FL
Florida House Bill H1189

Florida 2024 Regular Session

Florida House Bill H1189 Compare Versions

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1010 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
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1414 A bill to be entitled 1
1515 An act relating to corporate actions; creating s. 2
1616 607.0145, F.S.; defining terms; creating s. 607.0146, 3
1717 F.S.; providing that a defective corporate action is 4
1818 not void or voidable in certain circumstances; 5
1919 providing that ratification or validation under 6
2020 certain circumstances may not be deemed the exclusive 7
2121 means of either ratifying or validating defective 8
22-corporate actions, and that the absence or failure to 9
23-ratify defective corporate actions does not affect the 10
24-validity or effectiveness of certain corporate actions 11
25-properly ratified; providing for a process whereby 12
26-putative shares can be validated in the event of an 13
27-overissue; creating s. 607.0147, F.S.; requiring the 14
28-board of directors to take certain action to ratify a 15
29-defective corporate action; authorizin g those 16
30-exercising the powers of the directors to take certain 17
31-action when certain defective actions are related to 18
32-the ratification of the initial board of directors; 19
22+corporate actions, and that the absence or failure of 9
23+ratification does not affect the validity or 10
24+effectiveness of certain corporate actions properly 11
25+ratified; providing for the validity of putative 12
26+shares in the event of an overissue; creating s. 13
27+607.0147, F.S.; requiring the board of directors to 14
28+take certain action to ratify a defective corporate 15
29+action; authorizing those exercising the powers of the 16
30+directors to take certain action when certain 17
31+defective actions are related to the ratification of 18
32+the election of the initial board of directors; 19
3333 requiring members of the board of directors to seek 20
34-approval of the shareholders in conn ection with 21
35-ratifying a defective corporate action under certain 22
36-conditions; authorizing the board of directors to 23
37-abandon ratification at any time before the validation 24
38-effective time after action by the board and, if 25
34+approval of the shareholders under certain conditions; 21
35+authorizing the board of directors to abandon 22
36+ratification at any time before the validation 23
37+effective time after action by the board and, if 24
38+required, approval of the shareholders; creating s. 25
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4747 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
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51-required, approval of the shareholder s; creating s. 26
52-607.0148, F.S.; providing quorum and voting 27
53-requirements for the ratification of certain defective 28
54-corporate actions; requiring the board, in connection 29
55-with a shareholder meeting held to ratify a defective 30
56-corporate action, to send notice t o all identifiable 31
57-shareholders of a certain meeting date; requiring that 32
58-the notice state that a purpose of the meeting is to 33
59-consider ratification of a defective corporate action; 34
60-requiring the notice sent to be accompanied by certain 35
61-information; specifying the quorum and voting 36
62-requirements applicable to ratification of the 37
63-election of directors; requiring votes cast within the 38
64-voting group favoring ratification of the election of 39
65-a director to exceed the votes cast within the voting 40
66-group opposing such ratification; prohibiting holders 41
67-of putative shares from voting on ratification of any 42
68-defective corporate action and providing that they may 43
69-not be counted for quorum purposes or in certain 44
70-written consents; requiring approval of certain 45
71-amendments to the corporation's articles of 46
72-incorporation under certain circumstances; creating s. 47
73-607.0149, F.S.; requiring that notice be given to 48
74-shareholders of certain corporate action taken by the 49
75-board of directors; providing that notice is not 50
51+607.0148, F.S.; providing quorum and voting 26
52+requirements for the rat ification of certain defective 27
53+corporate actions; requiring the board to send notice 28
54+to all identifiable shareholders of a certain meeting 29
55+date; requiring that the notice state that a purpose 30
56+of the meeting is to consider ratification of a 31
57+defective corporate action; requiring the board to 32
58+send notice to all identifiable shareholders if the 33
59+ratification of the defective corporate action is to 34
60+be accomplished by consent of the shareholders; 35
61+specifying the quorum and voting requirements 36
62+applicable to ratifica tion of the election of 37
63+directors; prohibiting holders of putative shares from 38
64+voting on ratification of any defective corporate 39
65+action and providing that they may not be counted for 40
66+quorum purposes or in certain written consent; 41
67+requiring approval of cert ain amendments to the 42
68+corporation's articles of incorporation under certain 43
69+circumstances; creating s. 607.0149, F.S.; requiring 44
70+that notice be given to shareholders of certain 45
71+corporate action taken by the board of directors; 46
72+providing requirements for su ch notice; providing 47
73+requirements for such notice for corporations subject 48
74+to certain federal reporting requirements; creating s. 49
75+607.015, F.S.; specifying the effects of ratification; 50
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8484 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
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88-required for holders of certain shares whose 51
89-identities or addresses for notice cannot be 52
90-determined; providing requirements for such notice; 53
91-providing requirements for such notice for 54
92-corporations subject to certain federal reporting 55
93-requirements; creating s. 607.015, F.S.; specifying 56
94-the effects of ratification; creating s. 607.0151, 57
95-F.S.; requiring corporations to file articles of 58
96-validation under certain circumstances; providing 59
97-applicability; providing requirements for articles of 60
98-validation; creating s. 607.0152, F.S.; authorizing 61
99-certain persons and entities to file certain motions; 62
100-providing for service of process; requiring that 63
101-certain actions be filed within a specified timeframe; 64
102-authorizing the court to consider certain factors in 65
103-resolving certain issues; authori zing the courts to 66
104-take certain actions in cases involving defective 67
105-corporate actions; amending ss. 605.0115, 607.0503, 68
106-and 617.0502, F.S.; providing that a registered agent 69
107-may resign from certain limited liability companies or 70
108-foreign limited liability companies, certain dissolved 71
109-corporations, and certain active or dissolved 72
110-corporations, respectively, by delivering a specified 73
111-statement of resignation to the Department of State; 74
112-providing requirements for the statement; providing 75
88+creating s. 607.0151, F.S.; requiring corporations to 51
89+file articles of validation under certain 52
90+circumstances; providing applicability; providing 53
91+requirements for articles of validation; creating s. 54
92+607.0152, F.S.; authorizing certain persons and 55
93+entities to file certain motions; providing for 56
94+service of process; requiring th at certain actions be 57
95+filed within a specified timeframe; authorizing the 58
96+court to consider certain factors in resolving certain 59
97+issues; authorizing the courts to take certain actions 60
98+in cases involving defective corporate actions; 61
99+amending ss. 605.0115, 6 07.0503, 607.1509, 617.0502, 62
100+and 620.1116, F.S.; providing that a registered agent 63
101+may resign from certain limited liability companies or 64
102+foreign limited liability companies, certain inactive 65
103+or dissolved corporations, certain inactive or 66
104+dissolved foreign corporations, certain active or 67
105+inactive corporations, and certain limited 68
106+partnerships or foreign limited partnerships, 69
107+respectively, by delivering a specified statement of 70
108+resignation to the Department of State; providing 71
109+requirements for the statement; providing that a 72
110+registered agent who is resigning from one or more 73
111+such corporations, companies, or partnerships may 74
112+elect to file a statement of resignation for each such 75
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121121 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
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125-that a registered agen t who is resigning from more 76
126-than one such corporations or limited liability 77
127-companies may elect to file a statement of resignation 78
128-for each such company or corporation or a composite 79
129-statement; providing requirements for composite 80
130-statements; requiring th at a copy of each of the 81
131-statements of resignation or the composite statement 82
132-be mailed to the address on file with the department 83
133-for the company or corporation or companies or 84
134-corporations, as applicable; amending ss. 605.0213, 85
135-607.0122, and 617.0122, F. S.; conforming provisions to 86
136-changes made by the act; providing registered agents 87
137-may pay one resignation fee regardless of whether 88
138-resigning from one or multiple dissolved companies or 89
139-corporations; reenacting ss. 605.0207 and 90
140-605.0113(3)(b), F.S., relati ng to effective dates and 91
141-times and to registered agents, respectively, to 92
142-incorporate the amendments made to s. 605.0115, F.S., 93
143-in references thereto; reenacting s. 658.23(1), F.S., 94
144-relating to submission of articles of incorporation, 95
145-to incorporate the a mendment made to s. 607.0122, 96
146-F.S., in a reference thereto; reenacting s. 97
147-607.0501(4), F.S., relating to registered offices and 98
148-registered agents, to incorporate the amendment made 99
149-to s. 607.0503, F.S., in a reference thereto; 100
125+company, corporation, or partnership or a composite 76
126+statement; providing requireme nts for composite 77
127+statements; requiring that a copy of the each of the 78
128+statements of resignation or the composite statement 79
129+be mailed to the address on file with the department 80
130+for the company, corporation, or partnership or 81
131+companies, corporations, or par tnerships, as 82
132+applicable; amending ss. 605.0213, 607.0122, and 83
133+617.0122, F.S.; conforming provisions to changes made 84
134+by the act; providing registered agents may pay one 85
135+resignation fee regardless of whether resigning from 86
136+one or multiple inactive or dissol ved companies or 87
137+corporations; reenacting s. 605.0207, F.S., relating 88
138+to effective dates and times and to registered agents, 89
139+respectively, to incorporate the amendments made to s. 90
140+605.0115, F.S., in references thereto; amending s. 91
141+605.0113, F.S.; conforming a cross-reference; 92
142+reenacting s. 658.23(1), F.S., relating to submission 93
143+of articles of incorporation, to incorporate the 94
144+amendments made in s. 607.0122, F.S., in a reference 95
145+thereto; reenacting s. 607.0501(4), F.S., relating to 96
146+the registered offices an d registered agents, to 97
147+incorporate the change made to s. 607.0503, F.S., in a 98
148+reference thereto; reenacting s. 607.193(2)(b), F.S., 99
149+relating to supplemental corporate fees, to 100
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158158 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
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162-reenacting s. 607.193(2)(b), F.S., relating to 101
163-supplemental corporate fees, to incorporate the 102
164-amendments made to ss. 605.0213 and 607.0122, F.S., in 103
165-references thereto; reenacting ss. 39.8298(1)(a), 104
166-252.71(2)(a), 288.012(6)(a), 617.1807, and 105
167-617.2006(4), F.S., relating to the Guardia n Ad Litem 106
168-direct-support organization, the Florida Emergency 107
169-Management Assistance Foundation, State of Florida 108
170-international offices, conversion to corporation not 109
171-for profit, and incorporation of labor unions or 110
172-bodies, respectively, to incorporate the amendment 111
173-made to s. 617.0122, F.S., in references thereto; 112
174-reenacting s. 617.0501(3) and 617.0503(1)(a), F.S., 113
175-relating to registered agents, to incorporate the 114
176-amendment made to s. 617.0502, F.S., in references 115
177-thereto; providing an effective date. 116
178- 117
179-Be It Enacted by the Legislature of the State of Florida: 118
180- 119
181- Section 1. Section 607.0145, Florida Statutes, is created 120
182-to read: 121
183- 607.0145 Definitions. —As used in ss. 607.0145 -607.0152, 122
184-the term: 123
185- (1) "Corporate action" means any action taken by or on 124
186-behalf of a corporation, including any action taken by the 125
162+incorporate the amendments made in ss. 605.0213 and 101
163+607.0122, F.S., in referenc es thereto; reenacting ss. 102
164+607.0120(9) and 607.1507(4), F.S., relating to filing 103
165+requirements and registered offices and agents of 104
166+foreign corporations, respectively, to incorporate the 105
167+amendments made to s. 607.1509, F.S., in references 106
168+thereto; reenacting ss. 39.8298(1)(a), 252.71(2)(a), 107
169+288.012(6)(a), 617.1807, and 617.2006(4), F.S., 108
170+relating to the Guardian Ad Litem direct -support 109
171+organization, the Florida Emergency Management 110
172+Assistance Foundation, State of Florida international 111
173+offices, conversion to corporation not for profit, and 112
174+incorporation of labor unions or bodies, respectively, 113
175+to incorporate the amendment made in s. 617.0122, 114
176+F.S., in references thereto; reenacting s. 617.0501(3) 115
177+and 617.0503(1)(a), F.S., relating to registered 116
178+agents, to incorporate the amendment made to s. 117
179+617.0502, F.S., in references thereto; providing an 118
180+effective date. 119
181+ 120
182+Be It Enacted by the Legislature of the State of Florida: 121
183+ 122
184+ Section 1. Section 607.0145, Florida Statutes, is created 123
185+to read: 124
186+ 607.0145 Definitions.—As used in ss. 607.0145 -607.0152, 125
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195195 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
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199-incorporator, the board of directors, a committee of the board 126
200-of directors, an officer or agent of the corporation, or the 127
201-shareholders. 128
202- (2) "Date of the defective corporate action" means the 129
203-date, or, if the exact date is unknown, the approximate date, on 130
204-which the defective corporate action was purported to have been 131
205-taken. 132
206- (3) "Defective corporate action" means: 133
207- (a) Any corporate action purportedly taken which is, and 134
208-at the time such cor porate action was purportedly taken would 135
209-have been, within the power of the corporation, but is void or 136
210-voidable due to a failure of authorization; or 137
211- (b) An overissue. 138
212- (4) "Failure of authorization" means the failure to 139
213-authorize, approve, or otherwi se effect a corporate action in 140
214-compliance with this chapter, the corporation's articles of 141
215-incorporation or bylaws, a corporate resolution, or any plan or 142
216-agreement to which the corporation is a party, if and to the 143
217-extent such failure would render such c orporate action void or 144
218-voidable. 145
219- (5) "Overissue" means the purported issuance of: 146
220- (a) Shares of a class or series in excess of the number of 147
221-shares of the class or series the corporation has the power to 148
222-issue under s. 607.0601 at the time of such iss uance; or 149
223- (b) Shares of any class or series that is not then 150
199+the term: 126
200+ (1) "Corporate action" means any action taken by or on 127
