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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
A bill to be entitled 1
An act relating to corporate actions; creating s. 2
607.0145, F.S.; defining terms; creating s. 607.0146, 3
F.S.; providing that a defective corporate action is 4
not void or voidable in certain circumstances; 5
providing that ratification or validation under 6
certain circumstances may not be deemed the exclusive 7
means of either ratifying or validating defective 8
corporate actions, and that the absence or failure of 9
ratification does not affect the validity or 10
effectiveness of certain corporate actions properly 11
ratified; providing for the validity of putative 12
shares in the event of an overissue; creating s. 13
607.0147, F.S.; requiring the board of directors to 14
take certain action to ratify a defective corporate 15
action; authorizing those exercising the powers of the 16
directors to take certain action when certain 17
defective actions are related to the ratification of 18
the election of the initial board of directors; 19
requiring members of the board of directors to seek 20
approval of the shareholders under certain conditions; 21
authorizing the board of directors to abandon 22
ratification at any time before the validation 23
effective time after action by the board and, if 24
required, approval of the shareholders; creating s. 25
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
607.0148, F.S.; providing quorum and voting 26
requirements for the rat ification of certain defective 27
corporate actions; requiring the board to send notice 28
to all identifiable shareholders of a certain meeting 29
date; requiring that the notice state that a purpose 30
of the meeting is to consider ratification of a 31
defective corporate action; requiring the board to 32
send notice to all identifiable shareholders if the 33
ratification of the defective corporate action is to 34
be accomplished by consent of the shareholders; 35
specifying the quorum and voting requirements 36
applicable to ratifica tion of the election of 37
directors; prohibiting holders of putative shares from 38
voting on ratification of any defective corporate 39
action and providing that they may not be counted for 40
quorum purposes or in certain written consent; 41
requiring approval of cert ain amendments to the 42
corporation's articles of incorporation under certain 43
circumstances; creating s. 607.0149, F.S.; requiring 44
that notice be given to shareholders of certain 45
corporate action taken by the board of directors; 46
providing requirements for su ch notice; providing 47
requirements for such notice for corporations subject 48
to certain federal reporting requirements; creating s. 49
607.015, F.S.; specifying the effects of ratification; 50
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
creating s. 607.0151, F.S.; requiring corporations to 51
file articles of validation under certain 52
circumstances; providing applicability; providing 53
requirements for articles of validation; creating s. 54
607.0152, F.S.; authorizing certain persons and 55
entities to file certain motions; providing for 56
service of process; requiring th at certain actions be 57
filed within a specified timeframe; authorizing the 58
court to consider certain factors in resolving certain 59
issues; authorizing the courts to take certain actions 60
in cases involving defective corporate actions; 61
amending ss. 605.0115, 6 07.0503, 607.1509, 617.0502, 62
and 620.1116, F.S.; providing that a registered agent 63
may resign from certain limited liability companies or 64
foreign limited liability companies, certain inactive 65
or dissolved corporations, certain inactive or 66
dissolved foreign corporations, certain active or 67
inactive corporations, and certain limited 68
partnerships or foreign limited partnerships, 69
respectively, by delivering a specified statement of 70
resignation to the Department of State; providing 71
requirements for the statement; providing that a 72
registered agent who is resigning from one or more 73
such corporations, companies, or partnerships may 74
elect to file a statement of resignation for each such 75
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
company, corporation, or partnership or a composite 76
statement; providing requireme nts for composite 77
statements; requiring that a copy of the each of the 78
statements of resignation or the composite statement 79
be mailed to the address on file with the department 80
for the company, corporation, or partnership or 81
companies, corporations, or par tnerships, as 82
applicable; amending ss. 605.0213, 607.0122, and 83
617.0122, F.S.; conforming provisions to changes made 84
by the act; providing registered agents may pay one 85
resignation fee regardless of whether resigning from 86
one or multiple inactive or dissol ved companies or 87
corporations; reenacting s. 605.0207, F.S., relating 88
to effective dates and times and to registered agents, 89
respectively, to incorporate the amendments made to s. 90
605.0115, F.S., in references thereto; amending s. 91
605.0113, F.S.; conforming a cross-reference; 92
reenacting s. 658.23(1), F.S., relating to submission 93
of articles of incorporation, to incorporate the 94
amendments made in s. 607.0122, F.S., in a reference 95
thereto; reenacting s. 607.0501(4), F.S., relating to 96
the registered offices an d registered agents, to 97
incorporate the change made to s. 607.0503, F.S., in a 98
reference thereto; reenacting s. 607.193(2)(b), F.S., 99
relating to supplemental corporate fees, to 100
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
incorporate the amendments made in ss. 605.0213 and 101
607.0122, F.S., in referenc es thereto; reenacting ss. 102
607.0120(9) and 607.1507(4), F.S., relating to filing 103
requirements and registered offices and agents of 104
foreign corporations, respectively, to incorporate the 105
amendments made to s. 607.1509, F.S., in references 106
thereto; reenacting ss. 39.8298(1)(a), 252.71(2)(a), 107
288.012(6)(a), 617.1807, and 617.2006(4), F.S., 108
relating to the Guardian Ad Litem direct -support 109
organization, the Florida Emergency Management 110
Assistance Foundation, State of Florida international 111
offices, conversion to corporation not for profit, and 112
incorporation of labor unions or bodies, respectively, 113
to incorporate the amendment made in s. 617.0122, 114
F.S., in references thereto; reenacting s. 617.0501(3) 115
and 617.0503(1)(a), F.S., relating to registered 116
agents, to incorporate the amendment made to s. 117
617.0502, F.S., in references thereto; providing an 118
effective date. 119
120
Be It Enacted by the Legislature of the State of Florida: 121
122
Section 1. Section 607.0145, Florida Statutes, is created 123
to read: 124
607.0145 Definitions.—As used in ss. 607.0145 -607.0152, 125
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
the term: 126
(1) "Corporate action" means any action taken by or on 127
behalf of a corporation, including any action taken by the 128
incorporator, the board of directors, a committee of the board 129
of directors, an officer or agent of the corporation, or the 130
shareholders. 131
(2) "Date of the defective corporate action" means the 132
date, or, if the exact date is unknown, the approximate date, on 133
which the defective corporate action was purported to have been 134
taken. 135
(3) "Defective corporate action" means: 136
(a) Any corporate action purportedly taken which is, and 137
at the time such corporate action was purportedly taken would 138
have been, within the power of the corporation, but is void or 139
voidable due to a failure of authorization; o r 140
(b) An overissue. 141
(4) "Failure of authorization" means the failure to 142
authorize, approve, or otherwise effect a corporate action in 143
compliance with this chapter, the corporation's articles of 144
incorporation or bylaws, a corporate resolution, or any pl an or 145
agreement to which the corporation is a party, if and to the 146
