FLORIDA NEW CORPORATE BY LAWS Read them hack attorneys and hack judges who sucked at being attorneys.  607_Booklet.pdf (DOWNLOADABLE OFF INTERNET) Florida Department of State Division of Corporations Florida Business Corporations Act Division of Corporations • P.O. Box 6327 • Tallahassee, Florida 32314 FOREWORD The Division of Corporations of the Florida Department of State produces this booklet specifically for the convenience of those who frequently refer to Chapter 607, Florida Statutes. Also included are excerpts from Chapter 213, F.S., regarding information sharing and Chapter 621, F.S., regarding Professional Service Corporations. All history notes commonly found in the Florida Statutes have been omitted. This booklet is not an official published version of the Florida Statutes and is not intended to be considered as such. You will also find some basic filing forms, fee schedules and a Division telephone directory. A summary of requirements for filing a sub-chapter S corporation with the Internal Revenue Service is provided for your convenience. Other forms are available from the Division’s website. We hope this publication will be helpful to you when filing with the Division of Corporations. Division of Corporations Internet Address: Mailing Address: Post Office Box 6327, Tallahassee, FL 32314 Street Address: Clifton Building, 2661 Executive Center Circle Rev. 09/2013 Tallahassee, FL 32301 Table of Contents Chapter 607, F.S. ........................................................................................... 1-100 Forms for Filing a Florida Profit Corporation ...............................................101-105 (Instructions, Transmittal Letter, sample Articles of Incorporation for a Profit Corporation and Designation of Registered Agent/Registered Office) Forms for Filing a Foreign Profit Corporation...............................................106-109 (Instructions, Transmittal Letter, and Application by Foreign Corporation for Authorization to Transact Business in Florida) Chapter 621, F.S., Professional Service Corporations...................................110-114 Fee Summary .................................................................................................115 Division of Corporations Telephone Directory and Internet Address ...........116 607.0101 607.0102 607.0120 607.0121 607.0122 607.0123 607.0124 607.0125 607.0126 607.0127 607.0128 607.0130 607.01401 607.0141 607.0201 607.0202 607.0203 607.0204 607.0205 607.0206 607.0207 607.0301 607.0302 607.0303 607.0304 607.0401 607.0403 607.0501 607.0502 607.0504 607.0505 607.0601 607.0602 607.0603 607.0604 Short title. Reservation of power to amend or repeal. Filing requirements. Forms. Fees for filing documents and issuing certificates. Effective time and date of document. Correcting filed document. Filing duties of Department of State. Appeal from Department of State’s refusal to file document. Evidentiary effect of copy of filed document. Certificate of status. Powers of Department of State. Definitions. Notice. Incorporators. Articles of incorporation; content. Incorporation. Liability for preincorporation transactions. Organizational meeting of directors. Bylaws. Emergency bylaws. Purposes and application. General powers. Emergency powers. Ultra vires. Corporate name. Registered name; application; renewal; revocation. Registered office and registered agent. Change of registered office or registered agent; resignation of registered agent. Service of process, notice, or demand on a corporation. Registered agent; duties. Authorized shares. Terms of class or series determined by board of directors. Issued and outstanding shares. Fractional shares. 607.0620 607.0621 607.0622 607.0623 607.0624 607.0625 607.0626 607.0627 607.0628 607.0630 607.0631 607.06401 607.0701 607.0702 607.0703 607.0704 607.0705 607.0706 607.0707 607.0720 607.0721 607.0722 607.0723 607.0724 607.0725 607.0726 607.0728 607.0730 607.0731 607.0732 607.07401 607.0801 607.0802 607.0803 607.0804 607.0805 607.0806 607.0807 Subscriptions for shares. Issuance of shares. Liability for shares issued before payment. Share dividends. Share options. Form and content of certificates. Shares without certificates. Restriction on transfer of shares and other securities. Expenses of issue. Shareholders’ preemptive rights. Corporation’s acquisition of its own shares. Distributions to shareholders. Annual meeting. Special meeting. Court-ordered meeting. Action by shareholders without a meeting. Notice of meeting. Waiver of notice. Record date. Shareholders’ list for meeting. V oting entitlement of shares. Proxies. Shares held by nominees. Corporation’s acceptance of votes. Quorum and voting requirements for voting groups. Action by single and multiple voting groups. V oting for directors; cumulative voting. V oting trusts. Shareholders’ agreements. Shareholder agreements. Shareholders’ derivative actions. Requirement for and duties of board of directors. Qualifications of directors. Number of directors. Election of directors by certain voting groups. Terms of directors generally. Staggered terms for directors. Resignation of directors. BUSINESS CORPORATION ACT 1 607.0808 607.0809 607.08101 607.0820 607.0821 607.0822 607.0823 607.0824 607.0825 607.0830 607.0831 607.0832 607.0833 607.0834 607.08401 607.0841 607.0842 607.0843 607.0850 607.0901 607.0902 607.1001 607.1002 