reglab/housing_qa huggingface dataset:
FL Stat § 607.0208 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.0208 - Forum selection.

607.0208 Forum selection.—(1) The articles of incorporation or the bylaws may require that any or all internal corporate claims be brought exclusively in any specified court or courts of this state and, if so specified, in any additional courts in this state or in any other jurisdictions with which the corporation has a reasonable relationship.(2) A provision of the articles of incorporation or bylaws adopted under subsection (1) does not have the effect of conferring jurisdiction on any court or over any person or claim, and does not apply if none of the courts specified by such provision has the requisite personal and subject matter jurisdiction. If the court or courts in this state specified in a provision adopted under subsection (1) do not have the requisite personal and subject matter jurisdiction and another court in this state does have such jurisdiction, then the internal corporate claim may be brought in such other court, notwithstanding that such other court is not specified in such provision, or in any other court outside the state specified in such provision that has the requisite jurisdiction.(3) No provision of the articles of incorporation or the bylaws may prohibit bringing an internal corporate claim in all courts in this state or require such claims to be determined by arbitration.(4) For the purposes of this section, “internal corporate claim” means:(a) Any claim that is based upon a violation of a duty under the laws of this state by a current or former director, officer, or shareholder in such capacity;(b) Any derivative action or proceeding brought on behalf of the corporation;(c) Any action asserting a claim arising pursuant to this chapter or the articles of incorporation or bylaws; or(d) Any action asserting a claim governed by the internal affairs doctrine that is not included in paragraph (a), paragraph (b), or paragraph (c).History.—s. 23, ch. 2019-90.
FL Stat § 607.0301 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.0301 - Purposes and application.

607.0301 Purposes and application.—(1) Every corporation incorporated under this chapter has the purpose of engaging in any lawful business unless a more limited purpose is set forth in the articles of incorporation.(2) A corporation engaging in a business that is subject to regulation under another statute of this state may incorporate under this chapter only if permitted by, and subject to all limitations of, the other statute.(3) The provisions of this chapter extend to all corporations, whether chartered by special acts or general laws, except that special statutes for the regulation and control of types of business and corporations shall control when in conflict herewith.History.—s. 23, ch. 89-154; s. 6, ch. 93-281; s. 24, ch. 2019-90.
FL Stat § 607.0303 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.0303 - Emergency powers.

607.0303 Emergency powers.—(1) In anticipation of or during any emergency defined in subsection (5), the board of directors of a corporation may:(a) Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and(b) Relocate the principal office or designate alternative principal offices or regional offices or authorize the officers to do so.(2) During an emergency defined in subsection (5), unless emergency bylaws provide otherwise:(a) Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio;(b) One or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum; and(c) The director or directors in attendance at a meeting, or any greater number affixed by the emergency bylaws, constitute a quorum.(3) Corporate action taken in good faith during an emergency under this section to further the ordinary business affairs of the corporation:(a) Binds the corporation; and(b) May not be used to impose liability on a director, officer, employee, or agent of the corporation.(4) No officer, director, or employee acting in accordance with any emergency bylaws shall be liable except for willful or intentional misconduct.(5) An emergency exists for purposes of this section if a quorum of the board of directors cannot readily be assembled because of some catastrophic event.(6) To the extent not inconsistent with any emergency bylaws so adopted, the bylaws of the corporation shall remain in effect during any emergency, and upon termination of the emergency, the emergency bylaws will cease to be operative.History.—s. 25, ch. 89-154; s. 26, ch. 2019-90.
FL Stat § 607.0304 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.0304 - Lack of power to act.