extent such failure would render such corporate action void or 147
voidable. 148
(5) "Overissue" means the purported issuance of: 149
(a) Shares of a class or series in excess of the number of 150
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
shares of the class or series the corporation has the power to 151
issue under s. 607.0601 at the time of such issuance; or 152
(b) Shares of any class or series that is not then 153
authorized for issuance by the corporation's articles of 154
incorporation. 155
(6) "Putative shares" means the shares of any class or 156
series, including shares issued upon exercise of rights, 157
options, warrants or other securities convertible into shares of 158
the corporation, or interests with respect to such shares, which 159
were created or issued as a result of a defective corporate 160
action and which: 161
(a) Would constitute valid shares but for any failure of 162
authorization; or 163
(b) Cannot be determined by the board of directors to be 164
valid shares. 165
(7) "Valid shares" means the shares of any class or series 166
which have been duly authorized and validly issued, including as 167
a result of ratification or validation under ss. 607.0145 -168
607.0152. 169
(8) "Validation effective time," with respect to any 170
defective corporate action ratified under ss. 607.0145 -607.0152, 171
means the later of the following: 172
(a) The date on which the ratification of the defective 173
corporate action is approved by the shareholders, or if approval 174
of shareholders is not required, the date on which the notice 175
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
required by s. 607.0149 becomes e ffective in accordance with s. 176
607.0141; 177
(b) If no articles of validation are required to be filed 178
in accordance with s. 607.0151, the date on which the notice 179
required by s. 607.0149 becomes effective in accordance with s. 180
607.0141; or 181
(c) If articles of validation are required to be filed in 182
accordance with s. 607.0151, the date on which the articles of 183
validation filed in accordance with s. 607.0151 become 184
effective. 185
Section 2. Section 607.0146, Florida Statutes, is created 186
to read: 187
607.0146 Defective corporate actions. — 188
(1) A defective corporate action is not void or voidable 189
if: 190
(a) The defective corporate action was ratified in 191
accordance with the requirements of s. 607.0147, including the 192
filing, if required, of articles of validation pu rsuant to s. 193
607.0151; or 194
(b) The defective corporate action was validated pursuant 195
to s. 607.0152. 196
(2) Ratification pursuant to s. 607.0147 or validation 197
pursuant to s. 607.0152 may not be deemed to be the exclusive 198
means of ratifying or validating an y defective corporate action, 199
and the absence or failure of ratification pursuant to ss. 200
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
607.0145-607.0152 does not, in and of itself, affect the 201
validity or effectiveness of any corporate action properly 202
ratified under common law or otherwise, and it does not create a 203
presumption that any such corporate action is or was a defective 204
corporate action or is or was void or voidable. 205
(3) In the case of an overissue, putative shares are valid 206
effective as of the date originally issued or purportedly issued 207
upon: 208
(a) Adoption of an amendment to the articles of 209
incorporation authorizing, designating, or creating such shares 210
pursuant to ss. 607.0145 -607.0152 and ss. 607.1001 -607.1009; or 211
(b) Other corporate action taken under ss. 607.0145 -212
607.0152 ratifying th e authorization, designation, or creation 213
of such shares. 214
Section 3. Section 607.0147, Florida Statutes, is created 215
to read: 216
607.0147 Ratification of defective corporate actions. — 217
(1) To ratify a defective corporate action under this 218
section, other than ratification of an election of the initial 219
board of directors under subsection (2), the board of directors 220
must ratify the action in accordance with s. 607.0148, stating 221
all of the following: 222
(a) The defective corporate action to be ratified and, i f 223
the defective corporate action involved the issuance of putative 224
shares, the number and type of putative shares purportedly 225
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
issued. 226
(b) The date of the defective corporate action. 227
(c) The nature of the failure of authorization with 228
respect to the defective corporate action that is the subject of 229
the ratification. 230
(d) That the board of directors approves the ratification 231
of the defective corporate action. 232
(2) In the event that a defective corporate action to be 233
ratified relates to the election of t he initial board of 234
directors of the corporation under s. 607.0205(1)(b), a majority 235
of the persons who, at the time of the ratification, are 236
exercising the powers of directors may take an action stating 237
all of the following: 238
(a) The name of the person o r persons who first took 239
action in the name of the corporation as the initial board of 240
directors of the corporation. 241
(b) The earlier of the dates on which either such persons 242
first took such action or were purported to have been elected to 243
the initial board of directors. 244
(c) That the ratification of the election of such person 245
or persons to the initial board of directors is approved. 246
(3) If any action taken pursuant to this section, the 247
corporation's articles of incorporation or bylaws, any corporate 248
resolution, or any plan or agreement in effect at the time of 249
the action to which the corporation is a party under subsection 250
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
(1) requires shareholder approval, or would have required 251
shareholder approval, at the date of the occurrence of the 252
defective corporate action, the ratification of the defective 253
corporate action approved in the action taken by the directors 254
under subsection (1) must be submitted to the shareholders for 255
approval in accordance with s. 607.0148. 256
(4) Unless otherwise provided in the a ction taken by the 257
board of directors under subsection (1), after the action by the 258
board of directors has been taken and, if required, approved by 259
the shareholders, the board of directors may abandon the 260
ratification at any time before the validation effe ctive time 261
without further action of the shareholders. 262
Section 4. Section 607.0148, Florida Statutes, is created 263
to read: 264
607.0148 Action on ratification. — 265
(1) The quorum and voting requirements applicable to a 266
ratifying action by the board of directors under s. 607.0147(1) 267
are the quorum and voting requirements applicable to the 268
corporate action proposed to be ratified at the time such 269
ratifying action is taken. 270
(2)(a) If the ratification of the defective corporate 271
action requires approval by the shareholders under s. 272
607.0147(3), and if the approval is to be given at a meeting, 273
the corporation must notify each holder of valid and putative 274
shares that, regardless of whether entitled to vote as of the 275
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
record date for notice of the meeting and a s of the date of the 276
occurrence of the defective corporate action, approval is 277
required; however, such notice is not required to be given to 278
holders of valid or putative shares whose identities or 279
addresses for notice cannot be determined from the records of 280
the corporation. The notice must state that the purpose, or one 281
of the purposes, of the meeting is to consider ratification of a 282
defective corporate action. 283
(b) If the ratification of the defective corporate action 284
requires approval by the shareholder s under s. 607.0147(3), and 285
if the approval is to be ratified by one or more written 286
consents of the shareholders, the corporation must notify each 287
holder of valid and putative shares as of the record date of the 288
