Title XXXVI, Business Organizations

(1) A foreign corporation whose name is unavailable under or whose name does not otherwise comply with s. 607.0401 shall use an alternate name that complies with s. 607.0401 to transact business in this state. An alternate name adopted for use in this state shall be cross-referen…

(1) Each foreign corporation authorized to transact business in this state 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 …

(1) In order to change its registered agent or registered office address, a foreign corporation authorized to transact business in this state may deliver to the department for filing a statement of change containing the following:(a) The name of the foreign corporation.(b) The na…

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

(1) If a registered agent changes his, her, or its name or address, the agent may deliver to the department for filing a statement of change containing the following:(a) The name of the foreign corporation represented by the registered agent.(b) The name of the registered agent a…

(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 foreign 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 foreign corporation under this chapter may be given or made to the chair of the board, the president, any vic…

(1) To cancel its certificate of authority to transact business in this state, a foreign corporation must deliver to the department for filing a notice of withdrawal of certificate of authority. The certificate of authority is canceled when the notice of withdrawal becomes effect…

A foreign corporation authorized to transact business in this state that converts to a domestic corporation or another domestic eligible entity that is organized, incorporated, registered, or otherwise formed through the delivery of a record to the department for filing is deemed…

(1) A foreign corporation that is authorized to transact business in this state that has dissolved and completed winding up, has merged into a foreign eligible entity that is not authorized to transact business in this state, or has converted to a domestic or foreign eligible ent…

The Department of Legal Affairs may maintain an action to enjoin a foreign corporation from transacting business in this state in violation of this chapter.History.—s. 213, ch. 2019-90.

(1) A certificate of authority of a foreign corporation to transact business in this state may be revoked by the department if:(a) The foreign corporation does not deliver its annual report to the department by 5 p.m. Eastern Time on the third Friday in September of each year;(b)…

(1) A foreign corporation the certificate of authority of which has been revoked pursuant to s. 607.1530 or former s. 607.1531 may apply to the department for reinstatement at any time after the effective date of revocation of authority. The foreign corporation applying for reins…

(1) If the department denies a foreign corporation’s application for reinstatement after revocation of its certificate of authority, the department shall serve the foreign corporation under s. 607.15101 with a written notice that explains the reason or reasons for the denial.(2) …

(1) A corporation shall maintain the following records:(a) Its articles of incorporation, as currently in effect;(b) Any notices to shareholders referred to in s. 607.0120(11)(d) specifying facts on which a filed document is dependent, if such facts are not included in the articl…

(1) A shareholder of a corporation is entitled to inspect and copy, during regular business hours at the corporation’s principal office, any of the records of the corporation described in s. 607.1601(1), excluding minutes of meetings of, and records of actions taken without a mee…

(1) A shareholder may appoint an agent or attorney to exercise the shareholder’s inspection and copying rights under s. 607.1602.(2) The corporation may, if reasonable, satisfy the right of a shareholder to copy records under s. 607.1602 by furnishing to the shareholder copies ma…

(1) If a corporation does not allow a shareholder who complies with s. 607.1602(1) to inspect and copy any records required by that subsection to be available for inspection, the circuit court in the applicable county may summarily order inspection and copying of the records dema…

(1) A director of a corporation is entitled to inspect and copy the books, records, and documents of the corporation at any reasonable time to the extent reasonably related to the performance of the director’s duties as a director, including duties as a member of a board committe…

(1) Upon the written request of any shareholder, a corporation shall deliver or make available to the requesting shareholder the corporation’s annual financial statements for the most recent fiscal year of the corporation. If annual financial statements have been prepared for the…

(1) Each domestic corporation and each foreign corporation authorized to transact business in this state shall deliver to the department for filing an annual report that states the following:(a) The name of the corporation or, if a foreign corporation, the name under which the fo…

This chapter applies to all domestic corporations in existence on January 1, 2020, that were incorporated under any general statute of this state providing for incorporation of corporations for profit if power to amend or repeal the statute under which the corporation was incorpo…

A foreign corporation authorized to transact business in this state on January 1, 2020, is subject to this chapter, is deemed to be authorized to transact business in this state, and is not required to obtain a new certificate of authority to transact business under this chapter.…

(1) The department may direct to any domestic corporation or foreign corporation subject to this chapter, and to any officer or director of any domestic corporation or foreign corporation subject to this chapter, interrogatories reasonably necessary and proper to enable the depar…

The provisions of this chapter apply to commerce with foreign nations and among the several states only insofar as the same may be permitted under the Constitution and laws of the United States.History.—s. 159, ch. 89-154; s. 228, ch. 2019-90.

