Florida Department of State

Division of Corporations

Florida
Not for Profit
Corporations
Act

Division of Corporations • P.O. Box 6327 • Tallahassee, Florida 32314

 FOREWORD

The Division of Corporations of the Florida Department of State produces this booklet
expressly for the convenience of those who frequently refer to Chapter 617, Florida
Statutes. All history notes commonly found in the Florida Statutes have been omitted.
This publication is not an official published version of the Florida Statutes and is not
intended to be considered as such.

This booklet contains some basic forms and the schedule of filing fees for domestic and
foreign not for profit corporations. Other forms are available from the Division’s website.
A Division of Corporations telephone directory is provided for your convenience. Also
included are a general summary of information regarding federal and state taxes, a copy
of the Florida Department of Revenue's sales and use tax exemption form, and
information from the Florida Department of Agriculture and Consumer Services
regarding solicitation of contributions by a charitable organization. The tax and
charitable solicitation information was obtained from the respective agencies that
administer these programs. Any further questions or requests must be directed to the
administering agency at the telephone numbers provided. We hope this publication is
helpful to you when filing with the Division of Corporations.

Division of Corporations
Internet Address: <www.sunbiz.org>
Mailing Address: Post Office Box 6327, Tallahassee, FL 32314
Street Address: Clifton Building, 2661 Executive Center Circle
Tallahassee, FL 32301

Rev. 8/13
 TABLE OF CONTENTS

Chapter 617, F.S. ---------------------------------------------------------------- 1-61

Forms for Filing a Not for Profit Corporation ------------------------------- 62-66

(Instructions, Transmittal Letter, Sample Articles of Incorporation and
Designation of Registered Agent/Registered Office)

Forms for Filing a Foreign Not for Profit Corporation --------------------- 67-70
(Instructions, Transmittal Letter, Application by Foreign Corporation for
Authorization to Transact Business in Florida)

Division Telephone Directory and Internet Address ----------------------- 71

Fee Schedule --------------------------------------------------------------------- 72

Federal and State Tax Summary----------------------------------------------- 73

 CORPORATIONS NOT FOR PROFIT

617.01011 Short title. 617.0701 Meetings of members, generally; failure

617.0102 Reservation of power to amend or to hold annual meeting; special meeting; consent to
repeal. corporate actions without meetings; waiver of
617.01201 Filing requirements. notice of meetings.
617.0121 Forms. 617.0721 Voting by members.
617.0122 Fees for filing documents and issuing 617.0725 Quorum.
certificates. 617.07401 Members’ derivative actions.
617.0123 Effective date of document. 617.0801 Duties of board of directors.
617.0124 Correcting filed document. 617.0802 Qualifications of directors.
617.0125 Filing duties of Department of State. 617.0803 Number of directors.
617.0126 Appeal from Department of State’s 617.0806 Staggered terms for directors.
refusal to file document. 617.0807 Resignation of directors.
617.0127 Evidentiary effect of copy of filed 617.0808 Removal of directors.
document. 617.0809 Board vacancy.
617.0128 Certificate of status. 617.08101 Compensation of directors.
617.01301 Powers of Department of State. 617.0820 Meetings.
617.01401 Definitions. 617.0821 Action by directors without a meeting.
617.0141 Notice. 617.0822 Notice of meetings.
617.02011 Incorporators. 617.0823 Waiver of notice.
617.0202 Articles of incorporation; content. 617.0824 Quorum and voting.
617.0203 Incorporation. 617.0825 Committees.
617.0204 Liability for preincorporation 617.0830 General standards for directors.
transactions. 617.0831 Indemnification and liability of officers,
617.0205 Organizational meeting of directors. directors, employees, and agents.
617.0206 Bylaws. 617.0832 Director conflicts of interest.
617.0207 Emergency bylaws. 617.0833 Loans to directors or officers.
617.0301 Purposes and application. 617.0834 Officers and directors of certain
617.0302 Corporate powers. corporations and associations not for profit;
617.0303 Emergency powers. immunity from civil liability.
617.0304 Ultra vires. 617.0835 Prohibited activities by private
617.0401 Corporate name. foundations.
617.0403 Registered name; application; renewal; 617.0840 Required officers.
revocation. 617.0841 Duties of officers.
617.0501 Registered office and registered agent. 617.0842 Resignation and removal of officers.
617.0502 Change of registered office or registered 617.0843 Contract rights of officers.
agent; resignation of registered agent. 617.0901 Reincorporation.
617.0503 Registered agent; duties; confidentiality 617.1001 Authority to amend the articles of
of investigation records. incorporation.
617.0504 Service of process, notice, or demand on 617.1002 Procedure for amending articles of
a corporation. incorporation.
617.0505 Distributions; exceptions. 617.1006 Contents of articles of amendment.
617.0601 Members, generally. 617.1007 Restated articles of incorporation.
617.0604 Liability of members. 617.1008 Amendment pursuant to reorganization.
617.0605 Transfer of membership interests. 617.1009 Effect of amendment.
617.0606 Resignation of members. 617.1101 Plan of merger.
617.0607 Termination, expulsion, and suspension. 617.1102 Limitation on merger.
617.0608 Purchase of memberships. 617.1103 Approval of plan of merger;
abandonment of plan thereafter.

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617.1105 Articles of merger. 617.1508 Change of registered office and

617.1106 Effect of merger. registered agent of foreign corporation.
617.1107 Merger of domestic and foreign 617.1509 Resignation of registered agent of
corporations. foreign corporation.
617.1108 Merger of domestic corporation and 617.1510 Service of process, notice, or demand on
other business entities. a foreign corporation.
617.1201 Secured transactions and other 617.1520 Withdrawal of foreign corporation.
dispositions of corporate property and assets not 617.1530 Grounds for revocation of authority to
requiring member approval. conduct affairs.
617.1202 Sale, lease, exchange, or other 617.1531 Procedure for and effect of revocation.
disposition of corporate property and assets 617.1532 Appeal from revocation.
requiring member approval. 617.1533 Reinstatement following revocation.
617.1301 Prohibited distributions. 617.1601 Corporate records.
617.1302 Authorized distributions. 617.1602 Inspection of records by members.
617.1401 Voluntary dissolution of corporation 617.1603 Scope of inspection right.
prior to conducting its affairs. 617.1604 Court-ordered inspection.
617.1402 Dissolution of corporation. 617.1605 Financial reports for members.
617.1403 Articles of dissolution. 617.1606 Access to records.
617.1404 Revocation of dissolution. 617.1622 Annual report for Department of State.
617.1405 Effect of dissolution. 617.1623 Corporate information available to the
617.1406 Plan of distribution of assets. public; application to corporations incorporated by
617.1407 Unknown claims against dissolved circuit courts and by special act of the Legislature.
corporation. 617.1701 Application to existing domestic
617.1408 Known claims against dissolved corporation.
corporation. 617.1702 Application to qualified foreign
617.1420 Grounds for administrative dissolution. corporations.
617.1421 Procedure for and effect of 617.1703 Application of chapter.
administrative dissolution. 617.1711 Application to foreign and interstate
617.1422 Reinstatement following administrative commerce.
dissolution. 617.1803 Domestication of foreign not-for-profit
617.1423 Appeal from denial of reinstatement. corporations.
617.1430 Grounds for judicial dissolution. 617.1805 Corporations for profit; when may
617.1431 Procedure for judicial dissolution. become corporations not for profit.
617.1432 Receivership or custodianship. 617.1806 Conversion to corporation not for profit;
617.1433 Judgment of dissolution. petition and contents.
617.1440 Deposit with Department of Financial 617.1807 Conversion to corporation not for profit;
Services. authority of circuit judge.
617.1501 Authority of foreign corporation to 617.1808 Application of act to corporation
conduct affairs required. converted to corporation not for profit.
617.1502 Consequences of conducting affairs 617.1809 Limited agricultural association;
without authority. conversion to a domestic corporation not for profit.
617.1503 Application for certificate of authority. 617.1904 Estoppel.
617.1504 Amended certificate of authority. 617.1907 Effect of repeal or amendment of prior
617.1505 Effect of certificate of authority. acts.
617.1506 Corporate name of foreign corporation. 617.1908 Applicability of Florida Business
617.1507 Registered office and registered agent of Corporation Act.
foreign corporation.

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617.2001 Corporations which may be numerals, and the certificate of authority required of
incorporated hereunder; incorporation of certain foreign corporations need not be in English if
medical services corporations. accompanied by a reasonably authenticated English
617.2002 Corporation not for profit organized translation.
pursuant to s. 2, ch. 87-296; requirements. (6) The document must be executed:
617.2003 Proceedings to revoke articles of (a) By a director of a domestic or foreign
incorporation or charter or prevent its use. corporation, or by its president or by another of its
617.2004 Extinct churches and religious societies; officers;
property. (b) If directors or officers have not been selected
617.2005 Extinct churches and religious societies; or the corporation has not been formed, by an
dissolution. incorporator; or
617.2006 Incorporation of labor unions or bodies. (c) If the corporation is in the hands of a receiver,
617.2007 Sponge packing and marketing trustee, or other court-appointed fiduciary, by the
corporations. fiduciary.
617.2101 Corporation authorized to act as trustee. (7) The person executing the document shall sign
617.2102 Fines and penalties against members. it and state beneath or opposite his or her signature
617.2104 Florida Uniform Prudent Management his or her name and the capacity in which he or she
of Institutional Funds Act. signs. The document may, but need not, contain:
617.2105 Corporation issued a deed to real (a) The corporate seal,
property. (b) An attestation by the secretary or an assistant
secretary,
617.01011 Short title.—This act may be cited as (c) An acknowledgment, verification, or proof.
the “Florida Not For Profit Corporation Act.” (8) If the Department of State has prescribed a
mandatory form for the document under s.
617.0102 Reservation of power to amend or 617.0121, the document must be in or on the
repeal.—The Legislature has the power to amend or prescribed form.
repeal all or part of this act at any time, and all (9) The document must be delivered to the
domestic and foreign corporations subject to this act department for filing. Delivery may be made by
shall be governed by the amendment or repeal. electronic transmission if and to the extent allowed
by the department. If the document is filed in
617.01201 Filing requirements.— typewritten or printed form and not transmitted
(1) A document must satisfy the requirements of electronically, the department may require that one
this section and of any other section that adds to or exact or conformed copy be delivered with the
varies these requirements to be entitled to filing by document, except as provided in s. 617.1508. The
the Department of State. document must be accompanied by the correct filing
(2) This act must require or permit filing the fee and any other tax or penalty required by law.
document in the office of the Department of State.
(3) The document must contain the information 617.0121 Forms.—
required by this act. It may contain other (1) The Department of State may prescribe and
information as well. furnish on request forms for:
(4) The document must be typewritten or printed (a) An application for certificate of status,
and must be legible. If electronically transmitted, (b) A foreign corporation’s application for
the document must be in a format that may be certificate of authority to conduct its affairs in the
retrieved or reproduced in typewritten or printed state,
form. (c) A foreign corporation’s application for
(5) The document must be in the English certificate of withdrawal, and
language. A corporate name need not be in English
if written in English letters or Arabic or Roman

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(d) The annual report, for which the department (21) Serving as agent for substitute service of
may prescribe the use of the uniform business process: $87.50.
report, pursuant to s. 606.06. (22) Certificate of conversion of a limited
If the Department of State so requires, the use of agricultural association to a domestic corporation:
these forms shall be mandatory. $35.
(23) Any other document required or permitted to
(2) The Department of State may prescribe and be filed by this chapter: $35.
furnish on request forms for other documents
required or permitted to be filed by this act, but their Any citizen support organization that is required by
use shall not be mandatory. rule of the Department of Environmental Protection
to be formed as a nonprofit organization and is
617.0122 Fees for filing documents and issuing under contract with the department is exempt from
certificates.—The Department of State shall collect any fees required for incorporation as a nonprofit
the following fees on documents delivered to the organization, and the Secretary of State may not
department for filing: assess any such fees if the citizen support
(1) Articles of incorporation: $35. organization is certified by the Department of
(2) Application for registered name: $87.50. Environmental Protection to the Secretary of State
(3) Application for renewal of registered name: as being under contract with the Department of
$87.50. Environmental Protection.
(4) Corporation’s statement of change of
registered agent or registered office or both if not 617.0123 Effective date of document.—
included on the annual report: $35. (1) Except as provided in subsection (2) and in s.
(5) Designation of and acceptance by registered 617.0124(3), a document accepted for filing is
agent: $35. effective at the time of filing on the date it is filed,
(6) Agent’s statement of resignation from active as evidenced by the Department of State’s date and
corporation: $87.50. time endorsement on the original document.
(7) Agent’s statement of resignation from inactive (2) A document may specify a delayed effective
corporation: $35. date, and if it does the document shall become
(8) Amendment of articles of incorporation: $35. effective on the date specified. Unless otherwise
(9) Restatement of articles of incorporation with permitted by this act, a delayed effective date for a
amendment of articles: $35. document may not be later than the 90th day after
(10) Articles of merger for each party thereto: the date on which it is filed.
$35. (3) If a document is determined by the Department
(11) Articles of dissolution: $35. of State to be incomplete and inappropriate for
(12) Articles of revocation of dissolution: $35. filing, the Department of State may return the
(13) Application for reinstatement following document to the person or corporation filing it,
administrative dissolution: $175. together with a brief written explanation of the
(14) Application for certificate of authority to reason for the refusal to file, in accordance with s.
transact business in this state by a foreign 617.0125(3). If the applicant returns the document
corporation: $35. with corrections in accordance with the rules of the
(15) Application for amended certificate of department within 60 days after it was mailed to the
authority: $35. applicant by the department, and if at the time of
(16) Application for certificate of withdrawal by a return the applicant so requests in writing, the filing
foreign corporation: $35. date of the document will be the filing date that
(17) Annual report: $61.25. would have been applied had the original document
(18) Articles of correction: $35. not been deficient, except as to persons who relied
(19) Application for certificate of status: $8.75. on the record before correction and were adversely
(20) Certified copy of document: $52.50. affected thereby.

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(4) Corporate existence may predate the filing together with a brief, written explanation of the
date, pursuant to s. 617.0203(1). reason for refusal.
(4) The Department of State’s duty to file
617.0124 Correcting filed document.— documents under this section is ministerial. The
(1) A domestic or foreign corporation may correct filing or refusing to file a document does not:
a document filed by the department within 30 days (a) Affect the validity or invalidity of the
after filing if: document in whole or part;
(a) The document contains an incorrect statement; (b) Relate to the correctness or incorrectness of
(b) The document was defectively executed, information contained in the document; or
attested, sealed, verified, or acknowledged; or (c) Create a presumption that the document is
(c) The electronic transmission of the document valid or invalid or that information contained in the
was defective. document is correct or incorrect.
(2) A document is corrected: (5) If not otherwise provided by law and the
(a) By preparing articles of correction that: provisions of this act, the Department of State shall
1. Describe the document, including its filing determine, by rule, the appropriate format for,
date; number of copies of, manner of execution of,
2. Specify the incorrect statement and the reason it method of electronic transmission of, and amount of
is incorrect or the manner in which the execution and method of payment of fees for, any document
was defective; and placed under its jurisdiction.
3. Correct the incorrect statement or defective
execution; and 617.0126 Appeal from Department of State’s
(b) By delivering the executed articles of refusal to file document.—If the Department of
correction to the department for filing. State refuses to file a document delivered to its
(3) Articles of correction are effective on the office for filing, within 30 days after return of the
effective date of the document they correct except document by the department by mail, as evidenced
as to persons relying on the uncorrected document by the postmark, the domestic or foreign
and who are adversely affected by the correction. As corporation may:
to those persons, articles of correction are effective (1) Appeal the refusal pursuant to s. 120.68; or
when filed. (2) Appeal the refusal to the circuit court of the
county where the corporation’s principal office (or,
617.0125 Filing duties of Department of if none in this state, its registered office) is or will
State.— be located. The appeal is commenced by petitioning
(1) If a document delivered to the Department of the court to compel filing the document and by
State for filing satisfies the requirements of s. attaching to the petition the document and the
617.01201, the Department of State shall file it. Department of State’s explanation of its refusal to
(2) The Department of State files a document by file. The matter shall promptly be tried de novo by
stamping or otherwise endorsing “filed,” together the court without a jury. The court may summarily
with the Secretary of State’s official title and the order the Department of State to file the document
date and time of receipt. After filing a document, or take other action the court considers appropriate.
the Department of State shall deliver the The court’s final decision may be appealed as in
acknowledgment of filing or a certified copy to the other civil proceedings.
domestic or foreign corporation or its
representative. 617.0127 Evidentiary effect of copy of filed
(3) If the Department of State refuses to file a document.—A certificate attached to a copy of a
document, it shall return it to the domestic or document filed by the Department of State, bearing
foreign corporation or its representative within 15 the signature of the Secretary of State (which may
days after the document was received for filing, be in facsimile) and the seal of this state, is

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conclusive evidence that the original document is on directed to an individual must be answered by him
file with the department. or her, and interrogatories directed to a corporation
must be answered by the president, vice president,
617.0128 Certificate of status.— secretary, or assistant secretary.
(1) Anyone may apply to the Department of State (2) The Department of State is not required to file
to furnish a certificate of status for a domestic any document:
corporation or a certificate of authorization for a (a) To which interrogatories, as propounded
foreign corporation. pursuant to subsection (1) relate, until the
(2) A certificate of status or authorization sets interrogatories are answered in full;
forth: (b) When interrogatories or other relevant
(a) The domestic corporation’s corporate name or evidence discloses that such document is not in
the foreign corporation’s corporate name used in conformity with the provisions of this act; or
this state; (c) When the department has determined that the
(b)1. That the domestic corporation is duly parties to such document have not paid all fees,
incorporated under the law of this state and the date taxes, and penalties due and owing this state.
of its incorporation, or (3) The Department of State may, based upon its
2. That the foreign corporation is authorized to findings hereunder or as provided in s. 213.053(13),
conduct its affairs in this state; bring an action in circuit court to collect any
(c) That all fees and penalties owed to the penalties, fees, or taxes determined to be due and
department have been paid, if: owing the state and to compel any filing,
1. Payment is reflected in the records of the qualification, or registration required by law. In
department, and connection with such proceeding the department
2. Nonpayment affects the existence or may, without prior approval by the court, file a lis
authorization of the domestic or foreign pendens against any property owned by the
corporation; corporation and may further certify any findings to
(d) That its most recent annual report required by the Department of Legal Affairs for the initiation of
s. 617.1622 has been delivered to the department; any action permitted pursuant to s. 617.0503 which
and the Department of Legal Affairs may deem
(e) That articles of dissolution have not been filed. appropriate.
(3) Subject to any qualification stated in the (4) The Department of State shall have the power
certificate, a certificate of status or authorization and authority reasonably necessary to enable it to
issued by the department may be relied upon as administer this act efficiently, to perform the duties
conclusive evidence that the domestic or foreign herein imposed upon it, and to adopt rules pursuant
corporation is in existence or is authorized to to ss. 120.536(1) and 120.54 to implement the
conduct its affairs in this state. provisions of this act conferring duties upon it.

