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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 to 9
ratify defective corporate actions does not affect the 10
validity or effectiveness of certain corporate actions 11
properly ratified; providing for a process whereby 12
putative shares can be validated in the event of an 13
overissue; creating s. 607.0147, F.S.; requiring the 14
board of directors to take certain action to ratify a 15
defective corporate action; authorizin g those 16
exercising the powers of the directors to take certain 17
action when certain defective actions are related to 18
the ratification of the initial board of directors; 19
requiring members of the board of directors to seek 20
approval of the shareholders in conn ection with 21
ratifying a defective corporate action under certain 22
conditions; authorizing the board of directors to 23
abandon ratification at any time before the validation 24
effective time after action by the board and, if 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
required, approval of the shareholder s; creating s. 26
607.0148, F.S.; providing quorum and voting 27
requirements for the ratification of certain defective 28
corporate actions; requiring the board, in connection 29
with a shareholder meeting held to ratify a defective 30
corporate action, to send notice t o all identifiable 31
shareholders of a certain meeting date; requiring that 32
the notice state that a purpose of the meeting is to 33
consider ratification of a defective corporate action; 34
requiring the notice sent to be accompanied by certain 35
information; specifying the quorum and voting 36
requirements applicable to ratification of the 37
election of directors; requiring votes cast within the 38
voting group favoring ratification of the election of 39
a director to exceed the votes cast within the voting 40
group opposing such ratification; prohibiting holders 41
of putative shares from voting on ratification of any 42
defective corporate action and providing that they may 43
not be counted for quorum purposes or in certain 44
written consents; requiring approval of certain 45
amendments to the corporation's articles of 46
incorporation under certain circumstances; creating s. 47
607.0149, F.S.; requiring that notice be given to 48
shareholders of certain corporate action taken by the 49
board of directors; providing that notice is not 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
required for holders of certain shares whose 51
identities or addresses for notice cannot be 52
determined; providing requirements for such notice; 53
providing requirements for such notice for 54
corporations subject to certain federal reporting 55
requirements; creating s. 607.015, F.S.; specifying 56
the effects of ratification; creating s. 607.0151, 57
F.S.; requiring corporations to file articles of 58
validation under certain circumstances; providing 59
applicability; providing requirements for articles of 60
validation; creating s. 607.0152, F.S.; authorizing 61
certain persons and entities to file certain motions; 62
providing for service of process; requiring that 63
certain actions be filed within a specified timeframe; 64
authorizing the court to consider certain factors in 65
resolving certain issues; authori zing the courts to 66
take certain actions in cases involving defective 67
corporate actions; amending ss. 605.0115, 607.0503, 68
and 617.0502, F.S.; providing that a registered agent 69
may resign from certain limited liability companies or 70
foreign limited liability companies, certain dissolved 71
corporations, and certain active or dissolved 72
corporations, respectively, by delivering a specified 73
statement of resignation to the Department of State; 74
providing requirements for the statement; providing 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
that a registered agen t who is resigning from more 76
than one such corporations or limited liability 77
companies may elect to file a statement of resignation 78
for each such company or corporation or a composite 79
statement; providing requirements for composite 80
statements; requiring th at a copy of each of the 81
statements of resignation or the composite statement 82
be mailed to the address on file with the department 83
for the company or corporation or companies or 84
corporations, as applicable; amending ss. 605.0213, 85
607.0122, and 617.0122, F. S.; conforming provisions to 86
changes made by the act; providing registered agents 87
may pay one resignation fee regardless of whether 88
resigning from one or multiple dissolved companies or 89
corporations; reenacting ss. 605.0207 and 90
605.0113(3)(b), F.S., relati ng to effective dates and 91
times and to registered agents, respectively, to 92
incorporate the amendments made to s. 605.0115, F.S., 93
in references thereto; reenacting s. 658.23(1), F.S., 94
relating to submission of articles of incorporation, 95
to incorporate the a mendment made to s. 607.0122, 96
F.S., in a reference thereto; reenacting s. 97
607.0501(4), F.S., relating to registered offices and 98
registered agents, to incorporate the amendment made 99
to s. 607.0503, F.S., in a reference thereto; 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
reenacting s. 607.193(2)(b), F.S., relating to 101
supplemental corporate fees, to incorporate the 102
amendments made to ss. 605.0213 and 607.0122, F.S., in 103
references thereto; reenacting ss. 39.8298(1)(a), 104
252.71(2)(a), 288.012(6)(a), 617.1807, and 105
617.2006(4), F.S., relating to the Guardia n Ad Litem 106
direct-support organization, the Florida Emergency 107
Management Assistance Foundation, State of Florida 108
international offices, conversion to corporation not 109
for profit, and incorporation of labor unions or 110
bodies, respectively, to incorporate the amendment 111
made to s. 617.0122, F.S., in references thereto; 112
reenacting s. 617.0501(3) and 617.0503(1)(a), F.S., 113
relating to registered agents, to incorporate the 114
amendment made to s. 617.0502, F.S., in references 115
thereto; providing an effective date. 116
117
Be It Enacted by the Legislature of the State of Florida: 118
119
Section 1. Section 607.0145, Florida Statutes, is created 120
to read: 121
607.0145 Definitions. —As used in ss. 607.0145 -607.0152, 122
the term: 123
(1) "Corporate action" means any action taken by or on 124
behalf of a corporation, including any action taken by the 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
incorporator, the board of directors, a committee of the board 126
of directors, an officer or agent of the corporation, or the 127
shareholders. 128
(2) "Date of the defective corporate action" means the 129
date, or, if the exact date is unknown, the approximate date, on 130
which the defective corporate action was purported to have been 131
taken. 132
(3) "Defective corporate action" means: 133
(a) Any corporate action purportedly taken which is, and 134
at the time such cor porate action was purportedly taken would 135
have been, within the power of the corporation, but is void or 136
