reglab/statecodes huggingface dataset:
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 607 - Florida Business Corporation Act › Part I - General Provisions (Ss. 607.0101-607.193) › 607.1506 - Corporate name of foreign corporation.

607.1506 Corporate name of foreign corporation.—
(1) A foreign corporation whose name is unavailable under or whose name does not otherwise comply with s. 607.0401 shall use an alternate name that complies with s. 607.0401 to transact business in this state. An alternate name adopted for use in this state shall be cross-referenced to the actual name of the foreign corporation in the records of the department, provided that no cross-reference is required if the alternate name involves no more than adding the suffix “corporation,” “company,” or “incorporated” or the abbreviation “Corp.,” or “Inc.,” or “Co.” or the designation “Corp” or “Inc” or “Co” to the name. If the actual name of the foreign corporation subsequently becomes available in this state and the foreign corporation elects to operate in this state under its actual name, or the foreign corporation chooses to change its alternate name, a record approving the election or change, as the case may be, by its directors or shareholders, and signed as required pursuant to s. 607.0120, shall be delivered to the department for filing.
(2) A foreign corporation that adopts an alternate name under subsection (1) and obtains a certificate of authority with the alternate name need not comply with s. 865.09 with respect to the alternate name.
(3) So long as a foreign corporation maintains a certificate of authority with an alternate name, a foreign corporation shall transact business in this state under the alternate name unless the corporation is authorized under s. 865.09 to transact business in this state under another name.
(4) If a foreign corporation authorized to transact business in this state changes its corporate name to one that does not comply with s. 607.0401, it may not thereafter transact business in this state until it complies with subsection (1) and obtains an amended certificate of authority under s. 607.1504.
(5) Notwithstanding the foregoing, a foreign corporation may register under a name that is not otherwise distinguishable on the records of the department with the written consent of the other entity if the consent is filed with the department at the time of registration of such name and if such name is not identical to the name of the other entity.
History.—s. 141, ch. 89-154; s. 161, ch. 90-179; s. 39, ch. 93-281; s. 15, ch. 98-101; s. 39, ch. 2003-283; s. 203, ch. 2019-90.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 607 - Florida Business Corporation Act › Part I - General Provisions (Ss. 607.0101-607.193) › 607.1507 - Registered office and registered agent of foreign corporation.

607.1507 Registered office and registered agent of foreign corporation.—
(1) Each foreign corporation authorized to transact business in this state shall designate and continuously maintain in this state:
(a) A registered office, which may be the same as its place of business in this state; and
(b) A registered agent, which must be:
1. An individual who resides in this state and whose business address is identical to the address of the registered office;
2. A domestic entity that is an authorized entity and whose business address is identical to the address of the registered office; or
3. Another foreign entity authorized to transact business in this state which is an authorized entity and whose business address is identical to the address of the registered office.
(2) This section does not apply to corporations that are required by law to designate the Chief Financial Officer as their attorney for service of process, associations subject to the provisions of chapter 665, and banks and trust companies subject to the financial institutions codes.
(3) Each initial registered agent, and each successor registered agent that is appointed, shall file a statement in writing with the department, in the form and manner prescribed by the department, accepting the appointment as a registered agent while simultaneously being designated as the registered agent. The statement of acceptance must provide that the registered agent is familiar with, and accepts, the obligations of that position.
(4) The duties of a registered agent are as follows:
(a) To forward to the foreign corporation at the address most recently supplied to the registered agent by the foreign corporation, a process, notice, or demand pertaining to the foreign corporation which is served on or received by the registered agent; and
(b) If the registered agent resigns, to provide the notice required under s. 607.1509 to the foreign corporation at the address most recently supplied to the registered agent by the foreign corporation.
(5) The department shall maintain an accurate record of the registered agents and registered offices for service of process and shall promptly furnish any information disclosed thereby upon request and payment of the required fee.
(6) A foreign corporation may not prosecute or maintain any action in a court in this state until the foreign corporation complies with the provisions of this section, pays to the department the amounts required by this chapter, and, to the extent ordered by a court of competent jurisdiction, pays to the department a penalty of $5 for each day it has failed to so comply or $500, whichever is less.
(7) A court may stay a proceeding commenced by a foreign corporation until the corporation complies with this section.
History.—s. 142, ch. 89-154; s. 162, ch. 90-179; s. 40, ch. 93-281; s. 38, ch. 97-102; s. 204, ch. 2019-90; s. 59, ch. 2020-32.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 607 - Florida Business Corporation Act › Part I - General Provisions (Ss. 607.0101-607.193) › 607.1508 - Change of registered office and registered agent of foreign corporation.