617.01301 Powers of Department of State.— 617.01401 Definitions.—As used in this chapter,

(1) The Department of State may propound to any the term:
corporation subject to the provisions of this act, and (1) “Articles of incorporation” includes original,
to any officer or director thereof, such amended, and restated articles of incorporation,
interrogatories as may be reasonably necessary and articles of consolidation, and articles of merger, and
proper to enable it to ascertain whether the all amendments thereto, including documents
corporation has complied with all applicable filing designated by the laws of this state as charters, and,
provisions of this act. Such interrogatories must be in the case of a foreign corporation, documents
answered within 30 days after mailing or within equivalent to articles of incorporation in the
such additional time as fixed by the department. jurisdiction of incorporation.
Answers to interrogatories must be full and (2) “Board of directors” means the group of
complete, in writing, and under oath. Interrogatories persons vested with the management of the affairs

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of the corporation irrespective of the name by which (12) “Member” means one having membership
such group is designated, including, but not limited rights in a corporation in accordance with the
to, managers or trustees. provisions of its articles of incorporation or bylaws
(3) “Bylaws” means the code or codes of rules or the provisions of this chapter.
adopted for the regulation or management of the (13) “Mutual benefit corporation” means a
affairs of the corporation irrespective of the name or domestic corporation that is not organized primarily
names by which such rules are designated. or exclusively for religious purposes; is not
(4) “Corporation” or “domestic corporation” recognized as exempt under s. 501(c)(3) of the
means a corporation not for profit, subject to the Internal Revenue Code; and is not organized for a
provisions of this chapter, except a foreign public or charitable purpose that is required upon its
corporation. dissolution to distribute its assets to the United
(5) “Corporation not for profit” means a States, a state, a local subdivision thereof, or a
corporation no part of the income or profit of which person that is recognized as exempt under s.
is distributable to its members, directors, or officers, 501(c)(3) of the Internal Revenue Code. The term
except as otherwise provided under this chapter. does not include an association organized under
(6) “Department” means the Department of State. chapter 718, chapter 719, chapter 720, or chapter
(7) “Distribution” means the payment of a 721, or any corporation where membership in the
dividend or any part of the income or profit of a corporation is required pursuant to a document
corporation to its members, directors, or officers. A recorded in county property records.
donation or transfer of corporate assets or income to (14) “Person” includes individual and entity.
or from another not-for-profit corporation qualified (15) “Successor entity” means any trust,
as tax-exempt under s. 501(c) of the Internal receivership, or other legal entity that is governed
Revenue Code or a governmental organization by the laws of this state to which the remaining
exempt from federal and state income taxes, if such assets and liabilities of a dissolved corporation are
corporation or governmental organization is a transferred and that exists solely for the purposes of
member of the corporation making such donation or prosecuting and defending suits by or against the
transfer, is not a distribution for purposes of this dissolved corporation and enabling the dissolved
chapter. corporation to settle and close the business of the
(8) “Electronic transmission” means any form of dissolved corporation, to dispose of and convey the
communication, not directly involving the physical property of the dissolved corporation, to discharge
transmission or transfer of paper, which creates a the liabilities of the dissolved corporation, and to
record that may be retained, retrieved, and reviewed distribute to the dissolved corporation’s members
by a recipient and which may be directly reproduced any remaining assets, but not for the purpose of
in a comprehensible and legible paper form by such continuing the business for which the dissolved
recipient through an automated process. Examples corporation was organized.
of electronic transmission include, but are not (16) “Voting power” means the total number of
limited to, telegrams, facsimile transmissions of votes entitled to be cast for the election of directors
images, and text that is sent via electronic mail at the time the determination of voting power is
between computers. made, excluding a vote that is contingent upon the
(9) “Foreign corporation” means a corporation not happening of a condition or event that has not yet
for profit organized under laws other than the laws occurred. If the members of a class are entitled to
of this state. vote as a class to elect directors, the determination
(10) “Insolvent” means the inability of a of the voting power of the class is based on the
corporation to pay its debts as they become due in percentage of the number of directors the class is
the usual course of its affairs. entitled to elect relative to the total number of
(11) “Mail” means the United States mail, authorized directors. If the corporation’s directors
facsimile transmissions, and private mail carriers are not elected by the members, voting power shall,
handling nationwide mail services. unless otherwise provided in the articles of

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incorporation or bylaws, be on a one-member, one- such inability as a revocation does not invalidate
vote basis. any meeting or other action.
(5) Written notice to a domestic or foreign
617.0141 Notice.— corporation authorized to conduct its affairs in this
(1) Notice under this act must be in writing, unless state may be addressed to its registered agent at its
oral notice is: registered office or to the corporation or its
(a) Expressly authorized by the articles of secretary at its principal office shown in its most
incorporation or the bylaws; and recent annual report or, in the case of a corporation
(b) Reasonable under the circumstances. that has not yet delivered an annual report, in a
(2) Notice may be communicated in person; by domestic corporation’s articles of incorporation or
telephone (where oral notice is permitted), in a foreign corporation’s application for certificate
telegraph, teletype, or other form of electronic of authority.
transmission; or by mail. (6) Except as provided in subsection (3) or
(3) Written notice by a domestic or foreign elsewhere in this act, written notice, if in a
corporation authorized to conduct its affairs in this comprehensible form, is effective at the earliest date
state to its member, if in a comprehensible form, is of the following:
effective: (a) When received;
(a) When mailed, if mailed postpaid and correctly (b) Five days after its deposit in the United States
addressed to the member’s address shown in the mail, as evidenced by the postmark, if mailed
corporation’s current record of members; postpaid and correctly addressed; or
(b) When actually transmitted by facsimile (c) On the date shown on the return receipt, if sent
telecommunication, if correctly directed to a by registered or certified mail, return receipt
number at which the member has consented to requested, and the receipt is signed by or on behalf
receive notice; of the addressee.
(c) When actually transmitted by electronic mail, (7) Oral notice is effective when communicated if
if correctly directed to an electronic mail address at communicated directly to the person to be notified
which the member has consented to receive notice; in a comprehensible manner.
(d) When posted on an electronic network that the (8) An affidavit of the secretary, an assistant
member has consented to consult, upon the later of: secretary, the transfer agent, or other authorized
1. Such correct posting; or agent of the corporation that the notice has been
2. The giving of a separate notice to the member given by a form of electronic transmission is, in the
of the fact of such specific posting; or absence of fraud, prima facie evidence of the facts
(e) When correctly transmitted to the member, if stated in the notice.
by any other form of electronic transmission (9) If this act prescribes notice requirements for
consented to by the member to whom notice is particular circumstances, those requirements
given. govern. If articles of incorporation or bylaws
(4) Consent by a member to receive notice by prescribe notice requirements not less stringent than
electronic transmission shall be revocable by the the requirements of this section or other provisions
member by written notice to the corporation. Any of this act, those requirements govern.
such consent shall be deemed revoked if:
(a) The corporation is unable to deliver by 617.02011 Incorporators.—One or more persons
electronic transmission two consecutive notices may act as the incorporator or incorporators of a
given by the corporation in accordance with such corporation by delivering articles of incorporation to
consent; and the Department of State for filing.
(b) Such inability becomes known to the secretary
or an assistant secretary of the corporation, or other
authorized person responsible for the giving of
notice. However, the inadvertent failure to treat

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617.0202 Articles of incorporation; content.— (h) The names of any persons or the designations
(1) The articles of incorporation must set forth: of any groups of persons who are to be the initial
(a) A corporate name for the corporation that members;
satisfies the requirements of s. 617.0401. (i) A provision to the effect that the corporation
(b) The street address of the initial principal office will be subordinate to and subject to the authority of
and, if different, the mailing address of the any head or national association, lodge, order,
corporation; beneficial association, fraternal or beneficial
(c) The purpose or purposes for which the society, foundation, federation, or other corporation,
corporation is organized; society, organization, or association not for profit;
(d) A statement of the manner in which the and
directors are to be elected or appointed. In lieu (j) Any provision that under this act is required or
thereof, the articles of incorporation may provide permitted to be set forth in the bylaws. Any such
that the method of election of directors be stated in provision set forth in the articles of incorporation
the bylaws; need not be set forth in the bylaws.
(e) Any provision, not inconsistent with this act or (3) The articles of incorporation need not set forth
with any other law, which limits in any manner the any of the corporate powers enumerated in this act.
corporate powers authorized under this act;
(f) The street address of the corporation’s initial 617.0203 Incorporation.—
registered office and the name of its initial (1) Unless a delayed effective date is specified,
registered agent at that address together with a the corporate existence begins when the articles of
written acceptance of appointment as a registered incorporation are filed or on a date specified in the
agent as required by s. 617.0501; and articles of incorporation, if such date is within 5
(g) The name and address of each incorporator. business days prior to the date of filing.
(2) The articles of incorporation may set forth: (2) The Department of State’s filing of the articles
(a) The names and addresses of the individuals of incorporation, and the original recorded charter
who are to serve as the initial directors; or certified copy of the charter of a corporation
(b) Any provision not inconsistent with law, which has not been reincorporated under s.
regarding the regulation of the internal affairs of the 617.0901, is conclusive proof that the incorporators
corporation, including, without limitation, any satisfied all conditions precedent to incorporation
provision with respect to the relative rights or and that the corporation has been incorporated
interests of the members as among themselves or in under this act, except in a proceeding by the state to
the property of the corporation; cancel or revoke the incorporation or involuntarily
(c) The manner of termination of membership in dissolve the corporation.
the corporation;
(d) The rights, upon termination of membership, 617.0204 Liability for preincorporation
of the corporation, the terminated members, and the transactions.—All persons purporting to act as or
remaining members; on behalf of a corporation, having actual knowledge
(e) The transferability or nontransferability of that there was no incorporation under this act, are
membership; jointly and severally liable for all liabilities created
(f) The distribution of assets upon dissolution or while so acting except for any liability to any person
final liquidation or, if otherwise permitted by law, who also had actual knowledge that there was no
upon partial liquidation; incorporation.
(g) If the corporation is to have one or more
classes of members, any provision designating the 617.0205 Organizational meeting of
class or classes of members and stating the directors.—
qualifications and rights of the members of each (1) After incorporation:
class; (a) If initial directors are named in the articles of
incorporation, the initial directors shall hold an

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 CORPORATIONS NOT FOR PROFIT

organizational meeting, at the call of a majority of (c) Designation of additional or substitute

the directors, to complete the organization of the directors.
corporation by appointing officers, adopting bylaws, (2) The board of directors, either before or during
and carrying on any other business brought before any such emergency, may provide, and from time to
the meeting; time modify, lines of succession if during such
(b) If initial directors are not named in the articles emergency any or all officers or agents of the
of incorporation, the incorporators shall hold an corporation are for any reason rendered incapable of
organizational meeting at the call of a majority of discharging their duties.
the incorporators: (3) All provisions of the regular bylaws consistent
1. To elect directors and complete the with the emergency bylaws remain effective during
organization of the corporation; or the emergency. The emergency bylaws are not
2. To elect a board of directors who shall effective after the emergency ends.
complete the organization of the corporation. (4) Corporate action taken in good faith in
(2) Action required or permitted by this act to be accordance with the emergency bylaws:
taken by incorporators or directors at an (a) Binds the corporation; and
organizational meeting may be taken without a (b) May not be used to impose liability on a
meeting if the action taken is evidenced by one or corporate director, officer, employee, or agent.
more written consents describing the action taken (5) An emergency exists for purposes of this
and signed by each incorporator or director. section if a quorum of the corporation’s directors
(3) The directors or incorporators calling the cannot readily be assembled because of some
organizational meeting shall give at least 3 days’ catastrophic event.
notice thereof to each director or incorporator so
named, stating the time and place of the meeting. 617.0301 Purposes and application.—
(4) An organizational meeting may be held in or Corporations may be organized under this act for
out of this state. any lawful purpose or purposes not for pecuniary
profit and not specifically prohibited to corporations
617.0206 Bylaws.—The initial bylaws of a under other laws of this state. Such purposes
corporation shall be adopted by its board of include, without limitation, charitable, benevolent,
directors. The power to alter, amend, or repeal the eleemosynary, educational, historical, civic,
bylaws or adopt new bylaws shall be vested in the patriotic, political, religious, social, fraternal,
board of directors unless otherwise provided in the literary, cultural, athletic, scientific, agricultural,
articles of incorporation or the bylaws. The bylaws horticultural, animal husbandry, and professional,
may contain any provision for the regulation and commercial, industrial, or trade association
management of the affairs of the corporation not purposes. If special provisions are made, by law, for
inconsistent with law or the articles of the organization of designated classes of
incorporation. corporations not for profit, such corporations shall
be formed under such provisions and not under this
617.0207 Emergency bylaws.— act.
(1) Unless the articles of incorporation provide
otherwise, the board of directors of a corporation 617.0302 Corporate powers.—Every corporation
may adopt bylaws to be effective only in an not for profit organized under this chapter, unless
emergency defined in subsection (5). The otherwise provided in its articles of incorporation or
emergency bylaws may make all provisions bylaws, shall have power to:
necessary for managing the corporation during an (1) Have succession by its corporate name for the
emergency, including: period set forth in its articles of incorporation.
(a) Procedures for calling a meeting of the board (2) Sue and be sued and appear and defend in all
of directors; actions and proceedings in its corporate name to the
(b) Quorum requirements for the meeting; and same extent as a natural person.

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 CORPORATIONS NOT FOR PROFIT

(3) Adopt, use, and alter a common corporate seal. personal property as security for the payment of
However, such seal must always contain the words funds loaned or invested except as prohibited by s.
“corporation not for profit.” 617.0833.
(4) Elect or appoint such officers and agents as its (14) Make donations for the public welfare or for
affairs shall require and allow them reasonable religious, charitable, scientific, educational, or other
compensation. similar purposes.
(5) Adopt, change, amend, and repeal bylaws, not (15) Have and exercise all powers necessary or
inconsistent with law or its articles of incorporation, convenient to effect any or all of the purposes for
for the administration of the affairs of the which the corporation is organized.
corporation and the exercise of its corporate powers. (16) Merge with other corporations or other
(6) Increase, by a vote of its members cast as the business entities identified in s. 607.1108(1), both
bylaws may direct, the number of its directors so for profit and not for profit, domestic and foreign, if
that the number shall not be less than three but may the surviving corporation or other surviving
be any number in excess thereof. business entity is a corporation not for profit or
(7) Make contracts and guaranties, incur other business entity that has been organized as a
liabilities, borrow money at such rates of interest as not-for-profit entity under a governing statute or
the corporation may determine, issue its notes, other applicable law that permits such a merger.
bonds, and other obligations, and secure its
obligations by mortgage and pledge of all or any of 617.0303 Emergency powers.—
its property, franchises, or income. (1) In anticipation of or during any emergency
(8) Conduct its affairs, carry on its operations, and defined in subsection (5), the board of directors of a
have offices and exercise the powers granted by this corporation may:
act in any state, territory, district, or possession of (a) Modify lines of succession to accommodate
the United States or any foreign country. the incapacity of any director, officer, employee, or
(9) Purchase, take, receive, lease, take by gift, agent; and
devise, or bequest, or otherwise acquire, own, hold, (b) Relocate the principal office or designate
improve, use, or otherwise deal in and with real or alternative principal offices or regional offices or
personal property, or any interest therein, wherever authorize the officers to do so.
situated. (2) During an emergency defined in subsection
(10) Acquire, enjoy, utilize, and dispose of (5), unless emergency bylaws provide otherwise:
patents, copyrights, and trademarks and any licenses (a) Notice of a meeting of the board of directors
and other rights or interests thereunder or therein. need be given only to those directors whom it is
(11) Sell, convey, mortgage, pledge, lease, practicable to reach and may be given in any
exchange, transfer, or otherwise dispose of all or practicable manner, including by publication and
any part of its property and assets. radio;
(12) Purchase, take, receive, subscribe for, or (b) One or more officers of the corporation
otherwise acquire, own, hold, vote, use, employ, present at a meeting of the board of directors may
sell, mortgage, lend, pledge, or otherwise dispose of be deemed to be directors for the meeting, in order
and otherwise use and deal in and with, shares and of rank and within the same rank in order of
other interests in, or obligations of, other domestic seniority, as necessary to achieve a quorum; and
or foreign corporations, whether for profit or not for (c) The director or directors in attendance at a
profit, associations, partnerships, or individuals, or meeting, or any greater number affixed by the
direct or indirect obligations of the United States, or emergency bylaws, constitute a quorum.
of any other government, state, territory, (3) Corporate action taken in good faith during an
governmental district, municipality, or of any emergency under this section to further the ordinary
instrumentality thereof. affairs of the corporation:
(13) Lend money for its corporate purposes, invest (a) Binds the corporation; and
and reinvest its funds, and take and hold real and

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(b) May not be used to impose liability on a (a) Must contain the word “corporation” or
corporate director, officer, employee, or agent. “incorporated” or the abbreviation “corp.” or “inc.”
(4) An officer, director, or employee acting in or words or abbreviations of like import in
accordance with any emergency bylaws is only language, as will clearly indicate that it is a
liable for willful misconduct. corporation instead of a natural person,
(5) An emergency exists for purposes of this unincorporated association, or partnership. The
section if a quorum of the corporation’s directors name of the corporation may not contain the word
cannot readily be assembled because of some “company” or its abbreviation “co.”;
catastrophic event. (b) May contain the word “cooperative” or “co-
(6) To the extent not inconsistent with any op” only if the resulting name is distinguishable
emergency bylaws so adopted, the bylaws of the from the name of any corporation, agricultural
corporation shall remain in effect during any cooperative marketing association, or nonprofit
emergency, and upon termination of the emergency, cooperative association existing or doing business
the emergency bylaws will cease to be operative. in this state under chapter 607, chapter 618, or
chapter 619;
617.0304 Ultra vires.— (c) May not contain language stating or implying
(1) Except as provided in subsection (2), the that the corporation is organized for a purpose other
validity of corporate action, including, but not than that permitted in this act and its articles of
limited to, any conveyance, transfer, or incorporation;
encumbrance of real or personal property to or by a (d) May not contain language stating or implying
corporation, may not be challenged on the ground that the corporation is connected with a state or
that the corporation lacks or lacked power to act. federal government agency or a corporation
(2) A corporation’s power to act may be chartered under the laws of the United States; and
challenged: (e) Must be distinguishable from the names of all
(a) In a proceeding by a member against the other entities or filings, except fictitious name
corporation to enjoin the act; registrations pursuant to s. 865.09, organized,
(b) In a proceeding by the corporation, directly, registered, or reserved under the laws of this state,
derivatively, or through a receiver, trustee, or other that are on file with the Division of Corporations.
legal representative, or through members in a (2) Any corporation eligible to reincorporate
representative suit, against an incumbent or former under s. 617.0901, may do so and retain its
officer, employee, or agent of the corporation; or corporate name, subject to the requirements of
(c) In a proceeding by the Attorney General, as paragraphs (1)(a) and (b).
provided in this act, to dissolve the corporation or in
a proceeding by the Attorney General to enjoin the 617.0403 Registered name; application;
corporation from the transaction of unauthorized renewal; revocation.—
business. (1) A foreign corporation may register its
(3) In a member’s proceeding under paragraph corporate name, or its corporate name with any
(2)(a) to enjoin an unauthorized corporate act, the addition required by s. 617.1506, if the name is
court may enjoin or set aside the act, if equitable distinguishable upon the records of the Department
and if all affected persons are parties to the of State from the corporate names that are not
proceeding, and may award damages for loss (other available under s. 617.0401(1)(e).
than anticipated profits) suffered by the corporation (2) A foreign corporation registers its corporate
or another party because of enjoining the name, or its corporate name with any addition
unauthorized act. required by s. 617.1506, by delivering to the
Department of State for filing an application:
617.0401 Corporate name.— (a) Setting forth its corporate name, or its
(1) A corporate name: corporate name with any addition required by s.
617.1506, the state or country and date of its

