reglab/housing_qa huggingface dataset:
FL Stat § 607.0601 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.0601 - Authorized shares.

607.0601 Authorized shares.—(1) The articles of incorporation must set forth any classes of shares and series of shares within a class, and the number of shares of each class and series, that the corporation is authorized to issue. If more than one class or series of shares is authorized, the articles of incorporation must prescribe a distinguishing designation for each class or series, and before the issuance of shares of a class or series, describe the terms, including the preferences, limitations, and relative rights of that class or series. All shares of a class or series must have terms, including preferences, limitations, and relative rights, identical with those of other shares of the same class or series, except to the extent otherwise permitted by this section, s. 607.0602, or s. 607.0624.(2) The articles of incorporation must authorize:(a) One or more classes or series of shares that together have unlimited voting rights, and(b) One or more classes or series of shares (which may be the same class or series or classes or series as those with voting rights) that together are entitled to receive the net assets of the corporation upon dissolution.(3) The articles of incorporation may authorize one or more classes or series of shares that:(a) Have special, conditional, or limited voting rights, or no right to vote, except to the extent otherwise provided by this chapter;(b) Are redeemable or convertible as specified in the articles of incorporation:1. At the option of the corporation, the shareholder, or another person or upon the occurrence of a specified event;2. For cash, indebtedness, securities, or other property; or3. At prices and in an amount specified, or determined, in accordance with a formula;(c) Entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative, or partially cumulative;(d) Have preference over any other class or series of shares with respect to distributions, including distributions upon the dissolution of the corporation.(4) The description of the designations, preferences, limitations, and relative rights of share classes or series in subsection (3) is not exhaustive.(5) The terms of shares may be made dependent on facts ascertainable outside the articles of incorporation in accordance with s. 607.0120(11).(6) Shares which are entitled to preference in the distribution of dividends or assets shall not be designated as common shares. Shares which are not entitled to preference in the distribution of dividends or assets shall be common shares and shall not be designated as preferred shares.History.—s. 33, ch. 89-154; s. 10, ch. 93-281; s. 38, ch. 2019-90; s. 8, ch. 2020-32.
FL Stat § 607.0602 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.0602 - Terms of class or series determined by board of directors.

607.0602 Terms of class or series determined by board of directors.—(1) If the articles of incorporation so provide, the board of directors is authorized, without shareholder approval, to:(a) Classify any unissued shares into one or more classes or into one or more series within a class;(b) Reclassify any unissued shares of any class into one or more classes or into one or more series within a class; or(c) Reclassify any unissued shares of any series of any class into one or more classes or into one or more series within a class.(2) If the board of directors acts pursuant to subsection (1), it shall determine the terms, including the preferences, limitations, and relative rights, to the extent allowed under s. 607.0601, of:(a) Any class of shares before the issuance of any shares of that class; or(b) Any series within a class before the issuance of any shares of that series.(3) Each class and each series of a class must be given a distinguishing designation.(4) All shares of a series must have preferences, limitations, and relative rights identical with those of other shares of the same series and, except to the extent otherwise provided in the description of the series, of those of other series of the same class.(5) Before issuing any shares of a class or series created under this section, the corporation shall deliver to the department for filing articles of amendment, which are effective without shareholder action, that set forth:(a) The name of the corporation;(b) The text of the amendment determining the terms of the class or series of shares;(c) The date the amendment was adopted; and(d) A statement that the amendment was duly adopted by the board of directors.History.—s. 34, ch. 89-154; s. 39, ch. 2019-90; s. 9, ch. 2020-32.
FL Stat § 607.0603 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.0603 - Issued and outstanding shares.

607.0603 Issued and outstanding shares.—(1) A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted, or canceled, except as provided in s. 607.0631.(2) The reacquisition, redemption, or conversion of outstanding shares is subject to the limitations of subsection (3) and to s. 607.06401.(3) At all times that shares of the corporation are outstanding, one or more shares that together have unlimited voting rights and one or more shares that together are entitled to receive the net assets of the corporation upon dissolution must be outstanding.History.—s. 35, ch. 89-154; s. 142, ch. 90-179; s. 11, ch. 93-281.
FL Stat § 607.0604 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.0604 - Fractional shares.