action by written consent and as of the dat e of the occurrence 289
of the defective corporate action, regardless of whether 290
entitled to vote; however, notice is not required to be given to 291
holders of valid or putative shares whose identities or 292
addresses for notice cannot be determined from the records of 293
the corporation. The notice must state that the purpose, or one 294
of the purposes, of the written consent is to consider 295
ratification of a defective corporate action. 296
(c) The notice must be accompanied by both of the 297
following: 298
1. Either a copy of th e action taken by the board of 299
directors pursuant to s. 607.0147(1)(a), or the information 300
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
required pursuant to s. 607.0147(1)(a) -(d). 301
2. A statement that any claim asserting that the 302
ratification of such defective corporate action, and any 303
putative shares issued as a result of such defective corporate 304
action, are not effective, or may only be effective on certain 305
conditions, and must be brought within 120 days after the 306
applicable validation effective time. 307
(3) Except as provided in subsection (4) with respect to 308
the voting requirements to ratify the election of a director, 309
any quorum and voting requirements applicable to the approval by 310
the shareholders required by s. 607.0147(3) are those 311
applicable, at the time of such shareholder approval, to the 312
corporate action proposed to be ratified. 313
(4) The approval by shareholders at a meeting to ratify 314
the election of a director requires that the votes cast by the 315
voting group favoring such ratification exceed the votes cast by 316
the voting group opposing such ratification at a meeting at 317
which a quorum is present. Approval by shareholders by written 318
consent to ratify the election of a director requires that the 319
consents given by the voting group favoring such ratification 320
represent a majority of the shares of the voting group. 321
(5) Holders of putative shares on the record date for 322
determining the shareholders entitled to vote on any matter 323
submitted to shareholders under s. 607.0147(3), and without 324
giving effect to any ratification of putative shares which 325
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
becomes effective as a result of such vote, are not entitled to 326
vote and may not be counted for quorum purposes in any vote to 327
approve the ratification of any defective corporate action. 328
Putative shares on the record date for the action by written 329
consent, and without giving effect to any ratification of 330
putative shares which becomes effective as a result of such 331
written consent, are not entitled to be counted in any written 332
consent to approve the ratification of any defective corporate 333
action. 334
(6) If approval under this section of putative shares 335
would result in an overissue, in addition to the approval 336
required by s. 607.0147, approval is also required of an 337
amendment to the corporation's articles of incorporation under 338
ss. 607.1001–607.1009 to increase the number of shares of an 339
authorized class or series or to authorize the creation of a 340
class or series of shares so there is no overissue. 341
Section 5. Section 607.0149, Florida Statutes, is created 342
to read: 343
607.0149 Notice requirements. — 344
(1) Unless shareholder approval is required under s. 345
607.0147(3), prompt notice of an action taken by the board of 346
directors under s. 607.0147 must be given to each holder of 347
valid shares and each holder of putative shares, regardless of 348
whether entitled to vote, which is a holder of valid shares or 349
putative shares as of: 350
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
(a) The date of the action by the board of directors taken 351
under s. 607.0147; and 352
(b) The date of the occurrence of the defective corporate 353
action being ratified. 354
(2) Notice is not required to th ose holders of valid 355
shares or those holders of putative shares whose identities or 356
addresses for notice cannot be determined from the records of 357
the corporation. 358
(3) The notice must contain both of the following: 359
(a) Either a copy of the action taken by the board of 360
directors pursuant to s. 607.0147(1)(a) or the information 361
required by s. 607.0147(1)(a) -(d) or (2)(a), (b), and (c), as 362
applicable. 363
(b) A statement that, in order to be considered, any claim 364
asserting that the ratification of the defecti ve corporate 365
action, and any putative shares issued as a result of such 366
defective corporate action, are not effective, or are effective 367
only on certain conditions, and must be brought within 120 days 368
after the applicable validation effective time. 369
(4) Notice is not required under this section with respect 370
to any action required to be submitted to shareholders for 371
approval pursuant s. 607.0147(3) if notice is given pursuant to 372
s. 607.0148(2). 373
(5) Notice required by this section may be given in any 374
manner authorized under s. 607.0141 and, for any corporation 375
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
subject to the reporting requirements of ss. 13 or 15(d) of the 376
Securities Exchange Act of 1934, may be given by means of a 377
filing or furnishing of such notice with the United States 378
Securities and Exchange Commission. 379
Section 6. Section 607.015, Florida Statutes, is created 380
to read: 381
607.015 Effects of ratification. —The following provisions 382
apply upon the validation effective time, without regard to the 383
120-day period during which a claim may be b rought pursuant to 384
s. 607.0152: 385
(1) Each defective corporate action ratified pursuant to 386
s. 607.0147 is not void or voidable as a result of the failure 387
of authorization set forth and identified pursuant to s. 388
607.0147(1) or (2) and is deemed a valid corporate action 389
effective as of the date of the defective corporate action. 390
(2) The issuance of each putative share or fraction of a 391
putative share purportedly issued pursuant to a defective 392
corporate action identified in the action taken pursuant to s. 393
607.0147 is not void or voidable, and each such putative share 394
is deemed to be an identical share or fraction of a valid share 395
as of the time it was purportedly issued. 396
(3) Any corporate action taken subsequent to the defective 397
corporate action ratified pursuant to ss. 607.0145 -607.0152 in 398
reliance on such defective corporate action having been validly 399
effected, and any subsequent defective corporate action 400
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
resulting directly or indirectly from such original defective 401
corporate action, is valid as of the respective time such 402
corporate action was taken. 403
Section 7. Section 607.0151, Florida Statutes, is created 404
to read: 405
607.0151 Filings.— 406
(1) If the defective corporate action ratified under ss. 407
607.0145-607.0152 would have required a filing under ss. 408
607.0145-607.0152, and either: 409
(a) Any previous filing requires any change to the filing 410
to give effect to the defective corporate action in accordance 411
with this section, including a change to the date and time of 412
the effectiveness of such filing; or 413
(b) A filing was not previously filed with respect to the 414
defective corporate action, 415
416
In lieu of a filing otherwise required under ss. 607.0145 -417
607.0152, the corporation must file articles of validation in 418
accordance with this section, and such article s of validation 419
will serve to amend or be a substitute for any other filing with 420
respect to such defective corporate action required under ss. 421
607.0145-607.0152. 422
(2) Articles of validation must specify all of the 423
following: 424
(a) The defective corporate action that is the subject of 425
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
the articles of validation, including, in the case of any 426