607.1508 Change of registered office and registered agent of foreign corporation.—
(1) In order to change its registered agent or registered office address, a foreign corporation authorized to transact business in this state may deliver to the department for filing a statement of change containing the following:
(a) The name of the foreign corporation.
(b) The name of its current registered agent.
(c) If the current registered agent is to be changed, the name of the new registered agent.
(d) The street address of its current registered office for its current registered agent.
(e) If the street address of the current registered office is to be changed, the new street address of the registered office.
(2) If the registered agent is changed, the written acceptance of the successor registered agent described in s. 607.1507(3) must also be included in or attached to the statement of change.
(3) A statement of change is effective when filed by the department.
(4) The changes described in this section may also be made on the foreign corporation’s annual report or in an application for reinstatement filed with the department under s. 607.1622.
History.—s. 143, ch. 89-154; s. 163, ch. 90-179; s. 41, ch. 93-281; s. 39, ch. 97-102; s. 205, ch. 2019-90.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 607 - Florida Business Corporation Act › Part I - General Provisions (Ss. 607.0101-607.193) › 607.1509 - Resignation of registered agent of foreign corporation.

607.1509 Resignation of registered agent of foreign corporation.—
(1) A registered agent may resign as agent for a foreign corporation by delivering to the department for filing a signed statement of resignation containing the name of the foreign corporation.
(2) After delivering the statement of resignation to the department for filing, the registered agent must promptly mail a copy to the foreign corporation at its current mailing address.
(3) A registered agent is terminated upon the earlier of:
(a) The 31st day after the department files the statement of resignation; or
(b) When a statement of change or other record designating a new registered agent is filed with the department.
(4) When a statement of resignation takes effect, the registered agent ceases to have responsibility for a matter thereafter tendered to it as agent for the foreign corporation. The resignation does not affect contractual rights that the foreign corporation has against the agent or that the agent has against the foreign corporation.
(5) A registered agent may resign from a foreign corporation regardless of whether the foreign corporation has active status.
History.—s. 144, ch. 89-154; s. 164, ch. 90-179; s. 42, ch. 93-281; s. 40, ch. 97-102; s. 206, ch. 2019-90; s. 60, ch. 2020-32.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 607 - Florida Business Corporation Act › Part I - General Provisions (Ss. 607.0101-607.193) › 607.15091 - Change of name or address by registered agent.

607.15091 Change of name or address by registered agent.—
(1) If a registered agent changes his, her, or its name or address, the agent may deliver to the department for filing a statement of change containing the following:
(a) The name of the foreign corporation represented by the registered agent.
(b) The name of the registered agent as currently shown in the records of the department for the corporation.
(c) If the name of the registered agent has changed, his, her, or its new name.
(d) If the address of the registered agent has changed, the new address.
(e) A statement that the registered agent has given the notice required under subsection (2).
(2) A registered agent shall promptly furnish notice of the statement of change and the changes made by the statement filed with the department to the represented foreign corporation.
History.—s. 207, ch. 2019-90; s. 61, ch. 2020-32.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 607 - Florida Business Corporation Act › Part I - General Provisions (Ss. 607.0101-607.193) › 607.15092 - Delivery of notice or other communication.

607.15092 Delivery of notice or other communication.—
(1) Except as otherwise provided in this chapter, permissible means of delivery of a notice or other communication includes delivery by hand, the United States Postal Service, a commercial delivery service, and electronic transmission, all as more particularly described in s. 607.0141.
(2) Except as provided in subsection (3), delivery to the department is effective only when a notice or other communication is received by the department.
(3) If a check is mailed to the department for payment of an annual report fee or the annual supplemental fee required under s. 607.193, the check shall be deemed to have been received by the department as of the postmark date appearing on the envelope or package transmitting the check if the envelope or package is received by the department.
History.—s. 208, ch. 2019-90.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 607 - Florida Business Corporation Act › Part I - General Provisions (Ss. 607.0101-607.193) › 607.15101 - Serving process, giving notice, or making a demand on a foreign corporation.