607.0604 Fractional shares.—(1) A corporation may:(a) Issue fractions of a share or, in lieu of doing so, pay in money the fair value of fractions of a share;(b) Make arrangements, or provide reasonable opportunity, for any person entitled to or holding a fractional interest in a share to sell such fractional interest or to purchase such additional fractional interests as may be necessary to acquire a full share;(c) Issue scrip in registered or bearer form, over the manual or facsimile signature of an officer of the corporation or its agent, entitling the holder to receive a full share upon surrendering enough scrip to equal a full share.(2) The board of directors may authorize the issuance of scrip subject to any condition, including that:(a) The scrip will become void if not exchanged for full shares before a specified date; and(b) The shares for which the scrip is exchangeable may be sold and the proceeds paid to the scripholders.(3) Each certificate representing scrip must be conspicuously labeled “scrip” and must contain the information required by s. 607.0625.(4) The holder of a fractional share is entitled to exercise the rights of a shareholder, including the rights to vote, to receive dividends, and to receive distributions upon dissolution. The holder of scrip is not entitled to any of these rights unless the scrip provides for them.History.—s. 36, ch. 89-154; s. 40, ch. 2019-90.
FL Stat § 607.0620 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.0620 - Subscriptions for shares.

607.0620 Subscriptions for shares.—(1) A subscription for shares entered into before incorporation is irrevocable for 6 months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation.(2) A subscription for shares, whether made before or after incorporation, is not enforceable against the subscriber unless in writing and signed by the subscriber.(3) The board of directors may determine the payment terms of subscriptions for shares that were entered into before incorporation, unless the subscription agreement specifies them. A call for payment by the board of directors must be uniform as to all shares of the same class or series, unless the subscription agreement specifies otherwise.(4) Shares issued pursuant to subscriptions entered into before incorporation are fully paid and nonassessable when the corporation receives the consideration specified in the subscription agreement.(5) If a subscriber defaults in payment of money or property under a subscription agreement entered into before incorporation, the corporation may collect the amount owed as any other debt. Alternatively, unless the subscription agreement provides otherwise, the corporation may rescind the agreement and may sell the shares if the debt remains unpaid more than 20 days after the corporation delivers written demand for payment to the subscriber. If the subscription agreement is rescinded and the shares sold, then, notwithstanding the rescission, the defaulting subscriber or his, her, or its legal representative shall be entitled to be paid the excess of the sale proceeds over the sum of the amount due and unpaid on the subscription and the reasonable expenses incurred in selling the shares, but in no event shall the defaulting subscriber or his, her, or its legal representative be entitled to be paid an amount greater than the amount paid by the subscriber on the subscription.(6) A subscription agreement entered into after incorporation is also subject to s. 607.0621.History.—s. 37, ch. 89-154; s. 12, ch. 93-281; s. 8, ch. 97-102; s. 41, ch. 2019-90; s. 10, ch. 2020-32.
FL Stat § 607.0621 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.0621 - Issuance of shares.

607.0621 Issuance of shares.—(1) The powers granted in this section to the board of directors may be reserved to the shareholders by the articles of incorporation.(2) The board of directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the corporation, including cash, promissory notes, services performed, promises to perform services evidenced by a written contract, or other securities of the corporation.(3) Before the corporation issues shares, the board of directors must determine that the consideration received or to be received for shares to be issued is adequate. That determination by the board of directors is conclusive insofar as the adequacy of consideration for the issuance of shares relates to whether the shares are validly issued, fully paid, and nonassessable. When it cannot be determined that outstanding shares are fully paid and nonassessable, there shall be a conclusive presumption that such shares are fully paid and nonassessable if the board of directors makes a good faith determination that there is no substantial evidence that the full consideration for such shares has not been paid.(4) When the corporation receives the consideration for which the board of directors authorized the issuance of shares, the shares issued therefor are fully paid and nonassessable. Consideration in the form of a promise to pay money or a promise to perform services is received by the corporation at the time of the making of the promise, unless the agreement specifically provides otherwise.(5) The corporation may place in escrow shares issued for a contract for future services or benefits or a promissory note, or make other arrangements to restrict the transfer of the shares, and may credit distributions in respect of the shares against their purchase price, until the services are performed, the note is paid, or the benefits received. If the services are not performed, the note is not paid, or the benefits are not received, the shares escrowed or restricted and the distributions credited may be canceled in whole or part.History.—s. 38, ch. 89-154; s. 42, ch. 2019-90.
FL Stat § 607.0622 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.0622 - Liability for shares issued before payment.