607.0304 Lack of power to act.—(1) Except as provided in subsection (2), the validity of corporate action, including, but not limited to, any conveyance, transfer, or encumbrance of real or personal property to or by a corporation, may not be challenged on the ground that the corporation lacks or lacked power to act.(2) A corporation’s power to act may be challenged:(a) In a proceeding by a shareholder against the corporation to enjoin the act;(b) In a proceeding by the corporation, directly, derivatively, or through a receiver, trustee, or other legal representative, or through shareholders in a representative suit, against an incumbent or former director, officer, employee, or agent of the corporation; or(c) In a proceeding by the Department of Legal Affairs pursuant to s. 607.1403 or to enjoin the corporation from the transaction of unauthorized business.(3) In a shareholder’s proceeding under paragraph (2)(a) to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss (other than anticipated profits) suffered by the corporation or another party because of enjoining the unauthorized act.History.—s. 26, ch. 89-154; s. 27, ch. 2019-90.
FL Stat § 607.0401 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.0401 - Corporate name.

607.0401 Corporate name.—(1) A corporate name:(a) Must contain the word “corporation,” “company,” or “incorporated” or the abbreviation “Corp.,” or “Inc.,” or “Co.,” or the designation “Corp,” or “Inc,” or “Co,” as will clearly indicate that it is a corporation instead of a natural person, partnership, or other eligible entity.(b) May not contain language stating or implying that the corporation is organized for a purpose other than that permitted in this chapter and its articles of incorporation.(c) May not contain language stating or implying that the corporation is connected with a state or federal government agency or a corporation or other entity chartered under the laws of the United States.(d) Must be distinguishable from the names of all other entities or filings that are on file with the department, except fictitious name registrations pursuant to s. 865.09, general partnership registrations pursuant to s. 620.8105, and limited liability partnership statements pursuant to s. 620.9001 which are organized, registered, or reserved under the laws of this state. A name that is different from the name of another entity or filing due to any of the following is not considered distinguishable:1. A suffix.2. A definite or indefinite article.3. The word “and” and the symbol “&.”4. The singular, plural, or possessive form of a word.5. A punctuation mark or a symbol.(2) Notwithstanding the foregoing, a corporation may register under a name that is not otherwise distinguishable on the records of the department with the written consent of the other entity if the consent is filed with the department at the time of registration of such name and if such name is not identical to the name of the other entity.(3) A corporate name as filed with the department, is for public notice only and does not alone create any presumption of ownership beyond that which is created under the common law.(4) This chapter does not control the use of fictitious names.History.—s. 27, ch. 89-154; s. 7, ch. 93-281; s. 6, ch. 2003-283; s. 4, ch. 2014-209; s. 28, ch. 2019-90.
FL Stat § 607.04021 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.04021 - Reserved name.

607.04021 Reserved name.—(1) A person may reserve the exclusive use of a corporate name, including an alternate name for a foreign corporation whose corporate name is not available, by delivering an application to the department for filing. The application must set forth the name and address of the applicant and the name proposed to be reserved. If the department finds that the corporate name applied for is available, it shall reserve the name for the exclusive use of the applicant for a nonrenewable 120-day period.(2) The owner of a reserved corporate name may transfer the reservation to another person by delivering to the department a signed notice of the transfer that states the name and address of the transferee.(3) The department may revoke any reservation if, after a hearing, it finds that the application therefor or any transfer thereof was not made in good faith.History.—s. 29, ch. 2019-90.
FL Stat § 607.0403 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.0403 - Registered name; application; renewal; revocation.