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 CORPORATIONS NOT FOR PROFIT

incorporation, and a brief description of the nature 2. A corporation for profit or not for profit,
of its purposes and the affairs in which it is authorized to transact business or conduct its affairs
engaged; and in this state, having a business office identical with
(b) Accompanied by a certificate of existence, or a the registered office.
certificate setting forth that such corporation is in (2) This section does not apply to corporations
good standing under the laws of the state or country which are required by law to designate the Chief
wherein it is organized (or a document of similar Financial Officer as their attorney for the service of
import), from the state or country of incorporation. process.
(3) The name is registered for the applicant’s (3) A registered agent appointed pursuant to this
exclusive use upon the effective date of the section or a successor registered agent appointed
application and shall be effective until the close of pursuant to s. 617.0502 on whom process may be
the calendar year in which the application for served shall each file a statement in writing with the
registration is filed. Department of State, in such form and manner as
(4) A foreign corporation the registration of which shall be prescribed by the department, accepting the
is effective may renew it from year to year by appointment as a registered agent simultaneously
annually filing a renewal application which with his or her being designated. Such statement of
complies with the requirements of subsection (2) acceptance shall state that the registered agent is
between October 1 and December 31 of the familiar with, and accepts, the obligations of that
preceding year. The renewal application when filed position.
renews the registration for the following calendar (4) The Department of State shall maintain an
year. accurate record of the registered agents and
(5) A foreign corporation the registration of which registered offices for the service of process and shall
is effective may thereafter qualify as a foreign furnish any information disclosed thereby promptly
corporation under the registered name or consent in upon request and payment of the required fee.
writing to the use of that name by a corporation (5) A corporation may not maintain any action in
thereafter incorporated under this act or by another a court in this state until the corporation complies
foreign corporation thereafter authorized to conduct with this section or s. 617.1508, as applicable, and
its affairs in this state. The registration terminates pays to the Department of State a penalty of $5 for
when the domestic corporation is incorporated or each day it has failed to so comply or $500,
the foreign corporation qualifies or consents to the whichever is less.
qualification of another foreign corporation under
the registered name. 617.0502 Change of registered office or
(6) The Department of State may revoke any registered agent; resignation of registered
registration if, after a hearing, it finds that the agent.—
application therefor or any renewal thereof was not (1) A corporation may change its registered office
made in good faith. or its registered agent upon filing with the
Department of State a statement of change setting
617.0501 Registered office and registered forth:
agent.— (a) The name of the corporation;
(1) Each corporation shall have and continuously (b) The street address of its current registered
maintain in this state: office;
(a) A registered office which may be the same as (c) If the current registered office is to be changed,
its principal office; and the street address of the new registered office;
(b) A registered agent, who may be either: (d) The name of its current registered agent;
1. An individual who resides in this state whose (e) If its current registered agent is to be changed,
business office is identical with such registered the name of the new registered agent and the new
office; or agent’s written consent (either on the statement or
attached to it) to the appointment;

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 CORPORATIONS NOT FOR PROFIT

(f) That the street address of its registered office 617.0503 Registered agent; duties;
and the street address of the business office of its confidentiality of investigation records.—
registered agent, as changed, will be identical; and (1)(a) Each corporation, foreign corporation, or
(g) That such change was authorized by resolution alien business organization that owns real property
duly adopted by its board of directors or by an located in this state, that owns a mortgage on real
officer of the corporation so authorized by the board property located in this state, or that transacts
of directors. business in this state shall have and continuously
(2) Any registered agent may resign his or her maintain in this state a registered office and a
agency appointment by signing and delivering for registered agent and shall file with the Department
filing with the Department of State a statement of of State notice of the registered office and registered
resignation and mailing a copy of such statement to agent as provided in ss. 617.0501 and 617.0502.
the corporation at its principal office address shown The appointment of a registered agent in
in its most recent annual report or, if none, filed in compliance with s. 617.0501 or s. 617.0502 is
the articles of incorporation or other most recently sufficient for purposes of this section if the
filed document. The statement of resignation shall registered agent so appointed files, in the form and
state that a copy of such statement has been mailed manner prescribed by the Department of State, an
to the corporation at the address so stated. The acceptance of the obligations provided for in this
agency is terminated as of the 31st day after the date section.
on which the statement was filed and unless (b) Each such corporation, foreign corporation, or
otherwise provided in the statement, termination of alien business organization that fails to have and
the agency acts as a termination of the registered continuously maintain a registered office and a
office. registered agent as required in this section is liable
(3) If a registered agent changes his or her to this state for $500 for each year, or part of a year,
business name or business address, he or she may during which the corporation, foreign corporation,
change such name or address and the address of the or alien business organization fails to comply with
registered office of any corporation for which he or these requirements; but this liability is forgiven in
she is the registered agent by: full upon the compliance by the corporation, foreign
(a) Notifying all such corporations in writing of corporation, or alien business organization with the
the change; requirements of this subsection, even if that
(b) Signing (either manually or in facsimile) and compliance occurs after an action to collect such
delivering to the Department of State for filing a amount is instituted. The Department of Legal
statement that substantially complies with the Affairs may file an action in the circuit court for the
requirements of paragraphs (1)(a)-(f), setting forth judicial circuit in which the corporation, foreign
the names of all such corporations represented by corporation, or alien business organization is found
the registered agent; and or transacts business, or in which real property
(c) Reciting that each corporation has been belonging to the corporation, foreign corporation, or
notified of the change. alien business organization is located, to petition the
(4) Changes of the registered office or registered court for an order directing that a registered agent be
agent may be made by a change on the corporation’s appointed and that a registered office be designated,
annual report form filed with the Department of and to obtain judgment for the amount owed under
State. this subsection. In connection with such proceeding,
(5) The Department of State shall collect a fee the department may, without prior approval by the
pursuant to s. 15.09(2) for filings authorized by this court, file a lis pendens against real property owned
section. by the corporation, foreign corporation, or alien
business organization, which lis pendens shall set
forth the legal description of the real property and
shall be filed in the public records of the county
where the real property is located. If the lis pendens

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 CORPORATIONS NOT FOR PROFIT

is filed in any county other than the county in which incorporation or the legal equivalent of the articles
the action is pending, the lis pendens that is filed of incorporation and such amendments.
must be a certified copy of the original lis pendens. (b) The names and addresses of each current
The failure to comply timely or fully with an order officer and director of the entity or persons holding
directing that a registered agent be appointed and equivalent positions.
that a registered office be designated will result in a (c) The names and addresses of all prior officers
civil penalty of not more than $1,000 for each day and directors of the entity or persons holding
of noncompliance. A judgment or an order of equivalent positions, for a period not to exceed the 5
payment entered under this subsection becomes a years previous to the date of issuance of the
judgment lien against any real property owned by subpoena.
the corporation, foreign corporation, or alien (d) The names and addresses of each current
business organization when a certified copy of the shareholder, equivalent equitable owner, and
judgment or order is recorded as required by s. ultimate equitable owner of the entity, the number
55.10. The department may avail itself of, and is of which names is limited to the names of the 100
entitled to use, any provision of law or of the shareholders, equivalent equitable owners, and
Florida Rules of Civil Procedure to further the ultimate equitable owners that, in comparison to all
collecting or obtaining of payment pursuant to a other shareholders, equivalent equitable owners, or
judgment or order of payment. The state, through ultimate equitable owners, respectively, own the
the Attorney General, may bid, at any judicial sale largest number of shares of stock of the corporation,
to enforce its judgment lien, any amount up to the foreign corporation, or alien business organization
amount of the judgment or lien obtained pursuant to or the largest percentage of an equivalent form of
this subsection. All moneys recovered under this equitable ownership of the corporation, foreign
subsection shall be treated as forfeitures under ss. corporation, or alien business organization.
895.01-895.09 and used or distributed in accordance (e) The names and addresses of all prior
with the procedure set forth in s. 895.09. A shareholders, equivalent equitable owners, and
corporation, foreign corporation, or alien business ultimate equitable owners of the entity for the 12-
organization that fails to have and continuously month period preceding the date of issuance of the
maintain a registered office and a registered agent as subpoena, the number of which names is limited to
required in this section may not defend itself against the 100 shareholders, equivalent equitable owners,
any action instituted by the Department of Legal and ultimate equitable owners that, in comparison to
Affairs or by any other agency of this state until the all other shareholders, equivalent equitable owners,
requirements of this subsection have been met. or ultimate equitable owners, respectively, own the
(2) Each corporation, foreign corporation, or alien largest number of shares of stock of the corporation,
business organization that owns real property foreign corporation, or alien business organization
located in this state, that owns a mortgage on real or the largest percentage of an equivalent form of
property located in this state, or that transacts equitable ownership of the corporation, foreign
business in this state shall, pursuant to subpoena corporation, or alien business organization.
served upon the registered agent of the corporation, (f) The names and addresses of the person or
foreign corporation, or alien business organization persons who provided the records and information
issued by the Department of Legal Affairs, produce, to the registered agent or designated representative
through its registered agent or through a designated of the entity.
representative within 30 days after service of the (g) The requirements of paragraphs (d) and (e) do
subpoena, testimony and records showing the not apply to:
following: 1. A financial institution;
(a) True copies of documents evidencing the legal 2. A corporation, foreign corporation, or alien
existence of the entity, including the articles of business organization the securities of which are
incorporation and any amendments to the articles of registered pursuant to s. 12 of the Securities
Exchange Act of 1934, 15 U.S.C. ss. 78a-78kk, if

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 CORPORATIONS NOT FOR PROFIT

such corporation, foreign corporation, or alien authorizes or directs that the testimony or records
business organization files with the United States required to be produced under subsection (2) are
Securities and Exchange Commission the reports privileged or confidential or otherwise may not be
required by s. 13 of that act; or disclosed.
3. A corporation, foreign corporation, or alien (5) If a corporation, foreign corporation, or alien
business organization, the securities of which are business organization fails without lawful excuse to
regularly traded on an established securities market comply timely or fully with a subpoena issued
located in the United States or on an established pursuant to subsection (2), the Department of Legal
securities market located outside the United States, Affairs may file an action in the circuit court for the
if such non-United States securities market is judicial circuit in which the corporation, foreign
designated by rule adopted by the Department of corporation, or alien business organization is found
Legal Affairs; or transacts business or in which real property
upon a showing by the corporation, foreign belonging to the corporation, foreign corporation, or
corporation, or alien business organization that the alien business organization is located, for an order
exception in subparagraph 1., subparagraph 2., or compelling compliance with the subpoena. The
subparagraph 3. applies to the corporation, foreign failure without a lawful excuse to comply timely or
corporation, or alien business organization. Such fully with an order compelling compliance with the
exception in subparagraph 1., subparagraph 2., or subpoena will result in a civil penalty of not more
subparagraph 3. does not, however, exempt the than $1,000 for each day of noncompliance with the
corporation, foreign corporation, or alien business order. In connection with such proceeding, the
organization from the requirements for producing department may, without prior approval by the
records, information, or testimony otherwise court, file a lis pendens against real property owned
imposed under this section for any period of time by the corporation, foreign corporation, or alien
when the requisite conditions for the exception did business organization, which lis pendens shall set
not exist. forth the legal description of the real property and
shall be filed in the public records of the county
(3) The time limit for producing records and where the real property is located. If the lis pendens
testimony may be extended for good cause shown is filed in any county other than the county in which
by the corporation, foreign corporation, or alien the action is pending, the lis pendens that is filed
business organization. must be a certified copy of the original lis pendens.
(4) A person, corporation, foreign corporation, or A judgment or an order of payment entered pursuant
alien business organization designating an attorney, to this subsection will become a judgment lien
accountant, or spouse as a registered agent or against any real property owned by the corporation,
designated representative shall, with respect to this foreign corporation, or alien business organization
state or any agency or subdivision of this state, be when a certified copy of the judgment or order is
deemed to have waived any privilege that might recorded as required by s. 55.10. The department
otherwise attach to communications with respect to may avail itself of, and is entitled to use, any
the information required to be produced pursuant to provision of law or of the Florida Rules of Civil
subsection (2), which communications are among Procedure to further the collecting or obtaining of
such corporation, foreign corporation, or alien payment pursuant to a judgment or order of
business organization; the registered agent or payment. The state, through the Attorney General,
designated representative of such corporation, may bid at any judicial sale to enforce its judgment
foreign corporation, or alien business organization; lien, an amount up to the amount of the judgment or
and the beneficial owners of such corporation, lien obtained pursuant to this subsection. All
foreign corporation, or alien business organization. moneys recovered under this subsection shall be
The duty to comply with the provisions of this treated as forfeitures under ss. 895.01-895.09 and
section will not be excused by virtue of any used or distributed in accordance with the procedure
privilege or provision of law of this state or any set forth in s. 895.09.
other state or country, which privilege or provision

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 CORPORATIONS NOT FOR PROFIT

(6) Information provided to, and records and subsection, except as provided for in this
transcriptions of testimony obtained by, the subsection, commits a misdemeanor of the first
Department of Legal Affairs pursuant to this section degree, punishable as provided in s. 775.082 or s.
are confidential and exempt from the provisions of 775.083. If any information, record, or testimony
s. 119.07(1) and s. 24(a), Art. I of the State obtained pursuant to subsection (2) is offered in
Constitution while the investigation is active. For evidence in any judicial proceeding, the court may,
purposes of this section, an investigation shall be in its discretion, seal that portion of the record to
considered “active” while such investigation is further the policies of confidentiality set forth in this
being conducted with a reasonable, good faith belief subsection.
that it may lead to the filing of an administrative, (7) This section is supplemental and shall not be
civil, or criminal proceeding. An investigation does construed to preclude or limit the scope of evidence
not cease to be active so long as the department is gathering or other permissible discovery pursuant to
proceeding with reasonable dispatch and there is a any other subpoena or discovery method authorized
good faith belief that action may be initiated by the by law or rule of procedure.
department or other administrative or law (8) It is unlawful for any person, with respect to
enforcement agency. Except for active criminal any record or testimony produced pursuant to a
intelligence or criminal investigative information, as subpoena issued by the Department of Legal Affairs
defined in s. 119.011, and information which, if under subsection (2), to knowingly and willfully
disclosed, would reveal a trade secret, as defined in falsify, conceal, or cover up a material fact by a
s. 688.002, or would jeopardize the safety of an trick, scheme, or device; make any false, fictitious,
individual, all information, records, and or fraudulent statement or representation; or make
transcriptions become available to the public when or use any false writing or document knowing the
the investigation is completed or ceases to be active. writing or document to contain any false, fictitious,
The department shall not disclose confidential or fraudulent statement or entry. A person who
information, records, or transcriptions of testimony violates this subsection commits a felony of the
except pursuant to authorization by the Attorney third degree, punishable as provided in s. 775.082,
General in any of the following circumstances: s. 775.083, or s. 775.084.
(a) To a law enforcement agency participating in (9) In the absence of a written agreement to the
or conducting a civil investigation under chapter contrary, a registered agent is not liable for the
895, or participating in or conducting a criminal failure to give notice of the receipt of a subpoena
investigation. under subsection (2) to the corporation, foreign
(b) In the course of filing, participating in, or corporation, or alien business organization that
conducting a judicial proceeding instituted pursuant appointed the registered agent if the registered agent
to this section or chapter 895. timely sends written notice of the receipt of the
(c) In the course of filing, participating in, or subpoena by first-class mail or domestic or
conducting a judicial proceeding to enforce an order international air mail, postage fees prepaid, to the
or judgment entered pursuant to this section or last address that has been designated in writing to
chapter 895. the registered agent by the appointing corporation,
(d) In the course of a criminal proceeding. foreign corporation, or alien business organization.
A person or law enforcement agency that receives (10) The designation of a registered agent and a
any information, record, or transcription of registered office as required by subsection (1) for a
testimony that has been made confidential by this corporation, foreign corporation, or alien business
subsection shall maintain the confidentiality of such organization that owns real property in this state or
material and shall not disclose such information, a mortgage on real property in this state is solely for
record, or transcription of testimony except as the purposes of this chapter; and, notwithstanding s.
provided for herein. Any person who willfully 48.181, s. 617.1502, s. 617.1503, or any other
discloses any information, record, or transcription of relevant section of the Florida Statutes, such
testimony that has been made confidential by this designation may not be used in determining whether

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the corporation, foreign corporation, or alien (a) The name of the alien business organization
business organization is actually doing business in and the jurisdiction under the law of which it is
this state. incorporated or organized; and
(11) As used in this section, the term: (b) That it is no longer required to maintain a
(a) “Alien business organization” means: registered agent in this state.
1. Any corporation, association, partnership, trust,
joint stock company, or other entity organized under 617.0504 Service of process, notice, or demand
any laws other than the laws of the United States, of on a corporation.—
any United States territory or possession, or of any (1) Process against any corporation may be served
state of the United States; or in accordance with chapter 48 or chapter 49.
2. Any corporation, association, partnership, trust, (2) Any notice to or demand on a corporation
joint stock company, or other entity or device 10 made pursuant to this act may be made to the chair
percent or more of which is owned or controlled, of the board, the president, any vice president, the
directly or indirectly, by an entity described in secretary, the treasurer, the registered agent of the
subparagraph 1. or by a foreign natural person. corporation at the registered office of the
(b) “Financial institution” means: corporation in this state, or any address in this state
1. A bank, banking organization, or savings that is in fact the principal office of the corporation
association, as defined in s. 220.62; in this state.
2. An insurance company, trust company, credit (3) This section does not prescribe the only
union, or industrial savings bank, any of which is means, or necessarily the required means, of serving
licensed or regulated by an agency of the United notice or demand on a corporation.
States or any state of the United States; or
3. Any person licensed under the provisions of 617.0505 Distributions; exceptions.—Except as
chapter 494. authorized in s. 617.1302, a corporation may not
(c) “Mortgage” means a mortgage on real property make distributions to its members, directors, or
situated in this state, except a mortgage owned by a officers.
financial institution. (1) A mutual benefit corporation, such as a private
(d) “Real property” means any real property club that is established for social, pleasure, or
situated in this state or any interest in such real recreational purposes and that is organized as a
property. corporation of which the equity interests are held by
(e) “Ultimate equitable owner” means a natural the members, may, subject to s. 617.1302, purchase
person who, directly or indirectly, owns or controls the equity membership interest of any member, and
an ownership interest in a corporation, foreign the payment for such interest is not a distribution for
corporation, or alien business organization, purposes of this section.
regardless of whether such natural person owns or (2) A corporation may pay compensation in a
controls such ownership interest through one or reasonable amount to its members, directors, or
other natural persons or one or more proxies, officers for services rendered, may confer benefits
powers of attorney, nominees, corporations, upon its members in conformity with its purposes,
associations, partnerships, trusts, joint stock and, upon dissolution or final liquidation, may make
companies, or other entities or devices, or any distributions to its members as permitted by this
combination thereof. chapter.
(12) Any alien business organization may (3) If expressly permitted by its articles of
withdraw its registered agent designation by incorporation, a corporation may make distributions
delivering an application for certificate of upon partial liquidation to its members, as permitted
withdrawal to the department for filing. The by this section. Any such payment, benefit, or
application shall set forth: distribution does not constitute a dividend or a
distribution of income or profit for purposes of this
section.