defective corporate action involving the issuance of putative 427
shares, the number and type of putative shares issued and the 428
date or dates upon which such putative share s were purported to 429
have been issued. 430
(b) The date of the defective corporate action. 431
(c) The nature of the failure of authorization with 432
respect to the defective corporate action. 433
(d) A statement that the defective corporate action was 434
ratified pursuant to s. 607.0147, including the date on which 435
the board of directors ratified such defective corporate action 436
and, if applicable, the date on which the shareholders approved 437
the ratification of such defective corporate action. 438
(e)1. If a filing was pr eviously made with respect to the 439
defective corporate action and such filing requires any change 440
to give effect to the ratification of such defective corporate 441
action pursuant to s. 607.0147: 442
a. The name, title, and filing date of the filing 443
previously made and any articles of correction for that filing; 444
b. A statement that a filing containing all of the 445
information required to be included under the applicable 446
provisions of this chapter to give effect to such defective 447
corporate action is attached as an exhibit to the articles of 448
validation; and 449
c. The date and time that such filing is deemed to have 450
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
become effective. 451
2. If a filing was not previously made with respect to the 452
defective corporate action and the defective corporate action 453
ratified pursuant to s. 607.0147 would have required a filing 454
under any other provision of this chapter: 455
a. A statement that a filing containing all of the 456
information required to be included under the applicable 457
provisions of this chapter to give effect to such defe ctive 458
corporate action is attached as an exhibit to the articles of 459
validation; and 460
b. The date and time that such filing is deemed to have 461
become effective. 462
Section 8. Section 607.0152, Florida Statutes, is created 463
to read: 464
607.0152 Judicial proce edings regarding validity of 465
corporate actions.— 466
(1) Subject to subsection (4), upon application by the 467
corporation, any successor entity to the corporation; a director 468
of the corporation; any shareholder, beneficial shareholder, or 469
unrestricted voting t rust beneficial owner of the corporation, 470
including any such shareholder, beneficial shareholder, or 471
unrestricted voting trust beneficial owner as of the date of the 472
defective corporate action ratified pursuant to s. 607.0147; or 473
any other person claiming to be substantially and adversely 474
affected by a ratification pursuant to s. 607.0147 may file in 475
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
the circuit court in the applicable county motions for any of 476
the following: 477
(a) A determination of the validity and effectiveness of 478
any corporate action or defective corporate action ratified 479
pursuant to s. 607.0147. 480
(b) A determination of the validity and effectiveness of 481
any ratification of any defective corporate action pursuant to 482
s. 607.0147. 483
(c) A determination of the validity and effectiveness of 484
any defective corporate action not ratified or not ratified 485
effectively pursuant to s. 607.0147. 486
(d) A determination of the validity of any putative 487
shares. 488
(e) A modification or waiver of any of the procedures 489
specified in s. 607.0147 or s. 607.0148 t o ratify a defective 490
corporate action. 491
(2) Upon the filing of such a motion, the court may make 492
such findings or issue such orders as it deems proper under the 493
circumstances. Factors that the court may consider include, but 494
are not limited to, those set forth in subsections (5) and (6). 495
(3) Service of process of the application under subsection 496
(1) on the corporation may be made in any manner provided in 497
chapter 48 for service on a corporation, and no other party need 498
be joined in order for the court to adjudicate the matter. In an 499
action filed by the corporation, the court may require that 500
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notice of the action be provided to other persons specified by 501
the court and permit such other persons to intervene in the 502
action. 503
(4) Notwithstanding any other law to the contrary, an 504
action asserting that the ratification of a defective corporate 505
action, and any putative shares issued as a result of such 506
defective corporate action, is not effective, or may be given 507
effect only upon certain conditions, and must be b rought within 508
120 days after the validation effective time. 509
(5) In determining judicial proceedings under this 510
section, the court may consider the following: 511
(a) Whether the defective corporate action was originally 512
approved or effectuated with the belief that the approval or 513
effectuation was in compliance with ss. 607.0145 -607.0152, the 514
articles of incorporation, or the bylaws of the corporation. 515
(b) Whether the corporation and board of directors have 516
treated the defective corporate action as a va lid act or 517
transaction and whether any person has acted in reliance on the 518
public record that such defective corporate action was valid. 519
(c) Whether any person will be or was harmed by the 520
ratification or validation of the defective corporate action, 521
excluding any harm that would have resulted if the defective 522
corporate action had been valid when approved or effectuated. 523
(d) Whether any person will be harmed by the failure to 524
ratify or validate the defective corporate action. 525
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(e) Whether the defective corporate action was a conflict 526
of interest transaction. 527
(f) Any other factors or considerations the court deems 528
just and equitable. 529
(6) The court may do any of the following in connection 530
with an action under this section: 531
(a) Declare that a ratifi cation pursuant to s. 607.0147 is 532
not effective or is effective only at a time or upon conditions 533
established by the court. 534
(b) Validate and declare effective any defective corporate 535
action or putative shares and impose conditions upon such 536
validation. 537
(c) Require measures to remedy or avoid harm to any person 538
substantially and adversely affected by a ratification pursuant 539
to s. 607.0147 or by any order of the court pursuant to this 540
section, excluding any harm that may have resulted if the 541
defective corporate action had been valid when approved or 542
effectuated. 543
(d) Order the department to accept an instrument for 544
filing with an effective time specified by the court, which 545
effective time may be before or after the date of such order, 546
provided that the fi ling date of such instrument must be 547
determined in accordance with s. 607.0123. 548
(e) Approve a stock ledger for the corporation which 549
includes any shares ratified or validated pursuant to this 550
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section or s. 607.0147. 551
(f) Declare that the putative shares are valid shares or 552
require a corporation to issue and deliver valid shares in place 553
of any putative shares. 554
(g) Order that a meeting of holders of valid shares or 555
putative shares be held and exercise such powers as it deems 556
appropriate with respect to such a meeting. 557
(h) Declare that a defective corporate action validated by 558
the court is effective as of the date of the defective corporate 559
action or at such other time as determined by the court. 560
(i) Declare that putative shares validated by the court 561
are deemed to be identical valid shares or a fraction of valid 562
shares as of the date originally issued or purportedly issued or 563
at such other time as determined by the court. 564
(j) Require payment by the corporation of reasonable 565
expenses, including attor ney fees and costs, as determined by 566