voidable due to a failure of authorization; or 137
(b) An overissue. 138
(4) "Failure of authorization" means the failure to 139
authorize, approve, or otherwi se effect a corporate action in 140
compliance with this chapter, the corporation's articles of 141
incorporation or bylaws, a corporate resolution, or any plan or 142
agreement to which the corporation is a party, if and to the 143
extent such failure would render such c orporate action void or 144
voidable. 145
(5) "Overissue" means the purported issuance of: 146
(a) Shares of a class or series in excess of the number of 147
shares of the class or series the corporation has the power to 148
issue under s. 607.0601 at the time of such iss uance; or 149
(b) Shares of any class or series that is not then 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
authorized for issuance by the corporation's articles of 151
incorporation. 152
(6) "Putative shares" means the shares of any class or 153
series, including shares issued upon exercise of rights, 154
options, warrants or other securities convertible into shares of 155
the corporation, or interests with respect to such shares, that 156
were created or issued as a result of a defective corporate 157
action and that: 158
(a) Would constitute valid shares but for any failure of 159
authorization; or 160
(b) Cannot be determined by the board of directors to be 161
valid shares. 162
(7) "Valid shares" means the shares of any class or series 163
that have been duly authorized and validly issued in accordance 164
with this chapter, including as a res ult of ratification or 165
validation under ss. 607.0145 -607.0152. 166
(8)(a) "Validation effective time," with respect to any 167
defective corporate action ratified under ss. 607.0145 -607.0152, 168
means the later of the following: 169
1. The date and time at which the ratification of the 170
defective corporate action is approved by the shareholders, or 171
if approval of shareholders is not required, the date and time 172
at which the notice required by s. 607.0149 becomes effective in 173
accordance with s. 607.0141; 174
2. If no articles of validation are required to be filed 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
in accordance with s. 607.0151, the date and time at which the 176
notice required by s. 607.0149 becomes effective in accordance 177
with s. 607.0141; or 178
3. If articles of validation are required to be filed in 179
accordance with s. 607.0151, the date and time at which the 180
articles of validation filed in accordance with s. 607.0151 181
become effective. 182
(b) The validation effective time will not be affected by 183
the filing or pendency of a judicial proceeding under s. 184
607.0152 or any other law unless otherwise ordered by the court. 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 corp orate action was ratified in 191
accordance with the requirements of s. 607.0147, including the 192
filing, if required, of articles of validation pursuant to s. 193
607.0151; or 194
(b) The defective corporate action was validated in 195
accordance with s. 607.0152. 196
(2) Ratification under s. 607.0147 or validation under s. 197
607.0152 may not be deemed to be the exclusive means of 198
ratifying or validating any defective corporate action, and the 199
absence or failure of ratification in accordance with 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 will 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 will be 206
valid shares effective as of the date originally issued or 207
purportedly issued upon: 208
(a) The effectiveness under ss. 607.0145 -607.0152 and ss. 209
607.1001-607.1009 of an amendment to th e articles of 210
incorporation authorizing, designating, or creating such shares; 211
or 212
(b) The effectiveness of any other corporate action taken 213
under ss. 607.0145-607.0152 ratifying the authorization, 214
designation, or creation of such shares. 215
Section 3. Section 607.0147, Florida Statutes, is created 216
to read: 217
607.0147 Ratification of defective corporate actions. — 218
(1) To ratify a defective corporate action under this 219
section, other than to ratify an election of the initial board 220
of directors under subsec tion (2), the board of directors must 221
take the action in accordance with s. 607.0148, stating all of 222
the following: 223
(a) The defective corporate action to be ratified and, if 224
the defective corporate action involved the issuance of putative 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
shares, the number and type of putative shares purportedly 226
issued. 227
(b) The date of the defective corporate action. 228
(c) The nature of the failure of authorization with 229
respect to the defective corporate action to be ratified. 230
(d) That the board of directors approves the ratification 231
of the defective corporate action. 232
(2) If a defective corporate action to be ratified relates 233
to the election of the initial board of directors of the 234
corporation under s. 607.0205(1)(b), a majority of the persons 235
who, at the time of th e ratification, are exercising the powers 236
of directors must take an action stating all of the following: 237
(a) The name of the person or persons who first took 238
action in the name of the corporation as the initial board of 239
directors of the corporation. 240
(b) The earlier of the date on which either such persons 241
first took such action or were purported to have been elected to 242
the initial board of directors. 243
(c) That the ratification of the election of such person 244
or persons as the initial board of directors is approved. 245
(3) If any provision of this chapter, the corporation's 246
articles of incorporation or bylaws, any corporate resolution, 247
or any plan or agreement in effect at the time action to which 248
the corporation is a party under subsection (1) is taken 249
requires shareholder approval, or would have required 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
shareholder approval, at the date of the occurrence of the 251
defective corporate action, the ratification of the defective 252
corporate action approved in the action taken by the directors 253
under subsection (1) must be submitted to the shareholders for 254
approval in accordance with s. 607.0148. 255
(4) Unless otherwise provided in the action taken by the 256
board of directors under subsection (1), after the action by the 257
board of directors has been taken and, if required, approved by 258
the shareholders, the board of directors may abandon the 259
ratification at any time before the validation effective time 260
without further action of the shareholders. 261
Section 4. Section 607.0148, Florida Statutes, is created 262
to read: 263
607.0148 Action on ratification. — 264
(1) The quorum and voting requirements applicable to a 265
ratifying action by the board of directors under s. 607.0147(1) 266
are the quorum and voting requirements applicable to the 267
corporate action proposed to be ratified at the time such 268
