Bill > H0797

Introduced Session

An act relating to nonprofit corporations; amending s. 617.01011, F.S.; renaming the "Florida Not For Profit Corporation Act" as the "Florida Nonprofit Corporation Act"; amending s. 617.01201, F.S.; providing applicability; providing that provisions of a plan or filed document may not be made dependent upon facts outside the plan or filed document; requiring a corporation to file articles of amendment with the Department of State under certain circumstances; providing that articles of amendment are deemed to be authorized by the authorization of the original filed document to which they relate; providing that such articles of amendment may be filed by the corporation without further action by the board of directors or the members; defining the terms "filed document" and "plan"; making technical changes; amending s. 617.0123, F.S.; providing that a document accepted for filing may specify an effective time and a delayed effective date; providing that a previous effective date may be specified in the initial articles of incorporation if such date is within a specified timeframe; specifying when a document accepted for filing is effective; providing that the date or time at which a document is filed is the time and date at hb797-02-c2 the place of filing in this state; amending s. 617.0124, F.S.; revising the circumstances in which a domestic or foreign corporation may correct a document filed with the department; prohibiting articles of correction from containing a delayed effective date for the correction; authorizing a corporation to withdraw a filing delivered to the department before it takes effect by delivering a withdrawal statement to the department for filing; specifying what information must be included in a withdrawal statement; providing that the action or transaction evidenced by the original filing does not take effect upon the filing of a withdrawal statement by the department; amending s. 617.0126, F.S.; revising what a domestic or foreign corporation may do if the department refuses to file a document delivered to its office for filing; amending s. 617.0127, F.S.; requiring all courts, public offices, and official bodies to receive all certificates issued by the department as prima facie evidence of certain facts; amending s. 617.0128, F.S.; requiring the department to issue, upon request, a certificate of status for a domestic corporation or a certificate of authorization for a foreign corporation; amending s. 617.01301, F.S.; revising who must answer interrogatories hb797-02-c2 directed at a corporation; making technical changes; amending s. 617.01401, F.S.; defining, revising, and deleting terms; amending s. 617.0141, F.S.; requiring written and oral notice to be communicated in a specified manner; making technical changes; creating s. 617.0143, F.S.; defining terms; providing that a director is not automatically prevented from being a qualified director under certain circumstances; amending s. 617.0202, F.S.; revising the contents of the articles of incorporation; amending s. 617.0204, F.S.; deleting an exception for liability for preincorporation transactions; amending s. 617.0206, F.S.; providing an exception when the initial bylaws of a corporation must be adopted by its board of directors; amending s. 617.0302, F.S.; revising the corporate powers of nonprofit corporations; amending s. 617.0304, F.S.; making technical changes; amending s. 617.0401, F.S.; authorizing a corporation to register under a name that is not otherwise distinguishable on the records of the department under certain circumstances; providing that the corporate name as filed with the department is for public notice only and does not alone create any presumption of ownership of such name; providing applicability; amending s. 617.0403, F.S.; authorizing a foreign hb797-02-c2 corporation that has registered its name to conduct its affairs in this state; making technical changes; amending s. 617.0501, F.S.; specifying the duties of a registered agent; deleting the definition for the term "authorized entity"; authorizing a court to stay a proceeding commenced by a corporation until the corporation is in compliance; making technical changes; amending s. 617.0502, F.S.; revising the information required in a statement filed with the department for a corporation requesting to change its registered office or its registered agent; deleting a provision that a registered agent may resign by signing and delivering to the department a statement of resignation; revising the statement of resignation requirements; deleting the notification requirements for a registered agent who changes his or her business name or business address; deleting a provision that a registered office or registered agent may be changed on the corporation's annual report form filed with the department; deleting a requirement that the department collect a fee for filings; creating s. 617.05021, F.S.; authorizing a registered agent to resign as agent for a corporation in a specified manner under certain circumstances; providing applicability; providing that a registered agent is terminated upon hb797-02-c2 the department filing certain documents; providing that a registered agent ceases to have responsibility for any matter tendered to the agent once a statement of resignation takes effect; authorizing a registered agent to resign from a corporation regardless of whether the corporation has active status; creating s. 617.05022, F.S.; authorizing a registered agent seeking to change the registered agent's name or business address to file with the department a statement of change; specifying the information to be included in the statement of change; requiring a registered agent to furnish notice of the statement of change to the represented corporation; providing that the statement of change is effective when filed by the department; providing that such changes may be made by the corporation with other filings by the department; requiring the department to collect a fee for filings; amending s. 617.0503, F.S.; deleting applicability for alien business organizations; revising the testimony and records required to be produced for the Department of Legal Affairs by certain domestic or foreign corporations; deleting definitions; making technical changes; amending s. 617.0505, F.S.; prohibiting a corporation from paying any dividend and making distributions of any part of its net income or net hb797-02-c2 earnings to its members, directors, or officers; revising exceptions; providing that a dividend or distribution by a nonprofit insurance company subsidiary is not a distribution under certain circumstances; making