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) › 607.1321 - Notice of intent to demand payment.

607.1321 Notice of intent to demand payment.—
(1) If a proposed corporate action requiring appraisal rights under s. 607.1302 is submitted to a vote at a shareholders’ meeting, a shareholder who wishes to assert appraisal rights with respect to any class or series of shares:
(a) Must have beneficially owned the shares of such class or series as of the record date for the shareholders’ meeting at which the proposed corporate action is to be submitted to a vote;
(b) Must deliver to the corporation before the vote is taken written notice of the shareholder’s intent, if the proposed corporate action is effectuated, to demand payment for all shares of such class or series beneficially owned by the shareholder as of the record date for the shareholders’ meeting at which the proposed corporate action is to be submitted to a vote; and
(c) Must not vote, or cause or permit to be voted, any shares of such class or series in favor of the proposed corporate action.
(2) If a proposed corporate action requiring appraisal rights under s. 607.1302 is to be approved by written consent, a shareholder who wishes to assert appraisal rights with respect to any class or series of shares:
(a) Must have beneficially owned the shares of such class or series as of the record date established for determining who is entitled to sign a written consent;
(b) Must assert such appraisal rights for all shares of such class or series beneficially owned by the shareholder as of the record date for determining who is entitled to sign the written consent; and
(c) Must not sign a consent in favor of the proposed corporate action with respect to that class or series of shares.
(3) If a proposed corporate action specified in s. 607.1302(1) does not require shareholder approval pursuant to s. 607.11035, a shareholder who wishes to assert appraisal rights with respect to any class or series of shares:
(a) Must have beneficially owned the shares of such class or series as of the date the offer to purchase is made pursuant to s. 607.11035;
(b) Must deliver to the corporation before the shares are purchased pursuant to the offer a written notice of the shareholder’s intent to demand payment if the proposed corporate action is effected for all shares of such class or series beneficially owned by the shareholder as of the date the offer to purchase is made pursuant to s. 607.11035; and
(c) Must not tender, or cause or permit to be tendered, any shares of such class or series in response to such offer.
(4) A shareholder who may otherwise be entitled to appraisal rights but does not satisfy the requirements of subsection (1), subsection (2), or subsection (3) is not entitled to payment under this chapter.
History.—s. 25, ch. 2003-283; s. 7, ch. 2004-378; s. 165, ch. 2019-90; s. 5, ch. 2021-13.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 607 - Florida Business Corporation Act › Part I - General Provisions (Ss. 607.0101-607.193) › 607.1322 - Appraisal notice and form.

607.1322 Appraisal notice and form.—
(1) If a proposed corporate action requiring appraisal rights under s. 607.1302(1) becomes effective, the corporation must deliver a written appraisal notice and form required by paragraph (2)(a) to all shareholders who satisfied the requirements of s. 607.1321(1), (2), or (3). In the case of a merger under s. 607.1104, the parent must deliver a written appraisal notice and form to all record shareholders who may be entitled to assert appraisal rights.
(2) The appraisal notice must be delivered no earlier than the date the corporate action became effective, and no later than 10 days after such date, and must:
(a) Supply a form that specifies the date that the corporate action became effective and that provides for the shareholder to state:
1. The shareholder’s name and address.
2. The number, classes, and series of shares as to which the shareholder asserts appraisal rights.
3. That the shareholder did not vote for or consent to the transaction.
4. Whether the shareholder accepts the corporation’s offer as stated in subparagraph (b)4.
5. If the offer is not accepted, the shareholder’s estimated fair value of the shares and a demand for payment of the shareholder’s estimated value plus accrued interest, if and to the extent applicable.
(b) State:
1. Where the form must be sent and where certificates for certificated shares must be deposited and the date by which those certificates must be deposited, which date may not be earlier than the date by which the corporation must receive the required form under subparagraph 2.
2. A date by which the corporation must receive the form, which date may not be fewer than 40 nor more than 60 days after the date the subsection (1) appraisal notice and form are sent, and state that the shareholder shall have waived the right to demand appraisal with respect to the shares unless the form is received by the corporation by such specified date.
3. The corporation’s estimate of the fair value of the shares.
4. An offer to each shareholder who is entitled to appraisal rights to pay the corporation’s estimate of fair value set forth in subparagraph 3.
5. That, if requested in writing, the corporation will provide to the shareholder so requesting, within 10 days after the date specified in subparagraph 2., the number of shareholders who return the forms by the specified date and the total number of shares owned by them.
6. The date by which the notice to withdraw under s. 607.1323 must be received, which date must be within 20 days after the date specified in subparagraph 2.
(c) If not previously provided, be accompanied by a copy of ss. 607.1301-607.1340.
History.—s. 26, ch. 2003-283; s. 166, ch. 2019-90; s. 6, ch. 2021-13.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 607 - Florida Business Corporation Act › Part I - General Provisions (Ss. 607.0101-607.193) › 607.1323 - Perfection of rights; right to withdraw.

