Meeting Packet - Commerce and Tourism, The Florida Senate (January 21, 2026)
Summary
Meeting packet for the Florida Senate Committee on Commerce and Tourism, meeting date Wednesday, January 21, 2026, 2026 Regular Session. The agenda lists SB 214 on Special District Funding, SB 482 on Artificial Intelligence Bill of Rights and SB 1266 on Cybersecurity Internships, among other bills. The expanded agenda records a Favorable committee action with Yeas 10 Nays 0 for SB 214 and for SB 482. The packet ends with text of SB 1266, whose Section 2 appropriates $11.9 million in recurring funds beginning in the 2026-2027 fiscal year, and a Committee Agenda Request dated January 13, 2026, addressed to Senator Thomas Leek, Chair, from Senator Alexis Calatayud.
Summary drafted by a model from the document's text below and checked by script against that text before publication. It is a navigation aid, not a reading of what the document proves. Where AI is used
Cite this document
“Meeting Packet - Commerce and Tourism, The Florida Senate (January 21, 2026).”
Archived at Pandemic Darlings, https://pandemicdarlings.com/source-documents/2026-01-21-post-meeting-packet-8077-0b16107a92/
, SHA-256 efbe85d1a1c7f97040d7ff5b51780827d3997b3c4187994e3e439854ba72e591.Full text
01/21/2026 - Commerce and Tourism (8:30 AM - 10:30 AM) 2026 Regular Session
Customized 01/22/2026 12:32 PM
Tab
Tab 1 SB 214 by McClain; Identical to H 00273 Special District Funding
Tab 2 SB 482 by Leek; Identical to H 01395 Artificial Intelligence Bill of Rights
Tab 3 SPB 7030 by CM; Public Records/Investigations by the Department of Legal Affairs
Tab 4 SB 554 by Bernard; Identical to H 00797 Nonprofit Corporations
SB 994 by Gruters (CO-INTRODUCERS) Martin; Similar to H 01205 Florida Kratom Consumer
Tab 5
Protection Act
Tab 6 SB 998 by Yarborough; Similar to H 00741 Department of Commerce
Tab 7 SB 1004 by Gaetz (CO-INTRODUCERS) Arrington; Compare to H 01521 Sale of Dogs and Cats
Tab 8 SB 1074 by Gaetz; Similar to H 00951 One-cent Piece
Tab 9 SB 1076 by Calatayud; Identical to H 00847 Research and Development Tax Credit
Tab 10 SB 1266 by Calatayud; Similar to CS/H 01081 Cybersecurity Internships
633256 A S RCS CM, Calatayud Delete L.120 - 124. 01/21 11:51 AM
Page 1 of 1
2026 Regular Session The Florida Senate
COMMITTEE MEETING EXPANDED AGENDA
COMMERCE AND TOURISM
Senator Leek, Chair
Senator Arrington, Vice Chair
MEETING DATE: Wednesday, January 21, 2026
TIME: 8:30—10:30 a.m.
PLACE: Toni Jennings Committee Room, 110 Senate Building
MEMBERS: Senator Leek, Chair; Senator Arrington, Vice Chair; Senators Bracy Davis, Davis, DiCeglie, Mayfield,
McClain, Smith, Wright, and Yarborough
BILL DESCRIPTION and
TAB BILL NO. and INTRODUCER SENATE COMMITTEE ACTIONS COMMITTEE ACTION
1 SB 214 Special District Funding; Revising agency Favorable
McClain agreements that provide state financial assistance to Yeas 10 Nays 0
(Identical H 273) recipients or subrecipients to include certain special
districts as an entity to which such agency may
provide for the payment of invoices under specified
circumstances; revising the definition of “rural
community” to include certain special districts, etc.
CM 01/21/2026 Favorable
ATD
FP
2 SB 482 Artificial Intelligence Bill of Rights; Prohibiting a Favorable
Leek governmental entity from extending or renewing a Yeas 10 Nays 0
(Identical H 1395, Compare H contract with specified entities; creating the “Artificial
659) Intelligence Bill of Rights”; providing the rights of
Floridians relating to the use of artificial intelligence;
requiring companion chatbot platforms to prohibit a
minor from creating new or maintaining existing
accounts unless the minor’s parent or guardian
consents; prohibiting artificial intelligence technology
companies from selling or disclosing the personal
information of users unless the information is
deidentified data, etc.
CM 01/21/2026 Favorable
AP
Consideration of proposed bill:
3 SPB 7030 Public Records/Investigations by the Department of Submitted and Reported
Legal Affairs; Providing an exemption from public Favorably as Committee Bill
records requirements for information relating to Yeas 10 Nays 0
notifications of violations or investigations by the
Department of Legal Affairs of certain companion
chatbot violations; requiring certain information
remain confidential and exempt upon the completion
or cessation of an investigation; providing an
exemption from public records requirements for
information relating to notifications of violations or
investigations by the department of certain bot-related
consumer protection violations; providing for future
legislative review and repeal of the exemption;
providing a statement of public necessity, etc.
S-036 (10/2008)
01212026.1039 Page 1 of 3
COMMITTEE MEETING EXPANDED AGENDA
Commerce and Tourism
Wednesday, January 21, 2026, 8:30—10:30 a.m.
BILL DESCRIPTION and
TAB BILL NO. and INTRODUCER SENATE COMMITTEE ACTIONS COMMITTEE ACTION
4 SB 554 Nonprofit Corporations; Renaming the “Florida Not Favorable
Bernard For Profit Corporation Act” as the “Florida Nonprofit Yeas 10 Nays 0
(Identical H 797) Corporation Act”; revising the circumstances in which
a domestic or foreign corporation may correct a
document filed with the department; requiring all
courts, public offices, and official bodies to receive all
certificates issued by the department as prima facie
evidence of certain facts; authorizing a corporation to
register under a name that is not otherwise
distinguishable on the records of the department
under certain circumstances; prohibiting a corporation
from paying any dividend and making distributions of
any part of its net income or net earnings to its
members, directors, or officers, etc.
CM 01/21/2026 Favorable
JU
FP
5 SB 994 Florida Kratom Consumer Protection Act; Requiring Temporarily Postponed
Gruters that finished kratom products sold to consumers at
(Similar H 1205) certain establishments meet certain requirements;
requiring that kratom products be manufactured only
by a processor who holds a certain permit issued by
the Department of Agriculture and Consumer
Services; providing requirements for finished kratom
products produced in this state and subsequently
shipped or transported out of this state for sale
outside of this state; providing that a processor whose
kratom product contains a controlled substance or
other prohibited substances is in violation of the act,
etc.
CM 01/21/2026 Temporarily Postponed
AEG
FP
6 SB 998 Department of Commerce; Repealing provisions Favorable
Yarborough relating to the Florida Small Cities Community Yeas 6 Nays 4
(Similar H 741) Development Block Grant Program Act; providing an
exemption for certain conveyances of state lands to
certain federal agencies which revert to the Board of
Trustees of the Internal Improvement Trust Fund if
such land is not used for its intended purposes as a
military installation buffer or if the military installation
closes; requiring employers who are required to use
the E-Verify system to verify a new employee’s
employment eligibility to maintain an E-Verify case
result for each employee which shows that the
employee is authorized to work; requiring the
department to provide an employer knowingly
employing an unauthorized alien with a written
determination, etc.
CM 01/21/2026 Favorable
ATD
RC
S-036 (10/2008)
01212026.1039 Page 2 of 3
COMMITTEE MEETING EXPANDED AGENDA
Commerce and Tourism
Wednesday, January 21, 2026, 8:30—10:30 a.m.
BILL DESCRIPTION and
TAB BILL NO. and INTRODUCER SENATE COMMITTEE ACTIONS COMMITTEE ACTION
7 SB 1004 Sale of Dogs and Cats; Requiring that if a pet sale is Favorable
Gaetz terminated for certain reasons, the financing Yeas 10 Nays 0
(Compare H 1521, S 1356) agreement must be terminated without certain costs;
requiring that all financial terms be disclosed to the
consumer before the sale of the animal; requiring a
pet dealer to provide copies of specified medical
records to a consumer; providing that violations
constitute an unfair method of competition or an unfair
or deceptive act or practice in violation of specified
provisions and subject to penalties, etc.
CM 01/21/2026 Favorable
JU
RC
8 SB 1074 One-cent Piece; Requiring dealers to round to the Favorable
Gaetz nearest nickel in certain circumstances; providing Yeas 10 Nays 0
(Similar H 951) procedures for such rounding; requiring that the tax
due on rounded transactions be calculated on the
price before rounding; providing that rounding to the
nearest nickel is not a deceptive and unfair trade
practice in certain circumstances, etc.
CM 01/21/2026 Favorable
FT
AP
9 SB 1076 Research and Development Tax Credit; Increasing Favorable
Calatayud the combined total amount of tax credits which may Yeas 10 Nays 0
(Identical H 847) be granted to business enterprises under the
research and development tax credit, etc.
CM 01/21/2026 Favorable
FT
AP
10 SB 1266 Cybersecurity Internships; Creating the Cybersecurity Fav/CS
Calatayud Experiential Internship and Clearance Readiness Yeas 10 Nays 0
(Identical H 1081) Program within the Department of Commerce;
requiring the department to enter into an agreement
with the Florida Center for Cybersecurity (Cyber
Florida) to implement the program in collaboration
with specified universities and institutions; requiring
the department, using data and analyses provided by
Cyber Florida, to submit a report by a specified date
and annually thereafter to the Governor and the
Legislature, etc.
CM 01/21/2026 Fav/CS
ATD
AP
Other Related Meeting Documents
S-036 (10/2008)
01212026.1039 Page 3 of 3
CourtSmart Tag Report
Room: SB 110 Case No.: Type:
Caption: Senate Commerce and Tourism Committee Judge:
Started: 1/21/2026 8:32:17 AM
Ends: 1/21/2026 10:13:30 AM Length: 01:41:14
8:32:19 AM Chair Leek calls meeting to order
8:32:26 AM Roll call
8:32:47 AM Quorum announced
8:33:04 AM Chair Leek with opening comments
8:33:14 AM SB 994, Florida Kratom Consumer Protection Act Tp'd
8:33:31 AM Tab 9, SB 1076, Research and Development Tax Credit by Senator Calatayud
introduced by Chair Leek
8:33:49 AM Senator Calatayud
8:34:12 AM Chair Leek
8:34:24 AM Colton Madill, Florida Chamber of Commerce waives
8:34:27 AM Chair Leek
8:34:31 AM Closure waived
8:34:34 AM Roll call
8:34:55 AM SB 1076 reported favorably
8:35:05 AM Tab 10, SB 1266, Research and Development Tax Credit by Senator Calatayud
introduced by Chair Leek
8:35:12 AM Senator Calatayud
8:36:19 AM Amendment Barcode No. 633256 introduced by Chair Leek
8:36:22 AM Senator Calatayud
8:36:24 AM Chair Leek
8:36:32 AM Closure waived
8:36:39 AM Amendment adopted
8:36:42 AM Chair Leek
8:36:52 AM Closure waived
8:36:55 AM Roll call
8:37:21 AM CS/SB 1266 reported favorably
8:37:36 AM Tab 4, SB 554, Nonprofit Corporations by Senator Bernard introduced by Chair Leek
8:37:43 AM Senator Bernard
8:38:50 AM Chair Leek
8:39:09 AM Stuart Cohn, Business Law Section, Florida Bar waives
8:39:13 AM Greg Black waives
8:39:16 AM Chair Leek
8:39:19 AM Closure waived
8:39:23 AM Roll call
8:39:31 AM SB 554 reported favorably
8:39:56 AM Tab 7, SB 1004, Sale of Dogs and Cats by Senator Gaetz introduced by Chair Leek
8:40:02 AM Senator Gaetz
8:42:26 AM Chair Leek
8:43:09 AM Speaker Laurie Hood
8:44:55 AM Chair Leek
8:45:39 AM Speaker Kate Macfall, Humane World for Animals
8:47:08 AM Chair Leek
8:47:11 AM Diana Ferguson, FL Animal Control Association waives
8:47:26 AM Debate
8:47:30 AM Senator Arrington
8:47:44 AM Chair Leek
8:47:57 AM Closure waived
8:47:59 AM Roll call
8:48:15 AM SB 1004 reported favorably
8:48:27 AM Tab 8, SB 1074, One-Cent Piece by Senator Gaetz introduced by Chair Leek
8:48:35 AM Senator Gaetz
8:49:43 AM Chair Leek
8:49:56 AM French Brown, Florida Retail Federation waives
8:50:03 AM Alli Liby-Schoonover, Florida Restaurant & Lodging Association waives
8:50:08 AM Chair Leek
8:50:14 AM Closure waived
8:50:16 AM Roll call
8:50:35 AM CS/SB 1074 reported favorably
8:50:47 AM Tab 6, SB 998, Department of Commerce by Senator Yarborough introduced by Chair
Leek
8:50:51 AM Senator Yarborough
8:56:23 AM Chair Leek
8:56:32 AM Senator Bracy Davis
8:56:52 AM Senator Yarborough
8:57:14 AM Senator Bracy Davis
8:57:32 AM Senator Yarborough
9:00:22 AM Senator Bracy Davis
9:00:35 AM Senator Yarborough
9:00:52 AM Senator Davis
9:01:12 AM Senator Yarborough
9:01:46 AM Senator Davis
9:02:01 AM Senator Yarborough
9:02:41 AM Senator Davis
9:03:11 AM Senator Yarborough
9:04:13 AM Chair Leek
9:04:26 AM Secretary Alex Kelly, Florida Department of Commerce waives
9:04:29 AM Chair Leek
9:04:31 AM Debate
9:04:34 AM Senator Smith
9:10:25 AM Chair Leek
9:10:43 AM Senator Wright
9:11:00 AM Chair Leek
9:11:09 AM Senator Yarborough in closure
9:11:23 AM Roll call
9:11:48 AM SB 998 reported favorably
9:11:58 AM Tab 1, SB 214, Special District Funding by Senator McClain introduced by Chair Leek
9:12:03 AM Senator McClain
9:12:37 AM Chair Leek
9:12:40 AM Edgar Fernandez, Waccasassa Water & Wastewater Cooperative waives
9:12:44 AM Chair Leek
9:12:49 AM Closure waived
9:12:52 AM Roll call
9:13:06 AM SB 214 reported favorably
9:13:18 AM Gavel passed to Senator Arrington
9:13:27 AM Tab 2, SB 482, Artificial Intelligence Bills of Rights by Senator Leek introduced by Chair
Arrington
9:13:31 AM Senator Leek
9:16:16 AM Chair Arrington
9:16:34 AM Senator Bracy Davis
9:17:00 AM Senator Leek
9:17:56 AM Senator Bracy Davis
9:18:11 AM Senator Leek
9:18:52 AM Senator Davis
9:19:26 AM Senator Leek
9:19:55 AM Senator Davis
9:20:05 AM Senator Leek
9:20:31 AM Senator Davis
9:20:53 AM Senator Leek
9:21:10 AM Senator Davis
9:21:22 AM Senator Leek
9:21:49 AM Senator Davis
9:22:08 AM Senator Leek
9:22:41 AM Senator Smith
9:24:03 AM Senator Leek
9:24:38 AM Senator Smith
9:25:22 AM Senator Leek
9:26:03 AM Senator Smith
9:27:00 AM Senator Leek
9:27:31 AM Senator Smith
9:28:07 AM Senator Leek
9:28:28 AM Senator Smith
9:28:50 AM Senator Leek
9:29:00 AM Senator Smith
9:29:38 AM Senator Leek
9:29:45 AM Senator Smith
9:30:46 AM Senator Leek
9:31:12 AM Chair Arrington
9:31:34 AM Speaker Ryan Kennedy, Florida Citizens Alliance
9:34:34 AM Speaker John Labriola, Christian Family Coalition Florida
9:35:37 AM Kathleeen Murray, CDF waives
9:35:59 AM Speaker Isabella Rodriguez
9:36:53 AM Sandra Thuringer waives
9:37:13 AM Speaker Dr. Rich Templin, Florida AFL-CIO
9:39:56 AM Antonio Duhart waives
9:40:12 AM Speaker Julie Barrett
9:42:47 AM Norwood Orrick waives
9:43:01 AM Anthony Verdugo waives
9:43:23 AM Speaker Turner Loesel, The James Madison Institute
9:45:28 AM Elvin Marte waives
9:45:45 AM Speaker Adam Basford, Associated Industries of Florida
9:46:01 AM Christina Regalado waives
9:47:10 AM Speaker Amy Keith, Common Cause
9:48:57 AM Aaron DiPietro, Florida Family Voice waives
9:49:04 AM Richard Jones waives
9:49:13 AM Crystal Etienie waives
9:49:17 AM Sonia Johnson waives
9:49:25 AM Stephanie Mitchell waives
9:49:28 AM Chair Arrington
9:49:31 AM Debate
9:49:33 AM Senator Smith
9:54:10 AM Chair Arrington
9:54:13 AM Senator Davis
9:56:07 AM Chair Arrington
9:56:30 AM Senator Leek with closure
9:57:53 AM Roll call
9:58:12 AM SB 482 reported favorably
9:58:33 AM Tab 3, SPB 7030, Public Records/Investigations by the Department of Legal Affairs
introduced by Chair Arrington
9:58:38 AM Senator Leek
9:58:57 AM Chair Arrington
9:59:15 AM Senator Leek moves SPB 7030 be submitted as a Committee Bill
9:59:19 AM Motion adopted
9:59:23 AM Roll call
9:59:44 AM SPB 7030 voted favorably to be submitted as a Committee Bill
9:59:59 AM Gavel passed to Senator Leek
10:00:01 AM Chair Leek
10:00:08 AM Senator Yarborough would like to be shown voting in the affirmative on Tab 9
10:00:14 AM Senator Wright would like to be shown voting in the affirmative on Tab 9
10:00:26 AM Senator Davis would like to be shown voting in the affirmative on Tabs 9, 10 and 4
10:00:34 AM Chair Leek
10:00:45 AM Meeting adjourned
10:00:50 AM
The Florida Senate
BILL ANALYSIS AND FISCAL IMPACT STATEMENT
(This document is based on the provisions contained in the legislation as of the latest date listed below.)
Prepared By: The Professional Staff of the Committee on Commerce and Tourism
BILL: SB 214
INTRODUCER: Senator McClain
SUBJECT: Special District Funding
DATE: January 20, 2026 REVISED:
ANALYST STAFF DIRECTOR REFERENCE ACTION
1. Renner McKay CM Favorable
2. ATD
3. FP
I. Summary:
SB 214 amends s. 215.971, F.S., to require agency agreements to provide state or federal
financial assistance to special districts located in a rural community or rural area of opportunity
to include a provision allowing the agency to provide for the payment of invoices for verified
and eligible performance that has been completed in accordance with the terms and conditions of
the agreement in the same manner as current law authorizes for counties and municipalities in
those areas.
The bill amends s. 288.0656, F.S., to revise the definition of “rural community” for the purposes
of the Rural Economic Development Initiative to include special districts located in rural
counties. This inclusion will allow special districts to participate in state financial assistance
programs.
This bill may have an indeterminate impact on state expenditures. See Section V. Fiscal Impact
Statement.
The bill takes effect July 1, 2026.
II. Present Situation:
Rural Economic Development Initiative (REDI)
The Rural Economic Development Initiative (REDI) was established by the Legislature to
encourage and facilitate the location and expansion of major economic development projects of
significant scale in rural communities.1 Today, the REDI operates as a statewide initiative led by
the Department of Commerce (FloridaCommerce) to better serve Florida’s rural communities by
1
Section 288.0656(1)(a), F.S.
BILL: SB 214 Page 2
providing a more focused and coordinated effort among state and regional agencies to improve
the fiscal, economic, and community viability of these areas.2
Specified agencies and organizations3 are required to designate a high-level staff person to serve
as their REDI representative. Each REDI representative is responsible for ensuring that their
agency or organization is informed about REDI and helps to identify opportunities to
accommodate or include rural local governments in their agency programs.
REDI is required to review and evaluate the impact of statutes and rules on rural communities
and work to minimize any adverse impact and undertake outreach and capacity-building efforts.4
Under the REDI statute, a rural community is defined as:
• A county with a population of 75,000 or fewer;
• A county with a population of 125,000 or fewer, if the county is contiguous to a county with
a population of 75,000 or fewer;
• Any municipality in a county that meets the above criteria; or
• An unincorporated federal enterprise community or an incorporated rural city with a
population of 25,000 or fewer, with an employment base focused on traditional agriculture or
resource-based industries, located in a county not defined as rural, and which has at least
three or more economic distress factors.5
Each REDI member agency is required to review financial match requirements for projects in
rural areas and develop a proposal to waive or reduce match requirements, and such proposals
must be submitted to REDI.6 REDI must call a meeting within 30 days of receipt of such
proposals for comment and recommendation.7 Waivers and reductions must be requested by the
county or community, and to the fullest extent possible member organizations must expedite
rule and amendment adoption to incorporate the reduction in match by rural areas in financial
distress.8 REDI must prepare an annual report as a supplement to FloridaCommerce’s annual
report, which includes an evaluation on the status of changes to rules, the number of awards
made with waivers, and recommendations for future changes.9
Based on the REDI’s recommendations, the Governor may designate up to three rural areas of
opportunity (RAOs) by executive order,10 which establishes certain local governments as a
priority for the department. The orders also permit all state agencies and departments to use all
available tools and resources to the extent permissible by law to promote the creation and
2
Section 288.0656(3), F.S.
3
The Department of Transportation, Department of Environmental Protection, Department of Agriculture and Consumer
Services, Department of State, Department of Health, Department of Children and Families, Department of Corrections,
Department of Education, Department of Juvenile Justice, Fish and Wildlife Conservation Commission, each water
management district, CareerSource Florida, Inc., VISIT Florida, the Florida Regional Planning Council Association, Agency
for Health Care Administration, the Institute of Food and Agricultural Sciences (IFAS). See s. 288.0656(6)(a), F.S.
4
Section 288.0656(4), F.S.
5
Section 288.0656(2)(e), F.S.
6
Section 288.06561, F.S.
7
Section 288.06561(3), F.S.
8
Section 288.06561(4) and (7), F.S.
9
Section 288.06561(8), F.S.
10
Section 288.0656(7)(a), F.S.
BILL: SB 214 Page 3
development of projects designated by the RAO that have been recommended by the
department.11
Rural Area of Opportunity
A RAO is a rural community,12 or region comprised of rural communities, designated by the
Governor, that has been adversely affected by an extraordinary economic event, severe or
chronic distress, or a natural disaster.13 An area may also be designated as an RAO if it presents
a unique economic development opportunity of regional impact.14 The designation of an RAO
must be agreed upon by the Department of Commerce, as well as the county and municipal
governments, to be included in the RAO.15
This designation establishes these areas as priority assignments for REDI and allows the
Governor, acting through REDI, to waive criteria, requirements, or similar provisions of any
economic development initiative. Such incentives include, but are not limited to, the Quick
Response Training Program16, the Quick Response Training Program for participants in the
welfare transition program17, transportation projects,18 the brownfield redevelopment bonus
refund19, and the rural job tax credit program.20
Currently, there are three designated RAO areas:21
• Northwest RAO: Calhoun, Franklin, Gadsden, Gulf, Holmes, Jackson, Liberty, Wakulla,
and Washington counties, and portions of Bay, Okaloosa, and Walton Counties.
• South Central RAO: DeSoto, Glades, Hardee, Hendry, Highlands, and Okeechobee
counties, and the communities of Pahokee, Belle Glade, and South Bay in Palm Beach
County and Immokalee in Collier County.22
• North Central RAO: Baker, Bradford, Columbia, Dixie, Gilchrist, Hamilton, Jefferson,
Lafayette, Levy, Madison, Putnam, Suwannee, Taylor, and Union counties.23
11
Executive Orders 20-170, 21-149, and 23-132 and 25-141 available at
https://www.flgov.com/eog/sites/default/files/executive-orders/2024/EO_20-170.pdf,
https://www.flgov.com/eog/sites/default/files/executive-orders/2024/EO_21-149.pdf, and
https://www.flgov.com/eog/sites/default/files/executive-orders/2024/EO-23-132.pdf and
https://www.flgov.com/eog/sites/default/files/executive-orders/2025/EO%2025-141.pdf (last visited Jan. 20, 2026)
12
Section 288.0656(2)(e), F.S.
13
Section 288.0656(2)(d), F.S.
14
Id.
15
Section 288.0656(7)(b), F.S.
16
Section 288.047, F.S.
17
Section 288.047(8), F.S.
18
Section 339.2821, F.S.
19
Section 288.107, F.S.
20
Sections 212.098 and 220.1895, F.S.
21
Florida Department of Commerce, Office of Rural Initiatives, available at https://www.floridajobs.org/community-
planning-and-development/office-of-rural-initiatives (last visited Jan. 20, 2026).
22
The economic development organization for this RAO is Florida’s Heartland Regional Economic Development Initiative,
Inc. See https://flaheartland.com/ (last visited Jan. 20, 2026).
23
The economic development organization for this RAO is the North Florida Economic Development Partnership. See
https://nflp.org/ (last visited Jan. 20, 2026).
BILL: SB 214 Page 4
Agreements Funded with Federal or State Assistance
Current law requires an agency agreement that provides state financial assistance to a recipient or
subrecipient,24 or that provides federal financial assistance to a subrecipient, to include the
following:
• A provision specifying scope of work that clearly establishes the tasks the recipient or
subrecipient is required to perform;
• A provision dividing the agreement into quantifiable units of deliverables that must be
received and accepted in writing by the agency before payment. Each deliverable must be
directly related to the scope of work and must specify the required minimum level of service
to be performed and the criteria for evaluating the successful completion of each deliverable;
• A provision specifying the financial consequences that apply if the recipient or subrecipient
fails to perform the minimum level of service required in the agreement. The provision can
be excluded in specified situations;
• A provision specifying that a recipient or subrecipient of federal or state financial assistance
may expend funds only for allowable costs resulting from obligations incurred during the
specified agreement period;
• A provision specifying that any balance of unobligated funds which has been advanced or
paid must be refunded to the state agency;
• A provision specifying that any funds paid in excess of the amount to which the recipient or
subrecipient is entitled must be refunded to the state agency; and
• Any additional information required pursuant to the Florida Single Audit Act.25
Current law prohibits an agency agreement that provides state or federal financial assistance to
local government entities within an RAO from requiring those entities to expend funds to be
reimbursed. For these local government entities, an agency is authorized to advance funding
based on an analysis of estimated costs, to pay service providers and vendors directly, or to
pursue other options to meet the requirements of the agreement, allowing local governments in
rural areas to be paid without first spending their own capital.26
The Chief Financial Officer establishes and disseminates uniform procedures for grant
management to ensure that services have been rendered in accordance with agreement terms
before the agency processes an invoice for payment.27 The procedures include, but are not
limited to, monitoring and documenting recipient performance, reviewing and documenting
deliverables for payment requested by recipients, and providing written certification by the grant
manager of the agency’s receipt of goods and services.28 The grant manager must reconcile and
verify all funds received against all funds expended during the grant agreement period and
produce a final report that identifies any funds paid in excess by the recipient.29
24
Section 215.97(2)(y), F.S., defines a “subrecipient” as a nonstate entity that receives state financial assistance through
another nonstate entity.
25
Section 215.971(1)(a)-(g), F.S.
26
Section 215.971(1) (h) F.S.
27
Section 215.971(2)(b), F.S.
28
Id.
29
Section 214.971(2)(c), F.S.
BILL: SB 214 Page 5
Special Districts
A “special district” is a unit of local government created for a particular purpose, with
jurisdiction to operate within a limited geographic boundary.30 Special districts are created by
general law, special act, local ordinance, or rule of the Governor and Cabinet.31 A special district
has only those powers expressly provided by, or reasonably implied from, the authority provided
in the district’s charter. Special districts provide specific municipal services in addition to, or in
place of, those provided by a municipality or county.32 Special districts are funded through the
imposition of ad valorem taxes, fees, or charges on the users of those services authorized by
law.33
Special districts may be classified as dependent or independent based on their relationship with
local general-purpose governments. A special district is classified as “dependent” if the
governing body of a single county or municipality:
• Serves as governing body of the district;
• Appoints the governing body of the district;
• May remove members of the district’s governing body at-will during their unexpired terms;
or
• Approves or can veto the budget of the district.34
A district is classified as “independent” if it does not meet any of the above criteria or is located
in more than one county, unless the district lies entirely within the boundaries of a single
municipality.35
Currently, there are 103 special districts within the Northwest RAO counties, 44 within the North
Central RAO counties, and 57 within the South Central RAO counties.36
III. Effect of Proposed Changes:
SB 214 amends s. 215.971, F.S., to require agency agreements to provide state or federal
financial assistance to special districts located, in whole or in part, in a rural community or RAO
to include a provision allowing the agency to provide for the payment of invoices for verified
and eligible performance that has been completed in accordance with the terms and conditions of
the agreement.
30
See Halifax Hospital Medical Center v. State of Fla., et al., 278 So. 3d 545, 547 (Fla. 2019).
31
See ss. 189.02, 189.031(3), and 190.005(1), F.S. See generally s. 189.012(6), F.S.
32
Florida House of Representatives, Intergovernmental Affairs Subcommittee, Local Government Formation Manual, pg. 56,
available at
https://www.flhouse.gov/Sections/Documents/loaddoc.aspx?PublicationType=Committees&CommitteeId=3304&Session=20
25&DocumentType=General+Publications&FileName=Local+Government+Formation+Manual+%5b2024-2026%5d.pdf
(last visited Jan. 20, 2026).
33
The method of financing a district must be stated in its charter. Sections 189.02(4)(g) and 189.031(3), F.S.
34
Section 189.012(2), F.S.
35
Section 189.012(3), F.S.
36
See Florida Department of Commerce, Official List of Special Districts, https://www.floridajobs.org/community-planning-
and-development/special-districts/special-district-accountability-program/official-list-of-special-districts (last visited Jan. 20,
2026). Some of these districts may lie outside of the portions of counties listed in the Northwest RAO and the South Central
RAO.
BILL: SB 214 Page 6
The bill amends s. 288.0656, F.S., to revise the definition of “rural community” for the REDI to
include special districts located in rural counties. This inclusion will allow special districts to
participate in state financial assistance programs.
The bill takes effect July 1, 2026.
A. Municipality/County Mandates Restrictions:
None.
B. Public Records/Open Meetings Issues:
None.
C. Trust Funds Restrictions:
None.
D. State Tax or Fee Increases:
None.
E. Other Constitutional Issues:
None identified.
IV. Fiscal Impact Statement:
A. Tax/Fee Issues:
None.
B. Private Sector Impact:
None.
C. Government Sector Impact:
Expanding the eligibility for invoice payments to include special districts may have an
indeterminate negative fiscal impact on agencies administering financial assistance
programs. Similarly, expanding the definition of rural community to include special
districts may alter which projects located in an RAO receive economic development
funding.
V. Technical Deficiencies:
None.
BILL: SB 214 Page 7
VI. Related Issues:
None.
VII. Statutes Affected:
This bill substantially amends sections 215.971 and 288.0656 of the Florida Statutes.
VIII. Additional Information:
A. Committee Substitute – Statement of Changes:
(Summarizing differences between the Committee Substitute and the prior version of the bill.)
None.
B. Amendments:
None.
This Senate Bill Analysis does not reflect the intent or official position of the bill’s introducer or the Florida Senate.
Florida Senate - 2026 SB 214 Florida Senate - 2026 SB 214
By Senator McClain
9-00354-26 2026214__ 9-00354-26 2026214__
1 A bill to be entitled 30 municipality, a provision allowing the agency to provide for the
2 An act relating to special district funding; amending 31 payment of invoices to the county, municipality, or rural area
3 s. 215.971, F.S.; revising agency agreements that 32 of opportunity as that term is defined in s. 288.0656(2), or
4 provide state financial assistance to recipients or 33 special district, for verified and eligible performance that has
5 subrecipients to include certain special districts as 34 been completed in accordance with the terms and conditions set
6 an entity to which such agency may provide for the 35 forth in the agreement. This provision is included to alleviate
7 payment of invoices under specified circumstances; 36 the financial hardships that such certain rural counties, and
8 providing construction; amending s. 288.0656, F.S.; 37 municipalities, or special districts encounter when
9 revising the definition of “rural community” to 38 administering agreements, and must be exercised by the agency if
10 include certain special districts; providing an 39 when a county, or municipality, or special district whose
11 effective date. 40 geographic area, in whole or in part, is located in such county
12 41 or municipality demonstrates financial hardship, to the extent
13 Be It Enacted by the Legislature of the State of Florida: 42 that federal or state law, rule, or other regulation allows such
14 43 payments. This paragraph may not be construed to alter or limit
15 Section 1. Paragraph (h) of subsection (1) of section 44 any other provisions of federal or state law, rule, or other
16 215.971, Florida Statutes, is amended to read: 45 regulation.
17 215.971 Agreements funded with federal or state 46 Section 2. Paragraph (e) of subsection (2) of section
18 assistance.— 47 288.0656, Florida Statutes, is amended to read:
19 (1) An agency agreement that provides state financial 48 288.0656 Rural Economic Development Initiative.—
20 assistance to a recipient or subrecipient, as those terms are 49 (2) As used in this section, the term:
21 defined in s. 215.97, or that provides federal financial 50 (e) “Rural community” means:
22 assistance to a subrecipient, as defined by applicable United 51 1. A county with a population of 75,000 or fewer.
23 States Office of Management and Budget circulars, must include 52 2. A county with a population of 125,000 or fewer which is
24 all of the following: 53 contiguous to a county with a population of 75,000 or fewer.
25 (h) If the agency agreement provides federal or state 54 3. A municipality or special district within a county
26 financial assistance to a county or municipality that is a rural 55 described in subparagraph 1. or subparagraph 2.
27 community or rural area of opportunity as those terms are 56 4. An unincorporated federal enterprise community or an
28 defined in s. 288.0656(2) or a special district whose geographic 57 incorporated rural city with a population of 25,000 or fewer and
29 area, in whole or in part, is located in such county or 58 an employment base focused on traditional agricultural or
Page 1 of 3 Page 2 of 3
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 214
9-00354-26 2026214__
59 resource-based industries, located in a county not defined as
60 rural, which has at least three or more of the economic distress
61 factors identified in paragraph (c) and verified by the
62 department.
63
64 For purposes of this paragraph, population shall be determined
65 in accordance with the most recent official estimate pursuant to
66 s. 186.901.
67 Section 3. This act shall take effect July 1, 2026.
Page 3 of 3
CODING: Words stricken are deletions; words underlined are additions.
The Florida Senate
Committee Agenda Request
To: Senator Thomas Leek, Chair
Committee on Commerce and Tourism
Subject: Committee Agenda Request
Date: January 7, 2026
I respectfully request that Senate Bill #214, relating to Special District Funding, be placed on
the:
[] committee agenda at your earliest possible convenience.
[] next committee agenda.
Senator Stan McClain
Florida Senate, District 9
File signed original with committee office S-020 (03/2004)
DUPLICATE
The Florida Senate
1//21/2026 APPEARANCE RECORD SB 214- Special District Funding
Meeting Date Bill Number or Topic
Deliver both copies of this form to
Commerce and Tourism Senate professional staff conducting the meeting
Committee Amendment arcode (if applicable)
Name
Edgar G. Fernandez .786)2555755
Address 215 S. Monroe Street, Suite 601 Email egfernandez.arrow@gunster.com
Street
Tallahassee FL 32301
City State Zip
s-aroe jo Against l[] iforatio OR Waive Speaking: In Support Against
□
PLEASE CHECK ONE OF THE FOLLOWING:
I am appearing without [(2]! I am a reg_istered lobbyist, [DJ I am not a lobbyist, but received
compensation or sponsorship. representing: something of value for my appearance
(travel, meals, lodging, etc.),
W3C Cooperative sponsored by:
(Waccasassa Water & Wastewater Cooperative)
While it is a tradition to encourage public testimony, time may not permit all persons wishing to speak to be heard at this hearing. Those who do speak may be asked to limit their remarks so
that as many persons as possible can be heard. lfyou have questions about registering to lobby please see Fla. Stat. $11.045 and Joint Rule 1. 2020-2022Joint&es.pgdf (t]senate go!
This form is part of the public record for this meeting. S-001 (08/10/2021)
The Florida Senate
BILL ANALYSIS AND FISCAL IMPACT STATEMENT
(This document is based on the provisions contained in the legislation as of the latest date listed below.)
Prepared By: The Professional Staff of the Committee on Commerce and Tourism
BILL: SB 482
INTRODUCER: Senator Leek
SUBJECT: Artificial Intelligence Bill of Rights
DATE: January 20, 2026 REVISED:
ANALYST STAFF DIRECTOR REFERENCE ACTION
1. McMillan McKay CM Favorable
2. AP
I. Summary:
SB 482 creates the “Artificial Intelligence Bill of Rights” to provide that Floridians are entitled
to certain rights with respect to the use of artificial intelligence. The bill provides definitions and
defines “artificial intelligence” to mean an engineered or machine-based system that varies in its
level of autonomy and that can, for explicit or implicit objectives, infer from the input it receives
how to generate outputs that influence physical or virtual environments.
The “Artificial Intelligence Bill of Rights” includes the following consumer protections:
• A companion chatbot platform must prohibit a minor from entering into a contract with the
platform to become an account holder or from maintaining an existing account, unless the
minor’s parent or guardian provides consent. If consent is provided, the platform must
authorize the consenting parent or guardian to receive certain controls over the minor’s
account. Upon request, the platform must permanently delete all personal information held
by the platform relating to the terminated account.
• A companion chatbot platform must provide certain disclosures to an account holder, as well
as remind the account holder to take a break and that the companion chatbot is artificially
generated and not human. The platform is also required to institute reasonable measures to
prevent its companion chatbot from producing or sharing materials harmful to minors.
• At the beginning of an interaction between a user and a bot, and at least once every hour
during the interaction, an operator is required to display a pop-up message notifying users
that they are not engaging in dialogue with a human counterpart.
• An artificial intelligence technology company is prohibited from selling or disclosing
personal information of users unless such information is deidentified data.
• The Department of Legal Affairs is given rulemaking and enforcement authority.
The bill places limitations on government contracting with entities for artificial intelligence
technology, software, or products if such entities have certain ties to a government of a foreign
country of concern.
BILL: SB 482 Page 2
The bill amends the section of law regulating the unauthorized publication of name or likeness to
prohibit a person from publishing, printing, displaying, or otherwise publicly using for trade or
for any commercial or advertising purpose the name, portrait, photograph, image, or other
likeness of an individual created through generative artificial intelligence without the express
written or oral consent to such use.
The bill provides an effective date of July 1, 2026.
II. Present Situation:
Government Contracting and Procurement
Currently, when state agencies wish to procure commodities or contractual services that cost
more than $35,000, a competitive solicitation1 is required.2 Depending on the type of contract
and scope of work or goods sought, an agency may use one of three procurement methods:
• Invitation to bid (ITB): An agency must use an ITB when the agency is capable of
specifically defining the scope of work for which a contractual service is required or when
the agency can establish precise specifications defining the actual commodity or group of
commodities required.3
• Request for proposals (RFP): An agency must use an RFP when the purposes and uses for
which the commodity, group of commodities, or contractual service being sought can be
specifically defined and the agency can identify necessary deliverables.4
• Invitation to negotiate (ITN): An ITN is a solicitation used by an agency that is intended to
determine the best method for achieving a specific goal or solving a particular problem and
identifies one or more responsive vendors with which the agency may negotiate to receive
the best value.5
The Department of Management Services (DMS) is designated as the primary state agency
overseeing procurement,6 and the responsibilities of DMS include creating uniform agency
procurement rules,7 implementing the online procurement program,8 and procuring state term
contracts.9 The DMS is also responsible for registering vendors that wish to provide goods or
services to the state10 and maintaining lists of vendors who may not submit bids, proposals, or
1
Section 287.012(6), F.S., defines “competitive solicitation” as the process of requesting and receiving two or more sealed
bids, proposals, or replies submitted by responsive vendors in accordance with the terms of a competitive process, regardless
of the method of procurement.
2
See ss. 287.057 and 287.017, F.S.
3
Section 287.057(1)(a), F.S.
4
Section 287.057(1)(b), F.S.
5
Section 287.057(1)(c), F.S.
6
See ss. 287.032 and 287.042, F.S.
7
See ss. 287.032(2) and 287.042(3), (4), and (12), F.S.
8
See s. 287.057(24), F.S.
9
See ss. 287.042(2) and 287.056, F.S
10
See ss. 287.032 and 287.042, F.S.; see also Department of Management Services, Vendor Registration and Vendor Lists,
available at
https://www.dms.myflorida.com/business_operations/state_purchasing/state_agency_resources/vendor_registration_and_ven
dor_lists (last visited Jan. 20, 2026).
BILL: SB 482 Page 3
replies to agency solicitations, such as the suspended vendor list,11 the convicted vendor list,12
the discriminatory vendor list,13 and the antitrust violator vendor list.14
Scrutinized List of Prohibited Companies
Companies on the Scrutinized Companies or Other Entities that Boycott Isreal List are prohibited
from bidding on, submitting a proposal for, or entering or renewing a contract with an agency or
local governmental entity for goods and services of $100,000 or more.15 Similarly, companies on
the Scrutinized Companies with Activities in Sudan list, on the Scrutinized Companies with
Activities in the Iran Petroleum Energy Sector list, or engaged in business operations in Cuba or
Syria are prohibited from bidding on, submitting a proposal for, or entering into or renewing a
contract with an agency or a local governmental entity for goods or services of $1 million or
more.16 The State Board of Administration is charged with maintaining a complete list of
scrutinized companies.17
Foreign Countries of Concern
In 2023, the Legislature prohibited state and local governmental entities from contracting with
certain foreign affiliated entities if such contracts would grant access to individuals’ personal
identifying information.18 Specifically, contracts with entities that are owned by, significantly
controlled by, or organized under, the following foreign countries of concern are prohibited:
China, Russia, Iran, North Korea, Cuba, Venezuela (Maduro regime), and Syria.19
Beginning January 1, 2024, entities must submit a sworn affidavit confirming that they do not
meet these criteria before bidding on or entering into contracts involving personal data.20 Starting
July 1, 2025, this restriction extends to contract renewals and extensions.21 Violations may result
in civil penalties, contract and license ineligibility for up to five years, and placement on the
suspended vendor list.22
11
Section 287.1351, F.S., provides that the “suspended vendor list” includes vendors who are in default on a contract or have
repeatedly failed to fulfill the terms of state contracts. Contracts cannot be awarded to such vendors until the vendor
reimburses the agency for the costs of re-procurement and the agency is satisfied that further default will not occur.
12
Section 287.133, F.S., provides that the “convicted vendor list” includes vendors who have been disqualified due to
conviction of a public entity crime, which includes fraud, theft, bribery, collusion, racketeering, conspiracy, or material
misrepresentation related to a contract for services to be provided to a public entity.
13
Section 287.134, F.S., provides that the “discriminatory vendor list” includes vendors who have been disqualified for
violating any state or federal law prohibiting discrimination based on race, gender, national origin, disability, or religion.
14
Section 287.137, F.S., provides that the “antitrust violator vendor list” includes vendors who have been disqualified due to
being convicted or held civilly liable for an antitrust violation.
15
Section 287.135(2)(a), F.S.
16
Section 287.135(2)(b), F.S.
17
See ss. 215.4725, and 215.473, F.S.
18
Ch. 2023-33, L.O.F.
19
Section 287.138 (2), F.S.
20
Section 287.138(4)(a), F.S.
21
Section 287.138(4)(b), F.S.
22
Section 287.138(5), F.S.
BILL: SB 482 Page 4
Artificial Intelligence
Generally
Artificial intelligence (AI) is the development of computer systems to perform tasks that
normally require human intelligence, such as learning and decision-making.23 It enables
computer systems to receive information that is either provided to them by others or gathered by
them (e.g. through camera lenses or other sensors), which they can then process and respond to
in some meaningful way. To a certain extent, AI systems can adapt their behavior by analyzing
the effects of previous actions and working autonomously.24
Investments in AI have led to many of the transformative advancements that U.S. consumers rely
upon every day,25 including mapping technologies, voice-assisted smartphones, handwriting
recognition for mail delivery, financial trading, smart logistics, spam filtering, and language
translation. AI advances have also provided significant social benefits in areas such as precision
medicine, environmental sustainability, education, and public welfare.26
Types of AI
AI may be generally classified in one of three classes based on its capabilities or its
functionalities:27
• Artificial Narrow AI. Also known as Weak AI, machines using Weak AI can only perform
specific tasks using human-like capabilities. They can do nothing more than what they are
programmed to do. Examples of Artificial Narrow AI include Siri, Alexa, and ChatGPT.28
• General AI. Also known as Strong AI, and any machine or application using Strong AI in the
future would be able to use what they have learned in the past to accomplish new tasks in
different contexts without the need for additional training by human beings. In other words,
they would be able to learn, perceive, understand, and function completely like human
beings.29
• Super AI Also known as artificial superintelligence, Super AI is strictly theoretical. If ever
realized, machines using Super AI would think, reason, learn, make judgments, and possess
cognitive abilities surpassing those of human beings. Machines possessing Super AI
capabilities would have evolved beyond the point of understanding human sentiments and
experiences to feeling emotions, having needs, and possessing beliefs and desires of their
own.30
23
National Conference of State Legislatures (NCSL), Artificial Intelligence 2023 Legislation, Jan. 12, 2024, available at
https://www.ncsl.org/technology-and-communication/artificial-intelligence-2023-legislation (last visited Jan. 20, 2026).
24
European Parliament, What is artificial intelligence and how is it used?, E.U. News, Jun. 20, 2023, available at
https://www.europarl.europa.eu/topics/en/article/20200827STO85804/what-is-artificial-intelligence-and-how-is-it-used (last
visited Jan. 20, 2026).
25
U.S. Department of State, Artificial Intelligence (AI), available at https://www.state.gov/artificial-intelligence/ (last visited
Jan. 20, 2026).
26
Id.
27
Naveen Joshi, 7 Types of Artificial Intelligence, Jun. 19, 2019, Forbes, available at
https://www.forbes.com/sites/cognitiveworld/2019/06/19/7-types-of-artificial-intelligence/?sh=7b5ddf4d233e (last visited
Jan. 20, 2026).
28
Id.
29
Id.
30
Id.
BILL: SB 482 Page 5
Under the umbrella of Artificial Narrow AI or Weak AI, there are four kinds of AI based upon
functionalities:31
• Reactive Machine AI. Reactive machines are AI systems with no memory. They are designed
to perform very specific tasks. They can only work with presently available data because
they cannot recollect previous outcomes or decisions. Reactive Machine AI stems from
statistical math and can analyze vast amounts of data to produce a seemingly intelligent
output. Examples of machines and applications that rely upon Reactive Machine AI include
IBM Deep Blue (IBM’s chess-playing supercomputer) and the Netflix recommendation
engine.32
• Limited Memory AI. In addition to having the capabilities of purely reactive machines,
Limited Memory AI machines and applications are also capable of learning from historical
data to make decisions. Almost all present-day Limited Memory AI applications, including
Generative AI tools (e.g. chatbots and virtual assistants) and self-driving vehicles, are
Limited Memory AI machines and applications.33
• Theory of Mind AI. Theory of Mind AI is a kind of General AI that exists only in concept. It
is the “next level” of AI systems that researchers are currently developing. Machines and
applications using Theory of Mind level AI will be able to understand the thoughts and
emotions of other entities. In theory, this will allow them to simulate humanlike relationships
and to contextualize artwork and essays, which today’s Generative AI tools are unable to
do.34
• Self-Aware AI. Self-Aware AI is a kind of Super AI that exists only in concept. It is strictly
theoretical. If ever achieved, it will have the ability to understand its own internal conditions
and traits along with human emotions and thoughts. It will also have its own set of emotions,
needs, and beliefs.35
Generative AI
Generative AI is a type of Limited Memory AI technology that can produce high-quality
content, including text, images, audio, or video, within seconds when prompted by a user.36
Although it was first introduced in the 1960s, it was not until 2014, with the introduction of
generative adversarial networks, or GANs (a type of machine learning algorithm),37 that
31
Id.
32
Id.
33
Id.
34
Id.
35
Id.
36
Government Accountability Office (GAO), Science, Technology Assessment, and Analytics, Science & Tech Spotlight:
Generative AI (June 2023), available at https://www.gao.gov/assets/gao-23-106782.pdf; (last visited Jan. 20, 2026). George
Lawton, What is generative AI? Generative AI Explained, TechTarget, March 13, 2025, available at
https://www.techtarget.com/searchenterpriseai/definition/generative-AI (last visited Jan. 20, 2026).
37
“A generative adversarial network (GAN) is a deep learning architecture. It trains two neural networks to compete against
each other to generate more authentic new data from a given training dataset. For instance, you can generate new images
from an existing image database or original music from a database of songs. A GAN is called adversarial because it trains
two different networks and pits them against each other. One network generates new data by taking an input data sample and
modifying it as much as possible. The other network tries to predict whether the generated data output belongs in the original
dataset. In other words, the predicting network determines whether the generated data is fake or real. The system generates
newer, improved versions of fake data values until the predicting network can no longer distinguish fake from original.”
Amazon Web Services (AWS), What is a GAN?, available at https://aws.amazon.com/what-is/gan/ (last visited Jan. 20,
BILL: SB 482 Page 6
Generative AI could convincingly create authentic images, videos, and audio of real people.38
Generative AI systems learn patterns and relationships from massive amounts of data, which
enables them to process and create new content that may be similar, but not identical, to the
underlying training data. Such systems rely upon sophisticated machine learning algorithms and
statistical models to work.39
In order to generate new content, Generative AI users are required to submit prompts that guide
the generation of new content. Many iterations may be required to produce the intended result
because Generative AI is sensitive to the wording of prompts.40
Because Generative AI can do so much, it has many potential applications, including in
education, government, medicine, and law. Applications include:
• Writing a speech in a particular tone.
• Summarizing complex research.
• Assessing legal documents.
• Creating images for different applications.
• Composing music.
• Composing poems.
• Designing molecules for new drugs.
• Generating programming codes.
• Translating languages.
• Implementing chatbots.
• Deploying “deepfakes.”
• Improving dubbing for movies.
• Designing physical products and buildings.41
The U.S. Government Accountability Office has identified several opportunities and challenges
in connection with the proliferation of Generative AI systems.42 With respect to opportunities,
Generative AI can quicken access to ideas and knowledge by helping people more efficiently
gather new information; help automate a wide variety of administrative and repetitive tasks; and
enhance the productivity of many industries.43 With respect to challenges, because Generative AI
systems can respond to harmful instructions, they can increase the speed and scale of many real
2026). GAN can generate images, training data for other models, complete missing information, and generate 3D models
from 2D data. Id.
38
George Lawton, What is generative AI? Generative AI Explained, TechTarget, March 13, 2025, available at
https://www.techtarget.com/searchenterpriseai/definition/generative-AI (last visited Jan. 20, 2026).
39
Government Accountability Office (GAO), Science, Technology Assessment, and Analytics, Science & Tech Spotlight:
Generative AI (June 2023), available at https://www.gao.gov/assets/gao-23-106782.pdf (last visited Jan. 20, 2026). Training
data can include opensource information, such as text and images from the internet. Id.
40
Id.
41
Government Accountability Office (GAO), Science, Technology Assessment, and Analytics, Science & Tech Spotlight:
Generative AI (Jun. 2023), available at https://www.gao.gov/assets/gao-23-106782.pdf; (last visited Jan. 20, 2026). George
Lawton, What is generative AI? Generative AI Explained, TechTarget, March 13, 2025, available at
https://www.techtarget.com/searchenterpriseai/definition/generative-AI (last visited Jan. 20, 2026).
42
Government Accountability Office (GAO), Science, Technology Assessment, and Analytics, Science & Tech Spotlight:
Generative AI (Jun. 2023), available at https://www.gao.gov/assets/gao-23-106782.pdf (last visited Jan. 20, 2026).
43
Id.
BILL: SB 482 Page 7
world harms, such as facilitating the development and proliferation of false information;
facilitating the use of copyrighted, proprietary, or sensitive data, without the owner’s or subject’s
knowledge; reducing privacy for users, including minors, through the retention of personally
identifiable information without consent; and facilitating the storage and use of sensitive
information by foreign adversaries.44
Companion Chatbots
AI companions are an application of Generative AI that use natural language processing and
emotional recognition to simulate human relationships by mimicking human characteristics,
emotions, and intentions.45 These systems are generally designed to communicate like a friend or
a confidant, which may prompt users, especially children and teens, to trust and form
relationships with such systems.46
Regulation of AI
Concerns about the potential misuse or unintended consequences of AI have prompted efforts to
examine and develop standards at the federal and state levels.47
Companion Chatbot Regulation
States including Colorado, Maine, Texas, and Utah have recently enacted legislation to require
certain disclosures to be provided to consumers who interact with AI systems.48 These disclosure
laws aim to provide notice (and reminders) to consumers that they are interacting with an AI
chatbot and not a human counterpart.49
Recently, California also passed a law that regulates the use of AI chatbots.50 Notably, the law
seeks to protect minors by requiring AI operators51 to provide the following notifications to
minors:
• Disclose to the minor that they are interacting with AI;
• At least every three hours, provide a clear and conspicuous notice that reminds the minor to
take a break and that the companion chatbot is AI and not a human;
44
Id.
45
See Jenny Lyons-Cunha, AI Companions are on the Rise, Offering Intimacy that Feels Real – But is it?, available at
https://builtin.com/artificial-intelligence/ai-companions (last visited Jan. 20, 2026). See also Federal Trade Commission, FTC
Launches Inquiry into AI Chatbots Acting as Companions, available at https://www.ftc.gov/news-events/news/press-
releases/2025/09/ftc-launches-inquiry-ai-chatbots-acting-
companions#:~:text=AI%20chatbots%20may%20use%20generative,and%20form%20relationships%20with%20chatbots
(last visited Jan. 20, 2026).
46
See id.
47
NCSL, Artificial Intelligence 2024 Legislation, Sep. 9, 2024, available at https://www.ncsl.org/technology-and-
communication/artificial-intelligence-2024-legislation (last visited Jan. 20, 2026).
48
See C.R.S. § 6-1-1701 et seq. See also Maine Revised Statutes, Title 10, §1500-DD. See also Texas Business & Commerce
Code, Chapter 551. See also U.C.A. § 13-2-12.
49
See id.
50
See CA SB 243 (2025-2026).
51
See id. CA SB 243 defines “operator” as a person who makes a companion chatbot platform available to a user in the state.
BILL: SB 482 Page 8
• Institute reasonable measures to prevent its companion chatbot from producing visual
material of sexually explicit conduct or directly stating that the minor should engage in such
conduct; and
• Disclose on the application, the browser, or any other format that a user can use to access the
companion chatbot platform that companion chatbots may not be suitable for some minors.52
The California law further requires an operator to maintain a protocol for preventing the
production of suicidal ideation, suicide, or self-harm content to the user, as well as requiring an
operator to refer a user expressing suicidal ideation, suicide, or self-harm to crisis service
providers. The operator must also publish details on such protocol on the operator’s website.53
Currently, the United States does not have a comprehensive federal AI law, however in
December of 2025, President Trump issued Executive Order (EO) 14365 entitled “Ensuring a
National Policy Framework for Artificial Intelligence.”54 The EO states that it is designed to
promote the US policy of sustaining and enhancing the United States’ global AI dominance
through a minimally burdensome national policy framework for AI, and gives instructions to the
United States Attorney General, the Secretary of Commerce, the Federal Communications
Commission, and the Federal Trade Commission.55
Deidentified Data
In 2023, the Legislature passed the “Florida Digital Bill of Rights,” which requires controllers56
in possession of deidentified data to do the following:
• Take reasonable measures to ensure that the data cannot be associated with an individual.
52
Id.
53
Id.
54
See 90 FR 58499.
55
See id. The EO does the following: (1) instructs the US Attorney General to create an AI Task Force within 30 days to
challenge state AI laws that are inconsistent with US policy; (2) instructs the Secretary of Commerce to conduct an
evaluation of existing state AI laws and publish the results; (3) takes steps to make states with onerous AI laws ineligible for
certain federal funds; (4) directs the Federal Communication Commission to determine whether a federal reporting and
disclosure standard for AI models should be adopted; and (5) directs the Federal Trade Commission to issue a policy
statement on whether state laws that require alterations to truthful outputs of AI models are preempted by federal law.
Additionally, the EO directs the Special Advisor for AI and Crypto, along with the Assistant to the President for Science and
Technology, to jointly prepare a legislative recommendation to establish a uniform AI policy framework – the EO states that
such framework must ensure that children are protected, censorship is prevented, copyrights are respected, and communities
are safeguarded.
56
Section 501.702(9), F.S., defines “controller” as a sole proprietorship, partnership, limited liability company, corporation,
association, or legal entity that meets the following requirements: (1) is organized or operated for the profit or financial
benefit of its shareholders or owners; (2) conducts business in Florida; (3) collects personal data about consumers, or is the
entity on behalf of which such information is collected; (4) determines the purposes and means of processing personal data
about consumers alone or jointly with others; (5) makes in excess of $1 billion in global gross annual revenues; and (5)
satisfies at least one of the following: (a) derives 50 percent or more of its global gross annual revenues from the sale of
advertisements online, including providing targeted advertising or the sale of ads online; (b) operates a consumer smart
speaker and voice command component service with an integrated virtual assistant connected to a cloud computing service
that uses hands-free verbal activation. For purposes of this sub-subparagraph, a consumer smart speaker and voice command
component service does not include a motor vehicle or speaker or device associated with or connected to a vehicle which is
operated by a motor vehicle manufacturer or a subsidiary or affiliate thereof; or (c) operates an app store or a digital
distribution platform that offers at least 250,000 different software applications for consumers to download and install.
BILL: SB 482 Page 9
• Maintain and use the data in deidentified form. A controller may not attempt to reidentify the
data, except that the controller may attempt to reidentify the data solely for the purpose of
determining whether its deidentification processes satisfy the requirements of s. 501.714, F.S.
• Contractually obligate any recipient of the deidentified data to comply with the Florida
Digital Bill of Rights.
• Implement business processes to prevent the inadvertent release of deidentified data.
Section 501.702(13), F.S., defines “deidentified data” as data that cannot reasonably be linked to
an identified or identifiable individual or a device linked to that individual.
The Florida Digital Bill of Rights may not be construed to require a controller or processor57 to
do any of the following:
• Reidentify deidentified data or pseudonymous data.
• Maintain data in an identifiable form or obtain, retain, or access any data or technology for
the purpose of allowing the controller or processor to associate a consumer request with
personal data.
• Comply with an authenticated consumer rights request under s. 501.705, F.S.,58 if the
controller:
o Is not reasonably capable of associating the request with the personal data or it would be
unreasonably burdensome for the controller to associate the request with the personal
data;
o Does not use the personal data to recognize or respond to the specific consumer who is
the subject of the personal data or associate the personal data with other personal data
about the same specific consumer; and
o Does not sell the personal data to a third party or otherwise voluntarily disclose the
personal data to a third party other than a processor, except as otherwise authorized.
Additionally, a controller that discloses deidentified data must exercise reasonable oversight to
monitor compliance with any contractual commitments to which the data or information is
subject and must take appropriate steps to address any breach of contractual commitments.59
Unauthorized Publication of Name or Likeness
Section 540.08, F.S., prohibits a person from publishing, printing, displaying or otherwise
publicly using for purposes of trade or any commercial or advertising purpose the name, portrait,
57
Section 501.702(24), F.S., defines “processor” as a person who processes personal data on behalf of a controller.
58
Section 501.705, F.S., provides that a consumer is entitled to the following upon request: (1) to confirm whether a
controller is processing the consumer’s personal data and to access the personal datal (2) to correct inaccuracies in the
consumer’s personal data, taking into account the nature of the personal data and the purposes of the processing of the
consumer’s personal data; (3) to delete any or all personal data provided by or obtained about the consumer; (4) to obtain a
copy of the consumer’s personal data in a portable and, to the extent technically feasible, readily usable format if the data is
available in a digital format; (5) to opt out of the processing of the personal data for purposes of targeted advertising, the sale
of personal data, or profiling in furtherance of a decision that produces a legal or similarly significant effect concerning a
consumer; (6) to opt out of the collection of sensitive data, including precise geolocation data, or the processing of sensitive
data; and (7) to opt out of the collection of personal data collected through the operation of a voice recognition or facial
recognition feature.
59
Section 540.714(4), F.S.
BILL: SB 482 Page 10
photograph, or other likeness of any natural person without the express written or oral consent to
such use given by:
• Such person; or
• Any other person, firm or corporation authorized in writing by such person to license the
commercial use of her or his name or likeness; or
• If such person is deceased, any person, firm or corporation authorized in writing to license
the commercial use of her or his name or likeness, or if no person, firm or corporation is
authorized, then by any one from among a class composed of her or his surviving spouse and
surviving children.60
If the appropriate consent is not obtained, the person whose name, portrait, photograph, or other
likeness is so used, or any person, firm, or corporation authorized by such person in writing to
license the commercial use of her or his name or likeness, or, if the person whose likeness is used
is deceased, any person, firm, or corporation having the right to give such consent, as provided
hereinabove, may bring an action to enjoin such unauthorized publication, printing, display or
other public use, and to recover damages for any loss or injury sustained by reason thereof,
including an amount which would have been a reasonable royalty, and punitive or exemplary
damages.61
If a person uses the name, portrait, photograph, or other likeness of a member of the armed
forces without obtaining the appropriate consent, a court may impose a civil penalty of up to
$1,000 per violation in addition to the other applicable civil remedies.62
The provisions of s. 540.08, F.S., do not apply to:
• The publication, printing, display, or use of the name or likeness of any person in any
newspaper, magazine, book, news broadcast or telecast, or other news medium or publication
as part of any bona fide news report or presentation having a current and legitimate public
interest and where such name or likeness is not used for advertising purposes;
• The use of such name, portrait, photograph, or other likeness in connection with the resale or
other distribution of literary, musical, or artistic productions or other articles of merchandise
or property where such person has consented to the use of her or his name, portrait,
photograph, or likeness on or in connection with the initial sale or distribution thereof; or
• Any photograph of a person solely as a member of the public and where such person is not
named or otherwise identified in or in connection with the use of such photograph.63
Florida’s AI Laws
Election-Related Use of Artificial Intelligence
The proliferation of Generative AI use and its outpacing of government regulation has created
concern among policymakers about its potentially negative effect on the electoral process.
60
Section 540.08(1), F.S.
61
Section 540.08(2), F.S.
62
Section 540.08(3), F.S. Each commercial transaction constitutes a violation.
63
Section 540.08(4), F.S. Additionally, s. 540.08(5), F.S., prohibits an action by reason of any publication, printing, display,
or other public use of the name or likeness of a person occurring after the expiration of 40 years from and after the death of
such person.
BILL: SB 482 Page 11
Specific concerns include, but are not limited to, voter misinformation by chatbots,64 phishing
scams on election officials through AI-generated voices, and the use of deepfakes65 to deceive
voters and damage political rivals. Over time, the use of AI may also erode trust in authentic
information.66
In 2024, the Legislature enacted a law to regulate the use of AI in political advertising.67 If a
political advertisement, an electioneering communication, or other miscellaneous advertisement
of a political nature contains images, video, audio, graphics, or other digital content created in
whole or in part with the use of Generative AI, if the generated content appears to depict a real
person performing an action that did not actually occur, and if the generated content was created
with intent to injure a candidate or to deceive regarding a ballot issue, the political
advertisement, electioneering communication, or other miscellaneous advertisement must
prominently state the following disclaimer: “Created in whole or in part with the use of
Generative Artificial Intelligence (AI).”68 Additionally, the disclaimer must:
• For a printed communication, be stated in bold font with a font size of at least 12 points.
• For a television or video communication, be clearly readable throughout the communication
and occupy at least 4 percent of the vertical picture height.
• For an Internet public communication that includes text or graphic components, be viewable
without the user taking any action and be large enough to be clearly readable.
• For any audio component of a communication, be at least 3 seconds in length and spoken in a
clearly audible and intelligible manner at either the beginning or the end of the audio
component of the communication.
• For a graphic communication, be large enough to be clearly readable but no less than 4
percent of the vertical height of the communication.69
Florida Elections Commission
The Florida Elections Commission (commission) has jurisdiction70 to investigate and determine
violations of campaign finance laws and other specified provisions of the Florida Election
64
IBM defines “chatbot” to mean a computer program that simulates human conversation with an end user (see What is a
Chatbot?, available at https://www.ibm.com/topics/chatbots (last visited Jan. 20, 2026)).
65
Although exact definitions of “deepfake” vary, all reflect a depiction of something that has not actually occurred. Merriam-
Webster, for example, defines “deepfake” to mean an image or recording that has been convincingly altered and manipulated
to misrepresent someone as doing or saying something that was not actually said or done (see https://www.merriam-
webster.com/dictionary/deepfake, last visited Jan. 20, 2026).
66
National Conference of State Legislatures, Challenges Ahead for Lawmakers Seeking to Legislate AI in Campaigns,
available at https://www.ncsl.org/state-legislatures-news/details/challenges-ahead-for-lawmakers-seeking-to-legislate-ai-in-
campaigns?utm_source=national+conference+of+state+legislatures&utm_term=0_-61bea1f450-
%5blist_email_id%5d&utm_campaign=8fbf8e40e8-canvass-jan-4&utm_medium=email (last visited Jan. 20, 2026).
67
Ch. 2024-126, Laws of Fla.
68
Section 106.145(2), F.S.
69
Section 106.145(3), F.S.
70
For the purposes of commission jurisdiction, a violation means the willful performance of an act prohibited by ch. 104 or
106, F.S., or the willful failure to perform an act required by such chapters. Willfulness is a determination of fact. Section
106.25(3), F.S.
BILL: SB 482 Page 12
Code71 upon receipt of a report by the Division of Elections72 or a sworn complaint.73 Upon a
finding of a violation of one of the laws under its jurisdiction, the commission, or in cases
referred to the Division of Administrative Hearings, an administrative law judge, may impose
fines up to $2,500 per count.74
Florida’s Age Verification Law
In 2024, the Legislature enacted laws to require age verification for online access to materials
that are harmful to minors.75
Florida law requires a commercial entity that knowingly and intentionally publishes or
distributes material harmful to minors on a website or application, if the website or application
contains a substantial portion of material harmful to minors to use either anonymous age
verification or standard age verification to verify that the age of a person attempting to access the
material is 18 years of age or older and prevent access to the material by a person younger than
18 years of age.76
“Standard age verification” means any commercially reasonable method of age verification
approved by the commercial entity.77
Any violation of the age verification law is deemed an unfair and deceptive trade practice, and
the Department of Legal Affairs (department) has enforcement authority. In addition to the
remedies under the Florida Deceptive and Unfair Trade Practices Act, the department may
collect a civil penalty of up to $50,000 per violation and reasonable attorney fees and court costs
for a violation by a third party.78 A commercial entity that violates the age verification
requirement is liable to the minor for such access, including court costs and reasonable attorney
fees as ordered by the court. Claimants may be awarded up to $10,000 in damages. A civil action
for a claim under this paragraph must be brought within 1 year from the date the complainant
knew, or reasonably should have known, of the alleged violation.79
Florida law defines the term “anonymous age verification” as a commercially reasonable method
used by a government agency or a business for the purpose of age verification which is
conducted by a nongovernmental, independent third party organized under the laws of a state of
the United States which:
• Has its principal place of business in a state of the United States; and
71
Section 106.25(2), F.S. The commission is housed within the Department of Legal Affairs, but is not subject to the
department’s control, supervision, or direction. Section 106.24(1), F.S.
72
The Division of Elections is an administrative unit of the Department of State. Section 97.021(9), F.S.
73
Section 106.25(4), F.S.
74
Section 106.265, F.S. The fine may be multiplied by a factor of 3, not to exceed $7,500, after a person commits three
counts of the same category of offense. If applicable, the commission or administrative law judge may instead impose a civil
penalty as provided in s. 104.271 or s. 106.19, F.S.
75
Ch. 2024-42, Laws of Fla.
76
Section 501.1737, F.S.
77
Section 501.1737, F.S., defines “commercial entity” as a corporation, a limited liability company, a partnership, a limited
partnership, a sole proprietorship, and any other legally recognized entity.
78
Id.
79
Id.
BILL: SB 482 Page 13
• Is not owned or controlled by a company formed in a foreign country, a government of a
foreign country, or any other entity formed in a foreign country.80
A third party conducting anonymous age verification:
• May not retain personal identifying information used to verify age once the age of an account
holder or a person seeking an account has been verified;
• May not use personal identifying information used to verify age for any other purpose;
• Must keep anonymous any personal identifying information used to verify age; and
• Must protect personal identifying information used to verify age from unauthorized or illegal
access, destruction, use, modification, or disclosure through reasonable security procedures
and practices appropriate to the nature of the personal information.81
Protection of Children in Online Spaces Law
Florida law provides that any online service, product, game, or feature likely to be predominantly
accessed by children under 18 years of age may not, except under certain situations:
• Process the personal information of any child if the platform has actual knowledge or
willfully disregards that the processing may result in substantial harm or privacy risk to
children.
• Profile a child.
• Collect, sell, share, or retain any personal information that is not necessary to provide an
online service, product, or feature with which a child is actively and knowingly engaged.
• Use a child’s personal information for any unstated reason.
• Collect, sell, or share any precise geolocation of data of children.
• Use dark patterns to:
o Lead or encourage children to provide personal information beyond what personal
information would otherwise be reasonably expected to be provided for that online
service, product, game or feature.
o Forego privacy protections.
o Take any action that the online platform has actual knowledge of or willfully disregards
that may result in substantial harm or privacy risk to children.
• Use collected information to estimate age or age range for any other purpose or retain that
personal information longer than necessary to estimate age.82
In 2024, the Legislature enacted a law to prohibit children under the age of 14 from creating a
social media account.83 A social media platform must do the following:
• Terminate any account held by an account holder younger than 14 years of age, including
accounts that the social media platform treats or categorizes as belonging to an account
holder who is likely younger than 14 years of age for purposes of targeting content or
advertising, and provide 90 days for an account holder to dispute such termination.
• Allow an account holder younger than 14 years of age to request to terminate the account.
80
Section 501.1738, F.S.
81
Id.
82
Section 501.1735, F.S.
83
Ch. 2024-42, Laws of Fla.
BILL: SB 482 Page 14
• Allow the confirmed parent or guardian of an account holder younger than 14 years of age to
request that the minor’s account be terminated. Termination must be effective within 10
business days after such request.
• Permanently delete all personal information held by the social media platform relating to the
terminated account, unless there are legal requirements to maintain such information.84
A social media platform must prohibit a minor who is 14 or 15 years of age from entering into a
contract with a social media platform to become an account holder, unless the minor’s parent or
guardian provides consent for the minor to become an account holder.85
A social media platform must do the following:
• Terminate any account held by an account holder who is 14 or 15 years of age, including
accounts that the social media platform treats or categorizes as belonging to an account
holder who is likely 14 or 15 years of age for purposes of targeting content or advertising, if
the account holder’s parent or guardian has not provided consent for the minor to create or
maintain the account. The social media platform must provide 90 days for an account holder
to dispute such termination. Termination must be effective upon the expiration of the 90 days
if the account holder fails to effectively dispute the termination.
• Allow an account holder who is 14 or 15 years of age to request to terminate the account.
Termination must be effective within 5 business days after such request.
• Allow the confirmed parent or guardian of an account holder who is 14 or 15 years of age to
request that the minor’s account be terminated. Termination must be effective within 10
business days after such request.
• Permanently delete all personal information held by the social media platform relating to the
terminated account, unless there are legal requirements to maintain such information.86
Any knowing or reckless violation of s. 501.1736(2) or (3), F.S., is deemed an unfair and
deceptive trade practice, and the department has enforcement authority.87 In addition to the
remedies under the Florida Deceptive and Unfair Trade Practices Act, the department may
collect a civil penalty of up to $50,000 per violation and reasonable attorney fees and court costs
for a violation by a third party.88 When the social media platform’s failure to comply with the
requirements is a consistent pattern of knowing or reckless conduct, punitive damages may be
assessed against the social media platform.89
A social media platform that knowingly or recklessly violates s. 501.1736(2) or (3), F.S., is liable
to the minor account holder, including court costs and reasonable attorney fees as ordered by the
court. Claimants may be awarded up to $10,000 in damages. A civil action for a claim must be
84
Section 501.1736, F.S.
85
Id.
86
Section 501.1736(4), F.S., provides that if a court enjoins the enforcement of this section, then this section should be
severed and s. 501.1736(4), F.S., will take effect, which prohibits a minor who is 14 or 15 years of age from entering into a
contract with a social media platform to become an account holder.
87
Section 501.1736, F.S.
88
Id.
89
Id.
BILL: SB 482 Page 15
brought within 1 year from the date the complainant knew, or reasonably should have known, of
the alleged violation.90
Litigation Status
In October of 2024, the Computer and Communications Industry Association and NetChoice
(Association) filed a lawsuit in the U.S. District Court for the Northern District of Florida to
challenge Florida’s social media law that among other requirements, requires certain social
media platforms to prohibit minors under age 14 from becoming an account holder or
maintaining an account on such platforms, and in June of 2025, the district court granted the
Association’s motion for a preliminary injunction.91 Florida appealed this decision and requested
that the Eleventh Circuit “stay” the injunction to allow the law to take effect while the appeal
continues.92 In November of 2025, the Eleventh Circuit granted Florida’s motion for a “stay,”
which allows Florida to enforce the law while the appeal proceeds.93 The case is currently
pending before the Eleventh Circuit.94
Florida Deceptive and Unfair Trade Practices Act (FDUTPA)
The FDUTPA is a consumer and business protection measure that prohibits unfair methods of
competition, and unconscionable, deceptive, or unfair acts or practices in the conduct of trade or
commerce.95 The FDUTPA was modeled after the Federal Trade Commission Act.96
The Department of Legal Affairs (DLA) or the state attorney’s office in the judicial circuit
affected or where the violation occurs may bring actions on behalf of consumers or governmental
entities when it serves the public interest.97 The state attorney’s office may enforce violations of
the FDUTPA if the violations take place within its jurisdiction.
The DLA has enforcement authority when:
• The violation is multi-jurisdictional;
• The state attorney defers to the DLA in writing; or
• The state attorney fails to act within 90 days after a written complaint is filed.98
In certain circumstances, consumers may also file suit through private actions.99
90
Id.
91
CCIA & NetChoice v. Uthmeier, 2025 WL 1570007 (N.D. Fla. June 3, 2025).
92
CCIA & NetChoice v. Uthmeier, 2025 WL 3458571 (11th Cir. 2025).
93
Id.
94
Id.
95
Section 501.202, F.S.
96
See 15 U.S.C. s. 45.
97
Sections 501.203(2) and 501.207(1)(c) and (2), F.S.; see also David J. Federbush, FDUTPA for Civil Antitrust Additional
Conduct, Party, and Geographic Coverage; State Actions for Consumer Restitution, 76 FLA. BAR J. 52 (Dec. 2002), available
at https://www.floridabar.org/the-florida-bar-journal/fdutpa-for-civil-antitrust-additional-conduct-party-and-geographic-
coverage-state-actions-for-consumer-restitution/ (analyzing the merits of FDUPTA and the potential for deterrence of
anticompetitive conduct in Florida) (last visited Jan. 20, 2026).
98
Section 501.203(2), F.S.
99
Section 501.211, F.S.
BILL: SB 482 Page 16
The DLA and the state attorney’s office have powers to investigate the FDUTPA claims, which
include:100
• Administering oaths and affirmations;
• Subpoenaing witnesses or matter; and
• Collecting evidence.
The DLA and the state attorney’s office may seek the following remedies:101
• Declaratory judgments;
• Injunctive relief;
• Actual damages on behalf of consumers and businesses;
• Cease and desist orders;102 and
• Civil penalties of up to $10,000 per willful violation.103
The FDUTPA may not be applied to certain entities in certain circumstances, including:104
• Any person or activity regulated under laws administered by the Office of Insurance
Regulation or the Department of Financial Services; and
• Banks, credit unions, and savings and loan associations regulated by the Office of Financial
Regulation or federal agencies.
III. Effect of Proposed Changes:
Government Contracting
Section 1 amends s. 287.138, F.S., which prohibits a governmental entity from contracting with
entities of foreign countries of concern under certain circumstances. The bill defines “artificial
intelligence” as an engineered or machine-based system that varies in its level of autonomy and
that can, for explicit or implicit objectives, infer from the input it receives how to generate
outputs that influence physical or virtual environments.
Beginning July 1, 2026, a governmental entity may not extend or renew a contract with an entity
for artificial intelligence technology, software, or products, including as a portion or an option to
the products or services provided under contracts if:
• The entity is owned by the government of a foreign country of concern;
• A government of a foreign country of concern has a controlling interest in the entity; or
• The entity is organized under the laws of or has its principal place of business in a foreign
country of concern.
Beginning July 1, 2026, a governmental entity may not accept a bid on, a proposal for, or a reply
to, or enter into a contract with, an entity to provide artificial intelligence technology software, or
products, including as a portion or an option to the products or services provided under the
100
Section 501.206(1), F.S.
101
Sections 501.207(1), 501.208, and 501.2075, F.S. Civil Penalties are deposited into general revenue. Enforcing authorities
may also request attorney fees and costs of investigation or litigation. Section 501.2105, F.S.
102
Section 501.208, F.S.
103
Section 501.2075, F.S.
104
Section 501.212(4), F.S.
BILL: SB 482 Page 17
contract, unless the entity provides the governmental entity with a signed affidavit that is signed
by an officer or representative of the entity under penalty of perjury attesting that the entity is not
owned by the government of a foreign country of concern, a government of a foreign country of
concern does not have a controlling interest in the entity, or the entity is not organized under the
laws or have its principle place of business in a foreign country of concern.
The Artificial Intelligence Bill of Rights
Sections 2 and 3 creates part IX of ch. 501, F.S., to be entitled the “Artificial Intelligence Bill of
Rights.”
Section 4 creates s. 501.9982, F.S., to enumerate the rights Floridians have relating to the use of
artificial intelligence:
• The right to use artificial intelligence to improve their own lives and the lives of family
members, fellow residents, and the world at large in accordance with the law.
• The right to supervise, access, limit, and control their minor children’s use of artificial
intelligence.
• The right to know whether they are communicating with a human being or an artificial
intelligence system, program, or chatbot.
• The right to know if artificial intelligence technology companies are collecting personal
information or biometric data, and the right to expect artificial technology companies to
protect and deidentify that information or data in accordance with the law.
• The right to pursue civil remedies authorized by law against persons who use artificial
intelligence to appropriate the name, image, or likeness of others for commercial purposes
without consent.
• The right to be protected by law from criminal acts, such as fraud, exploitation, identity theft,
stalking, and cyberbullying, regardless of whether artificial intelligence is used in the
commission of those acts.
• The right to be protected by law from criminal acts relating to the alteration of existing
images to create sexual or lewd or lascivious images or child pornography, regardless of
whether artificial technology is used in the commission of those acts.
• The right to know whether political advertisements, electioneering communications, or
similar advertisements were created in whole or in part with the use of artificial intelligence.
• The right to pursue civil remedies authorized by law against others who use artificial
intelligence to slander, libel, or defame them.
The bill provides that ″Floridians may exercise the aforementioned rights in accordance with
existing law, and such rights may not be construed as creating new or independent rights or
entitlements.″
Definitions
Section 5 provides the following definitions, which apply to the sections of law that create the
“Artificial Intelligence Bill of Rights:”
• “Account holder” means an individual who opens an account or creates a profile or is
identified by the companion chatbot platform by a unique identifier while he or she is using
BILL: SB 482 Page 18
or accessing the platform, if the platform knows or has reason to believe the individual is a
resident of Florida.
• “Artificial Intelligence” means an engineered or machine-based system that varies in its level
of autonomy and that can, for explicit or implicit objectives, infer from the input it receives
how to generate outputs that influence physical or virtual environments.
• “Artificial intelligence technology company” means a business or organization that produces,
develops, creates, designs, or manufactures artificial intelligence technology or products,
collects data for use in artificial intelligence products, or implements artificial intelligence
technology.
• “Bot” means an automated online software application in which all or substantially all of the
actions or posts of the account are not the result of a natural person.
• “Companion chatbot” means an artificial intelligence system with a natural language
interface that provides adaptive, human-like responses to user inputs and is capable of
meeting a user’s social needs, including by exhibiting anthropomorphic features and being
able to sustain a relationship across multiple interactions. The term does not include:
o A chatbot used only for customer service, a business’s operational purposes, productivity
and analysis related to source information, internal research, or technical assistance;
o A chatbot that is a feature of a video game and is limited to replies related to the video
game and does not discuss topics related to mental health, self-harm, or material harmful
to minor or maintain a dialogue on other topics unrelated to the video game; or
o A stand-alone consumer electronic device that functions as a speaker and voice command
interface, acts as a voice-activated virtual assistant, and does not sustain a relationship
across multiple interactions or generate outputs likely to elicit emotional responses in the
user.
• “Companion chatbot platform” means a platform that allows a user to engage with
companion chatbots.
• “Deidentified data” means data that cannot reasonably be linked to an identified or
identifiable individual or a device linked to that individual.
• “Department” means the Department of Legal Affairs (DLA).
• “Material harmful to minors” has the same meaning as in s. 501.1737(1), F.S.
• “Operator” means a person who owns, operates, or otherwise makes available a bot to
individuals in Florida.
• “Pop-up” means a visible notification on the computer, tablet, or smartphone screen of a user
which may be resolved if the user interacts with or responds to the notification.
• “Resident” means an individual who has resided in Florida for more than 6 months during
the preceding 12-month period.
• “User” means an individual who resides or is domiciled in Florida and who accesses an
Internet website, online or cloud-computing service, online application, or mobile
application.
• “Video game” means a game played on an electronic amusement device that uses a
computer, microprocessor, or similar electronic circuitry and its own monitor, or is designed
to be used with a television set or a computer monitor, to interact with the user of the device.
Companion Chatbot Use for Minors
Section 6 creates s. 501.9984, F.S., which provides regulations pertaining to the use of
companion chatbots by minors.
BILL: SB 482 Page 19
The bill requires a companion chatbot platform to prohibit a minor from entering into a contract
with the platform to become an account holder or from maintaining an existing account, unless
the minor’s parent or guardian provides consent for the minor to become an account holder or
maintain an existing account.
If the parent or guardian of a minor provides consent for the minor to become an account holder
or maintain an existing account, the companion chatbot platform must allow the consenting
parent or guardian of the minor account holder to:
• Receive copies of all past or present interactions between the account holder and the
companion chatbot;
• Limit the amount of time that the account holder may interact with the companion chatbot
each day;
• Limit the days of the week and the times during the day when the account holder may
interact with the companion chatbot;
• Disable any of the interactions between the account holder and third-party account holders on
the companion chatbot platform; and
• Receive timely notifications if the account holder expresses to the companion chatbot a
desire or an intent to engage in self-harm or to harm others.
The bill requires a companion chatbot platform to do all of the following;
• Terminate any account belonging to an account holder who is a minor if the companion
chatbot platform treats or categorizes the account as belonging to a minor for purposes of
targeting content or advertising and if the minor’s parent or guardian has not provided
consent for the minor to become an account holder or to maintain an existing account;105
• Allow an account holder who is a minor to request to terminate the account;106
• Allow the consenting parent or guardian of an account holder who is a minor to request the
minor’s account be terminated;107 and
• Permanently delete all personal information held by the companion chatbot platform relating
to the terminated account, unless state or federal law requires the platform to maintain the
information.
In connection with all accounts held by account holders who are minors, the bill requires a
companion chatbot platform to do all of the following:
• Disclose to the account holder that he or she is interacting with artificial intelligence;
• Provide by default a clear and conspicuous notification to the account holder, at the
beginning of companion chatbot interactions and at least once every hour during continuing
interactions, reminding the minor to take a break and that the companion chatbot is
artificially generated and not human; and
105
The bill requires the companion chatbot platform to provide 90 days for the account holder to dispute the termination.
Termination must be effective upon the expiration of the 90 days if the account holder fails to effectively dispute the
termination.
106
The bill provides that termination must be effective within 5 business days after the request.
107
The bill requires to termination to be effective within 10 business days after the request.
BILL: SB 482 Page 20
• Institute reasonable measures to prevent its companion chatbot from producing or sharing
materials harmful to minors or encouraging the account holder to engage in any of the
content described or depicted in materials harmful to minors.
Enforcement and Penalties
The bill establishes that a knowing or reckless violation of the section regulating companion
chatbot use for minors is deemed a deceptive or unfair trade practice or act actionable under part
II of ch. 501, F.S., solely by the DLA against a companion chatbot platform. The DLA is also
given enforcement authority.
In addition to the other remedies under the FDUTPA, the DLA is authorized to collect a civil
penalty of up to $50,000 per violation and reasonable attorney fees and court costs.108 If there is
a consistent pattern of knowing or reckless conduct, punitive damages may be assessed against a
companion chatbot platform.
A companion chatbot platform that knowingly or recklessly violates this section is liable to a
minor account holder for up to $10,000 in damages, as well as court costs and reasonable
attorney fees as ordered by the court.109 A civil claim must be brought within 1 year after the
date the complainant knew, or reasonably should have known, of the alleged violation.
For the purposes of bringing an action under the section of the bill regulating companion chatbot
use for minors, a companion chatbot platform that allows a minor account holder in Florida to
create an account on the platform is considered to be both in substantial and not isolated
activities within Florida and operating, conducting, engaging in, or carrying on business in
Florida, and is therefore subject to the jurisdiction of the courts of Florida.
The bill establishes that if a companion chatbot platform allows a minor account holder to use
the companion chatbot platform, the parties have entered into a contract.
The bill grants rulemaking authority to the DLA.
Consumer protections Regarding Bots
Section 7 creates s. 501.9985, F.S., to provide protection to consumers that engage with bots.
The bill requires an operator to display a pop-up message notifying users that they are not
engaging with a human counterpart at the beginning of an interaction between a user and a bot,
and at least once every hour during the interaction.
108
The bill provides that for the purpose of bringing an action pursuant to this section, ss. 501.211 and 501.212, F.S., do not
apply. Section 501.211, F.S., provides for individual remedies under the FDUTPA, and s. 501.212, F.S., provides for
application of the FDUTPA.
109
The bill provides that an action brought under s. 501.9984(4), F.S., may only be brought on behalf of a minor account
holder.
BILL: SB 482 Page 21
Enforcement and Penalties
A violation of the section of the bill providing protection to consumers that engage with bots is
deemed a deceptive or unfair trade practice or act actionable under part II of ch. 501, F.S., solely
by the DLA on behalf of a user of a bot.110 The DLA is also given enforcement authority, and in
addition to any other remedy under part II of ch. 501, F.S., the DLA may collect a civil penalty
of up to $50,000 per violation, as well as reasonable attorney fees and court costs.
For the purpose of bringing an action pursuant to the section of the bill providing protection to
consumers that engage with bots, a person who meets the definition of an operator that owns,
operates, or otherwise makes available a bot to individuals in Florida is considered to be both
engaged in substantial and not isolated activities within Florida and operating, conducting,
engaging in, or carrying on a business and doing business in Florida, and is therefore subject to
the jurisdiction of the courts of Florida.
The bill grants rulemaking authority to the DLA.
Deidentified Data
Section 8 of the bill prohibits an artificial technology company from selling or disclosing
personal information of users unless the information is deidentified data. The bill defines
“deidentified data” as data that cannot reasonably be linked to an identified or identifiable
individual or device linked to that individual.
The bill requires an artificial intelligence technology company in possession of deidentified data
to do all of the following:
• Take reasonable measures to ensure that the data cannot be associated with an individual;
• Maintain and use the data in deidentified form;111
• Contractually obligate a recipient of the deidentified data to comply with the section of the
bill prohibiting the sell or disclosure of user’s information unless such information is
deidentified data; and
• Implement business processes to prevent the inadvertent release of deidentified data.
Enforcement and Penalties
A violation of the section of the bill prohibiting the sell or disclosure of user’s information unless
such information is deidentified data is deemed a deceptive or unfair trade practice or act
actionable under part II of ch. 501, F.S., solely by the DLA.112 The DLA is also given
enforcement authority, and in addition to any other remedy under part II of ch. 501, F.S., the
110
The bill provides that for the purpose of bringing an action pursuant to this section, ss. 501.211 and 501.212, F.S., do not
apply. Section 501.211, F.S., provides for individual remedies under the FDUTPA, and s. 501.212, F.S., provides for
application of the FDUTPA.
111
The bill provides that an artificial intelligence technology company may not attempt to reidentify the data, except the
company may attempt to reidentify the data solely for the purpose of determining whether its deidentification processes
satisfy the requirements of this section of the bill.
112
The bill provides that for the purpose of bringing an action pursuant to this section, ss. 501.211 and 501.212, F.S., do not
apply. Section 501.211, F.S., provides for individual remedies under the FDUTPA, and s. 501.212, F.S., provides for
application of the FDUTPA.
BILL: SB 482 Page 22
DLA may collect a civil penalty of up to $50,000 per violation, as well as reasonable attorney
fees and court costs.
For the purpose of bringing an action pursuant to the section of the bill prohibiting the sell or
disclosure of user’s information unless such information is deidentified data, a person who meets
the definition of an artificial intelligence technology company that produces, develops, creates,
designs, or manufacturers artificial intelligence technology or products, collects data for use in
artificial intelligence products, or implements artificial technology in Florida is considered to be
both engaged in substantial and not isolated activities within Florida and operating, conducting,
engaging in, or carrying on a business, and doing business in Florida, and is therefore subject to
the jurisdiction of the courts of Florida.
The bill grants rulemaking authority to the DLA.
Ivestigations by the DLA
Section 9 of the bill creates s. 501.9987, F.S., to provide guidelines for investigations by the
DLA. If, by its own inquiry or as a result of complaints, the DLA has reason to believe that a
person has engaged in, or is engaging in, a practice or an act that violates the Artificial
Intelligence Bill of Rights, the DLA may administer oaths and affirmations, subpoena witnesses
or matter, and collect evidence.
Within 5 days, excluding weekends and legal holidays, after service of a subpoena or at any time
before the return date specified in the subpoena, whichever time period is longer, the party
served may file a petition for an order modifying or setting aside the subpoena. The petitioner
may raise any objection or privilege that would be available upon service of a subpoena in a civil
action. Additionally, the subpoena must inform the party served of the party’s rights under the
section of the bill providing guidelines for investigations by the DLA.
If the matter that the DLA seeks to obtain by subpoena is located outside of Florida, the person
subpoenaed may make the matter available to the DLA or its representative at the place where it
is located. The DLA may designate representatives, including officials of the state in which the
matter is located, to inspect the matter on its behalf and respond to similar requests from officials
of other states.
The bill also authorizes the DLA to request that a person who refuses to comply with a subpoena
on the grounds that the testimony or matter may be self-incriminating be ordered by the court to
provide the testimony or matter. Except for prosecution for perjury, a person who complies with
a court order to provide testimony or matter after asserting a valid privilege against self-
incrimination may not have the testimony or matter so provided, or evidence deprived from the
testimony or matter, received against the person in any criminal investigation or proceeding.
A person whom a subpoena is served pursuant to an investigation under the Artificial
Intelligence Bill of Rights must comply with its terms unless otherwise provided by order of the
court. A person who fails to appear, with the intent to avoid, evade, or prevent compliance in
whole or in part with an investigation under the Artificial Intelligence Bill of Rights, or who
removes from any place, conceals, withholds, mutilates, alters, or destroys, or by any other
BILL: SB 482 Page 23
means falsifies any documentary material in the possession, custody, or control of a person
subject to subpoena, or who knowingly conceals relevant information with the intent to avoid,
evade, or prevent compliance, is liable for a civil penalty of not more than $5,000 per week in
violation, reasonable attorney fees, and costs.
The bill grants rulemaking authority to the DLA.
Unauthorized Publication of Name, Image, or Likeness
Section 10 of the bill amends s. 540.08, F.S., to prohibit a person from publishing, printing,
displaying, or otherwise publicly using for trade or for any commercial or advertising purpose
the name, portrait, photograph, image, or other likeness of an individual created through
generative artificial intelligence without the express written or oral consent to such use. Such
consent may be given by any of the following:
• The individual;
• Any other person authorized in writing by the individual to license the commercial use of the
individual’s name, image, or likeness; or
• If the individual is deceased, a person authorized in writing to license the commercial use of
the individual’s name, image, or likeness, or if a person is not authorized, any one individual
from a class composed of the deceased individual’s surviving spouse and surviving
children.113
The bill provides the following definitions:
• “Generative artificial intelligence” means a machine-based system that can, for a given set of
human-defined objectives, emulate the structure and characteristics of input data in order to
generate derived synthetic content, including images, videos, audio, text, and other digital
content.
• “Person” has the same meaning as in s. 1.01(3), F.S., but also includes a government or a
governmental subdivision, agency, instrumentality, or public corporation.114
• “Servicemember” has the same meaning as in s. 250.01, F.S., and includes any officer or
enlisted member who died from service-connected causes while on active duty.115
• “Surviving children” means an individual’s immediate offspring and any children legally
adopted by the individual.
• “Surviving spouse” means an individual’s surviving spouse under the law of the individual’s
domicile at the time of the individual’s death, regardless of whether the spouse later
remarried.
The bill adds “image” throughout s. 540.08, F.S., to provide that a person is prohibited from
publishing, printing, displaying, or otherwise publicly using for the purpose of trade or for any
commercial or advertising purpose the name, portrait, photograph, image, or other likeness of an
individual without express written or oral consent.
113
The bill provides that a legal parent or guardian my give consent on behalf of a minor surviving child.
114
Section 1.01(3), F.S., defines “person” as including individuals, children, firms, associations, joint adventures,
partnerships, estates, trusts, business trusts, syndicates, fiduciaries, corporations, and all other groups or combinations.
115
Section 250.01, F.S., defines “servicemember” as any person serving as a member of the United States Armed Forces on
active duty or state active duty and all members of the Florida National Guard and United States Reserve Forces.
BILL: SB 482 Page 24
The bill changes “person” to “individual” throughout s. 540.08, F.S.
The bill clarifies that a legal parent or guardian may give consent on behalf of a minor surviving
child.
Incorporating Changes and Effective Date
Sections 11 and 12 of the bill amend ss. 540.10 and 743.08, F.S., to incorporate the changes
made to s. 540.08, F.S.
Section 13 of the bill provides an effective date of July 1, 2026.
IV. Constitutional Issues:
A. Municipality/County Mandates Restrictions:
None.
B. Public Records/Open Meetings Issues:
None.
C. Trust Funds Restrictions:
None.
D. State Tax or Fee Increases:
None.
E. Other Constitutional Issues:
Article VI, Paragraph 2 of the U.S. Constitution, commonly referred to as the Supremacy
Clause, establishes that the federal constitution, and federal law generally, take
precedence over state laws and constitutions. The Supremacy Clause also prohibits states
from interfering with the federal government’s exercise of its constitutional powers and
from assuming any functions that are exclusively entrusted to the federal government. It
does not, however, allow the federal government to review or veto state laws before they
take effect.116
The First Amendment to the U.S. Constitution guarantees that “Congress shall make no
law ... abridging the freedom of speech.”117 Generally, “government has no power to
restrict expression because of its message, its ideas, its subject matter, or its content.”118
116
Cornell Law School, Legal Information Institute, Supremacy Clause, https://www.law.cornell.edu/wex/supremacy_clause
(last visited Jan. 20, 2026).
117
U.S. CONST. amend. I.
118
Police Dept. of City of Chicago v. Mosley, 408 U.S. 92, 95 (1972).
BILL: SB 482 Page 25
The rights guaranteed by the First Amendment apply with equal force to state
governments through the due process clause of the Fourteenth Amendment.119
In most circumstances, these protections “are no less applicable when government seeks
to control the flow of information to minors”120 as states do not possess “a free-floating
power to restrict the ideas to which children may be exposed.”121
Many of the questions regarding the constitutionality of age verification laws may
concern whether such laws are sufficiently narrow to avoid inhibiting more speech than
necessary. The degree of tailoring required may vary depending on whether a given law
is content-based or content-neutral. In both circumstances, a law’s constitutionality
depends on several factors, including the:
• Strength of the government’s interest.
• Amount of protected speech that the law directly or indirectly restricts.
• Availability of less speech-restrictive alternatives.122
Content-neutral regulations on free speech are legitimate if they advance important
governmental interests that are not related to suppression of free speech, do so in a way
that is substantially related to those interests, and do not substantially burden more speech
than necessary to further those interests.123
The U.S. Supreme Court regards content-based laws, which limit communication because
of the message it conveys, as presumptively unconstitutional.124 Such a law may be
justified only if the government shows that the law is required to promote a compelling
state interest and that the least restrictive means have been chosen to further that
articulated interest.125
In general, the U.S. Supreme Court has held that requiring adults to prove their age to
access certain content is an unconstitutional, content-based limit on free speech, when
there are less restrictive means to curb access to minors, such as filters and parental
controls.126
According to Justice O’Connor’s Reno dissent, because technology was insufficient for
ensuring that minors could be excluded while still providing adults full access to
protected content, the age verification provision was viewed as ultimately
119
U.S. CONST. amend. XIV; see also FLA. CONST., art. I.
120
Erznoznik v. City of Jacksonville, 422 U.S. 205, 214 (1975).
121
Brown v. Ent. Merchants Ass’n, 564 U.S. 786, 794 (2011).
122
Eric N. Holmes, Congressional Research Service, Online Age Verification (Part III): Select Constitutional Issues (CRS
Report No. LSB11022, August 17, 2023), available at https://crsreports.congress.gov/product/pdf/LSB/LSB11022.
123
Turner Broadcasting System, Inc. v. F.C.C., 520 U.S. 180,189 (U.S. 1997).
124
Reed v. Town of Gilbert, 576 U.S. 155, 163 (2015).
125
Sable Commc’s of California, Inc. vs. F.C.C., 492 U.S. 115, 126 (1989).
126
Reno v. Am. C. L. Union, 521 U.S. 844, 874 (1997); Ashcroft v. American Civil Liberties Union, 542 U.S. 656, 666
(2004); Ronald Kahn, Reno v. American Civil Liberties Union (1997), Free Speech Center at Middle Tennessee State
University, Dec. 15, 2023, https://firstamendment.mtsu.edu/article/reno-v-american-civil-liberties-union/.
BILL: SB 482 Page 26
unconstitutional; however, she contemplated the possibility that future technological
advances may allow for a constitutionally sound age verification law.127
In June of 2025, the U.S. Supreme Court upheld a Texas law that requires commercial
pornography websites to verify the age of their users.128 The court applied intermediate
scrutiny and upheld the law as constitutional because it merely imposes an incidental
burden on adults’ protected speech while serving the state’s important interest in
shielding children from harmful content.129
Experts assert that age verification systems have progressed considerably from a
generation ago when the U.S. Supreme Court held that age verification methods often
failed and were too burdensome for law-abiding adults.130 Currently, there are numerous
minimally invasive verification techniques that do not require sharing any age
verification information at all with social media platforms.131
Additionally, in determining whether laws requiring age verification to access social
media platforms unconstitutionally restrict free speech, courts have found that even if
“the state has the power to enforce parental prohibitions it does not follow that the state
has the power to prevent children from hearing or saying anything without their parents’
prior consent.”132 Moreover:
[A]ge-verification requirements are more restrictive than policies enabling
or encouraging users (or their parents) to control their own access to
information, whether through user-installed devices and filters or
affirmative requests to third-party companies. “Filters impose selective
restrictions on speech at the receiving end, not universal restrictions at the
source.” And “[u]nder a filtering regime, adults ... may gain access to speech
they have a right to see without having to identify themselves[.]” Similarly,
the State could always “act to encourage the use of filters ... by parents” to
protect minors.133
127
Reno, 521 U.S. at 886-91 (O’Connor concurring in part and dissenting in part). The court also considered overbreadth and
vagueness arguments, and determined that the Communications Decency Act of 1996 was too broad and vague. Id. at 883-84.
128
Free Speech Coalition, Inc. v. Paxton, 606 U.S. 461 (2025).
129
Id. See also Computer & Communications Industry Association v. Uthmeier, 95 F.4th 1022 (11th Cir. 2025), where the
U.S. Court of Appeals for the Eleventh Circuit stayed the district court’s preliminary injunction, and thus Florida’s law that
prohibits minors under 14 from having social media accounts and requires parental consent for 14- and 15-year-olds can be
enforced while the appeal proceeds.
130
Broadband Breakfast, Improved Age Verification Allows States to Consider Restricting Social Media, Nov. 20, 2023,
https://broadbandbreakfast.com/2023/11/improved-age-verification-allows-states-to-consider-restricting-social-media/; Reno,
521 U.S. at 886 (1997); Ashcroft, 542 U.S. at 666.
131
The Federalist Society, Age Verification for Social Media: A Constitutional and Reasonable Regulation, Aug. 7, 2023,
https://fedsoc.org/commentary/fedsoc-blog/age-verification-for-social-media-a-constitutional-and-reasonable-regulation.
