Industries & Professional Activities Subcommittee: Committee Meeting Notice, January 14, 2026
Summary
A meeting packet of the Industries & Professional Activities Subcommittee of the Florida House of Representatives for Wednesday, January 14, 2026, 10:30 AM - 12:30 PM. The notice lists consideration of HB 431 Air-conditioning and Mechanical Contractors, HB 661 Private Investigators, HB 679 Registration of Trademarks, HB 797 Nonprofit Corporations, HB 879 on professional licensure reciprocity for surveying and mapping, and HB 881 Pari-Mutuel Wagering. The bill analysis of HB 431 states that it adds repair and replacement of existing package pool heaters to the scope of work for Class A air-conditioning and mechanical contractors, effective July 1, 2026. The packet ends with an amendment summary for HB 881 that removes a provision exempting certain permitholders from the cardroom licensing fee.
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“Industries & Professional Activities Subcommittee: Committee Meeting Notice, January 14, 2026.”
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Industries & Professional Activities
Subcommittee
Wednesday, January 14, 2026
10:30 AM – 12:30 PM
Webster Hall (212 Knott)
Daniel Perez Mike Giallombardo
Speaker Chair
Committee Meeting Notice
HOUSE OF REPRESENTATIVES
Industries & Professional Activities Subcommittee
Start Date and Time: Wednesday, January 14, 2026 10:30 AM
End Date and Time: Wednesday, January 14, 2026 12:30 PM
Location: Webster Hall (212 Knott)
Duration: 2.00 hrs
Consideration of the following bill(s):
HB 431 Air-conditioning and Mechanical Contractors by Albert
HB 661 Pub. Rec./Private Investigators by Stark
HB 679 Registration of Trademarks by Greco
HB 797 Nonprofit Corporations by Tuck
HB 879 Professional Licensure Reciprocity for the Practice of Surveying and Mapping by Boyles
HB 881 Pari-Mutuel Wagering by Anderson
NOTICE FINALIZED on 01/12/2026 4:45PM by Marks.Amie
01/12/2026 04:45:21PM Leagis ® Page 1 of 1
HB 431
FLORIDA HOUSE OF REPRESENTATIVES
BILL ANALYSIS
This bill analysis was prepared by nonpartisan committee staff and does not constitute an official statement of legislative intent.
BILL #: HB 431 COMPANION BILL: SB 322 (McClain)
TITLE: Air-conditioning and Mechanical Contractors LINKED BILLS: None
SPONSOR(S): Albert RELATED BILLS: None
Committee References
Industries & Professional Activities Commerce
SUMMARY
Effect of the Bill:
The bill revises the definitions of “class A air-conditioning contractor” and “mechanical contractor” to include
additional services that they may perform. The services include repair or replacement of existing package pool
heaters.
Fiscal or Economic Impact:
The bill may have an indeterminate positive fiscal impact on air-conditioning contractors and mechanical
contractors.
JUMP TO SUMMARY ANALYSIS RELEVANT INFORMATION BILL HISTORY
ANALYSIS
EFFECT OF THE BILL:
The bill expands the scope of work for Class A air-conditioning contractors and Mechanical contractors to include
repairing and replacing existing package pool heaters. (Section 1)
The replacement of an existing package pool heater must use the same make and model as the existing pool heater.
The replacement must maintain the flow rate, connection points, and heater specifications without making any
modifications to the existing pool piping or system components.
The repair and replacement of an existing package pool heater does not include:
• alterations to the pool's hydraulic system;
• the addition of bypass valves;
• installation of new plumbing;
• rerouting of pipes;
• changes to the pool’s circulation system;
• or any other modifications beyond what is necessary to disconnect and reconnect the unit to the existing
piping. (Section 1)
The bill provides an effective date of July 1, 2026. (Section 2)
STORAGE NAME: h0431a.IPA
DATE: 1/12/2026
1
HB 431
RELEVANT INFORMATION
SUBJECT OVERVIEW:
Class A air-conditioning and Mechanical contractors
Chapter 489, F.S., regulates the profession of contracting in the state. Generally speaking, a licensed contractor
is the person who, for compensation, undertakes to, submits a bid to, or does himself or herself or by
others construct, repair, alter, remodel, add to, demolish, subtract from, or improve any building or
structure, and whose job scope is substantially similar to the job scopes described in s. 489.105, F.S. 1
Construction contractors are either certified or registered by the Construction Industry Licensing Board
(CILB) housed within Department of Business and Professional Regulation. The CILB is responsible for licensing
statewide construction contractors and regulating the construction industry in Florida under part I of Ch. 489, F.S. 2
Currently, there are four types of Heating, Ventilation, and Air-Conditioning (HVAC) contractors: 3
• Class A air-conditioning contractor.
• Class B air-conditioning contractor.
• Class C air-conditioning contractor.
• Mechanical contractors
The scope of work for “Class A air-conditioning contractors” specifically includes services that are unlimited in the
execution of contracts requiring the experience, knowledge, and skill to install, maintain, repair, fabricate, alter,
extend, or design central air-conditioning, heating, and ventilation systems and to perform other related tasks
including replacing, disconnecting, or reconnecting electrical wiring up to an electrical panel and replacing
disconnecting, and replacing breakers or fuses dedicated to HVAC circuits. 4
The scope of work for “Mechanical contractors” specifically includes services that are unlimited in the execution of
contracts requiring the experience, knowledge, and skill to install, maintain, repair, fabricate, alter, extend, or
design HVAC systems and to perform other tasks, including replacing, disconnecting, or reconnecting electrical
wiring up to an electrical panel and replacing disconnecting, and replacing breakers or fuses dedicated to HVAC
circuits. 5
HVAC contractors are not allowed to install or remove pool water heaters, pool equipment, pool piping, or
construct pool/spa equipment rooms. However, they are authorized to service and repair pool heaters as long as
such service or repair does not include installing or removing the pool heater. 6
1 S. 489.105(3), F.S.
2 S. 489.107, F.S.
3 S. 489.105(3), F.S.
4 S. 489.105(3)(f), F.S.
5 S. 489.105(3)(i), F.S.
6 Construction Industry Licensing Board, Declaratory Statements 2012-024, 2014-006; 2014-060;
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HB 431
Pool Circulation System
A pool’s circulation or hydraulic system are the elements of a pool that take water from the pool, filter it, heat it,
and return it back into the pool. These elements include: 7
• Water Outlets – these include any pool opening, such as skimmers, drains, and vacuum ports, where water
is taken out of the pool and into the circulation system.
• Circulation Pump – the pump is responsible for pulling water out of the pool, through the circulation
system, and back into the pool.
• Filter – cleans the water by removing dirt, debris, and bacteria from the pool water. Water is directed
through the filter via a valve.
• Heater – heats the pool water and may include bypass valves 8, which allow water to bypass the heater.
• Returns – these are openings in the pool where water flows back into the pool from the circulation system.
A pool’s flow rate is the speed at which the water travels through the circulation system, and the turnover time is
the time it takes for the volume of water in the pool to make one pass through the circulation system. 9
Pool Heaters
7 Capitol Pools. Understanding the Pool Circulation System, https://www.capitolpool.com/service/operating-
poolcirculation#:~:text=Your%20pool%E2%80%99s%20circulation%20system%20is%20the%20elements%20of,and%20w
hat%20you%20need%20to%20do%20with%20them (last visited December 2, 2025); R&R Pools, What Causes Poor Pool
Circulation https://www.rrpools.ca/blog/causes-poor-pool-circulation/ (last visited December 2, 2025).
8 Swimmingpoolsteve, What is a Pool Heater Bypass?
https://www.swimmingpoolsteve.com/pages/bypass1.html#:~:text=An%20external%20bypass%20is%20a%20configuratio
n%20of%20pool,your%20breakpoint%20chlorination%20to%20remove%20spent%20chlorine%20%28c (last visited
December 2, 2025).
9 Stockwell Safety, Flow Rate and Turnover, https://www.stockwellassociates.co.uk/tutorial-flow-rate-and-
turnover.php#:~:text=Flow%20rate%20refers%20to%20the,litres%20per%20minute%20(LPM). (last visited December 2,
2025).
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HB 431
Generally, the pool’s circulation system pulls water from the pool and into the pool heater, which warms the water
via a heat exchange, and then circulates the heated water back into the pool. There are three main types of pool
heaters: 10
Electric heat pumps
Electric heat pumps use electricity to pull in outside air to heat the water. The heater has a fan that draws in the
surrounding warm air. The air is directed to an evaporator coil containing freon, which pulls the heat from the
outside air and turns the freon into a gas. The warm gas moves through a compressor, which further increases the
temperature, and then moves through the condenser coil, which absorbs the heat and warms the water. As the hot
gas moves through the condenser coil, it turns back into a liquid, and returns to the evaporator coil, and the
process begins again as diagrammed below: 11
1) Condenser, 2) Compressor, 3) Evaporation Coil, 4) Fan, 5) Cool Air 6) Warm Air
10 Scott Keller, How Does a Pool Heater Work: A Comprehensive Guide to Pool Heating Options and Efficiency, Love Gunite
Pool, (September 18, 2024) https://lovegunitepool.com/how-does-a-pool-heater-work/ (last visited December 2, 2025);
Hank Cooper, How Gas Pool Heaters Work? Unveiling the Science behind Your Warm Swim (July 26, 2024)
https://pooltipsusa.com/how-gas-pool-heaters-work-unveiling-the-science-behind-your-warm-swim/ (last visited December
2, 2025).
11 Jessica Carter, Do pool heat pumps use a lot of electricity? Eclipse Pool Heating (August 9, 2022)
https://eclipsepoolheating.com.au/2022/08/09/do-pool-heat-pumps-use-a-lot-of-electricity/ (last visited December 2,
2025); Michael Dean, How Does a Pool Heater Work? Pool Research (August 13, 2024) https://poolresearch.com/how-heaters-
work/ (last visited December 2, 2025)
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HB 431
Gas pool heaters
Gas heaters work by burning natural gas or propane inside a combustion chamber. There are copper coils in the
heater, which heat up from the burning gas. Water is pulled into the heated copper coils by the circulation pump,
which then pulls the heated water back into the pool as diagrammed below: 12
1) Heated Copper Coils 2) Burner 3) Fan 4) Cold Pool Water Entry 5) Heated Water Exit
12 Michael Dean, supra note 8.
JUMP TO SUMMARY ANALYSIS RELEVANT INFORMATION BILL HISTORY
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HB 431
Solar pool heaters
Solar pool heaters work by using a solar collector, which warms the water with solar power. The circulation pump
pulls the water into the solar collector, which is then pulled back into the pool as diagrammed below: 13
0
CJ
Solar heated
/waler
BILL HISTORY
STAFF
DIRECTOR/ ANALYSIS
COMMITTEE REFERENCE ACTION DATE POLICY CHIEF PREPARED BY
Industries & Professional Activities Anstead Miralia
Subcommittee
Commerce Committee
13 Performance Solar, How Solar Pool Heating Works, https://performancesolar.com/solar-pool-heating/ (last visited
December 2, 2025); David Stillwell, How does a solar pool heater work? (September 6, 2023) Consumer Affairs
https://www.consumeraffairs.com/solar-energy/how-does-a-solar-pool-heater-work.html (last visited December 2, 2025).
JUMP TO SUMMARY ANALYSIS RELEVANT INFORMATION BILL HISTORY
6
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
HB 431 2026
1 A bill to be entitled
2 An act relating to air-conditioning and mechanical
3 contractors; amending s. 489.105, F.S.; revising the
4 definitions of the terms "class A air-conditioning
5 contractor" and "mechanical contractor" to include
6 additional services that such contractors may perform;
7 providing an effective date.
8
9 Be It Enacted by the Legislature of the State of Florida:
10
11 Section 1. Paragraphs (f) and (i) of subsection (3) of
12 section 489.105, Florida Statutes, are amended to read:
13 489.105 Definitions.—As used in this part:
14 (3) "Contractor" means the person who is qualified for,
15 and is only responsible for, the project contracted for and
16 means, except as exempted in this part, the person who, for
17 compensation, undertakes to, submits a bid to, or does himself
18 or herself or by others construct, repair, alter, remodel, add
19 to, demolish, subtract from, or improve any building or
20 structure, including related improvements to real estate, for
21 others or for resale to others; and whose job scope is
22 substantially similar to the job scope described in one of the
23 paragraphs of this subsection. For the purposes of regulation
24 under this part, the term "demolish" applies only to demolition
25 of steel tanks more than 50 feet in height; towers more than 50
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hb431-00
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
HB 431 2026
26 feet in height; other structures more than 50 feet in height;
27 and all buildings or residences. Contractors are subdivided into
28 two divisions, Division I, consisting of those contractors
29 defined in paragraphs (a)-(c), and Division II, consisting of
30 those contractors defined in paragraphs (d)-(q):
31 (f) "Class A air-conditioning contractor" means a
32 contractor whose services are unlimited in the execution of
33 contracts requiring the experience, knowledge, and skill to:
34 1. Install, maintain, repair, fabricate, alter, extend, or
35 design, if not prohibited by law, central air-conditioning,
36 refrigeration, heating, and ventilating systems, including duct
37 work in connection with a complete system if such duct work is
38 performed by the contractor as necessary to complete an air-
39 distribution system, boiler and unfired pressure vessel systems,
40 and all appurtenances, apparatus, or equipment used in
41 connection therewith, and any duct cleaning and equipment
42 sanitizing that requires at least a partial disassembling of the
43 system.; to
44 2. Install, maintain, repair, fabricate, alter, extend, or
45 design, if not prohibited by law, piping, insulation of pipes,
46 vessels and ducts, pressure and process piping, and pneumatic
47 control piping.; to
48 3. Replace, disconnect, or reconnect power wiring on the
49 line or load side of the dedicated existing electrical
50 disconnect switch on single phase electrical systems.; to
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hb431-00
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
HB 431 2026
51 4. Repair or replace power wiring, disconnects, breakers,
52 or fuses for dedicated HVAC circuits with proper use of a
53 circuit breaker lock.; to
54 5. Install, disconnect, and reconnect low voltage heating,
55 ventilating, and air-conditioning control wiring.; and to
56 6. Install a condensate drain from an air-conditioning
57 unit to an existing safe waste or other approved disposal other
58 than a direct connection to a sanitary system.
59 7. Replace and repair existing package pool heaters and
60 connect replacement package pool heaters to existing pool
61 piping. The replacement of an existing package pool heater must
62 use the same make and model as the existing package pool heater.
63 This includes maintaining the flow rate, connection points, and
64 heater specifications without modifications to existing pool
65 piping or system components. The replacement or repair of an
66 existing package pool heater does not include alterations to the
67 pool's hydraulic system, the addition of bypass valves, the
68 installation of new plumbing, the rerouting of pipes, any
69 changes to the pool's circulation system, or any other
70 modifications beyond what is necessary to disconnect and
71 reconnect the unit to the existing piping.
72 8. Perform The scope of work for such contractor also
73 includes any excavation work incidental to work performed in
74 subparagraphs 1.-7., but not thereto, but does not include any
75 work such as liquefied petroleum or natural gas fuel lines
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HB 431 2026
76 within buildings, except for disconnecting or reconnecting
77 changeouts of liquefied petroleum or natural gas appliances
78 within buildings; potable water lines or connections thereto;
79 sanitary sewer lines; swimming pool piping and filters; or
80 electrical power wiring.
81 9. A Class A air-conditioning contractor may Test and
82 evaluate central air-conditioning, refrigeration, heating, and
83 ventilating systems, including duct work; however, a mandatory
84 licensing requirement is not established for the performance of
85 these specific services.
86 (i) "Mechanical contractor" means a contractor whose
87 services are unlimited in the execution of contracts requiring
88 the experience, knowledge, and skill to:
89 1. Install, maintain, repair, fabricate, alter, extend, or
90 design, if not prohibited by law, central air-conditioning,
91 refrigeration, heating, and ventilating systems, including duct
92 work in connection with a complete system if such duct work is
93 performed by the contractor as necessary to complete an air-
94 distribution system, boiler and unfired pressure vessel systems,
95 lift station equipment and piping, and all appurtenances,
96 apparatus, or equipment used in connection therewith, and any
97 duct cleaning and equipment sanitizing that requires at least a
98 partial disassembling of the system.; to
99 2. Install, maintain, repair, fabricate, alter, extend, or
100 design, if not prohibited by law, piping, insulation of pipes,
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HB 431 2026
101 vessels and ducts, pressure and process piping, pneumatic
102 control piping, gasoline tanks and pump installations and piping
103 for same, standpipes, air piping, vacuum line piping, oxygen
104 lines, nitrous oxide piping, ink and chemical lines, fuel
105 transmission lines, liquefied petroleum gas lines within
106 buildings, and natural gas fuel lines within buildings.; to
107 3. Replace, disconnect, or reconnect power wiring on the
108 line or load side of the dedicated existing electrical
109 disconnect switch on single phase electrical systems.; to
110 4. Repair or replace power wiring, disconnects, breakers,
111 or fuses for dedicated HVAC circuits with proper use of a
112 circuit breaker lock.; to
113 5. Install, disconnect, and reconnect low voltage heating,
114 ventilating, and air-conditioning control wiring.; and to
115 6. Install a condensate drain from an air-conditioning
116 unit to an existing safe waste or other approved disposal other
117 than a direct connection to a sanitary system.
118 7. Replace and repair existing package pool heaters and
119 connect replacement package pool heaters to existing pool
120 piping. The replacement of an existing package pool heater must
121 use the same make and model as the existing package pool heater.
122 This includes maintaining the flow rate, connection points, and
123 heater specifications without modifications to existing pool
124 piping or system components. The replacement or repair of an
125 existing package pool heater does not include alterations to the
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HB 431 2026
126 pool's hydraulic system, the addition of bypass valves, the
127 installation of new plumbing, the rerouting of pipes, any
128 changes to the pool's circulation system, or any other
129 modifications beyond what is necessary to disconnect and
130 reconnect the unit to the existing piping.
131 8. Perform The scope of work for such contractor also
132 includes any excavation work incidental to work performed in
133 subparagraphs 1.-7., but not thereto, but does not include any
134 work such as potable water lines or connections thereto,
135 sanitary sewer lines, swimming pool piping and filters, or
136 electrical power wiring.
137 9. A mechanical contractor may Test and evaluate central
138 air-conditioning, refrigeration, heating, and ventilating
139 systems, including duct work; however, a mandatory licensing
140 requirement is not established for the performance of these
141 specific services.
142 Section 2. This act shall take effect July 1, 2026.
143
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hb431-00
HB 661
FLORIDA HOUSE OF REPRESENTATIVES
BILL ANALYSIS
This bill analysis was prepared by nonpartisan committee staff and does not constitute an official statement of legislative intent.
BILL #: HB 661 COMPANION BILL: CS/SB 410 (Truenow)
TITLE: Pub. Rec./Private Investigators LINKED BILLS: None
SPONSOR(S): Stark RELATED BILLS: None
Committee References
Industries & Professional Government Operations Commerce
Activities
SUMMARY
Effect of the Bill:
• The bill creates a public records exemption for personally identifying information related to current and
former private investigators licensed by the Department of Agriculture and Consumer Services (DACS), and
their spouses and children. Protects from release the private investigators’ home addresses, telephone
numbers, dates of birth, and photographs.
• Protects from release the names, home addresses, telephone numbers, dates of birth, and places of
employment of the spouses and children of current or former private investigators.
• Protects from release the names and locations of schools and day care facilities attended by the children of
current or former private investigators.
• States the public policy behind the creation of the exemption.
Fiscal or Economic Impact:
The bill may have an indeterminate negative fiscal impact on state and local governments.
I
Extraordinary Vote Required for Passage:
The bill requires a two-thirds vote of the members present and voting in both houses of the Legislature for final
passage.
JUMP TO SUMMARY ANALYSIS RELEVANT INFORMATION BILL HISTORY
ANALYSIS
EFFECT OF THE BILL:
HB 661 creates a public records exemption for personally identifying information for current and former private
investigators licensed by the Department of Agriculture and Consumer Services (DACS). Specifically, the following
personal identifying and location information will be exempt from public record requirements under the bill:
Protects from release the private investigators’ home addresses, telephone numbers, dates of birth, and
photographs.
• Protects from release the names, home addresses, telephone numbers, dates of birth, and places of
employment of the spouses and children of current or former private investigators.
• Protects from release the names and locations of schools and day care facilities attended by the children of
current or former private investigators. (Section 1)
Pursuant to the Open Government Sunset Review Act, this expanded exemption will be automatically repealed on
October 2, 2031, unless reviewed and reenacted by the Legislature. (Section 1)
The bill also provides a statement of public necessity for the personal identifying information to be made exempt
due to private investigators’ work with sensitive issues such as uncovering fraud, locating missing persons, or
STORAGE NAME: h0661.IPA
DATE: 1/12/2026
1
HB 661
assisting in criminal or civil matters, which causes them to come in contact with people who might have motives to
retaliate or cause harm. (Section 2)
FISCAL OR ECONOMIC IMPACT:
STATE GOVERNMENT:
The bill may have an insignificant negative fiscal impact on state agencies holding records that contain the personal
identifying and location information of current and former private investigators licensed by DACS, and their
families, as staff responsible for complying with public record requests may require training related to the
expanded public record exemption. Additionally, state agencies could incur costs associated with redacting the
exempt information prior to releasing records. However, these additional costs will likely be absorbed within
existing resources.
LOCAL GOVERNMENT:
The bill may have an insignificant negative fiscal impact on local government entities holding records that contain
the personal identifying and location information of current and former private investigators licensed by DACS,
and their families, as staff responsible for complying with public record requests may require training related to
the public record exemption. Additionally, local agencies could incur costs associated with redacting the exempt
information prior to releasing records. However, these additional costs will likely be absorbed within existing
resources.
RELEVANT INFORMATION
SUBJECT OVERVIEW:
Public Records
Article 1, section 24(a) of the Florida Constitution sets forth the state’s public policy regarding access to
government records. This section guarantees every person the right to inspect or copy any public record of the
legislative, executive, and judicial branches of government 1. The Legislature, however, may provide by general law
for exemption2 from public records requirements provided that the exemption passes by a two-thirds vote of each
chamber, states with specificity the public necessity justifying the exemption, and is no broader than necessary to
meet its public purpose. 3
The Florida Statutes also address the public policy regarding access to government records. Section 119.017(1),
F.S., guarantees every person the right to inspect and copy any state, county, or municipal record, unless the record
is exempt. 4 Furthermore, the Open Government Sunset Review Act 5 provides that a public record exemption may
be created, revised, or maintained only if it serves an identifiable public purposed and the Legislatures finds that
the purpose is sufficiently compelling to override the strong pubic policy of open government and cannot be
accomplished without the exemption. 6 An identifiable public purpose is served if the exemption meets one of the
following purposes:
• Allows the state or its political subdivisions to effectively and efficiently administer a governmental
program, which administration would be significantly impaired without the exemption.
1 Art. 1, s. 24(a), Fla. Const.
2 A public record exemption means a provision of general law which provides that a specified record, or portion thereof, is not
subject the access requirements of s. 11907(1), F.S., or s. 24, art. I of the Florida Constitution. See s. 119.011(8), F.S.
3 Art. 1, s. 24(c), Fla. Const.
4 See S. 119.01, F.S.
5 S. 119.15, F.S.
6 S. 119.15(6)(b), F.S.
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HB 661
• Protects sensitive personal information that, if released, would be defamatory or would jeopardize an
individual’s safety; however, only the identity of an individual may be exempted under this provision; or
• Protects trade or business secrets. 7
Pursuant to the Open Government Sunset Review Act, a new public record exemption or substantial amendment of
an existing public record exemption is repealed on October 2nd of the fifth year following enactment, unless the
Legislature reenacts the exemption. 8
Furthermore, there is a difference between records the Legislature designates as exempt from public record
requirements and those the Legislature deems confidential and exempt. A record classified as exempt from public
disclosure may be disclosed under certain circumstances. However, if the Legislature designates a record as
confidential and exempt from public disclosure, such record may not be released by the custodian of public records
to anyone other than the persons or entities specifically designated in statute. 9
Licensing of Private Investigators
A “private investigator” is defined as any individual who, for consideration, advertises as providing or performs
private investigation. 10 To qualify for a license an applicant must be at least 18 years old, must be a citizen or legal
resident or have authority to work in the US. 11 Additionally, the applicant must have two years of lawfully gained,
verifiable, full-time experience and pass an examination. 12 DACS provides the license application and instructions
on its website. 13
BILL HISTORY
STAFF
DIRECTOR/ ANALYSIS
COMMITTEE REFERENCE ACTION DATE POLICY CHIEF PREPARED BY
Industries & Professional Activities Anstead Miralia
Subcommittee
Government Operations
Subcommittee
Commerce Committee
7 Id.
8 S. 119.15(3), F.S.
9 See WFTV, Inc. v. the School Board of Seminole, 874 So 2d 48, 53 (Fla. 5th DCA 2004), review denied 892 So. 2d 1015 (Fla.
2004); City of Riviera Beach v. Barfield, 642 So. 2d 1135 (Fla. 4th DCA 1994); Williams v. City of Minneola, 575 So. 2d 687 (Fla.
5th DCA 1991); See Attorney General Opinion 85-62 (August 1, 1985).
10 S. 493.6101(16), F.S.
11 S. 493.6106(1), F.S.
12 S. 493.6203(4), F.S.
13 Class "C" Private Investigator License Requirements / Private Investigation Licenses / Business Services / Home - Florida
Department of Agriculture & Consumer Services, last viewed December 17, 2025.
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3
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
HB 661 2026
1 A bill to be entitled
2 An act relating to public records; amending s.
3 119.071, F.S.; providing an exemption from public
4 records requirements for the personal identifying and
5 location information of current and former private
6 investigators licensed by the Department of
7 Agriculture and Consumer Services and the spouses and
8 children of such private investigators; providing for
9 future legislative review and repeal of the exemption;
10 providing for retroactive application; providing a
11 statement of public necessity; providing an effective
12 date.
13
14 Be It Enacted by the Legislature of the State of Florida:
15
16 Section 1. Paragraph (d) of subsection (4) of section
17 119.071, Florida Statutes, is amended to read:
18 119.071 General exemptions from inspection or copying of
19 public records.—
20 (4) AGENCY PERSONNEL INFORMATION.—
21 (d)1. For purposes of this paragraph, the term:
22 a. "Home addresses" means the dwelling location at which
23 an individual resides and includes the physical address, mailing
24 address, street address, parcel identification number, plot
25 identification number, legal property description, neighborhood
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26 name and lot number, GPS coordinates, and any other descriptive
27 property information that may reveal the home address.
28 b. "Judicial assistant" means a court employee assigned to
29 the following class codes: 8140, 8150, 8310, and 8320.
30 c. "Telephone numbers" includes home telephone numbers,
31 personal cellular telephone numbers, personal pager telephone
32 numbers, and telephone numbers associated with personal
33 communications devices.
34 2.a. The home addresses, telephone numbers, dates of
35 birth, and photographs of active or former sworn law enforcement
36 personnel or of active or former civilian personnel employed by
37 a law enforcement agency, including correctional and
38 correctional probation officers, personnel of the Department of
39 Children and Families whose duties include the investigation of
40 abuse, neglect, exploitation, fraud, theft, or other criminal
41 activities, personnel of the Department of Health whose duties
42 are to support the investigation of child abuse or neglect, and
43 personnel of the Department of Revenue or local governments
44 whose responsibilities include revenue collection and
45 enforcement or child support enforcement; the names, home
46 addresses, telephone numbers, photographs, dates of birth, and
47 places of employment of the spouses and children of such
48 personnel; and the names and locations of schools and day care
49 facilities attended by the children of such personnel are exempt
50 from s. 119.07(1) and s. 24(a), Art. I of the State
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51 Constitution.
52 b. The home addresses, telephone numbers, dates of birth,
53 and photographs of current or former nonsworn investigative
54 personnel of the Department of Financial Services whose duties
55 include the investigation of fraud, theft, workers' compensation
56 coverage requirements and compliance, other related criminal
57 activities, or state regulatory requirement violations; the
58 names, home addresses, telephone numbers, dates of birth, and
59 places of employment of the spouses and children of such
60 personnel; and the names and locations of schools and day care
61 facilities attended by the children of such personnel are exempt
62 from s. 119.07(1) and s. 24(a), Art. I of the State
63 Constitution.
64 c. The home addresses, telephone numbers, dates of birth,
65 and photographs of current or former nonsworn investigative
66 personnel of the Office of Financial Regulation's Bureau of
67 Financial Investigations whose duties include the investigation
68 of fraud, theft, other related criminal activities, or state
69 regulatory requirement violations; the names, home addresses,
70 telephone numbers, dates of birth, and places of employment of
71 the spouses and children of such personnel; and the names and
72 locations of schools and day care facilities attended by the
73 children of such personnel are exempt from s. 119.07(1) and s.
74 24(a), Art. I of the State Constitution.
75 d. The home addresses, telephone numbers, dates of birth,
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76 and photographs of current or former firefighters certified in
77 compliance with s. 633.408; the names, home addresses, telephone
78 numbers, photographs, dates of birth, and places of employment
79 of the spouses and children of such firefighters; and the names
80 and locations of schools and day care facilities attended by the
81 children of such firefighters are exempt from s. 119.07(1) and
82 s. 24(a), Art. I of the State Constitution.
83 e. The home addresses, dates of birth, and telephone
84 numbers of current or former justices of the Supreme Court,
85 district court of appeal judges, circuit court judges, and
86 county court judges and current judicial assistants; the names,
87 home addresses, telephone numbers, dates of birth, and places of
88 employment of the spouses and children of current or former
89 justices and judges and current judicial assistants; and the
90 names and locations of schools and day care facilities attended
91 by the children of current or former justices and judges and of
92 current judicial assistants are exempt from s. 119.07(1) and s.
93 24(a), Art. I of the State Constitution. This sub-subparagraph
94 is subject to the Open Government Sunset Review Act in
95 accordance with s. 119.15 and shall stand repealed on October 2,
96 2028, unless reviewed and saved from repeal through reenactment
97 by the Legislature.
98 f. The home addresses, telephone numbers, dates of birth,
99 and photographs of current or former state attorneys, assistant
100 state attorneys, statewide prosecutors, or assistant statewide
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101 prosecutors; the names, home addresses, telephone numbers,
102 photographs, dates of birth, and places of employment of the
103 spouses and children of current or former state attorneys,
104 assistant state attorneys, statewide prosecutors, or assistant
105 statewide prosecutors; and the names and locations of schools
106 and day care facilities attended by the children of current or
107 former state attorneys, assistant state attorneys, statewide
108 prosecutors, or assistant statewide prosecutors are exempt from
109 s. 119.07(1) and s. 24(a), Art. I of the State Constitution.
110 g. The home addresses, dates of birth, and telephone
111 numbers of general magistrates, special magistrates, judges of
112 compensation claims, administrative law judges of the Division
113 of Administrative Hearings, and child support enforcement
114 hearing officers; the names, home addresses, telephone numbers,
115 dates of birth, and places of employment of the spouses and
116 children of general magistrates, special magistrates, judges of
117 compensation claims, administrative law judges of the Division
118 of Administrative Hearings, and child support enforcement
119 hearing officers; and the names and locations of schools and day
120 care facilities attended by the children of general magistrates,
121 special magistrates, judges of compensation claims,
122 administrative law judges of the Division of Administrative
123 Hearings, and child support enforcement hearing officers are
124 exempt from s. 119.07(1) and s. 24(a), Art. I of the State
125 Constitution.
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126 h. The home addresses, telephone numbers, dates of birth,
127 and photographs of current or former human resource, labor
128 relations, or employee relations directors, assistant directors,
129 managers, or assistant managers of any local government agency
130 or water management district whose duties include hiring and
131 firing employees, labor contract negotiation, administration, or
132 other personnel-related duties; the names, home addresses,
133 telephone numbers, dates of birth, and places of employment of
134 the spouses and children of such personnel; and the names and
135 locations of schools and day care facilities attended by the
136 children of such personnel are exempt from s. 119.07(1) and s.
137 24(a), Art. I of the State Constitution.
138 i. The home addresses, telephone numbers, dates of birth,
139 and photographs of current or former code enforcement officers;
140 the names, home addresses, telephone numbers, dates of birth,
141 and places of employment of the spouses and children of such
142 personnel; and the names and locations of schools and day care
143 facilities attended by the children of such personnel are exempt
144 from s. 119.07(1) and s. 24(a), Art. I of the State
145 Constitution.
146 j. The home addresses, telephone numbers, places of
147 employment, dates of birth, and photographs of current or former
148 guardians ad litem, as defined in s. 39.01; the names, home
149 addresses, telephone numbers, dates of birth, and places of
150 employment of the spouses and children of such persons; and the
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151 names and locations of schools and day care facilities attended
152 by the children of such persons are exempt from s. 119.07(1) and
153 s. 24(a), Art. I of the State Constitution.
154 k. The home addresses, telephone numbers, dates of birth,
155 and photographs of current or former juvenile probation
156 officers, juvenile probation supervisors, detention
157 superintendents, assistant detention superintendents, juvenile
158 justice detention officers I and II, juvenile justice detention
159 officer supervisors, juvenile justice residential officers,
160 juvenile justice residential officer supervisors I and II,
161 juvenile justice counselors, juvenile justice counselor
162 supervisors, human services counselor administrators, senior
163 human services counselor administrators, rehabilitation
164 therapists, and social services counselors of the Department of
165 Juvenile Justice; the names, home addresses, telephone numbers,
166 dates of birth, and places of employment of spouses and children
167 of such personnel; and the names and locations of schools and
168 day care facilities attended by the children of such personnel
169 are exempt from s. 119.07(1) and s. 24(a), Art. I of the State
170 Constitution.
171 l. The home addresses, telephone numbers, dates of birth,
172 and photographs of current or former public defenders, assistant
173 public defenders, criminal conflict and civil regional counsel,
174 and assistant criminal conflict and civil regional counsel; the
175 names, home addresses, telephone numbers, dates of birth, and
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176 places of employment of the spouses and children of current or
177 former public defenders, assistant public defenders, criminal
178 conflict and civil regional counsel, and assistant criminal
179 conflict and civil regional counsel; and the names and locations
180 of schools and day care facilities attended by the children of
181 current or former public defenders, assistant public defenders,
182 criminal conflict and civil regional counsel, and assistant
183 criminal conflict and civil regional counsel are exempt from s.
184 119.07(1) and s. 24(a), Art. I of the State Constitution.
185 m. The home addresses, telephone numbers, dates of birth,
186 and photographs of current or former investigators or inspectors
187 of the Department of Business and Professional Regulation; the
188 names, home addresses, telephone numbers, dates of birth, and
189 places of employment of the spouses and children of such current
190 or former investigators and inspectors; and the names and
191 locations of schools and day care facilities attended by the
192 children of such current or former investigators and inspectors
193 are exempt from s. 119.07(1) and s. 24(a), Art. I of the State
194 Constitution.
195 n. The home addresses, telephone numbers, and dates of
196 birth of county tax collectors; the names, home addresses,
197 telephone numbers, dates of birth, and places of employment of
198 the spouses and children of such tax collectors; and the names
199 and locations of schools and day care facilities attended by the
200 children of such tax collectors are exempt from s. 119.07(1) and
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201 s. 24(a), Art. I of the State Constitution.
202 o. The home addresses, telephone numbers, dates of birth,
203 and photographs of current or former personnel of the Department
204 of Health whose duties include, or result in, the determination
205 or adjudication of eligibility for social security disability
206 benefits, the investigation or prosecution of complaints filed
207 against health care practitioners, or the inspection of health
208 care practitioners or health care facilities licensed by the
209 Department of Health; the names, home addresses, telephone
210 numbers, dates of birth, and places of employment of the spouses
211 and children of such personnel; and the names and locations of
212 schools and day care facilities attended by the children of such
213 personnel are exempt from s. 119.07(1) and s. 24(a), Art. I of
214 the State Constitution.
215 p. The home addresses, telephone numbers, dates of birth,
216 and photographs of current or former impaired practitioner
217 consultants who are retained by an agency or current or former
218 employees of an impaired practitioner consultant whose duties
219 result in a determination of a person's skill and safety to
220 practice a licensed profession; the names, home addresses,
221 telephone numbers, dates of birth, and places of employment of
222 the spouses and children of such consultants or their employees;
223 and the names and locations of schools and day care facilities
224 attended by the children of such consultants or employees are
225 exempt from s. 119.07(1) and s. 24(a), Art. I of the State
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226 Constitution.
227 q. The home addresses, telephone numbers, dates of birth,
228 and photographs of current or former emergency medical
229 technicians or paramedics certified under chapter 401; the
230 names, home addresses, telephone numbers, dates of birth, and
231 places of employment of the spouses and children of such
232 emergency medical technicians or paramedics; and the names and
233 locations of schools and day care facilities attended by the
234 children of such emergency medical technicians or paramedics are
235 exempt from s. 119.07(1) and s. 24(a), Art. I of the State
236 Constitution.
237 r. The home addresses, telephone numbers, dates of birth,
238 and photographs of current or former personnel employed in an
239 agency's office of inspector general or internal audit
240 department whose duties include auditing or investigating waste,
241 fraud, abuse, theft, exploitation, or other activities that
242 could lead to criminal prosecution or administrative discipline;
243 the names, home addresses, telephone numbers, dates of birth,
244 and places of employment of spouses and children of such
245 personnel; and the names and locations of schools and day care
246 facilities attended by the children of such personnel are exempt
247 from s. 119.07(1) and s. 24(a), Art. I of the State
248 Constitution.
249 s. The home addresses, telephone numbers, dates of birth,
250 and photographs of current or former directors, managers,
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251 supervisors, nurses, and clinical employees of an addiction
252 treatment facility; the home addresses, telephone numbers,
253 photographs, dates of birth, and places of employment of the
254 spouses and children of such personnel; and the names and
255 locations of schools and day care facilities attended by the
256 children of such personnel are exempt from s. 119.07(1) and s.
257 24(a), Art. I of the State Constitution. For purposes of this
258 sub-subparagraph, the term "addiction treatment facility" means
259 a county government, or agency thereof, that is licensed
260 pursuant to s. 397.401 and provides substance abuse prevention,
261 intervention, or clinical treatment, including any licensed
262 service component described in s. 397.311(27).
263 t. The home addresses, telephone numbers, dates of birth,
264 and photographs of current or former directors, managers,
265 supervisors, and clinical employees of a child advocacy center
266 that meets the standards of s. 39.3035(2) and fulfills the
267 screening requirement of s. 39.3035(3), and the members of a
268 Child Protection Team as described in s. 39.303 whose duties
269 include supporting the investigation of child abuse or sexual
270 abuse, child abandonment, child neglect, and child exploitation
271 or to provide services as part of a multidisciplinary case
272 review team; the names, home addresses, telephone numbers,
273 photographs, dates of birth, and places of employment of the
274 spouses and children of such personnel and members; and the
275 names and locations of schools and day care facilities attended
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276 by the children of such personnel and members are exempt from s.
277 119.07(1) and s. 24(a), Art. I of the State Constitution.
278 u. The home addresses, telephone numbers, places of
279 employment, dates of birth, and photographs of current or former
280 staff and domestic violence advocates, as defined in s.
281 90.5036(1)(b), of domestic violence centers certified by the
282 Department of Children and Families under chapter 39; the names,
283 home addresses, telephone numbers, places of employment, dates
284 of birth, and photographs of the spouses and children of such
285 personnel; and the names and locations of schools and day care
286 facilities attended by the children of such personnel are exempt
287 from s. 119.07(1) and s. 24(a), Art. I of the State
288 Constitution.
289 v. The home addresses, telephone numbers, dates of birth,
290 and photographs of current or former inspectors or investigators
291 of the Department of Agriculture and Consumer Services; the
292 names, home addresses, telephone numbers, dates of birth, and
293 places of employment of the spouses and children of current or
294 former inspectors or investigators; and the names and locations
295 of schools and day care facilities attended by the children of
296 current or former inspectors or investigators are exempt from s.
297 119.07(1) and s. 24(a), Art. I of the State Constitution. This
298 sub-subparagraph is subject to the Open Government Sunset Review
299 Act in accordance with s. 119.15 and shall stand repealed on
300 October 2, 2028, unless reviewed and saved from repeal through
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301 reenactment by the Legislature.
302 w. The home addresses, telephone numbers, dates of birth,
303 and photographs of current county attorneys, assistant county
304 attorneys, deputy county attorneys, city attorneys, assistant
305 city attorneys, and deputy city attorneys; the names, home
306 addresses, telephone numbers, photographs, dates of birth, and
307 places of employment of the spouses and children of current
308 county attorneys, assistant county attorneys, deputy county
309 attorneys, city attorneys, assistant city attorneys, and deputy
310 city attorneys; and the names and locations of schools and day
311 care facilities attended by the children of current county
312 attorneys, assistant county attorneys, deputy county attorneys,
313 city attorneys, assistant city attorneys, and deputy city
314 attorneys are exempt from s. 119.07(1) and s. 24(a), Art. I of
315 the State Constitution. This exemption does not apply to a
316 county attorney, assistant county attorney, deputy county
317 attorney, city attorney, assistant city attorney, or deputy city
318 attorney who qualifies as a candidate for election to public
319 office. This sub-subparagraph is subject to the Open Government
320 Sunset Review Act in accordance with s. 119.15 and shall stand
321 repealed on October 2, 2029, unless reviewed and saved from
322 repeal through reenactment by the Legislature.
323 x. The home addresses, telephone numbers, dates of birth,
324 and photographs of current or former commissioners of the
325 Florida Gaming Control Commission; the names, home addresses,
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326 telephone numbers, dates of birth, photographs, and places of
327 employment of the spouses and children of such current or former
328 commissioners; and the names and locations of schools and day
329 care facilities attended by the children of such current or
330 former commissioners are exempt from s. 119.07(1) and s. 24(a),
331 Art. I of the State Constitution. This sub-subparagraph is
332 subject to the Open Government Sunset Review Act in accordance
333 with s. 119.15 and shall stand repealed on October 2, 2029,
334 unless reviewed and saved from repeal through reenactment by the
335 Legislature.
336 y. The home addresses, telephone numbers, dates of birth,
337 and photographs of current clerks of the circuit court, deputy
338 clerks of the circuit court, and clerk of the circuit court
339 personnel; the names, home addresses, telephone numbers, dates
340 of birth, and places of employment of the spouses and children
341 of current clerks of the circuit court, deputy clerks of the
342 circuit court, and clerk of the circuit court personnel; and the
343 names and locations of schools and day care facilities attended
344 by the children of current clerks of the circuit court, deputy
345 clerks of the circuit court, and clerk of the circuit court
346 personnel are exempt from s. 119.07(1) and s. 24(a), Art. I of
347 the State Constitution. This sub-subparagraph is subject to the
348 Open Government Sunset Review Act in accordance with s. 119.15
349 and shall stand repealed on October 2, 2029, unless reviewed and
350 saved from repeal through reenactment by the Legislature.
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351 z.(I) As used in this sub-subparagraph, the term:
352 (A) "Congressional member" means a person who is elected
353 to serve as a member of the United States House of
354 Representatives or is elected or appointed to serve as a member
355 of the United States Senate.
356 (B) "Partial home address" means the dwelling location at
357 which an individual resides and includes the physical address,
358 mailing address, street address, parcel identification number,
359 plot identification number, legal property description,
360 neighborhood name and lot number, GPS coordinates, and any other
361 descriptive property information that may reveal the partial
362 home address, except for the city and zip code.
363 (C) "Public officer" means a person who holds one of the
364 following offices: Governor, Lieutenant Governor, Chief
365 Financial Officer, Attorney General, Agriculture Commissioner,
366 state representative, state senator, property appraiser,
367 supervisor of elections, school superintendent, school board
368 member, mayor, city commissioner, or county commissioner.
369 (II) The following information is exempt from s. 119.07(1)
370 and s. 24(a), Art. I of the State Constitution:
371 (A) The partial home addresses of a current congressional
372 member or public officer and his or her spouse or adult child.
373 (B) The telephone numbers of a current congressional
374 member or public officer and his or her spouse or adult child.
375 (C) The name, home addresses, telephone numbers, and date
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376 of birth of a minor child of a current congressional member or
377 public officer and the name and location of the school or day
378 care facility attended by the minor child.
379 (III) This sub-subparagraph is subject to the Open
380 Government Sunset Review Act in accordance with s. 119.15 and
381 shall stand repealed on October 2, 2030, unless reviewed and
382 saved from repeal through reenactment by the Legislature.
383 aa. The home addresses, telephone numbers, dates of birth,
384 and photographs of current or former private investigators
385 licensed by the Department of Agriculture and Consumer Services;
386 the names, home addresses, telephone numbers, dates of birth,
387 and places of employment of the spouses and children of current
388 or former private investigators licensed by the Department of
389 Agriculture and Consumer Services; and the names and locations
390 of schools and day care facilities attended by the children of
391 current or former private investigators licensed by the
392 Department of Agriculture and Consumer Services are exempt from
393 s. 119.07(1) and s. 24(a), Art. I of the State Constitution.
394 This sub-subparagraph is subject to the Open Government Sunset
395 Review Act in accordance with s. 119.15 and shall stand repealed
396 on October 2, 2031, unless reviewed and saved from repeal
397 through reenactment by the Legislature.
398 3.a. An agency that is the custodian of the information
399 specified in subparagraph 2. and that is not the employer of the
400 officer, employee, justice, judge, or other person specified in
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401 subparagraph 2. must maintain the exempt status of that
402 information only if the officer, employee, justice, judge, other
403 person, or employing agency of the designated employee submits a
404 written and notarized request for maintenance of the exemption
405 to the custodial agency. The request must state under oath the
406 statutory basis for the individual's exemption request and
407 confirm the individual's status as a party eligible for exempt
408 status.
409 b. An agency that is the custodian of information
410 specified in sub-subparagraph 2.z. and that is not the employer
411 of the congressional member, public officer, or other person
412 specified in sub-subparagraph 2.z. must maintain the exempt
413 status of that information only if an individual requests the
414 maintenance of an exemption pursuant to sub-subparagraph 2.z. on
415 the basis of eligibility as a current congressional member or
416 public officer and his or her spouse or child submits, as part
417 of the written and notarized request required by sub-
418 subparagraph a., the date of the congressional member's or
419 public officer's election or appointment to public office, the
420 date on which that office is next subject to election, and, if
421 applicable, the date on which the current congressional member's
422 or public officer's minor child reaches the age of majority. The
423 custodian must maintain an exemption granted pursuant to sub-
424 subparagraph 2.z. until the qualifying conditions for the
425 exemption no longer apply to the person subject to the
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426 exemption.
427 4.a. A county property appraiser, as defined in s.
428 192.001(3), or a county tax collector, as defined in s.
429 192.001(4), who receives a written and notarized request for
430 maintenance of the exemption pursuant to subparagraph 3. must
431 comply by removing the name of the individual with exempt status
432 and the instrument number or Official Records book and page
433 number identifying the property with the exempt status from all
434 publicly available records maintained by the property appraiser
435 or tax collector. For written requests received on or before
436 July 1, 2021, a county property appraiser or county tax
437 collector must comply with this sub-subparagraph by October 1,
438 2021. A county property appraiser or county tax collector may
439 not remove the street address, legal description, or other
440 information identifying real property within the agency's
441 records so long as a name or personal information otherwise
442 exempt from inspection and copying pursuant to this section is
443 not associated with the property or otherwise displayed in the
444 public records of the agency.
445 b. Any information restricted from public display,
446 inspection, or copying under sub-subparagraph a. must be
447 provided to the individual whose information was removed.
448 5. An officer, an employee, a justice, a judge, or other
449 person specified in subparagraph 2. may submit a written request
450 for the release of his or her exempt information to the
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451 custodial agency. The written request must be notarized and must
452 specify the information to be released and the party authorized
453 to receive the information. Upon receipt of the written request,
454 the custodial agency must release the specified information to
455 the party authorized to receive such information.
456 6. The exemptions in this paragraph apply to information
457 held by an agency before, on, or after the effective date of the
458 exemption.
459 7. Information made exempt under this paragraph may be
460 disclosed pursuant to s. 28.2221 to a title insurer authorized
461 pursuant to s. 624.401 and its affiliates as defined in s.
462 624.10; a title insurance agent or title insurance agency as
463 defined in s. 626.841(1) or (2), respectively; or an attorney
464 duly admitted to practice law in this state and in good standing
465 with The Florida Bar.
466 8. The exempt status of a home address contained in the
467 Official Records is maintained only during the period when a
468 protected party resides at the dwelling location. Upon
469 conveyance of real property after October 1, 2021, and when such
470 real property no longer constitutes a protected party's home
471 address as defined in sub-subparagraph 1.a., the protected party
472 must submit a written request to release the removed information
473 to the county recorder. The written request to release the
474 removed information must be notarized, must confirm that a
475 protected party's request for release is pursuant to a
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476 conveyance of his or her dwelling location, and must specify the
477 Official Records book and page, instrument number, or clerk's
478 file number for each document containing the information to be
479 released.
480 9. Upon the death of a protected party as verified by a
481 certified copy of a death certificate or court order, any party
482 can request the county recorder to release a protected
483 decedent's removed information unless there is a related request
484 on file with the county recorder for continued removal of the
485 decedent's information or unless such removal is otherwise
486 prohibited by statute or by court order. The written request to
487 release the removed information upon the death of a protected
488 party must attach the certified copy of a death certificate or
489 court order and must be notarized, must confirm the request for
490 release is due to the death of a protected party, and must
491 specify the Official Records book and page number, instrument
492 number, or clerk's file number for each document containing the
493 information to be released. A fee may not be charged for the
494 release of any document pursuant to such request.
495 Section 2. The Legislature finds that it is a public
496 necessity that the home addresses, telephone numbers, dates of
497 birth, and photographs of current and former private
498 investigators licensed by the Department of Agriculture and
499 Consumer Services; the names, home addresses, telephone numbers,
500 dates of birth, and places of employment of the spouses and
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
HB 661 2026
501 children of current and former private investigators licensed by
502 the Department of Agriculture and Consumer Services; and the
503 names and locations of schools and day care facilities attended
504 by the children of current and former private investigators
505 licensed by the Department of Agriculture and Consumer Services
506 be made exempt from s. 119.07(1), Florida Statutes, and s.
507 24(a), Article I of the State Constitution. Private
508 investigators routinely engage in sensitive work that may
509 involve uncovering fraud, locating missing persons, or assisting
510 in criminal and civil matters. In the course of their duties,
511 private investigators often interact with individuals who have
512 strong motives to retaliate or cause harm. Public access to a
513 private investigator's home address or personal information
514 could expose private investigators and their families to
515 threats, harassment, stalking, or physical violence. Protecting
516 this information does not diminish transparency or
517 accountability in government but instead balances the public's
518 right to access records with this state's compelling interest in
519 safeguarding the personal safety of those who provide critical
520 private investigative services. Therefore, exempting such
521 information from public records requirements is a reasonable and
522 necessary measure to ensure the security and privacy of private
523 investigators and their families while preserving the integrity
524 of this state's public records system.
525 Section 3. This act shall take effect July 1, 2026.
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INDUSTRIES & PROFESSIONAL ACTIVITIES SUBCOMMITTEE
HB 661 by Rep. Stark
Pub. Rec./Private Investigators
AMENDMENT SUMMARY
January 14, 2026
The amendment moves the location of the public records exemption from subsection (4) of s.
119.071, F.S., to subsection (5).
COMMITTEE/SUBCOMMITTEE AMENDMENT
Bill No. HB 661 (2026)
Amendment No.
COMMITTEE/SUBCOMMITTEE ACTION
ADOPTED (Y/N)
ADOPTED AS AMENDED (Y/N)
ADOPTED W/O OBJECTION (Y/N)
FAILED TO ADOPT (Y/N)
WITHDRAWN (Y/N)
OTHER
1 Committee/Subcommittee hearing bill: Industries & Professional
2 Activities Subcommittee
3 Representative Stark offered the following:
4
5 Amendment
6 Remove everything after the enacting clause and insert:
7 Section 1. Paragraph (l) is added to subsection (5) of
8 section 119.071, Florida Statutes, to read:
9 119.071 General exemptions from inspection or copying of
10 public records.—
11 (5) OTHER PERSONAL INFORMATION.—
12 (l) The home addresses, telephone numbers, dates of birth,
13 and photographs of current and former private investigators
14 licensed by the Department of Agriculture and Consumer Services;
15 the names, home addresses, telephone numbers, dates of birth,
16 and places of employment of the spouses and children of current
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COMMITTEE/SUBCOMMITTEE AMENDMENT
Bill No. HB 661 (2026)
Amendment No.
17 and former private investigators licensed by the Department of
18 Agriculture and Consumer Services; and the names and locations
19 of schools and day care facilities attended by the children of
20 current and former private investigators licensed by the
21 Department of Agriculture and Consumer Services are exempt from
22 s. 119.07(1) and s. 24(a), Art. I of the State Constitution.
23 This paragraph is subject to the Open Government Sunset Review
24 Act in accordance with s. 119.15 and shall stand repealed on
25 October 2, 2031, unless reviewed and saved from repeal through
26 reenactment by the Legislature.
27 Section 2. The Legislature finds that it is a public
28 necessity that the home addresses, telephone numbers, dates of
29 birth, and photographs of current and former private
30 investigators licensed by the Department of Agriculture and
31 Consumer Services; the names, home addresses, telephone numbers,
32 dates of birth, and places of employment of the spouses and
33 children of current and former private investigators licensed by
34 the Department of Agriculture and Consumer Services; and the
35 names and locations of schools and day care facilities attended
36 by the children of current and former private investigators
37 licensed by the Department of Agriculture and Consumer Services
38 be made exempt from s. 119.07(1), Florida Statutes, and s.
39 24(a), Article I of the State Constitution. Private
40 investigators routinely engage in sensitive work that may
41 involve uncovering fraud, locating missing persons, or assisting
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COMMITTEE/SUBCOMMITTEE AMENDMENT
Bill No. HB 661 (2026)
Amendment No.
42 in criminal and civil matters. In the course of their duties,
43 private investigators often interact with individuals who have
44 strong motives to retaliate or cause harm. Public access to a
45 private investigator's home address or personal information
46 could expose private investigators and their families to
47 threats, harassment, stalking, or physical violence. Protecting
48 this information does not diminish transparency or
49 accountability in government but instead balances the public's
50 right to access records with this state's compelling interest in
51 safeguarding the personal safety of those who provide critical
52 private investigative services. Therefore, exempting such
53 information from public records requirements is a reasonable and
54 necessary measure to ensure the security and privacy of private
55 investigators and their families while preserving the integrity
56 of this state's public records system.
57 Section 3. This act shall take effect July 1, 2026.
58
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HB 679
FLORIDA HOUSE OF REPRESENTATIVES
BILL ANALYSIS
This bill analysis was prepared by nonpartisan committee staff and does not constitute an official statement of legislative intent.
BILL #: HB 679 COMPANION BILL: SB 696 (Martin)
TITLE: Registration of Trademarks LINKED BILLS: None
SPONSOR(S): Greco RELATED BILLS: SB 476 (Martin); SB 696 (Martin)
Committee References
Industries & Professional Transportation & Economic Commerce
Activities Development Budget
SUMMARY
Effect of the Bill:
The bill:
• Removes the general classes for trademarks of goods and services currently set in statute.
• Mandates that the Florida Department of State adopt the United States Patent and Trademark Office’s
system of classification of goods and services as the state’s classification.
• The adoption must be done annually, and the system that is in place on June 1 of that year must be adopted
by the department by July 1.
• Directs the department to establish a website where an applicant can apply for or apply for renewal of a
trademark.
• Requires the submittal of an electronic trademark specimen with the application.
Fiscal or Economic Impact:
None
JUMP TO SUMMARY ANALYSIS RELEVANT INFORMATION BILL HISTORY
ANALYSIS
EFFECT OF THE BILL:
A person is a trademark owner as soon as he or she begins to use the trademark. However, registering a trademark
provides broader rights and protections to the trademark holder. 1 A person can register their trademark with
either the United States Patent and Trademark Office for a federal trademark registration or the Florida
Department of State for a Florida trademark registration or both. Both federal and state registration requires
classification, and the international classification of goods and services is the controlling classification system. The
classification of goods and services is currently set in Florida statutes 2; however, the Nice Agreement which sets
the international class headings and is utilized by the United States Patent and Trademark Office, is updated
regularly. 3 The bill would require that the Department of State adopt the most current version. (Section 1)
The bill would also require that the Department of State establish a website for electronic trademark registration,
and that applicants provide an electronic version of the trademark specimen when applying for state trademark
registration. Currently, trademark registration is only available through printed application mailed to the
1 What is a trademark? | USPTO, last visited December 23, 2025.
2 S. 495.111(1), F.S.
3Nice Agreement current edition version - general remarks, class headings and explanatory notes | USPTO, last
visited December 23, 2025.
STORAGE NAME: h0679.IPA
DATE: 1/12/2026
1
HB 679
Department of State’s Division of Corporations. 4 The department must make the online application available by
July 1, 2027. (Section 2)
The bill adds a requirement that document verification must be made in accordance with the state law for
verification of documents. (Section 3)
The bill has an effective date of July 1, 2026. (Section 4)
RELEVANT INFORMATION
SUBJECT OVERVIEW:
TRADEMARK:
A trademark is any word, name, symbol, or device, or any combination thereof, used by a person to identify and
distinguish the goods of such person, including a unique product, from those manufactured or sold by others, and
to indicate the source of the goods, even if the source is unknown. 5 Trademarks for goods and services are sorted
into classes. The classifications are broad categories which allow the goods or services to be organized and located
in database searches. 6
REGISTRATION:
While trademark owners who do not register their trademarks still have common law rights to the trademark, the
benefits of trademark registration include public notice of registration, the legal presumption of ownership and
right to use, and the right to bring a lawsuit to enforce trademark protections. 7
NICE AGREEMENT:
The Nice Agreement Concerning the International Classification of Goods and Services for the Purposes of the
Registration of Marks is a treaty signed in 1957 8 establishing the Nice Classification which is an international
classification of goods and services applied for the registration of marks. A new edition is published every five
years with a new version of each addition published annually. 9 The Committee of Experts of the Nice Union sets the
classification, and the World Intellectual Property Organization publishes the Nice Classification on its website. 10
The United States has been using this classification system since 1973. It is codified in 37 CFR § 6.1.
4Trademark and Service Mark - Division of Corporations - Florida Department of State, last visited December 23,
2025.
5 S. 495.011(13) F.S.
6 Goods and services | USPTO, last visited December 23, 2025.
7 Why register your trademark? | USPTO, last visited January 8, 2026.
8 Nice Agreement Concerning the International Classification of Goods and Services for the Purposes of the
Registration of Marks, last visited December 23, 2025.
9 Nice Classification, last visited December 23, 2025.
10 Nice Agreement current edition version - general remarks, class headings and explanatory notes | USPTO, last
visited December 23, 2025.
JUMP TO SUMMARY ANALYSIS RELEVANT INFORMATION BILL HISTORY
2
HB 679
BILL HISTORY
STAFF
DIRECTOR/ ANALYSIS
COMMITTEE REFERENCE ACTION DATE POLICY CHIEF PREPARED BY
Industries & Professional Activities Anstead Miralia
Subcommittee
Transportation & Economic
Development Budget
Subcommittee
Commerce Committee
JUMP TO SUMMARY ANALYSIS RELEVANT INFORMATION BILL HISTORY
3
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
HB 679 2026
1 A bill to be entitled
2 An act relating to registration of trademarks;
3 amending s. 495.111, F.S.; removing provisions
4 relating to the classification of goods and services
5 for trademark purposes; requiring the Department of
6 State to adopt a federal system of classification each
7 year; requiring the classification to be published as
8 part of the trademark registration application;
9 creating s. 495.0315, F.S.; requiring the department
10 to establish and maintain a secure Internet website
11 that allows submission of an online trademark
12 registration application and renewal application;
13 providing website requirements; requiring the
14 department to make the online application system
15 available by a specified date; amending s. 495.031,
16 F.S.; providing online application requirements;
17 providing an effective date.
18
19 Be It Enacted by the Legislature of the State of Florida:
20
21 Section 1. Subsection (1) of section 495.111, Florida
22 Statutes, is amended to read:
23 495.111 Classification.—
24 (1) The department shall, no later than July 1 of each
25 year, adopt as the state classification system the United States
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HB 679 2026
26 Patent and Trademark Office's system of classification of goods
27 and services in effect on June 1 of that year. The
28 classification shall be published as part of the trademark
29 registration application as set forth in ss. 495.031 and
30 495.0315. The following general classes of goods and services,
31 conforming to the classification adopted by the United States
32 Patent and Trademark Office, are established for convenience of
33 administration of this chapter:
34 (a) Goods:
35 1. Class 1 Chemicals for use in industry, science and
36 photography, as well as in agriculture, horticulture and
37 forestry; unprocessed artificial resins, unprocessed plastics;
38 fire extinguishing and fire prevention compositions; tempering
39 and soldering preparations; substances for tanning animal skins
40 and hides; adhesives for use in industry; putties and other
41 paste fillers; compost, manures, fertilizers; biological
42 preparations for use in industry and science.
43 2. Class 2 Paints, varnishes, lacquers; preservatives
44 against rust and against deterioration of wood; colorants, dyes;
45 inks for printing, marking and engraving; raw natural resins;
46 metals in foil and powder form for use in painting, decorating,
47 printing and art.
48 3. Class 3 Non-medicated cosmetics and toiletry
49 preparations; non-medicated dentifrices; perfumery, essential
50 oils; bleaching preparations and other substances for laundry
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51 use; cleaning, polishing, scouring and abrasive preparations.
52 4. Class 4 Industrial oils and greases, wax; lubricants;
53 dust absorbing, wetting and binding compositions; fuels and
54 illuminants; candles and wicks for lighting.
55 5. Class 5 Pharmaceuticals, medical and veterinary
56 preparations; sanitary preparations for medical purposes;
57 dietetic food and substances adapted for medical or veterinary
58 use, food for babies; dietary supplements for humans and
59 animals; plasters, materials for dressings; material for
60 stopping teeth, dental wax; disinfectants; preparations for
61 destroying vermin; fungicides, herbicides.
62 6. Class 6 Common metals and their alloys, ores; metal
63 materials for building and construction; transportable buildings
64 of metal; non-electric cables and wires of common metal; small
65 items of metal hardware; metal containers for storage or
66 transport; safes.
67 7. Class 7 Machines, machine tools, power-operated tools;
68 motors and engines, except for land vehicles; machine coupling
69 and transmission components, except for land vehicles;
70 agricultural implements, other than hand-operated hand tools;
71 incubators for eggs; automatic vending machines.
72 8. Class 8 Hand tools and implements, hand-operated;
73 cutlery; side arms, except firearms; razors.
74 9. Class 9 Scientific, nautical, surveying, photographic,
75 cinematographic, optical, weighing, measuring, signaling,
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HB 679 2026
76 checking (supervision), life-saving and teaching apparatus and
77 instruments; apparatus and instruments for conducting,
78 switching, transforming, accumulating, regulating or controlling
79 electricity; apparatus for recording, transmission or
80 reproduction of sound or images; magnetic data carriers,
81 recording discs; compact discs, DVDs and other digital recording
82 media; mechanisms for coin-operated apparatus; cash registers,
83 calculating machines, data processing equipment, computers;
84 computer software; fire-extinguishing apparatus.
85 10. Class 10 Surgical, medical, dental and veterinary
86 apparatus and instruments; artificial limbs, eyes and teeth;
87 orthopaedic articles; suture materials; therapeutic and
88 assistive devices adapted for the disabled; massage apparatus;
89 apparatus, devices and articles for nursing infants; sexual
90 activity apparatus, devices and articles.
91 11. Class 11 Apparatus for lighting, heating, steam
92 generating, cooking, refrigerating, drying, ventilating, water
93 supply and sanitary purposes.
94 12. Class 12 Vehicles; apparatus for locomotion by land,
95 air or water.
96 13. Class 13 Firearms; ammunition and projectiles;
97 explosives; fireworks.
98 14. Class 14 Precious metals and their alloys; jewellery,
99 precious and semi-precious stones; horological and chronometric
100 instruments.
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HB 679 2026
101 15. Class 15 Musical instruments.
102 16. Class 16 Paper and cardboard; printed matter;
103 bookbinding material; photographs; stationery and office
104 requisites, except furniture; adhesives for stationery or
105 household purposes; drawing materials and materials for artists;
106 paintbrushes; instructional and teaching materials; plastic
107 sheets, films and bags for wrapping and packaging; printers'
108 type, printing blocks.
109 17. Class 17 Unprocessed and semi-processed rubber,
110 gutta-percha, gum, asbestos, mica and substitutes for all these
111 materials; plastics and resins in extruded form for use in
112 manufacture; packing, stopping and insulating materials;
113 flexible pipes, tubes and hoses, not of metal.
114 18. Class 18 Leather and imitations of leather; animal
115 skins and hides; luggage and carrying bags; umbrellas and
116 parasols; walking sticks; whips, harness and saddlery; collars,
117 leashes and clothing for animals.
118 19. Class 19 Building materials (non-metallic); non-
119 metallic rigid pipes for building; asphalt, pitch and bitumen;
120 non-metallic transportable buildings; monuments, not of metal.
121 20. Class 20 Furniture, mirrors, picture frames;
122 containers, not of metal, for storage or transport; unworked or
123 semi-worked bone, horn, whalebone or mother-of-pearl; shells;
124 meerschaum; yellow amber.
125 21. Class 21 Household or kitchen utensils and
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HB 679 2026
126 containers; cookware and tableware, except forks, knives and
127 spoons; combs and sponges; brushes, except paintbrushes; brush-
128 making materials; articles for cleaning purposes; unworked or
129 semi-worked glass, except building glass; glassware, porcelain
130 and earthenware.
131 22. Class 22 Ropes and string; nets; tents and
132 tarpaulins; awnings of textile or synthetic materials; sails;
133 sacks for the transport and storage of materials in bulk;
134 padding, cushioning and stuffing materials, except of paper,
135 cardboard, rubber or plastics; raw fibrous textile materials and
136 substitutes therefor.
137 23. Class 23 Yarns and threads, for textile use.
138 24. Class 24 Textiles and substitutes for textiles;
139 household linen; curtains of textile or plastic.
140 25. Class 25 Clothing, footwear, headgear.
141 26. Class 26 Lace and embroidery, ribbons and braid;
142 buttons, hooks and eyes, pins and needles; artificial flowers;
143 hair decorations; false hair.
144 27. Class 27 Carpets, rugs, mats and matting, linoleum
145 and other materials for covering existing floors; wall hangings
146 (non-textile).
147 28. Class 28 Games, toys and playthings; video game
148 apparatus; gymnastic and sporting articles; decorations for
149 Christmas trees.
150 29. Class 29 Meat, fish, poultry and game; meat extracts;
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151 preserved, frozen, dried and cooked fruits and vegetables;
152 jellies, jams, compotes; eggs; milk and milk products; oils and
153 fats for food.
154 30. Class 30 Coffee, tea, cocoa and artificial coffee;
155 rice; tapioca and sago; flour and preparations made from
156 cereals; bread, pastries and confectionery; edible ices; sugar,
157 honey, treacle; yeast, baking-powder; salt; mustard; vinegar,
158 sauces (condiments); spices; ice (frozen water).
159 31. Class 31 Raw and unprocessed agricultural,
160 aquacultural, horticultural and forestry products; raw and
161 unprocessed grains and seeds; fresh fruits and vegetables, fresh
162 herbs; natural plants and flowers; bulbs, seedlings and seeds
163 for planting; live animals; foodstuffs and beverages for
164 animals; malt.
165 32. Class 32 Beers; mineral and aerated waters and other
166 non-alcoholic beverages; fruit beverages and fruit juices;
167 syrups and other preparations for making beverages.
168 33. Class 33 Alcoholic beverages (except beers).
169 34. Class 34 Tobacco; smokers' articles; matches.
170 (b) Services:
171 1. Class 35 Advertising; business management; business
172 administration; office functions.
173 2. Class 36 Insurance; financial affairs; monetary
174 affairs; real estate affairs.
