Fla. Stat. ch. 607 – Corporations | Midpage

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Florida Statutes

Chapter 607

Fla. Stat. ch. 607

Corporations

607.0101Short title 607.0102Reservation of power to amend or repeal 607.0120Filing requirements 607.0121Forms 607.0122Fees for filing documents and issuing certificates 607.0123Effective time and date of document 607.0124Correcting filed document 607.0125Filing duties of Department of State 607.0126Appeal from Department of State's refusal to file document 607.0127Evidentiary effect of copy of filed document 607.0128Certificate of status 607.0129Penalty for signing false document 607.0130Powers of Department of State 607.01401Definitions 607.0141Notice 607.0201Incorporators 607.0202Articles of incorporation; content 607.0203Incorporation 607.0204Liability for preincorporation transactions 607.0205Organizational meeting of directors 607.0206Bylaws 607.0207Emergency bylaws 607.0301Purposes and application 607.0302General powers 607.0303Emergency powers 607.0304Ultra vires 607.0401Corporate name 607.0402Reserved name 607.0403Registered name; application; renewal; revocation 607.0501Registered office and registered agent 607.0502Change of registered office or registered agent; resignation of registered agent 607.0504Service of process, notice, or demand on a corporation 607.0505Registered agent; duties 607.0601Authorized shares 607.0602Terms of class or series determined by board of directors 607.0603Issued and outstanding shares 607.0604Fractional shares 607.0620Subscriptions for shares 607.0621Issuance of shares 607.0622Liability for shares issued before payment 607.0623Share dividends 607.0624Share options 607.0625Form and content of certificates 607.0626Shares without certificates 607.0627Restriction on transfer of shares and other securities 607.0628Expenses of issue 607.0630Shareholders' preemptive rights 607.0631Corporation's acquisition of its own shares 607.06401Distributions to shareholders 607.0701Annual meeting 607.0702Special meeting 607.0703Court-ordered meeting 607.0704Action by shareholders without a meeting 607.0705Notice of meeting 607.0706Waiver of notice 607.0707Record date 607.0720Shareholders' list for meeting 607.0721Voting entitlement of shares 607.0722Proxies 607.0723Shares held by nominees 607.0724Corporation's acceptance of votes 607.0725Quorum and voting requirements for voting groups 607.0726Action by single and multiple voting groups 607.0728Voting for directors; cumulative voting 607.0730Voting trusts 607.0731Shareholders' agreements 607.0732Shareholder agreements 607.07401Shareholders' derivative actions 607.0801Requirement for and duties of board of directors 607.0802Qualifications of directors 607.0803Number of directors 607.0804Election of directors by certain voting groups 607.0805Terms of directors generally 607.0806Staggered terms for directors 607.0807Resignation of directors 607.0808Removal of directors by shareholders 607.0809Vacancy on board 607.08101Compensation of directors 607.0820Meetings 607.0821Action by directors without a meeting 607.0822Notice of meetings 607.0823Waiver of notice 607.0824Quorum and voting 607.0825Committees 607.0830General standards for directors 607.0831Liability of directors 607.0832Director conflicts of interest 607.0833Loans to officers, directors, and employees; guaranty of obligations 607.0834Liability for unlawful distributions 607.08401Required officers 607.0841Duties of officers 607.0842Resignation and removal of officers 607.0843Contract rights of officers 607.0850Indemnification of officers, directors, employees, and agents 607.0901Affiliated transactions 607.0902Control-share acquisitions 607.0903Application of ss. 607.0901 and 607.0902 to certain foreign corporations 607.1001Authority to amend the articles of incorporation 607.1002Amendment by board of directors 607.10025Shares; combination or division 607.1003Amendment by board of directors and shareholders 607.1004Voting on amendments by voting groups 607.1005Amendment before issuance of shares 607.1006Articles of amendment 607.1007Restated articles of incorporation 607.1008Amendment pursuant to reorganization 607.1009Effect of amendment 607.1020Amendment of bylaws by board of directors or shareholders 607.1021Bylaw increasing quorum or voting requirements for shareholders 607.1022Bylaw increasing quorum or voting requirements for directors 607.1101Merger 607.1102Share exchange 607.1103Action on plan 607.1104Merger of subsidiary corporation 607.11045Holding company formation by merger by certain corporations 607.1105Articles of merger or share exchange 607.1106Effect of merger or share exchange 607.1107Merger or share exchange with foreign corporations 607.1108Merger of domestic corporation and other business entity 607.1109Articles of merger 607.11101Effect of merger of domestic corporation and other business entity 607.1201Sale of assets in regular course of business and mortgage of assets 607.1202Sale of assets other than in regular course of business 607.1301Dissenters' rights; definitions 607.1302Right of shareholders to dissent 607.1320Procedure for exercise of dissenters' rights 607.1401Dissolution by incorporators or directors 607.1402Dissolution by board of directors and shareholders; dissolution by written consent of shareholders 607.1403Articles of dissolution 607.1404Revocation of dissolution 607.1405Effect of dissolution 607.1406Claims against dissolved corporation 607.1420Grounds for administrative dissolution 607.1421Procedure for and effect of administrative dissolution 607.1422Reinstatement following administrative dissolution 607.1423Appeal from denial of reinstatement 607.1430Grounds for judicial dissolution 607.1431Procedure for judicial dissolution 607.1432Receivership or custodianship 607.1433Judgment of dissolution 607.1434Alternative remedies to judicial dissolution 607.1435Provisional director 607.1436Election to purchase instead of dissolution 607.14401Deposit with Department of Banking and Finance 607.1501Authority of foreign corporation to transact business required 607.1502Consequences of transacting business without authority 607.1503Application for certificate of authority 607.1504Amended certificate of authority 607.1505Effect of certificate of authority 607.1506Corporate name of foreign corporation 607.1507Registered office and registered agent of foreign corporation 607.1508Change of registered office and registered agent of foreign corporation 607.1509Resignation of registered agent of foreign corporation 607.15101Service of process, notice, or demand on a foreign corporation 607.1520Withdrawal of foreign corporation 607.1530Grounds for revocation of authority to transact business 607.1531Procedure for and effect of revocation 607.15315Revocation; application for reinstatement 607.1532Appeal from revocation 607.1601Corporate records 607.1602Inspection of records by shareholders 607.1603Scope of inspection right 607.1604Court-ordered inspection 607.1620Financial statements for shareholders 607.1621Other reports to shareholders 607.1622Annual report for Department of State 607.1701Application to existing domestic corporation 607.1702Application to qualified foreign corporations 607.1711Application to foreign and interstate commerce 607.1801Domestication of foreign corporations 607.1805Procedures for conversion to professional service corporation 607.1901Corporations Trust Fund creation; transfer of funds 607.19011Corporations Trust Fund; deposit and use of revenues collected in accordance with ch. 95-242 607.1904Estoppel 607.1907Effect of repeal of prior acts 607.193Supplemental corporate fee