201+behalf of a corporation, including any action taken by the 128
202+incorporator, the board of directors, a committee of the board 129
203+of directors, an officer or agent of the corporation, or the 130
204+shareholders. 131
205+ (2) "Date of the defective corporate action" means the 132
206+date, or, if the exact date is unknown, the approximate date, on 133
207+which the defective corporate action was purported to have been 134
208+taken. 135
209+ (3) "Defective corporate action" means: 136
210+ (a) Any corporate action purportedly taken which is, and 137
211+at the time such corporate action was purportedly taken would 138
212+have been, within the power of the corporation, but is void or 139
213+voidable due to a failure of authorization; o r 140
214+ (b) An overissue. 141
215+ (4) "Failure of authorization" means the failure to 142
216+authorize, approve, or otherwise effect a corporate action in 143
217+compliance with this chapter, the corporation's articles of 144
218+incorporation or bylaws, a corporate resolution, or any pl an or 145
219+agreement to which the corporation is a party, if and to the 146
220+extent such failure would render such corporate action void or 147
221+voidable. 148
222+ (5) "Overissue" means the purported issuance of: 149
223+ (a) Shares of a class or series in excess of the number of 150
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232232 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
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236-authorized for issuance by the corporation's articles of 151
237-incorporation. 152
238- (6) "Putative shares" means the shares of any class or 153
239-series, including shares issued upon exercise of rights, 154
240-options, warrants or other securities convertible into shares of 155
241-the corporation, or interests with respect to such shares, that 156
242-were created or issued as a result of a defective corporate 157
243-action and that: 158
244- (a) Would constitute valid shares but for any failure of 159
245-authorization; or 160
246- (b) Cannot be determined by the board of directors to be 161
247-valid shares. 162
248- (7) "Valid shares" means the shares of any class or series 163
249-that have been duly authorized and validly issued in accordance 164
250-with this chapter, including as a res ult of ratification or 165
251-validation under ss. 607.0145 -607.0152. 166
252- (8)(a) "Validation effective time," with respect to any 167
253-defective corporate action ratified under ss. 607.0145 -607.0152, 168
254-means the later of the following: 169
255- 1. The date and time at which the ratification of the 170
256-defective corporate action is approved by the shareholders, or 171
257-if approval of shareholders is not required, the date and time 172
258-at which the notice required by s. 607.0149 becomes effective in 173
259-accordance with s. 607.0141; 174
260- 2. If no articles of validation are required to be filed 175
236+shares of the class or series the corporation has the power to 151
237+issue under s. 607.0601 at the time of such issuance; or 152
238+ (b) Shares of any class or series that is not then 153
239+authorized for issuance by the corporation's articles of 154
240+incorporation. 155
241+ (6) "Putative shares" means the shares of any class or 156
242+series, including shares issued upon exercise of rights, 157
243+options, warrants or other securities convertible into shares of 158
244+the corporation, or interests with respect to such shares, which 159
245+were created or issued as a result of a defective corporate 160
246+action and which: 161
247+ (a) Would constitute valid shares but for any failure of 162
248+authorization; or 163
249+ (b) Cannot be determined by the board of directors to be 164
250+valid shares. 165
251+ (7) "Valid shares" means the shares of any class or series 166
252+which have been duly authorized and validly issued, including as 167
253+a result of ratification or validation under ss. 607.0145 -168
254+607.0152. 169
255+ (8) "Validation effective time," with respect to any 170
256+defective corporate action ratified under ss. 607.0145 -607.0152, 171
257+means the later of the following: 172
258+ (a) The date on which the ratification of the defective 173
259+corporate action is approved by the shareholders, or if approval 174
260+of shareholders is not required, the date on which the notice 175
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269269 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
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273-in accordance with s. 607.0151, the date and time at which the 176
274-notice required by s. 607.0149 becomes effective in accordance 177
275-with s. 607.0141; or 178
276- 3. If articles of validation are required to be filed in 179
277-accordance with s. 607.0151, the date and time at which the 180
278-articles of validation filed in accordance with s. 607.0151 181
279-become effective. 182
280- (b) The validation effective time will not be affected by 183
281-the filing or pendency of a judicial proceeding under s. 184
282-607.0152 or any other law unless otherwise ordered by the court. 185
273+required by s. 607.0149 becomes e ffective in accordance with s. 176
274+607.0141; 177
275+ (b) If no articles of validation are required to be filed 178
276+in accordance with s. 607.0151, the date on which the notice 179
277+required by s. 607.0149 becomes effective in accordance with s. 180
278+607.0141; or 181
279+ (c) If articles of validation are required to be filed in 182
280+accordance with s. 607.0151, the date on which the articles of 183
281+validation filed in accordance with s. 607.0151 become 184
282+effective. 185
283283 Section 2. Section 607.0146, Florida Statutes, is created 186
284284 to read: 187
285285 607.0146 Defective corporate actions. — 188
286286 (1) A defective corporate action is not void or voidable 189
287287 if: 190
288288 (a) The defective corporate action was ratified in 191
289289 accordance with the requirements of s. 607.0147, including the 192
290290 filing, if required, of articles of validation pu rsuant to s. 193
291291 607.0151; or 194
292- (b) The defective corporate action was validated in 195
293-accordance with s. 607.0152. 196
294- (2) Ratification under s. 607.0147 or validation under s. 197
295-607.0152 may not be deemed to be the exclusive means of 198
296-ratifying or validating any defective corporate action, and the 199
297-absence or failure of ratification in accordance with ss. 200
292+ (b) The defective corporate action was validated pursuant 195
293+to s. 607.0152. 196
294+ (2) Ratification pursuant to s. 607.0147 or validation 197
295+pursuant to s. 607.0152 may not be deemed to be the exclusive 198
296+means of ratifying or validating an y defective corporate action, 199
297+and the absence or failure of ratification pursuant to ss. 200
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306306 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
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310-607.0145-607.0152 will not, in and of itself, affect the 201
310+607.0145-607.0152 does not, in and of itself, affect the 201
311311 validity or effectiveness of any corporate action properly 202
312312 ratified under common law or otherwise, and it does not create a 203
313313 presumption that any such corporate action is or was a defective 204
314314 corporate action or is or was void or voidable. 205
315- (3) In the case of an overissue, putative shares will be 206
316-valid shares effective as of the date originally issued or 207
317-purportedly issued upon: 208
318- (a) The effectiveness under ss. 607.0145 -607.0152 and ss. 209
319-607.1001-607.1009 of an amendment to th e articles of 210
320-incorporation authorizing, designating, or creating such shares; 211
321-or 212
322- (b) The effectiveness of any other corporate action taken 213
323-under ss. 607.0145-607.0152 ratifying the authorization, 214
324-designation, or creation of such shares. 215
325- Section 3. Section 607.0147, Florida Statutes, is created 216
326-to read: 217
327- 607.0147 Ratification of defective corporate actions. — 218
328- (1) To ratify a defective corporate action under this 219
329-section, other than to ratify an election of the initial board 220
330-of directors under subsec tion (2), the board of directors must 221
331-take the action in accordance with s. 607.0148, stating all of 222
332-the following: 223
333- (a) The defective corporate action to be ratified and, if 224
334-the defective corporate action involved the issuance of putative 225
315+ (3) In the case of an overissue, putative shares are valid 206
316+effective as of the date originally issued or purportedly issued 207
317+upon: 208
318+ (a) Adoption of an amendment to the articles of 209
319+incorporation authorizing, designating, or creating such shares 210
320+pursuant to ss. 607.0145 -607.0152 and ss. 607.1001 -607.1009; or 211
321+ (b) Other corporate action taken under ss. 607.0145 -212
322+607.0152 ratifying th e authorization, designation, or creation 213
323+of such shares. 214
324+ Section 3. Section 607.0147, Florida Statutes, is created 215
325+to read: 216
326+ 607.0147 Ratification of defective corporate actions. — 217
327+ (1) To ratify a defective corporate action under this 218
328+section, other than ratification of an election of the initial 219
329+board of directors under subsection (2), the board of directors 220
330+must ratify the action in accordance with s. 607.0148, stating 221
331+all of the following: 222
332+ (a) The defective corporate action to be ratified and, i f 223
333+the defective corporate action involved the issuance of putative 224
334+shares, the number and type of putative shares purportedly 225
335335
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336+HB 1189 2024
337337
338338
339339
340340 CODING: Words stricken are deletions; words underlined are additions.
341-hb1189-01-c1
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343343 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
344344
345345
346346
347-shares, the number and type of putative shares purportedly 226
348-issued. 227
349- (b) The date of the defective corporate action. 228
350- (c) The nature of the failure of authorization with 229
351-respect to the defective corporate action to be ratified. 230
347+issued. 226
348+ (b) The date of the defective corporate action. 227
349+ (c) The nature of the failure of authorization with 228
350+respect to the defective corporate action that is the subject of 229
351+the ratification. 230
352352 (d) That the board of directors approves the ratification 231
353353 of the defective corporate action. 232
354- (2) If a defective corporate action to be ratified relates 233
355-to the election of the initial board of directors of the 234
356-corporation under s. 607.0205(1)(b), a majority of the persons 235
357-who, at the time of th e ratification, are exercising the powers 236
358-of directors must take an action stating all of the following: 237
359- (a) The name of the person or persons who first took 238
360-action in the name of the corporation as the initial board of 239
361-directors of the corporation. 240
362- (b) The earlier of the date on which either such persons 241
363-first took such action or were purported to have been elected to 242
364-the initial board of directors. 243
365- (c) That the ratification of the election of such person 244
366-or persons as the initial board of directors is approved. 245
367- (3) If any provision of this chapter, the corporation's 246
368-articles of incorporation or bylaws, any corporate resolution, 247
369-or any plan or agreement in effect at the time action to which 248
370-the corporation is a party under subsection (1) is taken 249
371-requires shareholder approval, or would have required 250
354+ (2) In the event that a defective corporate action to be 233
355+ratified relates to the election of t he initial board of 234
356+directors of the corporation under s. 607.0205(1)(b), a majority 235
357+of the persons who, at the time of the ratification, are 236
358+exercising the powers of directors may take an action stating 237
359+all of the following: 238
360+ (a) The name of the person o r persons who first took 239
361+action in the name of the corporation as the initial board of 240
362+directors of the corporation. 241
363+ (b) The earlier of the dates on which either such persons 242
364+first took such action or were purported to have been elected to 243
365+the initial board of directors. 244
366+ (c) That the ratification of the election of such person 245
367+or persons to the initial board of directors is approved. 246
368+ (3) If any action taken pursuant to this section, the 247
369+corporation's articles of incorporation or bylaws, any corporate 248
370+resolution, or any plan or agreement in effect at the time of 249
371+the action to which the corporation is a party under subsection 250
372372
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375375
376376
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378-hb1189-01-c1
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380380 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
381381
382382
383383
384-shareholder approval, at the date of the occurrence of the 251
385-defective corporate action, the ratification of the defective 252
386-corporate action approved in the action taken by the directors 253
387-under subsection (1) must be submitted to the shareholders for 254
388-approval in accordance with s. 607.0148. 255
389- (4) Unless otherwise provided in the action taken by the 256
390-board of directors under subsection (1), after the action by the 257
391-board of directors has been taken and, if required, approved by 258
392-the shareholders, the board of directors may abandon the 259
393-ratification at any time before the validation effective time 260
394-without further action of the shareholders. 261
395- Section 4. Section 607.0148, Florida Statutes, is created 262
396-to read: 263
397- 607.0148 Action on ratification. — 264
398- (1) The quorum and voting requirements applicable to a 265
399-ratifying action by the board of directors under s. 607.0147(1) 266
400-are the quorum and voting requirements applicable to the 267
401-corporate action proposed to be ratified at the time such 268
402-ratifying action is taken. 269
403- (2)(a) If the ratification of the defective corporate 270
404-action requires approval by the shareholders under s. 271
405-607.0147(3), and if the approval is to be given at a meeting, 272
406-the corporation must give notice of the meeting to each holder 273
407-of valid and putative shares, regardless of whether entitled to 274
408-vote, as of the record date for notice of the meeting and as of 275
384+(1) requires shareholder approval, or would have required 251
385+shareholder approval, at the date of the occurrence of the 252
386+defective corporate action, the ratification of the defective 253
387+corporate action approved in the action taken by the directors 254
388+under subsection (1) must be submitted to the shareholders for 255
389+approval in accordance with s. 607.0148. 256
390+ (4) Unless otherwise provided in the a ction taken by the 257
391+board of directors under subsection (1), after the action by the 258
392+board of directors has been taken and, if required, approved by 259
393+the shareholders, the board of directors may abandon the 260
394+ratification at any time before the validation effe ctive time 261
395+without further action of the shareholders. 262
396+ Section 4. Section 607.0148, Florida Statutes, is created 263
397+to read: 264
398+ 607.0148 Action on ratification. — 265
399+ (1) The quorum and voting requirements applicable to a 266
400+ratifying action by the board of directors under s. 607.0147(1) 267
401+are the quorum and voting requirements applicable to the 268
402+corporate action proposed to be ratified at the time such 269
403+ratifying action is taken. 270
404+ (2)(a) If the ratification of the defective corporate 271
405+action requires approval by the shareholders under s. 272