technical changes; amending s. 617.0601, F.S.; providing that, for certain nonprofit corporations, notice to, the presence of, or the vote, consent, or other action by a board of directors satisfies a specified requirement; requiring corporation members who have no other rights except as provided in the articles of incorporation or the bylaws to have the same rights and obligations as every other member; authorizing a corporation to admit members for no consideration or for such consideration as determined by the board of directors; providing that such consideration may take any form; providing that payment of such consideration may be made as set forth in or authorized by the articles of incorporation, the bylaws, or the action of the board of directors; prohibiting a corporation from being a member of itself or exercising the rights of a member with respect to itself; providing that a corporation's purchase of its own membership interest is canceled under certain circumstances; making technical changes; creating s. 617.0603, F.S.; authorizing a corporation hb797-02-c2 to pay certain compensation to and confer certain benefits upon its members, directors, officers, agents, and employees; authorizing a corporation to make certain distributions to its members and others upon dissolution or final liquidation; providing that such payments, benefits, or distributions may not be deemed to be a dividend or a distribution of income or earnings; amending s. 617.0604, F.S.; authorizing a corporation to levy dues, assessments, and fees on its members to the extent authorized by the articles of incorporation or bylaws; providing that such dues, assessments, and fees may be imposed on members of the same class in alike or different amounts or proportions, and imposed on a different basis on different classes of members; providing that certain members may be made exempt from such dues, assessments, and fees to the extent provided in the articles of incorporation or bylaws; providing that the amount and method of collecting such dues, assessments, and fees may be fixed in the articles of incorporation or bylaws, or by the board of directors or its members; providing that the articles of incorporation or bylaws may provide reasonable means to enforce the collection of such dues, assessments, and fees; prohibiting a creditor of a corporation from hb797-02-c2 bringing a proceeding to reach the liability of a member of the corporation unless certain conditions are met; authorizing all creditors of a corporation to intervene in any other creditor's proceeding brought to reach and apply unpaid amounts due from the corporation; authorizing all members who owe unpaid amounts to the corporation to be joined in the proceeding; providing that satisfaction of a debt owed to a creditor by the corporation through payment of a member who owes unpaid amounts to the corporation satisfies the debt of the corporation to the creditor and the debt of the member to the corporation to the extent so paid by the member to the creditor; amending s. 617.0605, F.S.; revising the process by which membership interests of a corporation may be transferred; amending s. 617.0606, F.S.; authorizing a member to resign at any time for any reason; amending s. 617.0607, F.S.; providing that a member who had a membership suspended or terminated may be liable to the corporation for dues, assessments, or fees for obligations incurred or commitments made before the expulsion, suspension, or termination; providing that any such expulsion, suspension, or termination does not relieve the member of any obligations or commitments made before the expulsion, suspension, or hb797-02-c2 termination; authorizing a corporation to levy fines or penalize its members if such actions are authorized in the articles of incorporation or bylaws; prohibiting the levy of certain penalties until after the corporation has provided notice to the member concerned and has afforded the affected member an opportunity to be heard on the matter; amending s. 617.0608, F.S.; prohibiting certain corporations from purchasing the membership interests or any rights arising from membership of any of their members; authorizing certain other corporations to purchase the membership interest of any member or any right arising from membership, subject to the articles of incorporation or bylaws; providing that payment for such membership interest or right arising from membership is not a dividend or a distribution of income or earnings; providing circumstances in which a corporation may purchase the membership interests of a member who resigns; amending s. 617.0701, F.S.; authorizing a corporation with members to hold meetings for certain purposes; providing that specified meetings may be held in or out of this state; providing that failure to hold a required annual meeting does not work a forfeiture or dissolution of the corporation and does not affect the hb797-02-c2 validity of any corporate action; revising when special meetings of the members may be called; providing that a written demand for a special meeting may be revoked by a writing received by the corporation before receiving the written demands from certain members sufficient in number to require holding the special meeting; providing that any business other than that described in the meeting notice may not be conducted at the meeting; authorizing special meetings to be held in or out of this state at a place stated in or fixed in accordance with the articles of incorporation and bylaws; requiring that special meetings be held at the corporation's principal office if no such place is stated in or fixed in the articles of incorporation and bylaws or in the notice of special meeting; providing that action taken by written consent is effective when such written consent is signed by members entitled to cast the required number of votes on the action and has been delivered to the corporation; requiring that, for corporations whose nonvoting members must be given notice of proposed corporate action, proper notice be given to the nonvoting members after obtaining authorization by written consent; authorizing members to waive any hb797-02-c2 required notice within a certain timeframe; requiring that such waiver be in writing, signed by the member, and delivered to the corporation for filing; providing that a member's attendance at a meeting waives certain objections; making technical changes; amending s. 617.0721, F.S.; providing that a member or a member's attorney in fact may appoint a proxy to vote or otherwise act for the member for certain duties; requiring that an appointment form contain certain information; specifying when an