ratifying action is taken. 269
(2)(a) If the ratification of the defective corporate 270
action requires approval by the shareholders under s. 271
607.0147(3), and if the approval is to be given at a meeting, 272
the corporation must give notice of the meeting to each holder 273
of valid and putative shares, regardless of whether entitled to 274
vote, as of the record date for notice of the meeting and as of 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
the date of the occurrence of the defective corporate action; 276
however, such notice is not required to be given to holders of 277
valid or putative shares whose identities or addresses for 278
notice cannot be determined from the records of the corporation. 279
The notice must state that the purpose, or one of the purposes, 280
of the meeting is to consider ratification of a defective 281
corporate action. 282
(b) If the ratification of the defective corporate action 283
requires approval by the shareholders under s. 607.0147(3), and 284
if the approval is to be ratified by one or more written 285
consents of the shareholders, the corporation m ust give notice 286
of the action taken by such written consent to each holder of 287
valid and putative shares as of the record date of the action by 288
written consent and as of the date of the occurrence of the 289
defective corporate action, regardless of whether ent itled to 290
vote; however, notice is not required to be given to holders of 291
valid or putative shares whose identities or addresses for 292
notice cannot be determined from the records of the corporation. 293
The notice must state that the purpose, or one of the purpo ses, 294
of the written consent was to ratify the defective corporate 295
action. 296
(c) The notice must be accompanied by both of the 297
following: 298
1. Either: 299
a. A copy of the action taken by the board of directors in 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
accordance with s. 607.0147(1); or 301
b. The information required by s. 607.0147(1)(a) -(d). 302
2. A statement that any claim asserting that the 303
ratification of such defective corporate action, and any 304
putative shares issued as a result of such defective corporate 305
action, should not be effective, or sho uld only be effective on 306
certain conditions, and must be brought, if at all, within 120 307
days after the applicable validation effective time. 308
(3) Except as provided in subsection (4) with respect to 309
the voting requirements to ratify the election of a dire ctor, 310
any quorum and voting requirements applicable to the approval by 311
the shareholders required by s. 607.0147(3) will be the quorum 312
and voting requirements that are applicable, at the time of such 313
shareholder approval, to the defective corporate action p roposed 314
to be ratified. 315
(4) The approval by shareholders at a meeting to ratify 316
the election of a director requires that the votes cast within 317
the voting group favoring such ratification exceed the votes 318
cast within the voting group opposing such ratific ation of the 319
election at a meeting at which a quorum is present. Approval by 320
shareholders by written consent to ratify the election of a 321
director requires that the consents given within the voting 322
group favoring such ratification represent a majority of th e 323
shares of the voting group. 324
(5) Putative shares on the record date for determining the 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
shareholders entitled to vote on any matter submitted to 326
shareholders under s. 607.0147(3), and without giving effect to 327
any ratification of putative shares that bec omes effective as a 328
result of such vote, will not be entitled to vote or counted for 329
quorum purposes in any vote to approve the ratification of any 330
defective corporate action. Putative shares on the record date 331
for an action by written consent, and without giving effect to 332
any ratification of putative shares that becomes effective as a 333
result of such written consent, will not be entitled to be 334
counted in any written consent to approve the ratification of 335
any defective corporate action. 336
(6) If approval und er this section of putative shares 337
would result in an overissue, in addition to the approval 338
required by s. 607.0147(3), approval of an amendment to the 339
corporation's articles of incorporation under ss. 607.1001 –340
607.1009 to increase the number of shares of an authorized class 341
or series or to authorize the creation of a class or series of 342
shares so there is no overissue will also be required. 343
Section 5. Section 607.0149, Florida Statutes, is created 344
to read: 345
607.0149 Notice requirements. — 346
(1) Unless shareholder approval is required under s. 347
607.0147(3), prompt notice of an action taken by the board of 348
directors under s. 607.0147 must be given to each holder of 349
valid shares and each holder of putative shares, regardless 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
whether entitled to vote, tha t is a holder of valid shares or 351
putative shares as of: 352
(a) The date of the action by the board of directors taken 353
under s. 607.0147; and 354
(b) The date of the occurrence of the defective corporate 355
action being ratified. 356
(2) Notice is not required to b e given to those holders of 357
valid shares or those holders of putative shares whose 358
identities or addresses for notice cannot be determined from the 359
records of the corporation. 360
(3) The notice must contain both of the following: 361
(a) Either: 362
1. A copy of the action taken by the board of directors 363
pursuant to s. 607.0147(1); or 364
2. The information required by s. 607.0147(1)(a) -(d) or s. 365
607.0147(2)(a), (b), and (c), as applicable. 366
(b) A statement that, in order to be considered, any claim 367
asserting that the ratification of the defective corporate 368
action, and any putative shares issued as a result of such 369
defective corporate action, should not be effective, or should 370
be effective only on certain conditions, and must be brought, if 371
at all, within 120 day s after the applicable validation 372
effective time. 373
(4) Notice under this section is not required with respect 374
to any action required to be submitted to shareholders for 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
approval pursuant s. 607.0147(3) if notice is given in 376
accordance with s. 607.0148(2). 377
(5) Notice required by this section may be given in any 378
manner permitted under s. 607.0141 and, for any corporation 379
subject to the reporting requirements of s. 13 or s. 15(d) of 380
the Securities Exchange Act of 1934, may be given by means of a 381
filing or furnishing of such notice with the United States 382
Securities and Exchange Commission. 383
Section 6. Section 607.015, Florida Statutes, is created 384
to read: 385
607.015 Effects of ratification. —The following provisions 386
apply from and after the validation effective time, without 387