the court. 567
(k) Issue other orders as it deems necessary under the 568
circumstances. 569
Section 9. Subsections (2), (3), (4), and (5) of section 570
605.0115, Florida Statutes, are redesignated as subsections (3), 571
(4), (5), and (6), respectively, subsection (1) and present 572
subsection (2) are amended, and a new subsection (2) is added to 573
that section, to read: 574
605.0115 Resignation of registered agent. — 575
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(1) A registered agent may resign as agent for an active 576
limited liability company or a foreign limited liability 577
company, an inactive limited liability company or an inactive 578
foreign limited liability company, or for one or more inactive 579
limited liability companies or inactive foreign limited 580
liability companies that have be en inactive for 10 years or 581
longer for a limited liability company or foreign limited 582
liability company by delivering for filing to the department a 583
signed statement of resignation . The statement of resignation 584
must contain: containing the name of the limi ted liability 585
company or foreign limited liability company. 586
(a) The name of the limited liability company or foreign 587
limited liability company; and 588
(b) If the limited liability company or foreign limited 589
liability company has been inactive or dissolved for 10 years or 590
longer, the date of the inactivity or the date of the 591
dissolution. 592
(2) If a registered agent is resigning from one or more 593
limited liability companies or foreign limited liability 594
companies that each have been inactive or dissolved for a t least 595
10 years or longer, the registered agent may elect to file the 596
statement of resignation separately for each inactive or 597
dissolved limited liability company or foreign limited liability 598
company or may elect to file a single composite statement of 599
resignation covering two or more limited liability companies or 600
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foreign limited liability companies. Such composite statement of 601
resignation must set forth, for each inactive or dissolved 602
limited liability company or foreign limited liability company 603
covered by the statement of resignation, the name of each 604
limited liability company or foreign limited liability company 605
and each limited liability company's or foreign limited 606
liability company's date of dissolution or date of inactivity. 607
(3)(2) After delivering the statement of resignation to 608
the department for filing, the registered agent must promptly 609
mail: 610
(a) A copy of the statement to the limited liability 611
company's or foreign limited liability company's current mailing 612
address as it appears in the reco rds of the department, if the 613
registered agent is resigning from one limited liability or 614
foreign limited liability company; or 615
(b) If the registered agent is resigning from more than 616
one limited liability company or foreign limited liability 617
company, a copy of either the composite statement of resignation 618
or a separate notice of resignation for the inactive or 619
dissolved limited liability companies or foreign limited 620
liability companies, using the current mailing address of the 621
respective companies as the y appear in the records of the 622
department. 623
Section 10. Present subsections (2) through (5) of section 624
607.0503, Florida Statutes, are redesignated as subsections (3) 625
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through (6), respectively, a new subsection (2) is added to that 626
section, and subsection (1) and present subsection (2) of that 627
section are amended, to read: 628
607.0503 Resignation of registered agent. — 629
(1) A registered agent may resign as agent for an active a 630
corporation, an inactive corporation, or for one or more 631
inactive corporations that have been inactive for 10 years or 632
longer by delivering to the department for filing a signed 633
statement of resignation . The statement of resignation must 634
contain: containing 635
(a) The name of the corporation ; and 636
(b) The date of the in activity or the date of the 637
dissolution, if the corporation has been inactive or dissolved 638
for 10 years or longer . 639
(2) If a registered agent is resigning from one or more 640
corporations that each have been inactive or dissolved for 10 641
years or longer, the registered agent may elect to file the 642
statement of resignation separately for each inactive or 643
dissolved corporation or may elect to file a single composite 644
statement of resignation covering two or more corporations. Such 645
composite statement of resignatio n must set forth, for each 646
inactive or dissolved corporation covered by the statement of 647
resignation, the name of each corporation and each corporation's 648
date of dissolution or date of inactivity. 649
(3)(2) After delivering the statement of resignation to 650
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the department for filing, the registered agent must promptly 651
mail: 652
(a) A copy to the corporation at its current mailing 653
address as it appears in the records of the department, if the 654
registered agent is resigning from one corporation; or 655
(b) If the registered agent is resigning from more than 656
one corporation, a copy of either the composite statement of 657
resignation or a separate notice of resignation for the inactive 658
or dissolved corporation to the current mailing address of the 659
respective corporation as it appears in the records of the 660
department. 661
Section 11. Present subsections (2) through (5) of section 662
607.1509, Florida Statutes, are redesignated as subsections (3) 663
through (6), respectively, a new subsection (2) is added to that 664
section, and subsection (1) and present subsection (2) of that 665
section are amended, to read: 666
607.1509 Resignation of registered agent of foreign 667
corporation.— 668
(1) A registered agent may resign as agent for a foreign 669
corporation by delivering to the department for filing a signed 670
statement of resignation for an active foreign corporation, an 671
inactive foreign corporation, or for one or more inactive or 672
dissolved foreign corporations that have each been inactive or 673
dissolved for 10 years or longer. The statement of resignat ion 674
must contain: containing 675
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(a) The name of the foreign corporation ; and 676
(b) If the foreign corporation has been inactive or 677
dissolved for 10 years or longer, the date that the foreign 678
corporation became inactive or the date of dissolution . 679
(2) A registered agent resigning from more than one 680
foreign corporation may elect to file the statement of 681
resignation separately for each inactive or dissolved foreign 682
corporation or may elect to file a single composite statement of 683
resignation covering two or mo re foreign corporations. Such 684
composite statement of resignation must set forth, for each 685
inactive or dissolved foreign corporation covered by the 686
statement of resignation, the name of the corporation and the 687
date of inactivity or date of dissolution of th e foreign 688
corporation. 689
(3)(2) After delivering the statement of resignation to 690
the department for filing, the registered agent must promptly 691
mail: 692
(a) A copy to the foreign corporation at its current 693
mailing address as it appears in the records of the department, 694
if the registered agent is resigning from one foreign 695
corporation; or 696
(b) If the registered agent is resigning from more than 697
one foreign corporation, a copy of either the composite 698
statement of resignation or a separate notice of resignation for 699
the inactive or dissolved corporations to the current mailing 700
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address as it appears in the records of the department . 701
Section 12. Present subsections (3), (4), and (5) of 702