175 3. Class 37 Building construction; repair; installation
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176 services.
177 4. Class 38 Telecommunications.
178 5. Class 39 Transport; packaging and storage of goods;
179 travel arrangement.
180 6. Class 40 Treatment of materials.
181 7. Class 41 Education; providing of training;
182 entertainment; sporting and cultural activities.
183 8. Class 42 Scientific and technological services and
184 research and design relating thereto; industrial analysis and
185 research services; design and development of computer hardware
186 and software.
187 9. Class 43 Services for providing food and drink;
188 temporary accommodation.
189 10. Class 44 Medical services; veterinary services;
190 hygienic and beauty care for human beings or animals;
191 agriculture, horticulture and forestry services.
192 11. Class 45 Legal services; security services for the
193 physical protection of tangible property and individuals;
194 personal and social services rendered by others to meet the
195 needs of individuals.
196 (c) Certification and collective membership marks:
197 1. Class 200 Collective membership marks.
198 2. Class A Certification marks for goods.
199 3. Class B Certification marks for services.
200 (d) The goods and services recited in collective trademark
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HB 679 2026
201 and collective service mark applications are assigned to the
202 same classes that are appropriate for those goods and services
203 in general.
204 Section 2. Section 495.0315, Florida Statutes, is created
205 to read:
206 495.0315 Online application for registration.—
207 (1) The department shall establish and maintain a secure
208 Internet website that allows an applicant to submit an online
209 trademark registration application in accordance with ss.
210 495.031 and 495.035 and a renewal application in accordance with
211 s. 495.071. The website must safeguard the applicant's
212 information to ensure data integrity and allow the applicant to:
213 (a) Provide an electronic version of a required specimen
214 of use.
215 (b) Provide an electronic version of a drawing of the
216 mark.
217 (c) Pay the fee required by s. 495.191.
218 (d) Complete the verification required by s. 495.031(5).
219 (2) The department shall make the online application
220 system required by this section available no later than July 1,
221 2027.
222 Section 3. Subsections (5) and (6) of section 495.031,
223 Florida Statutes, are amended to read:
224 495.031 Application for registration.—
225 (5) Every application under this section shall be signed
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226 and verified by the applicant or by a member of the firm or an
227 officer or other authorized representative of the business
228 entity applying. Verification must be made in accordance with s.
229 92.525.
230 (6) Every paper application under this section shall be
231 accompanied by three specimens or facsimiles showing the mark as
232 actually used. Every online application under this section must
233 be accompanied by an electronic copy of a specimen, complying
234 with the requirements of the department, showing the mark as
235 actually used.
236 Section 4. This act shall take effect July 1, 2026.
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INDUSTRIES & PROFESSIONAL ACTIVITIES SUBCOMMITTEE
HB 679 by Rep. Greco
Registration of Trademarks
AMENDMENT SUMMARY
January 14, 2026
The amendment clarifies that the Department of State shall utilize the international schedule of
classes of goods and services as set by 37 CFR §6.1, as amended. The amendment also adds
language stating that electronic signatures can be utilized for applications.
COMMITTEE/SUBCOMMITTEE AMENDMENT
Bill No. HB 679 (2026)
Amendment No.
COMMITTEE/SUBCOMMITTEE ACTION
ADOPTED (Y/N)
ADOPTED AS AMENDED (Y/N)
ADOPTED W/O OBJECTION (Y/N)
FAILED TO ADOPT (Y/N)
WITHDRAWN (Y/N)
OTHER
1 Committee/Subcommittee hearing bill: Industries & Professional
2 Activities Subcommittee
3 Representative Greco offered the following:
4
5 Amendment (with title amendment)
6 Remove everything after the enacting clause and insert:
7 Section 1. Subsection (1) of section 495.111, Florida
8 Statutes, is amended to read:
9 495.111 Classification.—
10 (1) The department shall utilize the international
11 schedule of classes of goods and services as set by 37 CFR §6.1,
12 as amended, as the state classification system for trademarks.
13 The following general classes of goods and services, conforming
14 to the classification adopted by the United States Patent and
15 Trademark Office, are established for convenience of
16 administration of this chapter:
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COMMITTEE/SUBCOMMITTEE AMENDMENT
Bill No. HB 679 (2026)
Amendment No.
17 (a) Goods:
18 1. Class 1 Chemicals for use in industry, science and
19 photography, as well as in agriculture, horticulture and
20 forestry; unprocessed artificial resins, unprocessed plastics;
21 fire extinguishing and fire prevention compositions; tempering
22 and soldering preparations; substances for tanning animal skins
23 and hides; adhesives for use in industry; putties and other
24 paste fillers; compost, manures, fertilizers; biological
25 preparations for use in industry and science.
26 2. Class 2 Paints, varnishes, lacquers; preservatives
27 against rust and against deterioration of wood; colorants, dyes;
28 inks for printing, marking and engraving; raw natural resins;
29 metals in foil and powder form for use in painting, decorating,
30 printing and art.
31 3. Class 3 Non-medicated cosmetics and toiletry
32 preparations; non-medicated dentifrices; perfumery, essential
33 oils; bleaching preparations and other substances for laundry
34 use; cleaning, polishing, scouring and abrasive preparations.
35 4. Class 4 Industrial oils and greases, wax; lubricants;
36 dust absorbing, wetting and binding compositions; fuels and
37 illuminants; candles and wicks for lighting.
38 5. Class 5 Pharmaceuticals, medical and veterinary
39 preparations; sanitary preparations for medical purposes;
40 dietetic food and substances adapted for medical or veterinary
41 use, food for babies; dietary supplements for humans and
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COMMITTEE/SUBCOMMITTEE AMENDMENT
Bill No. HB 679 (2026)
Amendment No.
42 animals; plasters, materials for dressings; material for
43 stopping teeth, dental wax; disinfectants; preparations for
44 destroying vermin; fungicides, herbicides.
45 6. Class 6 Common metals and their alloys, ores; metal
46 materials for building and construction; transportable buildings
47 of metal; non-electric cables and wires of common metal; small
48 items of metal hardware; metal containers for storage or
49 transport; safes.
50 7. Class 7 Machines, machine tools, power-operated tools;
51 motors and engines, except for land vehicles; machine coupling
52 and transmission components, except for land vehicles;
53 agricultural implements, other than hand-operated hand tools;
54 incubators for eggs; automatic vending machines.
55 8. Class 8 Hand tools and implements, hand-operated;
56 cutlery; side arms, except firearms; razors.
57 9. Class 9 Scientific, nautical, surveying, photographic,
58 cinematographic, optical, weighing, measuring, signaling,
59 checking (supervision), life-saving and teaching apparatus and
60 instruments; apparatus and instruments for conducting,
61 switching, transforming, accumulating, regulating or controlling
62 electricity; apparatus for recording, transmission or
63 reproduction of sound or images; magnetic data carriers,
64 recording discs; compact discs, DVDs and other digital recording
65 media; mechanisms for coin-operated apparatus; cash registers,
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COMMITTEE/SUBCOMMITTEE AMENDMENT
Bill No. HB 679 (2026)
Amendment No.
66 calculating machines, data processing equipment, computers;
67 computer software; fire-extinguishing apparatus.
68 10. Class 10 Surgical, medical, dental and veterinary
69 apparatus and instruments; artificial limbs, eyes and teeth;
70 orthopaedic articles; suture materials; therapeutic and
71 assistive devices adapted for the disabled; massage apparatus;
72 apparatus, devices and articles for nursing infants; sexual
73 activity apparatus, devices and articles.
74 11. Class 11 Apparatus for lighting, heating, steam
75 generating, cooking, refrigerating, drying, ventilating, water
76 supply and sanitary purposes.
77 12. Class 12 Vehicles; apparatus for locomotion by land,
78 air or water.
79 13. Class 13 Firearms; ammunition and projectiles;
80 explosives; fireworks.
81 14. Class 14 Precious metals and their alloys; jewellery,
82 precious and semi-precious stones; horological and chronometric
83 instruments.
84 15. Class 15 Musical instruments.
85 16. Class 16 Paper and cardboard; printed matter;
86 bookbinding material; photographs; stationery and office
87 requisites, except furniture; adhesives for stationery or
88 household purposes; drawing materials and materials for artists;
89 paintbrushes; instructional and teaching materials; plastic
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COMMITTEE/SUBCOMMITTEE AMENDMENT
Bill No. HB 679 (2026)
Amendment No.
90 sheets, films and bags for wrapping and packaging; printers'
91 type, printing blocks.
92 17. Class 17 Unprocessed and semi-processed rubber,
93 gutta-percha, gum, asbestos, mica and substitutes for all these
94 materials; plastics and resins in extruded form for use in
95 manufacture; packing, stopping and insulating materials;
96 flexible pipes, tubes and hoses, not of metal.
97 18. Class 18 Leather and imitations of leather; animal
98 skins and hides; luggage and carrying bags; umbrellas and
99 parasols; walking sticks; whips, harness and saddlery; collars,
100 leashes and clothing for animals.
101 19. Class 19 Building materials (non-metallic); non-
102 metallic rigid pipes for building; asphalt, pitch and bitumen;
103 non-metallic transportable buildings; monuments, not of metal.
104 20. Class 20 Furniture, mirrors, picture frames;
105 containers, not of metal, for storage or transport; unworked or
106 semi-worked bone, horn, whalebone or mother-of-pearl; shells;
107 meerschaum; yellow amber.
108 21. Class 21 Household or kitchen utensils and
109 containers; cookware and tableware, except forks, knives and
110 spoons; combs and sponges; brushes, except paintbrushes; brush-
111 making materials; articles for cleaning purposes; unworked or
112 semi-worked glass, except building glass; glassware, porcelain
113 and earthenware.
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COMMITTEE/SUBCOMMITTEE AMENDMENT
Bill No. HB 679 (2026)
Amendment No.
114 22. Class 22 Ropes and string; nets; tents and
115 tarpaulins; awnings of textile or synthetic materials; sails;
116 sacks for the transport and storage of materials in bulk;
117 padding, cushioning and stuffing materials, except of paper,
118 cardboard, rubber or plastics; raw fibrous textile materials and
119 substitutes therefor.
120 23. Class 23 Yarns and threads, for textile use.
121 24. Class 24 Textiles and substitutes for textiles;
122 household linen; curtains of textile or plastic.
123 25. Class 25 Clothing, footwear, headgear.
124 26. Class 26 Lace and embroidery, ribbons and braid;
125 buttons, hooks and eyes, pins and needles; artificial flowers;
126 hair decorations; false hair.
127 27. Class 27 Carpets, rugs, mats and matting, linoleum
128 and other materials for covering existing floors; wall hangings
129 (non-textile).
130 28. Class 28 Games, toys and playthings; video game
131 apparatus; gymnastic and sporting articles; decorations for
132 Christmas trees.
133 29. Class 29 Meat, fish, poultry and game; meat extracts;
134 preserved, frozen, dried and cooked fruits and vegetables;
135 jellies, jams, compotes; eggs; milk and milk products; oils and
136 fats for food.
137 30. Class 30 Coffee, tea, cocoa and artificial coffee;
138 rice; tapioca and sago; flour and preparations made from
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COMMITTEE/SUBCOMMITTEE AMENDMENT
Bill No. HB 679 (2026)
Amendment No.
139 cereals; bread, pastries and confectionery; edible ices; sugar,
140 honey, treacle; yeast, baking-powder; salt; mustard; vinegar,
141 sauces (condiments); spices; ice (frozen water).
142 31. Class 31 Raw and unprocessed agricultural,
143 aquacultural, horticultural and forestry products; raw and
144 unprocessed grains and seeds; fresh fruits and vegetables, fresh
145 herbs; natural plants and flowers; bulbs, seedlings and seeds
146 for planting; live animals; foodstuffs and beverages for
147 animals; malt.
148 32. Class 32 Beers; mineral and aerated waters and other
149 non-alcoholic beverages; fruit beverages and fruit juices;
150 syrups and other preparations for making beverages.
151 33. Class 33 Alcoholic beverages (except beers).
152 34. Class 34 Tobacco; smokers' articles; matches.
153 (b) Services:
154 1. Class 35 Advertising; business management; business
155 administration; office functions.
156 2. Class 36 Insurance; financial affairs; monetary
157 affairs; real estate affairs.
158 3. Class 37 Building construction; repair; installation
159 services.
160 4. Class 38 Telecommunications.
161 5. Class 39 Transport; packaging and storage of goods;
162 travel arrangement.
163 6. Class 40 Treatment of materials.
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COMMITTEE/SUBCOMMITTEE AMENDMENT
Bill No. HB 679 (2026)
Amendment No.
164 7. Class 41 Education; providing of training;
165 entertainment; sporting and cultural activities.
166 8. Class 42 Scientific and technological services and
167 research and design relating thereto; industrial analysis and
168 research services; design and development of computer hardware
169 and software.
170 9. Class 43 Services for providing food and drink;
171 temporary accommodation.
172 10. Class 44 Medical services; veterinary services;
173 hygienic and beauty care for human beings or animals;
174 agriculture, horticulture and forestry services.
175 11. Class 45 Legal services; security services for the
176 physical protection of tangible property and individuals;
177 personal and social services rendered by others to meet the
178 needs of individuals.
179 (c) Certification and collective membership marks:
180 1. Class 200 Collective membership marks.
181 2. Class A Certification marks for goods.
182 3. Class B Certification marks for services.
183 (d) The goods and services recited in collective trademark
184 and collective service mark applications are assigned to the
185 same classes that are appropriate for those goods and services
186 in general.
187 Section 2. Section 495.0315, Florida Statutes, is created
188 to read:
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COMMITTEE/SUBCOMMITTEE AMENDMENT
Bill No. HB 679 (2026)
Amendment No.
189 495.0315 Online application for registration.—
190 (1) The department shall establish and maintain a secure
191 Internet website that allows an applicant to submit an online
192 trademark registration application in accordance with ss.
193 495.031 and 495.035 and a renewal application in accordance with
194 s. 495.071. The website must safeguard the applicant's
195 information to ensure data integrity and allow the applicant to:
196 (a) Provide an electronic version of a required specimen
197 of use.
198 (b) Provide an electronic version of a drawing of the
199 mark.
200 (c) Pay the fee required by s. 495.191.
201 (d) Complete the verification required by s. 495.031(5).
202 (2) The department shall make the online application
203 system required by this section available no later than July 1,
204 2027.
205 Section 3. Subsections (5) and (6) of section 495.031,
206 Florida Statutes, are amended to read:
207 495.031 Application for registration.—
208 (5) Every application under this section shall be signed
209 and verified by the applicant or by a member of the firm or an
210 officer or other authorized representative of the business
211 entity applying. Verification must be made in accordance with s.
212 92.525 and may be accomplished electronically in compliance with
213 ss. 668.001-668.006.
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Bill No. HB 679 (2026)
Amendment No.
214 (6) Every paper application under this section shall be
215 accompanied by three specimens or facsimiles showing the mark as
216 actually used. Every online application under this section must
217 be accompanied by an electronic copy of a specimen, complying
218 with the requirements of the department, showing the mark as
219 actually used.
220 Section 4. This act shall take effect July 1, 2026.
221
222 -----------------------------------------------------
223 T I T L E A M E N D M E N T
224 Remove everything before the enacting clause and insert:
225 An act relating to registration of trademarks;
226 amending s. 495.111, F.S.; removing provisions
227 relating to the classification of goods and services
228 for trademark purposes; requiring the Department of
229 State to utilize the international schedule of classes
230 of goods and services; creating s. 495.0315, F.S.;
231 requiring the department to establish and maintain a
232 secure Internet website that allows submission of an
233 online trademark registration application and renewal
234 application; providing website requirements; requiring
235 the department to make the online application system
236 available by a specified date; amending s. 495.031,
237 F.S.; providing online application requirements;
238 providing an effective date.
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HB 797
FLORIDA HOUSE OF REPRESENTATIVES
BILL ANALYSIS
This bill analysis was prepared by nonpartisan committee staff and does not constitute an official statement of legislative intent.
BILL #: HB 797 COMPANION BILL: SB 554 (Bernard)
TITLE: Nonprofit Corporations LINKED BILLS: None
SPONSOR(S): Tuck RELATED BILLS: None
Committee References
Industries & Professional Civil Justice & Claims Commerce
Activities
SUMMARY
Effect of the Bill:
The bill revises Florida statute governing nonprofit corporations to conform with the Model Nonprofit Corporation
Act adopted by the American Bar Association and to align related provisions with the Florida Business Corporation
Act.
Fiscal or Economic Impact:
None
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ANALYSIS
EFFECT OF THE BILL:
The bill revises the Florida Not For Profit Corporation Act (FNFPCA), ch. 617, F.S., to conform with the Model
Nonprofit Corporation Act (MNCA) and to align related provisions with the Florida Business Corporation Act
(FBCA). The provisions of the bill are addressed in detail below.
Definitions
The bill creates definitions for the following terms, as such terms are used in the chapter: (Section 9)
• “Applicable county” means the county in which a nonprofit corporation’s principal office is or was located.
• “Authorized entity” means a corporation for profit, a limited liability company (LLC), a limited liability
partnership, or a limited partnership.
• “Charitable asset” means property that is given, received, or held for a charitable purpose.
• “Charitable purpose” means a purpose that would qualify a nonprofit corporation as tax exempt under s.
501(c)(3) of the Internal Revenue Code or is otherwise considered charitable under Florida law.
• “Eligible entity” means a domestic or foreign nonprofit corporation, corporation for profit, general
partnership, limited partnership, LLC, or other unincorporated entity.
• “Eligible interest” means a share, membership or both of the right to receive distributions from the entity
or the right to receive notice or vote on issues involving the entity’s internal affairs.
• “Entity” means corporations, unincorporated associations, business trusts, estates, LLCs, partnerships,
trusts, and a joint or common economic interest, as well as any State, the United States, or any foreign
government.
• “Interest holder” means a shareholder of a corporation for profit, a member of a nonprofit corporation, a
general partner of a general partnership, a general or limited partner of a limited partnership, a member of
a LLC, a shareholder or beneficial owner of a real estate investment trust, a beneficiary of a statutory or
business trust, or a direct holder of an interest.
STORAGE NAME: h0797.IPA
DATE: 1/12/2026
1
HB 797
• “Interest holder liability” means personal liability for a liability of an entity or an obligation of an interest
holder to contribute to the entity.
• “Nonprofit corporation” means a corporation in which income or profit is not distributable to its members,
directors, or officers, except as provided under ch. 617, F.S..
• “Organic rules” means the public organic record and private organic rules of an entity.
• “Public organic record” means a record of the filings required for formation and any subsequent
amendment or restatement of such.
• “Private organic rule” means the rules governing the internal affairs of an entity, that are binding on
its interest holders, and are not part of its public organic record.
• “Protected agreement” includes a document evidencing indebtedness of, an agreement that is binding on,
the organic rules of, and an agreement that is binding on the interest holders or directors of a domestic
corporation.
Mutual Benefit Corporations
The bill removes the distinction between a mutual benefit corporation and a nonprofit corporation, but maintains
all rights and powers available to mutual benefit corporations and members. (Sections 9, 28, and 29)
Corporate Records
The bill revises provisions on required corporate recordkeeping, and establishes the minimum retention period for
certain types of records that must be maintained by the nonprofit corporation. (Section 101)
The bill enables nonprofit corporations to impose reasonable restrictions on its members’ ability to disclose or
otherwise use information maintained as part of the corporate record. However, the bill prohibits a nonprofit
corporation from limiting a member’s right to inspect the corporate record through its articles of incorporation or
bylaws. (Section 102)
The bill expands the required financial disclosures a nonprofit corporation must make to its members and
provides mandatory timelines for the required disclosures. However, the bill does provide an exception to stated
disclosure timelines when the corporation needs additional time to comply with the request for information.
(Section 105)
The bill expands the inspection rights for directors, allowing directors to inspect the corporate record as it relates
to their duties at any reasonable time. (Section 106)
Registered Agent
The bill establishes the minimum duties of a nonprofit corporation’s registered agent and provides the default
rules for changing, replacing, or terminating a registered agent. (Sections 19, 20, and 21)
Corporate Name
The bill allows a nonprofit corporation to register under a nonunique name when the other entity of the same
name consents to its use and changes its name to a distinguishable name or when the applicant demonstrates
through a final court judgment its right to use the name. (Section 17)
Articles of Incorporation
The bill revises the default process for amending the articles of incorporation for a nonprofit corporation. Any
amendment to the articles of incorporation must be approved by both the board of directors and the members of a
nonprofit corporation, unless it is limited to:
• Extending the duration of a time limited nonprofit corporation;
• Removing the names or addresses of previous directors or registered agents if a statement of change has
been filed;
• Deleting information solely of historical interest;
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HB 797
• Changing the entity name by substituting a word for an abbreviation or adding, removing, or changing a
geographical attribution in the name; or
• Restating without change all operative provisions of the articles of incorporation.
Further, the bill details the applicable notice standards and minimum voting requirements for an amendment to
the articles of incorporation requiring a member vote. (Section 56)
The bill revises the procedure for filing the articles of amendment and requires additional information be included
in the filing, following an amendment to the articles of incorporation. (Section 57)
Board of Directors
The bill defines qualified directors and establishes voting requirements for qualified directors. (Sections 11, 37,
and 51)
The bill reduces the minimum number of directors required to be on the board of directors of a nonprofit
corporation to one person. However, the bill maintains the three-person minimum requirement for 501(c)(3)
organizations. (Section 41)
The bill establishes the default selection process for directors of nonprofit corporations. For nonprofit
corporations with members, directors are elected by members, unless the articles of incorporation or bylaws
provide otherwise. For nonprofit corporations without members, directors are elected by the board of directors,
unless the articles of incorporation or bylaws provide otherwise. (Section 42)
The bill establishes the default term length for directors as 1 year, unless the articles of incorporation or bylaws
provide otherwise. Further, a director whose term has expired may continue to serve until his successor is
selected. (Section 43)
The bill allows the board of directors to fill any board vacancy after three months if the members fail to elect a
successor. (Section 45)
The bill establishes the procedure for removing a director by judicial proceeding when a court finds that the
director engaged in fraudulent conduct, grossly abused the position of director or intentionally inflicted harm on
the entity, and that removal is in the best interest of the nonprofit corporation. (Section 46)
The bill establishes the minimum duties and standards of care a director owes to the nonprofit corporation.
(Section 50)
The bill revises the procedure for dealing with a director conflict of interest. Specifically, it establishes the burden
of proof when challenging a transaction and clarifies that fairness to the corporation may always be considered.
(Section 51)
The bill expands who may respond to interrogatories directed to the nonprofit corporation to include any
authorized officer or director of the entity, or, when appropriate, a member or fiduciary. (Section 8)
Board Meetings
The bill provides that a board meeting may be called by 20% of the directors in office. (Section 47).
Nonprofit Corporate Officers
The bill expands personal liability protections to directors and officers of all nonprofit corporations, granting them
personal liability immunity for all actions or inactions taken in their role as director or officer. (Section 52)
The bill establishes the minimum duties and standards of care an officer owes to the nonprofit corporation.
(Section 54)
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HB 797
Court-Appointed Provisional Director
The bill allows the court to appoint an impartial, provisional director in instances where there is an irreparable
deadlock among the directors that is causing harm to the nonprofit corporation. A provisional director has all of
the rights and powers of an elected director, and retains such authority until they are properly removed by court
order or a vote of the directors or members of the nonprofit corporation. (Section 82)
Members
The bill allows the board of directors to serve as a substitute for members for any action when a nonprofit
corporation does not have members or those members are not entitled to act. (Section 25)
The bill establishes that all members of a nonprofit corporation have the same rights and obligations unless the
articles of incorporation or bylaws otherwise provide. (Section 25)
The bill allows a nonprofit corporation to admit members for no consideration or for consideration determined by
the board of directors. (Section 25)
The bill prohibits a nonprofit corporation from being a member of itself. (Section 25)
The bill eliminates the requirement that chapters or affiliates of nonprofit corporations that have the right to vote
must register with the Department of Agriculture and Consumer Services. (Section 25)
The bill creates an exception to the rule that members of a nonprofit corporation are not personally liable, by
allowing a creditor of a nonprofit corporation who has obtained a judgment against the entity to bring a
proceeding against a member who owes money to the entity to the extent of the amount owed. (Section 27)
Membership Interests
The bill allows for the transfer of membership interests for all nonprofit corporations as permitted by its articles of
incorporation or bylaws. (Section 28)
The bill establishes that a member of a nonprofit corporation may resign at any time for any reason. (Section 29)
The bill allows nonprofit corporations to purchase membership interests of its members, as permitted by its
articles of incorporation or bylaws, unless the entity is a 501(c)(3) organization. Such purchase is not considered a
dividend or distribution. However, a nonprofit corporation may not purchase membership interests if doing so
would impair its ability to pay its debts in the usual course of business. (Section 31)
Special Meetings
The bill increases the minimum percentage of members required to call a special meeting to 10% of the votes
entitled on any issue to be considered at the meeting, unless otherwise provided in the articles of incorporation or
bylaws. (Section 32)
Proxy Voting
The bill establishes the default rules governing proxy voting, including the procedure for implementing and
terminating a proxy. (Section 33)
Derivative Proceedings
The bill revises the procedure for derivative proceedings brought on behalf of a nonprofit corporation in the
following ways:
• Grants standing to directors and officers of a nonprofit corporation. (Section 34)
• Allows the filing of a complaint without prior notice to the board of directors when providing such notice
would be futile. (Section 35)
Mergers
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HB 797
The bill permits a nonprofit corporation to merge with other eligible entities and does not require the surviving
entity to be a nonprofit corporation. However, if the merging nonprofit entity holds property for a charitable
purpose, the surviving entity must be a nonprofit corporation. (Sections 58 and 59)
The bill revises the default procedure for merger approval. Specifically, the bill provides an exception to the
requirement that the board of directors must make a recommendation on a plan of merger to the members, when
the board of directors is unable to make such recommendation due to a conflict of interest or other special
circumstances. (Section 60)
The bill allows an approved merger to be abandoned any time before the articles of merger have become effective.
A merger may be abandoned in the manner provided by the plan of merger, or in the same manner as the plan was
approved. When a merger is abandoned after the articles of merger have been filed, the nonprofit corporation must
also file a signed statement of abandonment. (Section 60)
The bill establishes a simplified merger process for a merger between a parent and subsidiary when the parent
eligible entity owns at least 80% of the voting power of the subsidiary eligible entity. In such case, the merger does
not require the approval of the board of directors, but does require the parent eligible entity to notify the
subsidiary’s members within 10 days of the merger. (Section 61)
The bill expands the disclosures required in the articles of merger. (Section 62)
Dissolution of Nonprofit Corporations
The bill revises provisions related to known claims against a dissolved nonprofit corporation and establishes court
proceedings to address unknown claims against a dissolved nonprofit corporation. (Sections 72 and 73)
The bill limits the extent of liability for directors of a dissolved nonprofit corporation. (Section 74)
The bill establishes grounds for administrative and judicial dissolution of a nonprofit corporation and provides
alternatives available to the court if such grounds exist. (Sections 75, 76, 77, 78 and 81)
Foreign Nonprofit Corporations
The bill establishes the duties of a registered agent of a foreign nonprofit corporation. (Section 90)
The bill allows a court to stay a proceeding brought by a foreign nonprofit corporation that does not comply with
the registered agent requirement. (Section 90)
The bill establishes proper notice procedures for foreign nonprofit corporations. (Section 93)
The bill provides for the automatic withdrawal of a foreign nonprofit corporation’s qualification to transact
business in Florida when the foreign entity converts to a domestic nonprofit corporation. (Section 95)
The bill establishes a legal framework for foreign nonprofit corporations that have dissolved, merged, or converted
to a nonfiling entity, to withdraw its certificate of authority to transact business in this state. (Section 96)
The bill establishes that the Department of Legal Affairs may bring an action to prevent a foreign nonprofit
corporation from illegally conducting business in the state. (Section 97)
Domestication
The bill allows both inbound and outbound domestications of nonprofit corporations, as long as the domestication
is permitted by the laws of the jurisdiction where the foreign corporation is organized, and establishes the
procedure for domestication. The bill provides required disclosures and requirements for filing evidence of
domestication with the department and the effect of such filing. The bill allows a plan of domestication to be
amended or abandoned prior to becoming effective. (Sections 108, 109, 110, 111, and 112)
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HB 797
Conversion
The bill revises provisions related to conversion, including the requisite process. Specifically, the bill allows a
domestic nonprofit corporation to become any other domestic or foreign entity. However, if the nonprofit
corporation holds property for a charitable purpose, it may not convert into a for profit entity. Further, if the entity
is a domestic nonprofit corporation holding property for a charitable purpose, it may only become a foreign
nonprofit corporation. (Sections 113, 114, 115, 116, 117, 118, and 119)
The bill provides an effective date of July 1, 2026. (Section 190)
RELEVANT INFORMATION
SUBJECT OVERVIEW:
Nonprofit Corporations
A nonprofit corporation is a legal entity incorporated under state law for purposes other than generating profits
for its owners or shareholders. Individual states have the power to promulgate laws relating to the creation,
organization, operation, and dissolution of corporations, including nonprofit corporations. 1
In addition to applicable state statutory schemes, nonprofit corporations are governed by their articles of
incorporation, bylaws, and other internal governing documents. A nonprofit corporation is formed upon filing the
articles of incorporation with the Department of State (Department). 2 The articles of incorporation are considered
the highest governing document of a nonprofit corporation and provide all identifying information for the business
entity, the purpose for which the entity is organized, and the default rules of the entity. A nonprofit corporation’s
bylaws are the code of rules adopted for the management of the entity. 3
Generally, nonprofit corporations are governed by a board of directors that is responsible for overseeing the
management and affairs of the entity. Nonprofit corporations also may have members who may have the right to
elect directors, approve corporate actions, or vote on matters specified in the corporation’s articles of
incorporation or bylaws. 4
Some, but not all, nonprofit corporations benefit from a tax-exempt status under section 501(c)(3) of the Internal
Revenue Code. Common types of nonprofit corporations that have such status include charitable, religious, or
educational organizations, political advocacy organizations, and private foundations. 5
Further, nonprofit corporations may be classified as domestic or foreign. Domestic nonprofit corporations are
incorporated under Florida law. Foreign nonprofit corporations are incorporated under the laws of any other
jurisdiction. 6 As of January 2026, Florida has approximately 196,076 domestic non-profit corporations in
existence. 7
Mutual Benefit Corporations
1 Legal Information Institute, Cornell Law School, Nonprofit Corporation,
https://www.law.cornell.edu/wex/nonprofit_corporation (last visited Jan. 9, 2026).
2 S. 617.0203, F.S.
3 S. 617.01401, F.S.
4 Ss. 617.0801 and 617.0601, F.S.
5 IRS, Exempt Organization Types, https://www.irs.gov/charities-non-profits/exempt-organization-types (last visited Jan. 9,
2026).
6 S. 617.01401, F.S.
7 Department of State, Division of Corporations, Yearly Statistics, https://dos.fl.gov/sunbiz/about-us/yearly-statistics/ (last
visited Jan. 9, 2026).
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HB 797
A mutual benefit corporation is a domestic nonprofit corporation that is not organized for religious purposes, is
not tax exempt under 501(c)(3), and is not organized for a public or charitable purpose. 8 Under the FNFPCA,
mutual benefit corporations are afforded the following rights that other nonprofit corporations are not:
• The right to transfer membership interests. 9
• The right to purchase membership interests of its members. 10
Relevant Regulatory Schemes
The Model Corporation Acts
The American Bar Association (ABA) developed the Model Business Corporation Act (MBCA) and the Model
Nonprofit Corporation Act (MNCA) in an attempt to uniformly regulate corporations and nonprofit corporations
across different states. Generally, the MNCA tracks the MBCA, diverging only where necessary to address the
unique aspects of nonprofit corporation law. 11
Florida Business Corporation Act
Currently, Florida for profit corporations are regulated under the Florida Business Corporation Act (FBCA)
contained in ch. 607, F.S. In 2019, upon the recommendation of the Business Law Section of The Florida Bar, the
Florida Legislature adopted a comprehensive update to the FBCA, largely aligning Florida statute with the MBCA. 12
Florida Not For Profit Corporation Act
Currently, Florida nonprofit corporations are regulated under the Florida Not For Profit Corporation Act (FNFPCA)
contained in ch. 617, F.S. The FNFPCA has not been significantly amended for over 15 years. As a result, the
Business Law Section of The Florida Bar formed the Ch. 617 Task Force (Task Force) to examine the FNFPCA and
recommend necessary amendments. After a multiyear examination, the Task Force prepared a comprehensive
update to the FNFPCA intended to modernize and harmonize Florida nonprofit corporation and for profit
corporation laws. The Task Force’s efforts culminated in this bill. 13
Corporate Record
A nonprofit corporation must keep comprehensive records of meetings, actions, and committees, maintain
accurate accounting, and have a member list. Additionally, it must keep: 14
• Current copies of its articles of incorporation and bylaws, and amendments to each;
• Minutes and member actions from the past three years;
• Communications to members from the past three years;
• List of current directors and officers with addresses; and
• Most current annual report filed with the Department.
Members of a nonprofit corporation have the right to inspect and copy corporate records. However, nonprofit
corporations may deny requests to inspect the corporate record for improper purposes. 15
Upon written request, a nonprofit corporation must provide a member with its most recent annual financial
statements, including a balance sheet at fiscal year-end and a statement of operations for the year. 16
8 S. 617.01401(13), F.S.
9 S. 617.0605, F.S.
10 S. 617.0608, F.S.
11 William L Boyd III, The New Model Nonprofit Corporation Act, American Bar Association, Business Law Section, (Oct. 16,
2023) https://www.americanbar.org/groups/business_law/resources/business-law-today/2023-october/the-new-model-
nonprofit-corporation-act/ (last visited Jan. 9, 2026).
12 See ch. 607, F.S.
13 See The Florida Bar Business Law Section, Task Force Report and Recommendations, https://flabizlaw.org/wp-
content/uploads/2025/09/Ch-617-NonProfit-White-Paper___Final.pdf (last visited Jan. 9, 2026).
14 S. 617.1601, F.S.
15 S. 617.1602, F.S.
16 S. 617.1605, F.S.
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HB 797
Registered Agent and Registered Office
Every nonprofit corporation must maintain a registered office and a registered agent in the state. The agent can be
an individual resident, a domestic entity, or a foreign entity authorized to do business in the state. Registered
agents must file a written acceptance with the Department confirming their duties. 17
Nonprofit corporations cannot file or maintain lawsuits in the state until they have a registered agent. 18
Corporate Name
Under the FNFPCA, a nonprofit corporate name must contain the word “corporation” or “incorporated” or an
abbreviation of such and must be distinguishable from the names of all other entities registered with the Division
of Corporations. 19 However, the FBCA allows a for profit corporation to register under a nonunique name when the
other entity of the same name consents to its use and the names are not identical. 20
Articles of Incorporation
A nonprofit corporation may amend its articles of incorporation at any time. Currently, the procedure for
amending the articles of incorporation for a nonprofit corporation are as follows: 21
• If the nonprofit corporation has members entitled to vote, the board of directors must approve the
proposed amendment and submit it to the members for approval at an annual or special meeting with
proper notice.
• If the nonprofit corporation does not have members, or if the members are not entitled to vote on the
amendments, the board of directors may adopt the amendment by majority vote.
Board of Directors
The board of directors of a nonprofit corporation is responsible for exercising the entity’s corporate powers and
otherwise managing the entity, subject to limitations provided by the articles of incorporation. 22 Under the
FNFPCA, directors of a nonprofit corporation must be natural persons who are at least 18 years old. However, the
articles of incorporation or bylaws of a nonprofit corporation may provide additional qualifications for directors. 23
Directors of nonprofit corporations are elected or appointed as provided in the articles of incorporation or bylaws.
The number of directors on the board of directors may be amended as provided in the articles of incorporation or
bylaws. However, the FNFPCA requires nonprofit corporations to have a minimum three-person board of
directors. 24 Each director serves for a term length specified in the articles of incorporation or bylaws, and may
continue to serve until their successor has been selected. 25
Vacancies on a nonprofit corporation’s board of directors may be filled by a majority of the remaining directors, or
if necessary, by the members or by the circuit court in the county where the corporation’s registered office is
located. However, vacancies involving directors elected by a class, chapter or similar group must be filled by that
group, or by directors elected by that group. Directors appointed to fill vacancies generally serve until the next
annual election. 26
17 S. 617.0501, F.S.
18 Id.
19 S. 617.0401, F.S.
20 S. 607.0401, F.S.
21 Ss. 617.1001 and 617.1002, F.S.
22 S. 617.0801, F.S.
23 S. 617.0802, F.S.
24 S. 617.0803, F.S.
25 S. 617.0806, F.S.
26 S. 617.0809, F.S.
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Under the FNFPCA, directors of a nonprofit corporation may be removed as provided in the articles of
incorporation or bylaws. Generally, directors may be removed with or without cause by the members or directors
who elected or appointed them, subject to voting thresholds. 27
Directors of a nonprofit corporation must perform their duties in good faith, with the care an ordinarily prudent
person would exercise in similar circumstances, and in a manner they reasonably believe is in the best interest of
the corporation. 28
A contract or transaction between a nonprofit corporation and one of its directors is not automatically void or
voidable solely because of the director’s conflicting interest. Under the FNFPCA, such transaction is valid if the
conflicting interest is disclosed and the transaction is subsequently approved by either a majority of the
disinterested directors or a majority of the members entitled to vote, or if the transaction is fair and reasonable to
the nonprofit corporation at the time it is authorized. 29
Officers
A nonprofit corporation’s articles of incorporation or bylaws may specify corporate officers the entity is required
to maintain, including how each must be selected. If no such provisions exist, officers are elected or appointed
annually by the board of directors. 30
Officers of a nonprofit corporation are responsible for performing the duties established in the bylaws, or as
assigned by the board of directors or another authorized officer. 31
Members
A nonprofit corporation may have one or more classes of members, or no members at all. If the nonprofit
corporation has members, the articles of incorporation or bylaws must set forth the class designations, member
qualifications and rights, voting and quorum requirements, and notice procedures. Further, members have no
rights except what is provided in the articles of incorporation or bylaws. 32
Members of a nonprofit corporation are not personally liable for any act, debt, or obligation of the entity. 33
Membership Interests
Members of a nonprofit corporation are generally prohibited from transferring a membership interest, or any
rights arising from membership, unless the articles of incorporation or bylaws provide otherwise. 34 Further, a
nonprofit corporation may not purchase the membership of its members. 35
A nonprofit corporation may only expel, suspend, or terminate a member’s membership interest through a fair and
reasonable procedure carried out in good faith. A member who has been expelled, suspended, or terminated has
one year to challenge such action. Further, expulsion or suspension does not relieve the member from obligations
incurred prior to the expulsion or suspension. 36
Member Meetings
27 S. 617.0808, F.S.
28 S. 617.0830, F.S.
29 S. 617.0832, F.S.
30 S. 617.0840, F.S.
31 S. 617.0841, F.S.
32 S. 617.0601, F.S.
33 S. 617.0604, F.S.
34 S. 617.0605, F.S.
35 S. 617.0608, F.S.
36 S. 617.0607, F.S.
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Nonprofit corporations may hold annual, regular, and special member meetings. The board of directors is
responsible for setting the time and place of any annual and special meeting, in accordance with the its articles of
incorporation or bylaws. 37
Special meetings may be called by the board of directors, corporate officers, or members of the nonprofit
corporation. Under the FNFPCA, the minimum percentage of members required to call a special meeting is 5% of
the votes entitled on any issue to be considered at the meeting. 38
Member Voting
Members of a nonprofit corporation are entitled to vote only if the articles of incorporation or bylaws grant that
right. If members are entitled to vote, they may do so in person, by proxy, or when authorized, by remote
communication. 39 Proxy voting is when a member authorizes another person to vote on their behalf at a meeting. 40
Derivative Proceedings
A derivative action is a lawsuit brought by a shareholder on behalf of a corporate entity to enforce a corporate
cause of action against officers, directors, or third parties. 41 A member of a nonprofit corporation may bring a
derivative action on behalf of the entity, but only if the member was a member at the time of the challenged
conduct, or became a member by operation of law from someone who was. Under the FNFPCA, an individual must
make a demand on the board of directors before commencing a derivative proceeding. After the demand is made,
the board of directors has 90 days to respond. A derivative action may be commenced before the expiration of 90-
day period only if: 42
• The demand was rejected in writing; or
• Waiting 90 days would result in irreparable injury to the nonprofit corporation.
Mergers
A merger is a legal process in which two or more business entities combine into a single entity. One entity is
deemed to survive and acquires all of the assets and liabilities of the entity that is absorbed. 43
Two or more domestic nonprofit corporations may merge into a single domestic corporation through an approved
plan of merger. Each nonprofit corporation must adopt a plan specifying: 44
• The names of the merging nonprofit corporations;
• The name of the surviving corporation;
• The terms and conditions of the merger;
• Any changes to the surviving corporation’s articles of incorporation; and
• How memberships will be converted into memberships, obligations, securities, cash, or other property.
Under the FNFPCA, a nonprofit corporation may only merge with another nonprofit corporation. The surviving
entity of a merger between two or more nonprofit corporations must be a nonprofit corporation.45
A plan of merger must be approved by either the majority of members entitled to vote, or if the nonprofit
corporation has no voting members, by a majority of the board of directors. After approval, the board may abandon
37 S. 617.0701, F.S.
38 S. 617.0701, F.S.
39 S. 617.0721, F.S.
40 S. 607.0722, F.S.
41 S. 607.01401(17), F.S.
42 S. 617.07401, F.S.
43 Legal Information Institute, Cornell Law School, Merger, https://www.law.cornell.edu/wex/merger (last visited Jan. 9,
2026).
44 S. 617.1101, F.S.
45 S. 617.1102, F.S.
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the proposed merger at any time prior to filing the articles of merger, unless the plan specifically requires member
approval. 46
Dissolution of Nonprofit Corporations
Dissolution is the legal process through which a corporation ceases business operations, winds up its affairs, and
distributes its assets. 47 To dissolve a nonprofit corporation, a resolution must be adopted either by a majority of
voting members, or when there are not voting members, by a majority of the board of directors. 48
Upon dissolution, a nonprofit corporation remains in existence but may act only to wind up and liquidate its affairs.
Dissolution does not transfer property, change governance rules, alter director or officer duties, terminate ongoing
legal proceedings or affect the authority of the registered agent. Further, directors, officers, and agents maintain
personal liability protection for acts taken in connection with dissolution. 49
Unknown Claims Against Dissolved Nonprofit Corporation
A dissolved corporation may address unknown claims either by filing a notice of dissolution with the Department
or by publishing a notice in a local newspaper, specifying the corporation’s name, dissolution date, and claim
submission instructions. Claims against the nonprofit corporation are barred after four years if the nonprofit
corporation followed the proper procedure. 50
Claims may be satisfied from the nonprofit corporations undistributed assets or from the pro rata share of assets
received by members, with liability capped at the amount distributed. 51
Known Claims Against Dissolved Nonprofit Corporation
A dissolved corporation may resolve known claims by notifying claimants of the dissolution, specifying the claim
status, amount, and submission deadlines. Contingent, conditional, or unmatured claims must also be addressed
and unresolved disputes may be submitted to the appropriate circuit court. Claims must be paid or adequately
secured in full if funds are sufficient, or ratably if insufficient, before any remaining assets are distributed. 52
Directors who comply with the required procedures are not personally liable. Members’ liability is limited to their
pro rata share of distributed assets. 53
Administrative Dissolution
The Department may administratively dissolve a nonprofit corporation for failing to file its annual report, lacking a
registered agent or office, not updating agent or office information, failing to respond to inquiries, or if its stated
duration has expired, among other grounds. 54 When the Department identifies grounds for dissolution, it must
notify the nonprofit corporation. The nonprofit corporation has 60 days to correct or demonstrate no such grounds
exist. If the nonprofit corporation fails to do so, a certificate of dissolution is issued by the Department. 55
Judicial Dissolution
A circuit court may dissolve a nonprofit corporation in the following circumstances: 56
46 S. 617.1103, F.S.
47 Legal Information Institute, Cornell Law School, Dissolution of Corporation,
https://www.law.cornell.edu/wex/dissolution_of_corporation (last visited Jan. 9, 2026).
48 S. 617.1402, F.S.
49 S. 617.1405, F.S.
50 S. 617.1407, F.S.
51 Id.
52 S. 617.1408, F.S.
53 Id.
54 S. 617.1420, F.S.
55 S. 617.1421, F.S.
56 S. 617.1430, F.S.
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• At the request of the Department of Legal Affairs, if the nonprofit corporation was fraudulently formed or
has exceeded its legal authority.
• At the request of its members or directors, if deadlocks threaten the corporation, directors cannot be
elected, or assets are being wasted.
• At the request of a creditor, if the nonprofit corporation is insolvent and the creditor’s claim is unpaid or
acknowledged.
• At the request of the nonprofit corporation itself, to continue a voluntary dissolution under court
supervision.
Foreign Nonprofit Corporations
A foreign nonprofit corporation authorized to do business in Florida must continuously maintain a registered
office and a registered agent in the state. The registered agent can be an individual resident, a domestic entity, or a
foreign entity authorized to do business in Florida, provided their business address matches the registered office.
Each registered agent must file a written statement with the Department of State accepting the appointment and
acknowledging the responsibilities of the role. 57
A foreign nonprofit corporation may change its registered office or registered agent by filing a statement of change
with the Department. 58 Further, a registered agent of a foreign nonprofit corporation may resign by filing a
statement of resignation with the Department and sending a copy to the nonprofit corporation’s principal office. 59
A foreign nonprofit corporation may be served with legal process through its registered agent, or through certain
officers or any person listed on the nonprofit corporation’s most recent annual report. Alternatively, service may
be made on the Secretary of State. 60
Under the FNFPCA, a foreign nonprofit corporation must apply for and obtain a certificate of withdrawal from the
Department before it can formally cease operations in the state. To apply, the nonprofit corporation must submit a
prescribed form stating its name, jurisdiction, that it is no longer conducting business in the state, and that it
revokes its registered agent’s authority. 61
Domestication
A foreign nonprofit corporation may become domesticated in Florida by filing a certificate of domestication and its
articles of incorporation with the Department. The certificate must identify the corporation’s original formation
date and jurisdiction, its name before domestication, its new name, and its prior principal place of business. 62
Upon filing, the nonprofit corporation is considered domesticated in Florida, though its original formation date
remains effective. Domestication does not alter existing liabilities or obligations, and the nonprofit corporation’s
property, liabilities, pending actions, articles of incorporation, and membership interests remain unchanged. After
domestication, Florida law applies to the nonprofit corporation as if it had originally incorporated in the state. 63
Conversion
Conversion requires filing a signed petition in the circuit court where the corporation’s principal office is located,
stating the entity’s purposes and requesting the change. A for-profit corporation may convert to a nonprofit
corporation if it is solely engaged in purposes allowed for nonprofit corporations under Florida law. Once
57 S. 617.1507, F.S.
58 S. 617.1508, F.S.
59 S. 617.1509, F.S.
60 S. 617.1510, F.S.
61 S. 617.1520, F.S.
62 S. 617.1803, F.S.
63 Id.
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approved by the court, the new nonprofit corporation takes over all rights, assets, and liabilities of the original for
profit corporation. 64
To convert a for-profit corporation to a nonprofit corporation, the conversion petition must include: 65
• Written consent of all shareholders;
• Statement affirming the new nonprofit will accept all property and assume all debts and liabilities of the
original corporation; and
• Proposed articles of incorporation.
OTHER RESOURCES:
Model Nonprofit Corporation Act Fourth Edition
Model Nonprofit Corporation Act Resource Center
Ch-617-NonProfit-White-Paper___Final.pdf
BILL HISTORY
STAFF
DIRECTOR/ ANALYSIS
COMMITTEE REFERENCE ACTION DATE POLICY CHIEF PREPARED BY
Industries & Professional Activities Anstead Bunnell
Subcommittee
Civil Justice & Claims
Subcommittee
Commerce Committee
64 S. 617.1805, F.S.
65 S. 617.1806, F.S.
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HB 797 2026
1 A bill to be entitled
2 An act relating to nonprofit corporations; amending s.
3 617.01011, F.S.; renaming the "Florida Not For Profit
4 Corporation Act" as the "Florida Nonprofit Corporation
5 Act"; amending s. 617.01201, F.S.; providing
6 applicability; providing that provisions of a plan or
7 filed document may not be made dependent upon facts
8 outside the plan or filed document; requiring a
9 corporation to file articles of amendment with the
10 Department of State under certain circumstances;
11 providing that articles of amendment are deemed to be
12 authorized by the authorization of the original filed
13 document to which they relate; providing that such
14 articles of amendment may be filed by the corporation
15 without further action by the board of directors or
16 the members; defining the terms "filed document" and
17 "plan"; making technical changes; amending s.
18 617.0123, F.S.; providing that a document accepted for
19 filing may specify an effective time and a delayed
20 effective date; providing that a previous effective
21 date may be specified in the initial articles of
22 incorporation if such date is within a specified
23 timeframe; specifying when a document accepted for
24 filing is effective; providing that the date or time
25 at which a document is filed is the time and date at
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26 the place of filing in this state; amending s.
27 617.0124, F.S.; revising the circumstances in which a
28 domestic or foreign corporation may correct a document
29 filed with the department; prohibiting articles of
30 correction from containing a delayed effective date
31 for the correction; authorizing a corporation to
32 withdraw a filing delivered to the department before
33 it takes effect by delivering a withdrawal statement
34 to the department for filing; specifying what
35 information must be included in a withdrawal
36 statement; providing that the action or transaction
37 evidenced by the original filing does not take effect
38 upon the filing of a withdrawal statement by the
39 department; amending s. 617.0126, F.S.; revising what
40 a domestic or foreign corporation may do if the
41 department refuses to file a document delivered to its
42 office for filing; amending s. 617.0127, F.S.;
43 requiring all courts, public offices, and official
44 bodies to receive all certificates issued by the
45 department as prima facie evidence of certain facts;
46 amending s. 617.0128, F.S.; requiring the department
47 to issue, upon request, a certificate of status for a
48 domestic corporation or a certificate of authorization
49 for a foreign corporation; amending s. 617.01301,
50 F.S.; revising who must answer interrogatories
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51 directed at a corporation; making technical changes;
52 amending s. 617.01401, F.S.; defining, revising, and
53 deleting terms; amending s. 617.0141, F.S.; requiring
54 written and oral notice to be communicated in a
55 specified manner; making technical changes; creating
56 s. 617.0143, F.S.; defining terms; providing that a
57 director is not automatically prevented from being a
58 qualified director under certain circumstances;
59 amending s. 617.0202, F.S.; revising the contents of
60 the articles of incorporation; amending s. 617.0204,
61 F.S.; deleting an exception for liability for
62 preincorporation transactions; amending s. 617.0206,
63 F.S.; providing an exception when the initial bylaws
64 of a corporation must be adopted by its board of
65 directors; amending s. 617.0302, F.S.; revising the
66 corporate powers of nonprofit corporations; amending
67 s. 617.0304, F.S.; making technical changes; amending
68 s. 617.0401, F.S.; authorizing a corporation to
69 register under a name that is not otherwise
70 distinguishable on the records of the department under
71 certain circumstances; providing that the corporate
72 name as filed with the department is for public notice
73 only and does not alone create any presumption of
74 ownership of such name; providing applicability;
75 amending s. 617.0403, F.S.; authorizing a foreign
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76 corporation that has registered its name to conduct
77 its affairs in this state; making technical changes;
78 amending s. 617.0501, F.S.; specifying the duties of a
79 registered agent; deleting the definition for the term
80 "authorized entity"; authorizing a court to stay a
81 proceeding commenced by a corporation until the
82 corporation is in compliance; making technical
83 changes; amending s. 617.0502, F.S.; revising the
84 information required in a statement filed with the
85 department for a corporation requesting to change its
86 registered office or its registered agent; deleting a
87 provision that a registered agent may resign by
88 signing and delivering to the department a statement
89 of resignation; revising the statement of resignation
90 requirements; deleting the notification requirements
91 for a registered agent who changes his or her business
92 name or business address; deleting a provision that a
93 registered office or registered agent may be changed
94 on the corporation's annual report form filed with the
95 department; deleting a requirement that the department
96 collect a fee for filings; creating s. 617.05021,
97 F.S.; authorizing a registered agent to resign as
98 agent for a corporation in a specified manner under
99 certain circumstances; providing applicability;
100 providing that a registered agent is terminated upon
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101 the department filing certain documents; providing
102 that a registered agent ceases to have responsibility
103 for any matter tendered to the agent once a statement
104 of resignation takes effect; authorizing a registered
105 agent to resign from a corporation regardless of
106 whether the corporation has active status; creating s.
107 617.05022, F.S.; authorizing a registered agent
108 seeking to change the registered agent's name or
109 business address to file with the department a
110 statement of change; specifying the information to be
111 included in the statement of change; requiring a
112 registered agent to furnish notice of the statement of
113 change to the represented corporation; providing that
114 the statement of change is effective when filed by the
115 department; providing that such changes may be made by
116 the corporation with other filings by the department;
117 requiring the department to collect a fee for filings;
118 amending s. 617.0503, F.S.; deleting applicability for
119 alien business organizations; revising the testimony
120 and records required to be produced for the Department
121 of Legal Affairs by certain domestic or foreign
122 corporations; deleting definitions; making technical
123 changes; amending s. 617.0505, F.S.; prohibiting a
124 corporation from paying any dividend and making
125 distributions of any part of its net income or net
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126 earnings to its members, directors, or officers;
127 revising exceptions; providing that a dividend or
128 distribution by a nonprofit insurance company
129 subsidiary is not a distribution under certain
130 circumstances; making technical changes; amending s.
131 617.0601, F.S.; providing that, for certain nonprofit
132 corporations, notice to, the presence of, or the vote,
133 consent, or other action by a board of directors
134 satisfies a specified requirement; requiring
135 corporation members who have no other rights except as
136 provided in the articles of incorporation or the
137 bylaws to have the same rights and obligations as
138 every other member; authorizing a corporation to admit
139 members for no consideration or for such consideration
140 as determined by the board of directors; providing
141 that such consideration may take any form; providing
142 that payment of such consideration may be made as set
143 forth in or authorized by the articles of
144 incorporation, the bylaws, or the action of the board
145 of directors; prohibiting a corporation from being a
146 member of itself or exercising the rights of a member
147 with respect to itself; providing that a corporation's
148 purchase of its own membership interest is canceled
149 under certain circumstances; making technical changes;
150 creating s. 617.0603, F.S.; authorizing a corporation
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151 to pay certain compensation to and confer certain
152 benefits upon its members, directors, officers,
153 agents, and employees; authorizing a corporation to
154 make certain distributions to its members and others
155 upon dissolution or final liquidation; providing that
156 such payments, benefits, or distributions may not be
157 deemed to be a dividend or a distribution of income or
158 earnings; amending s. 617.0604, F.S.; authorizing a
159 corporation to levy dues, assessments, and fees on its
160 members to the extent authorized by the articles of
161 incorporation or bylaws; providing that such dues,
162 assessments, and fees may be imposed on members of the
163 same class in alike or different amounts or
164 proportions, and imposed on a different basis on
165 different classes of members; providing that certain
166 members may be made exempt from such dues,
167 assessments, and fees to the extent provided in the
168 articles of incorporation or bylaws; providing that
169 the amount and method of collecting such dues,
170 assessments, and fees may be fixed in the articles of
171 incorporation or bylaws, or by the board of directors
172 or its members; providing that the articles of
173 incorporation or bylaws may provide reasonable means
174 to enforce the collection of such dues, assessments,
175 and fees; prohibiting a creditor of a corporation from
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176 bringing a proceeding to reach the liability of a
177 member of the corporation unless certain conditions
178 are met; authorizing all creditors of a corporation to
179 intervene in any other creditor's proceeding brought
180 to reach and apply unpaid amounts due from the
181 corporation; authorizing all members who owe unpaid
182 amounts to the corporation to be joined in the
183 proceeding; providing that satisfaction of a debt owed
184 to a creditor by the corporation through payment of a
185 member who owes unpaid amounts to the corporation
186 satisfies the debt of the corporation to the creditor
187 and the debt of the member to the corporation to the
188 extent so paid by the member to the creditor; amending
189 s. 617.0605, F.S.; revising the process by which
190 membership interests of a corporation may be
191 transferred; amending s. 617.0606, F.S.; authorizing a
192 member to resign at any time for any reason; amending
193 s. 617.0607, F.S.; providing that a member who had a
194 membership suspended or terminated may be liable to
195 the corporation for dues, assessments, or fees for
196 obligations incurred or commitments made before the
197 expulsion, suspension, or termination; providing that
198 any such expulsion, suspension, or termination does
199 not relieve the member of any obligations or
200 commitments made before the expulsion, suspension, or
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201 termination; authorizing a corporation to levy fines
202 or penalize its members if such actions are authorized
203 in the articles of incorporation or bylaws;
204 prohibiting the levy of certain penalties until after
205 the corporation has provided notice to the member
206 concerned and has afforded the affected member an
207 opportunity to be heard on the matter; amending s.
208 617.0608, F.S.; prohibiting certain corporations from
209 purchasing the membership interests or any rights
210 arising from membership of any of their members;
211 authorizing certain other corporations to purchase the
212 membership interest of any member or any right arising
213 from membership, subject to the articles of
214 incorporation or bylaws; providing that payment for
215 such membership interest or right arising from
216 membership is not a dividend or a distribution of
217 income or earnings; providing circumstances in which a
218 corporation may purchase the membership interests of a
219 member who resigns; amending s. 617.0701, F.S.;
220 authorizing a corporation with members to hold
221 meetings for certain purposes; providing that
222 specified meetings may be held in or out of this
223 state; providing that failure to hold a required
224 annual meeting does not work a forfeiture or
225 dissolution of the corporation and does not affect the
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226 validity of any corporate action; revising when
227 special meetings of the members may be called;
228 providing that a written demand for a special meeting
229 may be revoked by a writing received by the
230 corporation before receiving the written demands from
231 certain members sufficient in number to require
232 holding the special meeting; providing that any
233 business other than that described in the meeting
234 notice may not be conducted at the meeting;
235 authorizing special meetings to be held in or out of
236 this state at a place stated in or fixed in accordance
237 with the articles of incorporation and bylaws;
238 requiring that special meetings be held at the
239 corporation's principal office if no such place is
240 stated in or fixed in the articles of incorporation
241 and bylaws or in the notice of special meeting;
242 providing that action taken by written consent is
243 effective when such written consent is signed by
244 members entitled to cast the required number of votes
245 on the action and has been delivered to the
246 corporation; requiring that, for corporations whose
247 nonvoting members must be given notice of proposed
248 corporate action, proper notice be given to the
249 nonvoting members after obtaining authorization by
250 written consent; authorizing members to waive any
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251 required notice within a certain timeframe; requiring
252 that such waiver be in writing, signed by the member,
253 and delivered to the corporation for filing; providing
254 that a member's attendance at a meeting waives certain
255 objections; making technical changes; amending s.
256 617.0721, F.S.; providing that a member or a member's
257 attorney in fact may appoint a proxy to vote or
258 otherwise act for the member for certain duties;
259 requiring that an appointment form contain certain
260 information; specifying when an appointment of a proxy
261 is effective and valid; providing that the death or
262 incapacity of a member who appoints a proxy does not
263 affect the right of the corporation to accept the
264 proxy's authority under certain circumstances;
265 authorizing a member to revoke appointment of a proxy;
266 providing an exception; providing that a corporation
267 may reject a ballot or demand, as well as a vote,
268 consent, waiver, or proxy appointment, under certain
269 circumstances; providing that members of any class,
270 their attorneys-in-fact, and proxies may participate
271 in any meeting of members to the extent that the board
272 of directors authorizes such participation for such
273 class; limiting participation by remote communication
274 to the guidelines and procedures adopted by the board
275 of directors; providing that members, their attorneys-
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276 in-fact, and proxies who participate by means of
277 remote communication are deemed present in person and
278 may vote at a meeting under certain circumstances;
279 requiring that a vote or action taken by a member, a
280 member's attorney in fact, or a proxy by means of
281 remote communication be maintained by the corporation;
282 providing that a meeting may be held solely by means
283 of remote communication only under certain
284 circumstances; making technical changes; creating s.
285 617.0741, F.S.; prohibiting directors, officers, or
286 members from commencing a proceeding in the right of a
287 domestic or foreign corporation unless certain
288 circumstances exist; creating s. 617.0742, F.S.;
289 specifying requirements for a complaint in a
290 proceeding brought in the right of a corporation;
291 creating s. 617.0743, F.S.; authorizing the court to
292 stay a derivative proceeding if the corporation
293 commences an inquiry into the allegations made in the
294 demand or complaint; creating s. 617.0744, F.S.;
295 authorizing the court to dismiss a derivative
296 proceeding on motion by the corporation if a certain
297 determination is made by specified persons; providing
298 that the corporation has the burden of proof in all
299 such cases in regard to certain issues; authorizing
300 the court to appoint a panel of disinterested and
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301 independent persons to make such determination;
302 providing construction; creating s. 617.0745, F.S.;
303 providing that a derivative action may not be
304 discontinued or settled without the court's approval;
305 requiring the court to direct that notice be given to
306 certain members under certain circumstances;
307 authorizing the court to determine which party bears
308 the expense of giving such notice; creating s.
309 617.0746, F.S.; authorizing the court to take
310 specified action upon the termination of a derivative
311 proceeding; creating s. 617.0747, F.S.; providing
312 applicability; amending s. 617.0803, F.S.; revising
313 the number of persons to serve on the board of
314 directors; creating s. 617.0804, F.S.; specifying the
315 manner in which directors of membership and
316 nonmembership corporations are elected; creating s.
317 617.0805, F.S.; providing that the articles of
318 incorporation or bylaws may specify the terms of
319 directors; providing that if a term is not specified
320 in the articles of incorporation or bylaws, the term
321 of a director is 1 year; providing that a decrease in
322 the number of directors does not affect an incumbent
323 director's term; providing that the term of a director
324 elected to fill a vacancy expires at the end of the
325 term the director is filling; providing that a
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326 director continues to serve after his or her term
327 expires until the director's successor takes office;
328 amending s. 617.0808, F.S.; providing that a director
329 may be removed under certain circumstances; amending
330 s. 617.0809, F.S.; revising the manner in which a
331 vacancy on the board of directors is filled; deleting
332 a requirement that the term of a director elected or
333 appointed to fill a vacancy expires at the next annual
334 meeting to elect directors; deleting a provision
335 authorizing a vacancy caused by an increase in the
336 number of directors to be filled by the board of
337 directors in a specified manner; creating s.
338 617.08091, F.S.; authorizing the court to remove a
339 director from office in a proceeding commenced by or
340 in the right of the corporation if the court makes
341 certain findings; limiting the persons who may bring
342 such an action; requiring that an action by a member
343 be brought only if the member or members collectively
344 bringing action have a specified voting power;
345 authorizing the court to bar the director from being
346 reelected, redesignated, or reappointed for a period
347 prescribed by the court; providing construction;
348 amending s. 617.0820, F.S.; revising the criteria for
349 when meetings of the board of directors may be called;
350 authorizing that regular meetings of the board of
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351 directors may be held without notice of date, time,
352 place, or purpose; requiring that special meetings of
353 the board of directors be preceded by a certain amount
354 of notice of the date, time, and place of the meeting;
355 amending s. 617.0821, F.S.; requiring that actions
356 taken without a meeting be delivered to the
357 corporation; revising when certain action taken is
358 effective; providing that a director's consent may be
359 withdrawn by a revocation signed by the director and
360 delivered to the corporation before delivery to the
361 corporation of certain unrevoked written consents;
362 amending s. 617.0823, F.S.; revising the list of what
363 a director waives when he or she signs a waiver of
364 notice and attends a meeting of the board of
365 directors; amending s. 617.0830, F.S.; specifying the
366 standards of conduct a member of the board of
367 directors or a board committee must conform to in
368 discharging his or her duties; authorizing members to
369 rely on certain persons in discharging their duties;
370 providing that a director is not a trustee in certain
371 respects; amending s. 617.0832, F.S.; defining terms;
372 providing that if a director's conflict of interest
373 transaction is fair to the corporation at the time
374 that transaction is authorized, approved, effectuated,
375 or ratified, the transaction is not void or voidable,
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376 and is not grounds for relief, damages, or other
377 sanctions; providing that the person challenging the
378 validity of such transaction or seeking relief has the
379 burden of proving certain facts; specifying the burden
380 of proof for the person defending or asserting the
381 validity of the director's conflict of interest;
382 providing that the presence of or a vote cast by a
383 director with an interest in a transaction does not
384 affect the validity of the action if the transaction
385 is otherwise authorized, approved, or ratified by the
386 board of directors; authorizing a party challenging
387 the validity of the transaction to assert and prove
388 that a director or member was not disinterested on
389 certain grounds for the purpose of voting on,
390 consenting to, or approving the transaction; requiring
391 that an action to satisfy certain authorization
392 requirements be taken by the board of directors or a
393 committee in order to authorize the transaction under
394 certain circumstances; requiring that action be taken
395 to satisfy certain requirements by the members or a
396 committee in order to authorize the transaction under
397 certain circumstances; reordering and amending s.
398 617.0834, F.S.; revising immunity and liability of
399 certain persons; specifying when such persons are
400 deemed not to have derived an improper personal
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401 benefit from any transaction under certain
402 circumstances; revising the definition of the term
403 "recklessness"; providing construction; amending s.
404 617.0835, F.S.; revising applicability; creating s.
405 617.0844, F.S.; providing the standards of conduct an
406 officer must conform to in discharging his or her
407 duties; authorizing officers to rely on certain
408 persons in discharging their duties; specifying the
409 duties of an officer; providing that an officer is not
410 a trustee with respect to the corporation or any
411 property held or administered by the corporation in
412 trust; amending s. 617.1001, F.S.; revising the
413 authority of the corporation to amend its articles of
414 incorporation; amending s. 617.1002, F.S; revising the
415 procedure for amending the articles of incorporation;
416 amending s. 617.1006, F.S.; requiring that an
417 amendment to the articles of incorporation be
418 delivered to the department for filing articles of
419 amendment; specifying what must be set forth in such
420 articles of amendment; amending s. 617.1101, F.S.;
421 revising the plan of merger for certain entities;
422 specifying what a plan of merger must include;
423 providing that terms of a plan of merger may be made
424 dependent upon facts objectively ascertainable outside
425 the plan; authorizing amendments to a plan of merger
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426 with the consent of each party to the merger, except
427 as provided in the plan; authorizing a domestic party
428 to a merger to approve an amendment to a plan in a
429 certain manner; amending s. 617.1102, F.S.; revising
430 the limitations on merger for certain corporations
431 that hold property for a charitable purpose; amending
432 s. 617.1103, F.S.; specifying the manner in which a
433 plan of merger must be adopted for a domestic
434 corporation whose members are entitled to vote on the
435 merger; authorizing the adoption of a plan of merger
436 at the meeting of the board of directors for certain
437 domestic corporations; providing that a plan of merger
438 may be abandoned after the plan has been approved but
439 before the articles of merger are effective; providing
440 that the plan may be abandoned by the board of
441 directors in the same manner as the plan of merger was
442 approved by a domestic corporation or a merging
443 domestic eligible entity; requiring that a statement
444 of abandonment signed by all parties that signed the
445 articles of merger be delivered to the department if
446 the merger is abandoned after articles of merger were
447 delivered to the department for filing but before the
448 articles of merger become effective; specifying what
449 must be in a statement of abandonment; creating s.
