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The Florida Statutes

The 2009 Florida Statutes

Title XXXVI
BUSINESS ORGANIZATIONS
Chapter 607
CORPORATIONS
View Entire Chapter
Chapter 607, Florida Statutes 2009

CHAPTER 607

CORPORATIONS

607.0101  Short title.

607.0102  Reservation of power to amend or repeal.

607.0120  Filing requirements.

607.0121  Forms.

607.0122  Fees for filing documents and issuing certificates.

607.0123  Effective time and date of document.

607.0124  Correcting filed document.

607.0125  Filing duties of Department of State.

607.0126  Appeal from Department of State's refusal to file document.

607.0127  Evidentiary effect of copy of filed document.

607.0128  Certificate of status.

607.0130  Powers of Department of State.

607.01401  Definitions.

607.0141  Notice.

607.0201  Incorporators.

607.0202  Articles of incorporation; content.

607.0203  Incorporation.

607.0204  Liability for preincorporation transactions.

607.0205  Organizational meeting of directors.

607.0206  Bylaws.

607.0207  Emergency bylaws.

607.0301  Purposes and application.

607.0302  General powers.

607.0303  Emergency powers.

607.0304  Ultra vires.

607.0401  Corporate name.

607.0403  Registered name; application; renewal; revocation.

607.0501  Registered office and registered agent.

607.0502  Change of registered office or registered agent; resignation of registered agent.

607.0504  Service of process, notice, or demand on a corporation.

607.0505  Registered agent; duties.

607.0601  Authorized shares.

607.0602  Terms of class or series determined by board of directors.

607.0603  Issued and outstanding shares.

607.0604  Fractional shares.

607.0620  Subscriptions for shares.

607.0621  Issuance of shares.

607.0622  Liability for shares issued before payment.

607.0623  Share dividends.

607.0624  Share options.

607.0625  Form and content of certificates.

607.0626  Shares without certificates.

607.0627  Restriction on transfer of shares and other securities.

607.0628  Expenses of issue.

607.0630  Shareholders' preemptive rights.

607.0631  Corporation's acquisition of its own shares.

607.06401  Distributions to shareholders.

607.0701  Annual meeting.

607.0702  Special meeting.

607.0703  Court-ordered meeting.

607.0704  Action by shareholders without a meeting.

607.0705  Notice of meeting.

607.0706  Waiver of notice.

607.0707  Record date.

607.0720  Shareholders' list for meeting.

607.0721  Voting entitlement of shares.

607.0722  Proxies.

607.0723  Shares held by nominees.

607.0724  Corporation's acceptance of votes.

607.0725  Quorum and voting requirements for voting groups.

607.0726  Action by single and multiple voting groups.

607.0728  Voting for directors; cumulative voting.

607.0730  Voting trusts.

607.0731  Shareholders' agreements.

607.0732  Shareholder agreements.

607.07401  Shareholders' derivative actions.

607.0801  Requirement for and duties of board of directors.

607.0802  Qualifications of directors.

607.0803  Number of directors.

607.0804  Election of directors by certain voting groups.

607.0805  Terms of directors generally.

607.0806  Staggered terms for directors.

607.0807  Resignation of directors.

607.0808  Removal of directors by shareholders.

607.0809  Vacancy on board.

607.08101  Compensation of directors.

607.0820  Meetings.

607.0821  Action by directors without a meeting.

607.0822  Notice of meetings.

607.0823  Waiver of notice.

607.0824  Quorum and voting.

607.0825  Committees.

607.0830  General standards for directors.

607.0831  Liability of directors.

607.0832  Director conflicts of interest.

607.0833  Loans to officers, directors, and employees; guaranty of obligations.

607.0834  Liability for unlawful distributions.

607.08401  Required officers.

607.0841  Duties of officers.

607.0842  Resignation and removal of officers.

607.0843  Contract rights of officers.

607.0850  Indemnification of officers, directors, employees, and agents.

607.0901  Affiliated transactions.

607.0902  Control-share acquisitions.

607.1001  Authority to amend the articles of incorporation.

607.1002  Amendment by board of directors.

607.10025  Shares; combination or division.

607.1003  Amendment by board of directors and shareholders.

607.1004  Voting on amendments by voting groups.

607.1005  Amendment before issuance of shares.

607.1006  Articles of amendment.

607.1007  Restated articles of incorporation.