132
NetChoice, LLC v. Yost, 2024 WL 104336, *8 (S.D. Ohio Jan. 9, 2024) (internal citations and quotations omitted).
133
NetChoice, LLC v. Griffin, 2023 WL 5660155, *21 (W.D. Ark. Aug. 31, 2023) (internal citations omitted).
BILL: SB 482 Page 27
V. Fiscal Impact Statement:
A. Tax/Fee Issues:
None.
B. Private Sector Impact:
Companion chatbot platforms, operators, and artificial intelligence technology companies
will be required to implement the provisions of the bill.
C. Government Sector Impact:
None.
VI. Technical Deficiencies:
None.
VII. Related Issues:
None.
VIII. Statutes Affected:
This bill creates the following sections of the Florida Statutes: 501.9981, 501.9982, 501.9983,
501.9984, 501.9985, 501.9986, 501.9987.
The bill substantially amends the following sections of the Florida Statutes: 287.138, 540.08,
540.10, 743.08.
IX. Additional Information:
A. Committee Substitute – Statement of Changes:
(Summarizing differences between the Committee Substitute and the prior version of the bill.)
None.
B. Amendments:
None.
This Senate Bill Analysis does not reflect the intent or official position of the bill’s introducer or the Florida Senate.
Florida Senate - 2026 SB 482 Florida Senate - 2026 SB 482
By Senator Leek
7-01034B-26 2026482__ 7-01034B-26 2026482__
1 A bill to be entitled 30 companion chatbot platforms to make certain
2 An act relating to the Artificial Intelligence Bill of 31 disclosures and institute certain measures to prevent
3 Rights; amending s. 287.138, F.S.; defining the term 32 their companion chatbots from producing or sharing
4 “artificial intelligence”; prohibiting a governmental 33 materials harmful to minors; providing that violations
5 entity from extending or renewing a contract with 34 are deceptive or unfair trade practices; authorizing
6 specified entities; prohibiting a local governmental 35 the Department of Legal Affairs to bring actions under
7 entity from taking certain actions relating to 36 the Florida Deceptive and Unfair Trade Practices Act
8 contracting with an entity to provide artificial 37 for knowing or reckless violations; authorizing the
9 intelligence technology, software, or products unless 38 department to issue and enforce civil investigative
10 certain requirements are completed; prohibiting a 39 demands under certain circumstances; providing civil
11 governmental entity from entering into a contract with 40 penalties; authorizing punitive damages under certain
12 an entity for artificial intelligence technology, 41 circumstances; providing for private causes of action;
13 software, or products if certain conditions are met; 42 requiring that such actions be brought within a
14 providing a directive to the Division of Law Revision; 43 specified timeframe; providing that certain companion
15 creating part IX of ch. 501, F.S., to be entitled the 44 chatbot platforms are subject to the jurisdiction of
16 “Artificial Intelligence Bill of Rights”; creating s. 45 state courts; specifying requirements for contract
17 501.9981, F.S.; providing a short title; creating s. 46 formation; providing construction; authorizing the
18 501.9982, F.S.; providing the rights of Floridians 47 department to adopt rules; creating s. 501.9985, F.S.;
19 relating to the use of artificial intelligence; 48 requiring bot operators to periodically provide a
20 authorizing Floridians to exercise certain rights; 49 certain notification to a user; authorizing the
21 providing construction; creating s. 501.9983, F.S.; 50 department to bring actions under the Florida
22 defining terms; creating s. 501.9984, F.S.; requiring 51 Deceptive and Unfair Trade Practices Act for
23 companion chatbot platforms to prohibit a minor from 52 violations; authorizing the department to issue and
24 creating new or maintaining existing accounts unless 53 enforce civil investigative demands under certain
25 the minor’s parent or guardian consents; requiring 54 circumstances; providing civil penalties; providing
26 companion chatbot platforms to provide the minor’s 55 construction; providing that certain bot operators are
27 parent or guardian certain options; requiring 56 subject to the jurisdiction of state courts;
28 companion chatbot platforms to terminate certain 57 authorizing the department to adopt rules; creating s.
29 accounts and provide certain options; requiring 58 501.9986, F.S.; prohibiting artificial intelligence
Page 1 of 23 Page 2 of 23
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 482 Florida Senate - 2026 SB 482
7-01034B-26 2026482__ 7-01034B-26 2026482__
59 technology companies from selling or disclosing the 88 entered into by minors, respectively, to incorporate
60 personal information of users unless the information 89 the amendments made to s. 540.08, F.S., in references
61 is deidentified data; requiring artificial 90 thereto; providing an effective date.
62 intelligence technology companies in possession of 91
63 deidentified data to take certain measures to ensure 92 Be It Enacted by the Legislature of the State of Florida:
64 such data remains deidentified; authorizing the 93
65 Department of Legal Affairs to bring actions under the 94 Section 1. Present paragraphs (a) through (d) of subsection
66 Florida Deceptive and Unfair Trade Practices Act for 95 (1) and present subsection (7) of section 287.138, Florida
67 violations; authorizing the department to issue and 96 Statutes, are redesignated as paragraphs (b) through (e) of
68 enforce civil investigative demands under certain 97 subsection (1) and subsection (8), respectively, a new paragraph
69 circumstances; providing civil penalties; providing 98 (a) is added to subsection (1), a new subsection (7) is added to
70 that certain artificial intelligence technology 99 that section, and subsection (3) of that section is amended, to
71 companies are subject to the jurisdiction of state 100 read:
72 courts; authorizing the department to adopt rules; 101 287.138 Contracting with entities of foreign countries of
73 creating s. 501.9987, F.S.; authorizing the department 102 concern prohibited.—
74 to take certain investigative and compliance actions 103 (1) As used in this section, the term:
75 in connection with potential violations of part IX of 104 (a) “Artificial intelligence” means an engineered or
76 ch. 501, F.S.; authorizing the department to adopt 105 machine-based system that varies in its level of autonomy and
77 rules; amending s. 540.08, F.S.; defining terms; 106 that can, for explicit or implicit objectives, infer from the
78 prohibiting the commercial use of an individual’s 107 input it receives how to generate outputs that influence
79 name, image, or likeness created through artificial 108 physical or virtual environments.
80 intelligence without the individual’s or an authorized 109 (3)(a) Beginning July 1, 2025, a governmental entity may
81 individual’s consent; providing requirements for the 110 not extend or renew a contract with an entity listed in
82 use of the name, image, or likeness of deceased 111 paragraphs (2)(a)-(c) if the contract would give such entity
83 persons; providing penalties for the use of the name, 112 access to an individual’s personal identifying information.
84 image, or likeness of a servicemember; conforming 113 Beginning July 1, 2026, a governmental entity may not extend or
85 provisions to changes made by the act; reenacting ss. 114 renew a contract with an entity listed in paragraph (7)(a),
86 540.10 and 743.08(1)(c), F.S., relating to the 115 paragraph (7)(b), or paragraph (7)(c).
87 exemption of news media from liability and contracts 116 (b) Beginning July 1, 2026, a governmental entity may not
Page 3 of 23 Page 4 of 23
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 482 Florida Senate - 2026 SB 482
7-01034B-26 2026482__ 7-01034B-26 2026482__
117 accept a bid on, a proposal for, or a reply to, or enter into a 146 to read:
118 contract with, an entity to provide artificial intelligence 147 501.9982 Rights relating to the use of artificial
119 technology, software, or products, including as a portion or an 148 intelligence.—
120 option to the products or services provided under the contract, 149 (1) Floridians are entitled to certain rights with respect
121 unless the entity provides the governmental entity with an 150 to the use of artificial intelligence, including, but not
122 affidavit signed by an officer or a representative of the entity 151 limited to:
123 under penalty of perjury attesting that the entity does not meet 152 (a) The right to use artificial intelligence to improve
124 any of the criteria in paragraph (7)(a), paragraph (7)(b), or 153 their own lives and the lives of family members, fellow
125 paragraph (7)(c). 154 residents, and the world at large in accordance with the law.
126 (7) A governmental entity may not knowingly enter into a 155 (b) The right to supervise, access, limit, and control
127 contract with an entity for artificial intelligence technology, 156 their minor children’s use of artificial intelligence.
128 software, or products, including as a portion or an option to 157 (c) The right to know whether they are communicating with a
129 the products or services provided under the contract, if: 158 human being or an artificial intelligence system, program, or
130 (a) The entity is owned by the government of a foreign 159 chatbot.
131 country of concern; 160 (d) The right to know if artificial intelligence technology
132 (b) A government of a foreign country of concern has a 161 companies are collecting personal information or biometric data,
133 controlling interest in the entity; or 162 and the right to expect artificial intelligence technology
134 (c) The entity is organized under the laws of or has its 163 companies to protect and deidentify that information or data in
135 principal place of business in a foreign country of concern. 164 accordance with the law.
136 Section 2. The Division of Law Revision is directed to 165 (e) The right to pursue civil remedies authorized by law
137 create part IX of chapter 501, Florida Statutes, consisting of 166 against persons who use artificial intelligence to appropriate
138 ss. 501.9981, 501.9982, 501.9983, 501.9984, 501.9985, 501.9986, 167 the name, image, or likeness of others for commercial purposes
139 and 501.9987, Florida Statutes, to be entitled the “Artificial 168 without their consent.
140 Intelligence Bill of Rights.” 169 (f) The right to be protected by law from criminal acts,
141 Section 3. Section 501.9981, Florida Statutes, is created 170 such as fraud, exploitation, identity theft, stalking, and
142 to read: 171 cyberbullying, regardless of whether artificial intelligence is
143 501.9981 Short title.—This part may be cited as the 172 used in the commission of those acts.
144 “Artificial Intelligence Bill of Rights.” 173 (g) The right to be protected by law from criminal acts
145 Section 4. Section 501.9982, Florida Statutes, is created 174 relating to the alteration of existing images to create sexual
Page 5 of 23 Page 6 of 23
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 482 Florida Senate - 2026 SB 482
7-01034B-26 2026482__ 7-01034B-26 2026482__
175 or lewd or lascivious images or child pornography, regardless of 204 products, collects data for use in artificial intelligence
176 whether artificial intelligence is used in the commission of 205 products, or implements artificial intelligence technology.
177 those acts. 206 (4) “Bot” means an automated online software application in
178 (h) The right to know whether political advertisements, 207 which all or substantially all of the actions or posts of the
179 electioneering communications, or similar advertisements were 208 account are not the result of a natural person.
180 created in whole or in part with the use of artificial 209 (5) “Companion chatbot” means an artificial intelligence
181 intelligence. 210 system with a natural language interface that provides adaptive,
182 (i) The right to pursue civil remedies authorized by law 211 human-like responses to user inputs and is capable of meeting a
183 against others who use artificial intelligence to slander, 212 user’s social needs, including by exhibiting anthropomorphic
184 libel, or defame them. 213 features and being able to sustain a relationship across
185 (2) Floridians may exercise the rights described in this 214 multiple interactions. The term does not include:
186 section in accordance with existing law. This section may not be 215 (a) A chatbot used only for customer service, a business’s
187 construed as creating new or independent rights or entitlements. 216 operational purposes, productivity and analysis related to
188 Section 5. Section 501.9983, Florida Statutes, is created 217 source information, internal research, or technical assistance;
189 to read: 218 (b) A chatbot that is a feature of a video game and is
190 501.9983 Definitions.—As used in this part, the term: 219 limited to replies related to the video game and does not
191 (1) “Account holder” means an individual who opens an 220 discuss topics related to mental health, self-harm, or material
192 account or creates a profile or is identified by the companion 221 harmful to minors or maintain a dialogue on other topics
193 chatbot platform by a unique identifier while he or she is using 222 unrelated to the video game; or
194 or accessing the platform, if the platform knows or has reason 223 (c) A stand-alone consumer electronic device that functions
195 to believe the individual is a resident of this state. 224 as a speaker and voice command interface, acts as a voice-
196 (2) “Artificial intelligence” means an engineered or 225 activated virtual assistant, and does not sustain a relationship
197 machine-based system that varies in its level of autonomy and 226 across multiple interactions or generate outputs likely to
198 that can, for explicit or implicit objectives, infer from the 227 elicit emotional responses in the user.
199 input it receives how to generate outputs that influence 228 (6) “Companion chatbot platform” means a platform that
200 physical or virtual environments. 229 allows a user to engage with companion chatbots.
201 (3) “Artificial intelligence technology company” means a 230 (7) “Deidentified data” means data that cannot reasonably
202 business or organization that produces, develops, creates, 231 be linked to an identified or identifiable individual or a
203 designs, or manufactures artificial intelligence technology or 232 device linked to that individual.
Page 7 of 23 Page 8 of 23
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 482 Florida Senate - 2026 SB 482
7-01034B-26 2026482__ 7-01034B-26 2026482__
233 (8) “Department” means the Department of Legal Affairs. 262 (a) If the minor’s parent or guardian provides consent for
234 (9) “Material harmful to minors” has the same meaning as in 263 the minor to become an account holder or maintain an existing
235 s. 501.1737(1). 264 account, the companion chatbot platform must allow the
236 (10) “Minor” means any person 17 years of age or younger. 265 consenting parent or guardian of the minor account holder to:
237 (11) “Operator” means a person who owns, operates, or 266 1. Receive copies of all past or present interactions
238 otherwise makes available a bot to individuals in this state. 267 between the account holder and the companion chatbot;
239 (12) “Pop-up” means a visible notification on the computer, 268 2. Limit the amount of time that the account holder may
240 tablet, or smartphone screen of a user which may be resolved if 269 interact with the companion chatbot each day;
241 the user interacts with or responds to the notification. 270 3. Limit the days of the week and the times during the day
242 (13) “Resident” means an individual who has resided in this 271 when the account holder may interact with the companion chatbot;
243 state for more than 6 months during the preceding 12-month 272 4. Disable any of the interactions between the account
244 period. 273 holder and third-party account holders on the companion chatbot
245 (14) “User” means an individual who resides or is domiciled 274 platform; and
246 in this state and who accesses an Internet website, online or 275 5. Receive timely notifications if the account holder
247 cloud-computing service, online application, or mobile 276 expresses to the companion chatbot a desire or an intent to
248 application. 277 engage in self-harm or to harm others.
249 (15) “Video game” means a game played on an electronic 278 (b) A companion chatbot platform shall do all of the
250 amusement device that uses a computer, microprocessor, or 279 following:
251 similar electronic circuitry and its own monitor, or is designed 280 1. Terminate any account belonging to an account holder who
252 to be used with a television set or a computer monitor, to 281 is a minor if the companion chatbot platform treats or
253 interact with the user of the device. 282 categorizes the account as belonging to a minor for purposes of
254 Section 6. Section 501.9984, Florida Statutes, is created 283 targeting content or advertising and if the minor’s parent or
255 to read: 284 guardian has not provided consent for the minor to become an
256 501.9984 Companion chatbot use for minors.— 285 account holder or to maintain an existing account. The companion
257 (1) A companion chatbot platform shall prohibit a minor 286 chatbot platform shall provide 90 days for the account holder to
258 from entering into a contract with the platform to become an 287 dispute the termination. Termination must be effective upon the
259 account holder or from maintaining an existing account, unless 288 expiration of the 90 days if the account holder fails to
260 the minor’s parent or guardian provides consent for the minor to 289 effectively dispute the termination.
261 become an account holder or maintain an existing account. 290 2. Allow an account holder who is a minor to request to
Page 9 of 23 Page 10 of 23
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 482 Florida Senate - 2026 SB 482
7-01034B-26 2026482__ 7-01034B-26 2026482__
291 terminate the account. Termination must be effective within 5 320 this section, the department, as the enforcing authority, may
292 business days after the request. 321 bring an action against such platform for a deceptive or unfair
293 3. Allow the consenting parent or guardian of an account 322 trade practice or act. For the purpose of bringing an action
294 holder who is a minor to request that the minor’s account be 323 pursuant to this section, ss. 501.211 and 501.212 do not apply.
295 terminated. Termination must be effective within 10 business 324 In addition to other remedies under part II of this chapter, the
296 days after the request. 325 department may collect a civil penalty of up to $50,000 per
297 4. Permanently delete all personal information held by the 326 violation and reasonable attorney fees and court costs. If the
298 companion chatbot platform relating to the terminated account, 327 companion chatbot platform’s failure to comply with this section
299 unless state or federal law requires the platform to maintain 328 is part of a consistent pattern of knowing or reckless conduct,
300 the information. 329 punitive damages may be assessed against the companion chatbot
301 (2) In connection with all accounts held by account holders 330 platform.
302 who are minors, the companion chatbot platform shall do all of 331 (4)(a) A companion chatbot platform that knowingly or
303 the following: 332 recklessly violates this section is liable to a minor account
304 (a) Disclose to the account holder that he or she is 333 holder for up to $10,000 in damages plus court costs and
305 interacting with artificial intelligence. 334 reasonable attorney fees as ordered by the court.
306 (b) Provide by default a clear and conspicuous notification 335 (b) A civil action for a claim under this subsection must
307 to the account holder, at the beginning of companion chatbot 336 be brought within 1 year after the date the complainant knew, or
308 interactions and at least once every hour during continuing 337 reasonably should have known, of the alleged violation.
309 interactions, reminding the minor to take a break and that the 338 (c) An action brought under this subsection may be brought
310 companion chatbot is artificially generated and not human. 339 only on behalf of a minor account holder.
311 (c) Institute reasonable measures to prevent its companion 340 (5) For purposes of bringing an action under this section,
312 chatbot from producing or sharing materials harmful to minors or 341 a companion chatbot platform that allows a minor account holder
313 encouraging the account holder to engage in any of the conduct 342 in this state to create an account on the platform is considered
314 described or depicted in materials harmful to minors. 343 to be both engaged in substantial and not isolated activities
315 (3) A knowing or reckless violation of this section is 344 within this state and operating, conducting, engaging in, or
316 deemed a deceptive or unfair trade practice or act actionable 345 carrying on a business and doing business in this state, and is
317 under part II of this chapter solely by the department against a 346 therefore subject to the jurisdiction of the courts of this
318 companion chatbot platform. If the department has reason to 347 state.
319 believe that a companion chatbot platform is in violation of 348 (6) If a companion chatbot platform allows a minor account
Page 11 of 23 Page 12 of 23
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 482 Florida Senate - 2026 SB 482
7-01034B-26 2026482__ 7-01034B-26 2026482__
349 holder to use the companion chatbot platform, the parties have 378 owns, operates, or otherwise makes available a bot to
350 entered into a contract. 379 individuals in this state is considered to be both engaged in
351 (7) This section does not preclude any other available 380 substantial and not isolated activities within this state and
352 remedy at law or equity. 381 operating, conducting, engaging in, or carrying on a business,
353 (8) The department may adopt rules to implement this 382 and doing business in this state, and is therefore subject to
354 section. 383 the jurisdiction of the courts of this state.
355 Section 7. Section 501.9985, Florida Statutes, is created 384 (5) The department may adopt rules to implement this
356 to read: 385 section.
357 501.9985 Consumer protections regarding bots.— 386 Section 8. Section 501.9986, Florida Statutes, is created
358 (1) At the beginning of an interaction between a user and a 387 to read:
359 bot, and at least once every hour during the interaction, an 388 501.9986 Consumer protections regarding deidentified data.—
360 operator shall display a pop-up message notifying users that 389 (1) An artificial intelligence technology company may not
361 they are not engaging in dialogue with a human counterpart. 390 sell or disclose personal information of users unless the
362 (2) A violation of this section is deemed a deceptive or 391 information is deidentified data.
363 unfair trade practice or act actionable under part II of this 392 (2) An artificial intelligence technology company in
364 chapter solely by the department on behalf of a user of a bot. 393 possession of deidentified data shall do all of the following:
365 If the department has reason to believe that an operator is in 394 (a) Take reasonable measures to ensure that the data cannot
366 violation of this section, the department, as the enforcing 395 be associated with an individual.
367 authority, may bring an action against the operator for a 396 (b) Maintain and use the data in deidentified form. An
368 deceptive or unfair trade practice or act. For the purpose of 397 artificial intelligence technology company may not attempt to
369 bringing an action pursuant to this section, ss. 501.211 and 398 reidentify the data, except that the artificial intelligence
370 501.212 do not apply. In addition to any other remedy under part 399 technology company may attempt to reidentify the data solely for
371 II of this chapter, the department may collect a civil penalty 400 the purpose of determining whether its deidentification
372 of up to $50,000 per violation and reasonable attorney fees and 401 processes satisfy the requirements of this section.
373 court costs. 402 (c) Contractually obligate a recipient of the deidentified
374 (3) This section does not preclude any other available 403 data to comply with this section.
375 remedy at law or equity. 404 (d) Implement business processes to prevent the inadvertent
376 (4) For purposes of bringing an action pursuant to this 405 release of deidentified data.
377 section, a person who meets the definition of an operator that 406 (3) A violation of this section is deemed a deceptive or
Page 13 of 23 Page 14 of 23
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 482 Florida Senate - 2026 SB 482
7-01034B-26 2026482__ 7-01034B-26 2026482__
407 unfair trade practice or act actionable under part II of this 436 in, or is engaging in, a practice or an act that violates this
408 chapter solely by the department. If the department has reason 437 part, the department may administer oaths and affirmations,
409 to believe that an artificial intelligence technology company is 438 subpoena witnesses or matter, and collect evidence. Within 5
410 in violation of this section, the department, as the enforcing 439 days, excluding weekends and legal holidays, after service of a
411 authority, may bring an action against the artificial 440 subpoena or at any time before the return date specified in the
412 intelligence technology company for a deceptive or unfair trade 441 subpoena, whichever time period is longer, the party served may
413 practice or act. For the purpose of bringing an action pursuant 442 file in the circuit court in the county in which it resides or
414 to this section, ss. 501.211 and 501.212 do not apply. In 443 in which it transacts business and serve upon the enforcing
415 addition to any other remedy under part II of this chapter, the 444 authority a petition for an order modifying or setting aside the
416 department may collect a civil penalty of up to $50,000 per 445 subpoena. The petitioner may raise any objection or privilege
417 violation and reasonable attorney fees and court costs. 446 that would be available upon service of a subpoena in a civil
418 (4) For purposes of bringing an action pursuant to this 447 action. The subpoena must inform the party served of the party’s
419 section, a person who meets the definition of an artificial 448 rights under this subsection.
420 intelligence technology company that produces, develops, 449 (2) If the matter that the department seeks to obtain by
421 creates, designs, or manufactures artificial intelligence 450 subpoena is located outside this state, the person subpoenaed
422 technology or products, collects data for use in artificial 451 may make the matter available to the department or its
423 intelligence products, or implements artificial intelligence 452 representative at the place where it is located. The department
424 technology in this state is considered to be both engaged in 453 may designate representatives, including officials of the state
425 substantial and not isolated activities within this state and 454 in which the matter is located, to inspect the matter on its
426 operating, conducting, engaging in, or carrying on a business, 455 behalf and may respond to similar requests from officials of
427 and doing business in this state, and is therefore subject to 456 other states.
428 the jurisdiction of the courts of this state. 457 (3) Upon the failure of a person, without lawful excuse, to
429 (5) The department may adopt rules to implement this 458 obey a subpoena and upon reasonable notice to all persons
430 section. 459 affected, the department may apply to the circuit court for an
431 Section 9. Section 501.9987, Florida Statutes, is created 460 order compelling compliance.
432 to read: 461 (4) The department may request that a person who refuses to
433 501.9987 Investigations.— 462 comply with a subpoena on the grounds that the testimony or
434 (1) If, by its own inquiry or as a result of complaints, 463 matter may be self-incriminating be ordered by the court to
435 the department has reason to believe that a person has engaged 464 provide the testimony or matter. Except in a prosecution for
Page 15 of 23 Page 16 of 23
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 482 Florida Senate - 2026 SB 482
7-01034B-26 2026482__ 7-01034B-26 2026482__
465 perjury, a person who complies with a court order to provide 494 images, videos, audio, text, and other digital content.
466 testimony or matter after asserting a valid privilege against 495 (b) “Person” has the same meaning as in s. 1.01(3) but also
467 self-incrimination may not have the testimony or matter so 496 includes a government or a governmental subdivision, agency,
468 provided, or evidence derived from the testimony or matter, 497 instrumentality, or public corporation.
469 received against the person in any criminal investigation or 498 (c) “Servicemember” has the same meaning as in s. 250.01
470 proceeding. 499 and includes any officer or enlisted member who died from
471 (5) A person upon whom a subpoena is served pursuant to 500 service-connected causes while on active duty.
472 this part must comply with its terms unless otherwise provided 501 (d) “Surviving children” means an individual’s immediate
473 by order of the court. A person who fails to appear, with the 502 offspring and any children legally adopted by the individual.
474 intent to avoid, evade, or prevent compliance in whole or in 503 (e) “Surviving spouse” means an individual’s surviving
475 part with an investigation under this part, or who removes from 504 spouse under the law of the individual’s domicile at the time of
476 any place, conceals, withholds, mutilates, alters, or destroys, 505 the individual’s death, regardless of whether the spouse later
477 or by any other means falsifies any documentary material in the 506 remarried.
478 possession, custody, or control of a person subject to a 507 (2) A person may not publish, print, display, or otherwise
479 subpoena, or who knowingly conceals relevant information with 508 publicly use for trade or for any commercial or advertising
480 the intent to avoid, evade, or prevent compliance, is liable for 509 purpose the name, portrait, photograph, image, or other likeness
481 a civil penalty of not more than $5,000 per week in violation, 510 of an individual created through generative artificial
482 reasonable attorney fees, and costs. 511 intelligence without the express written or oral consent to such
483 (6) The department may adopt rules to implement this 512 use given by any of the following:
484 section. 513 (a) The individual.
485 Section 10. Section 540.08, Florida Statutes, is amended to 514 (b) Any other person authorized in writing by the
486 read: 515 individual to license the commercial use of the individual’s
487 540.08 Unauthorized publication of name, image, or 516 name, image, or likeness.
488 likeness.— 517 (c) If the individual is deceased:
489 (1) As used in this section, the term: 518 1. A person authorized in writing to license the commercial
490 (a) “Generative artificial intelligence” means a machine- 519 use of the individual’s name, image, or likeness; or
491 based system that can, for a given set of human-defined 520 2. If a person is not authorized, any one individual from a
492 objectives, emulate the structure and characteristics of input 521 class composed of the deceased individual’s surviving spouse and
493 data in order to generate derived synthetic content, including 522 surviving children. A legal parent or guardian may give consent
Page 17 of 23 Page 18 of 23
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 482 Florida Senate - 2026 SB 482
7-01034B-26 2026482__ 7-01034B-26 2026482__
523 on behalf of a minor surviving child. 552 hereinabove, may bring an action to enjoin the such unauthorized
524 (3) A No person may not shall publish, print, display or 553 publication, printing, display, or other public use, and to
525 otherwise publicly use for purposes of trade or for any 554 recover damages for any loss or injury resulting from the
526 commercial or advertising purpose the name, portrait, 555 unauthorized publication sustained by reason thereof, including
527 photograph, image, or other likeness of an individual any 556 an amount that which would have been a reasonable royalty, and
528 natural person without the express written or oral consent to 557 punitive or exemplary damages.
529 such use given by any of the following: 558 (5)(3) If a person uses the name, portrait, photograph,
530 (a) The individual. Such person; or 559 image, or other likeness of a servicemember member of the armed
531 (b) Any other person, firm or corporation authorized in 560 forces without obtaining the consent required in subsection (2)
532 writing by the individual such person to license the commercial 561 or subsection (3) (1) and the such use is not subject to an any
533 use of the individual’s her or his name, image, or likeness.; or 562 exception listed in this section, a court may impose a civil
534 (c) If the individual such person is deceased:, 563 penalty of up to $1,000 per violation in addition to the civil
535 1. A any person, firm or corporation authorized in writing 564 remedies contained in subsection (4) (2). Each commercial
536 to license the commercial use of the deceased individual’s her 565 transaction constitutes a violation under this section. As used
537 or his name, image, or likeness;, or 566 in this section, the term “member of the armed forces” means an
538 2. If a no person, firm or corporation is not so 567 officer or enlisted member of the Army, Navy, Air Force, Marine
539 authorized, then by any one individual from among a class 568 Corps, Space Force, or Coast Guard of the United States, the
540 composed of the individual’s her or his surviving spouse and 569 Florida National Guard, and the United States Reserve Forces,
541 surviving children. A legal parent or guardian may give consent 570 including any officer or enlisted member who died as a result of
542 on behalf of a minor surviving child. 571 injuries sustained in the line of duty.
543 (4)(2) If In the event the consent required in subsection 572 (6)(4) The provisions of This section does shall not apply
544 (2) or subsection (3) (1) is not obtained, the individual person 573 to any of the following:
545 whose name, portrait, photograph, image, or other likeness is so 574 (a) The publication, printing, display, or use of the name,
546 used, or a any person, firm, or corporation authorized by the 575 image, or likeness of an individual any person in a any
547 individual such person in writing to license the commercial use 576 newspaper, magazine, book, news broadcast or telecast, or other
548 of the individual’s her or his name, image, or likeness, or, if 577 news medium or publication if used as part of a any bona fide
549 the individual person whose likeness is used is deceased, a any 578 news report or presentation having a current and legitimate
550 person, firm, or corporation having the right to give such 579 public interest and if the where such name, image, or likeness
551 consent, as provided in subsection (2) or subsection (3) 580 is not used for advertising purposes.;
Page 19 of 23 Page 20 of 23
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 482 Florida Senate - 2026 SB 482
7-01034B-26 2026482__ 7-01034B-26 2026482__
581 (b) The use of an individual’s such name, portrait, 610 Section 11. For the purpose of incorporating the amendment
582 photograph, image, or other likeness in connection with the 611 made by this act to section 540.08, Florida Statutes, in a
583 resale or other distribution of literary, musical, or artistic 612 reference thereto, section 540.10, Florida Statutes, is
584 productions or other articles of merchandise or property with 613 reenacted to read:
585 the individual’s consent where such person has consented to the 614 540.10 Exemption of news media from liability.—No relief
586 use of her or his name, portrait, photograph, or likeness on or 615 may be obtained under s. 540.08 or s. 540.09, against any
587 in connection with the initial sale or distribution of the 616 broadcaster, publisher or distributor broadcasting, publishing
588 productions, articles, or merchandise. thereof; or 617 or distributing paid advertising matter by radio or television
589 (c) A Any photograph of an individual a person solely as a 618 or in a newspaper, magazine, or similar periodical without
590 member of the public if the individual and where such person is 619 knowledge or notice that any consent required by s. 540.08 or s.
591 not named or otherwise identified in or in connection with the 620 540.09, in connection with such advertising matter has not been
592 use of the such photograph. 621 obtained, except an injunction against the presentation of such
593 (7)(5) An No action may not shall be brought under this 622 advertising matter in future broadcasts or in future issues of
594 section by reason of a any publication, printing, display, or 623 such newspaper, magazine, or similar periodical.
595 other public use of the name, image, or likeness of an 624 Section 12. For the purpose of incorporating the amendment
596 individual a person occurring more than after the expiration of 625 made by this act to section 540.08, Florida Statutes, in a
597 40 years from and after the death of the individual such person. 626 reference thereto, paragraph (c) of subsection (1) of section
598 (6) As used in this section, a person’s “surviving spouse” 627 743.08, Florida Statutes, is reenacted to read:
599 is the person’s surviving spouse under the law of her or his 628 743.08 Removal of disabilities of minors; artistic or
600 domicile at the time of her or his death, whether or not the 629 creative services; professional sports contracts; judicial
601 spouse has later remarried; and a person’s “children” are her or 630 approval.—
602 his immediate offspring and any children legally adopted by the 631 (1) A contract made by a minor or made by a parent or
603 person. Any consent provided for in subsection (1) shall be 632 guardian of a minor, or a contract proposed to be so made, may
604 given on behalf of a minor by the guardian of her or his person 633 be approved by the probate division of the circuit court or any
605 or by either parent. 634 other division of the circuit court that has guardianship
606 (8)(7) The remedies provided for in this section are shall 635 jurisdiction, where the minor is a resident of this state or the
607 be in addition to and not in limitation of the remedies and 636 services of the minor are to be performed or rendered in this
608 rights of any person under the common law against the invasion 637 state, where the contract sought to be approved is one under
609 of her or his privacy. 638 which:
Page 21 of 23 Page 22 of 23
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 482
7-01034B-26 2026482__
639 (c) The minor will endorse a product or service, or in any
640 other way receive compensation for the use of right of publicity
641 of the minor as that right is defined by s. 540.08.
642 Section 13. This act shall take effect July 1, 2026.
Page 23 of 23
CODING: Words stricken are deletions; words underlined are additions.
The Florida Senate
1/21/26 APPEARANCE RECORD SB482
Meeting Date Bill Number or Topic
Deliver both copies of this form to
Commerce and Tourism Senate professional staff conducting the meeting
Committee Amendment Barcode (if applicable)
Name Basforda.850-224-7173
Adam
Address 516 N ADAMS ST Email abasford@aif.com
Street
Tallahassee FL 32301
City State Zip
seakno: []ro, I[] Agans ] nu«orraoo OR waive speaking:. [] nsuooort [ Against
PLEASE CHECK ONE OF THE FOLLOWING:
f[j I am appearing without ~ I am a reg!stered lobbyist, ]1am not a lobbyist, but received
compensation or sponsorship. representing: wsomething of value for my appearance
(travel, meals, lodging, etc.),
Associated Industries of Florida sponsored by:
While it is a tradition to encourage public testimony, time may not permit all persons wishing to speak to be heard at this hearing. Those who do speak may be asked to limit their remarks so
that as many persons as possible can be heard. Ifyou have questions about registering to lobby please see Fla. Stat. $11.045 and Joint Rule 1. 292g-2922Join£Rulespd[(flengte_gov]
This form is part of the public record for this meeting. -001 (08/10/2021)
The Florida Senate
/±
ha re € [1@rs..
APPEARANCE RECORD
Deliver both copies of this form to
Senate professional staff conducting the meeting
Bill Number or Topic
Committee Amendment Barcode (if applicable)
Name /oy tar
Address 333 3- L
Street
Email
City
S/?ls State Zip
Speaking: D For D Against ~ Information OR Waive Speaking: [] support [] Against
PLEASE CHECK ONE OF THE FOLLOWING:
□ I am appearing without
compensation or sponsorship.
[/} tam a registered lobbyist,
-" representing:
□ I am not a lobbyist, but received
something of value for my appearance
(travel, meals, lodging, etc.),
sponsored by:
While it is a tradition to encourage public testimony time may not permit all persons wishing to speak to be heard at this hearing. Those who do speak may be asked to limit their remarks so
that as many persons as possible can be heard. Ifyou have questions about registering to lobby please see Fla. Stat. $11.045 andJoint Rule I. 2020-2022JointRules.odf(f/senategov)
This form is part of the public record for this meeting. S-001 (08/10/2021)
The Florida Senate
APPEARANCE RECORD Bill Number or Topic
Meet#no are
Deliver both copies of this form to
Cm mere g7Dons m Senate professional staff conducting the meeting
r,,
Committee Amendment Barcode (if applicable)
Name
Address
Street
357 Email
City
&
State Zip
speaking: DH]or []Against [information OR Waive Speaking: []in support [] Against
PLEASE CHECK ONE OF THE FOLLOWING:
□ I am appearing without
compensation or sponsorship.
□ I am a registered lobbyist,
representing:
□ I am not a lobbyist, but received
something of value for my appearance
(travel, meals, lodging, etc.),
sponsored by:
While it is a tradition to encourage public testimony, time may not permit all persons wishing to speak to be heard at this hearing. Those who do speak may be asked to limit their remarks so
that as many persons as possible can be heard. Ifyou have questions about registering to lobby please see Fla. Stat. 511.045 andJoint Rule I. 2020-2022JointRules.odf (f/senate.aov)
This form is part of the public record for this meeting. S-001 (08/10/2021)
The Florida Senate
APPEARANCE RECORD
Meeting Date Bill Number or Topic
Deliver both copies of this form to
Senate professional staff conducting the meeting
Committee Amendment Barcode (if applicable)
Name Phone Y5?-
2246526
Address 13 rdn zu€ Email
Street
@ 3230£
City State Zip
speaking: ] for [] Aoast [] ntoration OR Waive Speaking: [in support [] Against
PLEASE CHECK ONE OF THE FOLLOWING:
□ I am appearing without
compensation or sponsorship.
D] am a registered lobbyist,
1
representing:
□ I am not a lobbyist, but received
something of value for my appearance
(travel, meals, lodging, etc.),
yl-. RF- sponsored by:
While it is a tradition to encourage public testimony, time may not permit all persons wishing to speak to be heard at this hearing. Those who do speak may be asked to limit their remarks so
that as many persons as possible can be heard. Ifyou have questions about registering to lobby please see Fla. Stat.§ 17.045 andJoint Rule 7. 2020-2027JointRules.odf (f/senate.aov)
This form is part of the public record for this meeting. S-001 (08/10/2021)
The Florida Senate
APPEARANCE RECORD
Bill Number or Topic
Deliver both copies of this form to
Senate professional staff conducting the meeting
Committee Amendment Barcode (if applicable)
Name 4> 0belt me. 3053>s12
ares. [240 So so Email
IP2cl1i940(@ Du.
Street
xO
r 33115
City State Zip
Speaking: ~or D Against [formation OR Waive Speaking: [] In Support D Against
J, am appearing without
compensation or sponsorship.
PLEASE CHECK ONE OF THE FOLLOWING:
□ I am a registered lobbyist,
representing:
□ I am not a lobbyist, but received
something of value for my appearance
(travel, meals, lodging, etc.),
sponsored by:
While it is a tradition to encourage public testimony, time may not permit all persons wishing to speak to be heard at this hearing. Those who do speak may be asked to limit their remarks so
that as many persons as possible can be heard Ifyou have questions about registering to lobby please see Fla. Stat. § 7 7 .045 andJoint Rule 7. 2020-2022JointRules.odf (fl senate.gov)
This form is part of the public record for this meeting. S-001 (08/10/2021)
The Florida Senate
APPEARANCE RECORD
o.eel fur.sn
/ Meeting Date . Bill Number or Topic
Deliver both copies of this form to
Senate professional staff conducting the meeting
Committee Amendment Barcode (if applicable)
Name
5oh, Lob,ol« . 7/-1-29
do, P8 $ o2 /
sleet
en O,Lalo-l ell4.et
City
FL
State Zip
Speaking: l- D
t.
Against D Information OR Waive Speaking: D In Support D Against
PLEASE,CHECK ONE OF THE FOLLOWING:
□ I am appearing without
compensation or sponsorship.
[[ 1am a registered lobbyist
representing:
□ I am not a lobbyist, but received
something of value for my appearance
Csh» fa»lyal+o ftd
(travel, meals, lodging, etc.),
sponsored by:
While it is a tradition to encourage public testimony, time may not permit all persons wishing to speak to be heard at this hearing. Those who do speak may be asked to limit their remarks so
that as many persons as possible can be heard. Ifyou have questions about registering to lobby please see Fla. Stat.§ I l.045 andJoint Rule I. 2020-2022JointRules.pdf (f/senate.aov)
This form is part of the public record for this meeting. S-001 (08/10/2021)
The Florida Senate
APPEARANCE RECORD
' Bill Number or Topic
Deliver both copies of this form to
(0eyc Rd T@Ar Senate professional staff conducting the meeting
Name sue
I
es.25)-4%15773
Amendment Barcode (if applicable)
••. ) £}
Street
6g7 a· Y]%0±
1«.lg
City State
/# Zip
Speaking:
• D Against D Information
PLEASE
OR
C HECK ONE OF THE FOLLOWING:
Waive Speaking: D In Support D Against
□ I am appearing without
compensation or sponsorship,
MI am a registered lobbyist,
representing:
□ I am not a lobbyist, but received
something of value for my appearance
ftwr Zs
(travel, meals, lodging, etc.),
sponsored by:
1It4ac(
While it is a tradition to encourage public testimony, time may not permit all persons wishing to speak to be heard at this hearing. Those who do speak may be asked to limit their remarks so
that as many persons as possible can be heard. Ifyou have questions about registering to lobby please see Fla. Stat. § 11.045 andJoint Rule I. 2020-2022JointRules.odf (f/senateaov)
This form is part of the public record for this meeting. S-001 (08/10/2021)
The Florida Senate
January 21, 2026 APPEARANCE RECORD SB 482 Al Bill of Rights
Meeting Date Bill Number or Topic
Deliver both copies of this form to
Commerce & Tourism Senate professional staff conducting the meeting
Committee Amendment Barcode if applicable)
Name
Julie Barrett Ph one
206-251-6954
- -- -- - .
Address 2012 Misty Sunrise Tri Email julie@conservativeladiesofamerica.com
5teet
Sarasota FL 34240
iy State Zip
speak«no. /] re, "] Asa [ utoreavo OR waive speaking: l] spore [[] Agates
PLEASE CHECK ONE OF THE FOLLOWING:
f] 1am apearno without
• compensation or sponsorship.
□ I am a registered lobbyist,
representing:
r□• I am not a lobbyist, but received
something of value for my appearance
(travel, meals, lodging, etc.),
sponsored by:
While it is a tradition to encourage public testimony, time may not permit all persons wishing to speak to be heard at this hearing. Those who do speak may be asked to limit their remarks so
that as many persons as possible can be heard. If you have questions about registering to lobby please see Fla. Stat. $11.045 and Joint Rule 1. 2Q2g_2Q,22_gin1yule;pd[ifengtego}
This form is part of the public record for this meeting. $-001 (08/10/2021)
The Florida Senate
APPEARANCE RECORD $8
Meeting Date Bill Number or Topic
mer_ Committee
Tr<so
Deliver both copies of this form to
Senate professional staff conducting the meeting
Amendment Barcode (if applicable)
Name 'IO\-440
. 5}
Address i00 I
Street
FL
City State Zip
Speaking: [] For e. D Information OR Waive Speaking: []In support []Against
PLEASE CHECK ONE OF THE FOLLOWING:
□ I am appearing without
compensation or sponsorship.
~ a registered lobbyist,
representing:
□ I am not a lobbyist, but received
something of value for my appearance
(travel, meals, lodging, etc.),
sponsored by:
While it is a tradition to encourage public testimony, time may not permit all persons wishing to speak to be heard at this hearing. Those who do speak may be asked to limit their remarks so
that as many persons as possible can be heard. Ifyou have questions about registering to lobby please see Fla. Stat. § I /.045 andJoint Rule I. 2020-2022JointRulespdf(f/senate.aov)
This form is part of the public record for this meeting. $-001 (08/10/2021)
The Florida Senate
APPEARANCE RECORD Bill Number or Topic
Meeting Date
Deliver both copies of this form to
Co mer Senate professional staff conducting the meeting
Committee Amendment Barcode (if applicable)
Name Chy•hi1 Phone _
Address q Z0 L
---- »"r»estate9peg
Street
State Zip
speaking: []For []Against []formation OR Waive Speaking: ~ Support D Against
., PLEASE CHECK ONE OF THE FOLLOWING:
[ p\71a appearing without
V'\, compensation or sponsorship.
□ I am a registered lobbyist,
representing:
□ I am not a lobbyist, but received
something of value for my appearance
(travel, meals, lodging, etc.),
sponsored by:
While it is a tradition to encourage public testimony, time may not permit all persons wishing to speak to be heard at this hearing. Those who do speak may be asked to limit their remarks so
that as many persons as possible can be heard. Ifyou have questions about registering to lobby please see Fla. Stat. 511.045 andJoint Rule I. 2020-2022JointRules.odf(f/senate.aov)
This form is part of the public record for this meeting. -001 (08/10/2021)
The Florida Senate
-ln
oared7e's
Committee
APPEARANCE RECORD
Deliver both copies of this form to
Senate professional staff conducting the meeting
Bill Number or Topic
Amendment Barcode (if applicable)
Name blaa p,A, Phone _
Address
Street
City State Zip
Speaking: D For D Against D Information OR Waive Speaking: ~upport D Against
PLEASE CHECK ONE OF THE FOLLOWING:
□ I am appearing without
compensation or sponsorship.
[Lam a reotstered lost
representing:
□ I am not a lobbyist, but received
something of value for my appearance
(travel, meals, lodging, etc.),
rte,da H6.l, sponsored by:
While it is a tradition to encourage public testimony, time may not permit all persons wishing to speak to be heard at this hearing. Those who do speak may be asked to limit their remarks so
that as many persons as possible can be heard. Ifyou have questions about registering to lobby please see Fla. Stat. 511.045 andJoint Rule I. 2020-2022JointRules.odf (f/senate.aov)
This form is part of the public record for this meeting. S-001 (08/10/2021)
The Florida Senate
APPEARANCE RECORD
Meeting Date Bill Number or Topic
Deliver both copies of this form to
(Co»etee 476v s Senate professional staff conducting the meeting
Committee Amendment Barcode (if applicable)
Name 2lac» •. T\1 78 08l3
ta, 25391 [osso, No
Street
Zema- GA
City State
£
Zip
Speaking: [] for [] Agasr []information OR Waive Speaking: ~n Support D Against
PLEASE CHECK ONE OF THE FOLLOWING:
~ I am appearing without
('"' compensation or sponsorship.
□ I am a registered lobbyist,
representing:
□ I am not a lobbyist, but received
something of value for my appearance
(travel, meals, lodging, etc.),
sponsored by:
While it is a tradition to encourage public testimony, time may not permit all persons wishing to speak to be heard at this hearing. Those who do speak may be asked to limit their remarks so
that as many persons as possible can be heard. Ifyou have questions-about registering to lobby please see Fla. Stat. § 11.045 andJoint Rule I. 2020-2022JointRules.odf (f/senate.oov)
This form is part of the public record for this meeting. S-001 (08/10/2021)
The Florida Senate
APPEARANCE RECORD Bill Number or Topic
Meeting Date
Deliver both copies of this form to
poeyee ad ~V 0Uenate professional staff conducting the meeting
Committee Amendment arcode (if applicable)
» tears
Cg\\
Address Email
Street
State Zip
speaking: []or []Against []information OR waive speaking: m
4 support [] Against
PLEASE CHECK ONE OF THE FOLLOWING:
[zf
1 am appearing without
[[')' compensation or sponsorship.
□ I am a registered lobbyist,
representing:
□ I am not a lobbyist, but received
something of value for my appearance
(travel, meals, lodging, etc.),
sponsored by:
While it is a tradition to encourage public testimony, time may not permit all persons wishing to speak to be heard at this hearing. Those who do speak may be asked to limit their remarks so
that as many persons as possible can be heard. Ifyou have questions about registering to lobby please see Fla. Stat. 511.045 andJoint Rule l. 2020-7022JointRules.odf (f/senate.aov)
This form is part of the public record for this meeting. S-001 (08/10/2021)
The Florida Senate
APPEARANCE RECORD
Meeting Date Bill Number or Topic
Deliver both copies of this form to
Senate professional staff conducting the meeting
Committee
Name ,oa EE,<4 Phone t- 5"4 cJ-.. ~_l__.___
.., 2%{ ga p sol_ O q - SU\phi±as« $@ @0t. @00
la UL LI 36a
City State Zip
Speaking: [] for []Against [nioration OR Waive Speaking: !)tin Support D Against
PLEASE CHECK ONE OF THE FOLLOWING:
I am appearing without
compensation or sponsorship.
□ I am a registered lobbyist,
representing:
□ I am not a lobbyist, but received
something of value for my appearance
(travel, meals, lodging, etc.),
sponsored by:
While it is a tradition to encourage public testimony, time may not permit all persons wishing to speak to be heard at this hearing. Those who do speak may be asked to limit their remarks so
that as many persons as possible can be heard. Ifyou have questions about registering to lobby please see Fla. Stat. 511.045 andJoint Rule 1. 2020-2022JointRules.odf (f/senate.aov)
This form is part of the public record for this meeting. S-001 (08/10/2021)
DUPLICATE
The Florida Senate
APPEARANCE RECORD
Meeting Date Bill Number or Topic
Deliver both copies of this form to
Senate professional staff conducting the meeting
Committee Amendment Barcode (if applicable)
... Stephie miilcle/l . 5835
5l-358-
[pe Hollyhock Kl
Street
Email sle f2rifleqsl- com
Jelliq. Et Zip
ss«no tj, lj an [coo OR woe seakn@. /[5j soon [jest
PLEASE CHECK ONE OF THE FOLLOWING:
r5'T I am appearing without
compensation or sponsorship.
p I am a registered lobbyist,
representing:
p I am not a lobbyist, but received
something of value for my appearance
(travel, meals, lodging, etc.),
sponsored by:
While it is a tradition to encourage public testimony, time may not permit all persons wishing to speak to be heard at this hearing. Those who do speak may be asked to limit their remarks so
that as many persons as possible can be heard. Ifyou have questions about registering to lobby please see Fla. Stat $11.045 and Joint Rule 1. 2020-2022JointRulepd[ (7senate.gov]
This form is part of the public record for this meeting. S-001 (08/10/2021)
The Florida Senate
Meeting Date
APPEARANCE RECORD
Bill Number or Topic
Deliver both copies of this form to
e,« Senate professional staff conducting the meeting
Committee Amendment Barcode (if applicable)
Name /Voe
Address 70 22e
2 Email
Street
0,"
/9a
City State Zip
speaking: [ For []Against []nioration OR Waive Speaking:fo' upport D Against
PLEASE CHECK ONE OF THE FOLLOWING:
/Ny1a appearing without
~ ~;mpensation or sponsorship.
□ I am a registered lobbyist,
representing:
□ I am not a lobbyist, but received
something of value for my appearance
(travel, meals, lodging, etc.),
sponsored by:
While it is a tradition to encourage public testimony, time may not permit all persons wishing to speak to be heard at this hearing. Those who do speak may be asked to limit their remarks so
that as many persons as possible can be heard. Ifyou have questions about registering to lobby please see Fla. Stat. $11.045 andJoint Rule 7. 2020-2022JointRules.odf(f/senate.aov)
This form is part of the public record for this meeting. $-001 (08/10/2021)
The Florida Senate
Meeting Date
APPEARANCE RECORD
Bill Number or Topic
Deliver both copies of this form to
Cm ere Committee
Senate professional staff conducting the meeting
Amendment Barcode (if applicable)
. rloal» Dohnal Phone _
Email
City State Zip
Speaking: [] or [Against [] information OR waive speaking: ] in support [] Against
PLEASE CHECK ONE OF THE FOLLOWING:
[u/4 m appearing without
compensation or sponsorship.
□ I am a registered lobbyist,
representing:
□ I am not a lobbyist, but received
something of value for my appearance
(travel, meals, lodging, etc.),
sponsored by:
While it is a tradition to encourage public testimony, time may not permit all persons wishing to speak to be heard at this hearing. Those who do speak may be asked to limit their remarks so
that as many persons as possible can be heard. Ifyou have questions about registering to lobby please see Fla. Stat. § 11.045 andJoint Rule I. 2020-7022JointRules.odf (f/senate.aov)
This form is part of the public record for this meeting. S-001 (08/10/2021)
The Florida Senate
APPEARANCE RECORD Bill Number or Topic
Meeting Date
Deliver both copies of this form to
Cpm0pure Tuts.o Committee
Senate professional staff conducting the meeting
Amendment Barcode (if applicable)
Name Ara ». 'l·7-&10
093
Address
Street
City I State Zip
speaking: []For []Against []information OR Waive Speaking: ~In Support D Against
PLEASE CHECK ONE OF THE FOLLOWING:
J
r
+am appearing without
o mpensation or sponsorship.
□ I am a registered lobbyist,
representing:
□ I am not a lobbyist, but received
something of value for my appearance
(travel, meals, lodging, etc.),
sponsored by:
While it is a tradition to encourage public testimony, time may not permit all persons wishing to speak to be heard at this hearing. Those who do speak may be asked to limit their remarks so
that as many persons as possible can be heard. Ifyou have questions about registering to lobby please see Fla. Stat. $11.045 andJoint Rule 1. 2020-2022JointRules.odf (f/senate.qov)
This form is part of the public record for this meeting. S-001 (08/10/2021)
The Florida Senate
J4 APPEARANCE RECORD 482
Meeting Date Bill Number or Topic
Deliver both copies of this form to
Senate professional staff conducting the meeting
Committee Amendment Barcode (if applicable)
Name K±alee Margy
Address tu674 Gan Cripe c± !
Street
Jae
City State Zip
speaking: []or []Against []information OR Waive Speaking: )<[in Support D Against
PLEASE CHECK ONE OF THE FOLLOWING:
□ I am appearing without
compensation or sponsorship.
□ I am a registered lobbyist,
representing:
N1am not a lobbyist, but received
homething of value for my appearance
(travel, meals, lodging, etc.),
sponsored by:
CDF
While it is a tradition to encourage public testimony, time may not permit all persons wishing to speak to be heard at this hearing. Those who do speak may be asked to limit their remarks so
that as many persons as possible can be heard Ifyou have questions about registering to lobby please see Fla. Stat.§ 11.045 andJoint Rule I. 2020-2022JointRules.odf (f/senate.aov)
This form is part of the public record for this meeting. $-001 (08/10/2021)
The Florida Senate
APPEARANCE RECORD
Meeting Date Bill Number or Topic
Deliver both copies of this form to
Comm es Committee
Senate professional staff conducting the meeting
Amendment Barcode (if applicable)
Name Elva akc . &13495.436
Address Email
Street
City State Zip
Speaking: D For D Against D Information OR waive speaking: J[ n support [] Against
PLEASE CHECK ONE OF THE FOLLOWING:
~ am appearing without
compensation or sponsorship.
□ I am a registered lobbyist,
representing:
□ I am not a lobbyist, but received
something of value for my appearance
(travel, meals, lodging, etc.),
sponsored by:
While it is a tradition to encourage public testimony, time may not permit all persons wishing to speak to be heard at this hearing. Those who do speak may be asked to limit their remarks so
that as many persons as possible can be heard. Ifyou have questions about registering to lobby please see Fla. Stat. $11.045 andJoint Rule I. 2020-2022JointRules.odf (f/senate.gov)
This form is part of the public record for this meeting. S-001 (08/10/2021)
The Florida Senate
BILL ANALYSIS AND FISCAL IMPACT STATEMENT
(This document is based on the provisions contained in the legislation as of the latest date listed below.)
Prepared By: The Professional Staff of the Committee on Commerce and Tourism
BILL: SB 7030
INTRODUCER: For consideration by the Commerce and Tourism Committee
SUBJECT: Public Records/Artificial Intelligence Bill of Rights
DATE: January 22, 2026 REVISED:
ANALYST STAFF DIRECTOR REFERENCE ACTION
1. McMillan McKay CM Favorable
2. AP
I. Summary:
SB 7030 creates public records exemptions for information received by the Department of Legal
Affairs (DLA) pursuant to a notification of a violation under ss. 501.9984, 501.9985, or
501.9986, F.S., or received pursuant to an investigation made by the DLA. Such information is
confidential and exempt until the investigation is completed or ceases to be active.
The bill permits the DLA to disclose confidential and exempt information during an active
investigation under specific circumstances.
Once an investigation is completed or once an investigation ceases to be active, the following
information received by the DLA will remain confidential and exempt:
• All information to which another public record exemption applies;
• Personal identifying information;
• A computer forensic report;
• Information that would otherwise reveal weaknesses in data security; and
• Information that would disclose proprietary information.
The bill provides for the repeal of the exemptions on October 2, 2031, unless they are reenacted
by the Legislature under the Open Government Sunset Review Act.
The bill takes effect on the same day as SB 482, takes effect, if such legislation is adopted in the
same legislative session or an extension thereof and becomes law.
BILL: SB 7030 Page 2
II. Present Situation:
Access to Public Records - Generally
The State Constitution provides that the public has the right to inspect or copy records made or
received in connection with official governmental business.1 The right to inspect or copy applies
to the official business of any public body, officer, or employee of the state, including all three
branches of state government, local governmental entities, and any person acting on behalf of the
government.2
Additional requirements and exemptions related to public records are found in various statutes
and rules, depending on the branch of government involved. For instance, s. 11.0431, F.S.,
provides public access requirements for legislative records. Relevant exemptions are codified in
s. 11.0431(2)-(3), F.S., and adopted in the rules of each house of the legislature.3 Florida Rule of
Judicial Administration 2.420 governs public access to judicial branch records.4 Lastly, ch. 119,
F.S., known as the Public Records Act, provides requirements for public records held by
executive agencies.
Executive Agency Records – The Public Records Act
The Public Records Act provides that all state, county and municipal records are open for
personal inspection and copying by any person, and that providing access to public records is a
duty of each agency.5
Section 119.011(12), F.S., defines “public records” to include:
[a]ll documents, papers, letters, maps, books, tapes, photographs, films,
sound recordings, data processing software, or other material, regardless of
the physical form, characteristics, or means of transmission, made or
received pursuant to law or ordinance or in connections with the transaction
of official business by any agency.
The Florida Supreme Court has interpreted this definition to encompass all materials made or
received by an agency in connection with official business that are used to “perpetuate,
communicate, or formalize knowledge of some type.”6
1
FLA. CONST. art. I, s. 24(a).
2
Id. See also, Sarasota Citizens for Responsible Gov’t v. City of Sarasota, 48 So. 3d 755, 762-763 (Fla. 2010).
3
See Rule 1.48, Rules and Manual of the Florida Senate, (2022-2024) and Rule 14.1, Rules of the Florida House of
Representatives, Edition 2, (2022-2024).
4
State v. Wooten, 260 So. 3d 1060 (Fla. 4th DCA 2018).
5
Section 119.01(1), F.S. Section 119.011(2), F.S., defines “agency” as “any state, county, district, authority, or municipal
officer, department, division, board, bureau, commission, or other separate unit of government created or established by law
including, for the purposes of this chapter, the Commission on Ethics, the Public Service Commission, and the Office of
Public Counsel, and any other public or private agency, person, partnership, corporation, or business entity acting on behalf
of any public agency.”
6
Shevin v. Byron, Harless, Schaffer, Reid and Assoc., Inc., 379 So. 2d 633, 640 (Fla. 1980).
BILL: SB 7030 Page 3
The Florida Statutes specify conditions under which public access to public records must be
provided. The Public Records Act guarantees every person’s right to inspect and copy any public
record at any reasonable time, under reasonable conditions, and under supervision by the
custodian of the public record.7 A violation of the Public Records Act may result in civil or
criminal liability.8
The Legislature may exempt public records from public access requirements by passing a
general law by a two-thirds vote of both the House and the Senate.9 The exemption must state
with specificity the public necessity justifying the exemption and must be no broader than
necessary to accomplish the stated purpose of the exemption.10
General exemptions from the public records requirements are contained in the Public Records
Act.11 Specific exemptions are often placed in the substantive statutes relating to a particular
agency or program.12
When creating a public records exemption, the Legislature may provide that a record is “exempt”
or “confidential and exempt.” There is a difference between records the Legislature has
determined to be exempt from the Public Records Act and those which the Legislature has
determined to be exempt from the Public Records Act and confidential.13 Records designated as
“confidential and exempt” are not subject to inspection by the public and may only be released
under the circumstances defined by statute.14 Records designated as “exempt” may be released at
the discretion of the records custodian under certain circumstances.15
Open Government Sunset Review Act
The provisions of s. 119.15, F.S., known as the Open Government Sunset Review Act16 (the
Act), prescribe a legislative review process for newly created or substantially amended17 public
records or open meetings exemptions, with specified exceptions.18 The Act requires the repeal of
7
Section 119.07(1)(a), F.S.
8
Section 119.10, F.S. Public records laws are found throughout the Florida Statutes, as are the penalties for violating those
laws.
9
FLA. CONST. art. I, s. 24(c).
10
Id. See, e.g., Halifax Hosp. Medical Center v. News-Journal Corp., 724 So. 2d 567 (Fla. 1999) (holding that a public
meetings exemption was unconstitutional because the statement of public necessity did not define important terms and did
not justify the breadth of the exemption); Baker County Press, Inc. v. Baker County Medical Services, Inc., 870 So. 2d 189
(Fla. 1st DCA 2004) (holding that a statutory provision written to bring another party within an existing public records
exemption is unconstitutional without a public necessity statement).
11
See, e.g., s. 119.071(1)(a), F.S. (exempting from public disclosure examination questions and answer sheets of
examinations administered by a governmental agency for the purpose of licensure).
12
See, e.g., s. 213.053(2)(a), F.S. (exempting from public disclosure information contained in tax returns received by the
Department of Revenue).
13
WFTV, Inc. v. The Sch. Bd. of Seminole County, 874 So. 2d 48, 53 (Fla. 5th DCA 2004).
14
Id.
15
Williams v. City of Minneola, 575 So. 2d 683 (Fla. 5th DCA 1991).
16
Section 119.15, F.S.
17
An exemption is considered to be substantially amended if it is expanded to include more records or information or to
include meetings as well as records. Section 119.15(4)(b), F.S.
18
Section 119.15(2)(a) and (b), F.S., provides that exemptions required by federal law or applicable solely to the Legislature
or the State Court System are not subject to the Open Government Sunset Review Act.
BILL: SB 7030 Page 4
such exemption on October 2 of the fifth year after its creation or substantial amendment, unless
the Legislature reenacts the exemption.19
The Act provides that a public records or open meetings exemption may be created or
maintained only if it serves an identifiable public purpose and is no broader than is necessary.20
An exemption serves an identifiable purpose if the Legislature finds that the purpose of the
exemption outweighs open government policy and cannot be accomplished without the
exemption and it meets one of the following purposes:
• It allows the state or its political subdivisions to effectively and efficiently administer a
governmental program, and administration would be significantly impaired without the
exemption;21
• It protects sensitive, personal information, the release of which would be defamatory, cause
unwarranted damage to the good name or reputation of the individual, or would jeopardize
the individual’s safety. If this public purpose is cited as the basis of an exemption, however,
only personal identifying information is exempt;22 or
• It protects information of a confidential nature concerning entities, such as trade or business
secrets.23
The Act also requires specified questions to be considered during the review process.24 In
examining an exemption, the Act directs the Legislature to question the purpose and necessity of
reenacting the exemption.
If the exemption is continued and expanded, then a public necessity statement and a two-thirds
vote for passage are again required.25 If the exemption is continued without substantive changes
or if the exemption is continued and narrowed, then a public necessity statement and a two-thirds
vote for passage are not required. If the Legislature allows an exemption to expire, the previously
exempt records will remain exempt unless otherwise provided by law.26
Artificial Intelligence
SB 482 creates the “Artificial Intelligence Bill of Rights,” and provides consumer protections
including regulations aimed at companion chatbot platforms. These regulations include
prohibiting a minor from entering into a contract with the platform to become an account holder
19
Section 119.15(3), F.S.
20
Section 119.15(6)(b), F.S.
21
Section 119.15(6)(b)1., F.S.
22
Section 119.15(6)(b)2., F.S.
23
Section 119.15(6)(b)3., F.S.
24
Section 119.15(6)(a), F.S. The specified questions are:
• What specific records or meetings are affected by the exemption?
• Whom does the exemption uniquely affect, as opposed to the general public?
• What is the identifiable public purpose or goal of the exemption?
• Can the information contained in the records or discussed in the meeting be readily obtained by alternative means?
If so, how?
• Is the record or meeting protected by another exemption?
• Are there multiple exemptions for the same type of record or meeting that it would be appropriate to merge?
25
See generally s. 119.15, F.S.
26
Section 119.15(7), F.S.
BILL: SB 7030 Page 5
or from maintaining an existing account, unless the minor’s parent or guardian gives consent. If
consent is provided, the platform must authorize the consenting parent or guardian to receive
certain controls over the minor’s account. Upon request, the platform must permanently delete
all personal information held by the platform relating to the terminated account. A companion
chatbot must also provide certain disclosures to an account holder, as well as remind the account
holder to take a break and that the companion chatbot is artificially generated and not human.
The platform is also required to institute reasonable measures to prevent its companion chatbot
from producing or sharing materials harmful to minors.
Additionally, at the beginning of an interaction between a user and a bot, and at least once every
hour during the interaction, an operator is required to display a pop-up message notifying users
that they are not engaging in dialogue with a human counterpart.
Further, an artificial intelligence technology company is prohibited from selling or disclosing
personal information of users unless such information is deidentified data.
Companion chatbot platforms, operators, and artificial intelligence technology companies must
act to accommodate the consumer protections provided in SB 482.
SB 482 grants the DLA authority to institute appropriate legal proceedings against businesses
that it believes have violated or are violating the provisions in the “Artificial Intelligence Bill of
Rights.”
As created, then, any information obtained by the DLA during an investigation of the consumer
protection provisions in SB 482 is subject to disclosure under ch. 119, F.S. This could present a
hurdle to the DLA’s investigation and enforcement because it could stifle the disclosure of
pertinent information to the DLA. Additionally, the release of consumer personal information
could subject consumers to identity theft or further harm.
III. Effect of Proposed Changes:
SB 7030 makes information received by the DLA pursuant to a notification of a violation under
ss. 501.9984, 501.9985, or 501.9986, F.S., or received pursuant to an investigation made by the
DLA, confidential and exempt. Such information is confidential and exempt until the
investigation is completed or ceases to be active.
During an active investigation, the DLA may disclose confidential and exempt information:
• In furtherance of its official duties and responsibilities;
• For print, publication, or broadcast if the DLA determines that such release would assist in
notifying the public or locating or identifying a person believed to be a victim of the
improper use or disposal of customer records; or
• To another governmental entity in the furtherance of its official duties and responsibilities.
Once an investigation is completed or once an investigation ceases to be active, the following
information received by the DLA will remain confidential and exempt:
• All information to which another public record exemption applies;
• Personal identifying information;
BILL: SB 7030 Page 6
• A computer forensic report;
• Information that would otherwise reveal weaknesses in data security; and
• Information that would disclose proprietary information.
For the purposes of these public records exemptions, “proprietary information” means
information that:
• Is owned and controlled by the companion chatbot platform, the bot, or the artificial
intelligence technology company;
• Is intended to be private and is treated by the companion chatbot platform, the bot, or the
artificial intelligence technology company as private because disclosure would harm such
entities or their business operations;
• Has not been disclosed except as required by law or private agreement that provides that the
information will not be released to the public;
• Is not publicly available or otherwise readily ascertainable through proper means from
another source in the same configuration as received by the DLA; or
• Reveals competitive interests, the disclosure of which would impair the competitive
advantage of the companion chatbot platform, the bot, or the artificial intelligence technology
company that is the subject of the information.
The provisions will be subject to an Open Government Sunset Review in accordance with s.
119.15, F.S., and will stand repealed on October 2, 2031, unless reviewed and saved from repeal
through reenactment by the Legislature.
The bill will become effective on the same date that SB 482 (2026) or similar legislation takes
effect, if such legislation is adopted in the same legislative session or an extension thereof and
becomes law.
IV. Constitutional Issues:
A. Municipality/County Mandates Restrictions:
Not applicable. The bill does not require counties or municipalities to take an action
requiring the expenditure of funds, reduce the authority that counties or municipalities
have to raise revenue in the aggregate, nor reduce the percentage of state tax shared with
counties or municipalities.
B. Public Records/Open Meetings Issues:
Vote Requirement
Article I, s. 24(c) of the State Constitution requires a two-thirds vote of the members
present and voting for final passage of a bill creating or expanding an exemption to the
public records requirements. The bill creates new public records exemptions. Thus, the
bill requires a two-thirds vote to be enacted.
BILL: SB 7030 Page 7
Public Necessity Statement
Article I, s. 24(c) of the State Constitution requires a bill creating or expanding an
exemption to the public records requirements to state with specificity the public necessity
justifying the exemption. Sections 2, 4, and 6 of the bill contain the public necessity
statements.
Breadth of Exemption
Article I, s. 24(c) of the State Constitution requires an exemption to the public records
requirements to be no broader than necessary to accomplish the stated purpose of the law.
The bill creates public records exemptions for information relating to a notification of a
violation under ss. 501.9984, 501.9985, or 501.9986, F.S., or received pursuant to an
investigation made by the DLA, as well as information to which another public record
exemption applies, personal identifying information, a computer forensic report,
information that would otherwise reveal weaknesses in a business’ data security, and
information that would disclose a companion chatbot’s proprietary information. The
exemptions do not appear to be broader than necessary to accomplish the purpose of the
law.
C. Trust Funds Restrictions:
None identified.
D. State Tax or Fee Increases:
None identified.
E. Other Constitutional Issues:
None identified.
V. Fiscal Impact Statement:
A. Tax/Fee Issues:
None identified.
B. Private Sector Impact:
None.
C. Government Sector Impact:
None.
VI. Technical Deficiencies:
None.
BILL: SB 7030 Page 8
VII. Related Issues:
None.
VIII. Statutes Affected:
This bill substantially amends the following sections of the Florida Statutes: 501.9984, 501.9985,
and 501.9986.
IX. Additional Information:
A. Committee Substitute – Statement of Changes:
(Summarizing differences between the Committee Substitute and the prior version of the bill.)
None.
B. Amendments:
None.
This Senate Bill Analysis does not reflect the intent or official position of the bill’s introducer or the Florida Senate.
Florida Senate - 2026 (PROPOSED BILL) SPB 7030 Florida Senate - 2026 (PROPOSED BILL) SPB 7030
FOR CONSIDERATION By the Committee on Commerce and Tourism
577-01840-26 20267030pb 577-01840-26 20267030pb
1 A bill to be entitled 30 notifications of violations or investigations by the
2 An act relating to public records; amending s. 31 department of certain deidentified data-related
3 501.9984, F.S.; providing an exemption from public 32 consumer protection violations; providing
4 records requirements for information relating to 33 construction; authorizing the department to disclose
5 notifications of violations or investigations by the 34 such information during an active investigation for
6 Department of Legal Affairs of certain companion 35 specified purposes; requiring that certain information
7 chatbot violations; providing construction; 36 remain confidential and exempt upon the completion or
8 authorizing the department to disclose such 37 cessation of an investigation; defining the term
9 information during an active investigation; requiring 38 “proprietary information”; providing for future
10 certain information remain confidential and exempt 39 legislative review and repeal of the exemption;
11 upon the completion or cessation of an investigation; 40 providing a statement of public necessity; providing a
12 defining the term “proprietary information”; providing 41 contingent effective date.
13 for future legislative review and repeal of the 42
14 exemption; providing a statement of public necessity; 43 Be It Enacted by the Legislature of the State of Florida:
15 amending s. 501.9985, F.S.; providing an exemption 44
16 from public records requirements for information 45 Section 1. Present subsection (8) of section 501.9984,
17 relating to notifications of violations or 46 Florida Statutes, as created by SB 482 or similar legislation,
18 investigations by the department of certain bot- 47 2026 Regular Session, is redesignated as subsection (9), and a
19 related consumer protection violations; providing 48 new subsection (8) is added to that section, to read:
20 construction; authorizing the department to disclose 49 501.9984 Companion chatbot use for minors.—
21 such information during an active investigation for 50 (8)(a) All information held by the department pursuant to a
22 specified purposes; requiring that certain information 51 notification of a violation of this section or an investigation
23 remain confidential and exempt upon the completion or 52 of a violation of this section is confidential and exempt from
24 cessation of an investigation; defining the term 53 s. 119.07(1) and s. 24(a), Art. I of the State Constitution,
25 “proprietary information”; providing for future 54 until such time as the investigation is completed or ceases to
26 legislative review and repeal of the exemption; 55 be active. This exemption shall be construed in conformity with
27 providing a statement of public necessity; amending s. 56 s. 119.071(2)(c).
28 501.9986, F.S.; providing an exemption from public 57 (b) During an active investigation, information made
29 records requirements for information relating to 58 confidential and exempt pursuant to paragraph (a) may be
Page 1 of 14 Page 2 of 14
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 (PROPOSED BILL) SPB 7030 Florida Senate - 2026 (PROPOSED BILL) SPB 7030
577-01840-26 20267030pb 577-01840-26 20267030pb
59 disclosed by the department: 88 2. Is intended to be private and is treated by the
60 1. In the furtherance of its official duties and 89 companion chatbot platform as private because disclosure would
61 responsibilities; 90 harm the companion chatbot platform or its business operations.
62 2. For print, publication, or broadcast if the department 91 3. Has not been disclosed except as required by law or a
63 determines that such release would assist in notifying the 92 private agreement that provides that the information will not be
64 public or locating or identifying a person who the department 93 released to the public.
65 believes to be a victim of an improper use or disposal of 94 4. Is not publicly available or otherwise readily
66 customer records, except that information made confidential and 95 ascertainable through proper means from another source in the
67 exempt by paragraph (c) may not be released pursuant to this 96 same configuration as received by the department.
68 subparagraph; or 97 5. Reveals competitive interests, the disclosure of which
69 3. To another governmental entity in the furtherance of 98 would impair the competitive advantage of the companion chatbot
70 such entity’s official duties and responsibilities. 99 platform that is the subject of the information.
71 (c) Upon completion of an investigation or once an 100 (e) This subsection is subject to the Open Government
72 investigation ceases to be active, the following information 101 Sunset Review Act in accordance with s. 119.15 and shall stand
73 held by the department remains confidential and exempt from s. 102 repealed on October 2, 2031, unless reviewed and saved from
74 119.07(1) and s. 24(a), Art. I of the State Constitution: 103 repeal through reenactment by the Legislature.
75 1. Information that is otherwise confidential or exempt 104 Section 2. The Legislature finds that it is a public
76 from s. 119.07(1) and s. 24(a), Art. I of the State 105 necessity that all information held by the Department of Legal
77 Constitution. 106 Affairs pursuant to a notification or investigation of a
78 2. Personal identifying information. 107 violation of s. 501.9984, Florida Statutes, be made confidential
79 3. A computer forensic report. 108 and exempt from s. 119.07(1), Florida Statutes, and s. 24(a),
80 4. Information that would otherwise reveal weaknesses in 109 Article I of the State Constitution for the following reasons:
81 the data security of a companion chatbot platform. 110 (1) A notification of a violation of s. 501.9984, Florida
82 5. Information that would disclose the proprietary 111 Statutes, may result in an investigation of such violation. The
83 information of a companion chatbot platform. 112 premature release of such information could frustrate or thwart
84 (d) For purposes of this section, the term “proprietary 113 the investigation and impair the ability of the department to
85 information” means information that: 114 effectively and efficiently administer s. 501.9984, Florida
86 1. Is owned or controlled by the companion chatbot 115 Statutes. In addition, release of such information before
87 platform. 116 completion of an active investigation could jeopardize the
Page 3 of 14 Page 4 of 14
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 (PROPOSED BILL) SPB 7030 Florida Senate - 2026 (PROPOSED BILL) SPB 7030
577-01840-26 20267030pb 577-01840-26 20267030pb
117 ongoing investigation. 146 computer forensic report or information that could reveal
118 (2) Release of information that is otherwise confidential 147 weaknesses in the data security of a companion chatbot platform.
119 or exempt from public records requirements once an investigation 148 The release of this information could result in the
120 is completed or ceases to be active would undo the specific 149 identification of vulnerabilities in the cybersecurity system of
121 statutory exemption protecting that information, thus clarifying 150 the companion chatbot platform and be used to harm the companion
122 that any protections currently afforded to such information are 151 chatbot platform and its clients.
123 not removed. 152 (6) The harm that may result from the release of
124 (3) An investigation of a violation of s. 501.9984, Florida 153 information held by the department pursuant to a notification or
125 Statutes, is likely to result in the gathering of sensitive 154 an investigation of a violation of s. 501.9984, Florida
126 personal identifying information, which could include 155 Statutes, could impair the effective and efficient
127 identification numbers, unique identifiers, professional or 156 administration of the investigation and thus outweighs the
128 employment-related information, and personal financial 157 public benefit that may be derived from the disclosure of the
129 information. Such information could be used for the purpose of 158 information.
130 identity theft. The release of such information could subject 159 Section 3. Present subsection (5) of section 501.9985,
131 families to possible privacy violations, as it would reveal 160 Florida Statutes, as created by SB 482 or similar legislation,
132 information of a sensitive personal nature. 161 2026 Regular Session, is redesignated as subsection (6), and a
133 (4) Notices received by the department and information 162 new subsection (5) is added to that section, to read:
134 generated during an investigation of a violation of s. 501.9984, 163 501.9985 Consumer protections regarding bots.—
135 Florida Statutes, are likely to contain proprietary information. 164 (5)(a) All information held by the department pursuant to a
136 Such information derives independent economic value, actual or 165 notification of a violation of this section or an investigation
137 potential, from being generally unknown to, and not readily 166 of a violation of this section is confidential and exempt from
138 ascertainable by, other persons who might obtain economic value 167 s. 119.07(1) and s. 24(a), Art. I of the State Constitution,
139 from its disclosure or use. Allowing public access to 168 until such time as the investigation is completed or ceases to
140 proprietary information through a public records request could 169 be active. This exemption shall be construed in conformity with
141 destroy the value of the proprietary information and cause a 170 s. 119.071(2)(c).
142 financial loss to the companion chatbot platform. Release of 171 (b) During an active investigation, information made
143 such information could give business competitors an unfair 172 confidential and exempt pursuant to paragraph (a) may be
144 advantage. 173 disclosed by the department:
145 (5) Information held by the department may contain a 174 1. In the furtherance of its official duties and
Page 5 of 14 Page 6 of 14
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 (PROPOSED BILL) SPB 7030 Florida Senate - 2026 (PROPOSED BILL) SPB 7030
577-01840-26 20267030pb 577-01840-26 20267030pb
175 responsibilities; 204 3. Has not been disclosed except as required by law or a
176 2. For print, publication, or broadcast if the department 205 private agreement that provides that the information will not be
177 determines that such release would assist in notifying the 206 released to the public.
178 public or locating or identifying a person who the department 207 4. Is not publicly available or otherwise readily
179 believes to be a victim of an improper use or disposal of 208 ascertainable through proper means from another source in the
180 customer records, except that information made confidential and 209 same configuration as received by the department.
181 exempt by paragraph (c) may not be released pursuant to this 210 5. Reveals competitive interests, the disclosure of which
182 subparagraph; or 211 would impair the competitive advantage of the operator of the
183 3. To another governmental entity in the furtherance of 212 bot that is the subject of the information.
184 such entity’s official duties and responsibilities. 213 (e) This subsection is subject to the Open Government
185 (c) Upon completion of an investigation or once an 214 Sunset Review Act in accordance with s. 119.15 and shall stand
186 investigation ceases to be active, the following information 215 repealed on October 2, 2031, unless reviewed and saved from
187 held by the department shall remain confidential and exempt from 216 repeal through reenactment by the Legislature.
188 s. 119.07(1) and s. 24(a), Art. I of the State Constitution: 217 Section 4. The Legislature finds that it is a public
189 1. Information that is otherwise confidential or exempt 218 necessity that all information held by the Department of Legal
190 from s. 119.07(1) and s. 24(a), Art. I of the State 219 Affairs pursuant to a notification of a violation of s.
191 Constitution. 220 501.9985, Florida Statutes, or an investigation of a violation
192 2. Personal identifying information. 221 of that section, be made confidential and exempt from s.
193 3. A computer forensic report. 222 119.07(1), Florida Statutes, and s. 24(a), Article I of the
194 4. Information that would otherwise reveal weaknesses in 223 State Constitution for the following reasons:
195 the data security of a bot. 224 (1) A notification of a violation of s. 501.9985, Florida
196 5. Information that would disclose the proprietary 225 Statutes, may result in an investigation of such violation. The
197 information of a bot. 226 premature release of such information could frustrate or thwart
198 (d) For purposes of this section, the term “proprietary 227 the investigation and impair the ability of the department to
199 information” means information that: 228 effectively and efficiently administer s. 501.9985, Florida
200 1. Is owned or controlled by the operator of a bot. 229 Statutes. In addition, release of such information before
201 2. Is intended to be private and is treated by the operator 230 completion of an active investigation could jeopardize the
202 of a bot as private because disclosure would harm the operator 231 ongoing investigation.
203 of the bot or its business operations. 232 (2) The release of information that is otherwise
Page 7 of 14 Page 8 of 14
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 (PROPOSED BILL) SPB 7030 Florida Senate - 2026 (PROPOSED BILL) SPB 7030
577-01840-26 20267030pb 577-01840-26 20267030pb
233 confidential or exempt from public records requirements once an 262 of vulnerabilities in the cybersecurity system of the operator
234 investigation is completed or ceases to be active would undo the 263 of a bot and be used to harm the operator of the bot and its
235 specific statutory exemption protecting that information, thus 264 clients.
236 clarifying that any protections currently afforded to such 265 (6) The harm that may result from the release of
237 information are not removed. 266 information held by the department pursuant to a notification or
238 (3) An investigation of a violation of s. 501.9985, Florida 267 an investigation of a violation of s. 501.9985, Florida
239 Statutes, is likely to result in the gathering of sensitive 268 Statutes, could impair the effective and efficient
240 personal identifying information, which could include 269 administration of the investigation and thus outweighs the
241 identification numbers, unique identifiers, professional or 270 public benefit that may be derived from the disclosure of the
242 employment-related information, and personal financial 271 information.
243 information. Such information could be used for the purpose of 272 Section 5. Present subsection (5) of section 501.9986,
244 identity theft. The release of such information could subject 273 Florida Statutes, as created by SB 482 or similar legislation,
245 families to possible privacy violations, as it would reveal 274 2026 Regular Session, is redesignated as subsection (6), and a
246 information of a sensitive personal nature. 275 new subsection (5) is added to that section, to read:
247 (4) Notices received by the department and information 276 501.9986 Consumer protections regarding deidentified data.—
248 generated during an investigation of a violation of s. 501.9985, 277 (5)(a) All information held by the department pursuant to a
249 Florida Statutes, are likely to contain proprietary information. 278 notification of a violation of this section or an investigation
250 Such information derives independent economic value, actual or 279 of a violation of this section is confidential and exempt from
251 potential, from being generally unknown to, and not readily 280 s. 119.07(1) and s. 24(a), Art. I of the State Constitution,
252 ascertainable by, other persons who might obtain economic value 281 until such time as the investigation is completed or ceases to
253 from its disclosure or use. Allowing public access to 282 be active. This exemption shall be construed in conformity with
254 proprietary information through a public records request could 283 s. 119.071(2)(c).
255 destroy the value of the proprietary information and cause a 284 (b) During an active investigation, information made
256 financial loss to the operator of a bot. Release of such 285 confidential and exempt pursuant to paragraph (a) may be
257 information could give business competitors an unfair advantage. 286 disclosed by the department:
258 (5) Information held by the department may contain a 287 1. In the furtherance of its official duties and
259 computer forensic report or information that could reveal 288 responsibilities;
260 weaknesses in the data security of an operator of a bot. The 289 2. For print, publication, or broadcast if the department
261 release of this information could result in the identification 290 determines that such release would assist in notifying the
Page 9 of 14 Page 10 of 14
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 (PROPOSED BILL) SPB 7030 Florida Senate - 2026 (PROPOSED BILL) SPB 7030
577-01840-26 20267030pb 577-01840-26 20267030pb
291 public or locating or identifying a person who the department 320 3. Has not been disclosed except as required by law or a
292 believes to be a victim of an improper use or disposal of 321 private agreement that provides that the information will not be
293 customer records, except that information made confidential and 322 released to the public.
294 exempt by paragraph (c) may not be released pursuant to this 323 4. Is not publicly available or otherwise readily
295 subparagraph; or 324 ascertainable through proper means from another source in the
296 3. To another governmental entity in the furtherance of 325 same configuration as received by the department.
297 such entity’s official duties and responsibilities. 326 5. Reveals competitive interests, the disclosure of which
298 (c) Upon completion of an investigation or once an 327 would impair the competitive advantage of the artificial
299 investigation ceases to be active, the following information 328 intelligence technology company that is the subject of the
300 held by the department shall remain confidential and exempt from 329 information.
301 s. 119.07(1) and s. 24(a), Art. I of the State Constitution: 330 (e) This subsection is subject to the Open Government
302 1. Information that is otherwise confidential or exempt 331 Sunset Review Act in accordance with s. 119.15 and shall stand
303 from s. 119.07(1) and s. 24(a), Art. I of the State 332 repealed on October 2, 2031, unless reviewed and saved from
304 Constitution. 333 repeal through reenactment by the Legislature.
305 2. Personal identifying information. 334 Section 6. The Legislature finds that it is a public
306 3. A computer forensic report. 335 necessity that all information held by the Department of Legal
307 4. Information that would otherwise reveal weaknesses in 336 Affairs pursuant to a notification of a violation of s.
308 the data security of an artificial intelligence technology 337 501.9986, Florida Statutes, or an investigation of a violation
309 company. 338 of that section, be made confidential and exempt from s.
310 5. Information that would disclose the proprietary 339 119.07(1), Florida Statutes, and s. 24(a), Article I of the
311 information of an artificial intelligence technology company. 340 State Constitution for the following reasons:
312 (d) For purposes of this section, the term “proprietary 341 (1) A notification of a violation of s. 501.9986, Florida
313 information” means information that: 342 Statutes, may result in an investigation of such violation. The
314 1. Is owned or controlled by the artificial intelligence 343 premature release of such information could frustrate or thwart
315 technology company. 344 the investigation and impair the ability of the department to
316 2. Is intended to be private and is treated by the 345 effectively and efficiently administer s. 501.9986, Florida
317 artificial intelligence technology company as private because 346 Statutes. In addition, release of such information before
318 disclosure would harm the artificial intelligence technology 347 completion of an active investigation could jeopardize the
319 company or its business operations. 348 ongoing investigation.
Page 11 of 14 Page 12 of 14
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 (PROPOSED BILL) SPB 7030 Florida Senate - 2026 (PROPOSED BILL) SPB 7030
577-01840-26 20267030pb 577-01840-26 20267030pb
349 (2) Release of information that is otherwise confidential 378 weaknesses in the data security of an artificial intelligence
350 or exempt from public records requirements once an investigation 379 technology company. The release of this information could result
351 is completed or ceases to be active would undo the specific 380 in the identification of vulnerabilities in the cybersecurity
352 statutory exemption protecting that information, thus clarifying 381 system of the artificial intelligence technology company and be
353 that any protections currently afforded to such information are 382 used to harm the artificial intelligence technology company and
354 not removed. 383 its clients.
355 (3) An investigation of a violation of s. 501.9986, Florida 384 (6) The harm that may result from the release of
356 Statutes, is likely to result in the gathering of sensitive 385 information held by the department pursuant to a notification or
357 personal identifying information, which could include 386 an investigation of a violation of s. 501.9986, Florida
358 identification numbers, unique identifiers, professional or 387 Statutes, could impair the effective and efficient
359 employment-related information, and personal financial 388 administration of the investigation and thus outweighs the
360 information. Such information could be used for the purpose of 389 public benefit that may be derived from the disclosure of the
361 identity theft. The release of such information could subject 390 information.
362 families to possible privacy violations, as it would reveal 391 Section 7. This act shall take effect on the same date that
363 information of a sensitive personal nature. 392 SB 482 or similar legislation takes effect, if such legislation
364 (4) Notices received by the department and information 393 is adopted in the same legislative session or an extension
365 generated during an investigation of a violation of s. 501.9986, 394 thereof and becomes a law.
366 Florida Statutes, are likely to contain proprietary information.
367 Such information derives independent economic value, actual or
368 potential, from being generally unknown to, and not readily
369 ascertainable by, other persons who might obtain economic value
370 from its disclosure or use. Allowing public access to
371 proprietary information through a public records request could
372 destroy the value of the proprietary information and cause a
373 financial loss to the artificial intelligence technology
374 company. Release of such information could give business
375 competitors an unfair advantage.
376 (5) Information held by the department may contain a
377 computer forensic report or information that could reveal
Page 13 of 14 Page 14 of 14
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
The Florida Senate
BILL ANALYSIS AND FISCAL IMPACT STATEMENT
(This document is based on the provisions contained in the legislation as of the latest date listed below.)
Prepared By: The Professional Staff of the Committee on Committee Code Not Found
BILL: SB 554
INTRODUCER: Senator Bernard
SUBJECT: Nonprofit Corporations
DATE: January 20, 2026 REVISED:
ANALYST STAFF DIRECTOR REFERENCE ACTION
1. Dike McKay CM Favorable
2. JU
3. FP
I. Summary:
SB 554 is a comprehensive amendment to the Florida Not for Profit Corporation Act (FNCA),
ch. 617, F.S. Representatives of the Florida Bar’s Business Law Section recommended these
revisions to modernize the FNCA and harmonize its provisions with the updated Florida
Business Corporation Act (FBCA), ch. 607, F.S.
The bill takes effect on July 1, 2026.
II. Present Situation:
The Model Nonprofit Corporation Act
Recently, the Business Law Section of the American Bar Association adopted the fourth edition
of the Model Nonprofit Corporation Act (MNCA) to bring the model act in alignment with the
2016 update to the Model Business Corporation Act (MBCA).1 Originally drafted in 1952 by a
committee under the American Bar Association, the MNCA closely tracks the language of the
MBCA as nonprofit corporations operate similarly to business corporations rather than charitable
trusts.2 This parallelism allows lawyers to apply case law concerning the MBCA to similar
provisions in the MNCA.3
1
Willard L. Boyd III, ABA, The New Model Nonprofit Corporation Act, (Oct. 16, 2023), available at
https://www.americanbar.org/groups/business_law/resources/business-law-today/2023-october/the-new-model-nonprofit-
corporation-act/ (last visited Jan. 20, 2026).
2
Id.
3
Id.
BILL: SB 554 Page 2
The Florida Not for Profit Corporation Act
Florida generally follows the revised MNCA as a basis for its laws that govern not-for-profit
organizations.4 As the FNCA has not been significantly amended in over fifteen years, the
Business Law Section of The Florida Bar convened a Ch. 617 Task Force (task force) consisting
of experienced attorneys to harmonize portions of the FNCA to the recent changes adopted in the
FBCA.5 These changes prevent confusion in the application of similar provisions in both acts
and clarifies and updates existing provisions.6
For ease of understanding, further discussion of the present situation is included below in the
Effect of Proposed Changes.
III. Effect of Proposed Changes:
General Provisions (Sections 1-11)
The FNCA requires nonprofit corporations7 (hereinafter “nonprofit corporation” or
“corporation”) that seek to transact business in Florida to register and file articles of
incorporation and annual reports with the Department of State (department).8 The department
determines whether submitted filings meet relevant statutory requirements to file.9 If the
department refuses to file documents within thirty days of receipt, the filing corporation may
attempt to remedy the defect or may appeal the issue to a court of competent jurisdiction.10
Currently, there is no way for a corporation to withdraw an incorrect filing.
Section 1 amends s. 617.01011, F.S., renaming the chapter as the “Florida Nonprofit
Corporation Act.”
Section 9 amends s. 617.01401, F.S., creating and changing definitions for use in ch. 617, F.S.
The bill makes several changes throughout by substituting the word “act” with “chapter” to refer
to the FNCA, ch. 617, F.S., and replacing the phrase “Department of State” with “department.”
Filing Requirements
Section 2 amends s. 617.01201, F.S., altering the requirements for registering with the
department to allow for filed documents to depend upon facts outside the document. When the
4
See THE FLORIDA BAR, Business Law Section, The Florida Bar Business Law Section Task Force Report and
Recommendations Fl. Stat. Ch. 617: The Florida Not for Profit Corporation Act, available at https://flabizlaw.org/wp-
content/uploads/2025/09/Ch-617-NonProfit-White-Paper___Final.pdf (last visited Jan. 20, 2026).
5
Id. The FBCA was substantially amended in 2019. See ch. 607, F.S.
6
Id.
7
“Nonprofit corporation” means a corporation no part of the income or profit of which is distributable to its members,
directors, or officers, except as otherwise provided under this chapter.
8
See DIV. OF CORP., Instructions for Articles of Incorporation (FL Non-Profit), available at https://dos.fl.gov/sunbiz/start-
business/efile/fl-nonprofit-corporation/instructions/ (last visited Jan. 20, 2026).
9
Section 617.0125, F.S.
10
Section 617.0126, F.S.
BILL: SB 554 Page 3
chapter allows for a filed document11 to depend upon facts objectively ascertainable outside the
plan12 or filed document, the following apply:
• The document must explain how the facts will be relied upon in conjunction with its terms.
• The facts may include, but are not limited to:
o Any of the following which are available in a nationally recognized news or information
medium:
o Statistical or market indices;
o Market prices of any security or group of securities;
o Interest rates;
o Currency exchange rates; and
o Similar economic or financial data.
o A determination or action by a person or body, including the corporation or any other
party to the document.
o The terms of, or actions taken under, an agreement to which the corporation is a party, or
any other agreement or document.
However, the following provisions of a plan or filed document may not rely upon outside facts:
• The name and address of any person required.
• The registered office of any entity13 required.
• The registered agent of any entity required.
• The effective date of a filed document.
• Any required statement in a filed document of the date on which the underlying transaction
was approved or the way that approval was given.
If a provision of a filed document depends on facts outside of it and the fact is not ascertainable
either (1) in one of the acceptable sources or (2) a document that is a matter of public record and
the affected members do not have not received notice of that fact from the corporation, then the
corporation must file articles of amendment with the department.
Section 3 amends s. 607.0123, F.S., providing that a document accepted for filing under ch. 617,
F.S., may specify a delayed effective date. For initial articles of incorporation, a prior effective
date may be specified if such date is within five business days before the date of filing. A
document accepted for filing is effective on specific dates and times depending on the
information contained in the filing. Under the bill, if the record does not specify the time zone or
place at which the date or time is to be determined, the date or time will be that of the place of
filing in this state.
Articles of Correction
Section 4 amends s. 617.0124, F.S., providing that articles of correction may not contain a
delayed effective date for the correction. Unless otherwise provided, a filing delivered to the
11
“Filed document” means a document filed with the department pursuant to ch. 617, F.S., except for a document filed
pursuant to ss. 617.1501-617.1532, F.S.
12
“Plan” means a plan of merger, plan of conversion, or plan of domestication.
13
“Entity” includes corporations and foreign corporations; unincorporated associations; business trusts, estates, limited
liability companies, partnerships, trusts, and two or more persons having a joint or common economic interest; any state, the
United States, or any foreign government.
BILL: SB 554 Page 4
department may be withdrawn before it takes effect by delivering a withdrawal statement to the
department. A withdrawal statement must be signed by each person who signed the filing being
withdrawn except as otherwise agreed, identify the filing to be withdrawn, and state that the
filing is withdrawn in agreement with all people who signed it (if not signed by all persons who
signed the filing being withdrawn). Once the department files the withdrawal statement, the
action or transaction evidenced by the original filing does not take effect.
Appeals
Section 5 amends s. 617.0126, F.S., allowing corporations to petition the Circuit Court of Leon
County to compel filing of a document if the department refuses to file a document within thirty
days of receipt. The department’s explanation for its refusal must be attached to such petition.
The court may decide the matter in a summary proceeding, summarily order the department to
file the document, or take other action.
Section 6 amends s. 617.0127, F.S., providing that all certificates issued by the department
pursuant to ch. 617, F.S., must be taken as prima facie evidence of the facts in it.
Section 7 amends s. 617.0128, F.S., making non-substantive verbiage changes.
Section 8 amends s. 617.01301, F.S., mandating that interrogatories directed to a corporation
must be answered by an authorized officer, director, member, or fiduciary.
Notice
Section 10 amends s. 617.0141, F.S., providing that written notice under ch. 617, F.S., may be
communicated by mail, e-mail, or fax. When oral notice is allowed, it may be communicated in
person, by phone, or other electronic means through which all persons participating can hear one
another.
Qualified Director
Section 11 creates s. 617.0143, F.S., defining “qualified director” generally as someone who has
neither a material interest nor material relationship that would cloud their independent judgment
in the outcome of a conflict transaction, derivative action, or indemnification decision. A director
is not automatically prevented from being a qualified director in certain circumstances.
Incorporation and Corporate Name (Sections 12-18)
Nonprofit corporations must file articles of incorporation with the department before they may
transact business in the state. However, designated classes of nonprofit corporations formed
under special provisions in other statutes are not governed under ch. 617, F.S. Generally, s.
617.0202, F.S., requires that a corporation’s articles of incorporation include the corporate name,
address, and purpose, information on membership and the election of directors, and information
about the registered agent.
Section 12 amends s. 617.0202, F.S., specifying the articles of incorporation include any
provision that lawfully limits the corporate powers authorized under ch. 617, F.S. Additionally,
BILL: SB 554 Page 5
the articles must include the transferability or nontransferability of membership to the extent
consistent with s. 617.0605, F.S.
Section 13 amends s. 617.0204, F.S., removing the “except” clause to allow for valid contracts
by promoters and third parties prior to a corporation’s formation. If a person acting on behalf of
the corporation knows there was no incorporation, they are jointly and severally liable for any
liability they caused preincorporation.
Section 14 amends s. 617.0206, F.S., providing that the initial bylaws of a corporation must be
adopted by the board of directors unless that power is reserved to the members in the articles of
incorporation.
Section 15 amends s. 617.0302, F.S., removing a nonprofit’s power to have succession by its
corporate name for the period listed in the articles of incorporation. The bill allows nonprofits to
increase or decrease the number of directors, subject to the minimum number required under s.
617.0803, F.S. The bill gives a nonprofit corporation the power to be a promoter, incorporator,
partner, member, associate, or manager of any corporation, joint venture, or other entity.
Additionally, the bill makes non-substantive verbiage changes and amends provisions to
harmonize the statute with the FBCA.
Section 16 amends s. 617.0304, F.S., clarifying that courts may not award damages for
anticipated profits in proceedings under s. 617.0304(2)(a), F.S.
Section 17 amends s. 617.0401, F.S., permitting a corporation to register under a name that is not
otherwise distinguishable on the records of the department if:
• The other entity consents to the use and submits a request to change its name to something
distinguishable from the applying corporation; or
• The applicant delivers to the department a certified copy of a court’s final judgement
establishing the applicant has the right to use the name.
Moreover, a corporate name as filed with the department is for public notice only—it does not
create a presumption of ownership over the name. The bill states that this section does not apply
to the use of fictitious names.
Section 18 amends s. 617.0403, F.S., clarifying language so that foreign nonprofit corporations
can conduct business affairs in this state after registering their name according to this section.
Registered Agent and Office (Sections 19-23)
A nonprofit corporation transacting business in Florida must designate and maintain a registered
agent and registered office in the state.14 The registered agent may be either an individual who
resides in the state or another corporation whose business address is the same as the registered
office.15
14
Section 617.0501. F.S.
15
Id.
BILL: SB 554 Page 6
Section 19 amends s. 617.0501, F.S., creating duties for the registered agent:
• To forward a process, notice, or demand pertaining to the corporation which is served on the
agent to the nonprofit corporation; and
• If the registered agent resigns, provide the notice required under s. 617.0502,F.S., to the
corporation.
This section also removes the definition for “authorized entity,” which was added to the
definitions in s. 617.01401, F.S.
Section 20 amends s. 617.0502, F.S., requiring that if the street address of the current registered
office is to be changed, the nonprofit needs to file a statement of change with the department.
Section 21 creates s. 617.05021, F.S., providing that a registered agent may resign from a
nonprofit corporation regardless of whether the corporation has active status. The registered
agent must deliver a signed resignation statement to the department and mail a copy of such to
the corporation. If a registered agent is resigning from multiple corporations that have each been
dissolved for at least ten years, they may file a composite statement of resignation for all the
corporations. A composite statement of resignation must include the names and dates of
dissolution for each corporation. A registered agent is terminated upon the earlier of either (1)
the 31st day after the department files the statement of resignation or (2) when a statement of
change or other record designating a new registered agent is filed by the department. When a
statement of resignation takes effect, the registered agent does not hold responsibility for a
matter tendered to them as agent for the corporation after the fact.
Section 22 creates s. 617.05022, F.S., providing that if a registered agent changes their name or
business address, the agent may deliver to the department a statement of change which includes:
• The name of the corporation represented by the registered agent.
• The name of the registered agent as currently shown in the records of the department for the
corporation.
• If the name and/or address of the registered agent has changed, their new name and/or
address.
• A statement that the registered agent has given notice to the corporation of the change.
The registered agent must promptly give notice to the represented corporation of the statement of
change and its contents. The bill further states that:
• A statement of change is effective when filed by the department.
• The changes described above may also be made on the corporation’s annual report, in an
application for reinstatement, or in an amendment to or restatement of the corporation’s
articles of incorporation.
• The department shall collect a fee for filings authorized under this section.
Section 23 amends s. 617.0503, F.S., harmonizing the statute with the FBCA with verbiage
changes. The bill removes definitions which are not applicable to nonprofit corporations.
BILL: SB 554 Page 7
Shares and Distributions (Sections 24, 171-172)
Nonprofit corporations in Florida may not pay dividends or make distributions of any part of
their net income or earnings to their members, directors, or officers. There are certain exceptions
to this prohibition, including:
• Purchase of membership interest by a mutual benefit corporation under s. 617.1302, F.S.;
• Compensation paid to members, directors, or officers for services rendered;
• Distributions upon partial liquidation, dissolution, or full liquidation;
• Refunds to members of exempt utility corporations; and
• Disbursal of refunds, credits, insurance proceeds, or settlements for certain corporations
pursuant to s. 617.0505, F.S.
