Florida Senate - 2024 SB 1198 By Senator Martin 33-01639-24 20241198__ 1 A bill to be entitled 2 An act relating to the corporate actions; creating s. 3 607.0145, F.S.; defining terms; creating s. 607.0146, 4 F.S.; providing that a defective corporate action is 5 not void or voidable in certain circumstances; 6 providing that ratification or validation under 7 certain circumstances may not be deemed the exclusive 8 means of either ratifying or validating defective 9 corporate actions, and that the absence or failure to 10 ratify defective corporate actions does not affect the 11 validity or effectiveness of certain corporate actions 12 properly ratified; providing for the validity of 13 putative shares in the event of an overissue; creating 14 s. 607.0147, F.S.; requiring the board of directors to 15 take certain action to ratify a defective corporate 16 action; authorizing those exercising the powers of the 17 directors to take certain action when certain 18 defective actions are related to the ratification of 19 the initial board of directors; requiring members of 20 the board of directors to seek approval of the 21 shareholders under certain conditions; authorizing the 22 board of directors to abandon ratification at any time 23 before the validation effective time after action by 24 the board and, if required, approval of the 25 shareholders; creating s. 607.0148, F.S.; providing 26 quorum and voting requirements for the ratification of 27 certain defective corporate actions; requiring the 28 board to send notice to all identifiable shareholders 29 of a certain meeting date; requiring that the notice 30 state that a purpose of the meeting is to consider 31 ratification of a defective corporate action; 32 requiring the board to send notice to all identifiable 33 shareholders if the ratification of the defective 34 corporate action is to be accomplished by consent of 35 the shareholders; specifying the quorum and voting 36 requirements applicable to ratification of the 37 election of directors; prohibiting holders of putative 38 shares from voting on ratification of any defective 39 corporate action and providing that they may not be 40 counted for quorum purposes or in certain written 41 consent; requiring approval of certain amendments to 42 the corporations articles of incorporation under 43 certain circumstances; creating s. 607.0149, F.S.; 44 requiring that notice be given to shareholders of 45 certain corporate action taken by the board of 46 directors; providing requirements for such notice; 47 providing requirements for such notice for 48 corporations subject to certain federal reporting 49 requirements; creating s. 607.0150, F.S.; specifying 50 the effects of ratification; creating s. 607.0151, 51 F.S.; requiring corporations to file articles of 52 validation under certain circumstances; providing 53 applicability; providing requirements for articles of 54 validation; creating s. 607.0152, F.S.; authorizing 55 certain persons and entities to file certain motions; 56 providing for service of process; requiring that 57 certain actions be filed within a specified timeframe; 58 authorizing the court to consider certain factors in 59 resolving certain issues; authorizing the courts to 60 take certain actions in cases involving defective 61 corporate actions; amending ss. 605.0115, 607.0503, 62 607.1509, 617.0502, and 620.1116, F.S.; providing that 63 a registered agent may resign from certain limited 64 liability companies or foreign limited liability 65 companies, certain inactive or dissolved corporations, 66 certain inactive or dissolved foreign corporations, 67 certain active or inactive corporations, and certain 68 limited partnerships or foreign limited partnerships, 69 respectively, by delivering a specified statement of 70 resignation to the Department of State; providing 71 requirements for the statement; providing that a 72 registered agent who is resigning from one or more 73 such corporations, companies, or partnerships may 74 elect to file a statement of resignation for each such 75 company, corporation, or partnership or a composite 76 statement; providing requirements for composite 77 statements; requiring that a copy of the each of the 78 statements of resignation or the composite statement 79 be mailed to the address on file with the department 80 for the company, corporation, or partnership or 81 companies, corporations, or partnerships, as 82 applicable; amending ss. 605.0213 and 607.0122, F.S.; 83 conforming provisions to changes made by the act; 84 providing registered agents may pay one resignation 85 fee regardless of whether resigning from one or 86 multiple inactive or dissolved companies or 87 corporations; reenacting ss. 605.0207 and 88 605.0113(3)(b), F.S., relating to effective dates and 89 times and to registered agents, respectively, to 90 incorporate the amendments made to s. 605.0115, F.S., 91 in references thereto; reenacting s. 658.23(1), F.S., 92 related to submission of articles of incorporation, to 93 incorporate the amendments made in s. 607.0122, F.S., 94 in a reference thereto; reenacting s. 607.0501(4), 95 F.S., relating to the registered offices and 96 registered agents, to incorporate the change made to 97 s. 607.0503, F.S., in a reference thereto; reenacting 98 s. 607.193(2)(b), F.S., relating to supplemental 99 corporate fees, to incorporate the amendments made in 100 ss. 605.0213 and 607.0122, F.S., in references 101 thereto; reenacting ss. 607.0120(9) and 607.1507(4), 102 F.S., relating to filing requirements and registered 103 offices and agents of foreign corporations, 104 respectively, to incorporate the amendments made to s. 105 607.1509, F.S., in references thereto; reenacting ss. 106 39.8298(1)(a), 252.71(2)(a), 288.012(6)(a), 617.1807, 107 and 617.2006(4), F.S., relating to the Guardian Ad 108 Litem direct-support organization, the Florida 109 Emergency Management Assistance Foundation, State of 110 Florida international offices, conversion to 111 corporation not for profit, and incorporation of labor 112 unions or bodies, respectively, to incorporate the 113 amendment made in s. 617.0122, F.S., in references 114 thereto; reenacting s. 617.0501(3) and 617.0503(1)(a), 115 F.S., relating to registered agents, to incorporate 116 the amendment made to s. 617.0502, F.S., in references 117 thereto; providing an effective date. 118 119 Be It Enacted by the Legislature of the State of Florida: 120 121 Section 1.Section 607.0145, Florida Statutes, is created 122 to read: 123 607.0145Definitions.As used in ss. 607.0145-607.0152, the 124 term: 125 (1)Corporate action means any action taken by or on 126 behalf of a corporation, including any action taken by the 127 incorporator, the board of directors, a committee of the board 128 of directors, an officer or agent of the corporation, or the 129 shareholders. 130 (2)Date of the defective corporate action means the 131 date, or, if the exact date is unknown, the approximate date, on 132 which the defective corporate action was purported to have been 133 taken. 134 (3)Defective corporate action means: 135 (a)Any corporate action purportedly taken which is, and at 136 the time such corporate action was purportedly taken would have 137 been, within the power of the corporation, but is void or 138 voidable due to a failure of authorization; or 139 (b)An overissue. 140 (4)Failure of authorization means the failure to 141 authorize, approve, or otherwise effect a corporate action in 142 compliance with this chapter, the corporations articles of 143 incorporation or bylaws, a corporate resolution, or any plan or 144 agreement to which the corporation is a party, if and to the 145 extent such failure would render such corporate action void or 146 voidable. 