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(4) A corporation that is a utility exempt from certificates of membership for purposes of this
regulation under s. 367.022(7), whose articles of section.
incorporation state that it is exempt from taxation (3) Corporation members have no voting or other
under s. 501(c)(12) of the Internal Revenue Code, rights except as provided in the articles of
may make refunds to its members, prior to a incorporation or bylaws. However, members of any
dissolution or liquidation, as its managing board corporation existing on July 1, 1991, shall continue
deems necessary to establish or preserve its tax- to have the same voting and other rights as before
exempt status. Any such refund does not constitute such date until changed by amendment of the
a dividend or a distribution of income or profit for articles of incorporation or bylaws.
purposes of this section. (4) A corporation shall keep a membership book
(5) A corporation that is regulated by chapter 718, containing, in alphabetical order, the name and
chapter 719, chapter 720, chapter 721, or chapter address of each member. The corporation shall also
723, or a corporation where membership in such keep records in accordance with s. 617.1601.
corporation is required pursuant to a document (5) A resignation, expulsion, suspension, or
recorded in the county property records, may make termination of membership pursuant to s. 617.0606
refunds to its members, giving credits to its or s. 617.0607 shall be recorded in the membership
members, disbursing insurance proceeds to its book. Unless otherwise provided in the articles of
members, or disbursing or paying settlements to its incorporation or the bylaws, all the rights and
members without violating this section. privileges of a member cease on termination of
membership.
617.0601 Members, generally.— (6) Subsections (1), (2), (3), and (4) do not apply
(1)(a) A corporation may have one or more classes to a corporation that is an association as defined in
of members or may have no members. If the s. 720.301.
corporation has one or more classes of members, the (7) Where the articles of incorporation expressly
designation of such class or classes, the limit membership in the corporation to property
qualifications and rights of the members of each owners within specific measurable geographic
class, any quorum and voting requirements for boundaries and where the corporation has been
meetings and activities of the members, and notice formed for the benefit of all of those property
requirements sufficient to provide notice of owners, no such property owner shall be denied
meetings and activities of the members must be set membership, provided that such property owner
forth in the articles of incorporation or in the once admitted to membership, shall comply with the
bylaws. terms and conditions of membership. Any bylaws,
(b) The articles of incorporation or bylaws of any rules, or other regulations to the contrary are
corporation not for profit that maintains chapters or deemed void and any persons excluded from
affiliates may grant representatives of such chapters membership by such bylaws, rules, or other
or affiliates the right to vote in conjunction with the regulations are deemed members with full rights,
board of directors of the corporation including the right, by the majority, or as otherwise
notwithstanding applicable quorum or voting provided in the articles of incorporation, to call for a
requirements of this chapter if the corporation is meeting of the membership.
registered with the department pursuant to ss.
496.401-496.424, the Solicitation of Contributions 617.0604 Liability of members.—
Act. (1) A member of a corporation is not, as such,
(c) This subsection does not apply to any personally liable for any act, debt, liability, or
condominium association organized under chapter obligation of the corporation.
718. (2) A member may become liable to the
(2) A corporation may issue certificates of corporation for dues, assessments, or fees as
membership. Stock certificates issued under former provided by law.
s. 617.011(2), Florida Statutes (1989), constitute

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617.0605 Transfer of membership interests.— incurred or commitments made before expulsion or

(1) A member of a corporation may not transfer a suspension.
membership or any right arising from membership 617.0608 Purchase of memberships.—
except as otherwise allowed in this section. (1) A corporation may not purchase any of its
(2) Except as set forth in the articles of memberships or any right arising from membership
incorporation or bylaws of a mutual benefit except as provided in s. 617.0505 or subsection (2).
corporation, a member of a mutual benefit (2) Subject to s. 617.1302, a mutual benefit
corporation may not transfer a membership or any corporation may purchase the membership of a
right arising from membership. member who resigns, or whose membership is
(3) If transfer rights have been provided for one or terminated, for the amount and pursuant to the
more members of a mutual benefit corporation, a conditions set forth in its articles of incorporation or
restriction on such rights is not binding with respect bylaws.
to a member holding a membership issued before
the adoption of the restriction unless the restriction 617.0701 Meetings of members, generally;
is approved by the members and the affected failure to hold annual meeting; special meeting;
member. consent to corporate actions without meetings;
waiver of notice of meetings.—
617.0606 Resignation of members.— (1) The frequency of all meetings of members, the
(1) Except as may be provided in the articles of time and manner of notice of such meetings, the
incorporation or bylaws of a corporation, a member conduct and adjournment of such meetings, the
of a mutual benefit corporation may not transfer a determination of members entitled to notice or to
membership or any right arising from membership. vote at such meetings, and the number or voting
(2) The resignation of a member does not relieve power of members necessary to constitute a
the member from any obligations that the member quorum, shall be determined by or in accordance
may have to the corporation as a result of with the articles of incorporation or the bylaws. The
obligations incurred or commitments made before place and time of all meetings may be determined
resignation. by the board of directors.
(2) Failure to hold an annual meeting does not
617.0607 Termination, expulsion, and cause a forfeiture or give cause for dissolution of
suspension.— the corporation, nor does such failure affect
(1) A member of a corporation may not be otherwise valid corporate acts, except as provided in
expelled or suspended, and a membership in the s. 617.1430 in the case of a deadlock among the
corporation may not be terminated or suspended, directors or the members.
except pursuant to a procedure that is fair and (3) Except as provided in the articles of
reasonable and is carried out in good faith. incorporation or bylaws, special meetings of the
(2) Any written notice given by mail must be members may be called by:
delivered by certified mail or first-class mail to the (a) The president;
last address of the member shown on the records of (b) The chair of the board of directors;
the corporation. (c) The board of directors;
(3) Any proceeding challenging an expulsion, (d) Other officers or persons as are provided for in
suspension, or termination, including a proceeding the articles of incorporation or the bylaws;
in which the defective notice is alleged, must be (e) The holders of at least 5 percent of the voting
commenced within 1 year after the effective date of power of a corporation when one or more written
the expulsion, suspension, or termination. demands for the meeting, which describe the
(4) A member who has been expelled or purpose for which the meeting is to be held, are
suspended may be liable to the corporation for dues, signed, dated, and delivered to a corporate officer;
assessments, or fees as a result of obligations or

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(f) A person who signs a demand for a special (d) A consent signed under this section has the
meeting pursuant to paragraph (e) if notice for a effect of a meeting vote and may be described as
special meeting is not given within 30 days after such in any document.
receipt of the demand. The person signing the (e) If the action to which the members consent is
demand may set the time and place of the meeting such as would have required the filing of articles or
and give notice under this subsection. a certificate under any other section of this chapter
(4) Unless otherwise provided in the articles of if such action had been voted on by members at a
incorporation, action required or permitted by this meeting, the articles or certificate filed under such
chapter to be taken at an annual or special meeting other section must state that written consent has
of members may be taken without a meeting, been given in accordance with this section.
without prior notice, and without a vote if the action (f) Whenever action is taken pursuant to this
is taken by the members entitled to vote on such section, the written consent of the members
action and having not less than the minimum consenting to such action or the written reports of
number of votes necessary to authorize such action inspectors appointed to tabulate such consents must
at a meeting at which all members entitled to vote be filed with the minutes of member proceedings.
on such action were present and voted. (5)(a) Notice of a meeting of members need not be
(a) To be effective, the action must be evidenced given to any member who signs a waiver of notice,
by one or more written consents describing the in person or by proxy, either before or after the
action taken, dated and signed by approving meeting. Unless required by the bylaws, neither the
members having the requisite number of votes and affairs transacted nor the purpose of the meeting
entitled to vote on such action, and delivered to the need be specified in the waiver.
corporation to its principal office in this state, its (b) Attendance of a member at a meeting, either in
principal place of business, the corporate secretary, person or by proxy, constitutes waiver of notice and
or another officer or agent of the corporation having waiver of any and all objections to the place of the
custody of the book in which proceedings of meeting, the time of the meeting, or the manner in
meetings of members are recorded. Written consent which it has been called or convened, unless the
to take the corporate action referred to in the member attends a meeting solely for the purpose of
consent is not effective unless the consent is signed stating, at the beginning of the meeting, any such
by members having the requisite number of votes objection or objections to the transaction of affairs.
necessary to authorize the action within 90 days (6) Subsections (1) and (3) do not apply to any
after the date of the earliest dated consent and is corporation that is an association as defined in s.
delivered in the manner required by this section. 720.301; a corporation regulated by chapter 718,
(b) Any written consent may be revoked prior to chapter 719, chapter 720, chapter 721, or chapter
the date that the corporation receives the required 723; or a corporation where membership in such
number of consents to authorize the proposed corporation is required pursuant to a document
action. A revocation is not effective unless in recorded in the county property records.
writing and until received by the corporation at its
principal office in this state or its principal place of 617.0721 Voting by members.—
business, or received by the corporate secretary or (1) Members are not entitled to vote except as
other officer or agent of the corporation having conferred by the articles of incorporation or the
custody of the book in which proceedings of bylaws.
meetings of members are recorded. (2) A member who is entitled to vote may vote in
(c) Within 30 days after obtaining authorization person or, unless the articles of incorporation or the
by written consent, notice must be given to those bylaws otherwise provide, may vote by proxy
members who are entitled to vote on the action but executed in writing by the member or by his or her
who have not consented in writing. The notice must duly authorized attorney in fact. An appointment of
fairly summarize the material features of the a proxy is not valid after 11 months following the
authorized action.

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date of its execution unless otherwise provided in relation thereto, unless, before a vote is taken or a
the proxy. waiver or consent is acted upon, it appears pursuant
(a) If directors or officers are to be elected by to a certified copy of the bylaws or resolution of the
members, the bylaws may provide that such board of directors or executive committee of the
elections may be conducted by mail. member corporation that such authority does not
(b) A corporation may reject a vote, consent, exist or is vested in some other officer or person. In
waiver, or proxy appointment if the secretary or the absence of such certification, a person executing
other officer or agent authorized to tabulate votes, any such proxies, waivers, or consents or presenting
acting in good faith, has a reasonable basis for himself or herself at a meeting as one of such
doubting the validity of the signature on it or the officers of a corporate member shall be, for the
signatory’s authority to sign for the member. purposes of this section, conclusively deemed to be
(3) If authorized by the board of directors, and duly elected, qualified, and acting as such officer
subject to such guidelines and procedures as the and to be fully authorized. In the case of conflicting
board of directors may adopt, members and proxy representation, the corporate member shall be
holders who are not physically present at a meeting represented by its senior officer, in the order stated
may, by means of remote communication: in this subsection.
(a) Participate in the meeting. (5) The articles of incorporation or the bylaws
(b) Be deemed to be present in person and vote at may provide that, in all elections for directors, every
the meeting if: member entitled to vote has the right to cumulate
1. The corporation implements reasonable means his or her votes and to give one candidate a number
to verify that each person deemed present and of votes equal to the number of votes he or she
authorized to vote by means of remote could give if one director were being elected
communication is a member or proxy holder; and multiplied by the number of directors to be elected
2. The corporation implements reasonable or to distribute such votes on the same principles
measures to provide such members or proxy holders among any number of such candidates. A
with a reasonable opportunity to participate in the corporation may not have cumulative voting unless
meeting and to vote on matters submitted to the such voting is expressly authorized in the articles of
members, including an opportunity to communicate incorporation.
and to read or hear the proceedings of the meeting (6) If a corporation has no members or its
substantially concurrent with the proceedings. members do not have the right to vote, the directors
If any member or proxy holder votes or takes other shall have the sole voting power.
action by means of remote communication, a record (7) Subsections (1), (5), and (6) do not apply to a
of that member’s participation in the meeting must corporation that is an association, as defined in s.
be maintained by the corporation in accordance with 720.301, or a corporation regulated by chapter 718
s. 617.1601. or chapter 719.

(4) If any corporation, whether for profit or not for 617.0725 Quorum.—An amendment to the
profit, is a member of a corporation organized under articles of incorporation or the bylaws which adds,
this chapter, the chair of the board, president, any changes, or deletes a greater or lesser quorum or
vice president, the secretary, or the treasurer of the voting requirement must meet the same quorum or
member corporation, and any such officer or cashier voting requirement and be adopted by the same vote
or trust officer of a banking or trust corporation and voting groups required to take action under the
holding such membership, and any like officer of a quorum and voting requirements then in effect or
foreign corporation whether for profit or not for proposed to be adopted, whichever is greater.
profit, holding membership in a domestic
corporation, shall be deemed by the corporation in 617.07401 Members’ derivative actions.—
which membership is held to have the authority to (1) A person may not commence a proceeding in
vote on behalf of the member corporation and to the right of a domestic or foreign corporation unless
execute proxies and written waivers and consents in

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the person was a member of the corporation when members, the court shall direct that notice be given
the transaction complained of occurred or unless the to the members affected. The court may determine
person became a member through transfer by which party or parties to the proceeding shall bear
operation of law from one who was a member at the expense of giving the notice.
that time. (5) Upon termination of the proceeding, the court
(2) A complaint in a proceeding brought in the may require the plaintiff to pay any defendant’s
right of a domestic or foreign corporation must be reasonable expenses, including reasonable
verified and allege with particularity the demand attorney’s fees, incurred in defending the
made to obtain action by the board of directors and proceeding if it finds that the proceeding was
that the demand was refused or ignored by the board commenced without reasonable cause.
of directors for at least 90 days after the date of the (6) The court may award reasonable expenses for
first demand unless, before the expiration of the 90 maintaining the proceeding, including reasonable
days, the person was notified in writing that the attorney’s fees, to a successful plaintiff or to the
corporation rejected the demand, or unless person commencing the proceeding who receives
irreparable injury to the corporation would result by any relief, whether by judgment, compromise, or
waiting for the expiration of the 90-day period. If settlement, and may require that the person account
the corporation commences an investigation of the for the remainder of any proceeds to the
charges made in the demand or complaint, the court corporation; however, this subsection does not
may stay any proceeding until the investigation is apply to any relief rendered for the benefit of
completed. injured members only and is limited to a recovery of
(3) The court may dismiss a derivative proceeding the loss or damage of the injured members.
if, on motion by the corporation, the court finds that
one of the groups specified in paragraphs (a)-(c) has 617.0801 Duties of board of directors.—All
made a good faith determination after conducting a corporate powers must be exercised by or under the
reasonable investigation upon which its conclusions authority of, and the affairs of the corporation
are based that the maintenance of the derivative suit managed under the direction of, its board of
is not in the best interests of the corporation. The directors, subject to any limitation set forth in the
corporation has the burden of proving the articles of incorporation.
independence and good faith of the group making
the determination and the reasonableness of the 617.0802 Qualifications of directors.—
investigation. The determination shall be made by: (1) Directors must be natural persons who are 18
(a) A majority vote of independent directors years of age or older but need not be residents of
present at a meeting of the board of directors, if the this state or members of the corporation unless the
independent directors constitute a quorum; articles of incorporation or bylaws so require. For a
(b) A majority vote of a committee consisting of corporation organized according to the provisions of
two or more independent directors appointed by a s. 501(c)(3) of the Internal Revenue Code of 1986,
majority vote of independent directors present at a as amended, but not for a corporation regulated by
meeting of the board of directors, whether or not chapter 718, chapter 719, chapter 720, chapter 721,
such independent directors constitute a quorum; or or chapter 723 or a corporation for which
(c) A panel of one or more independent persons membership in such corporation is required
appointed by the court upon motion by the pursuant to a document recorded in the county
corporation. property records, one director may be 15 years of
(4) A proceeding commenced under this section age or older if so permitted in the articles of
may not be discontinued or settled without the incorporation or bylaws or by resolution of the
approval of the court. If the court determines that a board of directors. The articles of incorporation or
proposed discontinuance or settlement substantially the bylaws may prescribe additional qualifications
affects the interest of the members of the for directors.
corporation, or a class, series, or voting group of