607.1323 Perfection of rights; right to withdraw.—
(1) A shareholder who receives notice pursuant to s. 607.1322 and who wishes to exercise appraisal rights must sign and return the form received pursuant to s. 607.1322(1) and, in the case of certificated shares, deposit the shareholder’s certificates in accordance with the terms of the notice by the date referred to in the notice pursuant to s. 607.1322(2)(b)2. Once a shareholder deposits that shareholder’s certificates or, in the case of uncertificated shares, returns the signed forms, that shareholder loses all rights as a shareholder, unless the shareholder withdraws pursuant to subsection (2).
(2) A shareholder who has complied with subsection (1) may nevertheless decline to exercise appraisal rights and withdraw from the appraisal process by so notifying the corporation in writing by the date set forth in the appraisal notice pursuant to s. 607.1322(2)(b)6. A shareholder who fails to so withdraw from the appraisal process may not thereafter withdraw without the corporation’s written consent.
(3) A shareholder who does not sign and return the form and, in the case of certificated shares, deposit that shareholder’s share certificates if required, each by the date set forth in the notice described in s. 607.1322(2), shall not be entitled to payment under ss. 607.1301-607.1340.
History.—s. 27, ch. 2003-283; s. 167, 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) › 607.1324 - Shareholder’s acceptance of corporation’s offer.

607.1324 Shareholder’s acceptance of corporation’s offer.—
(1) If the shareholder states on the form provided in s. 607.1322(1) that the shareholder accepts the offer of the corporation to pay the corporation’s estimated fair value for the shares, the corporation shall make such payment to the shareholder within 90 days after the corporation’s receipt of the form from the shareholder.
(2) Upon payment of the agreed value, the shareholder shall cease to have any right to receive any further consideration with respect to such shares.
History.—s. 28, ch. 2003-283; s. 168, 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) › 607.1331 - Court costs and counsel fees.

607.1331 Court costs and counsel fees.—
(1) The court in an appraisal proceeding shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the costs against the corporation, except that the court may assess costs against all or some of the shareholders demanding appraisal, in amounts the court finds equitable, to the extent the court finds such shareholders acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this chapter.
(2) The court in an appraisal proceeding may also assess the fees and expenses of counsel and experts for the respective parties, in amounts the court finds equitable:
(a) Against the corporation and in favor of any or all shareholders demanding appraisal if the court finds the corporation did not substantially comply with ss. 607.1320 and 607.1322; or
(b) Against either the corporation or a shareholder demanding appraisal, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this chapter.
(3) If the court in an appraisal proceeding finds that the services of counsel for any shareholder were of substantial benefit to other shareholders similarly situated, and that the fees for those services should not be assessed against the corporation, the court may award to such counsel reasonable fees to be paid out of the amounts awarded the shareholders who were benefited.
(4) To the extent the corporation fails to make a required payment pursuant to s. 607.1324, the shareholder may sue directly for the amount owed and, to the extent successful, shall be entitled to recover from the corporation all costs and expenses of the suit, including attorney fees.
History.—s. 30, ch. 2003-283; s. 98, ch. 2004-5; s. 171, 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) › 607.1332 - Disposition of acquired shares.