607.15101 Serving process, giving notice, or making a demand on a foreign corporation.—
(1) A foreign corporation may be served with process required or authorized by law in accordance with s. 48.081 and chapter 48 or chapter 49.
(2) Any notice or demand on a foreign corporation under this chapter may be given or made to the chair of the board, the president, any vice president, the secretary, or the treasurer of the foreign corporation; to the registered agent of the foreign corporation at the registered office of the foreign corporation in this state; or to any other address in this state which is in fact the principal office of the foreign corporation in this state.
(3) This section does not affect the right to serve process, give notice, or make a demand in any other manner provided by law.
History.—s. 145, ch. 89-154; s. 165, ch. 90-179; s. 209, ch. 2019-90; s. 62, ch. 2020-32; s. 25, ch. 2022-190.
Note.—Former s. 607.1510.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 607 - Florida Business Corporation Act › Part I - General Provisions (Ss. 607.0101-607.193) › 607.1520 - Withdrawal and cancellation of certificate of authority for foreign corporation.

607.1520 Withdrawal and cancellation of certificate of authority for foreign corporation.—
(1) To cancel its certificate of authority to transact business in this state, a foreign corporation must deliver to the department for filing a notice of withdrawal of certificate of authority. The certificate of authority is canceled when the notice of withdrawal becomes effective pursuant to s. 607.0123. The notice of withdrawal of certificate of authority must be signed by an officer or director and state the following:
(a) The name of the foreign corporation as it appears on the records of the department.
(b) The name of the foreign corporation’s jurisdiction of incorporation.
(c) The date the foreign corporation was authorized to transact business in this state.
(d) That the foreign corporation is withdrawing its certificate of authority in this state.
(e) That the foreign corporation 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 transact business in this state.
(f) 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 the Secretary of State under paragraph (e).
(g) A commitment to notify the department in the future of any change in its mailing address or e-mail address.
(2) After the withdrawal of the foreign corporation is effective, service of process on the Secretary of State using the procedures in s. 48.161 is service on the foreign corporation.
History.—s. 146, ch. 89-154; s. 2, ch. 95-211; s. 210, ch. 2019-90; s. 63, ch. 2020-32; s. 26, ch. 2022-190.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 607 - Florida Business Corporation Act › Part I - General Provisions (Ss. 607.0101-607.193) › 607.1521 - Withdrawal deemed on conversion to domestic filing entity.

607.1521 Withdrawal deemed on conversion to domestic filing entity.—A foreign corporation authorized to transact business in this state that converts to a domestic corporation or another domestic eligible entity that is organized, incorporated, registered, or otherwise formed through the delivery of a record to the department for filing is deemed to have withdrawn its certificate of authority on the effective date of the conversion.
History.—s. 211, ch. 2019-90.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 607 - Florida Business Corporation Act › Part I - General Provisions (Ss. 607.0101-607.193) › 607.1522 - Withdrawal on dissolution, merger, or conversion to certain nonfiling entities.

607.1522 Withdrawal on dissolution, merger, or conversion to certain nonfiling entities.—
(1) A foreign corporation that is authorized to transact business in this state that has dissolved and completed winding up, has merged into a foreign eligible entity that is not authorized to transact business in this state, or has converted to a domestic or foreign eligible entity that is not organized, incorporated, registered, or otherwise formed through the public filing of a record, shall deliver a notice of withdrawal of certificate of authority to the department for filing in accordance with s. 607.1520.
(2) After a withdrawal under this section of a foreign corporation that has converted to another type of entity is effective, service of process in any action or proceeding based on a cause of action arising during the time the foreign corporation was authorized to transact business in this state may be made pursuant to s. 607.15101.
History.—s. 212, ch. 2019-90.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 607 - Florida Business Corporation Act › Part I - General Provisions (Ss. 607.0101-607.193) › 607.1523 - Action by Department of Legal Affairs.

607.1523 Action by Department of Legal Affairs.—The Department of Legal Affairs may maintain an action to enjoin a foreign corporation from transacting business in this state in violation of this chapter.
History.—s. 213, ch. 2019-90.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 607 - Florida Business Corporation Act › Part I - General Provisions (Ss. 607.0101-607.193) › 607.1532 - Judicial review of denial of reinstatement.

607.1532 Judicial review of denial of reinstatement.—
(1) If the department denies a foreign corporation’s application for reinstatement after revocation of its certificate of authority, the department shall serve the foreign corporation under s. 607.15101 with a written notice that explains the reason or reasons for the denial.
(2) Within 30 days after service of a notice of denial of reinstatement, a foreign corporation may appeal the denial by petitioning the Circuit Court of Leon County to set aside the revocation. The petition must be served on the department and contain a copy of the department’s notice of revocation, the foreign corporation’s application for reinstatement, and the department’s notice of denial.
(3) The circuit court may order the department to reinstate the certificate of authority of the foreign corporation or take other action the court considers appropriate.
(4) The circuit court’s final decision may be appealed as in other civil proceedings.
History.—s. 149, ch. 89-154; s. 217, ch. 2019-90.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 607 - Florida Business Corporation Act › Part I - General Provisions (Ss. 607.0101-607.193) › 607.1601 - Corporate records.