450 617.1104, F.S.; authorizing a domestic or foreign
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451 parent eligible entity that holds membership in a
452 domestic corporation and that carries a specified
453 percentage of voting power of the domestic corporation
454 to merge the subsidiary into itself or into another
455 specified domestic or foreign eligible entity or to
456 merge itself into the subsidiary; providing that such
457 mergers do not require approval of the board of
458 directors or members of the subsidiary unless
459 required; providing that articles of merger do not
460 need to be signed by the subsidiary entity; requiring
461 the parent eligible entity to notify subsidiary
462 members within a specified timeframe; providing
463 construction; amending s. 617.1105, F.S.; requiring
464 that the articles of merger be signed by each party to
465 the merger if the merger has been approved; providing
466 an exception; specifying what must be included in the
467 articles of merger; requiring that the articles of
468 merger be delivered to the department for filing;
469 specifying when a merger becomes effective;
470 authorizing the filing of articles of merger in a
471 specified manner under certain circumstances; amending
472 s. 617.1106, F.S.; revising the effects of a merger
473 once such merger becomes effective; providing that a
474 merger does not give rise to any rights that any
475 interest holder or third party would have upon a
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476 dissolution, liquidation, or winding up of that party;
477 providing that a party to a merger is not required to
478 wind up its affairs and cause its dissolution or
479 termination; prohibiting certain property held in
480 trust or otherwise used for charitable purposes from
481 being diverted from such purposes except as provided
482 by law; providing that any bequest, devise, gift,
483 grant, or promise contained in certain instruments
484 inures to the survivor of the merger; providing that a
485 trust obligation that would govern property if the
486 property is directed to be transferred to the
487 nonsurviving party is transferred to the surviving
488 party of a merger; amending s. 617.1107, F.S.;
489 deleting provisions related to mergers of foreign
490 corporations and domestic corporations under certain
491 circumstances; requiring a foreign eligible entity
492 that survives a merger to comply with ch. 617, F.S.;
493 deleting a provision to allow abandonment of merger
494 under certain circumstances; amending s. 617.1202,
495 F.S.; revising the manner in which a corporation may
496 sell, lease, exchange, or otherwise dispose of all, or
497 substantially all, of its property; specifying the
498 manner in which a board of directors proposes and its
499 members approve the proposed transaction; authorizing
500 the corporation to abandon such disposition of
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501 property without action by the members; providing
502 exceptions; providing construction; reenacting and
503 amending s. 617.1401, F.S.; revising what must be set
504 forth in articles of dissolution; amending s.
505 617.1402, F.S.; making technical changes; amending s.
506 617.1403, F.S.; defining the term "dissolved
507 corporation"; reenacting and amending s. 617.1405,
508 F.S.; authorizing the circuit court to appoint a
509 trustee, custodian, receiver, or provisional director
510 for any property owned or acquired by the corporation
511 to conduct its affairs for winding up and liquidating
512 its affairs if any director or officer of the
513 dissolved corporation is unwilling or unable to serve
514 or cannot be located; prohibiting certain property
515 held in trust from being diverted from its trust or
516 charitable purpose unless done so under certain
517 circumstances; amending s. 617.1406, F.S.; deleting
518 obsolete language; making technical changes; amending
519 s. 617.1407, F.S.; revising the notice requirements
520 that a dissolved corporation or successor entity must
521 file with the department; revising the claimants who
522 may bring a claim against a dissolved corporation or
523 successor entity; providing conditions under which
524 certain claims are barred; amending s. 617.1408, F.S.;
525 authorizing that a dissolved corporation or successor
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526 entity may dispose of known claims against it by
527 giving written notice to its known claimants of the
528 dissolution within a specified timeframe after a
529 specified timeframe; specifying what must be in such
530 written notice; authorizing that a dissolved
531 corporation or successor entity may reject a claim
532 submitted by a claimant and received before the
533 specified timeframe by mailing notice of the rejection
534 to the claimant within a specified timeframe;
535 specifying what must be included in such notice;
536 providing that a claim against a dissolved corporation
537 is barred under certain circumstances; defining the
538 term "known claim"; providing that such notice does
539 not revive any claim then barred or acknowledge that
540 any person to whom such notice is sent is a proper
541 claimant and does not operate as a waiver of any
542 defenses or counterclaims; creating s. 617.1409, F.S.;
543 authorizing a dissolved corporation to file with the
544 circuit court for a determination of the amount and
545 form of security to be provided for payment of unknown
546 claims; specifying certain notice requirements of such
547 proceeding; authorizing the court to appoint a
548 guardian ad litem for a specified purpose; requiring
549 the dissolved corporation to pay the reasonable fees
550 and expenses of the guardian ad litem; providing that
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551 provisions by the dissolved corporation for security
552 ordered by the court satisfies the dissolved
553 corporation's obligations with respect to certain
554 claims; creating s. 617.14091, F.S.; providing that
555 directors of certain dissolved corporations are not
556 personally liable to its claimants; authorizing
557 certain claims from being enforced against the
558 dissolved corporation's undistributed assets and a
559 member of the dissolved corporation on a pro rata
560 share of the claim or the corporate assets distributed
561 to such member, whichever is less; providing
562 construction; amending s. 617.1420, F.S.; requiring
563 the department to serve notice in a record to the
564 corporation of its intent to administratively dissolve
565 a corporation under certain circumstances; specifying
566 the manner in which the department may issue the
567 notice; requiring the department to administratively
568 dissolve a corporation that does not respond to such
569 notice within a specified timeframe; requiring the
570 department to issue a notice in a record of
571 administrative dissolution that states the grounds for
572 the administrative dissolution; authorizing the
573 department to issue such notice in a specified manner;
574 reenacting and amending s. 617.1421, F.S.; making
575 technical changes; amending s. 617.1430, F.S.;
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576 revising when a circuit court may dissolve a
577 corporation or order other remedies; amending s.
578 617.1431, F.S.; revising the venue for judicial
579 dissolution proceedings; providing that directors need
580 not be made parties to a proceeding to dissolve a
581 corporation unless relief is sought against them
582 individually; authorizing a court to award reasonable
583 attorney fees and costs to the other parties to the
584 proceedings if the court makes certain findings;
585 deleting obsolete language; amending s. 617.1432,
586 F.S.; prohibiting a court from appointing a custodian
587 or receiver brought in certain proceedings if its
588 members, directors, or authorized persons have
589 provided for the appointment of a provisional director
590 or other means for the resolution of a deadlock;
591 authorizing the court to enforce the remedy so
592 provided by the provisional director; revising who the
593 court may appoint to act as receiver or custodian of
594 the corporation; revising the duties of the receiver
595 redesignated as custodian by the court; authorizing
596 the court to amend the order designating the receiver
597 as custodian and custodian as receiver; making
598 technical changes; amending s. 617.1433, F.S.;
599 conforming provisions to changes made by the act;
600 making technical changes; creating s. 617.1434, F.S.;
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601 authorizing the court to order certain actions be
602 taken as an alternative to directing the dissolution
603 of the corporation; creating s. 617.1435, F.S.;
604 authorizing the court to appoint a provisional
605 director for a certain proceeding if it appears such
606 appointment will remedy the grounds alleged by the
607 complaining members or directors; providing that a
608 provisional director may be appointed without a
609 vacancy on the board of directors; providing that a
610 provisional director has all the rights and powers of
611 a duly elected director, until removed; specifying the
612 criteria for a provisional director; requiring a
613 provisional director to report to the court concerning
614 certain matters; providing that a provisional director
615 is not liable for actions taken or decisions made;
616 providing exceptions; requiring the provisional
617 director to submit recommendations to the court if
618 directed; authorizing any officer or director to
619 petition the court for certain instructions; requiring
620 the court to compensate and reimburse the provisional
621 director; amending s. 617.1440, F.S.; providing an
622 exception to the assets that must be deposited with
623 the Department of Financial Services for safekeeping;
624 making technical changes; creating s. 617.15015, F.S.;
625 providing the governing law for a foreign corporation
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626 for certain affairs and interests of the foreign
627 corporation; prohibiting a foreign corporation from
628 being denied a certificate of authority for a
629 specified reason; providing that a certificate of
630 authority does not authorize a foreign corporation to
631 engage in any business or exercise any prohibited
632 power; amending s. 617.1502, F.S.; making technical
633 changes; providing that any member, officer, or
634 director of a foreign corporation is not liable for
635 the debts, obligations, or other liabilities of the
636 foreign corporation under certain circumstances;
637 providing applicability; requiring a foreign
638 corporation that transacts business in this state
639 without a certificate of authority to appoint the
640 Secretary of State as its agent for service of
641 process; amending s. 617.1503, F.S.; conforming a
642 provision to changes made by the act; amending s.
643 617.1504, F.S.; revising the requirements for a
644 foreign corporation to amend its certificate of
645 authority; revising applicability; authorizing a
646 foreign corporation to amend its certificate of
647 authority to add, remove, or change certain
648 information; amending s. 617.1505, F.S.; deleting a
649 prohibition of the state to regulate the organization
650 or internal affairs of a foreign corporation; making a
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651 technical change; amending s. 617.1506, F.S.; revising
652 the requirements for a foreign corporation whose name
653 is noncompliant to use an alternate name; authorizing
654 the foreign corporation to use its name if it becomes
655 available; providing construction; authorizing a
656 foreign corporation to transact business in this state
657 under the alternate name; providing an exception;
658 prohibiting a foreign corporation with a noncompliant
659 name from transacting business in this state until
660 such corporation obtains an amended certificate of
661 authority; authorizing a foreign corporation to
662 register under a name not otherwise distinguishable on
663 the records of another registered entity under certain
664 circumstances; amending s. 617.1507, F.S.; requiring
665 certain registered agents file a statement with the
666 department with certain information; providing the
667 duties of a registered agent; deleting the definition
668 of the term "authorized entity"; requiring the
669 department to maintain an accurate record of the
670 registered agent and registered offices; requiring the
671 department to furnish any information for a fee;
672 prohibiting a foreign corporation from prosecuting or
673 maintaining any action in a court in this state until
674 it complies with certain requirements; authorizing a
675 court to stay a proceeding commenced by a foreign
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676 corporation until such compliance; amending s.
677 617.1508, F.S.; specifying what must be in a statement
678 of change; providing that a statement of change is
679 effective when filed with the department; providing a
680 statement of change may also be filed on the foreign
681 corporation's annual report in an application for
682 reinstatement; making technical changes; amending s.
683 617.1509, F.S.; requiring the registered agent of a
684 foreign corporation to mail a copy of his or her
685 statement of resignation to the foreign corporation
686 after filing it with the department; providing when a
687 registered agent is terminated; providing that a
688 registered agent ceases to have responsibility for any
689 matters for the foreign corporation when a statement
690 of resignation takes effect; providing that
691 resignation does not affect contractual rights between
692 the foreign corporation and the registered agent;
693 authorizing a registered agent to resign from a
694 foreign corporation regardless if it has active
695 status; creating s. 617.15091, F.S.; providing the
696 permissible means of delivery of certain
697 communications; providing when notice to the
698 department is effective; providing an exception;
699 amending s. 617.1520, F.S.; requiring a foreign
700 corporation who wishes to cancel its certificate of
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701 authority to deliver to the department a notice of
702 withdrawal of certificate of authority; providing when
703 the certificate is effective; requiring such
704 certificate be signed by an officer or a director and
705 state certain information; providing that service of
706 process for a foreign corporation whose withdrawal is
707 effective is on the Secretary of State; creating s.
708 617.1521, F.S.; providing that a foreign corporation
709 that converts to a domestic corporation or another
710 domestic eligible entity is deemed to have withdrawn
711 its certificate of authority on the effective date of
712 the conversion; creating s. 617.1522, F.S.; requiring
713 certain entities no longer authorized to conduct
714 affairs in this state to deliver a notice of
715 withdrawal of certificate of authority to the
716 department for filing; specifying service of process
717 for such entities; creating s. 617.1523, F.S.;
718 authorizing the Department of Legal Affairs to
719 maintain an action to enjoin a foreign corporation
720 from illegally conducting affairs in this state;
721 amending s. 617.1530, F.S.; authorizing the department
722 to revoke a foreign corporation's certificate of
723 authority to transact business under certain
724 circumstances; requiring revocation of a foreign
725 corporation's certificate of authority to be done on a
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726 specified date; requiring the department to issue
727 notice to revoke the foreign corporation's certificate
728 of authority and authority to transact business;
729 authorizing the department to issue notice stating the
730 grounds of such revocations by electronic transmission
731 if the foreign corporation provided an e-mail address;
732 providing that revocation of a foreign corporation's
733 certificate of authority does not terminate the
734 authority of the registered agent; creating s.
735 617.15315, F.S.; authorizing a foreign corporation
736 whose certificate of authority has been revoked to
737 apply to the department for reinstatement at any time
738 after the effective date of revocation; requiring the
739 foreign corporation to submit all fees and penalties
740 owed with its application for reinstatement;
741 specifying what must be included in the application
742 for reinstatement; authorizing a foreign corporation
743 to be reinstated if it pays all fees and penalties and
744 files its current annual report; requiring the
745 registered agent and an officer or director to sign
746 the annual report; requiring the department to
747 reinstate the foreign corporation if all conditions
748 are met; providing that a reinstatement relates back
749 to the effective date of the revocation of authority;
750 prohibiting another entity from using the name of the
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751 foreign corporation whose certificate of authority has
752 been revoked until after a specified timeframe;
753 requiring the department to require a foreign
754 corporation seeking reinstatement whose name has been
755 lawfully assumed by another eligible entity to comply
756 with choosing a new name before accepting its
757 application for reinstatement; amending s. 617.1532,
758 F.S.; requiring the department to serve a foreign
759 corporation with written notice explaining the reasons
760 for denial of its application for reinstatement;
761 authorizing a foreign corporation to appeal the
762 department's denial in a specified manner; specifying
763 how service is effectuated on the department;
764 authorizing the Circuit Court of Leon County to take
765 certain actions; providing that the circuit court's
766 final decision may be appealed; amending s. 617.1601,
767 F.S.; requiring a corporation to maintain certain
768 records; requiring such records be maintained in a
769 certain manner; amending s. 617.1602, F.S.; revising
770 the records a member of a corporation may inspect and
771 copy; authorizing the corporation to impose reasonable
772 restrictions on the disclosure, use, or distribution
773 of, and reasonable obligations to maintain the
774 confidentiality of, certain records; providing that
775 persons who become members of a corporation after a
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776 specified timeframe and who are entitled to vote at a
777 meeting are entitled to certain information; providing
778 an exception; prohibiting the abolishment or
779 limitation of the right of inspection by a
780 corporation's articles of incorporation or bylaws;
781 revising construction; prohibiting a member from
782 selling or distributing specific information or
783 records; providing an exception; prohibiting a person
784 from obtaining or using a membership list or any part
785 thereof for any purpose unrelated to a member's
786 interest without the consent of the board of
787 directors; revising the definition of the term
788 "member"; providing applicability; amending s.
789 617.1603, F.S.; authorizing a corporation to satisfy
790 the right of a member to inspect specific records by
791 means chosen by the corporation; providing that the
792 corporation bears the reasonable costs of converting
793 specified records; making technical changes;
794 conforming a cross-reference; amending s. 617.1604,
795 F.S.; revising the circumstances under which a
796 corporation is not liable for the costs of a member
797 inspecting and copying specified records; authorizing
798 the court to impose reasonable restrictions on the
799 confidentiality of such records; making technical
800 changes; amending s. 617.1605, F.S.; requiring a
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801 corporation to deliver or make available the latest
802 annual financial statements to a member within a
803 specified timeframe under certain circumstance;
804 requiring the corporation to notify the member within
805 a specified timeframe if the annual financial
806 statements have not been prepared for the fiscal year
807 requested; requiring the corporation to deliver to the
808 member the annual financial statements within a
809 specified timeframe; specifying how a corporation may
810 deliver the specified annual financial statements;
811 authorizing the corporation to place reasonable
812 restrictions on members requesting annual financial
813 statements; authorizing a corporation to decline to
814 issue annual financial statements if the corporation
815 determines the request was not made in good faith or
816 for a proper purpose; authorizing a member who has not
817 received a response from the corporation as required
818 to seek relief from the circuit court in the
819 applicable county; requiring the circuit court to
820 expedite the matter; authorizing the circuit court to
821 impose reasonable restrictions on the annual financial
822 statements; providing that the corporation has the
823 burden of proof; requiring the court to award the
824 member's expenses under certain circumstances;
825 providing exceptions; creating s. 617.16051, F.S.;
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826 providing that a director of a corporation is entitled
827 to inspect and copy specified records of the
828 corporation at any reasonable time for a specified
829 purpose; authorizing the circuit court of the
830 applicable county to order inspection and copying of
831 such records at the corporation's expense upon
832 application of a director who has been refused such
833 inspection rights; providing exceptions; requiring the
834 court to expedite such application; authorizing a
835 court that orders access to such records to include
836 specific provisions protecting the corporation from
837 undue burden or expense and prohibiting the director
838 from using such information obtained for a specified
839 purpose; authorizing the court to order the
840 corporation to reimburse the director for the costs
841 incurred for the application; amending s. 617.1622,
842 F.S.; revising the information to be included in a
843 domestic or foreign corporation's annual report to the
844 department; providing that if the name or address of a
845 registered agent in a corporation's annual report
846 differs from the records of the department, the annual
847 report is considered a statement of change; revising
848 when the first annual report must be delivered to the
849 department; providing reporting requirements for
850 specified entities involved in certain mergers,
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851 conversions, or domestications; creating s.
852 617.180301, F.S.; providing construction; requiring a
853 domesticating corporation to enter into a plan of
854 domestication; specifying what must be included in a
855 plan of domestication; authorizing the terms of a plan
856 of domestication to be made dependent upon facts
857 objectively ascertainable outside the plan; providing
858 applicability; creating s. 617.18031, F.S.; providing
859 the manner in which a domestication of a domestic
860 corporation into a foreign jurisdiction must be
861 adopted; creating s. 617.18032, F.S.; providing that
862 articles of domestication must be signed by the
863 domesticating corporation after certain circumstances;
864 specifying information to be included in the articles
865 of domestication; requiring that certain information
866 be included in the articles of domestication for a
867 domesticated corporation that is seeking to become a
868 domestic corporation; requiring that articles of
869 domestication be filed with the department and take
870 effect within certain timeframes; specifying when the
871 domestications of domestic and foreign corporations
872 are effective; providing that a domesticating foreign
873 corporation's certificate of authority is
874 automatically canceled when domestication becomes
875 effective; authorizing the filing of a certified copy
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876 of the articles of domestication in any county in this
877 state in which the domesticating corporation holds an
878 interest in real property; creating s. 617.18033,
879 F.S.; authorizing the amending of a plan of
880 domestication of a domestic corporation in certain
881 manners; authorizing the abandoning of a plan of
882 domestication under certain circumstances in the same
883 manner that the plan was approved or determined by the
884 board of directors; requiring a domesticating
885 corporation seeking to abandon domestication to send
886 to the department a statement of abandonment before
887 the articles of domestication become effective;
888 specifying the information the statement of
889 abandonment must include; creating s. 617.18034, F.S.;
890 specifying effects of domestication with respect to
891 rights, responsibilities, and liabilities; providing
892 that a domestication does not constitute or cause the
893 dissolution of the domesticating corporation;
894 prohibiting the diversion for any other purpose of
895 certain property held in trust or otherwise dedicated
896 to a charitable purpose and held by a domestic of
897 foreign corporation immediately before a domestication
898 becomes effective; providing that any bequest, devise,
899 gift, grant, or promise in certain instruments inures
900 to the domesticated corporation; providing that a
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901 trust obligation that would govern property if the
902 property is transferred to the domesticating
903 corporation applies to property that is transferred to
904 the domesticated corporation after domestication takes
905 effect; creating s. 617.1804, F.S.; specifying what
906 certain domestic and foreign entities may convert to
907 under certain circumstances; specifying applicability
908 of certain provisions in certain protected agreements
909 of a domestic converting corporation; creating s.
910 617.18041, F.S.; prohibiting a domestic corporation
911 that holds property for a charitable purpose from
912 becoming a domestic eligible entity or a foreign
913 eligible entity; providing an exception; creating s.
914 617.18042, F.S.; authorizing a domestic corporation to
915 convert to a domestic or foreign eligible entity by
916 approving a plan of conversion; specifying the
917 information to be included in the plan of conversion;
918 providing that the terms of a plan of conversion may
919 be made dependent upon facts objectively ascertainable
920 outside the plan; creating s. 617.18043, F.S.;
921 providing for the adoption of a plan of conversion for
922 a domestic corporation converting to a domestic or
923 foreign eligible entity other than a domestic
924 corporation; creating s. 617.18044, F.S.; requiring
925 specified entities that have had plans of conversion
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926 adopted and approved to sign articles of conversion;
927 specifying the information to be included in such
928 articles of conversion; requiring a converted domestic
929 corporation to satisfy the requirements of filing its
930 articles of incorporation; providing an exception;
931 requiring that certain domestic eligible entities'
932 organic records, if any, satisfy certain requirements;
933 providing an exception; requiring that articles of
934 conversion be delivered to the department for filing
935 and take effect on a specified date; specifying when
936 certain entities' conversions become effective;
937 authorizing the filing of articles of conversion in
938 combination with any filing required for certain
939 entities; providing that an eligible entity that is a
940 foreign eligible entity's foreign qualification
941 cancels automatically on the effective date of its
942 conversion; authorizing the filing of a certified copy
943 of the articles of conversion in the official records
944 of any county in this state in which the converting
945 eligible entity holds an interest in real property;
946 creating s. 617.18045, F.S.; authorizing the amending
947 of a plan of conversion of a converting eligible
948 entity that is a domestic corporation under certain
949 circumstances; authorizing such converting eligible
950 entity to abandon the plan of conversion without
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951 action by its interest holders under certain
952 circumstances; requiring a converting eligible entity
953 to sign and deliver to the department for filing a
954 statement of abandonment if the conversion is
955 abandoned after the articles of conversion have been
956 delivered to the department but before the articles of
957 conversion become effective; specifying when the
958 statement of abandonment takes effect; specifying the
959 information a statement of abandonment must contain;
960 creating s. 617.18046, F.S.; specifying the effect of
961 a conversion of an eligible entity; providing that
962 certain interest holders of certain eligible entities
963 who become subject to interest holder liability as a
964 result of the conversion have such interest holder
965 liability only in respect of interest holder
966 liabilities that arise after the conversion becomes
967 effective; providing that a conversion does not
968 require the converting eligible entity to wind up its
969 affairs or cause the dissolution or termination of the
970 entity; prohibiting certain property held for
971 charitable purposes immediately before conversion of
972 specified entities from being diverted from the
973 purposes for which such property was given; providing
974 exceptions; providing that any bequest, devise, gift,
975 grant, or promise contained in certain instruments
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976 made to a converting eligible entity takes effect or
977 remains payable after the conversion inures to the
978 converted eligible entity; providing for applicability
979 of certain trust obligations under certain
980 circumstances; amending s. 617.2005, F.S.; revising
981 the manner in which a court may dissolve an extinct
982 church or religious society; amending s. 617.2006,
983 F.S.; deleting certain provisions relating to a labor
984 union or body filing its articles of incorporation in
985 the applicable circuit court; amending ss. 39.8298,
986 381.00316, 605.1025, 617.0102, 617.0121, 617.0122,
987 617.0125, 617.02011, 617.0203, 617.0205, 617.0301,
988 617.0504, 617.0806, 617.0824, 617.0825, 617.0831,
989 617.0901, 617.1008, 617.1009, 617.1404, 617.1422,
990 617.1423, 617.1501, 617.1510, 617.1606, 617.1623,
991 617.1701, 617.1702, 617.1703, 617.1711, 617.1808,
992 617.1809, 617.1904, 617.1907, 617.1908, 617.2001,
993 617.2002, 617.2003, 617.2007, 617.2101, 617.221,
994 620.2108, 620.8918, 628.910, 768.38, and 893.055,
995 F.S.; conforming provisions to changes made by the
996 act; conforming cross-references; making technical
997 changes; repealing ss. 617.07401, 617.0822, 617.1108,
998 617.1301, 617.1302, 617.1531, 617.1533, 617.1803,
999 617.1805, 617.1806, 617.1807, and 617.2102, F.S.,
1000 relating to members' derivative actions; notice of
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1001 meetings; merger of domestic corporation and other
1002 eligible entities; prohibited distributions;
1003 authorized distributions; procedure for and effect of
1004 revocation; reinstatement following revocation;
1005 domestication of foreign not-for-profit corporations;
1006 corporations for profit and when they may become
1007 corporations not for profit; conversion to corporation
1008 not for profit, petition, and contents; conversion to
1009 corporation not for profit and authority of circuit
1010 judge; and fines and penalties against members,
1011 respectively; reenacting s. 617.1007(3), F.S.,
1012 relating to restated articles of incorporation, to
1013 incorporate the amendments to ss. 617.01201 and
1014 617.1006, F.S., in references thereto; reenacting s.
1015 295.21(5)(a), F.S., relating to Florida Is For
1016 Veterans, Inc., to incorporate the amendment made to
1017 s. 617.0302, F.S., in a reference thereto; reenacting
1018 ss. 409.987(4)(b), 718.1265(1), 719.128(1), and
1019 720.316(1), F.S., relating to lead agency procurement,
1020 boards, and conflicts of interest; association
1021 emergency powers; association emergency powers; and
1022 association emergency powers, respectively, to
1023 incorporate the amendment made to s. 617.0830, F.S.,
1024 in references thereto; reenacting s. 718.3027(2) and
1025 (5), F.S., relating to conflicts of interest, to
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1026 incorporate the amendment made to s. 617.0832, F.S.,
1027 in references thereto; reenacting s. 720.3033(2)(a)
1028 and (b) and (3), F.S., relating to officers and
1029 directors, respectively, to incorporate the amendments
1030 made to ss. 617.0832 and 617.0834, F.S., in references
1031 thereto; reenacting s 721.13(13)(a), F.S., relating to
1032 management, to incorporate the amendment made to s.
1033 617.0834, F.S., in a reference thereto; reenacting s.
1034 718.111(1)(d), F.S., relating to the association, to
1035 incorporate the amendments made to ss. 617.0830 and
1036 617.0834, F.S., in references thereto; providing an
1037 effective date.
1038
1039 Be It Enacted by the Legislature of the State of Florida:
1040
1041 Section 1. Section 617.01011, Florida Statutes, is amended
1042 to read:
1043 617.01011 Short title.—This chapter act may be cited as
1044 the "Florida Nonprofit Not For Profit Corporation Act."
1045 Section 2. Subsections (1), (2), (3), (7), and (8) of
1046 section 617.01201, Florida Statutes, are amended, subsection
1047 (10) is added to that section, and subsection (9) of that
1048 section is reenacted, to read:
1049 617.01201 Filing requirements.—
1050 (1) A document must satisfy the requirements of this
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1051 section and of any other section that adds to or varies these
1052 requirements to be entitled to filing by the department of
1053 State.
1054 (2) This chapter act must require or permit filing the
1055 document in the office of the department of State.
1056 (3) The document must contain the information required by
1057 this chapter act. It may contain other information as well.
1058 (7) The person executing the document shall sign it and
1059 state beneath or opposite such person's his or her signature
1060 such person's his or her name and the capacity in which such
1061 person he or she signs. The document may, but need not, contain
1062 the corporate seal, an attestation, an acknowledgment, or a
1063 verification:
1064 (a) The corporate seal,
1065 (b) An attestation by the secretary or an assistant
1066 secretary,
1067 (c) An acknowledgment, verification, or proof.
1068 (8) If the department of State has prescribed a mandatory
1069 form for the document under s. 617.0121, the document must be in
1070 or on the prescribed form.
1071 (9) The document must be delivered to the department for
1072 filing. Delivery may be made by electronic transmission if and
1073 to the extent allowed by the department. If the document is
1074 filed in typewritten or printed form and not transmitted
1075 electronically, the department may require that one exact or
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1076 conformed copy be delivered with the document, except as
1077 provided in s. 617.1508. The document must be accompanied by the
1078 correct filing fee and any other tax or penalty required by law.
1079 (10) Whenever this chapter allows any of the terms of a
1080 plan or a filed document to be dependent upon facts objectively
1081 ascertainable outside the plan or filed document, the following
1082 apply:
1083 (a) The plan or filed document must set forth the manner
1084 in which the facts will operate upon the terms of the plan or
1085 filed document.
1086 (b) The facts may include, but are not limited to:
1087 1. Any of the following which are available in a
1088 nationally recognized news or information medium either in print
1089 or electronically:
1090 a. Statistical or market indices;
1091 b. Market prices of any security or group of securities;
1092 c. Interest rates;
1093 d. Currency exchange rates; and
1094 e. Similar economic or financial data;
1095 2. A determination or action by any person or body,
1096 including the corporation or any other party to a plan or filed
1097 document; or
1098 3. The terms of, or actions taken under, an agreement to
1099 which the corporation is a party, or any other agreement or
1100 document.
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1101 (c) The following provisions of a plan or filed document
1102 may not be made dependent upon facts outside the plan or filed
1103 document:
1104 1. The name and address of any person required in a filed
1105 document;
1106 2. The registered office of any entity required in a filed
1107 document;
1108 3. The registered agent of any entity required in a filed
1109 document;
1110 4. The effective date of a filed document; and
1111 5. Any required statement in a filed document of the date
1112 on which the underlying transaction was approved or the manner
1113 in which that approval was given.
1114 (d) If a provision of a filed document is made dependent
1115 upon a fact ascertainable outside of the filed document, and
1116 that fact is not ascertainable by reference to a source
1117 described in subparagraph (b)1. or a document that is a matter
1118 of public record, and the affected members have not received
1119 notice of the fact from the corporation, the corporation must
1120 file with the department articles of amendment to the filed
1121 document setting forth the fact promptly after the time when the
1122 fact referred to is first ascertainable or thereafter changes.
1123 Articles of amendment under this section are deemed to be
1124 authorized by the authorization of the original filed document
1125 to which they relate and may be filed by the corporation without
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1126 further action by the board of directors or the members.
1127 (e) As used in this subsection, the term:
1128 1. "Filed document" means a document filed with the
1129 department pursuant to this chapter, except for a document filed
1130 pursuant to ss. 617.1501–617.1532.
1131 2. "Plan" means a plan of merger, a plan of conversion, or
1132 a plan of domestication.
1133 Section 3. Section 617.0123, Florida Statutes, is amended
1134 to read:
1135 617.0123 Effective time and date of document.—
1136 (1) Except as provided in subsection (1) (2) and in s.
1137 617.0124(3), a document accepted for filing under this chapter
1138 may specify an is effective at the time and a delayed effective
1139 date. In the case of the initial articles of incorporation, a
1140 prior effective date may be specified in the articles of
1141 incorporation if such date is within 5 business days before the
1142 date of filing of filing on the date it is filed, as evidenced
1143 by the Department of State's date and time endorsement on the
1144 original document.
1145 (1) Subject to s. 617.0124(3), a document accepted for
1146 filing is effective under any of the following conditions:
1147 (a) If the record filed does not specify an effective time
1148 and does not specify a prior or a delayed effective date, on the
1149 date and at the time the record is accepted, as evidenced by the
1150 department's endorsement of the date and time on the filing.
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1151 (b) If the record filed specifies an effective time, but
1152 not a prior or delayed effective date, on the date the record is
1153 accepted, as evidenced by the department's endorsement, and at
1154 the time specified in the filing.
1155 (c) If the record filed specifies a delayed effective
1156 date, but not an effective time, at 12:01 a.m. on the earlier
1157 of:
1158 1. The specified date; or
1159 2. The 90th day after the date the record is filed.
1160 (d) If the record filed specifies a delayed effective date
1161 and an effective time, at the specified time on the earlier of:
1162 1. The specified date; or
1163 2. The 90th day after the date the record is filed.
1164 (e) If the record filed is of initial articles of
1165 incorporation and specifies an effective date before the date of
1166 the filing, but no effective time, at 12:01 a.m. on the later
1167 of:
1168 1. The specified date; or
1169 2. The 5th business day before the date the record is
1170 filed.
1171 (f) If the record filed is of initial articles of
1172 incorporation and specifies an effective time and an effective
1173 date before the date of the filing, at the specified time on the
1174 later of:
1175 1. The specified date; or
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1176 2. The 5th business day before the date the record is
1177 filed.
1178 (2) If the record filed does not specify the time zone or
1179 place at which the date or time, or both, is to be determined,
1180 the date or time, or both, at which it becomes effective will be
1181 those prevailing at the place of filing in this state A document
1182 may specify a delayed effective date, and if it does the
1183 document shall become effective on the date specified. Unless
1184 otherwise permitted by this act, a delayed effective date for a
1185 document may not be later than the 90th day after the date on
1186 which it is filed.
1187 (3) If a document is determined by the department of State
1188 to be incomplete and inappropriate for filing, the department of
1189 State may return the document to the person or corporation
1190 filing it, together with a brief written explanation of the
1191 reason for the refusal to file, in accordance with s.
1192 617.0125(3). If the applicant returns the document with
1193 corrections in accordance with the rules of the department
1194 within 60 days after it was mailed to the applicant by the
1195 department, and if at the time of return the applicant so
1196 requests in writing, the filing date of the document will be the
1197 filing date that would have been applied had the original
1198 document not been deficient, except as to persons who relied on
1199 the record before correction and were adversely affected
1200 thereby.
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1201 (4) Corporate existence may predate the filing date,
1202 pursuant to s. 617.0203(1).
1203 Section 4. Section 617.0124, Florida Statutes, is amended
1204 to read:
1205 617.0124 Correcting filed document; withdrawal of filed
1206 record before effectiveness.—
1207 (1) A domestic or foreign corporation may correct a
1208 document filed by the department within 30 days after filing if:
1209 (a) The document contains an inaccuracy incorrect
1210 statement;
1211 (b) The document contains false, misleading, or fraudulent
1212 information;
1213 (c) The document was defectively executed, attested,
1214 sealed, verified, or acknowledged; or
1215 (d) The electronic transmission of the document to the
1216 department was defective.
1217 (2) A document is corrected:
1218 (a) By preparing articles of correction that:
1219 1. Describe the document, including its filing date, or
1220 attach a copy of the document to the articles of correction;
1221 2. Specify the inaccuracy or defect incorrect statement
1222 and the reason it is incorrect or the manner in which the
1223 execution was defective; and
1224 3. Correct the inaccuracy or defect incorrect statement or
1225 defective execution; and
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1226 (b) By delivering the executed articles of correction to
1227 the department for filing.
1228 (3) Articles of correction are effective on the effective
1229 date of the document they correct except as to persons relying
1230 on the uncorrected document and who are adversely affected by
1231 the correction. As to those persons, articles of correction are
1232 effective when filed.
1233 (4) Articles of correction may not contain a delayed
1234 effective date for the correction.
1235 (5) Unless otherwise provided for in s. 617.1103(3) or s.
1236 617.1809(8), a filing delivered to the department may be
1237 withdrawn before it takes effect by delivering a withdrawal
1238 statement to the department for filing.
1239 (a) A withdrawal statement must:
1240 1. Be signed by each person who signed the filing being
1241 withdrawn, except as otherwise agreed to by such persons;
1242 2. Identify the filing to be withdrawn; and
1243 3. If not signed by all persons who signed the filing
1244 being withdrawn, state that the filing is withdrawn in
1245 accordance with the agreement of all persons who signed the
1246 filing.
1247 (b) Upon the filing by the department of a withdrawal
1248 statement, the action or transaction evidenced by the original
1249 filing does not take effect.
1250 (6) Articles of correction that are filed to correct
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1251 false, misleading, or fraudulent information are not subject to
1252 a fee of the department if the articles of correction are
1253 delivered to the department within 15 days after the
1254 notification of filing sent pursuant to s. 617.0125(2).
1255 Section 5. Section 617.0126, Florida Statutes, is amended
1256 to read:
1257 617.0126 Appeal from department's Department of State's
1258 refusal to file document.—If the department of State refuses to
1259 file a document delivered to its office for filing, within 30
1260 days after return of the document by the department by mail, as
1261 evidenced by the postmark, the domestic or foreign corporation
1262 may:
1263 (1) Appeal the refusal pursuant to s. 120.68; or
1264 (2) Petition the Circuit Court of Leon County to compel
1265 filing of the document. Appeal the refusal to the circuit court
1266 of the county where the corporation's principal office (or, if
1267 none in this state, its registered office) is or will be
1268 located. The appeal is commenced by petitioning the court to
1269 compel filing the document and by attaching to the petition The
1270 document and the department's department of State's explanation
1271 of its refusal to file must be attached to the petition. The
1272 matter shall promptly be tried de novo by the court without a
1273 jury. The court may decide the matter in a summary proceeding,
1274 and the court may summarily order the department of State to
1275 file the document or take other action the court considers
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1276 appropriate. The court's final decision may be appealed as in
1277 other civil proceedings.
1278 Section 6. Section 617.0127, Florida Statutes, is amended
1279 to read:
1280 617.0127 Certificates to be received in evidence;
1281 evidentiary effect of certified copy of filed document.—All
1282 certificates issued by the department pursuant to this chapter
1283 must be taken and received in all courts, public offices, and
1284 official bodies as prima facie evidence of the facts stated
1285 therein. A certificate attached to a copy of a document filed by
1286 the department of State, bearing the signature of the Secretary
1287 of State, (which may be in facsimile,) and the seal of this
1288 state, is conclusive evidence that the original document is on
1289 file with the department.
1290 Section 7. Subsection (1) of section 617.0128, Florida
1291 Statutes, is amended, and subsection (2) of that section is
1292 reenacted, to read:
1293 617.0128 Certificate of status.—
1294 (1) Anyone may apply to The department, upon request,
1295 shall issue of State to furnish a certificate of status for a
1296 domestic corporation or a certificate of authorization for a
1297 foreign corporation.
1298 (2) A certificate of status or authorization sets forth:
1299 (a) The domestic corporation's corporate name or the
1300 foreign corporation's corporate name used in this state;
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1301 (b)1. That the domestic corporation is duly incorporated
1302 under the law of this state and the date of its incorporation,
1303 or
1304 2. That the foreign corporation is authorized to conduct
1305 its affairs in this state;
1306 (c) That all fees and penalties owed to the department
1307 have been paid, if:
1308 1. Payment is reflected in the records of the department,
1309 and
1310 2. Nonpayment affects the existence or authorization of
1311 the domestic or foreign corporation;
1312 (d) That its most recent annual report required by s.
1313 617.1622 has been delivered to the department; and
1314 (e) That articles of dissolution have not been filed.
1315 Section 8. Section 617.01301, Florida Statutes, is amended
1316 to read:
1317 617.01301 Powers of department of State.—
1318 (1) The department of State may propound to any
1319 corporation subject to the provisions of this chapter act, and
1320 to any officer or director thereof, such interrogatories as may
1321 be reasonably necessary and proper to enable it to ascertain
1322 whether the corporation has complied with all applicable filing
1323 provisions of this chapter act. Such interrogatories must be
1324 answered within 30 days after mailing or within such additional
1325 time as fixed by the department. Answers to interrogatories must
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1326 be full and complete, in writing, and under oath.
1327 Interrogatories directed to an individual must be answered by
1328 that individual him or her, and interrogatories directed to a
1329 corporation must be answered by an authorized officer or
1330 director of the corporation, by a member if there are no
1331 officers or directors of the corporation, or by a fiduciary if
1332 the corporation is in the hands of a receiver, trustee, or other
1333 court-appointed fiduciary the president, vice president,
1334 secretary, or assistant secretary.
1335 (2) The department of State is not required to file any
1336 document:
1337 (a) To which interrogatories, as propounded pursuant to
1338 subsection (1) relate, until the interrogatories are answered in
1339 full;
1340 (b) When interrogatories or other relevant evidence
1341 discloses that such document is not in conformity with the
1342 provisions of this chapter act; or
1343 (c) When the department has determined that the parties to
1344 such document have not paid all fees, taxes, and penalties due
1345 and owing this state.
1346 (3) The department of State may, based upon its findings
1347 hereunder or as provided in s. 213.053(15), bring an action in
1348 circuit court to collect any penalties, fees, or taxes
1349 determined to be due and owing the state and to compel any
1350 filing, qualification, or registration required by law. In
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1351 connection with such proceeding the department may, without
1352 prior approval by the court, file a lis pendens against any
1353 property owned by the corporation and may further certify any
1354 findings to the Department of Legal Affairs for the initiation
1355 of any action permitted pursuant to s. 617.0503 which the
1356 Department of Legal Affairs may deem appropriate.
1357 (4) The department has of State shall have the power and
1358 authority reasonably necessary to enable it to administer this
1359 chapter act efficiently, to perform the duties herein imposed
1360 upon it, and to adopt rules pursuant to ss. 120.536(1) and
1361 120.54 to implement this chapter the provisions of this act
1362 conferring duties upon it.
1363 Section 9. Section 617.01401, Florida Statutes, is amended
1364 to read:
1365 617.01401 Definitions.—As used in this chapter, the term:
1366 (1) "Articles of incorporation" includes original,
1367 amended, and restated articles of incorporation, articles of
1368 consolidation, and articles of merger, and all amendments
1369 thereto, including documents designated by the laws of this
1370 state as charters, and, in the case of a foreign corporation,
1371 documents equivalent to articles of incorporation in the
1372 jurisdiction of incorporation.
1373 (2) "Applicable county" means the county in this state in
1374 which a corporation's principal office is located or was located
1375 when an action is or was commenced. If the corporation has, or
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1376 at the time of such action had, no principal office in this
1377 state, the applicable county is the county in which the
1378 corporation has, or at the time of such action had, an office in
1379 this state. If the corporation does not have an office in this
1380 state, the applicable county is the county in which the
1381 corporation's registered office is or was last located.
1382 (3) "Authorized entity" means any of the following:
1383 (a) A corporation for profit.
1384 (b) A limited liability company.
1385 (c) A limited liability partnership.
1386 (d) A limited partnership, including a limited liability
1387 limited partnership.
1388 (4)(2) "Board of directors" means the group of persons
1389 vested with the management of the affairs of the corporation
1390 irrespective of the name by which such group is designated,
1391 including, but not limited to, managers or trustees.
1392 (5)(3) "Bylaws" means the code or codes of rules adopted
1393 for the regulation or management of the affairs of the
1394 corporation irrespective of the name or names by which such
1395 rules are designated.
1396 (6) "Charitable asset" means property that is given,
1397 received, or held for a charitable purpose.
1398 (7) "Charitable purpose" means a purpose that:
1399 (a) Would make a corporation organized and operated
1400 exclusively for that purpose eligible to be exempt from taxation
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1401 under s. 501(c)(3) of the Internal Revenue Code of 1986, as
1402 amended, or
1403 (b) Is considered charitable under the law of this state
1404 other than as set forth in the Internal Revenue Code of 1986, as
1405 amended.
1406 (8)(4) "Corporation" or "domestic corporation" means a
1407 nonprofit corporation not for profit, subject to the provisions
1408 of this chapter, except a foreign corporation.
1409 (5) "Corporation not for profit" means a corporation no
1410 part of the income or profit of which is distributable to its
1411 members, directors, or officers, except as otherwise provided
1412 under this chapter.
1413 (9)(6) "Department" means the Florida Department of State.
1414 (7) "Distribution" means the payment of a dividend or any
1415 part of the income or profit of a corporation to its members,
1416 directors, or officers.
1417 (a) A donation or transfer of corporate assets or income
1418 to or from another not-for-profit corporation qualified as tax-
1419 exempt under s. 501(c) of the Internal Revenue Code or a
1420 governmental organization exempt from federal and state income
1421 taxes, if such corporation or governmental organization is a
1422 member of the corporation making such donation or transfer, is
1423 not a distribution for purposes of this chapter.
1424 (b) A dividend or distribution by a not-for-profit
1425 insurance company subsidiary to its mutual insurance holding
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1426 company organized under part III of chapter 628, directly or
1427 indirectly through one or more intermediate holding companies
1428 authorized under that part, is not a distribution for the
1429 purposes of this chapter.
1430 (10)(8) "Electronic transmission" means any form of
1431 communication, not directly involving the physical transmission
1432 or transfer of paper, which creates a record that may be
1433 retained, retrieved, and reviewed by a recipient and which may
1434 be directly reproduced in a comprehensible and legible paper
1435 form by such recipient through an automated process. Examples of
1436 electronic transmission include, but are not limited to,
1437 electronic mail, telegrams, facsimile, and transmissions through
1438 the Internet transmissions of images, and text that is sent via
1439 electronic mail between computers.
1440 (11)(a) "Eligible entity" means a domestic or foreign:
1441 1. Corporation or corporation for profit;
1442 2. General partnership, including a limited liability
1443 partnership;
1444 3. Limited partnership, including a limited liability
1445 limited partnership;
1446 4. Limited liability company; or
1447 5. Other unincorporated entity.
1448 (b) The term does not include:
1449 1. An individual;
1450 2. An association or relationship that is not a
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1451 partnership solely by reason of s. 620.8202(2) or a similar
1452 provision of the law of another jurisdiction;
1453 3. A decedent's estate; or
1454 4. A government or a governmental subdivision, agency or
1455 instrumentality.
1456 (12) "Eligible interest" means:
1457 (a) A share;
1458 (b) A membership; or
1459 (c) Either or both of the following rights under the
1460 organic rules governing the entity:
1461 1. The right to receive distributions from the entity
1462 either in the ordinary course of business or upon liquidation.
1463 2. The right to receive notice or vote on issues involving
1464 its internal affairs, other than as an agent, assignee, proxy,
1465 or person responsible for managing its business, activities, or
1466 affairs.
1467 (13) "Entity" includes corporations and foreign
1468 corporations; unincorporated associations; business trusts,
1469 estates, limited liability companies, partnerships, trusts, and
1470 two or more persons having a joint or common economic interest;
1471 any state, the United States, or any foreign government.
1472 (14)(9) "Foreign corporation" means a nonprofit
1473 corporation not for profit organized under laws other than the
1474 laws of this state.
1475 (15)(10) "Insolvent" means the inability of a corporation
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1476 to pay its debts as they become due in the usual course of its
1477 affairs.
1478 (16) "Interest holder" means any of the following persons:
1479 (a) A shareholder of a corporation for profit.
1480 (b) A member of a nonprofit corporation.
1481 (c) A general partner of a general partnership.
1482 (d) A general partner of a limited partnership.
1483 (e) A limited partner of a limited partnership.
1484 (f) A member of a limited liability company.
1485 (g) A shareholder or beneficial owner of a real estate
1486 investment trust.
1487 (h) A beneficiary or beneficial owner of a statutory
1488 trust, business trust, or common law business trust.
1489 (i) Another direct holder of an interest.
1490 (17) "Interest holder liability" means:
1491 (a) Personal liability for a liability of an entity which
1492 arises, except as otherwise provided in the organic rules of the
1493 entity, when the entity incurs the liability and which is
1494 imposed on a person:
1495 1. Solely by reason of the status of the person as an
1496 interest holder; or
1497 2. By the organic rules of the entity which make one or
1498 more specified interest holders or categories of interest
1499 holders liable in their capacity as interest holders for all or
1500 specified liabilities of the entity; or
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1501 (b) An obligation of an interest holder under the organic
1502 rules of an entity to contribute to the entity.
1503 (18)(11) "Mail" means the United States mail, facsimile
1504 transmissions, and private mail carriers handling nationwide
1505 mail services.
1506 (19)(12) "Member" means one having membership rights in a
1507 corporation in accordance with the provisions of its articles of
1508 incorporation or bylaws or the provisions of this chapter.
1509 (13) "Mutual benefit corporation" means a domestic
1510 corporation that is not organized primarily or exclusively for
1511 religious purposes; is not recognized as exempt under s.
1512 501(c)(3) of the Internal Revenue Code; and is not organized for
1513 a public or charitable purpose that is required upon its
1514 dissolution to distribute its assets to the United States, a
1515 state, a local subdivision thereof, or a person that is
1516 recognized as exempt under s. 501(c)(3) of the Internal Revenue
1517 Code. The term does not include an association organized under
1518 chapter 718, chapter 719, chapter 720, or chapter 721, or any
1519 corporation where membership in the corporation is required
1520 pursuant to a document recorded in county property records.
1521 (20) "Nonprofit corporation" means a corporation no part
1522 of the income or profit of which is distributable to its
1523 members, directors, or officers, except as otherwise provided
1524 under this chapter.
1525 (21) "Organic rules" means the public organic record and
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1526 private organic rules of an entity.
1527 (22)(14) "Person" includes an individual and entity.
1528 (23) "Private organic rules" means the rules, regardless
1529 of whether in a record, which govern the internal affairs of an
1530 entity, are binding on all its interest holders, and are not
1531 part of its public organic record, if any. If the private
1532 organic rules are amended or restated, the term means the
1533 private organic rules as last amended or restated. The term
1534 includes any of the following:
1535 (a) The bylaws of a corporation for profit.
1536 (b) The bylaws of a nonprofit corporation.
1537 (c) The partnership agreement of a general partnership.
1538 (d) The partnership agreement of a limited partnership.
1539 (e) The operating agreement, limited liability company
1540 agreement, or similar agreement of a limited liability company.
1541 (f) The bylaws, trust instrument, or similar rules of a
1542 real estate investment trust.
1543 (g) The trust instrument of a statutory trust or similar
1544 rules of a business trust or common law business trust.
1545 (24) "Protected agreement" means any of the following:
1546 (a) A document evidencing indebtedness of a domestic
1547 corporation or eligible entity and any related agreement in
1548 effect immediately before July 1, 2026.
1549 (b) An agreement that is binding on a domestic corporation
1550 or eligible entity immediately before July 1, 2026.
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1551 (c) The articles of incorporation or bylaws of a domestic
1552 corporation or the organic rules of a domestic eligible entity,
1553 in each case in effect immediately before July 1, 2026.
1554 (d) An agreement that is binding on any of the interest
1555 holders, directors, or other governors of a domestic corporation
1556 or eligible entity, in their capacities as such, immediately
1557 before July 1, 2026.
1558 (25) "Public organic record" means a record, the filing of
1559 which by a governmental body is required to form an entity, and
1560 an amendment to or restatement of such record. When a public
1561 organic record has been amended or restated, the term means the
1562 public organic record as last amended or restated. The term
1563 includes any of the following:
1564 (a) The articles of incorporation of a corporation for
1565 profit.
1566 (b) The articles of incorporation of a nonprofit
1567 corporation.
1568 (c) The certificate of limited partnership of a limited
1569 partnership.
1570 (d) The articles of organization, certificate of
1571 organization, or certificate of formation of a limited liability
1572 company.
1573 (e) The articles of incorporation of a general cooperative
1574 association or a limited cooperative association.
1575 (f) The certificate of trust of a statutory trust or
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1576 similar record of a business trust.
1577 (g) The articles of incorporation of a real estate
1578 investment trust.
1579 (26)(15) "Successor entity" means any trust, receivership,
1580 or other legal entity that is governed by the laws of this state
1581 to which the remaining assets of the and liabilities of a
1582 dissolved corporation are transferred, subject to its
1583 liabilities, for purposes of liquidation and that exists solely
1584 for the purposes of prosecuting and defending suits by or
1585 against the dissolved corporation and enabling the dissolved
1586 corporation to settle and close the business of the dissolved
1587 corporation, to dispose of and convey the property of the
1588 dissolved corporation, to discharge the liabilities of the
1589 dissolved corporation, and to distribute to the dissolved
1590 corporation's members any remaining assets, but not for the
1591 purpose of continuing the business for which the dissolved
1592 corporation was organized.
1593 (27)(16) "Voting power" means the total number of votes
1594 entitled to be cast for the election of directors at the time
1595 the determination of voting power is made, excluding a vote that
1596 is contingent upon the happening of a condition or event that
1597 has not yet occurred. If the corporation's directors are not
1598 elected by the members, voting power must, unless otherwise
1599 provided in the articles of incorporation or bylaws, be on a
1600 one-member, one-vote basis. If the members of a class are
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1601 entitled to vote as a class to elect directors, the
1602 determination of the voting power of the class is based on the
1603 percentage of the number of directors the class is entitled to
1604 elect relative to the total number of authorized directors. If
1605 the corporation's directors are not elected by the members,
1606 voting power shall, unless otherwise provided in the articles of
1607 incorporation or bylaws, be on a one-member, one-vote basis.
1608 Section 10. Subsections (1) through (6), (8), and (9) of
1609 section 617.0141, Florida Statutes, are amended to read:
1610 617.0141 Notice.—
1611 (1) Notice under this chapter act must be in writing,
1612 unless oral notice is:
1613 (a) Expressly authorized by the articles of incorporation
1614 or the bylaws; and
1615 (b) Reasonable under the circumstances.
1616 (2) Written notice may be communicated by mail, electronic
1617 mail, facsimile in person; by telephone (where oral notice is
1618 permitted), telegraph, teletype, or other form of electronic
1619 transmission; or by mail. When oral notice is permitted, notice
1620 may be communicated in person, by telephone, or other electronic
1621 transmission by means of which all persons participating can
1622 hear each other.
1623 (3) Written notice by a domestic or foreign corporation
1624 authorized to conduct its affairs in this state to its member,
1625 if in a comprehensible form, is effective under any of the
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1626 following circumstances:
1627 (a) When mailed, if mailed postpaid and correctly
1628 addressed to the member's address shown in the domestic or
1629 foreign corporation's current record of members.;
1630 (b) When actually transmitted by facsimile
1631 telecommunication, if correctly directed to a telephone number
1632 at which the member has consented to receive notice.;
1633 (c) When actually transmitted by electronic mail, if
1634 correctly directed to an electronic mail address at which the
1635 member has consented to receive notice.;
1636 (d) When posted on an electronic network that the member
1637 has consented to consult, upon the later of:
1638 1. Such correct posting; or
1639 2. The giving of a separate notice to the member of the
1640 fact of such specific posting.; or
1641 (e) When correctly transmitted to the member, if by any
1642 other form of electronic transmission consented to by the member
1643 to whom notice is given.
1644 (4) Consent by a member to receive notice by electronic
1645 transmission is shall be revocable by the member by written
1646 notice to the domestic or foreign corporation. Any such consent
1647 is shall be deemed revoked if:
1648 (a) The domestic or foreign corporation is unable to
1649 deliver by electronic transmission two consecutive notices given
1650 by the domestic or foreign corporation in accordance with such
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1651 consent; and
1652 (b) Such inability becomes known to the secretary or an
1653 assistant secretary of the domestic or foreign corporation, or
1654 other authorized person responsible for the giving of notice.
1655 However, the inadvertent failure to treat such inability as a
1656 revocation does not invalidate any meeting or other action.
1657 (5) Written notice to a domestic or foreign corporation
1658 authorized to conduct its affairs in this state may be addressed
1659 to its registered agent at its registered office. Written notice
1660 may also be delivered or to the domestic or foreign corporation
1661 or its secretary at its principal office shown in its most
1662 recent annual report or, in the case of a domestic or foreign
1663 corporation that has not yet delivered an annual report, in a
1664 domestic corporation's articles of incorporation or in a foreign
1665 corporation's application for certificate of authority.
1666 (6) Except as provided in subsection (3) or elsewhere in
1667 this chapter act, written notice, if in a comprehensible form,
1668 is effective at the earliest date of any of the following:
1669 (a) When received.;
1670 (b) Five days after its deposit in the United States mail,
1671 as evidenced by the postmark, if mailed postpaid and correctly
1672 addressed.; or
1673 (c) On the date shown on the return receipt, if sent by
1674 registered or certified mail, return receipt requested, and the
1675 receipt is signed by or on behalf of the addressee.
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1676 (8) An affidavit of the secretary, an assistant secretary,
1677 the transfer agent, or other authorized agent of the domestic or
1678 foreign corporation that the notice has been given by a form of
1679 electronic transmission is, in the absence of fraud, prima facie
1680 evidence of the facts stated in the notice.
1681 (9) If this chapter act prescribes notice requirements for
1682 particular circumstances, those requirements govern. If articles
1683 of incorporation or bylaws prescribe notice requirements not
1684 less stringent than the requirements of this section or other
1685 provisions of this chapter act, those requirements govern.
1686 Section 11. Section 617.0143, Florida Statutes, is created
1687 to read:
1688 617.0143 Qualified director.—
1689 (1) For purposes of this chapter, the term:
1690 (a) "Material interest" means an actual or potential
1691 benefit or detriment, other than one which would devolve on the
1692 corporation or the members generally, which would reasonably be
1693 expected to impair the objectivity of the director's judgment
1694 when participating in the action to be taken. For a corporation
1695 that is regulated by chapter 718, chapter 719, chapter 720,
1696 chapter 721, or chapter 723, or a corporation when membership in
1697 such corporation is required pursuant to a document recorded in
1698 the county property records, a "material interest" is limited to
1699 familial, financial, professional, or employment interests.
1700 (b) "Material relationship" means a familial, financial,
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1701 professional, employment, or other relationship that would
1702 reasonably be expected to impair the objectivity of the
1703 director's judgment when participating in the action to be
1704 taken.
1705 (c) "Qualified director" is a director who, at the time
1706 action is to be taken under:
1707 1. Section 617.0744, and who does not have an interest in
1708 the outcome of the proceeding or has a material relationship
1709 with a person who has an interest in the outcome of the
1710 proceeding;
1711 2. Section 617.0832, and who is not a director as to whom
1712 the transaction is a director's conflict of interest
1713 transaction, or who has a material relationship with another
1714 director as to whom the transaction is a director's conflict of
1715 interest transaction; or
1716 3. Section 617.0831, with respect to the application of
1717 ss. 607.0850-607.0859, and who:
1718 a. Is not a party to the proceeding;
1719 b. Is not a director as to whom a transaction is a
1720 director's conflict of interest transaction, which transaction
1721 is challenged in the proceeding; and
1722 c. Does not have a material relationship with a director
1723 who is disqualified by virtue of not meeting the requirements of
1724 sub-subparagraph a. or sub-subparagraph b.
1725 (2) A director is not automatically prevented from being a
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1726 qualified director if any of the following is present:
1727 (a) The nomination or election of the director to the
1728 current board of directors by any director who is not a
1729 qualified director with respect to the matter, or by any person
1730 who has a material relationship with that director, acting alone
1731 or participating with others.
1732 (b) Service as a director of another corporation of which
1733 a director who is not a qualified director with respect to the
1734 matter, or any individual who has a material relationship with
1735 that director is or was also a director.
1736 (c) With respect to actions pursuant to s. 617.0744,
1737 status as a named defendant, as a director against whom action
1738 is demanded, or as a director who approved the conduct being
1739 challenged.
1740 Section 12. Subsections (1) and (2) of section 617.0202,
1741 Florida Statutes, are amended to read:
1742 617.0202 Articles of incorporation; content.—
1743 (1) The articles of incorporation must set forth:
1744 (a) A corporate name for the corporation that satisfies
1745 the requirements of s. 617.0401;.
1746 (b) The street address of the initial principal office
1747 and, if different, the mailing address of the corporation;
1748 (c) The purpose or purposes for which the corporation is
1749 organized;
1750 (d) A statement of the manner in which the directors are
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1751 to be elected or appointed. In lieu thereof, the articles of
1752 incorporation may provide that the method of election of
1753 directors be stated in the bylaws;
1754 (e) Any provision that lawfully limits the corporate
1755 powers authorized under this chapter, not inconsistent with this
1756 act or with any other law, which limits in any manner the
1757 corporate powers authorized under this act;
1758 (f) The street address of the corporation's initial
1759 registered office and the name of its initial registered agent
1760 at that address together with a written acceptance of
1761 appointment as a registered agent as required by s. 617.0501;
1762 and
1763 (g) The name and address of each incorporator.
1764 (2) The articles of incorporation may set forth:
1765 (a) The names and addresses of the individuals who are to
1766 serve as the initial directors;
1767 (b) Any provision not inconsistent with law, regarding the
1768 regulation of the internal affairs of the corporation,
1769 including, without limitation, any provision with respect to the
1770 relative rights or interests of the members as among themselves
1771 or in the property of the corporation;
1772 (c) The manner of termination of membership in the
1773 corporation;
1774 (d) The rights, upon termination of membership, of the
1775 corporation, the terminated members, and the remaining members;
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1776 (e) The transferability or nontransferability of
1777 membership to the extent consistent with s. 617.0605;
1778 (f) The distribution of assets upon dissolution or final
1779 liquidation or, if otherwise permitted by law, upon partial
1780 liquidation;
1781 (g) If the corporation is to have one or more classes of
1782 members, any provision designating the class or classes of
1783 members and stating the qualifications and rights of the members
1784 of each class;
1785 (h) The names of any persons or the designations of any
1786 groups of persons who are to be the initial members;
1787 (i) A provision to the effect that the corporation will be
1788 subordinate to and subject to the authority of any head or
1789 national association, lodge, order, beneficial association,
1790 fraternal or beneficial society, foundation, federation, or
1791 other corporation, society, organization, or nonprofit
1792 association not for profit; and
1793 (j) Any provision that under this chapter act is required
1794 or permitted to be set forth in the bylaws. Any such provision
1795 set forth in the articles of incorporation need not be set forth
1796 in the bylaws.
1797 Section 13. Section 617.0204, Florida Statutes, is amended
1798 to read:
1799 617.0204 Liability for preincorporation transactions.—All
1800 persons purporting to act as or on behalf of a corporation,
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1801 knowing having actual knowledge that there was no incorporation
1802 under this chapter act, are jointly and severally liable for all
1803 liabilities created while so acting except for any liability to
1804 any person who also had actual knowledge that there was no
1805 incorporation.
1806 Section 14. Section 617.0206, Florida Statutes, is amended
1807 to read:
1808 617.0206 Bylaws.—The initial bylaws of a corporation shall
1809 be adopted by its board of directors unless that power is
1810 reserved to the members by the articles of incorporation. The
1811 power to alter, amend, or repeal the bylaws or adopt new bylaws
1812 is shall be vested in the board of directors unless otherwise
1813 provided in the articles of incorporation or the bylaws. The
1814 bylaws may contain any provision for the regulation and
1815 management of the affairs of the corporation not inconsistent
1816 with law or the articles of incorporation.
1817 Section 15. Subsections (1), (3), (6), (8), (12), (14),
1818 and (16) of section 617.0302, Florida Statutes, are amended, and
1819 a new subsection (16) is added to that section, to read:
1820 617.0302 Corporate powers.—Every nonprofit corporation not
1821 for profit organized under this chapter, unless otherwise
1822 provided in its articles of incorporation or bylaws, shall have
1823 power to:
1824 (1) Have succession by its corporate name for the period
1825 set forth in its articles of incorporation.
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1826 (2)(3) Adopt, use, and alter a common corporate seal.
1827 However, such seal must always contain the words "corporation
1828 not for profit" or "nonprofit corporation."
1829 (5)(6) Increase or decrease, by a vote of its members cast
1830 as the bylaws may direct, the number of its directors, subject
1831 to any minimum number of directors required under s. 617.0803 so
1832 that the number shall not be less than three but may be any
1833 number in excess thereof.
1834 (7)(8) Conduct its affairs, carry on its operations, and
1835 have offices and exercise the powers granted by this chapter act
1836 in any state, territory, district, or possession of the United
1837 States or any foreign country.
1838 (11)(12) Purchase, take, receive, subscribe for, or
1839 otherwise acquire, own, hold, vote, use, employ, sell, mortgage,
1840 lend, pledge, or otherwise dispose of and otherwise use and deal
1841 in and with, shares and other interests in, or obligations of,
1842 other entities domestic or foreign corporations, whether for
1843 profit or not for profit, associations, partnerships, or
1844 individuals, or direct or indirect obligations of the United
1845 States, or of any other government, state, territory,
1846 governmental district, municipality, or of any instrumentality
1847 thereof.
1848 (13)(14) Make donations for the public welfare or for
1849 religious, charitable, scientific, literary, educational, or
1850 other similar purposes.
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1851 (15)(16) Merge with other corporations or other eligible
1852 entities identified in s. 607.1101, both for profit and
1853 nonprofit not for profit, domestic and foreign, in accordance
1854 with the merger provisions of this chapter if the surviving
1855 corporation or other surviving eligible entity is a corporation
1856 not for profit or other eligible entity that has been organized
1857 as a not-for-profit entity under a governing statute or other
1858 applicable law that permits such a merger.
1859 (16) Be a promoter, incorporator, partner, member,
1860 associate, or manager of any corporation, joint venture, or
1861 other entity.
1862 Section 16. Section 617.0304, Florida Statutes, is amended
1863 to read:
1864 617.0304 Lack of power to act Ultra vires.—
1865 (1) Except as provided in subsection (2), the validity of
1866 corporate action, including, but not limited to, any conveyance,
1867 transfer, or encumbrance of real or personal property to or by a
1868 corporation, may not be challenged on the ground that the
1869 corporation lacks or lacked power to act.
1870 (2) A corporation's power to act may be challenged:
1871 (a) In a proceeding by a member against the corporation to
1872 enjoin the act;
1873 (b) In a proceeding by the corporation, directly,
1874 derivatively, or through a receiver, trustee, or other legal
1875 representative, or through members in a representative suit,
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1876 against an incumbent or former officer, employee, or agent of
1877 the corporation; or
1878 (c) In a proceeding by the Attorney General, as provided
1879 in this chapter act, to dissolve the corporation or in a
1880 proceeding by the Attorney General to enjoin the corporation
1881 from the transaction of unauthorized business.
1882 (3) In a member's proceeding under paragraph (2)(a) to
1883 enjoin an unauthorized corporate act, the court may enjoin or
1884 set aside the act, if equitable and if all affected persons are
1885 parties to the proceeding, and may award damages for loss (other
1886 than anticipated profits) suffered by the corporation or another
1887 party because of enjoining the unauthorized act, except the
1888 court may not award damages for anticipated profits.
1889 Section 17. Subsections (3), (4), and (5) are added to
1890 section 617.0401, Florida Statutes, to read:
1891 617.0401 Corporate name.—
1892 (3) Notwithstanding subsection (2), a corporation may
1893 register under a name that is not otherwise distinguishable on
1894 the records of the department if:
1895 (a) The other entity consents to the use and submits an
1896 undertaking in form satisfactory to the secretary of state to
1897 change its name to a name that is distinguishable upon the
1898 records of the department from the name of the applying
1899 corporation; or
1900 (b) The applicant delivers to the department a certified
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1901 copy of a final judgment of a court of competent jurisdiction
1902 establishing the applicant's right to use the name applied for
1903 in the state.
1904 (4) A corporate name as filed with the department is for
1905 public notice only and does not alone create any presumption of
1906 ownership of such name.
1907 (5) This section does not apply to the use of fictitious
1908 names.
1909 Section 18. Subsections (1), (2), (5), and (6) of section
1910 617.0403, Florida Statutes, are amended to read:
1911 617.0403 Registered name; application; renewal;
1912 revocation.—
1913 (1) A foreign corporation may register its corporate name,
1914 or its corporate name with any addition required by s. 617.1506,
1915 if the name is distinguishable upon the records of the
1916 department of State from the corporate names that are not
1917 available under s. 617.0401(1)(e).
1918 (2) A foreign corporation registers its corporate name, or
1919 its corporate name with any addition required by s. 617.1506, by
1920 delivering to the department of State for filing an application:
1921 (a) Setting forth its corporate name, or its corporate
1922 name with any addition required by s. 617.1506, the state or
1923 country and date of its incorporation, and a brief description
1924 of the nature of its purposes and the affairs in which it is
1925 engaged; and
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1926 (b) Accompanied by a certificate of existence, or a
1927 certificate setting forth that such corporation is in good
1928 standing under the laws of the state or country wherein it is
1929 organized, (or a document of similar import), from the state or
1930 country of incorporation.
1931 (5) A foreign corporation that has so registered its name
1932 the registration of which is effective may thereafter qualify to
1933 conduct its affairs in this state as a foreign corporation under
1934 the registered name or consent in writing to the use of that
1935 name by a corporation thereafter incorporated under this chapter
1936 act or by another foreign corporation thereafter authorized to
1937 conduct its affairs in this state. The registration terminates
1938 when the domestic corporation is incorporated or the foreign
1939 corporation qualifies or consents to the qualification of
1940 another foreign corporation under the registered name.
1941 (6) The department of State may revoke any registration
1942 if, after a hearing, it finds that the application therefor or
1943 any renewal thereof was not made in good faith.