607.1332 Disposition of acquired shares.—Shares acquired by a corporation pursuant to payment of the agreed value thereof or pursuant to payment of the judgment entered therefor, as provided in this chapter, may be held and disposed of by such corporation as authorized but unissued shares of the corporation, except that, in the case of a merger or share exchange, they may be held and disposed of as the plan of merger or share exchange otherwise provides. The shares of the survivor into which the shares of such shareholders demanding appraisal rights would have been converted had they assented to the merger shall have the status of authorized but unissued shares of the survivor.
History.—s. 31, ch. 2003-283; s. 172, 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) › 607.1333 - Limitation on corporate payment.

607.1333 Limitation on corporate payment.—
(1) No payment shall be made to a shareholder seeking appraisal rights if, at the time of payment, the corporation is unable to meet the distribution standards of s. 607.06401. In such event, the shareholder shall, at the shareholder’s option:
(a) Withdraw his, her, or its notice of intent to assert appraisal rights, which shall in such event be deemed withdrawn with the consent of the corporation; or
(b) Retain his, her, or its status as a claimant against the corporation and, if it is liquidated, be subordinated to the rights of creditors of the corporation, but have rights superior to the shareholders not asserting appraisal rights, and if the corporation is not liquidated, retain his, her, or its right to be paid for the shares, which right the corporation shall be obliged to satisfy when the restrictions of this section do not apply.
(2) The shareholder shall exercise the option under paragraph (1)(a) or paragraph (1)(b) by written notice filed with the corporation within 30 days after the corporation has given written notice that the payment for shares cannot be made because of the restrictions of this section. If the shareholder fails to exercise the option, the shareholder shall be deemed to have withdrawn his or her notice of intent to assert appraisal rights.
History.—s. 32, ch. 2003-283; s. 173, ch. 2019-90; s. 45, 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) › 607.1340 - Other remedies limited.

607.1340 Other remedies limited.—
(1) A shareholder entitled to appraisal rights under this chapter may not challenge a completed corporate action for which appraisal rights are available unless such corporate action was either:
(a) Not authorized and approved in accordance with the applicable provisions of this chapter; or
(b) Procured as a result of fraud, a material misrepresentation, or an omission of a material fact necessary to make statements made, in light of the circumstances in which they were made, not misleading.
(2) Nothing in this section operates to override or supersede the provisions of s. 607.0832.
History.—s. 174, ch. 2019-90; s. 46, 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) › 607.1401 - Dissolution by incorporators or directors.

607.1401 Dissolution by incorporators or directors.—If a corporation has not yet issued shares, its board of directors, or a majority of incorporators if it has no board of directors, may dissolve the corporation by delivering to the department for filing articles of dissolution that must set forth:
(1) The name of the corporation;
(2) The date of its incorporation;
(3) That none of the corporation’s shares have been issued;
(4) That no debt of the corporation remains unpaid;
(5) That the net assets of the corporation remaining after winding up, if any, have been distributed; and
(6) That a majority of the incorporators or directors authorized the dissolution.
History.—s. 121, ch. 89-154; s. 175, 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) › 607.1402 - Dissolution by board of directors and shareholders; dissolution by written consent of shareholders.

607.1402 Dissolution by board of directors and shareholders; dissolution by written consent of shareholders.—
(1) A corporation’s board of directors may propose dissolution for submission to the shareholders by first adopting a resolution authorizing the dissolution.
(2)(a) For a proposal to dissolve to be adopted, it must be approved by the shareholders pursuant to subsection (5).
(b) In submitting the proposal to dissolve to the shareholders for approval, the board of directors must recommend that the shareholders approve the dissolution, unless:
1. The board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation; or
2. Section 607.0826 applies.
(c) If either subparagraph (b)1. or subparagraph (b)2. applies, the board must inform the shareholders of the basis for its so proceeding without such recommendation.
(3) The board of directors may set conditions for the approval of the proposal for dissolution by shareholders or for the effectiveness of the dissolution.
(4) If the approval of the shareholders is to be given at a meeting, the corporation shall notify, in accordance with s. 607.0705, each shareholder, regardless of whether entitled to vote, of the meeting of shareholders at which the dissolution is to be submitted for approval. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation.
(5) Unless the articles of incorporation or the board of directors (acting pursuant to subsection (3)) require a greater vote or a vote by voting groups, the proposal to dissolve to be adopted must be approved by a majority of all the votes entitled to be cast on the proposal to dissolve.
(6) Alternatively, without action of the board of directors, action to dissolve a corporation may be taken by the written consent of the shareholders pursuant to s. 607.0704.
History.—s. 122, ch. 89-154; s. 176, 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) › 607.1403 - Articles of dissolution.