406+607.0147(3), and if the approval is to be given at a meeting, 273
407+the corporation must notify each holder of valid and putative 274
408+shares that, regardless of whether entitled to vote as of the 275
409409
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417417 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
418418
419419
420420
421-the date of the occurrence of the defective corporate action; 276
422-however, such notice is not required to be given to holders of 277
423-valid or putative shares whose identities or addresses for 278
424-notice cannot be determined from the records of the corporation. 279
425-The notice must state that the purpose, or one of the purposes, 280
426-of the meeting is to consider ratification of a defective 281
427-corporate action. 282
428- (b) If the ratification of the defective corporate action 283
429-requires approval by the shareholders under s. 607.0147(3), and 284
430-if the approval is to be ratified by one or more written 285
431-consents of the shareholders, the corporation m ust give notice 286
432-of the action taken by such written consent to each holder of 287
433-valid and putative shares as of the record date of the action by 288
434-written consent and as of the date of the occurrence of the 289
435-defective corporate action, regardless of whether ent itled to 290
436-vote; however, notice is not required to be given to holders of 291
437-valid or putative shares whose identities or addresses for 292
438-notice cannot be determined from the records of the corporation. 293
439-The notice must state that the purpose, or one of the purpo ses, 294
440-of the written consent was to ratify the defective corporate 295
441-action. 296
421+record date for notice of the meeting and a s of the date of the 276
422+occurrence of the defective corporate action, approval is 277
423+required; however, such notice is not required to be given to 278
424+holders of valid or putative shares whose identities or 279
425+addresses for notice cannot be determined from the records of 280
426+the corporation. The notice must state that the purpose, or one 281
427+of the purposes, of the meeting is to consider ratification of a 282
428+defective corporate action. 283
429+ (b) If the ratification of the defective corporate action 284
430+requires approval by the shareholder s under s. 607.0147(3), and 285
431+if the approval is to be ratified by one or more written 286
432+consents of the shareholders, the corporation must notify each 287
433+holder of valid and putative shares as of the record date of the 288
434+action by written consent and as of the dat e of the occurrence 289
435+of the defective corporate action, regardless of whether 290
436+entitled to vote; however, notice is not required to be given to 291
437+holders of valid or putative shares whose identities or 292
438+addresses for notice cannot be determined from the records of 293
439+the corporation. The notice must state that the purpose, or one 294
440+of the purposes, of the written consent is to consider 295
441+ratification of a defective corporate action. 296
442442 (c) The notice must be accompanied by both of the 297
443443 following: 298
444- 1. Either: 299
445- a. A copy of the action taken by the board of directors in 300
444+ 1. Either a copy of th e action taken by the board of 299
445+directors pursuant to s. 607.0147(1)(a), or the information 300
446446
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449449
450450
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452-hb1189-01-c1
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454454 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
455455
456456
457457
458-accordance with s. 607.0147(1); or 301
459- b. The information required by s. 607.0147(1)(a) -(d). 302
460- 2. A statement that any claim asserting that the 303
461-ratification of such defective corporate action, and any 304
462-putative shares issued as a result of such defective corporate 305
463-action, should not be effective, or sho uld only be effective on 306
464-certain conditions, and must be brought, if at all, within 120 307
465-days after the applicable validation effective time. 308
466- (3) Except as provided in subsection (4) with respect to 309
467-the voting requirements to ratify the election of a dire ctor, 310
468-any quorum and voting requirements applicable to the approval by 311
469-the shareholders required by s. 607.0147(3) will be the quorum 312
470-and voting requirements that are applicable, at the time of such 313
471-shareholder approval, to the defective corporate action p roposed 314
472-to be ratified. 315
473- (4) The approval by shareholders at a meeting to ratify 316
474-the election of a director requires that the votes cast within 317
475-the voting group favoring such ratification exceed the votes 318
476-cast within the voting group opposing such ratific ation of the 319
477-election at a meeting at which a quorum is present. Approval by 320
478-shareholders by written consent to ratify the election of a 321
479-director requires that the consents given within the voting 322
480-group favoring such ratification represent a majority of th e 323
481-shares of the voting group. 324
482- (5) Putative shares on the record date for determining the 325
458+required pursuant to s. 607.0147(1)(a) -(d). 301
459+ 2. A statement that any claim asserting that the 302
460+ratification of such defective corporate action, and any 303
461+putative shares issued as a result of such defective corporate 304
462+action, are not effective, or may only be effective on certain 305
463+conditions, and must be brought within 120 days after the 306
464+applicable validation effective time. 307
465+ (3) Except as provided in subsection (4) with respect to 308
466+the voting requirements to ratify the election of a director, 309
467+any quorum and voting requirements applicable to the approval by 310
468+the shareholders required by s. 607.0147(3) are those 311
469+applicable, at the time of such shareholder approval, to the 312
470+corporate action proposed to be ratified. 313
471+ (4) The approval by shareholders at a meeting to ratify 314
472+the election of a director requires that the votes cast by the 315
473+voting group favoring such ratification exceed the votes cast by 316
474+the voting group opposing such ratification at a meeting at 317
475+which a quorum is present. Approval by shareholders by written 318
476+consent to ratify the election of a director requires that the 319
477+consents given by the voting group favoring such ratification 320
478+represent a majority of the shares of the voting group. 321
479+ (5) Holders of putative shares on the record date for 322
480+determining the shareholders entitled to vote on any matter 323
481+submitted to shareholders under s. 607.0147(3), and without 324
482+giving effect to any ratification of putative shares which 325
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487487
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489-hb1189-01-c1
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491491 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
492492
493493
494494
495-shareholders entitled to vote on any matter submitted to 326
496-shareholders under s. 607.0147(3), and without giving effect to 327
497-any ratification of putative shares that bec omes effective as a 328
498-result of such vote, will not be entitled to vote or counted for 329
499-quorum purposes in any vote to approve the ratification of any 330
500-defective corporate action. Putative shares on the record date 331
501-for an action by written consent, and without giving effect to 332
502-any ratification of putative shares that becomes effective as a 333
503-result of such written consent, will not be entitled to be 334
504-counted in any written consent to approve the ratification of 335
505-any defective corporate action. 336
506- (6) If approval und er this section of putative shares 337
507-would result in an overissue, in addition to the approval 338
508-required by s. 607.0147(3), approval of an amendment to the 339
509-corporation's articles of incorporation under ss. 607.1001 –340
510-607.1009 to increase the number of shares of an authorized class 341
511-or series or to authorize the creation of a class or series of 342
512-shares so there is no overissue will also be required. 343
513- Section 5. Section 607.0149, Florida Statutes, is created 344
514-to read: 345
515- 607.0149 Notice requirements. — 346
516- (1) Unless shareholder approval is required under s. 347
517-607.0147(3), prompt notice of an action taken by the board of 348
518-directors under s. 607.0147 must be given to each holder of 349
519-valid shares and each holder of putative shares, regardless of 350
495+becomes effective as a result of such vote, are not entitled to 326
496+vote and may not be counted for quorum purposes in any vote to 327
497+approve the ratification of any defective corporate action. 328
498+Putative shares on the record date for the action by written 329
499+consent, and without giving effect to any ratification of 330
500+putative shares which becomes effective as a result of such 331
501+written consent, are not entitled to be counted in any written 332
502+consent to approve the ratification of any defective corporate 333
503+action. 334
504+ (6) If approval under this section of putative shares 335
505+would result in an overissue, in addition to the approval 336
506+required by s. 607.0147, approval is also required of an 337
507+amendment to the corporation's articles of incorporation under 338
508+ss. 607.1001–607.1009 to increase the number of shares of an 339
509+authorized class or series or to authorize the creation of a 340
510+class or series of shares so there is no overissue. 341
511+ Section 5. Section 607.0149, Florida Statutes, is created 342
512+to read: 343
513+ 607.0149 Notice requirements. — 344
514+ (1) Unless shareholder approval is required under s. 345
515+607.0147(3), prompt notice of an action taken by the board of 346
516+directors under s. 607.0147 must be given to each holder of 347
517+valid shares and each holder of putative shares, regardless of 348
518+whether entitled to vote, which is a holder of valid shares or 349
519+putative shares as of: 350
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528528 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
529529
530530
531531
532-whether entitled to vote, tha t is a holder of valid shares or 351
533-putative shares as of: 352
534- (a) The date of the action by the board of directors taken 353
535-under s. 607.0147; and 354
536- (b) The date of the occurrence of the defective corporate 355
537-action being ratified. 356
538- (2) Notice is not required to b e given to those holders of 357
539-valid shares or those holders of putative shares whose 358
540-identities or addresses for notice cannot be determined from the 359
541-records of the corporation. 360
542- (3) The notice must contain both of the following: 361
543- (a) Either: 362
544- 1. A copy of the action taken by the board of directors 363
545-pursuant to s. 607.0147(1); or 364
546- 2. The information required by s. 607.0147(1)(a) -(d) or s. 365
547-607.0147(2)(a), (b), and (c), as applicable. 366
548- (b) A statement that, in order to be considered, any claim 367
549-asserting that the ratification of the defective corporate 368
550-action, and any putative shares issued as a result of such 369
551-defective corporate action, should not be effective, or should 370
552-be effective only on certain conditions, and must be brought, if 371
553-at all, within 120 day s after the applicable validation 372
554-effective time. 373
555- (4) Notice under this section is not required with respect 374
556-to any action required to be submitted to shareholders for 375
532+ (a) The date of the action by the board of directors taken 351
533+under s. 607.0147; and 352
534+ (b) The date of the occurrence of the defective corporate 353
535+action being ratified. 354
536+ (2) Notice is not required to th ose holders of valid 355
537+shares or those holders of putative shares whose identities or 356
538+addresses for notice cannot be determined from the records of 357
539+the corporation. 358
540+ (3) The notice must contain both of the following: 359
541+ (a) Either a copy of the action taken by the board of 360
542+directors pursuant to s. 607.0147(1)(a) or the information 361
543+required by s. 607.0147(1)(a) -(d) or (2)(a), (b), and (c), as 362
544+applicable. 363
545+ (b) A statement that, in order to be considered, any claim 364
546+asserting that the ratification of the defecti ve corporate 365
547+action, and any putative shares issued as a result of such 366
548+defective corporate action, are not effective, or are effective 367
549+only on certain conditions, and must be brought within 120 days 368
550+after the applicable validation effective time. 369
551+ (4) Notice is not required under this section with respect 370
552+to any action required to be submitted to shareholders for 371
553+approval pursuant s. 607.0147(3) if notice is given pursuant to 372
554+s. 607.0148(2). 373
555+ (5) Notice required by this section may be given in any 374
556+manner authorized under s. 607.0141 and, for any corporation 375
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565565 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
566566
567567
568568
569-approval pursuant s. 607.0147(3) if notice is given in 376
570-accordance with s. 607.0148(2). 377
571- (5) Notice required by this section may be given in any 378
572-manner permitted under s. 607.0141 and, for any corporation 379
573-subject to the reporting requirements of s. 13 or s. 15(d) of 380
574-the Securities Exchange Act of 1934, may be given by means of a 381
575-filing or furnishing of such notice with the United States 382
576-Securities and Exchange Commission. 383
577- Section 6. Section 607.015, Florida Statutes, is created 384
578-to read: 385
579- 607.015 Effects of ratification. —The following provisions 386
580-apply from and after the validation effective time, without 387
581-regard to the 120-day period during which a claim may be brought 388
582-under s. 607.0152: 389
583- (1) Each defective corporate action ratified in accordance 390
584-with s. 607.0147 will not be void or voidable as a result of the 391
585-failure of authorizati on set forth and identified in the action 392
586-taken under s. 607.0147(1) or (2) and will be deemed a valid 393
587-corporate action effective as of the date of the defective 394
588-corporate action. 395
589- (2) The issuance of each putative share or fraction of a 396
590-putative share purportedly issued pursuant to a defective 397
591-corporate action identified in the action taken in accordance 398
592-with s. 607.0147 will not be void or voidable, and each such 399
593-putative share or fraction of a putative share will be deemed to 400
569+subject to the reporting requirements of ss. 13 or 15(d) of the 376
570+Securities Exchange Act of 1934, may be given by means of a 377
571+filing or furnishing of such notice with the United States 378
572+Securities and Exchange Commission. 379
573+ Section 6. Section 607.015, Florida Statutes, is created 380
574+to read: 381
575+ 607.015 Effects of ratification. —The following provisions 382
576+apply upon the validation effective time, without regard to the 383
577+120-day period during which a claim may be b rought pursuant to 384
578+s. 607.0152: 385
579+ (1) Each defective corporate action ratified pursuant to 386
580+s. 607.0147 is not void or voidable as a result of the failure 387
581+of authorization set forth and identified pursuant to s. 388
582+607.0147(1) or (2) and is deemed a valid corporate action 389
583+effective as of the date of the defective corporate action. 390
584+ (2) The issuance of each putative share or fraction of a 391
585+putative share purportedly issued pursuant to a defective 392
586+corporate action identified in the action taken pursuant to s. 393
587+607.0147 is not void or voidable, and each such putative share 394
588+is deemed to be an identical share or fraction of a valid share 395