section 617.0502, Florida Statutes, are redesignated as 703
subsections (5), (6) , and (7), respectively, new subsections 704
(3), (4), and (5) are added to that section, and subsection (2) 705
of that section is amended, to read: 706
617.0502 Change of registered office or registered agent; 707
resignation of registered agent. — 708
(2) A Any registered agent may resign his or her agency 709
appointment by signing and delivering for filing with the 710
Department of State a statement of resignation for an active 711
corporation or an inactive corporation, or for one or more 712
inactive or dissolved corporations that have been inactive or 713
dissolved for 10 years or longer. The statement of resignation 714
must contain: 715
(a) The name of the corporation; and 716
(b) The date of the inactivity or date of the dissolution, 717
if the corporation has been inactive or dissolved for 10 years 718
or longer. 719
(3) If a registered agent is resigning from one or more 720
corporations that have each been inactive or dissolved for 10 721
years or longer, the registered agent may elect to file the 722
statement of resignation separately for each inactive or 723
dissolved corporation or may elect to file a single composite 724
statement of resignation covering two or more corporations. Such 725
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composite statement of resignation must set forth, for each 726
inactive or dissolved corporation covered by the statement of 727
resignation, the respective name of the corporation and the date 728
of dissolution or date of inactivity of the corporation. 729
(4) After delivering the statement of resignation to the 730
department for filing, the registered agent must promptly mail: 731
(a) A copy to the corporation at its current mailing 732
address as it appears in the records of the department, if the 733
registered agent is resigning from one corporation; or 734
(b) A copy of either the composite statement of 735
resignation or a separate notice of resignation for the inactive 736
or dissolved corporation to the current mailing address of the 737
respective corporation as it appears in the records of the 738
department if the registered agent is resigning from more than 739
one corporation and mailing a copy of such statement to th e 740
corporation at its principal office address shown in its most 741
recent annual report or, if none, filed in the articles of 742
incorporation or other most recently filed document. The 743
statement of resignation shall state that a copy of such 744
statement has been mailed to the corporation at the address so 745
stated. 746
(5) The agency is terminated as of the 31st day after the 747
date on which the statement was filed and unless otherwise 748
provided in the statement, termination of the agency acts as a 749
termination of the reg istered office. 750
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Section 13. Present subsections (2) and (3) of section 751
620.1116, Florida Statutes, are redesignated as subsections (3) 752
and (4), respectively, a new subsection (2) is added to that 753
section, and subsection (1) and present subsection (2) a re 754
amended, to read: 755
620.1116 Resignation of registered agent. — 756
(1) In order to resign as registered agent of a limited 757
partnership or foreign limited partnership, the agent must 758
deliver to the Department of State for filing a signed statement 759
of resignation for an active limited partnership or foreign 760
limited partnership, or more than one inactive or dissolved 761
limited partnership or foreign limited partnership that have 762
been inactive or dissolved for 10 years or longer containing the 763
following: 764
(a) The name of the limited partnership or foreign limited 765
partnership; and 766
(b) The date that the limited partnership or foreign 767
limited partnership became inactive or the date of dissolution, 768
if the limited partnership or foreign limited partnership has 769
been inactive or dissolved for 10 years or longer . 770
(2) If a registered agent is resigning from more than one 771
limited partnership or foreign limited partnership that each 772
have been inactive or dissolved for 10 years or longer, the 773
registered agent may elect to file the statement of resignation 774
separately for each inactive or dissolved limited partnership or 775
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foreign limited partnership or may elect to file a single 776
composite statement of resignation covering two or more limited 777
partnerships or foreign limited partnerships. Such composite 778
statement of resignation must, for each inactive or dissolved 779
limited partnership or foreign limited partnership, set forth 780
the respective name of the limited partnership or foreign 781
limited partnership and the date of dissolution or the date that 782
the limited partnership or foreign limited partn ership became 783
inactive. 784
(3)(2) After filing the statement with the Department of 785
State, the registered agent shall mail : 786
(a) A copy to the limited partnership's or foreign limited 787
partnership's current mailing address as it appears in the 788
records of the department, if the registered agent is resigning 789
from one limited partnership or foreign limited partnership; or 790
(b) A copy of either the composite statement of 791
resignation or a separate notice of resignation for the inactive 792
or dissolved limited partn ership or foreign limited partnership, 793
to the current mailing address of the respective limited 794
partnership or foreign limited partnership as it appears in the 795
records of the department if the registered agent is resigning 796
from more than one limited partne rship or foreign limited 797
partnership. 798
Section 14. Subsection (9) of section 605.0213, Florida 799
Statutes, is amended to read: 800
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605.0213 Fees of the department. —The fees of the 801
department under this chapter are as follows: 802
(9) For filing a registered a gent's statement of 803
resignation from inactive or a dissolved limited liability 804
companies company, $25. 805
Section 15. Subsection (7) of section 607.0122, Florida 806
Statutes, is amended to read: 807
607.0122 Fees for filing documents and issuing 808
certificates.—The department shall collect the following fees 809
when the documents described in this section are delivered to 810
the department for filing: 811
(7) Agent's statement of resignation from inactive 812
corporations an inactive corporation : $35. 813
Section 16. Subsect ion (7) of section 617.0122, Florida 814
Statutes, is amended to read: 815
617.0122 Fees for filing documents and issuing 816
certificates.—The Department of State shall collect the 817
following fees on documents delivered to the department for 818
filing: 819
(7) Agent's statement of resignation from inactive 820
corporations corporation: $35. 821
822
Any citizen support organization that is required by rule of the 823
Department of Environmental Protection to be formed as a 824
nonprofit organization and is under contract with the department 825
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is exempt from any fees required for incorporation as a 826
nonprofit organization, and the Secretary of State may not 827
assess any such fees if the citizen support organization is 828
certified by the Department of Environmental Protection to the 829
Secretary of State as being under contract with the Department 830
of Environmental Protection. 831
Section 17. For the purpose of incorporating the 832
amendments made by this act to section 605.0115, Florida 833
Statutes, in a reference thereto, section 605.0207, Florida 834
Statutes, is reenacted to read: 835
605.0207 Effective date and time. —Except as otherwise 836
provided in s. 605.0208, and subject to s. 605.0209(3), any 837
document delivered to the department for filing under this 838
chapter may specify an effective time and a delayed effective 839
