Research About Meet PRIA

Support Data Sources Privacy Policy Terms of Servicehello@policyrisk.com

© 2026 PRIA Technologies, LLC. All rights reserved.

PRIA provides educational policy intelligence and is not a source of investment, legal, or financial advice. Content is for informational purposes only.

™

Your Policy Risk Impact Agent

Research

At My Address
Federal Courts
Daily Briefings
Medicare & Social Security
Policy Risk Index
Congressional Bills
Federal Register
Tariffs
Fed Decisions & The Economy
State Tracker
World Watch
U.S. Code
U.S. Constitution
Aliens

Knowledge

Search Polipedia
Daily Briefings
Calculators
Policy Risk Index
What is Policy Risk?
The Countdown

Company

About PRIA
Support

Get PRIA

Support Data Sources Privacy Policy Terms of Service

hello@policyrisk.com

© 2026 PRIA Technologies, LLC. All rights reserved.

PRIA is a trademark of PRIA Technologies, LLC.

PRIA provides educational policy intelligence and is not a source of investment, legal, or financial advice. Content is for informational purposes only.

™

Your Policy Risk Impact Agent

Florida Statutes, Title XXXVI

Florida/Statutes

← All Florida coverage

Title XXXVI, Business Organizations

13 chapters · 970 sections in this title.

All chapters in Title XXXVI970 Ch 607, Florida Business Corporation Act263 Ch 620, Partnership Laws192 Ch 605, Florida Revised Limited Liability Co…191 Ch 617, Nonprofit Corporations177 Ch 616, Public Fairs and Expositions42 Ch 618, Agricultural Cooperative Marketing A…29 Ch 610, Cable and Video Services16 Ch 621, Professional Service Corporations an…15 Ch 623, Private School Corporations14 Ch 609, Common-law Declarations of Trust9 Ch 619, Nonprofit Cooperative Associations9 Ch 622, Foreign Unincorporated Associations7 Ch 606, Business Coordination6

970 sections·Filtered byTitle XXXVI✕

Fla. Stat. § 617.0834 Liability of directors and officers
3.3K chars
(1) A director or an officer is not personally liable for monetary damages to the corporation or any person for any statement, vote, decision to take or not to take an action, or any failure to take any action, as a director or an officer, unless:(a) The director or officer breac…
Fla. Stat. § 617.0835 Prohibited activities by private foundations
1.7K chars
(1) As used in this section, section references, unless otherwise indicated, refer to the Internal Revenue Code of 1986, as amended, Title 26 of the United States Code, including corresponding provisions of any subsequent federal tax laws.(2) A corporation, during the period it i…
Fla. Stat. § 617.0840 Required officers
0.8K chars
(1) A corporation shall have the officers described in its articles of incorporation or its bylaws who shall be elected or appointed at such time and for such terms as is provided in the articles of incorporation or the bylaws. In the absence of any such provisions, all officers …
Fla. Stat. § 617.0841 Duties of officers
0.3K chars
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…

Showing 601–650 of 970

Page 13 of 20

← Previous Next →

Fla. Stat. § 617.0842 Resignation and removal of officers

0.7K chars

(1) An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date and the corporation accepts the future eff…

Fla. Stat. § 617.0843 Contract rights of officers

0.3K chars

(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…

Fla. Stat. § 617.0844 Standards of conduct for officers

3.3K chars

(1) An officer, when discharging his or her duties, shall act:(a) In good faith; and(b) In a manner such officer reasonably believes to be in the best interests of the corporation.(2) An officer, when becoming informed in connection with a decisionmaking function or devoting atte…

Fla. Stat. § 617.0901 Reincorporation

2.0K chars

(1) Any corporation which has a charter approved by a circuit judge under former chapter 617, Florida Statutes (1989), or a charter granted by the Legislature of this state, on or prior to September 1, 1959, the effective date of chapter 59-427, Laws of Florida, may reincorporate…

Fla. Stat. § 617.1001 Authority to amend the articles of incorporation

0.7K chars

(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…

Fla. Stat. § 617.1002 Procedure for amending articles of incorporation

3.9K chars

(1) Unless the articles of incorporation provide otherwise, amendments to the articles of incorporation shall be adopted in the following manner:(a) If there are members entitled to vote on a proposed amendment to the articles of incorporation, the proposed amendment shall first …

Fla. Stat. § 617.1006 Contents of articles of amendment

1.4K chars

(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. 617.01201 and must set forth:(a) The name…

Fla. Stat. § 617.1007 Restated articles of incorporation

1.4K chars

(1) A corporation’s board of directors may restate its articles of incorporation at any time with or without a vote of the members.(2) The restatement may include one or more amendments to the articles of incorporation. If the restatement includes an amendment requiring member ap…

Fla. Stat. § 617.1008 Amendment pursuant to reorganization

1.1K chars

(1) A corporation’s articles of incorporation may be amended without action by the board of directors or members to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under any federal or state law if the articles of incorporation, after am…