regard to the 120-day period during which a claim may be brought 388
under s. 607.0152: 389
(1) Each defective corporate action ratified in accordance 390
with s. 607.0147 will not be void or voidable as a result of the 391
failure of authorizati on set forth and identified in the action 392
taken under s. 607.0147(1) or (2) and will be deemed a valid 393
corporate action effective as of the date of the defective 394
corporate action. 395
(2) The issuance of each putative share or fraction of a 396
putative share purportedly issued pursuant to a defective 397
corporate action identified in the action taken in accordance 398
with s. 607.0147 will not be void or voidable, and each such 399
putative share or fraction of a putative share will be deemed to 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
be an identical share or fr action of a valid share as of the 401
time it was purportedly issued. 402
(3) Any corporate action taken subsequent to the defective 403
corporate action ratified pursuant to ss. 607.0145 -607.0152 in 404
reliance on such defective corporate action having been validly 405
effected, and any subsequent defective corporate action 406
resulting directly or indirectly from such original defective 407
corporate action, will be valid as of the respective time such 408
corporate action was taken. 409
Section 7. Section 607.0151, Florida Statutes , is created 410
to read: 411
607.0151 Filings.— 412
(1) If the defective corporate action ratified under ss. 413
607.0145-607.0152 would have required a filing under this 414
chapter and either: 415
(a) Any previous filing requires any change to the filing 416
to give effect to the defective corporate action in accordance 417
with this section, including, but not limited to, a change to 418
the date and time of the effectiveness of such filing; or 419
(b) A filing was not previously filed in respect of the 420
defective corporate action, 421
422
In lieu of a filing otherwise required under this chapter, the 423
corporation must file articles of validation in accordance with 424
this section, and such articles of validation will serve to 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
amend or be a substitute for any other filing with respect to 426
such defective corporate action required by this chapter. 427
(2) The articles of validation must specify all of the 428
following: 429
(a) The defective corporate action that is the subject of 430
the articles of validation, including, in the case of any 431
defective corporate a ction involving the issuance of putative 432
shares, the number and type of putative shares issued and the 433
date or dates upon which such putative shares were purported to 434
have been issued. 435
(b) The date of the defective corporate action. 436
(c) The nature of t he failure of authorization in respect 437
of the defective corporate action. 438
(d) A statement that the defective corporate action was 439
ratified in accordance with s. 607.0147, including the date on 440
which the board of directors ratified such defective corporat e 441
action and, if applicable, the date on which the shareholders 442
approved the ratification of such defective corporate action. 443
(e)1. If a filing was previously made in respect of the 444
defective corporate action and such filing requires any change 445
to give effect to the ratification of such defective corporate 446
action pursuant to s. 607.0147: 447
a. The name, title, and filing date of the filing 448
previously made and any articles of correction for that filing; 449
b. A statement that a filing containing all of the 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
information required to be included under the applicable 451
provisions of this chapter to give effect to such defective 452
corporate action is attached as an exhibit to the articles of 453
validation; and 454
c. The date and time that such filing is deemed to have 455
become effective. 456
2. If a filing was not previously made in respect of the 457
defective corporate action and the defective corporate action 458
ratified pursuant to s. 607.0147 would have required a filing 459
under any other provision of this chapter: 460
a. A statement that a filing containing all of the 461
information required to be included under the applicable 462
provisions of this chapter to give effect to such defective 463
corporate action is attached as an exhibit to the articles of 464
validation; and 465
b. The date and time that such filing is deemed to have 466
become effective. 467
Section 8. Section 607.0152, Florida Statutes, is created 468
to read: 469
607.0152 Judicial proceedings regarding validity of 470
corporate actions.— 471
(1) Subject to subsection (4), upon application by the 472
corporation, any successor entity to the corporation; a director 473
of the corporation; any shareholder, beneficial shareholder, or 474
unrestricted voting trust beneficial owner of the corporation, 475
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including any such shareholder, beneficial shareholder, or 476
unrestricted voting trust beneficial owner as of the date of the 477
defective corporate action ratified pursuant to s. 607.0147; or 478
any other person claiming to be substantially and adversely 479
affected by a ratification in accordance with s. 607.0147, the 480
circuit court in the applicable county may take any one or more 481
of the following actions: 482
(a) Determine the validity and effectiveness of any 483
corporate action or defective corporate action ratified pursuant 484
to s. 607.0147. 485
(b) Determine the validity and effectiv eness of any 486
ratification of any defective corporate action pursuant to s. 487
607.0147. 488
(c) Determine the validity and effectiveness of any 489
defective corporate action not ratified or not ratified 490
effectively pursuant to s. 607.0147. 491
(d) Determine the validity of any putative shares. 492
(e) Modify or waive any of the procedures specified in s. 493
607.0147 or s. 607.0148 to ratify a defective corporate action. 494
(2) In connection with an action brought under this 495
section, the court may make such findings or issue such orders 496
and take into account any one or more factors or considerations 497
as it deems proper under the circumstances, including, but not 498
limited to, any one or more of the factors, considerations, 499
findings, and orders set forth in subsections (5) a nd (6). 500
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(3) Service of process of the application under subsection 501
(1) on the corporation may be made in any manner provided in 502
chapter 48 for service on a corporation, and no other party need 503
be joined in order for the court to adjudicate the matter. In an 504
action filed by the corporation, the court may require that 505
notice of the action be provided to other persons specified by 506
the court and permit such other persons to intervene in the 507
action. 508
(4) Notwithstanding any other law to the contrary, any 509
action asserting that the ratification of a defective corporate 510
