reglab/housing_qa huggingface dataset:
FL Stat § 607.0122 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.0122 - Fees for filing documents and issuing certificates.

607.0122 Fees for filing documents and issuing certificates.—The department shall collect the following fees when the documents described in this section are delivered to the department for filing:(1) Articles of incorporation: $35.(2) Application for registered name: $87.50.(3) Application for renewal of registered name: $87.50.(4) Corporation’s statement of change of registered agent or registered office or both if not included on the annual report: $35.(5) Designation of and acceptance by registered agent: $35.(6) Agent’s statement of resignation from active corporation: $87.50.(7) Agent’s statement of resignation from an inactive corporation: $35.(8) Amendment of articles of incorporation: $35.(9) Restatement of articles of incorporation with amendment of articles: $35.(10) Articles of merger or share exchange for each party thereto: $35.(11) Articles of dissolution: $35.(12) Articles of revocation of dissolution: $35.(13) Application for reinstatement following administrative dissolution: $600.(14) Application for certificate of authority to transact business in this state by a foreign corporation: $35.(15) Application for amended certificate of authority: $35.(16) Application for certificate of withdrawal by a foreign corporation: $35.(17) Annual report: $61.25.(18) Articles of correction: $35.(19) Application for certificate of status: $8.75.(20) Certificate of domestication of a foreign corporation: $50.(21) Certified copy of document: $52.50.(22) Serving as agent for substitute service of process: $87.50.(23) Supplemental corporate fee: $88.75.(24) Any other document required or permitted to be filed by this chapter: $35.History.—s. 5, ch. 89-154; s. 63, ch. 90-132; s. 134, ch. 90-179; s. 25, ch. 92-319; ss. 1, 2, 3, ch. 96-212; s. 15, ch. 98-101; s. 2, ch. 2003-283; s. 5, ch. 2019-90.
FL Stat § 607.0124 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.0124 - Correcting filed document; withdrawal of filed record before effectiveness.

607.0124 Correcting filed document; withdrawal of filed record before effectiveness.—(1) A domestic or foreign corporation may correct a document filed by the department if:(a) The document contains an inaccuracy;(b) The document contains false, misleading, or fraudulent information;(c) The document was defectively signed, attested, sealed, verified, or acknowledged; or(d) The electronic transmission of the document to the department was defective.(2) A document is corrected:(a) By preparing articles of correction that:1. Describe the document (including its filing date) or attach a copy of the document to the articles of correction;2. Specify the inaccuracy or defect to be corrected; and3. Correct the inaccuracy or defect; and(b) By delivering the articles of correction to the department for filing, signed in accordance with s. 607.0120.(3) Articles of correction are effective on the effective date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed.(4) Articles of correction may not contain a delayed effective date for the correction.(5) Unless otherwise provided for in s. 607.1107(2), s. 607.11923(3), or s. 607.11934(3), a filing delivered to the department may be withdrawn before it takes effect by delivering a withdrawal statement to the department for filing.(a) A withdrawal statement must:1. Be signed by each person who signed the filing being withdrawn, except as otherwise agreed to by such persons;2. Identify the filing to be withdrawn; and3. If not signed by all persons who signed the filing being withdrawn, state that the filing is withdrawn in accordance with the agreement of all persons who signed the filing.(b) On the filing by the department of a withdrawal statement, the action or transaction evidenced by the original filing does not take effect.(6) Articles of correction that are filed to correct false, misleading, or fraudulent information are not subject to a fee of the department if the articles of correction are delivered to the department within 15 days after the notification of filing sent pursuant to s. 607.0125(2).History.—s. 7, ch. 89-154; s. 4, ch. 93-281; s. 15, ch. 99-218; s. 4, ch. 2003-283; s. 3, ch. 2018-58; s. 7, ch. 2019-90.
FL Stat § 607.0125 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.0125 - Filing duties of the department.

