reglab/statecodes huggingface dataset:
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 617 - Corporations Not for Profit › 617.0125 - Filing Duties of Department of State.

617.0125 Filing duties of Department of State.—
(1) If a document delivered to the department for filing satisfies the requirements of s. 617.01201, the department shall file it.
(2) The department files a document by stamping or otherwise endorsing “filed,” together with the Secretary of State’s official title and the date and time of receipt. After filing a document, the department shall send a notice of the filing to the electronic mail address on file for the domestic or foreign corporation or its representative or send a copy of the document to the mailing address of such corporation or its representative. If the record changes the electronic mail address of the domestic or foreign 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 domestic or foreign 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, it shall return it to the domestic or foreign corporation or its 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; or
(c) Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect.
(5) If not otherwise provided by law and the provisions of this act, 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. 90-179; s. 6, ch. 2018-58.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 617 - Corporations Not for Profit › 617.0126 - Appeal From Department of State’s Refusal to File Document.

617.0126 Appeal from Department of State’s refusal to file document.—If the Department of State refuses to file a document delivered to its office for filing, within 30 days after return of the document by the department by mail, as evidenced by the postmark, the domestic or foreign corporation may:
(1) Appeal the refusal pursuant to s. 120.68; or
(2) Appeal the refusal to the circuit court of the county where the corporation’s principal office (or, if none in this state, its registered office) is or will be located. The appeal is commenced by petitioning the court to compel filing the document and by attaching to the petition the document and the Department of State’s explanation of its refusal to file. The matter shall promptly be tried de novo by the court without a jury. The court may summarily order the Department of State 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. 90-179.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 617 - Corporations Not for Profit › 617.0127 - Evidentiary Effect of Copy of Filed Document.

617.0127 Evidentiary effect of copy of filed document.—A certificate attached to a copy of a document filed by the Department of State, 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. 90-179.
2023 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, or
2. 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, and
2. 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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; or
2. 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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; or
2.a. Another domestic entity that is an authorized entity whose business address is identical to the address of the registered office; or
b. 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.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 617 - Corporations Not for Profit › 617.05015 - Reserved Name.

617.05015 Reserved name.—
(1) A person may reserve the exclusive use of the name of a corporation, including an alternate name for a foreign corporation whose name is not available, by delivering an application to the department for filing. The application must set forth the name and address of the applicant and the name proposed to be reserved. If the department finds that the name of the corporation applied for is available, it shall reserve the name for the applicant’s exclusive use for a nonrenewable 120-day period.
(2) The owner of a reserved name of a corporation may transfer the reservation to another person by delivering to the department a signed notice of the transfer that states the name and address of the transferee.
(3) The department may revoke any reservation if, after a hearing, it finds that the application therefor or any transfer thereof was not made in good faith.
History.—s. 273, ch. 2019-90.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 617 - Corporations Not for Profit › 617.0502 - Change of Registered Office or Registered Agent; Resignation of Registered Agent.

617.0502 Change of registered office or registered agent; resignation of registered agent.—
(1) A corporation may change its registered office or its registered agent upon filing with the Department of State a statement of change setting forth:
(a) The name of the corporation;
(b) The street address of its current registered office;
(c) If the current registered office is to be changed, the street address of the new registered office;
(d) The name of its current registered agent;
(e) If its current registered agent is to be changed, the name of the new registered agent and the new agent’s written consent (either on the statement or attached to it) to the appointment;
(f) That the street address of its registered office and the street address of the business office of its registered agent, as changed, will be identical; and
(g) That 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) Any registered agent may resign his or her agency appointment by signing and delivering for filing with the Department of State a statement of resignation and mailing a copy of such statement to the corporation at its principal office address shown in its most recent annual report or, if none, filed in the articles of incorporation or other most recently filed document. The statement of resignation shall state that a copy of such statement has been mailed to the corporation at the address so stated. The agency 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.
(3) If a registered agent changes his or her business name or business address, he or she may change such name or address and the address of the registered office of any corporation for which he or she is the registered agent by:
(a) Notifying all such corporations in writing of the change;
(b) Signing (either manually or in facsimile) and delivering to the Department of State for filing a statement that substantially complies with the requirements of paragraphs (1)(a)-(f), setting forth the names of all such corporations represented by the registered agent; and
(c) Reciting that each corporation has been notified of the change.
(4) Changes of the registered office or registered agent may be made by a change on the corporation’s annual report form filed with the Department of State.
(5) The Department of State shall collect a fee pursuant to s. 15.09(2) for filings authorized by this section.
History.—s. 31, ch. 90-179; s. 53, ch. 93-281; s. 8, ch. 96-212; s. 1716, ch. 97-102.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 617 - Corporations Not for Profit › 617.0504 - Serving Process, Giving Notice, or Making a Demand on a Corporation.

