reglab/statecodes huggingface dataset:
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 617 - Corporations Not for Profit › 617.1420 - Grounds for Administrative Dissolution.

617.1420 Grounds for administrative dissolution.—
(1) The Department of State may commence a proceeding under s. 617.1421 to administratively dissolve a corporation if:
(a) The corporation has failed to file its annual report and pay the annual report filing fee by 5 p.m. Eastern Time on the third Friday in September;
(b) The corporation is without a registered agent or registered office in this state for 30 days or more;
(c) The corporation does not notify the Department of State within 30 days after its registered agent or registered office has been changed, after its registered agent has resigned, or after its registered office has been discontinued;
(d) The corporation has failed to answer truthfully and fully, within the time prescribed by this act, interrogatories propounded by the Department of State; or
(e) The corporation’s period of duration stated in its articles of incorporation has expired.
(2) The foregoing enumeration in subsection (1) of grounds for administrative dissolution shall not exclude actions or special proceedings by the Department of Legal Affairs or any state officials for the annulment or dissolution of a corporation for other causes as provided by law.
History.—s. 82, ch. 90-179; s. 17, ch. 2009-72.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 617 - Corporations Not for Profit › 617.1421 - Procedure for and Effect of Administrative Dissolution.

617.1421 Procedure for and effect of administrative dissolution.—
(1) If the Department of State determines that one or more grounds exist under s. 617.1420 for administratively dissolving a corporation, it shall serve the corporation with notice of its intent under s. 617.0504(2) to administratively dissolve the corporation. If the corporation has provided the department with an electronic mail address, such notice shall be by electronic transmission. Administrative dissolution for failure to file an annual report shall occur on the fourth Friday in September of each year. The Department of State shall issue a certificate of dissolution to each dissolved corporation. Issuance of the certificate of dissolution may be by electronic transmission to any corporation that has provided the department with an electronic mail address.
(2) If the corporation does not correct each ground for dissolution under s. 617.1420(1)(b), (c), (d), or (e) or demonstrate to the reasonable satisfaction of the Department of State that each ground determined by the department does not exist within 60 days after issuance of the notice, the department shall administratively dissolve the corporation by issuing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. Issuance of the certificate of dissolution may be by electronic transmission to any corporation that has provided the department with an electronic mail address.
(3) A corporation administratively dissolved continues its corporate existence but may not conduct any affairs except that necessary to wind up and liquidate its affairs under s. 617.1405 and adopt a plan of distribution of assets pursuant to s. 617.1406.
(4) A director, officer, or agent of a corporation dissolved pursuant to this section, purporting to act on behalf of the corporation, is personally liable for the debts, obligations, and liabilities of the corporation arising from such action and incurred subsequent to the corporation’s administrative dissolution only if he or she has actual notice of the administrative dissolution at the time such action is taken; but such liability shall be terminated upon the ratification of such action by the corporation’s board of directors or members subsequent to the reinstatement of the corporation.
(5) The administrative dissolution of a corporation does not terminate the authority of its registered agent.
History.—s. 83, ch. 90-179; s. 93, ch. 97-102; s. 18, ch. 2009-72; s. 42, ch. 2009-205.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 617 - Corporations Not for Profit › 617.1422 - Reinstatement Following Administrative Dissolution.

617.1422 Reinstatement following administrative dissolution.—
(1) A corporation administratively dissolved under s. 617.1421 may apply to the department for reinstatement at any time after the effective date of dissolution. The corporation must submit a reinstatement form prescribed and furnished by the department or a current uniform business report signed by a registered agent and an officer or director and submit all fees owed by the corporation and computed at the rate provided by law at the time the corporation applies for reinstatement.
(2) If the department determines that the application contains the information required by subsection (1) and that the information is correct, it shall reinstate the corporation.
(3) When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the corporation resumes carrying on its business as if the administrative dissolution had never occurred.
(4) The name of the dissolved corporation is not available for assumption or use by another corporation until 1 year after the effective date of dissolution unless the dissolved corporation provides the department with an affidavit executed pursuant to s. 617.01201 authorizing the immediate assumption or use of the name by another corporation.
(5) If the name of the dissolved corporation has been lawfully assumed in this state by another corporation, the department shall require the dissolved corporation to amend its articles of incorporation to change its name before accepting its application for reinstatement.
History.—s. 84, ch. 90-179; s. 43, ch. 2009-205.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 617 - Corporations Not for Profit › 617.1423 - Appeal From Denial of Reinstatement.