action, and any putative shares issued as a result of such 511
defective corporate action, should not be effective, or should 512
be effective only on certain conditions, must be brought, if at 513
all, within 120 days after the validation effective time. 514
(5) In connection with the resolution of matters under 515
subsection (2), the court may consider any of the following: 516
(a) Whether the defective corporate action was originally 517
approved or effectuated with t he belief that the approval or 518
effectuation was in compliance with the provisions of this 519
chapter, the articles of incorporation, or the bylaws of the 520
corporation. 521
(b) Whether the corporation and board of directors have 522
treated the defective corporate ac tion as a valid act or 523
transaction and whether any person has acted in reliance on the 524
public record that such defective corporate action was valid. 525
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(c) Whether any person will be or was harmed by the 526
ratification or validation of the defective corporate action, 527
excluding any harm that would have resulted if the defective 528
corporate action had been valid when approved or effectuated. 529
(d) Whether any person will be harmed by the failure to 530
ratify or validate the defective corporate action. 531
(e) Whether the defective corporate action was a conflict 532
of interest transaction. 533
(f) Any other factors or considerations the court deems 534
just and equitable. 535
(6) In connection with an action under this section, the 536
court may do any one or more of the following: 537
(a) Declare that a ratification in accordance with and 538
pursuant to s. 607.0147 is not effective or shall only be 539
effective at a time or upon conditions established by the court. 540
(b) Validate and declare effective any defective corporate 541
action or putative shares and impose conditions upon such 542
validation. 543
(c) Require measures to remedy or avoid harm to any person 544
substantially and adversely affected by a ratification in 545
accordance with and pursuant to s. 607.0147 or by any order of 546
the court pursuant to this section, excluding any harm that 547
would have resulted if the defective corporate action had been 548
valid when approved or effectuated. 549
(d) Order the department to accept an instrument for 550
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filing with an effective time specified by the court, which 551
effective time may be before or after the date and time of such 552
order, provided that the filing date of such instrument shall be 553
determined in accordance with s. 607.0123. 554
(e) Approve a stock ledger for the corporation that 555
includes any shares ratified or v alidated in accordance with 556
this section or s. 607.0147. 557
(f) Declare that the putative shares are valid shares or 558
require a corporation to issue and deliver valid shares in place 559
of any putative shares. 560
(g) Order that a meeting of holders of valid shar es or 561
putative shares be held and exercise such powers as it deems 562
appropriate with respect to such a meeting. 563
(h) Declare that a defective corporate action validated by 564
the court shall be effective as of the date and time of the 565
defective corporate acti on or at such other date and time as 566
determined by the court. 567
(i) Declare that putative shares validated by the court 568
shall be deemed to be identical valid shares or fractions of 569
valid shares as of the date and time originally issued or 570
purportedly issued or at such other date and time as determined 571
by the court. 572
(j) Require payment by the corporation of reasonable 573
expenses, including attorney fees and costs, that the court 574
finds just and equitable under the circumstances. 575
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(k) Issue other orders as it deems necessary and proper 576
under the circumstances. 577
Section 9. Subsection (2) of section 605.0115, Florida 578
Statutes, is amended, and subsection (6) is added to that 579
section, to read: 580
605.0115 Resignation of registered agent. — 581
(2) After delivering the statement of resignation to the 582
department for filing, the registered agent must promptly mail a 583
copy to the limited liability company's or foreign limited 584
liability company's current mailing address ; provided, however, 585
that if a composite statement of resignation is being filed 586
pursuant to subsection (6), the registered agent must promptly 587
mail a copy of either the composite statement of resignation or 588
a separate notice of resignation for each respective limited 589
liability company, in each case using th e respective mailing 590
address of the respective limited liability company that then 591
appears in the records of the department . 592
(6)(a) If a registered agent is resigning as registered 593
agent from more than one limited liability company that each has 594
been dissolved, either voluntarily, administratively, or by 595
court action, for a continuous period of 10 years or longer, the 596
registered agent may elect to file the statement of resignation 597
separately for each such limited liability company or may elect 598
to file a single composite statement of resignation covering two 599
or more limited liability companies. Any such composite 600
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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
statement of resignation must set forth, for each such limited 601
liability company covered by the statement of resignation, the 602
name of the respecti ve limited liability and the date 603
dissolution became effective for the respective limited 604
liability company. 605
(b) This subsection is applicable only to resignations 606
from limited liability companies as defined in this chapter. 607
Section 10. Subsection (2) of section 607.0503, Florida 608
Statutes, is amended, and subsection (6) is added to that 609
section, to read: 610
607.0503 Resignation of registered agent. — 611
(2) After delivering the statement of resignation to the 612
department for filing, the registered agent must promptly mail a 613
copy to the corporation at its current mailing address ; 614
provided, however, that if a composite statement of resignation 615
is being filed pursuant to subsection (6), the registered agent 616
must promptly mail a copy of either the composite statement of 617
resignation or a separate notice of resignation for each 618
respective corporation, in each case using the respective 619
mailing address of the respective corporation that then appears 620
in the records of the department . 621
(6)(a) If a registered agent is resigning as registered 622
agent from more than one corporation that each has been 623
dissolved, either voluntarily, administratively, or by court 624
action, for a continuous period of 10 years or longer, the 625
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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
