617.01011 – Short Title.

617.01011 Short title.—This act may be cited as the “Florida Not For Profit Corporation Act.” History.—s. 1, ch. 90-179.

617.0102 – Reservation of Power to Amend or Repeal.

617.0102 Reservation of power to amend or repeal.—The Legislature has the power to amend or repeal all or part of this act at any time, and all domestic and foreign corporations subject to this act shall be governed by the amendment or repeal. History.—s. 2, ch. 90-179.

617.01201 – Filing Requirements.

617.01201 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 of State. (2) This act must require or permit filing the document in the office of the Department of State. (3) The document must contain the […]

617.0121 – Forms.

617.0121 Forms.— (1) The Department of State 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 conduct its affairs in the state, (c) A foreign corporation’s application for certificate of withdrawal, and (d) The annual report, for which the department may prescribe the use of […]

617.0122 – Fees for Filing Documents and Issuing Certificates.

617.0122 Fees for filing documents and issuing certificates.—The Department of State shall collect the following fees on documents 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 if not included on […]

617.0123 – Effective Date of Document.

617.0123 Effective date of document.— (1) Except as provided in subsection (2) and in s. 617.0124(3), a document accepted for filing is effective at the time of filing on the date it is filed, as evidenced by the Department of State’s date and time endorsement on the original document. (2) A document may specify a delayed effective date, […]

617.0124 – Correcting Filed Document.

617.0124 Correcting filed document.— (1) A domestic or foreign corporation may correct a document filed by the department within 30 days after filing if: (a) The document contains an incorrect statement; (b) The document contains false, misleading, or fraudulent information; (c) The document was defectively executed, attested, sealed, verified, or acknowledged; or (d) The electronic transmission of the document was defective. […]

617.0125 – Filing Duties of Department of State.

617.0125 Filing duties of Department of State.— (1) If a document delivered to the department for filing satisfies the requirements of s. 617.01201, the department shall file it. (2) The department files a document by stamping or otherwise endorsing “filed,” together with the Secretary of State’s official title and the date and time of receipt. After filing a […]

617.0126 – Appeal From Department of State’s Refusal to File Document.

617.0126 Appeal from Department of State’s refusal to file document.—If the Department of State refuses to file a document delivered to its office for filing, within 30 days after return of the document by the department by mail, as evidenced by the postmark, the domestic or foreign corporation may: (1) Appeal the refusal pursuant to s. 120.68; […]

617.0127 – Evidentiary Effect of Copy of Filed Document.

617.0127 Evidentiary effect of copy of filed document.—A certificate attached to a copy of a document filed by the Department of State, bearing the signature of the Secretary of State (which may be in facsimile) and the seal of this state, is conclusive evidence that the original document is on file with the department. History.—s. 10, […]

617.0128 – Certificate of Status.

617.0128 Certificate of status.— (1) Anyone may apply to the Department of State to furnish a certificate of status for a domestic corporation or a certificate of authorization for a foreign corporation. (2) A certificate of status or authorization sets forth: (a) The domestic corporation’s corporate name or the foreign corporation’s corporate name used in this state; (b)1. That the […]

617.01301 – Powers of Department of State.

617.01301 Powers of Department of State.— (1) The Department of State may propound to any corporation subject to the provisions of this act, and to any officer or director thereof, such interrogatories as may be reasonably necessary and proper to enable it to ascertain whether the corporation has complied with all applicable filing provisions of this act. […]

617.01401 – Definitions.

617.01401 Definitions.—As used in this chapter, the term: (1) “Articles of incorporation” includes original, amended, and restated articles of incorporation, articles of consolidation, and articles of merger, and all amendments thereto, including documents designated by the laws of this state as charters, and, in the case of a foreign corporation, documents equivalent to articles of incorporation in […]

617.0141 – Notice.

617.0141 Notice.— (1) Notice under this act must be in writing, unless oral notice is: (a) Expressly authorized by the articles of incorporation or the bylaws; and (b) Reasonable under the circumstances. (2) Notice may be communicated in person; by telephone (where oral notice is permitted), telegraph, teletype, or other form of electronic transmission; or by mail. (3) Written notice by […]

617.02011 – Incorporators.

617.02011 Incorporators.—One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the Department of State for filing. History.—s. 16, ch. 90-179.

617.0202 – Articles of Incorporation; Content.

617.0202 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. 617.0401. (b) The street address of the initial principal office and, if different, the mailing address of the corporation; (c) The purpose or purposes for which the corporation is organized; (d) A statement of the […]

617.0203 – Incorporation.

617.0203 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 of State’s filing of the articles of incorporation, and the […]

617.0204 – Liability for Preincorporation Transactions.

617.0204 Liability for preincorporation transactions.—All persons purporting to act as or on behalf of a corporation, having actual knowledge that there was no incorporation under this act, are jointly and severally liable for all liabilities created while so acting except for any liability to any person who also had actual knowledge that there was no incorporation. […]

617.0205 – Organizational Meeting of Directors.

617.0205 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; […]

617.0206 – Bylaws.

617.0206 Bylaws.—The initial bylaws of a corporation shall be adopted by its board of directors. The power to alter, amend, or repeal the bylaws or adopt new bylaws shall be vested in the board of directors unless otherwise provided in the articles of incorporation or the bylaws. The bylaws may contain any provision for the regulation […]