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 the jurisdiction of incorporation.
(2) “Applicable county” means the county in this state in which a corporation’s principal office is located or was located when an action is or was commenced. If the corporation has, or at the time of such action had, no principal office in this state, the applicable county is the county in which the corporation has, or at the time of such action had, an office in this state. If the corporation does not have an office in this state, the applicable county is the county in which the corporation’s registered office is or was last located.
(3) “Authorized entity” means any of the following:(a) A corporation for profit.
(b) A limited liability company.
(c) A limited liability partnership.
(d) A limited partnership, including a limited liability limited partnership.
(4) “Board of directors” means the group of persons vested with the management of the affairs of the corporation irrespective of the name by which such group is designated, including, but not limited to, managers or trustees.
(5) “Bylaws” means the code or codes of rules adopted for the regulation or management of the affairs of the corporation irrespective of the name or names by which such rules are designated.
(6) “Charitable asset” means property that is given, received, or held for a charitable purpose.
(7) “Charitable purpose” means a purpose that:(a) Would make a corporation organized and operated exclusively for that purpose eligible to be exempt from taxation under s. 501(c)(3) of the Internal Revenue Code of 1986, as amended, or
(b) Is considered charitable under the law of this state other than as set forth in the Internal Revenue Code of 1986, as amended.
(8) “Corporation” or “domestic corporation” means a nonprofit corporation, subject to the provisions of this chapter, except a foreign corporation.
(9) “Department” means the Florida Department of State.
(10) “Electronic transmission” means any form of communication, not directly involving the physical transmission or transfer of paper, which creates a record that may be retained, retrieved, and reviewed by a recipient and which may be directly reproduced in a comprehensible and legible paper form by such recipient through an automated process. Examples of electronic transmission include, but are not limited to, electronic mail, telegrams, facsimile, and transmissions through the Internet.
(11)(a) “Eligible entity” means a domestic or foreign:1. Corporation or corporation for profit;
2. General partnership, including a limited liability partnership;
3. Limited partnership, including a limited liability limited partnership;
4. Limited liability company; or
5. Other unincorporated entity.
(b) The term does not include:1. An individual;
2. An association or relationship that is not a partnership solely by reason of s. 620.8202(2) or a similar provision of the law of another jurisdiction; 3. A decedent’s estate; or
4. A government or a governmental subdivision, agency or instrumentality.
(12) “Eligible interest” means:(a) A share;
(b) A membership; or
(c) Either or both of the following rights under the organic rules governing the entity:1. The right to receive distributions from the entity either in the ordinary course of business or upon liquidation.
2. The right to receive notice or vote on issues involving its internal affairs, other than as an agent, assignee, proxy, or person responsible for managing its business, activities, or affairs.
(13) “Entity” includes corporations and foreign corporations; unincorporated associations; business trusts, estates, limited liability companies, partnerships, trusts, and two or more persons having a joint or common economic interest; any state, the United States, or any foreign government.
(14) “Foreign corporation” means a nonprofit corporation organized under laws other than the laws of this state.
(15) “Insolvent” means the inability of a corporation to pay its debts as they become due in the usual course of its affairs.
(16) “Interest holder” means any of the following persons:(a) A shareholder of a corporation for profit.
(b) A member of a nonprofit corporation.
(c) A general partner of a general partnership.
(d) A general partner of a limited partnership.
(e) A limited partner of a limited partnership.
(f) A member of a limited liability company.
(g) A shareholder or beneficial owner of a real estate investment trust.
(h) A beneficiary or beneficial owner of a statutory trust, business trust, or common law business trust.
(i) Another direct holder of an interest.
(17) “Interest holder liability” means:(a) Personal liability for a liability of an entity which arises, except as otherwise provided in the organic rules of the entity, when the entity incurs the liability and which is imposed on a person:1. Solely by reason of the status of the person as an interest holder; or
2. By the organic rules of the entity which make one or more specified interest holders or categories of interest holders liable in their capacity as interest holders for all or specified liabilities of the entity; or
(b) An obligation of an interest holder under the organic rules of an entity to contribute to the entity.
(18) “Mail” means the United States mail, facsimile transmissions, and private mail carriers handling nationwide mail services.
(19) “Member” means one having membership rights in a corporation in accordance with its articles of incorporation or bylaws or this chapter.
(20) “Nonprofit corporation” means a corporation no part of the income or profit of which is distributable to its members, directors, or officers, except as otherwise provided under this chapter.
(21) “Organic rules” means the public organic record and private organic rules of an entity.
(22) “Person” includes an individual and entity.
(23) “Private organic rules” means the rules, regardless of whether in a record, which govern the internal affairs of an entity, are binding on all its interest holders, and are not part of its public organic record, if any. If the private organic rules are amended or restated, the term means the private organic rules as last amended or restated. The term includes any of the following:(a) The bylaws of a corporation for profit.
(b) The bylaws of a nonprofit corporation.
(c) The partnership agreement of a general partnership.
(d) The partnership agreement of a limited partnership.
(e) The operating agreement, limited liability company agreement, or similar agreement of a limited liability company.
(f) The bylaws, trust instrument, or similar rules of a real estate investment trust.
(g) The trust instrument of a statutory trust or similar rules of a business trust or common law business trust.
(24) “Protected agreement” means any of the following:(a) A document evidencing indebtedness of a domestic corporation or eligible entity and any related agreement in effect immediately before July 1, 2026.
(b) An agreement that is binding on a domestic corporation or eligible entity immediately before July 1, 2026.
(c) The articles of incorporation or bylaws of a domestic corporation or the organic rules of a domestic eligible entity, in each case in effect immediately before July 1, 2026.
(d) An agreement that is binding on any of the interest holders, directors, or other governors of a domestic corporation or eligible entity, in their capacities as such, immediately before July 1, 2026.
(25) “Public organic record” means a record, the filing of which by a governmental body is required to form an entity, and an amendment to or restatement of such record. When a public organic record has been amended or restated, the term means the public organic record as last amended or restated. The term includes any of the following:(a) The articles of incorporation of a corporation for profit.
(b) The articles of incorporation of a nonprofit corporation.
(c) The certificate of limited partnership of a limited partnership.
(d) The articles of organization, certificate of organization, or certificate of formation of a limited liability company.
(e) The articles of incorporation of a general cooperative association or a limited cooperative association.
(f) The certificate of trust of a statutory trust or similar record of a business trust.
(g) The articles of incorporation of a real estate investment trust.
(26) “Successor entity” means any entity to which the remaining assets of the corporation are transferred, subject to its liabilities, for purposes of liquidation.
(27) “Voting power” means the total number of votes entitled to be cast for the election of directors at the time the determination of voting power is made, excluding a vote that is contingent upon the happening of a condition or event that has not yet occurred. If the corporation’s directors are not elected by the members, voting power must, unless otherwise provided in the articles of incorporation or bylaws, be on a one-member, one-vote basis. If the members of a class are entitled to vote as a class to elect directors, the determination of the voting power of the class is based on the percentage of the number of directors the class is entitled to elect relative to the total number of authorized directors.
