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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. § 617.1506 Corporate name of foreign corporation
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(1) A foreign corporation whose name is unavailable under or whose name does not otherwise comply with s. 617.0401 must use an alternate name that complies with s. 617.0401 to transact business in this state. An alternate name adopted for use in this state must be cross-reference…
Fla. Stat. § 617.1507 Registered office and registered agent of foreign corporation
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(1) Each foreign corporation authorized to conduct its affairs in this state must continuously maintain in this state:(a) A registered office that may be the same as any of the places it conducts its affairs; and(b) A registered agent, who may be:1. An individual who resides in t…
Fla. Stat. § 617.1508 Change of registered office and registered agent of foreign corporation
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(1) A foreign corporation authorized to conduct its affairs in this state may change its registered office or registered agent by delivering to the department for filing a statement of change that sets forth:(a) Its name;(b) The street address of its current registered office;(c)…
Fla. Stat. § 617.1509 Resignation of registered agent of foreign corporation
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(1) The registered agent of a foreign corporation may resign as agent by signing and delivering to the department for filing a statement of resignation and mailing a copy of such statement to the corporation at the corporation’s principal office address shown in its most recent a…

Fla. Stat. § 617.15091 Delivery of notice or other communication

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(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. 617…

Fla. Stat. § 617.1510 Serving process, giving notice, or making a demand on a foreign corporation

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(1) Process against a foreign corporation may be served in accordance with s. 48.081 and chapter 48 or chapter 49.(2) Any notice to or demand on a foreign corporation made pursuant to this chapter may be made in accordance with the procedures for notice to or demand on domestic c…

Fla. Stat. § 617.1520 Withdrawal and cancellation of certificate of authority for foreign corporation

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(1) To cancel its certificate of authority to conduct affairs 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 effectiv…

Fla. Stat. § 617.1521 Withdrawal of certificate of authority deemed on conversion to domestic filing entity

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A foreign corporation authorized to conduct affairs 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 t…

Fla. Stat. § 617.1522 Withdrawal on dissolution, merger, or conversion to certain non-filing entities

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

Fla. Stat. § 617.1523 Action against foreign corporation by Department of Legal Affairs

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The Department of Legal Affairs may maintain an action to enjoin a foreign corporation from conducting affairs in this state in violation of this chapter.History.—s. 97, ch. 2026-168.

Fla. Stat. § 617.1530 Revocation of certificate of authority to transact business

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(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)…

Fla. Stat. § 617.15315 Reinstatement following revocation

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(1) A foreign corporation whose certificate of authority has been revoked pursuant to s. 617.1530 or former s. 617.1531 may apply to the department for reinstatement at any time after the effective date of revocation of authority. The foreign corporation applying for reinstatemen…

Fla. Stat. § 617.1532 Judicial review of denial of reinstatement

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(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 pursuant to s. 617.1510 with a written notice that explains the reasons for the denial.(2) Withi…

Fla. Stat. § 617.1601 Corporate records

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(1) A corporation shall maintain the following records:(a) Its articles of incorporation, as currently in effect.(b) Its bylaws, as currently in effect.(c) If the corporation has members, the minutes of all members’ meetings and records of all action taken by members without a me…

Fla. Stat. § 617.1602 Inspection of records by members

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(1) A member of a corporation is entitled to inspect and copy, during regular business hours at the corporation’s principal office or at a reasonable location specified by the corporation, any of the records of the corporation described in s. 617.1601(1), excluding minutes of mee…

Fla. Stat. § 617.1603 Scope of inspection right

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(1) A member’s agent or attorney has the same inspection and copying rights as the member.(2) The corporation may, if deemed reasonable, satisfy the right of a member to copy records under s. 617.1602 by furnishing to the member copies by such means as are chosen by the corporati…

Fla. Stat. § 617.1604 Court-ordered inspection

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(1) If a corporation does not, within a reasonable time, allow a member who complies with s. 617.1602 to inspect and copy any record, and the member complies with any prerequisites to inspection and copying imposed by this section, the member may apply to the circuit court in the…

Fla. Stat. § 617.1605 Financial reports for members

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(1) A corporation, upon a member’s written demand, shall furnish that member its latest annual financial statements, which may be consolidated or combined statements of the corporation and one or more of its subsidiaries or affiliates, as appropriate, and which include a balance …

Fla. Stat. § 617.16051 Inspection rights of directors

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(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…

Fla. Stat. § 617.1606 Access to records

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Sections 617.1601-617.16051 do not apply to a corporation that is an association, as defined in s. 720.301, or a corporation regulated under chapter 718 or chapter 719.History.—s. 4, ch. 2010-174; s. 146, ch. 2026-168.