1944 Section 19. Present subsections (4) and (5) of section
1945 617.0501, Florida Statutes, are redesignated as subsections (5)
1946 and (6), respectively, a new subsection (4) is added to that
1947 section, and subsections (1) and (3) and present subsection (5)
1948 and subsection (6) of that section are amended, to read:
1949 617.0501 Registered office and registered agent.—
1950 (1) Each corporation shall have and continuously maintain
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1951 in this state:
1952 (a) A registered office which may be the same as its
1953 principal office; and
1954 (b) A registered agent, who may be either:
1955 1. An individual who resides in this state whose business
1956 office is identical to with such registered office; or
1957 2.a. Another domestic entity that is an authorized entity
1958 whose business address is identical to the address of the
1959 registered office; or
1960 3.b. A foreign entity authorized to transact business in
1961 this state that is an authorized entity and whose business
1962 address is identical to the address of the registered office.
1963 (3) Each initial A registered agent, and each appointed
1964 pursuant to this section or a successor registered agent that is
1965 appointed, pursuant to s. 617.0502 on whom process may be served
1966 shall each file a statement in writing with the department of
1967 State, in the such form and manner as shall be prescribed by the
1968 department, accepting the appointment as a registered agent
1969 while simultaneously with his or her being designated as the
1970 registered agent. The Such statement of acceptance must provide
1971 shall state that the registered agent is familiar with, and
1972 accepts, the obligations of that position.
1973 (4) The duties of a registered agent are:
1974 (a) To forward to the corporation, at the address most
1975 recently supplied to the registered agent by the corporation, a
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1976 process, notice, or demand pertaining to the corporation which
1977 is served on or received by the registered agent; and
1978 (b) If the registered agent resigns, to provide the notice
1979 required under s. 617.0502 to the corporation at the address
1980 most recently supplied to the registered agent by the
1981 corporation.
1982 (6)(5) A corporation may not prosecute or maintain any
1983 action in a court in this state until the corporation complies
1984 with this section or s. 617.1508, as applicable; pays to the
1985 department of State any amounts required under this chapter;
1986 and, to the extent ordered by a court of competent jurisdiction,
1987 pays to the department of State a penalty of $5 for each day it
1988 has failed to so comply or $500, whichever is less. A court may
1989 stay a proceeding commenced by a corporation until the
1990 corporation complies with this section.
1991 (6) For the purposes of this section, the term "authorized
1992 entity" means:
1993 (a) A corporation for profit;
1994 (b) A limited liability company;
1995 (c) A limited liability partnership; or
1996 (d) A limited partnership, including a limited liability
1997 limited partnership.
1998 Section 20. Section 617.0502, Florida Statutes, is amended
1999 to read:
2000 617.0502 Change of registered office or registered agent;
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2001 resignation of registered agent.—
2002 (1) A corporation may change its registered office or its
2003 registered agent upon filing with the department of State a
2004 statement of change setting forth:
2005 (a) The name of the corporation;
2006 (b) The name street address of its current registered
2007 agent office;
2008 (c) If the current registered agent office is to be
2009 changed, the name street address of the new registered agent
2010 office;
2011 (d) The street address name of its current registered
2012 office for its current registered agent;
2013 (e) If the street address of the current registered office
2014 is to be changed, the new street address of the registered
2015 office in this state.
2016 (2) If the its current registered agent is to be changed,
2017 the written acceptance name of the successor new registered
2018 agent as described in s. 617.0501(3) must be provided to the
2019 department and the new agent's written consent (either on the
2020 statement or attached to it) to the appointment;
2021 (f) That the street address of its registered office and
2022 the street address of the business office of its registered
2023 agent, as changed, will be identical; and
2024 (g) That such change was authorized by resolution duly
2025 adopted by its board of directors or by an officer of the
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2026 corporation so authorized by the board of directors.
2027 (2)(a) Any registered agent may resign his or her agency
2028 appointment by signing and delivering for filing with the
2029 Department of State a statement of resignation and mailing a
2030 copy of such statement to the corporation at its mailing address
2031 of the respective corporation that then appears in the records
2032 of the Department of State; provided, however, that if a
2033 composite statement of resignation is being filed pursuant to
2034 paragraph (b), the registered agent must promptly mail a copy of
2035 either the composite statement of resignation or a separate
2036 notice of resignation for each respective corporation, in each
2037 case using the respective mailing address of the respective
2038 corporation that then appears in the records of the Department
2039 of State. The statement of resignation shall state that a copy
2040 of such statement of resignation or, if applicable, notice of
2041 resignation, has been mailed to the corporation at the address
2042 so stated. The agency is terminated as of the 31st day after the
2043 date on which the statement was filed and unless otherwise
2044 provided in the statement, termination of the agency acts as a
2045 termination of the registered office.
2046 (b) If a registered agent is resigning as registered agent
2047 from one or more corporations that each have been dissolved,
2048 either voluntarily, administratively, or by court action, for a
2049 continuous period of 10 years or longer, the registered agent
2050 may elect to file the statement of resignation separately for
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2051 each such corporation or may elect to file a single composite
2052 statement of resignation covering two or more corporations. Any
2053 such composite statement of resignation must set forth, for each
2054 such corporation covered by the statement of resignation, the
2055 name of the respective corporation and the date that dissolution
2056 became effective for the respective corporation. This subsection
2057 is applicable only to resignations by registered agents from
2058 domestic corporations.
2059 (3) If a registered agent changes his or her business name
2060 or business address, he or she may change such name or address
2061 and the address of the registered office of any corporation for
2062 which he or she is the registered agent by:
2063 (a) Notifying all such corporations in writing of the
2064 change;
2065 (b) Signing (either manually or in facsimile) and
2066 delivering to the Department of State for filing a statement
2067 that substantially complies with the requirements of paragraphs
2068 (1)(a)-(f), setting forth the names of all such corporations
2069 represented by the registered agent; and
2070 (c) Reciting that each corporation has been notified of
2071 the change.
2072 (4) Changes of the registered office or registered agent
2073 may be made by a change on the corporation's annual report form
2074 filed with the Department of State.
2075 (5) The Department of State shall collect a fee pursuant
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2076 to s. 15.09(2) for filings authorized by this section.
2077 Section 21. Section 617.05021, Florida Statutes, is
2078 created to read:
2079 617.05021 Resignation of a registered agent.—
2080 (1)(a) A registered agent may resign as agent for a
2081 corporation by delivering to the department a signed statement
2082 of resignation and mailing a copy of such statement to the
2083 corporation at its mailing address of the respective corporation
2084 that then appears in the records of the department; provided,
2085 however, that if a composite statement of resignation is being
2086 filed pursuant to paragraph (b), the registered agent must
2087 promptly mail a copy of either the composite statement of
2088 resignation or a separate notice of resignation for each
2089 respective corporation, in each case using the respective
2090 mailing address of the respective corporation that then appears
2091 in the records of the department.
2092 (b) If a registered agent is resigning as registered agent
2093 from one or more corporations that each have been dissolved,
2094 either voluntarily, administratively, or by court action, for a
2095 continuous period of 10 years or longer, the registered agent
2096 may elect to file the statement of resignation separately for
2097 each such corporation or may elect to file a single composite
2098 statement of resignation covering two or more corporations. Any
2099 such composite statement of resignation must set forth, for each
2100 such corporation covered by the statement of resignation, the
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2101 name of the respective corporation and the date that dissolution
2102 became effective for the respective corporation. This paragraph
2103 is applicable only to resignations by registered agents from
2104 domestic corporations.
2105 (2) A registered agent is terminated upon the earlier of:
2106 (a) The 31st day after the department files the statement
2107 of resignation; or
2108 (b) When a statement of change or other record designating
2109 a new registered agent is filed by the department.
2110 (3) When a statement of resignation takes effect, the
2111 registered agent ceases to have responsibility for a matter
2112 thereafter tendered to it as agent for the corporation. The
2113 resignation does not affect contractual rights that the
2114 corporation has against the agent or that the agent has against
2115 the corporation.
2116 (4) A registered agent may resign from a corporation
2117 regardless of whether the corporation has active status.
2118 Section 22. Section 617.05022, Florida Statutes, is
2119 created to read:
2120 617.05022 Change of name or address by a registered
2121 agent.—
2122 (1) If a registered agent changes the registered agent's
2123 name or business address, the agent may deliver to the
2124 department for filing a statement of change that provides the
2125 following:
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2126 (a) The name of the corporation represented by the
2127 registered agent.
2128 (b) The name of the registered agent as currently shown in
2129 the records of the department for the corporation.
2130 (c) If the name of the registered agent has changed, its
2131 new name.
2132 (d) If the address of the registered agent has changed,
2133 the new address.
2134 (e) A statement that the registered agent has given the
2135 notice required under subsection (2).
2136 (2) A registered agent shall promptly furnish notice to
2137 the represented corporation of the statement of change and the
2138 changes made in the statement, as delivered to the department.
2139 (3) A statement of change is effective when filed by the
2140 department.
2141 (4) The changes described in this section may also be made
2142 on the corporation's annual report, in an application for
2143 reinstatement filed with the department under s. 617.1422, or in
2144 an amendment to or restatement of the company's articles of
2145 incorporation in accordance with s. 617.1006 or s. 617.1007.
2146 (5) The department shall collect a fee pursuant to s.
2147 15.09(2) for filings authorized by this section.
2148 Section 23. Section 617.0503, Florida Statutes, is amended
2149 to read:
2150 617.0503 Failure to maintain registered agent; subpoena by
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2151 the Department of Legal Affairs Registered agent; duties;
2152 confidentiality of investigation records.—
2153 (1)(a) Each corporation or, foreign corporation, or alien
2154 business organization that owns real property located in this
2155 state, that owns a mortgage on real property located in this
2156 state, or that conducts affairs transacts business in this state
2157 shall have and continuously maintain in this state a registered
2158 office and a registered agent and shall file with the department
2159 of State notice of the registered office and registered agent as
2160 provided in ss. 617.0501 and 617.0502. The appointment of a
2161 registered agent in compliance with s. 617.0501 or s. 617.0502
2162 is sufficient for purposes of this section if the registered
2163 agent so appointed files, in the form and manner prescribed by
2164 the department of State, an acceptance of the obligations
2165 provided for in this section.
2166 (b) Each such corporation or, foreign corporation, or
2167 alien business organization that fails to have and continuously
2168 maintain a registered office and a registered agent as required
2169 in this section is liable to this state for $500 for each year,
2170 or part of a year, during which the domestic or corporation,
2171 foreign corporation, or alien business organization fails to
2172 comply with these requirements; but this liability is forgiven
2173 in full upon the compliance by the domestic or foreign
2174 corporation, foreign corporation, or alien business organization
2175 with the requirements of this subsection, even if that
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2176 compliance occurs after an action to collect such amount is
2177 instituted. The Department of Legal Affairs may file an action
2178 in the circuit court for the judicial circuit in which the
2179 domestic or foreign corporation, foreign corporation, or alien
2180 business organization is found or conducts affairs transacts
2181 business, or in which real property belonging to the domestic or
2182 foreign corporation, foreign corporation, or alien business
2183 organization is located, to petition the court for an order
2184 directing that a registered agent be appointed and that a
2185 registered office be designated, and to obtain judgment for the
2186 amount owed under this subsection. In connection with such
2187 proceeding, the department may, without prior approval by the
2188 court, file a lis pendens against real property owned by the
2189 domestic or foreign corporation, foreign corporation, or alien
2190 business organization, which lis pendens must shall set forth
2191 the legal description of the real property and must shall be
2192 filed in the public records of the county where the real
2193 property is located. If the lis pendens is filed in any county
2194 other than the county in which the action is pending, the lis
2195 pendens that is filed must be a certified copy of the original
2196 lis pendens. The failure to comply timely or fully with an order
2197 directing that a registered agent be appointed and that a
2198 registered office be designated will result in a civil penalty
2199 of not more than $1,000 for each day of noncompliance. A
2200 judgment or an order of payment entered under this subsection
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2201 becomes a judgment lien against any real property owned by the
2202 domestic or foreign corporation, foreign corporation, or alien
2203 business organization when a certified copy of the judgment or
2204 order is recorded as required by s. 55.10. The department may
2205 avail itself of, and is entitled to use, any provision of law or
2206 of the Florida Rules of Civil Procedure to further the
2207 collecting or obtaining of payment pursuant to a judgment or
2208 order of payment. The state, through the Attorney General, may
2209 bid, at any judicial sale to enforce its judgment lien, any
2210 amount up to the amount of the judgment or lien obtained
2211 pursuant to this subsection. All moneys recovered under this
2212 subsection must shall be treated as forfeitures under ss.
2213 895.01-895.09 and used or distributed in accordance with the
2214 procedure set forth in s. 895.09. A domestic or foreign
2215 corporation, foreign corporation, or alien business organization
2216 that fails to have and continuously maintain a registered office
2217 and a registered agent as required in this section may not
2218 defend itself against any action instituted by the Department of
2219 Legal Affairs or by any other agency of this state until the
2220 requirements of this subsection have been met.
2221 (2) Each domestic or foreign corporation, foreign
2222 corporation, or alien business organization that owns real
2223 property located in this state, that owns a mortgage on real
2224 property located in this state, or that conducts affairs
2225 transacts business in this state must shall, pursuant to
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2226 subpoena served upon the registered agent of the domestic or
2227 foreign corporation, foreign corporation, or alien business
2228 organization issued by the Department of Legal Affairs, produce,
2229 through its registered agent or through a designated
2230 representative within 30 days after service of the subpoena,
2231 testimony and records showing the following:
2232 (a) True copies of documents evidencing the legal
2233 existence of the entity, including the articles of incorporation
2234 and any amendments to the articles of incorporation or the legal
2235 equivalent of the articles of incorporation and such amendments.
2236 (b) The names and addresses of each current officer and
2237 director of the entity or persons holding equivalent positions.
2238 (c) The names and addresses of all prior officers and
2239 directors of the entity or persons holding equivalent positions,
2240 for a period not to exceed the 5 years previous to the date of
2241 issuance of the subpoena.
2242 (d) The names and addresses of each member current
2243 shareholder, equivalent equitable owner, and ultimate equitable
2244 owner of the entity, the number of which names is limited to the
2245 names of the 100 members holding the largest share of voting
2246 power of the domestic or foreign corporation shareholders,
2247 equivalent equitable owners, and ultimate equitable owners that,
2248 in comparison to all other shareholders, equivalent equitable
2249 owners, or ultimate equitable owners, respectively, own the
2250 largest number of shares of stock of the corporation, foreign
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2251 corporation, or alien business organization or the largest
2252 percentage of an equivalent form of equitable ownership of the
2253 corporation, foreign corporation, or alien business
2254 organization.
2255 (e) The names and addresses of all previous members prior
2256 shareholders, equivalent equitable owners, and ultimate
2257 equitable owners of the entity for the 12-month period preceding
2258 the date of issuance of the subpoena, the number of which names
2259 is limited to the 100 members holding the largest share of
2260 voting power of the domestic or foreign corporation
2261 shareholders, equivalent equitable owners, and ultimate
2262 equitable owners that, in comparison to all other shareholders,
2263 equivalent equitable owners, or ultimate equitable owners,
2264 respectively, own the largest number of shares of stock of the
2265 corporation, foreign corporation, or alien business organization
2266 or the largest percentage of an equivalent form of equitable
2267 ownership of the corporation, foreign corporation, or alien
2268 business organization.
2269 (f) The names and addresses of the person or persons who
2270 provided the records and information to the registered agent or
2271 designated representative of the entity.
2272 (g) The requirements of paragraphs (d) and (e) do not
2273 apply to:
2274 1. A financial institution;
2275 2. A corporation, foreign corporation, or alien business
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2276 organization the securities of which are registered pursuant to
2277 s. 12 of the Securities Exchange Act of 1934, 15 U.S.C. ss. 78a-
2278 78kk, if such corporation, foreign corporation, or alien
2279 business organization files with the United States Securities
2280 and Exchange Commission the reports required by s. 13 of that
2281 act; or
2282 3. A corporation, foreign corporation, or alien business
2283 organization, the securities of which are regularly traded on an
2284 established securities market located in the United States or on
2285 an established securities market located outside the United
2286 States, if such non-United States securities market is
2287 designated by rule adopted by the Department of Legal Affairs;
2288
2289 upon a showing by the corporation, foreign corporation, or alien
2290 business organization that the exception in subparagraph 1.,
2291 subparagraph 2., or subparagraph 3. applies to the corporation,
2292 foreign corporation, or alien business organization. Such
2293 exception in subparagraph 1., subparagraph 2., or subparagraph
2294 3. does not, however, exempt the corporation, foreign
2295 corporation, or alien business organization from the
2296 requirements for producing records, information, or testimony
2297 otherwise imposed under this section for any period of time when
2298 the requisite conditions for the exception did not exist.
2299 (3) The time limit for producing records and testimony may
2300 be extended for good cause shown by the domestic or foreign
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2301 corporation, foreign corporation, or alien business
2302 organization.
2303 (4) A domestic or foreign corporation person, corporation,
2304 foreign corporation, or alien business organization designating
2305 an attorney or, accountant, or spouse as a registered agent or
2306 designated representative shall, with respect to this state or
2307 any agency or subdivision of this state, be deemed to have
2308 waived any privilege that might otherwise attach to
2309 communications with respect to the information required to be
2310 produced pursuant to subsection (2), which communications are
2311 among such domestic or foreign corporation, foreign corporation,
2312 or alien business organization; the registered agent or
2313 designated representative of such domestic or foreign
2314 corporation, foreign corporation, or alien business
2315 organization; and the beneficial owners of such domestic or
2316 foreign corporation, foreign corporation, or alien business
2317 organization. The duty to comply with the provisions of this
2318 section will not be excused by virtue of any privilege or
2319 provision of law of this state or any other state or country,
2320 which privilege or provision authorizes or directs that the
2321 testimony or records required to be produced under subsection
2322 (2) are privileged or confidential or otherwise may not be
2323 disclosed.
2324 (5) If a domestic or foreign corporation, foreign
2325 corporation, or alien business organization fails without lawful
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2326 excuse to comply timely or fully with a subpoena issued pursuant
2327 to subsection (2), the Department of Legal Affairs may file an
2328 action in the circuit court for the judicial circuit in which
2329 the domestic or foreign corporation, foreign corporation, or
2330 alien business organization is found or conducts affairs,
2331 transacts business or in which real property belonging to the
2332 domestic or foreign corporation, foreign corporation, or alien
2333 business organization is located, for an order compelling
2334 compliance with the subpoena. The failure without a lawful
2335 excuse to comply timely or fully with an order compelling
2336 compliance with the subpoena will result in a civil penalty of
2337 not more than $1,000 for each day of noncompliance with the
2338 order. In connection with such proceeding, the department may,
2339 without prior approval by the court, file a lis pendens against
2340 real property owned by the domestic or foreign corporation,
2341 foreign corporation, or alien business organization, which lis
2342 pendens must shall set forth the legal description of the real
2343 property and must shall be filed in the public records of the
2344 county where the real property is located. If the lis pendens is
2345 filed in any county other than the county in which the action is
2346 pending, the lis pendens that is filed must be a certified copy
2347 of the original lis pendens. A judgment or an order of payment
2348 entered pursuant to this subsection will become a judgment lien
2349 against any real property owned by the domestic or foreign
2350 corporation, foreign corporation, or alien business organization
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2351 when a certified copy of the judgment or order is recorded as
2352 required by s. 55.10. The department may avail itself of, and is
2353 entitled to use, any provision of law or of the Florida Rules of
2354 Civil Procedure to further the collecting or obtaining of
2355 payment pursuant to a judgment or order of payment. The state,
2356 through the Attorney General, may bid at any judicial sale to
2357 enforce its judgment lien, an amount up to the amount of the
2358 judgment or lien obtained pursuant to this subsection. All
2359 moneys recovered under this subsection shall be treated as
2360 forfeitures under ss. 895.01-895.09 and used or distributed in
2361 accordance with the procedure set forth in s. 895.09.
2362 (6) Information provided to, and records and
2363 transcriptions of testimony obtained by, the Department of Legal
2364 Affairs pursuant to this section are confidential and exempt
2365 from the provisions of s. 119.07(1) and s. 24(a), Art. I of the
2366 State Constitution while the investigation is active. For
2367 purposes of this section, an investigation shall be considered
2368 "active" while such investigation is being conducted with a
2369 reasonable, good faith belief that it may lead to the filing of
2370 an administrative, a civil, or a criminal proceeding. An
2371 investigation does not cease being to be active so long as the
2372 department is proceeding with reasonable dispatch and there is a
2373 good faith belief that action may be initiated by the department
2374 or other administrative or law enforcement agency. Except for
2375 active criminal intelligence or criminal investigative
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2376 information, as defined in s. 119.011, and information which, if
2377 disclosed, would reveal a trade secret, as defined in s.
2378 688.002, or would jeopardize the safety of an individual, all
2379 information, records, and transcriptions become available to the
2380 public when the investigation is completed or becomes inactive
2381 ceases to be active. The department may shall not disclose
2382 confidential information, records, or transcriptions of
2383 testimony except pursuant to authorization by the Attorney
2384 General in any of the following circumstances:
2385 (a) To a law enforcement agency participating in or
2386 conducting a civil investigation under chapter 895, or
2387 participating in or conducting a criminal investigation.
2388 (b) In the course of filing, participating in, or
2389 conducting a judicial proceeding instituted pursuant to this
2390 section or chapter 895.
2391 (c) In the course of filing, participating in, or
2392 conducting a judicial proceeding to enforce an order or judgment
2393 entered pursuant to this section or chapter 895.
2394 (d) In the course of a criminal proceeding.
2395
2396 A person or law enforcement agency that receives any
2397 information, record, or transcription of testimony that has been
2398 made confidential by this subsection shall maintain the
2399 confidentiality of such material and may shall not disclose such
2400 information, record, or transcription of testimony except as
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2401 provided for herein. Any person who willfully discloses any
2402 information, record, or transcription of testimony that has been
2403 made confidential by this subsection, except as provided for in
2404 this subsection, commits a misdemeanor of the first degree,
2405 punishable as provided in s. 775.082 or s. 775.083. If any
2406 information, record, or testimony obtained pursuant to
2407 subsection (2) is offered in evidence in any judicial
2408 proceeding, the court may, in its discretion, seal that portion
2409 of the record to further the policies of confidentiality set
2410 forth in this subsection.
2411 (7) This section is supplemental and may shall not be
2412 construed to preclude or limit the scope of evidence gathering
2413 or other permissible discovery pursuant to any other subpoena or
2414 discovery method authorized by law or rule of procedure.
2415 (8) It is unlawful for any person, with respect to any
2416 record or testimony produced pursuant to a subpoena issued by
2417 the Department of Legal Affairs under subsection (2), to
2418 knowingly and willfully falsify, conceal, or cover up a material
2419 fact by a trick, scheme, or device; make any false, fictitious,
2420 or fraudulent statement or representation; or make or use any
2421 false writing or document knowing the writing or document to
2422 contain any false, fictitious, or fraudulent statement or entry.
2423 A person who violates this subsection commits a felony of the
2424 third degree, punishable as provided in s. 775.082, s. 775.083,
2425 or s. 775.084.
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2426 (9) In the absence of a written agreement to the contrary,
2427 a registered agent is not liable for the failure to give notice
2428 of the receipt of a subpoena under subsection (2) to the
2429 domestic or foreign corporation, foreign corporation, or alien
2430 business organization that appointed the registered agent if the
2431 registered agent timely sends written notice of the receipt of
2432 the subpoena by first-class mail or domestic or international
2433 air mail, postage fees prepaid, to the last address that has
2434 been designated in writing to the registered agent by the
2435 appointing domestic or foreign corporation, foreign corporation,
2436 or alien business organization.
2437 (10) The designation of a registered agent and a
2438 registered office as required by subsection (1) for a domestic
2439 or foreign corporation, foreign corporation, or alien business
2440 organization that owns real property in this state or a mortgage
2441 on real property in this state is solely for the purposes of
2442 this chapter; and, notwithstanding s. 48.181, s. 617.1502, s.
2443 617.1503, or any other relevant section of the Florida Statutes,
2444 such designation may not be used in determining whether the
2445 domestic or foreign corporation, foreign corporation, or alien
2446 business organization is actually doing business in this state.
2447 (11) As used in this section, the term:
2448 (a) "Alien business organization" means:
2449 1. Any corporation, association, partnership, trust, joint
2450 stock company, or other entity organized under any laws other
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2451 than the laws of the United States, of any United States
2452 territory or possession, or of any state of the United States;
2453 or
2454 2. Any corporation, association, partnership, trust, joint
2455 stock company, or other entity or device 10 percent or more of
2456 which is owned or controlled, directly or indirectly, by an
2457 entity described in subparagraph 1. or by a foreign natural
2458 person.
2459 (b) "Financial institution" means:
2460 1. A bank, banking organization, or savings association,
2461 as defined in s. 220.62;
2462 2. An insurance company, trust company, credit union, or
2463 industrial savings bank, any of which is licensed or regulated
2464 by an agency of the United States or any state of the United
2465 States; or
2466 3. Any person licensed under the provisions of chapter
2467 494.
2468 (c) "Mortgage" means a mortgage on real property situated
2469 in this state, except a mortgage owned by a financial
2470 institution.
2471 (b)(d) "Real property" means any real property situated in
2472 this state or any interest in such real property.
2473 (e) "Ultimate equitable owner" means a natural person who,
2474 directly or indirectly, owns or controls an ownership interest
2475 in a corporation, foreign corporation, or alien business
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2476 organization, regardless of whether such natural person owns or
2477 controls such ownership interest through one or other natural
2478 persons or one or more proxies, powers of attorney, nominees,
2479 corporations, associations, partnerships, trusts, joint stock
2480 companies, or other entities or devices, or any combination
2481 thereof.
2482 (12) Any alien business organization may withdraw its
2483 registered agent designation by delivering an application for
2484 certificate of withdrawal to the department for filing. The
2485 application shall set forth:
2486 (a) The name of the alien business organization and the
2487 jurisdiction under the law of which it is incorporated or
2488 organized; and
2489 (b) That it is no longer required to maintain a registered
2490 agent in this state.
2491 Section 24. Section 617.0505, Florida Statutes, is amended
2492 to read:
2493 617.0505 Distributions and dividends prohibited;
2494 exceptions.—Except as authorized in s. 617.1302, A corporation
2495 may not make distributions to its members, directors, or
2496 officers.
2497 (1) A corporation may not pay any dividend and may not
2498 make distributions of any part of the net income or net earnings
2499 of the corporation to its members, directors, or officers,
2500 except that a corporation may:
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2501 (a) Make payments for compensation and benefits as
2502 authorized in s. 617.0603, membership purchases as authorized in
2503 s. 617.0608(2), and compensation for directors as authorized in
2504 s. 617.08101;
2505 (b) Make distributions to its members upon dissolution in
2506 conformity with the dissolution provisions of this chapter or,
2507 if expressly permitted by its articles of incorporation, upon
2508 partial liquidation; and
2509 (c) Make distributions to another nonprofit entity or
2510 governmental unit that is a member of the distributing
2511 corporation or has the power to appoint one or more of the
2512 directors of the distributing corporation A mutual benefit
2513 corporation, such as a private club that is established for
2514 social, pleasure, or recreational purposes and that is organized
2515 as a corporation of which the equity interests are held by the
2516 members, may, subject to s. 617.1302, purchase the equity
2517 membership interest of any member, and the payment for such
2518 interest is not a distribution for purposes of this section.
2519 (2) A corporation may pay compensation in a reasonable
2520 amount to its members, directors, or officers for services
2521 rendered, may confer benefits upon its members in conformity
2522 with its purposes, and, upon dissolution or final liquidation,
2523 may make distributions to its members as permitted by this
2524 chapter.
2525 (3) If expressly permitted by its articles of
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2526 incorporation, a corporation may make distributions upon partial
2527 liquidation to its members, as permitted by this section. Any
2528 such payment, benefit, or distribution does not constitute a
2529 dividend or a distribution of income or profit for purposes of
2530 this section.
2531 (4) A corporation that is a utility exempt from regulation
2532 under s. 367.022(7), whose articles of incorporation state that
2533 it is exempt from taxation under s. 501(c)(12) of the Internal
2534 Revenue Code of 1986, as amended, may make refunds to its
2535 members, before prior to a dissolution or liquidation, as its
2536 managing board deems necessary to establish or preserve its tax-
2537 exempt status. Any such refund does not constitute a dividend or
2538 a distribution of income or earnings profit for purposes of this
2539 section.
2540 (3)(5) A corporation that is regulated by chapter 718,
2541 chapter 719, chapter 720, chapter 721, or chapter 723, or a
2542 corporation where membership in such corporation is required
2543 pursuant to a document recorded in the official county property
2544 records, may make refunds to its members, give giving credits to
2545 its members, disburse disbursing insurance proceeds to its
2546 members, or disburse disbursing or pay paying settlements to its
2547 members without violating this section.
2548 (4) A dividend or distribution by a nonprofit insurance
2549 company subsidiary to its mutual insurance holding company
2550 organized under part III of chapter 628, directly or indirectly
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2551 through one or more intermediate holding companies authorized
2552 under that part, is not a distribution for the purposes of this
2553 chapter.
2554 Section 25. Paragraph (b) of subsection (1) and
2555 subsections (3) through (7) of section 617.0601, Florida
2556 Statutes, are amended, and subsections (8) and (9) are added to
2557 that section, to read:
2558 617.0601 Members, generally.—
2559 (1)
2560 (b) For The articles of incorporation or bylaws of any
2561 nonprofit corporation not for profit that does not have members,
2562 or does not have members entitled to vote on a matter, any law
2563 requiring notice to, the presence of, or the vote, consent, or
2564 other action by members of the corporation in connection with
2565 such matter is satisfied by notice to, the presence of, or the
2566 vote, consent, or other action by the board of directors of the
2567 nonprofit corporation maintains chapters or affiliates may grant
2568 representatives of such chapters or affiliates the right to vote
2569 in conjunction with the board of directors of the corporation
2570 notwithstanding applicable quorum or voting requirements of this
2571 chapter if the corporation is registered with the Department of
2572 Agriculture and Consumer Services pursuant to ss. 496.401-
2573 496.424, the Solicitation of Contributions Act.
2574 (3) Corporation members have no voting or other rights
2575 except as provided in the articles of incorporation or bylaws
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2576 and each member has the same rights and obligations as every
2577 other member except as provided in the articles of incorporation
2578 or bylaws. However, members of any corporation existing on July
2579 1, 1991, shall continue to have the same voting and other rights
2580 as before such date until changed by amendment of the articles
2581 of incorporation or bylaws.
2582 (4) A corporation shall keep a membership list book
2583 containing, in alphabetical order, the name and address of each
2584 member. The corporation shall also keep records in accordance
2585 with s. 617.1601.
2586 (5) A resignation, expulsion, suspension, or termination
2587 of membership pursuant to s. 617.0606 or s. 617.0607 must shall
2588 be recorded in the membership list book. Unless otherwise
2589 provided in the articles of incorporation or the bylaws, all the
2590 rights and privileges of a member cease on termination of
2591 membership.
2592 (6) Except as provided in the articles of incorporation or
2593 the bylaws, a corporation may admit members for no consideration
2594 or for such consideration as is determined by the board of
2595 directors. The consideration may take any form, including, but
2596 not limited to, promissory notes, intangible property, or past
2597 or future services. Payment of such consideration may be made at
2598 such times and upon such terms as are set forth in or authorized
2599 by the articles of incorporation, bylaws, or action of the board
2600 of directors Subsections (1), (2), (3), and (4) do not apply to
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2601 a corporation that is an association as defined in s. 720.301.
2602 (7) Where the articles of incorporation expressly limit
2603 membership in the corporation to property owners within specific
2604 measurable geographic boundaries and where the corporation has
2605 been formed for the benefit of all of those property owners, no
2606 such property owner may not shall be denied membership, provided
2607 that such property owner once admitted to membership complies,
2608 shall comply with the terms and conditions of membership which
2609 may provide for termination of membership upon ceasing to be a
2610 property owner. Any bylaws, rules, or other regulations to the
2611 contrary are deemed void and any persons excluded from
2612 membership by such bylaws, rules, or other regulations are
2613 deemed members with full rights, including the right, by the
2614 majority, or as otherwise provided in the articles of
2615 incorporation, to call for a meeting of the membership.
2616 (8) A corporation may not be a member of itself or
2617 exercise the rights of a member with respect to itself. Upon a
2618 corporation's purchase of its own membership interest in
2619 accordance with s. 617.0608, the membership interest is
2620 canceled.
2621 (9) Subsections (1)-(4) do not apply to a corporation that
2622 is an association as defined in s. 720.301.
2623 Section 26. Section 617.0603, Florida Statutes, is created
2624 to read:
2625 617.0603 Compensation and benefits.—A corporation may do
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2626 any of the following:
2627 (1) Pay compensation in reasonable amounts to its members,
2628 directors, officers, agents, and employees for services
2629 rendered.
2630 (2) Confer benefits upon its members in conformity with
2631 its purposes.
2632 (3) Upon dissolution or final liquidation, make
2633 distributions to its members or others as permitted by this
2634 chapter.
2635
2636 No such payments, benefits, or distributions may be deemed to be
2637 a dividend or a distribution of income or earnings.
2638 Section 27. Subsection (2) of section 617.0604, Florida
2639 Statutes, is amended, and subsections (3) through (7) are added
2640 to that section, to read:
2641 617.0604 Liability of members.—
2642 (2) A corporation may levy dues, assessments, and fees on
2643 its members to the extent authorized in the articles of
2644 incorporation or the bylaws. Dues, assessments, and fees may be
2645 imposed on members of the same class either alike or in
2646 different amounts or proportions, and may be imposed on a
2647 different basis on different classes of members. Members of a
2648 class may be made exempt from dues, assessments, and fees to the
2649 extent provided in the articles of incorporation or the bylaws A
2650 member may become liable to the corporation for dues,
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2651 assessments, or fees as provided by law.
2652 (3) The amount and method of collection of dues,
2653 assessments, and fees may be fixed in the articles of
2654 incorporation or bylaws, or the articles of incorporation or
2655 bylaws may authorize the board of directors or its members to
2656 fix the amount and method of collection.
2657 (4) The articles of incorporation or bylaws may provide
2658 reasonable means, such as termination and reinstatement of
2659 membership, to enforce the collection of dues, assessments, and
2660 fees.
2661 (5) A creditor of a corporation may not bring a proceeding
2662 to reach the liability, if any, of a member of the corporation
2663 unless final judgment has been rendered in favor of the creditor
2664 against the corporation and execution has been returned
2665 unsatisfied in whole or in part or unless the proceeding would
2666 be useless.
2667 (6) All creditors of a corporation, with or without
2668 reducing their claims to judgment, may intervene in any other
2669 creditor's proceeding brought pursuant to subsection (5) to
2670 reach and apply unpaid amounts due from the corporation. All
2671 members who owe unpaid amounts to the corporation may be joined
2672 in the proceeding.
2673 (7) Satisfaction of a debt owed to a creditor by the
2674 corporation through payment of a member who owes unpaid amounts
2675 to the corporation satisfies the debt of the corporation to the
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2676 creditor and the debt of the member to the corporation to the
2677 extent so paid by the member to the creditor.
2678 Section 28. Section 617.0605, Florida Statutes, is amended
2679 to read:
2680 617.0605 Transfer of membership interests.—
2681 (1) Except as provided in the articles of incorporation or
2682 bylaws, a member of a corporation may not transfer a membership
2683 or any right arising from membership except as otherwise allowed
2684 in this section.
2685 (2) Except as set forth in the articles of incorporation
2686 or bylaws of a mutual benefit corporation, a member of a mutual
2687 benefit corporation may not transfer a membership or any right
2688 arising from membership.
2689 (3) Where the right to If transfer a membership has been
2690 provided in the articles of incorporation or bylaws rights have
2691 been provided for one or more members of a mutual benefit
2692 corporation, a restriction on such rights is not binding with
2693 respect to a member holding a membership issued before the
2694 adoption of the restriction unless the restriction is approved
2695 by the members and the affected member.
2696 Section 29. Section 617.0606, Florida Statutes, is amended
2697 to read:
2698 617.0606 Resignation of members.—
2699 (1) Except as may be provided in the articles of
2700 incorporation or bylaws of a corporation, A member may resign at
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2701 any time for any reason of a mutual benefit corporation may not
2702 transfer a membership or any right arising from membership.
2703 (2) The resignation of a member does not relieve the
2704 member from any obligations that the member may have to the
2705 corporation as a result of obligations incurred or commitments
2706 made before resignation.
2707 Section 30. Subsections (3) and (4) of section 617.0607,
2708 Florida Statutes, are amended, and subsection (5) is added to
2709 that section, to read:
2710 617.0607 Termination, expulsion, and suspension.—
2711 (3) Any proceeding challenging an expulsion, suspension,
2712 or termination, including a proceeding in which the defective
2713 notice is alleged, must be commenced within 1 year after the
2714 effective date of the expulsion, suspension, or termination.
2715 (4) A member who has been expelled or suspended or has had
2716 a membership suspended or terminated may be liable to the
2717 corporation for dues, assessments, or fees as a result of
2718 obligations incurred or commitments made before the expulsion,
2719 or suspension, or termination. The expulsion, suspension, or
2720 termination does not relieve the member of any obligations or
2721 commitments made before the expulsion, suspension, or
2722 termination.
2723 (5) A corporation may, if authorized in the articles of
2724 incorporation or bylaws, levy fines or otherwise penalize its
2725 members. A fine or penalty, other than a late fee for nonpayment
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2726 of dues, may not be levied until after the corporation has
2727 provided notice thereof to the member concerned and has afforded
2728 the affected member an opportunity to be heard on the matter.
2729 Section 31. Section 617.0608, Florida Statutes, is amended
2730 to read:
2731 617.0608 Purchase of memberships.—
2732 (1) A corporation described in s. 501(c)(3) of the
2733 Internal Revenue Code of 1986, as amended, may not purchase the
2734 membership interests of any of its members any of its
2735 memberships or any right arising from membership. Any
2736 corporation that is not described in s. 501(c)(3) of the
2737 Internal Revenue Code of 1986, as amended, may purchase the
2738 membership interest of any member or any right arising from
2739 membership to the extent provided in the articles of
2740 incorporation or bylaws. No such payment for purchase of
2741 membership interest or right arising from membership may be
2742 deemed a dividend or a distribution of income or earnings except
2743 as provided in s. 617.0505 or subsection (2).
2744 (2) Subject to subsection (1) s. 617.1302, a mutual
2745 benefit corporation may purchase the membership interest of a
2746 member who resigns, or whose membership is terminated, for the
2747 amount and pursuant to the conditions set forth in its articles
2748 of incorporation or bylaws, but only if, after the completing
2749 the purchase:
2750 (a) The corporation is able to pay its debts as they
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2751 become due in the usual course of its activities; and
2752 (b) The total assets of the corporation are at least equal
2753 to the sum of its liabilities.
2754 Section 32. Section 617.0701, Florida Statutes, is amended
2755 to read:
2756 617.0701 Meetings of members, generally; failure to hold
2757 annual meeting; special meeting; consent to corporate actions
2758 without meetings; waiver of notice of meetings.—
2759 (1) A corporation with members may hold meetings of
2760 members for the transaction of any proper business at such times
2761 stated in or fixed in accordance with the articles of
2762 incorporation or bylaws. The frequency of all meetings of
2763 members, the time and manner of notice of such meetings, the
2764 conduct and adjournment of such meetings, the determination of
2765 members entitled to notice or to vote at such meetings, and the
2766 number or voting power of members necessary to constitute a
2767 quorum, shall be determined by or in accordance with the
2768 articles of incorporation or the bylaws. Annual, regular, and
2769 special meetings of the members may be held in or out of this
2770 state, and the place and time of all meetings may be determined
2771 by the board of directors.
2772 (2) The failure to hold an annual meeting at the time
2773 stated in or fixed in accordance with a corporation's articles
2774 of incorporation or bylaws or pursuant to this chapter does not
2775 work cause a forfeiture or give cause for dissolution of the
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2776 corporation, and nor does not such failure affect the validity
2777 of any corporate action otherwise valid corporate acts, except
2778 as provided in s. 617.1430 in the case of a deadlock among the
2779 directors or the members.
2780 (3)(a) Except as provided in the articles of incorporation
2781 or bylaws, special meetings of the members may be called by
2782 either:
2783 1. By the corporation's board of directors or the person
2784 or persons authorized to do so by the articles of incorporation
2785 or bylaws; or
2786 2. If members holding no less than 10 percent, or such
2787 other amount as specified in the articles of incorporation or
2788 bylaws, of all the votes entitled to be cast on any issue being
2789 considered at the proposed special meeting sign, date, and
2790 deliver to the corporation's secretary one or more written
2791 demands for the meeting describing the purpose or purposes for
2792 which it is to be held.
2793 (b) Unless otherwise provided in the articles of
2794 incorporation or bylaws, a written demand for a special meeting
2795 may be revoked by a writing to that effect received by the
2796 corporation before the receipt by the corporation of demands
2797 sufficient in number to require holding a special meeting
2798 pursuant to subparagraph (a)2.
2799 (c) Only business within the purpose or purposes described
2800 in the meeting notice may be conducted at a special meeting of
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2801 members.
2802 (d) Special meetings of members may be held in or out of
2803 this state at a place stated in or fixed in accordance with the
2804 articles of incorporation or the bylaws or, when not
2805 inconsistent with the articles of incorporation or the bylaws,
2806 in the notice of the special meeting. If no place is stated or
2807 fixed in accordance with the articles of incorporation or the
2808 bylaws or in the notice of the special meeting, special meetings
2809 must be held at the corporation's principal office.
2810 (a) The president;
2811 (b) The chair of the board of directors;
2812 (c) The board of directors;
2813 (d) Other officers or persons as are provided for in the
2814 articles of incorporation or the bylaws;
2815 (e) The holders of at least 5 percent of the voting power
2816 of a corporation when one or more written demands for the
2817 meeting, which describe the purpose for which the meeting is to
2818 be held, are signed, dated, and delivered to a corporate
2819 officer; or
2820 (f) A person who signs a demand for a special meeting
2821 pursuant to paragraph (e) if notice for a special meeting is not
2822 given within 30 days after receipt of the demand. The person
2823 signing the demand may set the time and place of the meeting and
2824 give notice under this subsection.
2825 (4) Unless otherwise provided in the articles of
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2826 incorporation or bylaws, action required or permitted by this
2827 chapter to be taken at an annual or special meeting of members
2828 may be taken without a meeting, without prior notice, and
2829 without a vote if the action is taken by the members entitled to
2830 vote on such action and having not less than the minimum number
2831 of votes necessary to authorize such action at a meeting at
2832 which all members entitled to vote on such action were present
2833 and voted.
2834 (a) To be effective, the action must be evidenced by one
2835 or more written consents describing the action taken, dated and
2836 signed by approving members having the requisite number of votes
2837 and entitled to vote on such action, and delivered to the
2838 corporation to its principal office in this state, its principal
2839 place of business, the corporate secretary, or another officer
2840 or agent of the corporation having custody of the book in which
2841 proceedings of meetings of members are recorded. The action
2842 taken by written consent is effective when such written consent
2843 is signed by members entitled to cast the required number of
2844 votes on the action and has been delivered to the corporation by
2845 delivery as set forth in this section, but only if Written
2846 consent to take the corporate action referred to in the consent
2847 is not effective unless the consent is signed by members having
2848 the requisite number of votes necessary to authorize the action
2849 within 90 days after the date of the earliest dated consent and
2850 is delivered in the manner required by this section.
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2851 (b) Any written consent may be revoked before prior to the
2852 date that the corporation receives the required number of
2853 consents to authorize the proposed action. A revocation is not
2854 effective unless in writing and until received by the
2855 corporation at its principal office in this state or its
2856 principal place of business, or received by the corporate
2857 secretary or other officer or agent of the corporation having
2858 custody of the book in which proceedings of meetings of members
2859 are recorded.
2860 (c) If the articles of incorporation or bylaws require
2861 that notice of proposed corporate action be delivered to members
2862 not entitled to vote on the action and the action is to be taken
2863 by consent of the members entitled to vote, within 30 days after
2864 obtaining authorization by written consent, notice must be given
2865 to those members who are entitled to vote on the action but who
2866 have not consented in writing and to those members who are not
2867 entitled to vote. The notice must fairly summarize the material
2868 features of the authorized action.
2869 (d) A consent signed under this section has the effect of
2870 a meeting vote and may be described as such in any document.
2871 (e) If the action to which the members consent is such as
2872 would have required the filing of articles or a certificate
2873 under any other section of this chapter if such action had been
2874 voted on by members at a meeting, the articles or certificate
2875 filed under such other section must state that written consent
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2876 has been given in accordance with this section.
2877 (f) Whenever action is taken pursuant to this section, the
2878 written consent of the members consenting thereto to such action
2879 or the written reports of inspectors appointed to tabulate such
2880 consents must be filed with the minutes of member proceedings.
2881 (5)(a) A member may waive any notice required by this
2882 chapter, the articles of incorporation, or the bylaws before or
2883 after the date and time stated in the notice. The waiver must be
2884 in writing, signed electronically or otherwise by the member
2885 entitled to the notice, and delivered to the corporation for
2886 filing by the corporation with the minutes or corporate records
2887 Notice of a meeting of members need not be given to any member
2888 who signs a waiver of notice, in person or by proxy, either
2889 before or after the meeting. Unless required by the articles of
2890 incorporation or bylaws, neither the affairs to be transacted at
2891 nor the purpose of the meeting need to be specified in the
2892 waiver.
2893 (b) Attendance of a member at a meeting waives objection
2894 to:
2895 1. Lack, either in person or by proxy, constitutes waiver
2896 of notice or defective notice of the meeting, unless the member
2897 promptly objects to holding the meeting or transacting business
2898 at the beginning of the meeting and does not thereafter vote for
2899 or assent to action taken at the meeting; and
2900 2. Consideration of a particular matter at the meeting
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2901 which is not within the purposes described in the meeting notice
2902 waiver of any and all objections to the place of the meeting,
2903 the time of the meeting, or the manner in which it has been
2904 called or convened, unless the member objects to considering the
2905 matter when it is presented at the meeting attends a meeting
2906 solely for the purpose of stating, at the beginning of the
2907 meeting, any such objection or objections to the transaction of
2908 affairs.
2909 (6) Subsections (1) and (3) do not apply to any
2910 corporation that is an association as defined in s. 720.301; a
2911 corporation regulated by chapter 718, chapter 719, chapter 720,
2912 chapter 721, or chapter 723; or a corporation where membership
2913 in such corporation is required pursuant to a document recorded
2914 in the county official property records.
2915 Section 33. Section 617.0721, Florida Statutes, is amended
2916 to read:
2917 617.0721 Voting by members.—
2918 (1) Members are not entitled to vote except as conferred
2919 by the articles of incorporation or the bylaws.
2920 (2) A member who is entitled to vote may vote in person
2921 or, unless the articles of incorporation or the bylaws otherwise
2922 provide, may vote by proxy executed in writing by the member or
2923 by his or her duly authorized attorney in fact.
2924 (3)(a) A member or the member's attorney-in-fact may
2925 appoint a proxy to vote or otherwise act for the member by:
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2926 1. Signing an appointment form, with his or her signature
2927 affixed, by any reasonable means, including, but not limited to,
2928 facsimile or electronic signature;
2929 2. Transmitting or authorizing the transmission of an
2930 electronic signature to the person who will be appointed as the
2931 proxy or to a proxy solicitation firm, a proxy support service
2932 organization, a registrar, or an agent authorized by the person
2933 who will be designated as the proxy to receive such
2934 transmission; or
2935 3. Using such other means as provided for in the articles
2936 of incorporation or the bylaws.
2937 (b) An appointment form must contain or be accompanied by
2938 information from which it can be determined that the member or
2939 the member's attorney in fact authorized the appointment of the
2940 proxy.
2941 (4) Notwithstanding any provision to the contrary in the
2942 articles of incorporation or bylaws, any copy, facsimile
2943 transmission, or other reliable reproduction of the appointment
2944 form original proxy may be substituted or used in lieu of the
2945 original proxy for any purpose for which the original proxy
2946 could be used if the copy, facsimile transmission, or other
2947 reproduction is a complete reproduction of the appointment form
2948 entire proxy. An appointment of a proxy is effective when a
2949 signed appointment in a record is received by the inspectors of
2950 election, the officer or agent of the corporation authorized to
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2951 count votes, or the secretary. An appointment of a proxy is not
2952 valid for after 11 months following the date of its execution
2953 unless a longer period, which may not exceed 3 years, is
2954 expressly otherwise provided in the appointment form proxy. The
2955 death or incapacity of the member appointing a proxy does not
2956 affect the right of the corporation to accept the proxy's
2957 authority unless notice of the death or incapacity is received
2958 by the inspectors of election, the officer or agent authorized
2959 to count votes, or the secretary before the proxy exercises his
2960 or her authority under the appointment. A member may revoke
2961 appointment of a proxy unless the appointment form or electronic
2962 transmission states that it is irrevocable and the appointment
2963 is coupled with an interest.
2964 (a) If directors or officers are to be elected by members,
2965 the bylaws may provide that such elections may be conducted by
2966 mail.
2967 (b) A corporation may reject a vote, ballot, consent,
2968 waiver, demand, or proxy appointment if the person secretary or
2969 other officer or agent authorized to accept or reject such vote,
2970 ballot, consent, waiver, demand, or proxy appointment tabulate
2971 votes, acting in good faith, has a reasonable basis to doubt for
2972 doubting the validity of the signature on it or the signatory's
2973 authority to sign for the member.
2974 (5)(a)(3) If authorized by the board of directors, and
2975 subject to such guidelines and procedures as the board of
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2976 directors may adopt, Members of any class, their attorneys-in-
2977 fact, and proxies may participate in any and proxy holders who
2978 are not physically present at a meeting of members may, by means
2979 of remote communication to the extent the board of directors
2980 authorizes such participation for such class. Participation by
2981 means of remote communication is subject to the guidelines and
2982 procedures adopted by the board of directors and must be in
2983 conformity with paragraph (b).:
2984 (a) Participate in the meeting.
2985 (b) Members, their attorneys-in-fact, and proxies
2986 participating in a members' meeting by means of remote
2987 communication authorized in paragraph (a) are Be deemed to be
2988 present in person and may vote at the meeting if the corporation
2989 has implemented reasonable measures to:
2990 1. The corporation implements reasonable means to Verify
2991 that each person participating remotely as a member is a member,
2992 a member's attorney-in-fact, or a proxy deemed present and
2993 authorized to vote by means of remote communication is a member
2994 or proxy holder; and
2995 2. The corporation implements reasonable measures to
2996 Provide such members, member's attorneys-in-fact, and proxies or
2997 proxy holders with a reasonable opportunity to participate in
2998 the meeting and to vote on matters submitted to the members,
2999 including an opportunity to communicate and to read or hear the
3000 proceedings of the meeting substantially concurrent with the
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3001 proceedings.
3002 (c) If any member, attorney-in-fact for a member, or proxy
3003 holder votes or takes other action at a members' meeting by
3004 means of remote communication, a record of such vote or other
3005 action that member's participation in the meeting must be
3006 maintained by the corporation in accordance with s. 617.1601.
3007 (d) Unless the articles of incorporation, bylaws, or
3008 demands of members in accordance with s. 617.0701(3) require a
3009 meeting of members to be held at a geographic location, the
3010 board of directors may determine that any meeting of members
3011 will not be held at a geographic location, and instead will be
3012 held solely by means of remote communication, but only if the
3013 corporation implements the measures required by paragraph (b).
3014 (6)(4) If any entity corporation, whether for profit or
3015 not for profit, is a member of a corporation organized under
3016 this chapter, the chair of the governing body board, the
3017 president, any vice president, the secretary, or the treasurer
3018 of the member entity corporation, and any such officer or
3019 cashier or trust officer of a banking or trust corporation
3020 holding such membership, and any like officer of a foreign
3021 entity corporation whether for profit or not for profit, holding
3022 such membership in a domestic corporation, is shall be deemed by
3023 the corporation in which membership is held to have the
3024 authority to vote on behalf of the member entity corporation and
3025 to execute proxies and written waivers and consents in relation
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3026 thereto, unless, before a vote is taken or a waiver or consent
3027 is acted upon, it appears pursuant to a certified copy of the
3028 bylaws or other governing documents of the entity or a
3029 resolution of the governing documents board of directors or
3030 executive committee of the member entity corporation that such
3031 authority does not exist or is vested in some other officer or
3032 person. In the absence of such certification, a person executing
3033 any such proxies, waivers, or consents or presenting himself or
3034 herself at a meeting as one of such officers of a corporate
3035 member entity is shall be, for the purposes of this section,
3036 conclusively deemed to be duly elected, qualified, and acting as
3037 such officer and to be fully authorized. In the case of
3038 conflicting representation, the corporate member entity shall be
3039 represented by its senior officer, in the order stated in this
3040 subsection.
3041 (7)(5) The articles of incorporation or the bylaws may
3042 provide that, in all elections for directors, every member
3043 entitled to vote has the right to cumulate the member's his or
3044 her votes and to give one candidate a number of votes equal to
3045 the number of votes the member he or she could give if one
3046 director were being elected multiplied by the number of
3047 directors to be elected or to distribute such votes on the same
3048 principles among any number of such candidates. A corporation
3049 may not have cumulative voting unless such voting is expressly
3050 authorized in the articles of incorporation.
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3051 (8)(6) If a corporation has no members or its members do
3052 not have the right to vote, the directors shall have the sole
3053 voting power.
3054 (9)(7) Subsections (1), (7) (5), and (8) (6) do not apply
3055 to a corporation that is an association, as defined in s.
3056 720.301, or a corporation regulated by chapter 718 or chapter
3057 719.
3058 Section 34. Section 617.0741, Florida Statutes, is created
3059 to read:
3060 617.0741 Standing.—A director, an officer, or a member may
3061 not commence a proceeding in the right of a domestic or foreign
3062 corporation unless such director, officer, or member holds that
3063 position at the time the action is commenced and:
3064 (1) Was a director, an officer, or a member when the
3065 conduct giving rise to the action occurred; or
3066 (2) The person became a member through transfer or by
3067 operation of law from a person who was a member when the conduct
3068 giving rise to the action occurred.
3069 Section 35. Section 617.0742, Florida Statutes, is created
3070 to read:
3071 617.0742 Complaint; demand and excuse.—A complaint in a
3072 proceeding brought in the right of a corporation must be
3073 verified and allege with particularity:
3074 (1) The demand, if any, made to obtain the action desired
3075 by the director, officer, or member from the board of directors;
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3076 and
3077 (2) Either:
3078 (a) If such demand was made, that the demand was refused,
3079 rejected, or ignored by the board of directors before the
3080 expiration of 90 days from the date the demand was made.
3081 (b) If such a demand was made, why irreparable injury to
3082 the corporation or misapplication or waste of corporate assets
3083 causing material injury to the corporation would result by
3084 waiting for the expiration of a 90-day period from the date the
3085 demand was made; or
3086 (c) The reason or reasons the director, officer, or member
3087 did not make the effort to obtain the desired action from the
3088 board of directors or comparable authority.
3089 Section 36. Section 617.0743, Florida Statutes, is created
3090 to read:
3091 617.0743 Stay of proceedings.—If the corporation commences
3092 an inquiry into the allegations made in the demand or complaint,
3093 the court may stay any derivative proceeding for such period as
3094 the court deems appropriate.
3095 Section 37. Section 617.0744, Florida Statutes, is created
3096 to read:
3097 617.0744 Dismissal.—
3098 (1) A derivative proceeding may be dismissed, in whole or
3099 in part, by the court upon motion by the corporation if a group
3100 specified in subsection (2) or subsection (3) has determined in
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3101 good faith, after conducting a reasonable inquiry, that the
3102 maintenance of the derivative proceeding is not in the best
3103 interests of the corporation. In all such cases, the corporation
3104 has the burden of proof regarding the qualifications, good
3105 faith, and reasonable inquiry of the group making the
3106 determination.
3107 (2) Unless a panel is appointed pursuant to subsection
3108 (3), the determination required in subsection (1) must be made
3109 by:
3110 (a) A majority of qualified directors present at a meeting
3111 of the board of directors if the qualified directors constitute
3112 a quorum; or
3113 (b) A majority vote of a committee consisting of two or
3114 more qualified directors appointed by majority vote of qualified
3115 directors present at a meeting of the board of directors,
3116 regardless of whether such qualified directors constitute a
3117 quorum.
3118 (3) Upon motion by the corporation, the court may appoint
3119 a panel consisting of one or more disinterested and independent
3120 persons to make a determination required in subsection (1).
3121 (4) This section does not prevent the court from:
3122 (a) Enforcing a person's rights under the corporation's
3123 articles of incorporation or bylaws or this chapter, including
3124 the person's rights to information under s. 617.1602; or
3125 (b) Exercising its equitable or other powers, including
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3126 granting extraordinary relief in the form of a temporary
3127 restraining order or preliminary injunction.
3128 Section 38. Section 617.0745, Florida Statutes, is created
3129 to read:
3130 617.0745 Discontinuance or settlement; notice.—
3131 (1) A derivative action on behalf of a corporation may not
3132 be discontinued or settled without the court's approval.
3133 (2) If the court determines that a proposed discontinuance
3134 or settlement will substantially affect the interest of any of
3135 the corporation's members, the court must direct that notice be
3136 given to the members affected. The court may determine which
3137 party or parties to the derivative action bears the expense of
3138 giving the notice.
3139 Section 39. Section 617.0746, Florida Statutes, is created
3140 to read:
3141 617.0746 Proceeds and expenses.—On termination of a
3142 derivative proceeding, the court may:
3143 (1) Order the corporation to pay from the amount recovered
3144 by the corporation the plaintiff's reasonable expenses,
3145 including attorney fees and costs, incurred in the derivative
3146 proceeding if it finds in favor of the plaintiff in whole or in
3147 part; or
3148 (2) Order the plaintiff to pay any of the defendant's
3149 reasonable expenses, including reasonable attorney fees and
3150 costs, incurred in defending the proceeding if it finds that the
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3151 proceeding was commenced or maintained without reasonable cause
3152 or for an improper purpose.
3153 Section 40. Section 617.0747, Florida Statutes, is created
3154 to read:
3155 617.0747 Applicability to foreign corporations.—In any
3156 derivative proceeding in the right of a foreign corporation
3157 brought in the courts of this state, the matters covered by ss.
3158 617.0741-617.0747 are governed by the laws of the jurisdiction
3159 of incorporation of the foreign corporation, except for ss.
3160 617.0743, 617.0745, and 617.0746.
3161 Section 41. Section 617.0803, Florida Statutes, is amended
3162 to read:
3163 617.0803 Number of directors.—
3164 (1) A board of directors must consist of one three or more
3165 persons individuals, as may be with the number specified in or
3166 fixed in accordance with the articles of incorporation or the
3167 bylaws, as may be amended, except that a corporation that is
3168 exempt from federal income taxation under s. 501(c)(3) of the
3169 Internal Revenue Code of 1986, as amended, must have a board of
3170 directors that consists of three or more persons.
3171 (2) The number of directors may be increased or decreased
3172 from time to time by amendment to, or in the manner provided in,
3173 the articles of incorporation or the bylaws, but the corporation
3174 must never have fewer than three directors.
3175 (3) Directors shall be elected or appointed in the manner
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3176 and for the terms provided in the articles of incorporation or
3177 the bylaws.
3178 Section 42. Section 617.0804, Florida Statutes, is created
3179 to read:
3180 617.0804 Selection of directors.—
3181 (1) The directors of a membership corporation, except for
3182 any initial directors named in the articles of incorporation or
3183 elected by the incorporators, shall be elected by the members
3184 entitled to vote at the time at the first annual meeting of
3185 members, and at each annual meeting thereafter. Notwithstanding
3186 this subsection, the articles of incorporation or bylaws may
3187 provide some other time or method of election, or provide that
3188 some or all of the directors are appointed by some other person
3189 or designated in some other manner.
3190 (2) The directors of a nonmembership corporation, except
3191 for any initial directors named in the articles of incorporation
3192 or elected by the incorporators, shall be elected, appointed, or
3193 designated as provided in the articles of incorporation or
3194 bylaws. If no method of election, appointment, or designation is
3195 set forth in the articles of incorporation or bylaws, such
3196 directors are elected by the board of directors.
3197 (3) If the articles of incorporation or bylaws divide, or
3198 authorize dividing, the members into classes, the articles of
3199 incorporation or bylaws may also authorize the election of all
3200 or a specified number of directors by the holders of one or more
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3201 authorized classes of members. A class or multiple classes of
3202 members entitled to elect one or more directors is a separate
3203 voting group for purposes of the election of directors.
3204 Section 43. Section 617.0805, Florida Statutes, is created
3205 to read:
3206 617.0805 Terms of directors, generally.—
3207 (1) The articles of incorporation or bylaws may specify
3208 the terms of directors. If a term is not specified in the
3209 articles of incorporation or bylaws, the term of a director is 1
3210 year.
3211 (2) A decrease in the number of directors or term of
3212 office does not shorten an incumbent director's term.
3213 (3) Except as provided in the articles of incorporation or
3214 bylaws, the term of a director elected to fill a vacancy expires
3215 at the end of the term that the director is filling.
3216 (4) Notwithstanding the expiration of a director's term,
3217 the director continues to serve until the director's successor
3218 is elected, appointed, or designated and until the director's
3219 successor takes office unless otherwise provided in the articles
3220 of incorporation or bylaws or there is a decrease in the number
3221 of directors.
3222 Section 44. Present subsection (3) of section 617.0808,
3223 Florida Statutes, is redesignated as subsection (2) of that
3224 section, and subsection (1) and present subsection (2) of that
3225 section are amended, to read:
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3226 617.0808 Removal of directors.—
3227 (1) Subject to subsection (2), A director may be removed
3228 from office pursuant to procedures provided in the articles of
3229 incorporation or the bylaws. Unless the articles of
3230 incorporation or bylaws provide otherwise, a director may be
3231 removed as follows , which shall provide the following, and if
3232 they do not do so, shall be deemed to include the following:
3233 (a) Any member of the board of directors may be removed
3234 from office with or without cause by:
3235 1. Except as provided in paragraph (i), a majority of all
3236 votes of the directors, if the director was elected or appointed
3237 by the directors; or
3238 2. A majority of all votes of the members, if the director
3239 was elected or appointed by the members.
3240 (b) If a director is elected by a class, chapter, or other
3241 organizational unit, or by region or other geographic grouping,
3242 the director may be removed only by the members of that class,
3243 chapter, unit, or grouping. However:
3244 1. A director may be removed only if the number of votes
3245 cast to remove the director would be sufficient to elect the
3246 director at a meeting to elect directors, except as provided in
3247 subparagraphs 2. and 3.
3248 2. If cumulative voting is authorized, a director may not
3249 be removed if the number of votes sufficient to elect the
3250 director under cumulative voting is voted against the removal of
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3251 the director.
3252 3. If at the beginning of the term of a director the
3253 articles of incorporation or bylaws provide that the director
3254 may be removed for missing a specified number of board meetings,
3255 the board may remove the director for failing to attend the
3256 specified number of meetings. The director may be removed only
3257 if a majority of the directors then in office vote for the
3258 removal.
3259 (c) The notice of a meeting to recall a member or members
3260 of the board of directors must shall state the specific
3261 directors sought to be removed.
3262 (d) A proposed removal of a director at a meeting requires
3263 shall require a separate vote for each director whose removal is
3264 sought. Where removal is sought by written consent, a separate
3265 consent is required for each director to be removed.
3266 (e) If removal is effected at a meeting, any vacancies
3267 created must be shall be filled by the members or directors
3268 eligible to vote for the removal.
3269 (f) Any director who is removed from the board is not
3270 eligible to stand for reelection until the next annual meeting
3271 at which directors are elected.
3272 (g) Any director removed from office must shall turn over
3273 to the board of directors within 72 hours any and all records of
3274 the corporation in such director's his or her possession.
3275 (h) If a director who is removed does not relinquish such
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3276 director's his or her office or turn over records as required
3277 under this section, the circuit court in the county where the
3278 corporation's principal office is located may summarily order
3279 the director to relinquish such director's his or her office and
3280 turn over corporate records upon application of any member.
3281 (i) A director elected or appointed by the board may be
3282 removed without cause by a vote of two-thirds of the directors
3283 then in office or such greater number as is set forth in the
3284 articles of incorporation or bylaws.
3285 (2) A director of a corporation described in s. 501(c) of
3286 the Internal Revenue Code may be removed from office pursuant to
3287 procedures provided in the articles of incorporation or the
3288 bylaws, and the corporation may provide in the articles of
3289 incorporation or the bylaws that it is subject to the provisions
3290 of subsection (1).
3291 Section 45. Present subsection (4) of section 617.0809,
3292 Florida Statutes, is redesignated as subsection (3) of that
3293 section, and subsections (1) and (2) and present subsection (3)
3294 of that section are amended, to read:
3295 617.0809 Board vacancy.—
3296 (1) Except as otherwise provided in subsection (2) s.
3297 617.0808(1)(f), the articles of incorporation, or the bylaws, if
3298 a any vacancy occurs occurring on the board of directors,
3299 including a vacancy resulting from an increase in the number of
3300 directors, the vacancy may be filled by a the affirmative vote
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3301 of the majority of the remaining directors in office, even if
3302 though the remaining directors constitute less than a quorum, or
3303 by the sole remaining director or, if the vacancy is not so
3304 filled or if no director remains, by the members or, on the
3305 application of any person, by the circuit court of the county
3306 where the registered office of the corporation is located.
3307 (2) Except as otherwise provided in the articles of
3308 incorporation or bylaws, Whenever a vacancy in the position of a
3309 director who is: occurs with respect to a director
3310 (a) Elected by a voting group of members, a class, chapter
3311 or other organizational, unit of members, or a region or other
3312 geographic grouping of members group, the vacancy may be filled
3313 during the first 3 months after the vacancy occurs only by
3314 members of that voting class, chapter, unit, or group, chapter,
3315 unit, region, or grouping, or by a majority of the directors
3316 then in office elected by such voting group, chapter, unit,
3317 region, or grouping class, chapter, unit, or group. If the
3318 vacancy has not been filled within the 3-month period, the
3319 vacancy may be filled by vote of a majority of the directors
3320 remaining in office in accordance with subsection (1);
3321 (b) Appointed by persons, other than the members, may be
3322 filled only by those persons; or
3323 (c) Designated in the articles of incorporation or bylaws
3324 may not be filled by action of the board of directors.
3325 (3) The term of a director elected or appointed to fill a
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3326 vacancy expires at the next annual meeting at which directors
3327 are elected. Any directorship to be filled by reason of an
3328 increase in the number of directors may be filled by the board
3329 of directors, but only for a term of office continuing until the
3330 next election of directors by the members or, if the corporation
3331 has no members or no members having the right to vote thereon,
3332 for such term of office as is provided in the articles of
3333 incorporation or the bylaws.
3334 Section 46. Section 617.08091, Florida Statutes, is
3335 created to read:
3336 617.08091 Removal of directors by judicial proceedings.—
3337 (1) The court of the county where the principal office of
3338 a corporation, or if one is not in this state, its registered
3339 office, is located may remove a director from office in a
3340 proceeding commenced by or in the right of the corporation if
3341 the court finds that:
3342 (a) The director engaged in fraudulent conduct with
3343 respect to the corporation or its members, grossly abused the
3344 position of director, or intentionally inflicted harm on the
3345 corporation; and
3346 (b) Considering the director's course of conduct and the
3347 inadequacy of other available remedies, removal is in the best
3348 interest of the corporation.
3349 (2) Only a member, an officer, or a director may bring an
3350 action under this section, and such action must comply with the
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3351 requirements of ss. 617.0742-617.0747. An action by a member may
3352 not be brought unless the complaint is filed by a member having,
3353 or is formally joined by members collectively having, no less
3354 than 10 percent of the corporation's voting power.
3355 (3) In addition to removing the director, the court may
3356 bar the director from being reelected, redesignated, or
3357 reappointed for a period prescribed by the court.
3358 (4) This section does not limit the equitable powers of
3359 the court to order other relief.
3360 Section 47. Section 617.0820, Florida Statutes, is amended
3361 to read:
3362 617.0820 Board meetings.—
3363 (1) The board of directors may hold regular or special
3364 meetings in or out of this state.