registered agent may elect to file the statement of resignation 626
separately for each such corporation or may elect to file a 627
single composite statement of resignation covering two or more 628
corporations. Any such composite statement of resignation must 629
set forth, for each such corporation covered by the statem ent of 630
resignation, the name of the respective corporation and the date 631
that dissolution became effective for the respective 632
corporation. 633
(b) This subsection is applicable only to resignations by 634
registered agents from domestic corporations. 635
Section 11. Subsection (2) of section 617.0502, Florida 636
Statutes, is amended to read: 637
617.0502 Change of registered office or registered agent; 638
resignation of registered agent. — 639
(2)(a) Any registered agent may resign his or her agency 640
appointment by signing an d delivering for filing with the 641
Department of State a statement of resignation and mailing a 642
copy of such statement to the corporation at its mailing address 643
as it then appears in the records of the Department of State; 644
provided, however, that if a compos ite statement of resignation 645
is being filed pursuant to paragraph (b), the registered agent 646
must promptly mail a copy of either the composite statement of 647
resignation or a separate notice of resignation for each 648
respective corporation, in each case using t he respective 649
mailing address of the respective corporation that then appears 650
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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
in the records of the Department of State principal office 651
address shown in its most recent annual report or, if none, 652
filed in the articles of incorporation or other most recent ly 653
filed document. The statement of resignation shall state that a 654
copy of such statement of resignation or, if applicable, notice 655
of resignation, has been mailed to the corporation at the 656
address so stated. The agency is terminated as of the 31st day 657
after the date on which the statement was filed and unless 658
otherwise provided in the statement, termination of the agency 659
acts as a termination of the registered office. 660
(b) If a registered agent is resigning as registered agent 661
from one or more corporations that each has been dissolved, 662
either voluntarily, administratively, or by court action, for a 663
continuous period of 10 years or longer, the registered agent 664
may elect to file the statement of resignation separately for 665
each such corporation or may elect to file a single composite 666
statement of resignation covering two or more corporations. Any 667
such composite statement of resignation must set forth, for each 668
such corporation covered by the statement of resignation, the 669
name of the respective corporation and t he date that dissolution 670
became effective for the respective corporation. This subsection 671
is applicable only to resignations by registered agents from 672
domestic corporations. 673
Section 12. Subsections (8) and (9) of section 605.0213, 674
Florida Statutes, are amended to read: 675
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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
605.0213 Fees of the department. —The fees of the 676
department under this chapter are as follows: 677
(8) For filing a registered agent's statement of 678
resignation from a an active limited liability company that has 679
not been dissolved, $85. 680
(9) For filing a registered agent's statement of 681
resignation from a dissolved limited liability company or a 682
composite statement of resignation from two or more dissolved 683
limited liability companies pursuant to s. 605.0115(6) , $25. 684
Section 13. Subsect ions (6) and (7) of section 607.0122, 685
Florida Statutes, are amended to read: 686
607.0122 Fees for filing documents and issuing 687
certificates.—The department shall collect the following fees 688
when the documents described in this section are delivered to 689
the department for filing: 690
(6) Agent's statement of resignation from a active 691
corporation that has not been dissolved : $87.50. 692
(7) Agent's statement of resignation from a dissolved an 693
inactive corporation or a composite statement of resignation 694
from two or more dissolved corporations pursuant to s. 695
607.0502(6): $35. 696
Section 14. Subsections (6) and (7) of section 617.0122, 697
Florida Statutes, are amended to read: 698
617.0122 Fees for filing documents and issuing 699
certificates.—The Department of State shall col lect the 700
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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
following fees on documents delivered to the department for 701
filing: 702
(6) Agent's statement of resignation from a active 703
corporation that has not been dissolved : $87.50. 704
(7) Agent's statement of resignation from a dissolved 705
inactive corporation or a composite statement of resignation 706
from two or more dissolved corporations pursuant to s. 707
617.0502(2)(b): $35. 708
709
Any citizen support organization that is required by rule of the 710
Department of Environmental Protection to be formed as a 711
nonprofit organization and is under contract with the department 712
is exempt from any fees required for incorporation as a 713
nonprofit organization, and the Secretary of State may not 714
assess any such fees if the citizen support organization is 715
certified by the Department of Env ironmental Protection to the 716
Secretary of State as being under contract with the Department 717
of Environmental Protection. 718
Section 15. For the purpose of incorporating the 719
amendments made by this act to section 605.0115, Florida 720
Statutes, in a reference thereto, section 605.0207, Florida 721
Statutes, is reenacted to read: 722
605.0207 Effective date and time. —Except as otherwise 723
provided in s. 605.0208, and subject to s. 605.0209(3), any 724
document delivered to the department for filing under this 725
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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
chapter may specify an effective time and a delayed effective 726
date. In the case of initial articles of organization, a prior 727
effective date may be specified in the articles of organization 728
if such date is within 5 business days before the date of 729
filing. Subject to ss. 605.0114, 605.0115, 605.0208, and 730
605.0209, a record filed by the department is effective: 731
(1) If the record filed does not specify an effective time 732
and does not specify a prior or a delayed effective date, on the 733
date and at the time the record is acce pted as evidenced by the 734
department's endorsement of the date and time on the filing. 735
(2) If the record filed specifies an effective time, but 736
not a prior or delayed effective date, on the date the record is 737
accepted, as evidenced by the department's end orsement, and at 738
the time specified in the filing. 739
(3) If the record filed specifies a delayed effective 740
