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The Florida Statutes

The 2020 Florida Statutes

Title XXXVI
BUSINESS ORGANIZATIONS
Chapter 607
FLORIDA BUSINESS CORPORATION ACT
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F.S. 607.0141
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 transmission is written notice.
(2) A notice or other communication may be given by any method of delivery, including voice mail where oral notice is allowed, except that electronic transmissions must be in accordance with this section.
(3)(a) Written notice by a domestic or foreign corporation authorized to transact business in this state to its shareholder, if in a comprehensible form, is effective:
1. Upon deposit into the United States mail, if mailed postpaid and correctly addressed to the shareholder’s address shown in the corporation’s current record of shareholders; or
2. When electronically transmitted to the shareholder in a manner authorized by the shareholder.
(b) Unless otherwise provided in the articles of incorporation or bylaws, and without limiting the manner by which notice otherwise may be given effectively to shareholders, any notice to shareholders given by the corporation under any provision of this chapter, the articles of incorporation, or the bylaws shall be effective if given by a single written notice to shareholders who share an address if consented to by the shareholders at that address to whom such notice is given. Any such consent shall be revocable by a shareholder by written notice to the corporation, and if a written notice of revocation is delivered to the corporation, the corporation must begin providing individual notices, reports, and other statements to the revoking shareholder no later than 30 days after delivery of the written notice of revocation.
(c) Any shareholder who fails to object in writing to the corporation, within 60 days after having been given written notice by the corporation of its intention to send the single notice permitted under paragraph (b), shall be deemed to have consented to receiving such single written notice.
(4) Written notice to a domestic corporation or to a foreign corporation authorized to transact business in this state may be addressed:
(a) To its registered agent at the domestic corporation’s or foreign corporation’s registered office; or
(b) To the domestic corporation or foreign corporation or to the domestic corporation’s or foreign corporation’s secretary at the domestic corporation’s or foreign corporation’s principal office or electronic mail address as authorized and shown in its most recent annual report or, in the case of a domestic corporation or foreign corporation that has not yet delivered an annual report, in a domestic corporation’s articles of incorporation or in a foreign corporation’s application for certificate of authority.
(5)(a) Except as provided in subsection (3) or elsewhere in this chapter, written notice, if in a comprehensible form, is effective at the earliest date of the following:
1. When received;
2. Five days after its deposit in the United States mail, if mailed postpaid and correctly addressed;
3. On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; or
4. When it enters an information processing system that the recipient has designated or uses for the purposes of receiving electronic transmissions or information of the type sent, and from which the recipient is able to retrieve the electronic transmission, and it is in a form capable of being processed by that system.
(b) Except as provided elsewhere in this chapter, oral notice is effective when communicated directly to the person to be notified in a comprehensible manner.
(6) Except with respect to notice to directors by the corporation, notice or other communications may be delivered by electronic transmission if consented to by the recipient or if authorized by subsection (7). Notice or other communication to directors by the corporation may be delivered by electronic transmission if consented to by the recipient director; however, if the articles or bylaws require or authorize electronic transmission of notice or other communication to a director by the corporation, then no consent by the director recipient is required for the corporation to deliver notice or other communications to the director by electronic transmission.
(7) A notice or other communication may be in the form of an electronic transmission that cannot be directly reproduced in paper form by the recipient through an automated process used in conventional commercial practice only if:
(a) The electronic transmission is otherwise retrievable in perceivable form; and
(b) The sender and the recipient have consented in writing to the use of such form of electronic transmission.
(8) Any consent under subsection (7) may be revoked by the person who consented by written or electronic notice to the person to whom the consent was delivered. Any such consent shall be deemed revoked if:
(a) The corporation is unable to deliver two consecutive electronic transmissions given by the corporation in accordance with such consent; and
(b) Such inability becomes known to the secretary or assistant secretary of the corporation or to the transfer agent, or other person responsible for the giving of notice or other communications; provided, however, that the inadvertent failure to treat such inability as a revocation does not invalidate any meeting or other action.
(9) Receipt of an electronic acknowledgment from an information processing system described in subparagraph (5)(a)4. establishes that an electronic transmission was received, but, by itself, does not establish that the content sent corresponds to the content received.
(10) An electronic transmission is received under this section even if no person is aware of its receipt.
(11) If this chapter prescribes requirements for notices or other communications in particular circumstances, those requirements govern. If articles of incorporation or bylaws prescribe requirements for notices or other communications not less stringent than the requirements of this section or other provisions of this chapter, those requirements govern. The articles of incorporation or bylaws may authorize or require delivery of notices of meetings of directors by electronic transmission.
(12) In the event that any provisions of this chapter are deemed to modify, limit, or supersede the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. s. 7001 et seq., the provisions of this chapter shall control to the maximum extent permitted by s. 102(a)(2) of that federal act.
History.s. 15, ch. 89-154; s. 19, ch. 99-218; s. 5, ch. 2003-283; s. 14, ch. 2019-90; s. 136, ch. 2020-2; s. 6, ch. 2020-32.