607.1403 Articles of dissolution.—
(1) At any time after dissolution is authorized, the corporation may dissolve by delivering to the department for filing articles of dissolution which must be signed in accordance with s. 607.0120 and which must set forth:
(a) The name of the corporation;
(b) The date dissolution was authorized;
(c) If dissolution was approved by the shareholders, a statement that the proposal to dissolve was duly approved by the shareholders in the manner required by this chapter and by the articles of incorporation.
(2) The articles of dissolution shall take effect at the effective date determined pursuant to s. 607.0123. A corporation is dissolved upon the effective date of its articles of dissolution.
(3) For purposes of ss. 607.1401-607.1410, the term “dissolved corporation” means a corporation whose articles of dissolution have become effective and includes a successor entity. Further, for the purposes of this subsection, the term “successor entity” includes a trust, receivership, or other legal entity governed by the laws of this state to which the remaining assets and liabilities of a dissolved corporation are transferred and which exists solely for the purposes of prosecuting and defending suits by or against the dissolved corporation, thereby enabling the dissolved corporation to settle and close the business of the dissolved corporation, to dispose of and convey the property of the dissolved corporation, to discharge the liabilities of the dissolved corporation, and to distribute to the dissolved corporation’s shareholders any remaining assets, but not for the purpose of continuing the activities and affairs for which the dissolved corporation was organized.
History.—s. 123, ch. 89-154; s. 33, ch. 2003-283; s. 177, ch. 2019-90; s. 47, 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) › 607.1404 - Revocation of dissolution.

607.1404 Revocation of dissolution.—
(1) A corporation may revoke its dissolution at any time prior to the expiration of 120 days following the effective date of the articles of dissolution.
(2) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without shareholder action.
(3) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the department, within the 120-day period following the effective date of the articles of dissolution, for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth:
(a) The name of the corporation;
(b) The effective date of the dissolution that was revoked;
(c) The date that the revocation of dissolution was authorized;
(d) If the corporation’s board of directors or incorporators revoked the dissolution, a statement to that effect;
(e) If the corporation’s board of directors revoked a dissolution authorized by the shareholders, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and
(f) If shareholder action was required to revoke the dissolution, a statement that the revocation was authorized by the shareholders in the manner required by this chapter and by the articles of incorporation.
(4) Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution.
(5) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its business as if dissolution had never occurred.
History.—s. 124, ch. 89-154; s. 178, 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) › 607.1408 - Claims against dissolved corporations; enforcement.

607.1408 Claims against dissolved corporations; enforcement.—A claim that is not barred by s. 607.1406(4), by s. 607.1407(2), or by another statute limiting actions may be enforced:
(1) Against the dissolved corporation, to the extent of its undistributed assets; or
(2) Except as provided in s. 607.1409(4), if the assets have been distributed in liquidation, against a shareholder of the dissolved corporation to the extent of the shareholder’s pro rata share of the claim or the corporate assets distributed to the shareholder in liquidation, whichever is less, provided that the aggregate liability of any shareholder of a dissolved corporation arising under s. 607.1406, under s. 607.1407, or otherwise may not exceed the total amount of assets distributed to the shareholder in dissolution.
History.—s. 182, 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) › 607.1409 - Court proceedings.