date, but not an effective time, at 12:01 a.m. on the earlier 741
of: 742
(a) The specified date; or 743
(b) The 90th day after the record is filed. 744
(4) If the record filed specifies a delayed effective date 745
and an effective time, at the specified time on or the earlier 746
of: 747
(a) The specified date; or 748
(b) The 90th day after the record is filed. 749
(5) If the record filed is the initial articles of 750
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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
organization and specifies an effective date before the date of 751
the filing, but no effective time, at 12:01 a.m. on the later 752
of: 753
(a) The specified date; or 754
(b) The 5th business day before the record is filed. 755
(6) If the record filed is the initial articles of 756
organization and specifies an effective time and an effective 757
date before the date of the filing, at the specified time on the 758
later of: 759
(a) The specified date; or 760
(b) The 5th business day before the record is filed. 761
(7) If the record filed does n ot specify the time zone or 762
place at which the date or time, or both, is to be determined, 763
the date or time, or both, at which it becomes effective shall 764
be those prevailing at the place of filing in this state. 765
Section 16. For the purpose of incorpora ting the 766
amendments made by this act to section 605.0115, Florida 767
Statutes, in a reference thereto, paragraph (b) of subsection 768
(3) of section 605.0113, Florida Statutes, is reenacted to read: 769
605.0113 Registered agent. — 770
(3) The duties of a registered agent are as follows: 771
(b) If the registered agent resigns, to provide the notice 772
required under s. 605.0115(2) to the company or foreign limited 773
liability company at the address most recently supplied to the 774
agent by the company or foreign limited liabil ity company. 775
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Section 17. For the purpose of incorporating the amendment 776
made by this act to section 607.0122, Florida Statutes, in a 777
reference thereto, subsection (1) of section 658.23, Florida 778
Statutes, is reenacted to read: 779
658.23 Submission of art icles of incorporation; contents; 780
form; approval; filing; commencement of corporate existence; 781
bylaws.— 782
(1) Within 3 months after approval by the office and the 783
appropriate federal regulatory agency, the applicant shall 784
submit its duly executed articles of incorporation to the 785
office, together with the filing fee due the Department of State 786
under s. 607.0122. 787
Section 18. For the purpose of incorporating the amendment 788
made by this act to section 607.0503, Florida Statutes, in a 789
reference thereto, subse ction (4) of section 607.0501, Florida 790
Statutes, is reenacted to read: 791
607.0501 Registered office and registered agent. — 792
(4) The duties of a registered agent are: 793
(a) To forward to the corporation at the address most 794
recently supplied to the register ed agent by the corporation, a 795
process, notice, or demand pertaining to the corporation which 796
is served on or received by the registered agent; and 797
(b) If the registered agent resigns, to provide the notice 798
required under s. 607.0503 to the corporation a t the address 799
most recently supplied to the registered agent by the 800
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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
corporation. 801
Section 19. For the purpose of incorporating the 802
amendments made by this act to sections 605.0213 and 607.0122, 803
Florida Statutes, in references thereto, paragraph (b) of 804
subsection (2) of section 607.193, Florida Statutes, is 805
reenacted to read: 806
607.193 Supplemental corporate fee. — 807
(2) 808
(b) In addition to the fees levied under ss. 605.0213, 809
607.0122, and 620.1109 and the supplemental corporate fee, a 810
late charge of $400 shall be imposed if the supplemental 811
corporate fee is remitted after May 1 except in circumstances in 812
which a business entity was administratively dissolved or its 813
certificate of authority was revoked due to its failure to file 814
an annual report and the ent ity subsequently applied for 815
reinstatement and paid the applicable reinstatement fee. 816
Section 20. For the purpose of incorporating the amendment 817
made by this act to section 617.0122, Florida Statutes, in a 818
reference thereto, paragraph (a) of subsection (1) of section 819
39.8298, Florida Statutes, is reenacted to read: 820
39.8298 Guardian Ad Litem direct -support organization. — 821
(1) AUTHORITY.—The Statewide Guardian Ad Litem Office 822
created under s. 39.8296 is authorized to create a direct -823
support organization. 824
(a) The direct-support organization must be a Florida 825
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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
corporation not for profit, incorporated under the provisions of 826
chapter 617. The direct -support organization shall be exempt 827
from paying fees under s. 617.0122. 828
Section 21. For the purpose of incorporating the amendment 829
made by this act to section 617.0122, Florida Statutes, in a 830
reference thereto, paragraph (a) of subsection (2) of section 831
252.71, Florida Statutes, is reenacted to read: 832
252.71 Florida Emergency Management Assistan ce 833
Foundation.— 834
(2) The foundation is hereby created as a direct -support 835
organization of the division to provide assistance, funding, and 836
support to the division in its disaster response, recovery, and 837
relief efforts for natural emergencies. 838
(a) The foundation must be an organization that is a 839
Florida nonprofit corporation incorporated under chapter 617, 840
approved by the Department of State, and recognized under s. 841
501(c)(3) of the Internal Revenue Code. The foundation is exempt 842
from paying fees under s. 617.0122. 843
Section 22. For the purpose of incorporating the amendment 844
made by this act to section 617.0122, Florida Statutes, in a 845
reference thereto, paragraph (a) of subsection (6) of section 846
288.012, Florida Statutes, is reenacted to read: 847
288.012 State of Florida international offices; direct -848
support organization. —The Legislature finds that the expansion 849
of international trade and tourism is vital to the overall 850
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health and growth of the economy of this state. This expansion 851
is hampered by the lack of technical and business assistance, 852
financial assistance, and information services for businesses in 853
this state. The Legislature finds that these businesses could be 854
assisted by providing these services at State of Florida 855
international offices. The Legi slature further finds that the 856
accessibility and provision of services at these offices can be 857
enhanced through cooperative agreements or strategic alliances 858
between private businesses and state, local, and international 859