appointment of a proxy is effective and valid; providing that the death or incapacity of a member who appoints a proxy does not affect the right of the corporation to accept the proxy's authority under certain circumstances; authorizing a member to revoke appointment of a proxy; providing an exception; providing that a corporation may reject a ballot or demand, as well as a vote, consent, waiver, or proxy appointment, under certain circumstances; providing that members of any class, their attorneys-in-fact, and proxies may participate in any meeting of members to the extent that the board of directors authorizes such participation for such class; limiting participation by remote communication to the guidelines and procedures adopted by the board of directors; providing that members, their attorneys- hb797-02-c2 in-fact, and proxies who participate by means of remote communication are deemed present in person and may vote at a meeting under certain circumstances; requiring that a vote or action taken by a member, a member's attorney in fact, or a proxy by means of remote communication be maintained by the corporation; providing that a meeting may be held solely by means of remote communication only under certain circumstances; making technical changes; creating s. 617.0741, F.S.; prohibiting directors, officers, or members from commencing a proceeding in the right of a domestic or foreign corporation unless certain circumstances exist; creating s. 617.0742, F.S.; specifying requirements for a complaint in a proceeding brought in the right of a corporation; creating s. 617.0743, F.S.; authorizing the court to stay a derivative proceeding if the corporation commences an inquiry into the allegations made in the demand or complaint; creating s. 617.0744, F.S.; authorizing the court to dismiss a derivative proceeding on motion by the corporation if a certain determination is made by specified persons; providing that the corporation has the burden of proof in all such cases in regard to certain issues; authorizing the court to appoint a panel of disinterested and hb797-02-c2 independent persons to make such determination; providing construction; creating s. 617.0745, F.S.; providing that a derivative action may not be discontinued or settled without the court's approval; requiring the court to direct that notice be given to certain members under certain circumstances; authorizing the court to determine which party bears the expense of giving such notice; creating s. 617.0746, F.S.; authorizing the court to take specified action upon the termination of a derivative proceeding; creating s. 617.0747, F.S.; providing applicability; amending s. 617.0803, F.S.; revising the number of persons to serve on the board of directors; creating s. 617.0804, F.S.; specifying the manner in which directors of membership and nonmembership corporations are elected; creating s. 617.0805, F.S.; providing that the articles of incorporation or bylaws may specify the terms of directors; providing that if a term is not specified in the articles of incorporation or bylaws, the term of a director is 1 year; providing that a decrease in the number of directors does not affect an incumbent director's term; providing that the term of a director elected to fill a vacancy expires at the end of the term the director is filling; providing that a hb797-02-c2 director continues to serve after his or her term expires until the director's successor takes office; amending s. 617.0808, F.S.; providing that a director may be removed under certain circumstances; amending s. 617.0809, F.S.; revising the manner in which a vacancy on the board of directors is filled; deleting a requirement that the term of a director elected or appointed to fill a vacancy expires at the next annual meeting to elect directors; deleting a provision authorizing a vacancy caused by an increase in the number of directors to be filled by the board of directors in a specified manner; creating s. 617.08091, F.S.; authorizing the court to remove a director from office in a proceeding commenced by or in the right of the corporation if the court makes certain findings; limiting the persons who may bring such an action; requiring that an action by a member be brought only if the member or members collectively bringing action have a specified voting power; authorizing the court to bar the director from being reelected, redesignated, or reappointed for a period prescribed by the court; providing construction; amending s. 617.0820, F.S.; revising the criteria for when meetings of the board of directors may be called; authorizing that regular meetings of the board of hb797-02-c2 directors may be held without notice of date, time, place, or purpose; requiring that special meetings of the board of directors be preceded by a certain amount of notice of the date, time, and place of the meeting; amending s. 617.0821, F.S.; requiring that actions taken without a meeting be delivered to the corporation; revising when certain action taken is effective; providing that a director's consent may be withdrawn by a revocation signed by the director and delivered to the corporation before delivery to the corporation of certain unrevoked written consents; amending s. 617.0823, F.S.; revising the list of what a director waives when he or she signs a waiver of notice and attends a meeting of the board of directors; amending s. 617.0830, F.S.; specifying the standards of conduct a member of the board of directors or a board committee must conform to in discharging his or her duties; authorizing members to rely on certain persons in discharging their duties; providing that a director is not a trustee in certain respects; amending s. 617.0832, F.S.; defining terms; providing that if a director's conflict of interest transaction is fair to the corporation at the time that transaction is authorized, approved, effectuated, or ratified, the transaction is not void or voidable, hb797-02-c2 and is not grounds for relief, damages, or other sanctions; providing that the person challenging the validity of such transaction or seeking relief has the burden of proving certain facts; specifying the burden of proof for the person defending or asserting the validity of the director's conflict of interest; providing that the presence of or a vote cast by a director with an interest in a transaction does not affect the validity of the action if the transaction is otherwise authorized, approved, or ratified by the board of directors; authorizing a party challenging the validity of the transaction to assert and prove that a director or member was not disinterested on certain grounds for the purpose of voting on, consenting