Section 24 amends s. 617.0505, F.S., consolidating all the distribution provisions in ch. 617,
F.S., into one section. There are no material changes in substance to distributions for nonprofit
corporations under this chapter.
Sections 171-172 repeal ss. 617.1301-617.1302, F.S., the provisions regarding distributions.
Members (Sections 25-33, 179)
Nonprofit corporations may have one or more classes of members or no members. A member is
someone who has membership rights in a nonprofit corporation in accordance with the articles of
incorporation. The rights and interests of members are detailed in the articles of incorporation.
Under ch. 617, F.S., nonprofit corporations must keep a list of members with their names and
addresses on record.
Section 25 amends s. 617.0601, F.S., removing the requirement that affiliated chapters of certain
nonprofit corporations had to register with the Department of Agriculture if they had a right to
vote. Under the bill:
• If a nonprofit corporation has no members, or does not have members entitled to vote, then
legal notice of a matter is satisfied by notice to, the presence of, or the vote, consent, or other
action by the board of directors.
• Except as otherwise provided in the articles of incorporation or bylaws:
o Each member has the same rights and obligations as every other member.
o The board of directors may accept members for consideration,16 which may take any
form, including promissory notes, intangible property, or past or future services.
• If membership of a nonprofit corporation is limited to property owners in a specific
geographic area, the articles of incorporation may provide for termination of membership
upon ceasing to be a property owner within that boundary.
• A nonprofit corporation may not be a member of itself or exercise the rights of a member for
itself. If a corporation purchases its own membership interest, that interest is canceled.
16
“Consideration simply ‘is the inducement to a contract.’ ‘[I]t is the cause motive, price, or impelling influence which
induces one to enter into a contract.’” Koung v. Giordano, 346 So. 3d 108, 115 (Fla. 1st DCA 2022) (internal citation
omitted).
BILL: SB 554 Page 8
Section 26 amends s. 617.0603, F.S., providing that a corporation may pay compensation to its
members, directors, officers, agents, and employees for services rendered and may confer
benefits onto its members. Upon dissolution or liquidation, the corporation may make
distributions to its members or others as allowed under ch. 617, F.S. Such payments and benefits
are not considered a dividend or distribution of income or earnings.
Section 179 repeals s. 617.2102, F.S., removing the provision regarding fines and penalties
against members.
Liability of Members
Section 27 amends s. 617.0604, F.S., authorizing nonprofit corporations to levy dues,
assessments, and fees on its members as allowed by the articles of incorporation or bylaws. Such
costs may be imposed on members of the same class in different amounts or members may be
exempt. The amount and method of collection of dues, assessments, and fees may be fixed by the
articles of incorporation or bylaws, the board of directors, or the members. The articles of
incorporation or bylaws may list the means of enforcement of collection of such costs.
Moreover, a creditor of a corporation may not bring a proceeding to reach the liability of a
member until a final judgement has been rendered from a court of competent jurisdiction and the
execution of such has been returned unsatisfied. All creditors of a corporation may intervene17 in
any other creditors’ proceedings brought pursuant to s. 617.0604(5), F.S.
Additionally, any member who owes an unpaid amount to the corporation may be joined18 in the
proceeding. If a member owes unpaid amounts to a corporation, the corporation can satisfy its
debt owed to a creditor, and the member can satisfy its debt owed to the corporation, through
payment by the member to the creditor of such unpaid amounts.
Transfer of Membership Interests
Section 28 amends s. 617.0605, F.S., allowing membership interests and rights to be transferred
pursuant to the articles of incorporation.
Resignation, Termination, Expulsion, and Suspension
Section 29 amends s. 617.0606, F.S., providing that members may resign at any time for any
reason from a nonprofit corporation.
Section 30 amends s. 617.0607, F.S., specifying that the expulsion, suspension, or termination of
a member does not relieve that member of their obligations to the corporation made prior to the
expulsion, suspension, or termination. Additionally, the corporation may fine or penalize its
members if allowed by the articles of incorporation or bylaws. Such fine or penalty may not be
levied until the corporation provides notice and an opportunity to be heard to the member.
17
“‘Intervention is the procedure by which third persons, not originally parties to a lawsuit but claiming an interest in the
subject matter, enter the case to protect their rights or to interpose a claim.’” Berenyi v. Fla. Dep't of Child. & Fams., 257 So.
3d 1182, 1184 (Fla. 3d DCA 2018).
18
“Joinder is the process to consolidate claims or parties into one case.” Legal Information Institute, Joinder, available at
https://www.law.cornell.edu/wex/joinder# (last visited Jan. 20, 2026).
BILL: SB 554 Page 9
Purchase of Membership
Section 31 amends s. 617.0608, F.S., authorizing nonprofit corporations, other than 501(c)(3)
organizations, to purchase membership interests if allowed by the articles of incorporation or
bylaws. Such purchase may not be considered a dividend or distribution of income or earnings.
The corporation may only purchase membership interests if, after completing the purchase, (1)
the corporation is able to pay its debts as they become due and (2) the total assets of the
corporation are at least equal to its total liabilities.
Meetings
Section 32 amends s. 617.0701, F.S., stating that a corporation with members may hold meetings
of members for business at times set out by the corporation or in accordance with the articles of
incorporation or bylaws. Annual, regular, and special meetings of the members may be held in or
out of the state. The failure to hold an annual meeting as outlined in the articles of incorporation
or bylaws does not affect the validity of any corporate action.
The bill further specifies that:
• Special meetings of the members may be called by either:
o The board of directors or the person authorized under the articles of incorporation or
bylaws.
o Members holding at least 10% of all votes, or the amount specified in the articles of
incorporation or bylaws, entitled to be cast on an issue being considered at a meeting.
Such members must sign, date, and deliver to the corporation’s secretary one or more
written demands for the meeting describing its purpose.
• A written demand for a special meeting may be revoked by submitting a writing to the
corporation to that effect before the corporation receives the demands sufficient in number to
hold a special meeting.
• Special meetings of members may be held in or out of this state at a place stated in or fixed in
accordance with the articles of incorporation or bylaws in the notice of the special meeting. If
there is no fixed location in the articles of incorporation or the bylaws, special meetings must
be held at the corporation’s principal office.
Under the statute, members may take action, that is required or permitted to be taken at the
special meeting, without meeting, notice, or vote under certain circumstances. To be effective,
the action must be evidenced by written consent. Under the bill, the action taken by written
consent is effective when it is signed by the members entitled to cast the required number of
votes on the action and delivered to the corporation. If the articles of incorporation or bylaws
require that notice of proposed corporate action be delivered to members not entitled to vote on
the action and the action is to be taken by consent of the members entitled to vote, notice must be
given within thirty days to those members not entitled to vote.
Further, the bill requires that a member may waive any notice required under ch. 617, F.S., the
articles of incorporation, or the bylaws before or after the date and time stated in the notice. Such
waiver must be in writing, signed, and delivered to the corporation for filing. If a member attends
a meeting, they waive objection to:
BILL: SB 554 Page 10
• Lack of notice or defective notice, unless the member objects at the beginning of the meeting
and does not vote on action taken at the meeting; and
• Consideration of a particular matter at the meeting not within the stated purpose in the
meeting notice, unless the member objects when the matter is presented.
Appointment of Proxy for Member Voting
Section 33 amends s. 617.0721, F.S., permitting members, or their attorney, to appoint a proxy
to vote or act for the member by:
• Signing an appointment form via electronic signature or other reasonable means;
• Transmitting an electronic signature to the person who will be the proxy, a proxy solicitation
firm, a registrar, or an agent authorized by the person who will be the proxy; or
• Using other means as provided in the articles of incorporation or bylaws.
Under the bill, an appointment form must detail information which shows the member or their
attorney authorized the appointment of the proxy. Such appointment is effective when a signed
appointment in a record is received by the inspectors of election, the officer or agent authorized
to count votes, or the secretary. A member may revoke appointment of a proxy unless the
appointment form or transmission states the appointment is irrevocable and coupled with an
interest. Moreover, the death or incapacity of the member appointing a proxy does not affect the
right of the corporation to accept the proxy’s authority, unless notice of the death is received by
the inspectors of election, the officer or agent authorized to count votes, or the secretary before
the proxy exercises their authority. The corporation may reject a vote, ballot, consent, waiver,
demand, or proxy appointment if the person authorized to accept or reject such action has a
reasonable basis to doubt the validity of the signature on it or the signatory’s authority for it.
Remote Meeting of Members
Section 33 also authorizes the board of directors to make a members’ meeting remote, so long as
the articles of incorporation, bylaws, or demands of members do not require such meeting to be
held at a specific geographic location. The board of directors may authorize members, or their
attorney or proxy, to participate in meetings via remote communication. Members are deemed to
be present at such remote meetings if the corporation has implemented reasonable measures to
verify whether the member, or their attorney or proxy, is a member.
Derivative Actions (Sections 34-40, 168)
Currently, ch. 617, F.S., allows for members to initiate derivative actions. A derivative action is a
legal proceeding brought by a member to enforce a right of action that exists on behalf of the
corporation.19 A member may not initiate a proceeding until they have submitted a demand to the
board of directors and the demand was refused or ignored for at least 90 days.
Section 168 repeals s. 617.07401, F.S., which contained provisions outlining derivative actions
by members, to move those provisions into sections mirroring the FBCA.
19
“A derivative action is generally defined as a cause of action on behalf of a stockholder to enforce a right of action that
exists on behalf of the corporation… It seeks redress for an injury suffered by the corporation or the stockholders generally.”
Fox v. Pro. Wrecker Operators of Fla., Inc., 801 So. 2d 175, 179 (Fla. 5th DCA 2001) (internal citation omitted).
BILL: SB 554 Page 11
Sections 34-40 create ss. 617.0741-617.0747, F.S., to harmonize the FNCA’s provisions on
derivative actions with the FBCA and re-word the provisions repealed under s. 617.0401, F.S.
The bill substantively alters these provisions by:
• Allowing directors and officers to bring derivative actions, not just members.
• Removing the requirement that a plaintiff needs to bring a demand on the corporation and
wait 90 days for the corporation to reject or ignore the demand before initiating the action.
Directors and Officers (Sections 41-54)
Nonprofit corporations are managed and subject to oversight by their board of directors. All
corporate powers must be exercised under the board’s authority. Florida law requires a director
to be a natural person and over the age of eighteen. Unless the articles of incorporation or bylaws
require otherwise, a director does not need to be a resident of the state or member of the
corporation.20
Directors
Section 41 amends s. 617.0803, F.S., requiring that a nonprofit corporation’s board of directors
consist of at least one person, unless it is a 501(C)(3) organization, in which case the board of
directors must consist of at least three people.
Section 42 creates s. 617.0804, F.S., making requirements for the selection of a board of
directors. For membership corporations, aside from any initial directors named in the articles of
incorporation or elected by the incorporators, the directors must be elected by the members
entitled to vote at each annual meeting, unless the articles of incorporation or bylaws specify
another manner for election.
For non-membership corporations, aside from any initial directors named in the articles of
incorporation or elected by the incorporators, the directors must be elected, appointed, or
designated as provided in the articles of incorporation. If the articles of incorporation or bylaws
do not set forth a method, then the directors are elected by the board of directors.
Further, if members are divided into classes, the articles of incorporation or bylaws may allow
the election of directors by the holders of one or more authorized classes of members.
Section 43 creates s. 617.0805, F.S., prescribing that unless otherwise specified by the articles of
incorporation or bylaws:
• The term of a director is one year.
• The term of a director elected to fill a vacancy expires at the end of the term the director is
filling.
• The director continues to serve until the director’s successor is elected, appointed, or
designated and until the director’s successor takes office.
20
Sections 617.0801-617.0802, F.S.
BILL: SB 554 Page 12
The bill also sets out that a decrease in the number of directors of term of offices does not
shorten an incumbent director’s term.
Removal and Vacancies of Directors
Section 44 amends s. 617.0808, F.S., removing the provision regarding removal of directors of
501(c) corporations. Directors can still be removed through other means, such as methods
detailed in the articles of incorporation.
Section 45 amends s. 617.0809, F.S., revising provisions regarding a vacancy occurring on a
corporation’s board of directors. Vacancies typically will be filled by a majority of the remaining
directors in office, even if the remaining directors constitute less than a quorum, except as
otherwise provided in the articles of incorporation and bylaws and except in the following
circumstances:
• When a director was elected by a voting group of members, the vacancy may be filled only
during the first three months that the vacancy occurs and only by that voting group.
• When the director was appointed by people, other than the members, the vacancy may be
filled only by those people.
• When the director was designated in the articles of incorporation or bylaws, the vacancy may
not be filled by the board of directors.
Section 46 creates s. 617.08091, F.S., authorizing courts to remove a director from office in a
proceeding commenced in the right of the corporation, if the court finds that:
• The director engaged in fraudulent conduct, grossly abused the position of director, or
intentionally inflicted harm on the corporation; and
• Removal is in the best interest of the corporation, considering the director’s conduct and the
inadequacy of other remedies.
In addition to removal, the court may bar the director from reelection, redesignation, or
reappointment and may order any other relief or remedy within its power. Further, only a
member, officer, or director may bring an action under this section, and such action must comply
with the derivative action requirements under ss. 617.0742-617.0747, F.S. The action must be
brought by a member, or multiple members, having no less than 10% of the corporation’s voting
power.
Meetings of the Board of Directors
Section 47 amends s. 617.0820, F.S., providing that unless the articles of incorporation or the
bylaws detail otherwise:
• Meetings of the board of directors may be called and noticed by the chair of the board, the
president or similarly situated officer, or 20% of the directors then in office.
• Regular meetings of the board of directors may be held without notice of the date, time,
place, or purpose of the meeting.
• Special meetings of the board of directors must be noticed at least two days prior, detailing
the date, time, and place. The notice does not need to contain the purpose of the meeting.
Section 48 amends s. 617.0821, F.S., allowing a board of directors to take action without a
meeting if written consent is signed by each director and delivered to the corporation. A
BILL: SB 554 Page 13
director’s consent may be withdrawn by signed revocation, delivered to the corporation before
the written consent is delivered to the corporation.
Section 169 repeals s. 617.0822, F.S., consolidating the notice provisions into s. 617.0820(5)-
(6), F.S.
Section 49 amends s. 617.0823, F.S., altering the waiver of notice of meeting provision to
require a director to not vote for or consent to action taken at a meeting when the director is
objecting to the date, place, time, or way the meeting was called.
General Standards for Directors
Section 50 amends s. 617.0830, F.S., updating Florida’s business judgment rule and clarifying
the standard of care with which directors must act. Specifically, directors must act in good faith
and in manner the director reasonably believes is in the best interests of the corporation when
discharging their duties. When becoming informed in connection with a decision-making
function or devoting attention to an oversight function, the director shall discharge their duties
with the care an ordinarily prudent person would believe appropriate in similar circumstances.
Additionally, this section expands the group of experts and other people, as laid out in s.
617.0830(5), F.S., upon which the director can rely when making decisions and discharging their
duties. Last, this section provides that a director is not a trustee with respect to the corporation or
property held by the corporation in trust.
Section 51 amends s. 617.0832, F.S., regarding director conflict of interest.21 The bill requires
that conflict of interest transactions be fair to the corporation22 at the time they are authorized.
Additionally, there is a shifting burden provision which outlines the legal burden on each party in
a proceeding challenging the validity of a director’s conflict of interest transaction or seeking
relief with respect to that transaction. If a disinterested majority of directors or members, who
received advance notice of the conflict, authorized the transaction, then the burden is on the
person challenging the transaction to prove it was not valid. If such authorization was not
attained, then the burden is on the defendant to prove the fairness and validity of the transaction.
The bill also allows parties to challenge transactions on the grounds that a director or member
was not disinterested when voting or approving the transaction. Moreover, the bill provides an
exception to required quorum for directors or members to vote under applicable law in these
transactions.
Standards of Conduct for Officers
Section 54 creates s. 617.0844, F.S., updating Florida’s business judgment rule and clarifying
the standard of care with which officers must act. Specifically, directors must act in good faith
21
“Director’s conflict of interest transaction” means a transaction between a corporation and one or more of its directors, or
another entity in which one or more of the corporation’s directors is directly or indirectly a party to the transaction, other than
being an indirect party as a result of being a member of the corporation, and has a direct or indirect material financial interest
or other material interest.
22
“Fair to the corporation” means that the transaction, as a whole, is beneficial to the corporation and its members, taking
into appropriate account whether it is: 1. Fair in terms of the director’s dealings with the corporation in connection with that
transaction; and 2. Comparable to what might have been obtainable in an arm’s length transaction.
BILL: SB 554 Page 14
and in manner the officer reasonably believes is in the best interests of the corporation when
discharging their duties. The bill provides a substantively similar provision to officers as it does
for directors, allowing officers to rely on certain people and information to act. The bill further
specifies the duty of an officer includes informing officers and the board of directors of material
information about the affairs of the corporation and actual and probable material violations of
law.
Liability of Directors and Officers
Section 52 amends s. 617.0834, F.S., harmonizing this provision with the FBCA. The bill
applies this section of liability of directors23 and officers24 to all nonprofit corporations in the
state, not just 501(c) corporations. The bill also sets out that:
• In a derivative action, the director or officer’s breach of, or failure to perform, their duties
constitutes a conscious disregard for the best interest of the corporation or willful or
intentional misconduct.
• If a transaction and its benefits are not prohibited by state or federal laws and regulations and
the transactions is fair to the corporation, a director or officer has not obtained an improper
personal benefit.
Prohibited Activities by Private Foundations
Section 53 amends s. 617.0835, F.S., narrowing an exception under this section for certain
nonprofit corporations engaging in prohibited actions which would give rise to liability under
federal law.
Amending the Articles of Incorporation (Sections 55-57)
Nonprofit corporations can change their articles of incorporation at any time pursuant to s.
617.1001, F.S. Under s. 617.1006, F.S., the articles of amendment must include the name of the
corporation, the text of each amendment adopted, and the date of adoption of the amendment by
the members. If the nonprofit corporation has no members, or if members are not entitled to vote,
then the articles of amendment must include the date of adoption by the board of directors.
Authority
Section 55 amends s. 617.1001, F.S., adding that the corporation may amend its articles of
incorporation to add or change a provision that is required or permitted in the articles or to delete
those that are not required or permitted.
Procedure
Section 56 amends s. 617.1002, F.S., specifying that the amendment must be adopted by the
board of directors and approved by the members, unless otherwise provided by the articles of
incorporation or other portions in this section. Additionally, the board of directors:
23
For the purposes of s. 617.0834, F.S., “director” means a person who serves as a director, trustee, or member of the
governing board of an organization.
24
For the purposes of s. 617.0834, F.S., “officer” means a person who serves as an officer without compensation except
reimbursement for actual expenses incurred or to be incurred.
BILL: SB 554 Page 15
• Must inform the members of the conflict or special circumstances that led the board to not
recommend the proposed amendment.
• May set conditions for the approval or effectiveness of the amendment.
However, the board of directors may adopt amendments without approval of the members to:
• Extend the duration of the corporation;
• Delete the names and addresses of the initial directors, initial registered agent, or registered
office;
• Delete information in the articles of incorporation which is solely of historical interest;
• Change the corporate name by substituting the words “corporation” and “incorporated” or
altering a geographical attribute to the name.
• Restate without change all of the then operative provisions of the articles of incorporation as
provided in s. 617.1007.
Further, the corporation must give proper notice to the members if their approval is required to
be given at a meeting. Unless otherwise provided in this chapter, articles of incorporation, or the
board of directors, the approval of the amendment requires a quorum of members. If the
corporation does not have members and the amendment changes provisions regarding
appointment of directors by people other than the board, those people must approve the
amendment by vote.
Content
Section 57 amends s. 617.1006, F.S., providing that articles of amendment take effect on the
effective date determined pursuant to s. 617.0123, F.S. The bill also requires the corporation to
deliver the amendment to the department for filing and include:
• The name of the corporation;
• The text of each amendment adopted, or the information required by s. 617.01201(10), F.S.;
• Provisions for implementing the amendment if it exchanges, reclassifies, or cancels
memberships;
• The date of each amendment’s adoption; and
• A statement about the amendment in specified circumstances.
Merger (Sections 58-64, 170)
Under Florida law, two or more domestic, nonprofit corporations may merge into one
corporation pursuant to a merger plan approved under s. 617.1101, F.S. Currently, the surviving
corporate entity of such merger must be a nonprofit. The plan for merger must be adopted by the
board of directors and, if the corporation has members entitled to vote, must be approved by a
majority of the members.
Plan of Merger
Section 58 amends s. 617.1101, F.S., permitting two or more domestic or foreign, eligible
corporate entities to merge into a domestic corporation. Domestic or foreign eligible entities25
25
“Eligible entity” means a domestic or foreign: 1. Corporation or corporation for profit; 2. General partnership, including a
limited liability partnership; 3. Limited partnership, including a limited liability limited partnership; 4. Limited liability
BILL: SB 554 Page 16
that are not corporations may also be a party to a merger, or be created as the survivor in a
merger, with a domestic corporation. To do so, the parties of the merger must comply with
requirements in ch. 617, F.S., and the merger must be permitted by the organic law of the eligible
entity that is not a corporation. Further, a plan of merger must include:
• The name, jurisdiction of formation, and type of entity of each party;
• The surviving entity’s name, jurisdiction of formation, type of entity, and statement if the
survivor is to be created in the merger;
• The terms and conditions of the merger;
• The articles of incorporation of the corporation or the public organic record26 of any eligible
entity;
• The effective date and time of the merger; and
• Any other provision required by the laws under which any party of the merger is organized.
The bill also sets out that terms of a plan of merger may depend on facts objectively
ascertainable outside the plan pursuant to s. 617.01201(10), F.S. A plan of merger may be
amended only with the consent of each party. The bill details how a domestic party to a merger
may approve an amendment to the plan.
Limitation on Merger
Section 59 amends s. 617.1102, F.S., allowing nonprofit corporations that hold property for a
charitable purpose27 to merge with another entity, only if the surviving entity is a nonprofit.
Approval and Abandonment of Merger Plan
Section 60 amends s. 617.1103, F.S., requiring the board of directors to inform the members of
the basis of the lack of recommendation for the plan of merger, if the board cannot make a
recommendation to the members due to a conflict of interest or other special circumstances. The
bill also sets out that:
• The board of directors may set conditions for the approval or effectiveness of the proposed
merger.
• The corporation must give adequate notice to the members entitled to vote if the approval of
the merger is to be given at a meeting. Such notice must include the purpose of the meeting, a
copy of the plan, and other specified information.
company; or 5. Other unincorporated entity. (b) The term does not include: 1. An individual; 2. An association or relationship
that is not a partnership solely by reason of s. 620.8202(2) or a similar provision of the law of another jurisdiction; 3. A
decedent’s estate; or 4. A government or a governmental subdivision, agency or instrumentality.
26
“Public organic record” means a record, the filing of which by a governmental body is required to form an entity, and an
amendment to or restatement of such record. When a public organic record has been amended or restated, the term means the
public organic record as last amended or restated. The term includes any of the following: (a) The articles of incorporation of
a corporation for profit. (b) The articles of incorporation of a nonprofit corporation. (c) The certificate of limited partnership
of a limited partnership. (d) The articles of organization, certificate of organization, or certificate of formation of a limited
liability company. (e) The articles of incorporation of a general cooperative association or a limited cooperative association.
(f) The certificate of trust of a statutory trust or similar record of a business trust. (g) The articles of incorporation of a real
estate investment trust.
27
“Charitable purpose” means a purpose that: (a) Would make a corporation organized and operated exclusively for that
purpose eligible to be exempt from taxation under s. 501(c)(3) of the Internal Revenue Code of 1986, as amended, or (b) Is
considered charitable under the law of this state other than as set forth in the Internal Revenue Code of 1986, as amended.
BILL: SB 554 Page 17
• Unless otherwise required, approval of the plan of merger shall require the approval of the
members at a meeting at which the current required quorum exists by a majority of the votes
entitled to be cast on the plan.
• Separate voting on a plan of merger is required for each class of members that is to be
converted under the plan of merger into securities, interests, or obligations; rights to acquire
securities or other interests; or cash, other property, or any combination thereof.
• The articles of incorporation may expressly limit or eliminate the separate voting rights as to
any class of members.
• If the corporation has no members, or the members are not allowed to vote, then the board of
directors may approve the plan via a majority vote.
• After a plan of merger has been approved and before the articles of merger are effective, the
plan may be abandoned (as detailed in the plan) in the same manner it was approved. If the
merger is abandoned after the articles of merger are delivered to the department but before
the articles of merger become effective, a statement of abandonment must be filed with the
department with specified information.
Short-form Merger
Section 61 amends s. 617.1104, F.S., allowing for merger between a parent company and its
subsidiary, so long as the parent owns at least 80% of the voting power of the subsidiary. Such
mergers do not require the approval of the board of directors or members unless the articles of
incorporation or organic rules28 of the parent entity specify otherwise. Within ten days of the
effective date of the merger, the parent entity must notify each of the subsidiary’s members that
the merger has become effective.
Articles of Merger
Section 62 amends s. 617.1105, F.S., mandating that articles of merger include:
• The name, jurisdiction of formation, and type of entity of each party, including the survivor
entity if not already identified;
• The amendment to the survivor’s articles of incorporation, if they are being amended;
• The articles of incorporation of the new corporation if a new domestic corporation is being
created because of merger;
• A statement that the plan was approved by the members or by separate voting groups, if
necessary;
• A statement explaining that the plan of merger did not require approval by the members, if
necessary;
• A statement that the participation of the foreign corporation, party to the merger, was
authorized in accordance with the foreign corporation’s organic law;
• A statement that the participation of a domestic or foreign eligible entity, party to the merger,
was authorized in accordance with that entity’s organic law;
• A statement that the corporation does not hold any property for a charitable purpose, if the
surviving entity is not a domestic or foreign corporation or other eligible entity organized as
a nonprofit; and
• Any other provision not prohibited by law.
28
“Organic rules” means the public organic records and private organic rules of an entity.
BILL: SB 554 Page 18
Additionally, the articles of merger must be delivered to the department for filing and may be
combined with any other filing required under the organic law governing any other domestic
eligible entity involved in the transaction. Last, with respect to the merger with foreign
corporations or entities, the merger becomes effective at the later of: (1) when all requisite
documents filed in foreign jurisdictions become effective or (2) when the articles of merger take
effect.
Effect of Merger
Section 63 amends s. 617.1106, F.S., specifying that when a merger becomes effective:
• The survivor entity comes into existence;
• The separate existence of the merging entities ceases;
• All property, contract rights, and other rights possessed by each merging entity vests into the
survivor;
• All debts, obligations, and liabilities are transferred to the survivor;
• The name of the survivor may be substituted in any pending proceedings with the names of
now non-existing entities;
• Neither the rights of creditors nor liens upon corporate property are impaired;
• If a survivor is a domestic eligible entity, the articles of incorporation and the bylaws or the
organic rules of the survivor are amended per the merger;
• The articles of incorporation and bylaws or the organic rules of the survivor, that is created in
the merger, are effective;
• The interests of each merging entity which are to be canceled or converted in the merger are
canceled or converted;
• Except as provided by law or the plan of merger, all the rights, privileges, franchises, and
immunities of each eligible entity that is a party to the merger, other than the survivor,
become the rights, privileges, franchises, and immunities of the survivor; and
• If the survivor exists before the merger:
o All the property and contract and other rights of the survivor remain its property and
contract and other rights without transfer, reversion, or impairment;
o The survivor remains subject to all of its debts, obligations, and other liabilities; and
o Except as provided by law or the plan of merger, the survivor continues to hold all of its
rights, privileges, franchises, and immunities.
Furthermore, the merger does not constitute a dissolution or termination of one of the entities and
does not give rise to any rights an interest holder29 or third party would have upon dissolution,
liquidation, or winding up. If there is property held in trust or dedicated to a charitable purpose
before a merger becomes effective, such property may not be diverted from the purposes for
which it was dedicated, except as otherwise specified. If a bequest, deviser, gift, promise, or
similar grant is made to an eligible party to a merger, such conveyance applies to the survivor.
Last, the bill details how trust obligations are to be transferred upon merger.
29
“Interest holder” means any of the following persons: (a) A shareholder of a corporation for profit. (b) A member of a
nonprofit corporation. (c) A general partner of a general partnership. (d) A general partner of a limited partnership. (e) A
limited partner of a limited partnership. (f) A member of a limited liability company. (g) A shareholder or beneficial owner of
a real estate investment trust. (h) A beneficiary or beneficial owner of a statutory trust, business trust, or common law
business trust. (i) Another direct holder of an interest.
BILL: SB 554 Page 19
Merger of Domestic and Foreign Corporations
Section 64 amends s. 617.1107, F.S., specifying that if an eligible entity is a foreign entity
following a merger under s. 617.1101, F.S., it must comply with the provisions of ch. 617, F.S.
Foreign eligible entities are to be governed by the laws of their jurisdiction.
Section 170 repeals s. 617.1108, F.S., as the merger of nonprofit corporations is detailed in other
sections of this bill.
Sale of Assets (Section 65)
Section 65 amends s. 617.1202, F.S., requiring that if the corporation wishes to sell or otherwise
dispose of its property, then the board must first adopt a resolution to sell assets and make a
recommendation to the members. The board may set conditions for approval of disposition of
assets or, if there is a conflict of interest or special circumstances preventing the board’s
recommendation, provide a reason for such lack of recommendation for disposition. Then, in a
meeting noticed to the members with requisite information, the members may vote on the
disposition. A majority of votes of the required quorum are needed to approve the disposition.
Assets disposed of during a dissolution of a corporation are not governed under this section.
Dissolution (Sections 66-83)
Generally, dissolution is the act of terminating a corporate entity. In Florida, voluntary
dissolution requires a nonprofit corporation to petition a circuit court in the county of its
principal office.30 A circuit court may dissolve a corporation via the Department of Legal Afaris
if the corporation perpetuated abuse or fraud, in a proceeding brought by a specified number of
members, or in a proceeding by a creditor in specific situations.31
Sections 66-71 amend ss. 617.1401-607.1407, F.S., minorly updating the provisions regarding
distribution of assets, receivership of corporation, property held in trust through the dissolution
of a nonprofit corporation, and resolution of payment of unknown claims. Primarily, a circuit
court may appoint a trustee, custodian, receiver, or provisional director for any property owned
by a corporation during the dissolution process if a director of officers is not available.
Known Claims
Section 72 amends s. 617.1408, F.S., defining a known claim as any claim or liability that, as of
the date of the giving of written notice: (1) has matured sufficiently on or before the date of
dissolution to be legally capable of assertion against the dissolved corporation; or (2) is
unmatured as of the date of dissolution but will mature in the future solely because of the
passage of time. Under the bill, a dissolved corporation or successor entity may dispose of
known claims within a specified time by giving written notice. Such written notice must:
• State the name of the corporation that is the subject of dissolution;
• State the corporation is the subject of the dissolution;
• Include the effective date of dissolution;
30
Section 617.1402, F.S.
31
Section 617.1430, F.S.
BILL: SB 554 Page 20
• Specify the information that must be included in a claim;
• State the claim must be in writing and provide a mailing address;
• State the deadline for the corporation to receive the claim;
• State the claim will be barred if not received by the deadline;
• State the dissolve corporation or successor entity may make distributions thereafter; and
• Be accompanied by a copy of ss. 617.1405-617.14091, F.S.
The bill also specifies how the corporation may reject a claim and when a claim is barred. A
claim is barred either (1) if a claimant who is given written notice does not deliver the claim by
the specified deadline or (2) if the claim was timely received by the dissolved corporation but
was timely rejected and the claimant does not commence an action in circuit court.
Court Proceedings for Claims
Section 73 creates s. 617.1409, F.S., providing that if a dissolved corporation has filed or
published proper notice, may file an application in the circuit court of applicable jurisdiction for
a determination of the amount and form of payment of unknown claims. Under this section of the
bill, the corporation must give notice of the proceedings to known claimants, and a court may
appoint a guardian ad litem to unknown claimants.
Liability and Claims
Section 74 creates s. 617.14091, F.S., providing that directors of dissolved corporations are not
personally liable to claimants of a dissolved corporation. For claims that are not barred by ss.
617.1407-617.1408, F.S., limiting actions may be enforced (1) against the dissolved corporation
to the extent of its undistributed assets or (2) against a member to the extent of their share of the
claim or corporate assets.
Administrative Dissolution
Sections 75-76 amend ss. 617.1420-617.1421, F.S., mandating that the department serve a notice
of intent onto a corporation when it determines there are grounds for administrative dissolution
under s. 617.1420, F.S. The corporation has sixty days after receiving notice to correct each
ground for dissolution. If the corporation fails to do so, the department shall dissolve the
corporation administratively and issue a notice to the corporation. The notices under these
sections may be made via electronic transmission if the department has a corporate email address
on file.
Judicial Dissolution
Section 77 amends s. 617.1430, F.S., specifying that a circuit court may dissolve a corporation,
or pursue other available remedies, in a proceeding with at least fifty members, or members
holding at least 10% of voting power, if the directors of the corporation have, are, or will act in a
fraudulent manner, or if the corporation has insufficient assets and cannot assemble a quorum of
members or directors.
Section 78 amends s. 617.1431, F.S., permitting courts to award attorney fees and costs when
parties bring an action in bad faith under s. 617.1430, F.S.
BILL: SB 554 Page 21
Sections 79-80 and 83 amend ss. 617.1432-617.1433, and 617.1440, F.S., making clarifying
changes that do not substantively affect existing law.
Section 81 amends s. 617.1434, F.S., allowing a court in a judicial dissolution proceeding
broader discretion to order remedies other than those outlined in statute to avoid dissolution.
Section 82 creates s. 617.1435, F.S., providing that a court may appoint a provisional director in
a proceeding under s. 617.1430, F.S. The bill also limits liability of provisional directors,
outlines their duties, details reasonable compensation for the responsibility.
Foreign Nonprofit Corporations (Sections 84-100, 173-174)
In Florida, foreign nonprofit corporations operate under a certificate of authority issued by the
Department and, like domestic corporations, must notify the Department of their registered
agent, principal office, and other pertinent information. A foreign corporation must amend its
certificate of authority to reflect any change in its operating document within 90 days of the
occurrence. If a foreign corporation attempts to file for a certificate of authority under a name
that is already in use by another business entity, it must find a distinguishable alternative or,
pursuant to changes made to s. 617.1506, F.S., in Section 89, it may register under a name that is
not distinguishable with the written consent of the other entity.
Corporate Name
Section 89 amends s. 617.1506, F.S., setting out that a foreign corporation whose name is
unavailable under or whose name does not otherwise comply with s. 617.0401, F.S., must use an
alternate name in compliance to transact business in Florida. However, a foreign corporation
may register under a name that is not distinguishable from another registered entity if:
• The other entity consents to its use and changes its name with the department; or
• The applicant sends the department a certified copy of a final judgement establishing their
right to use the name.
If the foreign corporation chooses to use an alternate name because its actual name does not
comply with statutory requirements, the alternate name must be cross-referenced to the actual
name of the foreign corporation in the records of the Division of Corporations. The bill provides
additional requirements if the foreign corporation wishes subsequently to change its alternate
name.
Registered Agent and Office
Sections 90-92 amend ss. 617.1507-617.1509, F.S., to parallel the requirements regarding a
foreign corporation’s registered agent and office to those of a domestic corporation’s registered
agent and office.
Notice
Section 93 amends s. 617.15091, F.S., providing that foreign corporations must give notice or
other communication under ch. 617, F.S., via delivery by hand, the U.S. Postal Service, a
commercial delivery service, and electronic transmission. Delivery is only effective once the
department has received the notice or communication.
BILL: SB 554 Page 22
Certificate of Authority
Section 84 creates s. 617.15015, F.S., providing that the laws of this state, or other jurisdiction
under which a foreign corporation exists, govern the organization, internal affairs, and interest
holder liability32 of its members. Moreover, a foreign corporation may not be denied a certificate
of authority because of different laws of its jurisdiction of formation.
Section 85 amends s. 617.1502, F.S., specifying that a foreign corporation’s organic law applies
when the corporation fails to have a certificate of authority to transact business in Florida, and
the Florida Secretary of State is the designated agent for the corporation should any unauthorized
transactions occur in Florida.
Sections 86 and 88 amend ss. 617.1503 and 617.1505, F.S., making clarifying changes that do
not substantively affect existing law.
Section 87 amends s. 617.1504, F.S., requiring that a foreign corporation amend its certificate of
authority when the corporation changes the name and street address of its registered agent in the
state.
Section 94 amends s. 617.1520, F.S., allowing a foreign corporation to cancel its certificate of
authority by filing a notice of withdrawal signed by an officer and stating:
• The name of the foreign corporation;
• The name of the foreign corporation’s jurisdiction of incorporation;
• The date the foreign corporation was authorized to conduct affairs in Florida;
• That the foreign corporation is withdrawing its certificate of authority;
• That the foreign corporation revokes the authority of its registered agent to accept service of
process and the Secretary of State is now its agent for service of process;
• Mailing and email addresses; and
• A commitment to notify the department in the future of change in addresses.
Section 95 creates s. 617.1521, F.S., deeming a certificate of authority to be withdrawn if the
foreign corporation converts into a domestic organization.
Section 96 creates s. 617.1522, F.S., mandating foreign corporations to deliver a notice of
withdrawal of certificate of authority to the department if:
• The foreign corporation has dissolved and completed winding up;
• The foreign corporation has merged into a foreign eligible entity not authorized to conduct
business in Florida; or
• The foreign corporation has converted to an entity that is not formed through public filing of
a record in Florida.
32
“Interest holder liability” means: (a) Personal liability for a liability of an entity which arises, except as otherwise provided
in the organic rules of the entity, when the entity incurs the liability and which is imposed on a person: 1. Solely by reason of
the status of the person as an interest holder; or 2. By the organic rules of the entity which make one or more specified
interest holders or categories of interest holders liable in their capacity as interest holders for all or specified liabilities of the
entity; or (b) An obligation of an interest holder under the organic rules of an entity to contribute to the entity.
BILL: SB 554 Page 23
Section 97 creates s. 617.1523, F.S., granting the Department of Legal Affairs authority to bring
legal action to enjoin a foreign corporation from conducting affairs in violation of ch. 617, F.S.
Section 98 amends s. 617.1530, F.S., permitting the department to revoke a certificate of
authority if:
• The foreign corporation does not deliver for filing a statement of change under s. 617.1508,
F.S.;
• The foreign corporation has failed to amend its certificate of authority; or
• The foreign corporation’s period of duration stated in its articles of incorporation has expired.
The bill further outlines details for the date that revocation must occur each year and issuance of
notice of revocation by the department. The foreign corporation has sixty days after receiving a
notice of intent to revoke a certificate of authority to correct each ground for revocation to the
satisfaction of the department.
Section 99 creates s. 617.15315, F.S., permitting foreign corporations to apply for reinstatement
after the effective date of revocation of the certificate of authority. The corporation must pay all
fees and penalties alongside an application for reinstatement signed by a registered agent and
officer/director, and including the following information:
• Name and street address of the foreign corporation;
• The jurisdiction of the corporation’s formation;
• The foreign corporation’s federal employer identification number;
• The name, title or capacity, and address of at least one officer or director; and
• Any other necessary information.
Under the bill, the corporation may apply for reinstatement alongside its annual report. The
department must reinstate the corporation if it meets the statutory requirements to do so.
Section 100 amends s. 617.1532, F.S., providing that the department must serve a corporation
with a written notice explaining its reason for denial if the department denies an application for
reinstatement after revocation of the certificate of authority. The foreign corporation may appeal
the department’s denial to the Circuit Court of Leon County.
Sections 173-174 amend ss. 617.1531 and 617.1533, F.S., as the bill amends and creates other
provisions regarding withdrawal/cancellation of a certificate of authority.
Records and Reports (Sections 101-107)
Maintenance of Records
Section 101 amends s. 617.1601, F.S., mandating that corporations maintain the following
records:
• Articles of incorporation and bylaws.
• The minutes of all members’ meetings and records of all member action taken over the last
three years.
• The minutes of all board of directors’ meetings, a record of all actions taken by the board
without a meeting, and a record of all actions taken by a committee on behalf of the board.
BILL: SB 554 Page 24
• All written communications within the past three years to members, including financial
statements.
• A list of names and street addresses of current directors and officers.
• The most recent annual report delivered to the department under s. 617.1622, F.S.
Moreover, the bill provides additional requirements for records to be maintained in a specific
manner.
Inspection of Records by Members
Section 102 amends s. 617.1602, F.S., altering the provisions allowing members to inspect a
corporation’s records. Importantly, the bill provides that the corporation may impose reasonable
restrictions on the disclosure, use, and distribution of such records but the corporation may not
abolish or limit access to records under its articles of incorporation or bylaws. The bill further
limits members from distributing information from records and limits the sale or commercial use
of membership lists.
Section 103 amends s. 617.1603, F.S., allowing corporations to give copies of records via
electronic delivery to members for inspection.
Section 104 amends s. 617.1604, F.S., excusing a corporation from court-ordered inspection of
records if a member did not agree to reasonable restrictions on the disclosure and confidentiality
of corporate records.
Section 105 amends s. 617.1605, F.S., mandating a corporation make available, on its website or
through other generally recognized means, the latest financial statements to members within five
business days of a request for such records. If the annual financial statements have not been
prepared for the fiscal year requested, then the corporation must notify the member within five
business days and make the statements available within a specified period after the request. Even
so, the corporation may decline to make available financial statements if it determines the
member’s request was not made in good faith, or the corporation may make reasonable
restrictions on the confidentiality, use, and distribution of the financial statements.
If the corporation does not respond to the member’s request, the requesting member may seek a
court order to access the requested statements. The court may order access to the statements and
impose reasonable restrictions on access. In such legal proceedings, the corporation has the
burden to demonstrate it reasonably determined the member’s request was not in good faith or
for a proper purpose. The court may order the corporation to give the member access to
requested statements; the corporation is liable for the member’s expenses and attorney fees.
Inspection Rights of Directors
Section 106 creates s. 617.16051, F.S., permitting directors of a corporation to inspect and copy
the books, records, and documents of the corporation at any reasonable time in a reasonable
manner. A circuit court may order a corporation to allow the director to inspect such records,
unless the corporation establishes the director is not entitled to do so. The corporation may be
liable for the director’s costs and attorney fees if it improperly denies access to records.
BILL: SB 554 Page 25
Annual Report to Department
Section 107 amends s. 617.1622, F.S., establishing that an annual report is considered a
statement of change if the name/address of the registered agent differs from the information in
the records of the department. If a corporation submits multiple annual reports for a calendar
year, the first shall be considered the annual report and subsequent filings considered amended
annual reports. As a condition of merger, conversion, or domestication, the corporation must be
active and current in filings its annual reports in the records of the department through December
31 of the calendar year in which the articles of merger/conversion/domestication are submitted.
Domestication (Sections 108-112)
Domestication is the process for a foreign corporation to become a domestic corporation in
Florida by filing certain documents with the department.33 Section 108 creates s. 617.180301,
F.S., establishing that a foreign corporation may become a domestic corporation if it is permitted
by the organic law of the foreign corporation. The corporation must enter into a plan of
domestication, which must include:
• The name of the domesticating corporation;
• The name and governing jurisdiction of the domesticated corporation;
• The manner and basis of cancelling or converting the eligible interests34 or other rights of the
domesticated corporation;
• The proposed organic rules of the domesticated corporation, which must be in writing; and
• The other terms and conditions of domestication.
Moreover, if a protected agreement35 of a domesticating corporation contains a provision
applying to a merger of the corporation, the provision applies to a domestication of the
corporation as if the domestication were a merger, until the provision is amended.
Plan of Domestication
Section 109 creates s. 617.18031, F.S., prescribing plans of domestication be adopted as follows:
• The plan must first be adopted by the board of directors.
o The board may set conditions for approval or effectiveness of the plan.
o If the board does not recommend the plan, it must include its basis for doing so.
• If the corporation has members, the plan must be approved by the members upon
recommendation and with notice by the board.
o The bill provides voting requirements, specifically that quorum of the voting group exists
at a meeting to vote on domestication.
33
Section 617.1803, F.S.
34
“Eligible interest” means: (a) A share; (b) A membership; or (c) Either or both of the following rights under the organic
rules governing the entity: 1. The right to receive distributions from the entity either in the ordinary course of business or
upon liquidation. 2. The right to receive notice or vote on issues involving its internal affairs, other than as an agent, assignee,
proxy, or person responsible for managing its business, activities, or affairs.
35
“Protected agreement” means any of the following: (a) A document evidencing indebtedness of a domestic corporation or
eligible entity and any related agreement in effect immediately before July 1, 2026. (b) An agreement that is binding on a
domestic corporation or eligible entity immediately before July 1, 2026. (c) The articles of incorporation or bylaws of a
domestic corporation or the organic rules of a domestic eligible entity, in each case in effect immediately before July 1, 2026.
(d) An agreement that is binding on any of the interest holders, directors, or other governors of a domestic corporation or
eligible entity, in their capacities as such, immediately before July 1, 2026.
BILL: SB 554 Page 26
o The articles of incorporation may expressly limit or eliminate separate voting rights,
except in specific circumstances.
• If a member would become subject to interest holder liability via the domestication, approval
of the plan requires that member to sign a written consent.
• The plan of domestication must be approved in writing by any person whose approval is
required under the articles of incorporation or bylaws.
Articles of Domestication
Section 110 creates s. 617.18032, F.S., specifying that articles of domestication must be signed
by the domesticating corporation after (1) a plan of domestication has been adopted/approved
and (2) a foreign corporation that is the domesticating corporation has approved the
domestication pursuant to ch. 617, F.S., and the foreign corporation’s organic laws.
The bill requires articles of domestication to include the names and governing jurisdictions of the
domesticating and domesticated corporations, alongside a statement that the plan was approved
in accordance with either this chapter or the foreign corporation’s organic law. The bill further
sets out:
• If the domesticated corporation is to be a domestic corporation, articles of incorporation must
be attached to the articles of domestication.
• The articles of domestication must be delivered to the department of filing and take effect on
a date pursuant to s. 617.0123, F.S. The bill also details domestication dates.
• If the domesticating corporation is a foreign corporation authorized to do business in Florida,
its certificate of authority is automatically canceled when the domestication becomes
effective.
• A copy of the articles of domestication may be filed in the official records of any county in
Florida in which the domesticating corporation holds an interest in real property.
Amendment to a Plan of Domestication
Section 111 creates s. 617.18033, F.S., permitting a plan of domestication to be amended either
(1) in the same manner as the plan of domestication was approved or (2) in the manner provided
in the plan of domestication. However, an interest holder who was entitled to vote on/consent to
approval of the plan is entitled to vote on/consent to any amendment to the plan which will
change:
• The amount or kind of eligible interests or other rights, obligations, rights to acquire eligible
interests, cash, or other property to be received by any of the interest holders of the
domesticating corporation under the plan;
• The organic rules of the domesticated corporation that are to be in writing and that will be in
effect immediately after the domestication becomes effective; or
• Any other terms or conditions of the plan, if the change would adversely affect the interest
holder in any material aspect.
Furthermore, domestication may be abandoned by the corporation in the same manner the plan
was approved after it has been adopted/approved but before the articles of domestication become
effective. If domestication is abandoned after the articles of domestication are delivered to the
BILL: SB 554 Page 27
department, a statement of abandonment signed by the corporation must be delivered to the
department before the domestication becomes effective.
Effect of Domestication
Section 112 creates s. 617.18034, F.S., detailing the effects of domestication as follows:
• All property, rights, and liabilities become the property/rights/liabilities of the domesticated
corporation.
• The name of the domesticated corporation may be substituted for the name of the
domesticating corporation in any pending action or proceeding.
• The organic rules of the domesticated corporation become effective.
• The eligible interests or other rights are cancelled or reclassified into eligible interests or
other rights according to the terms of the domestication.
• The domesticated corporation is:
o Incorporated under and subject to the organic law of the domesticated corporation;
o The same corporation as the domesticating corporation; and
o Deemed to have been incorporated on the date the domesticating corporation was
originally incorporated.
• Regarding the interest holder liability of an interest holder before the domestication becomes
effective:
o The domestication does not discharge that liability.
o The organic law of the domesticating corporation must continue to apply as if the
domestication had not occurred.
o The interest holder shall have rights of contribution as provided by the organic law of the
domesticating corporation.
o The interest holder may not have liability with respect to liabilities incurred after the
domestication becomes effective.
• An interest holder who becomes subject to liability as a result of domestication only holds
such liability for liabilities arising after the domestication becomes effective.
• Domestication does not constitute or cause the dissolution of the domesticating corporation.
• Property previously held in trust for a charitable purpose may not be diverted from that
original purpose.
• A bequest, device, gift, grant, or promise inures to the domesticated corporation.
• Trust obligations apply to property that is to be transferred to the domesticated corporation.
Conversions (Sections 113-119, 175-178)
Conversion is the process by which a for-profit corporation becomes a nonprofit corporation.
Sections 175-178 repeal ss. 617.1803 and 617.1805-617.1807, F.S., the existing provisions
dealing with conversion of a domestic or foreign for-profit corporation.
Section 113 creates s. 617.1804, F.S., allowing domestic corporations to become domestic or
foreign eligible entities by complying with new requirements in subsequent sections. Domestic
and foreign eligible entities may also become domestic corporations.
BILL: SB 554 Page 28
Section 114 creates s. 617.18041, F.S., prohibiting a domestic corporation that holds property for
a charitable purpose from becoming a domestic eligible entity or a foreign eligible entity, except
by domestication to become a foreign corporation.
Plan of Conversion
Section 115 creates s. 617.18042, F.S., requiring domestic corporations to approve a plan of
conversion to become a domestic or foreign eligible entity, which must include:
• The name of the domestic converting corporation.
• The name, governing jurisdiction, and type of entity of the converted eligible entity.
• The manner and basis of canceling or converting the eligible interest or other rights of the
domestic corporation into shares, securities, eligible interests, obligations, rights, cash, and
other property and rights.
• The other terms and conditions of conversion.
• The full text of the organic rules of the converted eligible entity in writing.
Section 116 creates s. 617.18043, F.S., prescribing the plan of conversion to be adopted by the
board of directors and voted on by the members. The board of directors may set conditions for
approval or effectiveness of the plan and must provide a recommendation or reasoning for lack
of recommendation to the members. Members must receive sufficient notice of the meeting to
vote and there must be a quorum of voting members at such meeting. The plan must also be
approved in writing by any person whose approval is required under the articles of incorporation
or bylaws. Additionally, the bill expounds on the conversion’s effect on interest holder liability
and conversion of partnerships and limited partnerships.
Articles of Conversion
Section 117 creates s. 617.18044, F.S., requiring articles of conversion to be signed by the
converting eligible entity and include specific information in the articles. The articles must be
delivered to the department for filing and are effective pursuant to s. 617.0123, F.S. The bill also
specifies when a conversion is effective, when a certificate of authority is canceled, and when a
copy of the articles of conversion may be filed in county records.
Amendment to a Plan of Conversion
Section 118 creates s. 617.18045, F.S., permitting a plan of conversion to be amended in the
same manner as the plan was approved or in a manner provided in the plan. The plan of
conversion may be abandoned by a domestic corporation, before the articles of conversion
become effective and after the plan of conversion has been adopted, in a manner set out in the
plan of conversion or board of directors. If the conversion is abandoned after the articles of
conversion have been delivered but before they become effective, a statement of abandonment
must be signed by the converting eligible entity and delivered to the department for filing.
Effect of Conversion
Section 119 creates s. 617.18046, F.S., detailing the effects of conversion, which are
substantially similar to the effects of domestication listed in s. 617.18034, F.S., in the bill.
BILL: SB 554 Page 29
Miscellaneous Provisions
Sections 120-167 amend ss. 617.2005, 617.2006, 39.8298, 381.00316, 605.1025, 617.0102,
617.0121, 617.0122, 617.0125, 617.02011, 617.0203, 617.0205, 617.0301, 617.0504, 617.0806,
617.0824, 617.0825, 617.0831, 617.0901, 617.1008, 617.1009, 617.1404, 617.1422, 617.1423,
617.1501, 617.1510, 617.1606, 617.1623, 617.1701, 617.1702, 617.1703, 617.1711, 617.1808,
617.1809, 617.1904, 617.1907, 617.1908, 617.2001, 617.2002, 617.2003, 617.2007, 617.2101,
617.221, 620.2108, 620.8918, 628.910, 768.38, and 893.055, F.S., making clarifying changes
that do not substantively affect the meaning of the law.
Sections 180-189 reenact ss. 617.1007, 295.21, 409.987, 718.1265, 719.128, 720.316, 718.3027,
720.3033, 721.13, 718.111, F.S., for the purpose of incorporating the amendments made by this
bill.
Section 190 sets forth an effective date of July 1, 2026.
IV. Constitutional Issues:
A. Municipality/County Mandates Restrictions:
None.
B. Public Records/Open Meetings Issues:
None.
C. Trust Funds Restrictions:
None.
D. State Tax or Fee Increases:
None.
E. Other Constitutional Issues:
None identified.
V. Fiscal Impact Statement:
A. Tax/Fee Issues:
None.
B. Private Sector Impact:
None.
BILL: SB 554 Page 30
C. Government Sector Impact:
Indeterminate. There will likely be little impact on the department as it already manages
filings of corporations in Florida.
VI. Technical Deficiencies:
None.
VII. Related Issues:
None.
VIII. Statutes Affected:
This bill substantially amends the following sections of the Florida Statutes: 617.01011,
617.01201, 617.0123, 617.0124, 617.0126, 617.0127, 617.0128, 617.01301, 617.01401,
617.0141, 617.0202, 617.0204, 617.0206, 617.0302, 617.0304, 617.0401, 617.0403, 617.0501,
617.0502, 617.0503, 617.0505, 617.0601, 617.0604, 617.0605, 617.0606, 617.0607, 617.0608,
617.0701, 617.0721, , 617.0742, 617.0803, 617.0808, 617.0809, 617.0820, 617.0821, 617.0823,
617.0830, 617.0832, 617.0834, 617.0835, 617.1001, 617.1002, 617.1006, 617.1101, 617.1102,
617.1103, 617.1105, 617.1106, 617.1107, 617.1202, 617.1401, 617.1402, 617.1403, 617.1405,
617.1406, 617.1407, 617.1408, 617.1420, 617.1421, 617.1430, 617.1431, 617.1432, 617.1433,
617.1440, 617.1502, 617.1503, 617.1504, 617.1505, 617.1506, 617.1507, 617.1508, 617.1509,
617.1520, 617.1530, 617.1532, 617.1601, 617.1602, 617.1603, 617.1604, 617.1605, 617.1622,
617.2005, 617.2006, 39.8298, 381.00316, 605.1025, 617.0102, 617.0121, 617.0122, 617.0125,
617.02011, 617.0203, 617.0205, 617.0301, 617.0504, 617.0806, 617.0824, 617.0825, 617.0831,
617.0901, 617.1008, 617.1009, 617.1404, 617.1422, 617.1423, 617.1501, 617.1510, 617.1606,
617.1623, 617.1701, 617.1702, 617.1703, 617.1711, 617.1808, 617.1809, 617.1904, 617.1907,
617.1908, 617.2001, 617.2002, 617.2003, 617.2007, 617.2101, 617.221, 620.2108, 620.8918,
628.910, 768.38, 893.055, 617.1007, 295.21, 409.987, 718.1265, 719.128, 720.316, 718.3027,
720.3033, 721.13, 718.111.
This bill creates the following sections of the Florida Statutes: 617.0143, 617.05021, 617.05022,
617.0603, 617.0741 617.0743, 617.0744, 617.0745, 617.0746, 617.0747,617.0804, 617.0805,
617.08091, 617.0844, 617.1104,, 617.1409, 617.14091, 617.1434, 617.1435, 617.15015,
617.15091, 617.1521, 617.1522, 617.1523, 617.15315, 617.16051, 617.180301, 617.18031,
617.18032, 617.18033, 617.18034, 617.1804, 617.18041, 617.18042, 617.18043, 617.18044,
617.18045, 617.18046.
This bill repeals the following sections of the Florida Statutes: 617.07401, 617.0822, 617.1108,
617.1301, 617.1302, 617.1531, 617.1533, 617.1803, 617.1805, 617.1806, 617.1807, 617.2102.
BILL: SB 554 Page 31
IX. Additional Information:
A. Committee Substitute – Statement of Changes:
(Summarizing differences between the Committee Substitute and the prior version of the bill.)
None.
B. Amendments:
None.
This Senate Bill Analysis does not reflect the intent or official position of the bill’s introducer or the Florida Senate.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
By Senator Bernard
24-00209-26 2026554__ 24-00209-26 2026554__
1 A bill to be entitled 30 correction from containing a delayed effective date
2 An act relating to nonprofit corporations; amending s. 31 for the correction; authorizing a corporation to
3 617.01011, F.S.; renaming the “Florida Not For Profit 32 withdraw a filing delivered to the department before
4 Corporation Act” as the “Florida Nonprofit Corporation 33 it takes effect by delivering a withdrawal statement
5 Act”; amending s. 617.01201, F.S.; providing 34 to the department for filing; specifying what
6 applicability; providing that provisions of a plan or 35 information must be included in a withdrawal
7 filed document may not be made dependent upon facts 36 statement; providing that the action or transaction
8 outside the plan or filed document; requiring a 37 evidenced by the original filing does not take effect
9 corporation to file articles of amendment with the 38 upon the filing of a withdrawal statement by the
10 Department of State under certain circumstances; 39 department; amending s. 617.0126, F.S.; revising what
11 providing that articles of amendment are deemed to be 40 a domestic or foreign corporation may do if the
12 authorized by the authorization of the original filed 41 department refuses to file a document delivered to its
13 document to which they relate; providing that such 42 office for filing; amending s. 617.0127, F.S.;
14 articles of amendment may be filed by the corporation 43 requiring all courts, public offices, and official
15 without further action by the board of directors or 44 bodies to receive all certificates issued by the
16 the members; defining the terms “filed document” and 45 department as prima facie evidence of certain facts;
17 “plan”; making technical changes; amending s. 46 amending s. 617.0128, F.S.; requiring the department
18 617.0123, F.S.; providing that a document accepted for 47 to issue, upon request, a certificate of status for a
19 filing may specify an effective time and a delayed 48 domestic corporation or a certificate of authorization
20 effective date; providing that a previous effective 49 for a foreign corporation; amending s. 617.01301,
21 date may be specified in the initial articles of 50 F.S.; revising who must answer interrogatories
22 incorporation if such date is within a specified 51 directed at a corporation; making technical changes;
23 timeframe; specifying when a document accepted for 52 amending s. 617.01401, F.S.; defining, revising, and
24 filing is effective; providing that the date or time 53 deleting terms; amending s. 617.0141, F.S.; requiring
25 at which a document is filed is the time and date at 54 written and oral notice to be communicated in a
26 the place of filing in this state; amending s. 55 specified manner; making technical changes; creating
27 617.0124, F.S.; revising the circumstances in which a 56 s. 617.0143, F.S.; defining terms; providing that a
28 domestic or foreign corporation may correct a document 57 director is not automatically prevented from being a
29 filed with the department; prohibiting articles of 58 qualified director under certain circumstances;
Page 1 of 280 Page 2 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
59 amending s. 617.0202, F.S.; revising the contents of 88 signing and delivering to the department a statement
60 the articles of incorporation; amending s. 617.0204, 89 of resignation; revising the statement of resignation
61 F.S.; deleting an exception for liability for 90 requirements; deleting the notification requirements
62 preincorporation transactions; amending s. 617.0206, 91 for a registered agent who changes his or her business
63 F.S.; providing an exception when the initial bylaws 92 name or business address; deleting a provision that a
64 of a corporation must be adopted by its board of 93 registered office or registered agent may be changed
65 directors; amending s. 617.0302, F.S.; revising the 94 on the corporation’s annual report form filed with the
66 corporate powers of nonprofit corporations; amending 95 department; deleting a requirement that the department
67 s. 617.0304, F.S.; making technical changes; amending 96 collect a fee for filings; creating s. 617.05021,
68 s. 617.0401, F.S.; authorizing a corporation to 97 F.S.; authorizing a registered agent to resign as
69 register under a name that is not otherwise 98 agent for a corporation in a specified manner under
70 distinguishable on the records of the department under 99 certain circumstances; providing applicability;
71 certain circumstances; providing that the corporate 100 providing that a registered agent is terminated upon
72 name as filed with the department is for public notice 101 the department filing certain documents; providing
73 only and does not alone create any presumption of 102 that a registered agent ceases to have responsibility
74 ownership of such name; providing applicability; 103 for any matter tendered to the agent once a statement
75 amending s. 617.0403, F.S.; authorizing a foreign 104 of resignation takes effect; authorizing a registered
76 corporation that has registered its name to conduct 105 agent to resign from a corporation regardless of
77 its affairs in this state; making technical changes; 106 whether the corporation has active status; creating s.
78 amending s. 617.0501, F.S.; specifying the duties of a 107 617.05022, F.S.; authorizing a registered agent
79 registered agent; deleting the definition for the term 108 seeking to change the registered agent’s name or
80 “authorized entity”; authorizing a court to stay a 109 business address to file with the department a
81 proceeding commenced by a corporation until the 110 statement of change; specifying the information to be
82 corporation is in compliance; making technical 111 included in the statement of change; requiring a
83 changes; amending s. 617.0502, F.S.; revising the 112 registered agent to furnish notice of the statement of
84 information required in a statement filed with the 113 change to the represented corporation; providing that
85 department for a corporation requesting to change its 114 the statement of change is effective when filed by the
86 registered office or its registered agent; deleting a 115 department; providing that such changes may be made by
87 provision that a registered agent may resign by 116 the corporation with other filings by the department;
Page 3 of 280 Page 4 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
117 requiring the department to collect a fee for filings; 146 member of itself or exercising the rights of a member
118 amending s. 617.0503, F.S.; deleting applicability for 147 with respect to itself; providing that a corporation’s
119 alien business organizations; revising the testimony 148 purchase of its own membership interest is canceled
120 and records required to be produced for the Department 149 under certain circumstances; making technical changes;
121 of Legal Affairs by certain domestic or foreign 150 creating s. 617.0603, F.S.; authorizing a corporation
122 corporations; deleting definitions; making technical 151 to pay certain compensation to and confer certain
123 changes; amending s. 617.0505, F.S.; prohibiting a 152 benefits upon its members, directors, officers,
124 corporation from paying any dividend and making 153 agents, and employees; authorizing a corporation to
125 distributions of any part of its net income or net 154 make certain distributions to its members and others
126 earnings to its members, directors, or officers; 155 upon dissolution or final liquidation; providing that
127 revising exceptions; providing that a dividend or 156 such payments, benefits, or distributions may not be
128 distribution by a nonprofit insurance company 157 deemed to be a dividend or a distribution of income or
129 subsidiary is not a distribution under certain 158 earnings; amending s. 617.0604, F.S.; authorizing a
130 circumstances; making technical changes; amending s. 159 corporation to levy dues, assessments, and fees on its
131 617.0601, F.S.; providing that, for certain nonprofit 160 members to the extent authorized by the articles of
132 corporations, notice to, the presence of, or the vote, 161 incorporation or bylaws; providing that such dues,
133 consent, or other action by a board of directors 162 assessments, and fees may be imposed on members of the
134 satisfies a specified requirement; requiring 163 same class in alike or different amounts or
135 corporation members who have no other rights except as 164 proportions, and imposed on a different basis on
136 provided in the articles of incorporation or the 165 different classes of members; providing that certain
137 bylaws to have the same rights and obligations as 166 members may be made exempt from such dues,
138 every other member; authorizing a corporation to admit 167 assessments, and fees to the extent provided in the
139 members for no consideration or for such consideration 168 articles of incorporation or bylaws; providing that
140 as determined by the board of directors; providing 169 the amount and method of collecting such dues,
141 that such consideration may take any form; providing 170 assessments, and fees may be fixed in the articles of
142 that payment of such consideration may be made as set 171 incorporation or bylaws, or by the board of directors
143 forth in or authorized by the articles of 172 or its members; providing that the articles of
144 incorporation, the bylaws, or the action of the board 173 incorporation or bylaws may provide reasonable means
145 of directors; prohibiting a corporation from being a 174 to enforce the collection of such dues, assessments,
Page 5 of 280 Page 6 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
175 and fees; prohibiting a creditor of a corporation from 204 prohibiting the levy of certain penalties until after
176 bringing a proceeding to reach the liability of a 205 the corporation has provided notice to the member
177 member of the corporation unless certain conditions 206 concerned and has afforded the affected member an
178 are met; authorizing all creditors of a corporation to 207 opportunity to be heard on the matter; amending s.
179 intervene in any other creditor’s proceeding brought 208 617.0608, F.S.; prohibiting certain corporations from
180 to reach and apply unpaid amounts due from the 209 purchasing the membership interests or any rights
181 corporation; authorizing all members who owe unpaid 210 arising from membership of any of their members;
182 amounts to the corporation to be joined in the 211 authorizing certain other corporations to purchase the
183 proceeding; providing that satisfaction of a debt owed 212 membership interest of any member or any right arising
184 to a creditor by the corporation through payment of a 213 from membership, subject to the articles of
185 member who owes unpaid amounts to the corporation 214 incorporation or bylaws; providing that payment for
186 satisfies the debt of the corporation to the creditor 215 such membership interest or right arising from
187 and the debt of the member to the corporation to the 216 membership is not a dividend or a distribution of
188 extent so paid by the member to the creditor; amending 217 income or earnings; providing circumstances in which a
189 s. 617.0605, F.S.; revising the process by which 218 corporation may purchase the membership interests of a
190 membership interests of a corporation may be 219 member who resigns; amending s. 617.0701, F.S.;
191 transferred; amending s. 617.0606, F.S.; authorizing a 220 authorizing a corporation with members to hold
192 member to resign at any time for any reason; amending 221 meetings for certain purposes; providing that
193 s. 617.0607, F.S.; providing that a member who had a 222 specified meetings may be held in or out of this
194 membership suspended or terminated may be liable to 223 state; providing that failure to hold a required
195 the corporation for dues, assessments, or fees for 224 annual meeting does not work a forfeiture or
196 obligations incurred or commitments made before the 225 dissolution of the corporation and does not affect the
197 expulsion, suspension, or termination; providing that 226 validity of any corporate action; revising when
198 any such expulsion, suspension, or termination does 227 special meetings of the members may be called;
199 not relieve the member of any obligations or 228 providing that a written demand for a special meeting
200 commitments made before the expulsion, suspension, or 229 may be revoked by a writing received by the
201 termination; authorizing a corporation to levy fines 230 corporation before receiving the written demands from
202 or penalize its members if such actions are authorized 231 certain members sufficient in number to require
203 in the articles of incorporation or bylaws; 232 holding the special meeting; providing that any
Page 7 of 280 Page 8 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
233 business other than that described in the meeting 262 incapacity of a member who appoints a proxy does not
234 notice may not be conducted at the meeting; 263 affect the right of the corporation to accept the
235 authorizing special meetings to be held in or out of 264 proxy’s authority under certain circumstances;
236 this state at a place stated in or fixed in accordance 265 authorizing a member to revoke appointment of a proxy;
237 with the articles of incorporation and bylaws; 266 providing an exception; providing that a corporation
238 requiring that special meetings be held at the 267 may reject a ballot or demand, as well as a vote,
239 corporation’s principal office if no such place is 268 consent, waiver, or proxy appointment, under certain
240 stated in or fixed in the articles of incorporation 269 circumstances; providing that members of any class,
241 and bylaws or in the notice of special meeting; 270 their attorneys-in-fact, and proxies may participate
242 providing that action taken by written consent is 271 in any meeting of members to the extent that the board
243 effective when such written consent is signed by 272 of directors authorizes such participation for such
244 members entitled to cast the required number of votes 273 class; limiting participation by remote communication
245 on the action and has been delivered to the 274 to the guidelines and procedures adopted by the board
246 corporation; requiring that, for corporations whose 275 of directors; providing that members, their attorneys-
247 nonvoting members must be given notice of proposed 276 in-fact, and proxies who participate by means of
248 corporate action, proper notice be given to the 277 remote communication are deemed present in person and
249 nonvoting members after obtaining authorization by 278 may vote at a meeting under certain circumstances;
250 written consent; authorizing members to waive any 279 requiring that a vote or action taken by a member, a
251 required notice within a certain timeframe; requiring 280 member’s attorney in fact, or a proxy by means of
252 that such waiver be in writing, signed by the member, 281 remote communication be maintained by the corporation;
253 and delivered to the corporation for filing; providing 282 providing that a meeting may be held solely by means
254 that a member’s attendance at a meeting waives certain 283 of remote communication only under certain
255 objections; making technical changes; amending s. 284 circumstances; making technical changes; creating s.
256 617.0721, F.S.; providing that a member or a member’s 285 617.0741, F.S.; prohibiting directors, officers, or
257 attorney in fact may appoint a proxy to vote or 286 members from commencing a proceeding in the right of a
258 otherwise act for the member for certain duties; 287 domestic or foreign corporation unless certain
259 requiring that an appointment form contain certain 288 circumstances exist; creating s. 617.0742, F.S.;
260 information; specifying when an appointment of a proxy 289 specifying requirements for a complaint in a
261 is effective and valid; providing that the death or 290 proceeding brought in the right of a corporation;
Page 9 of 280 Page 10 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
291 creating s. 617.0743, F.S.; authorizing the court to 320 in the articles of incorporation or bylaws, the term
292 stay a derivative proceeding if the corporation 321 of a director is 1 year; providing that a decrease in
293 commences an inquiry into the allegations made in the 322 the number of directors does not affect an incumbent
294 demand or complaint; creating s. 617.0744, F.S.; 323 director’s term; providing that the term of a director
295 authorizing the court to dismiss a derivative 324 elected to fill a vacancy expires at the end of the
296 proceeding on motion by the corporation if a certain 325 term the director is filling; providing that a
297 determination is made by specified persons; providing 326 director continues to serve after his or her term
298 that the corporation has the burden of proof in all 327 expires until the director’s successor takes office;
299 such cases in regard to certain issues; authorizing 328 amending s. 617.0808, F.S.; providing that a director
300 the court to appoint a panel of disinterested and 329 may be removed under certain circumstances; amending
301 independent persons to make such determination; 330 s. 617.0809, F.S.; revising the manner in which a
302 providing construction; creating s. 617.0745, F.S.; 331 vacancy on the board of directors is filled; deleting
303 providing that a derivative action may not be 332 a requirement that the term of a director elected or
304 discontinued or settled without the court’s approval; 333 appointed to fill a vacancy expires at the next annual
305 requiring the court to direct that notice be given to 334 meeting to elect directors; deleting a provision
306 certain members under certain circumstances; 335 authorizing a vacancy caused by an increase in the
307 authorizing the court to determine which party bears 336 number of directors to be filled by the board of
308 the expense of giving such notice; creating s. 337 directors in a specified manner; creating s.
309 617.0746, F.S.; authorizing the court to take 338 617.08091, F.S.; authorizing the court to remove a
310 specified action upon the termination of a derivative 339 director from office in a proceeding commenced by or
311 proceeding; creating s. 617.0747, F.S.; providing 340 in the right of the corporation if the court makes
312 applicability; amending s. 617.0803, F.S.; revising 341 certain findings; limiting the persons who may bring
313 the number of persons to serve on the board of 342 such an action; requiring that an action by a member
314 directors; creating s. 617.0804, F.S.; specifying the 343 be brought only if the member or members collectively
315 manner in which directors of membership and 344 bringing action have a specified voting power;
316 nonmembership corporations are elected; creating s. 345 authorizing the court to bar the director from being
317 617.0805, F.S.; providing that the articles of 346 reelected, redesignated, or reappointed for a period
318 incorporation or bylaws may specify the terms of 347 prescribed by the court; providing construction;
319 directors; providing that if a term is not specified 348 amending s. 617.0820, F.S.; revising the criteria for
Page 11 of 280 Page 12 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
349 when meetings of the board of directors may be called; 378 validity of such transaction or seeking relief has the
350 authorizing that regular meetings of the board of 379 burden of proving certain facts; specifying the burden
351 directors may be held without notice of date, time, 380 of proof for the person defending or asserting the
352 place, or purpose; requiring that special meetings of 381 validity of the director’s conflict of interest;
353 the board of directors be preceded by a certain amount 382 providing that the presence of or a vote cast by a
354 of notice of the date, time, and place of the meeting; 383 director with an interest in a transaction does not
355 amending s. 617.0821, F.S.; requiring that actions 384 affect the validity of the action if the transaction
356 taken without a meeting be delivered to the 385 is otherwise authorized, approved, or ratified by the
357 corporation; revising when certain action taken is 386 board of directors; authorizing a party challenging
358 effective; providing that a director’s consent may be 387 the validity of the transaction to assert and prove
359 withdrawn by a revocation signed by the director and 388 that a director or member was not disinterested on
360 delivered to the corporation before delivery to the 389 certain grounds for the purpose of voting on,
361 corporation of certain unrevoked written consents; 390 consenting to, or approving the transaction; requiring
362 amending s. 617.0823, F.S.; revising the list of what 391 that an action to satisfy certain authorization
363 a director waives when he or she signs a waiver of 392 requirements be taken by the board of directors or a
364 notice and attends a meeting of the board of 393 committee in order to authorize the transaction under
365 directors; amending s. 617.0830, F.S.; specifying the 394 certain circumstances; requiring that action be taken
366 standards of conduct a member of the board of 395 to satisfy certain requirements by the members or a
367 directors or a board committee must conform to in 396 committee in order to authorize the transaction under
368 discharging his or her duties; authorizing members to 397 certain circumstances; reordering and amending s.
369 rely on certain persons in discharging their duties; 398 617.0834, F.S.; revising immunity and liability of
370 providing that a director is not a trustee in certain 399 certain persons; specifying when such persons are
371 respects; amending s. 617.0832, F.S.; defining terms; 400 deemed not to have derived an improper personal
372 providing that if a director’s conflict of interest 401 benefit from any transaction under certain
373 transaction is fair to the corporation at the time 402 circumstances; revising the definition of the term
374 that transaction is authorized, approved, effectuated, 403 “recklessness”; providing construction; amending s.
375 or ratified, the transaction is not void or voidable, 404 617.0835, F.S.; revising applicability; creating s.
376 and is not grounds for relief, damages, or other 405 617.0844, F.S.; providing the standards of conduct an
377 sanctions; providing that the person challenging the 406 officer must conform to in discharging his or her
Page 13 of 280 Page 14 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
407 duties; authorizing officers to rely on certain 436 at the meeting of the board of directors for certain
408 persons in discharging their duties; specifying the 437 domestic corporations; providing that a plan of merger
409 duties of an officer; providing that an officer is not 438 may be abandoned after the plan has been approved but
410 a trustee with respect to the corporation or any 439 before the articles of merger are effective; providing
411 property held or administered by the corporation in 440 that the plan may be abandoned by the board of
412 trust; amending s. 617.1001, F.S.; revising the 441 directors in the same manner as the plan of merger was
413 authority of the corporation to amend its articles of 442 approved by a domestic corporation or a merging
414 incorporation; amending s. 617.1002, F.S; revising the 443 domestic eligible entity; requiring that a statement
415 procedure for amending the articles of incorporation; 444 of abandonment signed by all parties that signed the
416 amending s. 617.1006, F.S.; requiring that an 445 articles of merger be delivered to the department if
417 amendment to the articles of incorporation be 446 the merger is abandoned after articles of merger were
418 delivered to the department for filing articles of 447 delivered to the department for filing but before the
419 amendment; specifying what must be set forth in such 448 articles of merger become effective; specifying what
420 articles of amendment; amending s. 617.1101, F.S.; 449 must be in a statement of abandonment; creating s.
421 revising the plan of merger for certain entities; 450 617.1104, F.S.; authorizing a domestic or foreign
422 specifying what a plan of merger must include; 451 parent eligible entity that holds membership in a
423 providing that terms of a plan of merger may be made 452 domestic corporation and that carries a specified
424 dependent upon facts objectively ascertainable outside 453 percentage of voting power of the domestic corporation
425 the plan; authorizing amendments to a plan of merger 454 to merge the subsidiary into itself or into another
426 with the consent of each party to the merger, except 455 specified domestic or foreign eligible entity or to
427 as provided in the plan; authorizing a domestic party 456 merge itself into the subsidiary; providing that such
428 to a merger to approve an amendment to a plan in a 457 mergers do not require approval of the board of
429 certain manner; amending s. 617.1102, F.S.; revising 458 directors or members of the subsidiary unless
430 the limitations on merger for certain corporations 459 required; providing that articles of merger do not
431 that hold property for a charitable purpose; amending 460 need to be signed by the subsidiary entity; requiring
432 s. 617.1103, F.S.; specifying the manner in which a 461 the parent eligible entity to notify subsidiary
433 plan of merger must be adopted for a domestic 462 members within a specified timeframe; providing
434 corporation whose members are entitled to vote on the 463 construction; amending s. 617.1105, F.S.; requiring
435 merger; authorizing the adoption of a plan of merger 464 that the articles of merger be signed by each party to
Page 15 of 280 Page 16 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
465 the merger if the merger has been approved; providing 494 under certain circumstances; amending s. 617.1202,
466 an exception; specifying what must be included in the 495 F.S.; revising the manner in which a corporation may
467 articles of merger; requiring that the articles of 496 sell, lease, exchange, or otherwise dispose of all, or
468 merger be delivered to the department for filing; 497 substantially all, of its property; specifying the
469 specifying when a merger becomes effective; 498 manner in which a board of directors proposes and its
470 authorizing the filing of articles of merger in a 499 members approve the proposed transaction; authorizing
471 specified manner under certain circumstances; amending 500 the corporation to abandon such disposition of
472 s. 617.1106, F.S.; revising the effects of a merger 501 property without action by the members; providing
473 once such merger becomes effective; providing that a 502 exceptions; providing construction; reenacting and
474 merger does not give rise to any rights that any 503 amending s. 617.1401, F.S.; revising what must be set
475 interest holder or third party would have upon a 504 forth in articles of dissolution; amending s.
476 dissolution, liquidation, or winding up of that party; 505 617.1402, F.S.; making technical changes; amending s.
477 providing that a party to a merger is not required to 506 617.1403, F.S.; defining the term “dissolved
478 wind up its affairs and cause its dissolution or 507 corporation”; reenacting and amending s. 617.1405,
479 termination; prohibiting certain property held in 508 F.S.; authorizing the circuit court to appoint a
480 trust or otherwise used for charitable purposes from 509 trustee, custodian, receiver, or provisional director
481 being diverted from such purposes except as provided 510 for any property owned or acquired by the corporation
482 by law; providing that any bequest, devise, gift, 511 to conduct its affairs for winding up and liquidating
483 grant, or promise contained in certain instruments 512 its affairs if any director or officer of the
484 inures to the survivor of the merger; providing that a 513 dissolved corporation is unwilling or unable to serve
485 trust obligation that would govern property if the 514 or cannot be located; prohibiting certain property
486 property is directed to be transferred to the 515 held in trust from being diverted from its trust or
487 nonsurviving party is transferred to the surviving 516 charitable purpose unless done so under certain
488 party of a merger; amending s. 617.1107, F.S.; 517 circumstances; amending s. 617.1406, F.S.; deleting
489 deleting provisions related to mergers of foreign 518 obsolete language; making technical changes; amending
490 corporations and domestic corporations under certain 519 s. 617.1407, F.S.; revising the notice requirements
491 circumstances; requiring a foreign eligible entity 520 that a dissolved corporation or successor entity must
492 that survives a merger to comply with ch. 617, F.S.; 521 file with the department; revising the claimants who
493 deleting a provision to allow abandonment of merger 522 may bring a claim against a dissolved corporation or
Page 17 of 280 Page 18 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
523 successor entity; providing conditions under which 552 ordered by the court satisfies the dissolved
524 certain claims are barred; amending s. 617.1408, F.S.; 553 corporation’s obligations with respect to certain
525 authorizing that a dissolved corporation or successor 554 claims; creating s. 617.14091, F.S.; providing that
526 entity may dispose of known claims against it by 555 directors of certain dissolved corporations are not
527 giving written notice to its known claimants of the 556 personally liable to its claimants; authorizing
528 dissolution within a specified timeframe after a 557 certain claims from being enforced against the
529 specified timeframe; specifying what must be in such 558 dissolved corporation’s undistributed assets and a
530 written notice; authorizing that a dissolved 559 member of the dissolved corporation on a pro rata
531 corporation or successor entity may reject a claim 560 share of the claim or the corporate assets distributed
532 submitted by a claimant and received before the 561 to such member, whichever is less; providing
533 specified timeframe by mailing notice of the rejection 562 construction; amending s. 617.1420, F.S.; requiring
534 to the claimant within a specified timeframe; 563 the department to serve notice in a record to the
535 specifying what must be included in such notice; 564 corporation of its intent to administratively dissolve
536 providing that a claim against a dissolved corporation 565 a corporation under certain circumstances; specifying
537 is barred under certain circumstances; defining the 566 the manner in which the department may issue the
538 term “known claim”; providing that such notice does 567 notice; requiring the department to administratively
539 not revive any claim then barred or acknowledge that 568 dissolve a corporation that does not respond to such
540 any person to whom such notice is sent is a proper 569 notice within a specified timeframe; requiring the
541 claimant and does not operate as a waiver of any 570 department to issue a notice in a record of
542 defenses or counterclaims; creating s. 617.1409, F.S.; 571 administrative dissolution that states the grounds for
543 authorizing a dissolved corporation to file with the 572 the administrative dissolution; authorizing the
544 circuit court for a determination of the amount and 573 department to issue such notice in a specified manner;
545 form of security to be provided for payment of unknown 574 reenacting and amending s. 617.1421, F.S.; making
546 claims; specifying certain notice requirements of such 575 technical changes; amending s. 617.1430, F.S.;
547 proceeding; authorizing the court to appoint a 576 revising when a circuit court may dissolve a
548 guardian ad litem for a specified purpose; requiring 577 corporation or order other remedies; amending s.
549 the dissolved corporation to pay the reasonable fees 578 617.1431, F.S.; revising the venue for judicial
550 and expenses of the guardian ad litem; providing that 579 dissolution proceedings; providing that directors need
551 provisions by the dissolved corporation for security 580 not be made parties to a proceeding to dissolve a
Page 19 of 280 Page 20 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
581 corporation unless relief is sought against them 610 provisional director has all the rights and powers of
582 individually; authorizing a court to award reasonable 611 a duly elected director, until removed; specifying the
583 attorney fees and costs to the other parties to the 612 criteria for a provisional director; requiring a
584 proceedings if the court makes certain findings; 613 provisional director to report to the court concerning
585 deleting obsolete language; amending s. 617.1432, 614 certain matters; providing that a provisional director
586 F.S.; prohibiting a court from appointing a custodian 615 is not liable for actions taken or decisions made;
587 or receiver brought in certain proceedings if its 616 providing exceptions; requiring the provisional
588 members, directors, or authorized persons have 617 director to submit recommendations to the court if
589 provided for the appointment of a provisional director 618 directed; authorizing any officer or director to
590 or other means for the resolution of a deadlock; 619 petition the court for certain instructions; requiring
591 authorizing the court to enforce the remedy so 620 the court to compensate and reimburse the provisional
592 provided by the provisional director; revising who the 621 director; amending s. 617.1440, F.S.; providing an
593 court may appoint to act as receiver or custodian of 622 exception to the assets that must be deposited with
594 the corporation; revising the duties of the receiver 623 the Department of Financial Services for safekeeping;
595 redesignated as custodian by the court; authorizing 624 making technical changes; creating s. 617.15015, F.S.;
596 the court to amend the order designating the receiver 625 providing the governing law for a foreign corporation
597 as custodian and custodian as receiver; making 626 for certain affairs and interests of the foreign
598 technical changes; amending s. 617.1433, F.S.; 627 corporation; prohibiting a foreign corporation from
599 conforming provisions to changes made by the act; 628 being denied a certificate of authority for a
600 making technical changes; creating s. 617.1434, F.S.; 629 specified reason; providing that a certificate of
601 authorizing the court to order certain actions be 630 authority does not authorize a foreign corporation to
602 taken as an alternative to directing the dissolution 631 engage in any business or exercise any prohibited
603 of the corporation; creating s. 617.1435, F.S.; 632 power; amending s. 617.1502, F.S.; making technical
604 authorizing the court to appoint a provisional 633 changes; providing that any member, officer, or
605 director for a certain proceeding if it appears such 634 director of a foreign corporation is not liable for
606 appointment will remedy the grounds alleged by the 635 the debts, obligations, or other liabilities of the
607 complaining members or directors; providing that a 636 foreign corporation under certain circumstances;
608 provisional director may be appointed without a 637 providing applicability; requiring a foreign
609 vacancy on the board of directors; providing that a 638 corporation that transacts business in this state
Page 21 of 280 Page 22 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
639 without a certificate of authority to appoint the 668 of the term “authorized entity”; requiring the
640 Secretary of State as its agent for service of 669 department to maintain an accurate record of the
641 process; amending s. 617.1503, F.S.; conforming a 670 registered agent and registered offices; requiring the
642 provision to changes made by the act; amending s. 671 department to furnish any information for a fee;
643 617.1504, F.S.; revising the requirements for a 672 prohibiting a foreign corporation from prosecuting or
644 foreign corporation to amend its certificate of 673 maintaining any action in a court in this state until
645 authority; revising applicability; authorizing a 674 it complies with certain requirements; authorizing a
646 foreign corporation to amend its certificate of 675 court to stay a proceeding commenced by a foreign
647 authority to add, remove, or change certain 676 corporation until such compliance; amending s.
648 information; amending s. 617.1505, F.S.; deleting a 677 617.1508, F.S.; specifying what must be in a statement
649 prohibition of the state to regulate the organization 678 of change; providing that a statement of change is
650 or internal affairs of a foreign corporation; making a 679 effective when filed with the department; providing a
651 technical change; amending s. 617.1506, F.S.; revising 680 statement of change may also be filed on the foreign
652 the requirements for a foreign corporation whose name 681 corporation’s annual report in an application for
653 is noncompliant to use an alternate name; authorizing 682 reinstatement; making technical changes; amending s.
654 the foreign corporation to use its name if it becomes 683 617.1509, F.S.; requiring the registered agent of a
655 available; providing construction; authorizing a 684 foreign corporation to mail a copy of his or her
656 foreign corporation to transact business in this state 685 statement of resignation to the foreign corporation
657 under the alternate name; providing an exception; 686 after filing it with the department; providing when a
658 prohibiting a foreign corporation with a noncompliant 687 registered agent is terminated; providing that a
659 name from transacting business in this state until 688 registered agent ceases to have responsibility for any
660 such corporation obtains an amended certificate of 689 matters for the foreign corporation when a statement
661 authority; authorizing a foreign corporation to 690 of resignation takes effect; providing that
662 register under a name not otherwise distinguishable on 691 resignation does not affect contractual rights between
663 the records of another registered entity under certain 692 the foreign corporation and the registered agent;
664 circumstances; amending s. 617.1507, F.S.; requiring 693 authorizing a registered agent to resign from a
665 certain registered agents file a statement with the 694 foreign corporation regardless if it has active
666 department with certain information; providing the 695 status; creating s. 617.15091, F.S.; providing the
667 duties of a registered agent; deleting the definition 696 permissible means of delivery of certain
Page 23 of 280 Page 24 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
697 communications; providing when notice to the 726 specified date; requiring the department to issue
698 department is effective; providing an exception; 727 notice to revoke the foreign corporation’s certificate
699 amending s. 617.1520, F.S.; requiring a foreign 728 of authority and authority to transact business;
700 corporation who wishes to cancel its certificate of 729 authorizing the department to issue notice stating the
701 authority to deliver to the department a notice of 730 grounds of such revocations by electronic transmission
702 withdrawal of certificate of authority; providing when 731 if the foreign corporation provided an e-mail address;
703 the certificate is effective; requiring such 732 providing that revocation of a foreign corporation’s
704 certificate be signed by an officer or a director and 733 certificate of authority does not terminate the
705 state certain information; providing that service of 734 authority of the registered agent; creating s.
706 process for a foreign corporation whose withdrawal is 735 617.15315, F.S.; authorizing a foreign corporation
707 effective is on the Secretary of State; creating s. 736 whose certificate of authority has been revoked to
708 617.1521, F.S.; providing that a foreign corporation 737 apply to the department for reinstatement at any time
709 that converts to a domestic corporation or another 738 after the effective date of revocation; requiring the
710 domestic eligible entity is deemed to have withdrawn 739 foreign corporation to submit all fees and penalties
711 its certificate of authority on the effective date of 740 owed with its application for reinstatement;
712 the conversion; creating s. 617.1522, F.S.; requiring 741 specifying what must be included in the application
713 certain entities no longer authorized to conduct 742 for reinstatement; authorizing a foreign corporation
714 affairs in this state to deliver a notice of 743 to be reinstated if it pays all fees and penalties and
715 withdrawal of certificate of authority to the 744 files its current annual report; requiring the
716 department for filing; specifying service of process 745 registered agent and an officer or director to sign
717 for such entities; creating s. 617.1523, F.S.; 746 the annual report; requiring the department to
718 authorizing the Department of Legal Affairs to 747 reinstate the foreign corporation if all conditions
719 maintain an action to enjoin a foreign corporation 748 are met; providing that a reinstatement relates back
720 from illegally conducting affairs in this state; 749 to the effective date of the revocation of authority;
721 amending s. 617.1530, F.S.; authorizing the department 750 prohibiting another entity from using the name of the
722 to revoke a foreign corporation’s certificate of 751 foreign corporation whose certificate of authority has
723 authority to transact business under certain 752 been revoked until after a specified timeframe;
724 circumstances; requiring revocation of a foreign 753 requiring the department to require a foreign
725 corporation’s certificate of authority to be done on a 754 corporation seeking reinstatement whose name has been
Page 25 of 280 Page 26 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
755 lawfully assumed by another eligible entity to comply 784 from obtaining or using a membership list or any part
756 with choosing a new name before accepting its 785 thereof for any purpose unrelated to a member’s
757 application for reinstatement; amending s. 617.1532, 786 interest without the consent of the board of
758 F.S.; requiring the department to serve a foreign 787 directors; revising the definition of the term
759 corporation with written notice explaining the reasons 788 “member”; providing applicability; amending s.
760 for denial of its application for reinstatement; 789 617.1603, F.S.; authorizing a corporation to satisfy
761 authorizing a foreign corporation to appeal the 790 the right of a member to inspect specific records by
762 department’s denial in a specified manner; specifying 791 means chosen by the corporation; providing that the
763 how service is effectuated on the department; 792 corporation bears the reasonable costs of converting
764 authorizing the Circuit Court of Leon County to take 793 specified records; making technical changes;
765 certain actions; providing that the circuit court’s 794 conforming a cross-reference; amending s. 617.1604,
766 final decision may be appealed; amending s. 617.1601, 795 F.S.; revising the circumstances under which a
767 F.S.; requiring a corporation to maintain certain 796 corporation is not liable for the costs of a member
768 records; requiring such records be maintained in a 797 inspecting and copying specified records; authorizing
769 certain manner; amending s. 617.1602, F.S.; revising 798 the court to impose reasonable restrictions on the
770 the records a member of a corporation may inspect and 799 confidentiality of such records; making technical
771 copy; authorizing the corporation to impose reasonable 800 changes; amending s. 617.1605, F.S.; requiring a
772 restrictions on the disclosure, use, or distribution 801 corporation to deliver or make available the latest
773 of, and reasonable obligations to maintain the 802 annual financial statements to a member within a
774 confidentiality of, certain records; providing that 803 specified timeframe under certain circumstance;
775 persons who become members of a corporation after a 804 requiring the corporation to notify the member within
776 specified timeframe and who are entitled to vote at a 805 a specified timeframe if the annual financial
777 meeting are entitled to certain information; providing 806 statements have not been prepared for the fiscal year
778 an exception; prohibiting the abolishment or 807 requested; requiring the corporation to deliver to the
779 limitation of the right of inspection by a 808 member the annual financial statements within a
780 corporation’s articles of incorporation or bylaws; 809 specified timeframe; specifying how a corporation may
781 revising construction; prohibiting a member from 810 deliver the specified annual financial statements;
782 selling or distributing specific information or 811 authorizing the corporation to place reasonable
783 records; providing an exception; prohibiting a person 812 restrictions on members requesting annual financial
Page 27 of 280 Page 28 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
813 statements; authorizing a corporation to decline to 842 F.S.; revising the information to be included in a
814 issue annual financial statements if the corporation 843 domestic or foreign corporation’s annual report to the
815 determines the request was not made in good faith or 844 department; providing that if the name or address of a
816 for a proper purpose; authorizing a member who has not 845 registered agent in a corporation’s annual report
817 received a response from the corporation as required 846 differs from the records of the department, the annual
818 to seek relief from the circuit court in the 847 report is considered a statement of change; revising
819 applicable county; requiring the circuit court to 848 when the first annual report must be delivered to the
820 expedite the matter; authorizing the circuit court to 849 department; providing reporting requirements for
821 impose reasonable restrictions on the annual financial 850 specified entities involved in certain mergers,
822 statements; providing that the corporation has the 851 conversions, or domestications; creating s.
823 burden of proof; requiring the court to award the 852 617.180301, F.S.; providing construction; requiring a
824 member’s expenses under certain circumstances; 853 domesticating corporation to enter into a plan of
825 providing exceptions; creating s. 617.16051, F.S.; 854 domestication; specifying what must be included in a
826 providing that a director of a corporation is entitled 855 plan of domestication; authorizing the terms of a plan
827 to inspect and copy specified records of the 856 of domestication to be made dependent upon facts
828 corporation at any reasonable time for a specified 857 objectively ascertainable outside the plan; providing
829 purpose; authorizing the circuit court of the 858 applicability; creating s. 617.18031, F.S.; providing
830 applicable county to order inspection and copying of 859 the manner in which a domestication of a domestic
831 such records at the corporation’s expense upon 860 corporation into a foreign jurisdiction must be
832 application of a director who has been refused such 861 adopted; creating s. 617.18032, F.S.; providing that
833 inspection rights; providing exceptions; requiring the 862 articles of domestication must be signed by the
834 court to expedite such application; authorizing a 863 domesticating corporation after certain circumstances;
835 court that orders access to such records to include 864 specifying information to be included in the articles
836 specific provisions protecting the corporation from 865 of domestication; requiring that certain information
837 undue burden or expense and prohibiting the director 866 be included in the articles of domestication for a
838 from using such information obtained for a specified 867 domesticated corporation that is seeking to become a
839 purpose; authorizing the court to order the 868 domestic corporation; requiring that articles of
840 corporation to reimburse the director for the costs 869 domestication be filed with the department and take
841 incurred for the application; amending s. 617.1622, 870 effect within certain timeframes; specifying when the
Page 29 of 280 Page 30 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
871 domestications of domestic and foreign corporations 900 to the domesticated corporation; providing that a
872 are effective; providing that a domesticating foreign 901 trust obligation that would govern property if the
873 corporation’s certificate of authority is 902 property is transferred to the domesticating
874 automatically canceled when domestication becomes 903 corporation applies to property that is transferred to
875 effective; authorizing the filing of a certified copy 904 the domesticated corporation after domestication takes
876 of the articles of domestication in any county in this 905 effect; creating s. 617.1804, F.S.; specifying what
877 state in which the domesticating corporation holds an 906 certain domestic and foreign entities may convert to
878 interest in real property; creating s. 617.18033, 907 under certain circumstances; specifying applicability
879 F.S.; authorizing the amending of a plan of 908 of certain provisions in certain protected agreements
880 domestication of a domestic corporation in certain 909 of a domestic converting corporation; creating s.
881 manners; authorizing the abandoning of a plan of 910 617.18041, F.S.; prohibiting a domestic corporation
882 domestication under certain circumstances in the same 911 that holds property for a charitable purpose from
883 manner that the plan was approved or determined by the 912 becoming a domestic eligible entity or a foreign
884 board of directors; requiring a domesticating 913 eligible entity; providing an exception; creating s.
885 corporation seeking to abandon domestication to send 914 617.18042, F.S.; authorizing a domestic corporation to
886 to the department a statement of abandonment before 915 convert to a domestic or foreign eligible entity by
887 the articles of domestication become effective; 916 approving a plan of conversion; specifying the
888 specifying the information the statement of 917 information to be included in the plan of conversion;
889 abandonment must include; creating s. 617.18034, F.S.; 918 providing that the terms of a plan of conversion may
890 specifying effects of domestication with respect to 919 be made dependent upon facts objectively ascertainable
891 rights, responsibilities, and liabilities; providing 920 outside the plan; creating s. 617.18043, F.S.;
892 that a domestication does not constitute or cause the 921 providing for the adoption of a plan of conversion for
893 dissolution of the domesticating corporation; 922 a domestic corporation converting to a domestic or
894 prohibiting the diversion for any other purpose of 923 foreign eligible entity other than a domestic
895 certain property held in trust or otherwise dedicated 924 corporation; creating s. 617.18044, F.S.; requiring
896 to a charitable purpose and held by a domestic of 925 specified entities that have had plans of conversion
897 foreign corporation immediately before a domestication 926 adopted and approved to sign articles of conversion;
898 becomes effective; providing that any bequest, devise, 927 specifying the information to be included in such
899 gift, grant, or promise in certain instruments inures 928 articles of conversion; requiring a converted domestic
Page 31 of 280 Page 32 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
929 corporation to satisfy the requirements of filing its 958 statement of abandonment takes effect; specifying the
930 articles of incorporation; providing an exception; 959 information a statement of abandonment must contain;
931 requiring that certain domestic eligible entities’ 960 creating s. 617.18046, F.S.; specifying the effect of
932 organic records, if any, satisfy certain requirements; 961 a conversion of an eligible entity; providing that
933 providing an exception; requiring that articles of 962 certain interest holders of certain eligible entities
934 conversion be delivered to the department for filing 963 who become subject to interest holder liability as a
935 and take effect on a specified date; specifying when 964 result of the conversion have such interest holder
936 certain entities’ conversions become effective; 965 liability only in respect of interest holder
937 authorizing the filing of articles of conversion in 966 liabilities that arise after the conversion becomes
938 combination with any filing required for certain 967 effective; providing that a conversion does not
939 entities; providing that an eligible entity that is a 968 require the converting eligible entity to wind up its
940 foreign eligible entity’s foreign qualification 969 affairs or cause the dissolution or termination of the
941 cancels automatically on the effective date of its 970 entity; prohibiting certain property held for
942 conversion; authorizing the filing of a certified copy 971 charitable purposes immediately before conversion of
943 of the articles of conversion in the official records 972 specified entities from being diverted from the
944 of any county in this state in which the converting 973 purposes for which such property was given; providing
945 eligible entity holds an interest in real property; 974 exceptions; providing that any bequest, devise, gift,
946 creating s. 617.18045, F.S.; authorizing the amending 975 grant, or promise contained in certain instruments
947 of a plan of conversion of a converting eligible 976 made to a converting eligible entity takes effect or
948 entity that is a domestic corporation under certain 977 remains payable after the conversion inures to the
949 circumstances; authorizing such converting eligible 978 converted eligible entity; providing for applicability
950 entity to abandon the plan of conversion without 979 of certain trust obligations under certain
951 action by its interest holders under certain 980 circumstances; amending s. 617.2005, F.S.; revising
952 circumstances; requiring a converting eligible entity 981 the manner in which a court may dissolve an extinct
953 to sign and deliver to the department for filing a 982 church or religious society; amending s. 617.2006,
954 statement of abandonment if the conversion is 983 F.S.; deleting certain provisions relating to a labor
955 abandoned after the articles of conversion have been 984 union or body filing its articles of incorporation in
956 delivered to the department but before the articles of 985 the applicable circuit court; amending ss. 39.8298,
957 conversion become effective; specifying when the 986 381.00316, 605.1025, 617.0102, 617.0121, 617.0122,
Page 33 of 280 Page 34 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
987 617.0125, 617.02011, 617.0203, 617.0205, 617.0301, 1016 Veterans, Inc., to incorporate the amendment made to
988 617.0504, 617.0806, 617.0824, 617.0825, 617.0831, 1017 s. 617.0302, F.S., in a reference thereto; reenacting
989 617.0901, 617.1008, 617.1009, 617.1404, 617.1422, 1018 ss. 409.987(4)(b), 718.1265(1), 719.128(1), and
990 617.1423, 617.1501, 617.1510, 617.1606, 617.1623, 1019 720.316(1), F.S., relating to lead agency procurement,
991 617.1701, 617.1702, 617.1703, 617.1711, 617.1808, 1020 boards, and conflicts of interest; association
992 617.1809, 617.1904, 617.1907, 617.1908, 617.2001, 1021 emergency powers; association emergency powers; and
993 617.2002, 617.2003, 617.2007, 617.2101, 617.221, 1022 association emergency powers, respectively, to
994 620.2108, 620.8918, 628.910, 768.38, and 893.055, 1023 incorporate the amendment made to s. 617.0830, F.S.,
995 F.S.; conforming provisions to changes made by the 1024 in references thereto; reenacting s. 718.3027(2) and
996 act; conforming cross-references; making technical 1025 (5), F.S., relating to conflicts of interest, to
997 changes; repealing ss. 617.07401, 617.0822, 617.1108, 1026 incorporate the amendment made to s. 617.0832, F.S.,
998 617.1301, 617.1302, 617.1531, 617.1533, 617.1803, 1027 in references thereto; reenacting s. 720.3033(2)(a)
999 617.1805, 617.1806, 617.1807, and 617.2102, F.S., 1028 and (b) and (3), F.S., relating to officers and
1000 relating to members’ derivative actions; notice of 1029 directors, respectively, to incorporate the amendments
1001 meetings; merger of domestic corporation and other 1030 made to ss. 617.0832 and 617.0834, F.S., in references
1002 eligible entities; prohibited distributions; 1031 thereto; reenacting s 721.13(13)(a), F.S., relating to
1003 authorized distributions; procedure for and effect of 1032 management, to incorporate the amendment made to s.
