607.0101 Short title; applicability.— (1) This chapter may be cited as the “Florida Business Corporation Act.” (2) Part I of this chapter contains provisions of general applicability to corporations. (3) Part II of this chapter applies to social purpose corporations. (4) Part III of this chapter applies to benefit corporations. History.—s. 1, ch. 89-154; s. 3, ch. 2014-209; s. 1, […]
607.0102 Reservation of power to amend or repeal.—The Legislature has power to amend or repeal all or part of this chapter at any time, and all domestic and foreign corporations subject to this chapter shall be governed by the amendment or repeal. History.—s. 2, ch. 89-154; s. 2, ch. 2019-90.
607.0120 Filing requirements.— (1) A document must satisfy the requirements of this section and of any other section that adds to or varies these requirements to be entitled to filing by the department. (2) This chapter must require or permit filing the document in the office of the department. (3) The document must contain the information required by this […]
607.0121 Forms.— (1) The department may prescribe and furnish on request forms for: (a) An application for certificate of status, (b) A foreign corporation’s application for certificate of authority to transact business in the state, (c) A foreign corporation’s notice of withdrawal of certificate of authority, and (d) The annual report, for which the department may prescribe the use of the […]
607.0122 Fees for filing documents and issuing certificates.—The department shall collect the following fees when the documents described in this section are delivered to the department for filing: (1) Articles of incorporation: $35. (2) Application for registered name: $87.50. (3) Application for renewal of registered name: $87.50. (4) Corporation’s statement of change of registered agent or registered office or both […]
607.0123 Effective time and date of document.—Except as otherwise provided in s. 607.0124(5), and subject to s. 607.0124(4), any document delivered to the department for filing under this chapter may specify an effective time and a delayed effective date. In the case of initial articles of incorporation, a prior effective date may be specified in the […]
607.0124 Correcting filed document; withdrawal of filed record before effectiveness.— (1) A domestic or foreign corporation may correct a document filed by the department if: (a) The document contains an inaccuracy; (b) The document contains false, misleading, or fraudulent information; (c) The document was defectively signed, attested, sealed, verified, or acknowledged; or (d) The electronic transmission of the document to the […]
607.0125 Filing duties of the department.— (1) If a document delivered to the department for filing satisfies the requirements of s. 607.0120, the department shall file it. (2) The department files a document by stamping or otherwise endorsing the document as filed, together with the department’s official title and the date and time of receipt. After filing a […]
607.0126 Appeal from department’s refusal to file document.—If the department refuses to file a document delivered to its office for filing, the person who submitted the document for filing may petition the Circuit Court of Leon County to compel filing of the document. The document and the explanation from the department of the refusal to file […]
607.0127 Certificates to be received in evidence; evidentiary effect of certified copy of filed document.—All certificates issued by the department pursuant to this chapter must be taken and received in all courts, public offices, and official bodies as prima facie evidence of the facts stated. A certificate the department delivered with a copy of a document […]
607.0128 Certificate of status.— (1) The department, upon request and payment of the requisite fee, shall issue a certificate of status for a corporation if the records filed in the department show that the department has accepted and filed the corporation’s articles of incorporation. A certificate of status must state the following: (a) The corporation’s name. (b) That the […]
607.0130 Powers of department.—The department has the authority reasonably necessary to enable it to administer this chapter efficiently, to perform the duties imposed upon it, and to adopt reasonable rules necessary to carry out its duties and functions under this chapter. History.—s. 13, ch. 89-154; s. 4, ch. 91-214; s. 3, ch. 97-102; s. 5, ch. […]
607.01401 Definitions.—As used in this chapter, unless the context otherwise requires, the term: (1) “Acquired eligible entity” means the domestic or foreign eligible entity that will have all of one or more classes or series of its shares or eligible interests acquired in a share exchange. (2) “Acquiring eligible entity” means the domestic or foreign eligible entity that […]
607.0141 Notice.— (1)(a) Notice under this chapter must be in writing, unless oral notice is: 1. Expressly authorized by the articles of incorporation or the bylaws; and 2. Reasonable under the circumstances. (b) Unless otherwise agreed upon between the sender and the recipient, words in a notice or other communication under this chapter must be in English. (c) Notice by electronic […]
607.0143 Qualified director.— (1) A “qualified director” is a director who, at the time action is to be taken under: (a) Section 607.0744, does not have a material interest in the outcome of the proceeding or a material relationship with a person who has such an interest; (b) Section 607.0832, is not a director as to whom the transaction […]
607.0201 Incorporators.—One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the department for filing. History.—s. 16, ch. 89-154; s. 16, ch. 2019-90.
607.0202 Articles of incorporation; content.— (1) The articles of incorporation must set forth: (a) A corporate name for the corporation that satisfies the requirements of s. 607.0401; (b) The street address of the initial principal office and, if different, the mailing address of the corporation; (c) The number of shares the corporation is authorized to issue; (d) The street address of […]
607.0203 Incorporation.— (1) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed or on a date specified in the articles of incorporation, if such date is within 5 business days prior to the date of filing. (2) The department’s filing of the articles of incorporation is conclusive proof that […]
607.0204 Liability for preincorporation transactions.—All persons purporting to act as or on behalf of a corporation, knowing that there was no incorporation under this chapter, are jointly and severally liable for all liabilities created while so acting. History.—s. 19, ch. 89-154; s. 19, ch. 2019-90.
607.0205 Organizational meeting of directors.— (1) After incorporation: (a) If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting; […]