607.0125 Filing duties of the department.—(1) If a document delivered to the department for filing satisfies the requirements of s. 607.0120, the department shall file it.(2) The department files a document by stamping or otherwise endorsing the document as filed, together with the department’s official title and the date and time of receipt. After filing a document, the department shall send a notice of the filing or a copy of the filing to the electronic mail address on file for the domestic or foreign corporation or its authorized representative or a copy of the filed document to the mailing address of such corporation or its authorized representative. If the record changes the electronic mail address of the corporation, the department must send such notice to the new electronic mail address and to the most recent prior electronic mail address. If the record changes the mailing address of the corporation, the department must send such notice to the new mailing address and to the most recent prior mailing address.(3) If the department refuses to file a document, the department shall return the document to the domestic or foreign corporation or its authorized representative within 15 days after the document was received for filing, together with a brief, written explanation of the reason for refusal.(4) The department’s duty to file documents under this section is ministerial. The filing or refusing to file a document does not:(a) Affect the validity or invalidity of the document in whole or part;(b) Relate to the correctness or incorrectness of information contained in the document;(c) Create a presumption that the document does or does not conform to the requirements of this chapter or that the information contained in the document is correct or incorrect.(5) If not otherwise provided by law and the provisions of this chapter, the department shall determine, by rule, the appropriate format for, number of copies of, manner of execution of, method of electronic transmission of, and amount of and method of payment of fees for, any document placed under its jurisdiction.History.—s. 8, ch. 89-154; s. 135, ch. 90-179; s. 16, ch. 99-218; s. 4, ch. 2018-58; s. 8, ch. 2019-90; s. 3, ch. 2020-32.
FL Stat § 607.0126 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.0126 - Appeal from department’s refusal to file document.

607.0126 Appeal from department’s refusal to file document.—If the department refuses to file a document delivered to its office for filing, the person who submitted the document for filing may petition the Circuit Court of Leon County to compel filing of the document. The document and the explanation from the department of the refusal to file must be attached to the petition. The court may decide the matter in a summary proceeding, and the court may summarily order the department to file the document or take other action the court considers appropriate. The court’s final decision may be appealed as in other civil proceedings.History.—s. 9, ch. 89-154; s. 136, ch. 90-179; s. 9, ch. 2019-90.
FL Stat § 607.0127 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.0127 - Certificates to be received in evidence; evidentiary effect of certified copy of filed document.

607.0127 Certificates to be received in evidence; evidentiary effect of certified copy of filed document.—All certificates issued by the department pursuant to this chapter must be taken and received in all courts, public offices, and official bodies as prima facie evidence of the facts stated. A certificate the department delivered with a copy of a document filed by the department, bearing the signature of the secretary of state, which may be in facsimile, and the seal of this state, is conclusive evidence that the original document is on file with the department.History.—s. 10, ch. 89-154; s. 17, ch. 99-218; s. 10, ch. 2019-90; s. 4, ch. 2020-32.
FL Stat § 607.0128 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.0128 - Certificate of status.

607.0128 Certificate of status.—(1) The department, upon request and payment of the requisite fee, shall issue a certificate of status for a corporation if the records filed in the department show that the department has accepted and filed the corporation’s articles of incorporation. A certificate of status must state the following:(a) The corporation’s name.(b) That the corporation was organized under the laws of this state and the date of organization.(c) Whether all fees due to the department under this chapter have been paid.(d) Whether the corporation’s most recent annual report required under s. 607.1622 has been filed by the department.(e) Whether the department has administratively dissolved the corporation or received a record notifying the department that the corporation has been dissolved by judicial action pursuant to s. 607.1433.(f) Whether the department has filed articles of dissolution for the corporation.(2) The department, upon request and payment of the requisite fee, shall furnish a certificate of status for a foreign corporation if the records filed show that the department has filed a certificate of authority. A certificate of status for a foreign corporation must state the following:(a) The foreign corporation’s name and any current alternate name adopted pursuant to s. 607.1506 for use in this state.(b) That the foreign corporation is authorized to transact business in this state.(c) Whether all fees and penalties due to the department under this chapter or other law have been paid.(d) Whether the foreign corporation’s most recent annual report required under s. 607.1622 has been filed by the department.(e) Whether the department has:1. Revoked the foreign corporation’s certificate of authority; or2. Filed a notice of withdrawal of certificate of authority.(3) Subject to any qualification stated in the certificate, a certificate of status issued by the department is conclusive evidence that the domestic corporation is in existence and is of active status in this state or that the foreign corporation is authorized to transact business in this state and is of active status in this state.History.—s. 11, ch. 89-154; s. 11, ch. 2019-90.
FL Stat § 607.0130 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.0130 - Powers of department.