3365 (2) A majority of the directors present, whether or not a
3366 quorum exists, may adjourn any meeting of the board of directors
3367 to another time and place. Unless the bylaws otherwise provide,
3368 notice of any such adjourned meeting shall be given to the
3369 directors who were not present at the time of the adjournment
3370 and, unless the time and place of the adjourned meeting are
3371 announced at the time of the adjournment, to the other
3372 directors.
3373 (3) Unless the articles of incorporation or the bylaws
3374 provide otherwise, meetings of the board of directors may be
3375 called and notice of the meeting delivered by the chair of the
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3376 board, the president or a similarly situated officer, or 20
3377 percent of the directors then in office or by the president
3378 unless otherwise provided in the articles of incorporation or
3379 the bylaws.
3380 (4) Unless the articles of incorporation or the bylaws
3381 provide otherwise, the board of directors may permit any or all
3382 directors to participate in a regular or special meeting by, or
3383 conduct the meeting through the use of, any means of
3384 communication by which all directors participating may
3385 simultaneously hear each other during the meeting. A director
3386 participating in a meeting by this means is deemed to be present
3387 in person at the meeting.
3388 (5) Unless the articles of incorporation or the bylaws
3389 provide for a longer or shorter period, regular meetings of the
3390 board of directors may be held without notice of the date, time,
3391 place, or purpose of the meeting.
3392 (6) Unless the articles of incorporation or the bylaws
3393 provide otherwise, a special meeting of the board of directors
3394 must be preceded by at least 2 days' notice of the date, time,
3395 and place of the meeting. The notice need not describe the
3396 purpose of the special meeting unless required by the articles
3397 of incorporation or the bylaws.
3398 Section 48. Subsections (1) and (2) of section 617.0821,
3399 Florida Statutes, are amended to read:
3400 617.0821 Action by directors without a meeting.—
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3401 (1) Unless the articles of incorporation or the bylaws
3402 provide otherwise, action required or permitted by this chapter
3403 act to be taken at a board of directors' meeting or committee
3404 meeting may be taken without a meeting if the action is taken by
3405 all members of the board or of the committee. The action must be
3406 evidenced by one or more written consents describing the action
3407 taken and signed by each director or committee member and
3408 delivered to the corporation.
3409 (2) Action taken under this section is effective when the
3410 last director signs the consent and delivers the consent to the
3411 corporation, unless the consent specifies a different effective
3412 date. A director's consent may be withdrawn by a revocation
3413 signed by the director and delivered to the corporation before
3414 delivery to the corporation of unrevoked written consents signed
3415 by all the directors.
3416 Section 49. Section 617.0823, Florida Statutes, is amended
3417 to read:
3418 617.0823 Waiver of notice.—Notice of a meeting of the
3419 board of directors need not be given to any director who signs a
3420 waiver of notice either before or after the meeting. Attendance
3421 of a director at a meeting constitutes shall constitute a waiver
3422 of notice of such meeting and a waiver of any objection and all
3423 objections to the date of the meeting, the place of the meeting,
3424 the time of the meeting, or the manner in which it has been
3425 called or convened, except when a director states, at the
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3426 beginning of the meeting or promptly upon arrival at the
3427 meeting, any objection to holding the meeting or the transaction
3428 of affairs because the meeting is not lawfully called or
3429 convened and, after such objection, the director does not vote
3430 for or consent to action taken at the meeting.
3431 Section 50. Section 617.0830, Florida Statutes, is amended
3432 to read:
3433 (Substantial rewording of section. See s. 617.0830,
3434 F.S., for present text.)
3435 617.0830 General standards for directors.—
3436 (1) Each member of the board of directors, when
3437 discharging duties of a director, including in discharging
3438 duties as a member of a board committee, shall act:
3439 (a) In good faith; and
3440 (b) In a manner such director reasonably believes is in
3441 the best interests of the corporation.
3442 (2) The members of the board of directors or a board
3443 committee, when becoming informed in connection with a
3444 decisionmaking function or devoting attention to an oversight
3445 function, shall discharge their duties with the care that an
3446 ordinary prudent person in a like position would reasonably
3447 believe appropriate under similar circumstances.
3448 (3) In discharging board or board committee duties, a
3449 director who does not have knowledge that makes reliance
3450 unwarranted is entitled to rely on the performance by any of the
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3451 persons specified in paragraph (5)(a) or paragraph (5)(b) to
3452 whom the board may have delegated, formally or informally by
3453 course of conduct, the authority or duty to perform one or more
3454 of the board's functions that are delegable under applicable
3455 law.
3456 (4) In discharging board or board committee duties, a
3457 director who does not have knowledge that makes reliance
3458 unwarranted is entitled to rely on any information, opinions,
3459 reports, or statements, including financial statements and other
3460 financial data, prepared or presented by any of the persons
3461 specified in subsection (5).
3462 (5) A director is entitled to rely, in accordance with
3463 subsection (3) or subsection (4), on:
3464 (a) One or more officers or employees of the corporation
3465 whom the director reasonably believes to be reliable and
3466 competent in the functions performed or the information,
3467 opinions, reports, or statements provided;
3468 (b) Legal counsel, public accountants, or other persons
3469 retained by the corporation or by a committee of the board of
3470 the corporation as to matters involving skills or expertise the
3471 director reasonably believes are matters:
3472 1. Within the particular person's professional or expert
3473 competence; or
3474 2. As to which the particular person merits confidence; or
3475 (c) A committee of the board of directors of which the
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3476 director is not a member if the director reasonably believes the
3477 committee merits confidence.
3478 (d) In the case of a corporation engaged in religious
3479 activity, religious authorities and ministers, priests, rabbis,
3480 imams, or other persons whose positions or duties the director
3481 reasonably believes justify reliance and confidence and whom the
3482 director believes to be reliable and competent in the matters
3483 presented.
3484 (6) A director is not a trustee with respect to the
3485 corporation or with respect to any property held or administered
3486 by the corporation in trust, including property that may be
3487 subject to restrictions imposed by the donor or transferor of
3488 the property.
3489 Section 51. Section 617.0832, Florida Statutes, is amended
3490 to read:
3491 (Substantial rewording of section.
3492 See s. 617.0832, F.S., for present text.)
3493 617.0832 General standards for directors.—
3494 (1) As used in this section, the term:
3495 (a) "Director's conflict of interest transaction" means a
3496 transaction between a corporation and one or more of its
3497 directors, or another entity in which one or more of the
3498 corporation's directors is directly or indirectly a party to the
3499 transaction, other than being an indirect party as a result of
3500 being a member of the corporation, and has a direct or indirect
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3501 material financial interest or other material interest.
3502 (b) "Fair to the corporation" means that the transaction,
3503 as a whole, is beneficial to the corporation and its members,
3504 taking into appropriate account whether it is:
3505 1. Fair in terms of the director's dealings with the
3506 corporation in connection with that transaction; and
3507 2. Comparable to what might have been obtainable in an
3508 arm's length transaction.
3509 (c) "Family member" includes any of the following:
3510 1. The director's spouse.
3511 2. A child, stepchild, parent, stepparent, grandparent,
3512 sibling, step sibling, or half sibling of the director or the
3513 director's spouse.
3514 (d) "Indirect material financial interest" or "indirectly
3515 a party to a transaction" means that a director's family member
3516 has a material financial interest in the transaction, other than
3517 having an indirect interest as a member of the corporation, or
3518 if the transaction is with an entity, other than the
3519 corporation, which has a material financial interest in the
3520 transaction and controls, or is controlled by, the director or
3521 another person specified in this chapter.
3522 (e) "Indirect material financial interest" or "other
3523 material interest" means a director has a financial or other
3524 interest in the transaction which would reasonably be expected
3525 to impair the objectivity of the director's judgment when
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3526 participating in the action on the authorization of the
3527 transaction.
3528 (f) "Indirectly a party to a transaction" means a director
3529 who has a material financial interest in or is a director,
3530 officer, member, manager, or partner of a person, other than the
3531 corporation, who is a party to the transaction.
3532 (2) If a director's conflict of interest transaction is
3533 fair to the corporation at the time it is authorized, approved,
3534 effectuated, or ratified:
3535 (a) Such transaction is not void or voidable; and
3536 (b) The fact that the transaction is a director's conflict
3537 of interest transaction is not grounds for any equitable relief,
3538 an award of damages, or other sanctions, because of that
3539 relationship or interest, because such director or directors are
3540 present at the meeting of the board of directors or a committee
3541 thereof which authorizes, approves, or ratifies such
3542 transaction, or because such directors or their votes are
3543 counted for such purpose.
3544 (3)(a) In a proceeding challenging the validity of a
3545 director's conflict of interest transaction or in a proceeding
3546 seeking equitable relief, award of damages, or other sanctions
3547 with respect to a director's conflict of interest transaction,
3548 the person challenging the validity or seeking equitable relief,
3549 award of damages, or other sanctions has the burden of proving
3550 the lack of fairness of the transaction if:
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3551 1. The material facts of the transaction and the
3552 director's interest in the transaction were disclosed or known
3553 to the board of directors or committee that authorizes,
3554 approves, or ratifies the transaction and the transaction was
3555 authorized, approved, or ratified by a vote of a majority of the
3556 qualified directors, even if the qualified directors constitute
3557 less than a quorum of the board or the committee; however, the
3558 transaction may not be authorized, approved, or ratified under
3559 this subsection solely by a single director; or
3560 2. The material facts of the transaction and the
3561 director's interest in the transaction were disclosed or known
3562 to the members who voted upon such transaction and the
3563 transaction was authorized, approved, or ratified by a majority
3564 of the votes cast by disinterested members or by the written
3565 consent of disinterested members representing a majority of the
3566 votes that could be cast by all disinterested members. A
3567 membership interest owned by or voted under the control of a
3568 director who has a relationship or an interest in the director's
3569 conflict of interest transaction may not be considered a
3570 membership interest owned by a disinterested member and may not
3571 be counted in a vote of members to determine whether to
3572 authorize, approve, or ratify a director's conflict of interest
3573 transaction under this subsection. The vote of those membership
3574 interests, however, is counted in determining whether the
3575 transaction is approved under other sections of this chapter. A
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3576 majority of the membership interests, whether or not present,
3577 which are entitled to be counted in a vote on the transaction
3578 under this subsection, constitutes a quorum for the purpose of
3579 taking action under this section.
3580 (b) If neither of the conditions provided in paragraph (a)
3581 have been satisfied, the person defending or asserting the
3582 validity of a director's conflict of interest transaction has
3583 the burden of proving its fairness in a proceeding challenging
3584 the validity of the transaction.
3585 (4) The presence of or a vote cast by a director with an
3586 interest in the transaction does not affect the validity of an
3587 action taken in paragraph (3)(a) if the transaction is otherwise
3588 authorized, approved, or ratified as provided in subsection (3),
3589 but the presence or vote of the director may be counted for
3590 purposes of determining whether the transaction is approved
3591 under this chapter.
3592 (5) In addition to other grounds for challenge, a party
3593 challenging the validity of the transaction is not precluded
3594 from asserting and proving that a particular director or member
3595 was not disinterested on grounds of financial or other interest
3596 for purposes of the vote on, consent to, or approval of the
3597 transaction.
3598 (6) If directors' action under this section does not
3599 otherwise satisfy a quorum or voting requirement applicable to
3600 the authorization of the transaction by directors as required by
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3601 the articles of incorporation, the bylaws, this chapter, or any
3602 other law, an action to satisfy such authorization requirements,
3603 whether as part of the same action or by way of another action,
3604 must be taken by the board of directors or a committee in order
3605 to authorize the transaction. In such action, the vote or
3606 consent of directors who are not disinterested may be counted.
3607 (7) If members' action under this section does not satisfy
3608 a quorum or voting requirement applicable to the authorization
3609 of the transaction by members as required by the articles of
3610 incorporation, the bylaws, this chapter, or any other law, an
3611 action to satisfy such authorization requirements, whether as
3612 part of the same action or by way of another action, must be
3613 taken by the members in order to authorize the transaction. In
3614 such action, the vote or consent of members who are not
3615 disinterested members may be counted.
3616 Section 52. Section 617.0834, Florida Statutes, is
3617 reordered and amended to read:
3618 617.0834 Liability of directors and officers and directors
3619 of certain corporations and associations not for profit;
3620 immunity from civil liability.—
3621 (1) A director or an officer or director of a nonprofit
3622 organization recognized under s. 501(c)(3) or s. 501(c)(4) or s.
3623 501(c)(6) of the Internal Revenue Code of 1986, as amended, or
3624 of an agricultural or a horticultural organization recognized
3625 under s. 501(c)(5), of the Internal Revenue Code of 1986, as
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3626 amended, is not personally liable for monetary damages to the
3627 corporation or any person for any statement, vote, decision to
3628 take or not, or failure to take an action, or any failure to
3629 take any action, as a director or an officer regarding
3630 organizational management or policy by an officer or director,
3631 unless:
3632 (a) The director or officer or director breached or failed
3633 to perform the director's or officer's his or her duties as a
3634 director or an officer or director; and
3635 (b) The director's or officer's or director's breach of,
3636 or failure to perform, the director's or officer's his or her
3637 duties constitutes any of the following:
3638 1. A violation of the criminal law, unless the officer or
3639 director or officer had reasonable cause to believe the
3640 director's or officer's his or her conduct was lawful or had no
3641 reasonable cause to believe the director's or officer's his or
3642 her conduct was unlawful. A judgment or other final adjudication
3643 against a director or an officer or director in any criminal
3644 proceeding for violation of the criminal law estops that
3645 director or officer or director from contesting the fact that
3646 the director's or officer's his or her breach, or failure to
3647 perform, constitutes a violation of the criminal law, but does
3648 not estop the director or officer or director from establishing
3649 that the director or officer he or she had reasonable cause to
3650 believe that the director's or officer's his or her conduct was
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3651 lawful or had no reasonable cause to believe that the director's
3652 or officer's his or her conduct was unlawful;
3653 2. A transaction from which the director or officer or
3654 director derived an improper personal benefit, directly or
3655 indirectly; or
3656 3. In a proceeding by or in the right of the corporation
3657 to procure a judgment in its favor or by or in the right of a
3658 member, conscious disregard for the best interest of the
3659 corporation, or willful or intentional misconduct; or
3660 4. In a proceeding by or in the right of someone other
3661 than the corporation or a member, recklessness or an act or
3662 omission that was committed in bad faith or with malicious
3663 purpose or in a manner exhibiting wanton and willful disregard
3664 of human rights, safety, or property.
3665 (2) A director or an officer is deemed not to have derived
3666 an improper personal benefit from any transaction if the
3667 transaction and the nature of any personal benefit derived by
3668 the director or officer are not prohibited by state or federal
3669 law or regulation and, without further limitation, the
3670 transaction is fair to the corporation at the time it is
3671 authorized, approved, or ratified as determined in accordance
3672 with s. 617.0832.
3673 (3) The circumstances set forth in subsection (2) are not
3674 exclusive and do not preclude the existence of other
3675 circumstances under which a director or officer will be deemed
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3676 not to have derived an improper benefit.
3677 (4) For the purposes of this section, the term:
3678 (c)(a) "Recklessness" means the acting, or omission to
3679 act, in conscious disregard of a risk:
3680 1. Known, or so obvious that it should have been known, to
3681 the director or officer or director; and
3682 2. Known to the director or officer or director, or so
3683 obvious that it should have been known, to be so great as to
3684 make it highly probable that harm would follow from such action
3685 or omission.
3686 (a)(b) "Director" means a person who serves as a director,
3687 trustee, or member of the governing board of an organization.
3688 (b)(c) "Officer" means a person who serves as an officer
3689 without compensation except reimbursement for actual expenses
3690 incurred or to be incurred.
3691 Section 53. Subsection (4) of section 617.0835, Florida
3692 Statutes, is amended to read:
3693 617.0835 Prohibited activities by private foundations.—
3694 (4) The provisions of Subsections (2) and (3) do not apply
3695 to any corporation that was incorporated before January 1, 1970,
3696 and that has been properly relieved from the requirements of 26
3697 U.S.C. s. 508(e)(1) by a timely judicial proceeding to the
3698 extent that a court of competent jurisdiction determines that
3699 such application would be contrary to the terms of the articles
3700 of incorporation or organization or other instrument governing
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3701 such corporation or governing the administration of charitable
3702 funds held by it and that the same may not properly be changed
3703 to conform to such subsections.
3704 Section 54. Section 617.0844, Florida Statutes, is created
3705 to read:
3706 617.0844 Standards of conduct for officers.—
3707 (1) An officer, when discharging his or her duties, shall
3708 act:
3709 (a) In good faith; and
3710 (b) In a manner such officer reasonably believes to be in
3711 the best interests of the corporation.
3712 (2) An officer, when becoming informed in connection with
3713 a decisionmaking function or devoting attention to an oversight
3714 function, shall discharge his or her duties with the care that
3715 an ordinary prudent person in a like position would reasonably
3716 believe appropriate under similar circumstances.
3717 (3) In discharging his or her duties, an officer who does
3718 not have knowledge that makes reliance unwarranted is entitled
3719 to rely on the performance by any of the persons specified in
3720 paragraph (5)(a) or paragraph (5)(b) to whom the board may have
3721 delegated, formally or informally by course of conduct, the
3722 authority or duty to perform one or more of the board's
3723 functions that are delegable under applicable law.
3724 (4) In discharging his or her duties, an officer who does
3725 not have knowledge that makes reliance unwarranted is entitled
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3726 to rely on any information, opinions, reports, or statements,
3727 including financial statements and other financial data,
3728 prepared or presented by any of the persons specified in
3729 subsection (5).
3730 (5) An officer is entitled to rely, in accordance with
3731 subsection (3) or subsection (4), on:
3732 (a) One or more officers or employees of the corporation
3733 whom the officer reasonably believes to be reliable and
3734 competent in the functions performed or the information,
3735 opinions, reports, or statements provided;
3736 (b) Legal counsel, public accountants, or other persons
3737 retained by the corporation or by a committee of the board of
3738 the corporation as to matters involving skills or expertise the
3739 officer reasonably believes are matters:
3740 1. Within the particular person's professional or expert
3741 competence; or
3742 2. As to which the particular person merits confidence; or
3743 (c) A committee of the board of directors of which the
3744 officer is not a member if the officer reasonably believes the
3745 committee merits confidence.
3746 (d) In the case of a corporation engaged in religious
3747 activity, religious authorities and ministers, priests, rabbis,
3748 imams, or other persons whose positions or duties the officer
3749 reasonably believes justify reliance and confidence and whom the
3750 officer believes to be reliable and competent in the matters
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3751 presented.
3752 (6) The duty of an officer includes the obligation to:
3753 (a) Inform the superior officer to whom, or the board of
3754 directors or the committee to which, the officer reports of
3755 information about the affairs of the corporation known to the
3756 officer, within the scope of the officer's functions, and known
3757 or as should be known to the officer to be material to such
3758 superior officer, board, or committee; and
3759 (b) Inform such officer's superior officer, or another
3760 appropriate person within the corporation, or the board of
3761 directors, or a committee thereof, of any actual or probable
3762 material violation of law involving the corporation or material
3763 breach of duty to the corporation by an officer, employee, or
3764 agent of the corporation the officer believes has occurred or is
3765 likely to occur.
3766 (7) An officer is not a trustee with respect to the
3767 corporation or to any property held or administered by the
3768 corporation in trust, including property that may be subject to
3769 restrictions imposed by the donor.
3770 Section 55. Subsection (1) of section 617.1001, Florida
3771 Statutes, is amended to read:
3772 617.1001 Authority to amend the articles of
3773 incorporation.—
3774 (1) A corporation may amend its articles of incorporation
3775 at any time to add or change a provision that is required or
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3776 permitted in the articles of incorporation or to delete a
3777 provision not required to be contained in the articles of
3778 incorporation. Whether a provision is required or permitted in
3779 the articles of incorporation is determined as of the effective
3780 date of the amendment as provided in this act.
3781 Section 56. Present paragraph (b) of subsection (1) and
3782 present subsections (2) and (3) of section 617.1002, Florida
3783 Statutes, are redesignated as subsections (2), (4), and (5),
3784 respectively, a new subsection (3) is added to that section, and
3785 present subsection (1) of that section is amended, to read:
3786 617.1002 Procedure for amending articles of
3787 incorporation.—
3788 (1) Unless the articles of incorporation provide otherwise
3789 an alternative procedure, amendments to the articles of
3790 incorporation shall must be adopted made in the following
3791 manner:
3792 (a) If there are members entitled to vote on a proposed
3793 amendment to the articles of incorporation, the proposed
3794 amendment shall first be adopted by the board of directors. must
3795 adopt a resolution setting forth the proposed amendment and
3796 directing that it be submitted to a vote at a meeting of members
3797 entitled to vote on the proposed amendment, which may be either
3798 an annual or a special meeting. Written notice setting forth the
3799 proposed amendment or a summary of the changes to be effected by
3800 the amendment must be given to each member entitled to vote at
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3801 such meeting in accordance with the articles of incorporation or
3802 the bylaws. The proposed amendment shall be adopted upon
3803 receiving at least a majority, or any larger or smaller
3804 percentage specified in the articles of incorporation or the
3805 bylaws, of the votes which members present at such meeting or
3806 represented by proxy are entitled to cast; or
3807 (b) Except as provided in subsection (3) or, with respect
3808 to restatements that do not require member approval, or s.
3809 617.1007, the members shall approve the amendment.
3810 (c) In submitting the proposed amendment to the members
3811 for approval, the board of directors shall recommend that the
3812 members approve the amendment unless the board of directors
3813 determines that, because of a conflict of interest or other
3814 special circumstances, it should not make such a recommendation,
3815 in which case the board must inform the members of the basis for
3816 proceeding without such recommendation.
3817 (d) The board of directors may set conditions for the
3818 approval of the amendment by the members or the effectiveness of
3819 the amendment.
3820 (e) If the amendment is required to be approved by the
3821 members, and the approval is to be given at a meeting, the
3822 corporation must notify each member entitled to vote on the
3823 amendment of the meeting of members at which the amendment is to
3824 be submitted for approval. The notice must state that the
3825 purpose, or one of the purposes, of the meeting is to consider
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3826 the amendment, and must contain or be accompanied by a copy of
3827 the amendment.
3828 (f) Unless this chapter, the articles of incorporation, or
3829 the board of directors, acting pursuant to paragraph (d),
3830 requires a greater vote or a greater quorum, the approval of the
3831 amendment requires the approval of the members at a meeting at
3832 which the current required quorum exists.
3833 (2)(b) If there are no members or if members are not
3834 entitled to vote on proposed amendments to the articles of
3835 incorporation, unless the articles of incorporation provide
3836 otherwise, an amendment may be adopted at a meeting of the board
3837 of directors by a majority vote of the directors then in office,
3838 or by the incorporators if no board has been elected. Unless the
3839 articles of incorporation provide otherwise, an amendment
3840 adopted by the board of directors under this subsection must
3841 also be approved, if the amendment changes or deletes a
3842 provision regarding the appointment of a director by persons
3843 other than the board, by those persons as if they constituted a
3844 voting group.
3845 (3) Unless the articles of incorporation provide
3846 otherwise, the board of directors of a corporation with members
3847 entitled to vote on proposed amendments may adopt amendments to
3848 the corporation's articles of incorporation without approval of
3849 the members to:
3850 (a) Extend the duration of the corporation if it was
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3851 incorporated at a time when limited duration was required by
3852 law;
3853 (b) Delete the names and addresses of the initial
3854 directors;
3855 (c) Delete the name and address of the initial registered
3856 agent or registered office, if a statement of change is on file
3857 with the department;
3858 (d) Delete any other information contained in the articles
3859 of incorporation which is solely of historical interest;
3860 (e) Change the corporate name by substituting the word
3861 "corporation," "incorporated," or the abbreviation "Corp.," or
3862 "Inc.," for a similar word or abbreviation in the name, or by
3863 adding, deleting, or changing a geographical attribution for the
3864 name; or
3865 (f) Restate without change all of the then operative
3866 provisions of the articles of incorporation as provided in s.
3867 617.1007.
3868 Section 57. Section 617.1006, Florida Statutes, is amended
3869 to read:
3870 617.1006 Contents of articles of amendment.—
3871 (1) After an amendment to the articles of incorporation
3872 has been adopted and approved as required by this chapter, the
3873 corporation shall deliver to the department for filing articles
3874 of amendment which must be signed in accordance with The
3875 articles of amendment must be executed by the corporation as
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3876 provided in s. 617.01201 and must set forth:
3877 (a)(1) The name of the corporation;
3878 (b)(2) The text of each amendment adopted or the
3879 information required by s. 617.01201(10), if applicable;
3880 (c) If the amendment provides for an exchange, a
3881 reclassification, or a cancellation of memberships, provisions
3882 for implementing the amendment if not contained in the amendment
3883 itself, which may be made dependent upon facts objectively
3884 ascertainable outside the articles of amendment in accordance
3885 with s. 617.01201(10);
3886 (d) The date of each amendment's adoption; and
3887 (e) If the amendment:
3888 1. Was adopted by the incorporators or the board of
3889 directors without member approval, a statement that the
3890 amendment was adopted by the incorporators or by the board of
3891 directors and that member approval was not required;
3892 2. Required approval by the members, a statement that the
3893 amendment was duly approved by the members in the manner
3894 required by this chapter and by the articles of incorporation
3895 and bylaws; or
3896 3. Is being filed pursuant to s. 617.01201(10), a
3897 statement to that effect.
3898 (2) Articles of amendment take effect on the effective
3899 date determined pursuant to s. 617.0123.
3900 (3) If there are members entitled to vote on a proposed
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3901 amendment, the date of the adoption of the amendment by the
3902 members and a statement that the number of votes cast for the
3903 amendment was sufficient for approval; and
3904 (4) If there are no members or if members are not entitled
3905 to vote on a proposed amendment, a statement of such fact and
3906 the date of the adoption of the amendment by the board of
3907 directors.
3908 Section 58. Section 617.1101, Florida Statutes, is amended
3909 to read:
3910 (Substantial rewording of section.
3911 See s. 617.1101, F.S., for present text.)
3912 617.1101 Plan of merger.—
3913 (1) By complying with this chapter, including adopting a
3914 plan of merger in accordance with subsection (3) and complying
3915 with s. 617.1103:
3916 (a) Subject to and except as otherwise provided in s.
3917 617.1102, one or more domestic corporations may merge with one
3918 or more domestic or foreign eligible entities pursuant to a plan
3919 of merger, resulting in a survivor; and
3920 (b) Any two or more eligible entities may merge, resulting
3921 in a surviving entity that is a domestic corporation created in
3922 the merger.
3923 (2) Subject to and except as otherwise provided in s.
3924 617.1102, a domestic eligible entity that is not a corporation
3925 may be a party to a merger with a domestic corporation, or may
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3926 be created as the survivor in a merger in which a domestic
3927 corporation is a party, but only if the parties to the merger
3928 comply with this chapter and the merger is permitted by the
3929 organic law of the domestic eligible entity that is not a
3930 corporation. A foreign eligible entity may be a party to a
3931 merger with a domestic corporation or, subject to and as
3932 otherwise provided in s. 617.1102, may be created as the
3933 survivor in a merger in which a domestic corporation is a party,
3934 but only if the parties to the merger comply with this chapter
3935 and the merger is permitted by the organic law of the foreign
3936 eligible entity.
3937 (3) The plan of merger must set forth:
3938 (a) As to each party to the merger, its name, jurisdiction
3939 of formation, and type of entity;
3940 (b) The survivor's name, jurisdiction of formation, and
3941 type of entity, and, if the survivor is to be created in the
3942 merger, a statement to that effect;
3943 (c) The terms and conditions of the merger, including:
3944 1. A statement that the interests in such entity are to be
3945 canceled; or
3946 2. The manner of converting the interests in such entity
3947 into interests, securities, obligations, money, other property,
3948 rights to acquire interests or securities, or any combination of
3949 the foregoing;
3950 (d) The articles of incorporation of any domestic or
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3951 foreign corporation, or the public organic record of any other
3952 domestic or foreign eligible entity to be created by the merger,
3953 or if a new domestic or foreign corporation or other eligible
3954 entity is not to be created by the merger, any amendment to, or
3955 restatement of, the survivor's articles of incorporation or
3956 other public organic record;
3957 (e) The effective date and time of the merger, which may
3958 be on or after the filing date of filing the articles of merger;
3959 and
3960 (f) Any other provision required by the laws under which
3961 any party to the merger is organized or by which it is governed,
3962 or by the articles of incorporation or organic rules of any such
3963 party.
3964 (4) In addition to the requirements of subsection (3), a
3965 plan of merger may contain any other provision that is not
3966 prohibited by law.
3967 (5) Terms of a plan of merger may be made dependent upon
3968 facts objectively ascertainable outside the plan in accordance
3969 with s. 617.01201(10).
3970 (6) A plan of merger may be amended only with the consent
3971 of each party to the merger, except as provided in the plan. A
3972 domestic party to a merger may approve an amendment to a plan:
3973 (a) In the same manner as the plan was approved, if the
3974 plan does not provide for the manner in which it may be amended;
3975 or
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3976 (b) In the manner provided in the plan, except that an
3977 interest holder that was entitled to vote on or consent to the
3978 approval of the plan is entitled to vote on or consent to any
3979 amendment to the plan which will change:
3980 1. The amount or kind of interests, securities,
3981 obligations, money, other property, rights to acquire interests
3982 or securities, or any combination of the foregoing, to be
3983 received under the plan by the interest holders of any party to
3984 the merger;
3985 2. The articles of incorporation of any domestic
3986 corporation, or the organic rules of any other type of entity,
3987 that will be the survivor of the merger, except for changes
3988 permitted by s. 617.1002(3) or by comparable provisions of the
3989 organic law of any other type of entity; or
3990 3. Any of the other terms or conditions of the plan if the
3991 change would adversely affect the interest holder in any
3992 material respect.
3993 Section 59. Section 617.1102, Florida Statutes, is amended
3994 to read:
3995 617.1102 Limitation on merger.—A domestic corporation that
3996 holds property for a charitable purpose not for profit organized
3997 under this chapter may merge with one or more other eligible
3998 entities, as identified in s. 607.1101(1), only if the surviving
3999 entity of such merger is a domestic or foreign corporation not
4000 for profit or other eligible entity that has been organized as a
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4001 nonprofit not-for-profit entity under a governing statute or
4002 other applicable law that allows such a merger.
4003 Section 60. Section 617.1103, Florida Statutes, is amended
4004 to read:
4005 (Substantial rewording of section.
4006 See s. 617.1103, F.S., for present text.)
4007 617.1103 Approval of plan of merger; abandonment of plan
4008 thereafter.—
4009 (1) In the case of a domestic corporation that is a party
4010 to a merger, the plan of merger shall be adopted in the
4011 following manner if there are members of the domestic
4012 corporation entitled to vote on the merger:
4013 (a) The plan of merger shall first be adopted by the board
4014 of directors of such domestic corporation.
4015 (b) Except as provided in paragraph (h), and in s.
4016 617.1104, the members entitled to vote shall vote to adopt the
4017 plan of merger.
4018 (c) In submitting the plan of merger to the members for
4019 approval, the board of directors shall recommend that the
4020 members approve the plan, unless the board of directors makes a
4021 determination that because of conflicts of interest or other
4022 special circumstances it should not make such a recommendation,
4023 in which case the board shall inform the members of the basis
4024 for proceeding without such recommendation.
4025 (d) The board of directors may set conditions for the
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4026 approval of the proposed merger by the members or the
4027 effectiveness of the plan of merger.
4028 (e) If the approval by members is to be given at a
4029 meeting, the corporation shall notify each member entitled to
4030 vote of the meeting of members at which the plan is submitted
4031 for approval in accordance with this chapter and the articles of
4032 incorporation and bylaws of the corporation. The notice must
4033 also state that the purpose, or one of the purposes, of the
4034 meeting is to consider the plan of merger, regardless of whether
4035 the meeting is an annual or a special meeting, and contain or be
4036 accompanied by a copy of the plan. If the corporation is not to
4037 be the surviving entity, the notice must also include or be
4038 accompanied by a copy of the articles of incorporation and
4039 bylaws or the organic rules of the surviving entity.
4040 (f) Unless this chapter, the articles of incorporation, or
4041 the board of directors, acting pursuant to paragraph (d),
4042 requires a greater vote or a greater quorum in the respective
4043 case, approval of the plan of merger shall require the approval
4044 of the members at a meeting at which the current required quorum
4045 exists by a majority of the votes entitled to be cast on the
4046 plan and, if any class of members is entitled to vote as a
4047 separate voting group on the plan of merger, the approval of
4048 each such separate voting group at a meeting at which a quorum
4049 of the voting group is present by a majority of the votes
4050 entitled to be cast on the merger by that voting group.
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4051 (g) Subject to paragraph (h), unless otherwise provided in
4052 the articles of incorporation, separate voting on a plan of
4053 merger is required for each class of members that is to be
4054 converted under the plan of merger into securities, interests,
4055 or obligations; rights to acquire securities or other interests;
4056 or cash, other property, or any combination thereof.
4057 (h) The articles of incorporation may expressly limit or
4058 eliminate the separate voting rights as to any class of members.
4059 (2) If a domestic corporation that is a party to a merger
4060 has no members or if its members are not entitled to vote on a
4061 plan of merger, such plan may be adopted at a meeting of its
4062 board of directors by a majority vote of the directors then in
4063 office.
4064 (3)(a) After a plan of merger has been approved and before
4065 articles of merger are effective, the plan may be abandoned as
4066 provided in the plan. Unless prohibited by the plan, the plan
4067 may be abandoned by the board of directors in the same manner as
4068 the plan was approved by:
4069 1. A domestic corporation; or
4070 2. A merging domestic eligible entity if the organic law
4071 of the entity does not provide for amendment of a plan of
4072 merger.
4073 (b) If a merger is abandoned under paragraph (a) after
4074 articles of merger have been delivered to the department for
4075 filing but before the articles of merger have become effective,
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4076 a statement of abandonment signed by all the parties that signed
4077 the articles of merger shall be delivered to the department for
4078 filing before the articles of merger become effective. The
4079 statement takes effect on filing, whereupon the merger is deemed
4080 abandoned and does not become effective. The statement of
4081 abandonment must contain:
4082 1. The name of each party to the merger;
4083 2. The date on which the articles of merger were filed by
4084 the department; and
4085 3. A statement that the merger has been abandoned in
4086 accordance with this section.
4087 Section 61. Section 617.1104, Florida Statutes, is created
4088 to read:
4089 617.1104 Short-form merger between parent and subsidiary
4090 or between subsidiaries.—
4091 (1)(a) A domestic or foreign parent eligible entity that
4092 holds a membership in a domestic corporation that carries at
4093 least 80 percent of the voting power of each class of membership
4094 of the domestic corporation which has voting power may:
4095 1. Merge the subsidiary into itself, or into another
4096 domestic or foreign eligible entity in which the parent eligible
4097 entity owns at least 80 percent of the voting power of each
4098 class and series of the outstanding interests that have voting
4099 power; or
4100 2. Merge itself into the subsidiary.
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4101 (b) Mergers under subparagraphs (a)1. and 2. do not
4102 require the approval of the board of directors or members of the
4103 subsidiary unless the articles of incorporation or organic rules
4104 of the parent eligible entity or the articles of incorporation
4105 of the subsidiary entity otherwise provide. The articles of
4106 merger relating to a merger under this section do not need to be
4107 signed by the subsidiary entity.
4108 (2) The parent eligible entity shall, within 10 days after
4109 the effective date of a merger approved under subsection (1),
4110 notify each of the subsidiary entity's members that the merger
4111 has become effective.
4112 (3) Except as provided for in subsections (1) and (2), a
4113 merger between a parent eligible entity and a domestic
4114 subsidiary corporation is governed by ss. 617.1101-617.1107,
4115 which are applicable to mergers generally.
4116 Section 62. Section 617.1105, Florida Statutes, is amended
4117 to read:
4118 (Substantial rewording of section.
4119 See s. 617.1105, F.S., for present text.)
4120 617.1105 Articles of merger.—
4121 (1) After a plan of merger has been adopted and approved
4122 as required by this chapter or, if the merger is being effected
4123 pursuant to s. 617.1101(1)(b), the merger has been approved as
4124 required by the organic law governing the parties to the merger,
4125 the articles of merger must be signed by each party to the
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4126 merger, except as provided in s. 617.1104. The articles of
4127 merger must set forth:
4128 (a) The name, jurisdiction of formation, and type of
4129 entity of each party to the merger;
4130 (b) If not already identified as the survivor pursuant to
4131 paragraph (a), the name, jurisdiction of formation, and type of
4132 entity of the survivor;
4133 (c) If the articles of incorporation of the survivor are
4134 being amended, or if a new domestic corporation is being created
4135 as a result of the merger:
4136 1. The amendments to the survivor's articles of
4137 incorporation; or
4138 2. The articles of incorporation of the new corporation;
4139 (d) If the plan of merger required approval by the members
4140 of a domestic corporation that is a party to the merger, a
4141 statement that the plan was duly approved by the members and, if
4142 voting by any separate voting group was required, by each such
4143 separate voting group, in the manner required by this chapter
4144 and the articles of incorporation of such domestic corporation;
4145 (e) If the plan of merger did not require approval by the
4146 members of a domestic corporation that is a party to the merger,
4147 a statement to that effect;
4148 (f) As to each foreign corporation that is a party to the
4149 merger, a statement that the participation of the foreign
4150 corporation was duly authorized in accordance with such
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4151 corporation's organic law;
4152 (g) As to each domestic or foreign eligible entity that is
4153 a party to the merger and that is not a domestic or foreign
4154 corporation, a statement that the participation of the eligible
4155 entity in the merger was duly authorized in accordance with such
4156 eligible entity's organic law; and
4157 (h) If the survivor is not a domestic or foreign
4158 corporation or other eligible entity that has been organized as
4159 a nonprofit entity under a governing statute or other applicable
4160 law that allows such a merger, as to each domestic corporation
4161 that is a party to the merger, a statement that it does not hold
4162 any property for a charitable purpose.
4163 (2) In addition to the requirements of subsection (1),
4164 articles of merger may contain any other provision not
4165 prohibited by law.
4166 (3) The articles of merger shall be delivered to the
4167 department for filing, and, subject to subsection (4), the
4168 merger must take effect on the effective date determined in
4169 accordance with s. 617.0123.
4170 (4) With respect to a merger in which one or more foreign
4171 entities is a party or a foreign corporation created by the
4172 merger is the survivor, the merger itself becomes effective at
4173 the later of:
4174 (a) When all documents required to be filed in all foreign
4175 jurisdictions to effect the merger have become effective; or
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4176 (b) When the articles of merger take effect.
4177 (5) Articles of merger required to be filed under this
4178 section may be combined with any filing required under the
4179 organic law governing any other domestic eligible entity
4180 involved in the transaction if the combined filing satisfies the
4181 requirements of both this section and the other organic law.
4182 Section 63. Section 617.1106, Florida Statutes, is amended
4183 to read:
4184 (Substantial rewording of section.
4185 See s. 617.1106, F.S., for present text.)
4186 617.1106 Effect of merger.—
4187 (1) When a merger becomes effective:
4188 (a) The domestic or foreign eligible entity that is
4189 designated in the plan of merger as the survivor continues or
4190 comes into existence, as the case may be;
4191 (b) The separate existence of every merging entity, other
4192 than the survivor, ceases;
4193 (c) All property owned by, and every contract right and
4194 other right possessed by, each merging entity vests in the
4195 survivor, without transfer, reversion, or impairment;
4196 (d) All debts, obligations, and other liabilities of each
4197 merging entity become debts, obligations, and liabilities of the
4198 survivor;
4199 (e) The name of the survivor may be, but need not be,
4200 substituted in any pending proceeding for the name of any party
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4201 to the merger whose separate existence ceased in the merger;
4202 (f) Neither the rights of creditors nor any liens upon the
4203 property of any corporation party to the merger are impaired by
4204 such merger;
4205 (g) If the survivor is a domestic eligible entity, the
4206 articles of incorporation and bylaws or the organic rules of the
4207 survivor are amended to the extent provided in the plan of
4208 merger;
4209 (h) The articles of incorporation and bylaws or the
4210 organic rules of a survivor that is a domestic eligible entity
4211 and is created by the merger become effective;
4212 (i) The interests of each merging entity which are to be
4213 canceled or converted in the merger are canceled or converted,
4214 and the interest holders of those interests are entitled only to
4215 the rights provided to them under the plan of merger and to any
4216 appraisal rights they have under the merging entity's organic
4217 law;
4218 (j) Except as provided by law or the plan of merger, all
4219 the rights, privileges, franchises, and immunities of each
4220 eligible entity that is a party to the merger, other than the
4221 survivor, become the rights, privileges, franchises, and
4222 immunities of the survivor; and
4223 (k) If the survivor exists before the merger:
4224 1. All the property and contract and other rights of the
4225 survivor remain its property and contract and other rights
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4226 without transfer, reversion, or impairment;
4227 2. The survivor remains subject to all of its debts,
4228 obligations, and other liabilities; and
4229 3. Except as provided by law or the plan of merger, the
4230 survivor continues to hold all of its rights, privileges,
4231 franchises, and immunities.
4232 (2) Except as provided in the organic law governing a
4233 party to a merger or in its articles of incorporation or organic
4234 rules, the merger does not give rise to any rights that any
4235 interest holder or third party would have upon a dissolution,
4236 liquidation, or winding up of that party. The merger does not
4237 require a party to the merger to wind up its affairs and does
4238 not constitute or cause its dissolution or termination.
4239 (3) Property held in trust or otherwise dedicated to a
4240 charitable purpose and held by a domestic or foreign eligible
4241 entity immediately before a merger becomes effective may not, as
4242 a result of the merger, be diverted from the purposes for which
4243 it was donated, granted, devised, or otherwise transferred
4244 except pursuant to the laws of this state addressing cy pres or
4245 dealing with nondiversion of charitable assets.
4246 (4) Any bequest, devise, gift, grant, or promise contained
4247 in a will or other instrument of donation, subscription, or
4248 conveyance which is made to an eligible entity that is a party
4249 to a merger that is not the survivor and which takes effect or
4250 remains payable after the merger inures to the survivor.
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4251 (5) A trust obligation that would govern property if the
4252 property is directed to be transferred to a nonsurviving
4253 eligible entity applies to property that is to be transferred
4254 instead to the survivor after a merger becomes effective.
4255 Section 64. Section 617.1107, Florida Statutes, is amended
4256 to read:
4257 617.1107 Merger of domestic and foreign corporations.—
4258 (1) One or more foreign corporations and one or more
4259 domestic corporations may be merged into a corporation of this
4260 state or of another jurisdiction if such merger is permitted by
4261 the laws of the jurisdiction under which each such foreign
4262 corporation is organized and if:
4263 (a) Each foreign corporation complies with the applicable
4264 laws of the jurisdiction under which it is organized; and
4265 (b) Each domestic corporation complies with the provisions
4266 of this act relating to the merger of domestic corporations.
4267 (2) Following a merger in accordance with s. 617.1101, if
4268 the surviving eligible entity is a foreign eligible entity
4269 corporation is to be governed by the laws of any jurisdiction
4270 other than this state, it must comply with the provisions of
4271 this chapter act with respect to foreign corporations if it is
4272 to conduct its affairs in this state, and in every case it will
4273 be deemed to have filed with the department of State:
4274 (a) An agreement that it may be served with process in
4275 this state in any proceeding for the enforcement of any
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4276 obligation of any domestic corporation which is a party to such
4277 merger; and
4278 (b) An irrevocable appointment of the department of State
4279 of this state as its agent to accept service of process in any
4280 such proceeding.
4281 (2)(3) Following a merger in accordance with s. 617.1101,
4282 if the surviving eligible entity is a corporation is to be
4283 governed by the laws of this state, the effect of such merger is
4284 the same as in the case of the merger of domestic corporations.
4285 If the surviving eligible entity corporation is to be governed
4286 by the laws of any jurisdiction other than this state, the
4287 effect of such merger is governed by the laws of such other
4288 jurisdiction.
4289 (4) At any time prior to the filing of the articles of
4290 merger by the Department of State, the merger may be abandoned
4291 pursuant to provisions therefor, if any, set forth in the plan
4292 of merger.
4293 Section 65. Section 617.1202, Florida Statutes, is amended
4294 to read:
4295 617.1202 Sale, lease, exchange, or other disposition of
4296 corporate property and assets requiring member approval.—A sale,
4297 lease, exchange, or other disposition of all or substantially
4298 all of the property and assets of a corporation, in all cases
4299 other than those not requiring member approval as specified in
4300 s. 617.1201, may be made upon such terms and conditions and for
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4301 such consideration, which may consist in whole or in part of
4302 money or property, real or personal, including shares, bonds, or
4303 other securities of any corporation or corporations for profit,
4304 domestic or foreign, and must be authorized in the following
4305 manner:
4306 (1) If a the corporation has members entitled to vote, the
4307 corporation may sell, lease, exchange, or otherwise dispose of
4308 all, or substantially all, of its property, with or without good
4309 will, on the terms and conditions and for the consideration
4310 determined by the corporation's board of directors, but only if
4311 the board of directors proposes and its members approve the
4312 proposed transaction in the following manner: on the sale,
4313 lease, exchange, or other disposition of corporate property, the
4314 board of directors must adopt a resolution approving such sale,
4315 lease, exchange, or other disposition, and directing that it be
4316 submitted to a vote at a meeting of members entitled to vote
4317 thereon, which may be either an annual or special meeting.
4318 Written notice stating that the purpose, or one of the purposes,
4319 of such meeting is to consider the sale, lease, exchange, or
4320 other disposition of all or substantially all of the property
4321 and assets of the corporation must be given to each member
4322 entitled to vote at such meeting in accordance with the articles
4323 of incorporation or the bylaws. At such meeting, the members may
4324 authorize such sale, lease, exchange, or other disposition and
4325 may approve or fix, or may authorize the board of directors to
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4326 fix, any or all of the terms and conditions thereof and the
4327 consideration to be received by the corporation therefor. Such
4328 authorization requires at least a majority of the votes which
4329 members present at such meeting or represented by proxy are
4330 entitled to cast. After such authorization by a vote of members,
4331 the board of directors may, in its discretion, abandon such
4332 sale, lease, exchange, or other disposition of assets, subject
4333 to the rights of third parties under any contracts relating to
4334 such sale, lease, exchange, or other disposition, without
4335 further action or approval by members.
4336 (a) The board of directors shall first adopt a resolution
4337 approving the disposition, and thereafter, the disposition must
4338 also be approved by the corporation's members having voting
4339 rights thereon.
4340 (b) In submitting the disposition to the members who have
4341 voting rights for approval, the board of directors shall
4342 recommend the proposed transaction to the members of record
4343 unless the board of directors makes a determination that because
4344 of a conflict of interest or other special circumstances it
4345 should not make such a recommendation, in which event the board
4346 of directors shall inform the members of the basis for its so
4347 proceeding without such recommendation.
4348 (c) The board of directors may set conditions for approval
4349 of the disposition or the effectiveness of the disposition.
4350 (d) If the disposition is required to be approved by the
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4351 members under this subsection and if the approval is to be given
4352 at the meeting, the corporation must notify each member entitled
4353 to vote of the meeting of members at which the disposition is to
4354 be submitted for approval. The notice must state that the
4355 purpose, or one of the purposes, of the meeting is to consider
4356 the disposition and must contain a description of the
4357 disposition and the consideration to be received by the
4358 corporation.
4359 (e) Unless this chapter, the articles of incorporation, or
4360 the board of directors acting pursuant to paragraph (c) requires
4361 a greater vote or a greater quorum, the approval of the
4362 disposition shall require the approval of the members entitled
4363 to vote at a meeting at which the current required quorum exists
4364 consisting of a majority of all the votes entitled to be cast on
4365 the disposition.
4366 (2) After a disposition has been approved by the members
4367 under this section, and at any time before the disposition has
4368 been consummated, it may be abandoned by the corporation without
4369 action by the members, subject to any contractual rights of
4370 other parties to the disposition.
4371 (3) A disposition of assets in the course of dissolution
4372 is governed by ss. 617.1401-617.1440 and not by this section.
4373 (4) If the corporation has no members or if its members
4374 are not entitled to vote thereon, a sale, lease, exchange, or
4375 other disposition of all or substantially all the property and
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4376 assets of a corporation may be authorized by a majority vote of
4377 the directors then in office.
4378 Section 66. Subsection (2) of section 617.1401, Florida
4379 Statutes, is amended, and subsection (3) of that section is
4380 reenacted, to read:
4381 617.1401 Voluntary dissolution of corporation prior to
4382 conducting its affairs.—
4383 (2) Articles of dissolution must be executed in accordance
4384 with s. 617.01201 and must set forth:
4385 (a) The name of the corporation;
4386 (b) The date of filing of its articles of incorporation;
4387 (c) That the corporation has not commenced to conduct its
4388 affairs;
4389 (d) That no debts of the corporation remain unpaid; and
4390 (e) That any net assets of the corporation remaining after
4391 winding up have been distributed in accordance with s. 617.1406;
4392 and
4393 (f) That the incorporator or a majority of the
4394 incorporators or a majority of the directors, as the case may
4395 be, authorized the dissolution.
4396 (3) The articles of dissolution must be filed and shall
4397 become effective in accordance with s. 617.1403, may be revoked
4398 in accordance with s. 617.1404, and shall have the effect
4399 prescribed in s. 617.1405.
4400 Section 67. Section 617.1402, Florida Statutes, is amended
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4401 to read:
4402 617.1402 Dissolution of corporation subsequent to
4403 conducting its affairs.—A corporation desiring to dissolve and
4404 wind up its affairs must adopt a resolution to dissolve in the
4405 following manner:
4406 (1) If the corporation has members entitled to vote on a
4407 resolution to dissolve, and unless the board of directors
4408 determines that because of a conflict of interest or other
4409 substantial reason it should not make any recommendation, the
4410 board of directors must adopt a resolution recommending that the
4411 corporation be dissolved and directing that the question of such
4412 dissolution be submitted to a vote at a meeting of members
4413 entitled to vote thereon, which may be either an annual or
4414 special meeting. Written notice stating that the purpose, or one
4415 of the purposes, of such meeting is to consider the advisability
4416 of dissolving the corporation must be given to each member
4417 entitled to vote at such meeting in accordance with the articles
4418 of incorporation or the bylaws. A resolution to dissolve the
4419 corporation must shall be adopted upon receiving at least a
4420 majority of the votes which members present at such meeting or
4421 represented by proxy are entitled to cast.
4422 (2) If the corporation has no members or if its members
4423 are not entitled to vote on a resolution to dissolve, the
4424 dissolution of the corporation may be authorized at a meeting of
4425 the board of directors by a majority vote of the directors then
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4426 in office.
4427 Section 68. Subsection (1) of section 617.1403, Florida
4428 Statutes, is amended, and subsection (3) is added to that
4429 section, to read:
4430 617.1403 Articles of dissolution.—
4431 (1) At any time after dissolution is authorized, the
4432 corporation may dissolve by delivering to the department of
4433 State for filing articles of dissolution setting forth:
4434 (a) The name of the corporation;
4435 (b) If the corporation has members entitled to vote on
4436 dissolution, the date of the meeting of members at which the
4437 resolution to dissolve was adopted, a statement that the number
4438 of votes cast for dissolution was sufficient for approval, or a
4439 statement that such a resolution was adopted by written consent
4440 and executed in accordance with s. 617.0701; and
4441 (c) If the corporation has no members or if its members
4442 are not entitled to vote on dissolution, a statement of such
4443 fact, the date of the adoption of such resolution by the board
4444 of directors, the number of directors then in office, and the
4445 vote for the resolution.
4446 (3) For purposes of ss. 617.1401-617.1422, the term
4447 "dissolved corporation" means a corporation whose articles of
4448 dissolution have become effective and includes a successor
4449 entity, as defined in s. 617.01401.
4450 Section 69. Subsection (1) of section 617.1405, Florida
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4451 Statutes, is amended, subsections (5) and (6) are added to that
4452 section, and subsection (4) of that section is reenacted, to
4453 read:
4454 617.1405 Effect of dissolution.—
4455 (1) A dissolved corporation that has dissolved continues
4456 its corporate existence but may not conduct its affairs except
4457 to the extent appropriate to wind up and liquidate its affairs,
4458 including:
4459 (a) Collecting its assets;
4460 (b) Disposing of its properties that will not be
4461 distributed in kind pursuant to the plan of distribution of
4462 assets adopted under s. 617.1406;
4463 (c) Discharging or making provision for discharging its
4464 liabilities;
4465 (d) Distributing its remaining property in accordance with
4466 the plan of distribution of assets adopted under s. 617.1406;
4467 and
4468 (e) Doing every other act necessary to wind up and
4469 liquidate its affairs.
4470 (4) The name of a dissolved corporation is not available
4471 for assumption or use by another corporation until 120 days
4472 after the effective date of dissolution unless the dissolved
4473 corporation provides the department with an affidavit, executed
4474 pursuant to s. 617.01201, authorizing the immediate assumption
4475 or use of the name by another corporation.
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4476 (5) For purposes of this section, the circuit court may
4477 appoint a trustee, custodian, receiver, or provisional director
4478 as described in s. 617.1435 for any property owned or acquired
4479 by the corporation who may engage in any act permitted in
4480 accordance with subsection (1) if any director or officer of the
4481 dissolved corporation is unwilling or unable to serve or cannot
4482 be located.
4483 (6) Property held in trust or otherwise dedicated to a
4484 public or charitable purpose may not be diverted from its trust
4485 or charitable purpose by the dissolution of a corporation except
4486 in compliance with and pursuant to the laws of this state
4487 addressing cy pres or otherwise dealing with the nondiversion of
4488 charitable assets.
4489 Section 70. Section 617.1406, Florida Statutes, is amended
4490 to read:
4491 617.1406 Plan of distribution of assets.—A plan providing
4492 for the distribution of assets, not inconsistent with this
4493 chapter act or the articles of incorporation, must be adopted by
4494 a corporation in the following manner:
4495 (1) If the corporation has members entitled to vote on a
4496 plan of distribution of assets, the board of directors must
4497 adopt a resolution recommending a plan of distribution and
4498 directing its submission to a vote at a meeting of members
4499 entitled to vote thereon, which may be either an annual or a
4500 special meeting. Written notice setting forth the proposed plan
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4501 of distribution or a summary thereof must be given to each
4502 member entitled to vote at such meeting in accordance with the
4503 articles of incorporation or the bylaws. Such plan of
4504 distribution shall be adopted upon receiving at least a majority
4505 of the votes which the members present at such meeting or
4506 represented by proxy are entitled to cast.
4507 (2) If the corporation has no members or if its members
4508 are not entitled to vote on a plan of distribution, such plan
4509 may be adopted at a meeting of the board of directors by a
4510 majority vote of the directors then in office.
4511 (3) A plan of distribution of assets must provide that:
4512 (a) All liabilities and obligations of the corporation be
4513 paid and discharged, or adequate provisions be made therefor;
4514 (b) Assets held by the corporation upon condition
4515 requiring return, transfer, or conveyance, which condition
4516 occurs by reason of the dissolution, be returned, transferred,
4517 or conveyed in accordance with such requirements;
4518 (c) Assets received and held by the corporation subject to
4519 limitations permitting their use only for charitable, religious,
4520 eleemosynary, benevolent, educational, or similar purposes, but
4521 not held upon a condition requiring return, transfer, or
4522 conveyance by reason of the dissolution, be transferred or
4523 conveyed to one or more domestic or foreign corporations,
4524 trusts, societies, or organizations engaged in activities
4525 substantially similar to those of the dissolving corporation, as
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4526 provided in the plan of distribution of assets;
4527 (d) Other assets, if any, be distributed in accordance
4528 with the provisions of the articles of incorporation or the
4529 bylaws to the extent that the articles of incorporation or the
4530 bylaws determine the distributive rights of members, or any
4531 class or classes of members, or provide for distribution to
4532 others; and
4533 (e) Any remaining assets be distributed to such persons,
4534 trusts, societies, organizations, or domestic or foreign
4535 corporations, whether for profit or not for profit, as specified
4536 in the plan of distribution of assets.
4537 (4) A copy of the plan of distribution of assets,
4538 authenticated by an officer of the corporation and containing
4539 the officer's certificate of compliance with the requirements of
4540 subsection (1) or subsection (2) must be filed with the
4541 department of State.
4542 Section 71. Section 617.1407, Florida Statutes, is amended
4543 to read:
4544 617.1407 Unknown claims against dissolved corporation.—
4545 (1) A dissolved corporation or successor entity may
4546 execute one of the following procedures to resolve payment of
4547 unknown claims:
4548 (a) A dissolved corporation or successor entity may file
4549 notice of its dissolution with the department on the form
4550 prescribed by the department and request that persons with
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4551 having claims against the corporation which are not known claims
4552 as defined in s. 617.1408(5) to the corporation or successor
4553 entity present them in accordance with the notice. The notice
4554 must:
4555 1. State the name of the corporation that is the subject
4556 and the date of the dissolution;
4557 2. State that the corporation is the subject of a
4558 dissolution and the effective date of the dissolution;
4559 3. Specify Describe the information that must be included
4560 in a claim;
4561 4. State that a claim must be in writing and provide a
4562 mailing address to which the claim may be sent; and
4563 5.3. State that a claim against the corporation under this
4564 subsection will be is barred unless a proceeding to enforce the
4565 claim is commenced within 4 years after the date of the filing
4566 of the notice.
4567 (b) A dissolved corporation or successor entity may,
4568 within 10 days after filing articles of dissolution with the
4569 department, publish a "Notice of Corporate Dissolution." The
4570 notice must appear once a week for 2 consecutive weeks in a
4571 newspaper of general circulation in the county in the state in
4572 which the corporation has its principal office, if any, or, if
4573 none, in a county in the state in which the corporation owns
4574 real or personal property. Such newspaper shall meet the
4575 requirements as are prescribed by law for such purposes. The
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4576 notice must:
4577 1. State the name of the corporation that is the subject
4578 and the date of the dissolution;
4579 2. State that the corporation is the subject of a
4580 dissolution and the effective date of the dissolution;
4581 3. Specify Describe the information that must be included
4582 in a claim;
4583 4. State that a claim must be in writing and provide a
4584 mailing address to which the claim may be sent; and
4585 5.3. State that a claim against the corporation under this
4586 subsection will be is barred unless a proceeding to enforce the
4587 claim is commenced within 4 years after the filing date of the
4588 second consecutive weekly publication of the notice.
4589 (2) If the dissolved corporation or successor entity
4590 complies with paragraph (1)(a) or paragraph (1)(b), unless
4591 sooner barred by another statute limiting actions, the claim of
4592 each of the following claimants is barred unless the claimant
4593 commences a proceeding to enforce the claim against the
4594 dissolved corporation within 4 years after the date of filing
4595 the notice with the department or the date of the second
4596 consecutive weekly publication, as applicable:
4597 (a) A claimant who was not given did not receive written
4598 notice under s. 617.1408;(9), or whose claim is not provided for
4599 under s. 617.1408(10), regardless of whether such claim is based
4600 on an event occurring before or after the effective date of
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4601 dissolution.
4602 (b) A claimant whose claim was timely sent to the
4603 dissolved corporation but on which no action was taken; or.
4604 (c) A claimant whose claim was excluded as a known claim
4605 as defined in s. 617.1408(5)(b).
4606 (3) This section does not preclude or relieve the
4607 corporation from its notification to claimants otherwise set
4608 forth in this chapter A claim may be entered under this section:
4609 (a) Against the dissolved corporation, to the extent of
4610 its undistributed assets; or
4611 (b) If the assets have been distributed in liquidation,
4612 against a member of the dissolved corporation to the extent of
4613 such member's pro rata share of the claim or the corporate
4614 assets distributed to such member in liquidation, whichever is
4615 less; however, the aggregate liability of any member of a
4616 dissolved corporation may not exceed the amount distributed to
4617 the member in dissolution.
4618 Section 72. Section 617.1408, Florida Statutes, is amended
4619 to read:
4620 (Substantial rewording of section.
4621 See s. 617.1408, F.S., for present text.)
4622 617.1408 Known claims against dissolved corporation.
4623 (1) A dissolved corporation or a successor entity may
4624 dispose of the known claims against it by giving written notice
4625 that satisfies the requirements of subsection (2) to its known
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4626 claimants of the dissolution at any time after the effective
4627 date of the dissolution, but no later than the date that is 270
4628 days before the date which is 3 years after the effective date
4629 of the dissolution.
4630 (2) The written notice must:
4631 (a) State the name of the corporation that is the subject
4632 of the dissolution;
4633 (b) State that the corporation is the subject of a
4634 dissolution and the effective date of the dissolution;
4635 (c) Specify the information that must be included in a
4636 claim;
4637 (d) State that a claim must be in writing and provide a
4638 mailing address where a claim may be sent;
4639 (e) State the deadline, which may not be less than 120
4640 days after the date of the written notice is received by the
4641 claimant, by which the dissolved corporation must receive the
4642 claim;
4643 (f) State that the claim will be barred if not received by
4644 the deadline;
4645 (g) State that the dissolved corporation or successor
4646 entity may make distributions thereafter to other claimants and
4647 the members of the corporation or persons interested as having
4648 been such claimants without further notice; and
4649 (h) Be accompanied by a copy of ss. 617.1405-617.14091.
4650 (3) A dissolved corporation or successor entity may
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4651 reject, in whole or in part, a claim submitted by a claimant and
4652 received before the deadline specified in the written notice
4653 pursuant to subsections (1) and (2) by mailing notice of the
4654 rejection to the claimant, on or before the date that is the
4655 earlier of 90 days after the dissolved corporation receives the
4656 claim, or the date that is at least 150 days before the date
4657 which is 3 years after the effective date of the dissolution. A
4658 rejection notice sent by the dissolved corporation pursuant to
4659 this subsection must state that the claim will be barred unless
4660 the claimant, not later than 120 days after the claimant
4661 receives the rejection notice, commences an action in the
4662 circuit court in the applicable county against the dissolved
4663 corporation to enforce the claim.
4664 (4) A claim against a dissolved corporation is barred:
4665 (a) If a claimant who is given written notice pursuant to
4666 this section does not deliver the claim to the dissolved
4667 corporation by the specified deadline; or
4668 (b) If the claim was timely received by the dissolved
4669 corporation but was timely rejected by the dissolved corporation
4670 under subsection (3) and the claimant does not commence the
4671 required action in the applicable county within 120 days after
4672 the claimant receives the rejection notice.
4673 (5)(a) For purposes of this chapter, "known claim" means
4674 any claim or liability that, as of the date of the giving of
4675 written notice described in subsections (1) and (2) above:
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4676 1. Has matured sufficiently on or before the date of
4677 dissolution to be legally capable of assertion against the
4678 dissolved corporation; or
4679 2. Is unmatured as of the date of dissolution but will
4680 mature in the future solely because of the passage of time.
4681 (b) For purposes of this chapter, "known claim" does not
4682 include a contingent liability or a claim based on an event
4683 occurring after the effective date of the dissolution.
4684 (6) The giving of any notice pursuant to this section does
4685 not revive any claim then barred or constitute acknowledgment by
4686 the dissolved corporation that any person to whom such notice is
4687 sent is a proper claimant and does not operate as a waiver of
4688 any defense or counterclaim in respect of any claim asserted by
4689 any person to whom such notice is sent.
4690 Section 73. Section 617.1409, Florida Statutes, is created
4691 to read:
4692 617.1409 Court proceedings.—
4693 (1) A dissolved corporation that has filed a notice under
4694 s. 617.1407(1)(a) or published a notice under s. 617.1407(1)(b)
4695 may file an application with the circuit court in the applicable
4696 county for a determination of the amount and form of security to
4697 be provided for payment of claims that are not known claims as
4698 defined in s. 617.1408(5) but that, based on the facts known to
4699 the dissolved corporation, are reasonably estimated to arise
4700 after the effective date of dissolution. Provisions need not be
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4701 made for any claim that is or is reasonably anticipated to be
4702 barred under s. 617.1407(2).
4703 (2) Within 10 days after the filing of the application
4704 pursuant to subsection (1), notice of the proceeding must be
4705 given by the dissolved corporation to each claimant holding a
4706 claim whose identity and contingent claim is known to the
4707 dissolved corporation.
4708 (3) In any proceeding under this section, the court may
4709 appoint a guardian ad litem to represent all claimants whose
4710 identities are unknown. The reasonable fees and expenses of such
4711 guardian ad litem, including all reasonable expert witness fees,
4712 must be paid by the dissolved corporation.
4713 (4) Provisions by the dissolved corporation for security
4714 in the amount and the form ordered by the court under subsection
4715 (1) satisfies the dissolved corporation's obligations with
4716 respect to claims that are contingent, have not been made known
4717 to the dissolved corporation, or are based on an event occurring
4718 after the effective date of dissolution, and such claims may not
4719 be enforced against a person who received assets in liquidation.
4720 Section 74. Section 617.14091, Florida Statutes, is
4721 created to read:
4722 617.14091 Limitation on director liability for a dissolved
4723 corporation; claims against dissolved corporation; enforcement.—
4724 (1) Directors of a dissolved corporation or governing
4725 persons of a successor entity that has disposed of claims under
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4726 s. 617.1407, s. 617.1408, or s. 617.1409 are not personally
4727 liable to the claimants of the dissolved corporation.
4728 (2) For a claim that is not barred by s. 617.1407 or s.
4729 617.1408, or by any other law, limiting actions may be enforced:
4730 (a) Against the dissolved corporation, to the extent of
4731 its undistributed assets; or
4732 (b) Except as provided in s. 617.1409(4), if the assets
4733 have been distributed in liquidation, against a member of the
4734 dissolved corporation to the extent of the member's pro rata
4735 share of the claim or the corporate assets distributed to the
4736 member in liquidation, whichever is less, provided that the
4737 aggregate liability of any member of a dissolved corporation
4738 arising under s. 617.1408 or otherwise may not exceed the total
4739 amount distributed to the member in dissolution.
4740 Section 75. Subsection (1) of section 617.1420, Florida
4741 Statutes, is amended, and subsections (3) and (4) are added to
4742 that section, to read:
4743 617.1420 Grounds for administrative dissolution.—
4744 (1) The department of State may commence a proceeding
4745 under s. 617.1421 to administratively dissolve a corporation if:
4746 (a) The corporation has failed to file its annual report
4747 and pay the annual report filing fee by 5 p.m. Eastern Time on
4748 the third Friday in September;
4749 (b) The corporation is without a registered agent or
4750 registered office in this state for 30 days or more;
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4751 (c) The corporation does not notify the department of
4752 State within 30 days after its registered agent or registered
4753 office has been changed, after its registered agent has
4754 resigned, or after its registered office has been discontinued;
4755 (d) The corporation has failed to answer truthfully and
4756 fully, within the time prescribed by this chapter act,
4757 interrogatories propounded by the department of State; or
4758 (e) The corporation's period of duration stated in its
4759 articles of incorporation has expired.
4760 (3) If the department determines that one or more grounds
4761 exist for administratively dissolving a corporation under
4762 paragraph (1)(a), paragraph (1)(b), paragraph (1)(c), or
4763 paragraph (1)(d), the department shall serve notice in a record
4764 to the corporation of its intent to administratively dissolve
4765 the corporation. Issuance of the notice may be made by
4766 electronic transmission to a corporation that has provided the
4767 department with an e-mail address.
4768 (4) If, within 60 days after sending the notice of intent
4769 to administratively dissolve pursuant to subsection (3), a
4770 corporation does not correct each ground for dissolution under
4771 paragraph (1)(a), paragraph (1)(b), paragraph (1)(c), or
4772 paragraph (1)(d), or demonstrate to the reasonable satisfaction
4773 of the department that each ground determined by the department
4774 does not exist, the department shall dissolve the corporation
4775 administratively and issue to the corporation a notice in a
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4776 record of administrative dissolution that states the grounds for
4777 dissolution. Issuance of the notice of administrative
4778 dissolution may be made by electronic transmission to a
4779 corporation that has provided the department with an e-mail
4780 address.