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(2) In the event that the eligibility to serve as a directors provides that the successor does not take
member of the board of directors of a condominium office until the effective date.
association, cooperative association, homeowners’
association, or mobile home owners’ association is 617.0808 Removal of directors.—
restricted to membership in such association and (1) Subject to subsection (2), a director may be
membership is appurtenant to ownership of a unit, removed from office pursuant to procedures
parcel, or mobile home, a grantor of a trust provided in the articles of incorporation or the
described in s. 733.707(3), or a beneficiary as bylaws, which shall provide the following, and if
defined in former s. 737.303(4)(b) of a trust which they do not do so, shall be deemed to include the
owns a unit, parcel, or mobile home shall be following:
deemed a member of the association and eligible to (a) Any member of the board of directors may be
serve as a director of the condominium association, removed from office with or without cause by:
cooperative association, homeowners’ association, 1. Except as provided in paragraph (i), a majority
or mobile home owners’ association, provided that of all votes of the directors, if the director was
said beneficiary occupies the unit, parcel, or mobile elected or appointed by the directors; or
home. 2. A majority of all votes of the members, if the
director was elected or appointed by the members.
617.0803 Number of directors.— (b) If a director is elected by a class, chapter, or
(1) A board of directors must consist of three or other organizational unit, or by region or other
more individuals, with the number specified in or geographic grouping, the director may be removed
fixed in accordance with the articles of only by the members of that class, chapter, unit, or
incorporation or the bylaws. grouping. However:
(2) The number of directors may be increased or 1. A director may be removed only if the number
decreased from time to time by amendment to, or in of votes cast to remove the director would be
the manner provided in, the articles of incorporation sufficient to elect the director at a meeting to elect
or the bylaws, but the corporation must never have directors, except as provided in subparagraphs 2.
fewer than three directors. and 3.
(3) Directors shall be elected or appointed in the 2. If cumulative voting is authorized, a director
manner and for the terms provided in the articles of may not be removed if the number of votes
incorporation or the bylaws. sufficient to elect the director under cumulative
History.—s. 40, ch. 90-179. voting is voted against the removal of the director.
617.0806 Staggered terms for directors.—The 3. If at the beginning of the term of a director the
articles of incorporation or bylaws may provide that articles of incorporation or bylaws provide that the
directors be divided into classes. Each director shall director may be removed for missing a specified
hold office for the term to which he or she is elected number of board meetings, the board may remove
or appointed and until his or her successor has been the director for failing to attend the specified
elected or appointed and qualified or until his or her number of meetings. The director may be removed
earlier resignation, removal from office, or death. only if a majority of the directors then in office vote
for the removal.
617.0807 Resignation of directors.— (c) The notice of a meeting to recall a member or
(1) A director may resign at any time by members of the board of directors shall state the
delivering written notice to the board of directors or specific directors sought to be removed.
its chair or to the corporation. (d) A proposed removal of a director at a meeting
(2) A resignation is effective when the notice is shall require a separate vote for each director whose
delivered unless the notice specifies a later effective removal is sought. Where removal is sought by
date. If a resignation is made effective at a later written consent, a separate consent is required for
date, the board of directors may fill the pending each director to be removed.
vacancy before the effective date if the board of

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(e) If removal is effected at a meeting, any class, chapter, unit, or group, or by a majority of the
vacancies created shall be filled by the members or directors then in office elected by such class,
directors eligible to vote for the removal. chapter, unit, or group.
(f) Any director who is removed from the board is (3) The term of a director elected or appointed to
not eligible to stand for reelection until the next fill a vacancy expires at the next annual meeting at
annual meeting at which directors are elected. which directors are elected. Any directorship to be
(g) Any director removed from office shall turn filled by reason of an increase in the number of
over to the board of directors within 72 hours any directors may be filled by the board of directors, but
and all records of the corporation in his or her only for a term of office continuing until the next
possession. election of directors by the members or, if the
(h) If a director who is removed does not corporation has no members or no members having
relinquish his or her office or turn over records as the right to vote thereon, for such term of office as
required under this section, the circuit court in the is provided in the articles of incorporation or the
county where the corporation’s principal office is bylaws.
located may summarily order the director to (4) A vacancy that will occur at a specific later
relinquish his or her office and turn over corporate date, by reason of a resignation effective at a later
records upon application of any member. date under s. 617.0807 or otherwise, may be filled
(i) A director elected or appointed by the board before the vacancy occurs. However, the new
may be removed without cause by a vote of two- director may not take office until the vacancy
thirds of the directors then in office or such greater occurs.
number as is set forth in the articles of incorporation
or bylaws. 617.08101 Compensation of directors.—Unless
(2) A director of a corporation described in s. the articles of incorporation or the bylaws provide
501(c) of the Internal Revenue Code may be otherwise, the board of directors may fix the
removed from office pursuant to procedures compensation of directors.
provided in the articles of incorporation or the
bylaws, and the corporation may provide in the 617.0820 Meetings.—
articles of incorporation or the bylaws that it is (1) The board of directors may hold regular or
subject to the provisions of subsection (1). special meetings in or out of this state.
(3) This section does not apply to any corporation (2) A majority of the directors present, whether or
that is an association, as defined in s. 720.301, or a not a quorum exists, may adjourn any meeting of
corporation regulated under chapter 718 or chapter the board of directors to another time and place.
719. Unless the bylaws otherwise provide, notice of any
such adjourned meeting shall be given to the
617.0809 Board vacancy.— directors who were not present at the time of the
(1) Except as provided in s. 617.0808(1)(f), any adjournment and, unless the time and place of the
vacancy occurring on the board of directors may be adjourned meeting are announced at the time of the
filled by the affirmative vote of the majority of the adjournment, to the other directors.
remaining directors, even though the remaining (3) Meetings of the board of directors may be
directors constitute less than a quorum, or by the called by the chair of the board or by the president
sole remaining director or, if the vacancy is not so unless otherwise provided in the articles of
filled or if no director remains, by the members or, incorporation or the bylaws.
on the application of any person, by the circuit court (4) Unless the articles of incorporation or the
of the county where the registered office of the bylaws provide otherwise, the board of directors
corporation is located. may permit any or all directors to participate in a
(2) Whenever a vacancy occurs with respect to a regular or special meeting by, or conduct the
director elected by a class, chapter, unit, or group, meeting through the use of, any means of
the vacancy may be filled only by members of that communication by which all directors participating

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may simultaneously hear each other during the any objection to the transaction of affairs because
meeting. A director participating in a meeting by the meeting is not lawfully called or convened.
this means is deemed to be present in person at the
meeting. 617.0824 Quorum and voting.—
(1) Unless the articles of incorporation or the
617.0821 Action by directors without a bylaws require a different number, a quorum of a
meeting.— board of directors consists of a majority of the
(1) Unless the articles of incorporation or the number of directors prescribed by the articles of
bylaws provide otherwise, action required or incorporation or the bylaws. Directors younger than
permitted by this act to be taken at a board of 18 years of age may not be counted toward a
directors’ meeting or committee meeting may be quorum.
taken without a meeting if the action is taken by all (2) The articles of incorporation may authorize a
members of the board or of the committee. The quorum of a board of directors to consist of less
action must be evidenced by one or more written than a majority but no fewer than one-third of the
consents describing the action taken and signed by prescribed number of directors determined under the
each director or committee member. articles of incorporation or the bylaws.
(2) Action taken under this section is effective (3) If a quorum is present when a vote is taken,
when the last director signs the consent, unless the the affirmative vote of a majority of directors
consent specifies a different effective date. present is the act of the board of directors unless the
(3) A consent signed under this section has the articles of incorporation or the bylaws require the
effect of a meeting vote and may be described as vote of a greater number of directors.
such in any document. (4) A director of a corporation who is present at a
meeting of the board of directors or a committee of
617.0822 Notice of meetings.— the board of directors when corporate action is taken
(1) Unless the articles of incorporation or the is deemed to have assented to the action taken
bylaws provide otherwise, regular meetings of the unless:
board of directors may be held without notice of the (a) The director objects, at the beginning of the
date, time, place, or purpose of the meeting. meeting or promptly upon his or her arrival, to
(2) Unless the articles of incorporation or the holding the meeting or transacting specified affairs
bylaws provide for a longer or shorter period, a at the meeting; or
special meeting of the board of directors must be (b) The director votes against or abstains from the
preceded by at least 2 days’ notice of the date, time, action taken.
and place of the meeting. The notice need not
describe the purpose of the special meeting unless 617.0825 Committees.—
required by the articles of incorporation or the (1) Unless the articles of incorporation or the
bylaws. bylaws otherwise provide, the board of directors, by
resolution adopted by a majority of the full board of
617.0823 Waiver of notice.—Notice of a meeting directors, may designate from among its members
of the board of directors need not be given to any an executive committee and one or more other
director who signs a waiver of notice either before committees each of which, to the extent provided in
or after the meeting. Attendance of a director at a such resolution or in the articles of incorporation or
meeting shall constitute a waiver of notice of such the bylaws of the corporation, shall have and may
meeting and a waiver of any and all objections to exercise all the authority of the board of directors,
the place of the meeting, the time of the meeting, or except that no such committee shall have the
the manner in which it has been called or convened, authority to:
except when a director states, at the beginning of the (a) Approve or recommend to members actions or
meeting or promptly upon arrival at the meeting, proposals required by this act to be approved by
members.

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(b) Fill vacancies on the board of directors or any (b) Legal counsel, public accountants, or other
committee thereof. persons as to matters the director reasonably
(c) Adopt, amend, or repeal the bylaws. believes are within the persons’ professional or
(2) Unless the articles of incorporation or the expert competence; or
bylaws provide otherwise, ss. 617.0820, 617.0822, (c) A committee of the board of directors of which
617.0823, and 617.0824, which govern meetings, he or she is not a member if the director reasonably
notice and waiver of notice, and quorum and voting believes the committee merits confidence.
requirements of the board of directors, apply to (3) A director is not acting in good faith if he or
committees and their members as well. she has knowledge concerning the matter in
(3) Each committee must have two or more question that makes reliance otherwise permitted by
members who serve at the pleasure of the board of subsection (2) unwarranted.
directors. The board, by resolution adopted in (4) A director is not liable for any action taken as
accordance with subsection (1), may designate one a director, or any failure to take any action, if he or
or more directors as alternate members of any such she performed the duties of his or her office in
committee who may act in the place and stead of compliance with this section.
any absent member or members at any meeting of
such committee. 617.0831 Indemnification and liability of
(4) Neither the designation of any such officers, directors, employees, and agents.—
committee, the delegation thereto of authority, nor Except as provided in s. 617.0834, ss. 607.0831 and
action by such committee pursuant to such authority 607.0850 apply to a corporation organized under
shall alone constitute compliance by any member of this act and a rural electric cooperative organized
the board of directors not a member of the under chapter 425. Any reference to “directors” in
committee in question with his or her responsibility those sections includes the directors, managers, or
to act in good faith, in a manner he or she trustees of a corporation organized under this act or
reasonably believes to be in the best interests of the of a rural electric cooperative organized under
corporation, and with such care as an ordinarily chapter 425. However, the term “director” as used
prudent person in a like position would use under in ss. 607.0831 and 607.0850 does not include a
similar circumstances. director appointed by the developer to the board of
directors of a condominium association under
617.0830 General standards for directors.— chapter 718, a cooperative association under chapter
(1) A director shall discharge his or her duties as a 719, a homeowners’ association defined in s.
director, including his or her duties as a member of 720.301, or a timeshare managing entity under
a committee: chapter 721. Any reference to “shareholders” in
(a) In good faith; those sections includes members of a corporation
(b) With the care an ordinarily prudent person in a organized under this act and members of a rural
like position would exercise under similar electric cooperative organized under chapter 425.
circumstances; and
(c) In a manner he or she reasonably believes to be 617.0832 Director conflicts of interest.—
in the best interests of the corporation. (1) No contract or other transaction between a
(2) In discharging his or her duties, a director may corporation and one or more of its directors or any
rely on information, opinions, reports, or other corporation, firm, association, or entity in
statements, including financial statements and other which one or more of its directors are directors or
financial data, if prepared or presented by: officers or are financially interested shall be either
(a) One or more officers or employees of the void or voidable because of such relationship or
corporation whom the director reasonably believes interest, because such director or directors are
to be reliable and competent in the matters present at the meeting of the board of directors or a
presented; committee thereof which authorizes, approves, or
ratifies such contract or transaction, or because his

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or her or their votes are counted for such purpose, transaction is approved under other sections of this
if: chapter. A majority in interest of the members
(a) The fact of such relationship or interest is entitled to vote on the transaction under this
disclosed or known to the board of directors or subsection constitutes a quorum for the purpose of
committee which authorizes, approves, or ratifies taking action under this section. As used in this
the contract or transaction by a vote or consent subsection, the term “majority in interest” refers to a
sufficient for the purpose without counting the votes majority of the voting shares or other voting units
or consents of such interested directors; allotted to the members.
(b) The fact of such relationship or interest is
disclosed or known to the members entitled to vote 617.0833 Loans to directors or officers.—
on such contract or transaction, if any, and they Loans, other than through the purchase of bonds,
authorize, approve, or ratify it by vote or written debentures, or similar obligations of the type
consent; or customarily sold in public offerings, or through
(c) The contract or transaction is fair and ordinary deposit of funds in a bank, may not be
reasonable as to the corporation at the time it is made by a corporation to its directors or officers, or
authorized by the board, a committee, or the to any other corporation, firm, association, or other
members. entity in which one or more of its directors or
(2) For purposes of paragraph (1)(a) only, a officers is a director or officer or holds a substantial
conflict-of-interest transaction is authorized, financial interest, except a loan by one corporation
approved, or ratified if it receives the affirmative which is exempt from federal income taxation under
vote of a majority of the directors on the board of s. 501(c)(3) of the Internal Revenue Code of 1986,
directors, or on the committee, who have no as amended, to another corporation which is exempt
relationship or interest in the transaction described from federal income taxation under s. 501(c)(3) of
in subsection (1), but a transaction may not be the Internal Revenue Code of 1986, as amended. A
authorized, approved, or ratified under this section loan made in violation of this section is a violation
by a single director. If a majority of the directors of the duty to the corporation of the directors or
who have no relationship or interest in the officers authorizing it or participating in it, but the
transaction vote to authorize, approve, or ratify the obligation of the borrower with respect to the loan is
transaction, a quorum is present for the purpose of not affected.
taking action under this section. The presence of, or
a vote cast by, a director having a relationship or 617.0834 Officers and directors of certain
interest in the transaction does not affect the validity corporations and associations not for profit;
of any action taken under paragraph (1)(a) if the immunity from civil liability.—
transaction is otherwise authorized, approved, or (1) An officer or director of a nonprofit
ratified as provided in subsection (1), but such organization recognized under s. 501(c)(3) or s.
presence or vote of such a director may be counted 501(c)(4) or s. 501(c)(6) of the Internal Revenue
for purposes of determining whether the transaction Code of 1986, as amended, or of an agricultural or a
is approved under other sections of this chapter. horticultural organization recognized under s.
(3) For purposes of paragraph (1)(b), a conflict-of- 501(c)(5), of the Internal Revenue Code of 1986, as
interest transaction is authorized, approved, or amended, is not personally liable for monetary
ratified if it receives the vote of a majority in damages to any person for any statement, vote,
interest of the members entitled to vote under this decision, or failure to take an action, regarding
subsection. A director who has a relationship or organizational management or policy by an officer
interest in the transaction described in subsection or director, unless:
(1) may not vote to determine whether to authorize, (a) The officer or director breached or failed to
approve, or ratify a conflict-of-interest transaction perform his or her duties as an officer or director;
under paragraph (1)(b). However, the vote of that and
director is counted in determining whether the

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(b) The officer’s or director’s breach of, or failure (a) Engage in any act of “self-dealing,” as defined
to perform, his or her duties constitutes: in s. 4941(d), which would give rise to any liability
1. A violation of the criminal law, unless the for the tax imposed by s. 4941(a);
officer or director had reasonable cause to believe (b) Retain any “excess business holdings,” as
his or her conduct was lawful or had no reasonable defined in s. 4943(c), which would give rise to any
cause to believe his or her conduct was unlawful. A liability for the tax imposed by s. 4943(a);
judgment or other final adjudication against an (c) Make any investment which would jeopardize
officer or director in any criminal proceeding for the carrying out of any of its exempt purposes,
violation of the criminal law estops that officer or within the meaning of s. 4944, so as to give rise to
director from contesting the fact that his or her any liability for the tax imposed by s. 4944(a); and
breach, or failure to perform, constitutes a violation (d) Make any “taxable expenditures,” as defined
of the criminal law, but does not estop the officer or in s. 4945(d), which would give rise to any liability
director from establishing that he or she had for the tax imposed by s. 4945(a).
reasonable cause to believe that his or her conduct (3) Each corporation, during the period it is a
was lawful or had no reasonable cause to believe “private foundation” as defined in s. 509, shall
that his or her conduct was unlawful; distribute, for the purposes specified in its articles of
2. A transaction from which the officer or director incorporation or organization, for each taxable year,
derived an improper personal benefit, directly or amounts at least sufficient to avoid liability for the
indirectly; or tax imposed by s. 4942(a).
3. Recklessness or an act or omission that was (4) The provisions of subsections (2) and (3) do
committed in bad faith or with malicious purpose or not apply to any corporation to the extent that a
in a manner exhibiting wanton and willful disregard court of competent jurisdiction determines that such
of human rights, safety, or property. application would be contrary to the terms of the
(2) For the purposes of this section, the term: articles of incorporation or organization or other
(a) “Recklessness” means the acting, or omission instrument governing such corporation or governing
to act, in conscious disregard of a risk: the administration of charitable funds held by it and
1. Known, or so obvious that it should have been that the same may not properly be changed to
known, to the officer or director; and conform to such subsections.
2. Known to the officer or director, or so obvious (5) This section shall not impair the rights and
that it should have been known, to be so great as to powers of the courts or of the Department of Legal
make it highly probable that harm would follow Affairs with respect to any corporation.
from such action or omission.
(b) “Director” means a person who serves as a 617.0840 Required officers.—
director, trustee, or member of the governing board (1) A corporation shall have the officers described
of an organization. in its articles of incorporation or its bylaws who
(c) “Officer” means a person who serves as an shall be elected or appointed at such time and for
officer without compensation except reimbursement such terms as is provided in the articles of
for actual expenses incurred or to be incurred. incorporation or the bylaws. In the absence of any
such provisions, all officers shall be elected or
617.0835 Prohibited activities by private appointed by the board of directors annually.
foundations.— (2) A duly appointed officer may appoint one or
(1) As used in this section, section references, more officers or assistant officers if authorized by
unless otherwise indicated, refer to the Internal the bylaws or the board of directors.
Revenue Code of 1986, as amended, Title 26 of the (3) The bylaws or the board of directors shall
United States Code, including corresponding delegate to one of the officers responsibility for
provisions of any subsequent federal tax laws. preparing minutes of the directors’ and members’
(2) A corporation, during the period it is a “private meetings and for authenticating records of the
foundation” as defined in s. 509(a), may not: corporation.

