General Provisions (Ss. 607.0101-607.193)

  1. Law
  2. Florida Statutes
  3. Business Organizations
  4. Florida Business Corporation Act
  5. General Provisions (Ss. 607.0101-607.193)

Checkout our iOS App for a better way to browser and research.

Section
607.0101

Short title; applicability.

Section
607.0102

Reservation of power to amend or repeal.

Section
607.0120

Filing requirements.

Section
607.0121

Forms.

Section
607.0122

Fees for filing documents and issuing certificates.

Section
607.0123

Effective time and date of document.

Section
607.0124

Correcting filed document; withdrawal of filed record before effectiveness.

Section
607.0125

Filing duties of the department.

Section
607.0126

Appeal from department’s refusal to file document.

Section
607.0127

Certificates to be received in evidence; evidentiary effect of certified copy of filed document.

Section
607.0128

Certificate of status.

Section
607.0130

Powers of department.

Section
607.0141

Notice.

Section
607.0143

Qualified director.

Section
607.0201

Incorporators.

Section
607.0202

Articles of incorporation; content.

Section
607.0203

Incorporation.

Section
607.0204

Liability for preincorporation transactions.

Section
607.0205

Organizational meeting of directors.

Section
607.0206

Bylaws.

Section
607.0207

Emergency bylaws.

Section
607.0208

Forum selection.

Section
607.0301

Purposes and application.

Section
607.0302

General powers.

Section
607.0303

Emergency powers.

Section
607.0304

Lack of power to act.

Section
607.0401

Corporate name.

Section
607.0403

Registered name; application; renewal; revocation.

Section
607.0501

Registered office and registered agent.

Section
607.0502

Change of registered office or registered agent.

Section
607.0503

Resignation of registered agent.

Section
607.0504

Service of process, notice, or demand on a corporation.

Section
607.0505

Registered agent; duties.

Section
607.0601

Authorized shares.

Section
607.0602

Terms of class or series determined by board of directors.

Section
607.0603

Issued and outstanding shares.

Section
607.0604

Fractional shares.

Section
607.0620

Subscriptions for shares.

Section
607.0621

Issuance of shares.

Section
607.0622

Liability for shares issued before payment.

Section
607.0623

Share dividends.

Section
607.0624

Share rights, options, warrants, and awards.

Section
607.0625

Form and content of certificates.

Section
607.0626

Shares without certificates.

Section
607.0627

Restriction on transfer of shares and other securities.

Section
607.0628

Expenses of issue.

Section
607.0630

Shareholders’ preemptive rights.

Section
607.0631

Corporation’s acquisition of its own shares.

Section
607.0701

Annual meeting.

Section
607.0702

Special meeting.

Section
607.0703

Court-ordered meeting.

Section
607.0704

Action by shareholders without a meeting.

Section
607.0705

Notice of meeting.

Section
607.0706

Waiver of notice.

Section
607.0707

Record date.

Section
607.0709

Remote participation in annual and special meetings of shareholders.

Section
607.0720

Shareholders’ list for meeting.

Section
607.0721

Voting entitlement of shares.

Section
607.0722

Proxies.

Section
607.0723

Shares held by intermediaries and nominees.

Section
607.0724

Acceptance of votes and other instruments.

Section
607.0725

Quorum and voting requirements for voting groups.

Section
607.0726

Action by single and multiple voting groups.

Section
607.0728

Voting for directors; cumulative voting.

Section
607.0729

Voting procedures; inspectors of election.

Section
607.0730

Voting trusts.

Section
607.0731

Voting agreements.

Section
607.0732

Shareholder agreements.

Section
607.0741

Standing.

Section
607.0742

Complaint; demand and excuse.

Section
607.0743

Stay of proceedings.

Section
607.0744

Dismissal.

Section
607.0745

Discontinuance or settlement; notice.

Section
607.0746

Proceeds and expenses.

Section
607.0747

Applicability to foreign corporations.

Section
607.0748

Shareholder action to appoint custodians or receivers.

Section
607.0749

Provisional director.

Section
607.0750

Direct action by shareholder.