589+as of the time it was purportedly issued. 396
590+ (3) Any corporate action taken subsequent to the defective 397
591+corporate action ratified pursuant to ss. 607.0145 -607.0152 in 398
592+reliance on such defective corporate action having been validly 399
593+effected, and any subsequent defective corporate action 400
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602602 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
603603
604604
605605
606-be an identical share or fr action of a valid share as of the 401
607-time it was purportedly issued. 402
608- (3) Any corporate action taken subsequent to the defective 403
609-corporate action ratified pursuant to ss. 607.0145 -607.0152 in 404
610-reliance on such defective corporate action having been validly 405
611-effected, and any subsequent defective corporate action 406
612-resulting directly or indirectly from such original defective 407
613-corporate action, will be valid as of the respective time such 408
614-corporate action was taken. 409
615- Section 7. Section 607.0151, Florida Statutes , is created 410
616-to read: 411
617- 607.0151 Filings.— 412
618- (1) If the defective corporate action ratified under ss. 413
619-607.0145-607.0152 would have required a filing under this 414
620-chapter and either: 415
621- (a) Any previous filing requires any change to the filing 416
622-to give effect to the defective corporate action in accordance 417
623-with this section, including, but not limited to, a change to 418
624-the date and time of the effectiveness of such filing; or 419
625- (b) A filing was not previously filed in respect of the 420
626-defective corporate action, 421
627- 422
628-In lieu of a filing otherwise required under this chapter, the 423
629-corporation must file articles of validation in accordance with 424
630-this section, and such articles of validation will serve to 425
606+resulting directly or indirectly from such original defective 401
607+corporate action, is valid as of the respective time such 402
608+corporate action was taken. 403
609+ Section 7. Section 607.0151, Florida Statutes, is created 404
610+to read: 405
611+ 607.0151 Filings.— 406
612+ (1) If the defective corporate action ratified under ss. 407
613+607.0145-607.0152 would have required a filing under ss. 408
614+607.0145-607.0152, and either: 409
615+ (a) Any previous filing requires any change to the filing 410
616+to give effect to the defective corporate action in accordance 411
617+with this section, including a change to the date and time of 412
618+the effectiveness of such filing; or 413
619+ (b) A filing was not previously filed with respect to the 414
620+defective corporate action, 415
621+ 416
622+In lieu of a filing otherwise required under ss. 607.0145 -417
623+607.0152, the corporation must file articles of validation in 418
624+accordance with this section, and such article s of validation 419
625+will serve to amend or be a substitute for any other filing with 420
626+respect to such defective corporate action required under ss. 421
627+607.0145-607.0152. 422
628+ (2) Articles of validation must specify all of the 423
629+following: 424
630+ (a) The defective corporate action that is the subject of 425
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639639 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
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643-amend or be a substitute for any other filing with respect to 426
644-such defective corporate action required by this chapter. 427
645- (2) The articles of validation must specify all of the 428
646-following: 429
647- (a) The defective corporate action that is the subject of 430
648-the articles of validation, including, in the case of any 431
649-defective corporate a ction involving the issuance of putative 432
650-shares, the number and type of putative shares issued and the 433
651-date or dates upon which such putative shares were purported to 434
652-have been issued. 435
653- (b) The date of the defective corporate action. 436
654- (c) The nature of t he failure of authorization in respect 437
655-of the defective corporate action. 438
656- (d) A statement that the defective corporate action was 439
657-ratified in accordance with s. 607.0147, including the date on 440
658-which the board of directors ratified such defective corporat e 441
659-action and, if applicable, the date on which the shareholders 442
660-approved the ratification of such defective corporate action. 443
661- (e)1. If a filing was previously made in respect of the 444
662-defective corporate action and such filing requires any change 445
663-to give effect to the ratification of such defective corporate 446
664-action pursuant to s. 607.0147: 447
665- a. The name, title, and filing date of the filing 448
666-previously made and any articles of correction for that filing; 449
667- b. A statement that a filing containing all of the 450
643+the articles of validation, including, in the case of any 426
644+defective corporate action involving the issuance of putative 427
645+shares, the number and type of putative shares issued and the 428
646+date or dates upon which such putative share s were purported to 429
647+have been issued. 430
648+ (b) The date of the defective corporate action. 431
649+ (c) The nature of the failure of authorization with 432
650+respect to the defective corporate action. 433
651+ (d) A statement that the defective corporate action was 434
652+ratified pursuant to s. 607.0147, including the date on which 435
653+the board of directors ratified such defective corporate action 436
654+and, if applicable, the date on which the shareholders approved 437
655+the ratification of such defective corporate action. 438
656+ (e)1. If a filing was pr eviously made with respect to the 439
657+defective corporate action and such filing requires any change 440
658+to give effect to the ratification of such defective corporate 441
659+action pursuant to s. 607.0147: 442
660+ a. The name, title, and filing date of the filing 443
661+previously made and any articles of correction for that filing; 444
662+ b. A statement that a filing containing all of the 445
663+information required to be included under the applicable 446
664+provisions of this chapter to give effect to such defective 447
665+corporate action is attached as an exhibit to the articles of 448
666+validation; and 449
667+ c. The date and time that such filing is deemed to have 450
668668
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676676 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
677677
678678
679679
680-information required to be included under the applicable 451
681-provisions of this chapter to give effect to such defective 452
682-corporate action is attached as an exhibit to the articles of 453
683-validation; and 454
684- c. The date and time that such filing is deemed to have 455
685-become effective. 456
686- 2. If a filing was not previously made in respect of the 457
687-defective corporate action and the defective corporate action 458
688-ratified pursuant to s. 607.0147 would have required a filing 459
689-under any other provision of this chapter: 460
690- a. A statement that a filing containing all of the 461
691-information required to be included under the applicable 462
692-provisions of this chapter to give effect to such defective 463
693-corporate action is attached as an exhibit to the articles of 464
694-validation; and 465
695- b. The date and time that such filing is deemed to have 466
696-become effective. 467
697- Section 8. Section 607.0152, Florida Statutes, is created 468
698-to read: 469
699- 607.0152 Judicial proceedings regarding validity of 470
700-corporate actions.— 471
701- (1) Subject to subsection (4), upon application by the 472
702-corporation, any successor entity to the corporation; a director 473
703-of the corporation; any shareholder, beneficial shareholder, or 474
704-unrestricted voting trust beneficial owner of the corporation, 475
680+become effective. 451
681+ 2. If a filing was not previously made with respect to the 452
682+defective corporate action and the defective corporate action 453
683+ratified pursuant to s. 607.0147 would have required a filing 454
684+under any other provision of this chapter: 455
685+ a. A statement that a filing containing all of the 456
686+information required to be included under the applicable 457
687+provisions of this chapter to give effect to such defe ctive 458
688+corporate action is attached as an exhibit to the articles of 459
689+validation; and 460
690+ b. The date and time that such filing is deemed to have 461
691+become effective. 462
692+ Section 8. Section 607.0152, Florida Statutes, is created 463
693+to read: 464
694+ 607.0152 Judicial proce edings regarding validity of 465
695+corporate actions.— 466
696+ (1) Subject to subsection (4), upon application by the 467
697+corporation, any successor entity to the corporation; a director 468
698+of the corporation; any shareholder, beneficial shareholder, or 469
699+unrestricted voting t rust beneficial owner of the corporation, 470
700+including any such shareholder, beneficial shareholder, or 471
701+unrestricted voting trust beneficial owner as of the date of the 472
702+defective corporate action ratified pursuant to s. 607.0147; or 473
703+any other person claiming to be substantially and adversely 474
704+affected by a ratification pursuant to s. 607.0147 may file in 475
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713713 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
714714
715715
716716
717-including any such shareholder, beneficial shareholder, or 476
718-unrestricted voting trust beneficial owner as of the date of the 477
719-defective corporate action ratified pursuant to s. 607.0147; or 478
720-any other person claiming to be substantially and adversely 479
721-affected by a ratification in accordance with s. 607.0147, the 480
722-circuit court in the applicable county may take any one or more 481
723-of the following actions: 482
724- (a) Determine the validity and effectiveness of any 483
725-corporate action or defective corporate action ratified pursuant 484
726-to s. 607.0147. 485
727- (b) Determine the validity and effectiv eness of any 486
728-ratification of any defective corporate action pursuant to s. 487
729-607.0147. 488
730- (c) Determine the validity and effectiveness of any 489
731-defective corporate action not ratified or not ratified 490
732-effectively pursuant to s. 607.0147. 491
733- (d) Determine the validity of any putative shares. 492
734- (e) Modify or waive any of the procedures specified in s. 493
735-607.0147 or s. 607.0148 to ratify a defective corporate action. 494
736- (2) In connection with an action brought under this 495
737-section, the court may make such findings or issue such orders 496
738-and take into account any one or more factors or considerations 497
739-as it deems proper under the circumstances, including, but not 498
740-limited to, any one or more of the factors, considerations, 499
741-findings, and orders set forth in subsections (5) a nd (6). 500
717+the circuit court in the applicable county motions for any of 476
718+the following: 477
719+ (a) A determination of the validity and effectiveness of 478
720+any corporate action or defective corporate action ratified 479
721+pursuant to s. 607.0147. 480
722+ (b) A determination of the validity and effectiveness of 481
723+any ratification of any defective corporate action pursuant to 482
724+s. 607.0147. 483
725+ (c) A determination of the validity and effectiveness of 484
726+any defective corporate action not ratified or not ratified 485
727+effectively pursuant to s. 607.0147. 486
728+ (d) A determination of the validity of any putative 487
729+shares. 488
730+ (e) A modification or waiver of any of the procedures 489
731+specified in s. 607.0147 or s. 607.0148 t o ratify a defective 490
732+corporate action. 491
733+ (2) Upon the filing of such a motion, the court may make 492
734+such findings or issue such orders as it deems proper under the 493
735+circumstances. Factors that the court may consider include, but 494
736+are not limited to, those set forth in subsections (5) and (6). 495
737+ (3) Service of process of the application under subsection 496
738+(1) on the corporation may be made in any manner provided in 497
739+chapter 48 for service on a corporation, and no other party need 498
740+be joined in order for the court to adjudicate the matter. In an 499
741+action filed by the corporation, the court may require that 500
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750750 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
751751
752752
753753
754- (3) Service of process of the application under subsection 501
755-(1) on the corporation may be made in any manner provided in 502
756-chapter 48 for service on a corporation, and no other party need 503
757-be joined in order for the court to adjudicate the matter. In an 504
758-action filed by the corporation, the court may require that 505
759-notice of the action be provided to other persons specified by 506
760-the court and permit such other persons to intervene in the 507
761-action. 508
762- (4) Notwithstanding any other law to the contrary, any 509
763-action asserting that the ratification of a defective corporate 510
764-action, and any putative shares issued as a result of such 511
765-defective corporate action, should not be effective, or should 512
766-be effective only on certain conditions, must be brought, if at 513
767-all, within 120 days after the validation effective time. 514
768- (5) In connection with the resolution of matters under 515
769-subsection (2), the court may consider any of the following: 516
770- (a) Whether the defective corporate action was originally 517
771-approved or effectuated with t he belief that the approval or 518
772-effectuation was in compliance with the provisions of this 519
773-chapter, the articles of incorporation, or the bylaws of the 520
774-corporation. 521
775- (b) Whether the corporation and board of directors have 522
776-treated the defective corporate ac tion as a valid act or 523
777-transaction and whether any person has acted in reliance on the 524
778-public record that such defective corporate action was valid. 525
754+notice of the action be provided to other persons specified by 501
755+the court and permit such other persons to intervene in the 502
756+action. 503
757+ (4) Notwithstanding any other law to the contrary, an 504
758+action asserting that the ratification of a defective corporate 505
759+action, and any putative shares issued as a result of such 506
760+defective corporate action, is not effective, or may be given 507
761+effect only upon certain conditions, and must be b rought within 508
762+120 days after the validation effective time. 509
763+ (5) In determining judicial proceedings under this 510
764+section, the court may consider the following: 511
765+ (a) Whether the defective corporate action was originally 512
766+approved or effectuated with the belief that the approval or 513
767+effectuation was in compliance with ss. 607.0145 -607.0152, the 514
768+articles of incorporation, or the bylaws of the corporation. 515
769+ (b) Whether the corporation and board of directors have 516
770+treated the defective corporate action as a va lid act or 517
771+transaction and whether any person has acted in reliance on the 518
772+public record that such defective corporate action was valid. 519
773+ (c) Whether any person will be or was harmed by the 520
774+ratification or validation of the defective corporate action, 521
775+excluding any harm that would have resulted if the defective 522
776+corporate action had been valid when approved or effectuated. 523
777+ (d) Whether any person will be harmed by the failure to 524
778+ratify or validate the defective corporate action. 525
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787787 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
788788
789789
790790
791- (c) Whether any person will be or was harmed by the 526