to, or approving the transaction; requiring that an action to satisfy certain authorization requirements be taken by the board of directors or a committee in order to authorize the transaction under certain circumstances; requiring that action be taken to satisfy certain requirements by the members or a committee in order to authorize the transaction under certain circumstances; reordering and amending s. 617.0834, F.S.; revising immunity and liability of certain persons; specifying when such persons are deemed not to have derived an improper personal hb797-02-c2 benefit from any transaction under certain circumstances; revising the definition of the term "recklessness"; providing construction; amending s. 617.0835, F.S.; revising applicability; creating s. 617.0844, F.S.; providing the standards of conduct an officer must conform to in discharging his or her duties; authorizing officers to rely on certain persons in discharging their duties; specifying the duties of an officer; providing that an officer is not a trustee with respect to the corporation or any property held or administered by the corporation in trust; amending s. 617.1001, F.S.; revising the authority of the corporation to amend its articles of incorporation; amending s. 617.1002, F.S; revising the procedure for amending the articles of incorporation; amending s. 617.1006, F.S.; requiring that an amendment to the articles of incorporation be delivered to the department for filing articles of amendment; specifying what must be set forth in such articles of amendment; amending s. 617.1101, F.S.; revising the plan of merger for certain entities; specifying what a plan of merger must include; providing that terms of a plan of merger may be made dependent upon facts objectively ascertainable outside the plan; authorizing amendments to a plan of merger hb797-02-c2 with the consent of each party to the merger, except as provided in the plan; authorizing a domestic party to a merger to approve an amendment to a plan in a certain manner; amending s. 617.1102, F.S.; revising the limitations on merger for certain corporations that hold property for a charitable purpose; amending s. 617.1103, F.S.; specifying the manner in which a plan of merger must be adopted for a domestic corporation whose members are entitled to vote on the merger; authorizing the adoption of a plan of merger at the meeting of the board of directors for certain domestic corporations; providing that a plan of merger may be abandoned after the plan has been approved but before the articles of merger are effective; providing that the plan may be abandoned by the board of directors in the same manner as the plan of merger was approved by a domestic corporation or a merging domestic eligible entity; requiring that a statement of abandonment signed by all parties that signed the articles of merger be delivered to the department if the merger is abandoned after articles of merger were delivered to the department for filing but before the articles of merger become effective; specifying what must be in a statement of abandonment; creating s. 617.1104, F.S.; authorizing a domestic or foreign hb797-02-c2 parent eligible entity that holds membership in a domestic corporation and that carries a specified percentage of voting power of the domestic corporation to merge the subsidiary into itself or into another specified domestic or foreign eligible entity or to merge itself into the subsidiary; providing that such mergers do not require approval of the board of directors or members of the subsidiary unless required; providing that articles of merger do not need to be signed by the subsidiary entity; requiring the parent eligible entity to notify subsidiary members within a specified timeframe; providing construction; amending s. 617.1105, F.S.; requiring that the articles of merger be signed by each party to the merger if the merger has been approved; providing an exception; specifying what must be included in the articles of merger; requiring that the articles of merger be delivered to the department for filing; specifying when a merger becomes effective; authorizing the filing of articles of merger in a specified manner under certain circumstances; amending s. 617.1106, F.S.; revising the effects of a merger once such merger becomes effective; providing that a merger does not give rise to any rights that any interest holder or third party would have upon a hb797-02-c2 dissolution, liquidation, or winding up of that party; providing that a party to a merger is not required to wind up its affairs and cause its dissolution or termination; prohibiting certain property held in trust or otherwise used for charitable purposes from being diverted from such purposes except as provided by law; providing that any bequest, devise, gift, grant, or promise contained in certain instruments inures to the survivor of the merger; providing that a trust obligation that would govern property if the property is directed to be transferred to the nonsurviving party is transferred to the surviving party of a merger; amending s. 617.1107, F.S.; deleting provisions related to mergers of foreign corporations and domestic corporations under certain circumstances; requiring a foreign eligible entity that survives a merger to comply with ch. 617, F.S.; deleting a provision to allow abandonment of merger under certain circumstances; amending s. 617.1202, F.S.; revising the manner in which a corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property; specifying the manner in which a board of directors proposes and its members approve the proposed transaction; authorizing the corporation to abandon such disposition of hb797-02-c2 property without action by the members; providing exceptions; providing construction; reenacting and amending s. 617.1401, F.S.; revising what must be set forth in articles of dissolution; amending s. 617.1402, F.S.; making technical changes; amending s. 617.1403, F.S.; defining the term "dissolved corporation"; reenacting and amending s. 617.1405, F.S.; authorizing the circuit court to appoint a trustee, custodian, receiver, or provisional director for any property owned or acquired by the corporation to conduct its affairs for winding up and liquidating its affairs if any director or officer of the dissolved corporation is unwilling or unable to serve or cannot be located; prohibiting certain property held in trust from being diverted from its trust or charitable purpose unless done so under certain circumstances; amending s. 617.1406, F.S.; deleting obsolete language; making technical changes; amending s. 617.1407, F.S.; revising the notice requirements that a dissolved