reglab/housing_qa huggingface dataset:
FL Stat § 617.0128 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 617 - Corporations Not for Profit|617.0128 - Certificate of Status.

617.0128 Certificate of status.—(1) Anyone may apply to the Department of State to furnish a certificate of status for a domestic corporation or a certificate of authorization for a foreign corporation.(2) A certificate of status or authorization sets forth:(a) The domestic corporation’s corporate name or the foreign corporation’s corporate name used in this state;(b)1. That the domestic corporation is duly incorporated under the law of this state and the date of its incorporation, or2. That the foreign corporation is authorized to conduct its affairs in this state;(c) That all fees and penalties owed to the department have been paid, if:1. Payment is reflected in the records of the department, and2. Nonpayment affects the existence or authorization of the domestic or foreign corporation;(d) That its most recent annual report required by s. 617.1622 has been delivered to the department; and(e) That articles of dissolution have not been filed.(3) Subject to any qualification stated in the certificate, a certificate of status or authorization issued by the department may be relied upon as conclusive evidence that the domestic or foreign corporation is in existence or is authorized to conduct its affairs in this state.History.—s. 11, ch. 90-179; s. 3, ch. 95-211.
FL Stat § 617.01301 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 617 - Corporations Not for Profit|617.01301 - Powers of Department of State.

617.01301 Powers of Department of State.—(1) The Department of State may propound to any corporation subject to the provisions of this act, and to any officer or director thereof, such interrogatories as may be reasonably necessary and proper to enable it to ascertain whether the corporation has complied with all applicable filing provisions of this act. Such interrogatories must be answered within 30 days after mailing or within such additional time as fixed by the department. Answers to interrogatories must be full and complete, in writing, and under oath. Interrogatories directed to an individual must be answered by him or her, and interrogatories directed to a corporation must be answered by the president, vice president, secretary, or assistant secretary.(2) The Department of State is not required to file any document:(a) To which interrogatories, as propounded pursuant to subsection (1) relate, until the interrogatories are answered in full;(b) When interrogatories or other relevant evidence discloses that such document is not in conformity with the provisions of this act; or(c) When the department has determined that the parties to such document have not paid all fees, taxes, and penalties due and owing this state.(3) The Department of State may, based upon its findings hereunder or as provided in s. 213.053(15), bring an action in circuit court to collect any penalties, fees, or taxes determined to be due and owing the state and to compel any filing, qualification, or registration required by law. In connection with such proceeding the department may, without prior approval by the court, file a lis pendens against any property owned by the corporation and may further certify any findings to the Department of Legal Affairs for the initiation of any action permitted pursuant to s. 617.0503 which the Department of Legal Affairs may deem appropriate.(4) The Department of State shall have the power and authority reasonably necessary to enable it to administer this act efficiently, to perform the duties herein imposed upon it, and to adopt rules pursuant to ss. 120.536(1) and 120.54 to implement the provisions of this act conferring duties upon it.History.—s. 13, ch. 90-179; s. 49, ch. 93-281; s. 78, ch. 97-102; s. 198, ch. 98-200; s. 7, ch. 2006-85; s. 74, ch. 2016-10.
FL Stat § 617.02011 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 617 - Corporations Not for Profit|617.02011 - Incorporators.

617.02011 Incorporators.—One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the Department of State for filing.History.—s. 16, ch. 90-179.
FL Stat § 617.0202 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 617 - Corporations Not for Profit|617.0202 - Articles of Incorporation; Content.