4781 Section 76. Subsections (1), (2), and (4) of section
4782 617.1421, Florida Statutes, are amended, and subsection (3) of
4783 that section is reenacted, to read:
4784 617.1421 Procedure for and effect of administrative
4785 dissolution.—
4786 (1) If the department of State determines that one or more
4787 grounds exist under s. 617.1420 for administratively dissolving
4788 a corporation, it shall serve the corporation with notice of its
4789 intent under s. 617.0504(2) to administratively dissolve the
4790 corporation. If the corporation has provided the department with
4791 an e-mail electronic mail address, such notice shall be by
4792 electronic transmission. Administrative dissolution for failure
4793 to file an annual report shall occur on the fourth Friday in
4794 September of each year. The department of State shall issue a
4795 certificate of dissolution to each dissolved corporation.
4796 Issuance of the certificate of dissolution may be by electronic
4797 transmission to any corporation that has provided the department
4798 with an e-mail electronic mail address.
4799 (2) If the corporation does not correct each ground for
4800 dissolution under s. 617.1420(1)(b), (c), (d), or (e) or
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4801 demonstrate to the reasonable satisfaction of the department of
4802 State that each ground determined by the department does not
4803 exist within 60 days after issuance of the notice, the
4804 department shall administratively dissolve the corporation by
4805 issuing a certificate of dissolution that recites the ground or
4806 grounds for dissolution and its effective date. Issuance of the
4807 certificate of dissolution may be by electronic transmission to
4808 any corporation that has provided the department with an e-mail
4809 electronic mail address.
4810 (3) A corporation administratively dissolved continues its
4811 corporate existence but may not conduct any affairs except that
4812 necessary to wind up and liquidate its affairs under s. 617.1405
4813 and adopt a plan of distribution of assets pursuant to s.
4814 617.1406.
4815 (4) A director, officer, or agent of a corporation
4816 dissolved pursuant to this section, purporting to act on behalf
4817 of the corporation, is not personally liable for the debts,
4818 obligations, and liabilities of the corporation arising from
4819 such action and incurred subsequent to the corporation's
4820 administrative dissolution unless that officer, director, or
4821 agent only if he or she has actual notice of the administrative
4822 dissolution at the time such action is taken. Any; but such
4823 liability shall be terminated upon the ratification of such
4824 action by the corporation's board of directors or members
4825 subsequent to the reinstatement of the corporation.
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4826 Section 77. Section 617.1430, Florida Statutes, is amended
4827 to read:
4828 617.1430 Grounds for judicial dissolution.—A circuit court
4829 may dissolve a corporation or order such other remedy as
4830 provided in s. 617.1432 or s. 617.1434:
4831 (1)(a) In a proceeding by the Department of Legal Affairs
4832 if it is established that:
4833 1. The corporation obtained its articles of incorporation
4834 through fraud; or
4835 2. The corporation has exceeded or abused, or is
4836 continuing to exceed or abuse continued to exceed or abuse the
4837 authority conferred upon it by law.
4838 (b) The enumeration in paragraph (a) of grounds for
4839 judicial dissolution does not exclude actions or special
4840 proceedings by the Department of Legal Affairs or any state
4841 official for the annulment or dissolution of a corporation for
4842 other causes as provided by law.
4843 (2) In a proceeding brought by at least 50 members or
4844 members holding at least 10 percent of the voting power,
4845 whichever is less, or by a member or group or percentage of
4846 members as otherwise provided in the articles of incorporation
4847 or bylaws, or by a director or any person authorized in the
4848 articles of incorporation, if it is established that:
4849 (a) The directors are deadlocked in the management of the
4850 corporate affairs, the members are unable to break the deadlock,
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4851 and irreparable injury to the corporation or its mission is
4852 threatened or being suffered because of the deadlock;
4853 (b) The members are deadlocked in voting power and have
4854 failed, for a period that includes at least two consecutive
4855 annual meeting dates, to elect successors to directors whose
4856 terms have expired or would have expired upon qualification of
4857 their successors; or
4858 (c) The corporate assets are being misapplied or wasted;
4859 (d) The directors or those in control of the corporation
4860 have acted, are acting, or are reasonably expected to act in a
4861 manner that is illegal or fraudulent; or
4862 (e) The corporation has insufficient assets to continue
4863 its activities and is no longer able to assemble a quorum of
4864 directors or members.
4865 (3) In a proceeding by a creditor if it is established
4866 that:
4867 (a) The creditor's claim has been reduced to judgment, the
4868 execution on the judgment returned unsatisfied, and the
4869 corporation is insolvent; or
4870 (b) The corporation has admitted in writing that the
4871 creditor's claim is due and owing and the corporation is
4872 insolvent.
4873 (4) In a proceeding by the corporation to have its
4874 voluntary dissolution continued under court supervision.
4875 Section 78. Section 617.1431, Florida Statutes, is amended
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4876 to read:
4877 617.1431 Procedure for judicial dissolution.—
4878 (1) Venue for a proceeding brought under s. 617.1430 lies
4879 in the circuit court of the applicable county where the
4880 corporation's principal office is or was last located, as shown
4881 by the records of the Department of State, or, if none in this
4882 state, where its registered office is or was last located.
4883 (2) It is not necessary to make members or directors
4884 parties to a proceeding to dissolve a corporation unless relief
4885 is sought against them individually.
4886 (3) A court in a proceeding brought to dissolve a
4887 corporation may issue injunctions, appoint a receiver or
4888 custodian during the proceeding pendente lite with all powers
4889 and duties the court directs, take other action required to
4890 preserve the corporate assets wherever located, and carry on the
4891 affairs of the corporation until a full hearing can be held.
4892 (4) If the court determines that any party has commenced,
4893 continued, or participated in a proceeding under s. 617.1430,
4894 and has acted arbitrarily, frivolously, vexatiously, or in bad
4895 faith, the court may award reasonable attorney fees and costs to
4896 the other parties to the proceeding who have been affected
4897 adversely by such actions.
4898 Section 79. Subsections (1) through (5) of section
4899 617.1432, Florida Statutes, are amended to read:
4900 617.1432 Receivership or custodianship.—
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4901 (1) A court in a judicial proceeding brought under s.
4902 617.1430 to dissolve a corporation may appoint one or more
4903 receivers to wind up and liquidate, or one or more custodians to
4904 manage, the affairs of the corporation, except as otherwise
4905 provided herein. The court shall hold a hearing, after notifying
4906 all parties to the proceeding and any interested persons
4907 designated by the court, before appointing a receiver or
4908 custodian. The court appointing a receiver or custodian has
4909 exclusive jurisdiction over the corporation and all of its
4910 property wherever located. A court may not appoint a custodian
4911 or a receiver in a judicial proceeding brought under s.
4912 617.1430(2)(a) or s. 617.1430(2)(b) if the members, directors,
4913 or any person authorized in the articles of incorporation, by
4914 agreement or otherwise, or a court pursuant to s. 617.1435, have
4915 provided for the appointment of a provisional director or other
4916 means for the resolution of the deadlock, but the court may
4917 enforce the remedy so provided, if appropriate.
4918 (2) The court may appoint a natural person or an eligible
4919 entity a corporation authorized to act as a receiver or
4920 custodian. The eligible entity corporation may be a domestic
4921 corporation or a foreign eligible entity corporation authorized
4922 to transact business in this state. The court may require the
4923 receiver or custodian to post bond, with or without sureties, in
4924 an amount the court directs.
4925 (3) The court shall describe the powers and duties of the
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4926 receiver or custodian in its appointing order, which may be
4927 amended from time to time. Among other powers:
4928 (a) The receiver:
4929 1. May dispose of all or any part of the assets of the
4930 corporation wherever located, at a public or private sale, if
4931 authorized by the court; and
4932 2. May sue and defend in the receiver's his or her own
4933 name as receiver of the corporation in all courts of this state.
4934 (b) The custodian may exercise all of the powers of the
4935 corporation, through or in place of its board of directors or
4936 officers, to the extent necessary to manage the affairs of the
4937 corporation in the best interests of its members and creditors.
4938 (4) The court during a receivership may redesignate the
4939 receiver to act as a custodian, and during a custodianship may
4940 redesignate the custodian to act as a receiver, if doing so is
4941 consistent with the mission of the corporation and in the best
4942 interests of the corporation, and its members, if any, and
4943 creditors. The court may amend the order designating the
4944 receiver as custodian and custodian as receiver as the court
4945 deems appropriate.
4946 (5) The court from time to time during the receivership or
4947 custodianship may order compensation paid and expense
4948 disbursements or reimbursements made to the receiver or
4949 custodian and his or her counsel for the receiver or custodian
4950 from the assets of the corporation or proceeds from the sale of
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4951 the assets.
4952 Section 80. Section 617.1433, Florida Statutes, is amended
4953 to read:
4954 617.1433 Judgment of dissolution.—
4955 (1) If after a hearing in a proceeding under s. 617.1430
4956 the court determines that one or more grounds for judicial
4957 dissolution described in s. 617.1430 exist, it may enter a
4958 judgment dissolving the corporation and specifying the effective
4959 date of the dissolution, and the clerk of the court shall
4960 deliver a certified copy of the judgment to the department of
4961 State, which shall file it.
4962 (2) After entering the judgment of dissolution, the court
4963 shall direct or oversee the winding up and liquidation of the
4964 corporation's affairs in accordance with ss. 617.1405 and
4965 617.1406, and the notification of claimants in accordance with
4966 ss. 617.1407 and 617.1408, subject to the provisions of
4967 subsection (3).
4968 (3) In a proceeding for judicial dissolution, the court
4969 may require all creditors of the corporation to file with the
4970 clerk of the court or with the receiver, in such form as the
4971 court may prescribe, proofs under oath of their respective
4972 claims. If the court requires the filing of claims, it shall fix
4973 a date, which shall be not less than 4 months after the date of
4974 the order, as the last day for filing of claims. The court shall
4975 prescribe the method by which such notice for the deadline for
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4976 filing claims that shall be given to creditors and claimants.
4977 Before Prior to the fixed date so fixed, the court may extend
4978 the time for the filing of claims by court order. Creditors and
4979 claimants failing to file proofs of claim on or before the fixed
4980 date so fixed may be barred, by order of court, from
4981 participating in the distribution of the assets of the
4982 corporation. Nothing in This section does not affect affects the
4983 enforceability of any recorded mortgage or lien or the perfected
4984 security interest or rights of a person in possession of real or
4985 personal property.
4986 Section 81. Section 617.1434, Florida Statutes, is created
4987 to read:
4988 617.1434 Alternative remedies to judicial dissolution.—
4989 (1) In a proceeding under s. 617.1430, the court may, as
4990 an alternative to directing the dissolution of the corporation
4991 and upon a showing of sufficient merit to warrant such remedy:
4992 (a) Appoint a receiver or a custodian during the
4993 proceeding as provided in s. 617.1432;
4994 (b) Appoint a provisional director as provided in s.
4995 617.1435; or
4996 (c) Make any order or grant any equitable relief other
4997 than dissolution as in its discretion it may deem appropriate.
4998 (2) Alternative remedies, such as the appointment of a
4999 receiver or custodian, may also be ordered upon a showing of
5000 sufficient merit to warrant such remedy, in advance of directing
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5001 the dissolution of the corporation or, after a judgment of
5002 dissolution is entered, to assist in facilitating the winding up
5003 of the corporation.
5004 Section 82. Section 617.1435, Florida Statutes, is created
5005 to read:
5006 617.1435 Provisional director.—
5007 (1)(a) In a proceeding under s. 617.1430(2), the court may
5008 appoint a provisional director if it appears that such
5009 appointment will remedy the grounds alleged by the complaining
5010 members or director to support the jurisdiction of the court
5011 under s. 617.1430. A provisional director may be appointed
5012 notwithstanding the absence of a vacancy on the board of
5013 directors, and such director has all the rights and powers of a
5014 duly elected director, including the right to notice of and to
5015 vote at meetings of directors.
5016 (b) A provisional director retains the rights described in
5017 paragraph (a) until such time as the provisional director is
5018 removed by order of the court or, unless otherwise ordered by a
5019 court, removed by a vote of the members or directors sufficient
5020 either to elect a majority of the board of directors or, if
5021 greater than majority voting is required by the articles of
5022 incorporation or the bylaws, to elect the requisite number of
5023 directors needed to take action. A provisional director shall be
5024 an impartial person who is neither a member nor a creditor of
5025 the corporation or of any subsidiary or affiliate of the
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5026 corporation, and whose further qualifications, if any, may be
5027 determined by the court.
5028 (2) The provisional director shall report to the court as
5029 ordered by the court concerning the matter complained of, or the
5030 status of the deadlock, if any, and of the status of the
5031 corporation's affairs, as the court shall direct. A provisional
5032 director is not liable for any action taken or decision made,
5033 except as directors may be liable under s. 617.0831. In
5034 addition, the provisional director must submit to the court, if
5035 so directed, recommendations as to the appropriate disposition
5036 of the action. Whenever a provisional director is appointed, any
5037 officer or director of the corporation may petition the court
5038 for instructions clarifying the duties and responsibilities of
5039 such officer or director.
5040 (3) In any proceeding under which a provisional director
5041 is appointed pursuant to this section, the court must allow
5042 reasonable compensation to the provisional director for services
5043 rendered and reimbursement or direct payment of reasonable costs
5044 and expenses, which amounts shall be paid by the corporation.
5045 Section 83. Section 617.1440, Florida Statutes, is amended
5046 to read:
5047 617.1440 Deposit with Department of Financial Services.—
5048 Unless otherwise provided in ss. 617.1407-617.1409, assets of a
5049 dissolved corporation that should be transferred to a creditor,
5050 claimant, member of the corporation, or other person who cannot
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5051 be found or who is not competent to receive them must shall be
5052 deposited, or reduced to cash and deposited, as appropriate,
5053 within 6 months after the date fixed for the payment of the
5054 final liquidating distribution, with the Department of Financial
5055 Services for safekeeping, where such assets shall be held as
5056 abandoned property. When the creditor, claimant, member, or
5057 other person furnishes satisfactory proof of entitlement to the
5058 amount or assets deposited, the Department of Financial Services
5059 shall pay the creditor, claimant, member, or other person, or
5060 their him or her or his or her representative for that creditor,
5061 claimant, member or other person, that amount or those assets.
5062 Section 84. Section 617.15015, Florida Statutes, is
5063 created to read:
5064 617.15015 Foreign corporation governing law.—
5065 (1) The laws of this state or other jurisdiction under
5066 which a foreign corporation exists govern:
5067 (a) The organization and internal affairs of the foreign
5068 corporation; and
5069 (b) The interest holder liability of its members.
5070 (2) A foreign corporation may not be denied a certificate
5071 of authority by reason of a difference between the laws of its
5072 jurisdiction of formation and the laws of this state.
5073 (3) A certificate of authority does not authorize a
5074 foreign corporation to engage in any business or exercise any
5075 power that a corporation may not engage in or exercise in this
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5076 state.
5077 Section 85. Subsection (4) of section 617.1502, Florida
5078 Statutes, is amended, and subsections (6), (7), and (8) are
5079 added to that section, to read:
5080 617.1502 Consequences of conducting affairs without
5081 authority.—
5082 (4) A foreign corporation which conducts its affairs in
5083 this state without authority to do so is shall be liable to this
5084 state for the years or parts thereof during which it conducted
5085 its affairs in this state without authority in an amount equal
5086 to all fees and taxes which would have been imposed by this
5087 chapter act upon such corporation had it duly applied for and
5088 received authority to conduct its affairs in this state as
5089 required by this chapter act. In addition to the payments thus
5090 prescribed in this subsection, such corporation is shall be
5091 liable for a civil penalty of not less than $500 or more than
5092 $1,000 for each year or part thereof during which it conducts
5093 its affairs in this state without a certificate of authority.
5094 The department of State may collect all penalties due under this
5095 subsection.
5096 (6) A member, an officer, or a director of a foreign
5097 corporation is not liable for the debts, obligations, or other
5098 liabilities of the foreign corporation solely because the
5099 foreign corporation transacted business in this state without a
5100 certificate of authority.
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5101 (7) Section 617.15015(1) applies even if a foreign
5102 corporation fails to have a certificate of authority to transact
5103 business in this state.
5104 (8) If a foreign corporation transacts business in this
5105 state without a certificate of authority or cancels its
5106 certificate of authority, it appoints the Secretary of State as
5107 its agent for service of process in proceedings and actions
5108 arising out of the transaction of business in this state.
5109 Section 86. Subsections (1) and (3) of section 617.1503,
5110 Florida Statutes, are amended to read:
5111 617.1503 Application for certificate of authority.—
5112 (1) A foreign corporation may apply for a certificate of
5113 authority to conduct its affairs in this state by delivering an
5114 application to the department of State for filing. Such
5115 application must shall be made on forms prescribed and furnished
5116 by the department of State and must shall set forth:
5117 (a) The name of the foreign corporation or, if its name is
5118 unavailable for use in this state, a corporate name that
5119 satisfies the requirements of s. 617.1506;
5120 (b) The jurisdiction under the law of which it is
5121 incorporated;
5122 (c) Its date of incorporation and period of duration;
5123 (d) The purpose or purposes which it intends to pursue in
5124 this state and a statement that it is authorized to pursue such
5125 purpose or purposes in the jurisdiction of its incorporation;
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5126 (e) The street address of its principal office;
5127 (f) The address of its registered office in this state and
5128 the name of its registered agent at that office;
5129 (g) The names and usual business addresses of its current
5130 directors and officers; and
5131 (h) Such additional information as may be necessary or
5132 appropriate in order to enable the department of State to
5133 determine whether such corporation is entitled to file an
5134 application for authority to conduct its affairs in this state
5135 and to determine and assess the fees and taxes payable as
5136 prescribed in this chapter act.
5137 (3) A foreign corporation may not be denied authority to
5138 conduct its affairs in this state by reason of the fact that the
5139 laws of the jurisdiction under which such corporation is
5140 organized governing its organization and internal affairs differ
5141 from the laws of this state.
5142 Section 87. Section 617.1504, Florida Statutes, is amended
5143 to read:
5144 617.1504 Amended certificate of authority.—
5145 (1) A foreign corporation authorized to conduct its
5146 affairs in this state shall make application to the department
5147 of State to obtain an amended certificate of authority if it
5148 changes:
5149 (a) Its corporate name;
5150 (b) The period of its duration;
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5151 (c) The purpose or purposes which it intends to pursue in
5152 this state; or
5153 (d) The jurisdiction of its incorporation; or
5154 (e) The name and street address in this state of the
5155 foreign corporation's registered agent in this state, unless the
5156 change was timely made in accordance with s. 617.1508.
5157 (2) Such application must shall be made within 90 days
5158 after the occurrence of any change mentioned in subsection (1),
5159 shall be made on forms prescribed by the department, and must
5160 shall be executed and filed in the same manner as an original
5161 application for authority, and must shall set forth:
5162 (a) The name of the foreign corporation as it appears on
5163 the department's records;
5164 (b) The jurisdiction of its incorporation;
5165 (c) The date it was authorized to conduct its affairs in
5166 this state;
5167 (d) If the name of the foreign corporation has changed,
5168 the name relinquished, the new name, a statement that the change
5169 of name has been effected under the laws of the jurisdiction of
5170 its incorporation, and the date the change was effected;
5171 (e) If the period of duration has changed, a statement of
5172 such change and the date the change was effected;
5173 (f) If the jurisdiction of incorporation has changed, a
5174 statement of such change and the date the change was effected;
5175 and
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5176 (g) If the purposes that the foreign corporation intends
5177 to pursue in this state have changed, a statement of such new
5178 purposes, and a further statement that the foreign corporation
5179 is authorized to pursue such purposes in the jurisdiction of its
5180 incorporation.
5181 (3) The requirements of s. 617.1503 for obtaining an
5182 original certificate of authority apply to obtaining an amended
5183 certificate under this section unless the official having
5184 custody of the foreign corporation's publicly filed records in
5185 its jurisdiction of incorporation did not require an amendment
5186 to effectuate the change on its records.
5187 (4) Subject to subsection (3), a foreign corporation
5188 authorized to transact business in this state may make an
5189 application to the department to obtain an amended certificate
5190 of authority to add, remove, or change the name, title,
5191 capacity, or address of an officer or director of the foreign
5192 corporation.
5193 Section 88. Section 617.1505, Florida Statutes, is amended
5194 to read:
5195 617.1505 Effect of certificate of authority.—
5196 (1) Unless the department determines that an application
5197 for a certificate of authority does not comply with the filing
5198 requirements of this chapter, upon payment of all filing fees, a
5199 certificate of authority authorizes the foreign corporation to
5200 which it is issued to conduct its affairs in this state subject,
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5201 however, to the right of the department of State to suspend or
5202 revoke the certificate as provided in this chapter act.
5203 (2) A foreign corporation with a valid certificate of
5204 authority has the same but no greater rights and has the same
5205 but no greater privileges as, and except as otherwise provided
5206 by this chapter act is subject to the same duties, restrictions,
5207 penalties, and liabilities now or later imposed on, a domestic
5208 corporation of like character.
5209 (3) This act does not authorize this state to regulate the
5210 organization or internal affairs of a foreign corporation
5211 authorized to conduct its affairs in this state.
5212 Section 89. Section 617.1506, Florida Statutes, is amended
5213 to read:
5214 617.1506 Corporate name of foreign corporation.—
5215 (1) A foreign corporation whose name is unavailable under
5216 or whose name does not otherwise comply with s. 617.0401 must
5217 use an alternate name that complies with s. 617.0401 to transact
5218 business in this state. An alternate name adopted for use in
5219 this state must be cross-referenced to the actual name of the
5220 foreign corporation in the records of the Division of
5221 Corporations, provided that no cross-reference is required if
5222 the alternate name involves no more than adding the suffix
5223 "corporation" or "incorporated" or the abbreviation "Corp.," or
5224 "Inc.," or the designation "Corp" or "Inc" to the name; provided
5225 that the name of a foreign corporation may not contain the word
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5226 "company" or the abbreviation "co." If the actual name of the
5227 foreign corporation subsequently becomes available in this state
5228 and the foreign corporation elects to operate in this state
5229 under its actual name, or the foreign corporation chooses to
5230 change its alternate name, a record approving the election or
5231 change, as the case may be, by its board of directors or by its
5232 members if such members are entitled to vote on such a record,
5233 and signed as required pursuant to s. 617.01201, must be
5234 delivered to the department for filing may not file an
5235 application for a certificate of authority unless the corporate
5236 name of such corporation satisfies the requirements of s.
5237 617.0401. To obtain or maintain a certificate of authority to
5238 transact business in this state, the foreign corporation:
5239 (a) May add the word "corporation" or "incorporated" or
5240 the abbreviation "corp." or "inc." or words of like import,
5241 which clearly indicate that it is a corporation instead of a
5242 natural person or partnership or other business entity; however,
5243 the name of a foreign corporation may not contain the word
5244 "company" or the abbreviation "co."; or
5245 (b) May use an alternate name to transact business in this
5246 state if its real name is unavailable. Any alternate corporate
5247 name adopted for use in this state must be cross-referenced to
5248 the real corporate name in the records of the Division of
5249 Corporations. If the real corporate name of the corporation
5250 becomes available in this state or if the corporation chooses to
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5251 change its alternate name, a copy of the resolution of its board
5252 of directors, changing or withdrawing the alternate name and
5253 executed as required by s. 617.01201, must be delivered for
5254 filing.
5255 (2) The corporate name, including the alternate name, of a
5256 foreign corporation must be distinguishable, within the records
5257 of the Division of Corporations, from:
5258 (a) Any corporate name of a corporation for profit
5259 incorporated or authorized to transact business in this state.
5260 (b) The alternate name of another foreign corporation
5261 authorized to transact business in this state.
5262 (c) The corporate name of a nonprofit not-for-profit
5263 corporation incorporated or authorized to transact business in
5264 this state.
5265 (d) The names of all other entities or filings, except
5266 fictitious name registrations pursuant to s. 865.09, organized,
5267 or registered under the laws of this state, that are on file
5268 with the Division of Corporations.
5269 (3) A foreign corporation that adopts an alternate name
5270 under subsection (1) and obtains a certificate of authority with
5271 the alternate name need not comply with s. 865.09 with respect
5272 to the alternate name.
5273 (4) So long as a foreign corporation maintains a
5274 certificate of authority with an alternate name, it may transact
5275 business in this state under the alternate name unless the
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5276 foreign corporation is authorized under s. 865.09 to transact
5277 business in this state under another name.
5278 (5) If a foreign corporation authorized to transact
5279 business in this state changes its corporate name to one that
5280 does not satisfy the requirements of s. 617.0401, such
5281 corporation may not transact business in this state under the
5282 changed name until the corporation adopts a name satisfying the
5283 requirements of s. 617.0401 and obtains an amended certificate
5284 of authority under s. 617.1504.
5285 (6) Notwithstanding this section, a foreign corporation
5286 may register under a name that is not otherwise distinguishable
5287 on the records of another entity registered with the department
5288 if:
5289 (a) The other entity consents to the use and submits an
5290 undertaking in a form satisfactory to the Secretary of State to
5291 change its name to a name that is distinguishable upon the
5292 records of the department from the name of the applying
5293 corporation; or
5294 (b) The applicant delivers to the department a certified
5295 copy of a final judgment of a court of competent jurisdiction
5296 establishing the applicant's right to use the name applied for
5297 in the state.
5298 Section 90. Subsections (2) and (3) of section 617.1507,
5299 Florida Statutes, are amended, and subsection (4), (5), and (6)
5300 are added to that section, to read:
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5301 617.1507 Registered office and registered agent of foreign
5302 corporation.—
5303 (2) Each initial A registered agent, and each appointed
5304 pursuant to this section or a successor registered agent
5305 appointed pursuant to s. 617.1508 on whom process may be served
5306 shall each file a statement in writing with the department of
5307 State, in the such form and manner as shall be prescribed by the
5308 department, accepting the appointment as a registered agent
5309 while simultaneously with his or her being designated as the
5310 registered agent. Such statement of acceptance shall state that
5311 the registered agent is familiar with, and accepts, the
5312 obligations of that position.
5313 (3) The duties of a registered agent are:
5314 (a) To forward to the foreign corporation at the address
5315 most recently supplied to the registered agent by the foreign
5316 corporation, a process, notice, or demand pertaining to the
5317 foreign corporation which is served on or received by the
5318 registered agent; and
5319 (b) If the registered agent resigns, to provide the
5320 statement required under s. 617.1509 to the foreign corporation
5321 at the address most recently supplied to the registered agent by
5322 the foreign corporation For purposes of this section,
5323 "authorized entity" means:
5324 (a) A corporation for profit;
5325 (b) A limited liability company;
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5326 (c) A limited liability partnership; or
5327 (d) A limited partnership, including a limited liability
5328 limited partnership.
5329 (4) The department shall maintain an accurate record of
5330 the registered agents and registered offices for service of
5331 process and promptly furnish any information disclosed thereby
5332 upon request and payment of the required fee.
5333 (5) A foreign corporation may not prosecute or maintain
5334 any action in a court in this state until the foreign
5335 corporation complies with this section, pays to the department
5336 the amounts required by this chapter, and, to the extent ordered
5337 by a court of competent jurisdiction, pays to the department a
5338 penalty of $5 for each day it has failed to so comply, or $500,
5339 whichever is less.
5340 (6) A court may stay a proceeding commenced by a foreign
5341 corporation until the corporation complies with this section.
5342 Section 91. Section 617.1508, Florida Statutes, is amended
5343 to read:
5344 617.1508 Change of registered office and registered agent
5345 of foreign corporation.—
5346 (1) A foreign corporation authorized to conduct its
5347 affairs in this state may change its registered office or
5348 registered agent by delivering to the department of State for
5349 filing a statement of change that sets forth:
5350 (a) Its name;
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5351 (b) The street address of its current registered office;
5352 (c) If the current registered office is to be changed, the
5353 street address of its new registered office;
5354 (d) The name of its current registered agent; and
5355 (e) If the current registered agent is to be changed, the
5356 name of its new registered agent and the new agent's written
5357 consent described in s. 617.1507(3), (either on the statement or
5358 attached to it,) to the appointment;
5359 (f) That, after the change or changes are made, the street
5360 address of its registered office and the business office of its
5361 registered agent will be identical; and
5362 (g) That any such change was authorized by resolution duly
5363 adopted by its board of directors or by an officer of the
5364 corporation so authorized by the board of directors.
5365 (2) A statement of change is effective when filed by the
5366 department.
5367 (3) If a registered agent changes the name or street
5368 address of the registered agent's his or her business office,
5369 they he or she may change the name or street address of the
5370 registered office of any foreign corporation for which they are
5371 he or she is the registered agent by notifying the corporation
5372 in writing of the change and signing, (either manually or in
5373 facsimile,) and delivering to the department of State for filing
5374 a statement of change that complies with the requirements of
5375 paragraphs (1)(a)-(e) (1)(a)-(f) and recites that the
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5376 corporation has been notified of the change.
5377 (4) The changes described in this section may also be made
5378 on the foreign corporation's annual report or in an application
5379 for reinstatement filed with the department under s. 617.1422.
5380 Section 92. Section 617.1509, Florida Statutes, is amended
5381 to read:
5382 617.1509 Resignation of registered agent of foreign
5383 corporation.—
5384 (1) The registered agent of a foreign corporation may
5385 resign as agent his or her agency appointment by signing and
5386 delivering to the department of State for filing a statement of
5387 resignation and mailing a copy of such statement to the
5388 corporation at the corporation's principal office address shown
5389 in its most recent annual report or, if none, shown in its
5390 application for a certificate of authority or other most
5391 recently filed document. After delivering the statement of
5392 resignation to the department for filing, the registered agent
5393 must promptly mail a copy to the foreign corporation at its
5394 current mailing address The statement of resignation must state
5395 that a copy of such statement has been mailed to the corporation
5396 at the address so stated. The statement of resignation may
5397 include a statement that the registered office is also
5398 discontinued.
5399 (2) A registered agent is terminated upon the earlier of:
5400 (a) The 31st day after the department files the statement
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5401 of resignation; or
5402 (b) When a statement of change or other record designating
5403 a new registered agent is filed with the department The agency
5404 appointment is terminated as of the 31st day after the date on
5405 which the statement was filed and, unless otherwise provided in
5406 the statement, termination of the agency acts as a termination
5407 of the registered office.
5408 (3) When a statement of resignation takes effect, the
5409 registered agent ceases to have responsibility for a matter
5410 thereafter tendered to them as agent for the foreign
5411 corporation. The resignation does not affect contractual rights
5412 that the foreign corporation has against the agent or that the
5413 agent has against the foreign corporation.
5414 (4) A registered agent may resign from a foreign
5415 corporation regardless of whether the foreign corporation has
5416 active status.
5417 Section 93. Section 617.15091, Florida Statutes, is
5418 created to read:
5419 617.15091 Delivery of notice or other communication.—
5420 (1) Except as otherwise provided in this chapter,
5421 permissible means of delivery of a notice or other communication
5422 includes delivery by hand, the United States Postal Service, a
5423 commercial delivery service, and electronic transmission, all as
5424 more particularly described in s. 617.0141.
5425 (2) Except as provided in subsection (3), delivery to the
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5426 department is effective only when a notice or other
5427 communication is received by the department.
5428 (3) If a check is mailed to the department for payment of
5429 an annual report fee, the check is deemed to have been received
5430 by the department as of the postmark date appearing on the
5431 envelope or package transmitting the check if the envelope or
5432 the package is received by the department.
5433 Section 94. Section 617.1520, Florida Statutes, is amended
5434 to read:
5435 (Substantial rewording of section.
5436 See s. 617.1520, F.S., for present text.)
5437 617.1520 Withdrawal and cancellation of certificate of
5438 authority for foreign corporation.—
5439 (1) To cancel its certificate of authority to conduct
5440 affairs in this state, a foreign corporation must deliver to the
5441 department for filing a notice of withdrawal of certificate of
5442 authority. The certificate of authority is canceled when the
5443 notice of withdrawal becomes effective pursuant to s. 617.0123.
5444 The notice of withdrawal of certificate of authority must be
5445 signed by an officer or a director and state all of the
5446 following:
5447 (a) The name of the foreign corporation as it appears on
5448 the records with the department.
5449 (b) The name of the foreign corporation's jurisdiction of
5450 incorporation.
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5451 (c) The date the foreign corporation was authorized to
5452 conduct affairs in this state.
5453 (d) That the foreign corporation is withdrawing its
5454 certificate of authority in this state.
5455 (e) That the foreign corporation revokes the authority of
5456 its registered agent to accept service on its behalf and
5457 appoints the Secretary of State as its agent for service of
5458 process based on a cause of action arising during the time it
5459 was authorized to conduct its affairs in this state.
5460 (f) A mailing address and an e-mail address to which a
5461 party seeking to effectuate service of process may send a copy
5462 of any process served on the Secretary of State under paragraph
5463 (e).
5464 (g) A commitment to notify the department in the future of
5465 any change in its mailing address or e-mail address.
5466 (2) After the withdrawal of the foreign corporation is
5467 effective, service of process is on the Secretary of State using
5468 the procedures in s. 48.161 for service on the foreign
5469 corporation.
5470 Section 95. Section 617.1521, Florida Statutes, is created
5471 to read:
5472 617.1521 Withdrawal of certificate of authority deemed on
5473 conversion to domestic filing entity.—A foreign corporation
5474 authorized to conduct affairs in this state that converts to a
5475 domestic corporation or another domestic eligible entity that is
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5476 organized, incorporated, registered, or otherwise formed through
5477 the delivery of a record to the department for filing is deemed
5478 to have withdrawn its certificate of authority on the effective
5479 date of the conversion.
5480 Section 96. Section 617.1522, Florida Statutes, is created
5481 to read:
5482 617.1522 Withdrawal on dissolution, merger, or conversion
5483 to certain non-filing entities.—
5484 (1) A foreign corporation that is authorized to conduct
5485 affairs in this state that has dissolved and completed winding
5486 up, has merged into a foreign eligible entity that is not
5487 authorized to conduct affairs in this state, or has converted to
5488 a domestic or foreign eligible entity that is not organized,
5489 incorporated, registered, or otherwise formed through the public
5490 filing of a record, must deliver a notice of withdrawal of
5491 certificate of authority to the department for filing in
5492 accordance with s. 617.1520.
5493 (2) After a withdrawal under this section of a foreign
5494 corporation that has converted to another type of entity is
5495 effective, service of process in any action or proceeding based
5496 on a cause of action arising during the time the foreign
5497 corporation was authorized to conduct affairs in this state may
5498 be made pursuant to s. 617.1510.
5499 Section 97. Section 617.1523, Florida Statutes, is created
5500 to read:
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5501 617.1523 Action against foreign corporation by Department
5502 of Legal Affairs.—The Department of Legal Affairs may maintain
5503 an action to enjoin a foreign corporation from conducting
5504 affairs in this state in violation of this chapter.
5505 Section 98. Section 617.1530, Florida Statutes, is amended
5506 to read:
5507 617.1530 Grounds for Revocation of certificate of
5508 authority to transact business.—
5509 (1) A conduct affairs.—The Department of State may
5510 commence a proceeding under s. 617.1531 to revoke the
5511 certificate of authority of a foreign corporation to transact
5512 business authorized to conduct its affairs in this state may be
5513 revoked by the department if:
5514 (a)(1) The foreign corporation does not deliver has failed
5515 to file its annual report to with the department of State by 5
5516 p.m. Eastern Time on the third Friday in September of each
5517 year;.
5518 (b)(2) The foreign corporation does not pay a fee or
5519 penalty due to, within the department under time required by
5520 this chapter; act, any fees, taxes, or penalties imposed by this
5521 act or other law.
5522 (c)(3) The foreign corporation does not appoint and
5523 maintain is without a registered agent as required by s.
5524 617.1507; or registered office in this state for 30 days or
5525 more.
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5526 (4) The foreign corporation does not notify the Department
5527 of State under s. 617.1508 or s. 617.1509 that its registered
5528 agent has resigned or that its registered office has been
5529 discontinued within 30 days after the date of such resignation
5530 or discontinuance.
5531 (d)(5) The foreign corporation does not deliver for filing
5532 a statement of a change under s. 617.1508 within 30 days after
5533 the change in the name or address of the agent has occurred,
5534 unless, within 30 days after the change occurred, either:
5535 1. The registered agent files a statement of change under
5536 s. 617.1508; or
5537 2. The change was made in accordance with s. 617.1508(4)
5538 or s. 617.1504(1)(e);
5539 (e) The foreign corporation has failed to amend its
5540 certificate of authority to reflect a change in its name on the
5541 records of the department or its jurisdiction of incorporation;
5542 (f) The foreign corporation's period of duration stated in
5543 its articles of incorporation has expired;
5544 (g) An incorporator, director, officer, or agent of the
5545 foreign corporation signs signed a document that he or she knew
5546 was false in a any material respect with the intent that the
5547 document be delivered to the department of State for filing;.
5548 (h)(6) The department receives a duly authenticated
5549 certificate from the secretary of state or other official having
5550 custody of corporate records in the jurisdiction under the law
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5551 of which the foreign corporation is incorporated stating that it
5552 has been dissolved or is no longer active on the official's
5553 record; or disappeared as the result of a merger.
5554 (i)(7) The foreign corporation has failed to answer
5555 truthfully and fully, within the time prescribed by this chapter
5556 act, interrogatories propounded by the department of State.
5557 (2) Revocation of a foreign corporation's certificate of
5558 authority for failure to file an annual report shall occur on
5559 the fourth Friday in September of each year. The department
5560 shall issue a notice in a record of the revocation to the
5561 revoked foreign corporation. Issuance of the notice may be made
5562 by electronic transmission to a foreign corporation that has
5563 provided the department with an e-mail address.
5564 (3) If the department determines that one or more grounds
5565 exist under paragraph (1)(b) for revoking a foreign
5566 corporation's certificate of authority, the department shall
5567 issue a notice in a record to the foreign corporation of the
5568 department's intent to revoke the certificate of authority.
5569 Issuance of the notice may be made by electronic transmission to
5570 a foreign corporation that has provided the department with an
5571 e-mail address.
5572 (4) If, within 60 days after the department sends the
5573 notice of intent to revoke in accordance with subsection (3),
5574 and the foreign corporation does not correct each ground for
5575 revocation or demonstrate to the reasonable satisfaction of the
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5576 department that each ground determined by the department does
5577 not exist, the department shall revoke the foreign corporation's
5578 authority to transact business in this state and issue a notice
5579 in a record of revocation which states the grounds for
5580 revocation. Issuance of the notice may be made by electronic
5581 transmission to a foreign corporation that has provided the
5582 department with an e-mail address.
5583 (5) Revocation of a foreign corporation's certificate of
5584 authority does not terminate the authority of the registered
5585 agent of the corporation.
5586 Section 99. Section 617.15315, Florida Statutes, is
5587 created to read:
5588 617.15315 Reinstatement following revocation.—
5589 (1) A foreign corporation whose certificate of authority
5590 has been revoked pursuant to s. 617.1530 or former s. 617.1531
5591 may apply to the department for reinstatement at any time after
5592 the effective date of revocation of authority. The foreign
5593 corporation applying for reinstatement must submit all fees and
5594 penalties then owed by the foreign corporation at rates provided
5595 by law at the time the foreign corporation applies for
5596 reinstatement, together with an application for reinstatement
5597 prescribed and furnished by the department, which is signed by
5598 both the registered agent and an officer or director of the
5599 foreign corporation and states:
5600 (a) The name under which the foreign corporation is
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5601 authorized to conduct affairs in this state.
5602 (b) The street address of the foreign corporation's
5603 principal office and mailing address.
5604 (c) The jurisdiction of the foreign corporation's
5605 formation and the date on which it became qualified to conduct
5606 affairs in this state.
5607 (d) The foreign corporation's federal employer
5608 identification number or, if none, whether one has been applied
5609 for.
5610 (e) The name, title or capacity, and address of at least
5611 one officer or director of the foreign corporation.
5612 (f) Additional information that is necessary or
5613 appropriate to enable the department to carry out this chapter.
5614 (2) In lieu of the requirement to file an application for
5615 reinstatement as described in subsection (1), a foreign
5616 corporation whose certificate of authority has been revoked may
5617 submit all fees and penalties owed by the corporation at the
5618 rates provided by law at the time the corporation applies for
5619 reinstatement, together with a current annual report, signed by
5620 both the registered agent and an officer or director of the
5621 corporation, which contains the information described in
5622 subsection (1).
5623 (3) If the department determines that an application for
5624 reinstatement contains the information required under subsection
5625 (1) or subsection (2) and that the information is correct, upon
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5626 payment of all required fees and penalties, the department shall
5627 reinstate the foreign corporation's certificate of authority.
5628 (4) When a reinstatement becomes effective, it relates
5629 back to and takes effect as of the effective date of the
5630 revocation of authority, and the foreign corporation may operate
5631 in this state as if the revocation of authority had never
5632 occurred.
5633 (5) The name of the foreign corporation whose certificate
5634 of authority has been revoked is not available for assumption or
5635 use by another eligible entity until 1 year after the effective
5636 date of revocation of authority unless the corporation provides
5637 the department with a record signed as required by s. 617.01201,
5638 which authorizes the immediate assumption or use of the name by
5639 another eligible entity.
5640 (6) If the name of the foreign corporation applying for
5641 reinstatement has been lawfully assumed in this state by another
5642 eligible entity, the department must require the foreign
5643 corporation to comply with s. 617.1506 before accepting its
5644 application for reinstatement.
5645 Section 100. Section 617.1532, Florida Statutes, is
5646 amended to read:
5647 (Substantial rewording of section.
5648 See s. 617.1532, F.S., for present text.)
5649 617.1532 Judicial review of denial of reinstatement.—
5650 (1) If the department denies a foreign corporation's
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5651 application for reinstatement after revocation of its
5652 certificate of authority, the department shall serve the foreign
5653 corporation pursuant to s. 617.1510 with a written notice that
5654 explains the reasons for the denial.
5655 (2) Within 30 days after service of a notice of denial of
5656 reinstatement, a foreign corporation may appeal the department's
5657 denial by petitioning the Circuit Court of Leon County to set
5658 aside the revocation. The petition must be served on the
5659 department and contain a copy of the department's notice of
5660 revocation, the foreign corporation's application for
5661 reinstatement, and the department's notice of denial.
5662 (3) The circuit court may order the department to
5663 reinstate the certificate of authority of the foreign
5664 corporation or take other action the court considers
5665 appropriate.
5666 (4) The circuit court's final decision may be appealed as
5667 in other civil proceedings.
5668 Section 101. Section 617.1601, Florida Statutes, is
5669 amended to read:
5670 617.1601 Corporate records.—
5671 (1) A corporation shall maintain the following records:
5672 (a) Its articles of incorporation, as currently in effect.
5673 (b) Its bylaws, as currently in effect.
5674 (c) If the corporation has members, the minutes of all
5675 members' meetings and records of all action taken by members
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5676 without a meeting for the past 3 years.
5677 (d) The minutes of all meetings of its board of directors,
5678 a record of all actions taken by the board of directors without
5679 a meeting, and a record of all actions taken by a committee of
5680 the board of directors in place of the board of directors on
5681 behalf of the corporation.
5682 (e) If the corporation has members, all written
5683 communications within the past 3 years to members generally or
5684 to members of a class, including the financial statements
5685 furnished for the past 3 years under s. 617.1605.
5686 (f) A list of the names and business street addresses, or
5687 the home street addresses if there is no business street
5688 address, of its current directors and officers.
5689 (g) Its most recent annual report delivered to the
5690 department under s. 617.1622 keep as records minutes of all
5691 meetings of its members and board of directors, a record of all
5692 actions taken by the members or board of directors without a
5693 meeting, and a record of all actions taken by a committee of the
5694 board of directors in place of the board of directors on behalf
5695 of the corporation.
5696 (2) A corporation shall maintain accurate accounting
5697 records in a form that permits preparation of its financial
5698 statements as required by s. 617.1605.
5699 (3) If a corporation has members, a corporation or its
5700 agent must shall maintain a record of its members in a form that
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5701 permits preparation of a list of the names and addresses, which
5702 may be an e-mail address or other electronic contact
5703 information, of all members in alphabetical order by class of
5704 voting members. This subsection does not require the corporation
5705 to include the e-mail address or other electronic contact
5706 information of a member in such record.
5707 (4) A corporation shall maintain the its records specified
5708 in this section in a manner that allows them to be made
5709 available for inspection written form or in another form capable
5710 of conversion into written form within a reasonable time.
5711 (5) A corporation shall keep a copy of the following
5712 records:
5713 (a) Its articles of incorporation or restated articles of
5714 incorporation and all amendments to them currently in effect.
5715 (b) Its bylaws or restated bylaws and all amendments to
5716 them currently in effect.
5717 (c) The minutes of all members' meetings and records of
5718 all action taken by members without a meeting for the past 3
5719 years.
5720 (d) Written communications to all members generally or all
5721 members of a class within the past 3 years, including the
5722 financial statements furnished for the past 3 years under s.
5723 617.1605.
5724 (e) A list of the names and business street, or home if
5725 there is no business street, addresses of its current directors
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5726 and officers.
5727 (f) Its most recent annual report delivered to the
5728 Department of State under s. 617.1622.
5729 Section 102. Section 617.1602, Florida Statutes, is
5730 amended to read:
5731 617.1602 Inspection of records by members.—
5732 (1) A member of a corporation is entitled to inspect and
5733 copy, during regular business hours at the corporation's
5734 principal office or at a reasonable location specified by the
5735 corporation, any of the records of the corporation described in
5736 s. 617.1601(1) s. 617.1601(5), excluding minutes of meetings of,
5737 and records of actions taken without a meeting by, the
5738 corporation's board of directors and any committee of the
5739 corporation, if the member delivers to gives the corporation
5740 written notice of the member's his or her demand at least 5 10
5741 business days before the date on which the member he or she
5742 wishes to inspect and copy.
5743 (2) A member of a corporation is entitled to inspect and
5744 copy, during regular business hours at a reasonable location
5745 specified by the corporation, any of the following records of
5746 the corporation if the member meets the requirements of
5747 subsection (3) and gives the corporation written notice of the
5748 member's his or her demand at least 5 10 business days before
5749 the date on which the member he or she wishes to inspect and
5750 copy:
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5751 (a) Excerpts from minutes of any meeting of, or records of
5752 any actions taken without a meeting by, the corporation's board
5753 of directors and board committees of the corporation maintained
5754 in accordance with s. 617.1601(1)(d);, records of any action of
5755 a committee of the board of directors while acting in place of
5756 the board of directors on behalf of the corporation, minutes of
5757 any meeting of the members, and records of action taken by the
5758 members or board of directors without a meeting, to the extent
5759 not subject to inspection under subsection (1).
5760 (b) Accounting records of the corporation;.
5761 (c) The record of members maintained in accordance with s.
5762 617.1601(3); and.
5763 (d) Any other books and records.
5764 (3) A member may inspect and copy the records described in
5765 subsection (2) only if:
5766 (a) The member's demand is made in good faith and for a
5767 proper purpose;
5768 (b) The member's demand member describes with reasonable
5769 particularity the member's his or her purpose and the records
5770 the member he or she desires to inspect; and
5771 (c) The records are directly connected with the member's
5772 purpose.
5773 (4) The corporation may impose reasonable restrictions on
5774 the disclosure, use, or distribution of, and reasonable
5775 obligations to maintain the confidentiality of, records
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5776 described in subsection (2).
5777 (5) For any meeting of members for which the record date
5778 for determining members entitled to vote at the meeting is
5779 different than the record date for notice of the meeting, any
5780 person who becomes a member after the record date for notice of
5781 the meeting and is entitled to vote at the meeting is entitled
5782 to obtain from the corporation upon request the notice and any
5783 other information provided by the corporation to members in
5784 connection with the meeting, unless the corporation has made
5785 such information generally available to members by posting it on
5786 its website or by other generally recognized means. Failure of a
5787 corporation to provide such information does not affect the
5788 validity of action taken at the meeting.
5789 (6) The right of inspection granted by this section may
5790 not be abolished or limited by a corporation's articles of
5791 incorporation or bylaws.
5792 (7)(4) This section does not affect:
5793 (a) The right of a member in litigation with the
5794 corporation to inspect and copy records to the same extent as
5795 any other litigant; or.
5796 (b) The power of a court, independently of this chapter,
5797 to compel the production of corporate records for examination
5798 and to impose reasonable restrictions as provided in s.
5799 617.1604(3), provided that, in the case of production of records
5800 described in subsection (2) at the request of the member, the
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5801 member has met the requirements of subsection (3).
5802 (8)(5) A corporation may deny any demand for inspection
5803 made pursuant to subsection (2) if the demand was made for an
5804 improper purpose, or if the demanding member has within 2 years
5805 preceding the member's his or her demand sold or offered for
5806 sale any list of members of the corporation or any other
5807 corporation, has aided or abetted any person in procuring any
5808 list of members for any such purpose, or has improperly used any
5809 information secured through any prior examination of the records
5810 of the corporation or any other corporation.
5811 (9) A member may not sell or otherwise distribute any
5812 information or records inspected under this section, except to
5813 the extent that such use is for a proper purpose.
5814 (10) Without consent of the board of directors, a
5815 membership list or any part thereof may not be obtained or used
5816 by any person for any purpose unrelated to a member's interest
5817 as a member. Without limiting the foregoing, without the consent
5818 of the board, a membership list or any part thereof may not be:
5819 (a) Used to solicit money or property unless the money or
5820 property will be used solely to solicit the votes of the
5821 members;
5822 (b) Used for any commercial purpose; or
5823 (c) Sold to or purchased by any person.
5824 (11)(6) For purposes of this section, the term "member"
5825 includes a beneficial owner whose beneficial interest is shares
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5826 are held in a voting trust or by a nominee on the individual's
5827 his or her behalf.
5828 (12)(7) For purposes of this section, a "proper purpose"
5829 means a purpose reasonably related to such person's interest as
5830 a member.
5831 (13) The rights of a member to obtain records under
5832 subsections (1) and (2) apply to the records of subsidiaries of
5833 the corporation.
5834 Section 103. Section 617.1603, Florida Statutes, is
5835 amended to read:
5836 617.1603 Scope of inspection right.—
5837 (1) A member's agent or attorney has the same inspection
5838 and copying rights as the member he or she represents.
5839 (2) The corporation may, if deemed reasonable, satisfy the
5840 right of a member to copy records under s. 617.1602 by
5841 furnishing to the member copies by such means as are chosen by
5842 the corporation, including furnishing copies through electronic
5843 delivery The right to copy records under s. 617.1602 includes,
5844 if reasonable, the right to receive copies made by photographic,
5845 xerographic, or other means.
5846 (3) The corporation may impose a reasonable charge,
5847 covering the costs of labor and material, for copies of any
5848 documents provided to the member. The charge may not exceed the
5849 estimated cost of production or reproduction of the records. If
5850 the records are kept in other than written form, the corporation
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5851 must shall convert such records into written form upon the
5852 request of any person entitled to inspect the same. The
5853 corporation shall bear the reasonable costs of converting any
5854 records described in s. 617.1601(1) s. 617.1601(5). The
5855 requesting member shall bear the costs, including the cost of
5856 compiling the information requested, incurred to convert any
5857 records described in s. 617.1602(2).
5858 (4) If requested by a member, the corporation shall comply
5859 with a member's demand to inspect the records of members under
5860 s. 617.1602(2)(c) by providing the member him or her with a list
5861 of its members of the nature described in s. 617.1601(3). Such a
5862 list must shall be compiled as of the last record date for which
5863 it has been compiled or as of a subsequent date if specified by
5864 the member.
5865 Section 104. Section 617.1604, Florida Statutes, is
5866 amended to read:
5867 617.1604 Court-ordered inspection.—
5868 (1) If a corporation does not, within a reasonable time,
5869 allow a member who complies with s. 617.1602 to inspect and copy
5870 any record, and the member complies with any prerequisites to
5871 inspection and copying imposed by this section, the member may
5872 apply to the circuit court in the county where the corporation's
5873 principal office, or, if none in this state, its registered
5874 office, is located for an order to permit inspection and copying
5875 of the records demanded. The court shall dispose of an
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5876 application under this subsection on an expedited summary basis.
5877 (2) If the court orders inspection or copying of the
5878 records demanded, it shall also order the corporation and the
5879 custodian of the particular records demanded to pay the member's
5880 costs, including reasonable attorney attorney's fees, reasonably
5881 incurred to obtain the order and enforce its rights under this
5882 section unless the corporation establishes that the corporation,
5883 or the officer, director, or agent, as the case may be, provides
5884 that it or he or she refused inspection in good faith because it
5885 or he or she had:
5886 (a) A reasonable basis for doubt about the right of the
5887 member to inspect or copy the records demanded; or
5888 (b) Required reasonable restrictions on the disclosure,
5889 use, or distribution of, and reasonable obligations to maintain
5890 the confidentiality of, such records demanded to which the
5891 demanding member had been unwilling to agree.
5892 (3) If the court orders inspection or copying of the
5893 records demanded, it may impose reasonable restrictions on their
5894 confidentiality and the use or distribution of the records by
5895 the demanding member.
5896 Section 105. Section 617.1605, Florida Statutes, is
5897 amended to read:
5898 617.1605 Financial reports for members.—
5899 (1) A corporation, upon a member's written demand, shall
5900 furnish that member its latest annual financial statements,
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5901 which may be consolidated or combined statements of the
5902 corporation and one or more of its subsidiaries or affiliates,
5903 as appropriate, and which include a balance sheet as of the end
5904 of the fiscal year and a statement of operations for that year.
5905 If financial statements are prepared for the corporation on the
5906 basis of generally accepted accounting principles, the annual
5907 financial statements must also be prepared on such basis.
5908 (2) A corporation must deliver or make available the
5909 latest annual financial statements to such member within 5
5910 business days after the request if the annual financial
5911 statements have already been prepared and are available. If the
5912 annual financial statements have not been prepared for the
5913 fiscal year requested, the corporation must notify the member
5914 within 5 business days that the annual financial statements have
5915 not yet been prepared and must deliver or make available such
5916 annual financial statements to the member within 60 days after
5917 the corporation receives the request, or within such additional
5918 time thereafter as is reasonably necessary to enable the
5919 corporation to prepare its annual financial statements if, for
5920 reasons beyond the corporation's control, it is unable to
5921 prepare its annual financial statements within the prescribed
5922 period.
5923 (3) A corporation may fulfill its responsibilities under
5924 this section by delivering the specified annual financial
5925 statements by posting the specified annual financial statements
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5926 on its website or by any other generally recognized means.
5927 (4) Notwithstanding subsections (1), (2), and (3):
5928 (a) As a condition to delivering or making available
5929 annual financial statements to any requesting member, the
5930 corporation may require the requesting member to agree to
5931 reasonable restrictions on the confidentiality, use, and
5932 distribution of such annual financial statements; and
5933 (b) The corporation may, if it reasonably determines that
5934 the member's request is not made in good faith or for a proper
5935 purpose, decline to deliver or make available such annual
5936 financial statements to that member.
5937 (5) If a corporation does not respond to a member's
5938 request for annual financial statements pursuant to this section
5939 within the applicable period specified in subsection (2), all of
5940 the following apply:
5941 (a) The requesting member may apply to the circuit court
5942 in the applicable county for an order requiring delivery of or
5943 access to the requested annual financial statements. The court
5944 shall dispose of an application under this subsection on an
5945 expedited basis.
5946 (b) If the court orders delivery or access to the
5947 requested annual financial statements, it may impose reasonable
5948 restrictions on their confidentiality, use, or distribution.
5949 (c) In such proceeding, if the corporation has declined to
5950 deliver or make available such annual financial statements
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5951 because the member had been unwilling to agree to restrictions
5952 proposed by the corporation on the confidentiality, use, and
5953 distribution of such financial statements, the corporation has
5954 the burden of demonstrating that the restrictions proposed by
5955 the corporation were reasonable.
5956 (d) In such a proceeding, if the corporation has declined
5957 to deliver or make available such annual financial statements
5958 pursuant to this section, the corporation has the burden of
5959 demonstrating that it reasonably determined that the member's
5960 request was not made in good faith or for a proper purpose.
5961 (6) If the court orders delivery or access to the
5962 requested annual financial statements, it shall order the
5963 corporation to pay the member's expenses, including reasonable
5964 attorney fees, incurred to obtain such order unless the
5965 corporation establishes that it had refused delivery or access
5966 to the requested annual financial statements because the member
5967 had refused to agree to reasonable restrictions on the
5968 confidentiality, use, or distribution of the annual financial
5969 statements or that the corporation had reasonably determined
5970 that the member's request was not made in good faith or for a
5971 proper purpose.
5972 Section 106. Section 617.16051, Florida Statutes, is
5973 created to read:
5974 617.16051 Inspection rights of directors.—
5975 (1) A director of a corporation is entitled to inspect and
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5976 copy the books, records, and documents of the corporation at any
5977 reasonable time to the extent reasonably related to the
5978 performance of the director's duties as a director, including
5979 duties as a member of a board committee, but not for any other
5980 purpose or in any manner that would violate any duty to the
5981 corporation or attorney-client privilege or work-product
5982 privilege of the corporation.
5983 (2) The circuit court of the applicable county may order
5984 inspection and copying of the books, records, and documents at
5985 the corporation's expense, upon application of a director who
5986 has been refused such inspection rights, unless the corporation
5987 establishes that the director is not entitled to such inspection
5988 rights. The court shall dispose of an application under this
5989 subsection on an expedited basis.
5990 (3) If an order is issued, the court may include
5991 provisions protecting the corporation from undue burden or
5992 expense and prohibiting the director from using information
5993 obtained upon exercise of the inspection rights in a manner that
5994 would violate a duty to the corporation, and may also order the
5995 corporation to reimburse the director for the director's costs,
5996 including reasonable attorney fees, incurred in connection with
5997 the application.
5998 Section 107. Section 617.1622, Florida Statutes, is
5999 amended to read:
6000 617.1622 Annual report for department of State.—
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6001 (1) Each domestic corporation and each foreign corporation
6002 authorized to transact business conduct its affairs in this
6003 state shall deliver to the department of State for filing an a
6004 sworn annual report, on such form as the Department of State
6005 prescribes, that states the following sets forth:
6006 (a) The name of the corporation or, if a foreign
6007 corporation, the name under which the foreign corporation is
6008 authorized to transact business in this state and the state or
6009 country under the law of which it is incorporated;
6010 (b) The date of its incorporation and or, if a foreign
6011 corporation, the jurisdiction of its incorporation and the date
6012 on which it became qualified to transact business was admitted
6013 to conduct its affairs in this state;
6014 (c) The street address of its the principal office and the
6015 mailing address of the corporation;
6016 (d) The corporation's or foreign corporation's federal
6017 employer identification number, if any, or, if none, whether one
6018 has been applied for;
6019 (e) The names and business street addresses of its
6020 directors and principal officers; and
6021 (f) The street address of its registered office in this
6022 state and the name of its registered agent at that office; and
6023 (g) Any such additional information that the department
6024 has identified as may be necessary or appropriate to enable the
6025 department of State to carry out the provisions of this chapter
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6026 act.
6027 (2) If an annual report contains the name and address of a
6028 registered agent which differs from the information shown in the
6029 records of the department immediately before the annual report
6030 becomes effective, the differing information in the annual
6031 report is considered a statement of change under s. 617.0502 or
6032 s. 617.1508, as the case may be The deposit of such report, on
6033 or before May 1, in the United States mail in a sealed envelope,
6034 properly addressed with postage prepaid, constitutes compliance
6035 with subsection (1).
6036 (3) If an annual report does not contain the information
6037 required by this section subsection (1), the department of State
6038 shall promptly notify the reporting domestic corporation or
6039 foreign corporation in writing and return the report to it for
6040 correction. If the report is corrected to contain the
6041 information required by subsection (1) and delivered to the
6042 department of State within 30 days after the effective date of
6043 notice, it will is deemed to be considered timely delivered
6044 filed.
6045 (4) Each annual report must be executed by the corporation
6046 by an officer or director or, if the corporation is in the hands
6047 of a receiver or trustee, must be executed on behalf of the
6048 corporation by such receiver or trustee, and the signing of the
6049 annual report shall have the same legal effect as if made under
6050 oath, without the necessity of appending such oath thereto.
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6051 (5) The first annual report must be delivered to the department
6052 of State between January 1 and May 1 of the year following the
6053 calendar year in which a domestic corporation's articles of
6054 incorporation became effective or a foreign corporation obtained
6055 its certificate of authority to transact business in this state
6056 corporation was incorporated or a foreign corporation was
6057 authorized to conduct affairs. Subsequent annual reports must be
6058 delivered to the department of State between January 1 and May 1
6059 of each the subsequent calendar year thereafter. If one or more
6060 forms of annual report are submitted for a calendar year, the
6061 department shall file each of them and make the information
6062 contained in them part of the official record. The first form of
6063 annual report filed in a calendar year shall be considered the
6064 annual report for that calendar year, and each report filed
6065 after that one in the same calendar year shall be treated as an
6066 amended report for that calendar year years.
6067 (5)(6) Information in the annual report must be current as
6068 of the date the annual report is delivered to the department for
6069 filing executed on behalf of the corporation.
6070 (7) If an additional report is received, the department
6071 shall file the document and make the information contained
6072 therein part of the official record.
6073 (6)(8) Any domestic corporation or foreign corporation
6074 that fails to file an annual report that which complies with the
6075 requirements of this section may not prosecute or maintain or
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6076 defend any action in any court of this state until the such
6077 report is filed and all fees and penalties taxes due under this
6078 chapter act are paid, and such corporation is subject to
6079 dissolution or cancellation of its certificate of authority to
6080 transact business conduct its affairs as provided in this
6081 chapter act.
6082 (7)(9) The department shall prescribe the forms, which may
6083 be in an electronic format, on which to make the annual report
6084 called for in this section and may substitute the uniform
6085 business report, pursuant to s. 606.06, as a means of satisfying
6086 the requirement of this chapter section.
6087 (8) As a condition of a merger under s. 617.1101, each
6088 party to a merger which exists under the laws of this state, and
6089 each party to a merger which exists under the laws of another
6090 jurisdiction and has a certificate of authority to transact
6091 business or conduct its affairs in this state, must be active
6092 and current in filing its annual reports in the records of the
6093 department through December 31 of the calendar year in which the
6094 articles of merger are submitted to the department for filing.
6095 (9) As a condition of a conversion of an entity to a
6096 corporation under s. 617.1804, the entity, if it exists under
6097 the laws of this state or if it exists under the laws of another
6098 jurisdiction and has a certificate of authority to transact
6099 business or conduct its affairs in this state, must be active
6100 and current in filing its annual reports in the records of the
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6101 department through December 31 of the calendar year in which the
6102 articles of conversion are submitted to the department for
6103 filing.
6104 (10) As a condition of a conversion of a domestic
6105 corporation to another type of entity under s. 617.1804, the
6106 domestic corporation converting to the other type of entity must
6107 be active and current in filing its annual reports in the
6108 records of the department through December 31 of the calendar
6109 year in which the articles of conversion are submitted to the
6110 department for filing.
6111 (11) As a condition of domestication of a domestic
6112 corporation into a foreign jurisdiction under s. 617.180301, the
6113 domestic corporation domesticating into a foreign jurisdiction
6114 must be active and current in filing its annual reports in the
6115 records of the department through December 31 of the calendar
6116 year in which the articles of domestication are submitted to the
6117 department for filing.
6118 Section 108. Section 617.180301, Florida Statutes, is
6119 created to read:
6120 617.180301 Domestication.—
6121 (1) By complying with this section and ss. 617.18031-
6122 617.18034, as applicable, a foreign corporation may become a
6123 domestic corporation if the domestication is permitted by the
6124 organic law of the foreign corporation.
6125 (2) By complying with this section and ss. 617.18031-
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6126 617.18034, as applicable, a domestic corporation may become a
6127 foreign corporation pursuant to a plan of domestication if the
6128 domestication is permitted by the organic law of the foreign
6129 corporation.
6130 (3) In a domestication under subsection (2), the
6131 domesticating corporation must enter into a plan of
6132 domestication. The plan of domestication must include:
6133 (a) The name of the domesticating corporation;
6134 (b) The name and governing jurisdiction of the
6135 domesticated corporation;
6136 (c) The manner and basis of cancelling or converting the
6137 eligible interests or other rights of the domesticating
6138 corporation into other eligible interests, obligations, rights
6139 to acquire eligible interests, cash, other property, or any
6140 combination of the foregoing of the domesticated corporation;
6141 (d) The proposed organic rules of the domesticated
6142 corporation, which must be in writing; and
6143 (e) The other terms and conditions of the domestication.
6144 (4) In addition to the requirements of subsection (3), a
6145 plan of domestication may contain any other provision not
6146 prohibited by law.
6147 (5) The terms of a plan of domestication may be made
6148 dependent upon facts objectively ascertainable outside the plan
6149 in accordance with s. 617.01201(10).
6150 (6) If a protected agreement of a domesticating
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6151 corporation in effect immediately before the domestication
6152 becomes effective contains a provision applying to a merger of
6153 the corporation and the agreement does not refer to a
6154 domestication of the corporation, the provision applies to a
6155 domestication of the corporation as if the domestication were a
6156 merger until such time as the provision is first amended after
6157 July 1, 2026.
6158 Section 109. Section 617.18031, Florida Statutes, is
6159 created to read:
6160 617.18031 Action on a plan of domestication.—In the case
6161 of a domestication of a domestic corporation into a foreign
6162 jurisdiction, the plan of domestication must be adopted in the
6163 following manner:
6164 (1) Except as otherwise provided in the articles of
6165 incorporation or bylaws, the plan of domestication must first be
6166 adopted by the board of directors of such domestic corporation.
6167 If the domesticating corporation does not have any members
6168 entitled to vote on the domestication, a plan of domestication
6169 is adopted by the corporation when it has been adopted by the
6170 board of directors pursuant to this section.
6171 (2) If the domesticating corporation has members entitled
6172 to vote on the domestication, the plan of domestication must be
6173 approved by such members. In submitting the plan of
6174 domestication to the members for approval, the board of
6175 directors shall recommend that the members approve the plan,
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6176 unless the board of directors makes a determination that because
6177 of conflicts of interest or other special circumstances it
6178 should not make such a recommendation, in which case the board
6179 of directors must inform the members of the basis for its so
6180 proceeding without such recommendation.
6181 (3) The board of directors may set conditions for approval
6182 of the plan of domestication by the members or the effectiveness
6183 of the plan of domestication.
6184 (4) If the plan of domestication is required to be
6185 approved by the members, and if the approval of the members is
6186 to be given at a meeting, the corporation must notify each
6187 member entitled to vote on the domestication of the meeting of
6188 members at which the plan of domestication is to be submitted
6189 for approval. The notice must state that the purpose, or one of
6190 the purposes, of the meeting is to consider the plan of
6191 domestication and must contain or be accompanied by a copy of
6192 the plan. The notice must include or be accompanied by a written
6193 copy of the organic rules of the domesticated corporation as
6194 they will be in effect immediately after the domestication.
6195 (5) Unless this chapter, the articles of incorporation,
6196 the bylaws, or the board of directors acting pursuant to
6197 subsection (3) require a greater vote or a greater quorum in the
6198 respective case, approval of the plan of domestication requires:
6199 (a) The approval of the members entitled to vote on the
6200 domestication at a meeting at which a quorum exists consisting
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6201 of a majority of the votes entitled to be cast on the plan; and
6202 (b) If any class of members is entitled to vote as a
6203 separate group on the plan of domestication, the approval of
6204 each class of members voting as a separate voting group at a
6205 meeting at which a quorum of the voting group exists consisting
6206 of a majority of the votes entitled to be cast on the plan by
6207 that voting group.
6208 (6) The articles of incorporation may expressly limit or
6209 eliminate the separate voting rights provided in paragraph
6210 (5)(b) as to any class of members, except when the public
6211 organic rules of the foreign corporation resulting from the
6212 domestication include what would be in effect an amendment that
6213 would entitle the class to vote as a separate voting group if it
6214 were a proposed amendment of the articles of incorporation of a
6215 domestic domesticating corporation.