607.1409 Court proceedings.—
(1) A dissolved corporation that has filed a notice under s. 607.1407(1)(a) or published a notice under s. 607.1407(1)(b) may file an application with the circuit court in the applicable county for a determination of the amount and form of security to be provided for payment of claims that are contingent or have not been made known to the dissolved corporation or that are based on an event occurring after the effective date of dissolution but that, based on the facts known to the dissolved corporation, are reasonably estimated to arise after the effective date of dissolution. Provision need not be made for any claim that is or is reasonably anticipated to be barred under s. 607.1407(2).
(2) Within 10 days after the filing of the application under subsection (1), notice of the proceeding shall be given by the dissolved corporation to each claimant holding a contingent claim whose identity and contingent claim is known to the dissolved corporation. Such notice shall be accompanied by a copy of ss. 607.1405-607.1410.
(3) In any proceeding under this section, the court may appoint a guardian ad litem to represent all claimants whose identities are unknown. The reasonable fees and expenses of such guardian, including all reasonable expert witness fees, shall be paid by the dissolved corporation.
(4) Provision by the dissolved corporation for security in the amount and the form ordered by the court under subsection (1) shall satisfy the dissolved corporation’s obligations with respect to claims that are contingent, have not been made known to the dissolved corporation, or are based on an event occurring after the effective date of dissolution, and such claims may not be enforced against a shareholder who received assets in liquidation.
History.—s. 183, 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) › 607.1410 - Director duties.

607.1410 Director duties.—
(1) Directors shall cause the dissolved corporation to discharge or make reasonable provision for the payment of claims and make distributions in liquidation of assets to shareholders after payment or provision for claims.
(2) Directors of a dissolved corporation that has disposed of claims under s. 607.1406, s. 607.1407, or s. 607.1409 are not liable to any claimant or shareholder for a breach of subsection (1) with respect to claims against the dissolved corporation that are barred or satisfied in accordance with s. 607.1406, s. 607.1407, or s. 607.1409.
History.—s. 184, 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) › 607.1423 - Judicial review of denial of reinstatement.

607.1423 Judicial review of denial of reinstatement.—
(1) If the department denies a corporation’s application for reinstatement after administrative dissolution, the department must serve the corporation under s. 607.0504(1) with a written notice that explains the reason or reasons for denial.
(2) Within 30 days after service of a notice of denial of reinstatement, a corporation may appeal the denial by petitioning the Circuit Court of Leon County to set aside the dissolution. The petition must be served on the department and contain a copy of the department’s notice of administrative dissolution, the corporation’s application for reinstatement, and the department’s notice of denial.
(3) The court may order the department to reinstate the dissolved corporation or take other action the court considers appropriate.
(4) The court’s final decision may be appealed as in other civil proceedings.
History.—s. 130, ch. 89-154; s. 264, ch. 96-410; s. 188, ch. 2019-90; s. 24, 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) › 607.1431 - Procedure for judicial dissolution.

607.1431 Procedure for judicial dissolution.—
(1) Venue for a proceeding brought under s. 607.1430 lies in the circuit court in the applicable county.
(2) It is not necessary to make shareholders parties to a proceeding to dissolve a corporation unless relief is sought against them individually.
(3) A court in a proceeding brought under s. 607.1430 may issue injunctions, appoint a receiver or custodian during the proceeding with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, and carry on the business of the corporation until a full hearing can be held.
(4) Within 30 days of the commencement of a proceeding under s. 607.1430(1)(b), the corporation shall deliver to all shareholders, other than the petitioner, a notice stating that the shareholders are entitled to avoid the dissolution of the corporation by electing to purchase the petitioner’s shares under s. 607.1436 and accompanied by a copy of s. 607.1436.
(5) If the court determines that any party has commenced, continued, or participated in a proceeding under s. 607.1430 and has acted arbitrarily, frivolously, vexatiously, or not in good faith, the court may, in its discretion, award attorney fees and other reasonable expenses to the other parties to the proceeding who have been affected adversely by such actions.
History.—s. 132, ch. 89-154; s. 8, ch. 94-327; s. 190, ch. 2019-90; s. 51, 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) › 607.1432 - Receivership or custodianship.