792-ratification or validation of the defective corporate action, 527
793-excluding any harm that would have resulted if the defective 528
794-corporate action had been valid when approved or effectuated. 529
795- (d) Whether any person will be harmed by the failure to 530
796-ratify or validate the defective corporate action. 531
797- (e) Whether the defective corporate action was a conflict 532
798-of interest transaction. 533
799- (f) Any other factors or considerations the court deems 534
800-just and equitable. 535
801- (6) In connection with an action under this section, the 536
802-court may do any one or more of the following: 537
803- (a) Declare that a ratification in accordance with and 538
804-pursuant to s. 607.0147 is not effective or shall only be 539
805-effective at a time or upon conditions established by the court. 540
806- (b) Validate and declare effective any defective corporate 541
807-action or putative shares and impose conditions upon such 542
808-validation. 543
809- (c) Require measures to remedy or avoid harm to any person 544
810-substantially and adversely affected by a ratification in 545
811-accordance with and pursuant to s. 607.0147 or by any order of 546
812-the court pursuant to this section, excluding any harm that 547
813-would have resulted if the defective corporate action had been 548
814-valid when approved or effectuated. 549
815- (d) Order the department to accept an instrument for 550
791+ (e) Whether the defective corporate action was a conflict 526
792+of interest transaction. 527
793+ (f) Any other factors or considerations the court deems 528
794+just and equitable. 529
795+ (6) The court may do any of the following in connection 530
796+with an action under this section: 531
797+ (a) Declare that a ratifi cation pursuant to s. 607.0147 is 532
798+not effective or is effective only at a time or upon conditions 533
799+established by the court. 534
800+ (b) Validate and declare effective any defective corporate 535
801+action or putative shares and impose conditions upon such 536
802+validation. 537
803+ (c) Require measures to remedy or avoid harm to any person 538
804+substantially and adversely affected by a ratification pursuant 539
805+to s. 607.0147 or by any order of the court pursuant to this 540
806+section, excluding any harm that may have resulted if the 541
807+defective corporate action had been valid when approved or 542
808+effectuated. 543
809+ (d) Order the department to accept an instrument for 544
810+filing with an effective time specified by the court, which 545
811+effective time may be before or after the date of such order, 546
812+provided that the fi ling date of such instrument must be 547
813+determined in accordance with s. 607.0123. 548
814+ (e) Approve a stock ledger for the corporation which 549
815+includes any shares ratified or validated pursuant to this 550
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824824 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
825825
826826
827827
828-filing with an effective time specified by the court, which 551
829-effective time may be before or after the date and time of such 552
830-order, provided that the filing date of such instrument shall be 553
831-determined in accordance with s. 607.0123. 554
832- (e) Approve a stock ledger for the corporation that 555
833-includes any shares ratified or v alidated in accordance with 556
834-this section or s. 607.0147. 557
835- (f) Declare that the putative shares are valid shares or 558
836-require a corporation to issue and deliver valid shares in place 559
837-of any putative shares. 560
838- (g) Order that a meeting of holders of valid shar es or 561
839-putative shares be held and exercise such powers as it deems 562
840-appropriate with respect to such a meeting. 563
841- (h) Declare that a defective corporate action validated by 564
842-the court shall be effective as of the date and time of the 565
843-defective corporate acti on or at such other date and time as 566
844-determined by the court. 567
845- (i) Declare that putative shares validated by the court 568
846-shall be deemed to be identical valid shares or fractions of 569
847-valid shares as of the date and time originally issued or 570
848-purportedly issued or at such other date and time as determined 571
849-by the court. 572
850- (j) Require payment by the corporation of reasonable 573
851-expenses, including attorney fees and costs, that the court 574
852-finds just and equitable under the circumstances. 575
828+section or s. 607.0147. 551
829+ (f) Declare that the putative shares are valid shares or 552
830+require a corporation to issue and deliver valid shares in place 553
831+of any putative shares. 554
832+ (g) Order that a meeting of holders of valid shares or 555
833+putative shares be held and exercise such powers as it deems 556
834+appropriate with respect to such a meeting. 557
835+ (h) Declare that a defective corporate action validated by 558
836+the court is effective as of the date of the defective corporate 559
837+action or at such other time as determined by the court. 560
838+ (i) Declare that putative shares validated by the court 561
839+are deemed to be identical valid shares or a fraction of valid 562
840+shares as of the date originally issued or purportedly issued or 563
841+at such other time as determined by the court. 564
842+ (j) Require payment by the corporation of reasonable 565
843+expenses, including attor ney fees and costs, as determined by 566
844+the court. 567
845+ (k) Issue other orders as it deems necessary under the 568
846+circumstances. 569
847+ Section 9. Subsections (2), (3), (4), and (5) of section 570
848+605.0115, Florida Statutes, are redesignated as subsections (3), 571
849+(4), (5), and (6), respectively, subsection (1) and present 572
850+subsection (2) are amended, and a new subsection (2) is added to 573
851+that section, to read: 574
852+ 605.0115 Resignation of registered agent. — 575
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861861 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
862862
863863
864864
865- (k) Issue other orders as it deems necessary and proper 576
866-under the circumstances. 577
867- Section 9. Subsection (2) of section 605.0115, Florida 578
868-Statutes, is amended, and subsection (6) is added to that 579
869-section, to read: 580
870- 605.0115 Resignation of registered agent. — 581
871- (2) After delivering the statement of resignation to the 582
872-department for filing, the registered agent must promptly mail a 583
873-copy to the limited liability company's or foreign limited 584
874-liability company's current mailing address ; provided, however, 585
875-that if a composite statement of resignation is being filed 586
876-pursuant to subsection (6), the registered agent must promptly 587
877-mail a copy of either the composite statement of resignation or 588
878-a separate notice of resignation for each respective limited 589
879-liability company, in each case using th e respective mailing 590
880-address of the respective limited liability company that then 591
881-appears in the records of the department . 592
882- (6)(a) If a registered agent is resigning as registered 593
883-agent from more than one limited liability company that each has 594
884-been dissolved, either voluntarily, administratively, or by 595
885-court action, for a continuous period of 10 years or longer, the 596
886-registered agent may elect to file the statement of resignation 597
887-separately for each such limited liability company or may elect 598
888-to file a single composite statement of resignation covering two 599
889-or more limited liability companies. Any such composite 600
865+ (1) A registered agent may resign as agent for an active 576
866+limited liability company or a foreign limited liability 577
867+company, an inactive limited liability company or an inactive 578
868+foreign limited liability company, or for one or more inactive 579
869+limited liability companies or inactive foreign limited 580
870+liability companies that have be en inactive for 10 years or 581
871+longer for a limited liability company or foreign limited 582
872+liability company by delivering for filing to the department a 583
873+signed statement of resignation . The statement of resignation 584
874+must contain: containing the name of the limi ted liability 585
875+company or foreign limited liability company. 586
876+ (a) The name of the limited liability company or foreign 587
877+limited liability company; and 588
878+ (b) If the limited liability company or foreign limited 589
879+liability company has been inactive or dissolved for 10 years or 590
880+longer, the date of the inactivity or the date of the 591
881+dissolution. 592
882+ (2) If a registered agent is resigning from one or more 593
883+limited liability companies or foreign limited liability 594
884+companies that each have been inactive or dissolved for a t least 595
885+10 years or longer, the registered agent may elect to file the 596
886+statement of resignation separately for each inactive or 597
887+dissolved limited liability company or foreign limited liability 598
888+company or may elect to file a single composite statement of 599
889+resignation covering two or more limited liability companies or 600
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898898 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
899899
900900
901901
902-statement of resignation must set forth, for each such limited 601
903-liability company covered by the statement of resignation, the 602
904-name of the respecti ve limited liability and the date 603
905-dissolution became effective for the respective limited 604
906-liability company. 605
907- (b) This subsection is applicable only to resignations 606
908-from limited liability companies as defined in this chapter. 607
909- Section 10. Subsection (2) of section 607.0503, Florida 608
910-Statutes, is amended, and subsection (6) is added to that 609
911-section, to read: 610
912- 607.0503 Resignation of registered agent. — 611
913- (2) After delivering the statement of resignation to the 612
914-department for filing, the registered agent must promptly mail a 613
915-copy to the corporation at its current mailing address ; 614
916-provided, however, that if a composite statement of resignation 615
917-is being filed pursuant to subsection (6), the registered agent 616
918-must promptly mail a copy of either the composite statement of 617
919-resignation or a separate notice of resignation for each 618
920-respective corporation, in each case using the respective 619
921-mailing address of the respective corporation that then appears 620
922-in the records of the department . 621
923- (6)(a) If a registered agent is resigning as registered 622
924-agent from more than one corporation that each has been 623
925-dissolved, either voluntarily, administratively, or by court 624
926-action, for a continuous period of 10 years or longer, the 625
902+foreign limited liability companies. Such composite statement of 601
903+resignation must set forth, for each inactive or dissolved 602
904+limited liability company or foreign limited liability company 603
905+covered by the statement of resignation, the name of each 604
906+limited liability company or foreign limited liability company 605
907+and each limited liability company's or foreign limited 606
908+liability company's date of dissolution or date of inactivity. 607
909+ (3)(2) After delivering the statement of resignation to 608
910+the department for filing, the registered agent must promptly 609
911+mail: 610
912+ (a) A copy of the statement to the limited liability 611
913+company's or foreign limited liability company's current mailing 612
914+address as it appears in the reco rds of the department, if the 613
915+registered agent is resigning from one limited liability or 614
916+foreign limited liability company; or 615
917+ (b) If the registered agent is resigning from more than 616
918+one limited liability company or foreign limited liability 617
919+company, a copy of either the composite statement of resignation 618
920+or a separate notice of resignation for the inactive or 619
921+dissolved limited liability companies or foreign limited 620
922+liability companies, using the current mailing address of the 621
923+respective companies as the y appear in the records of the 622
924+department. 623
925+ Section 10. Present subsections (2) through (5) of section 624
926+607.0503, Florida Statutes, are redesignated as subsections (3) 625
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935935 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
936936
937937
938938
939-registered agent may elect to file the statement of resignation 626
940-separately for each such corporation or may elect to file a 627
941-single composite statement of resignation covering two or more 628
942-corporations. Any such composite statement of resignation must 629
943-set forth, for each such corporation covered by the statem ent of 630
944-resignation, the name of the respective corporation and the date 631
945-that dissolution became effective for the respective 632
946-corporation. 633
947- (b) This subsection is applicable only to resignations by 634
948-registered agents from domestic corporations. 635
949- Section 11. Subsection (2) of section 617.0502, Florida 636
950-Statutes, is amended to read: 637
951- 617.0502 Change of registered office or registered agent; 638
952-resignation of registered agent. — 639
953- (2)(a) Any registered agent may resign his or her agency 640
954-appointment by signing an d delivering for filing with the 641
955-Department of State a statement of resignation and mailing a 642
956-copy of such statement to the corporation at its mailing address 643
957-as it then appears in the records of the Department of State; 644
958-provided, however, that if a compos ite statement of resignation 645
959-is being filed pursuant to paragraph (b), the registered agent 646
960-must promptly mail a copy of either the composite statement of 647
961-resignation or a separate notice of resignation for each 648
962-respective corporation, in each case using t he respective 649
963-mailing address of the respective corporation that then appears 650
939+through (6), respectively, a new subsection (2) is added to that 626
940+section, and subsection (1) and present subsection (2) of that 627
941+section are amended, to read: 628
942+ 607.0503 Resignation of registered agent. — 629
943+ (1) A registered agent may resign as agent for an active a 630
944+corporation, an inactive corporation, or for one or more 631
945+inactive corporations that have been inactive for 10 years or 632
946+longer by delivering to the department for filing a signed 633
947+statement of resignation . The statement of resignation must 634
948+contain: containing 635
949+ (a) The name of the corporation ; and 636
950+ (b) The date of the in activity or the date of the 637
951+dissolution, if the corporation has been inactive or dissolved 638
952+for 10 years or longer . 639
953+ (2) If a registered agent is resigning from one or more 640
954+corporations that each have been inactive or dissolved for 10 641
955+years or longer, the registered agent may elect to file the 642
956+statement of resignation separately for each inactive or 643
957+dissolved corporation or may elect to file a single composite 644
958+statement of resignation covering two or more corporations. Such 645
959+composite statement of resignatio n must set forth, for each 646
960+inactive or dissolved corporation covered by the statement of 647
961+resignation, the name of each corporation and each corporation's 648
962+date of dissolution or date of inactivity. 649
963+ (3)(2) After delivering the statement of resignation to 650
964964
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972972 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
973973
974974
975975
976-in the records of the Department of State principal office 651
977-address shown in its most recent annual report or, if none, 652
978-filed in the articles of incorporation or other most recent ly 653
