s. 607.1302 is submitted to a vote at a shareholders’ meeting, a shareholder who wishes to assert appraisal rights with respect to any class or series of shares:(a) Must have beneficially owned the shares of such…

(1) If a proposed corporate action requiring appraisal rights under s. 607.1302(1) becomes effective, the corporation must deliver a written appraisal notice and form required by paragraph (2)(a) to all shareholders who satisfied the requirements of s. 607.1321(1), (2), or (3). I…

(1) A shareholder who receives notice pursuant to s. 607.1322 and who wishes to exercise appraisal rights must sign and return the form received pursuant to s. 607.1322(1) and, in the case of certificated shares, deposit the shareholder’s certificates in accordance with the terms…

(1) If the shareholder states on the form provided in s. 607.1322(1) that the shareholder accepts the offer of the corporation to pay the corporation’s estimated fair value for the shares, the corporation shall make such payment to the shareholder within 90 days after the corpora…

(1) A shareholder who is dissatisfied with the corporation’s offer as set forth pursuant to s. 607.1322(2)(b)4. must notify the corporation on the form provided pursuant to s. 607.1322(1) of that shareholder’s estimate of the fair value of the shares and demand payment of that es…

(1) If a shareholder makes demand for payment under s. 607.1326 which remains unsettled, the corporation shall commence a proceeding within 60 days after receiving the payment demand and petition the court to determine the fair value of the shares and accrued interest, if and to …

(1) The court in an appraisal proceeding shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the costs against the corporation, except that the court may assess costs against …

Shares acquired by a corporation pursuant to payment of the agreed value thereof or pursuant to payment of the judgment entered therefor, as provided in this chapter, may be held and disposed of by such corporation as authorized but unissued shares of the corporation, except that…

(1) No payment shall be made to a shareholder seeking appraisal rights if, at the time of payment, the corporation is unable to meet the distribution standards of s. 607.06401. In such event, the shareholder shall, at the shareholder’s option:(a) Withdraw his, her, or its notice …

(1) A shareholder entitled to appraisal rights under this chapter may not challenge a completed corporate action for which appraisal rights are available unless such corporate action was either:(a) Not authorized and approved in accordance with the applicable provisions of this c…

If a corporation has not yet issued shares, its board of directors, or a majority of incorporators if it has no board of directors, may dissolve the corporation by delivering to the department for filing articles of dissolution that must set forth:(1) The name of the corporation;…

(1) A corporation’s board of directors may propose dissolution for submission to the shareholders by first adopting a resolution authorizing the dissolution.(2)(a) For a proposal to dissolve to be adopted, it must be approved by the shareholders pursuant to subsection (5).(b) In …

(1) At any time after dissolution is authorized, the corporation may dissolve by delivering to the department for filing articles of dissolution which must be signed in accordance with s. 607.0120 and which must set forth:(a) The name of the corporation;(b) The date dissolution w…

(1) A corporation may revoke its dissolution at any time prior to the expiration of 120 days following the effective date of the articles of dissolution.(2) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization…

(1) A corporation that has dissolved continues its corporate existence, but the dissolved corporation may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including:(a) Collecting its assets;(b) Disposing of its properties that …

(1) A dissolved corporation may dispose of the known claims against it by giving written notice that satisfies the requirements of subsection (2) to its known claimants at any time after the effective date of the dissolution, but no later than the date that is 270 days before the…

(1) A dissolved corporation may choose to execute one of the following procedures to resolve any claims other than known claims:(a) A dissolved corporation may file notice of its dissolution with the department on the form prescribed by the department and request that persons wit…

A claim that is not barred by s. 607.1406(4), by s. 607.1407(2), or by another statute limiting actions may be enforced:(1) Against the dissolved corporation, to the extent of its undistributed assets; or(2) Except as provided in s. 607.1409(4), if the assets have been distribute…

(1) A dissolved corporation that has filed a notice under s. 607.1407(1)(a) or published a notice under s. 607.1407(1)(b) may file an application with the circuit court in the applicable county for a determination of the amount and form of security to be provided for payment of c…

(1) Directors shall cause the dissolved corporation to discharge or make reasonable provision for the payment of claims and make distributions in liquidation of assets to shareholders after payment or provision for claims.(2) Directors of a dissolved corporation that has disposed…

(1) The department may dissolve a corporation administratively if the corporation does not:(a) Deliver its annual report to the department by 5 p.m. Eastern Time on the third Friday in September of each year;(b) Pay a fee or penalty due to the department under this chapter;(c) Ap…

(1) A corporation that is administratively dissolved under s. 607.1420 or that was dissolved under former s. 607.1421 before January 1, 2020, may apply to the department for reinstatement at any time after the effective date of dissolution. The corporation must submit all fees an…

(1) If the department denies a corporation’s application for reinstatement after administrative dissolution, the department must serve the corporation under s. 607.0504(1) with a written notice that explains the reason or reasons for denial.(2) Within 30 days after service of a n…

(1) A circuit court may dissolve a corporation or order such other remedy as provided in s. 607.1434:(a) In a proceeding by the Department of Legal Affairs to dissolve a corporation if it is established that:1. The corporation obtained its articles of incorporation through fraud;…

(1) Venue for a proceeding brought under s. 607.1430 lies in the circuit court in the applicable county.(2) It is not necessary to make shareholders parties to a proceeding to dissolve a corporation unless relief is sought against them individually.(3) A court in a proceeding bro…

(1) A court in a judicial proceeding brought under s. 607.1430 may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the business and affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceedi…

(1) If after a hearing in a proceeding under s. 607.1430 the court determines that one or more grounds for judicial dissolution described in s. 607.1430 exist, it may enter a judgment dissolving the corporation and specifying the effective date of the dissolution, and the clerk o…

(1) In a proceeding under s. 607.1430, the court may, as an alternative to directing the dissolution of the corporation and upon a showing of sufficient merit to warrant such remedy:(a) Appoint a receiver or custodian during the proceeding as provided in s. 607.1432;(b) Appoint a…

(1) In a proceeding under s. 607.1430, a provisional director may be appointed in the discretion of the court if it appears that such action by the court will remedy the grounds alleged by the complaining shareholder to support the jurisdiction of the court under s. 607.1430. A p…

(1) In a proceeding under s. 607.1430(1)(b), the corporation may elect or, if it fails to elect, one or more shareholders may elect to purchase all shares owned by the petitioning shareholder at the fair value of the shares. An election pursuant to this section shall be irrevocab…

Assets of a dissolved corporation that should be transferred to a creditor, claimant, or shareholder of the corporation who cannot be found or who is not competent to receive them shall be reduced to cash and deposited with the Department of Financial Services for safekeeping. Wh…

(1) A foreign corporation may not transact business in this state until it obtains a certificate of authority from the department.(2) The following activities, among others, do not constitute transacting business within the meaning of subsection (1):(a) Maintaining, defending, me…

(1) The law of the state or other jurisdiction under which a foreign corporation exists governs:(a) The organization and internal affairs of the foreign corporation; and(b) The interest holder liability of its shareholders.(2) A foreign corporation may not be denied a certificate…