617.1423 Appeal from denial of reinstatement.—
(1) If the Department of State denies a corporation’s application for reinstatement following administrative dissolution, it shall serve the corporation under s. 617.0504(2) with a written notice that explains the reason or reasons for denial.
(2) After exhaustion of administrative remedies, the corporation may appeal the denial of reinstatement to the appropriate court as provided in s. 120.68 within 30 days after service of the notice of denial is perfected. The corporation appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the Department of State’s certificate of dissolution, the corporation’s application for reinstatement, and the department’s notice of denial.
(3) The court may summarily order the Department of State to reinstate the dissolved corporation or may take other action the court considers appropriate.
(4) The court’s final decision may be appealed as in other civil proceedings.
History.—s. 85, ch. 90-179; s. 266, ch. 96-410.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 617 - Corporations Not for Profit › 617.1430 - Grounds for Judicial Dissolution.

617.1430 Grounds for judicial dissolution.—A circuit court may dissolve a corporation:
(1)(a) In a proceeding by the Department of Legal Affairs if it is established that:
1. The corporation obtained its articles of incorporation through fraud; or
2. The corporation has continued to exceed or abuse the authority conferred upon it by law.
(b) The enumeration in paragraph (a) of grounds for judicial dissolution does not exclude actions or special proceedings by the Department of Legal Affairs or any state official for the annulment or dissolution of a corporation for other causes as provided by law.
(2) In a proceeding brought by at least 50 members or members holding at least 10 percent of the voting power, whichever is less, or by a member or group or percentage of members as otherwise provided in the articles of incorporation or bylaws, or by a director or any person authorized in the articles of incorporation, if it is established that:
(a) The directors are deadlocked in the management of the corporate affairs, the members are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered;
(b) The members are deadlocked in voting power and have failed to elect successors to directors whose terms have expired or would have expired upon qualification of their successors; or
(c) The corporate assets are being misapplied or wasted.
(3) In a proceeding by a creditor if it is established that:
(a) The creditor’s claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent; or
(b) The corporation has admitted in writing that the creditor’s claim is due and owing and the corporation is insolvent.
(4) In a proceeding by the corporation to have its voluntary dissolution continued under court supervision.
History.—s. 86, ch. 90-179; s. 44, ch. 2009-205.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 617 - Corporations Not for Profit › 617.1431 - Procedure for Judicial Dissolution.

617.1431 Procedure for judicial dissolution.—
(1) Venue for a proceeding brought under s. 617.1430 lies in the circuit court of the county where the corporation’s principal office is or was last located, as shown by the records of the Department of State, or, if none in this state, where its registered office is or was last located.
(2) It is not necessary to make members parties to a proceeding to dissolve a corporation unless relief is sought against them individually.
(3) A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, and carry on the affairs of the corporation until a full hearing can be held.
History.—s. 87, ch. 90-179.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 617 - Corporations Not for Profit › 617.1432 - Receivership or Custodianship.

617.1432 Receivership or custodianship.—
(1) A court in a judicial proceeding brought to dissolve a corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the corporation and all of its property wherever located.
(2) The court may appoint a natural person or a corporation authorized to act as a receiver or custodian. The corporation may be a domestic corporation or a foreign corporation authorized to transact business in this state. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs.
(3) The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended from time to time. Among other powers:
(a) The receiver:
1. May dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court; and
2. May sue and defend in his or her own name as receiver of the corporation in all courts of this state.
(b) The custodian may exercise all of the powers of the corporation, through or in place of its board of directors or officers, to the extent necessary to manage the affairs of the corporation in the best interests of its members and creditors.
(4) The court during a receivership may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver, if doing so is in the best interests of the corporation and its members and creditors.
(5) The court from time to time during the receivership or custodianship may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and his or her counsel from the assets of the corporation or proceeds from the sale of the assets.
(6) The court may appoint an ancillary receiver for the assets and affairs of a corporation. The ancillary receiver shall serve ancillary to a receiver located in any other state, whenever the court deems that circumstances exist requiring the appointment of such a receiver. The court may appoint such an ancillary receiver for a foreign corporation even though a receiver has not been appointed elsewhere. Such receivership shall be converted into an ancillary receivership when an order entered by a court of competent jurisdiction in the other state provides for a receivership of the corporation.
History.—s. 88, ch. 90-179; s. 94, ch. 97-102.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 617 - Corporations Not for Profit › 617.1433 - Judgment of Dissolution.