6216 (7) If, as a result of a domestication, one or more
6217 members of a domestic domesticating corporation would become
6218 subject to interest holder liability, approval of the plan of
6219 domestication must require the signing in connection with the
6220 domestication, by each such member, of a separate written
6221 consent to become subject to such interest holder liability,
6222 unless in the case of a member that already has interest holder
6223 liability with respect to the domesticating corporation, the
6224 terms and conditions of the interest holder liability with
6225 respect to the domesticated corporation are substantially
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6226 identical to those of the existing interest holder liability,
6227 other than for changes that eliminate or reduce such interest
6228 holder liability.
6229 (8) In addition to the adoption and approval of the plan
6230 of domestication by the board of directors and any members
6231 entitled to vote on the domestication as required by this
6232 section, the plan of domestication must be approved in writing
6233 by any person or group of persons whose approval is required
6234 under the articles of incorporation or bylaws or whose approval
6235 is required to amend the articles of incorporation or bylaws.
6236 Section 110. Section 617.18032, Florida Statutes, is
6237 created to read:
6238 617.18032 Articles of incorporation; effectiveness.—
6239 (1) Articles of domestication must be signed by the
6240 domesticating corporation after:
6241 (a) A plan of domestication of a domestic corporation has
6242 been adopted and approved as required by this chapter; or
6243 (b) A foreign corporation that is the domesticating
6244 corporation has approved a domestication as required by this
6245 chapter and under the foreign corporation's organic law.
6246 (2) Articles of domestication must set forth:
6247 (a) The name of the domesticating corporation and its
6248 governing jurisdiction;
6249 (b) The name and governing jurisdiction of the
6250 domesticated corporation; and
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6251 (c)1. If the domesticating corporation is a domestic
6252 corporation, a statement that the plan of domestication was
6253 approved in accordance with this chapter; or
6254 2. If the domesticating corporation is a foreign
6255 corporation, a statement that the domestication was approved in
6256 accordance with its organic law.
6257 (3) If the domesticated corporation is to be a domestic
6258 corporation, articles of incorporation of the domesticated
6259 corporation that satisfy the requirements of s. 617.0202 must be
6260 attached to the articles of domestication. Provisions that would
6261 not be required to be included in restated articles of
6262 incorporation may be omitted from the articles of incorporation
6263 attached to the articles of domestication.
6264 (4) The articles of domestication shall be delivered to
6265 the department for filing and shall take effect on the effective
6266 date determined in accordance with s. 617.0123.
6267 (5)(a) If the domesticated corporation is a domestic
6268 corporation, the domestication becomes effective when the
6269 articles of domestication are effective.
6270 (b) If the domesticated corporation is a foreign
6271 corporation, the domestication becomes effective on the later of
6272 the date and time provided by the organic law of the
6273 domesticated corporation or when the articles of domestication
6274 are effective.
6275 (6) If the domesticating corporation is a foreign
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6276 corporation that is qualified to transact business in this state
6277 under ss. 617.1501-617.1532, its certificate of authority is
6278 automatically canceled when the domestication becomes effective.
6279 (7) A copy of the articles of domestication, certified by
6280 the department, may be filed in the official records of any
6281 county in this state in which the domesticating corporation
6282 holds an interest in real property.
6283 Section 111. Section 617.18033, Florida Statutes, is
6284 created to read:
6285 617.18033 Amendment of a plan of domestication;
6286 abandonment.—
6287 (1) Except as otherwise provided in the plan of
6288 domestication and before the articles of domestication have
6289 taken effect, a plan of domestication of a domestic corporation
6290 adopted under s. 617.180301(3) may be amended:
6291 (a) In the same manner as the plan of domestication was
6292 approved, if the plan does not provide for the manner in which
6293 it may be amended; or
6294 (b) In the manner provided in the plan of domestication,
6295 except that an interest holder who was entitled to vote on or
6296 consent to approval of the plan is entitled to vote on or
6297 consent to any amendment of the plan which will change:
6298 1. The amount or kind of eligible interests or other
6299 rights, obligations, rights to acquire eligible interests, cash,
6300 other property, or any combination of the foregoing, to be
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6301 received by any of the interest holders of the domesticating
6302 corporation under the plan;
6303 2. The organic rules of the domesticated corporation that
6304 are to be in writing and that will be in effect immediately
6305 after the domestication becomes effective, except for changes
6306 that do not require approval of the interest holder of the
6307 domesticated corporation under its proposed organic rules as set
6308 forth in the plan of domestication; or
6309 3. Any of the other terms or conditions of the plan, if
6310 the change would adversely affect the interest holder in any
6311 material respect.
6312 (2) After a plan of domestication has been adopted and
6313 approved by a domestic corporation as required by this chapter,
6314 and before the articles of domestication have become effective,
6315 the plan may be abandoned by the corporation in the same manner
6316 as the plan was approved by the corporation without action by
6317 its interest holders in accordance with any procedures set forth
6318 in the plan or, if no such procedures are set forth in the plan,
6319 in the manner determined by the board of directors of the
6320 domestic corporation.
6321 (3) If a domestication is abandoned after the articles of
6322 domestication have been delivered to the department for filing
6323 but before the articles of domestication become effective, a
6324 statement of abandonment signed by the domesticating corporation
6325 must be delivered to the department for filing before the
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6326 articles of domestication become effective. The statement shall
6327 take effect upon filing, and the domestication shall be deemed
6328 abandoned and may not become effective. The statement of
6329 abandonment must contain:
6330 (a) The name of the domesticating corporation;
6331 (b) The date on which the articles of domestication were
6332 filed by the department; and
6333 (c) A statement that the domestication has been abandoned
6334 in accordance with this section.
6335 Section 112. Section 617.18034, Florida Statutes, is
6336 created to read:
6337 617.18034 Effect of domestication.—
6338 (1) When a domestication becomes effective:
6339 (a) All real property and other property owned by the
6340 domesticating corporation, including any interests therein and
6341 all title thereto, and every contract right and other right
6342 possessed by the domesticating corporation, are the property,
6343 contract rights, and other rights of the domesticated
6344 corporation without transfer, reversion, or impairment;
6345 (b) All debts, obligations, and other liabilities of the
6346 domesticating corporation are the debts, obligations, and other
6347 liabilities of the domesticated corporation;
6348 (c) The name of the domesticated corporation may be, but
6349 need not be, substituted for the name of the domesticating
6350 corporation in any pending action or proceeding;
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6351 (d) The organic rules of the domesticated corporation
6352 become effective;
6353 (e) The eligible interests or other rights of the
6354 domesticating corporation are cancelled or reclassified into
6355 eligible interests or other rights, obligations, rights to
6356 acquire eligible interests, cash, other property, or any
6357 combination of the foregoing, in accordance with the terms of
6358 the domestication, and the interest holders of the domesticating
6359 corporation are entitled only to the rights provided to them by
6360 those terms; and
6361 (f) The domesticated corporation is:
6362 1. Incorporated under and subject to the organic law of
6363 the domesticated corporation;
6364 2. The same corporation, without interruption, as the
6365 domesticating corporation; and
6366 3. Deemed to have been incorporated on the date the
6367 domesticating corporation was originally incorporated.
6368 (2) Except as otherwise provided in the organic law or
6369 organic rules of a domesticating foreign corporation, the
6370 interest holder liability of an interest holder in a foreign
6371 corporation that is domesticated into this state who had
6372 interest holder liability with respect to such domesticating
6373 corporation before the domestication becomes effective must be
6374 as follows:
6375 (a) The domestication does not discharge that prior
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6376 interest holder liability with respect to any interest holder
6377 liabilities that arose before the domestication becomes
6378 effective.
6379 (b) The organic law of the domesticating corporation must
6380 continue to apply to the collection or discharge of any interest
6381 holder liabilities preserved by paragraph (a), as if the
6382 domestication had not occurred.
6383 (c) The interest holder shall have such rights of
6384 contribution from other persons as are provided by the organic
6385 law of the domesticating corporation with respect to any
6386 interest holder liabilities preserved by paragraph (a), as if
6387 the domestication had not occurred.
6388 (d) The interest holder may not, by reason of such prior
6389 interest holder liability, have interest holder liability with
6390 respect to any interest holder liabilities that are incurred
6391 after the domestication becomes effective.
6392 (3) An interest holder who becomes subject to interest
6393 holder liability in respect of the domesticated corporation as a
6394 result of the domestication has such interest holder liability
6395 only with respect to interest holder liabilities that arise
6396 after the domestication becomes effective.
6397 (4) A domestication does not constitute or cause the
6398 dissolution of the domesticating corporation.
6399 (5) Property held in trust or otherwise dedicated to a
6400 charitable purpose and held by a domestic or foreign corporation
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6401 immediately before a domestication becomes effective may not, as
6402 a result of the domestication, be diverted from the purposes for
6403 which it was donated, granted, devised, or otherwise transferred
6404 except pursuant to the laws of this state addressing cy pres or
6405 dealing with nondiversion of charitable assets.
6406 (6) A bequest, devise, gift, grant, or promise contained
6407 in a will or other instrument of donation, subscription, or
6408 conveyance which is made to the domesticating corporation, and
6409 which takes effect or remains payable after the domestication
6410 inures to the domesticated corporation.
6411 (7) A trust obligation that would govern property if
6412 transferred to the domesticating corporation applies to property
6413 that is to be transferred to the domesticated corporation after
6414 the domestication takes effect.
6415 Section 113. Section 617.1804, Florida Statutes, is
6416 created to read:
6417 617.1804 Conversion.—
6418 (1) By complying with this chapter, including being
6419 eligible under s. 617.18041, adopting a plan of conversion in
6420 accordance with s. 617.18042, and complying with s. 617.18043, a
6421 domestic corporation may become:
6422 (a) A domestic eligible entity, other than a domestic
6423 corporation; or
6424 (b) If the conversion is permitted by the organic law of
6425 the foreign eligible entity, a foreign eligible entity.
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6426 (2) By complying with this section and ss. 617.18042-
6427 617.18046, as applicable, and applicable provisions of its
6428 organic law, a domestic eligible entity other than a domestic
6429 corporation may become a domestic corporation.
6430 (3) By complying with this section and ss. 617.18042-
6431 617.18046, as applicable, and by complying with the applicable
6432 provisions of its organic law, a foreign eligible entity may
6433 become a domestic corporation, but only if the organic law of
6434 the foreign eligible entity permits it to become a nonprofit
6435 corporation in another jurisdiction.
6436 (4) If a protected agreement of a domestic converting
6437 corporation in effect immediately before the conversion becomes
6438 effective contains a provision applying to a merger of the
6439 corporation that is a converting corporation and the agreement
6440 does not refer to a conversion of the corporation, the provision
6441 applies to a conversion of the corporation as if the conversion
6442 were a merger, until such time as the provision is first amended
6443 after July 1, 2026.
6444 Section 114. Section 617.18041, Florida Statutes, is
6445 created to read:
6446 617.18041 Limitation on conversion.—A domestic corporation
6447 that holds property for a charitable purpose is prohibited from
6448 becoming a domestic eligible entity or a foreign eligible
6449 entity, except by domestication to become a foreign corporation.
6450 Section 115. Section 617.18042, Florida Statutes, is
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6451 created to read:
6452 617.18042 Plan of conversion.—
6453 (1) A domestic corporation may convert to a domestic or
6454 foreign eligible entity under this chapter by approving a plan
6455 of conversion. The plan of conversion must include all of the
6456 following:
6457 (a) The name of the domestic converting corporation.
6458 (b) The name, governing jurisdiction, and type of entity
6459 of the converted eligible entity.
6460 (c) The manner and basis of canceling or converting the
6461 eligible interests or other rights of the domestic corporation;
6462 or the rights to acquire eligible interests, obligations, or any
6463 combination of the foregoing of the domestic corporation, into:
6464 1. Shares.
6465 2. Other securities.
6466 3. Eligible interests.
6467 4. Obligations.
6468 5. Rights to acquire shares, other securities, or eligible
6469 interests.
6470 6. Cash.
6471 7. Other property.
6472 8. Other rights.
6473 (d) The other terms and conditions of the conversion.
6474 (e) The full text, as it will be in effect immediately
6475 after the conversion becomes effective, of the organic rules of
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6476 the converted eligible entity, which are to be in writing.
6477 (2) In addition to the requirements of subsection (1), a
6478 plan of conversion may contain any other provision not
6479 prohibited by law.
6480 (3) The terms of a plan of conversion may be made
6481 dependent upon facts objectively ascertainable outside the plan
6482 in accordance with s. 617.01201(10).
6483 Section 116. Section 617.18043, Florida Statutes, is
6484 created to read:
6485 617.18043 Action on a plan of conversion.—In the case of a
6486 conversion of a domestic corporation to a domestic or foreign
6487 eligible entity other than a domestic corporation, the plan of
6488 conversion must be adopted in the following manner:
6489 (1) Except as provided in the articles of incorporation or
6490 bylaws, the plan of conversion must first be adopted by the
6491 board of directors of such domestic corporation. If the
6492 converting corporation does not have any members entitled to
6493 vote on the conversion, a plan of conversion is adopted by the
6494 corporation when it has been adopted by the board of directors
6495 pursuant to this section.
6496 (2)(a) If the converting corporation has members entitled
6497 to vote on the conversion, the plan of conversion must then be
6498 approved by such members.
6499 (b) In submitting the plan of conversion to the members
6500 for approval, the board of directors must recommend that the
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6501 members approve the plan of conversion, unless the board of
6502 directors makes a determination that because of conflicts of
6503 interest or other special circumstances it should not make such
6504 a recommendation, in which case the board of directors must
6505 inform the members of the basis for proceeding without such
6506 recommendation.
6507 (3) The board of directors may set conditions for approval
6508 of the plan of conversion by the members or the effectiveness of
6509 the plan of conversion.
6510 (4) If a plan of conversion is required to be approved by
6511 the members, and if the approval of the members is to be given
6512 at a meeting, the corporation must notify each member entitled
6513 to vote on the conversion of the meeting of members at which the
6514 plan of conversion is to be submitted for approval. The notice
6515 must state that the purpose, or one of the purposes, of the
6516 meeting is to consider the plan of conversion and must contain
6517 or be accompanied by a copy of the plan. The notice must include
6518 or be accompanied by a written copy of the organic rules of the
6519 converted eligible entity as they will be in effect immediately
6520 after the conversion.
6521 (5) Unless this chapter, the articles of incorporation,
6522 bylaws, or the board of directors acting pursuant to subsection
6523 (3) require a greater vote or a greater quorum in the respective
6524 case, approval of the plan of conversion requires:
6525 (a) The approval of the members entitled to vote on the
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6526 conversion at a meeting at which a quorum exists consisting of a
6527 majority of the votes entitled to be cast on the plan; and
6528 (b) If any class of members is entitled to vote as a
6529 separate group on the plan of conversion, the approval of each
6530 class of members voting as a separate voting group at a meeting
6531 at which a quorum of the voting group exists consisting of a
6532 majority of the votes entitled to be cast on the plan by that
6533 voting group.
6534 (6) If, as a result of the conversion, one or more members
6535 of the converting domestic corporation would become subject to
6536 interest holder liability, approval of the plan of conversion
6537 must require the signing in connection with the conversion, by
6538 each such member, of a separate written consent to become
6539 subject to such interest holder liability, unless in the case of
6540 a member that already has interest holder liability with respect
6541 to the converting corporation, the terms and conditions of the
6542 interest holder liability with respect to the converted entity
6543 are substantially identical to those of the existing interest
6544 holder liability, other than for changes that eliminate or
6545 reduce such interest holder liability.
6546 (7) If the converted eligible entity is a partnership or
6547 limited partnership, a member of the converting domestic
6548 corporation may not, as a result of the conversion, become a
6549 general partner of the partnership or limited partnership,
6550 unless such member specifically consents in writing to becoming
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6551 a general partner of such partnership or limited partnership,
6552 and, unless such written consent is obtained from each such
6553 member, such conversion may not become effective under s.
6554 617.18044. Any member providing such consent in writing is
6555 deemed to have voted in favor of the plan of conversion pursuant
6556 to which the member became a general partner.
6557 (8) In addition to the adoption and approval of the plan
6558 of conversion by the board of directors and any members entitled
6559 to vote on the conversion as required by this section, the plan
6560 of conversion must also be approved in writing by any person or
6561 group of persons whose approval is required under the articles
6562 of incorporation or bylaws or whose approval is required to
6563 amend the articles of incorporation or bylaws.
6564 Section 117. Section 617.18044, Florida Statutes, is
6565 created to read:
6566 617.18044 Articles of conversion; effectiveness.—
6567 (1) After a plan of conversion of a domestic corporation
6568 has been adopted and approved as required by this chapter, or a
6569 domestic or foreign eligible entity, other than a domestic
6570 corporation, that is the converting eligible entity has approved
6571 a conversion as required by its organic law, articles of
6572 conversion must be signed by the converting eligible entity as
6573 required by s. 617.01201 and must:
6574 (a) State the name, governing jurisdiction, and type of
6575 entity of the converting eligible entity;
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6576 (b) State the name, governing jurisdiction, and type of
6577 entity of the converted eligible entity;
6578 (c) If the converting eligible entity is:
6579 1. A domestic corporation, state that the plan of
6580 conversion was approved in accordance with this chapter; or
6581 2. A domestic or foreign eligible entity other than a
6582 domestic corporation, state that the conversion was approved by
6583 the eligible entity in accordance with its organic law; and
6584 (d) If the converted eligible entity is:
6585 1. A domestic corporation or a domestic or foreign
6586 eligible entity that is not a domestic corporation, attach the
6587 public organic record of the converted eligible entity, except
6588 that provisions that would not be required to be included in a
6589 restated public organic record may be omitted; or
6590 2. A domestic limited liability partnership, attach the
6591 filing or filings required to become a domestic limited
6592 liability partnership.
6593 (2) If the converted eligible entity is a domestic
6594 corporation, its articles of incorporation must satisfy the
6595 requirements of s. 617.0202, except that provisions that would
6596 not be required to be included in restated articles of
6597 incorporation may be omitted from the articles of incorporation.
6598 If the converted eligible entity is a domestic eligible entity
6599 that is not a domestic corporation, its public organic record,
6600 if any, must satisfy the applicable requirements of the organic
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6601 law of this state, except that the public organic record does
6602 not need to be signed.
6603 (3) The articles of conversion must be delivered to the
6604 department for filing and shall take effect on the effective
6605 date determined in accordance with s. 617.0123.
6606 (4)(a) If the converted eligible entity is a domestic
6607 eligible entity, the conversion becomes effective when the
6608 articles of conversion are effective.
6609 (b) If the converted eligible entity is a foreign eligible
6610 entity, the conversion becomes effective at the later of:
6611 1. The date and time provided by the organic law of that
6612 eligible entity; or
6613 2. When the articles of conversion take effect.
6614 (5) Articles of conversion required to be filed under this
6615 section may be combined with any filing required under the
6616 organic law of a domestic eligible entity that is the converting
6617 eligible entity or the converted eligible entity if the combined
6618 filing satisfies the requirements of both this section and the
6619 other organic law.
6620 (6) If the converting eligible entity is a foreign
6621 eligible entity that is authorized to transact business in this
6622 state under a law similar to ss. 617.1501-617.1532, its foreign
6623 qualification is canceled automatically on the effective date of
6624 its conversion.
6625 (7) A copy of the articles of conversion, certified by the
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6626 department, may be filed in the official records of any county
6627 in this state in which the converting eligible entity holds an
6628 interest in real property.
6629 Section 118. Section 617.18045, Florida Statutes, is
6630 created to read:
6631 617.18045 Amendment to a plan of conversion; abandonment.—
6632 (1) Except as otherwise provided in the plan of conversion
6633 and before the articles of conversion have taken effect, a plan
6634 of conversion of a converting eligible entity that is a domestic
6635 corporation may be amended:
6636 (a) In the same manner as the plan of conversion was
6637 approved, if the plan does not provide for the manner in which
6638 it may be amended; or
6639 (b) In the manner provided in the plan of conversion,
6640 except that an interest holder that was entitled to vote on or
6641 consent to approval of the plan is entitled to vote on or
6642 consent to any amendment of the plan which will change:
6643 1. The amount or kind of interests; obligations; rights to
6644 acquire other interests; cash; other property; or any
6645 combination of the foregoing, to be received by any of the
6646 interest holders of the converting corporation under the plan;
6647 2. The organic rules of the converted eligible entity
6648 which will be in effect immediately after the conversion becomes
6649 effective, except for changes that do not require approval of
6650 the eligible interest holders of the converted eligible entity
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6651 under its organic law or organic rules; or
6652 3. Any other terms or conditions of the plan, if the
6653 change would adversely affect such interest holders in any
6654 material respect.
6655 (2) After a plan of conversion has been adopted and
6656 approved by a converting eligible entity that is a domestic
6657 corporation in the manner required by this chapter and before
6658 the articles of conversion become effective, the plan may be
6659 abandoned by the domestic corporation without action by its
6660 interest holders in accordance with any procedures set forth in
6661 the plan or, if no such procedures are set forth in the plan, in
6662 the manner determined by the board of directors of the domestic
6663 corporation.
6664 (3) If a conversion is abandoned after the articles of
6665 conversion have been delivered to the department for filing but
6666 before the articles of conversion have become effective, a
6667 statement of abandonment signed by the converting eligible
6668 entity must be delivered to the department for filing before the
6669 articles of conversion become effective. The statement takes
6670 effect upon filing, and the conversion is deemed abandoned and
6671 may not become effective. The statement of abandonment must
6672 contain:
6673 (a) The name of the converting eligible entity;
6674 (b) The date on which the articles of conversion were
6675 filed by the department; and
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6676 (c) A statement that the conversion has been abandoned in
6677 accordance with this section.
6678 Section 119. Section 617.18046, Florida Statutes, is
6679 created to read:
6680 617.18046 Effect of conversion.—
6681 (1) When a conversion becomes effective:
6682 (a) All real property and other property owned by the
6683 converting eligible entity, including any interest therein and
6684 all title thereto, and every contract right and other right
6685 possessed by the converting eligible entity remain the property,
6686 contract rights, and other rights of the converted eligible
6687 entity without transfer, reversion, or impairment;
6688 (b) All debts, obligations, and other liabilities of the
6689 converting eligible entity remain the debts, obligations, and
6690 other liabilities of the converted eligible entity;
6691 (c) The name of the converted eligible entity may be
6692 substituted for the name of the converting eligible entity in
6693 any pending action or proceeding;
6694 (d) If the converted eligible entity is a filing entity, a
6695 domestic corporation, or a domestic or foreign corporation, its
6696 public organic record and its private organic rules become
6697 effective;
6698 (e) If the converted eligible entity is a nonfiling
6699 entity, its private organic rules become effective;
6700 (f) If the converted eligible entity is a limited
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6701 liability partnership, the filing required to become a limited
6702 liability partnership and its private organic rules become
6703 effective;
6704 (g) The shares; obligations; eligible interests; other
6705 securities; and rights to acquire shares, obligations, eligible
6706 interests, or other securities of the converting eligible entity
6707 are reclassified into shares; obligations; eligible interests;
6708 other securities; and rights to acquire shares, obligations,
6709 eligible interests, or other securities; or eligible interests,
6710 cash; other property; or any combination of the foregoing, in
6711 accordance with the terms of the conversion, and the members or
6712 interest holders of the converting eligible entity are entitled
6713 only to the rights provided to them by those terms or under the
6714 organic law of the converting eligible entity; and
6715 (h) The converted eligible entity is:
6716 1. Deemed to be incorporated or organized under and
6717 subject to the organic law of the converted eligible entity;
6718 2. Deemed to be the same entity without interruption as
6719 the converting eligible entity; and
6720 3. Deemed to have been incorporated or otherwise organized
6721 on the date that the converting eligible entity was originally
6722 incorporated or organized.
6723 (2) Except as otherwise provided in the articles of
6724 incorporation or bylaws of a domestic corporation or the organic
6725 law or organic rules of a domestic or foreign eligible entity
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6726 other than a domestic corporation, a member or eligible interest
6727 holder who becomes subject to interest holder liability in
6728 respect of a domestic corporation or domestic or foreign
6729 eligible entity other than a domestic corporation as a result of
6730 the conversion shall have such interest holder liability only in
6731 respect of interest holder liabilities that arise after the
6732 conversion becomes effective.
6733 (3) Except as otherwise provided in the organic law or the
6734 organic rules of the domestic or foreign eligible entity, the
6735 interest holder liability of an interest holder in a converting
6736 eligible entity that converts to a domestic corporation who had
6737 interest holder liability in respect of such converting eligible
6738 entity before the conversion becomes effective is as follows:
6739 (a) The conversion does not discharge that prior interest
6740 holder liability with respect to any interest holder liabilities
6741 that arose before the conversion became effective.
6742 (b) The organic law of the eligible entity continues to
6743 apply to the collection or discharge of any interest holder
6744 liabilities preserved by paragraph (a), as if the conversion had
6745 not occurred.
6746 (c) The eligible interest holder has such rights of
6747 contribution from other persons as are provided by the organic
6748 law of the eligible entity with respect to any interest holder
6749 liabilities preserved by paragraph (a), as if the conversion had
6750 not occurred.
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6751 (d) The eligible interest holder may not, by reason of
6752 such prior interest holder liability, have interest holder
6753 liability with respect to any interest holder liabilities that
6754 arise after the conversion becomes effective.
6755 (4) A conversion does not require the converting eligible
6756 entity to wind up its affairs and does not constitute or cause
6757 the dissolution or termination of the entity.
6758 (5) Property held for charitable purposes under the laws
6759 of this state by a domestic or foreign eligible entity
6760 immediately before a conversion becomes effective may not, as a
6761 result of the conversion, be diverted from the purposes for
6762 which it was donated, granted, devised, or otherwise transferred
6763 except and to the extent permitted by or pursuant to the laws of
6764 this state addressing cy pres or dealing with nondiversion of
6765 charitable assets.
6766 (6) Any bequest, devise, gift, grant, or promise contained
6767 in a will or other instrument of donation, subscription, or
6768 conveyance which is made to the converting eligible entity and
6769 which takes effect or remains payable after the conversion
6770 inures to the converted eligible entity.
6771 (7) A trust obligation that would govern property if
6772 transferred to the converting eligible entity applies to
6773 property that is to be transferred to the converted eligible
6774 entity after the conversion becomes effective.
6775 Section 120. Section 617.2005, Florida Statutes, is
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6776 amended to read:
6777 617.2005 Extinct churches and religious societies;
6778 dissolution.—Any church or religious society in this state which
6779 has ceased or failed to maintain religious worship or service,
6780 or to use its property for religious worship or services
6781 according to the tenets, usages, and customs of a church of the
6782 denomination of which it is a member in this state for the space
6783 of 2 consecutive years, or whose membership has so diminished in
6784 numbers or in financial strength as to render it impossible for
6785 such church or society to maintain religious worship or
6786 services, or to protect its property from exposure to waste and
6787 dilapidation for a period of 2 years, shall be extinct. Upon an
6788 action filed by a member of the church or religious society, the
6789 facts being established to the satisfaction of the circuit court
6790 in and for the county in which such church or society has been
6791 situated, an order of such court may be made dissolving the
6792 church or religious society and the property of such church or
6793 society, or the property which may be held in trust for such
6794 church or society, may by court order be transferred to and the
6795 title and possession thereof vested in the denomination of which
6796 such church or society was a member. A copy of the decree of
6797 dissolution must shall be filed with the department of State.
6798 Section 121. Section 617.2006, Florida Statutes, is
6799 amended to read:
6800 617.2006 Incorporation of labor unions or bodies.—
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6801 (1) Any group or combination of groups of workers or wage
6802 earners, bearing the name labor, organized labor, federation of
6803 labor, brotherhood of labor, union labor, union labor committee,
6804 trade union, trades union, union labor council, building trades
6805 council, building trades union, allied trades union, central
6806 labor body, central labor union, federated trades council, local
6807 union, state union, national union, international union,
6808 district labor council, district labor union, American
6809 Federation of Labor, Florida Federation of Labor, or any
6810 component parts or significant words of such terms, whether the
6811 same be used in juxtaposition or with interspace, may be
6812 incorporated under this chapter act.
6813 (2)(1) In addition to the requirements of ss. 617.02011
6814 and 617.0202, the articles of incorporation for a labor union or
6815 body must shall set forth the necessity for the incorporation,
6816 shall be subscribed to by not less than five persons, and shall
6817 be acknowledged by all of the subscribers, who shall also make
6818 and subscribe to an oath, to be endorsed on the articles of
6819 incorporation, that it is intended in good faith to carry out
6820 the purposes and objects set forth in the articles of
6821 incorporation. The articles of incorporation shall be filed in
6822 the office of the clerk of the circuit court of the county in
6823 which the labor union or body is organized, and the approval of
6824 the judge of the circuit court shall be obtained.
6825 (2) The subscribers of the articles of incorporation shall
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6826 give notice of their intention to obtain approval thereof by the
6827 circuit judge. Such notice shall state the name of the judge,
6828 the date the articles of incorporation will be presented, and
6829 the general nature and necessity of the articles of
6830 incorporation. Notice shall be published in a newspaper of
6831 general circulation in the county in which the labor union or
6832 body is organized at least once, or posted at the courthouse
6833 door in counties having no newspapers, at least 10 days prior to
6834 the date the articles of incorporation will be presented to the
6835 judge.
6836 (3) When presented to the judge, the articles of
6837 incorporation shall be accompanied by a petition, signed and
6838 sworn to by the subscribers, stating fully the aims and purposes
6839 of such organization and the necessity therefor.
6840 (4) Upon the filing of the articles of incorporation and
6841 the petition, and the giving of such notice, the circuit judge
6842 to whom such petition may be addressed shall, upon the date
6843 stated in such notice, take testimony and inquire into the
6844 admissions and purposes of such organization and the necessity
6845 therefor, and upon such hearing, if the circuit judge shall be
6846 satisfied that the allegations set forth in the petition and
6847 articles of incorporation have been substantiated, and shall
6848 find that such organization will not be harmful to the community
6849 in which it proposes to operate, or to the state, and that it is
6850 intended in good faith to carry out the purposes and objects set
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6851 forth in the articles of incorporation, and that there is a
6852 necessity therefor, the judge shall approve the articles of
6853 incorporation and endorse his or her approval thereon. Upon the
6854 filing of the articles of incorporation with its endorsements
6855 thereupon with the Department of State and payment of the filing
6856 fees specified in s. 617.0122, the subscribers and their
6857 associates and successors shall be a corporation by the name
6858 given.
6859 (5) Any person may intervene by filing an answer to the
6860 petition stating his or her reasons, if any, and be heard
6861 thereon, why the circuit judge shall not approve the articles of
6862 incorporation.
6863 (6) The existence, amendment of the articles of
6864 incorporation, and dissolution of any such corporation shall be
6865 in accordance with this act.
6866 Section 122. Subsection (7) of section 39.8298, Florida
6867 Statutes, is amended to read:
6868 39.8298 Guardian ad Litem direct-support organization.—
6869 (7) LIMITS ON DIRECT-SUPPORT ORGANIZATION.—The direct-
6870 support organization shall not exercise any power under s.
6871 617.0302(11) or (15) s. 617.0302(12) or (16). No state employee
6872 shall receive compensation from the direct-support organization
6873 for service on the board of directors or for services rendered
6874 to the direct-support organization.
6875 Section 123. Paragraph (a) of subsection (2) of section
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6876 381.00316, Florida Statutes, is amended to read:
6877 381.00316 Discrimination by governmental and business
6878 entities based on health care choices; prohibition.—
6879 (2) As used in this section, the term:
6880 (a) "Business entity" has the same meaning as in s.
6881 606.03. The term also includes a charitable organization as
6882 defined in s. 496.404, a nonprofit corporation not for profit as
6883 defined in s. 617.01401, or any other business operating in this
6884 state.
6885 Section 124. Subsection (6) of section 605.1025, Florida
6886 Statutes, is amended to read:
6887 605.1025 Articles of merger.—
6888 (6) A limited liability company is not required to deliver
6889 articles of merger for filing pursuant to subsection (1) if the
6890 limited liability company is named as a merging entity or
6891 surviving entity in articles of merger or a certificate of
6892 merger filed for the same merger in accordance with s. 607.1105,
6893 s. 617.1108, s. 620.2108(3), or s. 620.8918(3), and if such
6894 articles of merger or certificate of merger substantially comply
6895 with the requirements of this section. In such a case, the other
6896 articles of merger or certificate of merger may also be used for
6897 purposes of subsection (5).
6898 Section 125. Section 617.0102, Florida Statutes, is
6899 amended to read:
6900 617.0102 Reservation of power to amend or repeal.—The
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6901 Legislature has the power to amend or repeal all or part of this
6902 chapter act at any time, and all domestic and foreign
6903 corporations subject to this chapter act shall be governed by
6904 the amendment or repeal.
6905 Section 126. Section 617.0121, Florida Statutes, is
6906 amended to read:
6907 617.0121 Forms.—
6908 (1) The department of State may prescribe and furnish on
6909 request forms for:
6910 (a) An application for certificate of status,
6911 (b) A foreign corporation's application for certificate of
6912 authority to conduct its affairs in the state,
6913 (c) A foreign corporation's application for certificate of
6914 withdrawal, and
6915 (d) The annual report, for which the department may
6916 prescribe the use of the uniform business report, pursuant to s.
6917 606.06.
6918
6919 If the department of State so requires, the use of these forms
6920 are shall be mandatory.
6921 (2) The department of State may prescribe and furnish on
6922 request forms for other documents required or permitted to be
6923 filed by this chapter act, but their use may shall not be
6924 mandatory.
6925 Section 127. Section 617.0122, Florida Statutes, is
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6926 amended to read:
6927 617.0122 Fees for filing documents and issuing
6928 certificates.—The department of State shall collect the
6929 following fees on documents delivered to the department for
6930 filing:
6931 (1) Articles of incorporation: $35.
6932 (2) Application for registered name: $87.50.
6933 (3) Application for renewal of registered name: $87.50.
6934 (4) Corporation's statement of change of registered agent
6935 or registered office or both if not included on the annual
6936 report: $35.
6937 (5) Designation of and acceptance by registered agent:
6938 $35.
6939 (6) Agent's statement of resignation from a corporation
6940 that has not been dissolved: $87.50.
6941 (7) Agent's statement of resignation from a dissolved
6942 corporation or a composite statement of resignation from two or
6943 more dissolved corporations pursuant to s. 617.05021(1)(b) s.
6944 617.0502(2)(b): $35.
6945 (8) Amendment of articles of incorporation: $35.
6946 (9) Restatement of articles of incorporation with
6947 amendment of articles: $35.
6948 (10) Articles of merger for each party thereto: $35.
6949 (11) Articles of dissolution: $35.
6950 (12) Articles of revocation of dissolution: $35.
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6951 (13) Application for reinstatement following
6952 administrative dissolution: $175.
6953 (14) Application for certificate of authority to transact
6954 business in this state by a foreign corporation: $35.
6955 (15) Application for amended certificate of authority:
6956 $35.
6957 (16) Application for certificate of withdrawal by a
6958 foreign corporation: $35.
6959 (17) Annual report: $61.25.
6960 (18) Articles of correction: $35.
6961 (19) Application for certificate of status: $8.75.
6962 (20) Certified copy of document: $52.50.
6963 (21) Serving as agent for substitute service of process:
6964 $87.50.
6965 (22) Certificate of conversion of a limited agricultural
6966 association to a domestic corporation: $35.
6967 (23) Any other document required or permitted to be filed
6968 by this chapter: $35.
6969
6970 Any citizen support organization that is required by rule of the
6971 Department of Environmental Protection to be formed as a
6972 nonprofit organization and is under contract with the Department
6973 of Environmental Protection department is exempt from any fees
6974 required for incorporation as a nonprofit organization, and the
6975 Secretary of State may not assess any such fees if the citizen
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6976 support organization is certified by the Department of
6977 Environmental Protection to the Secretary of State as being
6978 under contract with the Department of Environmental Protection.
6979 Section 128. Section 617.0125, Florida Statutes, is
6980 amended to read:
6981 617.0125 Filing duties of the department of State.—
6982 (1) If a document delivered to the department for filing
6983 satisfies the requirements of s. 617.01201, the department shall
6984 file it.
6985 (2) The department files a document by stamping or
6986 otherwise endorsing "filed," together with the Secretary of
6987 State's official title and the date and time of receipt. After
6988 filing a document, the department shall send a notice of the
6989 filing to the electronic mail address on file for the domestic
6990 or foreign corporation or its representative or send a copy of
6991 the document to the mailing address of such corporation or its
6992 representative. If the record changes the electronic mail
6993 address of the domestic or foreign corporation, the department
6994 must send such notice to the new electronic mail address and to
6995 the most recent prior electronic mail address. If the record
6996 changes the mailing address of the domestic or foreign
6997 corporation, the department must send such notice to the new
6998 mailing address and to the most recent prior mailing address.
6999 (3) If the department refuses to file a document, it shall
7000 return it to the domestic or foreign corporation or its
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7001 representative within 15 days after the document was received
7002 for filing, together with a brief, written explanation of the
7003 reason for refusal.
7004 (4) The department's duty to file documents under this
7005 section is ministerial. The filing or refusing to file a
7006 document does not:
7007 (a) Affect the validity or invalidity of the document in
7008 whole or part;
7009 (b) Relate to the correctness or incorrectness of
7010 information contained in the document; or
7011 (c) Create a presumption that the document is valid or
7012 invalid or that information contained in the document is correct
7013 or incorrect.
7014 (5) If not otherwise provided by law and the provisions of
7015 this chapter act, the department shall determine, by rule, the
7016 appropriate format for, number of copies of, manner of execution
7017 of, method of electronic transmission of, and amount of and
7018 method of payment of fees for, any document placed under its
7019 jurisdiction.
7020 Section 129. Section 617.02011, Florida Statutes, is
7021 amended to read:
7022 617.02011 Incorporators.—One or more persons may act as
7023 the incorporator or incorporators of a corporation by delivering
7024 articles of incorporation to the department of State for filing.
7025 Section 130. Subsection (2) of section 617.0203, Florida
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7026 Statutes, is amended to read:
7027 617.0203 Incorporation.—
7028 (2) The department's Department of State's filing of the
7029 articles of incorporation, and the original recorded charter or
7030 certified copy of the charter of a corporation which has not
7031 been reincorporated under s. 617.0901, is conclusive proof that
7032 the incorporators satisfied all conditions precedent to
7033 incorporation and that the corporation has been incorporated
7034 under this chapter act, except in a proceeding by the state to
7035 cancel or revoke the incorporation or involuntarily dissolve the
7036 corporation.
7037 Section 131. Subsection (2) of section 617.0205, Florida
7038 Statutes, is amended to read:
7039 617.0205 Organizational meeting of directors.—
7040 (2) Action required or permitted by this chapter act to be
7041 taken by incorporators or directors at an organizational meeting
7042 may be taken without a meeting if the action taken is evidenced
7043 by one or more written consents describing the action taken and
7044 signed by each incorporator or director.
7045 Section 132. Section 617.0301, Florida Statutes, is
7046 amended to read:
7047 617.0301 Purposes and application.—Corporations may be
7048 organized under this chapter act for any lawful purpose or
7049 purposes not for pecuniary profit and not specifically
7050 prohibited to corporations under other laws of this state. Such
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7051 purposes include, without limitation, charitable, benevolent,
7052 eleemosynary, educational, historical, civic, patriotic,
7053 political, religious, social, fraternal, literary, cultural,
7054 athletic, scientific, agricultural, horticultural, animal
7055 husbandry, and professional, commercial, industrial, or trade
7056 association purposes. If special provisions are made, by law,
7057 for the organization of designated classes of nonprofit
7058 corporations not for profit, such corporations must shall be
7059 formed under such provisions and not under this chapter act.
7060 Section 133. Subsection (2) of section 617.0504, Florida
7061 Statutes, is amended to read:
7062 617.0504 Serving process, giving notice, or making a
7063 demand on a corporation.—
7064 (2) Any notice to or demand on a corporation made pursuant
7065 to this chapter act may be made to the chair of the board, the
7066 president, any vice president, the secretary, the treasurer, the
7067 registered agent of the corporation at the registered office of
7068 the corporation in this state, or any address in this state that
7069 is in fact the principal office of the corporation in this
7070 state.
7071 Section 134. Section 617.0806, Florida Statutes, is
7072 amended to read:
7073 617.0806 Staggered terms for directors.—The articles of
7074 incorporation or bylaws may provide that directors be divided
7075 into classes. Each director shall hold office for the term to
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7076 which such director he or she is elected or appointed and until
7077 such director's his or her successor has been elected or
7078 appointed and qualified or until such director's his or her
7079 earlier resignation, removal from office, or death.
7080 Section 135. Subsection (4) of section 617.0824, Florida
7081 Statutes, is amended to read:
7082 617.0824 Quorum and voting.—
7083 (4) A director of a corporation who is present at a
7084 meeting of the board of directors or a committee of the board of
7085 directors when corporate action is taken is deemed to have
7086 assented to the action taken unless:
7087 (a) The director objects, at the beginning of the meeting
7088 or promptly upon such director's his or her arrival, to holding
7089 the meeting or transacting specified affairs at the meeting; or
7090 (b) The director votes against or abstains from the action
7091 taken.
7092 Section 136. Subsections (3), (4), and (7) of section
7093 617.0825, Florida Statutes, are amended to read:
7094 617.0825 Board committees and advisory committees.—
7095 (3) To the extent provided by the board of directors in a
7096 resolution or in the articles of incorporation or the bylaws of
7097 the corporation, each such committee has shall have and may
7098 exercise powers and authority of the board of directors, except
7099 that no such committee does not shall have the power or
7100 authority to:
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7101 (a) Approve or recommend to members actions or proposals
7102 required by this chapter act to be approved by members.
7103 (b) Fill vacancies on the board of directors or any
7104 committee thereof.
7105 (c) Adopt, amend, or repeal the bylaws.
7106 (4) Unless the articles of incorporation or the bylaws
7107 provide otherwise, ss. 617.0820, 617.0823, and 617.0824 ss.
7108 617.0820, 617.0822, 617.0823, and 617.0824, which govern
7109 meetings, notice and waiver of notice, and quorum and voting
7110 requirements of the board of directors, apply to committees and
7111 their members as well.
7112 (7) Neither The designation of any such committee, the
7113 delegation thereto of authority, or nor action by such committee
7114 pursuant to such authority does not shall alone constitute
7115 compliance by any member of the board of directors not a member
7116 of the committee in question with such member's his or her
7117 responsibility to act in good faith, in a manner such member he
7118 or she reasonably believes to be in the best interests of the
7119 corporation, and with such care as an ordinarily prudent person
7120 in a like position would use under similar circumstances.
7121 Section 137. Section 617.0831, Florida Statutes, is
7122 amended to read:
7123 617.0831 Indemnification and liability of officers,
7124 directors, employees, and agents.— Sections Except as provided
7125 in s. 617.0834, s. 607.0831 and ss. 607.0850-607.0859 apply to a
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7126 corporation organized under this chapter act and a rural
7127 electric cooperative organized under chapter 425. Any reference
7128 to "directors" in those sections includes the directors,
7129 managers, or trustees of a corporation organized under this
7130 chapter act or of a rural electric cooperative organized under
7131 chapter 425. However, the term "director" as used in s. 607.0831
7132 and ss. 607.0850-607.0859 does not include a director appointed
7133 by the developer to the board of directors of a condominium
7134 association under chapter 718, a cooperative association under
7135 chapter 719, a homeowners' association defined in s. 720.301, or
7136 a timeshare managing entity under chapter 721. Any reference to
7137 "shareholders" in those sections includes members of a
7138 corporation organized under this chapter act and members of a
7139 rural electric cooperative organized under chapter 425.
7140 Section 138. Section 617.0901, Florida Statutes, is
7141 amended to read:
7142 617.0901 Reincorporation.—
7143 (1) Any corporation which has a charter approved by a
7144 circuit judge under former chapter 617, Florida Statutes (1989),
7145 or a charter granted by the Legislature of this state, on or
7146 prior to September 1, 1959, the effective date of chapter 59-
7147 427, Laws of Florida, may reincorporate under this chapter act
7148 by filing with the department of State a copy of its charter and
7149 all amendments thereto, certified by the clerk of the circuit
7150 court of the county wherein recorded, as to charters and
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7151 amendments granted by circuit judges, and by the department of
7152 State, as to legislative charters, together with a certificate
7153 containing the provisions required in original articles of
7154 incorporation by s. 617.0202, and accepting the provisions of
7155 this chapter act.
7156 (2) A certificate of reincorporation must be executed in
7157 accordance with s. 617.01201, and it must show that its issuance
7158 was duly authorized by a meeting of its members regularly
7159 called, or if there are no members entitled to vote on
7160 reincorporation, by a meeting of its board of directors. Upon
7161 the filing of a certificate of reincorporation in accordance
7162 with s. 617.01201, the corporation is shall be deemed to be
7163 incorporated under this chapter act and the certificate
7164 constitutes shall constitute its articles of incorporation.
7165 (3) The corporation shall then be entitled to and be
7166 possessed of all the privileges, franchises, and powers as if
7167 originally incorporated under this chapter act, and all the
7168 properties, rights, and privileges belonging to the corporation
7169 before prior to reincorporation, which were acquired by gift,
7170 grant, conveyance, assignment, or otherwise are hereby ratified,
7171 approved, confirmed, and assured to the corporation with like
7172 effect and to all intents and purposes as if they had been
7173 originally acquired pursuant to incorporation under this chapter
7174 act. However, any corporation reincorporating under this chapter
7175 is act shall be subject to all the contracts, duties, and
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7176 obligations resting upon the corporation before prior to
7177 reincorporation or to which the corporation is shall then be in
7178 any way liable.
7179 Section 139. Subsection (2) of section 617.1008, Florida
7180 Statutes, is amended to read:
7181 617.1008 Amendment pursuant to reorganization.—
7182 (2) The individual or individuals designated by the court
7183 shall deliver to the department of State for filing articles of
7184 amendment setting forth:
7185 (a) The name of the corporation;
7186 (b) The text of each amendment approved by the court;
7187 (c) The date of the court's order or decree approving the
7188 articles of amendment;
7189 (d) The title of the reorganization proceeding in which
7190 the order or decree was entered; and
7191 (e) A statement that the court had jurisdiction of the
7192 proceeding under federal or state law.
7193 Section 140. Section 617.1009, Florida Statutes, is
7194 amended to read:
7195 617.1009 Effect of amendment.—An amendment to articles of
7196 incorporation does not affect a cause of action existing against
7197 or in favor of the corporation, a proceeding to which the
7198 corporation is a party, or the existing rights of persons other
7199 than members of the corporation. An amendment changing a
7200 corporation's name does not affect abate a proceeding brought by
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7201 or against the corporation in its former name.
7202 Section 141. Subsection (3) of section 617.1404, Florida
7203 Statutes, is amended to read:
7204 617.1404 Revocation of dissolution.—
7205 (3) After the revocation of dissolution is authorized, the
7206 corporation may revoke the dissolution by delivering to the
7207 department of State for filing articles of revocation of
7208 dissolution, together with a copy of its articles of
7209 dissolution, that set forth:
7210 (a) The name of the corporation;
7211 (b) The effective date of the dissolution that was
7212 revoked;
7213 (c) The date that the revocation of dissolution was
7214 authorized;
7215 (d) If the corporation's board of directors revoked a
7216 dissolution authorized by the members, a statement that
7217 revocation was permitted by action by the board of directors
7218 alone pursuant to that authorization; and
7219 (e) If member action was required to revoke the
7220 dissolution, the information required by s. 617.1403(1)(b) or
7221 (c), whichever is applicable.
7222 Section 142. Subsection (1) of section 617.1422, Florida
7223 Statutes, is amended, and subsection (4) of that section is
7224 reenacted, to read:
7225 617.1422 Reinstatement following administrative
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7226 dissolution.—
7227 (1) A corporation administratively dissolved under s.
7228 617.1421 may apply to the department for reinstatement at any
7229 time after the effective date of dissolution. The corporation
7230 must submit a reinstatement form prescribed and furnished by the
7231 department or a current uniform business annual report signed by
7232 a registered agent and an officer or director and submit all
7233 fees owed by the corporation and computed at the rate provided
7234 by law at the time the corporation applies for reinstatement.
7235 (4) The name of the dissolved corporation is not available
7236 for assumption or use by another corporation until 1 year after
7237 the effective date of dissolution unless the dissolved
7238 corporation provides the department with an affidavit executed
7239 pursuant to s. 617.01201 authorizing the immediate assumption or
7240 use of the name by another corporation.
7241 Section 143. Subsections (2) and (3) of section 617.1423,
7242 Florida Statutes, are amended to read:
7243 617.1423 Appeal from denial of reinstatement.—
7244 (2) After exhaustion of administrative remedies, the
7245 corporation may appeal the denial of reinstatement to the
7246 appropriate court as provided in s. 120.68 within 30 days after
7247 service of the notice of denial is perfected. The corporation
7248 appeals by petitioning the court to set aside the dissolution
7249 and attaching to the petition copies of the department's
7250 department of State's certificate of dissolution, the
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7251 corporation's application for reinstatement, and the
7252 department's notice of denial.
7253 (3) The court may summarily order the department of State
7254 to reinstate the dissolved corporation or may take other action
7255 the court considers appropriate.
7256 Section 144. Subsection (1) of section 617.1501, Florida
7257 Statutes, is amended to read:
7258 617.1501 Authority of foreign corporation to conduct
7259 affairs required.—
7260 (1) A foreign corporation may not conduct its affairs in
7261 this state until it obtains a certificate of authority from the
7262 department of State.
7263 Section 145. Subsection (2) of section 617.1510, Florida
7264 Statutes, is amended to read:
7265 617.1510 Serving process, giving notice, or making a
7266 demand on a foreign corporation.—
7267 (2) Any notice to or demand on a foreign corporation made
7268 pursuant to this chapter act may be made in accordance with the
7269 procedures for notice to or demand on domestic corporations
7270 under s. 617.0504.
7271 Section 146. Section 617.1606, Florida Statutes, is
7272 amended to read:
7273 617.1606 Access to records.—Sections 617.1601-617.16051
7274 617.1601-617.1605 do not apply to a corporation that is an
7275 association, as defined in s. 720.301, or a corporation
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7276 regulated under chapter 718 or chapter 719.
7277 Section 147. Paragraphs (a), (b), (d), and (e) of
7278 subsection (1) of section 617.1623, Florida Statutes, are
7279 amended, to read:
7280 617.1623 Corporate information available to the public;
7281 application to corporations incorporated by circuit courts and
7282 by special act of the Legislature.—
7283 (1)(a) Each corporation incorporated in this state shall
7284 maintain a registered agent and registered office in accordance
7285 with s. 617.0501, and current information regarding the
7286 corporations incorporated in this state must shall be readily
7287 available to the public. At a minimum, such information must
7288 include the text of the charter or articles of incorporation and
7289 all amendments thereto, the name of the corporation, the date of
7290 incorporation, the street address of the principal office of the
7291 corporation, the corporation's federal employer identification
7292 number, the name and business street address of each officer,
7293 the name and business street address of each director, the name
7294 of its registered agent, and the street address of its
7295 registered office.
7296 (b) Any corporation which has a charter approved by a
7297 circuit judge under former chapter 617, Florida Statutes 1989,
7298 or a charter granted by the Legislature on or before September
7299 1, 1959, the effective date of chapter 59-427, Laws of Florida,
7300 must file with the department of State, not later than July 1,
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7301 1992, a copy of its charter and all amendments thereto,
7302 certified by the clerk of the circuit court of the county
7303 wherein recorded, together with a registration containing the
7304 provisions required in paragraph (a), as to charters and
7305 amendments granted by circuit judges, and by the department of
7306 State, as to legislative charters, and the corporation
7307 thereafter is shall be subject to the requirements of ss.
7308 617.0501 and 617.1622.
7309 (d) Any corporation dissolved pursuant to paragraph (c)
7310 shall be reinstated upon application to the department of State,
7311 signed by an officer or director thereof, accompanied by a copy
7312 of its charter and all amendments thereto, certified by the
7313 clerk of the circuit court of the county wherein recorded, as to
7314 charters and amendments granted by circuit judges, and by the
7315 department of State, as to legislative charters, together with a
7316 registration containing the provisions required in paragraph
7317 (a), and the payment of all fees due from the time of
7318 dissolution computed at the rate provided by law at the time the
7319 corporation applies for reinstatement.
7320 (e) Whenever the application for reinstatement is approved
7321 and filed by the department of State, the corporate existence is
7322 shall be deemed to have continued without interruption from the
7323 date of dissolution. The reinstatement terminates any personal
7324 liability of the directors, officers, or agents of the
7325 corporation incurred on account of actions taken during the
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7326 period between dissolution and reinstatement. Upon
7327 reinstatement, the corporation is shall be subject to the
7328 requirements of ss. 617.0501 and 617.1622.
7329 Section 148. Section 617.1701, Florida Statutes, is
7330 amended to read:
7331 617.1701 Application to existing domestic corporation.—
7332 This chapter act applies to all domestic corporations in
7333 existence on July 1, 1991, that were incorporated under any
7334 general statute of this state providing for incorporation of
7335 nonprofit corporations not for profit if power to amend or
7336 repeal the statute under which the corporation was incorporated
7337 was reserved.
7338 Section 149. Section 617.1702, Florida Statutes, is
7339 amended to read:
7340 617.1702 Application to qualified foreign corporations.—A
7341 foreign corporation authorized to conduct its affairs in this
7342 state on July 1, 1991, is subject to this chapter act but is not
7343 required to obtain a new certificate of authority to conduct its
7344 affairs under this chapter act.
7345 Section 150. Subsection (2) of section 617.1703, Florida
7346 Statutes, is amended to read:
7347 617.1703 Application of chapter.—
7348 (2) Sections The provisions of ss. 617.0605-617.0608 do
7349 not apply to corporations regulated by any of the foregoing
7350 chapters or to any other corporation where membership in the
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7351 corporation is required pursuant to a document recorded in the
7352 county's official county property records.
7353 Section 151. Section 617.1711, Florida Statutes, is
7354 amended to read:
7355 617.1711 Application to foreign and interstate commerce.—
7356 The provisions of This chapter applies act apply to commerce
7357 with foreign nations and among the several states only insofar
7358 as such commerce may be permitted under the Constitution and
7359 laws of the United States.
7360 Section 152. Section 617.1808, Florida Statutes, is
7361 amended to read:
7362 617.1808 Application of chapter act to corporation
7363 converted to nonprofit corporation not for profit.—All the
7364 provisions of This chapter act relating to corporations not for
7365 profit, except insofar as they are inconsistent with ss.
7366 617.1804-617.18046, apply ss. 617.1805, 617.1806, and 617.1807,
7367 shall be applicable to any for profit corporation whose
7368 character has been changed under ss. 617.1804-617.18046 ss.
7369 617.1805, 617.1806, and 617.1807 and shall henceforth govern
7370 such corporation.
7371 Section 153. Section 617.1809, Florida Statutes, is
7372 amended to read:
7373 617.1809 Limited agricultural association; conversion to a
7374 domestic corporation not for profit.—
7375 (1) As used in this section, the term "limited
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7376 agricultural association" or "association" means a limited
7377 agricultural association formed under ss. 604.09-604.14.
7378 (2) A limited agricultural association may convert to a
7379 domestic corporation not for profit by filing the following
7380 documents with the department in accordance with s. 617.01201:
7381 (a) A certificate of conversion, which must be executed by
7382 a person authorized in s. 617.01201(6) and such other persons
7383 that may be required in the association's articles of
7384 association or bylaws.
7385 (b) Articles of incorporation, which must comply with s.
7386 617.0202 and be executed by a person authorized in s.
7387 617.01201(6).
7388 (3) The certificate of conversion must include:
7389 (a) The date upon which the association was initially
7390 formed under ss. 604.09-604.14.
7391 (b) The name of the association immediately before filing
7392 the certificate of conversion.
7393 (c) The name of the domestic corporation as set forth in
7394 its articles of incorporation.
7395 (d) The effective date of the conversion. If the
7396 conversion does not take effect upon filing the certificate of
7397 conversion and articles of incorporation, the delayed effective
7398 date for the conversion, subject to the limitation in s.
7399 617.0123(1) s. 617.0123(2), must be a date certain and the same
7400 as the effective date of the articles of incorporation.
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7401 (4) When the certificate of conversion and articles of
7402 incorporation are filed with the department, or upon the delayed
7403 effective date, the association is converted to the domestic
7404 corporation, and the corporation becomes subject to this
7405 chapter. However, notwithstanding s. 617.0123, the existence of
7406 the corporation is deemed to have commenced when the association
7407 was initially formed under ss. 604.09-604.14.
7408 (5) Conversion of a limited agricultural association to a
7409 domestic corporation does not affect any obligation or liability
7410 of the association that was incurred before the conversion.
7411 (6) When a conversion takes effect under this section, all
7412 rights, privileges, and powers of the converting association,
7413 all property, real, personal, and mixed, and all debts due to
7414 the association, as well as all other assets and causes of
7415 action belonging to the association, are vested in the domestic
7416 corporation to which the association is converted and are the
7417 property of the corporation as they were of the association. The
7418 title to any real property that is vested by deed or otherwise
7419 in the converting association does not revert and is not
7420 impaired by the operation of this chapter, but all rights of
7421 creditors and all liens upon any property of the association are
7422 preserved unimpaired, and all debts, liabilities, and duties of
7423 the association attach to the domestic corporation and are
7424 enforceable against it to the same extent as if the debts,
7425 liabilities, and duties had been incurred or contracted by the
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7426 corporation.
7427 (7) The limited agricultural association is not required
7428 to wind up its affairs or pay its liabilities and distribute its
7429 assets. Conversion does not constitute a dissolution of the
7430 association but is a continuation of the association's existence
7431 in the form of the domestic corporation.
7432 (8) Before a limited agricultural association may file a
7433 certificate of conversion with the department, unless otherwise
7434 specified in the association's articles of association or
7435 bylaws, the conversion must be approved by a majority vote of
7436 the association's members, and the articles of incorporation
7437 must be approved by the same authorization required for approval
7438 of the conversion. As part of the approval, the converting
7439 association may provide a plan or other record of conversion
7440 which describes the manner and basis of converting the
7441 membership interests in the association into membership
7442 interests in the domestic corporation. The plan or other record
7443 may also contain other provisions relating to the conversion,
7444 including, but not limited to, the right of the converting
7445 association to abandon the proposed conversion or an effective
7446 date for the conversion that is consistent with paragraph
7447 (3)(d).
7448 Section 154. Section 617.1904, Florida Statutes, is
7449 amended to read:
7450 617.1904 Estoppel.—A No body of persons acting as a
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7451 corporation may not shall be permitted to set up the lack of
7452 legal organization as a defense to an action against them as a
7453 corporation, nor may shall any person sued on a contract made
7454 with the corporation or sued for an injury to its property or a
7455 wrong done to its interests be permitted to set up the lack of
7456 such legal organization in such person's his or her defense.
7457 Section 155. Subsection (2) of section 617.1907, Florida
7458 Statutes, is amended to read:
7459 617.1907 Effect of repeal or amendment of prior acts.—
7460 (2) If a penalty or punishment imposed for violation of a
7461 statute repealed or amended by this chapter is reduced by this
7462 chapter act, the penalty or punishment if not already imposed
7463 shall be imposed in accordance with this chapter.
7464 Section 156. Section 617.1908, Florida Statutes, is
7465 amended to read:
7466 617.1908 Applicability of Florida Business Corporation
7467 Act.—Except as made applicable by specific reference in any
7468 other section of this chapter, part I of chapter 607, the
7469 Florida Business Corporation Act, does not apply to any
7470 nonprofit corporations not for profit.
7471 Section 157. Section 617.2001, Florida Statutes, is
7472 amended to read:
7473 617.2001 Corporations which may be incorporated hereunder;
7474 incorporation of certain medical services corporations.—
7475 (1) Corporations may be organized and incorporated under
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7476 this chapter act for any one or more lawful purposes not for
7477 pecuniary profit. However, nonprofit corporations not for profit
7478 which may be incorporated under any other law of this state
7479 governing particular types of corporations may not be
7480 incorporated under this chapter act.
7481 (2) A nonprofit corporation not for profit organized
7482 before prior to December 1, 1987, pursuant to the provisions of
7483 chapter 85-56, Laws of Florida, or to the provisions of s. 2,
7484 chapter 87-296, Laws of Florida, may conduct the practice of
7485 medicine, conduct programs of medical education, and carry on
7486 major medical research efforts.
7487 Section 158. Section 617.2002, Florida Statutes, is
7488 amended to read:
7489 617.2002 Nonprofit corporation not for profit organized
7490 pursuant to s. 2, ch. 87-296; requirements.—A nonprofit
7491 corporation not for profit organized pursuant to the provisions
7492 of s. 2, chapter 87-296, Laws of Florida, must meet the
7493 following requirements:
7494 (1) At least 25 percent of its physicians must have a
7495 full-time contract for the provision of medical services with
7496 the corporation, be currently certified as specialists by the
7497 appropriate American specialty boards accredited by the Council
7498 on Medical Education of the American Medical Association, and
7499 have clinical privileges at one or more hospitals in this state.
7500 (2) A hospital owned by a corporation organized pursuant
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7501 to s. 2, chapter 87-296, Laws of Florida, must provide Medicaid
7502 and charity care.
7503 Section 159. Section 617.2003, Florida Statutes, is
7504 amended to read:
7505 617.2003 Proceedings to revoke articles of incorporation
7506 or charter or prevent its use.—If any member or citizen
7507 complains to the Department of Legal Affairs that any
7508 corporation organized under this chapter act was organized or is
7509 being used as a cover to evade any of the laws against crime, or
7510 for purposes inconsistent with those stated in its articles of
7511 incorporation or charter, or that an officer or director of a
7512 corporation has participated in a sale or transaction that is
7513 affected by a conflict of interest or from which the officer or
7514 director he or she derived an improper personal benefit, either
7515 directly or indirectly, and submits shall submit prima facie
7516 evidence to sustain such charge, together with sufficient money
7517 to cover court costs and expenses, the department shall
7518 institute and in due course prosecute to final judgment such
7519 legal or equitable proceedings as may be considered advisable
7520 either to revoke the articles of incorporation or charter, to
7521 prevent its improper use, or to recover on behalf of the
7522 corporation or its unknown beneficiaries any profits improperly
7523 received by the corporation or its officers or directors.
7524 Section 160. Section 617.2007, Florida Statutes, is
7525 amended to read:
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7526 617.2007 Sponge packing and marketing corporations.—
7527 Persons engaged in the business of buying, selling, packing, and
7528 marketing commercial sponges may incorporate under this chapter
7529 act to aid in facilitating the orderly cooperative buying,
7530 selling, packing, and marketing of commercial sponges. Such
7531 association is not a combination in restraint of trade or an
7532 illegal monopoly or an attempt to lessen competition or fix
7533 prices arbitrarily, and any marketing contract or agreement by
7534 the corporation and its members, or the exercise of any power
7535 granted by this chapter act is not illegal or in restraint of
7536 trade.
7537 Section 161. Section 617.2101, Florida Statutes, is
7538 amended to read:
7539 617.2101 Corporation authorized to act as trustee.—Any
7540 corporation, organized under this chapter act, may act as
7541 trustee of property whenever the corporation has either a
7542 beneficial, contingent, or remainder interest in such property.
7543 Any corporation may accept and hold the legal title to property,
7544 the beneficial interest of which is owned by any other
7545 eleemosynary institution or nonprofit corporation or fraternal,
7546 benevolent, charitable, or religious society or association.
7547 Section 162. Subsection (1) of section 617.221, Florida
7548 Statutes, is amended to read:
7549 617.221 Membership associations.—
7550 (1) As used in this section, the term "membership
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7551 association" means a nonprofit not-for-profit corporation,
7552 including a department or division of such corporation, the
7553 majority of whose board members are constitutional officers who,
7554 pursuant to s. 1001.32(2), operate, control, and supervise
7555 public entities that receive annual state appropriations through
7556 a statutorily defined formulaic allocation that is funded and
7557 prescribed annually in the General Appropriations Act or the
7558 substantive bill implementing the annual appropriations act. The
7559 term does not include a labor organization as defined in s.
7560 447.02 or an entity funded through the Justice Administrative
7561 Commission.
7562 Section 163. Subsection (3) of section 620.2108, Florida
7563 Statutes, is amended to read:
7564 620.2108 Filings required for merger; effective date.—
7565 (3) Each constituent limited partnership shall deliver the
7566 certificate of merger for filing in the Department of State
7567 unless the constituent limited partnership is named as a party
7568 or constituent organization in articles of merger or a
7569 certificate of merger filed for the same merger in accordance
7570 with s. 605.1025, s. 607.1105, s. 617.1108, or s. 620.8918(1)
7571 and (2) and such articles of merger or certificate of merger
7572 substantially complies with the requirements of this section. In
7573 such a case, the other articles of merger or certificate of
7574 merger may also be used for purposes of s. 620.2109(3).
7575 Section 164. Subsection (3) of section 620.8918, Florida
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7576 Statutes, is amended to read:
7577 620.8918 Filings required for merger; effective date.—
7578 (3) Each domestic constituent partnership shall deliver
7579 the certificate of merger for filing with the Department of
7580 State, unless the domestic constituent partnership is named as a
7581 party or constituent organization in articles of merger or a
7582 certificate of merger filed for the same merger in accordance
7583 with s. 605.1025, s. 607.1105, s. 617.1108, or s. 620.2108(3).
7584 The articles of merger or certificate of merger must
7585 substantially comply with the requirements of this section. In
7586 such a case, the other articles of merger or certificate of
7587 merger may also be used for purposes of s. 620.8919(3). Each
7588 domestic constituent partnership in the merger shall also file a
7589 registration statement in accordance with s. 620.8105(1) if it
7590 does not have a currently effective registration statement filed
7591 with the Department of State.
7592 Section 165. Paragraph (b) of subsection (1) and
7593 subsections (5), (8), and (9) of section 628.910, Florida
7594 Statutes, are amended to read:
7595 628.910 Incorporation options and requirements.—
7596 (1) A pure captive insurance company may be:
7597 (b) Incorporated as a public benefit, mutual benefit, or
7598 religious nonprofit corporation with members in accordance with
7599 the Florida Nonprofit Not For Profit Corporation Act.
7600 (5) The articles of incorporation, the certificate issued
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7601 pursuant to this section, and the organization fees required by
7602 the Florida Business Corporation Act or the Florida Nonprofit
7603 Not For Profit Corporation Act, as applicable, must be
7604 transmitted to the Secretary of State, who must record the
7605 articles of incorporation and the certificate.
7606 (8) A captive insurance company formed as a corporation or
7607 a nonprofit corporation, pursuant to the provisions of this
7608 chapter, has the privileges and is subject to the provisions of
7609 the general corporation law, including the Florida Nonprofit Not
7610 For Profit Corporation Act for nonprofit corporations, as
7611 applicable, as well as the applicable provisions contained in
7612 this chapter. If a conflict occurs between a provision of the
7613 general corporation law, including the Florida Nonprofit Not For
7614 Profit Corporation Act for nonprofit corporations, as
7615 applicable, and a provision of this chapter, the latter
7616 controls. The provisions of this title pertaining to mergers,
7617 consolidations, conversions, mutualizations, and
7618 redomestications apply in determining the procedures to be
7619 followed by a captive insurance company in carrying out any of
7620 the transactions described in such provisions, except that the
7621 office may waive or modify the requirements for public notice
7622 and hearing in accordance with rules the office may adopt
7623 addressing categories of transactions. If a notice of public
7624 hearing is required, but no one requests a hearing, the office
7625 may cancel the hearing.
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7626 (9) The articles of incorporation or bylaws of a captive
7627 insurance company may authorize a quorum of a board of directors
7628 to consist of no fewer than one-third of the fixed or prescribed
7629 number of directors as provided for by the Florida Business
7630 Corporation Act or the Florida Nonprofit Not For Profit
7631 Corporation Act.
7632 Section 166. Paragraph (a) of subsection (2) of section
7633 768.38, Florida Statutes, is amended to read:
7634 768.38 Liability protections for COVID-19-related claims.—
7635 (2) As used in this section, the term:
7636 (a) "Business entity" has the same meaning as provided in
7637 s. 606.03. The term also includes a charitable organization as
7638 defined in s. 496.404 and a nonprofit corporation not for profit
7639 as defined in s. 617.01401.