617.0504 Serving process, giving notice, or making a demand on a corporation.—
(1) Process against any corporation may be served in accordance with s. 48.081 and chapter 48 or chapter 49.
(2) Any notice to or demand on a corporation made pursuant to this act may be made to the chair of the board, the president, any vice president, the secretary, the treasurer, the registered agent of the corporation at the registered office of the corporation in this state, or any address in this state that is in fact the principal office of the corporation in this state.
(3) This section does not prescribe the only means, or necessarily the required means, of serving process, giving notice, or making a demand on a corporation.
History.—s. 32, ch. 90-179; s. 80, ch. 97-102; s. 27, ch. 2022-190.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 617 - Corporations Not for Profit › 617.0505 - Distributions; Exceptions.

617.0505 Distributions; exceptions.—Except as authorized in s. 617.1302, a corporation may not make distributions to its members, directors, or officers.
(1) A mutual benefit corporation, such as a private club that is established for social, pleasure, or recreational purposes and that is organized as a corporation of which the equity interests are held by the members, may, subject to s. 617.1302, purchase the equity membership interest of any member, and the payment for such interest is not a distribution for purposes of this section.
(2) A corporation may pay compensation in a reasonable amount to its members, directors, or officers for services rendered, may confer benefits upon its members in conformity with its purposes, and, upon dissolution or final liquidation, may make distributions to its members as permitted by this chapter.
(3) If expressly permitted by its articles of incorporation, a corporation may make distributions upon partial liquidation to its members, as permitted by this section. Any such payment, benefit, or distribution does not constitute a dividend or a distribution of income or profit for purposes of this section.
(4) A corporation that is a utility exempt from regulation under s. 367.022(7), whose articles of incorporation state that it is exempt from taxation under s. 501(c)(12) of the Internal Revenue Code, may make refunds to its members, prior to a dissolution or liquidation, as its managing board deems necessary to establish or preserve its tax-exempt status. Any such refund does not constitute a dividend or a distribution of income or profit for purposes of this section.
(5) A corporation that is regulated by chapter 718, chapter 719, chapter 720, chapter 721, or chapter 723, or a corporation where membership in such corporation is required pursuant to a document recorded in the county property records, may make refunds to its members, giving credits to its members, disbursing insurance proceeds to its members, or disbursing or paying settlements to its members without violating this section.
History.—s. 33, ch. 90-179; s. 2, ch. 96-343; s. 15, ch. 2005-267; s. 15, ch. 2009-205.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 617 - Corporations Not for Profit › 617.0604 - Liability of Members.

617.0604 Liability of members.—
(1) A member of a corporation is not, as such, personally liable for any act, debt, liability, or obligation of the corporation.
(2) A member may become liable to the corporation for dues, assessments, or fees as provided by law.
History.—s. 55, ch. 93-281.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 617 - Corporations Not for Profit › 617.0605 - Transfer of Membership Interests.

617.0605 Transfer of membership interests.—
(1) A member of a corporation may not transfer a membership or any right arising from membership except as otherwise allowed in this section.
(2) Except as set forth in the articles of incorporation or bylaws of a mutual benefit corporation, a member of a mutual benefit corporation may not transfer a membership or any right arising from membership.
(3) If transfer rights have been provided for one or more members of a mutual benefit corporation, a restriction on such rights is not binding with respect to a member holding a membership issued before the adoption of the restriction unless the restriction is approved by the members and the affected member.
History.—s. 17, ch. 2009-205.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 617 - Corporations Not for Profit › 617.0606 - Resignation of Members.

617.0606 Resignation of members.—
(1) Except as may be provided in the articles of incorporation or bylaws of a corporation, a member of a mutual benefit corporation may not transfer a membership or any right arising from membership.
(2) The resignation of a member does not relieve the member from any obligations that the member may have to the corporation as a result of obligations incurred or commitments made before resignation.
History.—s. 18, ch. 2009-205.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 617 - Corporations Not for Profit › 617.0607 - Termination, Expulsion, and Suspension.