147 (5)Overissue means the purported issuance of: 148 (a)Shares of a class or series in excess of the number of 149 shares of the class or series the corporation has the power to 150 issue under s. 607.0601 at the time of such issuance; or 151 (b)Shares of any class or series that is not then 152 authorized for issuance by the corporations articles of 153 incorporation. 154 (6)Putative shares means the shares of any class or 155 series, including shares issued upon exercise of rights, 156 options, warrants or other securities convertible into shares of 157 the corporation, or interests with respect to such shares, which 158 were created or issued as a result of a defective corporate 159 action and which: 160 (a)Would constitute valid shares but for any failure of 161 authorization; or 162 (b)Cannot be determined by the board of directors to be 163 valid shares. 164 (7)Valid shares means the shares of any class or series 165 which have been duly authorized and validly issued, including as 166 a result of ratification or validation under ss. 607.0145 167 607.0152. 168 (8)Validation effective time, with respect to any 169 defective corporate action ratified under ss. 607.0145-607.0152, 170 means the later of the following: 171 (a)The date on which the ratification of the defective 172 corporate action is approved by the shareholders, or if approval 173 of shareholders is not required, the date on which the notice 174 required by s. 607.0149 becomes effective in accordance with s. 175 607.0141; 176 (b)If no articles of validation are required to be filed 177 in accordance with s. 607.0151, the date on which the notice 178 required by s. 607.0149 becomes effective in accordance with s. 179 607.0141; or 180 (c)If articles of validation are required to be filed in 181 accordance with s. 607.0151, the date on which the articles of 182 validation filed in accordance with s. 607.0151 become 183 effective. 184 Section 2.Section 607.0146, Florida Statutes, is created 185 to read: 186 607.0146Defective corporate actions. 187 (1)A defective corporate action is not void or voidable 188 if: 189 (a)The defective corporate action was ratified in 190 accordance with the requirements of s. 607.0147, including the 191 filing, if required, of articles of validation pursuant to s. 192 607.0151; or 193 (b)The defective corporate action was validated pursuant 194 to s. 607.0152. 195 (2)Ratification pursuant to s. 607.0147 or validation 196 pursuant to s. 607.0152 may not be deemed to be the exclusive 197 means of ratifying or validating any defective corporate action, 198 and the absence or failure of ratification pursuant to ss. 199 607.0145-607.0152 does not, in and of itself, affect the 200 validity or effectiveness of any corporate action properly 201 ratified under common law or otherwise, and it does not create a 202 presumption that any such corporate action is or was a defective 203 corporate action or is or was void or voidable. 204 (3)In the case of an overissue, putative shares are valid 205 effective as of the date originally issued or purportedly issued 206 upon: 207 (a)Adoption of an amendment to the articles of 208 incorporation authorizing, designating, or creating such shares 209 pursuant to ss. 607.0145-607.0152 and ss. 607.1001-607.1009; or 210 (b)Other corporate action taken under ss. 607.0145 211 607.0152 ratifying the authorization, designation, or creation 212 of such shares. 213 Section 3.Section 607.0147, Florida Statutes, is created 214 to read: 215 607.0147Ratification of defective corporate actions. 216 (1)To ratify a defective corporate action under this 217 section, other than ratification of an election of the initial 218 board of directors under subsection (2), the board of directors 219 must ratify the action in accordance with s. 607.0148, stating 220 all of the following: 221 (a)The defective corporate action to be ratified and, if 222 the defective corporate action involved the issuance of putative 223 shares, the number and type of putative shares purportedly 224 issued. 225 (b)The date of the defective corporate action. 226 (c)The nature of the failure of authorization with respect 227 to the defective corporate action that is the subject of the 228 ratification. 229 (d)That the board of directors approves the ratification 230 of the defective corporate action. 231 (2)In the event that a defective corporate action to be 232 ratified relates to the election of the initial board of 233 directors of the corporation under s. 607.0205(1)(b), a majority 234 of the persons who, at the time of the ratification, are 235 exercising the powers of directors may take an action stating 236 all of the following: 237 (a)The name of the person or persons who first took action 238 in the name of the corporation as the initial board of directors 239 of the corporation. 240 (b)The earlier of the dates on which either such persons 241 first took such action or were purported to have been elected to 242 the initial board of directors. 243 (c)That the ratification of the election of such person or 244 persons to the initial board of directors is approved. 245 (3)If any action taken pursuant to this section, the 246 corporations articles of incorporation or bylaws, any corporate 247 resolution, or any plan or agreement in effect at the time of 248 the action to which the corporation is a party under subsection 249 (1) requires shareholder approval, or would have required 250 shareholder approval, at the date of the occurrence of the 251 defective corporate action, the ratification of the defective 252 corporate action approved in the action taken by the directors 253 under subsection (1) must be submitted to the shareholders for 254 approval in accordance with s. 607.0148. 255 (4)Unless otherwise provided in the action taken by the 256 board of directors under subsection (1), after the action by the 257 board of directors has been taken and, if required, approved by 258 the shareholders, the board of directors may abandon the 259 ratification at any time before the validation effective time 260 without further action of the shareholders. 261 Section 4.Section 607.0148, Florida Statutes, is created 262 to read: 263 607.0148Action on ratification. 264 (1)The quorum and voting requirements applicable to a 265 ratifying action by the board of directors under s. 607.0147(1) 266 are the quorum and voting requirements applicable to the 267 corporate action proposed to be ratified at the time such 268 ratifying action is taken. 269 (2)(a)If the ratification of the defective corporate 270 action requires approval by the shareholders under s. 271 607.0147(3), and if the approval is to be given at a meeting, 272 the corporation must notify each holder of valid and putative 273 shares that, regardless of whether entitled to vote as of the 274 record date for notice of the meeting and as of the date of the 275 occurrence of the defective corporate action, approval is 276 required; however, such notice is not required to be given to 277 holders of valid or putative shares whose identities or 278 addresses for notice cannot be determined from the records of 279 the corporation. The notice must state that the purpose, or one 280 of the purposes, of the meeting is to consider ratification of a 281 defective corporate action. 