617.1433 Judgment of dissolution.—
(1) If after a hearing the court determines that one or more grounds for judicial dissolution described in s. 617.1430 exist, it may enter a judgment dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the judgment to the Department of State, which shall file it.
(2) After entering the judgment of dissolution, the court shall direct the winding up and liquidation of the corporation’s affairs in accordance with ss. 617.1405 and 617.1406, subject to the provisions of subsection (3).
(3) In a proceeding for judicial dissolution, the court may require all creditors of the corporation to file with the clerk of the court or with the receiver, in such form as the court may prescribe, proofs under oath of their respective claims. If the court requires the filing of claims, it shall fix a date, which shall be not less than 4 months after the date of the order, as the last day for filing of claims. The court shall prescribe the deadline for filing claims that shall be given to creditors and claimants. Prior to the date so fixed, the court may extend the time for the filing of claims by court order. Creditors and claimants failing to file proofs of claim on or before the date so fixed may be barred, by order of court, from participating in the distribution of the assets of the corporation. Nothing in this section affects the enforceability of any recorded mortgage or lien or the perfected security interest or rights of a person in possession of real or personal property.
History.—s. 89, ch. 90-179; s. 62, ch. 93-281.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 617 - Corporations Not for Profit › 617.1440 - Deposit With Department of Financial Services.

617.1440 Deposit with Department of Financial Services.—Assets of a dissolved corporation that should be transferred to a creditor, claimant, member of the corporation, or other person who cannot be found or who is not competent to receive them shall be deposited, within 6 months after the date fixed for the payment of the final liquidating distribution, with the Department of Financial Services, where such assets shall be held as abandoned property. When the creditor, claimant, member, or other person furnishes satisfactory proof of entitlement to the amount or assets deposited, the Department of Financial Services shall pay him or her or his or her representative that amount or those assets.
History.—s. 90, ch. 90-179; s. 95, ch. 97-102; s. 749, ch. 2003-261.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 617 - Corporations Not for Profit › 617.1501 - Authority of Foreign Corporation to Conduct Affairs Required.

617.1501 Authority of foreign corporation to conduct affairs required.—
(1) A foreign corporation may not conduct its affairs in this state until it obtains a certificate of authority from the Department of State.
(2) The following activities, among others, do not constitute conducting affairs within the meaning of subsection (1):
(a) Maintaining, defending, or settling any proceeding.
(b) Holding meetings of the board of directors or members or carrying on other activities concerning internal corporate affairs.
(c) Maintaining bank accounts.
(d) Selling through independent contractors.
(e) Soliciting or obtaining orders, whether by mail or through employees, agents, or otherwise, if the orders require acceptance outside this state before they become contracts.
(f) Creating or acquiring indebtedness, mortgages, and security interests in real or personal property.
(g) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts.
(h) Conducting its affairs in interstate commerce.
(i) Conducting an isolated transaction that is completed within 30 days and that is not one in the course of repeated transactions of a like nature.
(j) Owning and controlling a subsidiary corporation incorporated in or transacting business within this state or voting the stock of any corporation which it has lawfully acquired.
(k) Owning a limited partnership interest in a limited partnership that is doing business within this state, unless such limited partner manages or controls the partnership or exercises the powers and duties of a general partner.
(l) Owning, without more, real or personal property.
(3) The list of activities in subsection (2) is not exhaustive.
(4) This section has no application to the question of whether any foreign corporation is subject to service of process and suit in this state under any law of this state.
History.—s. 91, ch. 90-179.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 617 - Corporations Not for Profit › 617.1502 - Consequences of Conducting Affairs Without Authority.