617.0607 Termination, expulsion, and suspension.—
(1) A member of a corporation may not be expelled or suspended, and a membership in the corporation may not be terminated or suspended, except pursuant to a procedure that is fair and reasonable and is carried out in good faith.
(2) Any written notice given by mail must be delivered by certified mail or first-class mail to the last address of the member shown on the records of the corporation.
(3) Any proceeding challenging an expulsion, suspension, or termination, including a proceeding in which the defective notice is alleged, must be commenced within 1 year after the effective date of the expulsion, suspension, or termination.
(4) A member who has been expelled or suspended may be liable to the corporation for dues, assessments, or fees as a result of obligations incurred or commitments made before expulsion or suspension.
History.—s. 19, ch. 2009-205.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 617 - Corporations Not for Profit › 617.0608 - Purchase of Memberships.

617.0608 Purchase of memberships.—
(1) A corporation may not purchase any of its memberships or any right arising from membership except as provided in s. 617.0505 or subsection (2).
(2) Subject to s. 617.1302, a mutual benefit corporation may purchase the membership of a member who resigns, or whose membership is terminated, for the amount and pursuant to the conditions set forth in its articles of incorporation or bylaws.
History.—s. 20, ch. 2009-205.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 617 - Corporations Not for Profit › 617.0725 - Quorum.

617.0725 Quorum.—An amendment to the articles of incorporation or the bylaws which adds, changes, or deletes a greater or lesser quorum or voting requirement must meet the same quorum or voting requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever is greater. This section does not apply to any corporation that is an association, as defined in s. 720.301(9), or any corporation regulated under chapter 718 or chapter 719.
History.—s. 37, ch. 90-179; s. 23, ch. 2009-205; s. 10, ch. 2021-13.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 617 - Corporations Not for Profit › 617.0801 - Duties of Board of Directors.

617.0801 Duties of board of directors.—All corporate powers must be exercised by or under the authority of, and the affairs of the corporation managed under the direction of, its board of directors, subject to any limitation set forth in the articles of incorporation.
History.—s. 38, ch. 90-179; s. 25, ch. 2009-205.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 617 - Corporations Not for Profit › 617.0802 - Qualifications of Directors.

617.0802 Qualifications of directors.—
(1) Directors must be natural persons who are 18 years of age or older but need not be residents of this state or members of the corporation unless the articles of incorporation or bylaws so require. For a corporation organized according to the provisions of s. 501(c)(3) of the Internal Revenue Code of 1986, as amended, but not for a corporation regulated by chapter 718, chapter 719, chapter 720, chapter 721, or chapter 723 or a corporation for which membership in such corporation is required pursuant to a document recorded in the county property records, one director may be 15 years of age or older if so permitted in the articles of incorporation or bylaws or by resolution of the board of directors. The articles of incorporation or the bylaws may prescribe additional qualifications for directors.
(2) In the event that the eligibility to serve as a member of the board of directors of a condominium association, cooperative association, homeowners’ association, or mobile home owners’ association is restricted to membership in such association and membership is appurtenant to ownership of a unit, parcel, or mobile home, a grantor of a trust described in s. 733.707(3), or a beneficiary as defined in former s. 737.303(4)(b) of a trust which owns a unit, parcel, or mobile home shall be deemed a member of the association and eligible to serve as a director of the condominium association, cooperative association, homeowners’ association, or mobile home owners’ association, provided that said beneficiary occupies the unit, parcel, or mobile home.
History.—s. 39, ch. 90-179; s. 3, ch. 99-382; s. 143, ch. 2008-4; s. 18, ch. 2008-5; s. 26, ch. 2009-205.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 617 - Corporations Not for Profit › 617.0803 - Number of Directors.

617.0803 Number of directors.—
(1) A board of directors must consist of three or more individuals, with the number specified in or fixed in accordance with the articles of incorporation or the bylaws.
(2) The number of directors may be increased or decreased from time to time by amendment to, or in the manner provided in, the articles of incorporation or the bylaws, but the corporation must never have fewer than three directors.
(3) Directors shall be elected or appointed in the manner and for the terms provided in the articles of incorporation or the bylaws.
History.—s. 40, ch. 90-179.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 617 - Corporations Not for Profit › 617.0806 - Staggered Terms for Directors.