282 (b)If the ratification of the defective corporate action 283 requires approval by the shareholders under s. 607.0147(3), and 284 if the approval is to be ratified by one or more written 285 consents of the shareholders, the corporation must notify each 286 holder of valid and putative shares as of the record date of the 287 action by written consent and as of the date of the occurrence 288 of the defective corporate action, regardless of whether 289 entitled to vote; however, notice is not required to be given to 290 holders of valid or putative shares whose identities or 291 addresses for notice cannot be determined from the records of 292 the corporation. The notice must state that the purpose, or one 293 of the purposes, of the written consent is to consider 294 ratification of a defective corporate action. 295 (c)The notice must be accompanied by both of the 296 following: 297 1.Either a copy of the action taken by the board of 298 directors pursuant to s. 607.0147(1)(a), or the information 299 required pursuant to s. 607.0147(1)(a)-(d). 300 2.A statement that any claim asserting that the 301 ratification of such defective corporate action, and any 302 putative shares issued as a result of such defective corporate 303 action, are not effective, or may only be effective on certain 304 conditions, and must be brought within 120 days after the 305 applicable validation effective time. 306 (3)Except as provided in subsection (4) with respect to 307 the voting requirements to ratify the election of a director, 308 any quorum and voting requirements applicable to the approval by 309 the shareholders required by s. 607.0147(3) are those 310 applicable, at the time of such shareholder approval, to the 311 corporate action proposed to be ratified. 312 (4)The approval by shareholders at a meeting to ratify the 313 election of a director requires that the votes cast by the 314 voting group favoring such ratification exceed the votes cast by 315 the voting group opposing such ratification at a meeting at 316 which a quorum is present. Approval by shareholders by written 317 consent to ratify the election of a director requires that the 318 consents given by the voting group favoring such ratification 319 represent a majority of the shares of the voting group. 320 (5)Holders of putative shares on the record date for 321 determining the shareholders entitled to vote on any matter 322 submitted to shareholders under s. 607.0147(3), and without 323 giving effect to any ratification of putative shares which 324 becomes effective as a result of such vote, are not entitled to 325 vote and may not be counted for quorum purposes in any vote to 326 approve the ratification of any defective corporate action. 327 Putative shares on the record date for the action by written 328 consent, and without giving effect to any ratification of 329 putative shares which becomes effective as a result of such 330 written consent, are not entitled to be counted in any written 331 consent to approve the ratification of any defective corporate 332 action. 333 (6)If approval under this section of putative shares would 334 result in an overissue, in addition to the approval required by 335 s. 607.0147, approval is also required of an amendment to the 336 corporations articles of incorporation under ss. 607.1001 337 607.1009 to increase the number of shares of an authorized class 338 or series or to authorize the creation of a class or series of 339 shares so there is no overissue. 340 Section 5.Section 607.0149, Florida Statutes, is created 341 to read: 342 607.0149Notice requirements. 343 (1)Unless shareholder approval is required under s. 344 607.0147(3), prompt notice of an action taken by the board of 345 directors under s. 607.0147 must be given to each holder of 346 valid shares and each holder of putative shares, regardless of 347 whether entitled to vote, who is a holder of valid shares or 348 putative shares as of: 349 (a)The date of the action by the board of directors taken 350 under s. 607.0147; and 351 (b)The date of the occurrence of the defective corporate 352 action being ratified. 353 (2)Notice is not required to those holders of valid shares 354 or those holders of putative shares whose identities or 355 addresses for notice cannot be determined from the records of 356 the corporation. 357 (3)The notice must contain both of the following: 358 (a)Either a copy of the action taken by the board of 359 directors pursuant to s. 607.0147(1) or the information required 360 by s. 607.0147(1)(a)-(d) or s. 607.0147(2)(a), (b), and (c), as 361 applicable. 362 (b)A statement that, in order to be considered, any claim 363 asserting that the ratification of the defective corporate 364 action, and any putative shares issued as a result of such 365 defective corporate action, are not effective, or are effective 366 only on certain conditions, and must be brought within 120 days 367 after the applicable validation effective time. 368 (4)Notice is not required under this section with respect 369 to any action required to be submitted to shareholders for 370 approval pursuant s. 607.0147(3) if notice is given pursuant to 371 s. 607.0148(2). 372 (5)Notice required by this section may be given in any 373 manner authorized under s. 607.0141 and, for any corporation 374 subject to the reporting requirements of ss. 13 or 15(d) of the 375 Securities Exchange Act of 1934, may be given by means of a 376 filing or furnishing of such notice with the United States 377 Securities and Exchange Commission. 378 Section 6.Section 607.0150, Florida Statutes, is created 379 to read: 380 607.0150Effects of ratification.The following provisions 381 apply upon the validation effective time, without regard to the 382 120-day period during which a claim may be brought pursuant to 383 s. 607.0152: 384 (1)Each defective corporate action ratified pursuant to s. 385 607.0147 is not void or voidable as a result of the failure of 386 authorization set forth and identified pursuant to s. 387 607.0147(1) or (2) and is deemed a valid corporate action 388 effective as of the date of the defective corporate action. 389 (2)The issuance of each putative share or fraction of a 390 putative share purportedly issued pursuant to a defective 391 corporate action identified in the action taken pursuant to s. 392 607.0147 is not void or voidable, and each such putative share 393 is deemed to be an identical share or fraction of a valid share 394 as of the time it was purportedly issued. 395 (3)Any corporate action taken subsequent to the defective 396 corporate action ratified pursuant to ss. 607.0145-607.0152 in 397 reliance on such defective corporate action having been validly 398 effected, and any subsequent defective corporate action 399 resulting directly or indirectly from such original defective 400 corporate action, is valid as of the respective time such 401 corporate action was taken. 402 Section 7.Section 607.0151, Florida Statutes, is created 403 to read: 404 607.0151Filings. 405 (1)If the defective corporate action ratified under ss. 406 607.0145-607.0152 would have required a filing under ss. 407 607.0145-607.0152, and either: 408 (a)Any previous filing requires any change to the filing 409 to give effect to the defective corporate action in accordance 410 with this section, including a change to the date and time of 411 the effectiveness of such filing; or 412 (b)A filing was not previously filed with respect to the 413 defective corporate action, 414 415 In lieu of a filing otherwise required under ss. 607.0145 416 607.0152, the corporation must file articles of validation in 417 accordance with this section, and such articles of validation 418 will serve to amend or be a substitute for any other filing with 419 respect to such defective corporate action required under ss. 420 607.0145-607.0152. 421 (2)Articles of validation must specify all of the 422 following: 423 (a)The defective corporate action that is the subject of 424 the articles of validation, including, in the case of any 425 defective corporate action involving the issuance of putative 426 shares, the number and type of putative shares issued and the 427 date or dates upon which such putative shares were purported to 428 have been issued. 