617.1502 Consequences of conducting affairs without authority.—
(1) A foreign corporation conducting its affairs in this state without a certificate of authority may not maintain a proceeding in any court in this state until it obtains a certificate of authority.
(2) The successor to a foreign corporation that conducted its affairs in this state without a certificate of authority and the assignee of a cause of action arising out of those affairs may not maintain a proceeding based on that cause of action in any court in this state until the foreign corporation or its successor obtains a certificate of authority.
(3) A court may stay a proceeding commenced by a foreign corporation or its successor or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate.
(4) A foreign corporation which conducts its affairs in this state without authority to do so shall be liable to this state for the years or parts thereof during which it conducted its affairs in this state without authority in an amount equal to all fees and taxes which would have been imposed by this act upon such corporation had it duly applied for and received authority to conduct its affairs in this state as required by this act. In addition to the payments thus prescribed, such corporation shall be liable for a civil penalty of not less than $500 or more than $1,000 for each year or part thereof during which it conducts its affairs in this state without a certificate of authority. The Department of State may collect all penalties due under this subsection.
(5) Notwithstanding subsections (1) and (2), the failure of a foreign corporation to obtain a certificate of authority does not impair the validity of any of its contracts, deeds, mortgages, security interests, or corporate acts or prevent it from defending any proceeding in this state.
History.—s. 92, ch. 90-179; s. 63, ch. 93-281.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 617 - Corporations Not for Profit › 617.1503 - Application for Certificate of Authority.

617.1503 Application for certificate of authority.—
(1) A foreign corporation may apply for a certificate of authority to conduct its affairs in this state by delivering an application to the Department of State for filing. Such application shall be made on forms prescribed and furnished by the Department of State and shall set forth:
(a) The name of the foreign corporation or, if its name is unavailable for use in this state, a corporate name that satisfies the requirements of s. 617.1506;
(b) The jurisdiction under the law of which it is incorporated;
(c) Its date of incorporation and period of duration;
(d) The purpose or purposes which it intends to pursue in this state and a statement that it is authorized to pursue such purpose or purposes in the jurisdiction of its incorporation;
(e) The street address of its principal office;
(f) The address of its registered office in this state and the name of its registered agent at that office;
(g) The names and usual business addresses of its current directors and officers; and
(h) Such additional information as may be necessary or appropriate in order to enable the Department of State to determine whether such corporation is entitled to file an application for authority to conduct its affairs in this state and to determine and assess the fees and taxes payable as prescribed in this act.
(2) The foreign corporation shall deliver with the completed application a certificate of existence, or a document of similar import, duly authenticated, within 90 days prior to delivery of the application to the department, by the Secretary of State or other official having custody of corporate records in the jurisdiction under the law of which it is incorporated. A translation of the certificate, under oath of the translator, must be attached to a certificate that is in a language other than the English language.
(3) A foreign corporation may not be denied authority to conduct its affairs in this state by reason of the fact that the laws of the jurisdiction under which such corporation is organized governing its organization and internal affairs differ from the laws of this state.
History.—s. 93, ch. 90-179; s. 45, ch. 2009-205.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 617 - Corporations Not for Profit › 617.1504 - Amended Certificate of Authority.

617.1504 Amended certificate of authority.—
(1) A foreign corporation authorized to conduct its affairs in this state shall make application to the Department of State to obtain an amended certificate of authority if it changes:
(a) Its corporate name;
(b) The period of its duration;
(c) The purpose or purposes which it intends to pursue in this state; or
(d) The jurisdiction of its incorporation.
(2) Such application shall be made within 90 days after the occurrence of any change mentioned in subsection (1), shall be made on forms prescribed by the department, shall be executed and filed in the same manner as an original application for authority, and shall set forth:
(a) The name of the foreign corporation as it appears on the department’s records;
(b) The jurisdiction of its incorporation;
(c) The date it was authorized to conduct its affairs in this state;
(d) If the name of the foreign corporation has changed, the name relinquished, the new name, a statement that the change of name has been effected under the laws of the jurisdiction of its incorporation, and the date the change was effected;
(e) If the period of duration has changed, a statement of such change and the date the change was effected;
(f) If the jurisdiction of incorporation has changed, a statement of such change and the date the change was effected; and
(g) If the purposes that the corporation intends to pursue in this state have changed, a statement of such new purposes, and a further statement that the corporation is authorized to pursue such purposes in the jurisdiction of its incorporation.
(3) The requirements of s. 617.1503 for obtaining an original certificate of authority apply to obtaining an amended certificate under this section.
History.—s. 94, ch. 90-179; s. 64, ch. 93-281; s. 46, ch. 2009-205.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 617 - Corporations Not for Profit › 617.1505 - Effect of Certificate of Authority.