7640 Section 167. Paragraph (f) of subsection (15) of section
7641 893.055, Florida Statutes, is amended to read:
7642 893.055 Prescription drug monitoring program.—
7643 (15) The department may establish a direct-support
7644 organization to provide assistance, funding, and promotional
7645 support for the activities authorized for the prescription drug
7646 monitoring program.
7647 (f) The direct-support organization may not exercise any
7648 power under s. 617.0302(11) or (15) s. 617.0302(12) or (16).
7649 Section 168. Section 617.07401, Florida Statutes, is
7650 repealed.
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7651 Section 169. Section 617.0822, Florida Statutes, is
7652 repealed.
7653 Section 170. Section 617.1108, Florida Statutes, is
7654 repealed.
7655 Section 171. Section 617.1301, Florida Statutes, is
7656 repealed.
7657 Section 172. Section 617.1302, Florida Statutes, is
7658 repealed.
7659 Section 173. Section 617.1531, Florida Statutes, is
7660 repealed.
7661 Section 174. Section 617.1533, Florida Statutes, is
7662 repealed.
7663 Section 175. Section 617.1803, Florida Statutes, is
7664 repealed.
7665 Section 176. Section 617.1805, Florida Statutes, is
7666 repealed.
7667 Section 177. Section 617.1806, Florida Statutes, is
7668 repealed.
7669 Section 178. Section 617.1807, Florida Statutes, is
7670 repealed.
7671 Section 179. Section 617.2102, Florida Statutes, is
7672 repealed.
7673 Section 180. For the purpose of incorporating the
7674 amendment made by this act to sections 617.01201 and 617.1006,
7675 Florida Statutes, in references thereto, subsection (3) of
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7676 section 617.1007, Florida Statutes, is reenacted to read:
7677 617.1007 Restated articles of incorporation.—
7678 (3) A corporation restating its articles of incorporation
7679 shall deliver to the department for filing articles of
7680 restatement, executed in accordance with s. 617.01201, setting
7681 forth the name of the corporation and the text of the restated
7682 articles of incorporation together with a certificate setting
7683 forth:
7684 (a) Whether the restatement contains an amendment to the
7685 articles of incorporation requiring member approval and, if it
7686 does not, that the board of directors adopted the restatement;
7687 or
7688 (b) If the restatement contains an amendment to the
7689 articles of incorporation requiring member approval, the
7690 information required by s. 617.1006.
7691 Section 181. For the purpose of incorporating the
7692 amendment made by this act to section 617.0302, Florida
7693 Statutes, in a reference thereto, paragraph (a) of subsection
7694 (5) of section 295.21, Florida Statutes, is reenacted to read:
7695 295.21 Florida Is For Veterans, Inc.—
7696 (5) POWERS.—In addition to the powers and duties
7697 prescribed in chapter 617 and the articles and bylaws adopted
7698 thereunder, the board of directors may:
7699 (a) Make and enter into contracts and other instruments
7700 necessary or convenient for the exercise of its powers and
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7701 functions. However, notwithstanding s. 617.0302, the corporation
7702 may not issue bonds.
7703
7704 The credit of the State of Florida may not be pledged on behalf
7705 of the corporation.
7706 Section 182. For the purpose of incorporating the
7707 amendment made by this act to section 617.0830, Florida
7708 Statutes, in a reference thereto, paragraph (b) of subsection
7709 (4) of section 409.987, Florida Statutes, is reenacted to read:
7710 409.987 Lead agency procurement; boards; conflicts of
7711 interest.—
7712 (4) In order to serve as a lead agency, an entity must:
7713 (b) Be governed by a board of directors or a board
7714 committee composed of board members. Board members shall provide
7715 oversight and ensure accountability and transparency for the
7716 system of care. The board of directors shall provide fiduciary
7717 oversight to prevent conflicts of interest, promote
7718 accountability and transparency, and protect state and federal
7719 funding from misuse. The board of directors shall act in
7720 accordance with s. 617.0830. The membership of the board of
7721 directors or board committee must be described in the bylaws or
7722 articles of incorporation of each lead agency, which must
7723 provide that at least 75 percent of the membership of the board
7724 of directors or board committee must be composed of persons
7725 residing in this state, and at least 51 percent of the state
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7726 residents on the board of directors must reside within the
7727 service area of the lead agency. The lead agency shall ensure
7728 that board members participate in annual training related to
7729 their responsibilities. The department shall set forth minimum
7730 training criteria in the contracts with the lead agencies.
7731 However, for procurements of lead agency contracts initiated on
7732 or after July 1, 2014:
7733 1. At least 75 percent of the membership of the board of
7734 directors must be composed of persons residing in this state,
7735 and at least 51 percent of the membership of the board of
7736 directors must be composed of persons residing within the
7737 service area of the lead agency. If a board committee governs
7738 the lead agency, 100 percent of its membership must be composed
7739 of persons residing within the service area of the lead agency.
7740 2. The powers of the board of directors or board committee
7741 include, but are not limited to, approving the lead agency's
7742 budget and setting the lead agency's operational policy and
7743 procedures. A board of directors must additionally have the
7744 power to hire the lead agency's executive director, unless a
7745 board committee governs the lead agency, in which case the board
7746 committee must have the power to confirm the selection of the
7747 lead agency's executive director.
7748 Section 183. For the purpose of incorporating the
7749 amendment made by this act to section 617.0830, Florida
7750 Statutes, in a reference thereto, subsection (1) of section
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7751 718.1265, Florida Statutes, is reenacted to read:
7752 718.1265 Association emergency powers.—
7753 (1) To the extent allowed by law, unless specifically
7754 prohibited by the declaration of condominium, the articles, or
7755 the bylaws of an association, and consistent with s. 617.0830,
7756 the board of administration, in response to damage or injury
7757 caused by or anticipated in connection with an emergency, as
7758 defined in s. 252.34(4), for which a state of emergency is
7759 declared pursuant to s. 252.36 in the locale in which the
7760 condominium is located, may exercise the following powers:
7761 (a) Conduct board meetings, committee meetings, elections,
7762 and membership meetings, in whole or in part, by telephone,
7763 real-time videoconferencing, or similar real-time electronic or
7764 video communication with notice given as is practicable. Such
7765 notice may be given in any practicable manner, including
7766 publication, radio, United States mail, the Internet, electronic
7767 transmission, public service announcements, and conspicuous
7768 posting on the condominium property or association property or
7769 any other means the board deems reasonable under the
7770 circumstances. Notice of decisions also may be communicated as
7771 provided in this paragraph.
7772 (b) Cancel and reschedule any association meeting.
7773 (c) Name as assistant officers persons who are not
7774 directors, which assistant officers shall have the same
7775 authority as the executive officers to whom they are assistants
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7776 during the state of emergency to accommodate the incapacity or
7777 unavailability of any officer of the association.
7778 (d) Relocate the association's principal office or
7779 designate alternative principal offices.
7780 (e) Enter into agreements with local counties and
7781 municipalities to assist counties and municipalities with debris
7782 removal.
7783 (f) Implement a disaster plan or an emergency plan before,
7784 during, or following the event for which a state of emergency is
7785 declared which may include, but is not limited to, shutting down
7786 or off elevators; electricity; water, sewer, or security
7787 systems; or air conditioners.
7788 (g) Based upon advice of emergency management officials or
7789 public health officials, or upon the advice of licensed
7790 professionals retained by or otherwise available to the board,
7791 determine any portion of the condominium property or association
7792 property unavailable for entry or occupancy by unit owners,
7793 family members, tenants, guests, agents, or invitees to protect
7794 the health, safety, or welfare of such persons.
7795 (h) Require the evacuation of the condominium property in
7796 the event of an evacuation order in the locale in which the
7797 condominium is located. If a unit owner or other occupant of a
7798 condominium fails or refuses to evacuate the condominium
7799 property or association property for which the board has
7800 required evacuation, the association is immune from liability or
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7801 injury to persons or property arising from such failure or
7802 refusal.
7803 (i) Based upon advice of emergency management officials or
7804 public health officials, or upon the advice of licensed
7805 professionals retained by or otherwise available to the board,
7806 determine whether the condominium property, association
7807 property, or any portion thereof can be safely inhabited,
7808 accessed, or occupied. However, such determination is not
7809 conclusive as to any determination of habitability pursuant to
7810 the declaration.
7811 (j) Mitigate further damage, injury, or contagion,
7812 including taking action to contract for the removal of debris
7813 and to prevent or mitigate the spread of fungus or contagion,
7814 including, but not limited to, mold or mildew, by removing and
7815 disposing of wet drywall, insulation, carpet, cabinetry, or
7816 other fixtures on or within the condominium property, even if
7817 the unit owner is obligated by the declaration or law to insure
7818 or replace those fixtures and to remove personal property from a
7819 unit.
7820 (k) Contract, on behalf of any unit owner or owners, for
7821 items or services for which the owners are otherwise
7822 individually responsible, but which are necessary to prevent
7823 further injury, contagion, or damage to the condominium property
7824 or association property. In such event, the unit owner or owners
7825 on whose behalf the board has contracted are responsible for
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7826 reimbursing the association for the actual costs of the items or
7827 services, and the association may use its lien authority
7828 provided by s. 718.116 to enforce collection of the charges.
7829 Without limitation, such items or services may include the
7830 drying of units, the boarding of broken windows or doors, the
7831 replacement of damaged air conditioners or air handlers to
7832 provide climate control in the units or other portions of the
7833 property, and the sanitizing of the condominium property or
7834 association property, as applicable.
7835 (l) Regardless of any provision to the contrary and even
7836 if such authority does not specifically appear in the
7837 declaration of condominium, articles, or bylaws of the
7838 association, levy special assessments without a vote of the
7839 owners.
7840 (m) Without unit owners' approval, borrow money and pledge
7841 association assets as collateral to fund emergency repairs and
7842 carry out the duties of the association when operating funds are
7843 insufficient. This paragraph does not limit the general
7844 authority of the association to borrow money, subject to such
7845 restrictions as are contained in the declaration of condominium,
7846 articles, or bylaws of the association.
7847 Section 184. For the purpose of incorporating the
7848 amendment made by this act to section 617.0830, Florida
7849 Statutes, in a reference thereto, subsection (1) of section
7850 719.128, Florida Statutes, is reenacted to read:
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7851 719.128 Association emergency powers.—
7852 (1) To the extent allowed by law, unless specifically
7853 prohibited by the cooperative documents, and consistent with s.
7854 617.0830, the board of administration, in response to damage or
7855 injury caused by or anticipated in connection with an emergency,
7856 as defined in s. 252.34(4), for which a state of emergency is
7857 declared pursuant to s. 252.36 in the area encompassed by the
7858 cooperative, may exercise the following powers:
7859 (a) Conduct board meetings, committee meetings, elections,
7860 or membership meetings, in whole or in part, by telephone, real-
7861 time videoconferencing, or similar real-time electronic or video
7862 communication after notice of the meetings and board decisions
7863 is provided in as practicable a manner as possible, including
7864 via publication, radio, United States mail, the Internet,
7865 electronic transmission, public service announcements,
7866 conspicuous posting on the cooperative property, or any other
7867 means the board deems appropriate under the circumstances.
7868 Notice of decisions may also be communicated as provided in this
7869 paragraph.
7870 (b) Cancel and reschedule an association meeting.
7871 (c) Designate assistant officers who are not directors. If
7872 the executive officer is incapacitated or unavailable, the
7873 assistant officer has the same authority during the state of
7874 emergency as the executive officer he or she assists.
7875 (d) Relocate the association's principal office or
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7876 designate an alternative principal office.
7877 (e) Enter into agreements with counties and municipalities
7878 to assist counties and municipalities with debris removal.
7879 (f) Implement a disaster or an emergency plan before,
7880 during, or following the event for which a state of emergency is
7881 declared, which may include turning on or shutting off
7882 elevators; electricity; water, sewer, or security systems; or
7883 air conditioners for association buildings.
7884 (g) Based upon the advice of emergency management
7885 officials or public health officials, or upon the advice of
7886 licensed professionals retained by or otherwise available to the
7887 board of administration, determine any portion of the
7888 cooperative property unavailable for entry or occupancy by unit
7889 owners or their family members, tenants, guests, agents, or
7890 invitees to protect their health, safety, or welfare.
7891 (h) Based upon the advice of emergency management
7892 officials or public health officials, or upon the advice of
7893 licensed professionals retained by or otherwise available to the
7894 board of administration, determine whether the cooperative
7895 property or any portion thereof can be safely inhabited or
7896 occupied. However, such determination is not conclusive as to
7897 any determination of habitability pursuant to the cooperative
7898 documents.
7899 (i) Require the evacuation of the cooperative property in
7900 the event of an evacuation order in the area in which the
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7901 cooperative is located or prohibit or restrict access to the
7902 cooperative property in the event of a public health threat. If
7903 a unit owner or other occupant of a cooperative fails or refuses
7904 to evacuate the cooperative property for which the board has
7905 required evacuation, the association is immune from liability
7906 for injury to persons or property arising from such failure or
7907 refusal.
7908 (j) Mitigate further damage, injury, or contagion,
7909 including taking action to contract for the removal of debris
7910 and to prevent or mitigate the spread of fungus, including mold
7911 or mildew, by removing and disposing of wet drywall, insulation,
7912 carpet, cabinetry, or other fixtures on or within the
7913 cooperative property, regardless of whether the unit owner is
7914 obligated by the cooperative documents or law to insure or
7915 replace those fixtures and to remove personal property from a
7916 unit or to sanitize the cooperative property.
7917 (k) Contract, on behalf of a unit owner, for items or
7918 services for which the owner is otherwise individually
7919 responsible, but which are necessary to prevent further injury,
7920 contagion, or damage to the cooperative property. In such event,
7921 the unit owner on whose behalf the board has contracted is
7922 responsible for reimbursing the association for the actual costs
7923 of the items or services, and the association may use its lien
7924 authority provided by s. 719.108 to enforce collection of the
7925 charges. Such items or services may include the drying of the
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7926 unit, the boarding of broken windows or doors, the replacement
7927 of a damaged air conditioner or air handler to provide climate
7928 control in the unit or other portions of the property, and the
7929 sanitizing of the cooperative property.
7930 (l) Notwithstanding a provision to the contrary, and
7931 regardless of whether such authority does not specifically
7932 appear in the cooperative documents, levy special assessments
7933 without a vote of the owners.
7934 (m) Without unit owners' approval, borrow money and pledge
7935 association assets as collateral to fund emergency repairs and
7936 carry out the duties of the association if operating funds are
7937 insufficient. This paragraph does not limit the general
7938 authority of the association to borrow money, subject to such
7939 restrictions contained in the cooperative documents.
7940 Section 185. For the purpose of incorporating the
7941 amendment made by this act to section 617.0830, Florida
7942 Statutes, in a reference thereto, subsection (1) of section
7943 720.316, Florida Statutes, is reenacted to read:
7944 720.316 Association emergency powers.—
7945 (1) To the extent allowed by law, unless specifically
7946 prohibited by the declaration or other recorded governing
7947 documents, and consistent with s. 617.0830, the board of
7948 directors, in response to damage or injury caused by or
7949 anticipated in connection with an emergency, as defined in s.
7950 252.34(4), for which a state of emergency is declared pursuant
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7951 to s. 252.36 in the area encompassed by the association, may
7952 exercise the following powers:
7953 (a) Conduct board meetings, committee meetings, elections,
7954 or membership meetings, in whole or in part, by telephone, real-
7955 time videoconferencing, or similar real-time electronic or video
7956 communication after notice of the meetings and board decisions
7957 is provided in as practicable a manner as possible, including
7958 via publication, radio, United States mail, the Internet,
7959 electronic transmission, public service announcements,
7960 conspicuous posting on the common area, or any other means the
7961 board deems appropriate under the circumstances. Notice of
7962 decisions may also be communicated as provided in this
7963 paragraph.
7964 (b) Cancel and reschedule an association meeting.
7965 (c) Designate assistant officers who are not directors. If
7966 the executive officer is incapacitated or unavailable, the
7967 assistant officer has the same authority during the state of
7968 emergency as the executive officer he or she assists.
7969 (d) Relocate the association's principal office or
7970 designate an alternative principal office.
7971 (e) Enter into agreements with counties and municipalities
7972 to assist counties and municipalities with debris removal.
7973 (f) Implement a disaster or an emergency plan before,
7974 during, or following the event for which a state of emergency is
7975 declared, which may include, but is not limited to, turning on
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7976 or shutting off elevators; electricity; water, sewer, or
7977 security systems; or air conditioners for association buildings.
7978 (g) Based upon the advice of emergency management
7979 officials or public health officials, or upon the advice of
7980 licensed professionals retained by or otherwise available to the
7981 board, determine any portion of the common areas or facilities
7982 unavailable for entry or occupancy by owners or their family
7983 members, tenants, guests, agents, or invitees to protect their
7984 health, safety, or welfare.
7985 (h) Based upon the advice of emergency management
7986 officials or public health officials or upon the advice of
7987 licensed professionals retained by or otherwise available to the
7988 board, determine whether the common areas or facilities can be
7989 safely inhabited, accessed, or occupied. However, such
7990 determination is not conclusive as to any determination of
7991 habitability pursuant to the declaration.
7992 (i) Mitigate further damage, injury, or contagion,
7993 including taking action to contract for the removal of debris
7994 and to prevent or mitigate the spread of fungus, including mold
7995 or mildew, by removing and disposing of wet drywall, insulation,
7996 carpet, cabinetry, or other fixtures on or within the common
7997 areas or facilities or sanitizing the common areas or
7998 facilities.
7999 (j) Notwithstanding a provision to the contrary, and
8000 regardless of whether such authority does not specifically
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8001 appear in the declaration or other recorded governing documents,
8002 levy special assessments without a vote of the owners.
8003 (k) Without owners' approval, borrow money and pledge
8004 association assets as collateral to fund emergency repairs and
8005 carry out the duties of the association if operating funds are
8006 insufficient. This paragraph does not limit the general
8007 authority of the association to borrow money, subject to such
8008 restrictions contained in the declaration or other recorded
8009 governing documents.
8010 Section 186. For the purpose of incorporating the
8011 amendment made by this act to section 617.0832, Florida
8012 Statutes, in a reference thereto, subsections (2) and (5) of
8013 section 718.3027, Florida Statutes, are reenacted to read:
8014 718.3027 Conflicts of interest.—
8015 (2) If a director or an officer, or a relative of a
8016 director or an officer, proposes to engage in an activity that
8017 is a conflict of interest, as described in subsection (1), the
8018 proposed activity must be listed on, and all contracts and
8019 transactional documents related to the proposed activity must be
8020 attached to, the meeting agenda. The association shall comply
8021 with the requirements of s. 617.0832, and the disclosures
8022 required by s. 617.0832 shall be entered into the written
8023 minutes of the meeting. Approval of the contract or other
8024 transaction requires an affirmative vote of two-thirds of all
8025 other directors present. At the next regular or special meeting
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8026 of the members, the existence of the contract or other
8027 transaction shall be disclosed to the members. Upon motion of
8028 any member, the contract or transaction shall be brought up for
8029 a vote and may be canceled by a majority vote of the members
8030 present. If the contract is canceled, the association is only
8031 liable for the reasonable value of the goods and services
8032 provided up to the time of cancellation and is not liable for
8033 any termination fee, liquidated damages, or other form of
8034 penalty for such cancellation.
8035 (5) A contract entered into between a director or an
8036 officer, or a relative of a director or an officer, and the
8037 association, which is not a timeshare condominium association,
8038 that has not been properly disclosed as a conflict of interest
8039 or potential conflict of interest as required by this section or
8040 s. 617.0832 is voidable and terminates upon the filing of a
8041 written notice terminating the contract with the board of
8042 directors which contains the consent of at least 20 percent of
8043 the voting interests of the association.
8044 Section 187. For the purpose of incorporating the
8045 amendment made by this act to sections 617.0832 and 617.0834,
8046 Florida Statutes, in references thereto, paragraphs (a) and (b)
8047 of subsection (2) and subsection (3) of section 720.3033,
8048 Florida Statutes, are reenacted to read:
8049 720.3033 Officers and directors.—
8050 (2) If the association enters into a contract or other
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8051 transaction with any of its directors or a corporation, firm,
8052 association that is not an affiliated homeowners' association,
8053 or other entity in which an association director is also a
8054 director or officer or is financially interested, the board
8055 must:
8056 (a) Comply with the requirements of s. 617.0832.
8057 (b) Enter the disclosures required by s. 617.0832 into the
8058 written minutes of the meeting.
8059 (3) An officer, a director, or a manager may not solicit,
8060 offer to accept, or accept a kickback. As used in this
8061 subsection, the term "kickback" means any thing or service of
8062 value for which consideration has not been provided for an
8063 officer's, a director's, or a manager's benefit or for the
8064 benefit of a member of his or her immediate family from any
8065 person providing or proposing to provide goods or services to
8066 the association. An officer, a director, or a manager who
8067 knowingly solicits, offers to accept, or accepts a kickback
8068 commits a felony of the third degree, punishable as provided in
8069 s. 775.082, s. 775.083, or s. 775.084, and is subject to
8070 monetary damages under s. 617.0834. If the board finds that an
8071 officer or a director has violated this subsection, the board
8072 must immediately remove the officer or director from office. The
8073 vacancy shall be filled according to law until the end of the
8074 officer's or director's term of office. However, an officer, a
8075 director, or a manager may accept food to be consumed at a
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8076 business meeting with a value of less than $25 per individual or
8077 a service or good received in connection with trade fairs or
8078 education programs.
8079 Section 188. For the purpose of incorporating the
8080 amendment made by this act to section 617.0834, Florida
8081 Statutes, in a reference thereto, paragraph (a) of subsection
8082 (13) of section 721.13, Florida Statutes, is reenacted to read:
8083 721.13 Management.—
8084 (13)(a) Notwithstanding any provisions of chapter 607,
8085 chapter 617, or chapter 718, an officer, director, or agent of
8086 an owners' association, including a timeshare management firm
8087 and any individual licensed under part VIII of chapter 468
8088 employed by the timeshare management firm, shall discharge its
8089 duties in good faith, with the care an ordinarily prudent person
8090 in a like position would exercise under similar circumstances,
8091 and in a manner it reasonably believes to be in the interests of
8092 the owners' association. An officer, director, or agent of an
8093 owners' association, including a timeshare management firm and
8094 any individual licensed under part VIII of chapter 468 employed
8095 by the timeshare management firm, is exempt from liability for
8096 monetary damages in the same manner as provided in s. 617.0834
8097 unless such officer, director, agent, or firm breached or failed
8098 to perform its duties and the breach of, or failure to perform,
8099 its duties constitutes a violation of criminal law as provided
8100 in s. 617.0834; constitutes a transaction from which the officer
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8101 or director derived an improper personal benefit, either
8102 directly or indirectly; or constitutes recklessness or an act or
8103 omission that was in bad faith, with malicious purpose, or in a
8104 manner exhibiting wanton and willful disregard of human rights,
8105 safety, or property.
8106 Section 189. For the purpose of incorporating the
8107 amendment made by this act to sections 617.0830 and 617.0834,
8108 Florida Statutes, in references thereto, paragraph (d) of
8109 subsection (1) of section 718.111, Florida Statutes, is
8110 reenacted to read:
8111 718.111 The association.—
8112 (1) CORPORATE ENTITY.—
8113 (d) As required by s. 617.0830, an officer, director, or
8114 agent shall discharge his or her duties in good faith, with the
8115 care an ordinarily prudent person in a like position would
8116 exercise under similar circumstances, and in a manner he or she
8117 reasonably believes to be in the interests of the association.
8118 An officer, director, or agent shall be liable for monetary
8119 damages as provided in s. 617.0834 if such officer, director, or
8120 agent breached or failed to perform his or her duties and the
8121 breach of, or failure to perform, his or her duties constitutes
8122 a violation of criminal law as provided in s. 617.0834;
8123 constitutes a transaction from which the officer or director
8124 derived an improper personal benefit, either directly or
8125 indirectly; or constitutes recklessness or an act or omission
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8126 that was in bad faith, with malicious purpose, or in a manner
8127 exhibiting wanton and willful disregard of human rights, safety,
8128 or property. Forgery of a ballot envelope or voting certificate
8129 used in a condominium association election is punishable as
8130 provided in s. 831.01, the theft or embezzlement of funds of a
8131 condominium association is punishable as provided in s. 812.014,
8132 and the destruction of or the refusal to allow inspection or
8133 copying of an official record of a condominium association that
8134 is accessible to unit owners within the time periods required by
8135 general law in furtherance of any crime is punishable as
8136 tampering with physical evidence as provided in s. 918.13 or as
8137 obstruction of justice as provided in chapter 843. An officer or
8138 director charged by information or indictment with a crime
8139 referenced in this paragraph must be removed from office, and
8140 the vacancy shall be filled as provided in s. 718.112(2)(d)2.
8141 until the end of the officer's or director's period of
8142 suspension or the end of his or her term of office, whichever
8143 occurs first. If a criminal charge is pending against the
8144 officer or director, he or she may not be appointed or elected
8145 to a position as an officer or a director of any association and
8146 may not have access to the official records of any association,
8147 except pursuant to a court order. However, if the charges are
8148 resolved without a finding of guilt, the officer or director
8149 must be reinstated for the remainder of his or her term of
8150 office, if any.
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8151 Section 190. This act shall take effect July 1, 2026.
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HB 879
FLORIDA HOUSE OF REPRESENTATIVES
BILL ANALYSIS
This bill analysis was prepared by nonpartisan committee staff and does not constitute an official statement of legislative intent.
BILL #: HB 879 COMPANION BILL: SB 874 (Gaetz)
TITLE: Professional Licensure Reciprocity for the LINKED BILLS: None
Practice of Surveying and Mapping RELATED BILLS: None
SPONSOR(S): Boyles
Committee References
Industries & Professional Agriculture & Natural Resources Commerce
Activities Budget
SUMMARY
Effect of the Bill:
The bill expands eligibility for licensure by endorsement for professional surveyors and mappers by providing an
additional pathway to licensure for applicants who hold a valid license in another state or territory of the United
States, are in good standing with the applicable licensing authority, and have at least five years of experience as a
registered surveyor and mapper, during which the applicant was in responsible charge of the accuracy and
correctness of the surveying work performed.
Fiscal or Economic Impact:
Indeterminate. The bill may have an indeterminate fiscal impact on state government and the private sector.
JUMP TO SUMMARY ANALYSIS RELEVANT INFORMATION BILL HISTORY
ANALYSIS
EFFECT OF THE BILL:
The bill expands licensure by endorsement eligibility for professional surveyors and mappers who:
• Hold a valid license in another state or territory of the United States;
• Are currently in good standing with the applicable licensing authority;
• Have five or more years of work experience as a registered surveyor and mapper; and
• All five years of work experience must have been in responsible charge 1 of the accuracy and correctness of
the surveying work performed. (Section 1)
The bill authorizes the Board of Professional Surveyors and Mappers (Board) to require documentation,
verification, or certification from the applicable licensing authority and to independently evaluate any disciplinary,
regulatory, or competency records to determine whether the applicant is in good standing. (Section 1)
The effective date of the bill is July 1, 2026. (Section 2)
RULEMAKING:
Currently, the Board has authority to adopt rules to implement ch. 472, F.S., subject to approval by Department of
Agriculture and Consumer Services (DACS). 2 The bill specifies that such authority extends as necessary to
implement the provisions of the bill.
1 “Responsible charge” means direct control and personal supervision of surveying and mapping work, but does not include
experience as a chainperson, rodperson, instrumentperson, ordinary draftsperson, digitizer, scriber, photo lab technician,
ordinary stereo plotter operator, aerial photo pilot, photo interpreter, and other positions of routine work. S. 472.005(6), F.S.
STORAGE NAME: h0879.IPA
DATE: 1/12/2026
1
HB 879
Lawmaking is a legislative power; however, the Legislature may delegate a portion of such power to executive
branch agencies to create rules that have the force of law. To exercise this delegated power, an agency must
have a grant of rulemaking authority and a law to implement.
FISCAL OR ECONOMIC IMPACT:
STATE GOVERNMENT:
The bill may have an indeterminate fiscal impact on state revenues.
PRIVATE SECTOR:
The bill creates an alternative pathway to licensure which may allow more people to practice as a surveyor and
mapper.
RELEVANT INFORMATION
SUBJECT OVERVIEW:
Land Surveying and Mapping
Chapter 472, F.S., governs the practice of surveying and mapping in Florida. Through the Board, DACS licenses and
regulates professional surveyors and mappers in the state. 3
These regulations include, but are not limited to: 4
• Examination;
• Licensure, including certificates of authorization;
• Continuing education;
• Standards of practice; and
• Disciplinary guidelines.
In the practice of surveying and mapping, licensed surveyors and mappers make exact measurements and
determine property boundaries. They provide data relevant to the shape, contour, gravitation, location, elevation,
or dimension of land or land features on or near the earth’s surface for engineering, mapmaking, mining, land
evaluation, construction, and other purposes. 5
Currently, there are 2,364 actively licensed individual surveyors in Florida. 6
Licensure Pathways
Florida offers licensure as a professional surveyor and mapper through examination or endorsement. All pathways
to licensure as a professional surveyor and mapper require the applicant to receive a passing score on the
applicable examinations and to satisfy all education and experience requirements. 7
Licensure by Examination
2 S. 472.008, F.S.
3 S. 472.007, F.S.
4 See ch. 472, F.S.
5 Florida Department of Agriculture and Consumer Services, Business Services, Professional Surveyors and Mappers,
https://www.fdacs.gov/Business-Services/Professional-Surveyors-and-Mappers (last visited 1/8/2026).
6 Board of Professional Surveyors and Mappers, October 2025 General Business Meeting Minutes, available at
https://ccmedia.fdacs.gov/content/download/120133/file/october-2025-general-business-meeting-minutes.pdf (last visited
1/8/2026).
7 S. 472.015, F.S.
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2
HB 879
To obtain licensure by examination as a professional surveyor and mapper, an applicant must be of good moral
character, receive a passing score on the Fundamentals of Surveying, the Principles and Practice of Surveying, and
the Florida Jurisdictional examinations, and meet the applicable education and work experience requirements. The
education and work experience prerequisites to take the licensure examination are as follows: 8
• A bachelor’s degree in surveying and mapping or in a similarly titled program, with:
• Four or more years of work experience under a professional surveyor;
• All four years of work experience must have been in responsible charge of the accuracy and
correctness of the surveying work performed; or
• A bachelor’s degree in a course of study other than surveying and mapping, with:
• Six or more years of work experience under a professional surveyor;
• Five of the six years of experience must have been in responsible charge of the accuracy and
correctness of the surveying work performed; and
• A minimum of 25 semester hours from a college or university approved by the board in surveying
and mapping subjects or in any combination of courses in civil engineering, surveying, mapping,
mathematics, photogrammetry, forestry, or land la and the physical sciences.
An applicant who is not otherwise qualified for licensure is not entitled to licensure solely based on a passing score
on the required examination. 9
Licensure by Endorsement
To obtain licensure by endorsement as a professional surveyor and mapper, an applicant must hold a valid license
to practice surveying and mapping issued by another state or territory of the United States and: 10
• The licensing criteria for the applicable licensing authority was substantially the same as the criteria that
existed in Florida when the license was issued; or
• If the license was issued prior to July 1, 1999:
• Have passed a national, regional, state or territorial licensing examination that is substantially
equivalent to the Florida licensing examination;
• Have eight or more years of experience under a professional surveyor; and
• Six of the eight years of experience must have been in responsible charge of the accuracy and
correctness of the surveying work performed.
All applicants for licensure by endorsement must also pass the Florida Jurisdictional Examination. 11
BILL HISTORY
STAFF
DIRECTOR/ ANALYSIS
COMMITTEE REFERENCE ACTION DATE POLICY CHIEF PREPARED BY
Industries & Professional Activities Anstead Bunnell
Subcommittee
Agriculture & Natural Resources
Budget Subcommittee
Commerce Committee
8 S. 472.013, F.S.
9 S. 472.015(3)(a), F.S.
10 S. 472.015(5), F.S.
11 S. 472.015, F.S.
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HB 879 2026
1 A bill to be entitled
2 An act relating to professional licensure reciprocity
3 for the practice of surveying and mapping; amending s.
4 472.015, F.S.; expanding the requirements for
5 applicants eligible to be qualified for licensure by
6 endorsement by the Board of Professional Surveyors and
7 Mappers to include applicants from outside of the
8 state who meet certain requirements; authorizing the
9 board to require and independently evaluate certain
10 documents and information; authorizing the board to
11 adopt certain rules; providing an effective date.
12
13 Be It Enacted by the Legislature of the State of Florida:
14
15 Section 1. Subsection (5) of section 472.015, Florida
16 Statutes, is amended to read:
17 472.015 Licensure.—
18 (5)(a) The board shall certify as qualified for a license
19 by endorsement an applicant who, at the time of application:
20 1. Holds a valid license to practice surveying and mapping
21 issued before July 1, 1999, by another state or territory of the
22 United States; has passed a national, regional, state, or
23 territorial licensing examination that is substantially
24 equivalent to the examination required by s. 472.013; and has a
25 specific experience record of at least 8 years as a subordinate
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26 to a registered surveyor and mapper in the active practice of
27 surveying and mapping, 6 years of which must be of a nature
28 indicating that the applicant was in responsible charge of the
29 accuracy and correctness of the surveying and mapping work
30 performed; or
31 2. Holds a valid license to practice surveying and mapping
32 issued by another state or territory of the United States if the
33 criteria for issuance of the license were substantially the same
34 as the licensure criteria that existed in Florida at the time
35 the license was issued; or
36 3. Holds a valid license to practice surveying and mapping
37 issued by another state or territory of the United States, is
38 currently in good standing with such licensing authority, and
39 has a specific experience record of at least 5 years as a
40 registered surveyor and mapper in the active practice of
41 surveying and mapping, which must be of a nature indicating that
42 the applicant was in responsible charge of the accuracy and
43 correctness of the surveying and mapping work performed.
44 (b) All applicants for licensure by endorsement must pass
45 the Florida law and rules portion of the examination prior to
46 licensure.
47 (c) For purposes of determining whether an applicant is in
48 good standing under subparagraph (a)3., the board may require
49 documentation, verification, or certification from the issuing
50 authority, and may independently evaluate disciplinary,
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
HB 879 2026
51 regulatory, or competency records maintained by such authority
52 or other reliable sources. The board may adopt rules to
53 implement this section in a manner consistent with s. 472.008.
54 Section 2. This act shall take effect July 1, 2026.
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hb879-00
HB 881
FLORIDA HOUSE OF REPRESENTATIVES
BILL ANALYSIS
This bill analysis was prepared by nonpartisan committee staff and does not constitute an official statement of legislative intent.
BILL #: HB 881 COMPANION BILL: SB 1564 (DiCeglie)
TITLE: Pari-Mutuel Wagering LINKED BILLS: None
SPONSOR(S): Anderson RELATED BILLS: None
Committee References
Industries & Professional Activities Commerce
SUMMARY
Effect of the Bill:
The bill removes live racing requirements for thoroughbred permitholders under certain conditions beginning in
2030, and requires such permitholders to provide the Florida Gaming Control Commission (Commission) with
notice prior to ending live racing. The bill exempts all decoupled permitholders from cardroom licensure,
application fees, and tax requirements.
The bill allows the lease of certain pari-mutuel facilities within 50 miles of the licensed premises of the lessee.
Fiscal or Economic Impact:
The bill may have an indeterminate fiscal impact on state government and the private sector. The extent to which
thoroughbred permitholders will elect to conduct live racing is unknown.
JUMP TO SUMMARY ANALYSIS RELEVANT INFORMATION BILL HISTORY
ANALYSIS
EFFECT OF THE BILL:
Live Racing Requirements
The bill removes live racing requirements, under certain conditions, for certain thoroughbred permitholders who
apply for a pari-mutuel wagering operating license. (Section 1)
The bill provides that a thoroughbred permitholder that does not conduct live racing:
• Retains its permit;
• Is a pari-mutuel facility;
• If such permitholder has been issued a slot machine license, the facility where such permit is located:
o Remains an eligible slot machine facility;
o Continues to be eligible for a slot machine license; and
o Is exempt from thoroughbred horse racing purses and awards agreement requirements, and slot
machine gaming area requirements;
• Is eligible, but not required, to be a guest track; and
• Remains eligible for a cardroom license but is exempt from the cardroom license, application, and fees
under s. 849.086(5), F.S., and is not required to pay the cardroom taxes under s. 849.086(13), F.S. (Section
1)
The bill requires thoroughbred permitholders to give notice prior to ending live racing and to continue to offer a
full schedule of live racing until the end of such notice period. The notice cannot be made prior to July 1, 2027, and
the term of the notice must ensure that live racing continues for at least three (3) years after the date of the notice.
Thus, the earliest date that a thoroughbred permitholder may elect to end live racing is July 1, 2030. The
STORAGE NAME: h0881.IPA
DATE: 1/12/2026
1
HB 881
permitholder is also required to give notice when relocating under to s. 550.3345, F.S., or s. 550.475, F.S., with
authorization by the Commission in accordance with s. 550.054, F.S. (Section 1)
Change of Location of a Thoroughbred Horse Racetrack
The bill revises the process for changing the location of a thoroughbred horse racetrack, removing the current
requirement to hold a referendum election in order to relocate in the same county or, to a different county, to
instead allow the Commission to authorize the change in location regardless of voter approval. (Section 2)
Escheated Thoroughbred Horse Permits
The bill removes the authority of the Commission to reissue escheated thoroughbred horse permits for failure of
the permitholder to pay the required tax on handle for live performances. (Section 3)
Limited Thoroughbred Racing Permits
For a limited thoroughbred permit under s. 550.3345, F.S., the bill revises the authority for the not-for-profit
corporation that holds such permit to move the location of the permit to another location in the same county, to
instead allow the permit to be moved to a county that has previously authorized pari-mutuel wagering. The bill
also revises one of the designating authorities of the board of directors of the not-for-profit corporation to require
the Commission to appoint four of the members instead of the Florida Thoroughbred Breeders’ Association.
(Section 4)
Lease of Pari-Mutuel Facilities
The bill entitles any permitholder to lease the facilities of another permitholder within 50 miles. Currently, holders
of valid pari-mutuel permits are only entitled to lease their facilities to holders of the same class permit within a 35
mile radius of each other. The bill includes thoroughbred training centers but does not define such. (Section 5)
The bill prohibits thoroughbred permitholders relocating pursuant to s. 550.3345, F.S., or s. 550.475, F.S., in
accordance with s. 550.054, F.S., from operating a cardroom at a leased training center but does not define such.
(Section 5)
The bill specifies that the lessor of a pari-mutuel facility that has been issued a slot machine license or a cardroom
license remains an eligible facility as defined in s. 551.102(4), F.S. (Section 5)
Thoroughbred Racing Application Operating Days
The bill clarifies that only thoroughbred permitholders who are required to offer live racing must file an
application that specifies the number and dates of racing performances. (Section 6)
Effective Date
The bill provides an effective date of July 1, 2026. (Section 8)
FISCAL OR ECONOMIC IMPACT:
STATE GOVERNMENT:
The Revenue Estimating Conference (REC) has not estimated the potential impacts of the current bill. The bill may
have an insignificant impact on state government revenues. It is unknown how many thoroughbred permitholders
will elect to terminate live racing.
PRIVATE SECTOR:
Individuals and businesses associated with thoroughbred horse racing will experience an indeterminate impact
associated with the election by thoroughbred permitholders to conduct or not conduct live racing. Removing live
race requirements for such permitholders may reduce certain expenditures related to these activities.
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2
HB 881
RELEVANT INFORMATION
SUBJECT OVERVIEW:
Pari-mutuel Wagering
Since approximately 1931, pari-mutuel wagering activities have been authorized in Florida for jai alai, greyhound
racing, and horseracing. These activities are overseen and regulated 1 by the Division of Pari-Mutuel Wagering
(Division) at the Commission, which is housed within the Department of Legal Affairs, Office of the Attorney
General. 2 The Commission issues permits and operating licenses for PMW activities. Only pari-mutuel wagering
permitholders under certain conditions are authorized to conduct other gaming activities like operating a
cardroom or operating slot machines at their facilities.
Live Racing Requirements
Currently, only thoroughbred permitholders are required to conduct live racing in order to operate other pari-
mutuel wagering activities. For example, in order to hold a cardroom license, thoroughbred permitholders are
required to run a certain number of live races each year.
Greyhound permitholders are prohibited from conducting live racing.
Jai alai permitholders, harness horse racing permitholders, and quarter horse racing permitholders have the
option to conduct live racing or games but are not required to do so. 3
A greyhound permitholder, jai alai permitholder, harness horse racing permitholder, or quarter horse racing
permitholder that does not conduct live racing or games: 4
• Retains its permit;
• Is a pari-mutuel facility as defined in s. 550.002(23), F.S.;
• Is eligible, but not required, to be a guest track, and if the permitholder is a harness horse racing
permitholder, is eligible to be a host track for purposes of intertrack wagering and simulcasting pursuant to
ss. 550.3551, 550.615, 550.625, and 550.6305, F.S.;
• Remains eligible for a cardroom license; and
• If previously issued a slot machine license, remains eligible for such license.
Pari-mutuel Wagering Permitting and Licensure
The Florida Pari-mutuel Wagering Act (Act) 5 provides specific permitting and licensing requirements for the pari-
mutuel industry. 6 Permitholders apply for an operating license annually to conduct pari-mutuel wagering
activities. 7 Certain permitholders are also authorized to operate cardrooms 8 and slot machines at their facility. 9
Currently, there are three pari-mutuel operating licenses that were issued for fiscal year 2025-2026 to conduct live
thoroughbred racing performances. These licenses and their locations include: 10
• Gulfstream Park Racing Association Inc., operates at Gulfstream Park in Broward County.
1
From 1932 to 1969, Florida’s pari-mutuel industry was regulated by the State Racing Commission. In 1970, the commission became
a division within the Department of Business Regulation, which, in 1993, became DBPR.
2
See ss. 16.71-16.716, F.S.
3
S. 550.01215, F.S.(1)(b)1., F.S.
4
Id.
5
See ch. 550, F.S.
6
S. 550.054(1), F.S.
7
S. 550.0115, F.S.
8
S. 849.086, F.S.
9
S. 551.104, F.S.
10
Email from Henry Mahler, Director of Legislative Affairs, Florida Gaming Control Commission, RE: Thoroughbred Permitholders
(Jan. 31, 2025).
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3
HB 881
• Gulfstream Park Thoroughbred After Racing Program, Inc., operates at Gulfstream Park in Broward
County.
• Tampa Bay Downs, Inc., operates at Tampa Bay Downs in Hillsborough County.
Slot Machine Licensing
In order to apply to conduct slot machine gaming a permitholder must first obtain permission from the voters of
the county where the applicant’s facility is located by referendum as specified in s. 23, Art. X of the State
Constitution. 11 Currently, slot machines are only authorized in eight licensed PMW facilities 12 located in Miami-
Dade and Broward counties, and are also authorized by Compact on the Seminole Tribe of Florida’s tribal
property. 13
Thoroughbred permitholders are required to conduct a full schedule of live racing, as defined in s. 550.002(10),
F.S., in order to maintain their slot machine license. 14
Cardroom Licensing
Currently, in order to operate a cardroom in this state a person is required to hold a valid cardroom license. 15
In order to apply for a cardroom license an applicant must first obtain a majority vote of the governing body of the
municipality or county the facility is located in. 16
Municipalities are authorized to prohibit the establishment of a cardroom on or after July 1, 2021, within their
jurisdiction. This does not apply to a licensed pari-mutuel permitholder who held an operating license for the
conduct of pari-mutuel wagering for fiscal year 2020-2021 in the municipality’s jurisdiction or to a cardroom that
was previously approved by the municipality. 17
A cardroom license may only be issued to a licensed pari-mutuel wagering permitholder, and operated at the same
facility at which the permitholder is authorized to conduct pari-mutuel wagering activities. 18
A pari-mutuel permitholder, other than a converted quarter horse to thoroughbred permitholder or a purchaser,
transferee, or assignee holding a valid permit for the conduct of pari-mutuel wagering, may not be issued a license
for the operation of a cardroom if the permitholder did not hold an operating license for the conduct of pari-mutuel
wagering for fiscal year 2020-2021. 19
In order for an initial cardroom license to be issued to a converted quarter horse to thoroughbred permitholder,
the applicant must have requested, as part of its pari-mutuel annual license application, to conduct at least a full
schedule of live racing. 20
Currently, in order for a cardroom license to be renewed by a thoroughbred permitholder, it must run a certain
number of races each year:
“conduct at least 90 percent of the total number of live performances conducted by such permitholder
during either the state fiscal year in which its initial cardroom license was issued or the state fiscal year
11
S. 551.104(2), F.S.
12
S. 551.104(3), F.S.
13
S. 551.101, F.S.
14
S. 551.104(4)(c), F.S.
15
S. 849.086(5), F.S.
16
S. 849.086(16)(a), F.S.
17
S. 849.086(16)(b), F.S.
18
S. 849.086(5)(a), F.S.
19
S. 849.086(5)(c), F.S.
20
Id.
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4
HB 881
immediately prior thereto if the permitholder ran at least a full schedule of live racing or games in the prior
year”. 21
Cardroom Licensee Fees and Taxes
Currently, the annual cardroom license fee for each facility is $1,000 for each table that is operated at the
cardroom. The license fee is deposited by the Commission with the Chief Financial Officer to the credit of the Pari-
mutuel Wagering Trust Fund. 22
Each cardroom operator is required to pay a tax to the state of 8 percent of the cardroom operation’s monthly
gross receipts. An admission tax equal to 15 percent of the admission charge for entrance to the licensee’s
cardroom facility, or 10 cents, whichever is greater, is imposed on each person entering the cardroom. The
cardroom licensee is responsible for collecting the admission tax. 23 During the 2025 Session, legislation was passed
reducing cardroom tax by two percentage points. 24
Payment of the admission tax and gross receipts tax imposed must be paid to the Commission, and deposited by
the Commission with the Chief Financial Officer, one-half being credited to the Pari-mutuel Wagering Trust Fund
and one-half being credited to the General Revenue Fund. The cardroom licensee is required to remit to the
Commission payment for the admission tax, the gross receipts tax, and the licensee fees. 25
Failure of any licensee to make the admission tax and gross receipts tax payments is a violation, and the licensee
may be subjected by the Commission to a civil penalty of up to $1,000 for each day the tax payment is not remitted.
All penalties imposed and collected are deposited in the General Revenue Fund. Failure by a licenses to pay
penalties imposed by the Commission, authorizes the Commission to suspend, revoke, or deny the issuance of any
further license to the cardroom operator. 26
According to a review by the Revenue Estimating Conference (REC) of pari-mutuel revenues on August 4 and
August 8, 2025, cardroom gross receipts total collections were $22.5 million in FY 2024-25, just under $0.2 million
higher than anticipated in the February 2025 forecast. 27
Also, according to the REC, “totals for FY 2024-25 from Table Fees were $0.9 million, $0.1 million underestimate,
Other Pari-Mutuel Tax was $0.9 million, $0.2 million overestimate, and Daily License Fees and Occupational
Licenses & Fees were on estimate, totaling $0.3 million and $0.6 million, respectively.” 28
Change of Location of a Thoroughbred Horse Racetrack
Current law prohibits a thoroughbred horse racing permit or license from being transferred, or reissued for
purposes of changing the location of a thoroughbred horse racetrack; however, such change in location is allowed
pursuant to certain conditions:29
• If the location is within the same county as the already licensed location, the county holds a referendum
election and a majority of the electors voting on that question in such county vote in favor of the transfer of
such license.
• If the location is not within the same county as the already licensed location, the county where the licensee
is already licensed to conduct the race meeting and the desired county both hold a referendum election
where a majority of the electors voting on that question vote in favor of the transfer of such license.
21
Id.
22
S. 849.086(5)(e), F.S.
23
S. 849.086(13)(a)&(b), F.S.
24
Ch. 2025-208, Laws of Fla.
25
S. 849.086(13)(c), F.S.
26
S. 849.086(13)(e), F.S.
27
Revenue Estimating Conference, Pari-Mutuel Revenues Executive Summary (August 4 and August 8, 2025),
https://edr.state.fl.us/Content/conferences/parimutuels/executivesummary.pdf (last visited January 9, 2026).
28
Id.
29
S. 550.054(13)(a), F.S.
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5
HB 881
Each such referendum must be held in accordance with the electoral procedures for ratification of permits, as
provided in s. 550.0651, F.S., the expense of which must be borne by the licensee requesting the transfer. 30
Escheated Thoroughbred Horse Permits
Currently, the tax on handle for thoroughbred horserace performances is 0.5 percent of handle per performance. 31
The permit of a thoroughbred permitholder who is conducting thoroughbred performances and who does not pay
tax on handle for any such performances conducted during any 2 consecutive state fiscal years is void and may not
be reissued unless such failure to operate and pay tax on handle was the direct result of fire, strike, war, hurricane,
pandemic, or other disaster or event beyond the ability of the permitholder to control. Financial hardship does not
constitute just cause for failure to operate and pay tax on handle. 32
The Commission is authorized to reissue an escheated thoroughbred horse permit to a qualified applicant for the
issuance of an initial permit without having to satisfy the referendum requirements for a pari-mutuel permit. As
specified in the application and upon approval by the Commission, the new permitholder is authorized to operate a
thoroughbred horse facility anywhere in the same county in which the escheated permit was authorized to be
operated, notwithstanding the provisions of s. 550.054(2), F.S., relating to mileage limitations. 33
Limited Thoroughbred Racing Permits
Current law allows a holder of a quarter horse racing permit to, within 1 year after the effective date of this law,
which became effective in 2009, to apply to the Commission for a transfer of the quarter horse racing permit to a
not-for-profit corporation, designated by the Florida Thoroughbred Breeders’ Association, to request that the
Commission convert the quarter horse racing permit to a permit authorizing the holder to conduct thoroughbred
racing. 34
The quarter horse racing permit nor its conversion to a limited thoroughbred permit are subject to the mileage
limitation or the ratification election as set forth under s. 550.054(2) or s. 550.0651, F.S. After the conversion
issuance of the initial license to conduct thoroughbred racing, the not-for-profit corporation is required to annually
apply to the Commission for a thoroughbred racing license. 35
Racing under the permit may take place only at the location for which the original quarter horse racing permit was
issued, which may be leased by the not-for-profit corporation for that purpose; however, the not-for-profit
corporation may, without the conduct of any ratification election pursuant to s. 550.054(13) or s. 550.0651, F.S.,
move the location of the permit to another location in the same county provided that such relocation is approved
under the zoning and land use regulations of the applicable county or municipality. 36
A converted permit and a license issued to the not-for-profit corporation under chapter 849 are not eligible for
transfer to another person or entity. 37
Unless otherwise provided, after conversion, the permit and the not-for-profit corporation are treated under the
laws of this state as a thoroughbred permit and as a thoroughbred permitholder, respectively, with the exception
of certain tax on handle and intertrack wagering requirements in ss. 550.09515(3) and 550.6308, F.S. 38
Lease of Pari-mutuel Facilities
30
S. 550.054(13)(b), F.S.
31
S. 550.09515(2)(a), F.S.
32
S. 550.09515(3)(a), F.S.
33
S. 550.09515(3)(b), F.S.
34
S. 550.3345(1), F.S.
35
S. 550.3345(2), F.S.
36
S. 550.3345(2)(d), F.S.
37
S. 550.3345(2)(e), F.S.
38
S. 550.3345(3), F.S.
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HB 881
Holders of valid pari-mutuel permits for the conduct of any pari-mutuel wagering in this state are entitled to lease
any and all of their facilities, as follows:39
• The lease may only be to another holder of a same class valid pari-mutuel permit;
• The permitholders must be located within a 35-mile radius of each other; and
• The lessee is entitled to a permit and license to conduct intertrack wagering 40 and operate its race meet 41
or jai alai 42 games at the leased premises.
Thoroughbred Racing Application Operating Days
Currently, each thoroughbred permitholder is required to annually, during the period commencing January 15 of
each year and ending February 4 of the following year, file in writing with the Commission its application to
conduct one or more thoroughbred racing meetings during the thoroughbred racing season commencing on the
following July 1. 43
Each application must specify the number and dates of all performances that the permitholder intends to conduct
during that thoroughbred racing season. 44
• On or before April 15 of each year, the Commission is required to issue a license authorizing each
permitholder to conduct performances on the dates specified in its application.
• Up to March 28 of each year, each permitholder may request and must be granted changes in its application
to conduct performances; but thereafter, as a condition precedent to the validity of its license and its right
to retain its permit, each permitholder is required to operate the full number of days authorized on each of
the dates set forth in its license.
RECENT LEGISLATION:
YEAR BILL #/SUBJECT HOUSE/SENATE OTHER INFORMATION
SPONSOR(S)
2025 CS/HB 1467 - Gambling Snyder, Anderson/ Burgess The bill passed the House but
died in the Senate.
OTHER RESOURCES:
Florida Gaming Control Commission
Florida Department of Agriculture & Consumer Services: Florida Horse Industry
Florida Thoroughbred Horsemen’s Association
Florida Thoroughbred Breeders’ and Owners’ Association
39
S. 550.475, F.S.
40
S. 550.002(16), F.S., defines “intertrack wager” or “intertrack wagering” as a particular form of pari-mutuel wagering in which
wagers are accepted at a permitted, in-state track, fronton, or pari-mutuel facility on a race or game transmitted from and performed
live at, or simulcast signal rebroadcast from, another in-state pari-mutuel facility.
41
S. 550.002(19), F.S., defines “meet” or “meeting” as the conduct of live racing or jai alai, or wagering on intertrack or simulcast
events, for any stake, purse, prize, or premium.
42
S. 550.002(17), F.S., defines “jai alai” or “pelota” as a ball game of Spanish origin played on a court with three walls.
43
S. 550.5251(1), F.S.
44
Id.
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HB 881
Gulfstream Park
Tampa Bay Downs
BILL HISTORY
STAFF
DIRECTOR/ ANALYSIS
COMMITTEE REFERENCE ACTION DATE POLICY CHIEF PREPARED BY
Industries & Professional Activities Anstead Thompson
Subcommittee
Commerce Committee
JUMP TO SUMMARY ANALYSIS RELEVANT INFORMATION BILL HISTORY
8
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
HB 881 2026
1 A bill to be entitled
2 An act relating to pari-mutuel wagering; amending s.
3 550.01215, F.S.; authorizing certain permitholders to
4 choose not to conduct live racing; providing that
5 certain permitholders are not required to pay a
6 specified tax; requiring certain permitholders to
7 continue to conduct live racing until specified notice
8 is provided to the Florida Gaming Control Commission;
9 providing requirements for such notice; requiring
10 certain notifications when permitholders are
11 relocating; amending s. 550.054, F.S.; providing that
12 thoroughbred racing permits may be transferred upon
13 authorization of the commission; removing a
14 requirement for certain referendums; amending s.
15 550.09515, F.S.; removing a requirement that certain
16 permits escheat to the state following nonpayment of
17 taxes; amending s. 550.3345, F.S.; revising the entity
18 that designates certain members of the board of
19 directors of a specified not-for-profit corporation;
20 revising the circumstances under which certain
21 permitholders may relocated; amending s. 550.475,
22 F.S.; revising when certain permitholders may lease
23 certain facilities and training centers; prohibiting
24 certain relocating permitholders from operating
25 cardrooms in leased training centers; authorizing
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26 certain lessors to remain eligible facilities;
27 amending ss. 550.5251 and 550.6335, F.S.; conforming
28 provisions to changes made by the act; providing an
29 effective date.
30
31 Be It Enacted by the Legislature of the State of Florida:
32
33 Section 1. Paragraphs (a) and (b) of subsection (1) of
34 Section 550.01215, Florida Statutes, are amended to read:
35 550.01215 License application; periods of operation;
36 license fees; bond.—
37 (1) Each permitholder shall annually, during the period
38 between January 15 and February 4, file in writing with the
39 commission its application for an operating license for a pari-
40 mutuel facility for the conduct of pari-mutuel wagering during
41 the next state fiscal year, including intertrack and simulcast
42 race wagering. Each application for live performances must
43 specify the number, dates, and starting times of all live
44 performances that the permitholder intends to conduct. It must
45 also specify which performances will be conducted as charity or
46 scholarship performances.
47 (a) Each application for an operating license also must
48 include:
49 1. For each permitholder, whether the permitholder intends
50 to accept wagers on intertrack or simulcast events.
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51 2. For each permitholder that elects to operate a
52 cardroom, the dates and periods of operation the permitholder
53 intends to operate the cardroom.
54 3. For each thoroughbred racing permitholder that elects
55 to receive or rebroadcast out-of-state races, the dates for all
56 performances that the permitholder intends to conduct.
57 (b)1. A greyhound permitholder may not conduct live
58 racing. A thoroughbred permitholder, jai alai permitholder,
59 harness horse racing permitholder, or quarter horse racing
60 permitholder may elect not to conduct live racing or games. A
61 thoroughbred permitholder must conduct live racing. A
62 thoroughbred permitholder, greyhound permitholder, jai alai
63 permitholder, harness horse racing permitholder, or quarter
64 horse racing permitholder that does not conduct live racing or
65 games retains its permit; is a pari-mutuel facility as defined
66 in s. 550.002(23); if such permitholder has been issued a slot
67 machine license, the facility where such permit is located
68 remains an eligible facility as defined in s. 551.102(4),
69 continues to be eligible for a slot machine license pursuant to
70 s. 551.104(3), and is exempt from ss. 551.104(4)(c) and (10) and
71 551.114(2); is eligible, but not required, to be a guest track
72 and, if the permitholder is a harness horse racing permitholder,
73 to be a host track for purposes of intertrack wagering and
74 simulcasting pursuant to ss. 550.3551, 550.615, 550.625, and
75 550.6305; and remains eligible for a cardroom license exempt
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76 from requirements of s. 849.0876(5) and is not required to pay
77 the tax under s. 849.086(13). A thoroughbred permitholder who
78 operates a slot machine facility or cardroom shall offer a full
79 schedule of live racing until such permitholder notifies the
80 commission that it will no longer offer live racing. Notice
81 under this subparagraph is not valid unless delivered on or
82 after July 1, 2027, and contains the date on which the
83 permitholder will no longer offer live racing, which may not be
84 earlier than 3 years after the date of the notice. The
85 permitholder is required to deliver such notice when relocating
86 under to s. 550.3345 or s. 550.475 with authorization by the
87 commission in accordance with s. 550.054.
88 2. A permitholder or licensee may not conduct live
89 greyhound racing or dogracing in connection with any wager for
90 money or any other thing of value in the state. The commission
91 may deny, suspend, or revoke any permit or license under this
92 chapter if a permitholder or licensee conducts live greyhound
93 racing or dogracing in violation of this subparagraph. In
94 addition to, or in lieu of, denial, suspension, or revocation of
95 such permit or license, the commission may impose a civil
96 penalty of up to $5,000 against the permitholder or licensee for
97 a violation of this subparagraph. All penalties imposed and
98 collected must be deposited with the Chief Financial Officer to
99 the credit of the General Revenue Fund.
100 Section 2. Subsection (13) of section 550.054, Florida
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101 Statutes, is amended to read:
102 550.054 Application for permit to conduct pari-mutuel
103 wagering.—
104 (13)(a) Notwithstanding any provisions of this chapter, a
105 no thoroughbred horse racing permit or license issued under this
106 chapter may shall be transferred, or reissued when such
107 reissuance is in the nature of a transfer so as to permit or
108 authorize a licensee to change the location of a thoroughbred
109 horse racetrack except upon authorization by proof in such form
110 as the commission may prescribe that a referendum election has
111 been held:
112 1. If the proposed new location is within the same county
113 as the already licensed location, in the county where the
114 licensee desires to conduct the race meeting and that a majority
115 of the electors voting on that question in such election voted
116 in favor of the transfer of such license.
117 2. If the proposed new location is not within the same
118 county as the already licensed location, in the county where the
119 licensee desires to conduct the race meeting and in the county
120 where the licensee is already licensed to conduct the race
121 meeting and that a majority of the electors voting on that
122 question in each such election voted in favor of the transfer of
123 such license.
124 (b) Each referendum held under the provisions of this
125 subsection shall be held in accordance with the electoral
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126 procedures for ratification of permits, as provided in s.
127 550.0651. The expense of each such referendum shall be borne by
128 the licensee requesting the transfer.
129 Section 3. Paragraph (a) of subsection (3) of section
130 550.09515, Florida Statutes, is amended to read:
131 550.09515 Thoroughbred horse taxes; reissuance of
132 abandoned interest in a permit following for nonpayment of
133 taxes.—
134 (3)(a) The permit of a thoroughbred horse permitholder
135 conducting live thoroughbred performances who does not pay tax
136 on handle for live thoroughbred horse performances for a full
137 schedule of live races during any 2 consecutive state fiscal
138 years shall be void and shall not be reissued escheat to and
139 become the property of the state unless such failure to operate
140 and pay tax on handle was the direct result of fire, strike,
141 war, or other disaster or event beyond the ability of the
142 permitholder to control. Financial hardship to the permitholder
143 shall not, in and of itself, constitute just cause for failure
144 to operate and pay tax on handle.
145 Section 4. Paragraph (d) of subsection (2) of section
146 550.3345, Florida Statutes, is amended to read:
147 550.3345 Conversion of quarter horse permit to a limited
148 thoroughbred permit.—
149 (2) Notwithstanding any other provision of law, the holder
150 of a quarter horse racing permit issued under s. 550.334 may,
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151 within 1 year after the effective date of this section, apply to
152 the commission for a transfer of the quarter horse racing permit
153 to a not-for-profit corporation formed under state law to serve
154 the purposes of the state as provided in subsection (1). The
155 board of directors of the not-for-profit corporation must be
156 comprised of 11 members, 4 of whom shall be designated by the
157 applicant, 4 of whom shall be designated by the commission
158 Florida Thoroughbred Breeders' Association, and 3 of whom shall
159 be designated by the other 8 directors, with at least 1 of these
160 3 members being an authorized representative of another
161 thoroughbred permitholder in this state. The not-for-profit
162 corporation shall submit an application to the commission for
163 review and approval of the transfer in accordance with s.
164 550.054. Upon approval of the transfer by the commission, and
165 notwithstanding any other provision of law to the contrary, the
166 not-for-profit corporation may, within 1 year after its receipt
167 of the permit, request that the commission convert the quarter
168 horse racing permit to a permit authorizing the holder to
169 conduct pari-mutuel wagering meets of thoroughbred racing.
170 Neither the transfer of the quarter horse racing permit nor its
171 conversion to a limited thoroughbred permit shall be subject to
172 the mileage limitation or the ratification election as set forth
173 under s. 550.054(2) or s. 550.0651. Upon receipt of the request
174 for such conversion, the commission shall timely issue a
175 converted permit. The converted permit and the not-for-profit
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176 corporation shall be subject to the following requirements:
177 (d) Racing under the permit may take place only at the
178 location for which the original quarter horse racing permit was
179 issued, which may be leased by the not-for-profit corporation
180 for that purpose; however, the not-for-profit corporation may,
181 without the conduct of any ratification election pursuant to s.
182 550.054(13) or s. 550.0651, move the location of the permit to
183 another location in a the same county which has previously
184 authorized pari-mutuel wagering provided that such relocation is
185 approved under the zoning and land use regulations of the
186 applicable county or municipality.
187 Section 5. Section 550.475, Florida Statutes, is amended
188 to read:
189 550.475 Lease of pari-mutuel facilities by pari-mutuel
190 permitholders.—
191 (1) Holders of valid pari-mutuel permits for the conduct
192 of any pari-mutuel wagering in this state are entitled to lease
193 any and all of the their facilities of to any other holder of a
194 same class valid pari-mutuel permit or a thoroughbred training
195 center holding a valid license issued by the commission, when
196 located within a 50-mile 35-mile radius of each other; and such
197 lessee is entitled to a permit and license to conduct intertrack
198 wagering and operate its race meet or jai alai games at the
199 leased premises.
200 (2) Thoroughbred permitholders relocating pursuant to s.
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201 550.3345 or s. 550.475 in accordance with s. 550.054 may not
202 operate a cardroom at a leased training center.
203 (3) Notwithstanding any other provisions of law, the
204 lessor of a pari-mutuel facility that has been issued a slot
205 machine license or a cardroom license shall remain an eligible
206 facility as defined in s. 551.102(4).
207 Section 6. Subsection (1) of section 550.5251, Florida
208 Statutes, is amended to read:
209 550.5251 Florida thoroughbred racing; certain permits;
210 operating days.—
211 (1) Each thoroughbred permitholder required to offer live
212 racing shall annually, during the period commencing January 15
213 of each year and ending February 4 of the following year, file
214 in writing with the commission its application to conduct one or
215 more thoroughbred racing meetings during the thoroughbred racing
216 season commencing on the following July 1. Each application
217 shall specify the number and dates of all performances that the
218 permitholder intends to conduct during that thoroughbred racing
219 season. On or before April 15 of each year, the commission shall
220 issue a license authorizing each permitholder to conduct
221 performances on the dates specified in its application. Up to
222 March 28 of each year, each permitholder may request and shall
223 be granted changes in its application to conduct performances;
224 but thereafter, as a condition precedent to the validity of its
225 license and its right to retain its permit, each permitholder
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226 must operate the full number of days authorized on each of the
227 dates set forth in its license.
228 Section 7. Subsection (2) of section 550.6335, Florida
229 Statutes, is amended to read:
230 550.6335 Surcharge.—
231 (2) A thoroughbred horse permitholder that accepts wagers
232 on out-of-state races may impose a surcharge on each winning
233 ticket, or interstate pool, on such out-of-state race in an
234 amount not to exceed 5 percent of each winning pari-mutuel
235 winning ticket cashed. If a permitholder rebroadcasts such
236 signal and elects to impose a surcharge, the surcharge shall be
237 imposed on any winning ticket at any guest facility at the same
238 rate as the surcharge on wagers accepted at its own facility.
239 The proceeds from the surcharge shall be distributed as follows:
240 if the wager is made at the host facility, then one-half of the
241 proceeds shall be retained by the host permitholder and one-half
242 shall be paid as purses at the host facility; if the wager is
243 made at a guest facility, then one-half shall be retained by the
244 guest permitholder, one-quarter shall be paid to the host
245 permitholder, and one-quarter shall be paid as purses at the
246 host facility.
247
248 Any surcharge taken under this section must be calculated after
249 breakage is deducted from the wagering pool.
250 Section 8. This act shall take effect July 1, 2026.
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INDUSTRIES & PROFESSIONAL ACTIVITIES SUBCOMMITTEE
HB 881 by Rep. Anderson
Pari-Mutuel Wagering
AMENDMENT SUMMARY
January 14, 2026
Amendment by Rep. Anderson (lines 75-77):
• Removes the provision that exempts certain permitholders from the cardroom licensing
fee and other tax requirements.
COMMITTEE/SUBCOMMITTEE AMENDMENT
Bill No. HB 881 (2026)
Amendment No.
COMMITTEE/SUBCOMMITTEE ACTION
ADOPTED (Y/N)
ADOPTED AS AMENDED (Y/N)
ADOPTED W/O OBJECTION (Y/N)
FAILED TO ADOPT (Y/N)
WITHDRAWN (Y/N)
OTHER
1 Committee/Subcommittee hearing bill: Industries & Professional
2 Activities Subcommittee
3 Representative Anderson offered the following:
4
5 Amendment (with title amendment)
6 Remove lines 75-77 and insert:
7 550.6305; and remains eligible for a cardroom license. A
8 thoroughbred permitholder who
9
10 -----------------------------------------------------
11 T I T L E A M E N D M E N T
12 Remove lines 4-6 and insert:
13 choose not to conduct live racing; requiring certain
14 permitholders to
940101 - h0881-lines 75-77.docx
Published On: 1/13/2026 5:03:16 PM
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