429 (b)The date of the defective corporate action. 430 (c)The nature of the failure of authorization with respect 431 to the defective corporate action. 432 (d)A statement that the defective corporate action was 433 ratified pursuant to s. 607.0147, including the date on which 434 the board of directors ratified such defective corporate action 435 and, if applicable, the date on which the shareholders approved 436 the ratification of such defective corporate action. 437 (e)1.If a filing was previously made with respect to the 438 defective corporate action and such filing requires any change 439 to give effect to the ratification of such defective corporate 440 action pursuant to s. 607.0147: 441 a.The name, title, and filing date of the filing 442 previously made and any articles of correction for that filing; 443 b.A statement that a filing containing all of the 444 information required to be included under the applicable 445 provisions of this chapter to give effect to such defective 446 corporate action is attached as an exhibit to the articles of 447 validation; and 448 c.The date and time that such filing is deemed to have 449 become effective. 450 2.If a filing was not previously made with respect to the 451 defective corporate action and the defective corporate action 452 ratified pursuant to s. 607.0147 would have required a filing 453 under any other provision of this chapter: 454 a.A statement that a filing containing all of the 455 information required to be included under the applicable 456 provisions of this chapter to give effect to such defective 457 corporate action is attached as an exhibit to the articles of 458 validation; and 459 b.The date and time that such filing is deemed to have 460 become effective. 461 Section 8.Section 607.0152, Florida Statutes, is created 462 to read: 463 607.0152Judicial proceedings regarding validity of 464 corporate actions. 465 (1)Subject to subsection (4), upon application by the 466 corporation, any successor entity to the corporation; a director 467 of the corporation; any shareholder, beneficial shareholder, or 468 unrestricted voting trust beneficial owner of the corporation, 469 including any such shareholder, beneficial shareholder, or 470 unrestricted voting trust beneficial owner as of the date of the 471 defective corporate action ratified pursuant to s. 607.0147; or 472 any other person claiming to be substantially and adversely 473 affected by a ratification pursuant to s. 607.0147 may file in 474 the circuit court in the applicable county motions for any of 475 the following: 476 (a)A determination of the validity and effectiveness of 477 any corporate action or defective corporate action ratified 478 pursuant to s. 607.0147. 479 (b)A determination of the validity and effectiveness of 480 any ratification of any defective corporate action pursuant to 481 s. 607.0147. 482 (c)A determination of the validity and effectiveness of 483 any defective corporate action not ratified or not ratified 484 effectively pursuant to s. 607.0147. 485 (d)A determination of the validity of any putative shares. 486 (e)A modification or waiver of any of the procedures 487 specified in s. 607.0147 or s. 607.0148 to ratify a defective 488 corporate action. 489 (2)Upon the filing of such a motion, the court may make 490 such findings or issue such orders as it deems proper under the 491 circumstances. Factors that the court may consider include, but 492 are not limited to, those set forth in subsections (5) and (6). 493 (3)Service of process of the application under subsection 494 (1) on the corporation may be made in any manner provided in 495 chapter 48 for service on a corporation, and no other party need 496 be joined in order for the court to adjudicate the matter. In an 497 action filed by the corporation, the court may require that 498 notice of the action be provided to other persons specified by 499 the court and permit such other persons to intervene in the 500 action. 501 (4)Notwithstanding any other law to the contrary, an 502 action asserting that the ratification of a defective corporate 503 action, and any putative shares issued as a result of such 504 defective corporate action, is not effective, or may be given 505 effect only upon certain conditions, and must be brought within 506 120 days after the validation effective time. 507 (5)In determining judicial proceedings under this section, 508 the court may consider the following: 509 (a)Whether the defective corporate action was originally 510 approved or effectuated with the belief that the approval or 511 effectuation was in compliance with ss. 607.0145-607.0152, the 512 articles of incorporation, or the bylaws of the corporation. 513 (b)Whether the corporation and board of directors have 514 treated the defective corporate action as a valid act or 515 transaction and whether any person has acted in reliance on the 516 public record that such defective corporate action was valid. 517 (c)Whether any person will be or was harmed by the 518 ratification or validation of the defective corporate action, 519 excluding any harm that would have resulted if the defective 520 corporate action had been valid when approved or effectuated. 521 (d)Whether any person will be harmed by the failure to 522 ratify or validate the defective corporate action. 523 (e)Whether the defective corporate action was a conflict 524 of interest transaction. 525 (f)Any other factors or considerations the court deems 526 just and equitable. 527 (6)The court may do any of the following in connection 528 with an action under this section: 529 (a)Declare that a ratification pursuant to s. 607.0147 is 530 not effective or is effective only at a time or upon conditions 531 established by the court. 532 (b)Validate and declare effective any defective corporate 533 action or putative shares and impose conditions upon such 534 validation. 535 (c)Require measures to remedy or avoid harm to any person 536 substantially and adversely affected by a ratification pursuant 537 to s. 607.0147 or by any order of the court pursuant to this 538 section, excluding any harm that may have resulted if the 539 defective corporate action had been valid when approved or 540 effectuated. 541 (d)Order the department to accept an instrument for filing 542 with an effective time specified by the court, which effective 543 time may be before or after the date of such order, provided 544 that the filing date of such instrument must be determined in 545 accordance with s. 607.0123. 546 (e)Approve a stock ledger for the corporation which 547 includes any shares ratified or validated pursuant with this 548 section or s. 607.0147. 549 (f)Declare that the putative shares are valid shares or 550 require a corporation to issue and deliver valid shares in place 551 of any putative shares. 552 (g)Order that a meeting of holders of valid shares or 553 putative shares be held and exercise such powers as it deems 554 appropriate with respect to such a meeting. 555 (h)Declare that a defective corporate action validated by 556 the court is effective as of the date of the defective corporate 557 action or at such other time as determined by the court. 558 (i)Declare that putative shares validated by the court are 559 deemed to be identical valid shares or a fraction of valid 560 shares as of the date originally issued or purportedly issued or 561 at such other time as determined by the court. 562 (j)Require payment by the corporation of reasonable 563 expenses, including attorney fees and costs, as determined by 564 the court. 