date. In the case of initial articles of organization, a prior 840
effective date may be specified in the articles of organization 841
if such date is within 5 business days before the date of 842
filing. Subject to ss. 605.0114, 605.0115, 605.0208, and 843
605.0209, a record filed by the department is effective: 844
(1) If the record filed does not specify an effective time 845
and does not specify a prior or a delayed effective date, on the 846
date and at the time the record is accepted as evidenced by the 847
department's endorseme nt of the date and time on the filing. 848
(2) If the record filed specifies an effective time, but 849
not a prior or delayed effective date, on the date the record is 850
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accepted, as evidenced by the department's endorsement, and at 851
the time specified in the fili ng. 852
(3) If the record filed specifies a delayed effective 853
date, but not an effective time, at 12:01 a.m. on the earlier 854
of: 855
(a) The specified date; or 856
(b) The 90th day after the record is filed. 857
(4) If the record filed specifies a delayed effective date 858
and an effective time, at the specified time on or the earlier 859
of: 860
(a) The specified date; or 861
(b) The 90th day after the record is filed. 862
(5) If the record filed is the initial articles of 863
organization and specifies an effective date before the date of 864
the filing, but no effective time, at 12:01 a.m. on the later 865
of: 866
(a) The specified date; or 867
(b) The 5th business day before the record is filed. 868
(6) If the record filed is the initial articles of 869
organization and specifies an effective time and an effective 870
date before the date of the filing, at the specified time on the 871
later of: 872
(a) The specified date; or 873
(b) The 5th business day before the record is filed. 874
(7) If the record filed does not specify the time zone or 875
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place at which the date or time, or both, is to be determined, 876
the date or time, or both, at which it becomes effective shall 877
be those prevailing at the place of filing in this state. 878
Section 18. Paragraph (b) of subsection (3) of section 879
605.0113, Florida Statutes, is a mended to read: 880
605.0113 Registered agent. — 881
(3) The duties of a registered agent are as follows: 882
(b) If the registered agent resigns, to provide the notice 883
required under s. 605.0115(3) s. 605.0115(2) to the company or 884
foreign limited liability compa ny at the address most recently 885
supplied to the agent by the company or foreign limited 886
liability company. 887
Section 19. For the purpose of incorporating the amendment 888
made by this act to section 607.0122, Florida Statutes, in a 889
reference thereto, subsec tion (1) of section 658.23, Florida 890
Statutes, is reenacted to read: 891
658.23 Submission of articles of incorporation; contents; 892
form; approval; filing; commencement of corporate existence; 893
bylaws.— 894
(1) Within 3 months after approval by the office and the 895
appropriate federal regulatory agency, the applicant shall 896
submit its duly executed articles of incorporation to the 897
office, together with the filing fee due the Department of State 898
under s. 607.0122. 899
Section 20. For the purpose of incorporating the a mendment 900
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made by this act to section 607.0503, Florida Statutes, in a 901
reference thereto, subsection (4) of section 607.0501, Florida 902
Statutes, is reenacted to read: 903
607.0501 Registered office and registered agent. — 904
(4) The duties of a registered agent are: 905
(a) To forward to the corporation at the address most 906
recently supplied to the registered agent by the corporation, a 907
process, notice, or demand pertaining to the corporation which 908
is served on or received by the registered agent; and 909
(b) If the registered agent resigns, to provide the notice 910
required under s. 607.0503 to the corporation at the address 911
most recently supplied to the registered agent by the 912
corporation. 913
Section 21. For the purpose of incorporating the 914
amendments made by this act to sections 605.0213 and 607.0122, 915
Florida Statutes, in references thereto, paragraph (b) of 916
subsection (2) of section 607.193, Florida Statutes, is 917
reenacted to read: 918
607.193 Supplemental corporate fee. — 919
(2) 920
(b) In addition to the fees levied under s s. 605.0213, 921
607.0122, and 620.1109 and the supplemental corporate fee, a 922
late charge of $400 shall be imposed if the supplemental 923
corporate fee is remitted after May 1 except in circumstances in 924
which a business entity was administratively dissolved or it s 925
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certificate of authority was revoked due to its failure to file 926
an annual report and the entity subsequently applied for 927
reinstatement and paid the applicable reinstatement fee. 928
Section 22. For the purpose of incorporating the amendment 929
made by this act to section 607.1509, Florida Statutes, in a 930
reference thereto, subsection (9) of section 607.0120, Florida 931
Statutes, is reenacted to read: 932
607.0120 Filing requirements. — 933
(9) The document must be delivered to the office of the 934
department for filing. Delivery may be made by electronic 935
transmission if and to the extent permitted by the department. 936
If it is filed in typewritten or printed form and not 937
transmitted electronically, the department may require one exact 938
or conformed copy, to be delivered wit h the document, except as 939
provided in s. 607.1509. 940
Section 23. For the purpose of incorporating the amendment 941
made by this act to section 607.1509, Florida Statutes, 942
subsection (4) of section 607.1507, Florida Statutes, is 943
reenacted to read: 944
607.1507 Registered office and registered agent of foreign 945
corporation.— 946
(4) The duties of a registered agent are as follows: 947
(a) To forward to the foreign corporation at the address 948
most recently supplied to the registered agent by the foreign 949
corporation, a process, notice, or demand pertaining to the 950
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foreign corporation which is served on or received by the 951
registered agent; and 952
(b) If the registered agent resigns, to provide the notice 953
required under s. 607.1509 to the foreign corporation at the 954
address most recently supplied to the registered agent by the 955
foreign corporation. 956
Section 24. For the purpose of incorporating the amendment 957
made by this act to section 617.0122, Florida Statutes, in a 958
reference thereto, paragraph (a) of subsection (1) of sec tion 959
39.8298, Florida Statutes, is reenacted to read: 960
39.8298 Guardian Ad Litem direct -support organization. — 961
(1) AUTHORITY.—The Statewide Guardian Ad Litem Office 962
created under s. 39.8296 is authorized to create a direct -963
support organization. 964
(a) The direct-support organization must be a Florida 965
corporation not for profit, incorporated under the provisions of 966
chapter 617. The direct -support organization shall be exempt 967
from paying fees under s. 617.0122. 968
Section 25. For the purpose of incorporati ng the amendment 969
made by this act to section 617.0122, Florida Statutes, in a 970
reference thereto, paragraph (a) of subsection (2) of section 971
252.71, Florida Statutes, is reenacted to read: 972
252.71 Florida Emergency Management Assistance 973
Foundation.— 974
(2) The foundation is hereby created as a direct -support 975
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organization of the division to provide assistance, funding, and 976
support to the division in its disaster response, recovery, and 977
relief efforts for natural emergencies. 978
(a) The foundation must be an or ganization that is a 979
Florida nonprofit corporation incorporated under chapter 617, 980
approved by the Department of State, and recognized under s. 981
501(c)(3) of the Internal Revenue Code. The foundation is exempt 982