1004 revocation; reinstatement following revocation; 1033 617.0834, F.S., in a reference thereto; reenacting s.
1005 domestication of foreign not-for-profit corporations; 1034 718.111(1)(d), F.S., relating to the association, to
1006 corporations for profit and when they may become 1035 incorporate the amendments made to ss. 617.0830 and
1007 corporations not for profit; conversion to corporation 1036 617.0834, F.S., in references thereto; providing an
1008 not for profit, petition, and contents; conversion to 1037 effective date.
1009 corporation not for profit and authority of circuit 1038
1010 judge; and fines and penalties against members, 1039 Be It Enacted by the Legislature of the State of Florida:
1011 respectively; reenacting s. 617.1007(3), F.S., 1040
1012 relating to restated articles of incorporation, to 1041 Section 1. Section 617.01011, Florida Statutes, is amended
1013 incorporate the amendments to ss. 617.01201 and 1042 to read:
1014 617.1006, F.S., in references thereto; reenacting s. 1043 617.01011 Short title.—This chapter act may be cited as the
1015 295.21(5)(a), F.S., relating to Florida Is For 1044 “Florida Nonprofit Not For Profit Corporation Act.”
Page 35 of 280 Page 36 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
1045 Section 2. Subsections (1), (2), (3), (7), and (8) of 1074 filed in typewritten or printed form and not transmitted
1046 section 617.01201, Florida Statutes, are amended, subsection 1075 electronically, the department may require that one exact or
1047 (10) is added to that section, and subsection (9) of that 1076 conformed copy be delivered with the document, except as
1048 section is reenacted, to read: 1077 provided in s. 617.1508. The document must be accompanied by the
1049 617.01201 Filing requirements.— 1078 correct filing fee and any other tax or penalty required by law.
1050 (1) A document must satisfy the requirements of this 1079 (10) Whenever this chapter allows any of the terms of a
1051 section and of any other section that adds to or varies these 1080 plan or a filed document to be dependent upon facts objectively
1052 requirements to be entitled to filing by the department of 1081 ascertainable outside the plan or filed document, the following
1053 State. 1082 apply:
1054 (2) This chapter act must require or permit filing the 1083 (a) The plan or filed document must set forth the manner in
1055 document in the office of the department of State. 1084 which the facts will operate upon the terms of the plan or filed
1056 (3) The document must contain the information required by 1085 document.
1057 this chapter act. It may contain other information as well. 1086 (b) The facts may include, but are not limited to:
1058 (7) The person executing the document shall sign it and 1087 1. Any of the following which are available in a nationally
1059 state beneath or opposite such person’s his or her signature 1088 recognized news or information medium either in print or
1060 such person’s his or her name and the capacity in which such 1089 electronically:
1061 person he or she signs. The document may, but need not, contain 1090 a. Statistical or market indices;
1062 the corporate seal, an attestation, an acknowledgment, or a 1091 b. Market prices of any security or group of securities;
1063 verification: 1092 c. Interest rates;
1064 (a) The corporate seal, 1093 d. Currency exchange rates; and
1065 (b) An attestation by the secretary or an assistant 1094 e. Similar economic or financial data;
1066 secretary, 1095 2. A determination or action by any person or body,
1067 (c) An acknowledgment, verification, or proof. 1096 including the corporation or any other party to a plan or filed
1068 (8) If the department of State has prescribed a mandatory 1097 document; or
1069 form for the document under s. 617.0121, the document must be in 1098 3. The terms of, or actions taken under, an agreement to
1070 or on the prescribed form. 1099 which the corporation is a party, or any other agreement or
1071 (9) The document must be delivered to the department for 1100 document.
1072 filing. Delivery may be made by electronic transmission if and 1101 (c) The following provisions of a plan or filed document
1073 to the extent allowed by the department. If the document is 1102 may not be made dependent upon facts outside the plan or filed
Page 37 of 280 Page 38 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
1103 document: 1132 a plan of domestication.
1104 1. The name and address of any person required in a filed 1133 Section 3. Section 617.0123, Florida Statutes, is amended
1105 document; 1134 to read:
1106 2. The registered office of any entity required in a filed 1135 617.0123 Effective time and date of document.—
1107 document; 1136 (1) Except as provided in subsection (1) (2) and in s.
1108 3. The registered agent of any entity required in a filed 1137 617.0124(3), a document accepted for filing under this chapter
1109 document; 1138 may specify an is effective at the time and a delayed effective
1110 4. The effective date of a filed document; and 1139 date. In the case of the initial articles of incorporation, a
1111 5. Any required statement in a filed document of the date 1140 prior effective date may be specified in the articles of
1112 on which the underlying transaction was approved or the manner 1141 incorporation if such date is within 5 business days before the
1113 in which that approval was given. 1142 date of filing of filing on the date it is filed, as evidenced
1114 (d) If a provision of a filed document is made dependent 1143 by the Department of State’s date and time endorsement on the
1115 upon a fact ascertainable outside of the filed document, and 1144 original document.
1116 that fact is not ascertainable by reference to a source 1145 (1) Subject to s. 617.0124(3), a document accepted for
1117 described in subparagraph (b)1. or a document that is a matter 1146 filing is effective under any of the following conditions:
1118 of public record, and the affected members have not received 1147 (a) If the record filed does not specify an effective time
1119 notice of the fact from the corporation, the corporation must 1148 and does not specify a prior or a delayed effective date, on the
1120 file with the department articles of amendment to the filed 1149 date and at the time the record is accepted, as evidenced by the
1121 document setting forth the fact promptly after the time when the 1150 department’s endorsement of the date and time on the filing.
1122 fact referred to is first ascertainable or thereafter changes. 1151 (b) If the record filed specifies an effective time, but
1123 Articles of amendment under this section are deemed to be 1152 not a prior or delayed effective date, on the date the record is
1124 authorized by the authorization of the original filed document 1153 accepted, as evidenced by the department’s endorsement, and at
1125 to which they relate and may be filed by the corporation without 1154 the time specified in the filing.
1126 further action by the board of directors or the members. 1155 (c) If the record filed specifies a delayed effective date,
1127 (e) As used in this subsection, the term: 1156 but not an effective time, at 12:01 a.m. on the earlier of:
1128 1. “Filed document” means a document filed with the 1157 1. The specified date; or
1129 department pursuant to this chapter, except for a document filed 1158 2. The 90th day after the date the record is filed.
1130 pursuant to ss. 617.1501–617.1532. 1159 (d) If the record filed specifies a delayed effective date
1131 2. “Plan” means a plan of merger, a plan of conversion, or 1160 and an effective time, at the specified time on the earlier of:
Page 39 of 280 Page 40 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
1161 1. The specified date; or 1190 reason for the refusal to file, in accordance with s.
1162 2. The 90th day after the date the record is filed. 1191 617.0125(3). If the applicant returns the document with
1163 (e) If the record filed is of initial articles of 1192 corrections in accordance with the rules of the department
1164 incorporation and specifies an effective date before the date of 1193 within 60 days after it was mailed to the applicant by the
1165 the filing, but no effective time, at 12:01 a.m. on the later 1194 department, and if at the time of return the applicant so
1166 of: 1195 requests in writing, the filing date of the document will be the
1167 1. The specified date; or 1196 filing date that would have been applied had the original
1168 2. The 5th business day before the date the record is 1197 document not been deficient, except as to persons who relied on
1169 filed. 1198 the record before correction and were adversely affected
1170 (f) If the record filed is of initial articles of 1199 thereby.
1171 incorporation and specifies an effective time and an effective 1200 (4) Corporate existence may predate the filing date,
1172 date before the date of the filing, at the specified time on the 1201 pursuant to s. 617.0203(1).
1173 later of: 1202 Section 4. Section 617.0124, Florida Statutes, is amended
1174 1. The specified date; or 1203 to read:
1175 2. The 5th business day before the date the record is 1204 617.0124 Correcting filed document; withdrawal of filed
1176 filed. 1205 record before effectiveness.—
1177 (2) If the record filed does not specify the time zone or 1206 (1) A domestic or foreign corporation may correct a
1178 place at which the date or time, or both, is to be determined, 1207 document filed by the department within 30 days after filing if:
1179 the date or time, or both, at which it becomes effective will be 1208 (a) The document contains an inaccuracy incorrect
1180 those prevailing at the place of filing in this state A document 1209 statement;
1181 may specify a delayed effective date, and if it does the 1210 (b) The document contains false, misleading, or fraudulent
1182 document shall become effective on the date specified. Unless 1211 information;
1183 otherwise permitted by this act, a delayed effective date for a 1212 (c) The document was defectively executed, attested,
1184 document may not be later than the 90th day after the date on 1213 sealed, verified, or acknowledged; or
1185 which it is filed. 1214 (d) The electronic transmission of the document to the
1186 (3) If a document is determined by the department of State 1215 department was defective.
1187 to be incomplete and inappropriate for filing, the department of 1216 (2) A document is corrected:
1188 State may return the document to the person or corporation 1217 (a) By preparing articles of correction that:
1189 filing it, together with a brief written explanation of the 1218 1. Describe the document, including its filing date, or
Page 41 of 280 Page 42 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
1219 attach a copy of the document to the articles of correction; 1248 (6) Articles of correction that are filed to correct false,
1220 2. Specify the inaccuracy or defect incorrect statement and 1249 misleading, or fraudulent information are not subject to a fee
1221 the reason it is incorrect or the manner in which the execution 1250 of the department if the articles of correction are delivered to
1222 was defective; and 1251 the department within 15 days after the notification of filing
1223 3. Correct the inaccuracy or defect incorrect statement or 1252 sent pursuant to s. 617.0125(2).
1224 defective execution; and 1253 Section 5. Section 617.0126, Florida Statutes, is amended
1225 (b) By delivering the executed articles of correction to 1254 to read:
1226 the department for filing. 1255 617.0126 Appeal from department’s Department of State’s
1227 (3) Articles of correction are effective on the effective 1256 refusal to file document.—If the department of State refuses to
1228 date of the document they correct except as to persons relying 1257 file a document delivered to its office for filing, within 30
1229 on the uncorrected document and who are adversely affected by 1258 days after return of the document by the department by mail, as
1230 the correction. As to those persons, articles of correction are 1259 evidenced by the postmark, the domestic or foreign corporation
1231 effective when filed. 1260 may:
1232 (4) Articles of correction may not contain a delayed 1261 (1) Appeal the refusal pursuant to s. 120.68; or
1233 effective date for the correction. 1262 (2) Petition the Circuit Court of Leon County to compel
1234 (5) Unless otherwise provided for in s. 617.1103(3) or s. 1263 filing of the document. Appeal the refusal to the circuit court
1235 617.1809(8), a filing delivered to the department may be 1264 of the county where the corporation’s principal office (or, if
1236 withdrawn before it takes effect by delivering a withdrawal 1265 none in this state, its registered office) is or will be
1237 statement to the department for filing. 1266 located. The appeal is commenced by petitioning the court to
1238 (a) A withdrawal statement must: 1267 compel filing the document and by attaching to the petition The
1239 1. Be signed by each person who signed the filing being 1268 document and the department’s department of State’s explanation
1240 withdrawn, except as otherwise agreed to by such persons; 1269 of its refusal to file must be attached to the petition. The
1241 2. Identify the filing to be withdrawn; and 1270 matter shall promptly be tried de novo by the court without a
1242 3. If not signed by all persons who signed the filing being 1271 jury. The court may decide the matter in a summary proceeding,
1243 withdrawn, state that the filing is withdrawn in accordance with 1272 and the court may summarily order the department of State to
1244 the agreement of all persons who signed the filing. 1273 file the document or take other action the court considers
1245 (b) Upon the filing by the department of a withdrawal 1274 appropriate. The court’s final decision may be appealed as in
1246 statement, the action or transaction evidenced by the original 1275 other civil proceedings.
1247 filing does not take effect. 1276 Section 6. Section 617.0127, Florida Statutes, is amended
Page 43 of 280 Page 44 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
1277 to read: 1306 1. Payment is reflected in the records of the department,
1278 617.0127 Certificates to be received in evidence; 1307 and
1279 evidentiary effect of certified copy of filed document.—All 1308 2. Nonpayment affects the existence or authorization of the
1280 certificates issued by the department pursuant to this chapter 1309 domestic or foreign corporation;
1281 must be taken and received in all courts, public offices, and 1310 (d) That its most recent annual report required by s.
1282 official bodies as prima facie evidence of the facts stated 1311 617.1622 has been delivered to the department; and
1283 therein. A certificate attached to a copy of a document filed by 1312 (e) That articles of dissolution have not been filed.
1284 the department of State, bearing the signature of the Secretary 1313 Section 8. Section 617.01301, Florida Statutes, is amended
1285 of State, (which may be in facsimile,) and the seal of this 1314 to read:
1286 state, is conclusive evidence that the original document is on 1315 617.01301 Powers of department of State.—
1287 file with the department. 1316 (1) The department of State may propound to any corporation
1288 Section 7. Subsection (1) of section 617.0128, Florida 1317 subject to the provisions of this chapter act, and to any
1289 Statutes, is amended, and subsection (2) of that section is 1318 officer or director thereof, such interrogatories as may be
1290 reenacted, to read: 1319 reasonably necessary and proper to enable it to ascertain
1291 617.0128 Certificate of status.— 1320 whether the corporation has complied with all applicable filing
1292 (1) Anyone may apply to The department, upon request, shall 1321 provisions of this chapter act. Such interrogatories must be
1293 issue of State to furnish a certificate of status for a domestic 1322 answered within 30 days after mailing or within such additional
1294 corporation or a certificate of authorization for a foreign 1323 time as fixed by the department. Answers to interrogatories must
1295 corporation. 1324 be full and complete, in writing, and under oath.
1296 (2) A certificate of status or authorization sets forth: 1325 Interrogatories directed to an individual must be answered by
1297 (a) The domestic corporation’s corporate name or the 1326 that individual him or her, and interrogatories directed to a
1298 foreign corporation’s corporate name used in this state; 1327 corporation must be answered by an authorized officer or
1299 (b)1. That the domestic corporation is duly incorporated 1328 director of the corporation, by a member if there are no
1300 under the law of this state and the date of its incorporation, 1329 officers or directors of the corporation, or by a fiduciary if
1301 or 1330 the corporation is in the hands of a receiver, trustee, or other
1302 2. That the foreign corporation is authorized to conduct 1331 court-appointed fiduciary the president, vice president,
1303 its affairs in this state; 1332 secretary, or assistant secretary.
1304 (c) That all fees and penalties owed to the department have 1333 (2) The department of State is not required to file any
1305 been paid, if: 1334 document:
Page 45 of 280 Page 46 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
1335 (a) To which interrogatories, as propounded pursuant to 1364 (1) “Articles of incorporation” includes original, amended,
1336 subsection (1) relate, until the interrogatories are answered in 1365 and restated articles of incorporation, articles of
1337 full; 1366 consolidation, and articles of merger, and all amendments
1338 (b) When interrogatories or other relevant evidence 1367 thereto, including documents designated by the laws of this
1339 discloses that such document is not in conformity with the 1368 state as charters, and, in the case of a foreign corporation,
1340 provisions of this chapter act; or 1369 documents equivalent to articles of incorporation in the
1341 (c) When the department has determined that the parties to 1370 jurisdiction of incorporation.
1342 such document have not paid all fees, taxes, and penalties due 1371 (2) “Applicable county” means the county in this state in
1343 and owing this state. 1372 which a corporation’s principal office is located or was located
1344 (3) The department of State may, based upon its findings 1373 when an action is or was commenced. If the corporation has, or
1345 hereunder or as provided in s. 213.053(15), bring an action in 1374 at the time of such action had, no principal office in this
1346 circuit court to collect any penalties, fees, or taxes 1375 state, the applicable county is the county in which the
1347 determined to be due and owing the state and to compel any 1376 corporation has, or at the time of such action had, an office in
1348 filing, qualification, or registration required by law. In 1377 this state. If the corporation does not have an office in this
1349 connection with such proceeding the department may, without 1378 state, the applicable county is the county in which the
1350 prior approval by the court, file a lis pendens against any 1379 corporation’s registered office is or was last located.
1351 property owned by the corporation and may further certify any 1380 (3) “Authorized entity” means any of the following:
1352 findings to the Department of Legal Affairs for the initiation 1381 (a) A corporation for profit.
1353 of any action permitted pursuant to s. 617.0503 which the 1382 (b) A limited liability company.
1354 Department of Legal Affairs may deem appropriate. 1383 (c) A limited liability partnership.
1355 (4) The department has of State shall have the power and 1384 (d) A limited partnership, including a limited liability
1356 authority reasonably necessary to enable it to administer this 1385 limited partnership.
1357 chapter act efficiently, to perform the duties herein imposed 1386 (4)(2) “Board of directors” means the group of persons
1358 upon it, and to adopt rules pursuant to ss. 120.536(1) and 1387 vested with the management of the affairs of the corporation
1359 120.54 to implement this chapter the provisions of this act 1388 irrespective of the name by which such group is designated,
1360 conferring duties upon it. 1389 including, but not limited to, managers or trustees.
1361 Section 9. Section 617.01401, Florida Statutes, is amended 1390 (5)(3) “Bylaws” means the code or codes of rules adopted
1362 to read: 1391 for the regulation or management of the affairs of the
1363 617.01401 Definitions.—As used in this chapter, the term: 1392 corporation irrespective of the name or names by which such
Page 47 of 280 Page 48 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
1393 rules are designated. 1422 (b) A dividend or distribution by a not-for-profit
1394 (6) “Charitable asset” means property that is given, 1423 insurance company subsidiary to its mutual insurance holding
1395 received, or held for a charitable purpose. 1424 company organized under part III of chapter 628, directly or
1396 (7) “Charitable purpose” means a purpose that: 1425 indirectly through one or more intermediate holding companies
1397 (a) Would make a corporation organized and operated 1426 authorized under that part, is not a distribution for the
1398 exclusively for that purpose eligible to be exempt from taxation 1427 purposes of this chapter.
1399 under s. 501(c)(3) of the Internal Revenue Code of 1986, as 1428 (10)(8) “Electronic transmission” means any form of
1400 amended, or 1429 communication, not directly involving the physical transmission
1401 (b) Is considered charitable under the law of this state 1430 or transfer of paper, which creates a record that may be
1402 other than as set forth in the Internal Revenue Code of 1986, as 1431 retained, retrieved, and reviewed by a recipient and which may
1403 amended. 1432 be directly reproduced in a comprehensible and legible paper
1404 (8)(4) “Corporation” or “domestic corporation” means a 1433 form by such recipient through an automated process. Examples of
1405 nonprofit corporation not for profit, subject to the provisions 1434 electronic transmission include, but are not limited to,
1406 of this chapter, except a foreign corporation. 1435 electronic mail, telegrams, facsimile, and transmissions through
1407 (5) “Corporation not for profit” means a corporation no 1436 the Internet transmissions of images, and text that is sent via
1408 part of the income or profit of which is distributable to its 1437 electronic mail between computers.
1409 members, directors, or officers, except as otherwise provided 1438 (11)(a) “Eligible entity” means a domestic or foreign:
1410 under this chapter. 1439 1. Corporation or corporation for profit;
1411 (9)(6) “Department” means the Florida Department of State. 1440 2. General partnership, including a limited liability
1412 (7) “Distribution” means the payment of a dividend or any 1441 partnership;
1413 part of the income or profit of a corporation to its members, 1442 3. Limited partnership, including a limited liability
1414 directors, or officers. 1443 limited partnership;
1415 (a) A donation or transfer of corporate assets or income to 1444 4. Limited liability company; or
1416 or from another not-for-profit corporation qualified as tax- 1445 5. Other unincorporated entity.
1417 exempt under s. 501(c) of the Internal Revenue Code or a 1446 (b) The term does not include:
1418 governmental organization exempt from federal and state income 1447 1. An individual;
1419 taxes, if such corporation or governmental organization is a 1448 2. An association or relationship that is not a partnership
1420 member of the corporation making such donation or transfer, is 1449 solely by reason of s. 620.8202(2) or a similar provision of the
1421 not a distribution for purposes of this chapter. 1450 law of another jurisdiction;
Page 49 of 280 Page 50 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
1451 3. A decedent’s estate; or 1480 (d) A general partner of a limited partnership.
1452 4. A government or a governmental subdivision, agency or 1481 (e) A limited partner of a limited partnership.
1453 instrumentality. 1482 (f) A member of a limited liability company.
1454 (12) “Eligible interest” means: 1483 (g) A shareholder or beneficial owner of a real estate
1455 (a) A share; 1484 investment trust.
1456 (b) A membership; or 1485 (h) A beneficiary or beneficial owner of a statutory trust,
1457 (c) Either or both of the following rights under the 1486 business trust, or common law business trust.
1458 organic rules governing the entity: 1487 (i) Another direct holder of an interest.
1459 1. The right to receive distributions from the entity 1488 (17) “Interest holder liability” means:
1460 either in the ordinary course of business or upon liquidation. 1489 (a) Personal liability for a liability of an entity which
1461 2. The right to receive notice or vote on issues involving 1490 arises, except as otherwise provided in the organic rules of the
1462 its internal affairs, other than as an agent, assignee, proxy, 1491 entity, when the entity incurs the liability and which is
1463 or person responsible for managing its business, activities, or 1492 imposed on a person:
1464 affairs. 1493 1. Solely by reason of the status of the person as an
1465 (13) “Entity” includes corporations and foreign 1494 interest holder; or
1466 corporations; unincorporated associations; business trusts, 1495 2. By the organic rules of the entity which make one or
1467 estates, limited liability companies, partnerships, trusts, and 1496 more specified interest holders or categories of interest
1468 two or more persons having a joint or common economic interest; 1497 holders liable in their capacity as interest holders for all or
1469 any state, the United States, or any foreign government. 1498 specified liabilities of the entity; or
1470 (14)(9) “Foreign corporation” means a nonprofit corporation 1499 (b) An obligation of an interest holder under the organic
1471 not for profit organized under laws other than the laws of this 1500 rules of an entity to contribute to the entity.
1472 state. 1501 (18)(11) “Mail” means the United States mail, facsimile
1473 (15)(10) “Insolvent” means the inability of a corporation 1502 transmissions, and private mail carriers handling nationwide
1474 to pay its debts as they become due in the usual course of its 1503 mail services.
1475 affairs. 1504 (19)(12) “Member” means one having membership rights in a
1476 (16) “Interest holder” means any of the following persons: 1505 corporation in accordance with the provisions of its articles of
1477 (a) A shareholder of a corporation for profit. 1506 incorporation or bylaws or the provisions of this chapter.
1478 (b) A member of a nonprofit corporation. 1507 (13) “Mutual benefit corporation” means a domestic
1479 (c) A general partner of a general partnership. 1508 corporation that is not organized primarily or exclusively for
Page 51 of 280 Page 52 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
1509 religious purposes; is not recognized as exempt under s. 1538 agreement, or similar agreement of a limited liability company.
1510 501(c)(3) of the Internal Revenue Code; and is not organized for 1539 (f) The bylaws, trust instrument, or similar rules of a
1511 a public or charitable purpose that is required upon its 1540 real estate investment trust.
1512 dissolution to distribute its assets to the United States, a 1541 (g) The trust instrument of a statutory trust or similar
1513 state, a local subdivision thereof, or a person that is 1542 rules of a business trust or common law business trust.
1514 recognized as exempt under s. 501(c)(3) of the Internal Revenue 1543 (24) “Protected agreement” means any of the following:
1515 Code. The term does not include an association organized under 1544 (a) A document evidencing indebtedness of a domestic
1516 chapter 718, chapter 719, chapter 720, or chapter 721, or any 1545 corporation or eligible entity and any related agreement in
1517 corporation where membership in the corporation is required 1546 effect immediately before July 1, 2026.
1518 pursuant to a document recorded in county property records. 1547 (b) An agreement that is binding on a domestic corporation
1519 (20) “Nonprofit corporation” means a corporation no part of 1548 or eligible entity immediately before July 1, 2026.
1520 the income or profit of which is distributable to its members, 1549 (c) The articles of incorporation or bylaws of a domestic
1521 directors, or officers, except as otherwise provided under this 1550 corporation or the organic rules of a domestic eligible entity,
1522 chapter. 1551 in each case in effect immediately before July 1, 2026.
1523 (21) “Organic rules” means the public organic record and 1552 (d) An agreement that is binding on any of the interest
1524 private organic rules of an entity. 1553 holders, directors, or other governors of a domestic corporation
1525 (22)(14) “Person” includes an individual and entity. 1554 or eligible entity, in their capacities as such, immediately
1526 (23) “Private organic rules” means the rules, regardless of 1555 before July 1, 2026.
1527 whether in a record, which govern the internal affairs of an 1556 (25) “Public organic record” means a record, the filing of
1528 entity, are binding on all its interest holders, and are not 1557 which by a governmental body is required to form an entity, and
1529 part of its public organic record, if any. If the private 1558 an amendment to or restatement of such record. When a public
1530 organic rules are amended or restated, the term means the 1559 organic record has been amended or restated, the term means the
1531 private organic rules as last amended or restated. The term 1560 public organic record as last amended or restated. The term
1532 includes any of the following: 1561 includes any of the following:
1533 (a) The bylaws of a corporation for profit. 1562 (a) The articles of incorporation of a corporation for
1534 (b) The bylaws of a nonprofit corporation. 1563 profit.
1535 (c) The partnership agreement of a general partnership. 1564 (b) The articles of incorporation of a nonprofit
1536 (d) The partnership agreement of a limited partnership. 1565 corporation.
1537 (e) The operating agreement, limited liability company 1566 (c) The certificate of limited partnership of a limited
Page 53 of 280 Page 54 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
1567 partnership. 1596 elected by the members, voting power must, unless otherwise
1568 (d) The articles of organization, certificate of 1597 provided in the articles of incorporation or bylaws, be on a
1569 organization, or certificate of formation of a limited liability 1598 one-member, one-vote basis. If the members of a class are
1570 company. 1599 entitled to vote as a class to elect directors, the
1571 (e) The articles of incorporation of a general cooperative 1600 determination of the voting power of the class is based on the
1572 association or a limited cooperative association. 1601 percentage of the number of directors the class is entitled to
1573 (f) The certificate of trust of a statutory trust or 1602 elect relative to the total number of authorized directors. If
1574 similar record of a business trust. 1603 the corporation’s directors are not elected by the members,
1575 (g) The articles of incorporation of a real estate 1604 voting power shall, unless otherwise provided in the articles of
1576 investment trust. 1605 incorporation or bylaws, be on a one-member, one-vote basis.
1577 (26)(15) “Successor entity” means any trust, receivership, 1606 Section 10. Subsections (1) through (6), (8), and (9) of
1578 or other legal entity that is governed by the laws of this state 1607 section 617.0141, Florida Statutes, are amended to read:
1579 to which the remaining assets of the and liabilities of a 1608 617.0141 Notice.—
1580 dissolved corporation are transferred, subject to its 1609 (1) Notice under this chapter act must be in writing,
1581 liabilities, for purposes of liquidation and that exists solely 1610 unless oral notice is:
1582 for the purposes of prosecuting and defending suits by or 1611 (a) Expressly authorized by the articles of incorporation
1583 against the dissolved corporation and enabling the dissolved 1612 or the bylaws; and
1584 corporation to settle and close the business of the dissolved 1613 (b) Reasonable under the circumstances.
1585 corporation, to dispose of and convey the property of the 1614 (2) Written notice may be communicated by mail, electronic
1586 dissolved corporation, to discharge the liabilities of the 1615 mail, facsimile in person; by telephone (where oral notice is
1587 dissolved corporation, and to distribute to the dissolved 1616 permitted), telegraph, teletype, or other form of electronic
1588 corporation’s members any remaining assets, but not for the 1617 transmission; or by mail. When oral notice is permitted, notice
1589 purpose of continuing the business for which the dissolved 1618 may be communicated in person, by telephone, or other electronic
1590 corporation was organized. 1619 transmission by means of which all persons participating can
1591 (27)(16) “Voting power” means the total number of votes 1620 hear each other.
1592 entitled to be cast for the election of directors at the time 1621 (3) Written notice by a domestic or foreign corporation
1593 the determination of voting power is made, excluding a vote that 1622 authorized to conduct its affairs in this state to its member,
1594 is contingent upon the happening of a condition or event that 1623 if in a comprehensible form, is effective under any of the
1595 has not yet occurred. If the corporation’s directors are not 1624 following circumstances:
Page 55 of 280 Page 56 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
1625 (a) When mailed, if mailed postpaid and correctly addressed 1654 revocation does not invalidate any meeting or other action.
1626 to the member’s address shown in the domestic or foreign 1655 (5) Written notice to a domestic or foreign corporation
1627 corporation’s current record of members.; 1656 authorized to conduct its affairs in this state may be addressed
1628 (b) When actually transmitted by facsimile 1657 to its registered agent at its registered office. Written notice
1629 telecommunication, if correctly directed to a telephone number 1658 may also be delivered or to the domestic or foreign corporation
1630 at which the member has consented to receive notice.; 1659 or its secretary at its principal office shown in its most
1631 (c) When actually transmitted by electronic mail, if 1660 recent annual report or, in the case of a domestic or foreign
1632 correctly directed to an electronic mail address at which the 1661 corporation that has not yet delivered an annual report, in a
1633 member has consented to receive notice.; 1662 domestic corporation’s articles of incorporation or in a foreign
1634 (d) When posted on an electronic network that the member 1663 corporation’s application for certificate of authority.
1635 has consented to consult, upon the later of: 1664 (6) Except as provided in subsection (3) or elsewhere in
1636 1. Such correct posting; or 1665 this chapter act, written notice, if in a comprehensible form,
1637 2. The giving of a separate notice to the member of the 1666 is effective at the earliest date of any of the following:
1638 fact of such specific posting.; or 1667 (a) When received.;
1639 (e) When correctly transmitted to the member, if by any 1668 (b) Five days after its deposit in the United States mail,
1640 other form of electronic transmission consented to by the member 1669 as evidenced by the postmark, if mailed postpaid and correctly
1641 to whom notice is given. 1670 addressed.; or
1642 (4) Consent by a member to receive notice by electronic 1671 (c) On the date shown on the return receipt, if sent by
1643 transmission is shall be revocable by the member by written 1672 registered or certified mail, return receipt requested, and the
1644 notice to the domestic or foreign corporation. Any such consent 1673 receipt is signed by or on behalf of the addressee.
1645 is shall be deemed revoked if: 1674 (8) An affidavit of the secretary, an assistant secretary,
1646 (a) The domestic or foreign corporation is unable to 1675 the transfer agent, or other authorized agent of the domestic or
1647 deliver by electronic transmission two consecutive notices given 1676 foreign corporation that the notice has been given by a form of
1648 by the domestic or foreign corporation in accordance with such 1677 electronic transmission is, in the absence of fraud, prima facie
1649 consent; and 1678 evidence of the facts stated in the notice.
1650 (b) Such inability becomes known to the secretary or an 1679 (9) If this chapter act prescribes notice requirements for
1651 assistant secretary of the domestic or foreign corporation, or 1680 particular circumstances, those requirements govern. If articles
1652 other authorized person responsible for the giving of notice. 1681 of incorporation or bylaws prescribe notice requirements not
1653 However, the inadvertent failure to treat such inability as a 1682 less stringent than the requirements of this section or other
Page 57 of 280 Page 58 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
1683 provisions of this chapter act, those requirements govern. 1712 director as to whom the transaction is a director’s conflict of
1684 Section 11. Section 617.0143, Florida Statutes, is created 1713 interest transaction; or
1685 to read: 1714 3. Section 617.0831, with respect to the application of ss.
1686 617.0143 Qualified director.— 1715 607.0850-607.0859, and who:
1687 (1) For purposes of this chapter, the term: 1716 a. Is not a party to the proceeding;
1688 (a) “Material interest” means an actual or potential 1717 b. Is not a director as to whom a transaction is a
1689 benefit or detriment, other than one which would devolve on the 1718 director’s conflict of interest transaction, which transaction
1690 corporation or the members generally, which would reasonably be 1719 is challenged in the proceeding; and
1691 expected to impair the objectivity of the director’s judgment 1720 c. Does not have a material relationship with a director
1692 when participating in the action to be taken. For a corporation 1721 who is disqualified by virtue of not meeting the requirements of
1693 that is regulated by chapter 718, chapter 719, chapter 720, 1722 sub-subparagraph a. or sub-subparagraph b.
1694 chapter 721, or chapter 723, or a corporation when membership in 1723 (2) A director is not automatically prevented from being a
1695 such corporation is required pursuant to a document recorded in 1724 qualified director if any of the following is present:
1696 the county property records, a “material interest” is limited to 1725 (a) The nomination or election of the director to the
1697 familial, financial, professional, or employment interests. 1726 current board of directors by any director who is not a
1698 (b) “Material relationship” means a familial, financial, 1727 qualified director with respect to the matter, or by any person
1699 professional, employment, or other relationship that would 1728 who has a material relationship with that director, acting alone
1700 reasonably be expected to impair the objectivity of the 1729 or participating with others.
1701 director’s judgment when participating in the action to be 1730 (b) Service as a director of another corporation of which a
1702 taken. 1731 director who is not a qualified director with respect to the
1703 (c) “Qualified director” is a director who, at the time 1732 matter, or any individual who has a material relationship with
1704 action is to be taken under: 1733 that director is or was also a director.
1705 1. Section 617.0744, and who does not have an interest in 1734 (c) With respect to actions pursuant to s. 617.0744, status
1706 the outcome of the proceeding or has a material relationship 1735 as a named defendant, as a director against whom action is
1707 with a person who has an interest in the outcome of the 1736 demanded, or as a director who approved the conduct being
1708 proceeding; 1737 challenged.
1709 2. Section 617.0832, and who is not a director as to whom 1738 Section 12. Subsections (1) and (2) of section 617.0202,
1710 the transaction is a director’s conflict of interest 1739 Florida Statutes, are amended to read:
1711 transaction, or who has a material relationship with another 1740 617.0202 Articles of incorporation; content.—
Page 59 of 280 Page 60 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
1741 (1) The articles of incorporation must set forth: 1770 (c) The manner of termination of membership in the
1742 (a) A corporate name for the corporation that satisfies the 1771 corporation;
1743 requirements of s. 617.0401;. 1772 (d) The rights, upon termination of membership, of the
1744 (b) The street address of the initial principal office and, 1773 corporation, the terminated members, and the remaining members;
1745 if different, the mailing address of the corporation; 1774 (e) The transferability or nontransferability of membership
1746 (c) The purpose or purposes for which the corporation is 1775 to the extent consistent with s. 617.0605;
1747 organized; 1776 (f) The distribution of assets upon dissolution or final
1748 (d) A statement of the manner in which the directors are to 1777 liquidation or, if otherwise permitted by law, upon partial
1749 be elected or appointed. In lieu thereof, the articles of 1778 liquidation;
1750 incorporation may provide that the method of election of 1779 (g) If the corporation is to have one or more classes of
1751 directors be stated in the bylaws; 1780 members, any provision designating the class or classes of
1752 (e) Any provision that lawfully limits the corporate powers 1781 members and stating the qualifications and rights of the members
1753 authorized under this chapter, not inconsistent with this act or 1782 of each class;
1754 with any other law, which limits in any manner the corporate 1783 (h) The names of any persons or the designations of any
1755 powers authorized under this act; 1784 groups of persons who are to be the initial members;
1756 (f) The street address of the corporation’s initial 1785 (i) A provision to the effect that the corporation will be
1757 registered office and the name of its initial registered agent 1786 subordinate to and subject to the authority of any head or
1758 at that address together with a written acceptance of 1787 national association, lodge, order, beneficial association,
1759 appointment as a registered agent as required by s. 617.0501; 1788 fraternal or beneficial society, foundation, federation, or
1760 and 1789 other corporation, society, organization, or nonprofit
1761 (g) The name and address of each incorporator. 1790 association not for profit; and
1762 (2) The articles of incorporation may set forth: 1791 (j) Any provision that under this chapter act is required
1763 (a) The names and addresses of the individuals who are to 1792 or permitted to be set forth in the bylaws. Any such provision
1764 serve as the initial directors; 1793 set forth in the articles of incorporation need not be set forth
1765 (b) Any provision not inconsistent with law, regarding the 1794 in the bylaws.
1766 regulation of the internal affairs of the corporation, 1795 Section 13. Section 617.0204, Florida Statutes, is amended
1767 including, without limitation, any provision with respect to the 1796 to read:
1768 relative rights or interests of the members as among themselves 1797 617.0204 Liability for preincorporation transactions.—All
1769 or in the property of the corporation; 1798 persons purporting to act as or on behalf of a corporation,
Page 61 of 280 Page 62 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
1799 knowing having actual knowledge that there was no incorporation 1828 as the bylaws may direct, the number of its directors, subject
1800 under this chapter act, are jointly and severally liable for all 1829 to any minimum number of directors required under s. 617.0803 so
1801 liabilities created while so acting except for any liability to 1830 that the number shall not be less than three but may be any
1802 any person who also had actual knowledge that there was no 1831 number in excess thereof.
1803 incorporation. 1832 (7)(8) Conduct its affairs, carry on its operations, and
1804 Section 14. Section 617.0206, Florida Statutes, is amended 1833 have offices and exercise the powers granted by this chapter act
1805 to read: 1834 in any state, territory, district, or possession of the United
1806 617.0206 Bylaws.—The initial bylaws of a corporation shall 1835 States or any foreign country.
1807 be adopted by its board of directors unless that power is 1836 (11)(12) Purchase, take, receive, subscribe for, or
1808 reserved to the members by the articles of incorporation. The 1837 otherwise acquire, own, hold, vote, use, employ, sell, mortgage,
1809 power to alter, amend, or repeal the bylaws or adopt new bylaws 1838 lend, pledge, or otherwise dispose of and otherwise use and deal
1810 is shall be vested in the board of directors unless otherwise 1839 in and with, shares and other interests in, or obligations of,
1811 provided in the articles of incorporation or the bylaws. The 1840 other entities domestic or foreign corporations, whether for
1812 bylaws may contain any provision for the regulation and 1841 profit or not for profit, associations, partnerships, or
1813 management of the affairs of the corporation not inconsistent 1842 individuals, or direct or indirect obligations of the United
1814 with law or the articles of incorporation. 1843 States, or of any other government, state, territory,
1815 Section 15. Subsections (1), (3), (6), (8), (12), (14), and 1844 governmental district, municipality, or of any instrumentality
1816 (16) of section 617.0302, Florida Statutes, are amended, and a 1845 thereof.
1817 new subsection (16) is added to that section, to read: 1846 (13)(14) Make donations for the public welfare or for
1818 617.0302 Corporate powers.—Every nonprofit corporation not 1847 religious, charitable, scientific, literary, educational, or
1819 for profit organized under this chapter, unless otherwise 1848 other similar purposes.
1820 provided in its articles of incorporation or bylaws, shall have 1849 (15)(16) Merge with other corporations or other eligible
1821 power to: 1850 entities identified in s. 607.1101, both for profit and
1822 (1) Have succession by its corporate name for the period 1851 nonprofit not for profit, domestic and foreign, in accordance
1823 set forth in its articles of incorporation. 1852 with the merger provisions of this chapter if the surviving
1824 (2)(3) Adopt, use, and alter a common corporate seal. 1853 corporation or other surviving eligible entity is a corporation
1825 However, such seal must always contain the words “corporation 1854 not for profit or other eligible entity that has been organized
1826 not for profit” or “nonprofit corporation.” 1855 as a not-for-profit entity under a governing statute or other
1827 (5)(6) Increase or decrease, by a vote of its members cast 1856 applicable law that permits such a merger.
Page 63 of 280 Page 64 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
1857 (16) Be a promoter, incorporator, partner, member, 1886 court may not award damages for anticipated profits.
1858 associate, or manager of any corporation, joint venture, or 1887 Section 17. Subsections (3), (4), and (5) are added to
1859 other entity. 1888 section 617.0401, Florida Statutes, to read:
1860 Section 16. Section 617.0304, Florida Statutes, is amended 1889 617.0401 Corporate name.—
1861 to read: 1890 (3) Notwithstanding subsection (2), a corporation may
1862 617.0304 Lack of power to act Ultra vires.— 1891 register under a name that is not otherwise distinguishable on
1863 (1) Except as provided in subsection (2), the validity of 1892 the records of the department if:
1864 corporate action, including, but not limited to, any conveyance, 1893 (a) The other entity consents to the use and submits an
1865 transfer, or encumbrance of real or personal property to or by a 1894 undertaking in form satisfactory to the secretary of state to
1866 corporation, may not be challenged on the ground that the 1895 change its name to a name that is distinguishable upon the
1867 corporation lacks or lacked power to act. 1896 records of the department from the name of the applying
1868 (2) A corporation’s power to act may be challenged: 1897 corporation; or
1869 (a) In a proceeding by a member against the corporation to 1898 (b) The applicant delivers to the department a certified
1870 enjoin the act; 1899 copy of a final judgment of a court of competent jurisdiction
1871 (b) In a proceeding by the corporation, directly, 1900 establishing the applicant’s right to use the name applied for
1872 derivatively, or through a receiver, trustee, or other legal 1901 in the state.
1873 representative, or through members in a representative suit, 1902 (4) A corporate name as filed with the department is for
1874 against an incumbent or former officer, employee, or agent of 1903 public notice only and does not alone create any presumption of
1875 the corporation; or 1904 ownership of such name.
1876 (c) In a proceeding by the Attorney General, as provided in 1905 (5) This section does not apply to the use of fictitious
1877 this chapter act, to dissolve the corporation or in a proceeding 1906 names.
1878 by the Attorney General to enjoin the corporation from the 1907 Section 18. Subsections (1), (2), (5), and (6) of section
1879 transaction of unauthorized business. 1908 617.0403, Florida Statutes, are amended to read:
1880 (3) In a member’s proceeding under paragraph (2)(a) to 1909 617.0403 Registered name; application; renewal;
1881 enjoin an unauthorized corporate act, the court may enjoin or 1910 revocation.—
1882 set aside the act, if equitable and if all affected persons are 1911 (1) A foreign corporation may register its corporate name,
1883 parties to the proceeding, and may award damages for loss (other 1912 or its corporate name with any addition required by s. 617.1506,
1884 than anticipated profits) suffered by the corporation or another 1913 if the name is distinguishable upon the records of the
1885 party because of enjoining the unauthorized act, except the 1914 department of State from the corporate names that are not
Page 65 of 280 Page 66 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
1915 available under s. 617.0401(1)(e). 1944 and (6), respectively, a new subsection (4) is added to that
1916 (2) A foreign corporation registers its corporate name, or 1945 section, and subsections (1) and (3) and present subsection (5)
1917 its corporate name with any addition required by s. 617.1506, by 1946 and subsection (6) of that section are amended, to read:
1918 delivering to the department of State for filing an application: 1947 617.0501 Registered office and registered agent.—
1919 (a) Setting forth its corporate name, or its corporate name 1948 (1) Each corporation shall have and continuously maintain
1920 with any addition required by s. 617.1506, the state or country 1949 in this state:
1921 and date of its incorporation, and a brief description of the 1950 (a) A registered office which may be the same as its
1922 nature of its purposes and the affairs in which it is engaged; 1951 principal office; and
1923 and 1952 (b) A registered agent, who may be either:
1924 (b) Accompanied by a certificate of existence, or a 1953 1. An individual who resides in this state whose business
1925 certificate setting forth that such corporation is in good 1954 office is identical to with such registered office; or
1926 standing under the laws of the state or country wherein it is 1955 2.a. Another domestic entity that is an authorized entity
1927 organized, (or a document of similar import), from the state or 1956 whose business address is identical to the address of the
1928 country of incorporation. 1957 registered office; or
1929 (5) A foreign corporation that has so registered its name 1958 3.b. A foreign entity authorized to transact business in
1930 the registration of which is effective may thereafter qualify to 1959 this state that is an authorized entity and whose business
1931 conduct its affairs in this state as a foreign corporation under 1960 address is identical to the address of the registered office.
1932 the registered name or consent in writing to the use of that 1961 (3) Each initial A registered agent, and each appointed
1933 name by a corporation thereafter incorporated under this chapter 1962 pursuant to this section or a successor registered agent that is
1934 act or by another foreign corporation thereafter authorized to 1963 appointed, pursuant to s. 617.0502 on whom process may be served
1935 conduct its affairs in this state. The registration terminates 1964 shall each file a statement in writing with the department of
1936 when the domestic corporation is incorporated or the foreign 1965 State, in the such form and manner as shall be prescribed by the
1937 corporation qualifies or consents to the qualification of 1966 department, accepting the appointment as a registered agent
1938 another foreign corporation under the registered name. 1967 while simultaneously with his or her being designated as the
1939 (6) The department of State may revoke any registration if, 1968 registered agent. The Such statement of acceptance must provide
1940 after a hearing, it finds that the application therefor or any 1969 shall state that the registered agent is familiar with, and
1941 renewal thereof was not made in good faith. 1970 accepts, the obligations of that position.
1942 Section 19. Present subsections (4) and (5) of section 1971 (4) The duties of a registered agent are:
1943 617.0501, Florida Statutes, are redesignated as subsections (5) 1972 (a) To forward to the corporation, at the address most
Page 67 of 280 Page 68 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
1973 recently supplied to the registered agent by the corporation, a 2002 statement of change setting forth:
1974 process, notice, or demand pertaining to the corporation which 2003 (a) The name of the corporation;
1975 is served on or received by the registered agent; and 2004 (b) The name street address of its current registered agent
1976 (b) If the registered agent resigns, to provide the notice 2005 office;
1977 required under s. 617.0502 to the corporation at the address 2006 (c) If the current registered agent office is to be
1978 most recently supplied to the registered agent by the 2007 changed, the name street address of the new registered agent
1979 corporation. 2008 office;
1980 (6)(5) A corporation may not prosecute or maintain any 2009 (d) The street address name of its current registered
1981 action in a court in this state until the corporation complies 2010 office for its current registered agent;
1982 with this section or s. 617.1508, as applicable; pays to the 2011 (e) If the street address of the current registered office
1983 department of State any amounts required under this chapter; 2012 is to be changed, the new street address of the registered
1984 and, to the extent ordered by a court of competent jurisdiction, 2013 office in this state.
1985 pays to the department of State a penalty of $5 for each day it 2014 (2) If the its current registered agent is to be changed,
1986 has failed to so comply or $500, whichever is less. A court may 2015 the written acceptance name of the successor new registered
1987 stay a proceeding commenced by a corporation until the 2016 agent as described in s. 617.0501(3) must be provided to the
1988 corporation complies with this section. 2017 department and the new agent’s written consent (either on the
1989 (6) For the purposes of this section, the term “authorized 2018 statement or attached to it) to the appointment;
1990 entity” means: 2019 (f) That the street address of its registered office and
1991 (a) A corporation for profit; 2020 the street address of the business office of its registered
1992 (b) A limited liability company; 2021 agent, as changed, will be identical; and
1993 (c) A limited liability partnership; or 2022 (g) That such change was authorized by resolution duly
1994 (d) A limited partnership, including a limited liability 2023 adopted by its board of directors or by an officer of the
1995 limited partnership. 2024 corporation so authorized by the board of directors.
1996 Section 20. Section 617.0502, Florida Statutes, is amended 2025 (2)(a) Any registered agent may resign his or her agency
1997 to read: 2026 appointment by signing and delivering for filing with the
1998 617.0502 Change of registered office or registered agent; 2027 Department of State a statement of resignation and mailing a
1999 resignation of registered agent.— 2028 copy of such statement to the corporation at its mailing address
2000 (1) A corporation may change its registered office or its 2029 of the respective corporation that then appears in the records
2001 registered agent upon filing with the department of State a 2030 of the Department of State; provided, however, that if a
Page 69 of 280 Page 70 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
2031 composite statement of resignation is being filed pursuant to 2060 which he or she is the registered agent by:
2032 paragraph (b), the registered agent must promptly mail a copy of 2061 (a) Notifying all such corporations in writing of the
2033 either the composite statement of resignation or a separate 2062 change;
2034 notice of resignation for each respective corporation, in each 2063 (b) Signing (either manually or in facsimile) and
2035 case using the respective mailing address of the respective 2064 delivering to the Department of State for filing a statement
2036 corporation that then appears in the records of the Department 2065 that substantially complies with the requirements of paragraphs
2037 of State. The statement of resignation shall state that a copy 2066 (1)(a)-(f), setting forth the names of all such corporations
2038 of such statement of resignation or, if applicable, notice of 2067 represented by the registered agent; and
2039 resignation, has been mailed to the corporation at the address 2068 (c) Reciting that each corporation has been notified of the
2040 so stated. The agency is terminated as of the 31st day after the 2069 change.
2041 date on which the statement was filed and unless otherwise 2070 (4) Changes of the registered office or registered agent
2042 provided in the statement, termination of the agency acts as a 2071 may be made by a change on the corporation’s annual report form
2043 termination of the registered office. 2072 filed with the Department of State.
2044 (b) If a registered agent is resigning as registered agent 2073 (5) The Department of State shall collect a fee pursuant to
2045 from one or more corporations that each have been dissolved, 2074 s. 15.09(2) for filings authorized by this section.
2046 either voluntarily, administratively, or by court action, for a 2075 Section 21. Section 617.05021, Florida Statutes, is created
2047 continuous period of 10 years or longer, the registered agent 2076 to read:
2048 may elect to file the statement of resignation separately for 2077 617.05021 Resignation of a registered agent.—
2049 each such corporation or may elect to file a single composite 2078 (1)(a) A registered agent may resign as agent for a
2050 statement of resignation covering two or more corporations. Any 2079 corporation by delivering to the department a signed statement
2051 such composite statement of resignation must set forth, for each 2080 of resignation and mailing a copy of such statement to the
2052 such corporation covered by the statement of resignation, the 2081 corporation at its mailing address of the respective corporation
2053 name of the respective corporation and the date that dissolution 2082 that then appears in the records of the department; provided,
2054 became effective for the respective corporation. This subsection 2083 however, that if a composite statement of resignation is being
2055 is applicable only to resignations by registered agents from 2084 filed pursuant to paragraph (b), the registered agent must
2056 domestic corporations. 2085 promptly mail a copy of either the composite statement of
2057 (3) If a registered agent changes his or her business name 2086 resignation or a separate notice of resignation for each
2058 or business address, he or she may change such name or address 2087 respective corporation, in each case using the respective
2059 and the address of the registered office of any corporation for 2088 mailing address of the respective corporation that then appears
Page 71 of 280 Page 72 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
2089 in the records of the department. 2118 617.05022 Change of name or address by a registered agent.—
2090 (b) If a registered agent is resigning as registered agent 2119 (1) If a registered agent changes the registered agent’s
2091 from one or more corporations that each have been dissolved, 2120 name or business address, the agent may deliver to the
2092 either voluntarily, administratively, or by court action, for a 2121 department for filing a statement of change that provides the
2093 continuous period of 10 years or longer, the registered agent 2122 following:
2094 may elect to file the statement of resignation separately for 2123 (a) The name of the corporation represented by the
2095 each such corporation or may elect to file a single composite 2124 registered agent.
2096 statement of resignation covering two or more corporations. Any 2125 (b) The name of the registered agent as currently shown in
2097 such composite statement of resignation must set forth, for each 2126 the records of the department for the corporation.
2098 such corporation covered by the statement of resignation, the 2127 (c) If the name of the registered agent has changed, its
2099 name of the respective corporation and the date that dissolution 2128 new name.
2100 became effective for the respective corporation. This paragraph 2129 (d) If the address of the registered agent has changed, the
2101 is applicable only to resignations by registered agents from 2130 new address.
2102 domestic corporations. 2131 (e) A statement that the registered agent has given the
2103 (2) A registered agent is terminated upon the earlier of: 2132 notice required under subsection (2).
2104 (a) The 31st day after the department files the statement 2133 (2) A registered agent shall promptly furnish notice to the
2105 of resignation; or 2134 represented corporation of the statement of change and the
2106 (b) When a statement of change or other record designating 2135 changes made in the statement, as delivered to the department.
2107 a new registered agent is filed by the department. 2136 (3) A statement of change is effective when filed by the
2108 (3) When a statement of resignation takes effect, the 2137 department.
2109 registered agent ceases to have responsibility for a matter 2138 (4) The changes described in this section may also be made
2110 thereafter tendered to it as agent for the corporation. The 2139 on the corporation’s annual report, in an application for
2111 resignation does not affect contractual rights that the 2140 reinstatement filed with the department under s. 617.1422, or in
2112 corporation has against the agent or that the agent has against 2141 an amendment to or restatement of the company’s articles of
2113 the corporation. 2142 incorporation in accordance with s. 617.1006 or s. 617.1007.
2114 (4) A registered agent may resign from a corporation 2143 (5) The department shall collect a fee pursuant to s.
2115 regardless of whether the corporation has active status. 2144 15.09(2) for filings authorized by this section.
2116 Section 22. Section 617.05022, Florida Statutes, is created 2145 Section 23. Section 617.0503, Florida Statutes, is amended
2117 to read: 2146 to read:
Page 73 of 280 Page 74 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
2147 617.0503 Failure to maintain registered agent; subpoena by 2176 domestic or foreign corporation, foreign corporation, or alien
2148 the Department of Legal Affairs Registered agent; duties; 2177 business organization is found or conducts affairs transacts
2149 confidentiality of investigation records.— 2178 business, or in which real property belonging to the domestic or
2150 (1)(a) Each corporation or, foreign corporation, or alien 2179 foreign corporation, foreign corporation, or alien business
2151 business organization that owns real property located in this 2180 organization is located, to petition the court for an order
2152 state, that owns a mortgage on real property located in this 2181 directing that a registered agent be appointed and that a
2153 state, or that conducts affairs transacts business in this state 2182 registered office be designated, and to obtain judgment for the
2154 shall have and continuously maintain in this state a registered 2183 amount owed under this subsection. In connection with such
2155 office and a registered agent and shall file with the department 2184 proceeding, the department may, without prior approval by the
2156 of State notice of the registered office and registered agent as 2185 court, file a lis pendens against real property owned by the
2157 provided in ss. 617.0501 and 617.0502. The appointment of a 2186 domestic or foreign corporation, foreign corporation, or alien
2158 registered agent in compliance with s. 617.0501 or s. 617.0502 2187 business organization, which lis pendens must shall set forth
2159 is sufficient for purposes of this section if the registered 2188 the legal description of the real property and must shall be
2160 agent so appointed files, in the form and manner prescribed by 2189 filed in the public records of the county where the real
2161 the department of State, an acceptance of the obligations 2190 property is located. If the lis pendens is filed in any county
2162 provided for in this section. 2191 other than the county in which the action is pending, the lis
2163 (b) Each such corporation or, foreign corporation, or alien 2192 pendens that is filed must be a certified copy of the original
2164 business organization that fails to have and continuously 2193 lis pendens. The failure to comply timely or fully with an order
2165 maintain a registered office and a registered agent as required 2194 directing that a registered agent be appointed and that a
2166 in this section is liable to this state for $500 for each year, 2195 registered office be designated will result in a civil penalty
2167 or part of a year, during which the domestic or corporation, 2196 of not more than $1,000 for each day of noncompliance. A
2168 foreign corporation, or alien business organization fails to 2197 judgment or an order of payment entered under this subsection
2169 comply with these requirements; but this liability is forgiven 2198 becomes a judgment lien against any real property owned by the
2170 in full upon the compliance by the domestic or foreign 2199 domestic or foreign corporation, foreign corporation, or alien
2171 corporation, foreign corporation, or alien business organization 2200 business organization when a certified copy of the judgment or
2172 with the requirements of this subsection, even if that 2201 order is recorded as required by s. 55.10. The department may
2173 compliance occurs after an action to collect such amount is 2202 avail itself of, and is entitled to use, any provision of law or
2174 instituted. The Department of Legal Affairs may file an action 2203 of the Florida Rules of Civil Procedure to further the
2175 in the circuit court for the judicial circuit in which the 2204 collecting or obtaining of payment pursuant to a judgment or
Page 75 of 280 Page 76 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
2205 order of payment. The state, through the Attorney General, may 2234 director of the entity or persons holding equivalent positions.
2206 bid, at any judicial sale to enforce its judgment lien, any 2235 (c) The names and addresses of all prior officers and
2207 amount up to the amount of the judgment or lien obtained 2236 directors of the entity or persons holding equivalent positions,
2208 pursuant to this subsection. All moneys recovered under this 2237 for a period not to exceed the 5 years previous to the date of
2209 subsection must shall be treated as forfeitures under ss. 2238 issuance of the subpoena.
2210 895.01-895.09 and used or distributed in accordance with the 2239 (d) The names and addresses of each member current
2211 procedure set forth in s. 895.09. A domestic or foreign 2240 shareholder, equivalent equitable owner, and ultimate equitable
2212 corporation, foreign corporation, or alien business organization 2241 owner of the entity, the number of which names is limited to the
2213 that fails to have and continuously maintain a registered office 2242 names of the 100 members holding the largest share of voting
2214 and a registered agent as required in this section may not 2243 power of the domestic or foreign corporation shareholders,
2215 defend itself against any action instituted by the Department of 2244 equivalent equitable owners, and ultimate equitable owners that,
2216 Legal Affairs or by any other agency of this state until the 2245 in comparison to all other shareholders, equivalent equitable
2217 requirements of this subsection have been met. 2246 owners, or ultimate equitable owners, respectively, own the
2218 (2) Each domestic or foreign corporation, foreign 2247 largest number of shares of stock of the corporation, foreign
2219 corporation, or alien business organization that owns real 2248 corporation, or alien business organization or the largest
2220 property located in this state, that owns a mortgage on real 2249 percentage of an equivalent form of equitable ownership of the
2221 property located in this state, or that conducts affairs 2250 corporation, foreign corporation, or alien business
2222 transacts business in this state must shall, pursuant to 2251 organization.
2223 subpoena served upon the registered agent of the domestic or 2252 (e) The names and addresses of all previous members prior
2224 foreign corporation, foreign corporation, or alien business 2253 shareholders, equivalent equitable owners, and ultimate
2225 organization issued by the Department of Legal Affairs, produce, 2254 equitable owners of the entity for the 12-month period preceding
2226 through its registered agent or through a designated 2255 the date of issuance of the subpoena, the number of which names
2227 representative within 30 days after service of the subpoena, 2256 is limited to the 100 members holding the largest share of
2228 testimony and records showing the following: 2257 voting power of the domestic or foreign corporation
2229 (a) True copies of documents evidencing the legal existence 2258 shareholders, equivalent equitable owners, and ultimate
2230 of the entity, including the articles of incorporation and any 2259 equitable owners that, in comparison to all other shareholders,
2231 amendments to the articles of incorporation or the legal 2260 equivalent equitable owners, or ultimate equitable owners,
2232 equivalent of the articles of incorporation and such amendments. 2261 respectively, own the largest number of shares of stock of the
2233 (b) The names and addresses of each current officer and 2262 corporation, foreign corporation, or alien business organization
Page 77 of 280 Page 78 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
2263 or the largest percentage of an equivalent form of equitable 2292 corporation, or alien business organization from the
2264 ownership of the corporation, foreign corporation, or alien 2293 requirements for producing records, information, or testimony
2265 business organization. 2294 otherwise imposed under this section for any period of time when
2266 (f) The names and addresses of the person or persons who 2295 the requisite conditions for the exception did not exist.
2267 provided the records and information to the registered agent or 2296 (3) The time limit for producing records and testimony may
2268 designated representative of the entity. 2297 be extended for good cause shown by the domestic or foreign
2269 (g) The requirements of paragraphs (d) and (e) do not apply 2298 corporation, foreign corporation, or alien business
2270 to: 2299 organization.
2271 1. A financial institution; 2300 (4) A domestic or foreign corporation person, corporation,
2272 2. A corporation, foreign corporation, or alien business 2301 foreign corporation, or alien business organization designating
2273 organization the securities of which are registered pursuant to 2302 an attorney or, accountant, or spouse as a registered agent or
2274 s. 12 of the Securities Exchange Act of 1934, 15 U.S.C. ss. 78a- 2303 designated representative shall, with respect to this state or
2275 78kk, if such corporation, foreign corporation, or alien 2304 any agency or subdivision of this state, be deemed to have
2276 business organization files with the United States Securities 2305 waived any privilege that might otherwise attach to
2277 and Exchange Commission the reports required by s. 13 of that 2306 communications with respect to the information required to be
2278 act; or 2307 produced pursuant to subsection (2), which communications are
2279 3. A corporation, foreign corporation, or alien business 2308 among such domestic or foreign corporation, foreign corporation,
2280 organization, the securities of which are regularly traded on an 2309 or alien business organization; the registered agent or
2281 established securities market located in the United States or on 2310 designated representative of such domestic or foreign
2282 an established securities market located outside the United 2311 corporation, foreign corporation, or alien business
2283 States, if such non-United States securities market is 2312 organization; and the beneficial owners of such domestic or
2284 designated by rule adopted by the Department of Legal Affairs; 2313 foreign corporation, foreign corporation, or alien business
2285 2314 organization. The duty to comply with the provisions of this
2286 upon a showing by the corporation, foreign corporation, or alien 2315 section will not be excused by virtue of any privilege or
2287 business organization that the exception in subparagraph 1., 2316 provision of law of this state or any other state or country,
2288 subparagraph 2., or subparagraph 3. applies to the corporation, 2317 which privilege or provision authorizes or directs that the
2289 foreign corporation, or alien business organization. Such 2318 testimony or records required to be produced under subsection
2290 exception in subparagraph 1., subparagraph 2., or subparagraph 2319 (2) are privileged or confidential or otherwise may not be
2291 3. does not, however, exempt the corporation, foreign 2320 disclosed.
Page 79 of 280 Page 80 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
2321 (5) If a domestic or foreign corporation, foreign 2350 entitled to use, any provision of law or of the Florida Rules of
2322 corporation, or alien business organization fails without lawful 2351 Civil Procedure to further the collecting or obtaining of
2323 excuse to comply timely or fully with a subpoena issued pursuant 2352 payment pursuant to a judgment or order of payment. The state,
2324 to subsection (2), the Department of Legal Affairs may file an 2353 through the Attorney General, may bid at any judicial sale to
2325 action in the circuit court for the judicial circuit in which 2354 enforce its judgment lien, an amount up to the amount of the
2326 the domestic or foreign corporation, foreign corporation, or 2355 judgment or lien obtained pursuant to this subsection. All
2327 alien business organization is found or conducts affairs, 2356 moneys recovered under this subsection shall be treated as
2328 transacts business or in which real property belonging to the 2357 forfeitures under ss. 895.01-895.09 and used or distributed in
2329 domestic or foreign corporation, foreign corporation, or alien 2358 accordance with the procedure set forth in s. 895.09.
2330 business organization is located, for an order compelling 2359 (6) Information provided to, and records and transcriptions
2331 compliance with the subpoena. The failure without a lawful 2360 of testimony obtained by, the Department of Legal Affairs
2332 excuse to comply timely or fully with an order compelling 2361 pursuant to this section are confidential and exempt from the
2333 compliance with the subpoena will result in a civil penalty of 2362 provisions of s. 119.07(1) and s. 24(a), Art. I of the State
2334 not more than $1,000 for each day of noncompliance with the 2363 Constitution while the investigation is active. For purposes of
2335 order. In connection with such proceeding, the department may, 2364 this section, an investigation shall be considered “active”
2336 without prior approval by the court, file a lis pendens against 2365 while such investigation is being conducted with a reasonable,
2337 real property owned by the domestic or foreign corporation, 2366 good faith belief that it may lead to the filing of an
2338 foreign corporation, or alien business organization, which lis 2367 administrative, a civil, or a criminal proceeding. An
2339 pendens must shall set forth the legal description of the real 2368 investigation does not cease being to be active so long as the
2340 property and must shall be filed in the public records of the 2369 department is proceeding with reasonable dispatch and there is a
2341 county where the real property is located. If the lis pendens is 2370 good faith belief that action may be initiated by the department
2342 filed in any county other than the county in which the action is 2371 or other administrative or law enforcement agency. Except for
2343 pending, the lis pendens that is filed must be a certified copy 2372 active criminal intelligence or criminal investigative
2344 of the original lis pendens. A judgment or an order of payment 2373 information, as defined in s. 119.011, and information which, if
2345 entered pursuant to this subsection will become a judgment lien 2374 disclosed, would reveal a trade secret, as defined in s.
2346 against any real property owned by the domestic or foreign 2375 688.002, or would jeopardize the safety of an individual, all
2347 corporation, foreign corporation, or alien business organization 2376 information, records, and transcriptions become available to the
2348 when a certified copy of the judgment or order is recorded as 2377 public when the investigation is completed or becomes inactive
2349 required by s. 55.10. The department may avail itself of, and is 2378 ceases to be active. The department may shall not disclose
Page 81 of 280 Page 82 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
2379 confidential information, records, or transcriptions of 2408 (7) This section is supplemental and may shall not be
2380 testimony except pursuant to authorization by the Attorney 2409 construed to preclude or limit the scope of evidence gathering
2381 General in any of the following circumstances: 2410 or other permissible discovery pursuant to any other subpoena or
2382 (a) To a law enforcement agency participating in or 2411 discovery method authorized by law or rule of procedure.
2383 conducting a civil investigation under chapter 895, or 2412 (8) It is unlawful for any person, with respect to any
2384 participating in or conducting a criminal investigation. 2413 record or testimony produced pursuant to a subpoena issued by
2385 (b) In the course of filing, participating in, or 2414 the Department of Legal Affairs under subsection (2), to
2386 conducting a judicial proceeding instituted pursuant to this 2415 knowingly and willfully falsify, conceal, or cover up a material
2387 section or chapter 895. 2416 fact by a trick, scheme, or device; make any false, fictitious,
2388 (c) In the course of filing, participating in, or 2417 or fraudulent statement or representation; or make or use any
2389 conducting a judicial proceeding to enforce an order or judgment 2418 false writing or document knowing the writing or document to
2390 entered pursuant to this section or chapter 895. 2419 contain any false, fictitious, or fraudulent statement or entry.
2391 (d) In the course of a criminal proceeding. 2420 A person who violates this subsection commits a felony of the
2392 2421 third degree, punishable as provided in s. 775.082, s. 775.083,
2393 A person or law enforcement agency that receives any 2422 or s. 775.084.
2394 information, record, or transcription of testimony that has been 2423 (9) In the absence of a written agreement to the contrary,
2395 made confidential by this subsection shall maintain the 2424 a registered agent is not liable for the failure to give notice
2396 confidentiality of such material and may shall not disclose such 2425 of the receipt of a subpoena under subsection (2) to the
2397 information, record, or transcription of testimony except as 2426 domestic or foreign corporation, foreign corporation, or alien
2398 provided for herein. Any person who willfully discloses any 2427 business organization that appointed the registered agent if the
2399 information, record, or transcription of testimony that has been 2428 registered agent timely sends written notice of the receipt of
2400 made confidential by this subsection, except as provided for in 2429 the subpoena by first-class mail or domestic or international
2401 this subsection, commits a misdemeanor of the first degree, 2430 air mail, postage fees prepaid, to the last address that has
2402 punishable as provided in s. 775.082 or s. 775.083. If any 2431 been designated in writing to the registered agent by the
2403 information, record, or testimony obtained pursuant to 2432 appointing domestic or foreign corporation, foreign corporation,
2404 subsection (2) is offered in evidence in any judicial 2433 or alien business organization.
2405 proceeding, the court may, in its discretion, seal that portion 2434 (10) The designation of a registered agent and a registered
2406 of the record to further the policies of confidentiality set 2435 office as required by subsection (1) for a domestic or foreign
2407 forth in this subsection. 2436 corporation, foreign corporation, or alien business organization
Page 83 of 280 Page 84 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
2437 that owns real property in this state or a mortgage on real 2466 institution.
2438 property in this state is solely for the purposes of this 2467 (b)(d) “Real property” means any real property situated in
2439 chapter; and, notwithstanding s. 48.181, s. 617.1502, s. 2468 this state or any interest in such real property.
2440 617.1503, or any other relevant section of the Florida Statutes, 2469 (e) “Ultimate equitable owner” means a natural person who,
2441 such designation may not be used in determining whether the 2470 directly or indirectly, owns or controls an ownership interest
2442 domestic or foreign corporation, foreign corporation, or alien 2471 in a corporation, foreign corporation, or alien business
2443 business organization is actually doing business in this state. 2472 organization, regardless of whether such natural person owns or
2444 (11) As used in this section, the term: 2473 controls such ownership interest through one or other natural
2445 (a) “Alien business organization” means: 2474 persons or one or more proxies, powers of attorney, nominees,
2446 1. Any corporation, association, partnership, trust, joint 2475 corporations, associations, partnerships, trusts, joint stock
2447 stock company, or other entity organized under any laws other 2476 companies, or other entities or devices, or any combination
2448 than the laws of the United States, of any United States 2477 thereof.
2449 territory or possession, or of any state of the United States; 2478 (12) Any alien business organization may withdraw its
2450 or 2479 registered agent designation by delivering an application for
2451 2. Any corporation, association, partnership, trust, joint 2480 certificate of withdrawal to the department for filing. The
2452 stock company, or other entity or device 10 percent or more of 2481 application shall set forth:
2453 which is owned or controlled, directly or indirectly, by an 2482 (a) The name of the alien business organization and the
2454 entity described in subparagraph 1. or by a foreign natural 2483 jurisdiction under the law of which it is incorporated or
2455 person. 2484 organized; and
2456 (b) “Financial institution” means: 2485 (b) That it is no longer required to maintain a registered
2457 1. A bank, banking organization, or savings association, as 2486 agent in this state.
2458 defined in s. 220.62; 2487 Section 24. Section 617.0505, Florida Statutes, is amended
2459 2. An insurance company, trust company, credit union, or 2488 to read:
2460 industrial savings bank, any of which is licensed or regulated 2489 617.0505 Distributions and dividends prohibited;
2461 by an agency of the United States or any state of the United 2490 exceptions.—Except as authorized in s. 617.1302, A corporation
2462 States; or 2491 may not make distributions to its members, directors, or
2463 3. Any person licensed under the provisions of chapter 494. 2492 officers.
2464 (c) “Mortgage” means a mortgage on real property situated 2493 (1) A corporation may not pay any dividend and may not make
2465 in this state, except a mortgage owned by a financial 2494 distributions of any part of the net income or net earnings of
Page 85 of 280 Page 86 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
2495 the corporation to its members, directors, or officers, except 2524 such payment, benefit, or distribution does not constitute a
2496 that a corporation may: 2525 dividend or a distribution of income or profit for purposes of
2497 (a) Make payments for compensation and benefits as 2526 this section.
2498 authorized in s. 617.0603, membership purchases as authorized in 2527 (4) A corporation that is a utility exempt from regulation
2499 s. 617.0608(2), and compensation for directors as authorized in 2528 under s. 367.022(7), whose articles of incorporation state that
2500 s. 617.08101; 2529 it is exempt from taxation under s. 501(c)(12) of the Internal
2501 (b) Make distributions to its members upon dissolution in 2530 Revenue Code of 1986, as amended, may make refunds to its
2502 conformity with the dissolution provisions of this chapter or, 2531 members, before prior to a dissolution or liquidation, as its
2503 if expressly permitted by its articles of incorporation, upon 2532 managing board deems necessary to establish or preserve its tax-
2504 partial liquidation; and 2533 exempt status. Any such refund does not constitute a dividend or
2505 (c) Make distributions to another nonprofit entity or 2534 a distribution of income or earnings profit for purposes of this
2506 governmental unit that is a member of the distributing 2535 section.
2507 corporation or has the power to appoint one or more of the 2536 (3)(5) A corporation that is regulated by chapter 718,
2508 directors of the distributing corporation A mutual benefit 2537 chapter 719, chapter 720, chapter 721, or chapter 723, or a
2509 corporation, such as a private club that is established for 2538 corporation where membership in such corporation is required
2510 social, pleasure, or recreational purposes and that is organized 2539 pursuant to a document recorded in the official county property
2511 as a corporation of which the equity interests are held by the 2540 records, may make refunds to its members, give giving credits to
2512 members, may, subject to s. 617.1302, purchase the equity 2541 its members, disburse disbursing insurance proceeds to its
2513 membership interest of any member, and the payment for such 2542 members, or disburse disbursing or pay paying settlements to its
2514 interest is not a distribution for purposes of this section. 2543 members without violating this section.
2515 (2) A corporation may pay compensation in a reasonable 2544 (4) A dividend or distribution by a nonprofit insurance
2516 amount to its members, directors, or officers for services 2545 company subsidiary to its mutual insurance holding company
2517 rendered, may confer benefits upon its members in conformity 2546 organized under part III of chapter 628, directly or indirectly
2518 with its purposes, and, upon dissolution or final liquidation, 2547 through one or more intermediate holding companies authorized
2519 may make distributions to its members as permitted by this 2548 under that part, is not a distribution for the purposes of this
2520 chapter. 2549 chapter.
2521 (3) If expressly permitted by its articles of 2550 Section 25. Paragraph (b) of subsection (1) and subsections
2522 incorporation, a corporation may make distributions upon partial 2551 (3) through (7) of section 617.0601, Florida Statutes, are
2523 liquidation to its members, as permitted by this section. Any 2552 amended, and subsections (8) and (9) are added to that section,
Page 87 of 280 Page 88 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
2553 to read: 2582 (5) A resignation, expulsion, suspension, or termination of
2554 617.0601 Members, generally.— 2583 membership pursuant to s. 617.0606 or s. 617.0607 must shall be
2555 (1) 2584 recorded in the membership list book. Unless otherwise provided
2556 (b) For The articles of incorporation or bylaws of any 2585 in the articles of incorporation or the bylaws, all the rights
2557 nonprofit corporation not for profit that does not have members, 2586 and privileges of a member cease on termination of membership.
2558 or does not have members entitled to vote on a matter, any law 2587 (6) Except as provided in the articles of incorporation or
2559 requiring notice to, the presence of, or the vote, consent, or 2588 the bylaws, a corporation may admit members for no consideration
2560 other action by members of the corporation in connection with 2589 or for such consideration as is determined by the board of
2561 such matter is satisfied by notice to, the presence of, or the 2590 directors. The consideration may take any form, including, but
2562 vote, consent, or other action by the board of directors of the 2591 not limited to, promissory notes, intangible property, or past
2563 nonprofit corporation maintains chapters or affiliates may grant 2592 or future services. Payment of such consideration may be made at
2564 representatives of such chapters or affiliates the right to vote 2593 such times and upon such terms as are set forth in or authorized
2565 in conjunction with the board of directors of the corporation 2594 by the articles of incorporation, bylaws, or action of the board
2566 notwithstanding applicable quorum or voting requirements of this 2595 of directors Subsections (1), (2), (3), and (4) do not apply to
2567 chapter if the corporation is registered with the Department of 2596 a corporation that is an association as defined in s. 720.301.
2568 Agriculture and Consumer Services pursuant to ss. 496.401- 2597 (7) Where the articles of incorporation expressly limit
2569 496.424, the Solicitation of Contributions Act. 2598 membership in the corporation to property owners within specific
2570 (3) Corporation members have no voting or other rights 2599 measurable geographic boundaries and where the corporation has
2571 except as provided in the articles of incorporation or bylaws 2600 been formed for the benefit of all of those property owners, no
2572 and each member has the same rights and obligations as every 2601 such property owner may not shall be denied membership, provided
2573 other member except as provided in the articles of incorporation 2602 that such property owner once admitted to membership complies,
2574 or bylaws. However, members of any corporation existing on July 2603 shall comply with the terms and conditions of membership which
2575 1, 1991, shall continue to have the same voting and other rights 2604 may provide for termination of membership upon ceasing to be a
2576 as before such date until changed by amendment of the articles 2605 property owner. Any bylaws, rules, or other regulations to the
2577 of incorporation or bylaws. 2606 contrary are deemed void and any persons excluded from
2578 (4) A corporation shall keep a membership list book 2607 membership by such bylaws, rules, or other regulations are
2579 containing, in alphabetical order, the name and address of each 2608 deemed members with full rights, including the right, by the
2580 member. The corporation shall also keep records in accordance 2609 majority, or as otherwise provided in the articles of
2581 with s. 617.1601. 2610 incorporation, to call for a meeting of the membership.
Page 89 of 280 Page 90 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
2611 (8) A corporation may not be a member of itself or exercise 2640 imposed on members of the same class either alike or in
2612 the rights of a member with respect to itself. Upon a 2641 different amounts or proportions, and may be imposed on a
2613 corporation’s purchase of its own membership interest in 2642 different basis on different classes of members. Members of a
2614 accordance with s. 617.0608, the membership interest is 2643 class may be made exempt from dues, assessments, and fees to the
2615 canceled. 2644 extent provided in the articles of incorporation or the bylaws A
2616 (9) Subsections (1)-(4) do not apply to a corporation that 2645 member may become liable to the corporation for dues,
2617 is an association as defined in s. 720.301. 2646 assessments, or fees as provided by law.
2618 Section 26. Section 617.0603, Florida Statutes, is created 2647 (3) The amount and method of collection of dues,
2619 to read: 2648 assessments, and fees may be fixed in the articles of
2620 617.0603 Compensation and benefits.—A corporation may do 2649 incorporation or bylaws, or the articles of incorporation or
2621 any of the following: 2650 bylaws may authorize the board of directors or its members to
2622 (1) Pay compensation in reasonable amounts to its members, 2651 fix the amount and method of collection.
2623 directors, officers, agents, and employees for services 2652 (4) The articles of incorporation or bylaws may provide
2624 rendered. 2653 reasonable means, such as termination and reinstatement of
2625 (2) Confer benefits upon its members in conformity with its 2654 membership, to enforce the collection of dues, assessments, and
2626 purposes. 2655 fees.
2627 (3) Upon dissolution or final liquidation, make 2656 (5) A creditor of a corporation may not bring a proceeding
2628 distributions to its members or others as permitted by this 2657 to reach the liability, if any, of a member of the corporation
2629 chapter. 2658 unless final judgment has been rendered in favor of the creditor
2630 2659 against the corporation and execution has been returned
2631 No such payments, benefits, or distributions may be deemed to be 2660 unsatisfied in whole or in part or unless the proceeding would
2632 a dividend or a distribution of income or earnings. 2661 be useless.
2633 Section 27. Subsection (2) of section 617.0604, Florida 2662 (6) All creditors of a corporation, with or without
2634 Statutes, is amended, and subsections (3) through (7) are added 2663 reducing their claims to judgment, may intervene in any other
2635 to that section, to read: 2664 creditor’s proceeding brought pursuant to subsection (5) to
2636 617.0604 Liability of members.— 2665 reach and apply unpaid amounts due from the corporation. All
2637 (2) A corporation may levy dues, assessments, and fees on 2666 members who owe unpaid amounts to the corporation may be joined
2638 its members to the extent authorized in the articles of 2667 in the proceeding.
2639 incorporation or the bylaws. Dues, assessments, and fees may be 2668 (7) Satisfaction of a debt owed to a creditor by the
Page 91 of 280 Page 92 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
2669 corporation through payment of a member who owes unpaid amounts 2698 (2) The resignation of a member does not relieve the member
2670 to the corporation satisfies the debt of the corporation to the 2699 from any obligations that the member may have to the corporation
2671 creditor and the debt of the member to the corporation to the 2700 as a result of obligations incurred or commitments made before
2672 extent so paid by the member to the creditor. 2701 resignation.
2673 Section 28. Section 617.0605, Florida Statutes, is amended 2702 Section 30. Subsections (3) and (4) of section 617.0607,
2674 to read: 2703 Florida Statutes, are amended, and subsection (5) is added to
2675 617.0605 Transfer of membership interests.— 2704 that section, to read:
2676 (1) Except as provided in the articles of incorporation or 2705 617.0607 Termination, expulsion, and suspension.—
2677 bylaws, a member of a corporation may not transfer a membership 2706 (3) Any proceeding challenging an expulsion, suspension, or
2678 or any right arising from membership except as otherwise allowed 2707 termination, including a proceeding in which the defective
2679 in this section. 2708 notice is alleged, must be commenced within 1 year after the
2680 (2) Except as set forth in the articles of incorporation or 2709 effective date of the expulsion, suspension, or termination.
2681 bylaws of a mutual benefit corporation, a member of a mutual 2710 (4) A member who has been expelled or suspended or has had
2682 benefit corporation may not transfer a membership or any right 2711 a membership suspended or terminated may be liable to the
2683 arising from membership. 2712 corporation for dues, assessments, or fees as a result of
2684 (3) Where the right to If transfer a membership has been 2713 obligations incurred or commitments made before the expulsion,
2685 provided in the articles of incorporation or bylaws rights have 2714 or suspension, or termination. The expulsion, suspension, or
2686 been provided for one or more members of a mutual benefit 2715 termination does not relieve the member of any obligations or
2687 corporation, a restriction on such rights is not binding with 2716 commitments made before the expulsion, suspension, or
2688 respect to a member holding a membership issued before the 2717 termination.
2689 adoption of the restriction unless the restriction is approved 2718 (5) A corporation may, if authorized in the articles of
2690 by the members and the affected member. 2719 incorporation or bylaws, levy fines or otherwise penalize its
2691 Section 29. Section 617.0606, Florida Statutes, is amended 2720 members. A fine or penalty, other than a late fee for nonpayment
2692 to read: 2721 of dues, may not be levied until after the corporation has
2693 617.0606 Resignation of members.— 2722 provided notice thereof to the member concerned and has afforded
2694 (1) Except as may be provided in the articles of 2723 the affected member an opportunity to be heard on the matter.
2695 incorporation or bylaws of a corporation, A member may resign at 2724 Section 31. Section 617.0608, Florida Statutes, is amended
2696 any time for any reason of a mutual benefit corporation may not 2725 to read:
2697 transfer a membership or any right arising from membership. 2726 617.0608 Purchase of memberships.—
Page 93 of 280 Page 94 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
2727 (1) A corporation described in s. 501(c)(3) of the Internal 2756 in or fixed in accordance with the articles of incorporation or
2728 Revenue Code of 1986, as amended, may not purchase the 2757 bylaws. The frequency of all meetings of members, the time and
2729 membership interests of any of its members any of its 2758 manner of notice of such meetings, the conduct and adjournment
2730 memberships or any right arising from membership. Any 2759 of such meetings, the determination of members entitled to
2731 corporation that is not described in s. 501(c)(3) of the 2760 notice or to vote at such meetings, and the number or voting
2732 Internal Revenue Code of 1986, as amended, may purchase the 2761 power of members necessary to constitute a quorum, shall be
2733 membership interest of any member or any right arising from 2762 determined by or in accordance with the articles of
2734 membership to the extent provided in the articles of 2763 incorporation or the bylaws. Annual, regular, and special
2735 incorporation or bylaws. No such payment for purchase of 2764 meetings of the members may be held in or out of this state, and
2736 membership interest or right arising from membership may be 2765 the place and time of all meetings may be determined by the
2737 deemed a dividend or a distribution of income or earnings except 2766 board of directors.
2738 as provided in s. 617.0505 or subsection (2). 2767 (2) The failure to hold an annual meeting at the time
2739 (2) Subject to subsection (1) s. 617.1302, a mutual benefit 2768 stated in or fixed in accordance with a corporation’s articles
2740 corporation may purchase the membership interest of a member who 2769 of incorporation or bylaws or pursuant to this chapter does not
2741 resigns, or whose membership is terminated, for the amount and 2770 work cause a forfeiture or give cause for dissolution of the
2742 pursuant to the conditions set forth in its articles of 2771 corporation, and nor does not such failure affect the validity
2743 incorporation or bylaws, but only if, after the completing the 2772 of any corporate action otherwise valid corporate acts, except
2744 purchase: 2773 as provided in s. 617.1430 in the case of a deadlock among the
2745 (a) The corporation is able to pay its debts as they become 2774 directors or the members.
2746 due in the usual course of its activities; and 2775 (3)(a) Except as provided in the articles of incorporation
2747 (b) The total assets of the corporation are at least equal 2776 or bylaws, special meetings of the members may be called by
2748 to the sum of its liabilities. 2777 either:
2749 Section 32. Section 617.0701, Florida Statutes, is amended 2778 1. By the corporation’s board of directors or the person or
2750 to read: 2779 persons authorized to do so by the articles of incorporation or
2751 617.0701 Meetings of members, generally; failure to hold 2780 bylaws; or
2752 annual meeting; special meeting; consent to corporate actions 2781 2. If members holding no less than 10 percent, or such
2753 without meetings; waiver of notice of meetings.— 2782 other amount as specified in the articles of incorporation or
2754 (1) A corporation with members may hold meetings of members 2783 bylaws, of all the votes entitled to be cast on any issue being
2755 for the transaction of any proper business at such times stated 2784 considered at the proposed special meeting sign, date, and
Page 95 of 280 Page 96 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
2785 deliver to the corporation’s secretary one or more written 2814 officer; or
2786 demands for the meeting describing the purpose or purposes for 2815 (f) A person who signs a demand for a special meeting
2787 which it is to be held. 2816 pursuant to paragraph (e) if notice for a special meeting is not
2788 (b) Unless otherwise provided in the articles of 2817 given within 30 days after receipt of the demand. The person
2789 incorporation or bylaws, a written demand for a special meeting 2818 signing the demand may set the time and place of the meeting and
2790 may be revoked by a writing to that effect received by the 2819 give notice under this subsection.
2791 corporation before the receipt by the corporation of demands 2820 (4) Unless otherwise provided in the articles of
2792 sufficient in number to require holding a special meeting 2821 incorporation or bylaws, action required or permitted by this
2793 pursuant to subparagraph (a)2. 2822 chapter to be taken at an annual or special meeting of members
2794 (c) Only business within the purpose or purposes described 2823 may be taken without a meeting, without prior notice, and
2795 in the meeting notice may be conducted at a special meeting of 2824 without a vote if the action is taken by the members entitled to
2796 members. 2825 vote on such action and having not less than the minimum number
2797 (d) Special meetings of members may be held in or out of 2826 of votes necessary to authorize such action at a meeting at
2798 this state at a place stated in or fixed in accordance with the 2827 which all members entitled to vote on such action were present
2799 articles of incorporation or the bylaws or, when not 2828 and voted.
2800 inconsistent with the articles of incorporation or the bylaws, 2829 (a) To be effective, the action must be evidenced by one or
2801 in the notice of the special meeting. If no place is stated or 2830 more written consents describing the action taken, dated and
2802 fixed in accordance with the articles of incorporation or the 2831 signed by approving members having the requisite number of votes
2803 bylaws or in the notice of the special meeting, special meetings 2832 and entitled to vote on such action, and delivered to the
2804 must be held at the corporation’s principal office. 2833 corporation to its principal office in this state, its principal
2805 (a) The president; 2834 place of business, the corporate secretary, or another officer
2806 (b) The chair of the board of directors; 2835 or agent of the corporation having custody of the book in which
2807 (c) The board of directors; 2836 proceedings of meetings of members are recorded. The action
2808 (d) Other officers or persons as are provided for in the 2837 taken by written consent is effective when such written consent
2809 articles of incorporation or the bylaws; 2838 is signed by members entitled to cast the required number of
2810 (e) The holders of at least 5 percent of the voting power 2839 votes on the action and has been delivered to the corporation by
2811 of a corporation when one or more written demands for the 2840 delivery as set forth in this section, but only if Written
2812 meeting, which describe the purpose for which the meeting is to 2841 consent to take the corporate action referred to in the consent
2813 be held, are signed, dated, and delivered to a corporate 2842 is not effective unless the consent is signed by members having
Page 97 of 280 Page 98 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
2843 the requisite number of votes necessary to authorize the action 2872 (f) Whenever action is taken pursuant to this section, the
2844 within 90 days after the date of the earliest dated consent and 2873 written consent of the members consenting thereto to such action
2845 is delivered in the manner required by this section. 2874 or the written reports of inspectors appointed to tabulate such
2846 (b) Any written consent may be revoked before prior to the 2875 consents must be filed with the minutes of member proceedings.
2847 date that the corporation receives the required number of 2876 (5)(a) A member may waive any notice required by this
2848 consents to authorize the proposed action. A revocation is not 2877 chapter, the articles of incorporation, or the bylaws before or
2849 effective unless in writing and until received by the 2878 after the date and time stated in the notice. The waiver must be
2850 corporation at its principal office in this state or its 2879 in writing, signed electronically or otherwise by the member
2851 principal place of business, or received by the corporate 2880 entitled to the notice, and delivered to the corporation for
2852 secretary or other officer or agent of the corporation having 2881 filing by the corporation with the minutes or corporate records
2853 custody of the book in which proceedings of meetings of members 2882 Notice of a meeting of members need not be given to any member
2854 are recorded. 2883 who signs a waiver of notice, in person or by proxy, either
2855 (c) If the articles of incorporation or bylaws require that 2884 before or after the meeting. Unless required by the articles of
2856 notice of proposed corporate action be delivered to members not 2885 incorporation or bylaws, neither the affairs to be transacted at
2857 entitled to vote on the action and the action is to be taken by 2886 nor the purpose of the meeting need to be specified in the
2858 consent of the members entitled to vote, within 30 days after 2887 waiver.
2859 obtaining authorization by written consent, notice must be given 2888 (b) Attendance of a member at a meeting waives objection
2860 to those members who are entitled to vote on the action but who 2889 to:
2861 have not consented in writing and to those members who are not 2890 1. Lack, either in person or by proxy, constitutes waiver
2862 entitled to vote. The notice must fairly summarize the material 2891 of notice or defective notice of the meeting, unless the member
2863 features of the authorized action. 2892 promptly objects to holding the meeting or transacting business
2864 (d) A consent signed under this section has the effect of a 2893 at the beginning of the meeting and does not thereafter vote for
2865 meeting vote and may be described as such in any document. 2894 or assent to action taken at the meeting; and
2866 (e) If the action to which the members consent is such as 2895 2. Consideration of a particular matter at the meeting
2867 would have required the filing of articles or a certificate 2896 which is not within the purposes described in the meeting notice
2868 under any other section of this chapter if such action had been 2897 waiver of any and all objections to the place of the meeting,
2869 voted on by members at a meeting, the articles or certificate 2898 the time of the meeting, or the manner in which it has been
2870 filed under such other section must state that written consent 2899 called or convened, unless the member objects to considering the
2871 has been given in accordance with this section. 2900 matter when it is presented at the meeting attends a meeting
Page 99 of 280 Page 100 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
2901 solely for the purpose of stating, at the beginning of the 2930 3. Using such other means as provided for in the articles
2902 meeting, any such objection or objections to the transaction of 2931 of incorporation or the bylaws.
2903 affairs. 2932 (b) An appointment form must contain or be accompanied by
2904 (6) Subsections (1) and (3) do not apply to any corporation 2933 information from which it can be determined that the member or
2905 that is an association as defined in s. 720.301; a corporation 2934 the member’s attorney in fact authorized the appointment of the
2906 regulated by chapter 718, chapter 719, chapter 720, chapter 721, 2935 proxy.
2907 or chapter 723; or a corporation where membership in such 2936 (4) Notwithstanding any provision to the contrary in the
2908 corporation is required pursuant to a document recorded in the 2937 articles of incorporation or bylaws, any copy, facsimile
2909 county official property records. 2938 transmission, or other reliable reproduction of the appointment
2910 Section 33. Section 617.0721, Florida Statutes, is amended 2939 form original proxy may be substituted or used in lieu of the
2911 to read: 2940 original proxy for any purpose for which the original proxy
2912 617.0721 Voting by members.— 2941 could be used if the copy, facsimile transmission, or other
2913 (1) Members are not entitled to vote except as conferred by 2942 reproduction is a complete reproduction of the appointment form
2914 the articles of incorporation or the bylaws. 2943 entire proxy. An appointment of a proxy is effective when a
2915 (2) A member who is entitled to vote may vote in person or, 2944 signed appointment in a record is received by the inspectors of
2916 unless the articles of incorporation or the bylaws otherwise 2945 election, the officer or agent of the corporation authorized to
2917 provide, may vote by proxy executed in writing by the member or 2946 count votes, or the secretary. An appointment of a proxy is not
2918 by his or her duly authorized attorney in fact. 2947 valid for after 11 months following the date of its execution
2919 (3)(a) A member or the member’s attorney-in-fact may 2948 unless a longer period, which may not exceed 3 years, is
2920 appoint a proxy to vote or otherwise act for the member by: 2949 expressly otherwise provided in the appointment form proxy. The
2921 1. Signing an appointment form, with his or her signature 2950 death or incapacity of the member appointing a proxy does not
2922 affixed, by any reasonable means, including, but not limited to, 2951 affect the right of the corporation to accept the proxy’s
2923 facsimile or electronic signature; 2952 authority unless notice of the death or incapacity is received
2924 2. Transmitting or authorizing the transmission of an 2953 by the inspectors of election, the officer or agent authorized
2925 electronic signature to the person who will be appointed as the 2954 to count votes, or the secretary before the proxy exercises his
2926 proxy or to a proxy solicitation firm, a proxy support service 2955 or her authority under the appointment. A member may revoke
2927 organization, a registrar, or an agent authorized by the person 2956 appointment of a proxy unless the appointment form or electronic
2928 who will be designated as the proxy to receive such 2957 transmission states that it is irrevocable and the appointment
2929 transmission; or 2958 is coupled with an interest.
Page 101 of 280 Page 102 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
2959 (a) If directors or officers are to be elected by members, 2988 authorized to vote by means of remote communication is a member
2960 the bylaws may provide that such elections may be conducted by 2989 or proxy holder; and
2961 mail. 2990 2. The corporation implements reasonable measures to
2962 (b) A corporation may reject a vote, ballot, consent, 2991 Provide such members, member’s attorneys-in-fact, and proxies or
2963 waiver, demand, or proxy appointment if the person secretary or 2992 proxy holders with a reasonable opportunity to participate in
2964 other officer or agent authorized to accept or reject such vote, 2993 the meeting and to vote on matters submitted to the members,
2965 ballot, consent, waiver, demand, or proxy appointment tabulate 2994 including an opportunity to communicate and to read or hear the
2966 votes, acting in good faith, has a reasonable basis to doubt for 2995 proceedings of the meeting substantially concurrent with the
2967 doubting the validity of the signature on it or the signatory’s 2996 proceedings.
2968 authority to sign for the member. 2997 (c) If any member, attorney-in-fact for a member, or proxy
2969 (5)(a)(3) If authorized by the board of directors, and 2998 holder votes or takes other action at a members’ meeting by
2970 subject to such guidelines and procedures as the board of 2999 means of remote communication, a record of such vote or other
2971 directors may adopt, Members of any class, their attorneys-in- 3000 action that member’s participation in the meeting must be
2972 fact, and proxies may participate in any and proxy holders who 3001 maintained by the corporation in accordance with s. 617.1601.
2973 are not physically present at a meeting of members may, by means 3002 (d) Unless the articles of incorporation, bylaws, or
2974 of remote communication to the extent the board of directors 3003 demands of members in accordance with s. 617.0701(3) require a
2975 authorizes such participation for such class. Participation by 3004 meeting of members to be held at a geographic location, the
2976 means of remote communication is subject to the guidelines and 3005 board of directors may determine that any meeting of members
2977 procedures adopted by the board of directors and must be in 3006 will not be held at a geographic location, and instead will be
2978 conformity with paragraph (b).: 3007 held solely by means of remote communication, but only if the
2979 (a) Participate in the meeting. 3008 corporation implements the measures required by paragraph (b).
2980 (b) Members, their attorneys-in-fact, and proxies 3009 (6)(4) If any entity corporation, whether for profit or not
2981 participating in a members’ meeting by means of remote 3010 for profit, is a member of a corporation organized under this
2982 communication authorized in paragraph (a) are Be deemed to be 3011 chapter, the chair of the governing body board, the president,
2983 present in person and may vote at the meeting if the corporation 3012 any vice president, the secretary, or the treasurer of the
2984 has implemented reasonable measures to: 3013 member entity corporation, and any such officer or cashier or
2985 1. The corporation implements reasonable means to Verify 3014 trust officer of a banking or trust corporation holding such
2986 that each person participating remotely as a member is a member, 3015 membership, and any like officer of a foreign entity corporation
2987 a member’s attorney-in-fact, or a proxy deemed present and 3016 whether for profit or not for profit, holding such membership in
Page 103 of 280 Page 104 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
3017 a domestic corporation, is shall be deemed by the corporation in 3046 not have the right to vote, the directors shall have the sole
3018 which membership is held to have the authority to vote on behalf 3047 voting power.
3019 of the member entity corporation and to execute proxies and 3048 (9)(7) Subsections (1), (7) (5), and (8) (6) do not apply
3020 written waivers and consents in relation thereto, unless, before 3049 to a corporation that is an association, as defined in s.
3021 a vote is taken or a waiver or consent is acted upon, it appears 3050 720.301, or a corporation regulated by chapter 718 or chapter
3022 pursuant to a certified copy of the bylaws or other governing 3051 719.
3023 documents of the entity or a resolution of the governing 3052 Section 34. Section 617.0741, Florida Statutes, is created
3024 documents board of directors or executive committee of the 3053 to read:
3025 member entity corporation that such authority does not exist or 3054 617.0741 Standing.—A director, an officer, or a member may
3026 is vested in some other officer or person. In the absence of 3055 not commence a proceeding in the right of a domestic or foreign
3027 such certification, a person executing any such proxies, 3056 corporation unless such director, officer, or member holds that
3028 waivers, or consents or presenting himself or herself at a 3057 position at the time the action is commenced and:
3029 meeting as one of such officers of a corporate member entity is 3058 (1) Was a director, an officer, or a member when the
3030 shall be, for the purposes of this section, conclusively deemed 3059 conduct giving rise to the action occurred; or
3031 to be duly elected, qualified, and acting as such officer and to 3060 (2) The person became a member through transfer or by
3032 be fully authorized. In the case of conflicting representation, 3061 operation of law from a person who was a member when the conduct
3033 the corporate member entity shall be represented by its senior 3062 giving rise to the action occurred.
3034 officer, in the order stated in this subsection. 3063 Section 35. Section 617.0742, Florida Statutes, is created
3035 (7)(5) The articles of incorporation or the bylaws may 3064 to read:
3036 provide that, in all elections for directors, every member 3065 617.0742 Complaint; demand and excuse.—A complaint in a
3037 entitled to vote has the right to cumulate the member’s his or 3066 proceeding brought in the right of a corporation must be
3038 her votes and to give one candidate a number of votes equal to 3067 verified and allege with particularity:
3039 the number of votes the member he or she could give if one 3068 (1) The demand, if any, made to obtain the action desired
3040 director were being elected multiplied by the number of 3069 by the director, officer, or member from the board of directors;
3041 directors to be elected or to distribute such votes on the same 3070 and
3042 principles among any number of such candidates. A corporation 3071 (2) Either:
3043 may not have cumulative voting unless such voting is expressly 3072 (a) If such demand was made, that the demand was refused,
3044 authorized in the articles of incorporation. 3073 rejected, or ignored by the board of directors before the
3045 (8)(6) If a corporation has no members or its members do 3074 expiration of 90 days from the date the demand was made.
Page 105 of 280 Page 106 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
3075 (b) If such a demand was made, why irreparable injury to 3104 of the board of directors if the qualified directors constitute
3076 the corporation or misapplication or waste of corporate assets 3105 a quorum; or
3077 causing material injury to the corporation would result by 3106 (b) A majority vote of a committee consisting of two or
3078 waiting for the expiration of a 90-day period from the date the 3107 more qualified directors appointed by majority vote of qualified
3079 demand was made; or 3108 directors present at a meeting of the board of directors,
3080 (c) The reason or reasons the director, officer, or member 3109 regardless of whether such qualified directors constitute a
3081 did not make the effort to obtain the desired action from the 3110 quorum.