Fla. Stat. § 617.1009 Effect of amendment

0.4K chars

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 members of the corporation. An amendment changing a corporat…

Fla. Stat. § 617.1101 Plan of merger

4.1K chars

(1) By complying with this chapter, including adopting a plan of merger in accordance with subsection (3) and complying with s. 617.1103:(a) Subject to and except as otherwise provided in s. 617.1102, one or more domestic corporations may merge with one or more domestic or foreig…

Fla. Stat. § 617.1102 Limitation on merger

0.4K chars

A domestic corporation that holds property for a charitable purpose may merge with one or more other eligible entities only if the surviving entity of such merger is a domestic or foreign corporation or other eligible entity that has been organized as a nonprofit entity under a g…

Fla. Stat. § 617.1103 Approval of plan of merger; abandonment of plan thereafter

4.3K chars

(1) In the case of a domestic corporation that is a party to a merger, the plan of merger shall be adopted in the following manner if there are members of the domestic corporation entitled to vote on the merger:(a) The plan of merger shall first be adopted by the board of directo…

Fla. Stat. § 617.1104 Short-form merger between parent and subsidiary or between subsidiaries

1.4K chars

(1)(a) A domestic or foreign parent eligible entity that holds a membership in a domestic corporation that carries at least 80 percent of the voting power of each class of membership of the domestic corporation which has voting power may:1. Merge the subsidiary into itself, or in…

Fla. Stat. § 617.1105 Articles of merger

3.3K chars

(1) After a plan of merger has been adopted and approved as required by this chapter or, if the merger is being effected pursuant to s. 617.1101(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 …

Fla. Stat. § 617.1106 Effect of merger

3.7K chars

(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 merging entity, other than the survivor, ceases;(c) A…

Fla. Stat. § 617.1107 Merger of domestic and foreign corporations

1.1K chars

(1) Following a merger in accordance with s. 617.1101, if the surviving eligible entity is a foreign eligible entity, it must comply with this chapter with respect to foreign corporations if it is to conduct its affairs in this state, and in every case it will be deemed to have f…

Fla. Stat. § 617.1201 Secured transactions and other dispositions of corporate property and assets not requiring member approval

1.3K chars

(1) Unless the articles of incorporation or the bylaws otherwise provide, the board of directors may authorize any of the following transactions without any vote or consent of the members, even though the corporation has members entitled to vote:(a) Any mortgage or pledge of, or …

Fla. Stat. § 617.1202 Sale, lease, exchange, or other disposition of corporate property and assets requiring member approval

2.8K chars

(1) If a corporation has members entitled to vote, the corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property, with or without good will, on the terms and conditions and for the consideration determined by the corporation’s board…

Fla. Stat. § 617.1401 Voluntary dissolution of corporation prior to conducting its affairs

1.3K chars

(1) At any time after the filing of the articles of incorporation, a corporation which has not commenced to conduct its affairs may be voluntarily dissolved in the following manner:(a) If there are no directors of the corporation, by the incorporator or, if there is more than one…

Fla. Stat. § 617.1402 Dissolution of corporation subsequent to conducting its affairs

1.4K chars

A corporation desiring to dissolve and wind up its affairs must adopt a resolution to dissolve in the following manner:(1) If the corporation has members entitled to vote on a resolution to dissolve, and unless the board of directors determines that because of a conflict of inter…

Fla. Stat. § 617.1403 Articles of dissolution

1.2K chars

(1) At any time after dissolution is authorized, the corporation may dissolve by delivering to the department for filing articles of dissolution setting forth:(a) The name of the corporation;(b) If the corporation has members entitled to vote on dissolution, the date of the meeti…

Fla. Stat. § 617.1404 Revocation of dissolution

1.6K chars

(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…

Fla. Stat. § 617.1405 Effect of dissolution

2.7K chars

(1) A corporation that has dissolved continues its corporate existence but may not conduct its affairs except to the extent appropriate to wind up and liquidate its affairs, including:(a) Collecting its assets;(b) Disposing of its properties that will not be distributed in kind p…

Fla. Stat. § 617.1406 Plan of distribution of assets

2.8K chars

A plan providing for the distribution of assets, not inconsistent with this chapter or the articles of incorporation, must be adopted by a corporation in the following manner:(1) If the corporation has members entitled to vote on a plan of distribution of assets, the board of dir…

Fla. Stat. § 617.1407 Unknown claims against dissolved corporation

3.0K chars

(1) A dissolved corporation or successor entity may execute one of the following procedures to resolve payment of unknown claims:(a) A dissolved corporation or successor entity may file notice of its dissolution with the department on the form prescribed by the department and req…

Fla. Stat. § 617.1408 Known claims against dissolved corporation

3.7K chars

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

Fla. Stat. § 617.1409 Court proceedings

1.6K chars

(1) A dissolved corporation that has filed a notice under s. 617.1407(1)(a) or published a notice under s. 617.1407(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…

Fla. Stat. § 617.14091 Limitation on director liability for a dissolved corporation; claims against dissolved corporation; enforcement