from paying fees under s. 617.0122. 983
Section 26. For the purpose of incorporating the amendment 984
made by this act to section 617.0122, Florida Statutes, in a 985
reference thereto, paragraph (a) of subsection (6) of section 986
288.012, Florida Statutes, is reenacted to read: 987
288.012 State of Florida inter national offices; direct -988
support organization. —The Legislature finds that the expansion 989
of international trade and tourism is vital to the overall 990
health and growth of the economy of this state. This expansion 991
is hampered by the lack of technical and busin ess assistance, 992
financial assistance, and information services for businesses in 993
this state. The Legislature finds that these businesses could be 994
assisted by providing these services at State of Florida 995
international offices. The Legislature further finds that the 996
accessibility and provision of services at these offices can be 997
enhanced through cooperative agreements or strategic alliances 998
between private businesses and state, local, and international 999
governmental entities. 1000
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(6)(a) The department shall esta blish and contract with a 1001
direct-support organization, organized as a nonprofit under 1002
chapter 617 and recognized under s. 501(c)(3) of the Internal 1003
Revenue Code, to carry out the provisions of this section; 1004
assist with the coordination of international tra de development 1005
efforts; and assist in development and planning related to 1006
foreign investment, international partnerships, and other 1007
international business and trade development. The organization 1008
is exempt from paying fees under s. 617.0122. 1009
Section 27. For the purpose of incorporating the amendment 1010
made by this act to section 617.0122, Florida Statutes, in a 1011
reference thereto, section 617.1807, Florida Statutes, is 1012
reenacted to read: 1013
617.1807 Conversion to corporation not for profit; 1014
authority of circuit judge.—If the circuit judge to whom the 1015
petition and proposed articles of incorporation are presented 1016
finds that the petition and proposed articles are in proper 1017
form, he or she shall approve the articles of incorporation and 1018
endorse his or her approva l thereon; such approval shall provide 1019
that all of the property of the petitioning corporation shall 1020
become the property of the successor corporation not for profit, 1021
subject to all indebtedness and liabilities of the petitioning 1022
corporation. The articles o f incorporation with such 1023
endorsements thereupon shall be sent to the Department of State, 1024
which shall, upon receipt thereof and upon payment of all taxes 1025
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due the state by the petitioning corporation, if any, issue a 1026
certificate showing the receipt of the articles of incorporation 1027
with the endorsement of approval thereon and of the payment of 1028
all taxes to the state. Upon payment of the filing fees 1029
specified in s. 617.0122, the Department of State shall file the 1030
articles of incorporation, and from thencefort h the petitioning 1031
corporation shall become a corporation not for profit under the 1032
name adopted in the articles of incorporation and subject to all 1033
the rights, powers, immunities, duties, and liabilities of 1034
corporations not for profit under state law, and i ts rights, 1035
powers, immunities, duties, and liabilities as a corporation for 1036
profit shall cease and determine. 1037
Section 28. For the purpose of incorporating the amendment 1038
made by this act to section 617.0122, Florida Statutes, in a 1039
reference thereto, sub section (4) of section 617.2006, Florida 1040
Statutes, is reenacted to read: 1041
617.2006 Incorporation of labor unions or bodies. —Any 1042
group or combination of groups of workers or wage earners, 1043
bearing the name labor, organized labor, federation of labor, 1044
brotherhood of labor, union labor, union labor committee, trade 1045
union, trades union, union labor council, building trades 1046
council, building trades union, allied trades union, central 1047
labor body, central labor union, federated trades council, local 1048
union, state union, national union, international union, 1049
district labor council, district labor union, American 1050
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Federation of Labor, Florida Federation of Labor, or any 1051
component parts or significant words of such terms, whether the 1052
same be used in juxtaposition or with interspace, may be 1053
incorporated under this act. 1054
(4) Upon the filing of the articles of incorporation and 1055
the petition, and the giving of such notice, the circuit judge 1056
to whom such petition may be addressed shall, upon the date 1057
stated in such notice, ta ke testimony and inquire into the 1058
admissions and purposes of such organization and the necessity 1059
therefor, and upon such hearing, if the circuit judge shall be 1060
satisfied that the allegations set forth in the petition and 1061
articles of incorporation have been substantiated, and shall 1062
find that such organization will not be harmful to the community 1063
in which it proposes to operate, or to the state, and that it is 1064
intended in good faith to carry out the purposes and objects set 1065
forth in the articles of incorporat ion, and that there is a 1066
necessity therefor, the judge shall approve the articles of 1067
incorporation and endorse his or her approval thereon. Upon the 1068
filing of the articles of incorporation with its endorsements 1069
thereupon with the Department of State and pa yment of the filing 1070
fees specified in s. 617.0122, the subscribers and their 1071
associates and successors shall be a corporation by the name 1072
given. 1073
Section 29. For the purpose of incorporating the amendment 1074
made by this act to section 617.0502, Florida St atutes, in a 1075
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reference thereto, subsection (3) of section 617.0501, Florida 1076
Statutes, is reenacted to read: 1077
617.0501 Registered office and registered agent. — 1078
(3) A registered agent appointed pursuant to this section 1079
or a successor registered agent appo inted pursuant to s. 1080
617.0502 on whom process may be served shall each file a 1081
statement in writing with the Department of State, in such form 1082
and manner as shall be prescribed by the department, accepting 1083
the appointment as a registered agent simultaneousl y with his or 1084
her being designated. Such statement of acceptance shall state 1085
that the registered agent is familiar with, and accepts, the 1086
obligations of that position. 1087
Section 30. For the purpose of incorporating the amendment 1088
made by this act to secti on 617.0502, Florida Statutes, in a 1089
reference thereto, paragraph (a) of subsection (1) of section 1090
617.0503, Florida Statutes, is reenacted to read: 1091
617.0503 Registered agent; duties; confidentiality of 1092
investigation records. — 1093
(1)(a) Each corporation, f oreign corporation, or alien 1094
business organization that owns real property located in this 1095
state, that owns a mortgage on real property located in this 1096
state, or that transacts business in this state shall have and 1097
continuously maintain in this state a reg istered office and a 1098
registered agent and shall file with the Department of State 1099
notice of the registered office and registered agent as provided 1100
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in ss. 617.0501 and 617.0502. The appointment of a registered 1101
agent in compliance with s. 617.0501 or s. 617. 0502 is 1102
sufficient for purposes of this section if the registered agent 1103
so appointed files, in the form and manner prescribed by the 1104
Department of State, an acceptance of the obligations provided 1105
for in this section. 1106
Section 31. This act shall take eff ect July 1, 2024. 1107