607.1601 Corporate records.—
(1) A corporation shall maintain the following records:
(a) Its articles of incorporation, as currently in effect;
(b) Any notices to shareholders referred to in s. 607.0120(11)(d) specifying facts on which a filed document is dependent, if such facts are not included in the articles of incorporation or otherwise available as specified in s. 607.0120(11)(d);
(c) Its bylaws, as currently in effect;
(d) All written communications within the past 3 years to shareholders generally or to shareholders of a class or series;
(e) Minutes of all meetings of, and records of all actions taken without a meeting by, its shareholders, its board of directors, and any board committees established under s. 607.0825;
(f) A list of the names and business street addresses of its current directors and officers; and
(g) Its most recent annual report delivered to the department under s. 607.1622.
(2) A corporation shall maintain all annual financial statements prepared for the corporation for its last 3 fiscal years, or such shorter period of existence, and any audit or other reports with respect to such financial statements.
(3) A corporation shall maintain accounting records in a form that permits preparation of its financial statements.
(4) A corporation shall maintain a record of its current shareholders in alphabetical order by class or series of shares showing the address of, and the number and class or series of shares held by, each shareholder. This subsection does not require the corporation to include the electronic mail address or other electronic contact information of a shareholder in such record.
(5) A corporation shall maintain the records specified in this section in a manner so that they may be available for inspection within a reasonable time.
History.—s. 150, ch. 89-154; s. 218, ch. 2019-90.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 607 - Florida Business Corporation Act › Part I - General Provisions (Ss. 607.0101-607.193) › 607.1603 - Scope of inspection right.

607.1603 Scope of inspection right.—
(1) A shareholder may appoint an agent or attorney to exercise the shareholder’s inspection and copying rights under s. 607.1602.
(2) The corporation may, if reasonable, satisfy the right of a shareholder to copy records under s. 607.1602 by furnishing to the shareholder copies made by photocopy or other means chosen by the corporation, including furnishing copies through an electronic transmission.
(3) The corporation may impose a reasonable charge to cover the costs of providing copies of any documents to the shareholder which may be based on an estimate of such costs.
(4) The corporation may comply at its expense with a shareholder’s demand to inspect the records of shareholders under s. 607.1602(2)(d) by providing the shareholder with a list of shareholders that was compiled no earlier than the date of the shareholder’s demand.
History.—s. 152, ch. 89-154; s. 43, ch. 97-102; s. 220, ch. 2019-90.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 607 - Florida Business Corporation Act › Part I - General Provisions (Ss. 607.0101-607.193) › 607.1604 - Court-ordered inspection.

607.1604 Court-ordered inspection.—
(1) If a corporation does not allow a shareholder who complies with s. 607.1602(1) to inspect and copy any records required by that subsection to be available for inspection, the circuit court in the applicable county may summarily order inspection and copying of the records demanded at the corporation’s expense upon application of the shareholder. If the court orders inspection and copying of the records demanded under s. 607.1602(1), it shall also order the corporation to pay the shareholder’s expenses, including reasonable attorney fees, incurred to obtain the order and enforce its rights under this section.
(2) If a corporation does not within a reasonable time allow a shareholder who complies with s. 607.1602(2) to inspect and copy the records required by that section, the shareholder who complies with s. 607.1602(3) may apply to the circuit court in the applicable county for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection on an expedited basis.
(3) If the court orders inspection or copying of the records demanded under s. 607.1602(2), it may impose reasonable restrictions on the disclosure, use, or distribution of, and reasonable obligations to maintain the confidentiality of, such records, and it shall also order the corporation to pay the shareholder’s expenses incurred, including reasonable attorney fees, incurred to obtain the order and enforce its rights under this section unless the corporation establishes that the corporation refused inspection in good faith because the corporation had:
(a) A reasonable basis for doubt about the right of the shareholder to inspect or copy the records demanded; or
(b) Required reasonable restrictions on the disclosure, use, or distribution of, and reasonable obligations to maintain the confidentiality of, such records demanded to which the demanding shareholder had been unwilling to agree.
History.—s. 153, ch. 89-154; s. 44, ch. 97-102; s. 221, ch. 2019-90; s. 65, ch. 2020-32.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 607 - Florida Business Corporation Act › Part I - General Provisions (Ss. 607.0101-607.193) › 607.1605 - Inspection rights of directors.