607.0622 Liability for shares issued before payment.—(1) A holder of, or subscriber to, shares of a corporation shall be under no obligation to the corporation or its creditors with respect to such shares other than the obligation to pay to the corporation the full consideration for which such shares were issued or to be issued. Such an obligation may be enforced by the corporation and its successors or assigns; by a shareholder suing derivatively on behalf of the corporation; by a receiver, liquidator, or trustee in bankruptcy of the corporation; or by another person having the legal right to marshal the assets of such corporation.(2) Any person becoming an assignee or transferee of shares, or of a subscription for shares, in good faith and without knowledge or notice that the full consideration therefor has not been paid shall not be personally liable to the corporation or its creditors for any unpaid portion of such consideration, but the assignor or transferor shall continue to be liable therefor.(3) No pledgee or other holder of shares as collateral security shall be personally liable as a shareholder, but the pledgor or other person transferring such shares as collateral shall be considered the holder thereof for purposes of liability under this section.(4) An executor, administrator, conservator, guardian, trustee, assignee for the benefit of creditors, receiver, or other fiduciary shall not be personally liable to the corporation as a holder of, or subscriber to, shares of a corporation, but the estate and funds in her or his hands shall be so liable.(5) No liability under this section may be asserted more than 5 years after the earlier of:(a) The issuance of the shares, or(b) The date of the subscription upon which the assessment is sought.History.—s. 39, ch. 89-154; s. 9, ch. 97-102; s. 43, ch. 2019-90.
FL Stat § 607.0623 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.0623 - Share dividends.

607.0623 Share dividends.—(1) Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation’s shareholders or to the shareholders of one or more classes or series of shares. An issuance of shares under this subsection is a share dividend.(2) Shares of one class or series may not be issued as a share dividend in respect of shares of another class or series unless:(a) The articles of incorporation so authorize,(b) A majority of the votes entitled to be cast by the class or series to be issued approves the issue, or(c) There are no outstanding shares of the class or series to be issued.(3) The board of directors may fix the record date for determining shareholders entitled to a share dividend, but the date may not be retroactive. If the board of directors does not fix the record date for determining shareholders entitled to a share dividend, the record date is the date the board of directors authorizes the share dividend.History.—s. 40, ch. 89-154; s. 44, ch. 2019-90; s. 11, ch. 2020-32.
FL Stat § 607.0624 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.0624 - Share rights, options, warrants, and awards.

607.0624 Share rights, options, warrants, and awards.—(1) Unless the articles of incorporation provide otherwise, a corporation may issue rights, options, or warrants for the purchase of shares of the corporation of any class or series, whether authorized but unissued shares of the corporation, treasury shares, or shares of the corporation to be purchased or acquired by the corporation. The board of directors shall determine the terms and conditions upon which the rights, options, or warrants are issued, including the consideration for which the shares are to be issued. The authorization by the board of directors for the corporation to issue such rights, options, or warrants constitutes authorization for the issuance of the shares for which the rights, options, or warrants are exercisable.(2) The terms and conditions of such rights, options, or warrants, including those outstanding on January 1, 2020, may include restrictions or conditions that:(a) Preclude or limit the exercise, transfer, or receipt of such rights, options, or warrants by any person or persons owning or offering to acquire a specified number or percentage of the outstanding shares of the corporation or by any transferee or transferees of any such person or persons; or(b) Invalidate or void such rights, options, or warrants held by any such person or persons or any such transferee or transferees.(3) The board of directors may authorize a board committee or the board of directors may authorize one or more officers, or a board committee so authorized by the board of directors may authorize one or more officers, to:(a) Designate the recipients of rights, options, warrants, or other equity compensation awards that involve the issuance of shares; and(b) Determine, within an amount and subject to any other limitations established by the board of directors, a board committee, and, if applicable, the shareholders, the number of such rights, options, warrants, or other equity compensation awards and the terms and conditions of such rights, options, warrants, or awards to be received by the recipients, provided that an officer may not use such authority to designate himself or herself or any other persons as the board of directors or a committee of the board may specify as a recipient of such rights, options, warrants, or other equity compensation awards.(4) For purposes of this section, the term “shares” includes a security convertible into or carrying a right to subscribe for or acquire shares.History.—s. 41, ch. 89-154; s. 143, ch. 90-179; s. 45, ch. 2019-90.
FL Stat § 607.0625 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.0625 - Form and content of certificates.