565 (k)Issue other orders as it deems necessary under the 566 circumstances. 567 Section 9.Present subsections (3), (4), and (5) of section 568 605.0115, Florida Statutes, are redesignated as subsections (4), 569 (5), and (6) respectively, a new subsection (3) is added to that 570 section, and subsections (1) and (2) of that section, are 571 amended, to read: 572 605.0115Resignation of registered agent. 573 (1)A registered agent may resign as agent for an active 574 limited liability company or a foreign limited liability 575 company, an inactive limited liability company or an inactive 576 foreign limited liability company, or for one or more inactive 577 limited liability companies or inactive foreign limited 578 liability companies that have been inactive for 10 years or 579 longer for a limited liability company or foreign limited 580 liability company by delivering for filing to the department a 581 signed statement of resignation. The statement of resignation 582 must contain: containing the name of the limited liability 583 company or foreign limited liability company. 584 (a)The name of the limited liability company or foreign 585 limited liability company; and 586 (b)If the limited liability company or foreign limited 587 liability company has been inactive or dissolved for 10 years or 588 longer, the date of the inactivity or the date of the 589 dissolution. 590 (2)If a registered agent is resigning from one or more 591 limited liability companies or foreign limited liability 592 companies that each have been inactive or dissolved for at least 593 10 years or longer, the registered agent may elect to file the 594 statement of resignation separately for each inactive or 595 dissolved limited liability company or foreign limited liability 596 company or may elect to file a single composite statement of 597 resignation covering two or more limited liability companies or 598 foreign limited liability companies. Such composite statement of 599 resignation must set forth, for each inactive or dissolved 600 limited liability company or foreign limited liability company 601 covered by the statement of resignation, the name of each 602 limited liability company or foreign limited liability company 603 and each limited liability companys or foreign limited 604 liability companys date of dissolution or date of inactivity. 605 (3)After delivering the statement of resignation to the 606 department for filing, the registered agent must promptly mail: 607 (a)A copy of the statement to the limited liability 608 companys or foreign limited liability companys current mailing 609 address as it appears in the records of the department, if the 610 registered agent is resigning from one limited liability or 611 foreign limited liability company; or 612 (b)If the registered agent is resigning from more than one 613 limited liability company or foreign limited liability company, 614 a copy of either the composite statement of resignation or a 615 separate notice of resignation for the inactive or dissolved 616 limited liability companies or foreign limited liability 617 companies, using the current mailing address of the respective 618 companies as they appear in the records of the department. 619 Section 10.Present subsections (2) through (5) of section 620 607.0503, Florida Statutes, are redesignated as subsections (3) 621 through (6), respectively, a new subsection (2) is added to that 622 section, and subsection (1) and present subsection (2) of that 623 section are amended, to read: 624 607.0503Resignation of registered agent. 625 (1)A registered agent may resign as agent for an active a 626 corporation, an inactive corporation, or for one or more 627 inactive corporations that have been inactive for 10 years or 628 longer by delivering to the department for filing a signed 629 statement of resignation. The statement of resignation must 630 contain: containing 631 (a)The name of the corporation; and 632 (b)The date of the inactivity or the date of the 633 dissolution, if the corporation has been inactive or dissolved 634 for 10 years or longer. 635 (2)If a registered agent is resigning from one or more 636 corporations that each have been inactive or dissolved for 10 637 years or longer, the registered agent may elect to file the 638 statement of resignation separately for each inactive or 639 dissolved corporation or may elect to file a single composite 640 statement of resignation covering two or more corporations. Such 641 composite statement of resignation must set forth, for each 642 inactive or dissolved corporation covered by the statement of 643 resignation, the name of each corporation and each corporations 644 date of dissolution or date of inactivity. 645 (3)(2)After delivering the statement of resignation to the 646 department for filing, the registered agent must promptly mail: 647 (a)A copy to the corporation at its current mailing 648 address as it appears in the records of the department, if the 649 registered agent is resigning from one corporation; or 650 (b)If the registered agent is resigning from more than one 651 corporation, a copy of either the composite statement of 652 resignation or a separate notice of resignation for the inactive 653 or dissolved corporation to the current mailing address of the 654 respective corporation as it appears in the records of the 655 department. 656 Section 11.Present subsections (2) through (5) of section 657 607.1509, Florida Statutes, are redesignated as subsections (3) 658 through (6), respectively, a new subsection (2) is added to that 659 section, and subsection (1) and present subsection (2) of that 660 section are amended, to read: 661 607.1509Resignation of registered agent of foreign 662 corporation. 663 (1)A registered agent may resign as agent for a foreign 664 corporation by delivering to the department for filing a signed 665 statement of resignation for an active foreign corporation, an 666 inactive foreign corporation, or for one or more inactive or 667 dissolved foreign corporations that have each been inactive or 668 dissolved for 10 years or longer. The statement of resignation 669 must contain: containing 670 (a)The name of the foreign corporation; and 671 (b)If the foreign corporation has been inactive or 672 dissolved for 10 years or longer, the date that the foreign 673 corporation became inactive or the date of dissolution. 674 (2)A registered agent resigning from more than one foreign 675 corporation may elect to file the statement of resignation 676 separately for each inactive or dissolved foreign corporation or 677 may elect to file a single composite statement of resignation 678 covering two or more foreign corporations. Such composite 679 statement of resignation must set forth, for each inactive or 680 dissolved foreign corporation covered by the statement of 681 resignation, the name of the corporation and the date of 682 inactivity or date of dissolution of the foreign corporation. 683 (3)(2)After delivering the statement of resignation to the 684 department for filing, the registered agent must promptly mail: 685 (a)A copy to the foreign corporation at its current 686 mailing address as it appears in the records of the department, 687 if the registered agent is resigning from one foreign 688 corporation; or 689 (b)If the registered agent is resigning from more than one 690 foreign corporation, a copy of either the composite statement of 691 resignation or a separate notice of resignation for the inactive 692 or dissolved corporations to the current mailing address as it 693 appears in the records of the department. 