607.1432 Receivership or custodianship.—
(1) A court in a judicial proceeding brought under s. 607.1430 may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the business and affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the corporation and all of its property wherever located.
(2) The court may appoint a natural person or an eligible entity authorized to act as a receiver or custodian. The eligible entity may be a domestic eligible entity or a foreign eligible entity authorized to transact business in this state. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs.
(3) The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended from time to time. Among other powers:
(a) The receiver:
1. May dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court; and
2. May sue and defend in his, her, or its own name as receiver of the corporation in all courts of this state.
(b) The custodian may exercise all of the powers of the corporation, through or in place of its board of directors or officers, to the extent necessary to manage the affairs of the corporation in the best interests of its shareholders and creditors.
(4) The court during a receivership may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver, if doing so is determined by the court to be in the best interests of the corporation and its shareholders and creditors.
(5) The court from time to time during the receivership or custodianship may order compensation paid and expense disbursements or reimbursements made to any receiver or custodian and his, her, or its counsel from the assets of the corporation or proceeds from the sale of the assets.
(6) The court has jurisdiction to appoint an ancillary receiver for the assets and business of a corporation. The ancillary receiver shall serve ancillary to a receiver located in any other state, whenever the court deems that circumstances exist requiring the appointment of such a receiver. The court may appoint such an ancillary receiver for a foreign corporation even though no receiver has been appointed elsewhere. Such receivership shall be converted into an ancillary receivership when an order entered by a court of competent jurisdiction in the other state provides for a receivership of the corporation.
History.—s. 133, ch. 89-154; s. 35, ch. 97-102; s. 191, ch. 2019-90; s. 52, 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) › 607.1433 - Judgment of dissolution.

607.1433 Judgment of dissolution.—
(1) If after a hearing in a proceeding under s. 607.1430 the court determines that one or more grounds for judicial dissolution described in s. 607.1430 exist, it may enter a judgment dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the judgment to the department, which shall file it.
(2) After entering the judgment of dissolution, the court shall direct the winding up and liquidation of the corporation’s business and affairs in accordance with s. 607.1405 and the notification of claimants in accordance with ss. 607.1406 and 607.1407, subject to the provisions of subsection (3).
(3) In a proceeding for judicial dissolution, the court may require all creditors of the corporation to file with the clerk of the court or with the receiver, in such form as the court may prescribe, proofs under oath of their respective claims. If the court requires the filing of claims, it shall fix a date, which shall be not less than 4 months from the date of the order, as the last day for filing of claims. The court shall prescribe the method by which such notice of the deadline for filing claims shall be given to creditors and claimants. Prior to the date so fixed, the court may extend the time for the filing of claims by court order. Creditors and claimants failing to file proofs of claim on or before the date so fixed shall be barred from participating in the distribution of the assets of the corporation. Nothing in this section affects the enforceability of any recorded mortgage or lien or the perfected security interest or rights of a person in possession of real or personal property.
History.—s. 134, ch. 89-154; s. 158, ch. 90-179; s. 38, ch. 93-281; s. 192, 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) › 607.1434 - Alternative remedies to judicial dissolution.

607.1434 Alternative remedies to judicial dissolution.—
(1) In a proceeding under s. 607.1430, the court may, as an alternative to directing the dissolution of the corporation and upon a showing of sufficient merit to warrant such remedy:
(a) Appoint a receiver or custodian during the proceeding as provided in s. 607.1432;
(b) Appoint a provisional director as provided in s. 607.1435;
(c) Order a purchase of the petitioning shareholder’s shares pursuant to s. 607.1436; or
(d) Make any order or grant any equitable relief other than dissolution as in its discretion it may deem appropriate.
(2) Alternative remedies, such as the appointment of a receiver or custodian, may also be ordered in the discretion of the court, upon a showing of sufficient merit to warrant such remedy, in advance of directing the dissolution of the corporation or, after a judgment of dissolution is entered, to assist in facilitating the winding up of the corporation.
History.—s. 9, ch. 94-327; s. 193, 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) › 607.1435 - Provisional director.