A corporation that is organized for profit under the laws of this state and that is engaged solely in carrying out the professional services provided by a corporation organized under chapter 621 may change its corporate nature to that of a professional service corporation if it c…

No body of persons acting as a corporation shall be permitted to set up the lack of legal organization as a defense to an action against them as a corporation, nor shall any person sued on a contract made with the corporation or sued for an injury to its property or a wrong done …

(1) Except as to procedural provisions, chapter 2019-90, Laws of Florida, does not affect a pending action or proceeding or a right accrued before January 1, 2020, and a pending civil action or proceeding may be completed, and a right accrued may be enforced, as if chapter 2019-9…

If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this chapter which can be given effect without the invalid provision or application, and to this end the provision…

(1) In addition to any other taxes imposed by law, an annual supplemental corporate fee of $88.75 is imposed on each business entity that is authorized to transact business in this state and is required to file an annual report with the Department of State under s. 605.0212, s. 6…

(1) This part applies to a social purpose corporation and does not affect a corporation that is not a social purpose corporation.(2) Except as otherwise provided in this part, this chapter applies generally to all social purpose corporations.(3) A social purpose corporation may b…

As used in this part, unless the context otherwise requires, the term:(1) “Benefit director” means:(a) The director designated as the benefit director of a social purpose corporation under s. 607.508; or(b) A person with one or more of the powers, duties, or rights of a benefit d…

To incorporate as a social purpose corporation, an incorporator must satisfy the requirements of this chapter, and the articles of incorporation must state that the corporation is a social purpose corporation under this part.History.—s. 9, ch. 2014-209.

(1) An existing corporation may become a social purpose corporation under this part by amending its articles of incorporation to include a statement that the corporation is a social purpose corporation under this part. The amendment must be adopted by the minimum status vote.(2) …

(1) A social purpose corporation may terminate its status as such and cease to be subject to this part by amending its articles of incorporation to delete the provision required under s. 607.503 or s. 607.504. The amendment must be adopted by the minimum status vote.(2) A plan of…

(1) A social purpose corporation has the purpose of creating a public benefit. This purpose is in addition to its purpose under s. 607.0301.(2) The articles of incorporation of a social purpose corporation may identify one or more specific public benefits as its purpose in additi…

(1) In discharging their duties and in considering the best interests of the social purpose corporation, the directors:(a) Shall consider the effects of any action or inaction upon:1. The shareholders of the social purpose corporation; and2. The ability of the social purpose corp…

(1) If the articles of incorporation so provide, the board of directors of a social purpose corporation may include a director who is designated as the benefit director and, in addition to the powers, duties, rights, and immunities of the other directors of the social purpose cor…

(1) If an officer of a social purpose corporation reasonably believes that a matter may have a material effect on the ability of the corporation to create a public benefit or a specific public benefit identified in the articles of incorporation and the officer has discretion to a…

(1) A social purpose corporation may designate an officer as the benefit officer.(2) The benefit officer has the powers and duties set forth in the bylaws or determined by the board of directors, which may include, but are not limited to:(a) Powers and duties relating to the publ…

(1)(a) Except in a benefit enforcement proceeding, a person may not bring an action or assert a claim against a social purpose corporation or its directors or officers with respect to:1. A failure to pursue or create a public benefit or a specific public benefit set forth in its …

(1) Unless it is prepared by a benefit director or benefit officer, the board of directors shall prepare an annual benefit report. The annual benefit report must include all of the following:(a) A narrative description of:1. The ways in which the social purpose corporation pursue…

(1) Each social purpose corporation shall send its annual benefit report to each shareholder:(a) Within 120 days after the end of the fiscal year of the social purpose corporation; or(b) At the same time that the social purpose corporation delivers any other annual report to its …

(1) This part applies to a benefit corporation and does not affect a corporation that is not a benefit corporation.(2) Except as provided in this part, this chapter applies generally to all benefit corporations.(3) A benefit corporation may be simultaneously subject to this part …

As used in this part, unless the context otherwise requires, the term:(1) “Benefit corporation” means a corporation that is formed, or has elected to become, subject to this part, the status of which as a benefit corporation has not been terminated.(2) “Benefit director” means:(a…

To incorporate as a benefit corporation, an incorporator must satisfy the requirements of this chapter, and the articles of incorporation must state that the corporation is a benefit corporation under this part.History.—s. 23, ch. 2014-209.