Fla. Stat. § 617.1622 Annual report for department

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(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…

Fla. Stat. § 617.1623 Corporate information available to the public; application to corporations incorporated by circuit courts and by special act of the Legislature

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(1)(a) Each corporation incorporated in this state shall maintain a registered agent and registered office in accordance with s. 617.0501, and current information regarding the corporations incorporated in this state must be readily available to the public. At a minimum, such inf…

Fla. Stat. § 617.1701 Application to existing domestic corporation

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This chapter applies to all domestic corporations in existence on July 1, 1991, that were incorporated under any general statute of this state providing for incorporation of nonprofit corporations if power to amend or repeal the statute under which the corporation was incorporate…

Fla. Stat. § 617.1702 Application to qualified foreign corporations

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A foreign corporation authorized to conduct its affairs in this state on July 1, 1991, is subject to this chapter but is not required to obtain a new certificate of authority to conduct its affairs under this chapter.History.—s. 110, ch. 90-179; s. 149, ch. 2026-168.

Fla. Stat. § 617.1703 Application of chapter

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(1)(a) This chapter is applicable to a corporation that is an association as defined in and regulated by any of chapter 718 regarding condominiums, chapter 719 regarding cooperatives, chapter 720 regarding homeowners’ associations, chapter 721 regarding timeshares, or chapter 723…

Fla. Stat. § 617.1711 Application to foreign and interstate commerce

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This chapter applies to commerce with foreign nations and among the several states only insofar as such commerce may be permitted under the Constitution and laws of the United States.History.—s. 111, ch. 90-179; s. 151, ch. 2026-168.

Fla. Stat. § 617.180301 Domestication

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(1) By complying with this section and ss. 617.18031-617.18034, as applicable, a foreign corporation may become a domestic corporation if the domestication is permitted by the organic law of the foreign corporation.(2) By complying with this section and ss. 617.18031-617.18034, a…

Fla. Stat. § 617.18031 Action on a plan of domestication

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In the case of a domestication of a domestic corporation into a foreign jurisdiction, the plan of domestication must be adopted in the following manner:(1) Except as otherwise provided in the articles of incorporation or bylaws, the plan of domestication must first be adopted by …

Fla. Stat. § 617.18032 Articles of domestication; effectiveness

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(1) Articles of domestication must be signed by the domesticating corporation after:(a) A plan of domestication of a domestic corporation has been adopted and approved as required by this chapter; or(b) A foreign corporation that is the domesticating corporation has approved a do…

Fla. Stat. § 617.18033 Amendment of a plan of domestication; abandonment

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(1) Except as otherwise provided in the plan of domestication and before the articles of domestication have taken effect, a plan of domestication of a domestic corporation adopted under s. 617.180301(3) may be amended:(a) In the same manner as the plan of domestication was approv…

Fla. Stat. § 617.18034 Effect of domestication

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(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 and other right possessed by the domesticating corporation, are the property…

Fla. Stat. § 617.1804 Conversion

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(1) By complying with this chapter, including being eligible under s. 617.18041, adopting a plan of conversion in accordance with s. 617.18042, and complying with s. 617.18043, a domestic corporation may become:(a) A domestic eligible entity, other than a domestic corporation; or…

Fla. Stat. § 617.18041 Limitation on conversion

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A domestic corporation that holds property for a charitable purpose is prohibited from becoming a domestic eligible entity or a foreign eligible entity, except by domestication to become a foreign corporation.History.—s. 114, ch. 2026-168.