3082 board of directors or comparable authority. 3111 (3) Upon motion by the corporation, the court may appoint a
3083 Section 36. Section 617.0743, Florida Statutes, is created 3112 panel consisting of one or more disinterested and independent
3084 to read: 3113 persons to make a determination required in subsection (1).
3085 617.0743 Stay of proceedings.—If the corporation commences 3114 (4) This section does not prevent the court from:
3086 an inquiry into the allegations made in the demand or complaint, 3115 (a) Enforcing a person’s rights under the corporation’s
3087 the court may stay any derivative proceeding for such period as 3116 articles of incorporation or bylaws or this chapter, including
3088 the court deems appropriate. 3117 the person’s rights to information under s. 617.1602; or
3089 Section 37. Section 617.0744, Florida Statutes, is created 3118 (b) Exercising its equitable or other powers, including
3090 to read: 3119 granting extraordinary relief in the form of a temporary
3091 617.0744 Dismissal.— 3120 restraining order or preliminary injunction.
3092 (1) A derivative proceeding may be dismissed, in whole or 3121 Section 38. Section 617.0745, Florida Statutes, is created
3093 in part, by the court upon motion by the corporation if a group 3122 to read:
3094 specified in subsection (2) or subsection (3) has determined in 3123 617.0745 Discontinuance or settlement; notice.—
3095 good faith, after conducting a reasonable inquiry, that the 3124 (1) A derivative action on behalf of a corporation may not
3096 maintenance of the derivative proceeding is not in the best 3125 be discontinued or settled without the court’s approval.
3097 interests of the corporation. In all such cases, the corporation 3126 (2) If the court determines that a proposed discontinuance
3098 has the burden of proof regarding the qualifications, good 3127 or settlement will substantially affect the interest of any of
3099 faith, and reasonable inquiry of the group making the 3128 the corporation’s members, the court must direct that notice be
3100 determination. 3129 given to the members affected. The court may determine which
3101 (2) Unless a panel is appointed pursuant to subsection (3), 3130 party or parties to the derivative action bears the expense of
3102 the determination required in subsection (1) must be made by: 3131 giving the notice.
3103 (a) A majority of qualified directors present at a meeting 3132 Section 39. Section 617.0746, Florida Statutes, is created
Page 107 of 280 Page 108 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
3133 to read: 3162 Internal Revenue Code of 1986, as amended, must have a board of
3134 617.0746 Proceeds and expenses.—On termination of a 3163 directors that consists of three or more persons.
3135 derivative proceeding, the court may: 3164 (2) The number of directors may be increased or decreased
3136 (1) Order the corporation to pay from the amount recovered 3165 from time to time by amendment to, or in the manner provided in,
3137 by the corporation the plaintiff’s reasonable expenses, 3166 the articles of incorporation or the bylaws, but the corporation
3138 including attorney fees and costs, incurred in the derivative 3167 must never have fewer than three directors.
3139 proceeding if it finds in favor of the plaintiff in whole or in 3168 (3) Directors shall be elected or appointed in the manner
3140 part; or 3169 and for the terms provided in the articles of incorporation or
3141 (2) Order the plaintiff to pay any of the defendant’s 3170 the bylaws.
3142 reasonable expenses, including reasonable attorney fees and 3171 Section 42. Section 617.0804, Florida Statutes, is created
3143 costs, incurred in defending the proceeding if it finds that the 3172 to read:
3144 proceeding was commenced or maintained without reasonable cause 3173 617.0804 Selection of directors.—
3145 or for an improper purpose. 3174 (1) The directors of a membership corporation, except for
3146 Section 40. Section 617.0747, Florida Statutes, is created 3175 any initial directors named in the articles of incorporation or
3147 to read: 3176 elected by the incorporators, shall be elected by the members
3148 617.0747 Applicability to foreign corporations.—In any 3177 entitled to vote at the time at the first annual meeting of
3149 derivative proceeding in the right of a foreign corporation 3178 members, and at each annual meeting thereafter. Notwithstanding
3150 brought in the courts of this state, the matters covered by ss. 3179 this subsection, the articles of incorporation or bylaws may
3151 617.0741-617.0747 are governed by the laws of the jurisdiction 3180 provide some other time or method of election, or provide that
3152 of incorporation of the foreign corporation, except for ss. 3181 some or all of the directors are appointed by some other person
3153 617.0743, 617.0745, and 617.0746. 3182 or designated in some other manner.
3154 Section 41. Section 617.0803, Florida Statutes, is amended 3183 (2) The directors of a nonmembership corporation, except
3155 to read: 3184 for any initial directors named in the articles of incorporation
3156 617.0803 Number of directors.— 3185 or elected by the incorporators, shall be elected, appointed, or
3157 (1) A board of directors must consist of one three or more 3186 designated as provided in the articles of incorporation or
3158 persons individuals, as may be with the number specified in or 3187 bylaws. If no method of election, appointment, or designation is
3159 fixed in accordance with the articles of incorporation or the 3188 set forth in the articles of incorporation or bylaws, such
3160 bylaws, as may be amended, except that a corporation that is 3189 directors are elected by the board of directors.
3161 exempt from federal income taxation under s. 501(c)(3) of the 3190 (3) If the articles of incorporation or bylaws divide, or
Page 109 of 280 Page 110 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
3191 authorize dividing, the members into classes, the articles of 3220 from office pursuant to procedures provided in the articles of
3192 incorporation or bylaws may also authorize the election of all 3221 incorporation or the bylaws. Unless the articles of
3193 or a specified number of directors by the holders of one or more 3222 incorporation or bylaws provide otherwise, a director may be
3194 authorized classes of members. A class or multiple classes of 3223 removed as follows , which shall provide the following, and if
3195 members entitled to elect one or more directors is a separate 3224 they do not do so, shall be deemed to include the following:
3196 voting group for purposes of the election of directors. 3225 (a) Any member of the board of directors may be removed
3197 Section 43. Section 617.0805, Florida Statutes, is created 3226 from office with or without cause by:
3198 to read: 3227 1. Except as provided in paragraph (i), a majority of all
3199 617.0805 Terms of directors, generally.— 3228 votes of the directors, if the director was elected or appointed
3200 (1) The articles of incorporation or bylaws may specify the 3229 by the directors; or
3201 terms of directors. If a term is not specified in the articles 3230 2. A majority of all votes of the members, if the director
3202 of incorporation or bylaws, the term of a director is 1 year. 3231 was elected or appointed by the members.
3203 (2) A decrease in the number of directors or term of office 3232 (b) If a director is elected by a class, chapter, or other
3204 does not shorten an incumbent director’s term. 3233 organizational unit, or by region or other geographic grouping,
3205 (3) Except as provided in the articles of incorporation or 3234 the director may be removed only by the members of that class,
3206 bylaws, the term of a director elected to fill a vacancy expires 3235 chapter, unit, or grouping. However:
3207 at the end of the term that the director is filling. 3236 1. A director may be removed only if the number of votes
3208 (4) Notwithstanding the expiration of a director’s term, 3237 cast to remove the director would be sufficient to elect the
3209 the director continues to serve until the director’s successor 3238 director at a meeting to elect directors, except as provided in
3210 is elected, appointed, or designated and until the director’s 3239 subparagraphs 2. and 3.
3211 successor takes office unless otherwise provided in the articles 3240 2. If cumulative voting is authorized, a director may not
3212 of incorporation or bylaws or there is a decrease in the number 3241 be removed if the number of votes sufficient to elect the
3213 of directors. 3242 director under cumulative voting is voted against the removal of
3214 Section 44. Present subsection (3) of section 617.0808, 3243 the director.
3215 Florida Statutes, is redesignated as subsection (2) of that 3244 3. If at the beginning of the term of a director the
3216 section, and subsection (1) and present subsection (2) of that 3245 articles of incorporation or bylaws provide that the director
3217 section are amended, to read: 3246 may be removed for missing a specified number of board meetings,
3218 617.0808 Removal of directors.— 3247 the board may remove the director for failing to attend the
3219 (1) Subject to subsection (2), A director may be removed 3248 specified number of meetings. The director may be removed only
Page 111 of 280 Page 112 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
3249 if a majority of the directors then in office vote for the 3278 the Internal Revenue Code may be removed from office pursuant to
3250 removal. 3279 procedures provided in the articles of incorporation or the
3251 (c) The notice of a meeting to recall a member or members 3280 bylaws, and the corporation may provide in the articles of
3252 of the board of directors must shall state the specific 3281 incorporation or the bylaws that it is subject to the provisions
3253 directors sought to be removed. 3282 of subsection (1).
3254 (d) A proposed removal of a director at a meeting requires 3283 Section 45. Present subsection (4) of section 617.0809,
3255 shall require a separate vote for each director whose removal is 3284 Florida Statutes, is redesignated as subsection (3) of that
3256 sought. Where removal is sought by written consent, a separate 3285 section, and subsections (1) and (2) and present subsection (3)
3257 consent is required for each director to be removed. 3286 of that section are amended, to read:
3258 (e) If removal is effected at a meeting, any vacancies 3287 617.0809 Board vacancy.—
3259 created must be shall be filled by the members or directors 3288 (1) Except as otherwise provided in subsection (2) s.
3260 eligible to vote for the removal. 3289 617.0808(1)(f), the articles of incorporation, or the bylaws, if
3261 (f) Any director who is removed from the board is not 3290 a any vacancy occurs occurring on the board of directors,
3262 eligible to stand for reelection until the next annual meeting 3291 including a vacancy resulting from an increase in the number of
3263 at which directors are elected. 3292 directors, the vacancy may be filled by a the affirmative vote
3264 (g) Any director removed from office must shall turn over 3293 of the majority of the remaining directors in office, even if
3265 to the board of directors within 72 hours any and all records of 3294 though the remaining directors constitute less than a quorum, or
3266 the corporation in such director’s his or her possession. 3295 by the sole remaining director or, if the vacancy is not so
3267 (h) If a director who is removed does not relinquish such 3296 filled or if no director remains, by the members or, on the
3268 director’s his or her office or turn over records as required 3297 application of any person, by the circuit court of the county
3269 under this section, the circuit court in the county where the 3298 where the registered office of the corporation is located.
3270 corporation’s principal office is located may summarily order 3299 (2) Except as otherwise provided in the articles of
3271 the director to relinquish such director’s his or her office and 3300 incorporation or bylaws, Whenever a vacancy in the position of a
3272 turn over corporate records upon application of any member. 3301 director who is: occurs with respect to a director
3273 (i) A director elected or appointed by the board may be 3302 (a) Elected by a voting group of members, a class, chapter
3274 removed without cause by a vote of two-thirds of the directors 3303 or other organizational, unit of members, or a region or other
3275 then in office or such greater number as is set forth in the 3304 geographic grouping of members group, the vacancy may be filled
3276 articles of incorporation or bylaws. 3305 during the first 3 months after the vacancy occurs only by
3277 (2) A director of a corporation described in s. 501(c) of 3306 members of that voting class, chapter, unit, or group, chapter,
Page 113 of 280 Page 114 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
3307 unit, region, or grouping, or by a majority of the directors 3336 of director, or intentionally inflicted harm on the corporation;
3308 then in office elected by such voting group, chapter, unit, 3337 and
3309 region, or grouping class, chapter, unit, or group. If the 3338 (b) Considering the director’s course of conduct and the
3310 vacancy has not been filled within the 3-month period, the 3339 inadequacy of other available remedies, removal is in the best
3311 vacancy may be filled by vote of a majority of the directors 3340 interest of the corporation.
3312 remaining in office in accordance with subsection (1); 3341 (2) Only a member, an officer, or a director may bring an
3313 (b) Appointed by persons, other than the members, may be 3342 action under this section, and such action must comply with the
3314 filled only by those persons; or 3343 requirements of ss. 617.0742-617.0747. An action by a member may
3315 (c) Designated in the articles of incorporation or bylaws 3344 not be brought unless the complaint is filed by a member having,
3316 may not be filled by action of the board of directors. 3345 or is formally joined by members collectively having, no less
3317 (3) The term of a director elected or appointed to fill a 3346 than 10 percent of the corporation’s voting power.
3318 vacancy expires at the next annual meeting at which directors 3347 (3) In addition to removing the director, the court may bar
3319 are elected. Any directorship to be filled by reason of an 3348 the director from being reelected, redesignated, or reappointed
3320 increase in the number of directors may be filled by the board 3349 for a period prescribed by the court.
3321 of directors, but only for a term of office continuing until the 3350 (4) This section does not limit the equitable powers of the
3322 next election of directors by the members or, if the corporation 3351 court to order other relief.
3323 has no members or no members having the right to vote thereon, 3352 Section 47. Section 617.0820, Florida Statutes, is amended
3324 for such term of office as is provided in the articles of 3353 to read:
3325 incorporation or the bylaws. 3354 617.0820 Board meetings.—
3326 Section 46. Section 617.08091, Florida Statutes, is created 3355 (1) The board of directors may hold regular or special
3327 to read: 3356 meetings in or out of this state.
3328 617.08091 Removal of directors by judicial proceedings.— 3357 (2) A majority of the directors present, whether or not a
3329 (1) The court of the county where the principal office of a 3358 quorum exists, may adjourn any meeting of the board of directors
3330 corporation, or if one is not in this state, its registered 3359 to another time and place. Unless the bylaws otherwise provide,
3331 office, is located may remove a director from office in a 3360 notice of any such adjourned meeting shall be given to the
3332 proceeding commenced by or in the right of the corporation if 3361 directors who were not present at the time of the adjournment
3333 the court finds that: 3362 and, unless the time and place of the adjourned meeting are
3334 (a) The director engaged in fraudulent conduct with respect 3363 announced at the time of the adjournment, to the other
3335 to the corporation or its members, grossly abused the position 3364 directors.
Page 115 of 280 Page 116 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
3365 (3) Unless the articles of incorporation or the bylaws 3394 provide otherwise, action required or permitted by this chapter
3366 provide otherwise, meetings of the board of directors may be 3395 act to be taken at a board of directors’ meeting or committee
3367 called and notice of the meeting delivered by the chair of the 3396 meeting may be taken without a meeting if the action is taken by
3368 board, the president or a similarly situated officer, or 20 3397 all members of the board or of the committee. The action must be
3369 percent of the directors then in office or by the president 3398 evidenced by one or more written consents describing the action
3370 unless otherwise provided in the articles of incorporation or 3399 taken and signed by each director or committee member and
3371 the bylaws. 3400 delivered to the corporation.
3372 (4) Unless the articles of incorporation or the bylaws 3401 (2) Action taken under this section is effective when the
3373 provide otherwise, the board of directors may permit any or all 3402 last director signs the consent and delivers the consent to the
3374 directors to participate in a regular or special meeting by, or 3403 corporation, unless the consent specifies a different effective
3375 conduct the meeting through the use of, any means of 3404 date. A director’s consent may be withdrawn by a revocation
3376 communication by which all directors participating may 3405 signed by the director and delivered to the corporation before
3377 simultaneously hear each other during the meeting. A director 3406 delivery to the corporation of unrevoked written consents signed
3378 participating in a meeting by this means is deemed to be present 3407 by all the directors.
3379 in person at the meeting. 3408 Section 49. Section 617.0823, Florida Statutes, is amended
3380 (5) Unless the articles of incorporation or the bylaws 3409 to read:
3381 provide for a longer or shorter period, regular meetings of the 3410 617.0823 Waiver of notice.—Notice of a meeting of the board
3382 board of directors may be held without notice of the date, time, 3411 of directors need not be given to any director who signs a
3383 place, or purpose of the meeting. 3412 waiver of notice either before or after the meeting. Attendance
3384 (6) Unless the articles of incorporation or the bylaws 3413 of a director at a meeting constitutes shall constitute a waiver
3385 provide otherwise, a special meeting of the board of directors 3414 of notice of such meeting and a waiver of any objection and all
3386 must be preceded by at least 2 days’ notice of the date, time, 3415 objections to the date of the meeting, the place of the meeting,
3387 and place of the meeting. The notice need not describe the 3416 the time of the meeting, or the manner in which it has been
3388 purpose of the special meeting unless required by the articles 3417 called or convened, except when a director states, at the
3389 of incorporation or the bylaws. 3418 beginning of the meeting or promptly upon arrival at the
3390 Section 48. Subsections (1) and (2) of section 617.0821, 3419 meeting, any objection to holding the meeting or the transaction
3391 Florida Statutes, are amended to read: 3420 of affairs because the meeting is not lawfully called or
3392 617.0821 Action by directors without a meeting.— 3421 convened and, after such objection, the director does not vote
3393 (1) Unless the articles of incorporation or the bylaws 3422 for or consent to action taken at the meeting.
Page 117 of 280 Page 118 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
3423 Section 50. Section 617.0830, Florida Statutes, is amended 3452 financial data, prepared or presented by any of the persons
3424 to read: 3453 specified in subsection (5).
3425 (Substantial rewording of section. See s. 617.0830, 3454 (5) A director is entitled to rely, in accordance with
3426 F.S., for present text.) 3455 subsection (3) or subsection (4), on:
3427 617.0830 General standards for directors.— 3456 (a) One or more officers or employees of the corporation
3428 (1) Each member of the board of directors, when discharging 3457 whom the director reasonably believes to be reliable and
3429 duties of a director, including in discharging duties as a 3458 competent in the functions performed or the information,
3430 member of a board committee, shall act: 3459 opinions, reports, or statements provided;
3431 (a) In good faith; and 3460 (b) Legal counsel, public accountants, or other persons
3432 (b) In a manner such director reasonably believes is in the 3461 retained by the corporation or by a committee of the board of
3433 best interests of the corporation. 3462 the corporation as to matters involving skills or expertise the
3434 (2) The members of the board of directors or a board 3463 director reasonably believes are matters:
3435 committee, when becoming informed in connection with a 3464 1. Within the particular person’s professional or expert
3436 decisionmaking function or devoting attention to an oversight 3465 competence; or
3437 function, shall discharge their duties with the care that an 3466 2. As to which the particular person merits confidence; or
3438 ordinary prudent person in a like position would reasonably 3467 (c) A committee of the board of directors of which the
3439 believe appropriate under similar circumstances. 3468 director is not a member if the director reasonably believes the
3440 (3) In discharging board or board committee duties, a 3469 committee merits confidence.
3441 director who does not have knowledge that makes reliance 3470 (d) In the case of a corporation engaged in religious
3442 unwarranted is entitled to rely on the performance by any of the 3471 activity, religious authorities and ministers, priests, rabbis,
3443 persons specified in paragraph (5)(a) or paragraph (5)(b) to 3472 imams, or other persons whose positions or duties the director
3444 whom the board may have delegated, formally or informally by 3473 reasonably believes justify reliance and confidence and whom the
3445 course of conduct, the authority or duty to perform one or more 3474 director believes to be reliable and competent in the matters
3446 of the board’s functions that are delegable under applicable 3475 presented.
3447 law. 3476 (6) A director is not a trustee with respect to the
3448 (4) In discharging board or board committee duties, a 3477 corporation or with respect to any property held or administered
3449 director who does not have knowledge that makes reliance 3478 by the corporation in trust, including property that may be
3450 unwarranted is entitled to rely on any information, opinions, 3479 subject to restrictions imposed by the donor or transferor of
3451 reports, or statements, including financial statements and other 3480 the property.
Page 119 of 280 Page 120 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
3481 Section 51. Section 617.0832, Florida Statutes, is amended 3510 if the transaction is with an entity, other than the
3482 to read: 3511 corporation, which has a material financial interest in the
3483 (Substantial rewording of section. 3512 transaction and controls, or is controlled by, the director or
3484 See s. 617.0832, F.S., for present text.) 3513 another person specified in this chapter.
3485 617.0832 General standards for directors.— 3514 (e) “Indirect material financial interest” or “other
3486 (1) As used in this section, the term: 3515 material interest” means a director has a financial or other
3487 (a) “Director’s conflict of interest transaction” means a 3516 interest in the transaction which would reasonably be expected
3488 transaction between a corporation and one or more of its 3517 to impair the objectivity of the director’s judgment when
3489 directors, or another entity in which one or more of the 3518 participating in the action on the authorization of the
3490 corporation’s directors is directly or indirectly a party to the 3519 transaction.
3491 transaction, other than being an indirect party as a result of 3520 (f) “Indirectly a party to a transaction” means a director
3492 being a member of the corporation, and has a direct or indirect 3521 who has a material financial interest in or is a director,
3493 material financial interest or other material interest. 3522 officer, member, manager, or partner of a person, other than the
3494 (b) “Fair to the corporation” means that the transaction, 3523 corporation, who is a party to the transaction.
3495 as a whole, is beneficial to the corporation and its members, 3524 (2) If a director’s conflict of interest transaction is
3496 taking into appropriate account whether it is: 3525 fair to the corporation at the time it is authorized, approved,
3497 1. Fair in terms of the director’s dealings with the 3526 effectuated, or ratified:
3498 corporation in connection with that transaction; and 3527 (a) Such transaction is not void or voidable; and
3499 2. Comparable to what might have been obtainable in an 3528 (b) The fact that the transaction is a director’s conflict
3500 arm’s length transaction. 3529 of interest transaction is not grounds for any equitable relief,
3501 (c) “Family member” includes any of the following: 3530 an award of damages, or other sanctions, because of that
3502 1. The director’s spouse. 3531 relationship or interest, because such director or directors are
3503 2. A child, stepchild, parent, stepparent, grandparent, 3532 present at the meeting of the board of directors or a committee
3504 sibling, step sibling, or half sibling of the director or the 3533 thereof which authorizes, approves, or ratifies such
3505 director’s spouse. 3534 transaction, or because such directors or their votes are
3506 (d) “Indirect material financial interest” or “indirectly a 3535 counted for such purpose.
3507 party to a transaction” means that a director’s family member 3536 (3)(a) In a proceeding challenging the validity of a
3508 has a material financial interest in the transaction, other than 3537 director’s conflict of interest transaction or in a proceeding
3509 having an indirect interest as a member of the corporation, or 3538 seeking equitable relief, award of damages, or other sanctions
Page 121 of 280 Page 122 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
3539 with respect to a director’s conflict of interest transaction, 3568 interests, whether or not present, which are entitled to be
3540 the person challenging the validity or seeking equitable relief, 3569 counted in a vote on the transaction under this subsection,
3541 award of damages, or other sanctions has the burden of proving 3570 constitutes a quorum for the purpose of taking action under this
3542 the lack of fairness of the transaction if: 3571 section.
3543 1. The material facts of the transaction and the director’s 3572 (b) If neither of the conditions provided in paragraph (a)
3544 interest in the transaction were disclosed or known to the board 3573 have been satisfied, the person defending or asserting the
3545 of directors or committee that authorizes, approves, or ratifies 3574 validity of a director’s conflict of interest transaction has
3546 the transaction and the transaction was authorized, approved, or 3575 the burden of proving its fairness in a proceeding challenging
3547 ratified by a vote of a majority of the qualified directors, 3576 the validity of the transaction.
3548 even if the qualified directors constitute less than a quorum of 3577 (4) The presence of or a vote cast by a director with an
3549 the board or the committee; however, the transaction may not be 3578 interest in the transaction does not affect the validity of an
3550 authorized, approved, or ratified under this subsection solely 3579 action taken in paragraph (3)(a) if the transaction is otherwise
3551 by a single director; or 3580 authorized, approved, or ratified as provided in subsection (3),
3552 2. The material facts of the transaction and the director’s 3581 but the presence or vote of the director may be counted for
3553 interest in the transaction were disclosed or known to the 3582 purposes of determining whether the transaction is approved
3554 members who voted upon such transaction and the transaction was 3583 under this chapter.
3555 authorized, approved, or ratified by a majority of the votes 3584 (5) In addition to other grounds for challenge, a party
3556 cast by disinterested members or by the written consent of 3585 challenging the validity of the transaction is not precluded
3557 disinterested members representing a majority of the votes that 3586 from asserting and proving that a particular director or member
3558 could be cast by all disinterested members. A membership 3587 was not disinterested on grounds of financial or other interest
3559 interest owned by or voted under the control of a director who 3588 for purposes of the vote on, consent to, or approval of the
3560 has a relationship or an interest in the director’s conflict of 3589 transaction.
3561 interest transaction may not be considered a membership interest 3590 (6) If directors’ action under this section does not
3562 owned by a disinterested member and may not be counted in a vote 3591 otherwise satisfy a quorum or voting requirement applicable to
3563 of members to determine whether to authorize, approve, or ratify 3592 the authorization of the transaction by directors as required by
3564 a director’s conflict of interest transaction under this 3593 the articles of incorporation, the bylaws, this chapter, or any
3565 subsection. The vote of those membership interests, however, is 3594 other law, an action to satisfy such authorization requirements,
3566 counted in determining whether the transaction is approved under 3595 whether as part of the same action or by way of another action,
3567 other sections of this chapter. A majority of the membership 3596 must be taken by the board of directors or a committee in order
Page 123 of 280 Page 124 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
3597 to authorize the transaction. In such action, the vote or 3626 director or an officer or director; and
3598 consent of directors who are not disinterested may be counted. 3627 (b) The director’s or officer’s or director’s breach of, or
3599 (7) If members’ action under this section does not satisfy 3628 failure to perform, the director’s or officer’s his or her
3600 a quorum or voting requirement applicable to the authorization 3629 duties constitutes any of the following:
3601 of the transaction by members as required by the articles of 3630 1. A violation of the criminal law, unless the officer or
3602 incorporation, the bylaws, this chapter, or any other law, an 3631 director or officer had reasonable cause to believe the
3603 action to satisfy such authorization requirements, whether as 3632 director’s or officer’s his or her conduct was lawful or had no
3604 part of the same action or by way of another action, must be 3633 reasonable cause to believe the director’s or officer’s his or
3605 taken by the members in order to authorize the transaction. In 3634 her conduct was unlawful. A judgment or other final adjudication
3606 such action, the vote or consent of members who are not 3635 against a director or an officer or director in any criminal
3607 disinterested members may be counted. 3636 proceeding for violation of the criminal law estops that
3608 Section 52. Section 617.0834, Florida Statutes, is 3637 director or officer or director from contesting the fact that
3609 reordered and amended to read: 3638 the director’s or officer’s his or her breach, or failure to
3610 617.0834 Liability of directors and officers and directors 3639 perform, constitutes a violation of the criminal law, but does
3611 of certain corporations and associations not for profit; 3640 not estop the director or officer or director from establishing
3612 immunity from civil liability.— 3641 that the director or officer he or she had reasonable cause to
3613 (1) A director or an officer or director of a nonprofit 3642 believe that the director’s or officer’s his or her conduct was
3614 organization recognized under s. 501(c)(3) or s. 501(c)(4) or s. 3643 lawful or had no reasonable cause to believe that the director’s
3615 501(c)(6) of the Internal Revenue Code of 1986, as amended, or 3644 or officer’s his or her conduct was unlawful;
3616 of an agricultural or a horticultural organization recognized 3645 2. A transaction from which the director or officer or
3617 under s. 501(c)(5), of the Internal Revenue Code of 1986, as 3646 director derived an improper personal benefit, directly or
3618 amended, is not personally liable for monetary damages to the 3647 indirectly; or
3619 corporation or any person for any statement, vote, decision to 3648 3. In a proceeding by or in the right of the corporation to
3620 take or not, or failure to take an action, or any failure to 3649 procure a judgment in its favor or by or in the right of a
3621 take any action, as a director or an officer regarding 3650 member, conscious disregard for the best interest of the
3622 organizational management or policy by an officer or director, 3651 corporation, or willful or intentional misconduct; or
3623 unless: 3652 4. In a proceeding by or in the right of someone other than
3624 (a) The director or officer or director breached or failed 3653 the corporation or a member, recklessness or an act or omission
3625 to perform the director’s or officer’s his or her duties as a 3654 that was committed in bad faith or with malicious purpose or in
Page 125 of 280 Page 126 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
3655 a manner exhibiting wanton and willful disregard of human 3684 Statutes, is amended to read:
3656 rights, safety, or property. 3685 617.0835 Prohibited activities by private foundations.—
3657 (2) A director or an officer is deemed not to have derived 3686 (4) The provisions of Subsections (2) and (3) do not apply
3658 an improper personal benefit from any transaction if the 3687 to any corporation that was incorporated before January 1, 1970,
3659 transaction and the nature of any personal benefit derived by 3688 and that has been properly relieved from the requirements of 26
3660 the director or officer are not prohibited by state or federal 3689 U.S.C. s. 508(e)(1) by a timely judicial proceeding to the
3661 law or regulation and, without further limitation, the 3690 extent that a court of competent jurisdiction determines that
3662 transaction is fair to the corporation at the time it is 3691 such application would be contrary to the terms of the articles
3663 authorized, approved, or ratified as determined in accordance 3692 of incorporation or organization or other instrument governing
3664 with s. 617.0832. 3693 such corporation or governing the administration of charitable
3665 (3) The circumstances set forth in subsection (2) are not 3694 funds held by it and that the same may not properly be changed
3666 exclusive and do not preclude the existence of other 3695 to conform to such subsections.
3667 circumstances under which a director or officer will be deemed 3696 Section 54. Section 617.0844, Florida Statutes, is created
3668 not to have derived an improper benefit. 3697 to read:
3669 (4) For the purposes of this section, the term: 3698 617.0844 Standards of conduct for officers.—
3670 (c)(a) “Recklessness” means the acting, or omission to act, 3699 (1) An officer, when discharging his or her duties, shall
3671 in conscious disregard of a risk: 3700 act:
3672 1. Known, or so obvious that it should have been known, to 3701 (a) In good faith; and
3673 the director or officer or director; and 3702 (b) In a manner such officer reasonably believes to be in
3674 2. Known to the director or officer or director, or so 3703 the best interests of the corporation.
3675 obvious that it should have been known, to be so great as to 3704 (2) An officer, when becoming informed in connection with a
3676 make it highly probable that harm would follow from such action 3705 decisionmaking function or devoting attention to an oversight
3677 or omission. 3706 function, shall discharge his or her duties with the care that
3678 (a)(b) “Director” means a person who serves as a director, 3707 an ordinary prudent person in a like position would reasonably
3679 trustee, or member of the governing board of an organization. 3708 believe appropriate under similar circumstances.
3680 (b)(c) “Officer” means a person who serves as an officer 3709 (3) In discharging his or her duties, an officer who does
3681 without compensation except reimbursement for actual expenses 3710 not have knowledge that makes reliance unwarranted is entitled
3682 incurred or to be incurred. 3711 to rely on the performance by any of the persons specified in
3683 Section 53. Subsection (4) of section 617.0835, Florida 3712 paragraph (5)(a) or paragraph (5)(b) to whom the board may have
Page 127 of 280 Page 128 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
3713 delegated, formally or informally by course of conduct, the 3742 officer believes to be reliable and competent in the matters
3714 authority or duty to perform one or more of the board’s 3743 presented.
3715 functions that are delegable under applicable law. 3744 (6) The duty of an officer includes the obligation to:
3716 (4) In discharging his or her duties, an officer who does 3745 (a) Inform the superior officer to whom, or the board of
3717 not have knowledge that makes reliance unwarranted is entitled 3746 directors or the committee to which, the officer reports of
3718 to rely on any information, opinions, reports, or statements, 3747 information about the affairs of the corporation known to the
3719 including financial statements and other financial data, 3748 officer, within the scope of the officer’s functions, and known
3720 prepared or presented by any of the persons specified in 3749 or as should be known to the officer to be material to such
3721 subsection (5). 3750 superior officer, board, or committee; and
3722 (5) An officer is entitled to rely, in accordance with 3751 (b) Inform such officer’s superior officer, or another
3723 subsection (3) or subsection (4), on: 3752 appropriate person within the corporation, or the board of
3724 (a) One or more officers or employees of the corporation 3753 directors, or a committee thereof, of any actual or probable
3725 whom the officer reasonably believes to be reliable and 3754 material violation of law involving the corporation or material
3726 competent in the functions performed or the information, 3755 breach of duty to the corporation by an officer, employee, or
3727 opinions, reports, or statements provided; 3756 agent of the corporation the officer believes has occurred or is
3728 (b) Legal counsel, public accountants, or other persons 3757 likely to occur.
3729 retained by the corporation or by a committee of the board of 3758 (7) An officer is not a trustee with respect to the
3730 the corporation as to matters involving skills or expertise the 3759 corporation or to any property held or administered by the
3731 officer reasonably believes are matters: 3760 corporation in trust, including property that may be subject to
3732 1. Within the particular person’s professional or expert 3761 restrictions imposed by the donor.
3733 competence; or 3762 Section 55. Subsection (1) of section 617.1001, Florida
3734 2. As to which the particular person merits confidence; or 3763 Statutes, is amended to read:
3735 (c) A committee of the board of directors of which the 3764 617.1001 Authority to amend the articles of incorporation.—
3736 officer is not a member if the officer reasonably believes the 3765 (1) A corporation may amend its articles of incorporation
3737 committee merits confidence. 3766 at any time to add or change a provision that is required or
3738 (d) In the case of a corporation engaged in religious 3767 permitted in the articles of incorporation or to delete a
3739 activity, religious authorities and ministers, priests, rabbis, 3768 provision not required to be contained in the articles of
3740 imams, or other persons whose positions or duties the officer 3769 incorporation. Whether a provision is required or permitted in
3741 reasonably believes justify reliance and confidence and whom the 3770 the articles of incorporation is determined as of the effective
Page 129 of 280 Page 130 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
3771 date of the amendment as provided in this act. 3800 (c) In submitting the proposed amendment to the members for
3772 Section 56. Present paragraph (b) of subsection (1) and 3801 approval, the board of directors shall recommend that the
3773 present subsections (2) and (3) of section 617.1002, Florida 3802 members approve the amendment unless the board of directors
3774 Statutes, are redesignated as subsections (2), (4), and (5), 3803 determines that, because of a conflict of interest or other
3775 respectively, a new subsection (3) is added to that section, and 3804 special circumstances, it should not make such a recommendation,
3776 present subsection (1) of that section is amended, to read: 3805 in which case the board must inform the members of the basis for
3777 617.1002 Procedure for amending articles of incorporation.— 3806 proceeding without such recommendation.
3778 (1) Unless the articles of incorporation provide otherwise 3807 (d) The board of directors may set conditions for the
3779 an alternative procedure, amendments to the articles of 3808 approval of the amendment by the members or the effectiveness of
3780 incorporation shall must be adopted made in the following 3809 the amendment.
3781 manner: 3810 (e) If the amendment is required to be approved by the
3782 (a) If there are members entitled to vote on a proposed 3811 members, and the approval is to be given at a meeting, the
3783 amendment to the articles of incorporation, the proposed 3812 corporation must notify each member entitled to vote on the
3784 amendment shall first be adopted by the board of directors. must 3813 amendment of the meeting of members at which the amendment is to
3785 adopt a resolution setting forth the proposed amendment and 3814 be submitted for approval. The notice must state that the
3786 directing that it be submitted to a vote at a meeting of members 3815 purpose, or one of the purposes, of the meeting is to consider
3787 entitled to vote on the proposed amendment, which may be either 3816 the amendment, and must contain or be accompanied by a copy of
3788 an annual or a special meeting. Written notice setting forth the 3817 the amendment.
3789 proposed amendment or a summary of the changes to be effected by 3818 (f) Unless this chapter, the articles of incorporation, or
3790 the amendment must be given to each member entitled to vote at 3819 the board of directors, acting pursuant to paragraph (d),
3791 such meeting in accordance with the articles of incorporation or 3820 requires a greater vote or a greater quorum, the approval of the
3792 the bylaws. The proposed amendment shall be adopted upon 3821 amendment requires the approval of the members at a meeting at
3793 receiving at least a majority, or any larger or smaller 3822 which the current required quorum exists.
3794 percentage specified in the articles of incorporation or the 3823 (2)(b) If there are no members or if members are not
3795 bylaws, of the votes which members present at such meeting or 3824 entitled to vote on proposed amendments to the articles of
3796 represented by proxy are entitled to cast; or 3825 incorporation, unless the articles of incorporation provide
3797 (b) Except as provided in subsection (3) or, with respect 3826 otherwise, an amendment may be adopted at a meeting of the board
3798 to restatements that do not require member approval, or s. 3827 of directors by a majority vote of the directors then in office,
3799 617.1007, the members shall approve the amendment. 3828 or by the incorporators if no board has been elected. Unless the
Page 131 of 280 Page 132 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
3829 articles of incorporation provide otherwise, an amendment 3858 Section 57. Section 617.1006, Florida Statutes, is amended
3830 adopted by the board of directors under this subsection must 3859 to read:
3831 also be approved, if the amendment changes or deletes a 3860 617.1006 Contents of articles of amendment.—
3832 provision regarding the appointment of a director by persons 3861 (1) After an amendment to the articles of incorporation has
3833 other than the board, by those persons as if they constituted a 3862 been adopted and approved as required by this chapter, the
3834 voting group. 3863 corporation shall deliver to the department for filing articles
3835 (3) Unless the articles of incorporation provide otherwise, 3864 of amendment which must be signed in accordance with The
3836 the board of directors of a corporation with members entitled to 3865 articles of amendment must be executed by the corporation as
3837 vote on proposed amendments may adopt amendments to the 3866 provided in s. 617.01201 and must set forth:
3838 corporation’s articles of incorporation without approval of the 3867 (a)(1) The name of the corporation;
3839 members to: 3868 (b)(2) The text of each amendment adopted or the
3840 (a) Extend the duration of the corporation if it was 3869 information required by s. 617.01201(10), if applicable;
3841 incorporated at a time when limited duration was required by 3870 (c) If the amendment provides for an exchange, a
3842 law; 3871 reclassification, or a cancellation of memberships, provisions
3843 (b) Delete the names and addresses of the initial 3872 for implementing the amendment if not contained in the amendment
3844 directors; 3873 itself, which may be made dependent upon facts objectively
3845 (c) Delete the name and address of the initial registered 3874 ascertainable outside the articles of amendment in accordance
3846 agent or registered office, if a statement of change is on file 3875 with s. 617.01201(10);
3847 with the department; 3876 (d) The date of each amendment’s adoption; and
3848 (d) Delete any other information contained in the articles 3877 (e) If the amendment:
3849 of incorporation which is solely of historical interest; 3878 1. Was adopted by the incorporators or the board of
3850 (e) Change the corporate name by substituting the word 3879 directors without member approval, a statement that the
3851 “corporation,” “incorporated,” or the abbreviation “Corp.,” or 3880 amendment was adopted by the incorporators or by the board of
3852 “Inc.,” for a similar word or abbreviation in the name, or by 3881 directors and that member approval was not required;
3853 adding, deleting, or changing a geographical attribution for the 3882 2. Required approval by the members, a statement that the
3854 name; or 3883 amendment was duly approved by the members in the manner
3855 (f) Restate without change all of the then operative 3884 required by this chapter and by the articles of incorporation
3856 provisions of the articles of incorporation as provided in s. 3885 and bylaws; or
3857 617.1007. 3886 3. Is being filed pursuant to s. 617.01201(10), a statement
Page 133 of 280 Page 134 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
3887 to that effect. 3916 be created as the survivor in a merger in which a domestic
3888 (2) Articles of amendment take effect on the effective date 3917 corporation is a party, but only if the parties to the merger
3889 determined pursuant to s. 617.0123. 3918 comply with this chapter and the merger is permitted by the
3890 (3) If there are members entitled to vote on a proposed 3919 organic law of the domestic eligible entity that is not a
3891 amendment, the date of the adoption of the amendment by the 3920 corporation. A foreign eligible entity may be a party to a
3892 members and a statement that the number of votes cast for the 3921 merger with a domestic corporation or, subject to and as
3893 amendment was sufficient for approval; and 3922 otherwise provided in s. 617.1102, may be created as the
3894 (4) If there are no members or if members are not entitled 3923 survivor in a merger in which a domestic corporation is a party,
3895 to vote on a proposed amendment, a statement of such fact and 3924 but only if the parties to the merger comply with this chapter
3896 the date of the adoption of the amendment by the board of 3925 and the merger is permitted by the organic law of the foreign
3897 directors. 3926 eligible entity.
3898 Section 58. Section 617.1101, Florida Statutes, is amended 3927 (3) The plan of merger must set forth:
3899 to read: 3928 (a) As to each party to the merger, its name, jurisdiction
3900 (Substantial rewording of section. 3929 of formation, and type of entity;
3901 See s. 617.1101, F.S., for present text.) 3930 (b) The survivor’s name, jurisdiction of formation, and
3902 617.1101 Plan of merger.— 3931 type of entity, and, if the survivor is to be created in the
3903 (1) By complying with this chapter, including adopting a 3932 merger, a statement to that effect;
3904 plan of merger in accordance with subsection (3) and complying 3933 (c) The terms and conditions of the merger, including:
3905 with s. 617.1103: 3934 1. A statement that the interests in such entity are to be
3906 (a) Subject to and except as otherwise provided in s. 3935 canceled; or
3907 617.1102, one or more domestic corporations may merge with one 3936 2. The manner of converting the interests in such entity
3908 or more domestic or foreign eligible entities pursuant to a plan 3937 into interests, securities, obligations, money, other property,
3909 of merger, resulting in a survivor; and 3938 rights to acquire interests or securities, or any combination of
3910 (b) Any two or more eligible entities may merge, resulting 3939 the foregoing;
3911 in a surviving entity that is a domestic corporation created in 3940 (d) The articles of incorporation of any domestic or
3912 the merger. 3941 foreign corporation, or the public organic record of any other
3913 (2) Subject to and except as otherwise provided in s. 3942 domestic or foreign eligible entity to be created by the merger,
3914 617.1102, a domestic eligible entity that is not a corporation 3943 or if a new domestic or foreign corporation or other eligible
3915 may be a party to a merger with a domestic corporation, or may 3944 entity is not to be created by the merger, any amendment to, or
Page 135 of 280 Page 136 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
3945 restatement of, the survivor’s articles of incorporation or 3974 the merger;
3946 other public organic record; 3975 2. The articles of incorporation of any domestic
3947 (e) The effective date and time of the merger, which may be 3976 corporation, or the organic rules of any other type of entity,
3948 on or after the filing date of filing the articles of merger; 3977 that will be the survivor of the merger, except for changes
3949 and 3978 permitted by s. 617.1002(3) or by comparable provisions of the
3950 (f) Any other provision required by the laws under which 3979 organic law of any other type of entity; or
3951 any party to the merger is organized or by which it is governed, 3980 3. Any of the other terms or conditions of the plan if the
3952 or by the articles of incorporation or organic rules of any such 3981 change would adversely affect the interest holder in any
3953 party. 3982 material respect.
3954 (4) In addition to the requirements of subsection (3), a 3983 Section 59. Section 617.1102, Florida Statutes, is amended
3955 plan of merger may contain any other provision that is not 3984 to read:
3956 prohibited by law. 3985 617.1102 Limitation on merger.—A domestic corporation that
3957 (5) Terms of a plan of merger may be made dependent upon 3986 holds property for a charitable purpose not for profit organized
3958 facts objectively ascertainable outside the plan in accordance 3987 under this chapter may merge with one or more other eligible
3959 with s. 617.01201(10). 3988 entities, as identified in s. 607.1101(1), only if the surviving
3960 (6) A plan of merger may be amended only with the consent 3989 entity of such merger is a domestic or foreign corporation not
3961 of each party to the merger, except as provided in the plan. A 3990 for profit or other eligible entity that has been organized as a
3962 domestic party to a merger may approve an amendment to a plan: 3991 nonprofit not-for-profit entity under a governing statute or
3963 (a) In the same manner as the plan was approved, if the 3992 other applicable law that allows such a merger.
3964 plan does not provide for the manner in which it may be amended; 3993 Section 60. Section 617.1103, Florida Statutes, is amended
3965 or 3994 to read:
3966 (b) In the manner provided in the plan, except that an 3995 (Substantial rewording of section.
3967 interest holder that was entitled to vote on or consent to the 3996 See s. 617.1103, F.S., for present text.)
3968 approval of the plan is entitled to vote on or consent to any 3997 617.1103 Approval of plan of merger; abandonment of plan
3969 amendment to the plan which will change: 3998 thereafter.—
3970 1. The amount or kind of interests, securities, 3999 (1) In the case of a domestic corporation that is a party
3971 obligations, money, other property, rights to acquire interests 4000 to a merger, the plan of merger shall be adopted in the
3972 or securities, or any combination of the foregoing, to be 4001 following manner if there are members of the domestic
3973 received under the plan by the interest holders of any party to 4002 corporation entitled to vote on the merger:
Page 137 of 280 Page 138 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
4003 (a) The plan of merger shall first be adopted by the board 4032 requires a greater vote or a greater quorum in the respective
4004 of directors of such domestic corporation. 4033 case, approval of the plan of merger shall require the approval
4005 (b) Except as provided in paragraph (h), and in s. 4034 of the members at a meeting at which the current required quorum
4006 617.1104, the members entitled to vote shall vote to adopt the 4035 exists by a majority of the votes entitled to be cast on the
4007 plan of merger. 4036 plan and, if any class of members is entitled to vote as a
4008 (c) In submitting the plan of merger to the members for 4037 separate voting group on the plan of merger, the approval of
4009 approval, the board of directors shall recommend that the 4038 each such separate voting group at a meeting at which a quorum
4010 members approve the plan, unless the board of directors makes a 4039 of the voting group is present by a majority of the votes
4011 determination that because of conflicts of interest or other 4040 entitled to be cast on the merger by that voting group.
4012 special circumstances it should not make such a recommendation, 4041 (g) Subject to paragraph (h), unless otherwise provided in
4013 in which case the board shall inform the members of the basis 4042 the articles of incorporation, separate voting on a plan of
4014 for proceeding without such recommendation. 4043 merger is required for each class of members that is to be
4015 (d) The board of directors may set conditions for the 4044 converted under the plan of merger into securities, interests,
4016 approval of the proposed merger by the members or the 4045 or obligations; rights to acquire securities or other interests;
4017 effectiveness of the plan of merger. 4046 or cash, other property, or any combination thereof.
4018 (e) If the approval by members is to be given at a meeting, 4047 (h) The articles of incorporation may expressly limit or
4019 the corporation shall notify each member entitled to vote of the 4048 eliminate the separate voting rights as to any class of members.
4020 meeting of members at which the plan is submitted for approval 4049 (2) If a domestic corporation that is a party to a merger
4021 in accordance with this chapter and the articles of 4050 has no members or if its members are not entitled to vote on a
4022 incorporation and bylaws of the corporation. The notice must 4051 plan of merger, such plan may be adopted at a meeting of its
4023 also state that the purpose, or one of the purposes, of the 4052 board of directors by a majority vote of the directors then in
4024 meeting is to consider the plan of merger, regardless of whether 4053 office.
4025 the meeting is an annual or a special meeting, and contain or be 4054 (3)(a) After a plan of merger has been approved and before
4026 accompanied by a copy of the plan. If the corporation is not to 4055 articles of merger are effective, the plan may be abandoned as
4027 be the surviving entity, the notice must also include or be 4056 provided in the plan. Unless prohibited by the plan, the plan
4028 accompanied by a copy of the articles of incorporation and 4057 may be abandoned by the board of directors in the same manner as
4029 bylaws or the organic rules of the surviving entity. 4058 the plan was approved by:
4030 (f) Unless this chapter, the articles of incorporation, or 4059 1. A domestic corporation; or
4031 the board of directors, acting pursuant to paragraph (d), 4060 2. A merging domestic eligible entity if the organic law of
Page 139 of 280 Page 140 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
4061 the entity does not provide for amendment of a plan of merger. 4090 (b) Mergers under subparagraphs (a)1. and 2. do not require
4062 (b) If a merger is abandoned under paragraph (a) after 4091 the approval of the board of directors or members of the
4063 articles of merger have been delivered to the department for 4092 subsidiary unless the articles of incorporation or organic rules
4064 filing but before the articles of merger have become effective, 4093 of the parent eligible entity or the articles of incorporation
4065 a statement of abandonment signed by all the parties that signed 4094 of the subsidiary entity otherwise provide. The articles of
4066 the articles of merger shall be delivered to the department for 4095 merger relating to a merger under this section do not need to be
4067 filing before the articles of merger become effective. The 4096 signed by the subsidiary entity.
4068 statement takes effect on filing, whereupon the merger is deemed 4097 (2) The parent eligible entity shall, within 10 days after
4069 abandoned and does not become effective. The statement of 4098 the effective date of a merger approved under subsection (1),
4070 abandonment must contain: 4099 notify each of the subsidiary entity’s members that the merger
4071 1. The name of each party to the merger; 4100 has become effective.
4072 2. The date on which the articles of merger were filed by 4101 (3) Except as provided for in subsections (1) and (2), a
4073 the department; and 4102 merger between a parent eligible entity and a domestic
4074 3. A statement that the merger has been abandoned in 4103 subsidiary corporation is governed by ss. 617.1101-617.1107,
4075 accordance with this section. 4104 which are applicable to mergers generally.
4076 Section 61. Section 617.1104, Florida Statutes, is created 4105 Section 62. Section 617.1105, Florida Statutes, is amended
4077 to read: 4106 to read:
4078 617.1104 Short-form merger between parent and subsidiary or 4107 (Substantial rewording of section.
4079 between subsidiaries.— 4108 See s. 617.1105, F.S., for present text.)
4080 (1)(a) A domestic or foreign parent eligible entity that 4109 617.1105 Articles of merger.—
4081 holds a membership in a domestic corporation that carries at 4110 (1) After a plan of merger has been adopted and approved as
4082 least 80 percent of the voting power of each class of membership 4111 required by this chapter or, if the merger is being effected
4083 of the domestic corporation which has voting power may: 4112 pursuant to s. 617.1101(1)(b), the merger has been approved as
4084 1. Merge the subsidiary into itself, or into another 4113 required by the organic law governing the parties to the merger,
4085 domestic or foreign eligible entity in which the parent eligible 4114 the articles of merger must be signed by each party to the
4086 entity owns at least 80 percent of the voting power of each 4115 merger, except as provided in s. 617.1104. The articles of
4087 class and series of the outstanding interests that have voting 4116 merger must set forth:
4088 power; or 4117 (a) The name, jurisdiction of formation, and type of entity
4089 2. Merge itself into the subsidiary. 4118 of each party to the merger;
Page 141 of 280 Page 142 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
4119 (b) If not already identified as the survivor pursuant to 4148 a nonprofit entity under a governing statute or other applicable
4120 paragraph (a), the name, jurisdiction of formation, and type of 4149 law that allows such a merger, as to each domestic corporation
4121 entity of the survivor; 4150 that is a party to the merger, a statement that it does not hold
4122 (c) If the articles of incorporation of the survivor are 4151 any property for a charitable purpose.
4123 being amended, or if a new domestic corporation is being created 4152 (2) In addition to the requirements of subsection (1),
4124 as a result of the merger: 4153 articles of merger may contain any other provision not
4125 1. The amendments to the survivor’s articles of 4154 prohibited by law.
4126 incorporation; or 4155 (3) The articles of merger shall be delivered to the
4127 2. The articles of incorporation of the new corporation; 4156 department for filing, and, subject to subsection (4), the
4128 (d) If the plan of merger required approval by the members 4157 merger must take effect on the effective date determined in
4129 of a domestic corporation that is a party to the merger, a 4158 accordance with s. 617.0123.
4130 statement that the plan was duly approved by the members and, if 4159 (4) With respect to a merger in which one or more foreign
4131 voting by any separate voting group was required, by each such 4160 entities is a party or a foreign corporation created by the
4132 separate voting group, in the manner required by this chapter 4161 merger is the survivor, the merger itself becomes effective at
4133 and the articles of incorporation of such domestic corporation; 4162 the later of:
4134 (e) If the plan of merger did not require approval by the 4163 (a) When all documents required to be filed in all foreign
4135 members of a domestic corporation that is a party to the merger, 4164 jurisdictions to effect the merger have become effective; or
4136 a statement to that effect; 4165 (b) When the articles of merger take effect.
4137 (f) As to each foreign corporation that is a party to the 4166 (5) Articles of merger required to be filed under this
4138 merger, a statement that the participation of the foreign 4167 section may be combined with any filing required under the
4139 corporation was duly authorized in accordance with such 4168 organic law governing any other domestic eligible entity
4140 corporation’s organic law; 4169 involved in the transaction if the combined filing satisfies the
4141 (g) As to each domestic or foreign eligible entity that is 4170 requirements of both this section and the other organic law.
4142 a party to the merger and that is not a domestic or foreign 4171 Section 63. Section 617.1106, Florida Statutes, is amended
4143 corporation, a statement that the participation of the eligible 4172 to read:
4144 entity in the merger was duly authorized in accordance with such 4173 (Substantial rewording of section.
4145 eligible entity’s organic law; and 4174 See s. 617.1106, F.S., for present text.)
4146 (h) If the survivor is not a domestic or foreign 4175 617.1106 Effect of merger.—
4147 corporation or other eligible entity that has been organized as 4176 (1) When a merger becomes effective:
Page 143 of 280 Page 144 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
4177 (a) The domestic or foreign eligible entity that is 4206 law;
4178 designated in the plan of merger as the survivor continues or 4207 (j) Except as provided by law or the plan of merger, all
4179 comes into existence, as the case may be; 4208 the rights, privileges, franchises, and immunities of each
4180 (b) The separate existence of every merging entity, other 4209 eligible entity that is a party to the merger, other than the
4181 than the survivor, ceases; 4210 survivor, become the rights, privileges, franchises, and
4182 (c) All property owned by, and every contract right and 4211 immunities of the survivor; and
4183 other right possessed by, each merging entity vests in the 4212 (k) If the survivor exists before the merger:
4184 survivor, without transfer, reversion, or impairment; 4213 1. All the property and contract and other rights of the
4185 (d) All debts, obligations, and other liabilities of each 4214 survivor remain its property and contract and other rights
4186 merging entity become debts, obligations, and liabilities of the 4215 without transfer, reversion, or impairment;
4187 survivor; 4216 2. The survivor remains subject to all of its debts,
4188 (e) The name of the survivor may be, but need not be, 4217 obligations, and other liabilities; and
4189 substituted in any pending proceeding for the name of any party 4218 3. Except as provided by law or the plan of merger, the
4190 to the merger whose separate existence ceased in the merger; 4219 survivor continues to hold all of its rights, privileges,
4191 (f) Neither the rights of creditors nor any liens upon the 4220 franchises, and immunities.
4192 property of any corporation party to the merger are impaired by 4221 (2) Except as provided in the organic law governing a party
4193 such merger; 4222 to a merger or in its articles of incorporation or organic
4194 (g) If the survivor is a domestic eligible entity, the 4223 rules, the merger does not give rise to any rights that any
4195 articles of incorporation and bylaws or the organic rules of the 4224 interest holder or third party would have upon a dissolution,
4196 survivor are amended to the extent provided in the plan of 4225 liquidation, or winding up of that party. The merger does not
4197 merger; 4226 require a party to the merger to wind up its affairs and does
4198 (h) The articles of incorporation and bylaws or the organic 4227 not constitute or cause its dissolution or termination.
4199 rules of a survivor that is a domestic eligible entity and is 4228 (3) Property held in trust or otherwise dedicated to a
4200 created by the merger become effective; 4229 charitable purpose and held by a domestic or foreign eligible
4201 (i) The interests of each merging entity which are to be 4230 entity immediately before a merger becomes effective may not, as
4202 canceled or converted in the merger are canceled or converted, 4231 a result of the merger, be diverted from the purposes for which
4203 and the interest holders of those interests are entitled only to 4232 it was donated, granted, devised, or otherwise transferred
4204 the rights provided to them under the plan of merger and to any 4233 except pursuant to the laws of this state addressing cy pres or
4205 appraisal rights they have under the merging entity’s organic 4234 dealing with nondiversion of charitable assets.
Page 145 of 280 Page 146 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
4235 (4) Any bequest, devise, gift, grant, or promise contained 4264 state in any proceeding for the enforcement of any obligation of
4236 in a will or other instrument of donation, subscription, or 4265 any domestic corporation which is a party to such merger; and
4237 conveyance which is made to an eligible entity that is a party 4266 (b) An irrevocable appointment of the department of State
4238 to a merger that is not the survivor and which takes effect or 4267 of this state as its agent to accept service of process in any
4239 remains payable after the merger inures to the survivor. 4268 such proceeding.
4240 (5) A trust obligation that would govern property if the 4269 (2)(3) Following a merger in accordance with s. 617.1101,
4241 property is directed to be transferred to a nonsurviving 4270 if the surviving eligible entity is a corporation is to be
4242 eligible entity applies to property that is to be transferred 4271 governed by the laws of this state, the effect of such merger is
4243 instead to the survivor after a merger becomes effective. 4272 the same as in the case of the merger of domestic corporations.
4244 Section 64. Section 617.1107, Florida Statutes, is amended 4273 If the surviving eligible entity corporation is to be governed
4245 to read: 4274 by the laws of any jurisdiction other than this state, the
4246 617.1107 Merger of domestic and foreign corporations.— 4275 effect of such merger is governed by the laws of such other
4247 (1) One or more foreign corporations and one or more 4276 jurisdiction.
4248 domestic corporations may be merged into a corporation of this 4277 (4) At any time prior to the filing of the articles of
4249 state or of another jurisdiction if such merger is permitted by 4278 merger by the Department of State, the merger may be abandoned
4250 the laws of the jurisdiction under which each such foreign 4279 pursuant to provisions therefor, if any, set forth in the plan
4251 corporation is organized and if: 4280 of merger.
4252 (a) Each foreign corporation complies with the applicable 4281 Section 65. Section 617.1202, Florida Statutes, is amended
4253 laws of the jurisdiction under which it is organized; and 4282 to read:
4254 (b) Each domestic corporation complies with the provisions 4283 617.1202 Sale, lease, exchange, or other disposition of
4255 of this act relating to the merger of domestic corporations. 4284 corporate property and assets requiring member approval.—A sale,
4256 (2) Following a merger in accordance with s. 617.1101, if 4285 lease, exchange, or other disposition of all or substantially
4257 the surviving eligible entity is a foreign eligible entity 4286 all of the property and assets of a corporation, in all cases
4258 corporation is to be governed by the laws of any jurisdiction 4287 other than those not requiring member approval as specified in
4259 other than this state, it must comply with the provisions of 4288 s. 617.1201, may be made upon such terms and conditions and for
4260 this chapter act with respect to foreign corporations if it is 4289 such consideration, which may consist in whole or in part of
4261 to conduct its affairs in this state, and in every case it will 4290 money or property, real or personal, including shares, bonds, or
4262 be deemed to have filed with the department of State: 4291 other securities of any corporation or corporations for profit,
4263 (a) An agreement that it may be served with process in this 4292 domestic or foreign, and must be authorized in the following
Page 147 of 280 Page 148 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
4293 manner: 4322 such sale, lease, exchange, or other disposition, without
4294 (1) If a the corporation has members entitled to vote, the 4323 further action or approval by members.
4295 corporation may sell, lease, exchange, or otherwise dispose of 4324 (a) The board of directors shall first adopt a resolution
4296 all, or substantially all, of its property, with or without good 4325 approving the disposition, and thereafter, the disposition must
4297 will, on the terms and conditions and for the consideration 4326 also be approved by the corporation’s members having voting
4298 determined by the corporation’s board of directors, but only if 4327 rights thereon.
4299 the board of directors proposes and its members approve the 4328 (b) In submitting the disposition to the members who have
4300 proposed transaction in the following manner: on the sale, 4329 voting rights for approval, the board of directors shall
4301 lease, exchange, or other disposition of corporate property, the 4330 recommend the proposed transaction to the members of record
4302 board of directors must adopt a resolution approving such sale, 4331 unless the board of directors makes a determination that because
4303 lease, exchange, or other disposition, and directing that it be 4332 of a conflict of interest or other special circumstances it
4304 submitted to a vote at a meeting of members entitled to vote 4333 should not make such a recommendation, in which event the board
4305 thereon, which may be either an annual or special meeting. 4334 of directors shall inform the members of the basis for its so
4306 Written notice stating that the purpose, or one of the purposes, 4335 proceeding without such recommendation.
4307 of such meeting is to consider the sale, lease, exchange, or 4336 (c) The board of directors may set conditions for approval
4308 other disposition of all or substantially all of the property 4337 of the disposition or the effectiveness of the disposition.
4309 and assets of the corporation must be given to each member 4338 (d) If the disposition is required to be approved by the
4310 entitled to vote at such meeting in accordance with the articles 4339 members under this subsection and if the approval is to be given
4311 of incorporation or the bylaws. At such meeting, the members may 4340 at the meeting, the corporation must notify each member entitled
4312 authorize such sale, lease, exchange, or other disposition and 4341 to vote of the meeting of members at which the disposition is to
4313 may approve or fix, or may authorize the board of directors to 4342 be submitted for approval. The notice must state that the
4314 fix, any or all of the terms and conditions thereof and the 4343 purpose, or one of the purposes, of the meeting is to consider
4315 consideration to be received by the corporation therefor. Such 4344 the disposition and must contain a description of the
4316 authorization requires at least a majority of the votes which 4345 disposition and the consideration to be received by the
4317 members present at such meeting or represented by proxy are 4346 corporation.
4318 entitled to cast. After such authorization by a vote of members, 4347 (e) Unless this chapter, the articles of incorporation, or
4319 the board of directors may, in its discretion, abandon such 4348 the board of directors acting pursuant to paragraph (c) requires
4320 sale, lease, exchange, or other disposition of assets, subject 4349 a greater vote or a greater quorum, the approval of the
4321 to the rights of third parties under any contracts relating to 4350 disposition shall require the approval of the members entitled
Page 149 of 280 Page 150 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
4351 to vote at a meeting at which the current required quorum exists 4380 and
4352 consisting of a majority of all the votes entitled to be cast on 4381 (f) That the incorporator or a majority of the
4353 the disposition. 4382 incorporators or a majority of the directors, as the case may
4354 (2) After a disposition has been approved by the members 4383 be, authorized the dissolution.
4355 under this section, and at any time before the disposition has 4384 (3) The articles of dissolution must be filed and shall
4356 been consummated, it may be abandoned by the corporation without 4385 become effective in accordance with s. 617.1403, may be revoked
4357 action by the members, subject to any contractual rights of 4386 in accordance with s. 617.1404, and shall have the effect
4358 other parties to the disposition. 4387 prescribed in s. 617.1405.
4359 (3) A disposition of assets in the course of dissolution is 4388 Section 67. Section 617.1402, Florida Statutes, is amended
4360 governed by ss. 617.1401-617.1440 and not by this section. 4389 to read:
4361 (4) If the corporation has no members or if its members are 4390 617.1402 Dissolution of corporation subsequent to
4362 not entitled to vote thereon, a sale, lease, exchange, or other 4391 conducting its affairs.—A corporation desiring to dissolve and
4363 disposition of all or substantially all the property and assets 4392 wind up its affairs must adopt a resolution to dissolve in the
4364 of a corporation may be authorized by a majority vote of the 4393 following manner:
4365 directors then in office. 4394 (1) If the corporation has members entitled to vote on a
4366 Section 66. Subsection (2) of section 617.1401, Florida 4395 resolution to dissolve, and unless the board of directors
4367 Statutes, is amended, and subsection (3) of that section is 4396 determines that because of a conflict of interest or other
4368 reenacted, to read: 4397 substantial reason it should not make any recommendation, the
4369 617.1401 Voluntary dissolution of corporation prior to 4398 board of directors must adopt a resolution recommending that the
4370 conducting its affairs.— 4399 corporation be dissolved and directing that the question of such
4371 (2) Articles of dissolution must be executed in accordance 4400 dissolution be submitted to a vote at a meeting of members
4372 with s. 617.01201 and must set forth: 4401 entitled to vote thereon, which may be either an annual or
4373 (a) The name of the corporation; 4402 special meeting. Written notice stating that the purpose, or one
4374 (b) The date of filing of its articles of incorporation; 4403 of the purposes, of such meeting is to consider the advisability
4375 (c) That the corporation has not commenced to conduct its 4404 of dissolving the corporation must be given to each member
4376 affairs; 4405 entitled to vote at such meeting in accordance with the articles
4377 (d) That no debts of the corporation remain unpaid; and 4406 of incorporation or the bylaws. A resolution to dissolve the
4378 (e) That any net assets of the corporation remaining after 4407 corporation must shall be adopted upon receiving at least a
4379 winding up have been distributed in accordance with s. 617.1406; 4408 majority of the votes which members present at such meeting or
Page 151 of 280 Page 152 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
4409 represented by proxy are entitled to cast. 4438 Section 69. Subsection (1) of section 617.1405, Florida
4410 (2) If the corporation has no members or if its members are 4439 Statutes, is amended, subsections (5) and (6) are added to that
4411 not entitled to vote on a resolution to dissolve, the 4440 section, and subsection (4) of that section is reenacted, to
4412 dissolution of the corporation may be authorized at a meeting of 4441 read:
4413 the board of directors by a majority vote of the directors then 4442 617.1405 Effect of dissolution.—
4414 in office. 4443 (1) A dissolved corporation that has dissolved continues
4415 Section 68. Subsection (1) of section 617.1403, Florida 4444 its corporate existence but may not conduct its affairs except
4416 Statutes, is amended, and subsection (3) is added to that 4445 to the extent appropriate to wind up and liquidate its affairs,
4417 section, to read: 4446 including:
4418 617.1403 Articles of dissolution.— 4447 (a) Collecting its assets;
4419 (1) At any time after dissolution is authorized, the 4448 (b) Disposing of its properties that will not be
4420 corporation may dissolve by delivering to the department of 4449 distributed in kind pursuant to the plan of distribution of
4421 State for filing articles of dissolution setting forth: 4450 assets adopted under s. 617.1406;
4422 (a) The name of the corporation; 4451 (c) Discharging or making provision for discharging its
4423 (b) If the corporation has members entitled to vote on 4452 liabilities;
4424 dissolution, the date of the meeting of members at which the 4453 (d) Distributing its remaining property in accordance with
4425 resolution to dissolve was adopted, a statement that the number 4454 the plan of distribution of assets adopted under s. 617.1406;
4426 of votes cast for dissolution was sufficient for approval, or a 4455 and
4427 statement that such a resolution was adopted by written consent 4456 (e) Doing every other act necessary to wind up and
4428 and executed in accordance with s. 617.0701; and 4457 liquidate its affairs.
4429 (c) If the corporation has no members or if its members are 4458 (4) The name of a dissolved corporation is not available
4430 not entitled to vote on dissolution, a statement of such fact, 4459 for assumption or use by another corporation until 120 days
4431 the date of the adoption of such resolution by the board of 4460 after the effective date of dissolution unless the dissolved
4432 directors, the number of directors then in office, and the vote 4461 corporation provides the department with an affidavit, executed
4433 for the resolution. 4462 pursuant to s. 617.01201, authorizing the immediate assumption
4434 (3) For purposes of ss. 617.1401-617.1422, the term 4463 or use of the name by another corporation.
4435 “dissolved corporation” means a corporation whose articles of 4464 (5) For purposes of this section, the circuit court may
4436 dissolution have become effective and includes a successor 4465 appoint a trustee, custodian, receiver, or provisional director
4437 entity, as defined in s. 617.01401. 4466 as described in s. 617.1435 for any property owned or acquired
Page 153 of 280 Page 154 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
4467 by the corporation who may engage in any act permitted in 4496 not entitled to vote on a plan of distribution, such plan may be
4468 accordance with subsection (1) if any director or officer of the 4497 adopted at a meeting of the board of directors by a majority
4469 dissolved corporation is unwilling or unable to serve or cannot 4498 vote of the directors then in office.
4470 be located. 4499 (3) A plan of distribution of assets must provide that:
4471 (6) Property held in trust or otherwise dedicated to a 4500 (a) All liabilities and obligations of the corporation be
4472 public or charitable purpose may not be diverted from its trust 4501 paid and discharged, or adequate provisions be made therefor;
4473 or charitable purpose by the dissolution of a corporation except 4502 (b) Assets held by the corporation upon condition requiring
4474 in compliance with and pursuant to the laws of this state 4503 return, transfer, or conveyance, which condition occurs by
4475 addressing cy pres or otherwise dealing with the nondiversion of 4504 reason of the dissolution, be returned, transferred, or conveyed
4476 charitable assets. 4505 in accordance with such requirements;
4477 Section 70. Section 617.1406, Florida Statutes, is amended 4506 (c) Assets received and held by the corporation subject to
4478 to read: 4507 limitations permitting their use only for charitable, religious,
4479 617.1406 Plan of distribution of assets.—A plan providing 4508 eleemosynary, benevolent, educational, or similar purposes, but
4480 for the distribution of assets, not inconsistent with this 4509 not held upon a condition requiring return, transfer, or
4481 chapter act or the articles of incorporation, must be adopted by 4510 conveyance by reason of the dissolution, be transferred or
4482 a corporation in the following manner: 4511 conveyed to one or more domestic or foreign corporations,
4483 (1) If the corporation has members entitled to vote on a 4512 trusts, societies, or organizations engaged in activities
4484 plan of distribution of assets, the board of directors must 4513 substantially similar to those of the dissolving corporation, as
4485 adopt a resolution recommending a plan of distribution and 4514 provided in the plan of distribution of assets;
4486 directing its submission to a vote at a meeting of members 4515 (d) Other assets, if any, be distributed in accordance with
4487 entitled to vote thereon, which may be either an annual or a 4516 the provisions of the articles of incorporation or the bylaws to
4488 special meeting. Written notice setting forth the proposed plan 4517 the extent that the articles of incorporation or the bylaws
4489 of distribution or a summary thereof must be given to each 4518 determine the distributive rights of members, or any class or
4490 member entitled to vote at such meeting in accordance with the 4519 classes of members, or provide for distribution to others; and
4491 articles of incorporation or the bylaws. Such plan of 4520 (e) Any remaining assets be distributed to such persons,
4492 distribution shall be adopted upon receiving at least a majority 4521 trusts, societies, organizations, or domestic or foreign
4493 of the votes which the members present at such meeting or 4522 corporations, whether for profit or not for profit, as specified
4494 represented by proxy are entitled to cast. 4523 in the plan of distribution of assets.
4495 (2) If the corporation has no members or if its members are 4524 (4) A copy of the plan of distribution of assets,
Page 155 of 280 Page 156 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
4525 authenticated by an officer of the corporation and containing 4554 (b) A dissolved corporation or successor entity may, within
4526 the officer’s certificate of compliance with the requirements of 4555 10 days after filing articles of dissolution with the
4527 subsection (1) or subsection (2) must be filed with the 4556 department, publish a “Notice of Corporate Dissolution.” The
4528 department of State. 4557 notice must appear once a week for 2 consecutive weeks in a
4529 Section 71. Section 617.1407, Florida Statutes, is amended 4558 newspaper of general circulation in the county in the state in
4530 to read: 4559 which the corporation has its principal office, if any, or, if
4531 617.1407 Unknown claims against dissolved corporation.— 4560 none, in a county in the state in which the corporation owns
4532 (1) A dissolved corporation or successor entity may execute 4561 real or personal property. Such newspaper shall meet the
4533 one of the following procedures to resolve payment of unknown 4562 requirements as are prescribed by law for such purposes. The
4534 claims: 4563 notice must:
4535 (a) A dissolved corporation or successor entity may file 4564 1. State the name of the corporation that is the subject
4536 notice of its dissolution with the department on the form 4565 and the date of the dissolution;
4537 prescribed by the department and request that persons with 4566 2. State that the corporation is the subject of a
4538 having claims against the corporation which are not known claims 4567 dissolution and the effective date of the dissolution;
4539 as defined in s. 617.1408(5) to the corporation or successor 4568 3. Specify Describe the information that must be included
4540 entity present them in accordance with the notice. The notice 4569 in a claim;
4541 must: 4570 4. State that a claim must be in writing and provide a
4542 1. State the name of the corporation that is the subject 4571 mailing address to which the claim may be sent; and
4543 and the date of the dissolution; 4572 5.3. State that a claim against the corporation under this
4544 2. State that the corporation is the subject of a 4573 subsection will be is barred unless a proceeding to enforce the
4545 dissolution and the effective date of the dissolution; 4574 claim is commenced within 4 years after the filing date of the
4546 3. Specify Describe the information that must be included 4575 second consecutive weekly publication of the notice.
4547 in a claim; 4576 (2) If the dissolved corporation or successor entity
4548 4. State that a claim must be in writing and provide a 4577 complies with paragraph (1)(a) or paragraph (1)(b), unless
4549 mailing address to which the claim may be sent; and 4578 sooner barred by another statute limiting actions, the claim of
4550 5.3. State that a claim against the corporation under this 4579 each of the following claimants is barred unless the claimant
4551 subsection will be is barred unless a proceeding to enforce the 4580 commences a proceeding to enforce the claim against the
4552 claim is commenced within 4 years after the date of the filing 4581 dissolved corporation within 4 years after the date of filing
4553 of the notice. 4582 the notice with the department or the date of the second
Page 157 of 280 Page 158 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
4583 consecutive weekly publication, as applicable: 4612 that satisfies the requirements of subsection (2) to its known
4584 (a) A claimant who was not given did not receive written 4613 claimants of the dissolution at any time after the effective
4585 notice under s. 617.1408;(9), or whose claim is not provided for 4614 date of the dissolution, but no later than the date that is 270
4586 under s. 617.1408(10), regardless of whether such claim is based 4615 days before the date which is 3 years after the effective date
4587 on an event occurring before or after the effective date of 4616 of the dissolution.
4588 dissolution. 4617 (2) The written notice must:
4589 (b) A claimant whose claim was timely sent to the dissolved 4618 (a) State the name of the corporation that is the subject
4590 corporation but on which no action was taken; or. 4619 of the dissolution;
4591 (c) A claimant whose claim was excluded as a known claim as 4620 (b) State that the corporation is the subject of a
4592 defined in s. 617.1408(5)(b). 4621 dissolution and the effective date of the dissolution;
4593 (3) This section does not preclude or relieve the 4622 (c) Specify the information that must be included in a
4594 corporation from its notification to claimants otherwise set 4623 claim;
4595 forth in this chapter A claim may be entered under this section: 4624 (d) State that a claim must be in writing and provide a
4596 (a) Against the dissolved corporation, to the extent of its 4625 mailing address where a claim may be sent;
4597 undistributed assets; or 4626 (e) State the deadline, which may not be less than 120 days
4598 (b) If the assets have been distributed in liquidation, 4627 after the date of the written notice is received by the
4599 against a member of the dissolved corporation to the extent of 4628 claimant, by which the dissolved corporation must receive the
4600 such member’s pro rata share of the claim or the corporate 4629 claim;
4601 assets distributed to such member in liquidation, whichever is 4630 (f) State that the claim will be barred if not received by
4602 less; however, the aggregate liability of any member of a 4631 the deadline;
4603 dissolved corporation may not exceed the amount distributed to 4632 (g) State that the dissolved corporation or successor
4604 the member in dissolution. 4633 entity may make distributions thereafter to other claimants and
4605 Section 72. Section 617.1408, Florida Statutes, is amended 4634 the members of the corporation or persons interested as having
4606 to read: 4635 been such claimants without further notice; and
4607 (Substantial rewording of section. 4636 (h) Be accompanied by a copy of ss. 617.1405-617.14091.
4608 See s. 617.1408, F.S., for present text.) 4637 (3) A dissolved corporation or successor entity may reject,
4609 617.1408 Known claims against dissolved corporation. 4638 in whole or in part, a claim submitted by a claimant and
4610 (1) A dissolved corporation or a successor entity may 4639 received before the deadline specified in the written notice
4611 dispose of the known claims against it by giving written notice 4640 pursuant to subsections (1) and (2) by mailing notice of the
Page 159 of 280 Page 160 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
4641 rejection to the claimant, on or before the date that is the 4670 occurring after the effective date of the dissolution.
4642 earlier of 90 days after the dissolved corporation receives the 4671 (6) The giving of any notice pursuant to this section does
4643 claim, or the date that is at least 150 days before the date 4672 not revive any claim then barred or constitute acknowledgment by
4644 which is 3 years after the effective date of the dissolution. A 4673 the dissolved corporation that any person to whom such notice is
4645 rejection notice sent by the dissolved corporation pursuant to 4674 sent is a proper claimant and does not operate as a waiver of
4646 this subsection must state that the claim will be barred unless 4675 any defense or counterclaim in respect of any claim asserted by
4647 the claimant, not later than 120 days after the claimant 4676 any person to whom such notice is sent.
4648 receives the rejection notice, commences an action in the 4677 Section 73. Section 617.1409, Florida Statutes, is created
4649 circuit court in the applicable county against the dissolved 4678 to read:
4650 corporation to enforce the claim. 4679 617.1409 Court proceedings.—
4651 (4) A claim against a dissolved corporation is barred: 4680 (1) A dissolved corporation that has filed a notice under
4652 (a) If a claimant who is given written notice pursuant to 4681 s. 617.1407(1)(a) or published a notice under s. 617.1407(1)(b)
4653 this section does not deliver the claim to the dissolved 4682 may file an application with the circuit court in the applicable
4654 corporation by the specified deadline; or 4683 county for a determination of the amount and form of security to
4655 (b) If the claim was timely received by the dissolved 4684 be provided for payment of claims that are not known claims as
4656 corporation but was timely rejected by the dissolved corporation 4685 defined in s. 617.1408(5) but that, based on the facts known to
4657 under subsection (3) and the claimant does not commence the 4686 the dissolved corporation, are reasonably estimated to arise
4658 required action in the applicable county within 120 days after 4687 after the effective date of dissolution. Provisions need not be
4659 the claimant receives the rejection notice. 4688 made for any claim that is or is reasonably anticipated to be
4660 (5)(a) For purposes of this chapter, “known claim” means 4689 barred under s. 617.1407(2).
4661 any claim or liability that, as of the date of the giving of 4690 (2) Within 10 days after the filing of the application
4662 written notice described in subsections (1) and (2) above: 4691 pursuant to subsection (1), notice of the proceeding must be
4663 1. Has matured sufficiently on or before the date of 4692 given by the dissolved corporation to each claimant holding a
4664 dissolution to be legally capable of assertion against the 4693 claim whose identity and contingent claim is known to the
4665 dissolved corporation; or 4694 dissolved corporation.
4666 2. Is unmatured as of the date of dissolution but will 4695 (3) In any proceeding under this section, the court may
4667 mature in the future solely because of the passage of time. 4696 appoint a guardian ad litem to represent all claimants whose
4668 (b) For purposes of this chapter, “known claim” does not 4697 identities are unknown. The reasonable fees and expenses of such
4669 include a contingent liability or a claim based on an event 4698 guardian ad litem, including all reasonable expert witness fees,
Page 161 of 280 Page 162 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
4699 must be paid by the dissolved corporation. 4728 Statutes, is amended, and subsections (3) and (4) are added to
4700 (4) Provisions by the dissolved corporation for security in 4729 that section, to read:
4701 the amount and the form ordered by the court under subsection 4730 617.1420 Grounds for administrative dissolution.—
4702 (1) satisfies the dissolved corporation’s obligations with 4731 (1) The department of State may commence a proceeding under
4703 respect to claims that are contingent, have not been made known 4732 s. 617.1421 to administratively dissolve a corporation if:
4704 to the dissolved corporation, or are based on an event occurring 4733 (a) The corporation has failed to file its annual report
4705 after the effective date of dissolution, and such claims may not 4734 and pay the annual report filing fee by 5 p.m. Eastern Time on
4706 be enforced against a person who received assets in liquidation. 4735 the third Friday in September;
4707 Section 74. Section 617.14091, Florida Statutes, is created 4736 (b) The corporation is without a registered agent or
4708 to read: 4737 registered office in this state for 30 days or more;
4709 617.14091 Limitation on director liability for a dissolved 4738 (c) The corporation does not notify the department of State
4710 corporation; claims against dissolved corporation; enforcement.— 4739 within 30 days after its registered agent or registered office
4711 (1) Directors of a dissolved corporation or governing 4740 has been changed, after its registered agent has resigned, or
4712 persons of a successor entity that has disposed of claims under 4741 after its registered office has been discontinued;
4713 s. 617.1407, s. 617.1408, or s. 617.1409 are not personally 4742 (d) The corporation has failed to answer truthfully and
4714 liable to the claimants of the dissolved corporation. 4743 fully, within the time prescribed by this chapter act,
4715 (2) For a claim that is not barred by s. 617.1407 or s. 4744 interrogatories propounded by the department of State; or
4716 617.1408, or by any other law, limiting actions may be enforced: 4745 (e) The corporation’s period of duration stated in its
4717 (a) Against the dissolved corporation, to the extent of its 4746 articles of incorporation has expired.
4718 undistributed assets; or 4747 (3) If the department determines that one or more grounds
4719 (b) Except as provided in s. 617.1409(4), if the assets 4748 exist for administratively dissolving a corporation under
4720 have been distributed in liquidation, against a member of the 4749 paragraph (1)(a), paragraph (1)(b), paragraph (1)(c), or
4721 dissolved corporation to the extent of the member’s pro rata 4750 paragraph (1)(d), the department shall serve notice in a record
4722 share of the claim or the corporate assets distributed to the 4751 to the corporation of its intent to administratively dissolve
4723 member in liquidation, whichever is less, provided that the 4752 the corporation. Issuance of the notice may be made by
4724 aggregate liability of any member of a dissolved corporation 4753 electronic transmission to a corporation that has provided the
4725 arising under s. 617.1408 or otherwise may not exceed the total 4754 department with an e-mail address.
4726 amount distributed to the member in dissolution. 4755 (4) If, within 60 days after sending the notice of intent
4727 Section 75. Subsection (1) of section 617.1420, Florida 4756 to administratively dissolve pursuant to subsection (3), a
Page 163 of 280 Page 164 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
4757 corporation does not correct each ground for dissolution under 4786 (2) If the corporation does not correct each ground for
4758 paragraph (1)(a), paragraph (1)(b), paragraph (1)(c), or 4787 dissolution under s. 617.1420(1)(b), (c), (d), or (e) or
4759 paragraph (1)(d), or demonstrate to the reasonable satisfaction 4788 demonstrate to the reasonable satisfaction of the department of
4760 of the department that each ground determined by the department 4789 State that each ground determined by the department does not
4761 does not exist, the department shall dissolve the corporation 4790 exist within 60 days after issuance of the notice, the
4762 administratively and issue to the corporation a notice in a 4791 department shall administratively dissolve the corporation by
4763 record of administrative dissolution that states the grounds for 4792 issuing a certificate of dissolution that recites the ground or
4764 dissolution. Issuance of the notice of administrative 4793 grounds for dissolution and its effective date. Issuance of the
4765 dissolution may be made by electronic transmission to a 4794 certificate of dissolution may be by electronic transmission to
4766 corporation that has provided the department with an e-mail 4795 any corporation that has provided the department with an e-mail
4767 address. 4796 electronic mail address.
4768 Section 76. Subsections (1), (2), and (4) of section 4797 (3) A corporation administratively dissolved continues its
4769 617.1421, Florida Statutes, are amended, and subsection (3) of 4798 corporate existence but may not conduct any affairs except that
4770 that section is reenacted, to read: 4799 necessary to wind up and liquidate its affairs under s. 617.1405
4771 617.1421 Procedure for and effect of administrative 4800 and adopt a plan of distribution of assets pursuant to s.
4772 dissolution.— 4801 617.1406.
4773 (1) If the department of State determines that one or more 4802 (4) A director, officer, or agent of a corporation
4774 grounds exist under s. 617.1420 for administratively dissolving 4803 dissolved pursuant to this section, purporting to act on behalf
4775 a corporation, it shall serve the corporation with notice of its 4804 of the corporation, is not personally liable for the debts,
4776 intent under s. 617.0504(2) to administratively dissolve the 4805 obligations, and liabilities of the corporation arising from
4777 corporation. If the corporation has provided the department with 4806 such action and incurred subsequent to the corporation’s
4778 an e-mail electronic mail address, such notice shall be by 4807 administrative dissolution unless that officer, director, or
4779 electronic transmission. Administrative dissolution for failure 4808 agent only if he or she has actual notice of the administrative
4780 to file an annual report shall occur on the fourth Friday in 4809 dissolution at the time such action is taken. Any; but such
4781 September of each year. The department of State shall issue a 4810 liability shall be terminated upon the ratification of such
4782 certificate of dissolution to each dissolved corporation. 4811 action by the corporation’s board of directors or members
4783 Issuance of the certificate of dissolution may be by electronic 4812 subsequent to the reinstatement of the corporation.
4784 transmission to any corporation that has provided the department 4813 Section 77. Section 617.1430, Florida Statutes, is amended
4785 with an e-mail electronic mail address. 4814 to read:
Page 165 of 280 Page 166 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
4815 617.1430 Grounds for judicial dissolution.—A circuit court 4844 their successors; or
4816 may dissolve a corporation or order such other remedy as 4845 (c) The corporate assets are being misapplied or wasted;
4817 provided in s. 617.1432 or s. 617.1434: 4846 (d) The directors or those in control of the corporation
4818 (1)(a) In a proceeding by the Department of Legal Affairs 4847 have acted, are acting, or are reasonably expected to act in a
4819 if it is established that: 4848 manner that is illegal or fraudulent; or
4820 1. The corporation obtained its articles of incorporation 4849 (e) The corporation has insufficient assets to continue its
4821 through fraud; or 4850 activities and is no longer able to assemble a quorum of
4822 2. The corporation has exceeded or abused, or is continuing 4851 directors or members.
4823 to exceed or abuse continued to exceed or abuse the authority 4852 (3) In a proceeding by a creditor if it is established
4824 conferred upon it by law. 4853 that:
4825 (b) The enumeration in paragraph (a) of grounds for 4854 (a) The creditor’s claim has been reduced to judgment, the
4826 judicial dissolution does not exclude actions or special 4855 execution on the judgment returned unsatisfied, and the
4827 proceedings by the Department of Legal Affairs or any state 4856 corporation is insolvent; or
4828 official for the annulment or dissolution of a corporation for 4857 (b) The corporation has admitted in writing that the
4829 other causes as provided by law. 4858 creditor’s claim is due and owing and the corporation is
4830 (2) In a proceeding brought by at least 50 members or 4859 insolvent.
4831 members holding at least 10 percent of the voting power, 4860 (4) In a proceeding by the corporation to have its
4832 whichever is less, or by a member or group or percentage of 4861 voluntary dissolution continued under court supervision.
4833 members as otherwise provided in the articles of incorporation 4862 Section 78. Section 617.1431, Florida Statutes, is amended
4834 or bylaws, or by a director or any person authorized in the 4863 to read:
4835 articles of incorporation, if it is established that: 4864 617.1431 Procedure for judicial dissolution.—
4836 (a) The directors are deadlocked in the management of the 4865 (1) Venue for a proceeding brought under s. 617.1430 lies
4837 corporate affairs, the members are unable to break the deadlock, 4866 in the circuit court of the applicable county where the
4838 and irreparable injury to the corporation or its mission is 4867 corporation’s principal office is or was last located, as shown
4839 threatened or being suffered because of the deadlock; 4868 by the records of the Department of State, or, if none in this
4840 (b) The members are deadlocked in voting power and have 4869 state, where its registered office is or was last located.
4841 failed, for a period that includes at least two consecutive 4870 (2) It is not necessary to make members or directors
4842 annual meeting dates, to elect successors to directors whose 4871 parties to a proceeding to dissolve a corporation unless relief
4843 terms have expired or would have expired upon qualification of 4872 is sought against them individually.
Page 167 of 280 Page 168 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
4873 (3) A court in a proceeding brought to dissolve a 4902 provided for the appointment of a provisional director or other
4874 corporation may issue injunctions, appoint a receiver or 4903 means for the resolution of the deadlock, but the court may
4875 custodian during the proceeding pendente lite with all powers 4904 enforce the remedy so provided, if appropriate.
4876 and duties the court directs, take other action required to 4905 (2) The court may appoint a natural person or an eligible
4877 preserve the corporate assets wherever located, and carry on the 4906 entity a corporation authorized to act as a receiver or
4878 affairs of the corporation until a full hearing can be held. 4907 custodian. The eligible entity corporation may be a domestic
4879 (4) If the court determines that any party has commenced, 4908 corporation or a foreign eligible entity corporation authorized
4880 continued, or participated in a proceeding under s. 617.1430, 4909 to transact business in this state. The court may require the
4881 and has acted arbitrarily, frivolously, vexatiously, or in bad 4910 receiver or custodian to post bond, with or without sureties, in
4882 faith, the court may award reasonable attorney fees and costs to 4911 an amount the court directs.
4883 the other parties to the proceeding who have been affected 4912 (3) The court shall describe the powers and duties of the
4884 adversely by such actions. 4913 receiver or custodian in its appointing order, which may be
4885 Section 79. Subsections (1) through (5) of section 4914 amended from time to time. Among other powers:
4886 617.1432, Florida Statutes, are amended to read: 4915 (a) The receiver:
4887 617.1432 Receivership or custodianship.— 4916 1. May dispose of all or any part of the assets of the
4888 (1) A court in a judicial proceeding brought under s. 4917 corporation wherever located, at a public or private sale, if
4889 617.1430 to dissolve a corporation may appoint one or more 4918 authorized by the court; and
4890 receivers to wind up and liquidate, or one or more custodians to 4919 2. May sue and defend in the receiver’s his or her own name
4891 manage, the affairs of the corporation, except as otherwise 4920 as receiver of the corporation in all courts of this state.
4892 provided herein. The court shall hold a hearing, after notifying 4921 (b) The custodian may exercise all of the powers of the
4893 all parties to the proceeding and any interested persons 4922 corporation, through or in place of its board of directors or
4894 designated by the court, before appointing a receiver or 4923 officers, to the extent necessary to manage the affairs of the
4895 custodian. The court appointing a receiver or custodian has 4924 corporation in the best interests of its members and creditors.
4896 exclusive jurisdiction over the corporation and all of its 4925 (4) The court during a receivership may redesignate the
4897 property wherever located. A court may not appoint a custodian 4926 receiver to act as a custodian, and during a custodianship may
4898 or a receiver in a judicial proceeding brought under s. 4927 redesignate the custodian to act as a receiver, if doing so is
4899 617.1430(2)(a) or s. 617.1430(2)(b) if the members, directors, 4928 consistent with the mission of the corporation and in the best
4900 or any person authorized in the articles of incorporation, by 4929 interests of the corporation, and its members, if any, and
4901 agreement or otherwise, or a court pursuant to s. 617.1435, have 4930 creditors. The court may amend the order designating the
Page 169 of 280 Page 170 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
4931 receiver as custodian and custodian as receiver as the court 4960 shall be not less than 4 months after the date of the order, as
4932 deems appropriate. 4961 the last day for filing of claims. The court shall prescribe the
4933 (5) The court from time to time during the receivership or 4962 method by which such notice for the deadline for filing claims
4934 custodianship may order compensation paid and expense 4963 that shall be given to creditors and claimants. Before Prior to
4935 disbursements or reimbursements made to the receiver or 4964 the fixed date so fixed, the court may extend the time for the
4936 custodian and his or her counsel for the receiver or custodian 4965 filing of claims by court order. Creditors and claimants failing
4937 from the assets of the corporation or proceeds from the sale of 4966 to file proofs of claim on or before the fixed date so fixed may
4938 the assets. 4967 be barred, by order of court, from participating in the
4939 Section 80. Section 617.1433, Florida Statutes, is amended 4968 distribution of the assets of the corporation. Nothing in This
4940 to read: 4969 section does not affect affects the enforceability of any
4941 617.1433 Judgment of dissolution.— 4970 recorded mortgage or lien or the perfected security interest or
4942 (1) If after a hearing in a proceeding under s. 617.1430 4971 rights of a person in possession of real or personal property.
4943 the court determines that one or more grounds for judicial 4972 Section 81. Section 617.1434, Florida Statutes, is created
4944 dissolution described in s. 617.1430 exist, it may enter a 4973 to read:
4945 judgment dissolving the corporation and specifying the effective 4974 617.1434 Alternative remedies to judicial dissolution.—
4946 date of the dissolution, and the clerk of the court shall 4975 (1) In a proceeding under s. 617.1430, the court may, as an
4947 deliver a certified copy of the judgment to the department of 4976 alternative to directing the dissolution of the corporation and
4948 State, which shall file it. 4977 upon a showing of sufficient merit to warrant such remedy:
4949 (2) After entering the judgment of dissolution, the court 4978 (a) Appoint a receiver or a custodian during the proceeding
4950 shall direct or oversee the winding up and liquidation of the 4979 as provided in s. 617.1432;
4951 corporation’s affairs in accordance with ss. 617.1405 and 4980 (b) Appoint a provisional director as provided in s.
4952 617.1406, and the notification of claimants in accordance with 4981 617.1435; or
4953 ss. 617.1407 and 617.1408, subject to the provisions of 4982 (c) Make any order or grant any equitable relief other than
4954 subsection (3). 4983 dissolution as in its discretion it may deem appropriate.
4955 (3) In a proceeding for judicial dissolution, the court may 4984 (2) Alternative remedies, such as the appointment of a
4956 require all creditors of the corporation to file with the clerk 4985 receiver or custodian, may also be ordered upon a showing of
4957 of the court or with the receiver, in such form as the court may 4986 sufficient merit to warrant such remedy, in advance of directing
4958 prescribe, proofs under oath of their respective claims. If the 4987 the dissolution of the corporation or, after a judgment of
4959 court requires the filing of claims, it shall fix a date, which 4988 dissolution is entered, to assist in facilitating the winding up
Page 171 of 280 Page 172 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
4989 of the corporation. 5018 director is not liable for any action taken or decision made,
4990 Section 82. Section 617.1435, Florida Statutes, is created 5019 except as directors may be liable under s. 617.0831. In
4991 to read: 5020 addition, the provisional director must submit to the court, if
4992 617.1435 Provisional director.— 5021 so directed, recommendations as to the appropriate disposition
4993 (1)(a) In a proceeding under s. 617.1430(2), the court may 5022 of the action. Whenever a provisional director is appointed, any
4994 appoint a provisional director if it appears that such 5023 officer or director of the corporation may petition the court
4995 appointment will remedy the grounds alleged by the complaining 5024 for instructions clarifying the duties and responsibilities of
4996 members or director to support the jurisdiction of the court 5025 such officer or director.
4997 under s. 617.1430. A provisional director may be appointed 5026 (3) In any proceeding under which a provisional director is
4998 notwithstanding the absence of a vacancy on the board of 5027 appointed pursuant to this section, the court must allow
4999 directors, and such director has all the rights and powers of a 5028 reasonable compensation to the provisional director for services
5000 duly elected director, including the right to notice of and to 5029 rendered and reimbursement or direct payment of reasonable costs
5001 vote at meetings of directors. 5030 and expenses, which amounts shall be paid by the corporation.
5002 (b) A provisional director retains the rights described in 5031 Section 83. Section 617.1440, Florida Statutes, is amended
5003 paragraph (a) until such time as the provisional director is 5032 to read:
5004 removed by order of the court or, unless otherwise ordered by a 5033 617.1440 Deposit with Department of Financial Services.—
5005 court, removed by a vote of the members or directors sufficient 5034 Unless otherwise provided in ss. 617.1407-617.1409, assets of a
5006 either to elect a majority of the board of directors or, if 5035 dissolved corporation that should be transferred to a creditor,
5007 greater than majority voting is required by the articles of 5036 claimant, member of the corporation, or other person who cannot
5008 incorporation or the bylaws, to elect the requisite number of 5037 be found or who is not competent to receive them must shall be
5009 directors needed to take action. A provisional director shall be 5038 deposited, or reduced to cash and deposited, as appropriate,
5010 an impartial person who is neither a member nor a creditor of 5039 within 6 months after the date fixed for the payment of the
5011 the corporation or of any subsidiary or affiliate of the 5040 final liquidating distribution, with the Department of Financial
5012 corporation, and whose further qualifications, if any, may be 5041 Services for safekeeping, where such assets shall be held as
5013 determined by the court. 5042 abandoned property. When the creditor, claimant, member, or
5014 (2) The provisional director shall report to the court as 5043 other person furnishes satisfactory proof of entitlement to the
5015 ordered by the court concerning the matter complained of, or the 5044 amount or assets deposited, the Department of Financial Services
5016 status of the deadlock, if any, and of the status of the 5045 shall pay the creditor, claimant, member, or other person, or
5017 corporation’s affairs, as the court shall direct. A provisional 5046 their him or her or his or her representative for that creditor,
Page 173 of 280 Page 174 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
5047 claimant, member or other person, that amount or those assets. 5076 liable for a civil penalty of not less than $500 or more than
5048 Section 84. Section 617.15015, Florida Statutes, is created 5077 $1,000 for each year or part thereof during which it conducts
5049 to read: 5078 its affairs in this state without a certificate of authority.
5050 617.15015 Foreign corporation governing law.— 5079 The department of State may collect all penalties due under this
5051 (1) The laws of this state or other jurisdiction under 5080 subsection.
5052 which a foreign corporation exists govern: 5081 (6) A member, an officer, or a director of a foreign
5053 (a) The organization and internal affairs of the foreign 5082 corporation is not liable for the debts, obligations, or other
5054 corporation; and 5083 liabilities of the foreign corporation solely because the
5055 (b) The interest holder liability of its members. 5084 foreign corporation transacted business in this state without a
5056 (2) A foreign corporation may not be denied a certificate 5085 certificate of authority.
5057 of authority by reason of a difference between the laws of its 5086 (7) Section 617.15015(1) applies even if a foreign
5058 jurisdiction of formation and the laws of this state. 5087 corporation fails to have a certificate of authority to transact
5059 (3) A certificate of authority does not authorize a foreign 5088 business in this state.
5060 corporation to engage in any business or exercise any power that 5089 (8) If a foreign corporation transacts business in this
5061 a corporation may not engage in or exercise in this state. 5090 state without a certificate of authority or cancels its
5062 Section 85. Subsection (4) of section 617.1502, Florida 5091 certificate of authority, it appoints the Secretary of State as
5063 Statutes, is amended, and subsections (6), (7), and (8) are 5092 its agent for service of process in proceedings and actions
5064 added to that section, to read: 5093 arising out of the transaction of business in this state.
5065 617.1502 Consequences of conducting affairs without 5094 Section 86. Subsections (1) and (3) of section 617.1503,
5066 authority.— 5095 Florida Statutes, are amended to read:
5067 (4) A foreign corporation which conducts its affairs in 5096 617.1503 Application for certificate of authority.—
5068 this state without authority to do so is shall be liable to this 5097 (1) A foreign corporation may apply for a certificate of
5069 state for the years or parts thereof during which it conducted 5098 authority to conduct its affairs in this state by delivering an
5070 its affairs in this state without authority in an amount equal 5099 application to the department of State for filing. Such
5071 to all fees and taxes which would have been imposed by this 5100 application must shall be made on forms prescribed and furnished
5072 chapter act upon such corporation had it duly applied for and 5101 by the department of State and must shall set forth:
5073 received authority to conduct its affairs in this state as 5102 (a) The name of the foreign corporation or, if its name is
5074 required by this chapter act. In addition to the payments thus 5103 unavailable for use in this state, a corporate name that
5075 prescribed in this subsection, such corporation is shall be 5104 satisfies the requirements of s. 617.1506;
Page 175 of 280 Page 176 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
5105 (b) The jurisdiction under the law of which it is 5134 (b) The period of its duration;
5106 incorporated; 5135 (c) The purpose or purposes which it intends to pursue in
5107 (c) Its date of incorporation and period of duration; 5136 this state; or
5108 (d) The purpose or purposes which it intends to pursue in 5137 (d) The jurisdiction of its incorporation; or
5109 this state and a statement that it is authorized to pursue such 5138 (e) The name and street address in this state of the
5110 purpose or purposes in the jurisdiction of its incorporation; 5139 foreign corporation’s registered agent in this state, unless the
5111 (e) The street address of its principal office; 5140 change was timely made in accordance with s. 617.1508.
5112 (f) The address of its registered office in this state and 5141 (2) Such application must shall be made within 90 days
5113 the name of its registered agent at that office; 5142 after the occurrence of any change mentioned in subsection (1),
5114 (g) The names and usual business addresses of its current 5143 shall be made on forms prescribed by the department, and must
5115 directors and officers; and 5144 shall be executed and filed in the same manner as an original
5116 (h) Such additional information as may be necessary or 5145 application for authority, and must shall set forth:
5117 appropriate in order to enable the department of State to 5146 (a) The name of the foreign corporation as it appears on
5118 determine whether such corporation is entitled to file an 5147 the department’s records;
5119 application for authority to conduct its affairs in this state 5148 (b) The jurisdiction of its incorporation;
5120 and to determine and assess the fees and taxes payable as 5149 (c) The date it was authorized to conduct its affairs in
5121 prescribed in this chapter act. 5150 this state;
5122 (3) A foreign corporation may not be denied authority to 5151 (d) If the name of the foreign corporation has changed, the
5123 conduct its affairs in this state by reason of the fact that the 5152 name relinquished, the new name, a statement that the change of
5124 laws of the jurisdiction under which such corporation is 5153 name has been effected under the laws of the jurisdiction of its
5125 organized governing its organization and internal affairs differ 5154 incorporation, and the date the change was effected;
5126 from the laws of this state. 5155 (e) If the period of duration has changed, a statement of
5127 Section 87. Section 617.1504, Florida Statutes, is amended 5156 such change and the date the change was effected;
5128 to read: 5157 (f) If the jurisdiction of incorporation has changed, a
5129 617.1504 Amended certificate of authority.— 5158 statement of such change and the date the change was effected;
5130 (1) A foreign corporation authorized to conduct its affairs 5159 and
5131 in this state shall make application to the department of State 5160 (g) If the purposes that the foreign corporation intends to
5132 to obtain an amended certificate of authority if it changes: 5161 pursue in this state have changed, a statement of such new
5133 (a) Its corporate name; 5162 purposes, and a further statement that the foreign corporation
Page 177 of 280 Page 178 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
5163 is authorized to pursue such purposes in the jurisdiction of its 5192 corporation of like character.