Section
607.0801

Requirement for and duties of board of directors.

Section
607.0802

Qualifications of directors.

Section
607.0803

Number of directors.

Section
607.0804

Election of directors by certain voting groups; special voting rights of certain directors.

Section
607.0805

Terms of directors generally.

Section
607.0806

Staggered terms for directors.

Section
607.0807

Resignation of directors.

Section
607.0808

Removal of directors by shareholders.

Section
607.0809

Vacancy on board.

Section
607.0820

Meetings.

Section
607.0821

Action by directors without a meeting.

Section
607.0822

Notice of meetings.

Section
607.0823

Waiver of notice.

Section
607.0824

Quorum and voting.

Section
607.0825

Committees.

Section
607.0826

Submission of matters for a shareholder vote.

Section
607.0830

General standards for directors.

Section
607.0831

Liability of directors.

Section
607.0832

Director conflicts of interest.

Section
607.0833

Loans to officers, directors, and employees; guaranty of obligations.

Section
607.0834

Liability for unlawful distributions.

Section
607.0841

Duties of officers.

Section
607.0842

Resignation and removal of officers.

Section
607.0843

Contract rights of officers.

Section
607.0850

Definitions.

Section
607.0851

Permissible indemnification.

Section
607.0852

Mandatory indemnification.

Section
607.0853

Advance for expenses.

Section
607.0854

Court-ordered indemnification and advance for expenses.

Section
607.0855

Determination and authorization of indemnification.

Section
607.0857

Insurance.

Section
607.0858

Variation by corporate action; application of ss. 607.0850-607.0859.

Section
607.0859

Overriding restrictions on indemnification.

Section
607.0901

Affiliated transactions.

Section
607.0902

Control-share acquisitions.

Section
607.01401

Definitions.

Section
607.04021

Reserved name.

Section
607.05031

Change of name or address by registered agent.

Section
607.05032

Delivery of notice or other communication.

Section
607.06401

Distributions to shareholders.

Section
607.08081

Removal of directors by judicial proceedings.

Section
607.08101

Compensation of directors.

Section
607.08401

Required officers.

Section
607.08411

General standards for officers.

Section
607.193

Supplemental corporate fee.

Section
607.1001

Authority to amend the articles of incorporation.

Section
607.1002

Amendment by board of directors.

Section
607.1003

Amendment by board of directors and shareholders.

Section
607.1004

Voting on amendments by voting groups.

Section
607.1005

Amendment before issuance of shares.

Section
607.1006

Articles of amendment.

Section
607.1007

Restated articles of incorporation.

Section
607.1008

Amendment pursuant to reorganization.

Section
607.1009

Effect of amendment.

Section
607.1020

Amendment of bylaws by board of directors or shareholders.

Section
607.1021

Bylaw increasing quorum or voting requirements for shareholders.

Section
607.1022

Bylaw increasing quorum or voting requirements for directors.

Section
607.1023

Bylaw provisions relating to the election of directors.

Section
607.1101

Merger.

Section
607.1102

Share exchange.

Section
607.1103

Action on a plan of merger or share exchange.

Section
607.1104

Merger between parent and subsidiary or between subsidiaries.

Section
607.1105

Articles of merger or share exchange.

Section
607.1106

Effect of merger or share exchange.

Section
607.1107

Abandonment of a merger or share exchange.

Section
607.1201

Disposition of assets not requiring shareholder approval.

Section
607.1202

Shareholder approval of certain dispositions.

Section
607.1301

Appraisal rights; definitions.

Section
607.1302

Right of shareholders to appraisal.

Section
607.1303

Assertion of rights by nominees and beneficial owners.

Section
607.1320

Notice of appraisal rights.

Section
607.1321

Notice of intent to demand payment.

Section
607.1322

Appraisal notice and form.

Section
607.1323

Perfection of rights; right to withdraw.

Section
607.1324

Shareholder’s acceptance of corporation’s offer.

Section
607.1326

Procedure if shareholder is dissatisfied with offer.

Section
607.1330

Court action.

Section
607.1331

Court costs and counsel fees.