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(4) The same individual may simultaneously hold legislative charters, together with a certificate
more than one office in a corporation. containing the provisions required in original
articles of incorporation by s. 617.0202, and
617.0841 Duties of officers.—Each officer has accepting the provisions of this act.
the authority and shall perform the duties set forth (2) A certificate of reincorporation must be
in the bylaws or, to the extent consistent with the executed in accordance with s. 617.01201, and it
bylaws, the duties prescribed by the board of must show that its issuance was duly authorized by
directors or by direction of any officer authorized by a meeting of its members regularly called, or if there
the bylaws or the board of directors to prescribe the are no members entitled to vote on reincorporation,
duties of other officers. by a meeting of its board of directors. Upon the
filing of a certificate of reincorporation in
617.0842 Resignation and removal of accordance with s. 617.01201, the corporation shall
officers.— be deemed to be incorporated under this act and the
(1) An officer may resign at any time by certificate shall constitute its articles of
delivering notice to the corporation. A resignation is incorporation.
effective when the notice is delivered unless the (3) The corporation shall then be entitled to and
notice specifies a later effective date. If a be possessed of all the privileges, franchises, and
resignation is made effective at a later date and the powers as if originally incorporated under this act,
corporation accepts the future effective date, its and all the properties, rights, and privileges
board of directors may fill the pending vacancy belonging to the corporation prior to
before the effective date if the board of directors reincorporation, which were acquired by gift, grant,
provides that the successor does not take office until conveyance, assignment, or otherwise are hereby
the effective date of the pending vacancy. ratified, approved, confirmed, and assured to the
(2) A board of directors may remove any officer at corporation with like effect and to all intents and
any time with or without cause. Any officer or purposes as if they had been originally acquired
assistant officer, if appointed by another officer, pursuant to incorporation under this act. However,
may likewise be removed by such officer. any corporation reincorporating under this act shall
be subject to all the contracts, duties, and
617.0843 Contract rights of officers.— obligations resting upon the corporation prior to
(1) The appointment of an officer does not itself reincorporation or to which the corporation shall
create contract rights. then be in any way liable.
(2) An officer’s removal does not affect the
officer’s contract rights, if any, with the corporation. 617.1001 Authority to amend the articles of
An officer’s resignation does not affect the incorporation.—
corporation’s contract rights, if any, with the officer. (1) A corporation may amend its articles of
incorporation at any time as provided in this act.
617.0901 Reincorporation.— (2) A member of the corporation does not have a
(1) Any corporation which has a charter approved vested property right resulting from any provision in
by a circuit judge under former chapter 617, Florida the articles of incorporation, including provisions
Statutes (1989), or a charter granted by the relating to management, control, purpose, or
Legislature of this state, on or prior to September 1, duration of the corporation.
1959, the effective date of chapter 59-427, Laws of
Florida, may reincorporate under this act by filing 617.1002 Procedure for amending articles of
with the Department of State a copy of its charter incorporation.—
and all amendments thereto, certified by the clerk of (1) Unless the articles of incorporation provide an
the circuit court of the county wherein recorded, as alternative procedure, amendments to the articles of
to charters and amendments granted by circuit incorporation must be made in the following
judges, and by the Department of State, as to manner:

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(a) If there are members entitled to vote on a

proposed amendment to the articles of 617.1007 Restated articles of incorporation.—
incorporation, the board of directors must adopt a (1) A corporation’s board of directors may restate
resolution setting forth the proposed amendment its articles of incorporation at any time with or
and directing that it be submitted to a vote at a without a vote of the members.
meeting of members entitled to vote on the (2) The restatement may include one or more
proposed amendment, which may be either an amendments to the articles of incorporation. If the
annual or a special meeting. Written notice setting restatement includes an amendment requiring
forth the proposed amendment or a summary of the member approval, it must be adopted as provided in
changes to be effected by the amendment must be s. 617.1002.
given to each member entitled to vote at such (3) A corporation restating its articles of
meeting in accordance with the articles of incorporation shall deliver to the department for
incorporation or the bylaws. The proposed filing articles of restatement, executed in
amendment shall be adopted upon receiving at least accordance with s. 617.01201, setting forth the
a majority, or any larger or smaller percentage name of the corporation and the text of the restated
specified in the articles of incorporation or the articles of incorporation together with a certificate
bylaws, of the votes which members present at such setting forth:
meeting or represented by proxy are entitled to cast; (a) Whether the restatement contains an
or amendment to the articles of incorporation requiring
(b) If there are no members or if members are not member approval and, if it does not, that the board
entitled to vote on proposed amendments to the of directors adopted the restatement; or
articles of incorporation, an amendment may be (b) If the restatement contains an amendment to
adopted at a meeting of the board of directors by a the articles of incorporation requiring member
majority vote of the directors then in office. approval, the information required by s. 617.1006.
(2) Unless otherwise provided in the articles of (4) Duly adopted restated articles of incorporation
incorporation, members entitled to vote on proposed supersede the original articles of incorporation and
amendments to the articles of incorporation may all amendments to them.
amend the articles of incorporation, without action (5) The Department of State may certify restated
by the directors, at a meeting for which notice of the articles of incorporation, as the articles of
changes to be made is given. incorporation currently in effect, without including
(3) Any number of amendments may be submitted the certificate information required by subsection
and voted upon at any one meeting. (3).

617.1006 Contents of articles of amendment.— 617.1008 Amendment pursuant to

The articles of amendment must be executed by the reorganization.—
corporation as provided in s. 617.01201 and must (1) A corporation’s articles of incorporation may
set forth: be amended without action by the board of directors
(1) The name of the corporation; or members to carry out a plan of reorganization
(2) The text of each amendment adopted; ordered or decreed by a court of competent
(3) If there are members entitled to vote on a jurisdiction under any federal or state law if the
proposed amendment, the date of the adoption of articles of incorporation, after amendment, contain
the amendment by the members and a statement that only provisions required or permitted by s.
the number of votes cast for the amendment was 617.0202.
sufficient for approval; and (2) The individual or individuals designated by the
(4) If there are no members or if members are not court shall deliver to the Department of State for
entitled to vote on a proposed amendment, a filing articles of amendment setting forth:
statement of such fact and the date of the adoption (a) The name of the corporation;
of the amendment by the board of directors.

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(b) The text of each amendment approved by the (a) Amendments to, or a restatement of, the
court; articles of incorporation of the surviving
(c) The date of the court’s order or decree corporation;
approving the articles of amendment; (b) The effective date of the merger, which may
(d) The title of the reorganization proceeding in be on or after the date of filing the articles of
which the order or decree was entered; and incorporation or merger; or
(e) A statement that the court had jurisdiction of (c) Other provisions relating to the merger.
the proceeding under federal or state law. History.—s. 69, ch. 90-179; s. 35, ch. 2009-205.
(3) This section does not apply after entry of a 617.1102 Limitation on merger.—A corporation
final decree in the reorganization proceeding even not for profit organized under this chapter may
though the court retains jurisdiction of the merge with one or more other business entities, as
proceeding for limited purposes unrelated to identified in s. 607.1108(1), only if the surviving
consummation of the reorganization plan. entity of such merger is a corporation not for profit
or other business entity that has been organized as a
617.1009 Effect of amendment.—An not-for-profit entity under a governing statute or
amendment to articles of incorporation does not other applicable law that allows such a merger.
affect a cause of action existing against or in favor
of the corporation, a proceeding to which the 617.1103 Approval of plan of merger;
corporation is a party, or the existing rights of abandonment of plan thereafter.—
persons other than members of the corporation. An (1) A plan of merger must be adopted in the
amendment changing a corporation’s name does not following manner:
abate a proceeding brought by or against the (a) If the members of any merging corporation are
corporation in its former name. entitled to vote on a plan of merger, the board of
directors of such corporation must adopt a
617.1101 Plan of merger.— resolution approving the proposed plan and
(1) Any two or more domestic corporations may directing that it be submitted to a vote at a meeting
merge into one domestic corporation pursuant to a of members entitled to vote on the proposed plan,
plan of merger approved in the manner provided in which may be either an annual or special meeting.
this section. Written notice setting forth the proposed plan or a
(2) Each corporation must adopt a plan of merger summary thereof must be given to each member
setting forth: entitled to vote at such meeting in accordance with
(a) The names of the corporations proposing to the articles of incorporation or the bylaws. The
merge and the name of the surviving corporation proposed plan shall be adopted upon receiving at
into which each other corporation plans to merge, least a majority of the votes which members present
which is designated as the surviving corporation; at each such meeting or represented by proxy are
(b) The terms and conditions of the proposed entitled to cast; or
merger; (b) If a merging corporation has no members or if
(c) A statement of any changes in the articles of its members are not entitled to vote on a plan of
incorporation of the surviving corporation to be merger, such plan may be adopted at a meeting of
effected by such merger; and its board of directors by a majority vote of the
(d) The manner and basis, if any, of converting the directors then in office.
memberships of each merging corporation into (2) Unless a plan of merger prohibits
memberships, obligations, or securities of the abandonment of the merger without approval by the
surviving corporation or any other corporation or, in members entitled to vote on the plan of merger,
whole or in part, into cash or other property. after authorization for a planned merger by a vote of
(3) The plan of merger may set forth: members, the board of directors may, in its
discretion, abandon such planned merger, subject to
the rights of third parties under any contracts

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relating to the planned merger, at any time prior to substituted in the proceeding for the corporation
the filing of articles of merger by any corporation which ceased existence;
party to the merger without any further action or (5) Neither the rights of creditors nor any liens
approval by the members. upon the property of any corporation party to the
merger shall be impaired by such merger;
617.1105 Articles of merger.—Articles of (6) The articles of incorporation of the surviving
merger must be executed by each corporation, as corporation are amended to the extent provided in
provided in s. 617.01201 and must set forth: the plan of merger; and
(1) The plan of merger; (7) Members of each corporation which is a party
(2) If the members of any merging corporation are to the merger, other than the surviving corporation,
entitled to vote on such a plan, then, as to each such are entitled only to the rights, if any, provided in the
corporation, the date of the meeting of members at articles of merger.
which the plan of merger was adopted, a statement
that the number of votes cast for the merger was 617.1107 Merger of domestic and foreign
sufficient for approval, and the vote on the plan, or corporations.—
a statement that such plan was adopted by written (1) One or more foreign corporations and one or
consent and executed in accordance with s. more domestic corporations may be merged into a
617.0701; corporation of this state or of another jurisdiction if
(3) If a merging corporation has no members or if such merger is permitted by the laws of the
its members are not entitled to vote on a plan of jurisdiction under which each such foreign
merger, then, as to each such corporation, a corporation is organized and if:
statement of such fact, the date of the adoption of (a) Each foreign corporation complies with the
the plan by the board of directors, the number of applicable laws of the jurisdiction under which it is
directors then in office, and the vote for the plan; organized; and
and (b) Each domestic corporation complies with the
(4) The effective date of the merger if the provisions of this act relating to the merger of
effective date of the merger is to occur after the domestic corporations.
delivery of the articles of merger to the Department (2) If the surviving corporation is to be governed
of State. by the laws of any jurisdiction other than this state,
it must comply with the provisions of this act with
617.1106 Effect of merger.—When a merger respect to foreign corporations if it is to conduct its
becomes effective: affairs in this state, and in every case it will be
(1) Every other corporation party to the merger deemed to have filed with the Department of State:
merges into the surviving corporation and the (a) An agreement that it may be served with
separate existence of every corporation except the process in this state in any proceeding for the
surviving corporation ceases; enforcement of any obligation of any domestic
(2) The title to all real estate and other property, or corporation which is a party to such merger; and
any interest therein, owned by each corporation (b) An irrevocable appointment of the Department
party to the merger is vested in the surviving of State of this state as its agent to accept service of
corporation without reversion or impairment; process in any such proceeding.
(3) The surviving corporation shall thenceforth be (3) If the surviving corporation is to be governed
responsible and liable for all the liabilities and by the laws of this state, the effect of such merger is
obligations of each corporation party to the merger; the same as in the case of the merger of domestic
(4) Any claim existing or action or proceeding corporations. If the surviving corporation is to be
pending by or against any corporation party to the governed by the laws of any jurisdiction other than
merger may be continued as if the merger did not this state, the effect of such merger is governed by
occur or the surviving corporation may be the laws of such other jurisdiction.

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(4) At any time prior to the filing of the articles of (b) Any sale, lease, exchange, or other disposition
merger by the Department of State, the merger may of less than substantially all the property and assets
be abandoned pursuant to provisions therefor, if of the corporation; and
any, set forth in the plan of merger. (c) Any sale of all or substantially all of the
property and assets of the corporation if:
617.1108 Merger of domestic corporation and 1. The corporation is insolvent and a sale for cash
other business entities.— or its equivalent is deemed advisable by the board in
(1) Subject to s. 617.0302(16) and other order to meet the liabilities of the corporation; or
applicable provisions of this chapter, ss. 607.1108, 2. The corporation was incorporated for the
607.1109, and 607.11101 shall apply to a merger purpose of liquidating such property and assets.
involving a corporation not for profit organized (2) Any transaction made pursuant to this section
under this act and one or more other business without any vote or consent of the members may be
entities identified in s. 607.1108(1). upon such terms and conditions and for such
(2) A domestic corporation not for profit consideration as the board may deem to be in the
organized under this chapter is not required to file best interests of the corporation.
articles of merger pursuant to this section if the
corporation not for profit is named as a party or 617.1202 Sale, lease, exchange, or other
constituent organization in articles of merger or a disposition of corporate property and assets
certificate of merger filed for the same merger in requiring member approval.—A sale, lease,
accordance with s. 607.1109, s. 608.4382(1), s. exchange, or other disposition of all or substantially
620.2108(3), or s. 620.8918(1) and (2). In such a all of the property and assets of a corporation, in all
case, the other articles of merger or certificate of cases other than those not requiring member
merger may also be used for purposes of subsection approval as specified in s. 617.1201, may be made
(3). upon such terms and conditions and for such
(3) A copy of the articles of merger or certificate consideration, which may consist in whole or in part
of merger, certified by the Department of State, may of money or property, real or personal, including
be filed in the office of the official who is the shares, bonds, or other securities of any corporation
recording officer of each county in this state in or corporations for profit, domestic or foreign, and
which real property of a party to the merger, other must be authorized in the following manner:
than the surviving entity, is situated. (1) If the corporation has members entitled to vote
on the sale, lease, exchange, or other disposition of
617.1201 Secured transactions and other corporate property, the board of directors must
dispositions of corporate property and assets not adopt a resolution approving such sale, lease,
requiring member approval.— exchange, or other disposition, and directing that it
(1) Unless the articles of incorporation or the be submitted to a vote at a meeting of members
bylaws otherwise provide, the board of directors entitled to vote thereon, which may be either an
may authorize any of the following transactions annual or special meeting. Written notice stating
without any vote or consent of the members, even that the purpose, or one of the purposes, of such
though the corporation has members entitled to meeting is to consider the sale, lease, exchange, or
vote: other disposition of all or substantially all of the
(a) Any mortgage or pledge of, or creation of a property and assets of the corporation must be given
security interest in, or conveyance of title to, all or to each member entitled to vote at such meeting in
any part of the property and assets of the accordance with the articles of incorporation or the
corporation of any description, or any interest bylaws. At such meeting, the members may
therein, for the purpose of securing the payment or authorize such sale, lease, exchange, or other
performance of any contract, note, bond, or other disposition and may approve or fix, or may
obligation of the corporation; authorize the board of directors to fix, any or all of
the terms and conditions thereof and the

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consideration to be received by the corporation (2) Articles of dissolution must be executed in

therefor. Such authorization requires at least a accordance with s. 617.01201 and must set forth:
majority of the votes which members present at (a) The name of the corporation;
such meeting or represented by proxy are entitled to (b) The date of filing of its articles of
cast. After such authorization by a vote of members, incorporation;
the board of directors may, in its discretion, (c) That the corporation has not commenced to
abandon such sale, lease, exchange, or other conduct its affairs;
disposition of assets, subject to the rights of third (d) That no debts of the corporation remain
parties under any contracts relating to such sale, unpaid; and
lease, exchange, or other disposition, without (e) That the incorporator or a majority of the
further action or approval by members. incorporators or a majority of the directors, as the
(2) If the corporation has no members or if its case may be, authorized the dissolution.
members are not entitled to vote thereon, a sale, (3) The articles of dissolution must be filed and
lease, exchange, or other disposition of all or shall become effective in accordance with s.
substantially all the property and assets of a 617.1403, may be revoked in accordance with s.
corporation may be authorized by a majority vote of 617.1404, and shall have the effect prescribed in s.
the directors then in office. 617.1405.

617.1301 Prohibited distributions.—Except as 617.1402 Dissolution of corporation.—A

authorized in ss. 617.0505 and 617.1302, a corporation desiring to dissolve and wind up its
corporation may not make any distributions to its affairs must adopt a resolution to dissolve in the
members. following manner:
(1) If the corporation has members entitled to vote
617.1302 Authorized distributions.— on a resolution to dissolve, and unless the board of
(1) A mutual benefit corporation may purchase its directors determines that because of a conflict of
memberships pursuant to s. 617.0608 only if, after interest or other substantial reason it should not
the purchase is completed: make any recommendation, the board of directors
(a) The mutual benefit corporation is able to pay must adopt a resolution recommending that the
its debts as they become due in the usual course of corporation be dissolved and directing that the
its activities; and question of such dissolution be submitted to a vote
(b) The total assets of the mutual benefit at a meeting of members entitled to vote thereon,
corporation at least equal the sum of its total which may be either an annual or special meeting.
liabilities. Written notice stating that the purpose, or one of the
(2) A corporation may make distributions upon purposes, of such meeting is to consider the
dissolution in conformity with the dissolution advisability of dissolving the corporation must be
provisions of this chapter. given to each member entitled to vote at such
meeting in accordance with the articles of
617.1401 Voluntary dissolution of corporation incorporation or the bylaws. A resolution to
prior to conducting its affairs.— dissolve the corporation shall be adopted upon
(1) At any time after the filing of the articles of receiving at least a majority of the votes which
incorporation, a corporation which has not members present at such meeting or represented by
commenced to conduct its affairs may be voluntarily proxy are entitled to cast.
dissolved in the following manner: (2) If the corporation has no members or if its
(a) If there are no directors of the corporation, by members are not entitled to vote on a resolution to
the incorporator or, if there is more than one dissolve, the dissolution of the corporation may be
incorporator, by a majority of the incorporators; or authorized at a meeting of the board of directors by
(b) If there are directors of the corporation, by a a majority vote of the directors then in office.
majority of the directors.