corporation or successor entity must file with the department; revising the claimants who may bring a claim against a dissolved corporation or successor entity; providing conditions under which certain claims are barred; amending s. 617.1408, F.S.; authorizing that a dissolved corporation or successor hb797-02-c2 entity may dispose of known claims against it by giving written notice to its known claimants of the dissolution within a specified timeframe after a specified timeframe; specifying what must be in such written notice; authorizing that a dissolved corporation or successor entity may reject a claim submitted by a claimant and received before the specified timeframe by mailing notice of the rejection to the claimant within a specified timeframe; specifying what must be included in such notice; providing that a claim against a dissolved corporation is barred under certain circumstances; defining the term "known claim"; providing that such notice does not revive any claim then barred or acknowledge that any person to whom such notice is sent is a proper claimant and does not operate as a waiver of any defenses or counterclaims; creating s. 617.1409, F.S.; authorizing a dissolved corporation to file with the circuit court for a determination of the amount and form of security to be provided for payment of unknown claims; specifying certain notice requirements of such proceeding; authorizing the court to appoint a guardian ad litem for a specified purpose; requiring the dissolved corporation to pay the reasonable fees and expenses of the guardian ad litem; providing that hb797-02-c2 provisions by the dissolved corporation for security ordered by the court satisfies the dissolved corporation's obligations with respect to certain claims; creating s. 617.14091, F.S.; providing that directors of certain dissolved corporations are not personally liable to its claimants; authorizing certain claims from being enforced against the dissolved corporation's undistributed assets and a member of the dissolved corporation on a pro rata share of the claim or the corporate assets distributed to such member, whichever is less; providing construction; amending s. 617.1420, F.S.; requiring the department to serve notice in a record to the corporation of its intent to administratively dissolve a corporation under certain circumstances; specifying the manner in which the department may issue the notice; requiring the department to administratively dissolve a corporation that does not respond to such notice within a specified timeframe; requiring the department to issue a notice in a record of administrative dissolution that states the grounds for the administrative dissolution; authorizing the department to issue such notice in a specified manner; reenacting and amending s. 617.1421, F.S.; making technical changes; amending s. 617.1430, F.S.; hb797-02-c2 revising when a circuit court may dissolve a corporation or order other remedies; amending s. 617.1431, F.S.; revising the venue for judicial dissolution proceedings; providing that directors need not be made parties to a proceeding to dissolve a corporation unless relief is sought against them individually; authorizing a court to award reasonable attorney fees and costs to the other parties to the proceedings if the court makes certain findings; deleting obsolete language; amending s. 617.1432, F.S.; prohibiting a court from appointing a custodian or receiver brought in certain proceedings if its members, directors, or authorized persons have provided for the appointment of a provisional director or other means for the resolution of a deadlock; authorizing the court to enforce the remedy so provided by the provisional director; revising who the court may appoint to act as receiver or custodian of the corporation; revising the duties of the receiver redesignated as custodian by the court; authorizing the court to amend the order designating the receiver as custodian and custodian as receiver; making technical changes; amending s. 617.1433, F.S.; conforming provisions to changes made by the act; making technical changes; creating s. 617.1434, F.S.; hb797-02-c2 authorizing the court to order certain actions be taken as an alternative to directing the dissolution of the corporation; creating s. 617.1435, F.S.; authorizing the court to appoint a provisional director for a certain proceeding if it appears such appointment will remedy the grounds alleged by the complaining members or directors; providing that a provisional director may be appointed without a vacancy on the board of directors; providing that a provisional director has all the rights and powers of a duly elected director, until removed; specifying the criteria for a provisional director; requiring a provisional director to report to the court concerning certain matters; providing that a provisional director is not liable for actions taken or decisions made; providing exceptions; requiring the provisional director to submit recommendations to the court if directed; authorizing any officer or director to petition the court for certain instructions; requiring the court to compensate and reimburse the provisional director; amending s. 617.1440, F.S.; providing an exception to the assets that must be deposited with the Department of Financial Services for safekeeping; making technical changes; creating s. 617.15015, F.S.; providing the governing law for a foreign corporation hb797-02-c2 for certain affairs and interests of the foreign corporation; prohibiting a foreign corporation from being denied a certificate of authority for a specified reason; providing that a certificate of authority does not authorize a foreign corporation to engage in any business or exercise any prohibited power; amending s. 617.1502, F.S.; making technical changes; providing that any member, officer, or director of a foreign corporation is not liable for the debts, obligations, or other liabilities of the foreign corporation under certain circumstances; providing applicability; requiring a foreign corporation that transacts business in this state without a certificate of authority to appoint the Secretary of State as its agent for service of process; amending s. 617.1503, F.S.; conforming a provision to changes made by the act; amending s. 617.1504, F.S.; revising the requirements for a foreign corporation to amend its certificate of authority; revising applicability; authorizing a foreign corporation to amend its certificate of authority to add, remove, or change certain information; amending s. 617.1505, F.S.; deleting a prohibition of the state to regulate the organization or internal affairs of a foreign corporation; making a