617.1505 Effect of certificate of authority.—
(1) A certificate of authority authorizes the foreign corporation to which it is issued to conduct its affairs in this state subject, however, to the right of the Department of State to suspend or revoke the certificate as provided in this act.
(2) A foreign corporation with a valid certificate of authority has the same but no greater rights and has the same but no greater privileges as, and except as otherwise provided by this act is subject to the same duties, restrictions, penalties, and liabilities now or later imposed on, a domestic corporation of like character.
(3) This act does not authorize this state to regulate the organization or internal affairs of a foreign corporation authorized to conduct its affairs in this state.
History.—s. 95, ch. 90-179.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 617 - Corporations Not for Profit › 617.1506 - Corporate Name of Foreign Corporation.

617.1506 Corporate name of foreign corporation.—
(1) A foreign corporation may not file an application for a certificate of authority unless the corporate name of such corporation satisfies the requirements of s. 617.0401. To obtain or maintain a certificate of authority to transact business in this state, the foreign corporation:
(a) May add the word “corporation” or “incorporated” or the abbreviation “corp.” or “inc.” or words of like import, which clearly indicate that it is a corporation instead of a natural person or partnership or other business entity; however, the name of a foreign corporation may not contain the word “company” or the abbreviation “co.”; or
(b) May use an alternate name to transact business in this state if its real name is unavailable. Any alternate corporate name adopted for use in this state must be cross-referenced to the real corporate name in the records of the Division of Corporations. If the real corporate name of the corporation becomes available in this state or if the corporation chooses to change its alternate name, a copy of the resolution of its board of directors, changing or withdrawing the alternate name and executed as required by s. 617.01201, must be delivered for filing.
(2) The corporate name, including the alternate name, of a foreign corporation must be distinguishable, within the records of the Division of Corporations, from:
(a) Any corporate name of a corporation for profit incorporated or authorized to transact business in this state.
(b) The alternate name of another foreign corporation authorized to transact business in this state.
(c) The corporate name of a not-for-profit corporation incorporated or authorized to transact business in this state.
(d) The names of all other entities or filings, except fictitious name registrations pursuant to s. 865.09, organized, or registered under the laws of this state, that are on file with the Division of Corporations.
(3) If a foreign corporation authorized to transact business in this state changes its corporate name to one that does not satisfy the requirements of s. 617.0401, such corporation may not transact business in this state under the changed name until the corporation adopts a name satisfying the requirements of s. 617.0401.
History.—s. 96, ch. 90-179; s. 65, ch. 93-281; s. 15, ch. 98-101; s. 47, ch. 2009-205.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 617 - Corporations Not for Profit › 617.1507 - Registered Office and Registered Agent of Foreign Corporation.

617.1507 Registered office and registered agent of foreign corporation.—
(1) Each foreign corporation authorized to conduct its affairs in this state must continuously maintain in this state:
(a) A registered office that may be the same as any of the places it conducts its affairs; and
(b) A registered agent, who may be:
1. An individual who resides in this state and whose business office is identical with the registered office;
2. Another domestic entity that is an authorized entity whose business address is identical to the address of the registered office; or
3. 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) A registered agent appointed pursuant to this section or a successor registered agent appointed pursuant to s. 617.1508 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.
(3) For purposes of this section, “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. 97, ch. 90-179; s. 66, ch. 93-281; s. 3, ch. 97-93; s. 96, ch. 97-102; s. 277, ch. 2019-90.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 617 - Corporations Not for Profit › 617.1508 - Change of Registered Office and Registered Agent of Foreign Corporation.

617.1508 Change of registered office and registered agent of foreign corporation.—
(1) A foreign corporation authorized to conduct its affairs in this state may change its registered office or registered agent by delivering to the Department of State for filing a statement of change that sets forth:
(a) Its name;
(b) The street address of its current registered office;
(c) If the current registered office is to be changed, the street address of its new registered office;
(d) The name of its current registered agent;
(e) If the current registered agent is to be changed, the name of its new registered agent and the new agent’s written consent (either on the statement or attached to it) to the appointment;
(f) That, after the change or changes are made, the street address of its registered office and the business office of its registered agent will be identical; and
(g) That any such change was authorized by resolution duly adopted by its board of directors or by an officer of the corporation so authorized by the board of directors.
(2) If a registered agent changes the street address of his or her business office, he or she may change the street address of the registered office of any foreign corporation for which he or she is the registered agent by notifying the corporation in writing of the change and signing (either manually or in facsimile) and delivering to the Department of State for filing a statement of change that complies with the requirements of paragraphs (1)(a)-(f) and recites that the corporation has been notified of the change.
History.—s. 98, ch. 90-179; s. 67, ch. 93-281; s. 97, ch. 97-102.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 617 - Corporations Not for Profit › 617.1509 - Resignation of Registered Agent of Foreign Corporation.