607.10025 607.1003 607.1004 607.1005 607.1006 607.1007 607.1008 607.1009 607.1020 607.1021 607.1022 607.1101 Removal of directors by shareholders. Vacancy on board. Compensation of directors. Meetings. Action by directors without a meeting. Notice of meetings. Waiver of notice. Quorum and voting. Committees. General standards for directors. Liability of directors. Director conflicts of interest. Loans to officers, directors, and employees; guaranty of obligations. Liability for unlawful distributions. Required officers. Duties of officers. Resignation and removal of officers. Contract rights of officers. Indemnification of officers, directors, employees, and agents. Affiliated transactions. Control-share acquisitions. Authority to amend the articles of incorporation. Amendment by board of directors. Shares; combination or division. Amendment by board of directors and shareholders. Voting on amendments by voting groups. Amendment before issuance of shares. Articles of amendment. Restated articles of incorporation. Amendment pursuant to reorganization. Effect of amendment. Amendment of bylaws by board of directors or shareholders. Bylaw increasing quorum or voting requirements for shareholders. Bylaw increasing quorum or voting requirements for directors. Merger. 607.1102 607.1103 607.1104 607.11045 607.1105 607.1106 607.1107 607.1108 607.1109 607.11101 607.1112 607.1113 607.1114 607.1115 607.1201 607.1202 607.1301 607.1302 607.1303 607.1320 607.1321 607.1322 607.1323 607.1324 607.1326 607.1330 607.1331 607.1332 607.1333 607.1401 Share exchange. Action on plan. Merger of subsidiary corporation. Holding company formation by merger by certain corporations. Articles of merger or share exchange. Effect of merger or share exchange. Merger or share exchange with foreign corporations. Merger of domestic corporation and other business entity. Articles of merger. Effect of merger of domestic corporation and other business entity. Conversion of domestic corporation into another business entity. Certificate of conversion. Effect of conversion of domestic corporation into another business entity. Conversion of another business entity to a domestic corporation. Sale of assets in regular course of business and mortgage of assets. Sale of assets other than in regular course of business. Appraisal rights; definitions. Right of shareholders to appraisal. Assertion of rights by nominees and beneficial owners. Notice of appraisal rights. Notice of intent to demand payment. Appraisal notice and form. Perfection of rights; right to withdraw. Shareholder’s acceptance of corporation’s offer. Procedure if shareholder is dissatisfied with offer. Court action. Court costs and counsel fees. Disposition of acquired shares. Limitation on corporate payment. Dissolution by incorporators or directors. BUSINESS CORPORATION ACT 2 607.1402 607.1403 607.1404 607.1405 607.1406 607.1407 607.1420 607.1421 607.1422 607.1423 607.1430 607.1431 607.1432 607.1433 607.1434 607.1435 607.1436 607.14401 607.1501 607.1502 607.1503 607.1504 607.1505 607.1506 607.1507 607.1508 607.1509 Dissolution by board of directors and shareholders; dissolution by written consent of shareholders. Articles of dissolution. Revocation of dissolution. Effect of dissolution. Known claims against dissolved corporation. Unknown claims against dissolved corporation. Grounds for administrative dissolution. Procedure for and effect of administrative dissolution. Reinstatement following administrative dissolution. Appeal from denial of reinstatement. Grounds for judicial dissolution. Procedure for judicial dissolution. Receivership or custodianship. Judgment of dissolution. Alternative remedies to judicial dissolution. Provisional director. Election to purchase instead of dissolution. Deposit with Department of Financial Services. Authority of foreign corporation to transact business required. Consequences of transacting business without authority. Application for certificate of authority. Amended certificate of authority. Effect of certificate of authority. Corporate name of foreign corporation. Registered office and registered agent of foreign corporation. Change of registered office and registered agent of foreign corporation. Resignation of registered agent of foreign corporation. 607.1530 607.1531 607.15315 607.1532 607.1601 607.1602 607.1603 607.1604 607.1605 607.1620 607.1621 607.1622 607.1701 607.1702 607.1711 607.1801 607.1805 607.1904 607.1907 607.193 607.0101 Grounds for revocation of authority to transact business. Procedure for and effect of revocation. Revocation; application for reinstatement. Appeal from revocation. Corporate records. Inspection of records by shareholders. Scope of inspection right. Court-ordered inspection. Inspection of records by directors. Financial statements for shareholders. Other reports to shareholders. Annual report for Department of State. Application to existing domestic corporation. Application to qualified foreign corporations. Application to foreign and interstate commerce. Domestication of foreign corporations. Procedures for conversion to professional service corporation. Estoppel. Effect of repeal of prior acts. Supplemental corporate fee. Short title.—This act shall be known and may be cited as the “Florida Business Corporation Act.”
Posted on: Tue, 02 Sep 2014 10:15:03 +0000
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