607.1435 Provisional director.—
(1) In a proceeding under s. 607.1430, a provisional director may be appointed in the discretion of the court if it appears that such action by the court will remedy the grounds alleged by the complaining shareholder to support the jurisdiction of the court under s. 607.1430. A provisional director may be appointed notwithstanding the absence of a vacancy on the board of directors, and such director shall have all the rights and powers of a duly elected director, including the right to notice of and to vote at meetings of directors, until such time as the provisional director is removed by order of the court or, unless otherwise ordered by a court, removed by a vote of the shareholders sufficient either to elect a majority of the board of directors or, if greater than majority voting is required by the articles of incorporation or the bylaws, to elect the requisite number of directors needed to take action. A provisional director shall be an impartial person who is neither a shareholder nor a creditor of the corporation or of any subsidiary or affiliate of the corporation, and whose further qualifications, if any, may be determined by the court.
(2) A provisional director shall report from time to time to the court concerning the matter complained of, or the status of the deadlock, if any, and of the status of the corporation’s business, as the court shall direct. No provisional director shall be liable for any action taken or decision made, except as directors may be liable under s. 607.0831. In addition, the provisional director shall submit to the court, if so directed, recommendations as to the appropriate disposition of the action. Whenever a provisional director is appointed, any officer or director of the corporation may, from time to time, petition the court for instructions clarifying the duties and responsibilities of such officer or director.
(3) In any proceeding under which a provisional director is appointed pursuant to this section, the court shall allow reasonable compensation to the provisional director for services rendered and reimbursement or direct payment of reasonable costs and expenses, which amounts shall be paid by the corporation.
History.—s. 10, ch. 94-327; s. 194, 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) › 607.14401 - Deposit with Department of Financial Services.

607.14401 Deposit with Department of Financial Services.—Assets of a dissolved corporation that should be transferred to a creditor, claimant, or shareholder of the corporation who cannot be found or who is not competent to receive them shall be reduced to cash and deposited with the Department of Financial Services for safekeeping. When the creditor, claimant, or shareholder furnishes satisfactory proof of entitlement to the amount deposited, the Department of Financial Services shall pay such person or his, her, or its representative that amount.
History.—s. 135, ch. 89-154; s. 159, ch. 90-179; s. 37, ch. 97-102; s. 746, ch. 2003-261; s. 196, ch. 2019-90; s. 53, ch. 2020-32.
Note.—Former s. 607.1440.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 607 - Florida Business Corporation Act › Part I - General Provisions (Ss. 607.0101-607.193) › 607.1501 - Authority of foreign corporation to transact business required; activities not constituting transacting business.

607.1501 Authority of foreign corporation to transact business required; activities not constituting transacting business.—
(1) A foreign corporation may not transact business in this state until it obtains a certificate of authority from the department.
(2) The following activities, among others, do not constitute transacting business within the meaning of subsection (1):
(a) Maintaining, defending, mediating, arbitrating, or settling any proceeding.
(b) Carrying on any activity concerning the internal affairs of the foreign corporation, including holding meetings of its shareholders or board of directors.
(c) Maintaining accounts in financial institutions.
(d) Maintaining offices or agencies for the transfer, exchange, and registration of securities of the foreign corporation or maintaining trustees or depositaries with respect to those securities.
(e) Selling through independent contractors.
(f) Soliciting or obtaining orders, whether by mail or through employees, agents, or otherwise, if the orders require acceptance outside this state before they become contracts.
(g) Creating or acquiring indebtedness, mortgages, or security interests in real or personal property.
(h) Securing or collecting debts or enforcing mortgages or security interests in property securing the debts, or holding, protecting, or maintaining property so acquired.
(i) Transacting business in interstate commerce.
(j) Conducting an isolated transaction that is completed within 30 days and that is not one in the course of repeated transactions of a like nature.
(k) Owning and controlling a subsidiary corporation incorporated in or limited liability company formed in, or transacting business within, this state; or voting the shares of any such subsidiary corporation or voting the membership interests of any such limited liability company, which it has lawfully acquired.
(l) Owning a limited partnership interest in a limited partnership that is transacting business within this state, unless the limited partner manages or controls the partnership or exercises the powers and duties of a general partner.
(m) Owning, protecting, and maintaining, without more, real or personal property.
(3) The list of activities in subsection (2) is not an exhaustive list of activities that do not constitute transacting business within the meaning of subsection (1).
(4) This section does not apply in determining the contacts or activities that may subject a foreign corporation to service of process, taxation, or regulation under the law of this state other than this chapter.
History.—s. 136, ch. 89-154; s. 197, ch. 2019-90; s. 54, 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) › 607.15015 - Governing law.