607.1605 Inspection rights of directors.—
(1) A director of a corporation is entitled to inspect and copy the books, records, and documents of the corporation at any reasonable time to the extent reasonably related to the performance of the director’s duties as a director, including duties as a member of a board committee, but not for any other purpose or in any manner that would violate any duty to the corporation.
(2) The circuit court of the applicable county may order inspection and copying of the books, records, and documents at the corporation’s expense, upon application of a director who has been refused such inspection rights, unless the corporation establishes that the director is not entitled to such inspection rights. The court shall dispose of an application under this subsection on an expedited basis.
(3) If an order is issued, the court may include provisions protecting the corporation from undue burden or expense and prohibiting the director from using information obtained upon exercise of the inspection rights in a manner that would violate a duty to the corporation, and may also order the corporation to reimburse the director for the director’s costs, including reasonable attorney fees, incurred in connection with the application.
History.—s. 40, ch. 2003-283; s. 222, ch. 2019-90.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 607 - Florida Business Corporation Act › Part I - General Provisions (Ss. 607.0101-607.193) › 607.1701 - Application to existing domestic corporation.

607.1701 Application to existing domestic corporation.—This chapter applies to all domestic corporations in existence on January 1, 2020, that were incorporated under any general statute of this state providing for incorporation of corporations for profit if power to amend or repeal the statute under which the corporation was incorporated was reserved.
History.—s. 157, ch. 89-154; s. 226, ch. 2019-90.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 607 - Florida Business Corporation Act › Part I - General Provisions (Ss. 607.0101-607.193) › 607.1702 - Application to qualified foreign corporations.

607.1702 Application to qualified foreign corporations.—A foreign corporation authorized to transact business in this state on January 1, 2020, is subject to this chapter, is deemed to be authorized to transact business in this state, and is not required to obtain a new certificate of authority to transact business under this chapter.
History.—s. 158, ch. 89-154; s. 227, ch. 2019-90.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 607 - Florida Business Corporation Act › Part I - General Provisions (Ss. 607.0101-607.193) › 607.1703 - Interrogatories by department; other powers of department.

607.1703 Interrogatories by department; other powers of department.—
(1) The department may direct to any domestic corporation or foreign corporation subject to this chapter, and to any officer or director of any domestic corporation or foreign corporation subject to this chapter, interrogatories reasonably necessary and proper to enable the department to ascertain whether the domestic corporation or foreign corporation has complied with the provisions of this chapter applicable to the domestic corporation or foreign corporation. The interrogatories must be answered within 30 days after the date of mailing, or within such additional time as fixed by the department. The answers to the interrogatories must be full and complete and must be made in writing and under oath. If the interrogatories are directed to an individual, they must be answered by the individual, and if directed to a domestic corporation or foreign corporation, they must be answered by an officer or director of the domestic corporation or foreign corporation, by a shareholder if there are no officers or directors of the domestic corporation or foreign corporation, or by a fiduciary if the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary.
(2) The department need not file a record in a court of competent jurisdiction to which the interrogatories relate until the interrogatories are answered as provided in this chapter, and is not required to file a record if the answers disclose that the record is not in conformity with the requirements of this chapter or if the department has determined that the parties to such document have not paid all fees, taxes, and penalties due and owing this state. The department shall certify to the Department of Legal Affairs, for such action as the Department of Legal Affairs may deem appropriate, all interrogatories and answers that disclose a violation of this chapter.
(3) The department may, based upon its findings under this section 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 an action permitted pursuant to this chapter which the Department of Legal Affairs may deem appropriate.
History.—s. 67, ch. 2020-32.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 607 - Florida Business Corporation Act › Part I - General Provisions (Ss. 607.0101-607.193) › 607.1711 - Application to foreign and interstate commerce.

607.1711 Application to foreign and interstate commerce.—The provisions of this chapter apply to commerce with foreign nations and among the several states only insofar as the same may be permitted under the Constitution and laws of the United States.
History.—s. 159, ch. 89-154; s. 228, ch. 2019-90.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 607 - Florida Business Corporation Act › Part I - General Provisions (Ss. 607.0101-607.193) › 607.1805 - Procedures for conversion to professional service corporation.

607.1805 Procedures for conversion to professional service corporation.—A corporation that is organized for profit under the laws of this state and that is engaged solely in carrying out the professional services provided by a corporation organized under chapter 621 may change its corporate nature to that of a professional service corporation if it complies with chapter 621.
History.—s. 161, ch. 89-154.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 607 - Florida Business Corporation Act › Part I - General Provisions (Ss. 607.0101-607.193) › 607.1904 - Estoppel.