979-filed document. The statement of resignation shall state that a 654
980-copy of such statement of resignation or, if applicable, notice 655
981-of resignation, has been mailed to the corporation at the 656
982-address so stated. The agency is terminated as of the 31st day 657
983-after the date on which the statement was filed and unless 658
984-otherwise provided in the statement, termination of the agency 659
985-acts as a termination of the registered office. 660
986- (b) If a registered agent is resigning as registered agent 661
987-from one or more corporations that each has been dissolved, 662
988-either voluntarily, administratively, or by court action, for a 663
989-continuous period of 10 years or longer, the registered agent 664
990-may elect to file the statement of resignation separately for 665
991-each such corporation or may elect to file a single composite 666
992-statement of resignation covering two or more corporations. Any 667
993-such composite statement of resignation must set forth, for each 668
994-such corporation covered by the statement of resignation, the 669
995-name of the respective corporation and t he date that dissolution 670
996-became effective for the respective corporation. This subsection 671
997-is applicable only to resignations by registered agents from 672
998-domestic corporations. 673
999- Section 12. Subsections (8) and (9) of section 605.0213, 674
1000-Florida Statutes, are amended to read: 675
976+the department for filing, the registered agent must promptly 651
977+mail: 652
978+ (a) A copy to the corporation at its current mailing 653
979+address as it appears in the records of the department, if the 654
980+registered agent is resigning from one corporation; or 655
981+ (b) If the registered agent is resigning from more than 656
982+one corporation, a copy of either the composite statement of 657
983+resignation or a separate notice of resignation for the inactive 658
984+or dissolved corporation to the current mailing address of the 659
985+respective corporation as it appears in the records of the 660
986+department. 661
987+ Section 11. Present subsections (2) through (5) of section 662
988+607.1509, Florida Statutes, are redesignated as subsections (3) 663
989+through (6), respectively, a new subsection (2) is added to that 664
990+section, and subsection (1) and present subsection (2) of that 665
991+section are amended, to read: 666
992+ 607.1509 Resignation of registered agent of foreign 667
993+corporation.— 668
994+ (1) A registered agent may resign as agent for a foreign 669
995+corporation by delivering to the department for filing a signed 670
996+statement of resignation for an active foreign corporation, an 671
997+inactive foreign corporation, or for one or more inactive or 672
998+dissolved foreign corporations that have each been inactive or 673
999+dissolved for 10 years or longer. The statement of resignat ion 674
1000+must contain: containing 675
10011001
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10091009 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
10101010
10111011
10121012
1013- 605.0213 Fees of the department. —The fees of the 676
1014-department under this chapter are as follows: 677
1015- (8) For filing a registered agent's statement of 678
1016-resignation from a an active limited liability company that has 679
1017-not been dissolved, $85. 680
1018- (9) For filing a registered agent's statement of 681
1019-resignation from a dissolved limited liability company or a 682
1020-composite statement of resignation from two or more dissolved 683
1021-limited liability companies pursuant to s. 605.0115(6) , $25. 684
1022- Section 13. Subsect ions (6) and (7) of section 607.0122, 685
1023-Florida Statutes, are amended to read: 686
1024- 607.0122 Fees for filing documents and issuing 687
1025-certificates.—The department shall collect the following fees 688
1026-when the documents described in this section are delivered to 689
1027-the department for filing: 690
1028- (6) Agent's statement of resignation from a active 691
1029-corporation that has not been dissolved : $87.50. 692
1030- (7) Agent's statement of resignation from a dissolved an 693
1031-inactive corporation or a composite statement of resignation 694
1032-from two or more dissolved corporations pursuant to s. 695
1033-607.0502(6): $35. 696
1034- Section 14. Subsections (6) and (7) of section 617.0122, 697
1035-Florida Statutes, are amended to read: 698
1036- 617.0122 Fees for filing documents and issuing 699
1037-certificates.—The Department of State shall col lect the 700
1013+ (a) The name of the foreign corporation ; and 676
1014+ (b) If the foreign corporation has been inactive or 677
1015+dissolved for 10 years or longer, the date that the foreign 678
1016+corporation became inactive or the date of dissolution . 679
1017+ (2) A registered agent resigning from more than one 680
1018+foreign corporation may elect to file the statement of 681
1019+resignation separately for each inactive or dissolved foreign 682
1020+corporation or may elect to file a single composite statement of 683
1021+resignation covering two or mo re foreign corporations. Such 684
1022+composite statement of resignation must set forth, for each 685
1023+inactive or dissolved foreign corporation covered by the 686
1024+statement of resignation, the name of the corporation and the 687
1025+date of inactivity or date of dissolution of th e foreign 688
1026+corporation. 689
1027+ (3)(2) After delivering the statement of resignation to 690
1028+the department for filing, the registered agent must promptly 691
1029+mail: 692
1030+ (a) A copy to the foreign corporation at its current 693
1031+mailing address as it appears in the records of the department, 694
1032+if the registered agent is resigning from one foreign 695
1033+corporation; or 696
1034+ (b) If the registered agent is resigning from more than 697
1035+one foreign corporation, a copy of either the composite 698
1036+statement of resignation or a separate notice of resignation for 699
1037+the inactive or dissolved corporations to the current mailing 700
10381038
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10461046 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
10471047
10481048
10491049
1050-following fees on documents delivered to the department for 701
1051-filing: 702
1052- (6) Agent's statement of resignation from a active 703
1053-corporation that has not been dissolved : $87.50. 704
1054- (7) Agent's statement of resignation from a dissolved 705
1055-inactive corporation or a composite statement of resignation 706
1056-from two or more dissolved corporations pursuant to s. 707
1057-617.0502(2)(b): $35. 708
1058- 709
1059-Any citizen support organization that is required by rule of the 710
1060-Department of Environmental Protection to be formed as a 711
1061-nonprofit organization and is under contract with the department 712
1062-is exempt from any fees required for incorporation as a 713
1063-nonprofit organization, and the Secretary of State may not 714
1064-assess any such fees if the citizen support organization is 715
1065-certified by the Department of Env ironmental Protection to the 716
1066-Secretary of State as being under contract with the Department 717
1067-of Environmental Protection. 718
1068- Section 15. For the purpose of incorporating the 719
1069-amendments made by this act to section 605.0115, Florida 720
1070-Statutes, in a reference thereto, section 605.0207, Florida 721
1071-Statutes, is reenacted to read: 722
1072- 605.0207 Effective date and time. —Except as otherwise 723
1073-provided in s. 605.0208, and subject to s. 605.0209(3), any 724
1074-document delivered to the department for filing under this 725
1050+address as it appears in the records of the department . 701
1051+ Section 12. Present subsections (3), (4), and (5) of 702
1052+section 617.0502, Florida Statutes, are redesignated as 703
1053+subsections (5), (6) , and (7), respectively, new subsections 704
1054+(3), (4), and (5) are added to that section, and subsection (2) 705
1055+of that section is amended, to read: 706
1056+ 617.0502 Change of registered office or registered agent; 707
1057+resignation of registered agent. — 708
1058+ (2) A Any registered agent may resign his or her agency 709
1059+appointment by signing and delivering for filing with the 710
1060+Department of State a statement of resignation for an active 711
1061+corporation or an inactive corporation, or for one or more 712
1062+inactive or dissolved corporations that have been inactive or 713
1063+dissolved for 10 years or longer. The statement of resignation 714
1064+must contain: 715
1065+ (a) The name of the corporation; and 716
1066+ (b) The date of the inactivity or date of the dissolution, 717
1067+if the corporation has been inactive or dissolved for 10 years 718
1068+or longer. 719
1069+ (3) If a registered agent is resigning from one or more 720
1070+corporations that have each been inactive or dissolved for 10 721
1071+years or longer, the registered agent may elect to file the 722
1072+statement of resignation separately for each inactive or 723
1073+dissolved corporation or may elect to file a single composite 724
1074+statement of resignation covering two or more corporations. Such 725
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10831083 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
10841084
10851085
10861086
1087-chapter may specify an effective time and a delayed effective 726
1088-date. In the case of initial articles of organization, a prior 727
1089-effective date may be specified in the articles of organization 728
1090-if such date is within 5 business days before the date of 729
1091-filing. Subject to ss. 605.0114, 605.0115, 605.0208, and 730
1092-605.0209, a record filed by the department is effective: 731
1093- (1) If the record filed does not specify an effective time 732
1094-and does not specify a prior or a delayed effective date, on the 733
1095-date and at the time the record is acce pted as evidenced by the 734
1096-department's endorsement of the date and time on the filing. 735
1097- (2) If the record filed specifies an effective time, but 736
1098-not a prior or delayed effective date, on the date the record is 737
1099-accepted, as evidenced by the department's end orsement, and at 738
1100-the time specified in the filing. 739
1101- (3) If the record filed specifies a delayed effective 740
1102-date, but not an effective time, at 12:01 a.m. on the earlier 741
1103-of: 742
1104- (a) The specified date; or 743
1105- (b) The 90th day after the record is filed. 744
1106- (4) If the record filed specifies a delayed effective date 745
1107-and an effective time, at the specified time on or the earlier 746
1108-of: 747
1109- (a) The specified date; or 748
1110- (b) The 90th day after the record is filed. 749
1111- (5) If the record filed is the initial articles of 750
1087+composite statement of resignation must set forth, for each 726
1088+inactive or dissolved corporation covered by the statement of 727
1089+resignation, the respective name of the corporation and the date 728
1090+of dissolution or date of inactivity of the corporation. 729
1091+ (4) After delivering the statement of resignation to the 730
1092+department for filing, the registered agent must promptly mail: 731
1093+ (a) A copy to the corporation at its current mailing 732
1094+address as it appears in the records of the department, if the 733
1095+registered agent is resigning from one corporation; or 734
1096+ (b) A copy of either the composite statement of 735
1097+resignation or a separate notice of resignation for the inactive 736
1098+or dissolved corporation to the current mailing address of the 737
1099+respective corporation as it appears in the records of the 738
1100+department if the registered agent is resigning from more than 739
1101+one corporation and mailing a copy of such statement to th e 740
1102+corporation at its principal office address shown in its most 741
1103+recent annual report or, if none, filed in the articles of 742
1104+incorporation or other most recently filed document. The 743
1105+statement of resignation shall state that a copy of such 744
1106+statement has been mailed to the corporation at the address so 745
1107+stated. 746
1108+ (5) The agency is terminated as of the 31st day after the 747
1109+date on which the statement was filed and unless otherwise 748
1110+provided in the statement, termination of the agency acts as a 749
1111+termination of the reg istered office. 750
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11201120 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
11211121
11221122
11231123
1124-organization and specifies an effective date before the date of 751
1125-the filing, but no effective time, at 12:01 a.m. on the later 752
1126-of: 753
1127- (a) The specified date; or 754
1128- (b) The 5th business day before the record is filed. 755
1129- (6) If the record filed is the initial articles of 756
1130-organization and specifies an effective time and an effective 757
1131-date before the date of the filing, at the specified time on the 758
1132-later of: 759
1133- (a) The specified date; or 760
1134- (b) The 5th business day before the record is filed. 761
1135- (7) If the record filed does n ot specify the time zone or 762
1136-place at which the date or time, or both, is to be determined, 763
1137-the date or time, or both, at which it becomes effective shall 764
1138-be those prevailing at the place of filing in this state. 765
1139- Section 16. For the purpose of incorpora ting the 766
1140-amendments made by this act to section 605.0115, Florida 767
1141-Statutes, in a reference thereto, paragraph (b) of subsection 768
1142-(3) of section 605.0113, Florida Statutes, is reenacted to read: 769
1143- 605.0113 Registered agent. — 770
1144- (3) The duties of a registered agent are as follows: 771
1145- (b) If the registered agent resigns, to provide the notice 772
1146-required under s. 605.0115(2) to the company or foreign limited 773
1147-liability company at the address most recently supplied to the 774
1148-agent by the company or foreign limited liabil ity company. 775
1124+ Section 13. Present subsections (2) and (3) of section 751
1125+620.1116, Florida Statutes, are redesignated as subsections (3) 752
1126+and (4), respectively, a new subsection (2) is added to that 753
1127+section, and subsection (1) and present subsection (2) a re 754
1128+amended, to read: 755
1129+ 620.1116 Resignation of registered agent. — 756
1130+ (1) In order to resign as registered agent of a limited 757
1131+partnership or foreign limited partnership, the agent must 758
1132+deliver to the Department of State for filing a signed statement 759
1133+of resignation for an active limited partnership or foreign 760
1134+limited partnership, or more than one inactive or dissolved 761
1135+limited partnership or foreign limited partnership that have 762
1136+been inactive or dissolved for 10 years or longer containing the 763
1137+following: 764
1138+ (a) The name of the limited partnership or foreign limited 765
1139+partnership; and 766
1140+ (b) The date that the limited partnership or foreign 767
1141+limited partnership became inactive or the date of dissolution, 768
1142+if the limited partnership or foreign limited partnership has 769
1143+been inactive or dissolved for 10 years or longer . 770
1144+ (2) If a registered agent is resigning from more than one 771
1145+limited partnership or foreign limited partnership that each 772
1146+have been inactive or dissolved for 10 years or longer, the 773
1147+registered agent may elect to file the statement of resignation 774
1148+separately for each inactive or dissolved limited partnership or 775
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11581158
11591159
11601160
1161- Section 17. For the purpose of incorporating the amendment 776
1162-made by this act to section 607.0122, Florida Statutes, in a 777
1163-reference thereto, subsection (1) of section 658.23, Florida 778
1164-Statutes, is reenacted to read: 779
1165- 658.23 Submission of art icles of incorporation; contents; 780