607.15015 Governing law.—
(1) The law of the state or other jurisdiction under which a foreign corporation exists governs:
(a) The organization and internal affairs of the foreign corporation; and
(b) The interest holder liability of its shareholders.
(2) A foreign corporation may not be denied a certificate of authority by reason of a difference between the laws of its jurisdiction of formation and the laws of this state.
(3) A certificate of authority does not authorize a foreign corporation to engage in any business or exercise any power that a corporation may not engage in or exercise in this state.
History.—s. 198, 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) › 607.1503 - Application for certificate of authority.

607.1503 Application for certificate of authority.—
(1) A foreign corporation may apply for a certificate of authority to transact business in this state by delivering an application to the department for filing. Such application shall be made on forms prescribed by the department. The application must contain the following:
(a) The name of the foreign corporation and, if the name does not comply with s. 607.0401, an alternate name adopted pursuant to s. 607.1506.
(b) The name of the foreign corporation’s jurisdiction of incorporation.
(c) Its date of incorporation and period of duration.
(d) The principal office and mailing address of the foreign corporation.
(e) The name and street address in this state of, and the written acceptance by, the foreign corporation’s initial registered agent in this state.
(f) The names and usual business addresses of its current directors and officers.
(g) Additional information as may be necessary or appropriate in order to enable the department to determine whether the foreign corporation is entitled to file an application for certificate of authority to transact business in this state and to determine and assess the fees payable as prescribed in this chapter.
(2) The foreign corporation shall deliver with a completed application under subsection (1) a certificate of existence or a record of similar import, duly authenticated not more than 90 days prior to delivery of the application to the department, signed by the official having custody of the foreign corporation’s publicly filed records in its jurisdiction of incorporation. A translation of the certificate, under oath of the translator, must be attached to a certificate which is in a language other than the English language.
History.—s. 138, ch. 89-154; s. 37, ch. 2003-283; s. 200, ch. 2019-90; s. 56, 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) › 607.1504 - Amended certificate of authority.

607.1504 Amended certificate of authority.—
(1) A foreign corporation authorized to transact business in this state shall deliver for filing an amendment to its certificate of authority to reflect a change in any of the following:
(a) Its name on the records of the department.
(b) The jurisdiction of its incorporation.
(c) The name and street address in this state of the foreign corporation’s registered agent in this state, unless the change was timely made in accordance with s. 607.1508 or s. 607.15091.
(2) The amendment must be filed within 90 days after the occurrence of a change described in subsection (1), must be signed by an officer of the foreign corporation, and must state the following:
(a) The name of the foreign corporation as it appears on the records of the department.
(b) The jurisdiction of its incorporation.
(c) The date the foreign corporation was authorized to transact business in this state.
(d) If the name of the foreign corporation has been changed, the name relinquished and its new name.
(e) If the amendment changes its period of duration, a statement of such change.
(f) If the amendment changes the jurisdiction of incorporation of the foreign corporation, a statement of that change.
(3) The requirements of s. 607.1503 for obtaining an original certificate of authority apply to obtaining an amended certificate under this section unless the official having custody of the foreign corporation’s publicly filed records in its jurisdiction of incorporation did not require an amendment to effectuate the change on its records.
(4) Subject to subsection (3), a foreign corporation authorized to transact business in this state may make application to the department to obtain an amended certificate of authority to add, remove, or change the name, title, capacity, or address of an officer or director of the foreign corporation.
History.—s. 139, ch. 89-154; s. 160, ch. 90-179; s. 38, ch. 2003-283; s. 201, ch. 2019-90; s. 57, 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) › 607.1505 - Effect of a certificate of authority.

607.1505 Effect of a certificate of authority.—
(1) Unless the department determines that an application for a certificate of authority of a foreign corporation to transact business in this state does not comply with the filing requirements of this chapter, the department shall, upon payment of all filing fees, authorize the foreign corporation to transact business in this state and file the application for certificate of authority.
(2) The filing by the department of an application for a certificate of authority means that the foreign corporation that filed the application to transact business in this state has obtained a certificate of authority to transact business in this state and is authorized to transact business in this state, subject, however, to the right of the department to suspend or revoke the certificate of authority as provided in this chapter.
History.—s. 140, ch. 89-154; s. 202, ch. 2019-90; s. 58, ch. 2020-32.