governmental entities. 860
(6)(a) The department shall establish and contract with a 861
direct-support organization, organized as a nonprofit under 862
chapter 617 and recognized under s. 501(c)(3) of the Internal 863
Revenue Code, to carry out the provisions of this section; 864
assist with the coordinatio n of international trade development 865
efforts; and assist in development and planning related to 866
foreign investment, international partnerships, and other 867
international business and trade development. The organization 868
is exempt from paying fees under s. 617 .0122. 869
Section 23. For the purpose of incorporating the amendment 870
made by this act to section 617.0122, Florida Statutes, in a 871
reference thereto, section 617.1807, Florida Statutes, is 872
reenacted to read: 873
617.1807 Conversion to corporation not for pro fit; 874
authority of circuit judge. —If the circuit judge to whom the 875
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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
petition and proposed articles of incorporation are presented 876
finds that the petition and proposed articles are in proper 877
form, he or she shall approve the articles of incorporation and 878
endorse his or her approval thereon; such approval shall provide 879
that all of the property of the petitioning corporation shall 880
become the property of the successor corporation not for profit, 881
subject to all indebtedness and liabilities of the petitioning 882
corporation. The articles of incorporation with such 883
endorsements thereupon shall be sent to the Department of State, 884
which shall, upon receipt thereof and upon payment of all taxes 885
due the state by the petitioning corporation, if any, issue a 886
certificate showing the receipt of the articles of incorporation 887
with the endorsement of approval thereon and of the payment of 888
all taxes to the state. Upon payment of the filing fees 889
specified in s. 617.0122, the Department of State shall file the 890
articles of incorporatio n, and from thenceforth the petitioning 891
corporation shall become a corporation not for profit under the 892
name adopted in the articles of incorporation and subject to all 893
the rights, powers, immunities, duties, and liabilities of 894
corporations not for profit under state law, and its rights, 895
powers, immunities, duties, and liabilities as a corporation for 896
profit shall cease and determine. 897
Section 24. For the purpose of incorporating the amendment 898
made by this act to section 617.0122, Florida Statutes, in a 899
reference thereto, subsection (4) of section 617.2006, Florida 900
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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
Statutes, is reenacted to read: 901
617.2006 Incorporation of labor unions or bodies. —Any 902
group or combination of groups of workers or wage earners, 903
bearing the name labor, organized labor, feder ation of labor, 904
brotherhood of labor, union labor, union labor committee, trade 905
union, trades union, union labor council, building trades 906
council, building trades union, allied trades union, central 907
labor body, central labor union, federated trades council , local 908
union, state union, national union, international union, 909
district labor council, district labor union, American 910
Federation of Labor, Florida Federation of Labor, or any 911
component parts or significant words of such terms, whether the 912
same be used in juxtaposition or with interspace, may be 913
incorporated under this act. 914
(4) Upon the filing of the articles of incorporation and 915
the petition, and the giving of such notice, the circuit judge 916
to whom such petition may be addressed shall, upon the date 917
stated in such notice, take testimony and inquire into the 918
admissions and purposes of such organization and the necessity 919
therefor, and upon such hearing, if the circuit judge shall be 920
satisfied that the allegations set forth in the petition and 921
articles of incorporation have been substantiated, and shall 922
find that such organization will not be harmful to the community 923
in which it proposes to operate, or to the state, and that it is 924
intended in good faith to carry out the purposes and objects set 925
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forth in the articles of incorporation, and that there is a 926
necessity therefor, the judge shall approve the articles of 927
incorporation and endorse his or her approval thereon. Upon the 928
filing of the articles of incorporation with its endorsements 929
thereupon with the Depa rtment of State and payment of the filing 930
fees specified in s. 617.0122, the subscribers and their 931
associates and successors shall be a corporation by the name 932
given. 933
Section 25. For the purpose of incorporating the amendment 934
made by this act to sectio n 617.0502, Florida Statutes, in a 935
reference thereto, subsection (3) of section 617.0501, Florida 936
Statutes, is reenacted to read: 937
617.0501 Registered office and registered agent. — 938
(3) A registered agent appointed pursuant to this section 939
or a successor registered agent appointed pursuant to s. 940
617.0502 on whom process may be served shall each file a 941
statement in writing with the Department of State, in such form 942
and manner as shall be prescribed by the department, accepting 943
the appointment as a register ed agent simultaneously with his or 944
her being designated. Such statement of acceptance shall state 945
that the registered agent is familiar with, and accepts, the 946
obligations of that position. 947
Section 26. For the purpose of incorporating the amendment 948
made by this act to section 617.0502, Florida Statutes, in a 949
reference thereto, paragraph (a) of subsection (1) of section 950
CS/HB 1189 2024
CODING: Words stricken are deletions; words underlined are additions.
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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
617.0503, Florida Statutes, is reenacted to read: 951
617.0503 Registered agent; duties; confidentiality of 952
investigation records. — 953
(1)(a) Each corporation, foreign corporation, or alien 954
business organization that owns real property located in this 955
state, that owns a mortgage on real property located in this 956
state, or that transacts business in this state shall have and 957
continuously maintain in this state a registered office and a 958
registered agent and shall file with the Department of State 959
notice of the registered office and registered agent as provided 960
in ss. 617.0501 and 617.0502. The appointment of a registered 961
agent in compliance with s. 617.0501 or s. 617.0502 is 962
sufficient for purposes of this section if the registered agent 963
so appointed files, in the form and manner prescribed by the 964
Department of State, an acceptance of the obligations provided 965
for in this section. 966
Section 27. This act shall take effect July 1, 2024. 967