5164 incorporation. 5193 (3) This act does not authorize this state to regulate the
5165 (3) The requirements of s. 617.1503 for obtaining an 5194 organization or internal affairs of a foreign corporation
5166 original certificate of authority apply to obtaining an amended 5195 authorized to conduct its affairs in this state.
5167 certificate under this section unless the official having 5196 Section 89. Section 617.1506, Florida Statutes, is amended
5168 custody of the foreign corporation’s publicly filed records in 5197 to read:
5169 its jurisdiction of incorporation did not require an amendment 5198 617.1506 Corporate name of foreign corporation.—
5170 to effectuate the change on its records. 5199 (1) A foreign corporation whose name is unavailable under
5171 (4) Subject to subsection (3), a foreign corporation 5200 or whose name does not otherwise comply with s. 617.0401 must
5172 authorized to transact business in this state may make an 5201 use an alternate name that complies with s. 617.0401 to transact
5173 application to the department to obtain an amended certificate 5202 business in this state. An alternate name adopted for use in
5174 of authority to add, remove, or change the name, title, 5203 this state must be cross-referenced to the actual name of the
5175 capacity, or address of an officer or director of the foreign 5204 foreign corporation in the records of the Division of
5176 corporation. 5205 Corporations, provided that no cross-reference is required if
5177 Section 88. Section 617.1505, Florida Statutes, is amended 5206 the alternate name involves no more than adding the suffix
5178 to read: 5207 “corporation” or “incorporated” or the abbreviation “Corp.,” or
5179 617.1505 Effect of certificate of authority.— 5208 “Inc.,” or the designation “Corp” or “Inc” to the name; provided
5180 (1) Unless the department determines that an application 5209 that the name of a foreign corporation may not contain the word
5181 for a certificate of authority does not comply with the filing 5210 “company” or the abbreviation “co.” If the actual name of the
5182 requirements of this chapter, upon payment of all filing fees, a 5211 foreign corporation subsequently becomes available in this state
5183 certificate of authority authorizes the foreign corporation to 5212 and the foreign corporation elects to operate in this state
5184 which it is issued to conduct its affairs in this state subject, 5213 under its actual name, or the foreign corporation chooses to
5185 however, to the right of the department of State to suspend or 5214 change its alternate name, a record approving the election or
5186 revoke the certificate as provided in this chapter act. 5215 change, as the case may be, by its board of directors or by its
5187 (2) A foreign corporation with a valid certificate of 5216 members if such members are entitled to vote on such a record,
5188 authority has the same but no greater rights and has the same 5217 and signed as required pursuant to s. 617.01201, must be
5189 but no greater privileges as, and except as otherwise provided 5218 delivered to the department for filing may not file an
5190 by this chapter act is subject to the same duties, restrictions, 5219 application for a certificate of authority unless the corporate
5191 penalties, and liabilities now or later imposed on, a domestic 5220 name of such corporation satisfies the requirements of s.
Page 179 of 280 Page 180 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
5221 617.0401. To obtain or maintain a certificate of authority to 5250 fictitious name registrations pursuant to s. 865.09, organized,
5222 transact business in this state, the foreign corporation: 5251 or registered under the laws of this state, that are on file
5223 (a) May add the word “corporation” or “incorporated” or the 5252 with the Division of Corporations.
5224 abbreviation “corp.” or “inc.” or words of like import, which 5253 (3) A foreign corporation that adopts an alternate name
5225 clearly indicate that it is a corporation instead of a natural 5254 under subsection (1) and obtains a certificate of authority with
5226 person or partnership or other business entity; however, the 5255 the alternate name need not comply with s. 865.09 with respect
5227 name of a foreign corporation may not contain the word “company” 5256 to the alternate name.
5228 or the abbreviation “co.”; or 5257 (4) So long as a foreign corporation maintains a
5229 (b) May use an alternate name to transact business in this 5258 certificate of authority with an alternate name, it may transact
5230 state if its real name is unavailable. Any alternate corporate 5259 business in this state under the alternate name unless the
5231 name adopted for use in this state must be cross-referenced to 5260 foreign corporation is authorized under s. 865.09 to transact
5232 the real corporate name in the records of the Division of 5261 business in this state under another name.
5233 Corporations. If the real corporate name of the corporation 5262 (5) If a foreign corporation authorized to transact
5234 becomes available in this state or if the corporation chooses to 5263 business in this state changes its corporate name to one that
5235 change its alternate name, a copy of the resolution of its board 5264 does not satisfy the requirements of s. 617.0401, such
5236 of directors, changing or withdrawing the alternate name and 5265 corporation may not transact business in this state under the
5237 executed as required by s. 617.01201, must be delivered for 5266 changed name until the corporation adopts a name satisfying the
5238 filing. 5267 requirements of s. 617.0401 and obtains an amended certificate
5239 (2) The corporate name, including the alternate name, of a 5268 of authority under s. 617.1504.
5240 foreign corporation must be distinguishable, within the records 5269 (6) Notwithstanding this section, a foreign corporation may
5241 of the Division of Corporations, from: 5270 register under a name that is not otherwise distinguishable on
5242 (a) Any corporate name of a corporation for profit 5271 the records of another entity registered with the department if:
5243 incorporated or authorized to transact business in this state. 5272 (a) The other entity consents to the use and submits an
5244 (b) The alternate name of another foreign corporation 5273 undertaking in a form satisfactory to the Secretary of State to
5245 authorized to transact business in this state. 5274 change its name to a name that is distinguishable upon the
5246 (c) The corporate name of a nonprofit not-for-profit 5275 records of the department from the name of the applying
5247 corporation incorporated or authorized to transact business in 5276 corporation; or
5248 this state. 5277 (b) The applicant delivers to the department a certified
5249 (d) The names of all other entities or filings, except 5278 copy of a final judgment of a court of competent jurisdiction
Page 181 of 280 Page 182 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
5279 establishing the applicant’s right to use the name applied for 5308 (b) A limited liability company;
5280 in the state. 5309 (c) A limited liability partnership; or
5281 Section 90. Subsections (2) and (3) of section 617.1507, 5310 (d) A limited partnership, including a limited liability
5282 Florida Statutes, are amended, and subsection (4), (5), and (6) 5311 limited partnership.
5283 are added to that section, to read: 5312 (4) The department shall maintain an accurate record of the
5284 617.1507 Registered office and registered agent of foreign 5313 registered agents and registered offices for service of process
5285 corporation.— 5314 and promptly furnish any information disclosed thereby upon
5286 (2) Each initial A registered agent, and each appointed 5315 request and payment of the required fee.
5287 pursuant to this section or a successor registered agent 5316 (5) A foreign corporation may not prosecute or maintain any
5288 appointed pursuant to s. 617.1508 on whom process may be served 5317 action in a court in this state until the foreign corporation
5289 shall each file a statement in writing with the department of 5318 complies with this section, pays to the department the amounts
5290 State, in the such form and manner as shall be prescribed by the 5319 required by this chapter, and, to the extent ordered by a court
5291 department, accepting the appointment as a registered agent 5320 of competent jurisdiction, pays to the department a penalty of
5292 while simultaneously with his or her being designated as the 5321 $5 for each day it has failed to so comply, or $500, whichever
5293 registered agent. Such statement of acceptance shall state that 5322 is less.
5294 the registered agent is familiar with, and accepts, the 5323 (6) A court may stay a proceeding commenced by a foreign
5295 obligations of that position. 5324 corporation until the corporation complies with this section.
5296 (3) The duties of a registered agent are: 5325 Section 91. Section 617.1508, Florida Statutes, is amended
5297 (a) To forward to the foreign corporation at the address 5326 to read:
5298 most recently supplied to the registered agent by the foreign 5327 617.1508 Change of registered office and registered agent
5299 corporation, a process, notice, or demand pertaining to the 5328 of foreign corporation.—
5300 foreign corporation which is served on or received by the 5329 (1) A foreign corporation authorized to conduct its affairs
5301 registered agent; and 5330 in this state may change its registered office or registered
5302 (b) If the registered agent resigns, to provide the 5331 agent by delivering to the department of State for filing a
5303 statement required under s. 617.1509 to the foreign corporation 5332 statement of change that sets forth:
5304 at the address most recently supplied to the registered agent by 5333 (a) Its name;
5305 the foreign corporation For purposes of this section, 5334 (b) The street address of its current registered office;
5306 “authorized entity” means: 5335 (c) If the current registered office is to be changed, the
5307 (a) A corporation for profit; 5336 street address of its new registered office;
Page 183 of 280 Page 184 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
5337 (d) The name of its current registered agent; and 5366 corporation.—
5338 (e) If the current registered agent is to be changed, the 5367 (1) The registered agent of a foreign corporation may
5339 name of its new registered agent and the new agent’s written 5368 resign as agent his or her agency appointment by signing and
5340 consent described in s. 617.1507(3), (either on the statement or 5369 delivering to the department of State for filing a statement of
5341 attached to it,) to the appointment; 5370 resignation and mailing a copy of such statement to the
5342 (f) That, after the change or changes are made, the street 5371 corporation at the corporation’s principal office address shown
5343 address of its registered office and the business office of its 5372 in its most recent annual report or, if none, shown in its
5344 registered agent will be identical; and 5373 application for a certificate of authority or other most
5345 (g) That any such change was authorized by resolution duly 5374 recently filed document. After delivering the statement of
5346 adopted by its board of directors or by an officer of the 5375 resignation to the department for filing, the registered agent
5347 corporation so authorized by the board of directors. 5376 must promptly mail a copy to the foreign corporation at its
5348 (2) A statement of change is effective when filed by the 5377 current mailing address The statement of resignation must state
5349 department. 5378 that a copy of such statement has been mailed to the corporation
5350 (3) If a registered agent changes the name or street 5379 at the address so stated. The statement of resignation may
5351 address of the registered agent’s his or her business office, 5380 include a statement that the registered office is also
5352 they he or she may change the name or street address of the 5381 discontinued.
5353 registered office of any foreign corporation for which they are 5382 (2) A registered agent is terminated upon the earlier of:
5354 he or she is the registered agent by notifying the corporation 5383 (a) The 31st day after the department files the statement
5355 in writing of the change and signing, (either manually or in 5384 of resignation; or
5356 facsimile,) and delivering to the department of State for filing 5385 (b) When a statement of change or other record designating
5357 a statement of change that complies with the requirements of 5386 a new registered agent is filed with the department The agency
5358 paragraphs (1)(a)-(e) (1)(a)-(f) and recites that the 5387 appointment is terminated as of the 31st day after the date on
5359 corporation has been notified of the change. 5388 which the statement was filed and, unless otherwise provided in
5360 (4) The changes described in this section may also be made 5389 the statement, termination of the agency acts as a termination
5361 on the foreign corporation’s annual report or in an application 5390 of the registered office.
5362 for reinstatement filed with the department under s. 617.1422. 5391 (3) When a statement of resignation takes effect, the
5363 Section 92. Section 617.1509, Florida Statutes, is amended 5392 registered agent ceases to have responsibility for a matter
5364 to read: 5393 thereafter tendered to them as agent for the foreign
5365 617.1509 Resignation of registered agent of foreign 5394 corporation. The resignation does not affect contractual rights
Page 185 of 280 Page 186 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
5395 that the foreign corporation has against the agent or that the 5424 department for filing a notice of withdrawal of certificate of
5396 agent has against the foreign corporation. 5425 authority. The certificate of authority is canceled when the
5397 (4) A registered agent may resign from a foreign 5426 notice of withdrawal becomes effective pursuant to s. 617.0123.
5398 corporation regardless of whether the foreign corporation has 5427 The notice of withdrawal of certificate of authority must be
5399 active status. 5428 signed by an officer or a director and state all of the
5400 Section 93. Section 617.15091, Florida Statutes, is created 5429 following:
5401 to read: 5430 (a) The name of the foreign corporation as it appears on
5402 617.15091 Delivery of notice or other communication.— 5431 the records with the department.
5403 (1) Except as otherwise provided in this chapter, 5432 (b) The name of the foreign corporation’s jurisdiction of
5404 permissible means of delivery of a notice or other communication 5433 incorporation.
5405 includes delivery by hand, the United States Postal Service, a 5434 (c) The date the foreign corporation was authorized to
5406 commercial delivery service, and electronic transmission, all as 5435 conduct affairs in this state.
5407 more particularly described in s. 617.0141. 5436 (d) That the foreign corporation is withdrawing its
5408 (2) Except as provided in subsection (3), delivery to the 5437 certificate of authority in this state.
5409 department is effective only when a notice or other 5438 (e) That the foreign corporation revokes the authority of
5410 communication is received by the department. 5439 its registered agent to accept service on its behalf and
5411 (3) If a check is mailed to the department for payment of 5440 appoints the Secretary of State as its agent for service of
5412 an annual report fee, the check is deemed to have been received 5441 process based on a cause of action arising during the time it
5413 by the department as of the postmark date appearing on the 5442 was authorized to conduct its affairs in this state.
5414 envelope or package transmitting the check if the envelope or 5443 (f) A mailing address and an e-mail address to which a
5415 the package is received by the department. 5444 party seeking to effectuate service of process may send a copy
5416 Section 94. Section 617.1520, Florida Statutes, is amended 5445 of any process served on the Secretary of State under paragraph
5417 to read: 5446 (e).
5418 (Substantial rewording of section. 5447 (g) A commitment to notify the department in the future of
5419 See s. 617.1520, F.S., for present text.) 5448 any change in its mailing address or e-mail address.
5420 617.1520 Withdrawal and cancellation of certificate of 5449 (2) After the withdrawal of the foreign corporation is
5421 authority for foreign corporation.— 5450 effective, service of process is on the Secretary of State using
5422 (1) To cancel its certificate of authority to conduct 5451 the procedures in s. 48.161 for service on the foreign
5423 affairs in this state, a foreign corporation must deliver to the 5452 corporation.
Page 187 of 280 Page 188 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
5453 Section 95. Section 617.1521, Florida Statutes, is created 5482 Section 97. Section 617.1523, Florida Statutes, is created
5454 to read: 5483 to read:
5455 617.1521 Withdrawal of certificate of authority deemed on 5484 617.1523 Action against foreign corporation by Department
5456 conversion to domestic filing entity.—A foreign corporation 5485 of Legal Affairs.—The Department of Legal Affairs may maintain
5457 authorized to conduct affairs in this state that converts to a 5486 an action to enjoin a foreign corporation from conducting
5458 domestic corporation or another domestic eligible entity that is 5487 affairs in this state in violation of this chapter.
5459 organized, incorporated, registered, or otherwise formed through 5488 Section 98. Section 617.1530, Florida Statutes, is amended
5460 the delivery of a record to the department for filing is deemed 5489 to read:
5461 to have withdrawn its certificate of authority on the effective 5490 617.1530 Grounds for Revocation of certificate of authority
5462 date of the conversion. 5491 to transact business.—
5463 Section 96. Section 617.1522, Florida Statutes, is created 5492 (1) A conduct affairs.—The Department of State may commence
5464 to read: 5493 a proceeding under s. 617.1531 to revoke the certificate of
5465 617.1522 Withdrawal on dissolution, merger, or conversion 5494 authority of a foreign corporation to transact business
5466 to certain non-filing entities.— 5495 authorized to conduct its affairs in this state may be revoked
5467 (1) A foreign corporation that is authorized to conduct 5496 by the department if:
5468 affairs in this state that has dissolved and completed winding 5497 (a)(1) The foreign corporation does not deliver has failed
5469 up, has merged into a foreign eligible entity that is not 5498 to file its annual report to with the department of State by 5
5470 authorized to conduct affairs in this state, or has converted to 5499 p.m. Eastern Time on the third Friday in September of each
5471 a domestic or foreign eligible entity that is not organized, 5500 year;.
5472 incorporated, registered, or otherwise formed through the public 5501 (b)(2) The foreign corporation does not pay a fee or
5473 filing of a record, must deliver a notice of withdrawal of 5502 penalty due to, within the department under time required by
5474 certificate of authority to the department for filing in 5503 this chapter; act, any fees, taxes, or penalties imposed by this
5475 accordance with s. 617.1520. 5504 act or other law.
5476 (2) After a withdrawal under this section of a foreign 5505 (c)(3) The foreign corporation does not appoint and
5477 corporation that has converted to another type of entity is 5506 maintain is without a registered agent as required by s.
5478 effective, service of process in any action or proceeding based 5507 617.1507; or registered office in this state for 30 days or
5479 on a cause of action arising during the time the foreign 5508 more.
5480 corporation was authorized to conduct affairs in this state may 5509 (4) The foreign corporation does not notify the Department
5481 be made pursuant to s. 617.1510. 5510 of State under s. 617.1508 or s. 617.1509 that its registered
Page 189 of 280 Page 190 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
5511 agent has resigned or that its registered office has been 5540 (2) Revocation of a foreign corporation’s certificate of
5512 discontinued within 30 days after the date of such resignation 5541 authority for failure to file an annual report shall occur on
5513 or discontinuance. 5542 the fourth Friday in September of each year. The department
5514 (d)(5) The foreign corporation does not deliver for filing 5543 shall issue a notice in a record of the revocation to the
5515 a statement of a change under s. 617.1508 within 30 days after 5544 revoked foreign corporation. Issuance of the notice may be made
5516 the change in the name or address of the agent has occurred, 5545 by electronic transmission to a foreign corporation that has
5517 unless, within 30 days after the change occurred, either: 5546 provided the department with an e-mail address.
5518 1. The registered agent files a statement of change under 5547 (3) If the department determines that one or more grounds
5519 s. 617.1508; or 5548 exist under paragraph (1)(b) for revoking a foreign
5520 2. The change was made in accordance with s. 617.1508(4) or 5549 corporation’s certificate of authority, the department shall
5521 s. 617.1504(1)(e); 5550 issue a notice in a record to the foreign corporation of the
5522 (e) The foreign corporation has failed to amend its 5551 department’s intent to revoke the certificate of authority.
5523 certificate of authority to reflect a change in its name on the 5552 Issuance of the notice may be made by electronic transmission to
5524 records of the department or its jurisdiction of incorporation; 5553 a foreign corporation that has provided the department with an
5525 (f) The foreign corporation’s period of duration stated in 5554 e-mail address.
5526 its articles of incorporation has expired; 5555 (4) If, within 60 days after the department sends the
5527 (g) An incorporator, director, officer, or agent of the 5556 notice of intent to revoke in accordance with subsection (3),
5528 foreign corporation signs signed a document that he or she knew 5557 and the foreign corporation does not correct each ground for
5529 was false in a any material respect with the intent that the 5558 revocation or demonstrate to the reasonable satisfaction of the
5530 document be delivered to the department of State for filing;. 5559 department that each ground determined by the department does
5531 (h)(6) The department receives a duly authenticated 5560 not exist, the department shall revoke the foreign corporation’s
5532 certificate from the secretary of state or other official having 5561 authority to transact business in this state and issue a notice
5533 custody of corporate records in the jurisdiction under the law 5562 in a record of revocation which states the grounds for
5534 of which the foreign corporation is incorporated stating that it 5563 revocation. Issuance of the notice may be made by electronic
5535 has been dissolved or is no longer active on the official’s 5564 transmission to a foreign corporation that has provided the
5536 record; or disappeared as the result of a merger. 5565 department with an e-mail address.
5537 (i)(7) The foreign corporation has failed to answer 5566 (5) Revocation of a foreign corporation’s certificate of
5538 truthfully and fully, within the time prescribed by this chapter 5567 authority does not terminate the authority of the registered
5539 act, interrogatories propounded by the department of State. 5568 agent of the corporation.
Page 191 of 280 Page 192 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
5569 Section 99. Section 617.15315, Florida Statutes, is created 5598 reinstatement as described in subsection (1), a foreign
5570 to read: 5599 corporation whose certificate of authority has been revoked may
5571 617.15315 Reinstatement following revocation.— 5600 submit all fees and penalties owed by the corporation at the
5572 (1) A foreign corporation whose certificate of authority 5601 rates provided by law at the time the corporation applies for
5573 has been revoked pursuant to s. 617.1530 or former s. 617.1531 5602 reinstatement, together with a current annual report, signed by
5574 may apply to the department for reinstatement at any time after 5603 both the registered agent and an officer or director of the
5575 the effective date of revocation of authority. The foreign 5604 corporation, which contains the information described in
5576 corporation applying for reinstatement must submit all fees and 5605 subsection (1).
5577 penalties then owed by the foreign corporation at rates provided 5606 (3) If the department determines that an application for
5578 by law at the time the foreign corporation applies for 5607 reinstatement contains the information required under subsection
5579 reinstatement, together with an application for reinstatement 5608 (1) or subsection (2) and that the information is correct, upon
5580 prescribed and furnished by the department, which is signed by 5609 payment of all required fees and penalties, the department shall
5581 both the registered agent and an officer or director of the 5610 reinstate the foreign corporation’s certificate of authority.
5582 foreign corporation and states: 5611 (4) When a reinstatement becomes effective, it relates back
5583 (a) The name under which the foreign corporation is 5612 to and takes effect as of the effective date of the revocation
5584 authorized to conduct affairs in this state. 5613 of authority, and the foreign corporation may operate in this
5585 (b) The street address of the foreign corporation’s 5614 state as if the revocation of authority had never occurred.
5586 principal office and mailing address. 5615 (5) The name of the foreign corporation whose certificate
5587 (c) The jurisdiction of the foreign corporation’s formation 5616 of authority has been revoked is not available for assumption or
5588 and the date on which it became qualified to conduct affairs in 5617 use by another eligible entity until 1 year after the effective
5589 this state. 5618 date of revocation of authority unless the corporation provides
5590 (d) The foreign corporation’s federal employer 5619 the department with a record signed as required by s. 617.01201,
5591 identification number or, if none, whether one has been applied 5620 which authorizes the immediate assumption or use of the name by
5592 for. 5621 another eligible entity.
5593 (e) The name, title or capacity, and address of at least 5622 (6) If the name of the foreign corporation applying for
5594 one officer or director of the foreign corporation. 5623 reinstatement has been lawfully assumed in this state by another
5595 (f) Additional information that is necessary or appropriate 5624 eligible entity, the department must require the foreign
5596 to enable the department to carry out this chapter. 5625 corporation to comply with s. 617.1506 before accepting its
5597 (2) In lieu of the requirement to file an application for 5626 application for reinstatement.
Page 193 of 280 Page 194 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
5627 Section 100. Section 617.1532, Florida Statutes, is amended 5656 members’ meetings and records of all action taken by members
5628 to read: 5657 without a meeting for the past 3 years.
5629 (Substantial rewording of section. 5658 (d) The minutes of all meetings of its board of directors,
5630 See s. 617.1532, F.S., for present text.) 5659 a record of all actions taken by the board of directors without
5631 617.1532 Judicial review of denial of reinstatement.— 5660 a meeting, and a record of all actions taken by a committee of
5632 (1) If the department denies a foreign corporation’s 5661 the board of directors in place of the board of directors on
5633 application for reinstatement after revocation of its 5662 behalf of the corporation.
5634 certificate of authority, the department shall serve the foreign 5663 (e) If the corporation has members, all written
5635 corporation pursuant to s. 617.1510 with a written notice that 5664 communications within the past 3 years to members generally or
5636 explains the reasons for the denial. 5665 to members of a class, including the financial statements
5637 (2) Within 30 days after service of a notice of denial of 5666 furnished for the past 3 years under s. 617.1605.
5638 reinstatement, a foreign corporation may appeal the department’s 5667 (f) A list of the names and business street addresses, or
5639 denial by petitioning the Circuit Court of Leon County to set 5668 the home street addresses if there is no business street
5640 aside the revocation. The petition must be served on the 5669 address, of its current directors and officers.
5641 department and contain a copy of the department’s notice of 5670 (g) Its most recent annual report delivered to the
5642 revocation, the foreign corporation’s application for 5671 department under s. 617.1622 keep as records minutes of all
5643 reinstatement, and the department’s notice of denial. 5672 meetings of its members and board of directors, a record of all
5644 (3) The circuit court may order the department to reinstate 5673 actions taken by the members or board of directors without a
5645 the certificate of authority of the foreign corporation or take 5674 meeting, and a record of all actions taken by a committee of the
5646 other action the court considers appropriate. 5675 board of directors in place of the board of directors on behalf
5647 (4) The circuit court’s final decision may be appealed as 5676 of the corporation.
5648 in other civil proceedings. 5677 (2) A corporation shall maintain accurate accounting
5649 Section 101. Section 617.1601, Florida Statutes, is amended 5678 records in a form that permits preparation of its financial
5650 to read: 5679 statements as required by s. 617.1605.
5651 617.1601 Corporate records.— 5680 (3) If a corporation has members, a corporation or its
5652 (1) A corporation shall maintain the following records: 5681 agent must shall maintain a record of its members in a form that
5653 (a) Its articles of incorporation, as currently in effect. 5682 permits preparation of a list of the names and addresses, which
5654 (b) Its bylaws, as currently in effect. 5683 may be an e-mail address or other electronic contact
5655 (c) If the corporation has members, the minutes of all 5684 information, of all members in alphabetical order by class of
Page 195 of 280 Page 196 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
5685 voting members. This subsection does not require the corporation 5714 principal office or at a reasonable location specified by the
5686 to include the e-mail address or other electronic contact 5715 corporation, any of the records of the corporation described in
5687 information of a member in such record. 5716 s. 617.1601(1) s. 617.1601(5), excluding minutes of meetings of,
5688 (4) A corporation shall maintain the its records specified 5717 and records of actions taken without a meeting by, the
5689 in this section in a manner that allows them to be made 5718 corporation’s board of directors and any committee of the
5690 available for inspection written form or in another form capable 5719 corporation, if the member delivers to gives the corporation
5691 of conversion into written form within a reasonable time. 5720 written notice of the member’s his or her demand at least 5 10
5692 (5) A corporation shall keep a copy of the following 5721 business days before the date on which the member he or she
5693 records: 5722 wishes to inspect and copy.
5694 (a) Its articles of incorporation or restated articles of 5723 (2) A member of a corporation is entitled to inspect and
5695 incorporation and all amendments to them currently in effect. 5724 copy, during regular business hours at a reasonable location
5696 (b) Its bylaws or restated bylaws and all amendments to 5725 specified by the corporation, any of the following records of
5697 them currently in effect. 5726 the corporation if the member meets the requirements of
5698 (c) The minutes of all members’ meetings and records of all 5727 subsection (3) and gives the corporation written notice of the
5699 action taken by members without a meeting for the past 3 years. 5728 member’s his or her demand at least 5 10 business days before
5700 (d) Written communications to all members generally or all 5729 the date on which the member he or she wishes to inspect and
5701 members of a class within the past 3 years, including the 5730 copy:
5702 financial statements furnished for the past 3 years under s. 5731 (a) Excerpts from minutes of any meeting of, or records of
5703 617.1605. 5732 any actions taken without a meeting by, the corporation’s board
5704 (e) A list of the names and business street, or home if 5733 of directors and board committees of the corporation maintained
5705 there is no business street, addresses of its current directors 5734 in accordance with s. 617.1601(1)(d);, records of any action of
5706 and officers. 5735 a committee of the board of directors while acting in place of
5707 (f) Its most recent annual report delivered to the 5736 the board of directors on behalf of the corporation, minutes of
5708 Department of State under s. 617.1622. 5737 any meeting of the members, and records of action taken by the
5709 Section 102. Section 617.1602, Florida Statutes, is amended 5738 members or board of directors without a meeting, to the extent
5710 to read: 5739 not subject to inspection under subsection (1).
5711 617.1602 Inspection of records by members.— 5740 (b) Accounting records of the corporation;.
5712 (1) A member of a corporation is entitled to inspect and 5741 (c) The record of members maintained in accordance with s.
5713 copy, during regular business hours at the corporation’s 5742 617.1601(3); and.
Page 197 of 280 Page 198 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
5743 (d) Any other books and records. 5772 (7)(4) This section does not affect:
5744 (3) A member may inspect and copy the records described in 5773 (a) The right of a member in litigation with the
5745 subsection (2) only if: 5774 corporation to inspect and copy records to the same extent as
5746 (a) The member’s demand is made in good faith and for a 5775 any other litigant; or.
5747 proper purpose; 5776 (b) The power of a court, independently of this chapter, to
5748 (b) The member’s demand member describes with reasonable 5777 compel the production of corporate records for examination and
5749 particularity the member’s his or her purpose and the records 5778 to impose reasonable restrictions as provided in s. 617.1604(3),
5750 the member he or she desires to inspect; and 5779 provided that, in the case of production of records described in
5751 (c) The records are directly connected with the member’s 5780 subsection (2) at the request of the member, the member has met
5752 purpose. 5781 the requirements of subsection (3).
5753 (4) The corporation may impose reasonable restrictions on 5782 (8)(5) A corporation may deny any demand for inspection
5754 the disclosure, use, or distribution of, and reasonable 5783 made pursuant to subsection (2) if the demand was made for an
5755 obligations to maintain the confidentiality of, records 5784 improper purpose, or if the demanding member has within 2 years
5756 described in subsection (2). 5785 preceding the member’s his or her demand sold or offered for
5757 (5) For any meeting of members for which the record date 5786 sale any list of members of the corporation or any other
5758 for determining members entitled to vote at the meeting is 5787 corporation, has aided or abetted any person in procuring any
5759 different than the record date for notice of the meeting, any 5788 list of members for any such purpose, or has improperly used any
5760 person who becomes a member after the record date for notice of 5789 information secured through any prior examination of the records
5761 the meeting and is entitled to vote at the meeting is entitled 5790 of the corporation or any other corporation.
5762 to obtain from the corporation upon request the notice and any 5791 (9) A member may not sell or otherwise distribute any
5763 other information provided by the corporation to members in 5792 information or records inspected under this section, except to
5764 connection with the meeting, unless the corporation has made 5793 the extent that such use is for a proper purpose.
5765 such information generally available to members by posting it on 5794 (10) Without consent of the board of directors, a
5766 its website or by other generally recognized means. Failure of a 5795 membership list or any part thereof may not be obtained or used
5767 corporation to provide such information does not affect the 5796 by any person for any purpose unrelated to a member’s interest
5768 validity of action taken at the meeting. 5797 as a member. Without limiting the foregoing, without the consent
5769 (6) The right of inspection granted by this section may not 5798 of the board, a membership list or any part thereof may not be:
5770 be abolished or limited by a corporation’s articles of 5799 (a) Used to solicit money or property unless the money or
5771 incorporation or bylaws. 5800 property will be used solely to solicit the votes of the
Page 199 of 280 Page 200 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
5801 members; 5830 the records are kept in other than written form, the corporation
5802 (b) Used for any commercial purpose; or 5831 must shall convert such records into written form upon the
5803 (c) Sold to or purchased by any person. 5832 request of any person entitled to inspect the same. The
5804 (11)(6) For purposes of this section, the term “member” 5833 corporation shall bear the reasonable costs of converting any
5805 includes a beneficial owner whose beneficial interest is shares 5834 records described in s. 617.1601(1) s. 617.1601(5). The
5806 are held in a voting trust or by a nominee on the individual’s 5835 requesting member shall bear the costs, including the cost of
5807 his or her behalf. 5836 compiling the information requested, incurred to convert any
5808 (12)(7) For purposes of this section, a “proper purpose” 5837 records described in s. 617.1602(2).
5809 means a purpose reasonably related to such person’s interest as 5838 (4) If requested by a member, the corporation shall comply
5810 a member. 5839 with a member’s demand to inspect the records of members under
5811 (13) The rights of a member to obtain records under 5840 s. 617.1602(2)(c) by providing the member him or her with a list
5812 subsections (1) and (2) apply to the records of subsidiaries of 5841 of its members of the nature described in s. 617.1601(3). Such a
5813 the corporation. 5842 list must shall be compiled as of the last record date for which
5814 Section 103. Section 617.1603, Florida Statutes, is amended 5843 it has been compiled or as of a subsequent date if specified by
5815 to read: 5844 the member.
5816 617.1603 Scope of inspection right.— 5845 Section 104. Section 617.1604, Florida Statutes, is amended
5817 (1) A member’s agent or attorney has the same inspection 5846 to read:
5818 and copying rights as the member he or she represents. 5847 617.1604 Court-ordered inspection.—
5819 (2) The corporation may, if deemed reasonable, satisfy the 5848 (1) If a corporation does not, within a reasonable time,
5820 right of a member to copy records under s. 617.1602 by 5849 allow a member who complies with s. 617.1602 to inspect and copy
5821 furnishing to the member copies by such means as are chosen by 5850 any record, and the member complies with any prerequisites to
5822 the corporation, including furnishing copies through electronic 5851 inspection and copying imposed by this section, the member may
5823 delivery The right to copy records under s. 617.1602 includes, 5852 apply to the circuit court in the county where the corporation’s
5824 if reasonable, the right to receive copies made by photographic, 5853 principal office, or, if none in this state, its registered
5825 xerographic, or other means. 5854 office, is located for an order to permit inspection and copying
5826 (3) The corporation may impose a reasonable charge, 5855 of the records demanded. The court shall dispose of an
5827 covering the costs of labor and material, for copies of any 5856 application under this subsection on an expedited summary basis.
5828 documents provided to the member. The charge may not exceed the 5857 (2) If the court orders inspection or copying of the
5829 estimated cost of production or reproduction of the records. If 5858 records demanded, it shall also order the corporation and the
Page 201 of 280 Page 202 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
5859 custodian of the particular records demanded to pay the member’s 5888 (2) A corporation must deliver or make available the latest
5860 costs, including reasonable attorney attorney’s fees, reasonably 5889 annual financial statements to such member within 5 business
5861 incurred to obtain the order and enforce its rights under this 5890 days after the request if the annual financial statements have
5862 section unless the corporation establishes that the corporation, 5891 already been prepared and are available. If the annual financial
5863 or the officer, director, or agent, as the case may be, provides 5892 statements have not been prepared for the fiscal year requested,
5864 that it or he or she refused inspection in good faith because it 5893 the corporation must notify the member within 5 business days
5865 or he or she had: 5894 that the annual financial statements have not yet been prepared
5866 (a) A reasonable basis for doubt about the right of the 5895 and must deliver or make available such annual financial
5867 member to inspect or copy the records demanded; or 5896 statements to the member within 60 days after the corporation
5868 (b) Required reasonable restrictions on the disclosure, 5897 receives the request, or within such additional time thereafter
5869 use, or distribution of, and reasonable obligations to maintain 5898 as is reasonably necessary to enable the corporation to prepare
5870 the confidentiality of, such records demanded to which the 5899 its annual financial statements if, for reasons beyond the
5871 demanding member had been unwilling to agree. 5900 corporation’s control, it is unable to prepare its annual
5872 (3) If the court orders inspection or copying of the 5901 financial statements within the prescribed period.
5873 records demanded, it may impose reasonable restrictions on their 5902 (3) A corporation may fulfill its responsibilities under
5874 confidentiality and the use or distribution of the records by 5903 this section by delivering the specified annual financial
5875 the demanding member. 5904 statements by posting the specified annual financial statements
5876 Section 105. Section 617.1605, Florida Statutes, is amended 5905 on its website or by any other generally recognized means.
5877 to read: 5906 (4) Notwithstanding subsections (1), (2), and (3):
5878 617.1605 Financial reports for members.— 5907 (a) As a condition to delivering or making available annual
5879 (1) A corporation, upon a member’s written demand, shall 5908 financial statements to any requesting member, the corporation
5880 furnish that member its latest annual financial statements, 5909 may require the requesting member to agree to reasonable
5881 which may be consolidated or combined statements of the 5910 restrictions on the confidentiality, use, and distribution of
5882 corporation and one or more of its subsidiaries or affiliates, 5911 such annual financial statements; and
5883 as appropriate, and which include a balance sheet as of the end 5912 (b) The corporation may, if it reasonably determines that
5884 of the fiscal year and a statement of operations for that year. 5913 the member’s request is not made in good faith or for a proper
5885 If financial statements are prepared for the corporation on the 5914 purpose, decline to deliver or make available such annual
5886 basis of generally accepted accounting principles, the annual 5915 financial statements to that member.
5887 financial statements must also be prepared on such basis. 5916 (5) If a corporation does not respond to a member’s request
Page 203 of 280 Page 204 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
5917 for annual financial statements pursuant to this section within 5946 reasonable restrictions on the confidentiality, use, or
5918 the applicable period specified in subsection (2), all of the 5947 distribution of the annual financial statements or that the
5919 following apply: 5948 corporation had reasonably determined that the member’s request
5920 (a) The requesting member may apply to the circuit court in 5949 was not made in good faith or for a proper purpose.
5921 the applicable county for an order requiring delivery of or 5950 Section 106. Section 617.16051, Florida Statutes, is
5922 access to the requested annual financial statements. The court 5951 created to read:
5923 shall dispose of an application under this subsection on an 5952 617.16051 Inspection rights of directors.—
5924 expedited basis. 5953 (1) A director of a corporation is entitled to inspect and
5925 (b) If the court orders delivery or access to the requested 5954 copy the books, records, and documents of the corporation at any
5926 annual financial statements, it may impose reasonable 5955 reasonable time to the extent reasonably related to the
5927 restrictions on their confidentiality, use, or distribution. 5956 performance of the director’s duties as a director, including
5928 (c) In such proceeding, if the corporation has declined to 5957 duties as a member of a board committee, but not for any other
5929 deliver or make available such annual financial statements 5958 purpose or in any manner that would violate any duty to the
5930 because the member had been unwilling to agree to restrictions 5959 corporation or attorney-client privilege or work-product
5931 proposed by the corporation on the confidentiality, use, and 5960 privilege of the corporation.
5932 distribution of such financial statements, the corporation has 5961 (2) The circuit court of the applicable county may order
5933 the burden of demonstrating that the restrictions proposed by 5962 inspection and copying of the books, records, and documents at
5934 the corporation were reasonable. 5963 the corporation’s expense, upon application of a director who
5935 (d) In such a proceeding, if the corporation has declined 5964 has been refused such inspection rights, unless the corporation
5936 to deliver or make available such annual financial statements 5965 establishes that the director is not entitled to such inspection
5937 pursuant to this section, the corporation has the burden of 5966 rights. The court shall dispose of an application under this
5938 demonstrating that it reasonably determined that the member’s 5967 subsection on an expedited basis.
5939 request was not made in good faith or for a proper purpose. 5968 (3) If an order is issued, the court may include provisions
5940 (6) If the court orders delivery or access to the requested 5969 protecting the corporation from undue burden or expense and
5941 annual financial statements, it shall order the corporation to 5970 prohibiting the director from using information obtained upon
5942 pay the member’s expenses, including reasonable attorney fees, 5971 exercise of the inspection rights in a manner that would violate
5943 incurred to obtain such order unless the corporation establishes 5972 a duty to the corporation, and may also order the corporation to
5944 that it had refused delivery or access to the requested annual 5973 reimburse the director for the director’s costs, including
5945 financial statements because the member had refused to agree to 5974 reasonable attorney fees, incurred in connection with the
Page 205 of 280 Page 206 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
5975 application. 6004 act.
5976 Section 107. Section 617.1622, Florida Statutes, is amended 6005 (2) If an annual report contains the name and address of a
5977 to read: 6006 registered agent which differs from the information shown in the
5978 617.1622 Annual report for department of State.— 6007 records of the department immediately before the annual report
5979 (1) Each domestic corporation and each foreign corporation 6008 becomes effective, the differing information in the annual
5980 authorized to transact business conduct its affairs in this 6009 report is considered a statement of change under s. 617.0502 or
5981 state shall deliver to the department of State for filing an a 6010 s. 617.1508, as the case may be The deposit of such report, on
5982 sworn annual report, on such form as the Department of State 6011 or before May 1, in the United States mail in a sealed envelope,
5983 prescribes, that states the following sets forth: 6012 properly addressed with postage prepaid, constitutes compliance
5984 (a) The name of the corporation or, if a foreign 6013 with subsection (1).
5985 corporation, the name under which the foreign corporation is 6014 (3) If an annual report does not contain the information
5986 authorized to transact business in this state and the state or 6015 required by this section subsection (1), the department of State
5987 country under the law of which it is incorporated; 6016 shall promptly notify the reporting domestic corporation or
5988 (b) The date of its incorporation and or, if a foreign 6017 foreign corporation in writing and return the report to it for
5989 corporation, the jurisdiction of its incorporation and the date 6018 correction. If the report is corrected to contain the
5990 on which it became qualified to transact business was admitted 6019 information required by subsection (1) and delivered to the
5991 to conduct its affairs in this state; 6020 department of State within 30 days after the effective date of
5992 (c) The street address of its the principal office and the 6021 notice, it will is deemed to be considered timely delivered
5993 mailing address of the corporation; 6022 filed.
5994 (d) The corporation’s or foreign corporation’s federal 6023 (4) Each annual report must be executed by the corporation
5995 employer identification number, if any, or, if none, whether one 6024 by an officer or director or, if the corporation is in the hands
5996 has been applied for; 6025 of a receiver or trustee, must be executed on behalf of the
5997 (e) The names and business street addresses of its 6026 corporation by such receiver or trustee, and the signing of the
5998 directors and principal officers; and 6027 annual report shall have the same legal effect as if made under
5999 (f) The street address of its registered office in this 6028 oath, without the necessity of appending such oath thereto.
6000 state and the name of its registered agent at that office; and 6029 (5) The first annual report must be delivered to the department
6001 (g) Any such additional information that the department has 6030 of State between January 1 and May 1 of the year following the
6002 identified as may be necessary or appropriate to enable the 6031 calendar year in which a domestic corporation’s articles of
6003 department of State to carry out the provisions of this chapter 6032 incorporation became effective or a foreign corporation obtained
Page 207 of 280 Page 208 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
6033 its certificate of authority to transact business in this state 6062 called for in this section and may substitute the uniform
6034 corporation was incorporated or a foreign corporation was 6063 business report, pursuant to s. 606.06, as a means of satisfying
6035 authorized to conduct affairs. Subsequent annual reports must be 6064 the requirement of this chapter section.
6036 delivered to the department of State between January 1 and May 1 6065 (8) As a condition of a merger under s. 617.1101, each
6037 of each the subsequent calendar year thereafter. If one or more 6066 party to a merger which exists under the laws of this state, and
6038 forms of annual report are submitted for a calendar year, the 6067 each party to a merger which exists under the laws of another
6039 department shall file each of them and make the information 6068 jurisdiction and has a certificate of authority to transact
6040 contained in them part of the official record. The first form of 6069 business or conduct its affairs in this state, must be active
6041 annual report filed in a calendar year shall be considered the 6070 and current in filing its annual reports in the records of the
6042 annual report for that calendar year, and each report filed 6071 department through December 31 of the calendar year in which the
6043 after that one in the same calendar year shall be treated as an 6072 articles of merger are submitted to the department for filing.
6044 amended report for that calendar year years. 6073 (9) As a condition of a conversion of an entity to a
6045 (5)(6) Information in the annual report must be current as 6074 corporation under s. 617.1804, the entity, if it exists under
6046 of the date the annual report is delivered to the department for 6075 the laws of this state or if it exists under the laws of another
6047 filing executed on behalf of the corporation. 6076 jurisdiction and has a certificate of authority to transact
6048 (7) If an additional report is received, the department 6077 business or conduct its affairs in this state, must be active
6049 shall file the document and make the information contained 6078 and current in filing its annual reports in the records of the
6050 therein part of the official record. 6079 department through December 31 of the calendar year in which the
6051 (6)(8) Any domestic corporation or foreign corporation that 6080 articles of conversion are submitted to the department for
6052 fails to file an annual report that which complies with the 6081 filing.
6053 requirements of this section may not prosecute or maintain or 6082 (10) As a condition of a conversion of a domestic
6054 defend any action in any court of this state until the such 6083 corporation to another type of entity under s. 617.1804, the
6055 report is filed and all fees and penalties taxes due under this 6084 domestic corporation converting to the other type of entity must
6056 chapter act are paid, and such corporation is subject to 6085 be active and current in filing its annual reports in the
6057 dissolution or cancellation of its certificate of authority to 6086 records of the department through December 31 of the calendar
6058 transact business conduct its affairs as provided in this 6087 year in which the articles of conversion are submitted to the
6059 chapter act. 6088 department for filing.
6060 (7)(9) The department shall prescribe the forms, which may 6089 (11) As a condition of domestication of a domestic
6061 be in an electronic format, on which to make the annual report 6090 corporation into a foreign jurisdiction under s. 617.180301, the
Page 209 of 280 Page 210 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
6091 domestic corporation domesticating into a foreign jurisdiction 6120 corporation, which must be in writing; and
6092 must be active and current in filing its annual reports in the 6121 (e) The other terms and conditions of the domestication.
6093 records of the department through December 31 of the calendar 6122 (4) In addition to the requirements of subsection (3), a
6094 year in which the articles of domestication are submitted to the 6123 plan of domestication may contain any other provision not
6095 department for filing. 6124 prohibited by law.
6096 Section 108. Section 617.180301, Florida Statutes, is 6125 (5) The terms of a plan of domestication may be made
6097 created to read: 6126 dependent upon facts objectively ascertainable outside the plan
6098 617.180301 Domestication.— 6127 in accordance with s. 617.01201(10).
6099 (1) By complying with this section and ss. 617.18031- 6128 (6) If a protected agreement of a domesticating corporation
6100 617.18034, as applicable, a foreign corporation may become a 6129 in effect immediately before the domestication becomes effective
6101 domestic corporation if the domestication is permitted by the 6130 contains a provision applying to a merger of the corporation and
6102 organic law of the foreign corporation. 6131 the agreement does not refer to a domestication of the
6103 (2) By complying with this section and ss. 617.18031- 6132 corporation, the provision applies to a domestication of the
6104 617.18034, as applicable, a domestic corporation may become a 6133 corporation as if the domestication were a merger until such
6105 foreign corporation pursuant to a plan of domestication if the 6134 time as the provision is first amended after July 1, 2026.
6106 domestication is permitted by the organic law of the foreign 6135 Section 109. Section 617.18031, Florida Statutes, is
6107 corporation. 6136 created to read:
6108 (3) In a domestication under subsection (2), the 6137 617.18031 Action on a plan of domestication.—In the case of
6109 domesticating corporation must enter into a plan of 6138 a domestication of a domestic corporation into a foreign
6110 domestication. The plan of domestication must include: 6139 jurisdiction, the plan of domestication must be adopted in the
6111 (a) The name of the domesticating corporation; 6140 following manner:
6112 (b) The name and governing jurisdiction of the domesticated 6141 (1) Except as otherwise provided in the articles of
6113 corporation; 6142 incorporation or bylaws, the plan of domestication must first be
6114 (c) The manner and basis of cancelling or converting the 6143 adopted by the board of directors of such domestic corporation.
6115 eligible interests or other rights of the domesticating 6144 If the domesticating corporation does not have any members
6116 corporation into other eligible interests, obligations, rights 6145 entitled to vote on the domestication, a plan of domestication
6117 to acquire eligible interests, cash, other property, or any 6146 is adopted by the corporation when it has been adopted by the
6118 combination of the foregoing of the domesticated corporation; 6147 board of directors pursuant to this section.
6119 (d) The proposed organic rules of the domesticated 6148 (2) If the domesticating corporation has members entitled
Page 211 of 280 Page 212 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
6149 to vote on the domestication, the plan of domestication must be 6178 of a majority of the votes entitled to be cast on the plan; and
6150 approved by such members. In submitting the plan of 6179 (b) If any class of members is entitled to vote as a
6151 domestication to the members for approval, the board of 6180 separate group on the plan of domestication, the approval of
6152 directors shall recommend that the members approve the plan, 6181 each class of members voting as a separate voting group at a
6153 unless the board of directors makes a determination that because 6182 meeting at which a quorum of the voting group exists consisting
6154 of conflicts of interest or other special circumstances it 6183 of a majority of the votes entitled to be cast on the plan by
6155 should not make such a recommendation, in which case the board 6184 that voting group.
6156 of directors must inform the members of the basis for its so 6185 (6) The articles of incorporation may expressly limit or
6157 proceeding without such recommendation. 6186 eliminate the separate voting rights provided in paragraph
6158 (3) The board of directors may set conditions for approval 6187 (5)(b) as to any class of members, except when the public
6159 of the plan of domestication by the members or the effectiveness 6188 organic rules of the foreign corporation resulting from the
6160 of the plan of domestication. 6189 domestication include what would be in effect an amendment that
6161 (4) If the plan of domestication is required to be approved 6190 would entitle the class to vote as a separate voting group if it
6162 by the members, and if the approval of the members is to be 6191 were a proposed amendment of the articles of incorporation of a
6163 given at a meeting, the corporation must notify each member 6192 domestic domesticating corporation.
6164 entitled to vote on the domestication of the meeting of members 6193 (7) If, as a result of a domestication, one or more members
6165 at which the plan of domestication is to be submitted for 6194 of a domestic domesticating corporation would become subject to
6166 approval. The notice must state that the purpose, or one of the 6195 interest holder liability, approval of the plan of domestication
6167 purposes, of the meeting is to consider the plan of 6196 must require the signing in connection with the domestication,
6168 domestication and must contain or be accompanied by a copy of 6197 by each such member, of a separate written consent to become
6169 the plan. The notice must include or be accompanied by a written 6198 subject to such interest holder liability, unless in the case of
6170 copy of the organic rules of the domesticated corporation as 6199 a member that already has interest holder liability with respect
6171 they will be in effect immediately after the domestication. 6200 to the domesticating corporation, the terms and conditions of
6172 (5) Unless this chapter, the articles of incorporation, the 6201 the interest holder liability with respect to the domesticated
6173 bylaws, or the board of directors acting pursuant to subsection 6202 corporation are substantially identical to those of the existing
6174 (3) require a greater vote or a greater quorum in the respective 6203 interest holder liability, other than for changes that eliminate
6175 case, approval of the plan of domestication requires: 6204 or reduce such interest holder liability.
6176 (a) The approval of the members entitled to vote on the 6205 (8) In addition to the adoption and approval of the plan of
6177 domestication at a meeting at which a quorum exists consisting 6206 domestication by the board of directors and any members entitled
Page 213 of 280 Page 214 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
6207 to vote on the domestication as required by this section, the 6236 attached to the articles of domestication. Provisions that would
6208 plan of domestication must be approved in writing by any person 6237 not be required to be included in restated articles of
6209 or group of persons whose approval is required under the 6238 incorporation may be omitted from the articles of incorporation
6210 articles of incorporation or bylaws or whose approval is 6239 attached to the articles of domestication.
6211 required to amend the articles of incorporation or bylaws. 6240 (4) The articles of domestication shall be delivered to the
6212 Section 110. Section 617.18032, Florida Statutes, is 6241 department for filing and shall take effect on the effective
6213 created to read: 6242 date determined in accordance with s. 617.0123.
6214 617.18032 Articles of incorporation; effectiveness.— 6243 (5)(a) If the domesticated corporation is a domestic
6215 (1) Articles of domestication must be signed by the 6244 corporation, the domestication becomes effective when the
6216 domesticating corporation after: 6245 articles of domestication are effective.
6217 (a) A plan of domestication of a domestic corporation has 6246 (b) If the domesticated corporation is a foreign
6218 been adopted and approved as required by this chapter; or 6247 corporation, the domestication becomes effective on the later of
6219 (b) A foreign corporation that is the domesticating 6248 the date and time provided by the organic law of the
6220 corporation has approved a domestication as required by this 6249 domesticated corporation or when the articles of domestication
6221 chapter and under the foreign corporation’s organic law. 6250 are effective.
6222 (2) Articles of domestication must set forth: 6251 (6) If the domesticating corporation is a foreign
6223 (a) The name of the domesticating corporation and its 6252 corporation that is qualified to transact business in this state
6224 governing jurisdiction; 6253 under ss. 617.1501-617.1532, its certificate of authority is
6225 (b) The name and governing jurisdiction of the domesticated 6254 automatically canceled when the domestication becomes effective.
6226 corporation; and 6255 (7) A copy of the articles of domestication, certified by
6227 (c)1. If the domesticating corporation is a domestic 6256 the department, may be filed in the official records of any
6228 corporation, a statement that the plan of domestication was 6257 county in this state in which the domesticating corporation
6229 approved in accordance with this chapter; or 6258 holds an interest in real property.
6230 2. If the domesticating corporation is a foreign 6259 Section 111. Section 617.18033, Florida Statutes, is
6231 corporation, a statement that the domestication was approved in 6260 created to read:
6232 accordance with its organic law. 6261 617.18033 Amendment of a plan of domestication;
6233 (3) If the domesticated corporation is to be a domestic 6262 abandonment.—
6234 corporation, articles of incorporation of the domesticated 6263 (1) Except as otherwise provided in the plan of
6235 corporation that satisfy the requirements of s. 617.0202 must be 6264 domestication and before the articles of domestication have
Page 215 of 280 Page 216 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
6265 taken effect, a plan of domestication of a domestic corporation 6294 in the plan or, if no such procedures are set forth in the plan,
6266 adopted under s. 617.180301(3) may be amended: 6295 in the manner determined by the board of directors of the
6267 (a) In the same manner as the plan of domestication was 6296 domestic corporation.
6268 approved, if the plan does not provide for the manner in which 6297 (3) If a domestication is abandoned after the articles of
6269 it may be amended; or 6298 domestication have been delivered to the department for filing
6270 (b) In the manner provided in the plan of domestication, 6299 but before the articles of domestication become effective, a
6271 except that an interest holder who was entitled to vote on or 6300 statement of abandonment signed by the domesticating corporation
6272 consent to approval of the plan is entitled to vote on or 6301 must be delivered to the department for filing before the
6273 consent to any amendment of the plan which will change: 6302 articles of domestication become effective. The statement shall
6274 1. The amount or kind of eligible interests or other 6303 take effect upon filing, and the domestication shall be deemed
6275 rights, obligations, rights to acquire eligible interests, cash, 6304 abandoned and may not become effective. The statement of
6276 other property, or any combination of the foregoing, to be 6305 abandonment must contain:
6277 received by any of the interest holders of the domesticating 6306 (a) The name of the domesticating corporation;
6278 corporation under the plan; 6307 (b) The date on which the articles of domestication were
6279 2. The organic rules of the domesticated corporation that 6308 filed by the department; and
6280 are to be in writing and that will be in effect immediately 6309 (c) A statement that the domestication has been abandoned
6281 after the domestication becomes effective, except for changes 6310 in accordance with this section.
6282 that do not require approval of the interest holder of the 6311 Section 112. Section 617.18034, Florida Statutes, is
6283 domesticated corporation under its proposed organic rules as set 6312 created to read:
6284 forth in the plan of domestication; or 6313 617.18034 Effect of domestication.—
6285 3. Any of the other terms or conditions of the plan, if the 6314 (1) When a domestication becomes effective:
6286 change would adversely affect the interest holder in any 6315 (a) All real property and other property owned by the
6287 material respect. 6316 domesticating corporation, including any interests therein and
6288 (2) After a plan of domestication has been adopted and 6317 all title thereto, and every contract right and other right
6289 approved by a domestic corporation as required by this chapter, 6318 possessed by the domesticating corporation, are the property,
6290 and before the articles of domestication have become effective, 6319 contract rights, and other rights of the domesticated
6291 the plan may be abandoned by the corporation in the same manner 6320 corporation without transfer, reversion, or impairment;
6292 as the plan was approved by the corporation without action by 6321 (b) All debts, obligations, and other liabilities of the
6293 its interest holders in accordance with any procedures set forth 6322 domesticating corporation are the debts, obligations, and other
Page 217 of 280 Page 218 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
6323 liabilities of the domesticated corporation; 6352 interest holder liability with respect to any interest holder
6324 (c) The name of the domesticated corporation may be, but 6353 liabilities that arose before the domestication becomes
6325 need not be, substituted for the name of the domesticating 6354 effective.
6326 corporation in any pending action or proceeding; 6355 (b) The organic law of the domesticating corporation must
6327 (d) The organic rules of the domesticated corporation 6356 continue to apply to the collection or discharge of any interest
6328 become effective; 6357 holder liabilities preserved by paragraph (a), as if the
6329 (e) The eligible interests or other rights of the 6358 domestication had not occurred.
6330 domesticating corporation are cancelled or reclassified into 6359 (c) The interest holder shall have such rights of
6331 eligible interests or other rights, obligations, rights to 6360 contribution from other persons as are provided by the organic
6332 acquire eligible interests, cash, other property, or any 6361 law of the domesticating corporation with respect to any
6333 combination of the foregoing, in accordance with the terms of 6362 interest holder liabilities preserved by paragraph (a), as if
6334 the domestication, and the interest holders of the domesticating 6363 the domestication had not occurred.
6335 corporation are entitled only to the rights provided to them by 6364 (d) The interest holder may not, by reason of such prior
6336 those terms; and 6365 interest holder liability, have interest holder liability with
6337 (f) The domesticated corporation is: 6366 respect to any interest holder liabilities that are incurred
6338 1. Incorporated under and subject to the organic law of the 6367 after the domestication becomes effective.
6339 domesticated corporation; 6368 (3) An interest holder who becomes subject to interest
6340 2. The same corporation, without interruption, as the 6369 holder liability in respect of the domesticated corporation as a
6341 domesticating corporation; and 6370 result of the domestication has such interest holder liability
6342 3. Deemed to have been incorporated on the date the 6371 only with respect to interest holder liabilities that arise
6343 domesticating corporation was originally incorporated. 6372 after the domestication becomes effective.
6344 (2) Except as otherwise provided in the organic law or 6373 (4) A domestication does not constitute or cause the
6345 organic rules of a domesticating foreign corporation, the 6374 dissolution of the domesticating corporation.
6346 interest holder liability of an interest holder in a foreign 6375 (5) Property held in trust or otherwise dedicated to a
6347 corporation that is domesticated into this state who had 6376 charitable purpose and held by a domestic or foreign corporation
6348 interest holder liability with respect to such domesticating 6377 immediately before a domestication becomes effective may not, as
6349 corporation before the domestication becomes effective must be 6378 a result of the domestication, be diverted from the purposes for
6350 as follows: 6379 which it was donated, granted, devised, or otherwise transferred
6351 (a) The domestication does not discharge that prior 6380 except pursuant to the laws of this state addressing cy pres or
Page 219 of 280 Page 220 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
6381 dealing with nondiversion of charitable assets. 6410 the foreign eligible entity permits it to become a nonprofit
6382 (6) A bequest, devise, gift, grant, or promise contained in 6411 corporation in another jurisdiction.
6383 a will or other instrument of donation, subscription, or 6412 (4) If a protected agreement of a domestic converting
6384 conveyance which is made to the domesticating corporation, and 6413 corporation in effect immediately before the conversion becomes
6385 which takes effect or remains payable after the domestication 6414 effective contains a provision applying to a merger of the
6386 inures to the domesticated corporation. 6415 corporation that is a converting corporation and the agreement
6387 (7) A trust obligation that would govern property if 6416 does not refer to a conversion of the corporation, the provision
6388 transferred to the domesticating corporation applies to property 6417 applies to a conversion of the corporation as if the conversion
6389 that is to be transferred to the domesticated corporation after 6418 were a merger, until such time as the provision is first amended
6390 the domestication takes effect. 6419 after July 1, 2026.
6391 Section 113. Section 617.1804, Florida Statutes, is created 6420 Section 114. Section 617.18041, Florida Statutes, is
6392 to read: 6421 created to read:
6393 617.1804 Conversion.— 6422 617.18041 Limitation on conversion.—A domestic corporation
6394 (1) By complying with this chapter, including being 6423 that holds property for a charitable purpose is prohibited from
6395 eligible under s. 617.18041, adopting a plan of conversion in 6424 becoming a domestic eligible entity or a foreign eligible
6396 accordance with s. 617.18042, and complying with s. 617.18043, a 6425 entity, except by domestication to become a foreign corporation.
6397 domestic corporation may become: 6426 Section 115. Section 617.18042, Florida Statutes, is
6398 (a) A domestic eligible entity, other than a domestic 6427 created to read:
6399 corporation; or 6428 617.18042 Plan of conversion.—
6400 (b) If the conversion is permitted by the organic law of 6429 (1) A domestic corporation may convert to a domestic or
6401 the foreign eligible entity, a foreign eligible entity. 6430 foreign eligible entity under this chapter by approving a plan
6402 (2) By complying with this section and ss. 617.18042- 6431 of conversion. The plan of conversion must include all of the
6403 617.18046, as applicable, and applicable provisions of its 6432 following:
6404 organic law, a domestic eligible entity other than a domestic 6433 (a) The name of the domestic converting corporation.
6405 corporation may become a domestic corporation. 6434 (b) The name, governing jurisdiction, and type of entity of
6406 (3) By complying with this section and ss. 617.18042- 6435 the converted eligible entity.
6407 617.18046, as applicable, and by complying with the applicable 6436 (c) The manner and basis of canceling or converting the
6408 provisions of its organic law, a foreign eligible entity may 6437 eligible interests or other rights of the domestic corporation;
6409 become a domestic corporation, but only if the organic law of 6438 or the rights to acquire eligible interests, obligations, or any
Page 221 of 280 Page 222 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
6439 combination of the foregoing of the domestic corporation, into: 6468 converting corporation does not have any members entitled to
6440 1. Shares. 6469 vote on the conversion, a plan of conversion is adopted by the
6441 2. Other securities. 6470 corporation when it has been adopted by the board of directors
6442 3. Eligible interests. 6471 pursuant to this section.
6443 4. Obligations. 6472 (2)(a) If the converting corporation has members entitled
6444 5. Rights to acquire shares, other securities, or eligible 6473 to vote on the conversion, the plan of conversion must then be
6445 interests. 6474 approved by such members.
6446 6. Cash. 6475 (b) In submitting the plan of conversion to the members for
6447 7. Other property. 6476 approval, the board of directors must recommend that the members
6448 8. Other rights. 6477 approve the plan of conversion, unless the board of directors
6449 (d) The other terms and conditions of the conversion. 6478 makes a determination that because of conflicts of interest or
6450 (e) The full text, as it will be in effect immediately 6479 other special circumstances it should not make such a
6451 after the conversion becomes effective, of the organic rules of 6480 recommendation, in which case the board of directors must inform
6452 the converted eligible entity, which are to be in writing. 6481 the members of the basis for proceeding without such
6453 (2) In addition to the requirements of subsection (1), a 6482 recommendation.
6454 plan of conversion may contain any other provision not 6483 (3) The board of directors may set conditions for approval
6455 prohibited by law. 6484 of the plan of conversion by the members or the effectiveness of
6456 (3) The terms of a plan of conversion may be made dependent 6485 the plan of conversion.
6457 upon facts objectively ascertainable outside the plan in 6486 (4) If a plan of conversion is required to be approved by
6458 accordance with s. 617.01201(10). 6487 the members, and if the approval of the members is to be given
6459 Section 116. Section 617.18043, Florida Statutes, is 6488 at a meeting, the corporation must notify each member entitled
6460 created to read: 6489 to vote on the conversion of the meeting of members at which the
6461 617.18043 Action on a plan of conversion.—In the case of a 6490 plan of conversion is to be submitted for approval. The notice
6462 conversion of a domestic corporation to a domestic or foreign 6491 must state that the purpose, or one of the purposes, of the
6463 eligible entity other than a domestic corporation, the plan of 6492 meeting is to consider the plan of conversion and must contain
6464 conversion must be adopted in the following manner: 6493 or be accompanied by a copy of the plan. The notice must include
6465 (1) Except as provided in the articles of incorporation or 6494 or be accompanied by a written copy of the organic rules of the
6466 bylaws, the plan of conversion must first be adopted by the 6495 converted eligible entity as they will be in effect immediately
6467 board of directors of such domestic corporation. If the 6496 after the conversion.
Page 223 of 280 Page 224 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
6497 (5) Unless this chapter, the articles of incorporation, 6526 unless such member specifically consents in writing to becoming
6498 bylaws, or the board of directors acting pursuant to subsection 6527 a general partner of such partnership or limited partnership,
6499 (3) require a greater vote or a greater quorum in the respective 6528 and, unless such written consent is obtained from each such
6500 case, approval of the plan of conversion requires: 6529 member, such conversion may not become effective under s.
6501 (a) The approval of the members entitled to vote on the 6530 617.18044. Any member providing such consent in writing is
6502 conversion at a meeting at which a quorum exists consisting of a 6531 deemed to have voted in favor of the plan of conversion pursuant
6503 majority of the votes entitled to be cast on the plan; and 6532 to which the member became a general partner.
6504 (b) If any class of members is entitled to vote as a 6533 (8) In addition to the adoption and approval of the plan of
6505 separate group on the plan of conversion, the approval of each 6534 conversion by the board of directors and any members entitled to
6506 class of members voting as a separate voting group at a meeting 6535 vote on the conversion as required by this section, the plan of
6507 at which a quorum of the voting group exists consisting of a 6536 conversion must also be approved in writing by any person or
6508 majority of the votes entitled to be cast on the plan by that 6537 group of persons whose approval is required under the articles
6509 voting group. 6538 of incorporation or bylaws or whose approval is required to
6510 (6) If, as a result of the conversion, one or more members 6539 amend the articles of incorporation or bylaws.
6511 of the converting domestic corporation would become subject to 6540 Section 117. Section 617.18044, Florida Statutes, is
6512 interest holder liability, approval of the plan of conversion 6541 created to read:
6513 must require the signing in connection with the conversion, by 6542 617.18044 Articles of conversion; effectiveness.—
6514 each such member, of a separate written consent to become 6543 (1) After a plan of conversion of a domestic corporation
6515 subject to such interest holder liability, unless in the case of 6544 has been adopted and approved as required by this chapter, or a
6516 a member that already has interest holder liability with respect 6545 domestic or foreign eligible entity, other than a domestic
6517 to the converting corporation, the terms and conditions of the 6546 corporation, that is the converting eligible entity has approved
6518 interest holder liability with respect to the converted entity 6547 a conversion as required by its organic law, articles of
6519 are substantially identical to those of the existing interest 6548 conversion must be signed by the converting eligible entity as
6520 holder liability, other than for changes that eliminate or 6549 required by s. 617.01201 and must:
6521 reduce such interest holder liability. 6550 (a) State the name, governing jurisdiction, and type of
6522 (7) If the converted eligible entity is a partnership or 6551 entity of the converting eligible entity;
6523 limited partnership, a member of the converting domestic 6552 (b) State the name, governing jurisdiction, and type of
6524 corporation may not, as a result of the conversion, become a 6553 entity of the converted eligible entity;
6525 general partner of the partnership or limited partnership, 6554 (c) If the converting eligible entity is:
Page 225 of 280 Page 226 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
6555 1. A domestic corporation, state that the plan of 6584 articles of conversion are effective.
6556 conversion was approved in accordance with this chapter; or 6585 (b) If the converted eligible entity is a foreign eligible
6557 2. A domestic or foreign eligible entity other than a 6586 entity, the conversion becomes effective at the later of:
6558 domestic corporation, state that the conversion was approved by 6587 1. The date and time provided by the organic law of that
6559 the eligible entity in accordance with its organic law; and 6588 eligible entity; or
6560 (d) If the converted eligible entity is: 6589 2. When the articles of conversion take effect.
6561 1. A domestic corporation or a domestic or foreign eligible 6590 (5) Articles of conversion required to be filed under this
6562 entity that is not a domestic corporation, attach the public 6591 section may be combined with any filing required under the
6563 organic record of the converted eligible entity, except that 6592 organic law of a domestic eligible entity that is the converting
6564 provisions that would not be required to be included in a 6593 eligible entity or the converted eligible entity if the combined
6565 restated public organic record may be omitted; or 6594 filing satisfies the requirements of both this section and the
6566 2. A domestic limited liability partnership, attach the 6595 other organic law.
6567 filing or filings required to become a domestic limited 6596 (6) If the converting eligible entity is a foreign eligible
6568 liability partnership. 6597 entity that is authorized to transact business in this state
6569 (2) If the converted eligible entity is a domestic 6598 under a law similar to ss. 617.1501-617.1532, its foreign
6570 corporation, its articles of incorporation must satisfy the 6599 qualification is canceled automatically on the effective date of
6571 requirements of s. 617.0202, except that provisions that would 6600 its conversion.
6572 not be required to be included in restated articles of 6601 (7) A copy of the articles of conversion, certified by the
6573 incorporation may be omitted from the articles of incorporation. 6602 department, may be filed in the official records of any county
6574 If the converted eligible entity is a domestic eligible entity 6603 in this state in which the converting eligible entity holds an
6575 that is not a domestic corporation, its public organic record, 6604 interest in real property.
6576 if any, must satisfy the applicable requirements of the organic 6605 Section 118. Section 617.18045, Florida Statutes, is
6577 law of this state, except that the public organic record does 6606 created to read:
6578 not need to be signed. 6607 617.18045 Amendment to a plan of conversion; abandonment.—
6579 (3) The articles of conversion must be delivered to the 6608 (1) Except as otherwise provided in the plan of conversion
6580 department for filing and shall take effect on the effective 6609 and before the articles of conversion have taken effect, a plan
6581 date determined in accordance with s. 617.0123. 6610 of conversion of a converting eligible entity that is a domestic
6582 (4)(a) If the converted eligible entity is a domestic 6611 corporation may be amended:
6583 eligible entity, the conversion becomes effective when the 6612 (a) In the same manner as the plan of conversion was
Page 227 of 280 Page 228 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
6613 approved, if the plan does not provide for the manner in which 6642 before the articles of conversion have become effective, a
6614 it may be amended; or 6643 statement of abandonment signed by the converting eligible
6615 (b) In the manner provided in the plan of conversion, 6644 entity must be delivered to the department for filing before the
6616 except that an interest holder that was entitled to vote on or 6645 articles of conversion become effective. The statement takes
6617 consent to approval of the plan is entitled to vote on or 6646 effect upon filing, and the conversion is deemed abandoned and
6618 consent to any amendment of the plan which will change: 6647 may not become effective. The statement of abandonment must
6619 1. The amount or kind of interests; obligations; rights to 6648 contain:
6620 acquire other interests; cash; other property; or any 6649 (a) The name of the converting eligible entity;
6621 combination of the foregoing, to be received by any of the 6650 (b) The date on which the articles of conversion were filed
6622 interest holders of the converting corporation under the plan; 6651 by the department; and
6623 2. The organic rules of the converted eligible entity which 6652 (c) A statement that the conversion has been abandoned in
6624 will be in effect immediately after the conversion becomes 6653 accordance with this section.
6625 effective, except for changes that do not require approval of 6654 Section 119. Section 617.18046, Florida Statutes, is
6626 the eligible interest holders of the converted eligible entity 6655 created to read:
6627 under its organic law or organic rules; or 6656 617.18046 Effect of conversion.—
6628 3. Any other terms or conditions of the plan, if the change 6657 (1) When a conversion becomes effective:
6629 would adversely affect such interest holders in any material 6658 (a) All real property and other property owned by the
6630 respect. 6659 converting eligible entity, including any interest therein and
6631 (2) After a plan of conversion has been adopted and 6660 all title thereto, and every contract right and other right
6632 approved by a converting eligible entity that is a domestic 6661 possessed by the converting eligible entity remain the property,
6633 corporation in the manner required by this chapter and before 6662 contract rights, and other rights of the converted eligible
6634 the articles of conversion become effective, the plan may be 6663 entity without transfer, reversion, or impairment;
6635 abandoned by the domestic corporation without action by its 6664 (b) All debts, obligations, and other liabilities of the
6636 interest holders in accordance with any procedures set forth in 6665 converting eligible entity remain the debts, obligations, and
6637 the plan or, if no such procedures are set forth in the plan, in 6666 other liabilities of the converted eligible entity;
6638 the manner determined by the board of directors of the domestic 6667 (c) The name of the converted eligible entity may be
6639 corporation. 6668 substituted for the name of the converting eligible entity in
6640 (3) If a conversion is abandoned after the articles of 6669 any pending action or proceeding;
6641 conversion have been delivered to the department for filing but 6670 (d) If the converted eligible entity is a filing entity, a
Page 229 of 280 Page 230 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
6671 domestic corporation, or a domestic or foreign corporation, its 6700 law or organic rules of a domestic or foreign eligible entity
6672 public organic record and its private organic rules become 6701 other than a domestic corporation, a member or eligible interest
6673 effective; 6702 holder who becomes subject to interest holder liability in
6674 (e) If the converted eligible entity is a nonfiling entity, 6703 respect of a domestic corporation or domestic or foreign
6675 its private organic rules become effective; 6704 eligible entity other than a domestic corporation as a result of
6676 (f) If the converted eligible entity is a limited liability 6705 the conversion shall have such interest holder liability only in
6677 partnership, the filing required to become a limited liability 6706 respect of interest holder liabilities that arise after the
6678 partnership and its private organic rules become effective; 6707 conversion becomes effective.
6679 (g) The shares; obligations; eligible interests; other 6708 (3) Except as otherwise provided in the organic law or the
6680 securities; and rights to acquire shares, obligations, eligible 6709 organic rules of the domestic or foreign eligible entity, the
6681 interests, or other securities of the converting eligible entity 6710 interest holder liability of an interest holder in a converting
6682 are reclassified into shares; obligations; eligible interests; 6711 eligible entity that converts to a domestic corporation who had
6683 other securities; and rights to acquire shares, obligations, 6712 interest holder liability in respect of such converting eligible
6684 eligible interests, or other securities; or eligible interests, 6713 entity before the conversion becomes effective is as follows:
6685 cash; other property; or any combination of the foregoing, in 6714 (a) The conversion does not discharge that prior interest
6686 accordance with the terms of the conversion, and the members or 6715 holder liability with respect to any interest holder liabilities
6687 interest holders of the converting eligible entity are entitled 6716 that arose before the conversion became effective.
6688 only to the rights provided to them by those terms or under the 6717 (b) The organic law of the eligible entity continues to
6689 organic law of the converting eligible entity; and 6718 apply to the collection or discharge of any interest holder
6690 (h) The converted eligible entity is: 6719 liabilities preserved by paragraph (a), as if the conversion had
6691 1. Deemed to be incorporated or organized under and subject 6720 not occurred.
6692 to the organic law of the converted eligible entity; 6721 (c) The eligible interest holder has such rights of
6693 2. Deemed to be the same entity without interruption as the 6722 contribution from other persons as are provided by the organic
6694 converting eligible entity; and 6723 law of the eligible entity with respect to any interest holder
6695 3. Deemed to have been incorporated or otherwise organized 6724 liabilities preserved by paragraph (a), as if the conversion had
6696 on the date that the converting eligible entity was originally 6725 not occurred.
6697 incorporated or organized. 6726 (d) The eligible interest holder may not, by reason of such
6698 (2) Except as otherwise provided in the articles of 6727 prior interest holder liability, have interest holder liability
6699 incorporation or bylaws of a domestic corporation or the organic 6728 with respect to any interest holder liabilities that arise after
Page 231 of 280 Page 232 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
6729 the conversion becomes effective. 6758 of 2 consecutive years, or whose membership has so diminished in
6730 (4) A conversion does not require the converting eligible 6759 numbers or in financial strength as to render it impossible for
6731 entity to wind up its affairs and does not constitute or cause 6760 such church or society to maintain religious worship or
6732 the dissolution or termination of the entity. 6761 services, or to protect its property from exposure to waste and
6733 (5) Property held for charitable purposes under the laws of 6762 dilapidation for a period of 2 years, shall be extinct. Upon an
6734 this state by a domestic or foreign eligible entity immediately 6763 action filed by a member of the church or religious society, the
6735 before a conversion becomes effective may not, as a result of 6764 facts being established to the satisfaction of the circuit court
6736 the conversion, be diverted from the purposes for which it was 6765 in and for the county in which such church or society has been
6737 donated, granted, devised, or otherwise transferred except and 6766 situated, an order of such court may be made dissolving the
6738 to the extent permitted by or pursuant to the laws of this state 6767 church or religious society and the property of such church or
6739 addressing cy pres or dealing with nondiversion of charitable 6768 society, or the property which may be held in trust for such
6740 assets. 6769 church or society, may by court order be transferred to and the
6741 (6) Any bequest, devise, gift, grant, or promise contained 6770 title and possession thereof vested in the denomination of which
6742 in a will or other instrument of donation, subscription, or 6771 such church or society was a member. A copy of the decree of
6743 conveyance which is made to the converting eligible entity and 6772 dissolution must shall be filed with the department of State.
6744 which takes effect or remains payable after the conversion 6773 Section 121. Section 617.2006, Florida Statutes, is amended
6745 inures to the converted eligible entity. 6774 to read:
6746 (7) A trust obligation that would govern property if 6775 617.2006 Incorporation of labor unions or bodies.—
6747 transferred to the converting eligible entity applies to 6776 (1) Any group or combination of groups of workers or wage
6748 property that is to be transferred to the converted eligible 6777 earners, bearing the name labor, organized labor, federation of
6749 entity after the conversion becomes effective. 6778 labor, brotherhood of labor, union labor, union labor committee,
6750 Section 120. Section 617.2005, Florida Statutes, is amended 6779 trade union, trades union, union labor council, building trades
6751 to read: 6780 council, building trades union, allied trades union, central
6752 617.2005 Extinct churches and religious societies; 6781 labor body, central labor union, federated trades council, local
6753 dissolution.—Any church or religious society in this state which 6782 union, state union, national union, international union,
6754 has ceased or failed to maintain religious worship or service, 6783 district labor council, district labor union, American
6755 or to use its property for religious worship or services 6784 Federation of Labor, Florida Federation of Labor, or any
6756 according to the tenets, usages, and customs of a church of the 6785 component parts or significant words of such terms, whether the
6757 denomination of which it is a member in this state for the space 6786 same be used in juxtaposition or with interspace, may be
Page 233 of 280 Page 234 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
6787 incorporated under this chapter act. 6816 the petition, and the giving of such notice, the circuit judge
6788 (2)(1) In addition to the requirements of ss. 617.02011 and 6817 to whom such petition may be addressed shall, upon the date
6789 617.0202, the articles of incorporation for a labor union or 6818 stated in such notice, take testimony and inquire into the
6790 body must shall set forth the necessity for the incorporation, 6819 admissions and purposes of such organization and the necessity
6791 shall be subscribed to by not less than five persons, and shall 6820 therefor, and upon such hearing, if the circuit judge shall be
6792 be acknowledged by all of the subscribers, who shall also make 6821 satisfied that the allegations set forth in the petition and
6793 and subscribe to an oath, to be endorsed on the articles of 6822 articles of incorporation have been substantiated, and shall
6794 incorporation, that it is intended in good faith to carry out 6823 find that such organization will not be harmful to the community
6795 the purposes and objects set forth in the articles of 6824 in which it proposes to operate, or to the state, and that it is
6796 incorporation. The articles of incorporation shall be filed in 6825 intended in good faith to carry out the purposes and objects set
6797 the office of the clerk of the circuit court of the county in 6826 forth in the articles of incorporation, and that there is a
6798 which the labor union or body is organized, and the approval of 6827 necessity therefor, the judge shall approve the articles of
6799 the judge of the circuit court shall be obtained. 6828 incorporation and endorse his or her approval thereon. Upon the
6800 (2) The subscribers of the articles of incorporation shall 6829 filing of the articles of incorporation with its endorsements
6801 give notice of their intention to obtain approval thereof by the 6830 thereupon with the Department of State and payment of the filing
6802 circuit judge. Such notice shall state the name of the judge, 6831 fees specified in s. 617.0122, the subscribers and their
6803 the date the articles of incorporation will be presented, and 6832 associates and successors shall be a corporation by the name
6804 the general nature and necessity of the articles of 6833 given.
6805 incorporation. Notice shall be published in a newspaper of 6834 (5) Any person may intervene by filing an answer to the
6806 general circulation in the county in which the labor union or 6835 petition stating his or her reasons, if any, and be heard
6807 body is organized at least once, or posted at the courthouse 6836 thereon, why the circuit judge shall not approve the articles of
6808 door in counties having no newspapers, at least 10 days prior to 6837 incorporation.
6809 the date the articles of incorporation will be presented to the 6838 (6) The existence, amendment of the articles of
6810 judge. 6839 incorporation, and dissolution of any such corporation shall be
6811 (3) When presented to the judge, the articles of 6840 in accordance with this act.
6812 incorporation shall be accompanied by a petition, signed and 6841 Section 122. Subsection (7) of section 39.8298, Florida
6813 sworn to by the subscribers, stating fully the aims and purposes 6842 Statutes, is amended to read:
6814 of such organization and the necessity therefor. 6843 39.8298 Guardian ad Litem direct-support organization.—
6815 (4) Upon the filing of the articles of incorporation and 6844 (7) LIMITS ON DIRECT-SUPPORT ORGANIZATION.—The direct-
Page 235 of 280 Page 236 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
6845 support organization shall not exercise any power under s. 6874 617.0102 Reservation of power to amend or repeal.—The
6846 617.0302(11) or (15) s. 617.0302(12) or (16). No state employee 6875 Legislature has the power to amend or repeal all or part of this
6847 shall receive compensation from the direct-support organization 6876 chapter act at any time, and all domestic and foreign
6848 for service on the board of directors or for services rendered 6877 corporations subject to this chapter act shall be governed by
6849 to the direct-support organization. 6878 the amendment or repeal.
6850 Section 123. Paragraph (a) of subsection (2) of section 6879 Section 126. Section 617.0121, Florida Statutes, is amended
6851 381.00316, Florida Statutes, is amended to read: 6880 to read:
6852 381.00316 Discrimination by governmental and business 6881 617.0121 Forms.—
6853 entities based on health care choices; prohibition.— 6882 (1) The department of State may prescribe and furnish on
6854 (2) As used in this section, the term: 6883 request forms for:
6855 (a) “Business entity” has the same meaning as in s. 606.03. 6884 (a) An application for certificate of status,
6856 The term also includes a charitable organization as defined in 6885 (b) A foreign corporation’s application for certificate of
6857 s. 496.404, a nonprofit corporation not for profit as defined in 6886 authority to conduct its affairs in the state,
6858 s. 617.01401, or any other business operating in this state. 6887 (c) A foreign corporation’s application for certificate of
6859 Section 124. Subsection (6) of section 605.1025, Florida 6888 withdrawal, and
6860 Statutes, is amended to read: 6889 (d) The annual report, for which the department may
6861 605.1025 Articles of merger.— 6890 prescribe the use of the uniform business report, pursuant to s.
6862 (6) A limited liability company is not required to deliver 6891 606.06.
6863 articles of merger for filing pursuant to subsection (1) if the 6892
6864 limited liability company is named as a merging entity or 6893 If the department of State so requires, the use of these forms
6865 surviving entity in articles of merger or a certificate of 6894 are shall be mandatory.
6866 merger filed for the same merger in accordance with s. 607.1105, 6895 (2) The department of State may prescribe and furnish on
6867 s. 617.1108, s. 620.2108(3), or s. 620.8918(3), and if such 6896 request forms for other documents required or permitted to be
6868 articles of merger or certificate of merger substantially comply 6897 filed by this chapter act, but their use may shall not be
6869 with the requirements of this section. In such a case, the other 6898 mandatory.
6870 articles of merger or certificate of merger may also be used for 6899 Section 127. Section 617.0122, Florida Statutes, is amended
6871 purposes of subsection (5). 6900 to read:
6872 Section 125. Section 617.0102, Florida Statutes, is amended 6901 617.0122 Fees for filing documents and issuing
6873 to read: 6902 certificates.—The department of State shall collect the
Page 237 of 280 Page 238 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
6903 following fees on documents delivered to the department for 6932 (18) Articles of correction: $35.
6904 filing: 6933 (19) Application for certificate of status: $8.75.
6905 (1) Articles of incorporation: $35. 6934 (20) Certified copy of document: $52.50.
6906 (2) Application for registered name: $87.50. 6935 (21) Serving as agent for substitute service of process:
6907 (3) Application for renewal of registered name: $87.50. 6936 $87.50.
6908 (4) Corporation’s statement of change of registered agent 6937 (22) Certificate of conversion of a limited agricultural
6909 or registered office or both if not included on the annual 6938 association to a domestic corporation: $35.
6910 report: $35. 6939 (23) Any other document required or permitted to be filed
6911 (5) Designation of and acceptance by registered agent: $35. 6940 by this chapter: $35.
6912 (6) Agent’s statement of resignation from a corporation 6941
6913 that has not been dissolved: $87.50. 6942 Any citizen support organization that is required by rule of the
6914 (7) Agent’s statement of resignation from a dissolved 6943 Department of Environmental Protection to be formed as a
6915 corporation or a composite statement of resignation from two or 6944 nonprofit organization and is under contract with the Department
6916 more dissolved corporations pursuant to s. 617.05021(1)(b) s. 6945 of Environmental Protection department is exempt from any fees
6917 617.0502(2)(b): $35. 6946 required for incorporation as a nonprofit organization, and the
6918 (8) Amendment of articles of incorporation: $35. 6947 Secretary of State may not assess any such fees if the citizen
6919 (9) Restatement of articles of incorporation with amendment 6948 support organization is certified by the Department of
6920 of articles: $35. 6949 Environmental Protection to the Secretary of State as being
6921 (10) Articles of merger for each party thereto: $35. 6950 under contract with the Department of Environmental Protection.
6922 (11) Articles of dissolution: $35. 6951 Section 128. Section 617.0125, Florida Statutes, is amended
6923 (12) Articles of revocation of dissolution: $35. 6952 to read:
6924 (13) Application for reinstatement following administrative 6953 617.0125 Filing duties of the department of State.—
6925 dissolution: $175. 6954 (1) If a document delivered to the department for filing
6926 (14) Application for certificate of authority to transact 6955 satisfies the requirements of s. 617.01201, the department shall
6927 business in this state by a foreign corporation: $35. 6956 file it.
6928 (15) Application for amended certificate of authority: $35. 6957 (2) The department files a document by stamping or
6929 (16) Application for certificate of withdrawal by a foreign 6958 otherwise endorsing “filed,” together with the Secretary of
6930 corporation: $35. 6959 State’s official title and the date and time of receipt. After
6931 (17) Annual report: $61.25. 6960 filing a document, the department shall send a notice of the
Page 239 of 280 Page 240 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
6961 filing to the electronic mail address on file for the domestic 6990 method of payment of fees for, any document placed under its
6962 or foreign corporation or its representative or send a copy of 6991 jurisdiction.
6963 the document to the mailing address of such corporation or its 6992 Section 129. Section 617.02011, Florida Statutes, is
6964 representative. If the record changes the electronic mail 6993 amended to read:
6965 address of the domestic or foreign corporation, the department 6994 617.02011 Incorporators.—One or more persons may act as the
6966 must send such notice to the new electronic mail address and to 6995 incorporator or incorporators of a corporation by delivering
6967 the most recent prior electronic mail address. If the record 6996 articles of incorporation to the department of State for filing.
6968 changes the mailing address of the domestic or foreign 6997 Section 130. Subsection (2) of section 617.0203, Florida
6969 corporation, the department must send such notice to the new 6998 Statutes, is amended to read:
6970 mailing address and to the most recent prior mailing address. 6999 617.0203 Incorporation.—
6971 (3) If the department refuses to file a document, it shall 7000 (2) The department’s Department of State’s filing of the
6972 return it to the domestic or foreign corporation or its 7001 articles of incorporation, and the original recorded charter or
6973 representative within 15 days after the document was received 7002 certified copy of the charter of a corporation which has not
6974 for filing, together with a brief, written explanation of the 7003 been reincorporated under s. 617.0901, is conclusive proof that
6975 reason for refusal. 7004 the incorporators satisfied all conditions precedent to
6976 (4) The department’s duty to file documents under this 7005 incorporation and that the corporation has been incorporated
6977 section is ministerial. The filing or refusing to file a 7006 under this chapter act, except in a proceeding by the state to
6978 document does not: 7007 cancel or revoke the incorporation or involuntarily dissolve the
6979 (a) Affect the validity or invalidity of the document in 7008 corporation.
6980 whole or part; 7009 Section 131. Subsection (2) of section 617.0205, Florida
6981 (b) Relate to the correctness or incorrectness of 7010 Statutes, is amended to read:
6982 information contained in the document; or 7011 617.0205 Organizational meeting of directors.—
6983 (c) Create a presumption that the document is valid or 7012 (2) Action required or permitted by this chapter act to be
6984 invalid or that information contained in the document is correct 7013 taken by incorporators or directors at an organizational meeting
6985 or incorrect. 7014 may be taken without a meeting if the action taken is evidenced
6986 (5) If not otherwise provided by law and the provisions of 7015 by one or more written consents describing the action taken and
6987 this chapter act, the department shall determine, by rule, the 7016 signed by each incorporator or director.
6988 appropriate format for, number of copies of, manner of execution 7017 Section 132. Section 617.0301, Florida Statutes, is amended
6989 of, method of electronic transmission of, and amount of and 7018 to read:
Page 241 of 280 Page 242 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
7019 617.0301 Purposes and application.—Corporations may be 7048 which such director he or she is elected or appointed and until
7020 organized under this chapter act for any lawful purpose or 7049 such director’s his or her successor has been elected or
7021 purposes not for pecuniary profit and not specifically 7050 appointed and qualified or until such director’s his or her
7022 prohibited to corporations under other laws of this state. Such 7051 earlier resignation, removal from office, or death.
7023 purposes include, without limitation, charitable, benevolent, 7052 Section 135. Subsection (4) of section 617.0824, Florida
7024 eleemosynary, educational, historical, civic, patriotic, 7053 Statutes, is amended to read:
7025 political, religious, social, fraternal, literary, cultural, 7054 617.0824 Quorum and voting.—
7026 athletic, scientific, agricultural, horticultural, animal 7055 (4) A director of a corporation who is present at a meeting
7027 husbandry, and professional, commercial, industrial, or trade 7056 of the board of directors or a committee of the board of
7028 association purposes. If special provisions are made, by law, 7057 directors when corporate action is taken is deemed to have
7029 for the organization of designated classes of nonprofit 7058 assented to the action taken unless:
7030 corporations not for profit, such corporations must shall be 7059 (a) The director objects, at the beginning of the meeting
7031 formed under such provisions and not under this chapter act. 7060 or promptly upon such director’s his or her arrival, to holding
7032 Section 133. Subsection (2) of section 617.0504, Florida 7061 the meeting or transacting specified affairs at the meeting; or
7033 Statutes, is amended to read: 7062 (b) The director votes against or abstains from the action
7034 617.0504 Serving process, giving notice, or making a demand 7063 taken.
7035 on a corporation.— 7064 Section 136. Subsections (3), (4), and (7) of section
7036 (2) Any notice to or demand on a corporation made pursuant 7065 617.0825, Florida Statutes, are amended to read:
7037 to this chapter act may be made to the chair of the board, the 7066 617.0825 Board committees and advisory committees.—
7038 president, any vice president, the secretary, the treasurer, the 7067 (3) To the extent provided by the board of directors in a
7039 registered agent of the corporation at the registered office of 7068 resolution or in the articles of incorporation or the bylaws of
7040 the corporation in this state, or any address in this state that 7069 the corporation, each such committee has shall have and may
7041 is in fact the principal office of the corporation in this 7070 exercise powers and authority of the board of directors, except
7042 state. 7071 that no such committee does not shall have the power or
7043 Section 134. Section 617.0806, Florida Statutes, is amended 7072 authority to:
7044 to read: 7073 (a) Approve or recommend to members actions or proposals
7045 617.0806 Staggered terms for directors.—The articles of 7074 required by this chapter act to be approved by members.
7046 incorporation or bylaws may provide that directors be divided 7075 (b) Fill vacancies on the board of directors or any
7047 into classes. Each director shall hold office for the term to 7076 committee thereof.
Page 243 of 280 Page 244 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
7077 (c) Adopt, amend, or repeal the bylaws. 7106 association under chapter 718, a cooperative association under
7078 (4) Unless the articles of incorporation or the bylaws 7107 chapter 719, a homeowners’ association defined in s. 720.301, or
7079 provide otherwise, ss. 617.0820, 617.0823, and 617.0824 ss. 7108 a timeshare managing entity under chapter 721. Any reference to
7080 617.0820, 617.0822, 617.0823, and 617.0824, which govern 7109 “shareholders” in those sections includes members of a
7081 meetings, notice and waiver of notice, and quorum and voting 7110 corporation organized under this chapter act and members of a
7082 requirements of the board of directors, apply to committees and 7111 rural electric cooperative organized under chapter 425.
7083 their members as well. 7112 Section 138. Section 617.0901, Florida Statutes, is amended
7084 (7) Neither The designation of any such committee, the 7113 to read:
7085 delegation thereto of authority, or nor action by such committee 7114 617.0901 Reincorporation.—
7086 pursuant to such authority does not shall alone constitute 7115 (1) Any corporation which has a charter approved by a
7087 compliance by any member of the board of directors not a member 7116 circuit judge under former chapter 617, Florida Statutes (1989),
7088 of the committee in question with such member’s his or her 7117 or a charter granted by the Legislature of this state, on or
7089 responsibility to act in good faith, in a manner such member he 7118 prior to September 1, 1959, the effective date of chapter 59-
7090 or she reasonably believes to be in the best interests of the 7119 427, Laws of Florida, may reincorporate under this chapter act
7091 corporation, and with such care as an ordinarily prudent person 7120 by filing with the department of State a copy of its charter and
7092 in a like position would use under similar circumstances. 7121 all amendments thereto, certified by the clerk of the circuit
7093 Section 137. Section 617.0831, Florida Statutes, is amended 7122 court of the county wherein recorded, as to charters and
7094 to read: 7123 amendments granted by circuit judges, and by the department of
7095 617.0831 Indemnification and liability of officers, 7124 State, as to legislative charters, together with a certificate
7096 directors, employees, and agents.— Sections Except as provided 7125 containing the provisions required in original articles of
7097 in s. 617.0834, s. 607.0831 and ss. 607.0850-607.0859 apply to a 7126 incorporation by s. 617.0202, and accepting the provisions of
7098 corporation organized under this chapter act and a rural 7127 this chapter act.
7099 electric cooperative organized under chapter 425. Any reference 7128 (2) A certificate of reincorporation must be executed in
7100 to “directors” in those sections includes the directors, 7129 accordance with s. 617.01201, and it must show that its issuance
7101 managers, or trustees of a corporation organized under this 7130 was duly authorized by a meeting of its members regularly
7102 chapter act or of a rural electric cooperative organized under 7131 called, or if there are no members entitled to vote on
7103 chapter 425. However, the term “director” as used in s. 607.0831 7132 reincorporation, by a meeting of its board of directors. Upon
7104 and ss. 607.0850-607.0859 does not include a director appointed 7133 the filing of a certificate of reincorporation in accordance
7105 by the developer to the board of directors of a condominium 7134 with s. 617.01201, the corporation is shall be deemed to be
Page 245 of 280 Page 246 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
7135 incorporated under this chapter act and the certificate 7164 proceeding under federal or state law.
7136 constitutes shall constitute its articles of incorporation. 7165 Section 140. Section 617.1009, Florida Statutes, is amended
7137 (3) The corporation shall then be entitled to and be 7166 to read:
7138 possessed of all the privileges, franchises, and powers as if 7167 617.1009 Effect of amendment.—An amendment to articles of
7139 originally incorporated under this chapter act, and all the 7168 incorporation does not affect a cause of action existing against
7140 properties, rights, and privileges belonging to the corporation 7169 or in favor of the corporation, a proceeding to which the
7141 before prior to reincorporation, which were acquired by gift, 7170 corporation is a party, or the existing rights of persons other
7142 grant, conveyance, assignment, or otherwise are hereby ratified, 7171 than members of the corporation. An amendment changing a
7143 approved, confirmed, and assured to the corporation with like 7172 corporation’s name does not affect abate a proceeding brought by
7144 effect and to all intents and purposes as if they had been 7173 or against the corporation in its former name.
7145 originally acquired pursuant to incorporation under this chapter 7174 Section 141. Subsection (3) of section 617.1404, Florida
7146 act. However, any corporation reincorporating under this chapter 7175 Statutes, is amended to read:
7147 is act shall be subject to all the contracts, duties, and 7176 617.1404 Revocation of dissolution.—
7148 obligations resting upon the corporation before prior to 7177 (3) After the revocation of dissolution is authorized, the
7149 reincorporation or to which the corporation is shall then be in 7178 corporation may revoke the dissolution by delivering to the
7150 any way liable. 7179 department of State for filing articles of revocation of
7151 Section 139. Subsection (2) of section 617.1008, Florida 7180 dissolution, together with a copy of its articles of
7152 Statutes, is amended to read: 7181 dissolution, that set forth:
7153 617.1008 Amendment pursuant to reorganization.— 7182 (a) The name of the corporation;
7154 (2) The individual or individuals designated by the court 7183 (b) The effective date of the dissolution that was revoked;
7155 shall deliver to the department of State for filing articles of 7184 (c) The date that the revocation of dissolution was
7156 amendment setting forth: 7185 authorized;
7157 (a) The name of the corporation; 7186 (d) If the corporation’s board of directors revoked a
7158 (b) The text of each amendment approved by the court; 7187 dissolution authorized by the members, a statement that
7159 (c) The date of the court’s order or decree approving the 7188 revocation was permitted by action by the board of directors
7160 articles of amendment; 7189 alone pursuant to that authorization; and
7161 (d) The title of the reorganization proceeding in which the 7190 (e) If member action was required to revoke the
7162 order or decree was entered; and 7191 dissolution, the information required by s. 617.1403(1)(b) or
7163 (e) A statement that the court had jurisdiction of the 7192 (c), whichever is applicable.
Page 247 of 280 Page 248 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
7193 Section 142. Subsection (1) of section 617.1422, Florida 7222 corporation’s application for reinstatement, and the
7194 Statutes, is amended, and subsection (4) of that section is 7223 department’s notice of denial.
7195 reenacted, to read: 7224 (3) The court may summarily order the department of State
7196 617.1422 Reinstatement following administrative 7225 to reinstate the dissolved corporation or may take other action
7197 dissolution.— 7226 the court considers appropriate.
7198 (1) A corporation administratively dissolved under s. 7227 Section 144. Subsection (1) of section 617.1501, Florida
7199 617.1421 may apply to the department for reinstatement at any 7228 Statutes, is amended to read:
7200 time after the effective date of dissolution. The corporation 7229 617.1501 Authority of foreign corporation to conduct
7201 must submit a reinstatement form prescribed and furnished by the 7230 affairs required.—
7202 department or a current uniform business annual report signed by 7231 (1) A foreign corporation may not conduct its affairs in
7203 a registered agent and an officer or director and submit all 7232 this state until it obtains a certificate of authority from the
7204 fees owed by the corporation and computed at the rate provided 7233 department of State.
7205 by law at the time the corporation applies for reinstatement. 7234 Section 145. Subsection (2) of section 617.1510, Florida
7206 (4) The name of the dissolved corporation is not available 7235 Statutes, is amended to read:
7207 for assumption or use by another corporation until 1 year after 7236 617.1510 Serving process, giving notice, or making a demand
7208 the effective date of dissolution unless the dissolved 7237 on a foreign corporation.—
7209 corporation provides the department with an affidavit executed 7238 (2) Any notice to or demand on a foreign corporation made
7210 pursuant to s. 617.01201 authorizing the immediate assumption or 7239 pursuant to this chapter act may be made in accordance with the
7211 use of the name by another corporation. 7240 procedures for notice to or demand on domestic corporations
7212 Section 143. Subsections (2) and (3) of section 617.1423, 7241 under s. 617.0504.
7213 Florida Statutes, are amended to read: 7242 Section 146. Section 617.1606, Florida Statutes, is amended
7214 617.1423 Appeal from denial of reinstatement.— 7243 to read:
7215 (2) After exhaustion of administrative remedies, the 7244 617.1606 Access to records.—Sections 617.1601-617.16051
7216 corporation may appeal the denial of reinstatement to the 7245 617.1601-617.1605 do not apply to a corporation that is an
7217 appropriate court as provided in s. 120.68 within 30 days after 7246 association, as defined in s. 720.301, or a corporation
7218 service of the notice of denial is perfected. The corporation 7247 regulated under chapter 718 or chapter 719.