607.1904 Estoppel.—No body of persons acting as a corporation shall be permitted to set up the lack of legal organization as a defense to an action against them as a corporation, nor shall any person sued on a contract made with the corporation or sued for an injury to its property or a wrong done to its interests be permitted to set up the lack of such legal organization in his or her defense.
History.—s. 163, ch. 89-154; s. 46, ch. 97-102.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 607 - Florida Business Corporation Act › Part I - General Provisions (Ss. 607.0101-607.193) › 607.1907 - Saving provision.

607.1907 Saving provision.—
(1) Except as to procedural provisions, chapter 2019-90, Laws of Florida, does not affect a pending action or proceeding or a right accrued before January 1, 2020, and a pending civil action or proceeding may be completed, and a right accrued may be enforced, as if chapter 2019-90 had not become effective.
(2) If a penalty or punishment for violation of a statute or rule is reduced by chapter 2019-90, Laws of Florida, the penalty or punishment, if not already imposed, shall be imposed in accordance with chapter 2019-90.
History.—s. 164, ch. 89-154; s. 170, ch. 90-179; s. 42, ch. 2003-283; s. 230, ch. 2019-90; s. 68, ch. 2020-32.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 607 - Florida Business Corporation Act › Part I - General Provisions (Ss. 607.0101-607.193) › 607.1908 - Severability clause.

607.1908 Severability clause.—If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this chapter which can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable.
History.—s. 231, ch. 2019-90.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 607 - Florida Business Corporation Act › Part I - General Provisions (Ss. 607.0101-607.193) › 607.193 - Supplemental corporate fee.

607.193 Supplemental corporate fee.—
(1) In addition to any other taxes imposed by law, an annual supplemental corporate fee of $88.75 is imposed on each business entity that is authorized to transact business in this state and is required to file an annual report with the Department of State under s. 605.0212, s. 607.1622, or s. 620.1210.
(2)(a) The business entity shall remit the supplemental corporate fee to the Department of State at the time it files the annual report required by s. 605.0212, s. 607.1622, or s. 620.1210.
(b) In addition to the fees levied under ss. 605.0213, 607.0122, and 620.1109 and the supplemental corporate fee, a late charge of $400 shall be imposed if the supplemental corporate fee is remitted after May 1 except in circumstances in which a business entity was administratively dissolved or its certificate of authority was revoked due to its failure to file an annual report and the entity subsequently applied for reinstatement and paid the applicable reinstatement fee.
History.—s. 24, ch. 92-319; s. 43, ch. 93-281; ss. 6, 7, ch. 96-212; s. 4, ch. 2001-195; s. 13, ch. 2003-401; s. 7, ch. 2006-111; s. 132, ch. 2007-5; s. 1, ch. 2010-164; s. 92, ch. 2013-18; ss. 10, 11, ch. 2013-180.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 607 - Florida Business Corporation Act › Part II - Social Purpose Corporations (Ss. 607.501-607.513) › 607.501 - Application and effect of part.

607.501 Application and effect of part.—
(1) This part applies to a social purpose corporation and does not affect a corporation that is not a social purpose corporation.
(2) Except as otherwise provided in this part, this chapter applies generally to all social purpose corporations.
(3) A social purpose corporation may be simultaneously subject to this part and to one or more chapters, including chapter 621. In such event, this part takes precedence with respect to a social purpose corporation.
(4) Except as authorized by this part, a provision of the articles of incorporation or bylaws of a social purpose corporation, or a shareholders agreement among shareholders of a social purpose corporation, may not limit, be inconsistent with, or supersede a provision of this part.
History.—s. 7, ch. 2014-209.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 607 - Florida Business Corporation Act › Part II - Social Purpose Corporations (Ss. 607.501-607.513) › 607.503 - Incorporation.

607.503 Incorporation.—To incorporate as a social purpose corporation, an incorporator must satisfy the requirements of this chapter, and the articles of incorporation must state that the corporation is a social purpose corporation under this part.
History.—s. 9, ch. 2014-209.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 607 - Florida Business Corporation Act › Part II - Social Purpose Corporations (Ss. 607.501-607.513) › 607.504 - Election of social purpose corporation status.