617.0202 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. 617.0401.(b) The street address of the initial principal office and, if different, the mailing address of the corporation;(c) The purpose or purposes for which the corporation is organized;(d) A statement of the manner in which the directors are to be elected or appointed. In lieu thereof, the articles of incorporation may provide that the method of election of directors be stated in the bylaws;(e) Any provision, not inconsistent with this act or with any other law, which limits in any manner the corporate powers authorized under this act;(f) The street address of the corporation’s initial registered office and the name of its initial registered agent at that address together with a written acceptance of appointment as a registered agent as required by s. 617.0501; and(g) 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) Any provision not inconsistent with law, regarding the regulation of the internal affairs of the corporation, including, without limitation, any provision with respect to the relative rights or interests of the members as among themselves or in the property of the corporation;(c) The manner of termination of membership in the corporation;(d) The rights, upon termination of membership, of the corporation, the terminated members, and the remaining members;(e) The transferability or nontransferability of membership;(f) The distribution of assets upon dissolution or final liquidation or, if otherwise permitted by law, upon partial liquidation;(g) If the corporation is to have one or more classes of members, any provision designating the class or classes of members and stating the qualifications and rights of the members of each class;(h) The names of any persons or the designations of any groups of persons who are to be the initial members;(i) A provision to the effect that the corporation will be subordinate to and subject to the authority of any head or national association, lodge, order, beneficial association, fraternal or beneficial society, foundation, federation, or other corporation, society, organization, or association not for profit; and(j) Any provision that under this act is required or permitted to be set forth in the bylaws. Any such provision set forth in the articles of incorporation need not be set forth in the bylaws.(3) The articles of incorporation need not set forth any of the corporate powers enumerated in this act.History.—s. 17, ch. 90-179; s. 50, ch. 93-281; s. 1, ch. 96-343.
FL Stat § 617.0203 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 617 - Corporations Not for Profit|617.0203 - Incorporation.

617.0203 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 of State’s filing of the articles of incorporation, and the original recorded charter or certified copy of the charter of a corporation which has not been reincorporated under s. 617.0901, is conclusive proof that the incorporators satisfied all conditions precedent to incorporation and that the corporation has been incorporated under this act, except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation.History.—s. 18, ch. 90-179.
FL Stat § 617.0204 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 617 - Corporations Not for Profit|617.0204 - Liability for Preincorporation Transactions.

617.0204 Liability for preincorporation transactions.—All persons purporting to act as or on behalf of a corporation, having actual knowledge that there was no incorporation under this act, are jointly and severally liable for all liabilities created while so acting except for any liability to any person who also had actual knowledge that there was no incorporation.History.—s. 19, ch. 90-179.
FL Stat § 617.0205 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 617 - Corporations Not for Profit|617.0205 - Organizational Meeting of Directors.

617.0205 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 act 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 3 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. 90-179; s. 11, ch. 2009-205.
FL Stat § 617.0206 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 617 - Corporations Not for Profit|617.0206 - Bylaws.

617.0206 Bylaws.—The initial bylaws of a corporation shall be adopted by its board of directors. The power to alter, amend, or repeal the bylaws or adopt new bylaws shall be vested in the board of directors unless otherwise provided in the articles of incorporation or the bylaws. The bylaws may contain any provision for the regulation and management of the affairs of the corporation not inconsistent with law or the articles of incorporation.History.—s. 21, ch. 90-179.
FL Stat § 617.0207 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 617 - Corporations Not for Profit|617.0207 - Emergency Bylaws.

617.0207 Emergency bylaws.—(1) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection (5). The emergency bylaws 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 if 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 consistent 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 corporate director, officer, employee, or agent.(5) An emergency exists for purposes of this section if a quorum of the corporation’s directors cannot readily be assembled because of some catastrophic event.History.—s. 22, ch. 90-179.
FL Stat § 617.0301 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 617 - Corporations Not for Profit|617.0301 - Purposes and Application.

617.0301 Purposes and application.—Corporations may be organized under this act for any lawful purpose or purposes not for pecuniary profit and not specifically prohibited to corporations under other laws of this state. Such purposes include, without limitation, charitable, benevolent, eleemosynary, educational, historical, civic, patriotic, political, religious, social, fraternal, literary, cultural, athletic, scientific, agricultural, horticultural, animal husbandry, and professional, commercial, industrial, or trade association purposes. If special provisions are made, by law, for the organization of designated classes of corporations not for profit, such corporations shall be formed under such provisions and not under this act.History.—s. 23, ch. 90-179.
FL Stat § 617.0303 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 617 - Corporations Not for Profit|617.0303 - Emergency Powers.

617.0303 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 affairs of the corporation:(a) Binds the corporation; and(b) May not be used to impose liability on a corporate director, officer, employee, or agent.(4) An officer, director, or employee acting in accordance with any emergency bylaws is only liable for willful misconduct.(5) An emergency exists for purposes of this section if a quorum of the corporation’s 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. 90-179.
FL Stat § 617.0304 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 617 - Corporations Not for Profit|617.0304 - Ultra Vires.