hb797-02-c2 technical change; amending s. 617.1506, F.S.; revising the requirements for a foreign corporation whose name is noncompliant to use an alternate name; authorizing the foreign corporation to use its name if it becomes available; providing construction; authorizing a foreign corporation to transact business in this state under the alternate name; providing an exception; prohibiting a foreign corporation with a noncompliant name from transacting business in this state until such corporation obtains an amended certificate of authority; authorizing a foreign corporation to register under a name not otherwise distinguishable on the records of another registered entity under certain circumstances; amending s. 617.1507, F.S.; requiring certain registered agents file a statement with the department with certain information; providing the duties of a registered agent; deleting the definition of the term "authorized entity"; requiring the department to maintain an accurate record of the registered agent and registered offices; requiring the department to furnish any information for a fee; prohibiting a foreign corporation from prosecuting or maintaining any action in a court in this state until it complies with certain requirements; authorizing a court to stay a proceeding commenced by a foreign hb797-02-c2 corporation until such compliance; amending s. 617.1508, F.S.; specifying what must be in a statement of change; providing that a statement of change is effective when filed with the department; providing a statement of change may also be filed on the foreign corporation's annual report in an application for reinstatement; making technical changes; amending s. 617.1509, F.S.; requiring the registered agent of a foreign corporation to mail a copy of his or her statement of resignation to the foreign corporation after filing it with the department; providing when a registered agent is terminated; providing that a registered agent ceases to have responsibility for any matters for the foreign corporation when a statement of resignation takes effect; providing that resignation does not affect contractual rights between the foreign corporation and the registered agent; authorizing a registered agent to resign from a foreign corporation regardless if it has active status; creating s. 617.15091, F.S.; providing the permissible means of delivery of certain communications; providing when notice to the department is effective; providing an exception; amending s. 617.1520, F.S.; requiring a foreign corporation who wishes to cancel its certificate of hb797-02-c2 authority to deliver to the department a notice of withdrawal of certificate of authority; providing when the certificate is effective; requiring such certificate be signed by an officer or a director and state certain information; providing that service of process for a foreign corporation whose withdrawal is effective is on the Secretary of State; creating s. 617.1521, F.S.; providing that a foreign corporation that converts to a domestic corporation or another domestic eligible entity is deemed to have withdrawn its certificate of authority on the effective date of the conversion; creating s. 617.1522, F.S.; requiring certain entities no longer authorized to conduct affairs in this state to deliver a notice of withdrawal of certificate of authority to the department for filing; specifying service of process for such entities; creating s. 617.1523, F.S.; authorizing the Department of Legal Affairs to maintain an action to enjoin a foreign corporation from illegally conducting affairs in this state; amending s. 617.1530, F.S.; authorizing the department to revoke a foreign corporation's certificate of authority to transact business under certain circumstances; requiring revocation of a foreign corporation's certificate of authority to be done on a hb797-02-c2 specified date; requiring the department to issue notice to revoke the foreign corporation's certificate of authority and authority to transact business; authorizing the department to issue notice stating the grounds of such revocations by electronic transmission if the foreign corporation provided an e-mail address; providing that revocation of a foreign corporation's certificate of authority does not terminate the authority of the registered agent; creating s. 617.15315, F.S.; authorizing a foreign corporation whose certificate of authority has been revoked to apply to the department for reinstatement at any time after the effective date of revocation; requiring the foreign corporation to submit all fees and penalties owed with its application for reinstatement; specifying what must be included in the application for reinstatement; authorizing a foreign corporation to be reinstated if it pays all fees and penalties and files its current annual report; requiring the registered agent and an officer or director to sign the annual report; requiring the department to reinstate the foreign corporation if all conditions are met; providing that a reinstatement relates back to the effective date of the revocation of authority; prohibiting another entity from using the name of the hb797-02-c2 foreign corporation whose certificate of authority has been revoked until after a specified timeframe; requiring the department to require a foreign corporation seeking reinstatement whose name has been lawfully assumed by another eligible entity to comply with choosing a new name before accepting its application for reinstatement; amending s. 617.1532, F.S.; requiring the department to serve a foreign corporation with written notice explaining the reasons for denial of its application for reinstatement; authorizing a foreign corporation to appeal the department's denial in a specified manner; specifying how service is effectuated on the department; authorizing the Circuit Court of Leon County to take certain actions; providing that the circuit court's final decision may be appealed; amending s. 617.1601, F.S.; requiring a corporation to maintain certain records; requiring such records be maintained in a certain manner; amending s. 617.1602, F.S.; revising the records a member of a corporation may inspect and copy; authorizing the corporation to impose reasonable restrictions on the disclosure, use, or distribution of, and reasonable obligations to maintain the confidentiality of, certain records; providing that persons who become members of a corporation after a hb797-02-c2 specified timeframe and who are entitled to vote at a meeting are entitled to certain information; providing an exception; prohibiting the abolishment or limitation of the right of inspection by a corporation's articles of incorporation