607.504 Election of social purpose corporation status.—
(1) An existing corporation may become a social purpose corporation under this part by amending its articles of incorporation to include a statement that the corporation is a social purpose corporation under this part. The amendment must be adopted by the minimum status vote.
(2) A plan of merger, domestication, conversion, or share exchange must be adopted by the minimum status vote if an entity that is not a social purpose corporation is a party to the merger, domestication, or conversion or if the exchanging entity in a share exchange and the surviving, new, or resulting entity is, or will be, a social purpose corporation.
(3) If an entity elects to become a social purpose corporation by amendment of the articles of incorporation or by a merger, domestication, conversion, or share exchange, the shareholders of the entity are entitled to appraisal rights under and pursuant to ss. 607.1301-607.1340.
History.—s. 10, ch. 2014-209; s. 232, ch. 2019-90; s. 69, ch. 2020-32.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 607 - Florida Business Corporation Act › Part II - Social Purpose Corporations (Ss. 607.501-607.513) › 607.505 - Termination of social purpose corporation status.

607.505 Termination of social purpose corporation status.—
(1) A social purpose corporation may terminate its status as such and cease to be subject to this part by amending its articles of incorporation to delete the provision required under s. 607.503 or s. 607.504. The amendment must be adopted by the minimum status vote.
(2) A plan of merger, conversion, or share exchange which has the effect of terminating the status of a corporation as a social purpose corporation must be adopted by the minimum status vote. A sale, lease, exchange, or other disposition of all or substantially all of the assets of a social purpose corporation is not effective unless the transaction is approved by the minimum status vote. However, a minimum status vote is not required if the transaction is in the usual and regular course of business, is pursuant to court order, or is a sale pursuant to which all or a substantial portion of the net proceeds of the sale will be distributed to the shareholders within 1 year after the date of the sale.
(3) If a corporation’s status as a social purpose corporation is terminated pursuant to subsection (1) or subsection (2), shareholders of the corporation are entitled to appraisal rights under and pursuant to ss. 607.1301-607.1333.
History.—s. 11, ch. 2014-209.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 607 - Florida Business Corporation Act › Part II - Social Purpose Corporations (Ss. 607.501-607.513) › 607.506 - Corporate purpose.

607.506 Corporate purpose.—
(1) A social purpose corporation has the purpose of creating a public benefit. This purpose is in addition to its purpose under s. 607.0301.
(2) The articles of incorporation of a social purpose corporation may identify one or more specific public benefits as its purpose in addition to its purposes under subsection (1) and s. 607.0301. A social purpose corporation may amend its articles of incorporation to add, amend, or delete the identification of a specific public benefit purpose; however, the amendment must be adopted by the minimum status vote.
(3) The creation of a public benefit and a specific public benefit under subsections (1) and (2) is deemed to be in the best interest of the social purpose corporation.
(4) A professional corporation that is a social purpose corporation does not violate s. 621.08 by having as its purpose the creation of a public benefit or a specific public benefit.
History.—s. 12, ch. 2014-209.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 607 - Florida Business Corporation Act › Part II - Social Purpose Corporations (Ss. 607.501-607.513) › 607.507 - Standard of conduct for directors.

607.507 Standard of conduct for directors.—
(1) In discharging their duties and in considering the best interests of the social purpose corporation, the directors:
(a) Shall consider the effects of any action or inaction upon:
1. The shareholders of the social purpose corporation; and
2. The ability of the social purpose corporation to accomplish its public benefit or any specific public benefit purpose.
(b) May consider the effects of any action or inaction upon any of the following:
1. The employees and work force of the social purpose corporation, its subsidiaries, and its suppliers.
2. The interests of customers and suppliers as beneficiaries of the public benefit or specific public benefits of the social purpose corporation.
3. Community and societal factors, including those of each community in which offices or facilities of the social purpose corporation, its subsidiaries, or its suppliers are located.
4. The local and global environment.
5. The short-term and long-term interests of the social purpose corporation, including benefits that may accrue to the social purpose corporation from its long-term plans and the possibility that these interests may be best served by the continued independence of the social purpose corporation.
(c) May consider other pertinent factors or the interests of any other group that they deem appropriate.
(d) Are not required to give priority to the interests of a particular person or group referred to in paragraph (a), paragraph (b), or paragraph (c) unless the social purpose corporation states in its articles of incorporation its intention to give such priority.
(e) Are not required to give equal weight to the interests of any particular person or group referred to in paragraph (a), paragraph (b), or paragraph (c) unless the social purpose corporation has stated in its articles of incorporation its intention to give such equal weight.
(2) Except as provided in the articles of incorporation, a director is not personally liable for monetary damages to the corporation, or to any other person, for the failure of the social purpose corporation to pursue or create a public benefit or a specific public benefit. A director is subject to the duties specified in s. 607.0830.
(3) Except as provided in the articles of incorporation, a director does not have a duty to a person who is a beneficiary of the public benefit purpose or any one or more specific public benefit purposes of a social purpose corporation.
History.—s. 13, ch. 2014-209.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 607 - Florida Business Corporation Act › Part II - Social Purpose Corporations (Ss. 607.501-607.513) › 607.508 - Benefit director.