607.0625 Form and content of certificates.—(1) Shares may but need not be represented by certificates. Unless this chapter or another statute expressly provides otherwise, the rights and obligations of shareholders are identical, regardless of whether their shares are represented by certificates.(2) At a minimum, each share certificate must state on its face:(a) The name of the corporation and that the corporation is organized under the laws of this state;(b) The name of the person to whom issued; and(c) The number and class of shares and the designation of the series, if any, the certificate represents.(3) If the corporation is authorized to issue different classes of shares or different series of shares within a class, the designations, relative rights, preferences, and limitations applicable to each class and the variations in rights, preferences, and limitations determined for each series (and the authority of the board of directors to determine variations for future series) must be summarized on the front or back of each certificate. Alternatively, each certificate may state conspicuously on its front or back that the corporation will furnish the shareholder a full statement of this information on request and without charge.(4) Each share certificate:(a) Must be signed (either manually or in facsimile) by an officer or officers designated in the bylaws or designated by the board of directors, and(b) May bear the corporate seal or its facsimile.(5) If the person who signed (either manually or in facsimile) a share certificate no longer holds office when the certificate is issued, the certificate is nevertheless valid.(6) Nothing in this section may be construed to invalidate any share certificate validly issued and outstanding under the general corporation law on July 1, 1990.History.—s. 42, ch. 89-154; s. 46, ch. 2019-90.
FL Stat § 607.0626 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.0626 - Shares without certificates.

607.0626 Shares without certificates.—(1) Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. The authorization does not affect shares already represented by certificates until they are surrendered to the corporation.(2) Within a reasonable time after the issuance or transfer of shares without certificates, the corporation shall deliver to the shareholder a written statement of the information required on certificates by s. 607.0625(2) and (3), and, if applicable, s. 607.0627.History.—s. 43, ch. 89-154; s. 47, ch. 2019-90.
FL Stat § 607.0627 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.0627 - Restriction on transfer of shares and other securities.

607.0627 Restriction on transfer of shares and other securities.—(1) The articles of incorporation, the bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation. A restriction does not affect shares issued before the restriction was adopted unless the holders of such shares are parties to the restriction agreement or voted in favor of the restriction.(2) A restriction on the transfer or registration of transfer of shares is valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this section and its existence is noted conspicuously on the front or back of the certificate or is contained in the information statement required by s. 607.0626(2). Unless so noted, a restriction is not enforceable against a person without knowledge of the restriction.(3) A restriction on the transfer or registration of transfer of shares is authorized:(a) To maintain the corporation’s status when it is dependent on the number or identity of its shareholders;(b) To preserve exemptions under federal or state securities law; or(c) For any other reasonable purpose.(4) A restriction on the transfer or registration of transfer of shares may:(a) Obligate the shareholder first to offer the corporation or other persons (separately, consecutively, or simultaneously) an opportunity to acquire the restricted shares;(b) Obligate the corporation or other persons (separately, consecutively, or simultaneously) to acquire the restricted shares;(c) Require the corporation, the holders of any class or series of its shares, or other persons to approve the transfer of the restricted shares, if the requirement is not manifestly unreasonable; or(d) Prohibit the transfer of the restricted shares to designated persons or classes of persons, if the prohibition is not manifestly unreasonable.(5) For purposes of this section, “shares” includes a security convertible into or carrying a right to subscribe for or acquire shares.History.—s. 44, ch. 89-154; s. 48, ch. 2019-90.
FL Stat § 607.0628 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.0628 - Expenses of issue.

607.0628 Expenses of issue.—A corporation may pay the expenses of selling or underwriting its shares and of organizing or reorganizing the corporation from the consideration received for shares.History.—s. 45, ch. 89-154.