or bylaws; revising construction; prohibiting a member from selling or distributing specific information or records; providing an exception; prohibiting a person from obtaining or using a membership list or any part thereof for any purpose unrelated to a member's interest without the consent of the board of directors; revising the definition of the term "member"; providing applicability; amending s. 617.1603, F.S.; authorizing a corporation to satisfy the right of a member to inspect specific records by means chosen by the corporation; providing that the corporation bears the reasonable costs of converting specified records; making technical changes; conforming a cross-reference; amending s. 617.1604, F.S.; revising the circumstances under which a corporation is not liable for the costs of a member inspecting and copying specified records; authorizing the court to impose reasonable restrictions on the confidentiality of such records; making technical changes; amending s. 617.1605, F.S.; requiring a hb797-02-c2 corporation to deliver or make available the latest annual financial statements to a member within a specified timeframe under certain circumstance; requiring the corporation to notify the member within a specified timeframe if the annual financial statements have not been prepared for the fiscal year requested; requiring the corporation to deliver to the member the annual financial statements within a specified timeframe; specifying how a corporation may deliver the specified annual financial statements; authorizing the corporation to place reasonable restrictions on members requesting annual financial statements; authorizing a corporation to decline to issue annual financial statements if the corporation determines the request was not made in good faith or for a proper purpose; authorizing a member who has not received a response from the corporation as required to seek relief from the circuit court in the applicable county; requiring the circuit court to expedite the matter; authorizing the circuit court to impose reasonable restrictions on the annual financial statements; providing that the corporation has the burden of proof; requiring the court to award the member's expenses under certain circumstances; providing exceptions; creating s. 617.16051, F.S.; hb797-02-c2 providing that a director of a corporation is entitled to inspect and copy specified records of the corporation at any reasonable time for a specified purpose; authorizing the circuit court of the applicable county to order inspection and copying of such records at the corporation's expense upon application of a director who has been refused such inspection rights; providing exceptions; requiring the court to expedite such application; authorizing a court that orders access to such records to include specific provisions protecting the corporation from undue burden or expense and prohibiting the director from using such information obtained for a specified purpose; authorizing the court to order the corporation to reimburse the director for the costs incurred for the application; amending s. 617.1622, F.S.; revising the information to be included in a domestic or foreign corporation's annual report to the department; providing that if the name or address of a registered agent in a corporation's annual report differs from the records of the department, the annual report is considered a statement of change; revising when the first annual report must be delivered to the department; providing reporting requirements for specified entities involved in certain mergers, hb797-02-c2 conversions, or domestications; creating s. 617.180301, F.S.; providing construction; requiring a domesticating corporation to enter into a plan of domestication; specifying what must be included in a plan of domestication; authorizing the terms of a plan of domestication to be made dependent upon facts objectively ascertainable outside the plan; providing applicability; creating s. 617.18031, F.S.; providing the manner in which a domestication of a domestic corporation into a foreign jurisdiction must be adopted; creating s. 617.18032, F.S.; providing that articles of domestication must be signed by the domesticating corporation after certain circumstances; specifying information to be included in the articles of domestication; requiring that certain information be included in the articles of domestication for a domesticated corporation that is seeking to become a domestic corporation; requiring that articles of domestication be filed with the department and take effect within certain timeframes; specifying when the domestications of domestic and foreign corporations are effective; providing that a domesticating foreign corporation's certificate of authority is automatically canceled when domestication becomes effective; authorizing the filing of a certified copy hb797-02-c2 of the articles of domestication in any county in this state in which the domesticating corporation holds an interest in real property; creating s. 617.18033, F.S.; authorizing the amending of a plan of domestication of a domestic corporation in certain manners; authorizing the abandoning of a plan of domestication under certain circumstances in the same manner that the plan was approved or determined by the board of directors; requiring a domesticating corporation seeking to abandon domestication to send to the department a statement of abandonment before the articles of domestication become effective; specifying the information the statement of abandonment must include; creating s. 617.18034, F.S.; specifying effects of domestication with respect to rights, responsibilities, and liabilities; providing that a domestication does not constitute or cause the dissolution of the domesticating corporation; prohibiting the diversion for any other purpose of certain property held in trust or otherwise dedicated to a charitable purpose and held by a domestic of foreign corporation immediately before a domestication becomes effective; providing that any bequest, devise, gift, grant, or promise in certain instruments inures to the domesticated corporation; providing that a hb797-02-c2 trust obligation that would govern property if the property is transferred to the domesticating corporation applies to property that is transferred to the domesticated corporation after domestication takes effect; creating s. 617.1804, F.S.; specifying what certain domestic and foreign entities may convert to under certain circumstances; specifying applicability of certain provisions in certain protected agreements of a domestic converting corporation; creating s. 617.18041, F.S.; prohibiting a domestic