694 Section 12.Present subsections (3), (4), and (5) of 695 section 617.0502, Florida Statutes, are redesignated as 696 subsections (5), (6), and (7), respectively, new subsections 697 (3), (4), and (5) are added to that section, and subsection (2) 698 of that section is amended, to read: 699 617.0502Change of registered office or registered agent; 700 resignation of registered agent. 701 (2)A Any registered agent may resign his or her agency 702 appointment by signing and delivering for filing with the 703 Department of State a statement of resignation for an active 704 corporation or an inactive corporation, or for one or more 705 inactive or dissolved corporations that have been inactive or 706 dissolved for 10 years or longer. The statement of resignation 707 must contain: 708 (a)The name of the corporation; and 709 (b)The date of the inactivity or date of the dissolution, 710 if the corporation has been inactive or dissolved for 10 years 711 or longer. 712 (3)If a registered agent is resigning from one or more 713 corporations that have each been inactive or dissolved for 10 714 years or longer, the registered agent may elect to file the 715 statement of resignation separately for each inactive or 716 dissolved corporation or may elect to file a single composite 717 statement of resignation covering two or more corporations. Such 718 composite statement of resignation must set forth, for each 719 inactive or dissolved corporation covered by the statement of 720 resignation, the respective name of the corporation and the date 721 of dissolution or date of inactivity of the corporation. 722 (4)After delivering the statement of resignation to the 723 department for filing, the registered agent must promptly mail: 724 (a)A copy to the corporation at its current mailing 725 address as it appears in the records of the department, if the 726 registered agent is resigning from one corporation; or 727 (b)A copy of either the composite statement of resignation 728 or a separate notice of resignation for the inactive or 729 dissolved corporation to the current mailing address of the 730 respective corporation as it appears in the records of the 731 department if the registered agent is resigning from more than 732 one corporation and mailing a copy of such statement to the 733 corporation at its principal office address shown in its most 734 recent annual report or, if none, filed in the articles of 735 incorporation or other most recently filed document. The 736 statement of resignation shall state that a copy of such 737 statement has been mailed to the corporation at the address so 738 stated. 739 (5)The agency is terminated as of the 31st day after the 740 date on which the statement was filed and unless otherwise 741 provided in the statement, termination of the agency acts as a 742 termination of the registered office. 743 Section 13.Present subsections (2) and (3) of section 744 620.1116, Florida Statutes, are redesignated as subsections (3) 745 and (4), respectively, a new subsection (2) is added to that 746 section, and subsection (1) and present subsection (2) are 747 amended, to read: 748 620.1116Resignation of registered agent. 749 (1)In order to resign as registered agent of a limited 750 partnership or foreign limited partnership, the agent must 751 deliver to the Department of State for filing a signed statement 752 of resignation for an active limited partnership or foreign 753 limited partnership, or more than one inactive or dissolved 754 limited partnership or foreign limited partnership that have 755 been inactive or dissolved for 10 years or longer containing the 756 following: 757 (a)The name of the limited partnership or foreign limited 758 partnership; and 759 (b)The date that the limited partnership or foreign 760 limited partnership became inactive or the date of dissolution, 761 if the limited partnership or foreign limited partnership has 762 been inactive or dissolved for 10 years or longer. 763 (2)If a registered agent is resigning from more than one 764 limited partnership or foreign limited partnership that each 765 have been inactive or dissolved for 10 years or longer, the 766 registered agent may elect to file the statement of resignation 767 separately for each inactive or dissolved limited partnership or 768 foreign limited partnership or may elect to file a single 769 composite statement of resignation covering two or more limited 770 partnerships or foreign limited partnerships. Such composite 771 statement of resignation must, for each inactive or dissolved 772 limited partnership or foreign limited partnership, set forth 773 the respective name of the limited partnership or foreign 774 limited partnership and the date of dissolution or the date that 775 the limited partnership or foreign limited partnership became 776 inactive. 777 (3)(2)After filing the statement with the Department of 778 State, the registered agent shall mail: 779 (a)A copy to the limited partnerships or foreign limited 780 partnerships current mailing address as it appears in the 781 records of the department, if the registered agent is resigning 782 from one limited partnership or foreign limited partnership; or 783 (b)A copy of either the composite statement of resignation 784 or a separate notice of resignation for the inactive or 785 dissolved limited partnership or foreign limited partnership, to 786 the current mailing address of the respective limited 787 partnership or foreign limited partnership as it appears in the 788 records of the department if the registered agent is resigning 789 from more than one limited partnership or foreign limited 790 partnership. 791 Section 14.Subsection (9) of section 605.0213, Florida 792 Statutes, is amended to read: 793 605.0213Fees of the department.The fees of the department 794 under this chapter are as follows: 795 (9)For filing a registered agents statement of 796 resignation from inactive or a dissolved limited liability 797 companies company, $25. 798 Section 15.Subsection (7) of section 607.0122, Florida 799 Statutes, is amended to read: 800 607.0122Fees for filing documents and issuing 801 certificates.The department shall collect the following fees 802 when the documents described in this section are delivered to 803 the department for filing: 804 (7)Agents statement of resignation from inactive 805 corporations an inactive corporation: $35. 806 Section 16.Subsection (7) of section 617.0122, Florida 807 Statutes, is amended to read: 808 617.0122Fees for filing documents and issuing 809 certificates.The Department of State shall collect the 810 following fees on documents delivered to the department for 811 filing: 812 (7)Agents statement of resignation from inactive 813 corporations corporation: $35. 814 815 Any citizen support organization that is required by rule of the 816 Department of Environmental Protection to be formed as a 817 nonprofit organization and is under contract with the department 818 is exempt from any fees required for incorporation as a 819 nonprofit organization, and the Secretary of State may not 820 assess any such fees if the citizen support organization is 821 certified by the Department of Environmental Protection to the 822 Secretary of State as being under contract with the Department 823 of Environmental Protection. 824 Section 17.For the purpose of incorporating the amendments 825 made by this act to section 605.0115, Florida Statutes, in a 826 reference thereto, section 605.0207, Florida Statutes, is 827 reenacted to read: 828 605.0207Effective date and time.Except as otherwise 829 provided in s. 605.0208, and subject to s. 605.0209(3), any 830 document delivered to the department for filing under this 831 chapter may specify an effective time and a delayed effective 832 date. In the case of initial articles of organization, a prior 833 effective date may be specified in the articles of organization 834 if such date is within 5 business days before the date of 835 filing. Subject to ss. 605.0114, 605.0115, 605.0208, and 836 605.0209, a record filed by the department is effective: 837 (1)If the record filed does not specify an effective time 838 and does not specify a prior or a delayed effective date, on the 839 date and at the time the record is accepted as evidenced by the 840 departments endorsement of the date and time on the filing. 