607.0130 Powers of department.—The department has the authority reasonably necessary to enable it to administer this chapter efficiently, to perform the duties imposed upon it, and to adopt reasonable rules necessary to carry out its duties and functions under this chapter.History.—s. 13, ch. 89-154; s. 4, ch. 91-214; s. 3, ch. 97-102; s. 5, ch. 2006-85; s. 131, ch. 2007-5; s. 12, ch. 2019-90.
FL Stat § 607.0143 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.0143 - Qualified director.

607.0143 Qualified director.—(1) A “qualified director” is a director who, at the time action is to be taken under:(a) Section 607.0744, does not have a material interest in the outcome of the proceeding or a material relationship with a person who has such an interest;(b) Section 607.0832, is not a director as to whom the transaction is a director’s conflict of interest transaction, or who has a material relationship with another director as to whom the transaction is a director’s conflict of interest transaction; or(c) Section 607.0853 or s. 607.0855:1. Is not a party to the proceeding;2. Is not a director as to whom a transaction is a director’s conflict of interest transaction, which transaction is challenged in the proceeding; and3. Does not have a material relationship with a director who is disqualified by virtue of not meeting the requirements of subparagraph 1. or subparagraph 2.(2) For purposes of this section:(a) “Material relationship” means a familial, financial, professional, employment, or other relationship that would reasonably be expected to impair the objectivity of the director’s judgment when participating in the action to be taken.(b) “Material interest” means an actual or potential benefit or detriment, other than one which would devolve on the corporation or the shareholders generally, that would reasonably be expected to impair the objectivity of the director’s judgment when participating in the action to be taken.(3) The presence of one or more of the following circumstances does not automatically prevent a director from being a qualified director:(a) Nomination or election of the director to the current board by any director who is not a qualified director with respect to the matter, or by any person that has a material relationship with that director, acting alone or participating with others;(b) Service as a director of another corporation of which a director who is not a qualified director with respect to the matter, or any individual who has a material relationship with that director, is or was also a director; or(c) With respect to action pursuant to s. 607.0744, status as a named defendant, as a director against whom action is demanded, or as a director who approved the conduct being challenged.History.—s. 15, ch. 2019-90.
FL Stat § 607.0201 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.0201 - Incorporators.

607.0201 Incorporators.—One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the department for filing.History.—s. 16, ch. 89-154; s. 16, ch. 2019-90.
FL Stat § 607.0202 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.0202 - Articles of incorporation; content.

607.0202 Articles of incorporation; content.—(1) The articles of incorporation must set forth:(a) A corporate name for the corporation that satisfies the requirements of s. 607.0401;(b) The street address of the initial principal office and, if different, the mailing address of the corporation;(c) The number of shares the corporation is authorized to issue;(d) The street address of the corporation’s initial registered office and the name of its initial registered agent at that office together with a written acceptance as required in s. 607.0501(3); and(e) The name and address of each incorporator.(2) The articles of incorporation may set forth:(a) The names and addresses of the individuals who are to serve as the initial directors;(b) Provisions not inconsistent with law regarding:1. The purpose or purposes for which the corporation is organized;2. Managing the business and regulating the affairs of the corporation;3. Defining, limiting, and regulating the powers of the corporation and its board of directors and shareholders;4. A par value for authorized shares or classes of shares;5. The imposition of personal liability on shareholders for the debts of the corporation to a specified extent and upon specified conditions; and6. Exclusive forum provisions to the extent allowed by s. 607.0208;(c) Provisions for granting any preemptive rights to shareholders; and(d) Any provision that under this chapter is required or permitted to be set forth in the bylaws.(3) The articles of incorporation need not set forth any of the corporate powers enumerated in this chapter.(4) Provisions of the articles of incorporation may be made dependent upon facts objectively ascertainable outside the articles of incorporation in accordance with s. 607.0120(11).(5) The articles of incorporation may not contain any provision that would impose liability on a shareholder for the attorney fees or expenses of the corporation or any other party in connection with an internal corporate claim, as defined in s. 607.0208.History.—s. 17, ch. 89-154; s. 138, ch. 90-179; s. 5, ch. 93-281; s. 17, ch. 2019-90.
FL Stat § 607.0203 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.0203 - Incorporation.