1166-form; approval; filing; commencement of corporate existence; 781
1167-bylaws.— 782
1168- (1) Within 3 months after approval by the office and the 783
1169-appropriate federal regulatory agency, the applicant shall 784
1170-submit its duly executed articles of incorporation to the 785
1171-office, together with the filing fee due the Department of State 786
1172-under s. 607.0122. 787
1173- Section 18. For the purpose of incorporating the amendment 788
1174-made by this act to section 607.0503, Florida Statutes, in a 789
1175-reference thereto, subse ction (4) of section 607.0501, Florida 790
1176-Statutes, is reenacted to read: 791
1177- 607.0501 Registered office and registered agent. — 792
1178- (4) The duties of a registered agent are: 793
1179- (a) To forward to the corporation at the address most 794
1180-recently supplied to the register ed agent by the corporation, a 795
1181-process, notice, or demand pertaining to the corporation which 796
1182-is served on or received by the registered agent; and 797
1183- (b) If the registered agent resigns, to provide the notice 798
1184-required under s. 607.0503 to the corporation a t the address 799
1185-most recently supplied to the registered agent by the 800
1161+foreign limited partnership or may elect to file a single 776
1162+composite statement of resignation covering two or more limited 777
1163+partnerships or foreign limited partnerships. Such composite 778
1164+statement of resignation must, for each inactive or dissolved 779
1165+limited partnership or foreign limited partnership, set forth 780
1166+the respective name of the limited partnership or foreign 781
1167+limited partnership and the date of dissolution or the date that 782
1168+the limited partnership or foreign limited partn ership became 783
1169+inactive. 784
1170+ (3)(2) After filing the statement with the Department of 785
1171+State, the registered agent shall mail : 786
1172+ (a) A copy to the limited partnership's or foreign limited 787
1173+partnership's current mailing address as it appears in the 788
1174+records of the department, if the registered agent is resigning 789
1175+from one limited partnership or foreign limited partnership; or 790
1176+ (b) A copy of either the composite statement of 791
1177+resignation or a separate notice of resignation for the inactive 792
1178+or dissolved limited partn ership or foreign limited partnership, 793
1179+to the current mailing address of the respective limited 794
1180+partnership or foreign limited partnership as it appears in the 795
1181+records of the department if the registered agent is resigning 796
1182+from more than one limited partne rship or foreign limited 797
1183+partnership. 798
1184+ Section 14. Subsection (9) of section 605.0213, Florida 799
1185+Statutes, is amended to read: 800
11861186
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11941194 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
11951195
11961196
11971197
1198-corporation. 801
1199- Section 19. For the purpose of incorporating the 802
1200-amendments made by this act to sections 605.0213 and 607.0122, 803
1201-Florida Statutes, in references thereto, paragraph (b) of 804
1202-subsection (2) of section 607.193, Florida Statutes, is 805
1203-reenacted to read: 806
1204- 607.193 Supplemental corporate fee. — 807
1205- (2) 808
1206- (b) In addition to the fees levied under ss. 605.0213, 809
1207-607.0122, and 620.1109 and the supplemental corporate fee, a 810
1208-late charge of $400 shall be imposed if the supplemental 811
1209-corporate fee is remitted after May 1 except in circumstances in 812
1210-which a business entity was administratively dissolved or its 813
1211-certificate of authority was revoked due to its failure to file 814
1212-an annual report and the ent ity subsequently applied for 815
1213-reinstatement and paid the applicable reinstatement fee. 816
1214- Section 20. For the purpose of incorporating the amendment 817
1215-made by this act to section 617.0122, Florida Statutes, in a 818
1216-reference thereto, paragraph (a) of subsection (1) of section 819
1217-39.8298, Florida Statutes, is reenacted to read: 820
1218- 39.8298 Guardian Ad Litem direct -support organization. — 821
1219- (1) AUTHORITY.—The Statewide Guardian Ad Litem Office 822
1220-created under s. 39.8296 is authorized to create a direct -823
1221-support organization. 824
1222- (a) The direct-support organization must be a Florida 825
1198+ 605.0213 Fees of the department. —The fees of the 801
1199+department under this chapter are as follows: 802
1200+ (9) For filing a registered a gent's statement of 803
1201+resignation from inactive or a dissolved limited liability 804
1202+companies company, $25. 805
1203+ Section 15. Subsection (7) of section 607.0122, Florida 806
1204+Statutes, is amended to read: 807
1205+ 607.0122 Fees for filing documents and issuing 808
1206+certificates.—The department shall collect the following fees 809
1207+when the documents described in this section are delivered to 810
1208+the department for filing: 811
1209+ (7) Agent's statement of resignation from inactive 812
1210+corporations an inactive corporation : $35. 813
1211+ Section 16. Subsect ion (7) of section 617.0122, Florida 814
1212+Statutes, is amended to read: 815
1213+ 617.0122 Fees for filing documents and issuing 816
1214+certificates.—The Department of State shall collect the 817
1215+following fees on documents delivered to the department for 818
1216+filing: 819
1217+ (7) Agent's statement of resignation from inactive 820
1218+corporations corporation: $35. 821
1219+ 822
1220+Any citizen support organization that is required by rule of the 823
1221+Department of Environmental Protection to be formed as a 824
1222+nonprofit organization and is under contract with the department 825
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12311231 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
12321232
12331233
12341234
1235-corporation not for profit, incorporated under the provisions of 826
1236-chapter 617. The direct -support organization shall be exempt 827
1237-from paying fees under s. 617.0122. 828
1238- Section 21. For the purpose of incorporating the amendment 829
1239-made by this act to section 617.0122, Florida Statutes, in a 830
1240-reference thereto, paragraph (a) of subsection (2) of section 831
1241-252.71, Florida Statutes, is reenacted to read: 832
1242- 252.71 Florida Emergency Management Assistan ce 833
1243-Foundation.— 834
1244- (2) The foundation is hereby created as a direct -support 835
1245-organization of the division to provide assistance, funding, and 836
1246-support to the division in its disaster response, recovery, and 837
1247-relief efforts for natural emergencies. 838
1248- (a) The foundation must be an organization that is a 839
1249-Florida nonprofit corporation incorporated under chapter 617, 840
1250-approved by the Department of State, and recognized under s. 841
1251-501(c)(3) of the Internal Revenue Code. The foundation is exempt 842
1252-from paying fees under s. 617.0122. 843
1253- Section 22. For the purpose of incorporating the amendment 844
1254-made by this act to section 617.0122, Florida Statutes, in a 845
1255-reference thereto, paragraph (a) of subsection (6) of section 846
1256-288.012, Florida Statutes, is reenacted to read: 847
1257- 288.012 State of Florida international offices; direct -848
1258-support organization. —The Legislature finds that the expansion 849
1259-of international trade and tourism is vital to the overall 850
1235+is exempt from any fees required for incorporation as a 826
1236+nonprofit organization, and the Secretary of State may not 827
1237+assess any such fees if the citizen support organization is 828
1238+certified by the Department of Environmental Protection to the 829
1239+Secretary of State as being under contract with the Department 830
1240+of Environmental Protection. 831
1241+ Section 17. For the purpose of incorporating the 832
1242+amendments made by this act to section 605.0115, Florida 833
1243+Statutes, in a reference thereto, section 605.0207, Florida 834
1244+Statutes, is reenacted to read: 835
1245+ 605.0207 Effective date and time. —Except as otherwise 836
1246+provided in s. 605.0208, and subject to s. 605.0209(3), any 837
1247+document delivered to the department for filing under this 838
1248+chapter may specify an effective time and a delayed effective 839
1249+date. In the case of initial articles of organization, a prior 840
1250+effective date may be specified in the articles of organization 841
1251+if such date is within 5 business days before the date of 842
1252+filing. Subject to ss. 605.0114, 605.0115, 605.0208, and 843
1253+605.0209, a record filed by the department is effective: 844
1254+ (1) If the record filed does not specify an effective time 845
1255+and does not specify a prior or a delayed effective date, on the 846
1256+date and at the time the record is accepted as evidenced by the 847
1257+department's endorseme nt of the date and time on the filing. 848
1258+ (2) If the record filed specifies an effective time, but 849
1259+not a prior or delayed effective date, on the date the record is 850
12601260
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1261+HB 1189 2024
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12651265 CODING: Words stricken are deletions; words underlined are additions.
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12681268 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
12691269
12701270
12711271
1272-health and growth of the economy of this state. This expansion 851
1273-is hampered by the lack of technical and business assistance, 852
1274-financial assistance, and information services for businesses in 853
1275-this state. The Legislature finds that these businesses could be 854
1276-assisted by providing these services at State of Florida 855
1277-international offices. The Legi slature further finds that the 856
1278-accessibility and provision of services at these offices can be 857
1279-enhanced through cooperative agreements or strategic alliances 858
1280-between private businesses and state, local, and international 859
1281-governmental entities. 860
1282- (6)(a) The department shall establish and contract with a 861
1283-direct-support organization, organized as a nonprofit under 862
1284-chapter 617 and recognized under s. 501(c)(3) of the Internal 863
1285-Revenue Code, to carry out the provisions of this section; 864
1286-assist with the coordinatio n of international trade development 865
1287-efforts; and assist in development and planning related to 866
1288-foreign investment, international partnerships, and other 867
1289-international business and trade development. The organization 868
1290-is exempt from paying fees under s. 617 .0122. 869
1291- Section 23. For the purpose of incorporating the amendment 870
1292-made by this act to section 617.0122, Florida Statutes, in a 871
1293-reference thereto, section 617.1807, Florida Statutes, is 872
1294-reenacted to read: 873
1295- 617.1807 Conversion to corporation not for pro fit; 874
1296-authority of circuit judge. —If the circuit judge to whom the 875
1272+accepted, as evidenced by the department's endorsement, and at 851
1273+the time specified in the fili ng. 852
1274+ (3) If the record filed specifies a delayed effective 853
1275+date, but not an effective time, at 12:01 a.m. on the earlier 854
1276+of: 855
1277+ (a) The specified date; or 856
1278+ (b) The 90th day after the record is filed. 857
1279+ (4) If the record filed specifies a delayed effective date 858
1280+and an effective time, at the specified time on or the earlier 859
1281+of: 860
1282+ (a) The specified date; or 861
1283+ (b) The 90th day after the record is filed. 862
1284+ (5) If the record filed is the initial articles of 863
1285+organization and specifies an effective date before the date of 864
1286+the filing, but no effective time, at 12:01 a.m. on the later 865
1287+of: 866
1288+ (a) The specified date; or 867
1289+ (b) The 5th business day before the record is filed. 868
1290+ (6) If the record filed is the initial articles of 869
1291+organization and specifies an effective time and an effective 870
1292+date before the date of the filing, at the specified time on the 871
1293+later of: 872
1294+ (a) The specified date; or 873
1295+ (b) The 5th business day before the record is filed. 874
1296+ (7) If the record filed does not specify the time zone or 875
12971297
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13051305 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
13061306
13071307
13081308
1309-petition and proposed articles of incorporation are presented 876
1310-finds that the petition and proposed articles are in proper 877
1311-form, he or she shall approve the articles of incorporation and 878
1312-endorse his or her approval thereon; such approval shall provide 879
1313-that all of the property of the petitioning corporation shall 880
1314-become the property of the successor corporation not for profit, 881
1315-subject to all indebtedness and liabilities of the petitioning 882
1316-corporation. The articles of incorporation with such 883
1317-endorsements thereupon shall be sent to the Department of State, 884
1318-which shall, upon receipt thereof and upon payment of all taxes 885
1319-due the state by the petitioning corporation, if any, issue a 886
1320-certificate showing the receipt of the articles of incorporation 887
1321-with the endorsement of approval thereon and of the payment of 888
1322-all taxes to the state. Upon payment of the filing fees 889
1323-specified in s. 617.0122, the Department of State shall file the 890
1324-articles of incorporatio n, and from thenceforth the petitioning 891
1325-corporation shall become a corporation not for profit under the 892
1326-name adopted in the articles of incorporation and subject to all 893
1327-the rights, powers, immunities, duties, and liabilities of 894
1328-corporations not for profit under state law, and its rights, 895
1329-powers, immunities, duties, and liabilities as a corporation for 896
1330-profit shall cease and determine. 897
1331- Section 24. For the purpose of incorporating the amendment 898
1332-made by this act to section 617.0122, Florida Statutes, in a 899
1333-reference thereto, subsection (4) of section 617.2006, Florida 900
1309+place at which the date or time, or both, is to be determined, 876
1310+the date or time, or both, at which it becomes effective shall 877
1311+be those prevailing at the place of filing in this state. 878
1312+ Section 18. Paragraph (b) of subsection (3) of section 879
1313+605.0113, Florida Statutes, is a mended to read: 880
1314+ 605.0113 Registered agent. — 881
1315+ (3) The duties of a registered agent are as follows: 882
1316+ (b) If the registered agent resigns, to provide the notice 883
1317+required under s. 605.0115(3) s. 605.0115(2) to the company or 884
1318+foreign limited liability compa ny at the address most recently 885
1319+supplied to the agent by the company or foreign limited 886
1320+liability company. 887
1321+ Section 19. For the purpose of incorporating the amendment 888
1322+made by this act to section 607.0122, Florida Statutes, in a 889
1323+reference thereto, subsec tion (1) of section 658.23, Florida 890
1324+Statutes, is reenacted to read: 891
1325+ 658.23 Submission of articles of incorporation; contents; 892
1326+form; approval; filing; commencement of corporate existence; 893
1327+bylaws.— 894
1328+ (1) Within 3 months after approval by the office and the 895
1329+appropriate federal regulatory agency, the applicant shall 896
1330+submit its duly executed articles of incorporation to the 897
1331+office, together with the filing fee due the Department of State 898
1332+under s. 607.0122. 899
1333+ Section 20. For the purpose of incorporating the a mendment 900
13341334
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1335+HB 1189 2024
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13371337
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13391339 CODING: Words stricken are deletions; words underlined are additions.