841 (2)If the record filed specifies an effective time, but 842 not a prior or delayed effective date, on the date the record is 843 accepted, as evidenced by the departments endorsement, and at 844 the time specified in the filing. 845 (3)If the record filed specifies a delayed effective date, 846 but not an effective time, at 12:01 a.m. on the earlier of: 847 (a)The specified date; or 848 (b)The 90th day after the record is filed. 849 (4)If the record filed specifies a delayed effective date 850 and an effective time, at the specified time on or the earlier 851 of: 852 (a)The specified date; or 853 (b)The 90th day after the record is filed. 854 (5)If the record filed is the initial articles of 855 organization and specifies an effective date before the date of 856 the filing, but no effective time, at 12:01 a.m. on the later 857 of: 858 (a)The specified date; or 859 (b)The 5th business day before the record is filed. 860 (6)If the record filed is the initial articles of 861 organization and specifies an effective time and an effective 862 date before the date of the filing, at the specified time on the 863 later of: 864 (a)The specified date; or 865 (b)The 5th business day before the record is filed. 866 (7)If the record filed does not specify the time zone or 867 place at which the date or time, or both, is to be determined, 868 the date or time, or both, at which it becomes effective shall 869 be those prevailing at the place of filing in this state. 870 Section 18.For the purpose of incorporating the amendments 871 made by this act to section 605.0115, Florida Statutes, in a 872 reference thereto, paragraph (b) of subsection (3) of section 873 605.0113, Florida Statutes, is reenacted to read: 874 605.0113Registered agent. 875 (3)The duties of a registered agent are as follows: 876 (b)If the registered agent resigns, to provide the notice 877 required under s. 605.0115(2) to the company or foreign limited 878 liability company at the address most recently supplied to the 879 agent by the company or foreign limited liability company. 880 Section 19.For the purpose of incorporating the amendment 881 made by this act to section 607.0122, Florida Statutes, in a 882 reference thereto, subsection (1) of section 658.23, Florida 883 Statutes, is reenacted to read: 884 658.23Submission of articles of incorporation; contents; 885 form; approval; filing; commencement of corporate existence; 886 bylaws. 887 (1)Within 3 months after approval by the office and the 888 appropriate federal regulatory agency, the applicant shall 889 submit its duly executed articles of incorporation to the 890 office, together with the filing fee due the Department of State 891 under s. 607.0122. 892 Section 20.For the purpose of incorporating the amendment 893 made by this act to section 607.0503, Florida Statutes, in a 894 reference thereto, subsection (4) of section 607.0501, Florida 895 Statutes, is reenacted to read: 896 607.0501Registered office and registered agent. 897 (4)The duties of a registered agent are: 898 (a)To forward to the corporation at the address most 899 recently supplied to the registered agent by the corporation, a 900 process, notice, or demand pertaining to the corporation which 901 is served on or received by the registered agent; and 902 (b)If the registered agent resigns, to provide the notice 903 required under s. 607.0503 to the corporation at the address 904 most recently supplied to the registered agent by the 905 corporation. 906 Section 21.For the purpose of incorporating the amendments 907 made by this act to sections 605.0213 and 607.0122, Florida 908 Statutes, in references thereto, paragraph (b) of subsection (2) 909 of section 607.193, Florida Statutes, is reenacted to read: 910 607.193Supplemental corporate fee. 911 (2) 912 (b)In addition to the fees levied under ss. 605.0213, 913 607.0122, and 620.1109 and the supplemental corporate fee, a 914 late charge of $400 shall be imposed if the supplemental 915 corporate fee is remitted after May 1 except in circumstances in 916 which a business entity was administratively dissolved or its 917 certificate of authority was revoked due to its failure to file 918 an annual report and the entity subsequently applied for 919 reinstatement and paid the applicable reinstatement fee. 920 Section 22.For the purpose of incorporating the amendment 921 made by this act to section 607.1509, Florida Statutes, in a 922 reference thereto, subsection (9) of section 607.0120, Florida 923 Statutes, is reenacted to read: 924 607.0120Filing requirements. 925 (9)The document must be delivered to the office of the 926 department for filing. Delivery may be made by electronic 927 transmission if and to the extent permitted by the department. 928 If it is filed in typewritten or printed form and not 929 transmitted electronically, the department may require one exact 930 or conformed copy, to be delivered with the document, except as 931 provided in s. 607.1509. 932 Section 23.For the purpose of incorporating the amendment 933 made by this act to section 607.1509, Florida Statutes, 934 subsection (4) of section 607.1507, Florida Statutes, is 935 reenacted to read: 936 607.1507Registered office and registered agent of foreign 937 corporation. 938 (4)The duties of a registered agent are as follows: 939 (a)To forward to the foreign corporation at the address 940 most recently supplied to the registered agent by the foreign 941 corporation, a process, notice, or demand pertaining to the 942 foreign corporation which is served on or received by the 943 registered agent; and 944 (b)If the registered agent resigns, to provide the notice 945 required under s. 607.1509 to the foreign corporation at the 946 address most recently supplied to the registered agent by the 947 foreign corporation. 948 Section 24.For the purpose of incorporating the amendment 949 made by this act to section 617.0122, Florida Statutes, in a 950 reference thereto, paragraph (a) of subsection (1) of section 951 39.8298, Florida Statutes, is reenacted to read: 952 39.8298Guardian Ad Litem direct-support organization. 953 (1)AUTHORITY.The Statewide Guardian Ad Litem Office 954 created under s. 39.8296 is authorized to create a direct 955 support organization. 956 (a)The direct-support organization must be a Florida 957 corporation not for profit, incorporated under the provisions of 958 chapter 617. The direct-support organization shall be exempt 959 from paying fees under s. 617.0122. 960 Section 25.For the purpose of incorporating the amendment 961 made by this act to section 617.0122, Florida Statutes, in a 962 reference thereto, paragraph (a) of subsection (2) of section 963 252.71, Florida Statutes, is reenacted to read: 964 252.71Florida Emergency Management Assistance Foundation. 965 (2)The foundation is hereby created as a direct-support 966 organization of the division to provide assistance, funding, and 967 support to the division in its disaster response, recovery, and 968 relief efforts for natural emergencies. 969 (a)The foundation must be an organization that is a 970 Florida nonprofit corporation incorporated under chapter 617, 971 approved by the Department of State, and recognized under s. 972 501(c)(3) of the Internal Revenue Code. The foundation is exempt 973 from paying fees under s. 617.0122. 