607.0203 Incorporation.—(1) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed or on a date specified in the articles of incorporation, if such date is within 5 business days prior to the date of filing.(2) The department’s filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or administratively dissolve the corporation.History.—s. 18, ch. 89-154; s. 18, ch. 2019-90.
FL Stat § 607.0204 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.0204 - Liability for preincorporation transactions.

607.0204 Liability for preincorporation transactions.—All persons purporting to act as or on behalf of a corporation, knowing that there was no incorporation under this chapter, are jointly and severally liable for all liabilities created while so acting.History.—s. 19, ch. 89-154; s. 19, ch. 2019-90.
FL Stat § 607.0205 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.0205 - Organizational meeting of directors.

607.0205 Organizational meeting of directors.—(1) After incorporation:(a) If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting;(b) If initial directors are not named in the articles of incorporation, the incorporators shall hold an organizational meeting at the call of a majority of the incorporators:1. To elect directors and complete the organization of the corporation; or2. To elect a board of directors who shall complete the organization of the corporation.(2) Action required or permitted by this chapter to be taken by incorporators or directors at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator or director.(3) The directors or incorporators calling the organizational meeting shall give at least 2 days’ notice thereof to each director or incorporator so named, stating the time and place of the meeting.(4) An organizational meeting may be held in or out of this state.History.—s. 20, ch. 89-154; s. 20, ch. 2019-90.
FL Stat § 607.0206 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.0206 - Bylaws.

607.0206 Bylaws.—(1) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation unless that power is reserved to the shareholders by the articles of incorporation.(2) The bylaws of a corporation may contain any provision that is not inconsistent with law or the articles of incorporation, including the provisions described in subsections (3) and (4).(3) The bylaws of a corporation may contain one or both of the following provisions:(a) A requirement that if the corporation solicits proxies or consents with respect to an election of directors, the corporation include in its proxy statement and any form of its proxy or consent, to the extent and subject to such procedures or conditions as are provided in the bylaws, one or more individuals nominated by a shareholder in addition to individuals nominated by the board of directors.(b) A requirement that the corporation reimburse the expenses incurred by a shareholder in soliciting proxies or consents in connection with an election of directors, to the extent and subject to such procedures and conditions as are provided in the bylaws, provided that no bylaw so adopted shall apply to elections for which any record date precedes its adoption.(4) The bylaws of a corporation may contain exclusive forum provisions to the extent allowed by s. 607.0208.(5) Notwithstanding s. 607.1020(1)(b), the shareholders in amending, repealing, or adopting a bylaw described in subsection (3) may not limit the authority of the board of directors to amend or repeal any condition or procedure set forth in, or to add any procedure or condition to, such a bylaw to provide for a reasonable, practical, and orderly process.(6) The bylaws may not contain any provision that would impose liability on a shareholder for the attorney fees or expenses of the corporation or any other party in connection with an internal corporate claim, as defined in s. 607.0208.History.—s. 21, ch. 89-154; s. 21, ch. 2019-90.
FL Stat § 607.0207 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 607 - Florida Business Corporation Act|Part I - General Provisions (Ss. 607.0101-607.193)|607.0207 - Emergency bylaws.

607.0207 Emergency bylaws.—(1) Unless the articles of incorporation provide otherwise, the board of directors may adopt bylaws to be effective only in an emergency defined in subsection (5). The emergency bylaws, which are subject to amendment or repeal by the shareholders, may make all provisions necessary for managing the corporation during an emergency, including:(a) Procedures for calling a meeting of the board of directors;(b) Quorum requirements for the meeting; and(c) Designation of additional or substitute directors.(2) The board of directors, either before or during any such emergency, may provide, and from time to time modify, lines of succession in the event that during such emergency any or all officers or agents of the corporation are for any reason rendered incapable of discharging their duties.(3) All provisions of the regular bylaws not inconsistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.(4) Corporate action taken in good faith in accordance with the emergency bylaws:(a) Binds the corporation; and(b) May not be used to impose liability on a director, officer, employee, or agent of the corporation.(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.History.—s. 22, ch. 89-154; s. 22, ch. 2019-90.