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13421342 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
13431343
13441344
13451345
1346-Statutes, is reenacted to read: 901
1347- 617.2006 Incorporation of labor unions or bodies. —Any 902
1348-group or combination of groups of workers or wage earners, 903
1349-bearing the name labor, organized labor, feder ation of labor, 904
1350-brotherhood of labor, union labor, union labor committee, trade 905
1351-union, trades union, union labor council, building trades 906
1352-council, building trades union, allied trades union, central 907
1353-labor body, central labor union, federated trades council , local 908
1354-union, state union, national union, international union, 909
1355-district labor council, district labor union, American 910
1356-Federation of Labor, Florida Federation of Labor, or any 911
1357-component parts or significant words of such terms, whether the 912
1358-same be used in juxtaposition or with interspace, may be 913
1359-incorporated under this act. 914
1360- (4) Upon the filing of the articles of incorporation and 915
1361-the petition, and the giving of such notice, the circuit judge 916
1362-to whom such petition may be addressed shall, upon the date 917
1363-stated in such notice, take testimony and inquire into the 918
1364-admissions and purposes of such organization and the necessity 919
1365-therefor, and upon such hearing, if the circuit judge shall be 920
1366-satisfied that the allegations set forth in the petition and 921
1367-articles of incorporation have been substantiated, and shall 922
1368-find that such organization will not be harmful to the community 923
1369-in which it proposes to operate, or to the state, and that it is 924
1370-intended in good faith to carry out the purposes and objects set 925
1346+made by this act to section 607.0503, Florida Statutes, in a 901
1347+reference thereto, subsection (4) of section 607.0501, Florida 902
1348+Statutes, is reenacted to read: 903
1349+ 607.0501 Registered office and registered agent. — 904
1350+ (4) The duties of a registered agent are: 905
1351+ (a) To forward to the corporation at the address most 906
1352+recently supplied to the registered agent by the corporation, a 907
1353+process, notice, or demand pertaining to the corporation which 908
1354+is served on or received by the registered agent; and 909
1355+ (b) If the registered agent resigns, to provide the notice 910
1356+required under s. 607.0503 to the corporation at the address 911
1357+most recently supplied to the registered agent by the 912
1358+corporation. 913
1359+ Section 21. For the purpose of incorporating the 914
1360+amendments made by this act to sections 605.0213 and 607.0122, 915
1361+Florida Statutes, in references thereto, paragraph (b) of 916
1362+subsection (2) of section 607.193, Florida Statutes, is 917
1363+reenacted to read: 918
1364+ 607.193 Supplemental corporate fee. — 919
1365+ (2) 920
1366+ (b) In addition to the fees levied under s s. 605.0213, 921
1367+607.0122, and 620.1109 and the supplemental corporate fee, a 922
1368+late charge of $400 shall be imposed if the supplemental 923
1369+corporate fee is remitted after May 1 except in circumstances in 924
1370+which a business entity was administratively dissolved or it s 925
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1372+HB 1189 2024
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13791379 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
13801380
13811381
13821382
1383-forth in the articles of incorporation, and that there is a 926
1384-necessity therefor, the judge shall approve the articles of 927
1385-incorporation and endorse his or her approval thereon. Upon the 928
1386-filing of the articles of incorporation with its endorsements 929
1387-thereupon with the Depa rtment of State and payment of the filing 930
1388-fees specified in s. 617.0122, the subscribers and their 931
1389-associates and successors shall be a corporation by the name 932
1390-given. 933
1391- Section 25. For the purpose of incorporating the amendment 934
1392-made by this act to sectio n 617.0502, Florida Statutes, in a 935
1393-reference thereto, subsection (3) of section 617.0501, Florida 936
1394-Statutes, is reenacted to read: 937
1395- 617.0501 Registered office and registered agent. — 938
1396- (3) A registered agent appointed pursuant to this section 939
1397-or a successor registered agent appointed pursuant to s. 940
1398-617.0502 on whom process may be served shall each file a 941
1399-statement in writing with the Department of State, in such form 942
1400-and manner as shall be prescribed by the department, accepting 943
1401-the appointment as a register ed agent simultaneously with his or 944
1402-her being designated. Such statement of acceptance shall state 945
1403-that the registered agent is familiar with, and accepts, the 946
1404-obligations of that position. 947
1405- Section 26. For the purpose of incorporating the amendment 948
1406-made by this act to section 617.0502, Florida Statutes, in a 949
1407-reference thereto, paragraph (a) of subsection (1) of section 950
1383+certificate of authority was revoked due to its failure to file 926
1384+an annual report and the entity subsequently applied for 927
1385+reinstatement and paid the applicable reinstatement fee. 928
1386+ Section 22. For the purpose of incorporating the amendment 929
1387+made by this act to section 607.1509, Florida Statutes, in a 930
1388+reference thereto, subsection (9) of section 607.0120, Florida 931
1389+Statutes, is reenacted to read: 932
1390+ 607.0120 Filing requirements. — 933
1391+ (9) The document must be delivered to the office of the 934
1392+department for filing. Delivery may be made by electronic 935
1393+transmission if and to the extent permitted by the department. 936
1394+If it is filed in typewritten or printed form and not 937
1395+transmitted electronically, the department may require one exact 938
1396+or conformed copy, to be delivered wit h the document, except as 939
1397+provided in s. 607.1509. 940
1398+ Section 23. For the purpose of incorporating the amendment 941
1399+made by this act to section 607.1509, Florida Statutes, 942
1400+subsection (4) of section 607.1507, Florida Statutes, is 943
1401+reenacted to read: 944
1402+ 607.1507 Registered office and registered agent of foreign 945
1403+corporation.— 946
1404+ (4) The duties of a registered agent are as follows: 947
1405+ (a) To forward to the foreign corporation at the address 948
1406+most recently supplied to the registered agent by the foreign 949
1407+corporation, a process, notice, or demand pertaining to the 950
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14161416 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
14171417
14181418
14191419
1420-617.0503, Florida Statutes, is reenacted to read: 951
1421- 617.0503 Registered agent; duties; confidentiality of 952
1422-investigation records. — 953
1423- (1)(a) Each corporation, foreign corporation, or alien 954
1424-business organization that owns real property located in this 955
1425-state, that owns a mortgage on real property located in this 956
1426-state, or that transacts business in this state shall have and 957
1427-continuously maintain in this state a registered office and a 958
1428-registered agent and shall file with the Department of State 959
1429-notice of the registered office and registered agent as provided 960
1430-in ss. 617.0501 and 617.0502. The appointment of a registered 961
1431-agent in compliance with s. 617.0501 or s. 617.0502 is 962
1432-sufficient for purposes of this section if the registered agent 963
1433-so appointed files, in the form and manner prescribed by the 964
1434-Department of State, an acceptance of the obligations provided 965
1435-for in this section. 966
1436- Section 27. This act shall take effect July 1, 2024. 967
1420+foreign corporation which is served on or received by the 951
1421+registered agent; and 952
1422+ (b) If the registered agent resigns, to provide the notice 953
1423+required under s. 607.1509 to the foreign corporation at the 954
1424+address most recently supplied to the registered agent by the 955
1425+foreign corporation. 956
1426+ Section 24. For the purpose of incorporating the amendment 957
1427+made by this act to section 617.0122, Florida Statutes, in a 958
1428+reference thereto, paragraph (a) of subsection (1) of sec tion 959
1429+39.8298, Florida Statutes, is reenacted to read: 960
1430+ 39.8298 Guardian Ad Litem direct -support organization. — 961
1431+ (1) AUTHORITY.—The Statewide Guardian Ad Litem Office 962
1432+created under s. 39.8296 is authorized to create a direct -963
1433+support organization. 964
1434+ (a) The direct-support organization must be a Florida 965
1435+corporation not for profit, incorporated under the provisions of 966
1436+chapter 617. The direct -support organization shall be exempt 967
1437+from paying fees under s. 617.0122. 968
1438+ Section 25. For the purpose of incorporati ng the amendment 969
1439+made by this act to section 617.0122, Florida Statutes, in a 970
1440+reference thereto, paragraph (a) of subsection (2) of section 971
1441+252.71, Florida Statutes, is reenacted to read: 972
1442+ 252.71 Florida Emergency Management Assistance 973
1443+Foundation.— 974
1444+ (2) The foundation is hereby created as a direct -support 975
1445+
1446+HB 1189 2024
1447+
1448+
1449+
1450+CODING: Words stricken are deletions; words underlined are additions.
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1453+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
1454+
1455+
1456+
1457+organization of the division to provide assistance, funding, and 976
1458+support to the division in its disaster response, recovery, and 977
1459+relief efforts for natural emergencies. 978
1460+ (a) The foundation must be an or ganization that is a 979
1461+Florida nonprofit corporation incorporated under chapter 617, 980
1462+approved by the Department of State, and recognized under s. 981
1463+501(c)(3) of the Internal Revenue Code. The foundation is exempt 982
1464+from paying fees under s. 617.0122. 983
1465+ Section 26. For the purpose of incorporating the amendment 984
1466+made by this act to section 617.0122, Florida Statutes, in a 985
1467+reference thereto, paragraph (a) of subsection (6) of section 986
1468+288.012, Florida Statutes, is reenacted to read: 987
1469+ 288.012 State of Florida inter national offices; direct -988
1470+support organization. —The Legislature finds that the expansion 989
1471+of international trade and tourism is vital to the overall 990
1472+health and growth of the economy of this state. This expansion 991
1473+is hampered by the lack of technical and busin ess assistance, 992
1474+financial assistance, and information services for businesses in 993
1475+this state. The Legislature finds that these businesses could be 994
1476+assisted by providing these services at State of Florida 995
1477+international offices. The Legislature further finds that the 996
1478+accessibility and provision of services at these offices can be 997
1479+enhanced through cooperative agreements or strategic alliances 998
1480+between private businesses and state, local, and international 999
1481+governmental entities. 1000
1482+
1483+HB 1189 2024
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1485+
1486+
1487+CODING: Words stricken are deletions; words underlined are additions.
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1490+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
1491+
1492+
1493+
1494+ (6)(a) The department shall esta blish and contract with a 1001
1495+direct-support organization, organized as a nonprofit under 1002
1496+chapter 617 and recognized under s. 501(c)(3) of the Internal 1003
1497+Revenue Code, to carry out the provisions of this section; 1004
1498+assist with the coordination of international tra de development 1005
1499+efforts; and assist in development and planning related to 1006
1500+foreign investment, international partnerships, and other 1007
1501+international business and trade development. The organization 1008
1502+is exempt from paying fees under s. 617.0122. 1009
1503+ Section 27. For the purpose of incorporating the amendment 1010
1504+made by this act to section 617.0122, Florida Statutes, in a 1011
1505+reference thereto, section 617.1807, Florida Statutes, is 1012
1506+reenacted to read: 1013
1507+ 617.1807 Conversion to corporation not for profit; 1014
1508+authority of circuit judge.—If the circuit judge to whom the 1015
1509+petition and proposed articles of incorporation are presented 1016
1510+finds that the petition and proposed articles are in proper 1017
1511+form, he or she shall approve the articles of incorporation and 1018
1512+endorse his or her approva l thereon; such approval shall provide 1019
1513+that all of the property of the petitioning corporation shall 1020
1514+become the property of the successor corporation not for profit, 1021
1515+subject to all indebtedness and liabilities of the petitioning 1022
1516+corporation. The articles o f incorporation with such 1023
1517+endorsements thereupon shall be sent to the Department of State, 1024
1518+which shall, upon receipt thereof and upon payment of all taxes 1025
1519+
1520+HB 1189 2024
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1522+
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1524+CODING: Words stricken are deletions; words underlined are additions.
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1527+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
1528+
1529+
1530+
1531+due the state by the petitioning corporation, if any, issue a 1026
1532+certificate showing the receipt of the articles of incorporation 1027
1533+with the endorsement of approval thereon and of the payment of 1028
1534+all taxes to the state. Upon payment of the filing fees 1029
1535+specified in s. 617.0122, the Department of State shall file the 1030
1536+articles of incorporation, and from thencefort h the petitioning 1031
1537+corporation shall become a corporation not for profit under the 1032
1538+name adopted in the articles of incorporation and subject to all 1033
1539+the rights, powers, immunities, duties, and liabilities of 1034
1540+corporations not for profit under state law, and i ts rights, 1035
1541+powers, immunities, duties, and liabilities as a corporation for 1036
1542+profit shall cease and determine. 1037
1543+ Section 28. For the purpose of incorporating the amendment 1038
1544+made by this act to section 617.0122, Florida Statutes, in a 1039
1545+reference thereto, sub section (4) of section 617.2006, Florida 1040
1546+Statutes, is reenacted to read: 1041
1547+ 617.2006 Incorporation of labor unions or bodies. —Any 1042
1548+group or combination of groups of workers or wage earners, 1043
1549+bearing the name labor, organized labor, federation of labor, 1044
1550+brotherhood of labor, union labor, union labor committee, trade 1045
1551+union, trades union, union labor council, building trades 1046
1552+council, building trades union, allied trades union, central 1047
1553+labor body, central labor union, federated trades council, local 1048
1554+union, state union, national union, international union, 1049
1555+district labor council, district labor union, American 1050
1556+
1557+HB 1189 2024
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1559+
1560+
1561+CODING: Words stricken are deletions; words underlined are additions.
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1564+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
1565+
1566+
1567+
1568+Federation of Labor, Florida Federation of Labor, or any 1051
1569+component parts or significant words of such terms, whether the 1052
1570+same be used in juxtaposition or with interspace, may be 1053
1571+incorporated under this act. 1054
1572+ (4) Upon the filing of the articles of incorporation and 1055
1573+the petition, and the giving of such notice, the circuit judge 1056
1574+to whom such petition may be addressed shall, upon the date 1057
1575+stated in such notice, ta ke testimony and inquire into the 1058
1576+admissions and purposes of such organization and the necessity 1059
1577+therefor, and upon such hearing, if the circuit judge shall be 1060
1578+satisfied that the allegations set forth in the petition and 1061
1579+articles of incorporation have been substantiated, and shall 1062
1580+find that such organization will not be harmful to the community 1063
1581+in which it proposes to operate, or to the state, and that it is 1064
1582+intended in good faith to carry out the purposes and objects set 1065
1583+forth in the articles of incorporat ion, and that there is a 1066
1584+necessity therefor, the judge shall approve the articles of 1067
1585+incorporation and endorse his or her approval thereon. Upon the 1068
1586+filing of the articles of incorporation with its endorsements 1069
1587+thereupon with the Department of State and pa yment of the filing 1070
1588+fees specified in s. 617.0122, the subscribers and their 1071
1589+associates and successors shall be a corporation by the name 1072
1590+given. 1073
1591+ Section 29. For the purpose of incorporating the amendment 1074
1592+made by this act to section 617.0502, Florida St atutes, in a 1075
1593+
1594+HB 1189 2024
1595+
1596+
1597+
1598+CODING: Words stricken are deletions; words underlined are additions.
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1601+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
1602+
1603+
1604+
1605+reference thereto, subsection (3) of section 617.0501, Florida 1076
1606+Statutes, is reenacted to read: 1077
1607+ 617.0501 Registered office and registered agent. — 1078
1608+ (3) A registered agent appointed pursuant to this section 1079
1609+or a successor registered agent appo inted pursuant to s. 1080
1610+617.0502 on whom process may be served shall each file a 1081
1611+statement in writing with the Department of State, in such form 1082
1612+and manner as shall be prescribed by the department, accepting 1083
1613+the appointment as a registered agent simultaneousl y with his or 1084
1614+her being designated. Such statement of acceptance shall state 1085
1615+that the registered agent is familiar with, and accepts, the 1086
1616+obligations of that position. 1087
1617+ Section 30. For the purpose of incorporating the amendment 1088
1618+made by this act to secti on 617.0502, Florida Statutes, in a 1089
1619+reference thereto, paragraph (a) of subsection (1) of section 1090
1620+617.0503, Florida Statutes, is reenacted to read: 1091
1621+ 617.0503 Registered agent; duties; confidentiality of 1092
1622+investigation records. — 1093
1623+ (1)(a) Each corporation, f oreign corporation, or alien 1094
1624+business organization that owns real property located in this 1095
1625+state, that owns a mortgage on real property located in this 1096
1626+state, or that transacts business in this state shall have and 1097
1627+continuously maintain in this state a reg istered office and a 1098
1628+registered agent and shall file with the Department of State 1099
1629+notice of the registered office and registered agent as provided 1100
1630+
1631+HB 1189 2024
1632+
1633+
1634+
1635+CODING: Words stricken are deletions; words underlined are additions.
1636+hb1189-00
1637+Page 45 of 45
1638+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
1639+
1640+
1641+
1642+in ss. 617.0501 and 617.0502. The appointment of a registered 1101
1643+agent in compliance with s. 617.0501 or s. 617. 0502 is 1102
1644+sufficient for purposes of this section if the registered agent 1103
1645+so appointed files, in the form and manner prescribed by the 1104
1646+Department of State, an acceptance of the obligations provided 1105
1647+for in this section. 1106
1648+ Section 31. This act shall take eff ect July 1, 2024. 1107