607.508 Benefit director.—
(1) If the articles of incorporation so provide, the board of directors of a social purpose corporation may include a director who is designated as the benefit director and, in addition to the powers, duties, rights, and immunities of the other directors of the social purpose corporation, has the powers, duties, rights, and immunities provided in this part.
(2) The benefit director shall be elected, and may be removed, in the manner provided by this chapter. Except as provided under subsection (5), the benefit director shall be independent and may serve as a benefit officer. The articles of incorporation or bylaws may prescribe additional qualifications of the benefit director.
(3) Unless the articles of incorporation or bylaws provide otherwise, the benefit director shall prepare, and the social purpose corporation shall include in the annual benefit report to shareholders required under s. 607.512, the opinion of the benefit director on the following:
(a) Whether the social purpose corporation in all material respects acted in accordance with its public benefit purpose and any specific public benefit purpose during the period covered by the report.
(b) Whether the directors and officers complied with ss. 607.507(1) and 607.509(1).
(c) Whether the social purpose corporation or its directors or officers failed to comply with paragraph (a) or s. 607.507(1) or s. 607.509(1), including a description of the ways in which the social purpose corporation or its directors or officers failed to comply.
(4) The action or inaction of an individual in his or her capacity as a benefit director shall constitute for all purposes an action or inaction of that individual in his or her capacity as a director of the social purpose corporation.
(5) The benefit director of a corporation formed under chapter 621 is not required to be independent.
History.—s. 14, ch. 2014-209.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 607 - Florida Business Corporation Act › Part II - Social Purpose Corporations (Ss. 607.501-607.513) › 607.509 - Standard of conduct for officers.

607.509 Standard of conduct for officers.—
(1) If an officer of a social purpose corporation reasonably believes that a matter may have a material effect on the ability of the corporation to create a public benefit or a specific public benefit identified in the articles of incorporation and the officer has discretion to act on the matter, the officer shall consider the interests and factors provided in s. 607.507(1).
(2) The officer’s consideration of interests and factors under subsection (1) does not constitute a violation of s. 607.0841.
(3) Except as provided in the articles of incorporation, an officer is not personally liable for monetary damages to the corporation or any other person for the failure of the social purpose corporation to pursue or create a public benefit or a specific public benefit; however, he or she is subject to s. 607.0841.
(4) Except as provided in the articles of incorporation, an officer does not have any duty to a person who is a beneficiary of the public benefit purpose or any specific public benefit purpose of a social purpose corporation arising from the status of the person as a beneficiary.
History.—s. 15, ch. 2014-209.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 607 - Florida Business Corporation Act › Part II - Social Purpose Corporations (Ss. 607.501-607.513) › 607.510 - Benefit officer.

607.510 Benefit officer.—
(1) A social purpose corporation may designate an officer as the benefit officer.
(2) The benefit officer has the powers and duties set forth in the bylaws or determined by the board of directors, which may include, but are not limited to:
(a) Powers and duties relating to the public benefit or a specific public benefit purpose of the corporation; and
(b) The duty to prepare the annual benefit report required under s. 607.512.
History.—s. 16, ch. 2014-209.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 607 - Florida Business Corporation Act › Part II - Social Purpose Corporations (Ss. 607.501-607.513) › 607.511 - Right of action.

607.511 Right of action.—
(1)(a) Except in a benefit enforcement proceeding, a person may not bring an action or assert a claim against a social purpose corporation or its directors or officers with respect to:
1. A failure to pursue or create a public benefit or a specific public benefit set forth in its articles of incorporation; or
2. A violation of an obligation, duty, or standard of conduct under this part.
(b) A social purpose corporation is not liable for monetary damages under this part for the failure of the social purpose corporation to pursue or create a public benefit or a specific public benefit.
(2) A benefit enforcement proceeding may be commenced or maintained only:
(a) Directly by the social purpose corporation; or
(b) Derivatively by:
1. A shareholder of record on the date of the action or inaction complained of in the benefit enforcement proceeding;
2. A director;
3. A person or group of persons that owns beneficially or of record 5 percent or more of the outstanding equity interests in an entity of which the social purpose corporation is a subsidiary on the date of the action or inaction complained of in the benefit enforcement proceeding; or
4. Any other person who is specified in the articles of incorporation or bylaws of the social purpose corporation.
History.—s. 17, ch. 2014-209.