617.1509 Resignation of registered agent of foreign corporation.—
(1) The registered agent of a foreign corporation may resign his or her agency appointment by signing and delivering to the Department of State for filing a statement of resignation and mailing a copy of such statement to the corporation at the corporation’s principal office address shown in its most recent annual report or, if none, shown in its application for a certificate of authority or other most recently filed document. The statement of resignation must state that a copy of such statement has been mailed to the corporation at the address so stated. The statement of resignation may include a statement that the registered office is also discontinued.
(2) The agency appointment is terminated as of the 31st day after the date on which the statement was filed and, unless otherwise provided in the statement, termination of the agency acts as a termination of the registered office.
History.—s. 99, ch. 90-179; s. 68, ch. 93-281; s. 98, ch. 97-102.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 617 - Corporations Not for Profit › 617.1510 - Serving Process, Giving Notice, or Making a Demand on a Foreign Corporation.

617.1510 Serving process, giving notice, or making a demand on a foreign corporation.—
(1) Process against a foreign corporation may be served in accordance with s. 48.081 and chapter 48 or chapter 49.
(2) Any notice to or demand on a foreign corporation made pursuant to this act may be made in accordance with the procedures for notice to or demand on domestic corporations under s. 617.0504.
History.—s. 100, ch. 90-179; s. 28, ch. 2022-190.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 617 - Corporations Not for Profit › 617.1520 - Withdrawal of Foreign Corporation.

617.1520 Withdrawal of foreign corporation.—
(1) A foreign corporation authorized to conduct its affairs in this state may not withdraw from this state until it obtains a certificate of withdrawal from the Department of State.
(2) A foreign corporation authorized to conduct its affairs in this state may apply for a certificate of withdrawal by delivering an application to the Department of State for filing. The application must be made on forms prescribed and furnished by the Department of State and must set forth all of the following:
(a) The name of the foreign corporation and the jurisdiction under the law under which it is incorporated.
(b) That it is not conducting its affairs in this state and that it surrenders its authority to conduct its affairs in this state.
(c) That it revokes the authority of its registered agent to accept service on its behalf and appoints the Secretary of State as its agent for service of process based on a cause of action arising during the time it was authorized to conduct its affairs in this state.
(d) A mailing address and an e-mail address to which a party seeking to effectuate service of process may send a copy of any process served on it under paragraph (c).
(e) A commitment to notify the Department of State in the future of any change in its mailing address or e-mail address.
(3) After the withdrawal of the corporation is effective, service of process in accordance with s. 48.161 is service on the foreign corporation.
History.—s. 101, ch. 90-179; s. 29, ch. 2022-190.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 617 - Corporations Not for Profit › 617.1530 - Grounds for Revocation of Authority to Conduct Affairs.

617.1530 Grounds for revocation of authority to conduct affairs.—The Department of State may commence a proceeding under s. 617.1531 to revoke the certificate of authority of a foreign corporation authorized to conduct its affairs in this state if:
(1) The foreign corporation has failed to file its annual report with the Department of State by 5 p.m. Eastern Time on the third Friday in September.
(2) The foreign corporation does not pay, within the time required by this act, any fees, taxes, or penalties imposed by this act or other law.
(3) The foreign corporation is without a registered agent or registered office in this state for 30 days or more.
(4) The foreign corporation does not notify the Department of State under s. 617.1508 or s. 617.1509 that its registered agent has resigned or that its registered office has been discontinued within 30 days after the date of such resignation or discontinuance.
(5) An incorporator, director, officer, or agent of the foreign corporation signed a document he or she knew was false in any material respect with intent that the document be delivered to the Department of State for filing.
(6) The department receives a duly authenticated certificate from the secretary of state or other official having custody of corporate records in the jurisdiction under the law of which the foreign corporation is incorporated stating that it has been dissolved or disappeared as the result of a merger.
(7) The foreign corporation has failed to answer truthfully and fully, within the time prescribed by this act, interrogatories propounded by the Department of State.
History.—s. 102, ch. 90-179; s. 99, ch. 97-102; s. 19, ch. 2009-72; s. 48, ch. 2009-205.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 617 - Corporations Not for Profit › 617.1531 - Procedure for and Effect of Revocation.