617.0806 Staggered terms for directors.—The articles of incorporation or bylaws may provide that directors be divided into classes. Each director shall hold office for the term to which he or she is elected or appointed and until his or her successor has been elected or appointed and qualified or until his or her earlier resignation, removal from office, or death.
History.—s. 41, ch. 90-179; s. 83, ch. 97-102; s. 27, ch. 2009-205.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 617 - Corporations Not for Profit › 617.0807 - Resignation of Directors.

617.0807 Resignation of directors.—
(1) A director may resign at any time by delivering written notice to the board of directors or its chair or to the corporation.
(2) A resignation is effective when the notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date, the board of directors may fill the pending vacancy before the effective date if the board of directors provides that the successor does not take office until the effective date.
History.—s. 43, ch. 90-179; s. 84, ch. 97-102.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 617 - Corporations Not for Profit › 617.0809 - Board Vacancy.

617.0809 Board vacancy.—
(1) Except as provided in s. 617.0808(1)(f), any vacancy occurring on the board of directors may be filled by the affirmative vote of the majority of the remaining directors, even though the remaining directors constitute less than a quorum, or by the sole remaining director or, if the vacancy is not so filled or if no director remains, by the members or, on the application of any person, by the circuit court of the county where the registered office of the corporation is located.
(2) Whenever a vacancy occurs with respect to a director elected by a class, chapter, unit, or group, the vacancy may be filled only by members of that class, chapter, unit, or group, or by a majority of the directors then in office elected by such class, chapter, unit, or group.
(3) The term of a director elected or appointed to fill a vacancy expires at the next annual meeting at which directors are elected. Any directorship to be filled by reason of an increase in the number of directors may be filled by the board of directors, but only for a term of office continuing until the next election of directors by the members or, if the corporation has no members or no members having the right to vote thereon, for such term of office as is provided in the articles of incorporation or the bylaws.
(4) A vacancy that will occur at a specific later date, by reason of a resignation effective at a later date under s. 617.0807 or otherwise, may be filled before the vacancy occurs. However, the new director may not take office until the vacancy occurs.
History.—s. 44, ch. 90-179; s. 86, ch. 97-102; s. 29, ch. 2009-205.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 617 - Corporations Not for Profit › 617.0820 - Meetings.

617.0820 Meetings.—
(1) The board of directors may hold regular or special meetings in or out of this state.
(2) A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the board of directors to another time and place. Unless the bylaws otherwise provide, notice of any such adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.
(3) Meetings of the board of directors may be called by the chair of the board or by the president unless otherwise provided in the articles of incorporation or the bylaws.
(4) Unless the articles of incorporation or the bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
History.—s. 46, ch. 90-179; s. 87, ch. 97-102.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 617 - Corporations Not for Profit › 617.0821 - Action by Directors Without a Meeting.

617.0821 Action by directors without a meeting.—
(1) Unless the articles of incorporation or the bylaws provide otherwise, action required or permitted by this act to be taken at a board of directors’ meeting or committee meeting may be taken without a meeting if the action is taken by all members of the board or of the committee. The action must be evidenced by one or more written consents describing the action taken and signed by each director or committee member.
(2) Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date.
(3) A consent signed under this section has the effect of a meeting vote and may be described as such in any document.
History.—s. 47, ch. 90-179.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 617 - Corporations Not for Profit › 617.0822 - Notice of Meetings.

617.0822 Notice of meetings.—
(1) Unless the articles of incorporation or the bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place, or purpose of the meeting.
(2) Unless the articles of incorporation or the bylaws provide for a longer or shorter period, a special meeting of the board of directors must be preceded by at least 2 days’ notice of the date, time, and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the articles of incorporation or the bylaws.
History.—s. 48, ch. 90-179.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 617 - Corporations Not for Profit › 617.0823 - Waiver of Notice.

617.0823 Waiver of notice.—Notice of a meeting of the board of directors need not be given to any director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting and a waiver of any and all objections to the place of the meeting, the time of the meeting, or the manner in which it has been called or convened, except when a director states, at the beginning of the meeting or promptly upon arrival at the meeting, any objection to the transaction of affairs because the meeting is not lawfully called or convened.
History.—s. 49, ch. 90-179.