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2018 Florida Statutes
Title XXXVI - Business Organizations
Chapter 607 - Florida Business Corporation Act
Part I - General Provisions (Ss. 607.0101-607.193)
- 607.0101 - Short title.
- 607.0102 - Reservation of power to amend or repeal.
- 607.0120 - Filing requirements.
- 607.0121 - Forms.
- 607.0122 - Fees for filing documents and issuing certificates.
- 607.0123 - Effective time and date of document.
- 607.0124 - Correcting filed document.
- 607.0125 - Filing duties of Department of State.
- 607.0126 - Appeal from Department of State’s refusal to file document.
- 607.0127 - Evidentiary effect of copy of filed document.
- 607.0128 - Certificate of status.
- 607.0130 - Powers of Department of State.
- 607.01401 - Definitions.
- 607.0141 - Notice.
- 607.0201 - Incorporators.
- 607.0202 - Articles of incorporation; content.
- 607.0203 - Incorporation.
- 607.0204 - Liability for preincorporation transactions.
- 607.0205 - Organizational meeting of directors.
- 607.0206 - Bylaws.
- 607.0207 - Emergency bylaws.
- 607.0301 - Purposes and application.
- 607.0302 - General powers.
- 607.0303 - Emergency powers.
- 607.0304 - Ultra vires.
- 607.0401 - Corporate name.
- 607.0403 - Registered name; application; renewal; revocation.
- 607.0501 - Registered office and registered agent.
- 607.0502 - Change of registered office or registered agent; resignation of registered agent.
- 607.0504 - Service of process, notice, or demand on a corporation.
- 607.0505 - Registered agent; duties.
- 607.0601 - Authorized shares.
- 607.0602 - Terms of class or series determined by board of directors.
- 607.0603 - Issued and outstanding shares.
- 607.0604 - Fractional shares.
- 607.0620 - Subscriptions for shares.
- 607.0621 - Issuance of shares.
- 607.0622 - Liability for shares issued before payment.
- 607.0623 - Share dividends.
- 607.0624 - Share options.
- 607.0625 - Form and content of certificates.
- 607.0626 - Shares without certificates.
- 607.0627 - Restriction on transfer of shares and other securities.
- 607.0628 - Expenses of issue.
- 607.0630 - Shareholders’ preemptive rights.
- 607.0631 - Corporation’s acquisition of its own shares.
- 607.06401 - Distributions to shareholders.
- 607.0701 - Annual meeting.
- 607.0702 - Special meeting.
- 607.0703 - Court-ordered meeting.
- 607.0704 - Action by shareholders without a meeting.
- 607.0705 - Notice of meeting.
- 607.0706 - Waiver of notice.
- 607.0707 - Record date.
- 607.0720 - Shareholders’ list for meeting.
- 607.0721 - Voting entitlement of shares.
- 607.0722 - Proxies.
- 607.0723 - Shares held by nominees.
- 607.0724 - Corporation’s acceptance of votes.
- 607.0725 - Quorum and voting requirements for voting groups.
- 607.0726 - Action by single and multiple voting groups.
- 607.0728 - Voting for directors; cumulative voting.
- 607.0730 - Voting trusts.
- 607.0731 - Shareholders’ agreements.
- 607.0732 - Shareholder agreements.
- 607.07401 - Shareholders’ derivative actions.
- 607.0801 - Requirement for and duties of board of directors.
- 607.0802 - Qualifications of directors.
- 607.0803 - Number of directors.
- 607.0804 - Election of directors by certain voting groups.
- 607.0805 - Terms of directors generally.
- 607.0806 - Staggered terms for directors.
- 607.0807 - Resignation of directors.
- 607.0808 - Removal of directors by shareholders.
- 607.0809 - Vacancy on board.
- 607.08101 - Compensation of directors.
- 607.0820 - Meetings.
- 607.0821 - Action by directors without a meeting.
- 607.0822 - Notice of meetings.
- 607.0823 - Waiver of notice.
- 607.0824 - Quorum and voting.
- 607.0825 - Committees.
- 607.0830 - General standards for directors.
- 607.0831 - Liability of directors.
- 607.0832 - Director conflicts of interest.
- 607.0833 - Loans to officers, directors, and employees; guaranty of obligations.
- 607.0834 - Liability for unlawful distributions.
- 607.08401 - Required officers.
- 607.0841 - Duties of officers.
- 607.0842 - Resignation and removal of officers.
- 607.0843 - Contract rights of officers.
- 607.0850 - Indemnification of officers, directors, employees, and agents.
- 607.0901 - Affiliated transactions.
- 607.0902 - Control-share acquisitions.
- 607.1001 - Authority to amend the articles of incorporation.
- 607.1002 - Amendment by board of directors.
- 607.10025 - Shares; combination or division.
- 607.1003 - Amendment by board of directors and shareholders.
- 607.1004 - Voting on amendments by voting groups.