617.1531 Procedure for and effect of revocation.—
(1) If the Department of State determines that one or more grounds exist under s. 617.1530 for revocation of a certificate of authority, the Department of State shall serve the foreign corporation with notice of its intent to revoke the foreign corporation’s certificate of authority. If the foreign corporation has provided the department with an electronic mail address, such notice shall be by electronic transmission. Revocation for failure to file an annual report shall occur on the fourth Friday in September of each year. The Department of State shall issue a certificate of revocation to each revoked corporation. Issuance of the certificate of revocation may be by electronic transmission to any foreign corporation that has provided the department with an electronic mail address.
(2) If the foreign corporation does not correct each ground for revocation under s. 617.1530(2)-(7) or demonstrate to the reasonable satisfaction of the Department of State that each ground determined by the Department of State does not exist within 60 days after issuance of notice, the Department of State shall revoke the foreign corporation’s certificate of authority by issuing a certificate of revocation that recites the ground or grounds for revocation and its effective date. Issuance of the certificate of revocation may be by electronic transmission to any foreign corporation that has provided the department with an electronic mail address.
(3) The authority of a foreign corporation to conduct its affairs in this state ceases on the date shown on the certificate revoking its certificate of authority.
(4) Revocation of a foreign corporation’s certificate of authority does not terminate the authority of the registered agent of the corporation.
History.—s. 103, ch. 90-179; s. 20, ch. 2009-72.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 617 - Corporations Not for Profit › 617.1532 - Appeal From Revocation.

617.1532 Appeal from revocation.—
(1) If the Department of State revokes the authority of any foreign corporation to conduct its affairs in this state pursuant to the provisions of this act, such foreign corporation may likewise appeal to the circuit court of the county where the registered office of such corporation in this state is situated by filing with the clerk of such court a petition setting forth a copy of its application for authority to conduct its affairs in this state and a copy of the certificate of revocation given by the Department of State, whereupon the matter shall be tried de novo by the court, and the court shall either sustain the action of the Department of State or direct the department to take such action as the court deems proper.
(2) Appeals from all final orders and judgments entered by the circuit court under this section in review of any ruling or decision of the Department of State may be taken as in other civil actions.
History.—s. 105, ch. 90-179.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 617 - Corporations Not for Profit › 617.1533 - Reinstatement Following Revocation.

617.1533 Reinstatement following revocation.—
(1)(a) A foreign corporation whose certificate of authority has been revoked under s. 617.1531 may apply to the Department of State for reinstatement at any time after the effective date of revocation of authority. The application must:
1. Recite the name of the corporation and the effective date of its revocation of authority;
2. State that the ground or grounds for revocation either did not exist or have been eliminated and that no further grounds currently exist for revocation of authority;
3. State that the corporation’s name satisfies the requirements of s. 617.1506; and
4. State that all fees owed by the corporation and computed at the rate provided by law at the time the corporation applies for reinstatement have been paid; or
(b) In the alternative, the foreign corporation may submit a current annual report, signed by the registered agent and an officer or director, which substantially complies with the requirements of paragraph (a).
(2) If the Department of State determines that the application contains the information required by subsection (1) and that the information is correct, it shall file the document, cancel the certificate of revocation of authority, and reinstate the foreign corporation effective on the date on which the reinstatement document is filed.
(3) When the reinstatement is effective, it relates back to and takes effect as of the effective date of the revocation of authority and the foreign corporation resumes carrying on its affairs as if the revocation of authority has never occurred.
(4) The name of the foreign corporation whose certificate of authority has been revoked shall not be available for assumption or use by another corporation until 1 year after the effective date of revocation of authority unless the corporation provides the Department of State with an affidavit executed as required by s. 617.01201 permitting the immediate assumption or use of the name by another corporation.
(5) If the name of the foreign corporation has been lawfully assumed in this state by another corporation, the Department of State shall require the foreign corporation to comply with s. 617.1506 before accepting its application for reinstatement.
History.—s. 104, ch. 90-179; s. 5, ch. 95-211; s. 4, ch. 97-93.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 617 - Corporations Not for Profit › 617.1601 - Corporate Records.