607.0403 Registered name; application; renewal; revocation.—(1) A foreign corporation may register its corporate name, or its corporate name with the addition of any word or abbreviation required by s. 607.1506, if the name is distinguishable upon the records of the department from the corporate names that are not available under s. 607.0401(1)(d).(2) A foreign corporation registers its corporate name, or its corporate name with any addition allowed by s. 607.1506, by delivering to the department for filing an application:(a) Setting forth such name, the state or country and date of its incorporation, and a brief description of the nature of the business that is to be conducted in this state; and(b) Accompanied by a certificate of existence, or a certificate setting forth that such corporation is in good standing under the laws of the state or country wherein it is organized (or a document of similar import), from the state or country of incorporation.(3) The name is registered for the applicant’s exclusive use upon the effective date of the application and shall be effective until the close of the calendar year in which the application for registration is filed.(4) A foreign corporation the registration of which is effective may renew it from year to year by annually filing a renewal application which complies with the requirements of subsection (2) between October 1 and December 31 of the preceding year. The renewal application when filed renews the registration for the following calendar year.(5) A foreign corporation the registration of which is effective may thereafter qualify as a foreign corporation under the registered name or consent in writing to the use of that name by a corporation thereafter incorporated under this chapter or by another foreign corporation thereafter authorized to transact business in this state. The registration terminates when the domestic corporation is incorporated or the foreign corporation qualifies or consents to the qualification of another foreign corporation under the registered name.(6) The department may revoke any registration if, after a hearing, it finds that the application therefor or any renewal thereof was not made in good faith.History.—s. 29, ch. 89-154; s. 30, ch. 2019-90.
FL Stat § 607.0501 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.0501 - Registered office and registered agent.

607.0501 Registered office and registered agent.—(1) Each corporation shall designate and continuously maintain in this state:(a) A registered office, which may be the same as its place of business in this state; and(b) A registered agent, which must be:1. An individual who resides in this state whose business address is identical to the address of the registered office;2. Another domestic entity that is an authorized entity and whose business address is identical to the address of the registered office; or3. A foreign entity authorized to transact business in this state which is an authorized entity and whose business address is identical to the address of the registered office.(2) This section does not apply to corporations which are required by law to designate the Chief Financial Officer as their attorney for the service of process, associations subject to the provisions of chapter 665, and banks and trust companies subject to the provisions of the financial institutions codes.(3) Each initial registered agent, and each successor registered agent that is appointed, shall file a statement in writing with the department, in the form and manner prescribed by the department, accepting the appointment as registered agent while simultaneously being designated as the registered agent. The statement of acceptance must provide that the registered agent is familiar with, and accepts, the obligations of that position.(4) The duties of a registered agent are:(a) To forward to the corporation at the address most recently supplied to the registered agent by the corporation, a process, notice, or demand pertaining to the corporation which is served on or received by the registered agent; and(b) If the registered agent resigns, to provide the notice required under s. 607.0503 to the corporation at the address most recently supplied to the registered agent by the corporation.(5) The department shall maintain an accurate record of the registered agent and registered office for service of process and shall promptly furnish any information disclosed thereby upon request and payment of the required fee.(6) A corporation may not prosecute or maintain an action in a court in this state until the corporation complies with this section, pays to the department any amounts required under this chapter, and, to the extent ordered by a court of competent jurisdiction, pays to the department a penalty of $5 for each day it has failed to so comply or $500, whichever is less.(7) A court may stay a proceeding commenced by a corporation until the corporation complies with this section.History.—s. 30, ch. 89-154; s. 139, ch. 90-179; s. 203, ch. 92-303; s. 8, ch. 93-281; s. 6, ch. 97-102; s. 745, ch. 2003-261; s. 4, ch. 2009-205; s. 31, ch. 2019-90; s. 7, ch. 2020-32.
FL Stat § 607.0502 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.0502 - Change of registered office or registered agent.

607.0502 Change of registered office or registered agent.—(1) In order to change its registered agent or registered office address, a corporation may deliver to the department for filing a statement of change containing the following:(a) The name of the corporation.(b) The name of its current registered agent.(c) If the current registered agent is to be changed, the name of the new registered agent.(d) The street address of its current registered office for its current registered agent.(e) If the street address of the current registered office is to be changed, the new street address of the registered office in this state.(2) If the registered agent is changed, the written acceptance of the successor registered agent described in s. 607.0501(3) must also be included in or attached to the statement of change.(3) A statement of change is effective when filed by the department.(4) The changes described in this section may also be made on the corporation’s annual report, in an application for reinstatement filed with the department under s. 607.1622, or in an amendment to or restatement of a company’s articles of incorporation in accordance with s. 607.1006 or s. 607.1007.History.—s. 31, ch. 89-154; s. 9, ch. 93-281; s. 4, ch. 96-212; s. 1714, ch. 97-102; s. 32, ch. 2019-90.
FL Stat § 607.0503 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.0503 - Resignation of registered agent.