7219 appeals by petitioning the court to set aside the dissolution 7248 Section 147. Paragraphs (a), (b), (d), and (e) of
7220 and attaching to the petition copies of the department’s 7249 subsection (1) of section 617.1623, Florida Statutes, are
7221 department of State’s certificate of dissolution, the 7250 amended, to read:
Page 249 of 280 Page 250 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
7251 617.1623 Corporate information available to the public; 7280 (d) Any corporation dissolved pursuant to paragraph (c)
7252 application to corporations incorporated by circuit courts and 7281 shall be reinstated upon application to the department of State,
7253 by special act of the Legislature.— 7282 signed by an officer or director thereof, accompanied by a copy
7254 (1)(a) Each corporation incorporated in this state shall 7283 of its charter and all amendments thereto, certified by the
7255 maintain a registered agent and registered office in accordance 7284 clerk of the circuit court of the county wherein recorded, as to
7256 with s. 617.0501, and current information regarding the 7285 charters and amendments granted by circuit judges, and by the
7257 corporations incorporated in this state must shall be readily 7286 department of State, as to legislative charters, together with a
7258 available to the public. At a minimum, such information must 7287 registration containing the provisions required in paragraph
7259 include the text of the charter or articles of incorporation and 7288 (a), and the payment of all fees due from the time of
7260 all amendments thereto, the name of the corporation, the date of 7289 dissolution computed at the rate provided by law at the time the
7261 incorporation, the street address of the principal office of the 7290 corporation applies for reinstatement.
7262 corporation, the corporation’s federal employer identification 7291 (e) Whenever the application for reinstatement is approved
7263 number, the name and business street address of each officer, 7292 and filed by the department of State, the corporate existence is
7264 the name and business street address of each director, the name 7293 shall be deemed to have continued without interruption from the
7265 of its registered agent, and the street address of its 7294 date of dissolution. The reinstatement terminates any personal
7266 registered office. 7295 liability of the directors, officers, or agents of the
7267 (b) Any corporation which has a charter approved by a 7296 corporation incurred on account of actions taken during the
7268 circuit judge under former chapter 617, Florida Statutes 1989, 7297 period between dissolution and reinstatement. Upon
7269 or a charter granted by the Legislature on or before September 7298 reinstatement, the corporation is shall be subject to the
7270 1, 1959, the effective date of chapter 59-427, Laws of Florida, 7299 requirements of ss. 617.0501 and 617.1622.
7271 must file with the department of State, not later than July 1, 7300 Section 148. Section 617.1701, Florida Statutes, is amended
7272 1992, a copy of its charter and all amendments thereto, 7301 to read:
7273 certified by the clerk of the circuit court of the county 7302 617.1701 Application to existing domestic corporation.—This
7274 wherein recorded, together with a registration containing the 7303 chapter act applies to all domestic corporations in existence on
7275 provisions required in paragraph (a), as to charters and 7304 July 1, 1991, that were incorporated under any general statute
7276 amendments granted by circuit judges, and by the department of 7305 of this state providing for incorporation of nonprofit
7277 State, as to legislative charters, and the corporation 7306 corporations not for profit if power to amend or repeal the
7278 thereafter is shall be subject to the requirements of ss. 7307 statute under which the corporation was incorporated was
7279 617.0501 and 617.1622. 7308 reserved.
Page 251 of 280 Page 252 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
7309 Section 149. Section 617.1702, Florida Statutes, is amended 7338 shall be applicable to any for profit corporation whose
7310 to read: 7339 character has been changed under ss. 617.1804-617.18046 ss.
7311 617.1702 Application to qualified foreign corporations.—A 7340 617.1805, 617.1806, and 617.1807 and shall henceforth govern
7312 foreign corporation authorized to conduct its affairs in this 7341 such corporation.
7313 state on July 1, 1991, is subject to this chapter act but is not 7342 Section 153. Section 617.1809, Florida Statutes, is amended
7314 required to obtain a new certificate of authority to conduct its 7343 to read:
7315 affairs under this chapter act. 7344 617.1809 Limited agricultural association; conversion to a
7316 Section 150. Subsection (2) of section 617.1703, Florida 7345 domestic corporation not for profit.—
7317 Statutes, is amended to read: 7346 (1) As used in this section, the term “limited agricultural
7318 617.1703 Application of chapter.— 7347 association” or “association” means a limited agricultural
7319 (2) Sections The provisions of ss. 617.0605-617.0608 do not 7348 association formed under ss. 604.09-604.14.
7320 apply to corporations regulated by any of the foregoing chapters 7349 (2) A limited agricultural association may convert to a
7321 or to any other corporation where membership in the corporation 7350 domestic corporation not for profit by filing the following
7322 is required pursuant to a document recorded in the county’s 7351 documents with the department in accordance with s. 617.01201:
7323 official county property records. 7352 (a) A certificate of conversion, which must be executed by
7324 Section 151. Section 617.1711, Florida Statutes, is amended 7353 a person authorized in s. 617.01201(6) and such other persons
7325 to read: 7354 that may be required in the association’s articles of
7326 617.1711 Application to foreign and interstate commerce.— 7355 association or bylaws.
7327 The provisions of This chapter applies act apply to commerce 7356 (b) Articles of incorporation, which must comply with s.
7328 with foreign nations and among the several states only insofar 7357 617.0202 and be executed by a person authorized in s.
7329 as such commerce may be permitted under the Constitution and 7358 617.01201(6).
7330 laws of the United States. 7359 (3) The certificate of conversion must include:
7331 Section 152. Section 617.1808, Florida Statutes, is amended 7360 (a) The date upon which the association was initially
7332 to read: 7361 formed under ss. 604.09-604.14.
7333 617.1808 Application of chapter act to corporation 7362 (b) The name of the association immediately before filing
7334 converted to nonprofit corporation corporation not for profit.— 7363 the certificate of conversion.
7335 All the provisions of This chapter act relating to corporations 7364 (c) The name of the domestic corporation as set forth in
7336 not for profit, except insofar as they are inconsistent with ss. 7365 its articles of incorporation.
7337 617.1804-617.18046, apply ss. 617.1805, 617.1806, and 617.1807, 7366 (d) The effective date of the conversion. If the conversion
Page 253 of 280 Page 254 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
7367 does not take effect upon filing the certificate of conversion 7396 liabilities, and duties had been incurred or contracted by the
7368 and articles of incorporation, the delayed effective date for 7397 corporation.
7369 the conversion, subject to the limitation in s. 617.0123(1) s. 7398 (7) The limited agricultural association is not required to
7370 617.0123(2), must be a date certain and the same as the 7399 wind up its affairs or pay its liabilities and distribute its
7371 effective date of the articles of incorporation. 7400 assets. Conversion does not constitute a dissolution of the
7372 (4) When the certificate of conversion and articles of 7401 association but is a continuation of the association’s existence
7373 incorporation are filed with the department, or upon the delayed 7402 in the form of the domestic corporation.
7374 effective date, the association is converted to the domestic 7403 (8) Before a limited agricultural association may file a
7375 corporation, and the corporation becomes subject to this 7404 certificate of conversion with the department, unless otherwise
7376 chapter. However, notwithstanding s. 617.0123, the existence of 7405 specified in the association’s articles of association or
7377 the corporation is deemed to have commenced when the association 7406 bylaws, the conversion must be approved by a majority vote of
7378 was initially formed under ss. 604.09-604.14. 7407 the association’s members, and the articles of incorporation
7379 (5) Conversion of a limited agricultural association to a 7408 must be approved by the same authorization required for approval
7380 domestic corporation does not affect any obligation or liability 7409 of the conversion. As part of the approval, the converting
7381 of the association that was incurred before the conversion. 7410 association may provide a plan or other record of conversion
7382 (6) When a conversion takes effect under this section, all 7411 which describes the manner and basis of converting the
7383 rights, privileges, and powers of the converting association, 7412 membership interests in the association into membership
7384 all property, real, personal, and mixed, and all debts due to 7413 interests in the domestic corporation. The plan or other record
7385 the association, as well as all other assets and causes of 7414 may also contain other provisions relating to the conversion,
7386 action belonging to the association, are vested in the domestic 7415 including, but not limited to, the right of the converting
7387 corporation to which the association is converted and are the 7416 association to abandon the proposed conversion or an effective
7388 property of the corporation as they were of the association. The 7417 date for the conversion that is consistent with paragraph
7389 title to any real property that is vested by deed or otherwise 7418 (3)(d).
7390 in the converting association does not revert and is not 7419 Section 154. Section 617.1904, Florida Statutes, is amended
7391 impaired by the operation of this chapter, but all rights of 7420 to read:
7392 creditors and all liens upon any property of the association are 7421 617.1904 Estoppel.—A No body of persons acting as a
7393 preserved unimpaired, and all debts, liabilities, and duties of 7422 corporation may not shall be permitted to set up the lack of
7394 the association attach to the domestic corporation and are 7423 legal organization as a defense to an action against them as a
7395 enforceable against it to the same extent as if the debts, 7424 corporation, nor may shall any person sued on a contract made
Page 255 of 280 Page 256 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
7425 with the corporation or sued for an injury to its property or a 7454 85-56, Laws of Florida, or to the provisions of s. 2, chapter
7426 wrong done to its interests be permitted to set up the lack of 7455 87-296, Laws of Florida, may conduct the practice of medicine,
7427 such legal organization in such person’s his or her defense. 7456 conduct programs of medical education, and carry on major
7428 Section 155. Subsection (2) of section 617.1907, Florida 7457 medical research efforts.
7429 Statutes, is amended to read: 7458 Section 158. Section 617.2002, Florida Statutes, is amended
7430 617.1907 Effect of repeal or amendment of prior acts.— 7459 to read:
7431 (2) If a penalty or punishment imposed for violation of a 7460 617.2002 Nonprofit corporation not for profit organized
7432 statute repealed or amended by this chapter is reduced by this 7461 pursuant to s. 2, ch. 87-296; requirements.—A nonprofit
7433 chapter act, the penalty or punishment if not already imposed 7462 corporation not for profit organized pursuant to the provisions
7434 shall be imposed in accordance with this chapter. 7463 of s. 2, chapter 87-296, Laws of Florida, must meet the
7435 Section 156. Section 617.1908, Florida Statutes, is amended 7464 following requirements:
7436 to read: 7465 (1) At least 25 percent of its physicians must have a full-
7437 617.1908 Applicability of Florida Business Corporation 7466 time contract for the provision of medical services with the
7438 Act.—Except as made applicable by specific reference in any 7467 corporation, be currently certified as specialists by the
7439 other section of this chapter, part I of chapter 607, the 7468 appropriate American specialty boards accredited by the Council
7440 Florida Business Corporation Act, does not apply to any 7469 on Medical Education of the American Medical Association, and
7441 nonprofit corporations not for profit. 7470 have clinical privileges at one or more hospitals in this state.
7442 Section 157. Section 617.2001, Florida Statutes, is amended 7471 (2) A hospital owned by a corporation organized pursuant to
7443 to read: 7472 s. 2, chapter 87-296, Laws of Florida, must provide Medicaid and
7444 617.2001 Corporations which may be incorporated hereunder; 7473 charity care.
7445 incorporation of certain medical services corporations.— 7474 Section 159. Section 617.2003, Florida Statutes, is amended
7446 (1) Corporations may be organized and incorporated under 7475 to read:
7447 this chapter act for any one or more lawful purposes not for 7476 617.2003 Proceedings to revoke articles of incorporation or
7448 pecuniary profit. However, nonprofit corporations not for profit 7477 charter or prevent its use.—If any member or citizen complains
7449 which may be incorporated under any other law of this state 7478 to the Department of Legal Affairs that any corporation
7450 governing particular types of corporations may not be 7479 organized under this chapter act was organized or is being used
7451 incorporated under this chapter act. 7480 as a cover to evade any of the laws against crime, or for
7452 (2) A nonprofit corporation not for profit organized before 7481 purposes inconsistent with those stated in its articles of
7453 prior to December 1, 1987, pursuant to the provisions of chapter 7482 incorporation or charter, or that an officer or director of a
Page 257 of 280 Page 258 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
7483 corporation has participated in a sale or transaction that is 7512 trustee of property whenever the corporation has either a
7484 affected by a conflict of interest or from which the officer or 7513 beneficial, contingent, or remainder interest in such property.
7485 director he or she derived an improper personal benefit, either 7514 Any corporation may accept and hold the legal title to property,
7486 directly or indirectly, and submits shall submit prima facie 7515 the beneficial interest of which is owned by any other
7487 evidence to sustain such charge, together with sufficient money 7516 eleemosynary institution or nonprofit corporation or fraternal,
7488 to cover court costs and expenses, the department shall 7517 benevolent, charitable, or religious society or association.
7489 institute and in due course prosecute to final judgment such 7518 Section 162. Subsection (1) of section 617.221, Florida
7490 legal or equitable proceedings as may be considered advisable 7519 Statutes, is amended to read:
7491 either to revoke the articles of incorporation or charter, to 7520 617.221 Membership associations.—
7492 prevent its improper use, or to recover on behalf of the 7521 (1) As used in this section, the term “membership
7493 corporation or its unknown beneficiaries any profits improperly 7522 association” means a nonprofit not-for-profit corporation,
7494 received by the corporation or its officers or directors. 7523 including a department or division of such corporation, the
7495 Section 160. Section 617.2007, Florida Statutes, is amended 7524 majority of whose board members are constitutional officers who,
7496 to read: 7525 pursuant to s. 1001.32(2), operate, control, and supervise
7497 617.2007 Sponge packing and marketing corporations.—Persons 7526 public entities that receive annual state appropriations through
7498 engaged in the business of buying, selling, packing, and 7527 a statutorily defined formulaic allocation that is funded and
7499 marketing commercial sponges may incorporate under this chapter 7528 prescribed annually in the General Appropriations Act or the
7500 act to aid in facilitating the orderly cooperative buying, 7529 substantive bill implementing the annual appropriations act. The
7501 selling, packing, and marketing of commercial sponges. Such 7530 term does not include a labor organization as defined in s.
7502 association is not a combination in restraint of trade or an 7531 447.02 or an entity funded through the Justice Administrative
7503 illegal monopoly or an attempt to lessen competition or fix 7532 Commission.
7504 prices arbitrarily, and any marketing contract or agreement by 7533 Section 163. Subsection (3) of section 620.2108, Florida
7505 the corporation and its members, or the exercise of any power 7534 Statutes, is amended to read:
7506 granted by this chapter act is not illegal or in restraint of 7535 620.2108 Filings required for merger; effective date.—
7507 trade. 7536 (3) Each constituent limited partnership shall deliver the
7508 Section 161. Section 617.2101, Florida Statutes, is amended 7537 certificate of merger for filing in the Department of State
7509 to read: 7538 unless the constituent limited partnership is named as a party
7510 617.2101 Corporation authorized to act as trustee.—Any 7539 or constituent organization in articles of merger or a
7511 corporation, organized under this chapter act, may act as 7540 certificate of merger filed for the same merger in accordance
Page 259 of 280 Page 260 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
7541 with s. 605.1025, s. 607.1105, s. 617.1108, or s. 620.8918(1) 7570 the Florida Nonprofit Not For Profit Corporation Act.
7542 and (2) and such articles of merger or certificate of merger 7571 (5) The articles of incorporation, the certificate issued
7543 substantially complies with the requirements of this section. In 7572 pursuant to this section, and the organization fees required by
7544 such a case, the other articles of merger or certificate of 7573 the Florida Business Corporation Act or the Florida Nonprofit
7545 merger may also be used for purposes of s. 620.2109(3). 7574 Not For Profit Corporation Act, as applicable, must be
7546 Section 164. Subsection (3) of section 620.8918, Florida 7575 transmitted to the Secretary of State, who must record the
7547 Statutes, is amended to read: 7576 articles of incorporation and the certificate.
7548 620.8918 Filings required for merger; effective date.— 7577 (8) A captive insurance company formed as a corporation or
7549 (3) Each domestic constituent partnership shall deliver the 7578 a nonprofit corporation, pursuant to the provisions of this
7550 certificate of merger for filing with the Department of State, 7579 chapter, has the privileges and is subject to the provisions of
7551 unless the domestic constituent partnership is named as a party 7580 the general corporation law, including the Florida Nonprofit Not
7552 or constituent organization in articles of merger or a 7581 For Profit Corporation Act for nonprofit corporations, as
7553 certificate of merger filed for the same merger in accordance 7582 applicable, as well as the applicable provisions contained in
7554 with s. 605.1025, s. 607.1105, s. 617.1108, or s. 620.2108(3). 7583 this chapter. If a conflict occurs between a provision of the
7555 The articles of merger or certificate of merger must 7584 general corporation law, including the Florida Nonprofit Not For
7556 substantially comply with the requirements of this section. In 7585 Profit Corporation Act for nonprofit corporations, as
7557 such a case, the other articles of merger or certificate of 7586 applicable, and a provision of this chapter, the latter
7558 merger may also be used for purposes of s. 620.8919(3). Each 7587 controls. The provisions of this title pertaining to mergers,
7559 domestic constituent partnership in the merger shall also file a 7588 consolidations, conversions, mutualizations, and
7560 registration statement in accordance with s. 620.8105(1) if it 7589 redomestications apply in determining the procedures to be
7561 does not have a currently effective registration statement filed 7590 followed by a captive insurance company in carrying out any of
7562 with the Department of State. 7591 the transactions described in such provisions, except that the
7563 Section 165. Paragraph (b) of subsection (1) and 7592 office may waive or modify the requirements for public notice
7564 subsections (5), (8), and (9) of section 628.910, Florida 7593 and hearing in accordance with rules the office may adopt
7565 Statutes, are amended to read: 7594 addressing categories of transactions. If a notice of public
7566 628.910 Incorporation options and requirements.— 7595 hearing is required, but no one requests a hearing, the office
7567 (1) A pure captive insurance company may be: 7596 may cancel the hearing.
7568 (b) Incorporated as a public benefit, mutual benefit, or 7597 (9) The articles of incorporation or bylaws of a captive
7569 religious nonprofit corporation with members in accordance with 7598 insurance company may authorize a quorum of a board of directors
Page 261 of 280 Page 262 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
7599 to consist of no fewer than one-third of the fixed or prescribed 7628 Section 172. Section 617.1302, Florida Statutes, is
7600 number of directors as provided for by the Florida Business 7629 repealed.
7601 Corporation Act or the Florida Nonprofit Not For Profit 7630 Section 173. Section 617.1531, Florida Statutes, is
7602 Corporation Act. 7631 repealed.
7603 Section 166. Paragraph (a) of subsection (2) of section 7632 Section 174. Section 617.1533, Florida Statutes, is
7604 768.38, Florida Statutes, is amended to read: 7633 repealed.
7605 768.38 Liability protections for COVID-19-related claims.— 7634 Section 175. Section 617.1803, Florida Statutes, is
7606 (2) As used in this section, the term: 7635 repealed.
7607 (a) “Business entity” has the same meaning as provided in 7636 Section 176. Section 617.1805, Florida Statutes, is
7608 s. 606.03. The term also includes a charitable organization as 7637 repealed.
7609 defined in s. 496.404 and a nonprofit corporation not for profit 7638 Section 177. Section 617.1806, Florida Statutes, is
7610 as defined in s. 617.01401. 7639 repealed.
7611 Section 167. Paragraph (f) of subsection (15) of section 7640 Section 178. Section 617.1807, Florida Statutes, is
7612 893.055, Florida Statutes, is amended to read: 7641 repealed.
7613 893.055 Prescription drug monitoring program.— 7642 Section 179. Section 617.2102, Florida Statutes, is
7614 (15) The department may establish a direct-support 7643 repealed.
7615 organization to provide assistance, funding, and promotional 7644 Section 180. For the purpose of incorporating the amendment
7616 support for the activities authorized for the prescription drug 7645 made by this act to sections 617.01201 and 617.1006, Florida
7617 monitoring program. 7646 Statutes, in references thereto, subsection (3) of section
7618 (f) The direct-support organization may not exercise any 7647 617.1007, Florida Statutes, is reenacted to read:
7619 power under s. 617.0302(11) or (15) s. 617.0302(12) or (16). 7648 617.1007 Restated articles of incorporation.—
7620 Section 168. Section 617.07401, Florida Statutes, is 7649 (3) A corporation restating its articles of incorporation
7621 repealed. 7650 shall deliver to the department for filing articles of
7622 Section 169. Section 617.0822, Florida Statutes, is 7651 restatement, executed in accordance with s. 617.01201, setting
7623 repealed. 7652 forth the name of the corporation and the text of the restated
7624 Section 170. Section 617.1108, Florida Statutes, is 7653 articles of incorporation together with a certificate setting
7625 repealed. 7654 forth:
7626 Section 171. Section 617.1301, Florida Statutes, is 7655 (a) Whether the restatement contains an amendment to the
7627 repealed. 7656 articles of incorporation requiring member approval and, if it
Page 263 of 280 Page 264 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
7657 does not, that the board of directors adopted the restatement; 7686 oversight and ensure accountability and transparency for the
7658 or 7687 system of care. The board of directors shall provide fiduciary
7659 (b) If the restatement contains an amendment to the 7688 oversight to prevent conflicts of interest, promote
7660 articles of incorporation requiring member approval, the 7689 accountability and transparency, and protect state and federal
7661 information required by s. 617.1006. 7690 funding from misuse. The board of directors shall act in
7662 Section 181. For the purpose of incorporating the amendment 7691 accordance with s. 617.0830. The membership of the board of
7663 made by this act to section 617.0302, Florida Statutes, in a 7692 directors or board committee must be described in the bylaws or
7664 reference thereto, paragraph (a) of subsection (5) of section 7693 articles of incorporation of each lead agency, which must
7665 295.21, Florida Statutes, is reenacted to read: 7694 provide that at least 75 percent of the membership of the board
7666 295.21 Florida Is For Veterans, Inc.— 7695 of directors or board committee must be composed of persons
7667 (5) POWERS.—In addition to the powers and duties prescribed 7696 residing in this state, and at least 51 percent of the state
7668 in chapter 617 and the articles and bylaws adopted thereunder, 7697 residents on the board of directors must reside within the
7669 the board of directors may: 7698 service area of the lead agency. The lead agency shall ensure
7670 (a) Make and enter into contracts and other instruments 7699 that board members participate in annual training related to
7671 necessary or convenient for the exercise of its powers and 7700 their responsibilities. The department shall set forth minimum
7672 functions. However, notwithstanding s. 617.0302, the corporation 7701 training criteria in the contracts with the lead agencies.
7673 may not issue bonds. 7702 However, for procurements of lead agency contracts initiated on
7674 7703 or after July 1, 2014:
7675 The credit of the State of Florida may not be pledged on behalf 7704 1. At least 75 percent of the membership of the board of
7676 of the corporation. 7705 directors must be composed of persons residing in this state,
7677 Section 182. For the purpose of incorporating the amendment 7706 and at least 51 percent of the membership of the board of
7678 made by this act to section 617.0830, Florida Statutes, in a 7707 directors must be composed of persons residing within the
7679 reference thereto, paragraph (b) of subsection (4) of section 7708 service area of the lead agency. If a board committee governs
7680 409.987, Florida Statutes, is reenacted to read: 7709 the lead agency, 100 percent of its membership must be composed
7681 409.987 Lead agency procurement; boards; conflicts of 7710 of persons residing within the service area of the lead agency.
7682 interest.— 7711 2. The powers of the board of directors or board committee
7683 (4) In order to serve as a lead agency, an entity must: 7712 include, but are not limited to, approving the lead agency’s
7684 (b) Be governed by a board of directors or a board 7713 budget and setting the lead agency’s operational policy and
7685 committee composed of board members. Board members shall provide 7714 procedures. A board of directors must additionally have the
Page 265 of 280 Page 266 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
7715 power to hire the lead agency’s executive director, unless a 7744 (c) Name as assistant officers persons who are not
7716 board committee governs the lead agency, in which case the board 7745 directors, which assistant officers shall have the same
7717 committee must have the power to confirm the selection of the 7746 authority as the executive officers to whom they are assistants
7718 lead agency’s executive director. 7747 during the state of emergency to accommodate the incapacity or
7719 Section 183. For the purpose of incorporating the amendment 7748 unavailability of any officer of the association.
7720 made by this act to section 617.0830, Florida Statutes, in a 7749 (d) Relocate the association’s principal office or
7721 reference thereto, subsection (1) of section 718.1265, Florida 7750 designate alternative principal offices.
7722 Statutes, is reenacted to read: 7751 (e) Enter into agreements with local counties and
7723 718.1265 Association emergency powers.— 7752 municipalities to assist counties and municipalities with debris
7724 (1) To the extent allowed by law, unless specifically 7753 removal.
7725 prohibited by the declaration of condominium, the articles, or 7754 (f) Implement a disaster plan or an emergency plan before,
7726 the bylaws of an association, and consistent with s. 617.0830, 7755 during, or following the event for which a state of emergency is
7727 the board of administration, in response to damage or injury 7756 declared which may include, but is not limited to, shutting down
7728 caused by or anticipated in connection with an emergency, as 7757 or off elevators; electricity; water, sewer, or security
7729 defined in s. 252.34(4), for which a state of emergency is 7758 systems; or air conditioners.
7730 declared pursuant to s. 252.36 in the locale in which the 7759 (g) Based upon advice of emergency management officials or
7731 condominium is located, may exercise the following powers: 7760 public health officials, or upon the advice of licensed
7732 (a) Conduct board meetings, committee meetings, elections, 7761 professionals retained by or otherwise available to the board,
7733 and membership meetings, in whole or in part, by telephone, 7762 determine any portion of the condominium property or association
7734 real-time videoconferencing, or similar real-time electronic or 7763 property unavailable for entry or occupancy by unit owners,
7735 video communication with notice given as is practicable. Such 7764 family members, tenants, guests, agents, or invitees to protect
7736 notice may be given in any practicable manner, including 7765 the health, safety, or welfare of such persons.
7737 publication, radio, United States mail, the Internet, electronic 7766 (h) Require the evacuation of the condominium property in
7738 transmission, public service announcements, and conspicuous 7767 the event of an evacuation order in the locale in which the
7739 posting on the condominium property or association property or 7768 condominium is located. If a unit owner or other occupant of a
7740 any other means the board deems reasonable under the 7769 condominium fails or refuses to evacuate the condominium
7741 circumstances. Notice of decisions also may be communicated as 7770 property or association property for which the board has
7742 provided in this paragraph. 7771 required evacuation, the association is immune from liability or
7743 (b) Cancel and reschedule any association meeting. 7772 injury to persons or property arising from such failure or
Page 267 of 280 Page 268 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
7773 refusal. 7802 replacement of damaged air conditioners or air handlers to
7774 (i) Based upon advice of emergency management officials or 7803 provide climate control in the units or other portions of the
7775 public health officials, or upon the advice of licensed 7804 property, and the sanitizing of the condominium property or
7776 professionals retained by or otherwise available to the board, 7805 association property, as applicable.
7777 determine whether the condominium property, association 7806 (l) Regardless of any provision to the contrary and even if
7778 property, or any portion thereof can be safely inhabited, 7807 such authority does not specifically appear in the declaration
7779 accessed, or occupied. However, such determination is not 7808 of condominium, articles, or bylaws of the association, levy
7780 conclusive as to any determination of habitability pursuant to 7809 special assessments without a vote of the owners.
7781 the declaration. 7810 (m) Without unit owners’ approval, borrow money and pledge
7782 (j) Mitigate further damage, injury, or contagion, 7811 association assets as collateral to fund emergency repairs and
7783 including taking action to contract for the removal of debris 7812 carry out the duties of the association when operating funds are
7784 and to prevent or mitigate the spread of fungus or contagion, 7813 insufficient. This paragraph does not limit the general
7785 including, but not limited to, mold or mildew, by removing and 7814 authority of the association to borrow money, subject to such
7786 disposing of wet drywall, insulation, carpet, cabinetry, or 7815 restrictions as are contained in the declaration of condominium,
7787 other fixtures on or within the condominium property, even if 7816 articles, or bylaws of the association.
7788 the unit owner is obligated by the declaration or law to insure 7817 Section 184. For the purpose of incorporating the amendment
7789 or replace those fixtures and to remove personal property from a 7818 made by this act to section 617.0830, Florida Statutes, in a
7790 unit. 7819 reference thereto, subsection (1) of section 719.128, Florida
7791 (k) Contract, on behalf of any unit owner or owners, for 7820 Statutes, is reenacted to read:
7792 items or services for which the owners are otherwise 7821 719.128 Association emergency powers.—
7793 individually responsible, but which are necessary to prevent 7822 (1) To the extent allowed by law, unless specifically
7794 further injury, contagion, or damage to the condominium property 7823 prohibited by the cooperative documents, and consistent with s.
7795 or association property. In such event, the unit owner or owners 7824 617.0830, the board of administration, in response to damage or
7796 on whose behalf the board has contracted are responsible for 7825 injury caused by or anticipated in connection with an emergency,
7797 reimbursing the association for the actual costs of the items or 7826 as defined in s. 252.34(4), for which a state of emergency is
7798 services, and the association may use its lien authority 7827 declared pursuant to s. 252.36 in the area encompassed by the
7799 provided by s. 718.116 to enforce collection of the charges. 7828 cooperative, may exercise the following powers:
7800 Without limitation, such items or services may include the 7829 (a) Conduct board meetings, committee meetings, elections,
7801 drying of units, the boarding of broken windows or doors, the 7830 or membership meetings, in whole or in part, by telephone, real-
Page 269 of 280 Page 270 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
7831 time videoconferencing, or similar real-time electronic or video 7860 protect their health, safety, or welfare.
7832 communication after notice of the meetings and board decisions 7861 (h) Based upon the advice of emergency management officials
7833 is provided in as practicable a manner as possible, including 7862 or public health officials, or upon the advice of licensed
7834 via publication, radio, United States mail, the Internet, 7863 professionals retained by or otherwise available to the board of
7835 electronic transmission, public service announcements, 7864 administration, determine whether the cooperative property or
7836 conspicuous posting on the cooperative property, or any other 7865 any portion thereof can be safely inhabited or occupied.
7837 means the board deems appropriate under the circumstances. 7866 However, such determination is not conclusive as to any
7838 Notice of decisions may also be communicated as provided in this 7867 determination of habitability pursuant to the cooperative
7839 paragraph. 7868 documents.
7840 (b) Cancel and reschedule an association meeting. 7869 (i) Require the evacuation of the cooperative property in
7841 (c) Designate assistant officers who are not directors. If 7870 the event of an evacuation order in the area in which the
7842 the executive officer is incapacitated or unavailable, the 7871 cooperative is located or prohibit or restrict access to the
7843 assistant officer has the same authority during the state of 7872 cooperative property in the event of a public health threat. If
7844 emergency as the executive officer he or she assists. 7873 a unit owner or other occupant of a cooperative fails or refuses
7845 (d) Relocate the association’s principal office or 7874 to evacuate the cooperative property for which the board has
7846 designate an alternative principal office. 7875 required evacuation, the association is immune from liability
7847 (e) Enter into agreements with counties and municipalities 7876 for injury to persons or property arising from such failure or
7848 to assist counties and municipalities with debris removal. 7877 refusal.
7849 (f) Implement a disaster or an emergency plan before, 7878 (j) Mitigate further damage, injury, or contagion,
7850 during, or following the event for which a state of emergency is 7879 including taking action to contract for the removal of debris
7851 declared, which may include turning on or shutting off 7880 and to prevent or mitigate the spread of fungus, including mold
7852 elevators; electricity; water, sewer, or security systems; or 7881 or mildew, by removing and disposing of wet drywall, insulation,
7853 air conditioners for association buildings. 7882 carpet, cabinetry, or other fixtures on or within the
7854 (g) Based upon the advice of emergency management officials 7883 cooperative property, regardless of whether the unit owner is
7855 or public health officials, or upon the advice of licensed 7884 obligated by the cooperative documents or law to insure or
7856 professionals retained by or otherwise available to the board of 7885 replace those fixtures and to remove personal property from a
7857 administration, determine any portion of the cooperative 7886 unit or to sanitize the cooperative property.
7858 property unavailable for entry or occupancy by unit owners or 7887 (k) Contract, on behalf of a unit owner, for items or
7859 their family members, tenants, guests, agents, or invitees to 7888 services for which the owner is otherwise individually
Page 271 of 280 Page 272 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
7889 responsible, but which are necessary to prevent further injury, 7918 directors, in response to damage or injury caused by or
7890 contagion, or damage to the cooperative property. In such event, 7919 anticipated in connection with an emergency, as defined in s.
7891 the unit owner on whose behalf the board has contracted is 7920 252.34(4), for which a state of emergency is declared pursuant
7892 responsible for reimbursing the association for the actual costs 7921 to s. 252.36 in the area encompassed by the association, may
7893 of the items or services, and the association may use its lien 7922 exercise the following powers:
7894 authority provided by s. 719.108 to enforce collection of the 7923 (a) Conduct board meetings, committee meetings, elections,
7895 charges. Such items or services may include the drying of the 7924 or membership meetings, in whole or in part, by telephone, real-
7896 unit, the boarding of broken windows or doors, the replacement 7925 time videoconferencing, or similar real-time electronic or video
7897 of a damaged air conditioner or air handler to provide climate 7926 communication after notice of the meetings and board decisions
7898 control in the unit or other portions of the property, and the 7927 is provided in as practicable a manner as possible, including
7899 sanitizing of the cooperative property. 7928 via publication, radio, United States mail, the Internet,
7900 (l) Notwithstanding a provision to the contrary, and 7929 electronic transmission, public service announcements,
7901 regardless of whether such authority does not specifically 7930 conspicuous posting on the common area, or any other means the
7902 appear in the cooperative documents, levy special assessments 7931 board deems appropriate under the circumstances. Notice of
7903 without a vote of the owners. 7932 decisions may also be communicated as provided in this
7904 (m) Without unit owners’ approval, borrow money and pledge 7933 paragraph.
7905 association assets as collateral to fund emergency repairs and 7934 (b) Cancel and reschedule an association meeting.
7906 carry out the duties of the association if operating funds are 7935 (c) Designate assistant officers who are not directors. If
7907 insufficient. This paragraph does not limit the general 7936 the executive officer is incapacitated or unavailable, the
7908 authority of the association to borrow money, subject to such 7937 assistant officer has the same authority during the state of
7909 restrictions contained in the cooperative documents. 7938 emergency as the executive officer he or she assists.
7910 Section 185. For the purpose of incorporating the amendment 7939 (d) Relocate the association’s principal office or
7911 made by this act to section 617.0830, Florida Statutes, in a 7940 designate an alternative principal office.
7912 reference thereto, subsection (1) of section 720.316, Florida 7941 (e) Enter into agreements with counties and municipalities
7913 Statutes, is reenacted to read: 7942 to assist counties and municipalities with debris removal.
7914 720.316 Association emergency powers.— 7943 (f) Implement a disaster or an emergency plan before,
7915 (1) To the extent allowed by law, unless specifically 7944 during, or following the event for which a state of emergency is
7916 prohibited by the declaration or other recorded governing 7945 declared, which may include, but is not limited to, turning on
7917 documents, and consistent with s. 617.0830, the board of 7946 or shutting off elevators; electricity; water, sewer, or
Page 273 of 280 Page 274 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
7947 security systems; or air conditioners for association buildings. 7976 insufficient. This paragraph does not limit the general
7948 (g) Based upon the advice of emergency management officials 7977 authority of the association to borrow money, subject to such
7949 or public health officials, or upon the advice of licensed 7978 restrictions contained in the declaration or other recorded
7950 professionals retained by or otherwise available to the board, 7979 governing documents.
7951 determine any portion of the common areas or facilities 7980 Section 186. For the purpose of incorporating the amendment
7952 unavailable for entry or occupancy by owners or their family 7981 made by this act to section 617.0832, Florida Statutes, in a
7953 members, tenants, guests, agents, or invitees to protect their 7982 reference thereto, subsections (2) and (5) of section 718.3027,
7954 health, safety, or welfare. 7983 Florida Statutes, are reenacted to read:
7955 (h) Based upon the advice of emergency management officials 7984 718.3027 Conflicts of interest.—
7956 or public health officials or upon the advice of licensed 7985 (2) If a director or an officer, or a relative of a
7957 professionals retained by or otherwise available to the board, 7986 director or an officer, proposes to engage in an activity that
7958 determine whether the common areas or facilities can be safely 7987 is a conflict of interest, as described in subsection (1), the
7959 inhabited, accessed, or occupied. However, such determination is 7988 proposed activity must be listed on, and all contracts and
7960 not conclusive as to any determination of habitability pursuant 7989 transactional documents related to the proposed activity must be
7961 to the declaration. 7990 attached to, the meeting agenda. The association shall comply
7962 (i) Mitigate further damage, injury, or contagion, 7991 with the requirements of s. 617.0832, and the disclosures
7963 including taking action to contract for the removal of debris 7992 required by s. 617.0832 shall be entered into the written
7964 and to prevent or mitigate the spread of fungus, including mold 7993 minutes of the meeting. Approval of the contract or other
7965 or mildew, by removing and disposing of wet drywall, insulation, 7994 transaction requires an affirmative vote of two-thirds of all
7966 carpet, cabinetry, or other fixtures on or within the common 7995 other directors present. At the next regular or special meeting
7967 areas or facilities or sanitizing the common areas or 7996 of the members, the existence of the contract or other
7968 facilities. 7997 transaction shall be disclosed to the members. Upon motion of
7969 (j) Notwithstanding a provision to the contrary, and 7998 any member, the contract or transaction shall be brought up for
7970 regardless of whether such authority does not specifically 7999 a vote and may be canceled by a majority vote of the members
7971 appear in the declaration or other recorded governing documents, 8000 present. If the contract is canceled, the association is only
7972 levy special assessments without a vote of the owners. 8001 liable for the reasonable value of the goods and services
7973 (k) Without owners’ approval, borrow money and pledge 8002 provided up to the time of cancellation and is not liable for
7974 association assets as collateral to fund emergency repairs and 8003 any termination fee, liquidated damages, or other form of
7975 carry out the duties of the association if operating funds are 8004 penalty for such cancellation.
Page 275 of 280 Page 276 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
8005 (5) A contract entered into between a director or an 8034 benefit of a member of his or her immediate family from any
8006 officer, or a relative of a director or an officer, and the 8035 person providing or proposing to provide goods or services to
8007 association, which is not a timeshare condominium association, 8036 the association. An officer, a director, or a manager who
8008 that has not been properly disclosed as a conflict of interest 8037 knowingly solicits, offers to accept, or accepts a kickback
8009 or potential conflict of interest as required by this section or 8038 commits a felony of the third degree, punishable as provided in
8010 s. 617.0832 is voidable and terminates upon the filing of a 8039 s. 775.082, s. 775.083, or s. 775.084, and is subject to
8011 written notice terminating the contract with the board of 8040 monetary damages under s. 617.0834. If the board finds that an
8012 directors which contains the consent of at least 20 percent of 8041 officer or a director has violated this subsection, the board
8013 the voting interests of the association. 8042 must immediately remove the officer or director from office. The
8014 Section 187. For the purpose of incorporating the amendment 8043 vacancy shall be filled according to law until the end of the
8015 made by this act to sections 617.0832 and 617.0834, Florida 8044 officer’s or director’s term of office. However, an officer, a
8016 Statutes, in references thereto, paragraphs (a) and (b) of 8045 director, or a manager may accept food to be consumed at a
8017 subsection (2) and subsection (3) of section 720.3033, Florida 8046 business meeting with a value of less than $25 per individual or
8018 Statutes, are reenacted to read: 8047 a service or good received in connection with trade fairs or
8019 720.3033 Officers and directors.— 8048 education programs.
8020 (2) If the association enters into a contract or other 8049 Section 188. For the purpose of incorporating the amendment
8021 transaction with any of its directors or a corporation, firm, 8050 made by this act to section 617.0834, Florida Statutes, in a
8022 association that is not an affiliated homeowners’ association, 8051 reference thereto, paragraph (a) of subsection (13) of section
8023 or other entity in which an association director is also a 8052 721.13, Florida Statutes, is reenacted to read:
8024 director or officer or is financially interested, the board 8053 721.13 Management.—
8025 must: 8054 (13)(a) Notwithstanding any provisions of chapter 607,
8026 (a) Comply with the requirements of s. 617.0832. 8055 chapter 617, or chapter 718, an officer, director, or agent of
8027 (b) Enter the disclosures required by s. 617.0832 into the 8056 an owners’ association, including a timeshare management firm
8028 written minutes of the meeting. 8057 and any individual licensed under part VIII of chapter 468
8029 (3) An officer, a director, or a manager may not solicit, 8058 employed by the timeshare management firm, shall discharge its
8030 offer to accept, or accept a kickback. As used in this 8059 duties in good faith, with the care an ordinarily prudent person
8031 subsection, the term “kickback” means any thing or service of 8060 in a like position would exercise under similar circumstances,
8032 value for which consideration has not been provided for an 8061 and in a manner it reasonably believes to be in the interests of
8033 officer’s, a director’s, or a manager’s benefit or for the 8062 the owners’ association. An officer, director, or agent of an
Page 277 of 280 Page 278 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 554 Florida Senate - 2026 SB 554
24-00209-26 2026554__ 24-00209-26 2026554__
8063 owners’ association, including a timeshare management firm and 8092 constitutes a transaction from which the officer or director
8064 any individual licensed under part VIII of chapter 468 employed 8093 derived an improper personal benefit, either directly or
8065 by the timeshare management firm, is exempt from liability for 8094 indirectly; or constitutes recklessness or an act or omission
8066 monetary damages in the same manner as provided in s. 617.0834 8095 that was in bad faith, with malicious purpose, or in a manner
8067 unless such officer, director, agent, or firm breached or failed 8096 exhibiting wanton and willful disregard of human rights, safety,
8068 to perform its duties and the breach of, or failure to perform, 8097 or property. Forgery of a ballot envelope or voting certificate
8069 its duties constitutes a violation of criminal law as provided 8098 used in a condominium association election is punishable as
8070 in s. 617.0834; constitutes a transaction from which the officer 8099 provided in s. 831.01, the theft or embezzlement of funds of a
8071 or director derived an improper personal benefit, either 8100 condominium association is punishable as provided in s. 812.014,
8072 directly or indirectly; or constitutes recklessness or an act or 8101 and the destruction of or the refusal to allow inspection or
8073 omission that was in bad faith, with malicious purpose, or in a 8102 copying of an official record of a condominium association that
8074 manner exhibiting wanton and willful disregard of human rights, 8103 is accessible to unit owners within the time periods required by
8075 safety, or property. 8104 general law in furtherance of any crime is punishable as
8076 Section 189. For the purpose of incorporating the amendment 8105 tampering with physical evidence as provided in s. 918.13 or as
8077 made by this act to sections 617.0830 and 617.0834, Florida 8106 obstruction of justice as provided in chapter 843. An officer or
8078 Statutes, in references thereto, paragraph (d) of subsection (1) 8107 director charged by information or indictment with a crime
8079 of section 718.111, Florida Statutes, is reenacted to read: 8108 referenced in this paragraph must be removed from office, and
8080 718.111 The association.— 8109 the vacancy shall be filled as provided in s. 718.112(2)(d)2.
8081 (1) CORPORATE ENTITY.— 8110 until the end of the officer’s or director’s period of
8082 (d) As required by s. 617.0830, an officer, director, or 8111 suspension or the end of his or her term of office, whichever
8083 agent shall discharge his or her duties in good faith, with the 8112 occurs first. If a criminal charge is pending against the
8084 care an ordinarily prudent person in a like position would 8113 officer or director, he or she may not be appointed or elected
8085 exercise under similar circumstances, and in a manner he or she 8114 to a position as an officer or a director of any association and
8086 reasonably believes to be in the interests of the association. 8115 may not have access to the official records of any association,
8087 An officer, director, or agent shall be liable for monetary 8116 except pursuant to a court order. However, if the charges are
8088 damages as provided in s. 617.0834 if such officer, director, or 8117 resolved without a finding of guilt, the officer or director
8089 agent breached or failed to perform his or her duties and the 8118 must be reinstated for the remainder of his or her term of
8090 breach of, or failure to perform, his or her duties constitutes 8119 office, if any.
8091 a violation of criminal law as provided in s. 617.0834; 8120 Section 190. This act shall take effect July 1, 2026.
Page 279 of 280 Page 280 of 280
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
The Florida Senate
Committee Agenda Request
To: Senator Thomas J. Leek, Chair
Committee on Commerce and Tourism
Subject: Committee Agenda Request
Date: December 10, 2025
I respectfully request that Senate Bill #554, relating to Nonprofit Corporations, be placed on the:
committee agenda at your earliest possible convenience.
next committee agenda.
Senator Mack Bernard
Florida Senate, District 24
File signed original with committee office S-020 (03/2004)
The Florida Senate
APPEARANCE RECORD Bill Number or Topic
Deliver both copies of this form to
ouerce Senate professional staff conducting the meeting
Amendment Barcode (if applicable)
.. l8 5tar} al4
Committee .
e. 70
K01
60
Address
Street
sos w 7t Email cad_[a o_oft.cao
City State Zip
Speaking: ~ For D Against D Information OR waive Speaking: []insupport [Against
PLEASE CHECK ONE OF THE FOLLOWING:
[tf tam appearing without
P compensation or sponsorship. □ I am a registered lobbyist,
representing:
□ I am not a lobbyist, but received
something of value for my appearance
(travel, meals, lodging, etc.),
sponsored by:
While it is a tradition to encourage public testimony time may not permit all persons wishing to speak to be heard at this hearing. Those who do speak may be asked to limit their remarks so
that as many persons as possible can be heard Ifyou have questions about registering to lobby please see Fla. Stat. 511.045 andJoint Rule 7. 2020-2022JointRules.odf (f/senate.aov)
This form is part of the public record for this meeting. S-001 (08/10/2021)
The Florida Senate
•]a+ APPEARANCE RECORD
Meeting Date Bill Number or Topic
Deliver both copies of this form to
ow-rs 25,&c Senate professional staff conducting the meeting
Committee Amendment Barcode (if applicable)
Name Gr,ll nor. 7
0 o-
Address
Street
City State ZIp
Speaking: D For D Against D Information OR Waive Speaking: ~n Support D Against
PLEASE CHECK ONE OF THE FOLLOWING:
□ I am appearing without
compensation or sponsorship.
[i' I am a registered lobbyist,
representing:
D I am not a lobbyist, but received
something of value for my appearance
(travel, meals, lodging, etc.),
sponsored by:
While it is a tradition to encourage public testimony, time may not permit all persons wishing to speak to be heard at this hearing. Those who do speak may be asked to limit their remarks so
that as many persons as possible can be heard. Ifyou have questions about registering to lobby please see Fla. Stat. § 11.045 andJoint Rule 1. 2020-2022JointRules.odf (f/senate.gov)
This form is part of the public record for this meeting. $-001 (08/10/2021)
The Florida Senate
BILL ANALYSIS AND FISCAL IMPACT STATEMENT
(This document is based on the provisions contained in the legislation as of the latest date listed below.)
Prepared By: The Professional Staff of the Committee on Commerce and Tourism
BILL: SB 994
INTRODUCER: Senator Gruters
SUBJECT: Florida Kratom Consumer Protection Act
DATE: January 20, 2026 REVISED:
ANALYST STAFF DIRECTOR REFERENCE ACTION
1. Dike McKay CM Pre-meeting
2. AEG
3. FP
I. Summary:
SB 994 amends the Florida Kratom Consumer Protection Act to create requirements for kratom
products manufactured, delivered, offered for sale, distributed, or sold by processors in this state.
The bill sets out requirements for processors for state and federal registration, proof of testing
and analysis for kratom products, and reporting of adverse health events. The bill also creates
penalties for violations of s. 500.92, F.S.
The bill takes effect July 1, 2026.
II. Present Situation:
Kratom
Kratom is a tropical tree native to Southeast Asia that contains mitragynine and 7-
hydroxymytragynine in its leaves, which are two major psychoactive ingredients.1 The leaves are
crushed and then smoked, brewed with tea, or placed into gel capsules.2 Consumption of kratom
leaves can produce stimulant and sedative effects, and may also lead to psychotic symptoms.3
Some research finds that kratom can be used as a substitute for opiate users to combat
withdrawal symptoms, as well as to treat muscle ache, fatigue, and other conditions.4 Low doses
of kratom are said to produce a stimulant effect, while higher doses may produce an opioid-like
1
Drug Enforcement Administration, Kratom (April 2020), available at https://www.dea.gov/sites/default/files/2020-
06/Kratom-2020_0.pdf (last visited Jam. 20, 2026).
2
Id.
3
Id.
4
See Dimy Fluyau and Neelambika Revedigar, Biochemical Benefits, Diagnosis, and Clinical Risks Evaluation of Kratom,
FRONTIERS IN PSYCH. J. VOL. 8 (April 24, 2017) available at
https://www.frontiersin.org/articles/10.3389/fpsyt.2017.00062/full (last visited Jan. 20, 2025).
BILL: SB 994 Page 2
effect.5 Additionally, research points to the potential for further development of mitragynine and
the use of kratom as a harm reduction agent.6 Even so, the toxicity of kratom remains a topic of
discussion, as well as its potential to cause herb-drug interactions and even be involved in
fatalities.7 While research on kratom is in early stages, kratom itself has the potential to be
addictive and has not been shown to be safe or effective for any medical use.8
Currently, kratom is not listed as a controlled substance under federal law or Florida law.
However, in 2014, Sarasota County banned kratom, labeling it as a designer drug.9 With the
exception of Sarasota County, in Florida, all parts of the plant and its extracts are legal to
cultivate, buy, possess, and distribute without a license or prescription. Kratom is considered a
controlled substance in Alabama,10 Arkansas,11 Indiana,12 Rhode Island,13 Vermont,14 and
Wisconsin.15 In 12 other states the possession, sale, manufacture, and distribution of kratom
products is regulated.16
Moreover, in 2025, the FDA recommended scheduling certain 7-OH products as controlled
substances.17 7-OH occurs naturally in trace amounts in kratom plants.18 In the same year, the
FDA seized around 73,000 units of 7-hydroxymitragynine (7-OH) products worth $1 million in
Missouri from three firms.19 As the FDA is concerned that “concentrared 7-OH is increasingly
recognized as having potential for abuse because of its ability to bind to opioid receptors,” 7-OH
cannot legally be added to dietary supplements.20 To further protect consumers, the FDA has
issued warning letters to firms marketing products containing 7-hydroxymitragynine.21
5
Fluyau and Neelambika, supra note 6.
6
See Charles Veltri and Oliver Grundmann, Current Perspectives on the Impact of Kratom Use, SUBSTANCE ABUSE AND
REHAB. J. VOL. 10, 23-31 (July 1, 2019) available at https://pubmed.ncbi.nlm.nih.gov/31308789/ (last visited Jan. 20, 2026).
7
Id.; see also FLORIDA DEPT. LAW ENF’T, Drugs Identified in Deceased Persons by Florida Medical Examiners (July 2024),
available at https://www.fdle.state.fl.us/getContentAsset/e532a8a9-dc3a-4537-a7e6-760e41b582c2/73aabf56-e6e5-4330-
95a3-5f2a270a1d2b/2023-Interim-Drug-Report-FINAL.pdf?language=en (last visited Jan. 20, 2026).
8
NAT’L CENTER FOR COMPLEMENTARY AND INTEGRATIVE HEALTH, Kratom, available at
https://www.nccih.nih.gov/health/kratom (last visited Jan. 20, 2026).
9
See Carter Weinhofer, MIAMI HERALD, A Florida area may crack down on kratom. What to know about the designer drug,
available at https://www.miamiherald.com/news/state/florida/article312018147.html (last visited Jan. 20, 2026).
10
ALA. CODE § 20-2-23.
11
ARK. ADMIN. CODE § 007.07.2.
12
IND. CODE § 35-48-2-4; IND. CODE § 35-31.5-22-321.
13
See RHODE ISLAND DEPT. OF HEALTH, Notice of Designation of Controlled Substance (May 31, 2017), available at
https://docs.wixstatic.com/ugd/9ba5da_9836aee2b9f04a30b55fe480fe3c6ff4.pdf. (last visited Jan. 20, 2026).
14
VT. ADMIN. CODE 12-5-23:7.0.
15
Wis. Stat. § 961.14.
16
See LEGIS. ANALYSIS AND PUB. POL’Y ASS’N, Regulation of Kratom in America: Update (September 2022), available at
https://legislativeanalysis.org/wp-content/uploads/2022/10/Kratom-Fact-Sheet-FINAL.pdf (last visited Jan. 20, 2026).
17
Press Release, FDA Seizes 7-OH Opioids to Protect American Consumers, available at https://www.fda.gov/news-
events/press-announcements/fda-seizes-7-oh-opioids-protect-american-consumers (last visited Jan. 20, 2026).
18
U.S. FDA, Products Containing 7-OH Can Cause Serious Harm, available at https://www.fda.gov/consumers/consumer-
updates/products-containing-7-oh-can-cause-serious-harm (last visited Jan. 20, 2026).
19
Press Release, supra note 17.
20
Press Release, supra note 17.
21
Press Release, FDA Issues Warning Letters to Firms Marketing Products Containing 7-Hydroxymitragynine, available at
https://www.fda.gov/news-events/press-announcements/fda-issues-warning-letters-firms-marketing-products-containing-7-
hydroxymitragynine (last visited Jan. 20, 2026).
BILL: SB 994 Page 3
Kratom in Florida
In 2023, the Legislature enacted the Florida Kratom Consumer Protection Act,22 which made it
unlawful to sell, deliver, barter, furnish, or give, directly or indirectly, any kratom product to a
person under 21 years of age. The Florida Department of Agriculture and Consumer Services
(FDACS) adopted rules to implement the act.23
Continuing concern over chemical compounds found in kratom led Florida’s Attorney General to
implement an emergency rule in August 2025 making it illegal to sell, possess, or distribute any
isolated or concentrate form of 7-OH (of more than 400 parts per million) in the state.24
Following this emergency rule, FDACS has coordinated the removal over 17,000 packages
containing 7-OH from retail shelves.25
III. Effect of Proposed Changes:
Kratom Product Requirements
Section 1 amends s. 500.92, F.S., the “Florida Kratom Consumer Protection Act.”
Under the bill, finished kratom products26 sold at retail stores, including food establishments
under s. 500.03, F.S.,27 convenience stores, or kava or kratom28 bar, must be in one of the
following delivery forms: dried leaf, kratom beverage,29 powder, pill, liquid dietary supplement,
gummy or food, or capsule. Additionally, the finished kratom product must:
• Possess a certificate of analysis.
• Be registered with FDACS.
22
Section 500.92, F.S.
23
Fla. Admin. Code R. 5K-4.030.
24
Fla. Admin. Code R. 2ER25-2 (2025); Press Release, Attorney General James Uthmeier Files Emergency Rule;
Immediately Removing Dangerous 7-OH from Store Shelves, available at
https://www.myfloridalegal.com/newsrelease/attorney-general-james-uthmeier-files-emergency-rule-immediately-removing-
dangerous-7 (last visited Jan. 20, 2026) (“7-OH is a chemical compound found naturally in the kratom plant. While naturally
occurring, levels are low in whole kratom leaves and isolated or concentrated forms of 7-OH—often found in extracts, shots,
powders, or capsules—are much more potent. These products are frequently marketed as natural or wellness supplements but
can lead to addiction, overdose, and other serious health effects. The Florida Department of Health and local agencies have
reported a recent increase in emergency room visits and adverse health incidents linked to kratom, particularly among
individuals under the age of 25. The products are often sold in gas stations, vape shops, and convenience stores, sometimes in
packaging designed to appeal to teens and young adults.”).
25
Press Release, Commissioner Wilton Simpson Announces Over 17,000 Dangerous 7-OH Packages Removed from Florida
Stores Following Emergency Ban, available at https://www.fdacs.gov/News-Events/Press-Releases/2025-Press-
Releases/Commissioner-Wilton-Simpson-Announces-Over-17-000-Dangerous-7-OH-Packages-Removed-from-Florida-
Stores-Following-Emergency-Ban (last visited Jan. 20, 2026).
26
“Finished kratom product” means a kratom product that is ready for sale to the end user. For purposes of registration, a
finished kratom product is differentiated by its ingredients, not by its weight, volume, or size.
27
“Food establishment” means a factory, food outlet, or other facility manufacturing, processing, packing, holding, storing,
or preparing food or selling food at wholesale or retail. The term does not include a business or activity regulated under s.
413.051, s. 500.80, chapter 509, or chapter 601. The term includes tomato packinghouses and repackers but does not include
any other establishments that pack fruits and vegetables in their raw or natural states, including those fruits or vegetables that
are washed, colored, or otherwise treated in their unpeeled, natural form before they are marketed.
28
“Kratom” means the plant or any part of the plant Mitragyna speciosa in any form.
29
“Kratom beverage” means a prepackaged liquid kratom product in the form of a tea, a seltzer or tonic water, or a tincture.
BILL: SB 994 Page 4
• Include directions for consumption on the product’s label, including but not limited to
specified warnings, servings per package, amount of certain substances in the product,
expiration date, and the name and business of the registrant.
• Comply with the packaging and labeling requirements in ch. 500, F.S., and rules adopted
pursuant to this chapter.
• Not be attractive to children.30
• Be packaged in a container that is suitable for consumption, in compliance with the U.S.
Poison Prevention Packaging Act, 15 U.S.C. ss. 1471, and contain a graduated measuring
device if applicable.
• Not be adulterated, including metals, pesticides, or pathogens exceeding limits set under this
section or FDACS rule.
• Not be served in a form that combines or mixes finished kratom products with psychoactive
substances that impact the central nervous system.
Pursuant to subsection (4), the aforementioned requirements do not apply to finished kratom
products processed/manufactured in Florida but subsequently transported for sale out of state.
Federal and State Registration Requirements
Subsection (4) adds requirements to s. 500.92, F.S., mandating that kratom products31 be
manufactured or distributed only by processors32 permitted to operate as a food establishment
under s. 500.03, F.S. Processors that manufacturer, process, pack, or offer for sale kratom,
kratom products, or finished kratom products must be registered with the U.S. FDA.
Additionally, processors must comply with 21 C.F.R. part 21033 and maintain product liability
insurance with an occurrence limit of $3 million.
Under the bill, for each batch of a registered, finished kratom product, the processor must retain,
and upon request, submit a certificate of analysis to FDACS from an accredited laboratory.
Additionally, the bill requires that:
• The laboratory be accredited under the International Organization for
Standardization/International Electrotechnical Commission requirements and by an
accreditation body that is a signatory to the International Laboratory Accreditation
Cooperation Mutual Recognition Arrangement.
• The processor not have financial or economic interest in the laboratory or accrediting body.
• The processor maintain the certificate of analysis for at least a year after the finished kratom
product’s expiration date.
• The certificate of analysis demonstrate the finished kratom product is in compliance with
statutory and rule concentration limits for:
o Alkaloid and alkaloid metabolites;
30
“Attractive to children” means a product manufactured: 1. In a shape that resembles a human, a cartoon character, or an
animal; or 2. In a form that resembles an existing candy product that is widely distributed or branded.
31
“Kratom product” means a food product, food ingredient, dietary ingredient, dietary supplement, or beverage intended for
human consumption which contains any part of the leaf of the plant Mitragyna speciosa and is manufactured as a powder,
capsule, pill, beverage, or other consumable form.
32
“Processor” means an entity that: 1. Refines kratom into input ingredients for the purpose of manufacturing a finished
kratom product; 2. Manufactures finished kratom products; or 3. Packages finished kratom products for resale.
33
Part 210 sets forth federal regulations on the manufacturing of drugs and other goods.
BILL: SB 994 Page 5
o Residual solvents;
o Heavy metals, including cadmium, arsenic, mercury, and lead; and
o Pesticides and any other substance limited by FDACS rule.
Despite the requirements in this section, the bill provides that separate registration is not
necessary for kratom beverages combined with other food or beverage by the kratom food
service establishment34 to be consumed on the premises.
Furthermore, finished kratom products produced in this state and transported for sale out of state:
• May not be sold or transported to a consumer or retailer in Florida.
• Must be in a package marked “not for us or retail sale in Florida” in specified font and size.
• Must be physically separated from finished kratom products that will be sold/used in Florida.
Reporting and Testing
Next, subsection (5) of the bill provides that if a processor or FDACS receives notice of any
adverse health event suspected to be related to the kratom product, the processor or FDACS must
submit an adverse event report to the FDA. If probable cause exists that a kratom product may be
adulterated, FDACS may require third-party testing at the processor’s expense. If the processor
does not pay FDACS for this testing within thirty days of receiving an invoice, FDACS must
revoke the processor’s registration for that product.
Prohibitions and Violations
Subsection (6) of the bill makes it unlawful to serve kratom beverages combined with alcohol,
drugs, or other kratom products.
The bill expands violations under subsection (7), outlining that processors that manufacture,
deliver, offer for sale, distribute, or sell finished kratom products that are not registered and
maintaining a certificate of analysis pursuant to subsection (3) are committing a second degree
misdemeanor. If a kratom product is possessed, manufactured, delivered, offered for sale,
distributed or sold in violation of this section, the entity at fault is subject to a stop-sale order and
specified penalties. If a kratom product is considered attractive to children and subject to a stop-
sale order, FDACS may not grant permission to remove or use the products until they comply
with this s. 500.92, F.S.
Additionally, a processor that manufactures, delivers, offers for sale, distributes, or sells a kratom
product that contains any controlled substances or adulterants is in violation of this section. Last,
subsection (7) provides that a laboratory that fails to ensure the accuracy of its certificates of
analysis will be subject to an administrative fine (as set out in FDACS rule).
34
“Kratom food service establishment” means any public food service establishment licensed as provided in chapter 509
which sells finished kratom products.
BILL: SB 994 Page 6
Funding
Section 2 appropriates sums of $1,920,141.22 in recurring funds and $1,791,608 in nonrecurring
funds to FDACS, with twenty-four full-time positions and an associated salary rate of
$1,508,152.18, to implement this act.
Effective Date
Section 3 sets out an effective date of October 1, 2026.
IV. Constitutional Issues:
A. Municipality/County Mandates Restrictions:
None.
B. Public Records/Open Meetings Issues:
None.
C. Trust Funds Restrictions:
None.
D. State Tax or Fee Increases:
None.
E. Other Constitutional Issues:
None identified.
V. Fiscal Impact Statement:
A. Tax/Fee Issues:
None.
B. Private Sector Impact:
None.
C. Government Sector Impact:
The bill appropriates funds and positions to FDACS to implement the bill’s enforcement
requirements.
VI. Technical Deficiencies:
None.
BILL: SB 994 Page 7
VII. Related Issues:
None.
VIII. Statutes Affected:
This bill substantially amends section 500.92 of the Florida Statutes.
IX. Additional Information:
A. Committee Substitute – Statement of Changes:
(Summarizing differences between the Committee Substitute and the prior version of the bill.)
None.
B. Amendments:
None.
This Senate Bill Analysis does not reflect the intent or official position of the bill’s introducer or the Florida Senate.
Florida Senate - 2026 SB 994 Florida Senate - 2026 SB 994
By Senator Gruters
22-00574B-26 2026994__ 22-00574B-26 2026994__
1 A bill to be entitled 30 rule concentration limits for specified substances;
2 An act relating to the Florida Kratom Consumer 31 requiring that certain finished kratom products comply
3 Protection Act; amending s. 500.92, F.S.; defining 32 with product registration and testing requirements;
4 terms; revising the definition of the term “kratom 33 providing an exception; providing nonapplicability;
5 product”; requiring that finished kratom products sold 34 providing requirements for finished kratom products
6 to consumers at certain establishments meet certain 35 produced in this state and subsequently shipped or
7 requirements; requiring that kratom products be 36 transported out of this state for sale outside of this
8 manufactured only by a processor who holds a certain 37 state; requiring a processor or the department to
9 permit issued by the Department of Agriculture and 38 submit a certain report to the United States Food and
10 Consumer Services; prohibiting specified operations; 39 Drug Administration if a processor or the department
11 prohibiting exemptions from certain requirements; 40 receives a certain notice; authorizing the department
12 requiring certain processors to be properly registered 41 to conduct an independent third-party test of a kratom
13 with the United States Food and Drug Administration; 42 product if probable cause exists that the product is
14 requiring processors to comply with certain 43 adulterated; requiring the processor to pay the
15 regulations; requiring processors to maintain product 44 testing cost; authorizing the department to revoke the
16 liability insurance with a specified occurrence limit; 45 processor’s product registration if the processor
17 requiring processors of a finished kratom product to 46 fails to pay for such test within a specified
18 retain and submit a certificate of analysis from an 47 timeframe; providing prohibitions; providing criminal
19 accredited laboratory to the Department of Agriculture 48 penalties; providing that certain kratom products are
20 and Consumer Services for each batch of finished 49 subject to a stop-sale order; authorizing the
21 kratom product; specifying requirements for such 50 department to revoke a processor’s finished kratom
22 laboratory; prohibiting processors from having any 51 product registration under certain circumstances;
23 financial or economic interest in such laboratory or 52 providing that a processor whose kratom product
24 the body accrediting such laboratory; requiring 53 contains a controlled substance or other prohibited
25 processors to maintain their certificates of analysis 54 substances is in violation of the act; authorizing the
26 for a specified amount of time after the finished 55 levying of administrative fines for laboratories that
27 kratom product’s expiration date; requiring that the 56 fail to comply with certain requirements; providing an
28 certificate of analysis demonstrate that the finished 57 appropriation; providing an effective date.
29 kratom product is in compliance with statutory and 58
Page 1 of 10 Page 2 of 10
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 994 Florida Senate - 2026 SB 994
22-00574B-26 2026994__ 22-00574B-26 2026994__
59 Be It Enacted by the Legislature of the State of Florida: 88 synthetically derived compound of such plant and is manufactured
60 89 as a powder, capsule, pill, beverage, or other consumable edible
61 Section 1. Section 500.92, Florida Statutes, is amended to 90 form.
62 read: 91 (g) “Processor” means an entity that:
63 500.92 Florida Kratom Consumer Protection Act.— 92 1. Refines kratom into input ingredients for the purpose of
64 (1) SHORT TITLE.—This section may be cited as the “Florida 93 manufacturing a finished kratom product;
65 Kratom Consumer Protection Act.” 94 2. Manufactures finished kratom products; or
66 (2) DEFINITIONS.—As used in this section, the term: 95 3. Packages finished kratom products for resale.
67 (a) “Attractive to children” means a product manufactured: 96 (3) KRATOM PRODUCT RETAIL SALE REQUIREMENTS.—Finished
68 1. In a shape that resembles a human, a cartoon character, 97 kratom products sold to consumers at retail establishments,
69 or an animal; or 98 including a food establishment as defined in s. 500.03(1), a
70 2. In a form that resembles an existing candy product that 99 convenience store, or a kava or kratom bar:
71 is widely distributed or branded. 100 (a) Must be in one of the following delivery forms:
72 (b) “Finished kratom product” means a kratom product that 101 1. Dried leaf;
73 is ready for sale to the end user. For purposes of registration, 102 2. Kratom beverage;
74 a finished kratom product is differentiated by its ingredients, 103 3. Powder;
75 not by its weight, volume, or size. 104 4. Pill;
76 (c) “Kratom” means the plant or any part of the plant 105 5. Liquid dietary supplement;
77 Mitragyna speciosa in any form. 106 6. Gummy or food; or
78 (d) “Kratom beverage” means a prepackaged liquid kratom 107 7. Capsule.
79 product in the form of a tea, a seltzer or tonic water, or a 108 (b) Must possess a certificate of analysis, which must be
80 tincture. 109 submitted to the department pursuant to paragraph (4)(e).
81 (e) “Kratom food service establishment” means any public 110 (c) Must be registered with the department pursuant to this
82 food service establishment licensed as provided in chapter 509 111 section.
83 which sells finished kratom products. 112 (d) Must include directions for consumption of the kratom
84 (f) “Kratom product” means a food product, food ingredient, 113 product on the product’s label, including, but not limited to:
85 dietary ingredient, dietary supplement, or beverage intended for 114 1. Maximum dosage of 100 milligrams of kratom alkaloids per
86 human consumption which contains any part of the leaf of the 115 serving;
87 plant Mitragyna speciosa or an extract, synthetic alkaloid, or 116 2. Number of servings per package;
Page 3 of 10 Page 4 of 10
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 994 Florida Senate - 2026 SB 994
22-00574B-26 2026994__ 22-00574B-26 2026994__
117 3. Milligrams of mitragynine and 7-hydroxymitragynine per 146 (i) May be sold only in establishments that restrict entry
118 serving; 147 to persons who are 21 years of age or older and require age
119 4. A warning advising consumers of the number of servings 148 verification.
120 that may be safely consumed in a 24-hour period; 149 (j) May not be served in a form that combines or mixes
121 5. A warning prohibiting use by individuals who are under 150 finished kratom products with psychoactive substances that
122 21 years of age; 151 impact the central nervous system, including, but not limited
123 6. A warning advising against use by individuals who are 152 to, alcohol, caffeine, kava, cannabinoids, and nicotine.
124 pregnant or breastfeeding; 153 (4) PERMIT FOR PROCESSING FINISHED KRATOM PRODUCTS AND
125 7. A warning advising the consumer to consult a health care 154 FEDERAL AND STATE REGISTRATION REQUIREMENTS FOR PROCESSORS.—
126 professional before use, that the product may be habit-forming, 155 (a) Kratom products may be manufactured or distributed in
127 and that it may cause adverse health effects; 156 this state only by a processor who holds a permit issued by the
128 8. A warning stating the following: “These statements have 157 department to operate as a food establishment as defined in s.
129 not been evaluated by the United States Food and Drug 158 500.03(1). A processor may not operate as a cottage food
130 Administration. This product is not intended to diagnose, treat, 159 operation pursuant to s. 500.80 and is not exempt from food
131 cure, or prevent any disease.”; 160 permit requirements pursuant to s. 500.12(1)(a)1.
132 9. The expiration date; and 161 (b) A processor that manufactures, processes, packs, or
133 10. The name and place of business of the registrant. 162 offers for sale kratom, kratom products, or finished kratom
134 (e) Must comply with the packaging and labeling 163 products must be properly registered with the United States Food
135 requirements set forth in this chapter and with the rules 164 and Drug Administration.
136 adopted pursuant thereto. 165 (c) A processor shall comply with 21 C.F.R. part 210.
137 (f) May not be attractive to children. 166 (d) A processor shall maintain product liability insurance
138 (g) Must be packaged in a container that: 167 with an occurrence limit of $3 million.
139 1. Is suitable to contain products for human consumption. 168 (e) For each batch of a registered, finished kratom
140 2. Is compliant with the United States Poison Prevention 169 product, the processor shall retain and, upon request, submit a
141 Packaging Act of 1970, 15 U.S.C. ss. 1471 et seq. 170 certificate of analysis to the department from an accredited
142 3. Contains a graduated measuring device, if applicable. 171 laboratory. The laboratory must be accredited under the
143 (h) May not be adulterated, including containing metals, 172 International Organization for Standardization
144 pesticides, or pathogens in excess of the limits set by this 173 (ISO)/International Electrotechnical Commission (IEC) 17025:2017
145 section or department rule. 174 general requirements for competence of testing and calibration
Page 5 of 10 Page 6 of 10
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 994 Florida Senate - 2026 SB 994
22-00574B-26 2026994__ 22-00574B-26 2026994__
175 laboratories standard by an accreditation body that is a 204 in this state, a retail establishment in this state, or to a
176 signatory to the International Laboratory Accreditation 205 person who intends to sell such products to a consumer in this
177 Cooperation Mutual Recognition Arrangement or a subsequent 206 state;
178 arrangement. The processor may not have any direct or indirect 207 2. Must be in a package marked “NOT FOR USE OR RETAIL SALE
179 financial or economic interest in the laboratory or accrediting 208 IN FLORIDA” in a bold font size of at least 36 points; and
180 body. The processor shall maintain the certificates of analysis 209 3. Must be physically separated from finished kratom
181 for a minimum of 1 year after the finished kratom product’s 210 products that are, or are intended to be, sold or used in this
182 expiration date. The certificate of analysis must demonstrate 211 state.
183 that the finished kratom product is in compliance with the 212 (5) REPORTING AND TESTING.—
184 statutory and rule concentration limits for: 213 (a) If a processor or the department receives notice of any
185 1. Alkaloid and alkaloid metabolites; 214 adverse health event suspected to be related to the processor’s
186 2. Residual solvents; 215 kratom product, the processor or the department must submit an
187 3. Heavy metals, including cadmium, arsenic, mercury, and 216 adverse event report as set out in chapter 9 of the Federal
188 lead; and 217 Food, Drug, and Cosmetic Act, 21 U.S.C. s. 379aa-1(b)(1) to the
189 4. Pesticides and any substance limited by department rule. 218 United States Food and Drug Administration.
190 (f) A finished kratom product served by a kratom food 219 (b) If probable cause exists that a kratom product may be
191 service establishment must comply with the requirements of this 220 adulterated, the department may require an independent third-
192 section; however, a separate registration under this subsection 221 party test of the kratom product by a laboratory of the
193 is not required when a kratom beverage is combined with another 222 department’s choice, and the processor must pay the cost of the
194 food or beverage by the kratom food service establishment for 223 test. If the processor does not make such payment to the
195 consumption on premises. 224 department within 30 days after receiving the invoice for the
196 (g) Subsection (3) does not apply to finished kratom 225 testing fee, the department must revoke the registration for
197 products processed or manufactured in this state and 226 that product.
198 subsequently shipped or transported out of this state for sale 227 (6) PROHIBITIONS.—
199 or use outside of this state. 228 (a) It is unlawful to serve kratom beverages combined with
200 (h) Finished kratom products produced in this state and 229 alcohol, drugs, or other kratom products.
201 subsequently shipped or transported out of this state for sale 230 (b) It is unlawful to sell, deliver, barter, furnish, or
202 outside of this state: 231 give, directly or indirectly, any kratom product to a person who
203 1. May not be sold, shipped, or transported to a consumer 232 is under 21 years of age.
Page 7 of 10 Page 8 of 10
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 994 Florida Senate - 2026 SB 994
22-00574B-26 2026994__ 22-00574B-26 2026994__
233 (7)(4) VIOLATIONS.— 262 certificates of analysis issued pursuant to this section is
234 (a) A violation of subsection (4) (3) is a misdemeanor of 263 subject to an administrative fine as provided by department
235 the second degree, punishable as provided in s. 775.082 or s. 264 rule.
236 775.083. 265 (8)(5) RULES.—The department shall adopt rules to
237 (b) A processor that manufactures, delivers, offers for 266 administer this section.
238 sale, distributes, or sells a finished kratom product that 267 Section 2. For the 2026-2027 fiscal year, the sums of
239 violates paragraph (3)(b) or paragraph (3)(c) commits a 268 $1,920,141.22 in recurring funds and $1,791,608 in nonrecurring
240 misdemeanor of the second degree, punishable as provided in s. 269 funds from the General Inspection Trust Fund are appropriated to
241 775.082 or s. 775.083. 270 the Department of Agriculture and Consumer Services, and 24
242 (c) Kratom products possessed, manufactured, delivered, 271 full-time equivalent positions with associated salary rate of
243 offered for sale, distributed, or sold in violation of this 272 $1,508,152.18 are authorized, for the purpose of implementing
244 section by an entity regulated under this chapter are subject to 273 this act.
245 s. 500.172 and an immediate stop-sale order, and the entity is 274 Section 3. This act shall take effect October 1, 2026.
246 subject to penalties as provided in s. 500.121. The department
247 may not grant permission to remove or use, except for disposal,
248 finished kratom products subject to a stop-sale order which are
249 attractive to children until the finished kratom products comply
250 with this section.
251 (d) If a processor fails to provide the department with a
252 certificate of analysis within 7 days after receiving a request
253 from the department or fails to immediately report an adverse
254 health event to the department as required by this section, the
255 department may revoke the processor’s finished kratom product
256 registration.
257 (e) A processor that manufactures, delivers, offers for
258 sale, distributes, or sells a kratom product that contains any
259 controlled substance or adulterants is in violation of this
260 section.
261 (f) A laboratory that fails to ensure the accuracy of its
Page 9 of 10 Page 10 of 10
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
The Florida Senate
BILL ANALYSIS AND FISCAL IMPACT STATEMENT
(This document is based on the provisions contained in the legislation as of the latest date listed below.)
Prepared By: The Professional Staff of the Committee on Commerce and Tourism
BILL: SB 998
INTRODUCER: Senator Yarborough
SUBJECT: Department of Commerce
DATE: January 20, 2026 REVISED:
ANALYST STAFF DIRECTOR REFERENCE ACTION
1. Renner McKay CM Favorable
2. ATD
3. RC
I. Summary:
SB 998 makes several changes relating to the Department of Commerce (FloridaCommerce),
including:
• Providing an exemption from land being reverted to the Board of Trustees of the Internal
Improvement Trust Fund if land conveyances are at less than the appraised value for federal
government agencies, including the Department of Defense, the Army, the Navy, the Air
Force, and the U.S. Coast Guard, if the primary purpose of remaining as a military
installation buffer continues, even though the specific military purpose, mission, and function
on the conveyed land is modified or changes from that which was present or proposed at the
time of the conveyance.
• Revising the definition of “rural community” to specify that an unincorporated area with a
population of 25,000 or fewer may be designated as a rural community under the Rural
Economic Development Initiative.
• Repealing a series of statutory provisions that establish and govern the Florida Small Cities
Community Development Block Grant Program (program); designating FloridaCommerce as
the state agency to receive and administer federal funding from the U.S. Department of
Housing and Urban Development (HUD) to administer the program; authorizing
FloridaCommerce to award grants and disburse funds under the program; authorizing
FloridaCommerce to administer funds in any year in which supplemental federal funding is
received for eligible expenses associated with disaster recovery, long-term recovery, or
infrastructure restoration in areas impacted by a federally declared disaster; authorizing
FloridaCommerce to administer future funding for purposes not expressly listed in the bill, so
long as the administration complies with applicable federal authorizing law, regulations, or
guidance from HUD.
• Requiring employers using the E-Verify system to maintain E-Verify verification results
showing each employee is authorized to work; requiring FloridaCommerce to issue an initial
notice of noncompliance and give the employer 30 days to cure the issue, and imposing a
$1,000 per employee per day fine if an employer fails to cure a violation three times within
BILL: SB 998 Page 2
24 months; placing employers on probation and requiring quarterly affidavits confirming
compliance for violations; authorizing FloridaCommerce to recover costs of investigations
and prosecutions.
The bill takes effect July 1, 2026.
II. Present Situation:
The present situation for each issue is described below in Section III, Effect of Proposed
Changes.
III. Effect of Proposed Changes:
Present Situation:
Military Base Protection
The Board of Trustees of the Internal Improvement Trust Fund (Board of Trustees) holds state
lands in trust for the use and benefit of the people of Florida.1 The Board of Trustees consists of
the Governor, Attorney General, Chief Financial Officer, and Commissioner of Agriculture. This
body may acquire, sell, transfer, and administer state lands in the manner consistent with chs.
253 and 259, F.S.2 The Department of Environmental Protection (DEP), through its Division of
State Lands (DSL), performs all staff duties and functions related to the acquisition,
administration, and disposition of state lands.3
“Conservation lands” are lands managed for conservation, outdoor resource-based recreation, or
archaeological or historic preservation, except those lands acquired solely to facilitate the
acquisition of other conservation lands.4
The Board of Trustees may acquire nonconservation lands from FloridaCommerce’s annual list
through the Military Base Protection Program to buffer a military installation against
encroachment.5 A conveyance at less than appraised value must state that the land will revert to
the Board of Trustees if it is not used for its intended purpose as a military installation buffer, or
if the military installation closes.6
Effect of Proposed Changes
Section 10 amends s. 253.025, F.S., providing an exemption from land being reverted to the
Board of Trustees if land conveyances are at less than the appraised value. The exemption
applies to federal government agencies, including, but not limited to, the Department of Defense
and its subordinate Departments of the Army, the Navy, the Air Force, and the Department of
Homeland Security’s U.S. Coast Guard, so long as the primary purpose of remaining as a
1
Section 253.001, F.S.
2
Section 253.02(1), F.S.
3
Section 253.002(1), F.S.
4
Section 253.034(2)(c), F.S.
5
Section 253.025(21)(a), F.S.
6
Section 253.025(21)(d), F.S.
BILL: SB 998 Page 3
military installation buffer continues, even though the specific military purpose, mission, and
function on the conveyed land is modified or changes from that which was present or proposed at
the time of the conveyance.
Present Situation
Rural Economic Development Initiative (REDI)
The Rural Economic Development Initiative (REDI) was established by the Legislature to
encourage and facilitate the location and expansion of major economic development projects of
significant scale in rural communities.7 Today, the REDI operates as a statewide initiative led by
FloridaCommerce to better serve Florida’s rural communities by providing a more focused and
coordinated effort among state and regional agencies to improve the fiscal, economic, and
community viability of these areas.8
Specified agencies and organizations9 are required to designate a high-level staff person to serve
as their REDI representative. Each REDI representative is responsible for ensuring that their
agency or organization is informed about REDI and helps to identify opportunities to
accommodate or include rural local governments in their agency programs.
REDI is required to review and evaluate the impact of statutes and rules on rural communities
and work to minimize any adverse impacts, and undertake outreach and capacity-building
efforts.10 Under the REDI statute, a rural community is defined as:
• A county with a population of 75,000 or fewer;
• A county with a population of 125,000 or fewer, if the county is contiguous to a county with
a population of 75,000 or fewer;
• Any municipality in a county that meets the above criteria; or
• An unincorporated federal enterprise community or an incorporated rural city with a
population of 25,000 or fewer, with an employment base focused on traditional agriculture or
resource-based industries, located in a county not defined as rural, and which has at least
three or more economic distress factors.11
Each REDI member agency is required to review financial match requirements for projects in
rural areas and develop a proposal to waive or reduce match requirements, and such proposals
must be submitted to REDI.12 REDI must call a meeting within 30 days of receipt of such
proposals for comment and recommendation.13 Waivers and reductions must be requested by the
county or community, and, to the fullest extent possible, member organizations must expedite the
7
Section 288.0656(1)(a), F.S.
8
Section 288.0656(3), F.S.
9
The Department of Transportation, Department of Environmental Protection, Department of Agriculture and Consumer
Services, Department of State, Department of Health, Department of Children and Families, Department of Corrections,
Department of Education, Department of Juvenile Justice, Fish and Wildlife Conservation Commission, each water
management district, CareerSource Florida, Inc., VISIT Florida, the Florida Regional Planning Council Association, Agency
for Health Care Administration, the Institute of Food and Agricultural Sciences (IFAS). See s. 288.0656(6)(a), F.S.
10
Section 288.0656(4), F.S.
11
Section 288.0656(2)(e), F.S.
12
Section 288.06561, F.S.
13
Section 288.06561(3), F.S.
BILL: SB 998 Page 4
adoption of rules and amendments to incorporate the reduction in match for rural areas in
financial distress.14 REDI must prepare an annual report as a supplement to FloridaCommerce’s
annual report, which includes an evaluation of the status of changes to rules, the number of
awards made with waivers, and recommendations for future changes.15
Based on recommendations of the REDI, the Governor may designate up to three rural areas of
opportunity (RAOs) by executive order,16 which establishes certain local governments as a
priority for the department. The orders also permit all state agencies and departments to use all
available tools and resources, to the extent permitted by law, to promote the creation and
development of projects designated by the RAO that have been recommended by the
department.17
Rural Area of Opportunity
A RAO is a rural community,18 or region comprised of rural communities, designated by the
Governor, that has been adversely affected by an extraordinary economic event, severe or
chronic distress, or a natural disaster.19 An area may also be designated as an RAO if it presents
a unique economic development opportunity of regional impact.20 The designation of an RAO
must be agreed upon by FloridaCommerce, as well as the county and municipal governments, to
be included in the RAO.21
This designation establishes these areas as priority assignments for REDI and allows the
Governor, acting through REDI, to waive criteria, requirements, or similar provisions of any
economic development initiative. Such incentives include, but are not limited to, the Quick
Response Training Program22, the Quick Response Training Program for participants in the
welfare transition program23, transportation projects,24 the brownfield redevelopment bonus
refund25, and the rural job tax credit program.26
Currently, there are three designated RAO areas:27
• Northwest RAO: Calhoun, Franklin, Gadsden, Gulf, Holmes, Jackson, Liberty, Wakulla,
and Washington counties, and portions of Bay, Okaloosa, and Walton Counties.
14
Section 288.06561(4) and (7), F.S.
15
Section 288.06561(8), F.S.
16
Section 288.0656(7)(a), F.S.
17
Executive Orders 20-170, 21-149, and 23-132 and 25-141 available at
https://www.flgov.com/eog/sites/default/files/executive-orders/2024/EO_20-170.pdf,
https://www.flgov.com/eog/sites/default/files/executive-orders/2024/EO_21-149.pdf, and
https://www.flgov.com/eog/sites/default/files/executive-orders/2024/EO-23-132.pdf and
https://www.flgov.com/eog/sites/default/files/executive-orders/2025/EO%2025-141.pdf (last visited Jan. 20, 2026)
18
Section 288.0656(2)(e), F.S.
19
Section 288.0656(2)(d), F.S.
20
Id.
21
Section 288.0656(7)(b), F.S.
22
Section 288.047, F.S.
23
Section 288.047(8), F.S.
24
Section 339.2821, F.S.
25
Section 288.107, F.S.
26
Sections 212.098 and 220.1895, F.S.
27
Florida Department of Commerce, Office of Rural Initiatives, available at https://www.floridajobs.org/community-
planning-and-development/office-of-rural-initiatives (last visited Jan. 20, 2026).
BILL: SB 998 Page 5
• South Central RAO: DeSoto, Glades, Hardee, Hendry, Highlands, and Okeechobee
counties, and the communities of Pahokee, Belle Glade, and South Bay in Palm Beach
County and Immokalee in Collier County.28
• North Central RAO: Baker, Bradford, Columbia, Dixie, Gilchrist, Hamilton, Jefferson,
Lafayette, Levy, Madison, Putnam, Suwannee, Taylor, and Union counties.29
Effect of Proposed Changes
Section 11 amends s. 288.0656, F.S., revising the definition of “rural community” to specify that
an unincorporated area with a population of 25,000 or fewer may be designated as a rural
community under REDI.
Present Situation
Small City Community Development Block Grant Program Act
The Community Development Block Grant Program (CDBG) was established under Title I of
the federal Housing and Community Development Act of 1974 (the Act). The CDBG program
works to provide decent housing and a suitable living environment by expanding economic
opportunities to the most vulnerable in Florida communities. A need is considered urgent if it
poses a serious and immediate threat to the health or welfare of the community and has arisen in
the past 18 months.30
FloridaCommerce manages four CDBG programs:31
• Florida Small Cities Community Development Block Grant Program
• CDBG – Coronavirus Relief Funding
• Office of Disaster Recovery
• Neighborhood Stabilization Program
Small Cities Community Development Block Grant Program
FloridaCommerce administers the Small Cities CDBG Program Act (program) and distributes
funds to eligible non-entitlement communities. To be eligible, a city must have a population
under 50,000 or a county must have a population under 200,000.32 The program awards
subgrants to communities in four funding categories: economic development, neighborhood
revitalization, housing rehabilitation, commercial revitalization, and any other activity by federal
law.33
28
The economic development organization for this RAO is Florida’s Heartland Regional Economic Development Initiative,
Inc. See https://flaheartland.com/ (last visited Jan. 20, 2026).
29
The economic development organization for this RAO is the North Florida Economic Development Partnership. See
https://nflp.org/ (last visited Jan. 20, 2026).
30
Florida Department of Commerce, Community Development Block Grant Program, available at
https://floridajobs.org/community-planning-and-development/assistance-for-governments-and-organizations/community-
development-block-grant-program (last visited Jan. 20, 2026).
31
Id.
32
Id.
33
Section 290.044(3), F.S.
BILL: SB 998 Page 6
FloridaCommerce may annually set aside up to 15 percent of CDBG funds for use in local
government jurisdictions that have been declared an emergency or natural disaster by executive
order.34
FloridaCommerce is prohibited from awarding a grant until it has conducted a site visit to verify
the information contained in the local government’s application.35 FloridaCommerce must rank
each grant application and may prohibit an applicant from receiving the grant or penalize an
applicant in the rating of an application if the department determines that any applicant has failed
to substantially accomplish the results it proposed in previously funded applications.36
Additionally, applicants must hold at least two public hearings in the local jurisdiction where the
project is to be completed: one for public input and community needs, and one for comments on
the proposed application, including a published summary.37
Effect of Proposed Changes
The bill repeals the following statutes under the Florida Small Cities Community Development
Block Grant Program Act:
Section 1 repeals s. 290.0401, F.S., relating to the title of the program.
Section 2 repeals s. 290.0411, F.S., relating to the program’s legislative intent.
Section 3 repeals s. 290.042, F.S., relating to definitions under the program.
Section 4 repeals s. 290.043, F.S., relating to FloridaCommerce’s administration of the program.
Section 5 repeals s. 290.0455, F.S., relating to the Act’s Loan Guarantee Program.
Section 6 repeals s. 290.046, F.S., relating to the application procedures for grants under the
program.
Section 7 repeals s. 290.047, F.S., relating to grant ceilings, maximum administrative costs, and
provisions for loans in default.
Section 8 repeals s. 290.0475, F.S., relating to the process of rejecting grant applications and
penalties for failing to meet application conditions.
Section 9 repeals s. 290.048, F.S., relating to FloridaCommerce’s general powers to carry out
provisions of the Act.
34
Section 290.044(5), F.S.
35
Section 290.046(2)(d), F.S.
36
Section 290.046(2)(c), F.S.
37
Section 290.046(4), F.S.
BILL: SB 998 Page 7
Section 12 amends s. 290.044, F.S., designating FloridaCommerce as the state agency to receive
and administer federal funding from the United States Department of Housing and Urban
Development (HUD) to administer the program.
FloridaCommerce is authorized to award grants and disburse funds under the program in any
manner and in any amount, consistent with the purposes and requirements of the Act.
In any year in which FloridaCommerce receives supplemental federal funding from HUD for
eligible expenses associated with disaster recovery, long-term recovery, or infrastructure
restoration in impacted or distressed areas arising from a federally declared disaster,
FloridaCommerce must administer the funds consistent with the specific federal laws and HUD
guidance authorizing those allocations.
If FloridaCommerce receives future funding from HUD for purposes not expressly listed in this
section, FloridaCommerce must administer that funding in accordance with the specific federal
laws authorizing such funding, including any implementing guidance or regulations adopted by
HUD.
FloridaCommerce is authorized to adopt rules to administer this provision.
Present Situation
Employment Verification
It is unlawful for any person to knowingly employ, hire, recruit, or refer, either for herself or
himself or on behalf of another, for private or public employment, an alien who is not duly
authorized to work by the immigration laws of the United States, the Attorney General of the
United States, or the United States Secretary of the Department of Homeland Security.38 If
FloridaCommerce finds or is notified by a specified entity that an employer has knowingly
employed an unauthorized alien without verifying the employment eligibility, FloridaCommerce
must enter an order making such determination and require repayment of any economic
development incentive.39
FloridaCommerce must place the employer on probation for a 1-year period and require the
employer to report quarterly to FloridaCommerce to demonstrate compliance if a violation
occurred. Any violation occurring within 24 months after a prior violation constitutes grounds
for the suspension or revocation of all licenses issued by a licensing agency, subject to ch. 120,
F.S. FloridaCommerce is required to take the following actions for a violation involving:
• One to 10 unauthorized aliens, suspension of all applicable licenses held by a private
employer for up to 30 days by the respective agencies that issued them.
38
Section 448.09(1), F.S.
39
Section 448.09(2); Section 288.061(6), F.S., prohibits the Secretary of Commerce from approving an economic
development incentive application unless the application includes proof to the department that the applicant business is
registered with and uses the E-Verify system. Upon a final determination of noncompliance, the awardee must repay all
moneys received as an economic development incentive to the department within 30 days after the final determination.
Section 288.061, F.S.
BILL: SB 998 Page 8
• Eleven to 50 unauthorized aliens, suspension of all applicable licenses held by a private
employer for up to 60 days by the respective agencies that issued them.
• More than 50 unauthorized aliens, revocation of all applicable licenses held by a private
employer by the respective agencies that issued them.40
Section 448.095, F.S., requires an employer to verify each new employee’s employment
eligibility within 3 business days after the first day that the employee begins working for pay. A
public agency, or a private agency with 25 or more employees, must use the E-Verify system to
verify employment eligibility. Each employer required to use the E-Verify system must certify
compliance with the E-Verify system each year to the Department of Revenue when making
contributions to or reimbursing the state’s unemployment compensation or reemployment
assistance system.41
If the E-Verify system is unavailable for 3 business days after a new employee begins working
for pay and the employer cannot access the system to verify eligibility, the employer must use
the Employment Eligibility Verification form (Form I-9) to verify that the new hire is authorized
to work in the United States. The employer must retain a copy of the documentation provided
and any official verification generated for at least three years.42
An employer may not continue to employ an unauthorized alien after obtaining knowledge that a
person is or has become an unauthorized alien.43
An employer must provide copies of any documentation relied upon by the employer for the
verification of employment eligibility when requested by the following:44
• The Department of Law Enforcement;
• The Attorney General;
• The state attorney in the circuit in which the new employee works;
• The statewide prosecutor; or
• FloridaCommerce.
A person or entity that makes a request must rely on the Federal Government to verify an
employee’s employment eligibility and may not independently make a final determination as to
whether an employee is an unauthorized alien.45
An employer that uses the E-Verify system or, if that system is unavailable, Form I-9 has
established a rebuttable presumption that the employer did not knowingly employ an
unauthorized alien. An employer that uses the same documentation required by the United States
40
Section 448.09(4), F.S.
41
Section 448.095(2), F.S., An employer that voluntarily uses the E-Verify system may also make such a certification on its
first return each calendar year in order to document such use.
42
Section 448.095(2), F.S.
43
Id.
44
Section 448.095(3), F.S.
45
Id.
BILL: SB 998 Page 9
Citizenship and Immigration Services on its Form I-9 has established an affirmative defense46
that the employer did not knowingly employ an unauthorized alien.47
A public agency48 must require in any contract that the contractor,49 and any subcontractor50
thereof, register with and use the E-Verify system to verify the work authorization of all new
employees.51
If FloridaCommerce determines an employer failed to use the E-Verify system, the department
must notify the employer of noncompliance and provide the employer with 30 days to rectify the
noncompliance. If an employer fails to use the E-Verify system three times within a 24-month
period, FloridaCommerce must impose a fine of $1,000 per day until the employer provides
sufficient proof to FloridaCommerce that the noncompliance has been cured. FloridaCommerce
must use any fines collected for employer outreach and public notice of the state’s employment
verification laws. Noncompliance constitutes grounds for the suspension of all licenses until the
noncompliance has been cured.52
Effect of Proposed Changes
Section 13 amends s. 448.095, F.S., requiring employers using the E-Verify system to maintain
an E-Verify case result for each employee, confirming that they are authorized to work. The E-
Verify case result must clearly display the employee’s work authorization status.
The bill defines an “employer” as any person, firm, company, corporation, association, joint-
stock company, partnership, organization, or other legal entity that hires at least one person to
perform work in Florida and pays them (by salary, hourly wages, or any other form of value).
The definition does not include homeowners hiring casual laborers or independent contractors.
Each failure by an employer to provide requested documentation verifying an employee’s
eligibility to an enforcing government agency within 30 days constitutes noncompliance.
The employer’s failure to provide the requested documentation constitutes a reasonable basis that
the employer failed to use the E-Verify system. In such instances, FloridaCommerce must issue
an initial notification of noncompliance before imposing a fine or suspending an employer’s
license. The employer will have 30 days after FloridaCommerce’s initial notification to cure the
46
An affirmative defense is a defense in which the defendant introduces evidence, which, if found to be credible, will negate
criminal liability or civil liability, even if it is proven that the defendant committed the alleged acts.
47
Section 448.095(4), F.S.
48
“Public agency” means any office, department, agency, division, subdivision, political subdivision, board, bureau,
commission, authority, district, public body, body politic, state, county, city, town, village, municipality, or any other
separate unit of government created or established pursuant to law, and any other public or private agency, person,
partnership, corporation, or business entity acting on behalf of any public agency. Section 448.095(1)(d), F.S.
49
“Contractor” means a person or an entity that has entered or is attempting to enter into a contract with a public agency to
provide labor, supplies, or services to such agency in exchange for salary, wages, or other remuneration. Section
448.095(1)(a), F.S.
50
“Subcontractor” means a person or an entity that provides labor, supplies, or services to or for a contractor or another
subcontractor in exchange for salary, wages, or other remuneration.” Section 448.095(1)(e), F.S.
51
Guidance for entering into such contracts is provided in s. 448.095(5), F.S.
52
Section 448.095(6), F.S.
BILL: SB 998 Page 10
noncompliance, and an extension of no more than 30 days will be granted only if the employer
demonstrates good cause.
FloridaCommerce must issue a final determination of noncompliance if the employer fails to
timely cure the noncompliance. An employer may challenge the noncompliance through an
administrative hearing and, if unsuccessful, in court. The bill clarifies that the $ 1,000-per-day
fine for noncompliance applies to each employee whose employment eligibility was not verified.
Any subsequent noncompliance by the employer after the final determination of noncompliance
constitutes grounds for suspending all licenses until the noncompliance is cured.
The bill also authorizes FloridaCommerce to recover the reasonable costs of investigation and
prosecution, including salaries and benefits of personnel, costs related to the time spent by
attorneys and other personnel on the investigation and prosecution, and any other expenses
incurred by FloridaCommerce. If the assessed costs are not paid within 60 days after the
assessment, FloridaCommerce may contract for the collection of the costs, in which case the fees
charged by the collection agent will be added to the amount recovered from the employer, or
bring civil action to recover the costs. In such cases, FloridaCommerce has the right to reclaim
reasonable attorney fees and costs involved in the collection effort if FloridaCommerce is the
prevailing party.
To cure noncompliance, the employer must do all of the following:
• Register with the E-Verify system, if not already enrolled.
• Properly verify employment eligibility by using the E-Verify system or Form I-9.
• Provide an E-Verify case result and closure description for each employee showing that the
employee is authorized to work.
• Provide an affidavit to FloridaCommerce, under penalty of perjury, that all instances of
noncompliance have been corrected and that the employer is in full compliance.
The bill clarifies that FloridaCommerce is prohibited from investigating complaints based solely
on race, color, or national origin.
The bill authorizes FloridaCommerce to adopt rules to implement this provision.
Section 14 amends s. 448.09, F.S., relating to prohibited employment by unauthorized aliens, to
specify that “knowingly employs” means that an employer is aware of an unauthorized
individual alien’s unauthorized status or fails to take reasonable steps to verify their employment
eligibility after being made aware of potential violations.
The bill requires FloridaCommerce to issue a written determination to any employer that is
aware it is hiring an unauthorized alien, pursuant to the Administrative Procedure Act under ch.
120, F.S. If an administrative law judge rules in favor of FloridaCommerce, or the employer
loses its appeal, the employer must repay any economic development incentive.
The bill requires employers placed on probation to submit an affidavit to FloridaCommerce,
affirming that they are not employing any unauthorized aliens, on or before the last day of each
quarter. The first quarter is the quarter in which the final order is issued, and each subsequent
order begins 90 days after the previous quarter. FloridaCommerce is authorized to enforce
BILL: SB 998 Page 11
compliance with the affidavit by filing a petition with the circuit court in Leon County, which is
the venue for actions for such enforcement.
FloridaCommerce must provide a hearing to employers whose licenses have been suspended or
revoked pursuant to ch. 120, F.S.
FloridaCommerce may adopt rules to implement this provision.
Miscellaneous Provisions
Sections 15 – 19 reenact ss. 215.971, 288.062, 288.0655, 332.007, and 627.6699, F.S., for the
purpose of incorporating the amendments made under this bill.
Section 20 provides that the bill takes effect on July 1, 2026.
IV. Constitutional Issues:
A. Municipality/County Mandates Restrictions:
None.
B. Public Records/Open Meetings Issues:
None.
C. Trust Funds Restrictions:
None.
D. State Tax or Fee Increases:
None.
E. Other Constitutional Issues:
None identified.
V. Fiscal Impact Statement:
A. Tax/Fee Issues:
None.
B. Private Sector Impact:
Private sector entities may benefit indirectly from increased and expedited CDBG grants.
Improved clarity and consistency in E-Verify enforcement may reduce uncertainty and
compliance risk for employers.
BILL: SB 998 Page 12
C. Government Sector Impact:
The bill may have an indeterminate positive fiscal impact on local governments by
relieving them from certain administrative procedures and requirements needed to qualify
for CDBG grants.
VI. Technical Deficiencies:
None.
VII. Related Issues:
None.
VIII. Statutes Affected:
This bill substantially amends sections 253.025, 288.0656, 290.044, 448.095, and 448.09 of the
Florida Statutes.
This bill repeals sections 290.0401, 290.0411, 290.042, 290.043, 290.0455, 290.046, 290.047,
290.0475, and 290.048 of the Florida Statutes.
This bill reenacts sections 215.971, 288.062, 288.0655, 332.007, and 627.6699 of the Florida
Statutes.