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617.1403 Articles of dissolution.— by the board of directors alone pursuant to that

(1) At any time after dissolution is authorized, the authorization; and
corporation may dissolve by delivering to the (e) If member action was required to revoke the
Department of State for filing articles of dissolution dissolution, the information required by s.
setting forth: 617.1403(1)(b) or (c), whichever is applicable.
(a) The name of the corporation; (4) Revocation of dissolution is effective upon the
(b) If the corporation has members entitled to vote effective date of the articles of revocation of
on dissolution, the date of the meeting of members dissolution.
at which the resolution to dissolve was adopted, a (5) When the revocation of dissolution is
statement that the number of votes cast for effective, it relates back to and takes effect as of the
dissolution was sufficient for approval, or a effective date of the dissolution and the corporation
statement that such a resolution was adopted by resumes conducting its affairs as if dissolution had
written consent and executed in accordance with s. never occurred.
617.0701; and
(c) If the corporation has no members or if its 617.1405 Effect of dissolution.—
members are not entitled to vote on dissolution, a (1) A dissolved corporation continues its
statement of such fact, the date of the adoption of corporate existence but may not conduct its affairs
such resolution by the board of directors, the except to the extent appropriate to wind up and
number of directors then in office, and the vote for liquidate its affairs, including:
the resolution. (a) Collecting its assets;
(2) A corporation is dissolved upon the effective (b) Disposing of its properties that will not be
date of its articles of dissolution. distributed in kind pursuant to the plan of
distribution of assets adopted under s. 617.1406;
617.1404 Revocation of dissolution.— (c) Discharging or making provision for
(1) A corporation may revoke its dissolution at discharging its liabilities;
any time prior to the expiration of 120 days (d) Distributing its remaining property in
following the effective date of the articles of accordance with the plan of distribution of assets
dissolution. adopted under s. 617.1406; and
(2) Revocation of dissolution must be authorized (e) Doing every other act necessary to wind up
in the same manner as the dissolution was and liquidate its affairs.
authorized unless that authorization permitted (2) Dissolution of a corporation does not:
revocation by action of the board of directors alone, (a) Transfer title to the corporation’s property;
in which event the board of directors may revoke (b) Subject its directors or officers to standards of
the dissolution without member action. conduct different from those which applied prior to
(3) After the revocation of dissolution is dissolution;
authorized, the corporation may revoke the (c) Change quorum or voting requirements for its
dissolution by delivering to the Department of State board of directors or members, change provisions
for filing articles of revocation of dissolution, for selection, resignation, or removal of its directors
together with a copy of its articles of dissolution, or officers or both, or change provisions for
that set forth: amending its bylaws;
(a) The name of the corporation; (d) Prevent commencement of a proceeding by or
(b) The effective date of the dissolution that was against the corporation in its corporate name;
revoked; (e) Abate or suspend a proceeding pending by or
(c) The date that the revocation of dissolution was against the corporation on the effective date of
authorized; dissolution; or
(d) If the corporation’s board of directors revoked (f) Terminate the authority of the registered agent
a dissolution authorized by the members, a of the corporation.
statement that revocation was permitted by action

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(3) The directors, officers, and agents of a returned, transferred, or conveyed in accordance
corporation dissolved pursuant to s. 617.1403 shall with such requirements;
not incur any personal liability thereby by reason of (c) Assets received and held by the corporation
their status as directors, officers, and agents of a subject to limitations permitting their use only for
dissolved corporation, as distinguished from a charitable, religious, eleemosynary, benevolent,
corporation which is not dissolved. educational, or similar purposes, but not held upon a
(4) The name of a dissolved corporation is not condition requiring return, transfer, or conveyance
available for assumption or use by another by reason of the dissolution, be transferred or
corporation until 120 days after the effective date of conveyed to one or more domestic or foreign
dissolution unless the dissolved corporation corporations, trusts, societies, or organizations
provides the department with an affidavit, executed engaged in activities substantially similar to those of
pursuant to s. 617.01201, authorizing the immediate the dissolving corporation, as provided in the plan
assumption or use of the name by another of distribution of assets;
corporation. (d) Other assets, if any, be distributed in
accordance with the provisions of the articles of
617.1406 Plan of distribution of assets.—A plan incorporation or the bylaws to the extent that the
providing for the distribution of assets, not articles of incorporation or the bylaws determine the
inconsistent with this act or the articles of distributive rights of members, or any class or
incorporation, must be adopted by a corporation in classes of members, or provide for distribution to
the following manner: others; and
(1) If the corporation has members entitled to vote (e) Any remaining assets be distributed to such
on a plan of distribution of assets, the board of persons, trusts, societies, organizations, or domestic
directors must adopt a resolution recommending a or foreign corporations, whether for profit or not for
plan of distribution and directing its submission to a profit, as specified in the plan of distribution of
vote at a meeting of members entitled to vote assets.
thereon, which may be either an annual or a special (4) A copy of the plan of distribution of assets,
meeting. Written notice setting forth the proposed authenticated by an officer of the corporation and
plan of distribution or a summary thereof must be containing the officer’s certificate of compliance
given to each member entitled to vote at such with the requirements of subsection (1) or
meeting in accordance with the articles of subsection (2) must be filed with the Department of
incorporation or the bylaws. Such plan of State.
distribution shall be adopted upon receiving at least
a majority of the votes which the members present 617.1407 Unknown claims against dissolved
at such meeting or represented by proxy are entitled corporation.—
to cast. (1) A dissolved corporation or successor entity
(2) If the corporation has no members or if its may execute one of the following procedures to
members are not entitled to vote on a plan of resolve payment of unknown claims:
distribution, such plan may be adopted at a meeting (a) A dissolved corporation or successor entity
of the board of directors by a majority vote of the may file notice of its dissolution with the
directors then in office. department on the form prescribed by the
(3) A plan of distribution of assets must provide department and request that persons having claims
that: against the corporation which are not known to the
(a) All liabilities and obligations of the corporation or successor entity present them in
corporation be paid and discharged, or adequate accordance with the notice. The notice must:
provisions be made therefor; 1. State the name of the corporation and the date
(b) Assets held by the corporation upon condition of dissolution;
requiring return, transfer, or conveyance, which
condition occurs by reason of the dissolution, be

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2. Describe the information that must be included (b) If the assets have been distributed in
in a claim and provide a mailing address to which liquidation, against a member of the dissolved
the claim may be sent; and corporation to the extent of such member’s pro rata
3. State that a claim against the corporation under share of the claim or the corporate assets distributed
this subsection is barred unless a proceeding to to such member in liquidation, whichever is less;
enforce the claim is commenced within 4 years after however, the aggregate liability of any member of a
the filing of the notice. dissolved corporation may not exceed the amount
(b) A dissolved corporation or successor entity distributed to the member in dissolution.
may, within 10 days after filing articles of
dissolution with the department, publish a “Notice 617.1408 Known claims against dissolved
of Corporate Dissolution.” The notice must appear corporation.—
once a week for 2 consecutive weeks in a (1) A dissolved corporation or successor entity
newspaper of general circulation in the county in the may dispose of the known claims against it by
state in which the corporation has its principal following the procedures described in subsections
office, if any, or, if none, in a county in the state in (2), (3), and (4).
which the corporation owns real or personal (2) The dissolved corporation or successor entity
property. Such newspaper shall meet the shall deliver to each of its known claimants written
requirements as are prescribed by law for such notice of the dissolution at any time after its
purposes. The notice must: effective date. The written notice must:
1. State the name of the corporation and the date (a) Provide a reasonable description of the claim
of dissolution; that the claimant may be entitled to assert;
2. Describe the information that must be included (b) State whether the claim is admitted or not
in a claim and provide a mailing address to which admitted, in whole or in part, and, if admitted:
the claim may be sent; and 1. The amount that is admitted, which may be as
3. State that a claim against the corporation under of a given date; and
this subsection is barred unless a proceeding to 2. Any interest obligation if fixed by an
enforce the claim is commenced within 4 years after instrument of indebtedness;
the date of the second consecutive weekly (c) Provide a mailing address where a claim may
publication of the notice. be sent;
(2) If the dissolved corporation or successor entity (d) State the deadline, which must be at least 120
complies with paragraph (1)(a) or paragraph (1)(b), days after the effective date of the written notice, by
the claim of each of the following claimants is which confirmation of the claim must be delivered
barred unless the claimant commences a proceeding to the dissolved corporation or successor entity; and
to enforce the claim against the dissolved (e) State that the corporation or successor entity
corporation within 4 years after the date of filing the may make distributions thereafter to other claimants
notice with the department or the date of the second and the members of the corporation or persons
consecutive weekly publication, as applicable: interested as having been such without further
(a) A claimant who did not receive written notice notice.
under s. 617.1408(9), or whose claim is not (3) A dissolved corporation or successor entity
provided for under s. 617.1408(10), regardless of may reject, in whole or in part, any claim made by a
whether such claim is based on an event occurring claimant pursuant to this section by mailing notice
before or after the effective date of dissolution. of such rejection to the claimant within 90 days
(b) A claimant whose claim was timely sent to the after receipt of such claim and, in all events, at least
dissolved corporation but on which no action was 150 days before expiration of 3 years following the
taken. effective date of dissolution. The notice must be
(3) A claim may be entered under this section: accompanied by a copy of this section.
(a) Against the dissolved corporation, to the extent (4) A dissolved corporation or successor entity
of its undistributed assets; or electing to follow the procedures described in

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subsections (2) and (3) must also give notice of such guardian, including all reasonable expert
dissolution to persons having known claims that are witness fees, shall be paid by the petitioner in such
contingent upon the occurrence or nonoccurrence of proceeding.
future events, or are otherwise conditional or (8) The giving of any notice or making of any
unmatured, and request that such persons present offer pursuant to this section does not revive any
such claims in accordance with the terms of the claim then barred, does not constitute
notice. The notice must be in substantially the same acknowledgment by the dissolved corporation or
form, and sent in the same manner, as described in successor entity that any person to whom such
subsection (2). notice is sent is a proper claimant, and does not
(5) A dissolved corporation or successor entity operate as a waiver of any defense or counterclaim
shall offer any claimant whose known claim is in respect of any claim asserted by any person to
contingent, conditional, or unmatured such security whom such notice is sent.
as the corporation or entity determines is sufficient (9) A dissolved corporation or successor entity
to provide compensation to the claimant if the claim that has followed the procedures described in
matures. The dissolved corporation or successor subsections (2)-(7) shall:
entity shall deliver such offer to the claimant within (a) Pay the claims admitted or made and not
90 days after receipt of such claim and, in all events, rejected in accordance with subsection (3);
at least 150 days before expiration of 3 years (b) Post the security offered and not rejected
following the effective date of dissolution. If the pursuant to subsection (5);
claimant offered such security does not deliver in (c) Post any security ordered by the circuit court in
writing to the dissolved corporation or successor any proceeding under subsections (6) and (7); and
entity a notice rejecting the offer within 120 days (d) Pay or make provision for all other known
after receipt of such offer, the claimant is deemed to obligations of the corporation or the successor
have accepted such security as the sole source from entity. Such claims or obligations shall be paid in
which to satisfy his or her claim against the full, and any provision for payments shall be made
corporation. in full if there are sufficient funds. If there are
(6) A dissolved corporation or successor entity insufficient funds, the claims and obligations shall
that has given notice in accordance with subsections be paid or provided for according to their priority
(2) and (4) shall petition the circuit court in the and, among claims of equal priority, ratably to the
county where the corporation’s principal office is extent of funds legally available for payment. Any
located or was located on the effective date of remaining funds shall be distributed in accordance
dissolution to determine the amount and form of with s. 617.1406; however, such distribution may
security which is sufficient to provide compensation not be made until 150 days after the date of the last
to a claimant who has rejected the offer for security notice of rejections given pursuant to subsection (3).
made pursuant to subsection (5). In the absence of actual fraud, the judgment of the
(7) A dissolved corporation or successor entity directors of the dissolved corporation or the
that has given notice in accordance with subsection governing persons of the successor entity as to the
(2) shall petition the circuit court in the county provisions made for the payment of all obligations
where the corporation’s principal office is located or under this paragraph is conclusive.
was located on the effective date of dissolution to (10) A dissolved corporation or successor entity
determine the amount and form of security which is that has not followed the procedures described in
sufficient to provide compensation to claimants subsections (2) and (3) shall pay or make reasonable
whose claims are known to the corporation or provision to pay all known claims and obligations,
successor entity but whose identities are unknown. including all contingent, conditional, or unmatured
The court shall appoint a guardian ad litem to claims known to the corporation or the successor
represent all claimants whose identities are entity and all claims that are known to the dissolved
unknown in any proceeding brought under this corporation or the successor entity but for which the
subsection. The reasonable fees and expenses of identity of the claimant is unknown. Such claims

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shall be paid in full, and any provision for payment interrogatories propounded by the Department of
made shall be made in full if there are sufficient State; or
funds. If there are insufficient funds, such claims (e) The corporation’s period of duration stated in
and obligations shall be paid or provided for its articles of incorporation has expired.
according to their priority and, among claims of (2) The foregoing enumeration in subsection (1)
equal priority, ratably to the extent of funds legally of grounds for administrative dissolution shall not
available for payment thereof. Any remaining funds exclude actions or special proceedings by the
shall be distributed in accordance with s. 617.1406. Department of Legal Affairs or any state officials
(11) Directors of a dissolved corporation or for the annulment or dissolution of a corporation for
governing persons of a successor entity that has other causes as provided by law.
complied with subsection (9) or subsection (10) are
not personally liable to the claimants of the 617.1421 Procedure for and effect of
dissolved corporation. administrative dissolution.—
(12) A member of a dissolved corporation the (1) If the Department of State determines that one
assets of which were distributed pursuant to or more grounds exist under s. 617.1420 for
subsection (9) or subsection (10) is not liable for administratively dissolving a corporation, it shall
any claim against the corporation greater than the serve the corporation with notice of its intent under
member’s pro rata share of the claim or the amount s. 617.0504(2) to administratively dissolve the
distributed to the member, whichever is less. corporation. If the corporation has provided the
(13) A member of a dissolved corporation, the department with an electronic mail address, such
assets of which were distributed pursuant to notice shall be by electronic transmission.
subsection (9), is not liable for any claim against the Administrative dissolution for failure to file an
corporation which is known to the corporation or annual report shall occur on the fourth Friday in
successor entity and on which a proceeding is begun September of each year. The Department of State
after the expiration of 3 years following the shall issue a certificate of dissolution to each
effective date of dissolution. dissolved corporation. Issuance of the certificate of
(14) The aggregate liability of any member of a dissolution may be by electronic transmission to any
dissolved corporation for claims against the corporation that has provided the department with
dissolved corporation may not be greater than the an electronic mail address.
amount distributed to the member in dissolution. (2) If the corporation does not correct each ground
for dissolution under s. 617.1420(1)(b), (c), (d), or
617.1420 Grounds for administrative (e) or demonstrate to the reasonable satisfaction of
dissolution.— the Department of State that each ground
(1) The Department of State may commence a determined by the department does not exist within
proceeding under s. 617.1421 to administratively 60 days after issuance of the notice, the department
dissolve a corporation if: shall administratively dissolve the corporation by
(a) The corporation has failed to file its annual issuing a certificate of dissolution that recites the
report and pay the annual report filing fee by 5 p.m. ground or grounds for dissolution and its effective
Eastern Time on the third Friday in September; date. Issuance of the certificate of dissolution may
(b) The corporation is without a registered agent be by electronic transmission to any corporation that
or registered office in this state for 30 days or more; has provided the department with an electronic mail
(c) The corporation does not notify the address.
Department of State within 30 days after its (3) A corporation administratively dissolved
registered agent or registered office has been continues its corporate existence but may not
changed, after its registered agent has resigned, or conduct any affairs except that necessary to wind up
after its registered office has been discontinued; and liquidate its affairs under s. 617.1405 and adopt
(d) The corporation has failed to answer truthfully a plan of distribution of assets pursuant to s.
and fully, within the time prescribed by this act, 617.1406.

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(4) A director, officer, or agent of a corporation dissolved corporation to amend its articles of
dissolved pursuant to this section, purporting to act incorporation to change its name before accepting
on behalf of the corporation, is personally liable for its application for reinstatement.
the debts, obligations, and liabilities of the
corporation arising from such action and incurred 617.1423 Appeal from denial of
subsequent to the corporation’s administrative reinstatement.—
dissolution only if he or she has actual notice of the (1) If the Department of State denies a
administrative dissolution at the time such action is corporation’s application for reinstatement
taken; but such liability shall be terminated upon the following administrative dissolution, it shall serve
ratification of such action by the corporation’s the corporation under s. 617.0504(2) with a written
board of directors or members subsequent to the notice that explains the reason or reasons for denial.
reinstatement of the corporation. (2) After exhaustion of administrative remedies,
(5) The administrative dissolution of a corporation the corporation may appeal the denial of
does not terminate the authority of its registered reinstatement to the appropriate court as provided in
agent. s. 120.68 within 30 days after service of the notice
of denial is perfected. The corporation appeals by
617.1422 Reinstatement following petitioning the court to set aside the dissolution and
administrative dissolution.— attaching to the petition copies of the Department of
(1) A corporation administratively dissolved under State’s certificate of dissolution, the corporation’s
s. 617.1421 may apply to the department for application for reinstatement, and the department’s
reinstatement at any time after the effective date of notice of denial.
dissolution. The corporation must submit a (3) The court may summarily order the
reinstatement form prescribed and furnished by the Department of State to reinstate the dissolved
department or a current uniform business report corporation or may take other action the court
signed by a registered agent and an officer or considers appropriate.
director and submit all fees owed by the corporation (4) The court’s final decision may be appealed as
and computed at the rate provided by law at the time in other civil proceedings.
the corporation applies for reinstatement.
(2) If the department determines that the 617.1430 Grounds for judicial dissolution.—A
application contains the information required by circuit court may dissolve a corporation:
subsection (1) and that the information is correct, it (1)(a) In a proceeding by the Department of Legal
shall reinstate the corporation. Affairs if it is established that:
(3) When the reinstatement is effective, it relates 1. The corporation obtained its articles of
back to and takes effect as of the effective date of incorporation through fraud; or
the administrative dissolution and the corporation 2. The corporation has continued to exceed or
resumes carrying on its business as if the abuse the authority conferred upon it by law.
administrative dissolution had never occurred. (b) The enumeration in paragraph (a) of grounds
(4) The name of the dissolved corporation is not for judicial dissolution does not exclude actions or
available for assumption or use by another special proceedings by the Department of Legal
corporation until 1 year after the effective date of Affairs or any state official for the annulment or
dissolution unless the dissolved corporation dissolution of a corporation for other causes as
provides the department with an affidavit executed provided by law.
pursuant to s. 617.01201 authorizing the immediate (2) In a proceeding brought by at least 50
assumption or use of the name by another members or members holding at least 10 percent of
corporation. the voting power, whichever is less, or by a member
(5) If the name of the dissolved corporation has or group or percentage of members as otherwise
been lawfully assumed in this state by another provided in the articles of incorporation or bylaws,
corporation, the department shall require the