617.0304 Ultra vires.—(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 member 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 members in a representative suit, against an incumbent or former officer, employee, or agent of the corporation; or(c) In a proceeding by the Attorney General, as provided in this act, to dissolve the corporation or in a proceeding by the Attorney General to enjoin the corporation from the transaction of unauthorized business.(3) In a member’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. 90-179.
FL Stat § 617.0401 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 617 - Corporations Not for Profit|617.0401 - Corporate Name.

617.0401 Corporate name.—(1) A corporate name:(a) Must contain the word “corporation” or “incorporated” or the abbreviation “Corp.” or “Inc.” or words or abbreviations of like import in language as will clearly indicate that it is a corporation instead of a natural person, unincorporated association, or partnership. The name of the corporation may not contain the word “company” or its abbreviation “Co.”(b) May contain the word “cooperative” or “co-op” only if the resulting name is distinguishable from the name of any corporation, agricultural cooperative marketing association, or nonprofit cooperative association existing or doing business in this state under part I of chapter 607, chapter 618, or chapter 619.(c) May not contain language stating or implying that the corporation is organized for a purpose other than that permitted in this act and its articles of incorporation.(d) May not contain language stating or implying that the corporation is connected with a state or federal government agency or a corporation chartered under the laws of the United States.(e) Must be distinguishable from the names of all other entities or filings that are on file with the Division of Corporations, 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 a 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 recognized abbreviation of a root word.6. A punctuation mark or a symbol.(2) Any corporation eligible to reincorporate under s. 617.0901, may do so and retain its corporate name, subject to the requirements of paragraphs (1)(a) and (b).History.—s. 27, ch. 90-179; s. 51, ch. 93-281; s. 34, ch. 2014-209.
FL Stat § 617.0403 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 617 - Corporations Not for Profit|617.0403 - Registered Name; Application; Renewal; Revocation.

617.0403 Registered name; application; renewal; revocation.—(1) A foreign corporation may register its corporate name, or its corporate name with any addition required by s. 617.1506, if the name is distinguishable upon the records of the Department of State from the corporate names that are not available under s. 617.0401(1)(e).(2) A foreign corporation registers its corporate name, or its corporate name with any addition required by s. 617.1506, by delivering to the Department of State for filing an application:(a) Setting forth its corporate name, or its corporate name with any addition required by s. 617.1506, the state or country and date of its incorporation, and a brief description of the nature of its purposes and the affairs in which it is engaged; 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 act or by another foreign corporation thereafter authorized to conduct its affairs 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 of State 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. 90-179.
FL Stat § 617.0501 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 617 - Corporations Not for Profit|617.0501 - Registered Office and Registered Agent.

617.0501 Registered office and registered agent.—(1) Each corporation shall have and continuously maintain in this state:(a) A registered office which may be the same as its principal office; and(b) A registered agent, who may be either:1. An individual who resides in this state whose business office is identical with such registered office; or2.a. Another domestic entity that is an authorized entity whose business address is identical to the address of the registered office; orb. A foreign entity authorized to transact business in this state that 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.(3) A registered agent appointed pursuant to this section or a successor registered agent appointed pursuant to s. 617.0502 on whom process may be served shall each file a statement in writing with the Department of State, in such form and manner as shall be prescribed by the department, accepting the appointment as a registered agent simultaneously with his or her being designated. Such statement of acceptance shall state that the registered agent is familiar with, and accepts, the obligations of that position.(4) The Department of State shall maintain an accurate record of the registered agents and registered offices for the service of process and shall furnish any information disclosed thereby promptly upon request and payment of the required fee.(5) A corporation may not prosecute or maintain any action in a court in this state until the corporation complies with this section or s. 617.1508, as applicable; pays to the Department of State any amounts required under this chapter; and, to the extent ordered by a court of competent jurisdiction, pays to the Department of State a penalty of $5 for each day it has failed to so comply or $500, whichever is less.(6) For the purposes of this section, the term “authorized entity” means:(a) A corporation for profit;(b) A limited liability company;(c) A limited liability partnership; or(d) A limited partnership, including a limited liability limited partnership.History.—s. 30, ch. 90-179; s. 52, ch. 93-281; s. 79, ch. 97-102; s. 748, ch. 2003-261; s. 13, ch. 2009-205; s. 272, ch. 2019-90; s. 76, ch. 2020-32.