corporation that holds property for a charitable purpose from becoming a domestic eligible entity or a foreign eligible entity; providing an exception; creating s. 617.18042, F.S.; authorizing a domestic corporation to convert to a domestic or foreign eligible entity by approving a plan of conversion; specifying the information to be included in the plan of conversion; providing that the terms of a plan of conversion may be made dependent upon facts objectively ascertainable outside the plan; creating s. 617.18043, F.S.; providing for the adoption of a plan of conversion for a domestic corporation converting to a domestic or foreign eligible entity other than a domestic corporation; creating s. 617.18044, F.S.; requiring specified entities that have had plans of conversion hb797-02-c2 adopted and approved to sign articles of conversion; specifying the information to be included in such articles of conversion; requiring a converted domestic corporation to satisfy the requirements of filing its articles of incorporation; providing an exception; requiring that certain domestic eligible entities' organic records, if any, satisfy certain requirements; providing an exception; requiring that articles of conversion be delivered to the department for filing and take effect on a specified date; specifying when certain entities' conversions become effective; authorizing the filing of articles of conversion in combination with any filing required for certain entities; providing that an eligible entity that is a foreign eligible entity's foreign qualification cancels automatically on the effective date of its conversion; authorizing the filing of a certified copy of the articles of conversion in the official records of any county in this state in which the converting eligible entity holds an interest in real property; creating s. 617.18045, F.S.; authorizing the amending of a plan of conversion of a converting eligible entity that is a domestic corporation under certain circumstances; authorizing such converting eligible entity to abandon the plan of conversion without hb797-02-c2 action by its interest holders under certain circumstances; requiring a converting eligible entity to sign and deliver to the department for filing a statement of abandonment if the conversion is abandoned after the articles of conversion have been delivered to the department but before the articles of conversion become effective; specifying when the statement of abandonment takes effect; specifying the information a statement of abandonment must contain; creating s. 617.18046, F.S.; specifying the effect of a conversion of an eligible entity; providing that certain interest holders of certain eligible entities who become subject to interest holder liability as a result of the conversion have such interest holder liability only in respect of interest holder liabilities that arise after the conversion becomes effective; providing that a conversion does not require the converting eligible entity to wind up its affairs or cause the dissolution or termination of the entity; prohibiting certain property held for charitable purposes immediately before conversion of specified entities from being diverted from the purposes for which such property was given; providing exceptions; providing that any bequest, devise, gift, grant, or promise contained in certain instruments hb797-02-c2 made to a converting eligible entity takes effect or remains payable after the conversion inures to the converted eligible entity; providing for applicability of certain trust obligations under certain circumstances; amending s. 617.2005, F.S.; revising the manner in which a court may dissolve an extinct church or religious society; amending s. 617.2006, F.S.; deleting certain provisions relating to a labor union or body filing its articles of incorporation in the applicable circuit court; amending ss. 39.8298, 381.00316, 605.1025, 617.0102, 617.0121, 617.0122, 617.0125, 617.02011, 617.0203, 617.0205, 617.0301, 617.0504, 617.0806, 617.0824, 617.0825, 617.0831, 617.0901, 617.1008, 617.1009, 617.1404, 617.1422, 617.1423, 617.1501, 617.1510, 617.1606, 617.1623, 617.1701, 617.1702, 617.1703, 617.1711, 617.1808, 617.1809, 617.1904, 617.1907, 617.1908, 617.2001, 617.2002, 617.2003, 617.2007, 617.2101, 617.221, 620.2108, 620.8918, 628.910, 768.38, and 893.055, F.S.; conforming provisions to changes made by the act; conforming cross-references; making technical changes; repealing ss. 617.07401, 617.0822, 617.1108, 617.1301, 617.1302, 617.1531, 617.1533, 617.1803, 617.1805, 617.1806, 617.1807, and 617.2102, F.S., relating to members' derivative actions; notice of hb797-02-c2 meetings; merger of domestic corporation and other eligible entities; prohibited distributions; authorized distributions; procedure for and effect of revocation; reinstatement following revocation; domestication of foreign not-for-profit corporations; corporations for profit and when they may become corporations not for profit; conversion to corporation not for profit, petition, and contents; conversion to corporation not for profit and authority of circuit judge; and fines and penalties against members, respectively; reenacting s. 617.1007(3), F.S., relating to restated articles of incorporation, to incorporate the amendments to ss. 617.01201 and 617.1006, F.S., in references thereto; reenacting s. 295.21(5)(a), F.S., relating to Florida Is For Veterans, Inc., to incorporate the amendment made to s. 617.0302, F.S., in a reference thereto; reenacting ss. 409.987(4)(b), 718.1265(1), 719.128(1), and 720.316(1), F.S., relating to lead agency procurement, boards, and conflicts of interest; association emergency powers; association emergency powers; and association emergency powers, respectively, to incorporate the amendment made to s. 617.0830, F.S., in references thereto; reenacting s. 718.3027(2) and (5), F.S., relating to conflicts of interest, to hb797-02-c2 incorporate the amendment made to s. 617.0832, F.S., in references thereto; reenacting s. 720.3033(2)(a) and (b) and (3), F.S., relating to officers and directors, respectively, to incorporate the amendments made to ss. 617.0832 and 617.0834, F.S., in references thereto; reenacting s 721.13(13)(a), F.S., relating to management, to incorporate the amendment made to s. 617.0834, F.S., in a reference thereto; reenacting s. 718.111(1)(d), F.S., relating to the association, to incorporate the amendments made to ss. 617.0830 and 617.0834, F.S., in references thereto; providing an effective date.

AI Summary

Committee Categories

Kaylee Tuck (R)*, 

Other Sponsors (2)

Bill added to Special Order Calendar (2/25/2026) (on 02/19/2026)

Official Document