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Florida Business Corporations Act - form.sunbiz.org

Florida Department of State Division of Corporations Florida Business Corporations Act Division of Corporations Box 6327 Tallahassee, Florida 32314 FOREWORD The Division of Corporations of the Florida Department of State produces this booklet specifically for the convenience of those who frequently refer to Chapter 607, Florida Statutes. Also included are excerpts from Chapter 213, , regarding information sharing and Chapter 621, , regarding Professional Service Corporations . All history notes commonly found in the Florida Statutes have been omitted. This booklet is not an official published version of the Florida Statutes and is not intended to be considered as such. You will also find some basic filing forms, fee schedules and a Division telephone directory.

The Division of Corporations of the Florida Department of State produces this booklet specifically for the convenience of those who frequently refer to Chapter 607, Florida Statutes.

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Transcription of Florida Business Corporations Act - form.sunbiz.org

1 Florida Department of State Division of Corporations Florida Business Corporations Act Division of Corporations Box 6327 Tallahassee, Florida 32314 FOREWORD The Division of Corporations of the Florida Department of State produces this booklet specifically for the convenience of those who frequently refer to Chapter 607, Florida Statutes. Also included are excerpts from Chapter 213, , regarding information sharing and Chapter 621, , regarding Professional Service Corporations . All history notes commonly found in the Florida Statutes have been omitted. This booklet is not an official published version of the Florida Statutes and is not intended to be considered as such. You will also find some basic filing forms, fee schedules and a Division telephone directory.

2 A summary of requirements for filing a sub-chapter S corporation with the Internal Revenue Service is provided for your convenience. Other forms are available from the Division s website. We hope this publication will be helpful to you when filing with the Division of Corporations . Division of Corporations Internet Address: < > Mailing Address: Post Office Box 6327, Tallahassee, FL 32314 Street Address: Clifton Building, 2661 Executive Center Circle Tallahassee, FL 32301 Rev. 09/2013 Table of Contents Chapter 607, .. 1-100 Forms for Filing a Florida Profit Corporation ..101-105 (Instructions, Transmittal Letter, sample Articles of Incorporation for a Profit Corporation and Designation of Registered Agent/Registered Office) Forms for Filing a Foreign Profit Corporation ..106-109 (Instructions, Transmittal Letter, and Application by Foreign Corporation for Authorization to Transact Business in Florida ) Chapter 621, , Professional Service Corporations .

3 110-114 Fee Summary ..115 Division of Corporations Telephone Directory and Internet Address ..116 Business CORPORATION ACT 1 Short title. Reservation of power to amend or repeal. Filing requirements. Forms. Fees for filing documents and issuing certificates. Effective time and date of document. Correcting filed document. Filing duties of Department of State. Appeal from Department of State s refusal to file document. Evidentiary effect of copy of filed document. Certificate of status. Powers of Department of State. Definitions. Notice. Incorporators. Articles of incorporation; content. Incorporation. Liability for preincorporation transactions. Organizational meeting of directors. Bylaws. Emergency bylaws. Purposes and application.

4 General powers. Emergency powers. Ultra vires. Corporate name. Registered name; application; renewal; revocation. Registered office and registered agent. Change of registered office or registered agent; resignation of registered agent. Service of process, notice, or demand on a corporation. Registered agent; duties. Authorized shares. Terms of class or series determined by board of directors. Issued and outstanding shares. Fractional shares. Subscriptions for shares. Issuance of shares. Liability for shares issued before payment. Share dividends. Share options. Form and content of certificates. Shares without certificates. Restriction on transfer of shares and other securities.

5 Expenses of issue. Shareholders preemptive rights. Corporation s acquisition of its own shares. Distributions to shareholders. Annual meeting. Special meeting. Court-ordered meeting. Action by shareholders without a meeting. Notice of meeting. Waiver of notice. Record date. Shareholders list for meeting. Voting entitlement of shares. Proxies. Shares held by nominees. Corporation s acceptance of votes. Quorum and voting requirements for voting groups. Action by single and multiple voting groups. Voting for directors; cumulative voting. Voting trusts. Shareholders agreements. Shareholder agreements. Shareholders derivative actions. Requirement for and duties of board of directors. Qualifications of directors.

6 Number of directors. Election of directors by certain voting groups. Terms of directors generally. Staggered terms for directors. Resignation of directors. Business CORPORATION ACT 2 Removal of directors by shareholders. Vacancy on board. Compensation of directors. Meetings. Action by directors without a meeting. Notice of meetings. Waiver of notice. Quorum and voting. Committees. General standards for directors. Liability of directors. Director conflicts of interest. Loans to officers, directors, and employees; guaranty of obligations. Liability for unlawful distributions. Required officers. Duties of officers. Resignation and removal of officers. Contract rights of officers. Indemnification of officers, directors, employees, and agents.

7 Affiliated transactions. Control-share acquisitions. Authority to amend the articles of incorporation. Amendment by board of directors. Shares; combination or division. Amendment by board of directors and shareholders. Voting on amendments by voting groups. Amendment before issuance of shares. Articles of amendment. Restated articles of incorporation. Amendment pursuant to reorganization. Effect of amendment. Amendment of bylaws by board of directors or shareholders. Bylaw increasing quorum or voting requirements for shareholders. Bylaw increasing quorum or voting requirements for directors. Merger. Share exchange. Action on plan. Merger of subsidiary corporation.

8 Holding company formation by merger by certain Corporations . Articles of merger or share exchange. Effect of merger or share exchange. Merger or share exchange with foreign Corporations . Merger of domestic corporation and other Business entity. Articles of merger. Effect of merger of domestic corporation and other Business entity. Conversion of domestic corporation into another Business entity. Certificate of conversion. Effect of conversion of domestic corporation into another Business entity. Conversion of another Business entity to a domestic corporation. Sale of assets in regular course of Business and mortgage of assets.

9 Sale of assets other than in regular course of Business . Appraisal rights; definitions. Right of shareholders to appraisal. Assertion of rights by nominees and beneficial owners. Notice of appraisal rights. Notice of intent to demand payment. Appraisal notice and form. Perfection of rights; right to withdraw. Shareholder s acceptance of corporation s offer. Procedure if shareholder is dissatisfied with offer. Court action. Court costs and counsel fees. Disposition of acquired shares. Limitation on corporate payment. Dissolution by incorporators or directors. Business CORPORATION ACT 3 Dissolution by board of directors and shareholders; dissolution by written consent of shareholders. Articles of dissolution.

10 Revocation of dissolution. Effect of dissolution. Known claims against dissolved corporation. Unknown claims against dissolved corporation. Grounds for administrative dissolution. Procedure for and effect of administrative dissolution. Reinstatement following administrative dissolution. Appeal from denial of reinstatement. Grounds for judicial dissolution. Procedure for judicial dissolution. Receivership or custodianship. Judgment of dissolution. Alternative remedies to judicial dissolution. Provisional director. Election to purchase instead of dissolution. Deposit with Department of Financial Services. Authority of foreign corporation to transact Business required.


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