Section
607.1332

Disposition of acquired shares.

Section
607.1333

Limitation on corporate payment.

Section
607.1340

Other remedies limited.

Section
607.1401

Dissolution by incorporators or directors.

Section
607.1402

Dissolution by board of directors and shareholders; dissolution by written consent of shareholders.

Section
607.1403

Articles of dissolution.

Section
607.1404

Revocation of dissolution.

Section
607.1405

Effect of dissolution.

Section
607.1406

Known claims against dissolved corporation.

Section
607.1407

Other claims against dissolved corporation.

Section
607.1408

Claims against dissolved corporations; enforcement.

Section
607.1409

Court proceedings.

Section
607.1410

Director duties.

Section
607.1420

Administrative dissolution.

Section
607.1422

Reinstatement following administrative dissolution.

Section
607.1423

Judicial review of denial of reinstatement.

Section
607.1430

Grounds for judicial dissolution.

Section
607.1431

Procedure for judicial dissolution.

Section
607.1432

Receivership or custodianship.

Section
607.1433

Judgment of dissolution.

Section
607.1434

Alternative remedies to judicial dissolution.

Section
607.1435

Provisional director.

Section
607.1436

Election to purchase instead of dissolution.

Section
607.1501

Authority of foreign corporation to transact business required; activities not constituting transacting business.

Section
607.1502

Effect of failure to have a certificate of authority.

Section
607.1503

Application for certificate of authority.

Section
607.1504

Amended certificate of authority.

Section
607.1505

Effect of a certificate of authority.

Section
607.1506

Corporate name of foreign corporation.

Section
607.1507

Registered office and registered agent of foreign corporation.

Section
607.1508

Change of registered office and registered agent of foreign corporation.

Section
607.1509

Resignation of registered agent of foreign corporation.

Section
607.1520

Withdrawal and cancellation of certificate of authority for foreign corporation.

Section
607.1521

Withdrawal deemed on conversion to domestic filing entity.

Section
607.1522

Withdrawal on dissolution, merger, or conversion to certain nonfiling entities.

Section
607.1523

Action by Department of Legal Affairs.

Section
607.1530

Revocation of certificate of authority to transact business.

Section
607.1532

Judicial review of denial of reinstatement.

Section
607.1601

Corporate records.

Section
607.1602

Inspection of records by shareholders.

Section
607.1603

Scope of inspection right.

Section
607.1604

Court-ordered inspection.

Section
607.1605

Inspection rights of directors.

Section
607.1620

Financial statements for shareholders.

Section
607.1622

Annual report for department.

Section
607.1701

Application to existing domestic corporation.

Section
607.1702

Application to qualified foreign corporations.

Section
607.1703

Interrogatories by department; other powers of department.

Section
607.1711

Application to foreign and interstate commerce.

Section
607.1805

Procedures for conversion to professional service corporation.

Section
607.1904

Estoppel.

Section
607.1907

Saving provision.

Section
607.1908

Severability clause.

Section
607.10025

Shares; combination or division.

Section
607.11035

Shareholder approval of a merger or share exchange in connection with a tender offer.

Section
607.11045

Holding company formation by merger by certain corporations.

Section
607.11920

Domestication.

Section
607.11921

Action on a plan of domestication.

Section
607.11922

Articles of domestication; effectiveness.

Section
607.11923

Amendment of a plan of domestication; abandonment.

Section
607.11924

Effect of domestication.

Section
607.11930

Conversion.

Section
607.11931

Plan of conversion.

Section
607.11932

Action on a plan of conversion.

Section
607.11933

Articles of conversion; effectiveness.

Section
607.11934

Amendment to a plan of conversion; abandonment.

Section
607.11935

Effect of conversion.

Section
607.14401

Deposit with Department of Financial Services.

Section
607.15015

Governing law.

Section
607.15091

Change of name or address by registered agent.

Section
607.15092

Delivery of notice or other communication.

Section
607.15101

Service of process, notice, or demand on a foreign corporation.

Section
607.15315

Reinstatement following revocation of certificate of authority.