617.1601 Corporate records.—
(1) A corporation shall keep as records minutes of all meetings of its members and board of directors, a record of all actions taken by the members or board of directors without a meeting, and a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation.
(2) A corporation shall maintain accurate accounting records.
(3) A corporation or its agent shall maintain a record of its members in a form that permits preparation of a list of the names and addresses of all members in alphabetical order by class of voting members.
(4) A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.
(5) A corporation shall keep a copy of the following records:
(a) Its articles of incorporation or restated articles of incorporation and all amendments to them currently in effect.
(b) Its bylaws or restated bylaws and all amendments to them currently in effect.
(c) The minutes of all members’ meetings and records of all action taken by members without a meeting for the past 3 years.
(d) Written communications to all members generally or all members of a class within the past 3 years, including the financial statements furnished for the past 3 years under s. 617.1605.
(e) A list of the names and business street, or home if there is no business street, addresses of its current directors and officers.
(f) Its most recent annual report delivered to the Department of State under s. 617.1622.
History.—s. 106, ch. 90-179; s. 69, ch. 93-281; s. 49, ch. 2009-205.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 617 - Corporations Not for Profit › 617.1602 - Inspection of Records by Members.

617.1602 Inspection of records by members.—
(1) A member of a corporation is entitled to inspect and copy, during regular business hours at the corporation’s principal office or at a reasonable location specified by the corporation, any of the records of the corporation described in s. 617.1601(5), if the member gives the corporation written notice of his or her demand at least 10 business days before the date on which he or she wishes to inspect and copy.
(2) A member of a corporation is entitled to inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation if the member meets the requirements of subsection (3) and gives the corporation written notice of his or her demand at least 10 business days before the date on which he or she wishes to inspect and copy:
(a) Excerpts from minutes of any meeting of the board of directors, records of any action of a committee of the board of directors while acting in place of the board of directors on behalf of the corporation, minutes of any meeting of the members, and records of action taken by the members or board of directors without a meeting, to the extent not subject to inspection under subsection (1).
(b) Accounting records of the corporation.
(c) The record of members.
(d) Any other books and records.
(3) A member may inspect and copy the records described in subsection (2) only if:
(a) The member’s demand is made in good faith and for a proper purpose;
(b) The member describes with reasonable particularity his or her purpose and the records he or she desires to inspect;
(c) The records are directly connected with the member’s purpose.
(4) This section does not affect:
(a) The right of a member in litigation with the corporation to inspect and copy records to the same extent as any other litigant.
(b) The power of a court, independently of this chapter, to compel the production of corporate records for examination.
(5) A corporation may deny any demand for inspection made pursuant to subsection (2) if the demand was made for an improper purpose, or if the demanding member has within 2 years preceding his or her demand sold or offered for sale any list of members of the corporation or any other corporation, has aided or abetted any person in procuring any list of members for any such purpose, or has improperly used any information secured through any prior examination of the records of the corporation or any other corporation.
(6) For purposes of this section, the term “member” includes a beneficial owner whose shares are held in a voting trust or by a nominee on his or her behalf.
(7) For purposes of this section, a “proper purpose” means a purpose reasonably related to such person’s interest as a member.
History.—s. 70, ch. 93-281; s. 100, ch. 97-102; s. 50, ch. 2009-205.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 617 - Corporations Not for Profit › 617.1603 - Scope of Inspection Right.

617.1603 Scope of inspection right.—
(1) A member’s agent or attorney has the same inspection and copying rights as the member he or she represents.
(2) The right to copy records under s. 617.1602 includes, if reasonable, the right to receive copies made by photographic, xerographic, or other means.
(3) The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the member. The charge may not exceed the estimated cost of production or reproduction of the records. If the records are kept in other than written form, the corporation shall convert such records into written form upon the request of any person entitled to inspect the same. The corporation shall bear the costs of converting any records described in s. 617.1601(5). The requesting member shall bear the costs, including the cost of compiling the information requested, incurred to convert any records described in s. 617.1602(2).
(4) If requested by a member, the corporation shall comply with a member’s demand to inspect the records of members under s. 617.1602(2)(c) by providing him or her with a list of its members of the nature described in s. 617.1601(3). Such a list shall be compiled as of the last record date for which it has been compiled or as of a subsequent date if specified by the member.
History.—s. 71, ch. 93-281; s. 101, ch. 97-102.