The 2005 Florida Statutes

Chapter 607, Florida Statutes 2005

CORPORATIONS

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

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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