607.1008  Amendment pursuant to reorganization.

607.1009  Effect of amendment.

607.1020  Amendment of bylaws by board of directors or shareholders.

607.1021  Bylaw increasing quorum or voting requirements for shareholders.

607.1022  Bylaw increasing quorum or voting requirements for directors.

607.1101  Merger.

607.1102  Share exchange.

607.1103  Action on plan.

607.1104  Merger of subsidiary corporation.

607.11045  Holding company formation by merger by certain corporations.

607.1105  Articles of merger or share exchange.

607.1106  Effect of merger or share exchange.

607.1107  Merger or share exchange with foreign corporations.

607.1108  Merger of domestic corporation and other business entity.

607.1109  Articles of merger.

607.11101  Effect of merger of domestic corporation and other business entity.

607.1112  Conversion of domestic corporation into another business entity.

607.1113  Certificate of conversion.

607.1114  Effect of conversion of domestic corporation into another business entity.

607.1115  Conversion of another business entity to a domestic corporation.

607.1201  Sale of assets in regular course of business and mortgage of assets.

607.1202  Sale of assets other than in regular course of business.

607.1301  Appraisal rights; definitions.

607.1302  Right of shareholders to appraisal.

607.1303  Assertion of rights by nominees and beneficial owners.

607.1320  Notice of appraisal rights.

607.1321  Notice of intent to demand payment.

607.1322  Appraisal notice and form.

607.1323  Perfection of rights; right to withdraw.

607.1324  Shareholder's acceptance of corporation's offer.

607.1326  Procedure if shareholder is dissatisfied with offer.

607.1330  Court action.

607.1331  Court costs and counsel fees.

607.1332  Disposition of acquired shares.

607.1333  Limitation on corporate payment.

607.1401  Dissolution by incorporators or directors.

607.1402  Dissolution by board of directors and shareholders; dissolution by written consent of shareholders.

607.1403  Articles of dissolution.

607.1404  Revocation of dissolution.

607.1405  Effect of dissolution.

607.1406  Known claims against dissolved corporation.

607.1407  Unknown claims against dissolved corporation.

607.1420  Grounds for administrative dissolution.

607.1421  Procedure for and effect of administrative dissolution.

607.1422  Reinstatement following administrative dissolution.

607.1423  Appeal from denial of reinstatement.

607.1430  Grounds for judicial dissolution.

607.1431  Procedure for judicial dissolution.

607.1432  Receivership or custodianship.

607.1433  Judgment of dissolution.

607.1434  Alternative remedies to judicial dissolution.

607.1435  Provisional director.

607.1436  Election to purchase instead of dissolution.

607.14401  Deposit with Department of Financial Services.

607.1501  Authority of foreign corporation to transact business required.

607.1502  Consequences of transacting business without authority.

607.1503  Application for certificate of authority.

607.1504  Amended certificate of authority.

607.1505  Effect of certificate of authority.

607.1506  Corporate name of foreign corporation.

607.1507  Registered office and registered agent of foreign corporation.

607.1508  Change of registered office and registered agent of foreign corporation.

607.1509  Resignation of registered agent of foreign corporation.

607.15101  Service of process, notice, or demand on a foreign corporation.

607.1520  Withdrawal of foreign corporation.

607.1530  Grounds for revocation of authority to transact business.

607.1531  Procedure for and effect of revocation.

607.15315  Revocation; application for reinstatement.

607.1532  Appeal from revocation.

607.1601  Corporate records.

607.1602  Inspection of records by shareholders.

607.1603  Scope of inspection right.

607.1604  Court-ordered inspection.

607.1605  Inspection of records by directors.

607.1620  Financial statements for shareholders.

607.1621  Other reports to shareholders.

607.1622  Annual report for Department of State.

607.1701  Application to existing domestic corporation.

607.1702  Application to qualified foreign corporations.

607.1711  Application to foreign and interstate commerce.

607.1801  Domestication of foreign corporations.

607.1805  Procedures for conversion to professional service corporation.

607.1904  Estoppel.

607.1907  Effect of repeal of prior acts.

607.193  Supplemental corporate fee.