0.9K chars

(1) Directors of a dissolved corporation or governing persons of a successor entity that has disposed of claims under s. 617.1407, s. 617.1408, or s. 617.1409 are not personally liable to the claimants of the dissolved corporation.(2) A claim that is not barred by s. 617.1407, s.…

Fla. Stat. § 617.1420 Grounds for administrative dissolution

2.7K chars

(1) The department may commence a proceeding under s. 617.1421 to administratively dissolve a corporation if:(a) The corporation has failed to file its annual report and pay the annual report filing fee by 5 p.m. Eastern Time on the third Friday in September;(b) The corporation i…

Fla. Stat. § 617.1421 Procedure for and effect of administrative dissolution

2.4K chars

(1) If the department determines that one or more grounds exist under s. 617.1420 for administratively dissolving a corporation, it shall serve the corporation with notice of its intent under s. 617.0504(2) to administratively dissolve the corporation. If the corporation has prov…

Fla. Stat. § 617.1422 Reinstatement following administrative dissolution

1.6K chars

(1) A corporation administratively dissolved under s. 617.1421 may apply to the department for reinstatement at any time after the effective date of dissolution. The corporation must submit a reinstatement form prescribed and furnished by the department or a current uniform busin…

Fla. Stat. § 617.1423 Appeal from denial of reinstatement

1.0K chars

(1) If the Department of State denies a corporation’s application for reinstatement following administrative dissolution, it shall serve the corporation under s. 617.0504(2) with a written notice that explains the reason or reasons for denial.(2) After exhaustion of administrativ…

Fla. Stat. § 617.1430 Grounds for judicial dissolution

2.3K chars

A circuit court may dissolve a corporation or order such other remedy as provided in s. 617.1432 or s. 617.1434:(1)(a) In a proceeding by the Department of Legal Affairs if it is established that:1. The corporation obtained its articles of incorporation through fraud; or2. The co…

Fla. Stat. § 617.1431 Procedure for judicial dissolution

1.0K chars

(1) Venue for a proceeding brought under s. 617.1430 lies in the circuit court of the applicable county.(2) It is not necessary to make members or directors parties to a proceeding to dissolve a corporation unless relief is sought against them individually.(3) A court in a procee…

Fla. Stat. § 617.1432 Receivership or custodianship

3.4K chars

(1) A court in a judicial proceeding brought under s. 617.1430 to dissolve a corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the affairs of the corporation, except as otherwise provided herein. The court shall hold a he…

Fla. Stat. § 617.1433 Judgment of dissolution

1.8K chars

(1) If after a hearing in a proceeding under s. 617.1430 the court determines that one or more grounds for judicial dissolution described in s. 617.1430 exist, it may enter a judgment dissolving the corporation and specifying the effective date of the dissolution, and the clerk o…

Fla. Stat. § 617.1434 Alternative remedies to judicial dissolution

0.8K chars

(1) In a proceeding under s. 617.1430, 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 a custodian during the proceeding as provided in s. 617.1432;(b) Appoint…

Fla. Stat. § 617.1435 Provisional director

2.3K chars

(1)(a) In a proceeding under s. 617.1430(2), the court may appoint a provisional director if it appears that such appointment will remedy the grounds alleged by the complaining members or director to support the jurisdiction of the court under s. 617.1430. A provisional director …

Fla. Stat. § 617.1440 Deposit with Department of Financial Services

1.0K chars

Unless otherwise provided in ss. 617.1407-617.1409, assets of a dissolved corporation that should be transferred to a creditor, claimant, member of the corporation, or other person who cannot be found or who is not competent to receive them must be deposited, or reduced to cash a…

Fla. Stat. § 617.1501 Authority of foreign corporation to conduct affairs required

1.8K chars

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

Fla. Stat. § 617.15015 Foreign corporation governing law

0.6K chars

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

Fla. Stat. § 617.1502 Consequences of conducting affairs without authority

2.7K chars

(1) A foreign corporation conducting its affairs in this state without a certificate of authority may not maintain a proceeding in any court in this state until it obtains a certificate of authority.(2) The successor to a foreign corporation that conducted its affairs in this sta…

Fla. Stat. § 617.1503 Application for certificate of authority

1.9K chars

(1) A foreign corporation may apply for a certificate of authority to conduct its affairs in this state by delivering an application to the department for filing. Such application must be made on forms prescribed and furnished by the department and must set forth:(a) The name of …

Fla. Stat. § 617.1504 Amended certificate of authority

2.4K chars

(1) A foreign corporation authorized to conduct its affairs in this state shall make application to the department to obtain an amended certificate of authority if it changes:(a) Its corporate name;(b) The period of its duration;(c) The purpose or purposes which it intends to pur…

Fla. Stat. § 617.1505 Effect of certificate of authority

0.8K chars

(1) Unless the department determines that an application for a certificate of authority does not comply with the filing requirements of this chapter, upon payment of all filing fees, a certificate of authority authorizes the foreign corporation to which it is issued to conduct it…