IX. Additional Information:
A. Committee Substitute – Statement of Changes:
(Summarizing differences between the Committee Substitute and the prior version of the bill.)
None.
B. Amendments:
None.
This Senate Bill Analysis does not reflect the intent or official position of the bill’s introducer or the Florida Senate.
Florida Senate - 2026 SB 998 Florida Senate - 2026 SB 998
By Senator Yarborough
4-00724C-26 2026998__ 4-00724C-26 2026998__
1 A bill to be entitled 30 each employee which shows that the employee is
2 An act relating to the Department of Commerce; 31 authorized to work; requiring that the E-Verify case
3 repealing ss. 290.0401, 290.0411, 290.042, 290.043, 32 result visibly show the employee’s work authorization
4 290.0455, 290.046, 290.047, 290.0475, and 290.048, 33 status; providing that each failure of an employer to
5 F.S., relating to the Florida Small Cities Community 34 provide documentation within a specified timeframe
6 Development Block Grant Program Act; amending s. 35 constitutes noncompliance; requiring the department to
7 253.025, F.S.; providing an exemption for certain 36 issue a notification of noncompliance to an employer
8 conveyances of state lands to certain federal agencies 37 before issuing fines or suspending licenses; providing
9 which revert to the Board of Trustees of the Internal 38 that an employer’s failure to provide copies of any
10 Improvement Trust Fund if such land is not used for 39 documentation relied upon by the employer constitutes
11 its intended purposes as a military installation 40 a reasonable basis that the employer failed to use the
12 buffer or if the military installation closes; 41 E-Verify system; requiring the department to notify
13 amending s. 288.0656, F.S.; revising the definition of 42 the employer to comply within a specified timeframe;
14 the term “rural community”; amending s. 290.044, F.S.; 43 authorizing the department to grant extensions up to a
15 defining terms; designating the department as the 44 specified timeframe upon a showing of good cause;
16 state agency to receive and administer federal funding 45 requiring the department to issue a final
17 from the United States Department of Housing and Urban 46 determination of noncompliance if the employer does
18 Development (HUD) to administer the Florida Small 47 not timely cure its noncompliance; authorizing an
19 Cities Community Development Block Grant Program; 48 employer found to be noncompliant to request a
20 authorizing the department to award grants and 49 hearing; providing requirements for such hearings;
21 disburse funds received from HUD; requiring the 50 requiring an employer to repay any economic
22 department to administer additional federal funding 51 development incentive if the administrative law judge
23 through HUD for certain expenses in accordance with 52 rules in favor of the department or if the employer
24 the law authorizing such funding; authorizing the 53 loses its appeal; defining the terms “employer” and
25 department to adopt rules; amending s. 448.095, F.S.; 54 “unauthorized alien”; revising the fines and penalties
26 defining the terms “employer” and “noncompliance”; 55 that may be imposed on an employer found to be in
27 requiring employers who are required to use the E- 56 noncompliance; providing how an employer may cure
28 Verify system to verify a new employee’s employment 57 noncompliance; authorizing the department to adopt
29 eligibility to maintain an E-Verify case result for 58 rules and procedures; authorizing the department to
Page 1 of 19 Page 2 of 19
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 998 Florida Senate - 2026 SB 998
4-00724C-26 2026998__ 4-00724C-26 2026998__
59 recover reasonable costs of investigation and 88 the Rural Community Investment Program, the Rural
60 prosecution; requiring the department to determine 89 Infrastructure Fund, administration and financing of
61 such costs; authorizing the department to contract 90 aviation and airport programs and projects, and the
62 with a collections agent if such costs are not paid 91 Employee Health Care Access Act, respectively, to
63 within a specified timeframe; requiring that any 92 incorporate the amendment made to s. 288.0656, F.S.,
64 amounts recovered be deposited into the State Economic 93 in references thereto; providing an effective date.
65 Enhancement and Development Trust Fund; prohibiting 94
66 the department from investigating complaints based 95 Be It Enacted by the Legislature of the State of Florida:
67 solely on race, color, or national origin; revising an 96
68 expiration; amending s. 448.09, F.S.; defining the 97 Section 1. Section 290.0401, Florida Statutes, is repealed.
69 term “knowingly employs”; requiring the department to 98 Section 2. Section 290.0411, Florida Statutes, is repealed.
70 provide an employer knowingly employing an 99 Section 3. Section 290.042, Florida Statutes, is repealed.
71 unauthorized alien with a written determination; 100 Section 4. Section 290.043, Florida Statutes, is repealed.
72 providing requirements for hearings; requiring 101 Section 5. Section 290.0455, Florida Statutes, is repealed.
73 employers placed on probation to submit on a specified 102 Section 6. Section 290.046, Florida Statutes, is repealed.
74 date an affidavit to the department; requiring that an 103 Section 7. Section 290.047, Florida Statutes, is repealed.
75 affidavit be submitted to the department every 104 Section 8. Section 290.0475, Florida Statutes, is repealed.
76 quarter; providing when the first and subsequent 105 Section 9. Section 290.048, Florida Statutes, is repealed.
77 quarters commence; authorizing the department to 106 Section 10. Paragraph (d) of subsection (21) of section
78 enforce compliance by filing a petition with the 107 253.025, Florida Statutes, is amended to read:
79 circuit court of Leon County; providing that venue for 108 253.025 Acquisition of state lands.—
80 actions for such enforcement is in Leon County; 109 (21)
81 requiring the department to provide a hearing for 110 (d)1. A conveyance at less than appraised value must state
82 employers who have had their licenses suspended or 111 that the land will revert to the board of trustees if the land
83 revoked; providing requirements for such hearings; 112 is not used for its intended purposes as a military installation
84 authorizing the department to adopt rules; reenacting 113 buffer or if the military installation closes.
85 ss. 215.971(1)(h), 288.062(2)(j), 288.0655(2)(b), 114 2. Agencies of the Federal Government, including, but not
86 332.007(10), and 627.6699(14)(d), F.S., relating to 115 limited to, the United States Department of Defense and its
87 agreements funded with federal or state assistance, 116 subordinate Departments of the Army, Navy, and Air Force, and
Page 3 of 19 Page 4 of 19
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 998 Florida Senate - 2026 SB 998
4-00724C-26 2026998__ 4-00724C-26 2026998__
117 the Department of Homeland Security’s United States Coast Guard, 146 s. 186.901.
118 are exempt from this paragraph, so long as the general and 147 Section 12. Section 290.044, Florida Statutes, is amended
119 overarching purpose of remaining as a military installation 148 to read:
120 buffer is still in place even though the specific military 149 (Substantial rewording of section. See
121 purpose, mission, or function of the conveyed land is modified 150 s. 290.044, F.S., for present text.)
122 or changes from that present or proposed purpose at the time of 151 290.044 Florida Small Cities Community Development Block
123 the conveyance. 152 Grant Program Fund; administration; distribution.—
124 Section 11. Paragraph (e) of subsection (2) of section 153 (1) As used in this section, the term:
125 288.0656, Florida Statutes, is amended to read: 154 (a) “Act” means the Housing and Community Development Act
126 288.0656 Rural Economic Development Initiative.— 155 of 1974, as amended, and includes the implementing regulations
127 (2) As used in this section, the term: 156 set forth at 24 C.F.R. part 570, as amended.
128 (e) “Rural community” means: 157 (b) “Department” means the Department of Commerce.
129 1. A county with a population of 75,000 or fewer. 158 (c) “HUD” means the United States Department of Housing and
130 2. A county with a population of 125,000 or fewer which is 159 Urban Development.
131 contiguous to a county with a population of 75,000 or fewer. 160 (d) “Program” means the Florida Small Cities Community
132 3. A municipality within a county described in subparagraph 161 Development Block Grant Program.
133 1. or subparagraph 2. 162 (2) The department is designated as the state agency to
134 4. An unincorporated area recommended by the department and 163 receive federal funding from HUD and to administer the program
135 designated by the Governor which has a population of 25,000 or 164 as set forth in the act. The department may award grants under
136 fewer and which meets federal enterprise community or an 165 the program in any manner and in any amount, consistent with the
137 incorporated rural city with a population of 25,000 or fewer and 166 purposes and requirements of the act. The department may
138 an employment base focused on traditional agricultural or 167 disburse funds received from HUD consistent with the act.
139 resource-based industries, located in a county not defined as 168 (3) If, in any year, the department receives additional
140 rural, which has at least three or more of the economic distress 169 federal funding through HUD for necessary expenses related to
141 factors identified in paragraph (c) and verified by the 170 disaster recovery, long-term recovery, or restoration of
142 department. 171 infrastructure in impacted and distressed areas arising from the
143 172 consequences of a federally declared disaster, the department
144 For purposes of this paragraph, population shall be determined 173 must administer that funding in accordance with the law
145 in accordance with the most recent official estimate pursuant to 174 authorizing such funding, including any implementing guidance or
Page 5 of 19 Page 6 of 19
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 998 Florida Senate - 2026 SB 998
4-00724C-26 2026998__ 4-00724C-26 2026998__
175 regulations adopted by HUD. 204 contractor as defined in federal laws or regulations.
176 (4) If, in any year, the department receives additional 205 (e) “Noncompliance” means the failure of an employer to
177 federal funding through HUD for any other purpose not 206 verify a new employee’s employment eligibility through the E-
178 specifically stated in this section, then the department must 207 Verify system, or an employer’s failure to timely provide copies
179 administer that funding in accordance with the law authorizing 208 of any documentation requested by an entity or a person listed
180 such funding, including any implementing guidance or regulations 209 in paragraph (3)(a).
181 adopted by HUD. 210 (2) EMPLOYMENT VERIFICATION.—
182 (5) The department may adopt rules to administer this 211 (b)1. A public agency shall use the E-Verify system to
183 section. 212 verify a new employee’s employment eligibility as required under
184 Section 13. Present paragraphs (c), (d), (e), and (f) of 213 paragraph (a).
185 subsection (1) of section 448.095, Florida Statutes, are 214 2. An Beginning on July 1, 2023, A private employer with 25
186 redesignated as paragraphs (d), (f), (g), and (h), respectively, 215 or more employees shall use the E-Verify system to verify a new
187 new paragraphs (c) and (e) are added to that subsection, and 216 employee’s employment eligibility as required under paragraph
188 paragraph (b) of subsection (2), subsection (6), paragraphs (a) 217 (a). Such employer shall maintain an E-Verify case result for
189 and (c) of subsection (7) of that section are amended, and a new 218 each employee which shows that the employee is authorized to
190 paragraph (c) is added to subsection (3) of that section, and 219 work. The E-Verify case result must visibly show the employee’s
191 subsection (4) of that section is reenacted, to read: 220 work authorization status.
192 448.095 Employment eligibility.— 221 3. Each employer required to use the E-Verify system under
193 (1) DEFINITIONS.—As used in this section, the term: 222 this paragraph must certify on its first return each calendar
194 (c) “Employer” means any person, firm, company, 223 year to the tax service provider that it is in compliance with
195 corporation, association, joint stock company, partnership, 224 this section when making contributions to or reimbursing the
196 organization, or other legal entity, or any agent thereof, that 225 state’s unemployment compensation or reemployment assistance
197 engages one or more individuals to perform labor or services in 226 system. An employer that voluntarily uses the E-Verify system
198 this state in exchange for salary, wages, or other remuneration. 227 may also make such a certification on its first return each
199 The term does not include an occupant or owner of a private 228 calendar year in order to document such use.
200 residence with respect to an individual hired for casual labor 229 (3) ENFORCEMENT.—
201 as defined in s. 443.036, which is performed entirely within 230 (c) Failure by an employer to provide the requested
202 that private residence. The term does not include a person or 231 documentation within 30 days after a written request made under
203 entity solely with respect to its engagement of an independent 232 paragraph (a) constitutes noncompliance. Each failure to timely
Page 7 of 19 Page 8 of 19
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 998 Florida Senate - 2026 SB 998
4-00724C-26 2026998__ 4-00724C-26 2026998__
233 provide the documentation will count as a noncompliance event 262 date of the department’s initial notification to cure the
234 for the application of fines under paragraph (6)(b). 263 noncompliance. Extensions to the 30-day timeframe may be granted
235 (4) DEFENSES.— 264 by the department only upon a showing of good cause by the
236 (a) An employer that uses the E-Verify system or, if that 265 employer for a period not to exceed 30 days. If the employer
237 system is unavailable, the Employment Eligibility Verification 266 does not timely cure its noncompliance, the department must
238 form (Form I-9) as provided in paragraph (2)(c), with respect to 267 issue a final determination of noncompliance to the employer
239 the employment of an unauthorized alien has established a 268 pursuant to chapter 120. If the employer requests a hearing, the
240 rebuttable presumption that the employer has not violated s. 269 hearing must be held pursuant to ss. 120.569 and 120.57(1),
241 448.09 with respect to such employment. 270 except that the order of the administrative law judge is a final
242 (b) An employer that uses the same documentation that is 271 order and is appealable pursuant to s. 120.68 notify the
243 required by the United States Citizenship and Immigration 272 employer of the department’s determination of noncompliance and
244 Services on its Employment Eligibility Verification form (Form 273 provide the employer with 30 days to cure the noncompliance.
245 I-9) with respect to the employment of an unauthorized alien, 274 (b) If the Department of Commerce determines that an
246 has established an affirmative defense that the employer has not 275 employer failed to use the E-Verify system as required under
247 violated s. 448.09 with respect to such employment. 276 this section and the employer failed to cure the noncompliance
248 (6) COMPLIANCE.— 277 according to paragraph (a) three times in any 24-month period,
249 (a) In addition to the requirements under s. 288.061(6), 278 the department must impose a fine of $1,000 for each employee
250 beginning on July 1, 2024, if the Department of Commerce has a 279 not verified pursuant to this section per day until the employer
251 reasonable basis to believe determines that an employer failed 280 provides sufficient proof to the department that the
252 to use the E-Verify system to verify the employment eligibility 281 noncompliance is cured. Any subsequent noncompliance by the
253 of employees as required under this section, the department 282 employer after the final determination of noncompliance
254 must, before the imposition of a fine or suspension of licenses, 283 constitutes grounds for the suspension of all licenses issued by
255 issue an initial notification of noncompliance to the employer. 284 a licensing agency subject to chapter 120 until the
256 An employer’s failure to provide copies of any documentation 285 noncompliance is cured.
257 relied upon by the employer for the verification of a new 286 (c) To cure noncompliance, the employer must do all of the
258 employee’s employment eligibility to a person or entity listed 287 following:
259 in paragraph (3)(a) constitutes a reasonable basis that the 288 1. Register with the E-Verify system, if not already
260 employer failed to use the E-Verify system. The Department of 289 enrolled.
261 Commerce shall notify the employer that it has 30 days after the 290 2. Properly verify the employment eligibility of employees
Page 9 of 19 Page 10 of 19
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 998 Florida Senate - 2026 SB 998
4-00724C-26 2026998__ 4-00724C-26 2026998__
291 by using the E-Verify system or Form I-9, as applicable under 320 paid within 60 days after the assessment, the department may
292 this section. 321 contract for the collection of such costs, in which case any
293 3. Provide an E-Verify case result and closure description 322 fees charged by the collection agent may be added to the amount
294 for each employee which shows that the employee is authorized to 323 recovered from the employer, or may bring a civil action to
295 work. 324 recover such costs, in which case the department is, if it is
296 4. Provide an affidavit to the department, under penalty of 325 the prevailing party, also entitled to recover its reasonable
297 perjury, that all instances of noncompliance have been corrected 326 attorney fees and costs incurred in such collection action. All
298 and that the employer is in full compliance with this section. 327 recovered costs, including additional amounts recovered for
299 (d) Fines collected under this subsection must be deposited 328 collection efforts, must be deposited into the State Economic
300 into the State Economic Enhancement and Development Trust Fund 329 Enhancement and Development Trust Fund.
301 for use by the department for employer outreach and public 330 (7) CONSTRUCTION.—
302 notice of the state’s employment verification laws. 331 (a) This section must be enforced without regard to race,
303 (e) The Department of Commerce may adopt rules necessary to 332 color, or national origin and must be construed in a manner so
304 implement this section. The department may establish procedures 333 as to be fully consistent with any applicable federal laws or
305 for reporting, enforcement, compliance, noncompliance, license 334 regulations. The Department of Commerce may not investigate
306 suspension, and the application of fines, as well as any other 335 complaints that are based solely on race, color, or national
307 administrative rules required for effective enforcement and 336 origin.
308 administration. 337 (c) This section expires shall expire 60 days after the E-
309 (f) In addition to any penalties imposed under this 338 Verify system is no longer provided or maintained by the Federal
310 section, the Department of Commerce may recover the reasonable 339 Government, or when a pilot program, and the Federal Government
311 costs of investigation and prosecution if an employer is found 340 requires the use of the E-Verify system by all employers in the
312 to have violated this section. Such costs include, but are not 341 United States.
313 limited to, salaries and benefits of personnel, costs related to 342 Section 14. Section 448.09, Florida Statutes, is amended to
314 the time spent by attorneys and other personnel on the 343 read:
315 investigation and prosecution, and any other expenses incurred 344 448.09 Unauthorized aliens; employment prohibited.—
316 by the department for such investigation and prosecution. The 345 (1) It is unlawful for any person to knowingly employ,
317 department shall determine the amount of costs to be assessed 346 hire, recruit, or refer, either for herself or himself or on
318 after its consideration of an affidavit of itemized costs and 347 behalf of another, for private or public employment within this
319 any written objections thereto. If the assessed costs are not 348 state, an alien who is not duly authorized to work by the
Page 11 of 19 Page 12 of 19
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 998 Florida Senate - 2026 SB 998
4-00724C-26 2026998__ 4-00724C-26 2026998__
349 immigration laws of the United States, the Attorney General of 378 affirms that the employer is not employing any unauthorized
350 the United States, or the United States Secretary of the 379 aliens and is in compliance with s. 448.095. The first quarter
351 Department of Homeland Security. For purposes of this section, 380 will commence from the issuance date of the final order. Each
352 the term “knowingly employs” means an employer is aware of an 381 subsequent quarter will commence 90 days after the previous
353 unauthorized individual alien’s unauthorized status or fails to 382 quarter. The Department of Commerce may enforce compliance with
354 take reasonable steps to verify their employment eligibility 383 this subsection by filing a petition for enforcement with the
355 after being made aware of potential violations. 384 circuit court in and for Leon County. Venue for all actions
356 (2) If the Department of Commerce finds or is notified by 385 pursuant to this subsection is in Leon County.
357 an entity specified in s. 448.095(3)(a) that an employer has 386 (4) Any violation of this section which takes place within
358 knowingly employed an unauthorized alien, the department must 387 24 months after a previous violation constitutes grounds for the
359 provide the employer with a written determination subject to 388 suspension or revocation of all licenses issued by a licensing
360 chapter 120. If the employer requests a hearing, the hearing 389 agency subject to chapter 120. The Department of Commerce must
361 must be held pursuant to ss. 120.569 and 120.57(1), except that 390 provide the employer with a written determination subject to
362 the order of the administrative law judge is a final order and 391 chapter 120. The hearing must be held pursuant to ss. 120.569
363 is appealable pursuant to s. 120.68. If the administrative law 392 and 120.57(1), except that the order of the administrative law
364 judge rules in favor of the department, or the employer loses 393 judge is a final order and is appealable pursuant to s. 120.68.
365 its appeal, the employer must repay without verifying the 394 The department shall take the following actions for a violation
366 employment eligibility of such person, the department must enter 395 involving:
367 an order pursuant to chapter 120 making such determination and 396 (a) One to ten unauthorized aliens, suspension of all
368 require repayment of any economic development incentive pursuant 397 applicable licenses held by a private employer for up to 30 days
369 to s. 288.061(6). For purposes of this section, the terms 398 by the respective agencies that issued them.
370 “employer” and “unauthorized alien” have the same meanings as in 399 (b) Eleven to fifty unauthorized aliens, suspension of all
371 s. 448.095(1). 400 applicable licenses held by a private employer for up to 60 days
372 (3) For a violation of this section, the department shall 401 by the respective agencies that issued them.
373 place the employer on probation for a 1-year period and require 402 (c) More than fifty unauthorized aliens, revocation of all
374 that the employer report quarterly to the department to 403 applicable licenses held by a private employer by the respective
375 demonstrate compliance with the requirements of subsection (1) 404 agencies that issued them.
376 and s. 448.095. On or before the last day of each quarter, the 405 (5) An alien who is not duly authorized to work by the
377 employer shall submit an affidavit to the department that 406 immigration laws of the United States, the Attorney General of
Page 13 of 19 Page 14 of 19
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 998 Florida Senate - 2026 SB 998
4-00724C-26 2026998__ 4-00724C-26 2026998__
407 the United States, or the United States Secretary of the 436 financial hardships that certain rural counties and
408 Department of Homeland Security and who knowingly uses a false 437 municipalities encounter when administering agreements, and must
409 identification document or who fraudulently uses an 438 be exercised by the agency when a county or municipality
410 identification document of another person for the purpose of 439 demonstrates financial hardship, to the extent that federal or
411 obtaining employment commits a felony of the third degree, 440 state law, rule, or other regulation allows such payments. This
412 punishable as provided in s. 775.082, s. 775.083, or s. 775.084. 441 paragraph may not be construed to alter or limit any other
413 (6) The Department of Commerce may adopt rules to implement 442 provisions of federal or state law, rule, or other regulation.
414 this section. 443 Section 16. For the purpose of incorporating the amendment
415 Section 15. For the purpose of incorporating the amendment 444 made by this act to section 288.0656, Florida Statutes, in a
416 made by this act to section 288.0656, Florida Statutes, in a 445 reference thereto, paragraph (j) of subsection (2) of section
417 reference thereto, paragraph (h) of subsection (1) of section 446 288.062, Florida Statutes, is reenacted to read:
418 215.971, Florida Statutes, is reenacted to read: 447 288.062 Rural Community Investment Program.—
419 215.971 Agreements funded with federal or state 448 (2) As used in this section, the term:
420 assistance.— 449 (j) “Rural community” means a rural community as defined in
421 (1) An agency agreement that provides state financial 450 s. 288.0656 or a designated rural area of opportunity as defined
422 assistance to a recipient or subrecipient, as those terms are 451 in s. 288.0656(2).
423 defined in s. 215.97, or that provides federal financial 452 Section 17. For the purpose of incorporating the amendment
424 assistance to a subrecipient, as defined by applicable United 453 made by this act to section 288.0656, Florida Statutes, in a
425 States Office of Management and Budget circulars, must include 454 reference thereto, paragraph (b) of subsection (2) of section
426 all of the following: 455 288.0655, Florida Statutes, is reenacted to read:
427 (h) If the agency agreement provides federal or state 456 288.0655 Rural Infrastructure Fund.—
428 financial assistance to a county or municipality that is a rural 457 (2)
429 community or rural area of opportunity as those terms are 458 (b) To facilitate access of rural communities and rural
430 defined in s. 288.0656(2), a provision allowing the agency to 459 areas of opportunity as defined by the Rural Economic
431 provide for the payment of invoices to the county, municipality, 460 Development Initiative to infrastructure funding programs of the
432 or rural area of opportunity as that term is defined in s. 461 Federal Government, such as those offered by the United States
433 288.0656(2), for verified and eligible performance that has been 462 Department of Agriculture and the United States Department of
434 completed in accordance with the terms and conditions set forth 463 Commerce, and state programs, including those offered by Rural
435 in the agreement. This provision is included to alleviate the 464 Economic Development Initiative agencies, and to facilitate
Page 15 of 19 Page 16 of 19
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 998 Florida Senate - 2026 SB 998
4-00724C-26 2026998__ 4-00724C-26 2026998__
465 local government or private infrastructure funding efforts, the 494 wastewater system in this state when:
466 department may award grants for up to 75 percent of the total 495 1. A contribution-in-aid of construction is required to
467 infrastructure project cost, or up to 100 percent of the total 496 serve public or public-private partnership facilities under the
468 infrastructure project cost for a project located in a rural 497 tariffs of any natural gas, electric, water, or wastewater
469 community as defined in s. 288.0656(2) which is also located in 498 utility as defined herein; and
470 a fiscally constrained county as defined in s. 218.67(1) or a 499 2. Such utilities as defined herein are willing and able to
471 rural area of opportunity as defined in s. 288.0656(2). Eligible 500 provide such service.
472 uses of funds may include improving any inadequate 501 Section 18. For the purpose of incorporating the amendment
473 infrastructure that has resulted in regulatory action that 502 made by this act to section 288.0656, Florida Statutes, in a
474 prohibits economic or community growth and reducing the costs to 503 reference thereto, subsection (10) of section 332.007, Florida
475 community users of proposed infrastructure improvements that 504 Statutes, is reenacted to read:
476 exceed such costs in comparable communities. Eligible uses of 505 332.007 Administration and financing of aviation and
477 funds include improvements to public infrastructure for 506 airport programs and projects; state plan.—
478 industrial or commercial sites and upgrades to or development of 507 (10) Subject to the availability of appropriated funds, and
479 public tourism infrastructure. Authorized infrastructure may 508 unless otherwise provided in the General Appropriations Act or
480 include the following public or public-private partnership 509 the substantive bill implementing the General Appropriations
481 facilities: storm water systems; telecommunications facilities; 510 Act, the department may fund up to 100 percent of eligible
482 roads or other remedies to transportation impediments; nature- 511 project costs of all of the following at a public-use airport
483 based tourism facilities; or other physical requirements 512 located in a rural community as defined in s. 288.0656 which
484 necessary to facilitate tourism, trade, and economic development 513 does not have any scheduled commercial service:
485 activities in the community. Authorized infrastructure may also 514 (a) The capital cost of runway and taxiway projects that
486 include publicly or privately owned self-powered nature-based 515 add capacity. Such projects must be prioritized based on the
487 tourism facilities, publicly owned telecommunications 516 amount of available nonstate matching funds.
488 facilities, and additions to the distribution facilities of the 517 (b) Economic development transportation projects pursuant
489 existing natural gas utility as defined in s. 366.04(3)(c), the 518 to s. 339.2821.
490 existing electric utility as defined in s. 366.02, or the 519
491 existing water or wastewater utility as defined in s. 520 Any remaining funds must be allocated for projects specified in
492 367.021(12), or any other existing water or wastewater facility, 521 subsection (6).
493 which owns a gas or electric distribution system or a water or 522 Section 19. For the purpose of incorporating the amendment
Page 17 of 19 Page 18 of 19
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 998
4-00724C-26 2026998__
523 made by this act to section 288.0656, Florida Statutes, in a
524 reference thereto, paragraph (d) of subsection (14) of section
525 627.6699, Florida Statutes, is reenacted to read:
526 627.6699 Employee Health Care Access Act.—
527 (14) SMALL EMPLOYERS ACCESS PROGRAM.—
528 (d) Eligibility.—
529 1. Any small employer that is actively engaged in business,
530 has its principal place of business in this state, employs up to
531 25 eligible employees on business days during the preceding
532 calendar year, employs at least 2 employees on the first day of
533 the plan year, and has had no prior coverage for the last 6
534 months may participate.
535 2. Any municipality, county, school district, or hospital
536 employer located in a rural community as defined in s.
537 288.0656(2) may participate.
538 3. Nursing home employers may participate.
539 4. Each dependent of a person eligible for coverage is also
540 eligible to participate.
541
542 Any employer participating in the program must do so until the
543 end of the term for which the carrier providing the coverage is
544 obligated to provide such coverage to the program. Coverage for
545 a small employer group that ceases to meet the eligibility
546 requirements of this section may be terminated at the end of the
547 policy period for which the necessary premiums have been paid.
548 Section 20. This act shall take effect July 1, 2026.
Page 19 of 19
CODING: Words stricken are deletions; words underlined are additions.
The Florida Senate
Committee Agenda Request
To: Senator Thomas Leek, Chair
Committee on Commerce and Tourism
Subject: Committee Agenda Request
Date: January 12, 2026
I respectfully request that Senate Bill #998, relating to Department of Commerce, be placed on
the:
[] committee agenda at your earliest possible convenience.
[] next committee agenda.
.-..$.2#
Florida Senate, District 4
File signed original with committee office S-020 (03/2004)
The Florida Senate
/21/2@ APPEARANCE RECORD 5B
/ Meeting Date Bill Number or Topic
Deliver both copies of this form to
...,[,_O=---
/Vl
__m
__e.y
__G_c.___-,-___,__/
_(}=----
V ~_,·_j'
_(\/1 Senate professional staff conducting the meeting
Committee Amendment Barcode (if applicable)
Name lex t-HU4 ..((2@)2a3-11/0
are±, ( 07 E /Latif0n fr. Email
Street
1@[]or
City State Zip
Speaking: Loa D Against D Information OR Waive Speaking: ts L]Aoast
ONE OF THE FOLLOWING:
□ I am appearing without
compensation or sponsorship.
I am a registered lobbyist,
representing:
□ I am not a lobbyist, but received
something of value for my appearance
(travel, meals, lodging, etc.),
sponsored by:
CON ta-r <
While it is a tradition to encourage public testimony, time may not permit all persons wishing to speak to be heard at this hearing. Those who do speak may be asked to limit their remarks so
that as many persons as possible can be heard. Ifyou have questions about registering to lobby please see Fla. Stat. 511.045 andJoint Rule 1. 2020-2022JointRulesodf (f/senate.aov)
This form is part of the public record for this meeting. 5-001 (08/10/2021)
The Florida Senate
BILL ANALYSIS AND FISCAL IMPACT STATEMENT
(This document is based on the provisions contained in the legislation as of the latest date listed below.)
Prepared By: The Professional Staff of the Committee on Commerce and Tourism
BILL: SB 1004
INTRODUCER: Senator Gaetz
SUBJECT: Sale of Dogs and Cats
DATE: January 20, 2026 REVISED:
ANALYST STAFF DIRECTOR REFERENCE ACTION
1. Dike McKay CM Favorable
2. JU
3. RC
I. Summary:
SB 1004 alters provisions regarding the sale of cats and dogs in the state by:
• Mandating pet dealers ensure pet financing arrangements are terminated without penalty to
the consumer when the animal is found to be unfit for purchase due to illness or disease.
• Requiring all financing terms to be disclosed to a consumer and implementing a three-day
waiting period between the agreement and the possession of the pet.
• Directing pet dealers to provide copies of medical records to consumers purchasing pets.
• Requiring a specific written notice about consumer rights under s. 828.29, F.S., to be
provided to and signed by the consumer upon the sale of a pet.
• Instructing pet dealers to maintain records provided to consumers for seven years.
• Providing that a violation of s. 828.29, F.S., is a violation of the Florida Deceptive and Unfair
Trade Practices Act.
• Allowing consumers to bring civil action to remedy violations of this law.
This bill takes effect on July 1, 2026.
II. Present Situation:
Florida Pet Sale Law
Section 828.29, F.S., governs the sale of pets in Florida by mandating health requirements,
providing sale regulations, and outlining remedies for violations of this section. Specifically,
dogs transported into the state for sale must receive vaccines and anthelmintics against the
following diseases/parasites: canine distemper, leptospirosis, bordatella, parainfluenza, hepatitis,
canine parvo, rabies, roundworms, and hookworms, with exceptions concerning the age of the
dog. Cats transported into this state must receive vaccines and anthelmintics against the
following diseases/parasites: panleukopenia, feline viral rhinocheitis, calici virus, rabies,
hookworms, and roundworms, with exceptions for the age of the cat. Each pet subject to these
BILL: SB 1004 Page 2
requirements must have a certificate of veterinary inspection while being offered for sale, and
such examination of the pet must take place within a specified time.
If a licensed veterinarian verifies that the animal was unfit for purchase due to contagious or
infectious disease, the pet dealer1 must allow the consumer to either (1) return the animal and
receive a refund of the purchase price, (2) return the animal and exchange it for another of
equivalent value, or (3) retain the animal and receive reimbursement for reasonable veterinary
costs. The statute provides exceptions to this requirement and the option for a pet dealer to
contest a refund, exchange, or veterinary expenses. Additionally, pet dealers must include a
written notice to the consumer at the time of sale of their rights pursuant to this section.
III. Effect of Proposed Changes:
Consumer Financing
Section 1 amends s. 828.29, F.S., mandating that pet dealers ensure pet financing arrangements
are terminated without penalty to the consumer when the animal is found to be unfit for purchase
due to illness or disease. Subsection (6) in the bill requires that pet dealers disclose all financing
terms to the consumer before the final sale. The bill also mandates a three-day waiting period
between the consumer agreeing to finance the pet and the consumer taking possession of the
animal. Such financing agreement may not be signed until the three-day waiting period has
passed. The bill also removes the option for consumers to sign waivers relinquishing their rights
to return a pet for congenital or hereditary disorders.
Pet Medical Records
Under the bill, subsection (7) requires pet dealers to provide copies of medical records to the
consumer regarding all medication examinations, tests, and medications given.
Written Notice
Additionally, the bill updates the notice provision in subsection (12), which pet dealers are
required to provide to the consumer at the time of sale. The notice must be separate from the
contract with specific wording which includes the following information: “You have the right to
return or exchange the animal and receive reimbursement for certain veterinary expenses. A copy
of this law is attached to this notice.”
Record Retention
Subsection (18) requires that pet dealers maintain any records provided to a consumer for the
sale of an animal regulated under s. 828.29, F.S. The pet dealer must maintain these records for
at least seven years after the sale.
1
“For the purposes of subsections (5)-(12) and (16), the term “pet dealer” means any person, firm, partnership, corporation,
or other association which, in the ordinary course of business, engages in the sale of more than two litters, or 20 dogs or cats,
per year, whichever is greater, to the public. This definition includes breeders of animals who sell such animals directly to a
consumer.” Section 828.29(13), F.S.
BILL: SB 1004 Page 3
Remedies
Under subsection (19) of the bill, pet dealers who violate s. 828.29, F.S., are committing an
unfair method of competition or an unfair or deceptive act under the Florida Deceptive and
Unfair Trade Practices Act (FDUTPA), ss. 501.201-501.213, F.S. It is unlawful under the
FDUTPA for a party to take part in “unfair methods of competition, unconscionable acts or
practices, and unfair or deceptive acts of practices in the conduct of any trade or commerce.”2
Such practices include fraudulent billing,3 misleading a consumer or misrepresenting a product’s
characteristics,4 or other behavior determined to be unfair by a court.5 Under the FDUTPA, the
office of the state attorney or Department of Legal Affairs, either by their own inquiry or through
complaints, may investigate violations of the FDUTPA.6 In addition to other remedies under
state and federal law, the enforcing authority may bring actions for declaratory judgment,
injunctive relief, actual damages on behalf of consumers and businesses, cease and desist orders,
and civil penalties up to $10,000 per violation.7 Moreover, consumers may bring private actions
against parties for violating the FDUTPA, resulting in either:
• Declaratory judgment and injunctive relief when the consumer is aggrieved by a FDUTPA
violation; or
• Actual damages, attorney fees, and court costs, when the consumer has suffered a loss due to
the FDUTPA violation.8
In addition to the remedies available, subsection (20) of the bill specifies that consumers may
cure violations under s. 828.29, F.S., via civil action for damages, costs, and attorney fees. This
does not limit consumers’ other rights and remedies under law.
Effective Date
Section 2 sets out an effective date of July 1, 2026.
IV. Constitutional Issues:
A. Municipality/County Mandates Restrictions:
None.
B. Public Records/Open Meetings Issues:
None.
2
Section 501.204, F.S.
3
State Farm Mut. Auto. Ins. Co. v. Medical Service Center of Florida, Inc., 103 F. Supp. 3d 1343 (S.D. Fla. 2015).
4
Lewis v. Mercedes-Benz USA, LLC, 530 F. Supp. 3d 1183 (S.D. Fla. 2021); Marty v. Anheuser-Busch Companies, LLC, 43
F. Supp. 3d 1333 (S.D. Fla. 2014).
5
See Siever v. BWGaskets, Inc., 669 F. Supp. 2d 1286, 1292-93 (M.D. Fla. 2009).
6
The enforcing authority under the FDUTPA may “administer oaths and affirmations, subpoena witnesses or matter, and
collect evidence.” Section 501.206, F.S.
7
Sections 501.207, 501.2077, 501.2075, 501.208, F.S.
8
Sections 501.2105, 501.211, F.S.
BILL: SB 1004 Page 4
C. Trust Funds Restrictions:
None.
D. State Tax or Fee Increases:
None.
E. Other Constitutional Issues:
None identified.
V. Fiscal Impact Statement:
A. Tax/Fee Issues:
None.
B. Private Sector Impact:
None.
C. Government Sector Impact:
None.
VI. Technical Deficiencies:
None.
VII. Related Issues:
None.
VIII. Statutes Affected:
This bill substantially amends section 828.29 of the Florida Statutes.
IX. Additional Information:
A. Committee Substitute – Statement of Changes:
(Summarizing differences between the Committee Substitute and the prior version of the bill.)
None.
B. Amendments:
None.
This Senate Bill Analysis does not reflect the intent or official position of the bill’s introducer or the Florida Senate.
Florida Senate - 2026 SB 1004 Florida Senate - 2026 SB 1004
By Senator Gaetz
1-01124-26 20261004__ 1-01124-26 20261004__
1 A bill to be entitled 30 read:
2 An act relating to the sale of dogs and cats; amending 31 828.29 Dogs and cats transported or offered for sale;
3 s. 828.29, F.S.; requiring that if a pet sale is 32 health requirements; consumer guarantee; disclosures.—
4 terminated for certain reasons, the financing 33 (5) If, within 14 days after following the sale by a pet
5 agreement must be terminated without certain costs; 34 dealer of an animal subject to this section, a licensed
6 deleting a limit on veterinary costs under certain 35 veterinarian of the consumer’s choosing certifies that, at the
7 provisions; requiring that all financial terms be 36 time of the sale, the animal was unfit for purchase due to
8 disclosed to the consumer before the sale of the 37 illness or disease, the presence of symptoms of a contagious or
9 animal; requiring a specified mandatory waiting period 38 infectious disease, or the presence of internal or external
10 between the purchase and receipt of an animal if the 39 parasites, excluding fleas and ticks; or if, within 1 year
11 transaction is financed by the consumer; deleting 40 following the sale of an animal subject to this section, a
12 certain provisions relating to a consumer’s waiver 41 licensed veterinarian of the consumer’s choosing certifies such
13 relinquishing his or her rights to return an animal; 42 animal to be unfit for purchase due to a congenital or
14 requiring a pet dealer to provide copies of specified 43 hereditary disorder which adversely affects the health of the
15 medical records to a consumer; revising requirements 44 animal; or if, within 1 year following the sale of an animal
16 for a required notice to a consumer; revising the text 45 subject to this section, the breed, sex, or health of such
17 of the required notice; requiring a pet dealer to 46 animal is found to have been misrepresented to the consumer, the
18 retain a copy of a specified notice for a specified 47 pet dealer shall afford the consumer the right to choose one of
19 period; providing that violations constitute an unfair 48 the following options:
20 method of competition or an unfair or deceptive act or 49 (a) The right to return the animal and receive a refund of
21 practice in violation of specified provisions and 50 the purchase price, including the sales tax, and reimbursement
22 subject to penalties; providing construction; 51 for reasonable veterinary costs directly related to the
23 providing an effective date. 52 veterinarian’s examination and certification that the dog or cat
24 53 is unfit for purchase pursuant to this section and directly
25 Be It Enacted by the Legislature of the State of Florida: 54 related to necessary emergency services and treatment undertaken
26 55 to relieve suffering. If the consumer financed the animal, the
27 Section 1. Subsections (5) through (8), (10), (12), and 56 pet dealer must ensure that the financing arrangement is
28 (17) of section 828.29, Florida Statutes, are amended, and 57 terminated without penalty to the consumer;
29 subsections (18), (19), and (20) are added to that section, to 58 (b) The right to return the animal and receive an exchange
Page 1 of 7 Page 2 of 7
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 1004 Florida Senate - 2026 SB 1004
1-01124-26 20261004__ 1-01124-26 20261004__
59 dog or cat of the consumer’s choice of equivalent value, and 88 choosing. If the veterinarian certifies that, at the time of
60 reimbursement for reasonable veterinary costs directly related 89 sale, the dog or cat was unfit for purchase due to a congenital
61 to the veterinarian’s examination and certification that the dog 90 or hereditary disorder, the pet dealer must afford the consumer
62 or cat is unfit for purchase pursuant to this section and 91 the right to choose one of the following options:
63 directly related to necessary emergency services and treatment 92 (a) The right to return the animal and receive a refund of
64 undertaken to relieve suffering; or 93 the purchase price, including sales tax, but excluding the
65 (c) The right to retain the animal and receive 94 veterinary costs related to the certification that the dog or
66 reimbursement for reasonable veterinary costs for necessary 95 cat is unfit; or
67 services and treatment related to the attempt to cure or curing 96 (b) The right to return the animal and receive an exchange
68 of the dog or cat. 97 dog or cat of the consumer’s choice of equivalent value, but not
69 98 a refund of the veterinary costs related to the certification
70 Reimbursement for veterinary costs may not exceed the purchase 99 that the dog or cat is unfit.
71 price of the animal. The cost of veterinary services is 100 (7) Before the sale of an animal, a pet dealer must provide
72 reasonable if comparable to the cost of similar services 101 to the consumer copies of records of all medical examinations or
73 rendered by other licensed veterinarians in proximity to the 102 tests that were conducted on the animal or any medication given
74 treating veterinarian and the services rendered are appropriate 103 before the purchase of the animal. A pet dealer may specifically
75 for the certification by the veterinarian. 104 state at the time of sale, in writing to the consumer, the
76 (6) All financing terms must be disclosed to the consumer 105 presence of specific congenital or hereditary disorders, in
77 before the sale of the animal. A mandatory waiting period of at 106 which case the consumer has no right to any refund or exchange
78 least 3 calendar days must be imposed between the date of an 107 for those disorders.
79 agreement to purchase an animal and the date on which the 108 (8) The refund or exchange required by subsection (5) must
80 consumer takes possession of the animal, if the consumer is 109 or subsection (6) shall be made by the pet dealer not later than
81 financing the animal. A financing agreement may not be signed by 110 10 business days after following receipt of a signed veterinary
82 the consumer until the conclusion of the 3-day waiting period A 111 certification as required in subsection (5) or subsection (6).
83 consumer may sign a waiver relinquishing his or her right to 112 The consumer must notify the pet dealer within 2 business days
84 return the dog or cat for congenital or hereditary disorders. In 113 after the veterinarian’s determination that the animal is unfit.
85 the case of such waiver, the consumer has 48 normal business 114 The written certification of unfitness must be presented to the
86 hours, excluding weekends and holidays, in which to have the 115 pet dealer not later than 3 business days after following
87 animal examined by a licensed veterinarian of the consumer’s 116 receipt thereof by the consumer.
Page 3 of 7 Page 4 of 7
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 1004 Florida Senate - 2026 SB 1004
1-01124-26 20261004__ 1-01124-26 20261004__
117 (10) If a pet dealer wishes to contest a demand for 146 ...(Signature of Notary Public - State of Florida)...
118 veterinary expenses, refund, or exchange made by a consumer 147 ...(Print, Type, or Stamp Commissioned Name of Notary Public)...
119 under this section, the dealer may require the consumer to 148 Personally Known .... OR Produced Identification ....
120 produce the animal for examination by a licensed veterinarian 149
121 designated by the dealer. Upon such examination, if the consumer 150 The pet dealer shall retain a copy of the signed
122 and the dealer are unable to reach an agreement that constitutes 151 notice, and the consumer must be given a copy of the
123 one of the options set forth in subsection (5) or subsection (6) 152 signed notice.
124 within 10 business days after following receipt of the animal 153 It is the consumer’s right, pursuant to section
125 for such examination, the consumer may initiate an action in a 154 828.29, Florida Statutes, to receive a certificate of
126 court of competent jurisdiction to recover or obtain 155 veterinary inspection with each dog or cat purchased
127 reimbursement of veterinary expenses, refund, or exchange. 156 from a pet dealer. Such certificate shall list all
128 (12) Every pet dealer who sells an animal to a consumer 157 vaccines and deworming medications administered to the
129 shall must provide the consumer at the time of sale with a 158 animal and shall state that the animal has been
130 printed, written notice to be signed by the consumer, printed or 159 examined by a Florida-licensed veterinarian who
131 typed, which is separate from the contract and reads as follows: 160 certifies that, to the best of the veterinarian’s
132 161 knowledge, the animal was found to have been healthy
133 RIGHT TO CANCEL 162 at the time of the veterinary examination. In the
134 Florida consumers have certain rights under s. 828.29, Florida 163 event that the consumer purchases the animal and finds
135 Statutes. You have the right to return or exchange the animal 164 it to have been unfit for purchase as provided in
136 and receive reimbursement for certain veterinary expenses. A 165 section 828.29(5), Florida Statutes, the consumer must
137 copy of this law is attached to this notice. 166 notify the pet dealer within 2 business days of the
138 167 veterinarian’s determination that the animal was
139 ...(Signature of Owner or Lessee, or Owner’s or Lessee’s 168 unfit. The consumer has the right to retain, return,
140 Authorized Officer/Director/Partner/Manager)... 169 or exchange the animal and receive reimbursement for
141 170 certain related veterinary services rendered to the
142 ...(Signatory’s Title/Office)... 171 animal, subject to the right of the dealer to have the
143 172 animal examined by another veterinarian.
144 Sworn to (or affirmed) and subscribed before me this .... 173
145 day of ...., ...., by ...(name of person making statement).... 174 (17) Except as otherwise provided in this chapter, a person
Page 5 of 7 Page 6 of 7
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 1004
1-01124-26 20261004__
175 who violates any provision of this section commits a misdemeanor
176 of the first degree, punishable as provided in s. 775.082 or s.
177 775.083.
178 (18) Any record provided to a consumer pursuant to the sale
179 of an animal under this section must be maintained by the pet
180 dealer for a period of at least 7 years after the sale.
181 (19) A pet dealer who violates this section commits an
182 unfair method of competition or an unfair or deceptive act or
183 practice in violation of part II of chapter 501 and is subject
184 to the penalties and remedies provided for such violations.
185 (20) In addition to any other penalties or remedies
186 provided by law, a consumer injured by a violation of this
187 section may bring a civil action to recover damages or punitive
188 damages, including costs, court costs, and attorney fees. This
189 section does not limit any right or remedy provided under law.
190 Section 2. This act shall take effect July 1, 2026.
Page 7 of 7
CODING: Words stricken are deletions; words underlined are additions.
The Florida Senate
Committee Agenda Request
To: Senator Thomas Leek, Chair
Committee on Commerce and Tourism
Subject: Committee Agenda Request
Date: January 12, 2026
I respectfully request that Senate Bill #1004, relating to Sale of Dogs and Cats, be placed on the:
] committee agenda at your earliest possible convenience.
D next committee agenda.
Senator Don Gaetz
Florida Senate, District 1
File signed original with committee office s-020 (03/2004)
The Florida Senate
APPEARANCE RECORD
Meeting Date
Deliver both copies of this form to
beror Topi, d
Senate professional staff conducting the meeting o/
Committee Amendment Barcode (if applicable)
Name Lave ts! .G8Sc28
Address
Street
Ao@ep= "J
Email
e
.8,EL Zip
Speaking: ~or D Against D Information OR Waive Speaking: []n support [Against
PLEASE CHECK ONE OF THE FOLLOWING:
~ I am appearing without
~ compensation or sponsorship.
□ I am a registered lobbyist,
representing:
□ I am not a lobbyist, but received
something of value for my appearance
(travel, meals, lodging, etc.),
sponsored by:
While it is a tradition to encourage public testimony, time may not permit all persons wishing to speak to be heard at this hearing. Those who do speak may be asked to limit their remarks so
that as many persons as possible can be heard Ifyou have questions about registering to lobby please see Fla. Stat. § 11.045 and Joint Rule l. 2020-2022JointRules odf (f/senate.qov)
This form is part of the public record for this meeting. S-001 (08/10/2021)
The Florida Senate
Meeting Date
APPEARANCE RECORD loo4
Bill Number or Topic
Deliver both copies of this form to
Senate professional staff conducting the meeting
opn_ad
Committee Amendment Barcode (if applicable)
Name Kale [ha±at Phone Y5o 5-1o l
Address ct- •
lZo
Street
7.lllcao P 323/2
City State Zip
Speaking: s D Information OR Waive Speaking: D In Support [] Aaamst
PLEASE CHECK ONE OF THE FOLLOWING:
□ I am appearing without
compensation or sponsorship.
~ a reg_istered lobbyist,
representing:
□ I am not a lobbyist, but received
something of value for my appearance
(travel, meals, lodging, etc.),
sponsored by:
world
While it is a tradition to encourage public testimony, time may not permit all persons wishing to speak to be heard at this hearing. Those who do speak may be asked to limit their remarks so
that as many persons as possible can be heard. lfyou have questions about registering to lobby please see Fla. Stat. $11.045 andJoint Rule 1. 202Q-2022JgintRules.pdf[flengtegov]
This form is part of the public record for this meeting. S-001 (08/10/2021)
The Florida Senate
l1/8o Meeting Date
APPEARANCE RECORD 31004 Bill Number or Topic
Deliver both copies of th is form to
Senate professional staff conducting the meeting
Committee Amendment Barcode (if applicable)
Name Di@ea FA(·o ... 50-L,1-a 6%
Address
Street
» d@,«so»Ooll kg
1@0o t'0an
City State
aJO Zip
Speaking: ~For D Against D Information OR Waive Speaking: [] in support [Against
PLEASE CHECK ONE OF THE FOLLOWING:
□ I am appearing without
compensation or sponsorship.
T]tam a registered lobbyist,
} representing:
□ I am not a lobbyist, but received
something of value for my appearance
(travel, meals, lodging, etc.),
R sponsored by:
While it is a tradition to encourage public testimony, time may not permit all persons wishing to speak to be heard at this hearing. Those who do speak may be asked to limit their remarks so
that as many persons as possible can be heard. Ifyou have questions about registering to lobby please see Fla. Stat.§ I l.045 andJoint Rule I. 2020-7022JointRules.pdf (f/senate.aov)
This form is part of the public record for this meeting. 5-001 (08/10/2021)
The Florida Senate
C. Meetin3 Date
APPEARANCE RECORD
Deliver both copies of this form to
/0'A
Bill Number or Topic
1 1' Senate professional staff conducting the meeting
m£Ke
Amendment Barcode (if applicable)
)-- 3/ 9
Name Phone 4541
,)7di1 )
Address
Street
4304 (ye.la tar p Email 3Lu,- Igo.,,a I
City
Dee
(___ /
F State
326/1
Zip
Speaking: D For D Against D Information OR Waive Speaking: ~□ Against
PLEASE CHECK ONE OF THE FOLLOWING:
I am appearing without
compensation or sponsorship.
□ I am a registered lobbyist,
representing:
□ I am not a lobbyist, but received
something of value for my appearance
(travel, meals, lodging, etc.),
sponsored by:
While it is a tradition to encourage public testimony, time may not permit all persons wishing to speak to be heard at this hearing. Those who do speak may be asked to limit their remarks so
that as many persons as possible can be heard. Ifyou have questions about registering to lobby please see Fla. Stat. § 11.045 andJoint Rule I. 2020-2022JointRules.odf (flsenate.aov)
This form is part of the public record for this meeting. S-001 (08/10/2021)
The Florida Senate
BILL ANALYSIS AND FISCAL IMPACT STATEMENT
(This document is based on the provisions contained in the legislation as of the latest date listed below.)
Prepared By: The Professional Staff of the Committee on Commerce and Tourism
BILL: SB 1074
INTRODUCER: Senator Gaetz
SUBJECT: One-cent Piece
DATE: January 20, 2026 REVISED:
ANALYST STAFF DIRECTOR REFERENCE ACTION
1. McMillan McKay CM Favorable
2. FT
3. AP
I. Summary:
SB 1074 provides rounding guidelines for dealers making change for the one-cent piece.
If the one-cent piece is no longer in production, and as a result a dealer is unable to round an in-
person cash transaction to the whole cent, such transaction is required to be rounded to the
nearest nickel. Cash transactions ending in zero or 5 cents are not rounded. Rounding to the
nearest nickel does not apply to transactions conducted electronically, and for mixed-tender
transactions, rounding to the nearest nickel applies only to the portion of the transaction paid in
cash. The bill further clarifies that such rounding does not increase or decrease the amount of tax
due for in-person cash transactions, and the tax due must be calculated pursuant to s. 212.12(a),
F.S., before rounding to the nearest nickel.
The Florida Deceptive and Unfair Trade Practices Act does not apply to rounding a consumer
sale to the nearest nickel if the one-cent piece is no longer in production.
The Revenue Estimating Conference has not yet estimated the revenue impact of this bill.
The bill takes effect upon becoming a law.
II. Present Situation:
Penny Production
The federal government has stopped manufacturing new pennies, however, the Federal Reserve
will continue to recirculate the pennies still in existence, which are roughly 114 billion pennies.1
The Treasury Department aims to help keep the existing supply of pennies in circulation by
1
U.S. Department of the Treasury, Penny Production Cessation FAQs (December 23, 2025), available at
https://home.treasury.gov/news/featured-stories/penny-production-cessation-faqs (last visited Jan. 20, 2026).
BILL: SB 1074 Page 2
encouraging the public to spend their on-hand pennies, which will provide a smooth transition
and allow retailers and point-of-sale system providers time to adapt to the change.2
Merchants will need to round transactions either up or down to the nearest five cents as pennies
fall out of circulation.3 However many states require sales tax to be calculated on the final sale
price rounded to the nearest penny, so states and localities may need to amend their sales tax
laws.4
Florida Sales and Use Tax
Unless a transaction is exempt, each sale, storage, or rental in Florida is taxable.5 Sales tax is
added to the price of taxable goods or services and collected from the purchaser at the time of
sale.6 Florida levies a 6 percent sales and use tax with the exception of retail sales of new mobile
homes (3%), amusement machine receipts (4%), and electricity (6.95%).7
When sales tax was not paid at the time of purchase, a use tax is due.8 The Department of
Revenue (DOR) provides the following examples:
• If you buy a taxable item in Florida and did not pay sales tax, you owe use tax.
• If you buy an item tax exempt intending to resell it and then use the item in your business or
for personal use, you owe use tax.
• If you buy a taxable item outside Florida and bring it into (or have it delivered into) Florida,
and you did not pay sales tax on the item, you owe use tax.9
In addition to the state tax, s. 212.055, F.S., authorizes counties to impose discretionary sales
surtaxes. A surtax applies to “all transactions occurring in the county which transactions are
subject to the state tax imposed on sales, use, services, rentals, admissions, and other transactions
by [ch. 212, F.S.], and communications services as defined in ch. 202.”10 The discretionary sales
surtax is based on the tax rate imposed by the county where the taxable goods or services are
sold, or are delivered. Discretionary sales surtax rates vary by county in a range from 0.5 to 3.5
percent.11
Dealers
Section 212.06(2)(a), F.S., defines “dealer” as including every person, as used in ch. 212, F.S.,
who manufactures or produces tangible personal property for sale at retail; for use, consumption,
2
Id.
3
Id.
4
Id.
5
The Florida Department of Revenue, Florida Sales and Use Tax, available at
https://floridarevenue.com/taxes/taxesfees/Pages/sales_tax.aspx (last visited Jan. 20, 2026).
6
Id.
7
Id. See also s. 212.05, F.S.
8
Id.
9
Id.
10
Section 212.054, F.S.
11
Office of Economic and Demographic Research, The Florida Legislature, 2025 Local Discretionary Sales Surtax Rates in
Florida’s Counties, (2025), available at http://edr.state.fl.us/content/revenues/reports/tax-handbook/taxhandbook2020.pdf
(last visited Jan. 20, 2026).
BILL: SB 1074 Page 3
or distribution; or for storage to be used or consumed in Florida. The term is further defined to
mean and include the following:
• Every person, as used in ch. 212, F.S., who imports, or causes to be imported, tangible
personal property from any state or foreign country for sale at retail; for use, consumption, or
distribution; or for storage to be used or consumed in Florida.
• Every person, as used in ch. 212, F.S., who sells at retail or who offers for sale at retail, or
who has in his or her possession for sale at retail; or for use, consumption, or distribution; or
for storage to be used or consumed in Florida, tangible personal property, including a retailer
who transacts a substantial number of remote sales or a marketplace provider that has a
physical presence in Florida or that makes or facilitates through its marketplace a substantial
number of remote sales.
• Any person who has sold at retail; or used, or consumed, or distributed; or stored for use or
consumption in Florida, tangible personal property and who cannot prove that the tax levied
by ch. 212, F.S., has been paid on the sale at retail, the use, the consumption, the distribution,
or the storage of such tangible personal property. However, the term “dealer” does not mean
a person who is not a “dealer” under the definition of any other paragraph of s. 212.06(2),
F.S., and whose only owned or leased property (including property owned or leased by an
affiliate) in Florida is located at the premises of a printer with which it has contracted for
printing, if such property consists of the final printed product, property which becomes a part
of the final printed product, or property from which the printed product is produced.
• Any person, as used in ch. 212, F.S., who leases or rents tangible personal property, for a
consideration, permitting the use or possession of such property without transferring title
thereto, except as expressly provided for to the contrary.
• Any person, as used in ch. 212, F.S., who maintains or has within this state, directly or by a
subsidiary, an office, distributing house, salesroom, or house, warehouse, or other place of
business.
• Every person who solicits business either by direct representatives, indirect representatives,
or manufacturers’ agents; by distribution of catalogs or other advertising matter; or by any
other means whatsoever, and by reason thereof receives orders for tangible personal property
from consumers for use, consumption, distribution, and storage for use or consumption in
Florida; such dealer must collect the tax imposed by ch. 212, F.S., from the purchaser, and no
action, either in law or in equity, on a sale or transaction as provided by the terms of ch. 212,
F.S., may be had in Florida by any such dealer unless it is affirmatively shown that the
provisions of this chapter have been fully complied with.
• Every person who, as a representative, agent, or solicitor of an out-of-state principal or
principals, solicits, receives, and accepts orders from consumers in Florida for future delivery
and whose principal refuses to register as a dealer.
• The state, county, municipality, any political subdivision, agency, bureau or department, or
other state or local governmental instrumentality.
• Any person who leases, or grants a license to use, occupy, or enter upon, living quarters,
sleeping or housekeeping accommodations in hotels, apartment houses, roominghouses,
tourist or trailer camps, real property, space or spaces in parking lots or garages for motor
vehicles, docking or storage space or spaces for boats in boat docks or marinas, or tie-down
or storage space or spaces for aircraft at airports. The term “dealer” also means any person
who has leased, occupied, or used or was entitled to use any living quarters, sleeping or
housekeeping accommodations in hotels, apartment houses, roominghouses, tourist or trailer
BILL: SB 1074 Page 4
camps, real property, space or spaces in parking lots or garages for motor vehicles or docking
or storage space or spaces for boats in boat docks or marinas, or who has purchased
communication services or electric power or energy, and who cannot prove that the tax
levied by ch. 212, F.S., has been paid to the vendor or lessor on any such transactions. The
term “dealer” does not include any person who leases, lets, rents, or grants a license to use,
occupy, or enter upon any living quarters, sleeping quarters, or housekeeping
accommodations in apartment houses, roominghouses, tourist camps, or trailer camps, and
who exclusively enters into a bona fide written agreement for continuous residence for longer
than 6 months in duration with any person who leases, lets, rents, or is granted a license to
use such property.
• Any person who sells, provides, or performs a service taxable under ch. 212, F.S. “Dealer”
also means any person who purchases, uses, or consumes a service taxable under ch. 212,
F.S., who cannot prove that the tax levied by ch. 212, F.S., has been paid to the seller of the
taxable service.
• Any person who solicits, offers, provides, enters into, issues, or delivers any service warranty
taxable under ch. 212, F.S., or who receives, on behalf of such a person, any consideration
from a service warranty holder.
• A forwarding agent, who has applied for and received a Florida Certificate of Forwarding
Agent Address from the DOR.
Rounding in Calculation of Sales Taxes
In 2021, Florida transitioned from the bracket system for calculating sales tax and discretionary
sales surtax to a rounding algorithm.12 Dealers are required to use a rounding algorithm that
carries the tax computation to the third decimal place and always rounds up to the nearest whole
cent when the third decimal place is greater than 4.13 The DOR provides the following examples:
• $5.045 rounds up to $5.05; and
• $3.213 rounds to $3.21.
Dealers may compute the tax by applying the rounding algorithm to the combined taxable
amount on an invoice or to the individual taxable items on an invoice.14
III. Effect of Proposed Changes:
The bill amends s. 212.12, F.S., to provide rounding guidelines for if the one-cent piece is no
longer in production.
If the one-cent piece is no longer in production, and as a result a dealer is unable to round an in-
person cash transaction to the whole cent as required in s. 212.12, F.S., such transaction is
required to be rounded to the nearest nickel.
Rounding to the nearest nickel is as follows:
• If the final digit of a cash transaction ends in 1 or 2 cents, it must be rounded down to zero.
12
See ch. 2021-2, Laws of Fla. See also the Florida Department of Revenue, Tax Information Publication (April 28, 2021),
available at https://floridarevenue.com/taxes/tips/Documents/TIP_21A01-02.pdf (last visited Jan. 20, 2026).
13
Id.
14
Id. See also s. 212.12(10)(b), F.S.
BILL: SB 1074 Page 5
• If the final digit of a cash transaction ends in 3 or 4 cents, it must be rounded up to 5 cents.
• If the final digit of a cash transaction ends in 6 or 7 cents, it must be rounded down to 5
cents.
• If the final digit of a cash transaction ends in 8 or 9 cents, it must be rounded up to 10 cents.
Cash transactions ending in zero or 5 cents are not rounded.
Rounding to the nearest nickel does not apply to transactions conducted electronically, and for
mixed-tender transactions, rounding to the nearest nickel applies only to the portion of the
transaction paid in cash. The bill further clarifies that rounding under s. 212.12(b), F.S., does not
increase or decrease the amount of tax due for in-person cash transactions, and the tax due must
be calculated pursuant to s. 212.12(a), F.S., before rounding to the nearest nickel. Further,
rounding will not alter or affect the exact amounts authorized, cleared, or settled through any
noncash payment system.
The bill amends s. 501.212, F.S., to provide that the Florida Deceptive and Unfair Trade
Practices Act does not apply to rounding a consumer sale to the nearest nickel if the one-cent
piece is no longer in production.
The bill takes effect upon becoming a law.
IV. Constitutional Issues:
A. Municipality/County Mandates Restrictions:
Not applicable. The bill does not require counties and municipalities to spend funds, limit
their ability to raise revenue, or reduce the percentage of a state tax shared with them.
Therefore, the mandates provision does not apply.
B. Public Records/Open Meetings Issues:
None.
C. Trust Funds Restrictions:
None.
D. State Tax or Fee Increases:
None.
E. Other Constitutional Issues:
None Identified.
BILL: SB 1074 Page 6
V. Fiscal Impact Statement:
A. Tax/Fee Issues:
The Revenue Estimating Conference has not yet estimated the fiscal impact of the bill.
B. Private Sector Impact:
Dealers will be required to round transactions in accordance with the provisions in the
bill.
C. Government Sector Impact:
None.
VI. Technical Deficiencies:
None.
VII. Related Issues:
The timetable by which individual dealers round up or down may be different depending on their
ability to access pennies.
VIII. Statutes Affected:
This bill substantially amends the following sections of the Florida Statutes: 212.12, 501.212.
IX. Additional Information:
A. Committee Substitute – Statement of Changes:
(Summarizing differences between the Committee Substitute and the prior version of the bill.)
None.
B. Amendments:
None.
This Senate Bill Analysis does not reflect the intent or official position of the bill’s introducer or the Florida Senate.
Florida Senate - 2026 SB 1074 Florida Senate - 2026 SB 1074
By Senator Gaetz
1-00864A-26 20261074__ 1-00864A-26 20261074__
1 A bill to be entitled 30 4. If the final digit of such cash transaction ends in 8 or
2 An act relating to the one-cent piece; amending s. 31 9 cents, it must be rounded up to 10 cents.
3 212.12, F.S.; requiring dealers to round to the 32 5. Cash transactions ending in zero or 5 cents are not
4 nearest nickel in certain circumstances; providing 33 rounded.
5 procedures for such rounding; providing applicability; 34
6 requiring that the tax due on rounded transactions be 35 Rounding to the nearest nickel does not apply to transactions
7 calculated on the price before rounding; amending s. 36 conducted electronically. For mixed-tender transactions,
8 501.212, F.S.; providing that rounding to the nearest 37 rounding to the nearest nickel applies only to the portion of
9 nickel is not a deceptive and unfair trade practice in 38 the transaction paid in cash. Rounding under this paragraph will
10 certain circumstances; providing an effective date. 39 not alter or affect the exact amounts authorized, cleared, or
11 40 settled through any noncash payment system.
12 Be It Enacted by the Legislature of the State of Florida: 41 (d) The amount of tax due for an in-person cash transaction
13 42 does not increase or decrease as a result of rounding under
14 Section 1. Paragraphs (c) and (d) are added to subsection 43 paragraph (b). The tax due must be calculated pursuant to
15 (10) of section 212.12, Florida Statutes, to read: 44 paragraph (a) before rounding to the nearest nickel.
16 212.12 Dealer’s credit for collecting tax; penalties for 45 Section 2. Subsection (8) is added to section 501.212,
17 noncompliance; powers of Department of Revenue in dealing with 46 Florida Statutes, to read:
18 delinquents; rounding; records required.— 47 501.212 Application.—This part does not apply to:
19 (10) 48 (8) Rounding a consumer sale to the nearest nickel if the
20 (c) If the one-cent piece is no longer in production, and 49 one-cent piece is no longer in production.
21 as a result the dealer is unable to round an in-person cash 50 Section 3. This act shall take effect upon becoming a law.
22 transaction to the whole cent as required in this subsection,
23 such transaction must be rounded to the nearest nickel:
24 1. If the final digit of such cash transaction ends in 1 or
25 2 cents, it must be rounded down to zero.
26 2. If the final digit of such cash transaction ends in 3 or
27 4 cents, it must be rounded up to 5 cents.
28 3. If the final digit of such cash transaction ends in 6 or
29 7 cents, it must be rounded down to 5 cents.
Page 1 of 2 Page 2 of 2
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
The Florida Senate
Committee Agenda Request
To: Senator Thomas Leek, Chair
Committee on Commerce and Tourism
Subject: Committee Agenda Request
Date: January 12, 2026
I respectfully request that Senate Bill #1074, relating to One-cent Piece, be placed on the:
] committee agenda at your earliest possible convenience.
D next committee agenda.
F '
File signed original with committee office S-020 (03/2004)
The Florida Senate
January 21, 2026 APPEARANCE RECORD SB 1074
Meeting Date Bill Number or Topic
Deliver both copies of this form to
Commerce and Tourism Senate professional staff conducting the meeting
Committee Amendment Barcode (if applicable)
Name
French Brown Ph one
850-459-0992 _
Address 106 E. College Ave, Suite 1200 Email fbrown@joneswalker.com
Street
Tallahassee FL 32301
City State Zip
speaking: l] or [] Against [[] information OR Waive speaking: [L] no support L] Against
PLEASE CHECK ONE OF THE FOLLOWING:
[[]1am appearing without
compensation or sponsorship.
~ I am a registered lobbyist,
representing:
ID I am not a lobbyist, but received
something of value for my appearance
(travel, meals, lodging, etc.),
Florida Retail Federation sponsored by:
While it is a tradition to encourage public testimony, time may not permit all persons wishing to speak to be heard at this hearing. Those who do speak may be asked to limit their remarks so
that as many persons as possible can be heard. Ifyou have questions about registering to lobby please see Fla. Stat.§ 11.045 and Joint Rule 1. 2020-2022JointRules.pdf (f/senate.gov)
This form is part of the public record for this meeting. S-001 (08/10/2021)
The Florida Senate
APPEARANCE RECORD
Meeting Date Bill Number or Topic
Deliver both copies of this form to
Senate professional staff conducting the meeting
(MM@&Tu4OAS.A
Committee Amendment Barcode (if applicable)
Name A vL,i Lu-·SH}ooNgvrt Phone
"
Address 1As Mooe
Street
Top Email
pt fi__ 3s0f
State Zip
Speaking: * or D Against D Information OR Waive Speaking: [support [] Against
PLEASE CHECK ONE OF THE FOLLOWING:
□ I am appearing without
compensation or sponsorship.
]1am a registered lobbyist
rereseno: &2 □ I am not a lobbyist, but received
something of value for my appearance
(travel, meals, lodging, etc.),
0OA ,/-mN sponsored by:
/tG oo
While it is a tradition to encourage public testimony, time may not permit all persons wishing to speak to be heard at this hearing. Those who do speak may be asked to limit their remarks so
that as many persons as possible can be heard Ifyou have questions about registering to lobby please see Fla. Stat. § 7 7 .045 andJoint Rule 7. 2020-2022JointRulesodf(flsenate aov)
This form is part of the public record for this meeting. S-001 (08/10/2021)
The Florida Senate
BILL ANALYSIS AND FISCAL IMPACT STATEMENT
(This document is based on the provisions contained in the legislation as of the latest date listed below.)
Prepared By: The Professional Staff of the Committee on Commerce and Tourism
BILL: SB 1076
INTRODUCER: Senator Calatayud
SUBJECT: Research and Development Tax Credit
DATE: January 20, 2026 REVISED:
ANALYST STAFF DIRECTOR REFERENCE ACTION
1. Renner McKay CM Favorable
2. FT
3. AP
I. Summary:
SB 1076 increases the combined amount of tax credits which may be awarded to qualified
businesses for research and development under s. 220.196, F.S., from $9 million to $50 million
in any calendar year and provides that the increase first applies to the 2027 allocation of tax
credits for expenses incurred in the 2026 calendar year.
The Revenue Estimating Conference (REC) has not reviewed the bill; however, a similar bill
was reviewed in 2025, and it was determined that the bill would reduce General Revenue
receipts by $41 million in Fiscal Year 2025-2026, and by $41 million in future years.
The bill takes effect July 1, 2026.
II. Present Situation:
Federal Tax Credit
The U.S. Research and Experimentation Tax Credit (R&D)1 was created in 1981 as part of the
Economic Recovery Tax Act, a comprehensive package of initiatives designed to boost U.S.
business competitiveness and encourage American taxpayers' investment and savings during an
economic recession.2 In 2015, the Protecting Americans from Tax Hikes (PATH) Act
permanently extended the R&D after 16 temporary extensions.3
1
The U.S. Research and Experimentation Tax Credit is also known as the Research and Development Tax Credit, 26 U.S.C.
§ 41, Credit for increasing research activities.
2
Francisco Moris, National Science Foundation Report, The U.S. Research and Experimentation Tax Credit in the 1990s
(July 2005), available at https://wayback.archive-
it.org/5902/20150627200929/http:/www.nsf.gov/statistics/infbrief/nsf05316/ (last visited Jan. 20, 2026).
3
U.S. Department of Treasury, Office of Tax Analysis, Research and Experimentation (R&E) Credit, Oct. 12, 2016,
available at https://home.treasury.gov/system/files/131/RE-Credit.pdf (last visited Jan. 20, 2026).
BILL: SB 1076 Page 2
In September 2021, the Internal Revenue Service (IRS) issued a Memorandum containing new
guidance for taxpayers applying for a research credit refund. The memorandum described new
requirements for increased documentation and more detailed information, including a declaration
under the penalty of perjury verifying that the information and facts provided by the taxpayer are
accurate.4 To qualify as a valid research credit claim request, the taxpayer, at a minimum, must:
• Identify all the business components to which the I.R.C. § 41 research credit claim relates for
that year.
• For each business component,
o Identify all research activities performed;
o Identify all individuals who performed each research activity; and
o Identify all the information each individual sought to discover.
• Provide the total qualified employee wage expenses, total qualified supply expenses, and
total qualified contract research expenses for the claim year.5
These changes remained in a grace period until January 10, 2022. Then, they transitioned to a
one-year transition period, which was subsequently extended twice for an additional four years
through January 10, 2027. During this period, the IRS provided taxpayers 45 days to perfect
research credit claims for refund prior to a final determination by the IRS.6
Florida Tax Credit
Florida law authorizes an R&D tax credit against state corporate income taxes for certain
businesses with qualified research expenses.7 Under the federal definition, a qualified research
expense includes in-house research expenses, including any wages paid or incurred to
employees, supplies used in the conduct of qualified research, and any amounts paid or incurred
to another person for the right to use computers in the conduct of qualified research.8
A business is eligible for the tax credit if it:
• Has qualified research expenses in Florida in the taxable year exceeding the base amount;9
• Claims, and is allowed, a research credit for such qualified expenses under federal law for the
same taxable year; and
4
Internal Revenue Service, Office of the Chief Counsel, Memorandum Relating to I.R.C. § 41 Research Credit Refund
Claims (September 17, 2021), available at https://www.irs.gov/pub/irs-lafa/20214101f.pdf (last visited Jan. 20, 2026).
5
Id.
6
Internal Revenue Service, Research Credit Claims (Section 41) on Amended Returns Frequently Asked Questions, available
at https://www.irs.gov/businesses/corporations/research-credit-claims-section-41-on-amended-returns-frequently-asked-
questions#:~:text=The%20IRS%20provided%20a%20grace,Research%20Credit%20claims%20for%20refund. (last visited
Jan. 20, 2026).
7
Section 220.196(1)(c), F.S. “Qualified research expenses” is defined as research expenses qualifying for the credit under
federal law for in-house research expenses incurred in Florida or contract research expenses incurred in Florida.
8
See 26 U.S.C. § 41(b). Credit for increasing qualified research; qualified research expenses.
9
“Base amount” means the average of the business’ qualified research expenses in Florida allowed under 26 U.S.C s. 41 for
the preceding 4 taxable years. Section 220.196(1)(a), F.S.
BILL: SB 1076 Page 3
• Is a qualified target industry as defined in former s. 288.106(2)(n) (2022), F.S.,10 specifically
manufacturing, life sciences, information technology, aviation and aerospace, homeland
security and defense, cloud information technology, marine sciences, materials sciences, or
nanotechnology.11
The tax credit is 10 percent of the difference between the current tax year’s R&D expenditures in
Florida and the average of R&D expenditures over the previous four tax years. However, if the
business has existed for fewer than four years, the credit amount is reduced by 25 percent for
each year the business or its predecessor corporation did not exist.12 The state tax credit taken in
any taxable year may not exceed 50 percent of the company’s remaining net corporate income
tax liability under ch. 220, F.S., after all other credits to which the business is entitled have been
applied.13 Any unused credits may be carried forward by the business for up to five years
following the year in which the qualified research expenses were incurred.14
Currently, the maximum amount of R&D credits that may be approved by the Department of
Revenue (DOR) during any calendar year is $9 million. Applications for the credit may be filed
with the DOR on or after March 20 and before March 27 for qualified research expenses incurred
within the preceding calendar year. If the total amount of credits applied for exceeds the annual
cap, credits are allocated on a prorated basis.15 Eligible taxpayers are notified of the amount of
credit allocated to them and the year for which the credit may be claimed.
According to the DOR’s 2025 R&D Allocation Report (the latest report available), for calendar
year 2024, the DOR received 180 applications requesting a total of $108,834,662 in credit. Of
the 180 applications, 158 were approved, with the applicants receiving an allocation of the
available $9 million in credit. Each applicant received approximately 8.6 percent of the amount
of credit determined in their applications. The 158 approved applications requested $104,156,328
in credit.16
III. Effect of Proposed Changes:
SB 1076 amends s. 220.196, F.S., to increase the total amount of annual R&D credits available
each calendar year from $9 million to $50 million in any calendar year, and provides that the
increase first applies to the 2027 allocation of tax credits for expenses incurred in the 2026
calendar year.
The bill removes obsolete language relating to the 2018 calendar year.
The bill takes effect July 1, 2026.
10
A target industry business is defined as a corporate headquarters business or any business that is engaged in one of the
target industries identified pursuant to criteria developed by the Department of Commerce. Former s. 288.106(2)(n), F.S. The
Qualified Target Industry Tax Refund Program was repealed in 2023 by ch. 2023-173, Laws of Fla.
11
See s. 220.196(2)(a)3., F.S.
12
Section 220.196(2)(b), F.S.
13
Section 220.196(2)(c), F.S.
14
Section 220.196(2)(d), F.S.
15
Section 220.196(2)(e), F.S.
16
Department of Revenue, Research and Development Tax Credit for Florida Corporate Income Tax, 2025 Allocation
Report, available at https://floridarevenue.com/taxes/Documents/flCitRDCredit.pdf (last visited Jan. 20, 2026).
BILL: SB 1076 Page 4
IV. Constitutional Issues:
A. Municipality/County Mandates Restrictions:
None.
B. Public Records/Open Meetings Issues:
None.
C. Trust Funds Restrictions:
None.
D. State Tax or Fee Increases:
The bill does not create or raise a state tax or fee. Therefore, the requirements of Art. VII,
s. 19 of the Florida Constitution does not apply.
E. Other Constitutional Issues:
None identified.
V. Fiscal Impact Statement:
A. Tax/Fee Issues:
The REC has not reviewed the bill; however, it reviewed a similar bill in 2025 and
determined that it would reduce General Revenue receipts by $41 million in Fiscal Year
2025-2026 and by $41 million in future years.
B. Private Sector Impact:
Businesses with qualified research expenses that are eligible to receive an R&D tax credit
may see a reduction in state corporate income taxes.
C. Government Sector Impact:
None.
VI. Technical Deficiencies:
None.
VII. Related Issues:
None.
BILL: SB 1076 Page 5
VIII. Statutes Affected:
This bill substantially amends section 220.196 of the Florida Statutes.
IX. Additional Information:
A. Committee Substitute – Statement of Changes:
(Summarizing differences between the Committee Substitute and the prior version of the bill.)
None.
B. Amendments:
None.
This Senate Bill Analysis does not reflect the intent or official position of the bill’s introducer or the Florida Senate.
Florida Senate - 2026 SB 1076
By Senator Calatayud
38-01235-26 20261076__
1 A bill to be entitled
2 An act relating to the research and development tax
3 credit; amending s. 220.196, F.S.; increasing the
4 combined total amount of tax credits which may be
5 granted to business enterprises under the research and
6 development tax credit; deleting an obsolete
7 provision; providing applicability; providing an
8 effective date.
9
10 Be It Enacted by the Legislature of the State of Florida:
11
12 Section 1. Paragraph (e) of subsection (2) of section
13 220.196, Florida Statutes, is amended to read:
14 220.196 Research and development tax credit.—
15 (2) TAX CREDIT.—
16 (e) The combined total amount of tax credits which may be
17 granted to all business enterprises under this section during
18 any calendar year is $50 $9 million, except that the total
19 amount that may be awarded in the 2018 calendar year is $16.5
20 million. Applications may be filed with the department on or
21 after March 20 and before March 27 for qualified research
22 expenses incurred within the preceding calendar year. If the
23 total credits for all applicants exceed the maximum amount
24 allowed under this paragraph, the credits must shall be
25 allocated on a prorated basis.
26 Section 2. The amendment made by this act to s. 220.196,
27 Florida Statutes, first applies to the 2027 allocation of tax
28 credits for expenses incurred in calendar year 2026.
29 Section 3. This act shall take effect July 1, 2026.
Page 1 of 1
CODING: Words stricken are deletions; words underlined are additions.
The Florida Senate
Committee Agenda Request
To: Senator Thomas Leek, Chair
Committee on Commerce and Tourism
Subject: Committee Agenda Request
Date: January 13, 2026
I respectfully request that Senate Bill #1076, relating to Research and Development Tax Credit,
be placed on the:
[] committee agenda at your earliest possible convenience.
[] next committee agenda.
Senator Alexis Calatayud
Florida Senate, District 38
File signed original with committee office S-020 (03/2004)
The Florida Senate
11/v2»
G Meeting D~ .
APPEARANCE RECORD
Deliver both copies of this form to
07¢
Bill Number or Topic
we body Senate professional staff conducting the meeting
Name ±. ..50
79±
7e-
Amendment Barcode (if applicable)
«ore» [3e 5 (seal
Street
Email co?(l-to,
1
se
City
E State
pol
Zip
Speaking: D For D Against D Information OR Waive Speaking: ~upport D Against
PLEASE
CHECK ONE OF THE FOLLOWING:
□ I am appearing without
compensation or sponsorship.
[2J I am a registered lobbyist,
representing:
□ l am not a lobbyist, but received
something of value for my appearance
(travel, meals, lodging, etc.),
sponsored by:
While it is a tradition to encourage public testimony, time may not permit all persons wishing to speak to be heard at this hearing. Those who do speak may be asked to limit their remarks so
that as many persons as possible can be heard. Ifyou have questions about registering to lobby please see Fla. Stat. $11.045 andJoint Rule 1. 2020-2022JointRulesodf (f/senate.aov!
This form is part of the public record for this meeting. S-001 (08/10/2021)
The Florida Senate
BILL ANALYSIS AND FISCAL IMPACT STATEMENT
(This document is based on the provisions contained in the legislation as of the latest date listed below.)
Prepared By: The Professional Staff of the Committee on Commerce and Tourism
BILL: CS/SB 1266
INTRODUCER: Commerce and Tourism Committee and Senator Calatayud
SUBJECT: Cybersecurity Internships
DATE: January 21, 2026 REVISED:
ANALYST STAFF DIRECTOR REFERENCE ACTION
1. Dike McKay CM Fav/CS
2. ATD
3. AP
Please see Section IX. for Additional Information:
COMMITTEE SUBSTITUTE - Substantial Changes
I. Summary:
CS/SB 1266 creates the Cybersecurity Experiential Internship and Clearance Readiness Program
within the Department of Commerce (department). Under the bill, the department must partner
with the University of South Florida (USF) to expand its Florida Center for Cybersecurity
program (Cyber Florida) to other universities and institutions in the state to increase the state’s
cybersecurity workforce. The bill outlines annual reporting requirements and appropriates funds
for the department.
The bill takes effect July 1, 2026.
II. Present Situation:
NCAE-C Programs
The National Security Agency (NSA) launched the National Centers of Academic Excellence in
1999 to promote education and research in cybersecurity, produce professionals with cyber
expertise[to] expand the cybersecurity workforce, and reduce vulnerabilities in national
infrastructure.1 The National Centers of Academic Excellence in Cybersecurity (NCAE-C)
program is managed by the NSA’s National Cryptologic School, alongside other federal
1
Nat’l Ctr. of Acad. Excellence in Cybersecurity, Program Book, available at
https://www.caecommunity.org/_files/ugd/fd9f4b_4248a3dadef84805adcc9d1a3bf78fd4.pdf (last visited Jan. 21, 2026).
BILL: CS/SB 1266 Page 2
partners.2 To receive a designation under this program, institutions must complete validation of
their programs of study.3
Academic institutions may choose from three designations under the NCAE:
• The cyber defense (CAE-CD) designation is awarded to regionally accredited schools
offering cybersecurity degrees and certificates.
• The cyber research (CAE-R) designation is awarded to DoD schools, military academies
with PhD programs, and other institutions with specific doctoral programs.
• The cyber operations (CAE-CO) designation applies to technical higher education programs
focused on computer science, computer engineering, and/or electrical engineering.4
As of February 2024, NCAE had over “480 designated institutions across 48 states, the District
of Columbia, and Puerto Rico. There are 153 associate programs and degrees, 243 Cyber
Defense bachelors and graduate programs, 20 Cyber Operations bachelors and graduate
programs, and 80 institutions hold the Research designation.”5
The following Florida institutions hold one of the three designations:
• Florida Agricultural and Mechanical University;
• Florida Atlantic University;
• Florida Memorial University;
• Florida State University;
• Eastern Florida State College;
• University of Central Florida;
• University of Florida;
• University of North Florida;
• University of South Florida;
• University of West Florida (UWF);
• Florida Institute of Technology;
• Florida International University;
• Jacksonville University;
• Miami Dade College;
• Nova Southeastern University;
• Pensacola State College; and
• St. Petersburg College.6
2
Nat’l Sec. Agency, National Centers of Academic Excellence in Cybersecurity, available at
https://www.nsa.gov/Academics/Centers-of-Academic-Excellence/ (last visited Jan. 21, 2026).
3
Id.
4
Id.
5
Nat’l Ctr. of Acad. Excellence in Cybersecurity, supra note 1.
6
Id.
BILL: CS/SB 1266 Page 3
CompTIA Security+ Certification
The Computing Technology Industry Association (CompyTIA) is one of the biggest providers of
IT certifications worldwide.7 A CompTIA Security+ certification is “a global certification exam
that validates the baseline skills you need to perform core security functions and pursue an IT
career.”8 The program focuses on preventing cyber-attacks, understanding organizational
security, using cryptographic standards and products, configuring security technologies,
understanding wireless and remote access security, identifying coding vulnerabilities, and more.9
Cyber Florida Pilot Program
In 2014, the Legislature created Cyber Florida in s. 1004.444, F.S., within USF to make Florida a
national leader in cybersecurity and expand the state cybersecurity workforce. The goals of
Cyber Florida include creating jobs in the state’s cybersecurity industry, facilitating research and
development initiatives with, forming partnerships with major military installations, attracting
cybersecurity companies to Florida, and sharing cybersecurity knowledge, resources, and
training.10
In 2024, the Legislature updated s. 1004.444, F.S., allowing Cyber Florida to assist any state-
funded initiatives that relate to: (1) cybersecurity training, professional development, and
education for state and local government employees, and (2) increasing the cybersecurity
effectiveness of the state and local government technology platforms and infrastructure.
As part of this pilot at USF, Cyber Florida hosts:
• The Aligned Realistic Cyberattack Simulation (ARCS) Range, which provides cyber and IT
training for Florida public sector employees.11
• Firstline, which provides public sector training in cybersecurity.12
• The Critical Infrastructure Program, which provides free access to cybersecurity risk
assessments and resources for specific organizations.13
• Operation K12, to include cybersecurity education in K-12 classrooms across the state with
lesson plans, labs, and more.14
• CyberWorks, to provide cybersecurity training with a focus on transitioning veterans,
military spouses, first responders, and career-changers.15
• CyberHub, an online platform with free tools and education resources, including a protected
online laboratory for students and researchers to investigate software without compromising
the security of other devices.16
7
CompTIA, What Is CompTIA Security+ Certification?, available at https://www.comptia.org/en-us/blog/what-is-comptia-
security-certification/ (last visited Jan. 21, 2026).
8
Id.
9
Id.
10
Cyber Florida, Our Mission, available at https://cyberflorida.org/about/ (last visited Jan. 21, 2026).
11
Cyber Florida, The ARCS Range, available at https://cyberflorida.org/arcs-range/ (last visited Jan. 21, 2026).
12
Cyber Florida, Firstline, available at https://cyberflorida.org/firstline/ (last visited Jan. 21, 2026).
13
Cyber Florida, Critical Infrastructure Program, available at https://cyberflorida.org/cip// (last visited Jan. 21, 2026).
14
Cyber Florida, Operation K12, available at https://cyberflorida.org/opk12/ (last visited Jan. 21, 2026).
15
Cyber Florida, CyberWorks, available at https://cyberflorida.org/cyberworks/ (last visited Jan. 21, 2026).
16
Cyber Florida, CyberHub, available at https://cyberflorida.org/florida-cyberhub/ (last visited Jan. 21, 2026).
BILL: CS/SB 1266 Page 4
• The Security Operations Center Apprentice Program (SOCAP), which is a paid internship
program for USF students studying cybersecurity.17
• PhaseZero, which fills critical gaps in funding for cybersecurity entrepreneurs and fosters
research partnerships.18
• The Cybersecurity and Information Technology Pathways Program, partnered with the
Florida Department of Education, to fund projects which prepared students for cybersecurity
and IT jobs.19
• The NIST Ramps Program, which partners with organizations and laboratories to provide
students with hands-on training.20
At UWF, the pilot program hosts workforce development and community outreach programs,
including:
• The National Cybersecurity Workforce Development Program, CyberSkills2Work, which
provides free education and career development for eligible transitioning military, first
responders, veterans, military spouses, and government personnel.21
• The UWF Florida Cybersecurity Training Program, which provides free training for eligible
university, college, K-12, state, county, and city employees.22
• The UWF Cyber Skills Exercise, an intensive cybersecurity one-day training program
eligible transitioning military members, first responders, veterans, military spouses, and
State, Local, Tribal, and Territorial (SLTT) government personnel.23
• The Cybersecurity Education in Critical Infrastructure Protection (CECIP) Project, which
develops training courses with hands-on, laboratory experiences to offer workforce
development certificates.24
• GenCyber Experience Camps, which provide K-12 students and teachers with introductory
cybersecurity education.25
• Cybersecurity Ambassadors, which sends UWF students to K-12 schools in Northwest
Florida to teach cybersecurity expertise and awareness.26
• CyberPatriot, which is a cybersecurity competition for middle and high school students.27
• The 502 Project, partnered with other Florida higher education institutions, which connects
high school students with professional mentors and teaches them new cybersecurity skills.28
17
Cyber Florida, SOCAP, available at https://cyberflorida.org/socap/ (last visited Jan. 21, 2026).
18
Cyber Florida, phaseZero, available at https://cyberflorida.org/phasezero/ (last visited Jan. 21, 2026).
19
Cyber Florida, Cyber/IT Pathways, available at https://cyberflorida.org/pathways/ (last visited Jan. 21, 2026).
20
Cyber Florida, NIST Ramps Program, available at https://cyberflorida.org/nist-ramps-program/ (last visited Jan. 21, 2026).
21
UWF, Center for Cybersecurity, available at https://uwf.edu/centers/center-for-cybersecurity/ (last visited Jan. 21, 2026)
(“The University of West Florida Center for Cybersecurity has been awarded a $9.6 million grant from the U.S. Department
of War CIO Cyber Academic Engagement Office to expand the National Cybersecurity Workforce Development Program.
The program will prepare over 4,688 professionals over the next two years for 24 industry certifications and 41 emerging
cybersecurity and AI work roles through 62 new educational pathways.”).
22
Id.
23
Id. (“These exercises are part of the National Cybersecurity Workforce Development Program, CyberSkills2Work®, and
funded by the Cybersecurity and Infrastructure Security Agency (CISA)”).
24
Id.
25
UWF Center for Cybersecurity, Community Outreach, available at https://uwf.edu/centers/center-for-
cybersecurity/community-outreach/ (last visited Jan. 21, 2026).
26
Id.
27
Id.
28
Id.
BILL: CS/SB 1266 Page 5
• ITEN Wired, which is a cybersecurity and IT conference for industry leaders, educators,
entrepreneurs.29
• Women in CyberSecurity, which is a Florida affiliate group supporting the recruitment,
retention, and advancement of women in cybersecurity.30
III. Effect of Proposed Changes:
Findings
Section 1 creates s. 1004.0983, F.S., explaining that two successful pilot programs at USF and
the University of West Florida demonstrated the feasibility and effectiveness of combining
cybersecurity internships, federal security clearance readiness, and CompTIA Security+
certification as critical elements of workforce development for students.
Cybersecurity Program
In subsection (3), the bill creates the Cybersecurity Experiential Internship and Clearance
Readiness Program (program) within the department. The department must enter into an
agreement with Cyber Florida to implement the program with all NCAE-C-designated state
universities and Florida College system institutions.
Under subsection (4) of the bill, the program must:
• Increase the number of experiential cyber risk analyst internships statewide;
• Provide intern-supporting organizations with prioritized analytics, reporting, and risk
mitigation action plans to enhance cyber resilience;
• Implement a federal security clearance readiness curriculum;
• Provide CompTIA Security+ certification training and examination;
• Coordinate with government and private sector partners to place graduates in high-demand
cybersecurity roles; and
• Provide access to datasets for statewide cyber assessments, research, and development.
Beginning in 2026-2027, the bill mandates the program must be available at all current NCAE-
C-designated state universities and institutions. The bill states that its provisions expire on
October 1, 2031.
Reporting
Beginning January 1, 2027, and each subsequent year through 2032, the department must submit
a report to the Governor, the President of the Senate, and the Speaker of the House of
Representatives. The report must include:
• The number of students participating at each institution;
• The number of students wo earned CompTIA Security+ certification;
• The number of students who have completed internship and clearance readiness milestones;
29
Id.
30
Id.
BILL: CS/SB 1266 Page 6
• The number of students who subsequently entered federal, state, or private sector
cybersecurity jobs requiring federal public trust or national security clearance;
• Available data on the aforementioned jobs; and
• Recommendations for program improvements, including potential integration with other state
workforce initiatives.
Effective Date
The bill sets forth an effective date of July 1, 2026.
IV. Constitutional Issues:
A. Municipality/County Mandates Restrictions:
None.
B. Public Records/Open Meetings Issues:
None.
C. Trust Funds Restrictions:
None.
D. State Tax or Fee Increases:
None.
E. Other Constitutional Issues:
None identified.
V. Fiscal Impact Statement:
A. Tax/Fee Issues:
None.
B. Private Sector Impact:
None.
C. Government Sector Impact:
Indeterminate. There may be increased costs for institutions of higher education to
implement this bill.
BILL: CS/SB 1266 Page 7
VI. Technical Deficiencies:
None.
VII. Related Issues:
None.
VIII. Statutes Affected:
This bill creates section 1004.0983 of the Florida Statutes.
IX. Additional Information:
A. Committee Substitute – Statement of Substantial Changes:
(Summarizing differences between the Committee Substitute and the prior version of the bill.)
CS by Commerce and Tourism Committee on January 21, 2026:
The amendment removes the section appropriating $11.9 million to the Department of
Commerce to implement the bill.
B. Amendments:
None.
This Senate Bill Analysis does not reflect the intent or official position of the bill’s introducer or the Florida Senate.
Florida Senate - 2026 COMMITTEE AMENDMENT
Bill No. SB 1266
Ì633256/Î633256
LEGISLATIVE ACTION
Senate . House
Comm: RCS .
01/21/2026 .
.
.
.
The Committee on Commerce and Tourism (Calatayud) recommended
the following:
1 Senate Amendment (with title amendment)
2
3 Delete lines 120 - 124.
4
5 ================= T I T L E A M E N D M E N T ================
6 And the title is amended as follows:
7 Delete line 19
8 and insert:
9 expiration of the program;
Page 1 of 1
1/17/2026 1:44:28 PM 577-02001-26
Florida Senate - 2026 SB 1266 Florida Senate - 2026 SB 1266
By Senator Calatayud
38-01408A-26 20261266__ 38-01408A-26 20261266__
1 A bill to be entitled 30 security, multi-sector state economic resilience, and the
2 An act relating to cybersecurity internships; creating 31 protection of critical infrastructure. The Legislature also
3 s. 1004.0983, F.S.; providing legislative findings; 32 finds that this state has a persistent shortfall in its supply
4 providing legislative intent; creating the 33 of qualified cybersecurity professionals relative to the
5 Cybersecurity Experiential Internship and Clearance 34 workforce demand and that the growing integration of digital
6 Readiness Program within the Department of Commerce; 35 technologies in all economic sectors will exacerbate this
7 requiring the department to enter into an agreement 36 workforce gap in the future.
8 with the Florida Center for Cybersecurity (Cyber 37 (b) The Legislature further finds that the elements of the
9 Florida) to implement the program in collaboration 38 program described in this section were successfully tested and
10 with specified universities and institutions; 39 refined in two pilot programs: an experiential cyber internship
11 requiring that the program include specified 40 program with the University of South Florida and a combined
12 components; requiring that the program be available at 41 security clearance readiness and cyber certification program
13 specified universities and institutions beginning in a 42 with the University of West Florida. Both schools are designated
14 specified academic year; requiring the department, 43 as National Security Agency National Centers of Academic
15 using data and analyses provided by Cyber Florida, to 44 Excellence in Cybersecurity (NCAE-C). The successful pilot
16 submit a report by a specified date and annually 45 programs demonstrated the feasibility and effectiveness of
17 thereafter to the Governor and the Legislature; 46 combining cybersecurity experiential internships, federal
18 providing requirements for the report; providing for 47 security clearance readiness preparation, and CompTIA Security+
19 expiration of the program; providing an appropriation; 48 certification for students as critical elements of workforce
20 providing an effective date. 49 development.
21 50 (c) The Legislature further finds that expansion of this
22 Be It Enacted by the Legislature of the State of Florida: 51 program statewide to all NCAE-C-designated state universities
23 52 and Florida College System institutions will accelerate the
24 Section 1. Section 1004.0983, Florida Statutes, is created 53 development of a highly qualified, clearance-ready cybersecurity
25 to read: 54 workforce. This expanded capacity to develop a more qualified
26 1004.0983 Cybersecurity Experiential Internship and 55 cybersecurity workforce is necessary to both close existing gaps
27 Clearance Readiness Program.— 56 and keep pace with the growth in demand for cybersecurity talent
28 (1)(a) The Legislature finds that this state’s 57 within this state.
29 cybersecurity workforce is essential to state and national 58 (2)(a) The Legislature intends to establish the
Page 1 of 5 Page 2 of 5
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 1266 Florida Senate - 2026 SB 1266
38-01408A-26 20261266__ 38-01408A-26 20261266__
59 Cybersecurity Experiential Internship and Clearance Readiness 88 training, clearance application preparation and vetting, and
60 Program across all NCAE-C-designated state universities and 89 mentoring for selected participants.
61 Florida College System institutions, beginning with the 2026- 90 (d) Providing CompTIA Security+ certification training and
62 2027 academic year. 91 examination for selected participants.
63 (b) The Legislature further intends to sustain the program 92 (e) Coordinating with state, federal, and private sector
64 through the 2030-2031 academic year and establish clear metrics 93 partners to facilitate placement of graduates in high-demand
65 and reporting requirements to measure the impact on this state’s 94 cybersecurity roles.
66 workforce and national security posture. 95 (f) Providing access to datasets for statewide cyber
67 (3) The Cybersecurity Experiential Internship and Clearance 96 assessments, research, and development.
68 Readiness Program is created within the Department of Commerce. 97 (5) Beginning in the 2026-2027 academic year, the program
69 The department shall enter into an agreement with the Florida 98 must be available at all currently NCAE-C-designated state
70 Center for Cybersecurity (Cyber Florida) at the University of 99 universities and Florida College System institutions.
71 South Florida, to implement the program in collaboration with 100 (6)(a) Beginning January 1, 2027, and annually thereafter
72 all NCAE-C-designated state universities and Florida College 101 through January 1, 2032, the department, using data and analyses
73 System institutions. 102 provided by Cyber Florida as required by the agreement under
74 (4) The program shall include all of the following 103 subsection (3), shall submit a report to the Governor, the
75 components: 104 President of the Senate, and the Speaker of the House of
76 (a) Increasing the number of experiential cyber risk 105 Representatives.
77 analyst internships statewide by using an instrumented platform 106 (b) The report must include all of the following:
78 of automated assessments with employers based in this state in 107 1. The number of students participating in internships,
79 the defense, finance, health care, transportation, utility, and 108 clearance readiness preparation, and CompTIA Security+
80 critical infrastructure sectors. 109 certification programs at each institution.
81 (b) Providing intern-supporting organizations with 110 2. The number of students who have earned CompTIA Security+
82 actionable, prioritized analytics, reporting, and risk 111 certification and the number of students who have completed
83 mitigation action plans to enhance cyber resilience across this 112 internship and clearance readiness milestones.
84 state. 113 3. The number of students who subsequently reported
85 (c) Delivering a federal security clearance readiness 114 entering federal, state, or private sector cybersecurity
86 curriculum, including comprehensive background checks 115 positions requiring a federal public trust or national security
87 preparation, national security information and protection 116 clearance, and any available data on those positions.
Page 3 of 5 Page 4 of 5
CODING: Words stricken are deletions; words underlined are additions. CODING: Words stricken are deletions; words underlined are additions.
Florida Senate - 2026 SB 1266
38-01408A-26 20261266__
117 4. Recommendations for program improvements, including
118 potential integration with other state workforce initiatives.
119 (7) This section expires October 1, 2031.
120 Section 2. Beginning in the 2026-2027 fiscal year, the sum
121 of $11.9 million in recurring funds is appropriated from the
122 General Revenue Fund to the Department of Commerce to establish
123 the Cybersecurity Experiential Internship and Clearance
124 Readiness Program.
125 Section 3. This act shall take effect July 1, 2026.
Page 5 of 5
CODING: Words stricken are deletions; words underlined are additions.
The Florida Senate
Committee Agenda Request
To: Senator Thomas Leek, Chair
Committee on Commerce and Tourism
Subject: Committee Agenda Request
Date: January 13, 2026
I respectfully request that Senate Bill #1266, relating to Cybersecurity Internships, be placed on
the:
[] committee agenda at your earliest possible convenience.
[] next committee agenda.
/(/i4, Gt
Senator Alexis Calatayud
Florida Senate, District 38
File signed original with committee office S-020 (03/2004)
File and source
- File
- 2026-01-21_post-meeting-packet_8077.pdf
- Size
- 6,422,460 bytes
- SHA-256
- efbe85d1a1c7f97040d7ff5b51780827d3997b3c4187994e3e439854ba72e591
- Original
- No public link identified.