Fla. Stat. § 617.18042 Plan of conversion

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(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 all of the following:(a) The name of the domestic converting corporation.(b) The name, governing jurisdiction,…

Fla. Stat. § 617.18043 Action on a plan of conversion

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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) Except as provided in the articles of incorporation or bylaws, the plan of conversi…

Fla. Stat. § 617.18044 Articles of conversion; effectiveness

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(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…

Fla. Stat. § 617.18045 Amendment to a plan of conversion; abandonment

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(1) Except as otherwise provided in the plan of conversion and before the articles of conversion have taken effect, 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…

Fla. Stat. § 617.18046 Effect of conversion

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

Fla. Stat. § 617.1808 Application of chapter to corporation converted to nonprofit corporation

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This chapter relating to corporations, except insofar as they are inconsistent with ss. 617.1804-617.18046, applies to any for profit corporation whose character has been changed under ss. 617.1804-617.18046 and shall henceforth govern such corporation.History.—s. 126, ch. 90-179…

Fla. Stat. § 617.1809 Limited agricultural association; conversion to a domestic corporation

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(1) As used in this section, the term “limited agricultural association” or “association” means a limited agricultural association formed under ss. 604.09-604.14.(2) A limited agricultural association may convert to a domestic corporation by filing the following documents with th…

Fla. Stat. § 617.1904 Estoppel

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A body of persons acting as a corporation may not be permitted to set up the lack of legal organization as a defense to an action against them as a corporation, nor may any person sued on a contract made with the corporation or sued for an injury to its property or a wrong done t…

Fla. Stat. § 617.1907 Effect of repeal or amendment of prior acts

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(1) Except as provided in subsection (2), the repeal or amendment of a statute by this chapter does not affect:(a) The operation of the statute or any action taken under it before its repeal or amendment;(b) Any ratification, right, remedy, privilege, obligation, or liability acq…

Fla. Stat. § 617.1908 Applicability of Florida Business Corporation Act

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Except as made applicable by specific reference in any other section of this chapter, part I of chapter 607, the Florida Business Corporation Act, does not apply to any nonprofit corporations.History.—s. 115, ch. 90-179; s. 76, ch. 93-281; s. 2, ch. 94-165; s. 49, ch. 2014-209; s…

Fla. Stat. § 617.2001 Corporations which may be incorporated hereunder; incorporation of certain medical services corporations

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(1) Corporations may be organized and incorporated under this chapter for any one or more lawful purposes not for pecuniary profit. However, nonprofit corporations which may be incorporated under any other law of this state governing particular types of corporations may not be in…

Fla. Stat. § 617.2002 Nonprofit corporation organized pursuant to s. 2, ch. 87-296; requirements

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A nonprofit corporation organized pursuant to s. 2, chapter 87-296, Laws of Florida, must meet the following requirements:(1) At least 25 percent of its physicians must have a full-time contract for the provision of medical services with the corporation, be currently certified as…

Fla. Stat. § 617.2003 Proceedings to revoke articles of incorporation or charter or prevent its use

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If any member or citizen complains to the Department of Legal Affairs that any corporation organized under this chapter was organized or is being used as a cover to evade any of the laws against crime, or for purposes inconsistent with those stated in its articles of incorporatio…

Fla. Stat. § 617.2004 Extinct churches and religious societies; property

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Property, both real and personal, belonging to or held in trust for any church or any religious society belonging to any religious denomination in this state that has or shall become extinct, shall vest in and become the property of that denomination of which such church or relig…

Fla. Stat. § 617.2005 Extinct churches and religious societies; dissolution

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Any church or religious society in this state which has ceased or failed to maintain religious worship or service, or to use its property for religious worship or services according to the tenets, usages, and customs of a church of the denomination of which it is a member in this…

Fla. Stat. § 617.2006 Incorporation of labor unions or bodies

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(1) Any group or combination of groups of workers or wage earners, bearing the name labor, organized labor, federation of labor, brotherhood of labor, union labor, union labor committee, trade union, trades union, union labor council, building trades council, building trades unio…

Fla. Stat. § 617.2007 Sponge packing and marketing corporations

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Persons engaged in the business of buying, selling, packing, and marketing commercial sponges may incorporate under this chapter to aid in facilitating the orderly cooperative buying, selling, packing, and marketing of commercial sponges. Such association is not a combination in …