- 607.1005 - Amendment before issuance of shares.
- 607.1006 - Articles of amendment.
- 607.1007 - Restated articles of incorporation.
- 607.1008 - Amendment pursuant to reorganization.
- 607.1009 - Effect of amendment.
- 607.1020 - Amendment of bylaws by board of directors or shareholders.
- 607.1021 - Bylaw increasing quorum or voting requirements for shareholders.
- 607.1022 - Bylaw increasing quorum or voting requirements for directors.
- 607.1101 - Merger.
- 607.1102 - Share exchange.
- 607.1103 - Action on plan.
- 607.1104 - Merger of subsidiary corporation.
- 607.11045 - Holding company formation by merger by certain corporations.
- 607.1105 - Articles of merger or share exchange.
- 607.1106 - Effect of merger or share exchange.
- 607.1107 - Merger or share exchange with foreign corporations.
- 607.1108 - Merger of domestic corporation and other business entity.
- 607.1109 - Articles of merger.
- 607.11101 - Effect of merger of domestic corporation and other business entity.
- 607.1112 - Conversion of domestic corporation into another business entity.
- 607.1113 - Certificate of conversion.
- 607.1114 - Effect of conversion of domestic corporation into another business entity.
- 607.1115 - Conversion of another business entity to a domestic corporation.
- 607.1201 - Sale of assets in regular course of business and mortgage of assets.
- 607.1202 - Sale of assets other than in regular course of business.
- 607.1301 - Appraisal rights; definitions.
- 607.1302 - Right of shareholders to appraisal.
- 607.1303 - Assertion of rights by nominees and beneficial owners.
- 607.1320 - Notice of appraisal rights.
- 607.1321 - Notice of intent to demand payment.
- 607.1322 - Appraisal notice and form.
- 607.1323 - Perfection of rights; right to withdraw.
- 607.1324 - Shareholder’s acceptance of corporation’s offer.
- 607.1326 - Procedure if shareholder is dissatisfied with offer.
- 607.1330 - Court action.
- 607.1331 - Court costs and counsel fees.
- 607.1332 - Disposition of acquired shares.
- 607.1333 - Limitation on corporate payment.
- 607.1401 - Dissolution by incorporators or directors.
- 607.1402 - Dissolution by board of directors and shareholders; dissolution by written consent of shareholders.
- 607.1403 - Articles of dissolution.
- 607.1404 - Revocation of dissolution.
- 607.1405 - Effect of dissolution.
- 607.1406 - Known claims against dissolved corporation.
- 607.1407 - Unknown claims against dissolved corporation.
- 607.1420 - Grounds for administrative dissolution.
- 607.1421 - Procedure for and effect of administrative dissolution.
- 607.1422 - Reinstatement following administrative dissolution.
- 607.1423 - Appeal from denial of reinstatement.
- 607.1430 - Grounds for judicial dissolution.
- 607.1431 - Procedure for judicial dissolution.
- 607.1432 - Receivership or custodianship.
- 607.1433 - Judgment of dissolution.
- 607.1434 - Alternative remedies to judicial dissolution.
- 607.1435 - Provisional director.
- 607.1436 - Election to purchase instead of dissolution.
- 607.14401 - Deposit with Department of Financial Services.
- 607.1501 - Authority of foreign corporation to transact business required.
- 607.1502 - Consequences of transacting business without authority.
- 607.1503 - Application for certificate of authority.
- 607.1504 - Amended certificate of authority.
- 607.1505 - Effect of certificate of authority.
- 607.1506 - Corporate name of foreign corporation.
- 607.1507 - Registered office and registered agent of foreign corporation.
- 607.1508 - Change of registered office and registered agent of foreign corporation.
- 607.1509 - Resignation of registered agent of foreign corporation.
- 607.15101 - Service of process, notice, or demand on a foreign corporation.
- 607.1520 - Withdrawal of foreign corporation.
- 607.1530 - Grounds for revocation of authority to transact business.
- 607.1531 - Procedure for and effect of revocation.
- 607.15315 - Revocation; application for reinstatement.
- 607.1532 - Appeal from revocation.
- 607.1601 - Corporate records.
- 607.1602 - Inspection of records by shareholders.
- 607.1603 - Scope of inspection right.
- 607.1604 - Court-ordered inspection.
- 607.1605 - Inspection of records by directors.
- 607.1620 - Financial statements for shareholders.
- 607.1621 - Other reports to shareholders.
- 607.1622 - Annual report for Department of State.
- 607.1701 - Application to existing domestic corporation.
- 607.1702 - Application to qualified foreign corporations.
- 607.1711 - Application to foreign and interstate commerce.
- 607.1801 - Domestication of foreign corporations.
- 607.1805 - Procedures for conversion to professional service corporation.
- 607.1904 - Estoppel.
- 607.1907 - Effect of repeal of prior acts.
- 607.193 - Supplemental corporate fee.
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