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The Florida Statutes

The 2006 Florida Statutes

Chapter 617
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Chapter 617, Florida Statutes 2006



617.01011  Short title.

617.0102  Reservation of power to amend or repeal.

617.01201  Filing requirements.

617.0121  Forms.

617.0122  Fees for filing documents and issuing certificates.

617.0123  Effective date of document.

617.0124  Correcting filed document.

617.0125  Filing duties of Department of State.

617.0126  Appeal from Department of State's refusal to file document.

617.0127  Evidentiary effect of copy of filed document.

617.0128  Certificate of status.

617.01301  Powers of Department of State.

617.01401  Definitions.

617.0141  Notice.

617.02011  Incorporators.

617.0202  Articles of incorporation; content.

617.0203  Incorporation.

617.0204  Liability for preincorporation transactions.

617.0205  Organizational meeting of directors.

617.0206  Bylaws.

617.0207  Emergency bylaws.

617.0301  Purposes and application.

617.0302  Corporate powers.

617.0303  Emergency powers.

617.0304  Ultra vires.

617.0401  Corporate name.

617.0403  Registered name; application; renewal; revocation.

617.0501  Registered office and registered agent.

617.0502  Change of registered office or registered agent; resignation of registered agent.

617.0503  Registered agent; duties; confidentiality of investigation records.

617.0504  Service of process, notice, or demand on a corporation.

617.0505  Payment of dividends and distribution of income to members prohibited; issuance of certificates of membership; effect of stock issued under prior law.

617.0601  Members, generally.

617.0604  Liability of members.

617.0701  Meetings of members, generally; failure to hold annual meeting; special meeting; consent to corporate actions without meetings; waiver of notice of meetings.

617.0721  Voting by members.

617.0725  Quorum.

617.0801  Requirement for and duties of board of directors.

617.0802  Qualifications of directors.

617.0803  Number of directors.

617.0806  Staggered terms for directors.

617.0807  Resignation of directors.

617.0808  Removal of directors.

617.0809  Vacancy on board.

617.08101  Compensation of directors.

617.0820  Meetings.

617.0821  Action by directors without a meeting.

617.0822  Notice of meetings.

617.0823  Waiver of notice.

617.0824  Quorum and voting.

617.0825  Committees.

617.0830  General standards for directors.

617.0831  Indemnification and liability of officers, directors, employees, and agents.

617.0832  Director conflicts of interest.

617.0833  Loans to directors or officers.

617.0834  Officers and directors of certain corporations and associations not for profit; immunity from civil liability.

617.0835  Prohibited activities by private foundations.

617.0840  Required officers.

617.0841  Duties of officers.

617.0842  Resignation and removal of officers.

617.0843  Contract rights of officers.

617.0901  Reincorporation.

617.1001  Authority to amend the articles of incorporation.

617.1002  Procedure for amending articles of incorporation.

617.1006  Contents of articles of amendment.

617.1007  Restated articles of incorporation.

617.1008  Amendment pursuant to reorganization.

617.1009  Effect of amendment.

617.1101  Plan of merger.

617.1103  Approval of plan of merger; abandonment of plan thereafter.

617.1105  Articles of merger.

617.1106  Effect of merger.

617.1107  Merger of domestic and foreign corporations.

617.1108  Merger of domestic corporation and other business entities.

617.1201  Secured transactions and other dispositions of corporate property and assets not requiring member approval.

617.1202  Sale, lease, exchange, or other disposition of corporate property and assets requiring member approval.

617.1401  Voluntary dissolution of corporation prior to conducting its affairs.

617.1402  Dissolution of corporation.

617.1403  Articles of dissolution.

617.1404  Revocation of dissolution.

617.1405  Effect of dissolution.

617.1406  Plan of distribution of assets.

617.1420  Grounds for administrative dissolution.

617.1421  Procedure for and effect of administrative dissolution.

617.1422  Reinstatement following administrative dissolution.

617.1423  Appeal from denial of reinstatement.

617.1430  Grounds for judicial dissolution.

617.1431  Procedure for judicial dissolution.

617.1432  Receivership or custodianship.

617.1433  Judgment of dissolution.

617.1440  Deposit with Department of Financial Services.

617.1501  Authority of foreign corporation to conduct affairs required.

617.1502  Consequences of conducting affairs without authority.

617.1503  Application for certificate of authority.

617.1504  Amended certificate of authority.

617.1505  Effect of certificate of authority.

617.1506  Corporate name of foreign corporation.

617.1507  Registered office and registered agent of foreign corporation.

617.1508  Change of registered office and registered agent of foreign corporation.

617.1509  Resignation of registered agent of foreign corporation.

617.1510  Service of process, notice, or demand on a foreign corporation.

617.1520  Withdrawal of foreign corporation.

617.1530  Grounds for revocation of authority to conduct affairs.

617.1531  Procedure for and effect of revocation.

617.1532  Appeal from revocation.

617.1533  Reinstatement following revocation.

617.1601  Corporate records.

617.1602  Inspection of records by members.

617.1603  Scope of inspection right.

617.1604  Court-ordered inspection.

617.1605  Financial reports for members.

617.1622  Annual report for Department of State.

617.1623  Corporate information available to the public; application to corporations incorporated by circuit courts and by special act of the Legislature.

617.1701  Application to existing domestic corporation.

617.1702  Application to qualified foreign corporations.

617.1711  Application to foreign and interstate commerce.

617.1803  Domestication of foreign not-for-profit corporations.

617.1805  Corporations for profit; when may become corporations not for profit.

617.1806  Conversion to corporation not for profit; petition and contents.

617.1807  Conversion to corporation not for profit; authority of circuit judge.

617.1808  Application of act to corporation converted to corporation not for profit.

617.1904  Estoppel.

617.1907  Effect of repeal of prior acts.

617.1908  Applicability of Florida Business Corporation Act.

617.2001  Corporations which may be incorporated hereunder; incorporation of certain medical services corporations.

617.2002  Corporation not for profit organized pursuant to s. 2, ch. 87-296; requirements.

617.2003  Proceedings to revoke articles of incorporation or charter or prevent its use.

617.2004  Extinct churches and religious societies; property.

617.2005  Extinct churches and religious societies; dissolution.

617.2006  Incorporation of labor unions or bodies.

617.2007  Sponge packing and marketing corporations.

617.2101  Corporation authorized to act as trustee.

617.2102  Fines and penalties against members.

617.2103  Exemptions for certain corporations.