974 Section 26.For the purpose of incorporating the amendment 975 made by this act to section 617.0122, Florida Statutes, in a 976 reference thereto, paragraph (a) of subsection (6) of section 977 288.012, Florida Statutes, is reenacted to read: 978 288.012State of Florida international offices; direct 979 support organization.The Legislature finds that the expansion 980 of international trade and tourism is vital to the overall 981 health and growth of the economy of this state. This expansion 982 is hampered by the lack of technical and business assistance, 983 financial assistance, and information services for businesses in 984 this state. The Legislature finds that these businesses could be 985 assisted by providing these services at State of Florida 986 international offices. The Legislature further finds that the 987 accessibility and provision of services at these offices can be 988 enhanced through cooperative agreements or strategic alliances 989 between private businesses and state, local, and international 990 governmental entities. 991 (6)(a)The department shall establish and contract with a 992 direct-support organization, organized as a nonprofit under 993 chapter 617 and recognized under s. 501(c)(3) of the Internal 994 Revenue Code, to carry out the provisions of this section; 995 assist with the coordination of international trade development 996 efforts; and assist in development and planning related to 997 foreign investment, international partnerships, and other 998 international business and trade development. The organization 999 is exempt from paying fees under s. 617.0122. 1000 Section 27.For the purpose of incorporating the amendment 1001 made by this act to section 617.0122, Florida Statutes, in a 1002 reference thereto, section 617.1807, Florida Statutes, is 1003 reenacted to read: 1004 617.1807Conversion to corporation not for profit; 1005 authority of circuit judge.If the circuit judge to whom the 1006 petition and proposed articles of incorporation are presented 1007 finds that the petition and proposed articles are in proper 1008 form, he or she shall approve the articles of incorporation and 1009 endorse his or her approval thereon; such approval shall provide 1010 that all of the property of the petitioning corporation shall 1011 become the property of the successor corporation not for profit, 1012 subject to all indebtedness and liabilities of the petitioning 1013 corporation. The articles of incorporation with such 1014 endorsements thereupon shall be sent to the Department of State, 1015 which shall, upon receipt thereof and upon payment of all taxes 1016 due the state by the petitioning corporation, if any, issue a 1017 certificate showing the receipt of the articles of incorporation 1018 with the endorsement of approval thereon and of the payment of 1019 all taxes to the state. Upon payment of the filing fees 1020 specified in s. 617.0122, the Department of State shall file the 1021 articles of incorporation, and from thenceforth the petitioning 1022 corporation shall become a corporation not for profit under the 1023 name adopted in the articles of incorporation and subject to all 1024 the rights, powers, immunities, duties, and liabilities of 1025 corporations not for profit under state law, and its rights, 1026 powers, immunities, duties, and liabilities as a corporation for 1027 profit shall cease and determine. 1028 Section 28.For the purpose of incorporating the amendment 1029 made by this act to section 617.0122, Florida Statutes, in a 1030 reference thereto, subsection (4) of section 617.2006, Florida 1031 Statutes, is reenacted to read: 1032 617.2006Incorporation of labor unions or bodies.Any group 1033 or combination of groups of workers or wage earners, bearing the 1034 name labor, organized labor, federation of labor, brotherhood of 1035 labor, union labor, union labor committee, trade union, trades 1036 union, union labor council, building trades council, building 1037 trades union, allied trades union, central labor body, central 1038 labor union, federated trades council, local union, state union, 1039 national union, international union, district labor council, 1040 district labor union, American Federation of Labor, Florida 1041 Federation of Labor, or any component parts or significant words 1042 of such terms, whether the same be used in juxtaposition or with 1043 interspace, may be incorporated under this act. 1044 (4)Upon the filing of the articles of incorporation and 1045 the petition, and the giving of such notice, the circuit judge 1046 to whom such petition may be addressed shall, upon the date 1047 stated in such notice, take testimony and inquire into the 1048 admissions and purposes of such organization and the necessity 1049 therefor, and upon such hearing, if the circuit judge shall be 1050 satisfied that the allegations set forth in the petition and 1051 articles of incorporation have been substantiated, and shall 1052 find that such organization will not be harmful to the community 1053 in which it proposes to operate, or to the state, and that it is 1054 intended in good faith to carry out the purposes and objects set 1055 forth in the articles of incorporation, and that there is a 1056 necessity therefor, the judge shall approve the articles of 1057 incorporation and endorse his or her approval thereon. Upon the 1058 filing of the articles of incorporation with its endorsements 1059 thereupon with the Department of State and payment of the filing 1060 fees specified in s. 617.0122, the subscribers and their 1061 associates and successors shall be a corporation by the name 1062 given. 1063 Section 29.For the purpose of incorporating the amendment 1064 made by this act to section 617.0502, Florida Statutes, in a 1065 reference thereto, subsection (3) of section 617.0501, Florida 1066 Statutes, is reenacted to read: 1067 617.0501Registered office and registered agent. 1068 (3)A registered agent appointed pursuant to this section 1069 or a successor registered agent appointed pursuant to s. 1070 617.0502 on whom process may be served shall each file a 1071 statement in writing with the Department of State, in such form 1072 and manner as shall be prescribed by the department, accepting 1073 the appointment as a registered agent simultaneously with his or 1074 her being designated. Such statement of acceptance shall state 1075 that the registered agent is familiar with, and accepts, the 1076 obligations of that position. 1077 Section 30.For the purpose of incorporating the amendment 1078 made by this act to section 617.0502, Florida Statutes, in a 1079 reference thereto, paragraph (a) of subsection (1) of section 1080 617.0503, Florida Statutes, is reenacted to read: 1081 617.0503Registered agent; duties; confidentiality of 1082 investigation records. 1083 (1)(a)Each corporation, foreign corporation, or alien 1084 business organization that owns real property located in this 1085 state, that owns a mortgage on real property located in this 1086 state, or that transacts business in this state shall have and 1087 continuously maintain in this state a registered office and a 1088 registered agent and shall file with the Department of State 1089 notice of the registered office and registered agent as provided 1090 in ss. 617.0501 and 617.0502. The appointment of a registered 1091 agent in compliance with s. 617.0501 or s. 617.0502 is 1092 sufficient for purposes of this section if the registered agent 1093 so appointed files, in the form and manner prescribed by the 1094 Department of State, an acceptance of the obligations provided 1095 for in this section. 1096 Section 31.This act shall take effect July 1, 2024.