607.0503 Resignation of registered agent.—(1) A registered agent may resign as agent for a corporation by delivering to the department for filing a signed statement of resignation containing the name of the corporation.(2) After delivering the statement of resignation to the department for filing, the registered agent must promptly mail a copy to the corporation at its current mailing address.(3) A registered agent is terminated upon the earlier of:(a) The 31st day after the department files the statement of resignation; or(b) When a statement of change or other record designating a new registered agent is filed by the department.(4) When a statement of resignation takes effect, the registered agent ceases to have responsibility for a matter thereafter tendered to it as agent for the corporation. The resignation does not affect contractual rights that the corporation has against the agent or that the agent has against the corporation.(5) A registered agent may resign from a corporation regardless of whether the corporation has active status.History.—s. 33, ch. 2019-90.
FL Stat § 607.05031 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.05031 - Change of name or address by registered agent.

607.05031 Change of name or address by registered agent.—(1) If a registered agent changes its name or address, the agent may deliver to the department for filing a statement of change that provides the following:(a) The name of the corporation represented by the registered agent.(b) The name of the registered agent as currently shown in the records of the department for the corporation.(c) If the name of the registered agent has changed, its new name.(d) If the address of the registered agent has changed, the new address.(e) A statement that the registered agent has given the notice required under subsection (2).(2) A registered agent shall promptly furnish notice of the statement of change and the changes made by the statement filed with the department to the represented corporation.History.—s. 34, ch. 2019-90.
FL Stat § 607.05032 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.05032 - Delivery of notice or other communication.

607.05032 Delivery of notice or other communication.—(1) Except as otherwise provided in this chapter, permissible means of delivery of a notice or other communication includes delivery by hand, the United States Postal Service, a commercial delivery service, and electronic transmission, all as more particularly described in s. 607.0141.(2) Except as provided in subsection (3), delivery to the department is effective only when a notice or other communication is received by the department.(3) If a check is mailed to the department for payment of an annual report fee or the annual supplemental fee required under s. 607.193 and the check is received by the department, the check shall be deemed to have been received by the department as of the postmark date appearing on the envelope or package transmitting the check.History.—s. 35, ch. 2019-90.
FL Stat § 607.0504 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.0504 - Service of process, notice, or demand on a corporation.

607.0504 Service of process, notice, or demand on a corporation.—(1) A corporation may be served with process required or authorized by law by serving on its registered agent.(2) If a corporation ceases to have a registered agent or if its registered agent cannot with reasonable diligence be served, the process required or permitted by law may instead be served on the chair of the board, the president, any vice president, the secretary, or the treasurer of the corporation at the principal office of the corporation in this state.(3) If the process cannot be served on a corporation pursuant to subsection (1) or subsection (2), the process may be served on the secretary of state as an agent of the corporation.(4) Service of process on the secretary of state shall be made by delivering to and leaving with the department duplicate copies of the process.(5) Service is effectuated under subsection (3) on the date shown as received by the department.(6) The department shall keep a record of each process served on the secretary of state pursuant to this subsection and record the time of and the action taken regarding the service.(7) Any notice or demand on a corporation under this chapter may be given or made to the chair of the board, the president, any vice president, the secretary, or the treasurer of the corporation; to the registered agent of the corporation at the registered office of the corporation in this state; or to any other address in this state that is in fact the principal office of the corporation in this state.(8) This section does not affect the right to serve process, give notice, or make a demand in any other manner provided by law.History.—s. 32, ch. 89-154; s. 140, ch. 90-179; s. 7, ch. 97-102; s. 36, ch. 2019-90.