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or by a director or any person authorized in the The court shall hold a hearing, after notifying all
articles of incorporation, if it is established that: parties to the proceeding and any interested persons
(a) The directors are deadlocked in the designated by the court, before appointing a receiver
management of the corporate affairs, the members or custodian. The court appointing a receiver or
are unable to break the deadlock, and irreparable custodian has exclusive jurisdiction over the
injury to the corporation is threatened or being corporation and all of its property wherever located.
suffered; (2) The court may appoint a natural person or a
(b) The members are deadlocked in voting power corporation authorized to act as a receiver or
and have failed to elect successors to directors custodian. The corporation may be a domestic
whose terms have expired or would have expired corporation or a foreign corporation authorized to
upon qualification of their successors; or transact business in this state. The court may require
(c) The corporate assets are being misapplied or the receiver or custodian to post bond, with or
wasted. without sureties, in an amount the court directs.
(3) In a proceeding by a creditor if it is established (3) The court shall describe the powers and duties
that: of the receiver or custodian in its appointing order,
(a) The creditor’s claim has been reduced to which may be amended from time to time. Among
judgment, the execution on the judgment returned other powers:
unsatisfied, and the corporation is insolvent; or (a) The receiver:
(b) The corporation has admitted in writing that 1. May dispose of all or any part of the assets of
the creditor’s claim is due and owing and the the corporation wherever located, at a public or
corporation is insolvent. private sale, if authorized by the court; and
(4) In a proceeding by the corporation to have its 2. May sue and defend in his or her own name as
voluntary dissolution continued under court receiver of the corporation in all courts of this state.
supervision. (b) The custodian may exercise all of the powers
of the corporation, through or in place of its board
617.1431 Procedure for judicial dissolution.— of directors or officers, to the extent necessary to
(1) Venue for a proceeding brought under s. manage the affairs of the corporation in the best
617.1430 lies in the circuit court of the county interests of its members and creditors.
where the corporation’s principal office is or was (4) The court during a receivership may
last located, as shown by the records of the redesignate the receiver a custodian, and during a
Department of State, or, if none in this state, where custodianship may redesignate the custodian a
its registered office is or was last located. receiver, if doing so is in the best interests of the
(2) It is not necessary to make members parties to corporation and its members and creditors.
a proceeding to dissolve a corporation unless relief (5) The court from time to time during the
is sought against them individually. receivership or custodianship may order
(3) A court in a proceeding brought to dissolve a compensation paid and expense disbursements or
corporation may issue injunctions, appoint a reimbursements made to the receiver or custodian
receiver or custodian pendente lite with all powers and his or her counsel from the assets of the
and duties the court directs, take other action corporation or proceeds from the sale of the assets.
required to preserve the corporate assets wherever (6) The court may appoint an ancillary receiver for
located, and carry on the affairs of the corporation the assets and affairs of a corporation. The ancillary
until a full hearing can be held. receiver shall serve ancillary to a receiver located in
any other state, whenever the court deems that
617.1432 Receivership or custodianship.— circumstances exist requiring the appointment of
(1) A court in a judicial proceeding brought to such a receiver. The court may appoint such an
dissolve a corporation may appoint one or more ancillary receiver for a foreign corporation even
receivers to wind up and liquidate, or one or more though a receiver has not been appointed elsewhere.
custodians to manage, the affairs of the corporation. Such receivership shall be converted into an

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ancillary receivership when an order entered by a of entitlement to the amount or assets deposited, the
court of competent jurisdiction in the other state Department of Financial Services shall pay him or
provides for a receivership of the corporation. her or his or her representative that amount or those
assets.
617.1433 Judgment of dissolution.—
(1) If after a hearing the court determines that one 617.1501 Authority of foreign corporation to
or more grounds for judicial dissolution described in conduct affairs required.—
s. 617.1430 exist, it may enter a judgment (1) A foreign corporation may not conduct its
dissolving the corporation and specifying the affairs in this state until it obtains a certificate of
effective date of the dissolution, and the clerk of the authority from the Department of State.
court shall deliver a certified copy of the judgment (2) The following activities, among others, do not
to the Department of State, which shall file it. constitute conducting affairs within the meaning of
(2) After entering the judgment of dissolution, the subsection (1):
court shall direct the winding up and liquidation of (a) Maintaining, defending, or settling any
the corporation’s affairs in accordance with ss. proceeding.
617.1405 and 617.1406, subject to the provisions of (b) Holding meetings of the board of directors or
subsection (3). members or carrying on other activities concerning
(3) In a proceeding for judicial dissolution, the internal corporate affairs.
court may require all creditors of the corporation to (c) Maintaining bank accounts.
file with the clerk of the court or with the receiver, (d) Selling through independent contractors.
in such form as the court may prescribe, proofs (e) Soliciting or obtaining orders, whether by mail
under oath of their respective claims. If the court or through employees, agents, or otherwise, if the
requires the filing of claims, it shall fix a date, orders require acceptance outside this state before
which shall be not less than 4 months after the date they become contracts.
of the order, as the last day for filing of claims. The (f) Creating or acquiring indebtedness, mortgages,
court shall prescribe the deadline for filing claims and security interests in real or personal property.
that shall be given to creditors and claimants. Prior (g) Securing or collecting debts or enforcing
to the date so fixed, the court may extend the time mortgages and security interests in property
for the filing of claims by court order. Creditors and securing the debts.
claimants failing to file proofs of claim on or before (h) Conducting its affairs in interstate commerce.
the date so fixed may be barred, by order of court, (i) Conducting an isolated transaction that is
from participating in the distribution of the assets of completed within 30 days and that is not one in the
the corporation. Nothing in this section affects the course of repeated transactions of a like nature.
enforceability of any recorded mortgage or lien or (j) Owning and controlling a subsidiary
the perfected security interest or rights of a person corporation incorporated in or transacting business
in possession of real or personal property. within this state or voting the stock of any
corporation which it has lawfully acquired.
617.1440 Deposit with Department of Financial (k) Owning a limited partnership interest in a
Services.—Assets of a dissolved corporation that limited partnership that is doing business within this
should be transferred to a creditor, claimant, state, unless such limited partner manages or
member of the corporation, or other person who controls the partnership or exercises the powers and
cannot be found or who is not competent to receive duties of a general partner.
them shall be deposited, within 6 months after the (l) Owning, without more, real or personal
date fixed for the payment of the final liquidating property.
distribution, with the Department of Financial (3) The list of activities in subsection (2) is not
Services, where such assets shall be held as exhaustive.
abandoned property. When the creditor, claimant, (4) This section has no application to the question
member, or other person furnishes satisfactory proof of whether any foreign corporation is subject to

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service of process and suit in this state under any (1) A foreign corporation may apply for a
law of this state. certificate of authority to conduct its affairs in this
state by delivering an application to the Department
617.1502 Consequences of conducting affairs of State for filing. Such application shall be made
without authority.— on forms prescribed and furnished by the
(1) A foreign corporation conducting its affairs in Department of State and shall set forth:
this state without a certificate of authority may not (a) The name of the foreign corporation or, if its
maintain a proceeding in any court in this state until name is unavailable for use in this state, a corporate
it obtains a certificate of authority. name that satisfies the requirements of s. 617.1506;
(2) The successor to a foreign corporation that (b) The jurisdiction under the law of which it is
conducted its affairs in this state without a incorporated;
certificate of authority and the assignee of a cause of (c) Its date of incorporation and period of
action arising out of those affairs may not maintain duration;
a proceeding based on that cause of action in any (d) The purpose or purposes which it intends to
court in this state until the foreign corporation or its pursue in this state and a statement that it is
successor obtains a certificate of authority. authorized to pursue such purpose or purposes in
(3) A court may stay a proceeding commenced by the jurisdiction of its incorporation;
a foreign corporation or its successor or assignee (e) The street address of its principal office;
until it determines whether the foreign corporation (f) The address of its registered office in this state
or its successor requires a certificate of authority. If and the name of its registered agent at that office;
it so determines, the court may further stay the (g) The names and usual business addresses of its
proceeding until the foreign corporation or its current directors and officers; and
successor obtains the certificate. (h) Such additional information as may be
(4) A foreign corporation which conducts its necessary or appropriate in order to enable the
affairs in this state without authority to do so shall Department of State to determine whether such
be liable to this state for the years or parts thereof corporation is entitled to file an application for
during which it conducted its affairs in this state authority to conduct its affairs in this state and to
without authority in an amount equal to all fees and determine and assess the fees and taxes payable as
taxes which would have been imposed by this act prescribed in this act.
upon such corporation had it duly applied for and (2) The foreign corporation shall deliver with the
received authority to conduct its affairs in this state completed application a certificate of existence, or a
as required by this act. In addition to the payments document of similar import, duly authenticated,
thus prescribed, such corporation shall be liable for within 90 days prior to delivery of the application to
a civil penalty of not less than $500 or more than the department, by the Secretary of State or other
$1,000 for each year or part thereof during which it official having custody of corporate records in the
conducts its affairs in this state without a certificate jurisdiction under the law of which it is
of authority. The Department of State may collect incorporated. A translation of the certificate, under
all penalties due under this subsection. oath of the translator, must be attached to a
(5) Notwithstanding subsections (1) and (2), the certificate that is in a language other than the
failure of a foreign corporation to obtain a English language.
certificate of authority does not impair the validity (3) A foreign corporation may not be denied
of any of its contracts, deeds, mortgages, security authority to conduct its affairs in this state by reason
interests, or corporate acts or prevent it from of the fact that the laws of the jurisdiction under
defending any proceeding in this state. which such corporation is organized governing its
organization and internal affairs differ from the laws
617.1503 Application for certificate of of this state.
authority.— 617.1504 Amended certificate of authority.—

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(1) A foreign corporation authorized to conduct its has the same but no greater privileges as, and except
affairs in this state shall make application to the as otherwise provided by this act is subject to the
Department of State to obtain an amended same duties, restrictions, penalties, and liabilities
certificate of authority if it changes: now or later imposed on, a domestic corporation of
(a) Its corporate name; like character.
(b) The period of its duration; (3) This act does not authorize this state to
(c) The purpose or purposes which it intends to regulate the organization or internal affairs of a
pursue in this state; or foreign corporation authorized to conduct its affairs
(d) The jurisdiction of its incorporation. in this state.
(2) Such application shall be made within 90 days
after the occurrence of any change mentioned in 617.1506 Corporate name of foreign
subsection (1), shall be made on forms prescribed corporation.—
by the department, shall be executed and filed in the (1) A foreign corporation may not file an
same manner as an original application for application for a certificate of authority unless the
authority, and shall set forth: corporate name of such corporation satisfies the
(a) The name of the foreign corporation as it requirements of s. 617.0401. To obtain or maintain
appears on the department’s records; a certificate of authority to transact business in this
(b) The jurisdiction of its incorporation; state, the foreign corporation:
(c) The date it was authorized to conduct its (a) May add the word “corporation” or
affairs in this state; “incorporated” or the abbreviation “corp.” or “inc.”
(d) If the name of the foreign corporation has or words of like import, which clearly indicate that
changed, the name relinquished, the new name, a it is a corporation instead of a natural person or
statement that the change of name has been effected partnership or other business entity; however, the
under the laws of the jurisdiction of its name of a foreign corporation may not contain the
incorporation, and the date the change was effected; word “company” or the abbreviation “co.”; or
(e) If the period of duration has changed, a (b) May use an alternate name to transact business
statement of such change and the date the change in this state if its real name is unavailable. Any
was effected; alternate corporate name adopted for use in this
(f) If the jurisdiction of incorporation has state must be cross-referenced to the real corporate
changed, a statement of such change and the date name in the records of the Division of Corporations.
the change was effected; and If the real corporate name of the corporation
(g) If the purposes that the corporation intends to becomes available in this state or if the corporation
pursue in this state have changed, a statement of chooses to change its alternate name, a copy of the
such new purposes, and a further statement that the resolution of its board of directors, changing or
corporation is authorized to pursue such purposes in withdrawing the alternate name and executed as
the jurisdiction of its incorporation. required by s. 617.01201, must be delivered for
(3) The requirements of s. 617.1503 for obtaining filing.
an original certificate of authority apply to obtaining (2) The corporate name, including the alternate
an amended certificate under this section. name, of a foreign corporation must be
distinguishable, within the records of the Division
617.1505 Effect of certificate of authority.— of Corporations, from:
(1) A certificate of authority authorizes the foreign (a) Any corporate name of a corporation for profit
corporation to which it is issued to conduct its incorporated or authorized to transact business in
affairs in this state subject, however, to the right of this state.
the Department of State to suspend or revoke the (b) The alternate name of another foreign
certificate as provided in this act. corporation authorized to transact business in this
(2) A foreign corporation with a valid certificate state.
of authority has the same but no greater rights and

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(c) The corporate name of a not-for-profit (1) A foreign corporation authorized to conduct its
corporation incorporated or authorized to transact affairs in this state may change its registered office
business in this state. or registered agent by delivering to the Department
(d) The names of all other entities or filings, of State for filing a statement of change that sets
except fictitious name registrations pursuant to s. forth:
865.09, organized, or registered under the laws of (a) Its name;
this state, that are on file with the Division of (b) The street address of its current registered
Corporations. office;
(3) If a foreign corporation authorized to transact (c) If the current registered office is to be changed,
business in this state changes its corporate name to the street address of its new registered office;
one that does not satisfy the requirements of s. (d) The name of its current registered agent;
617.0401, such corporation may not transact (e) If the current registered agent is to be changed,
business in this state under the changed name until the name of its new registered agent and the new
the corporation adopts a name satisfying the agent’s written consent (either on the statement or
requirements of s. 617.0401. attached to it) to the appointment;
(f) That, after the change or changes are made, the
617.1507 Registered office and registered agent street address of its registered office and the
of foreign corporation.— business office of its registered agent will be
(1) Each foreign corporation authorized to identical; and
conduct its affairs in this state must continuously (g) That any such change was authorized by
maintain in this state: resolution duly adopted by its board of directors or
(a) A registered office that may be the same as any by an officer of the corporation so authorized by the
of the places it conducts its affairs; and board of directors.
(b) A registered agent, who may be: (2) If a registered agent changes the street address
1. An individual who resides in this state and of his or her business office, he or she may change
whose business office is identical with the the street address of the registered office of any
registered office; foreign corporation for which he or she is the
2. A domestic corporation for profit or not for registered agent by notifying the corporation in
profit the business office of which is identical with writing of the change and signing (either manually
the registered office; or or in facsimile) and delivering to the Department of
3. A foreign corporation for profit or not for profit State for filing a statement of change that complies
authorized to transact business or conduct its affairs with the requirements of paragraphs (1)(a)-(f) and
in this state the business office of which is identical recites that the corporation has been notified of the
with the registered office. change.
(2) A registered agent appointed pursuant to this
section or a successor registered agent appointed 617.1509 Resignation of registered agent of
pursuant to s. 617.1508 on whom process may be foreign corporation.—
served shall each file a statement in writing with the (1) The registered agent of a foreign corporation
Department of State, in such form and manner as may resign his or her agency appointment by
shall be prescribed by the department, accepting the signing and delivering to the Department of State
appointment as a registered agent simultaneously for filing a statement of resignation and mailing a
with his or her being designated. Such statement of copy of such statement to the corporation at the
acceptance shall state that the registered agent is corporation’s principal office address shown in its
familiar with, and accepts, the obligations of that most recent annual report or, if none, shown in its
position. application for a certificate of authority or other
617.1508 Change of registered office and most recently filed document. The statement of
registered agent of foreign corporation.— resignation must state that a copy of such statement
has been mailed to the corporation at the address so

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stated. The statement of resignation may include a 617.1520 Withdrawal of foreign corporation.—
statement that the registered office is also (1) A foreign corporation authorized to conduct its
discontinued. affairs in this state may not withdraw from this state
(2) The agency appointment is terminated as of until it obtains a certificate of withdrawal from the
the 31st day after the date on which the statement Department of State.
was filed and, unless otherwise provided in the (2) A foreign corporation authorized to conduct its
statement, termination of the agency acts as a affairs in this state may apply for a certificate of
termination of the registered office. withdrawal by delivering an application to the
Department of State for filing. The application shall
617.1510 Service of process, notice, or demand be made on forms prescribed and furnished by the
on a foreign corporation.— Department of State and shall set forth:
(1) The registered agent of a foreign corporation (a) The name of the foreign corporation and the
authorized to conduct its affairs in this state is the jurisdiction under the law of which it is
corporation’s agent for service of process, notice, or incorporated;
demand required or permitted by law to be served (b) That it is not conducting its affairs in this state
on the foreign corporation. and that it surrenders its authority to conduct its
(2) A foreign corporation may be served by affairs in this state;
registered or certified mail, return receipt requested, (c) That it revokes the authority of its registered
addressed to the secretary of the foreign corporation agent to accept service on its behalf and appoints
at its principal office shown in its application for a the Department of State as its agent for service of
certificate of authority or in its most recent annual process based on a cause of action arising during the
report if the foreign corporation: time it was authorized to conduct its affairs in this
(a) Has no registered agent or its registered agent state;
cannot with reasonable diligence be served; (d) A mailing address to which the Department of
(b) Has withdrawn from conducting its affairs in State may mail a copy of any process served on it
this state under s. 617.1520; or under paragraph (c); and
(c) Has had its certificate of authority revoked (e) A commitment to notify the Department of
under s. 617.1531. State in the future of any change in its mailing
(3) Service is perfected under subsection (2) at the address.
earliest of: (3) After the withdrawal of the corporation is
(a) The date the foreign corporation receives the effective, service of process on the Department of
mail; State under this section is service on the foreign
(b) The date shown on the return receipt, if signed corporation. Upon receipt of the process, the
on behalf of the foreign corporation; or Department of State shall mail a copy of the process
(c) Five days after its deposit in the United States to the foreign corporation at the mailing address set
mail, as evidenced by the postmark, if mailed forth under subsection (2).
postpaid and correctly addressed.
(4) This section does not prescribe the only 617.1530 Grounds for revocation of authority
means, or necessarily the required means, of serving to conduct affairs.—The Department of State may
a foreign corporation. Process against any foreign commence a proceeding under s. 617.1531 to
corporation may also be served in accordance with revoke the certificate of authority of a foreign
chapter 48 or chapter 49. corporation authorized to conduct its affairs in this
(5) Any notice to or demand on a foreign state if:
corporation made pursuant to this act may be made (1) The foreign corporation has failed to file its
in accordance with the procedures for notice to or annual report with the Department of State by 5
demand on domestic corporations under s. p.m. Eastern Time on the third Friday in September.
617.0504.

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(2) The foreign corporation does not pay, within demonstrate to the reasonable satisfaction of the
the time required by this act, any fees, taxes, or Department of State that each ground determined by
penalties imposed by this act or other law. the Department of State does not exist within 60
(3) The foreign corporation is without a registered days after issuance of notice, the Department of
agent or registered office in this state for 30 days or State shall revoke the foreign corporation’s
more. certificate of authority by issuing a certificate of
(4) The foreign corporation does not notify the revocation that recites the ground or grounds for
Department of State under s. 617.1508 or s. revocation and its effective date. Issuance of the
617.1509 that its registered agent has resigned or certificate of revocation may be by electronic
that its registered office has been discontinued transmission to any foreign corporation that has
within 30 days after the date of such resignation or provided the department with an electronic mail
discontinuance. address.
(5) An incorporator, director, officer, or agent of (3) The authority of a foreign corporation to
the foreign corporation signed a document he or she conduct its affairs in this state ceases on the date
knew was false in any material respect with intent shown on the certificate revoking its certificate of
that the document be delivered to the Department of authority.
State for filing. (4) Revocation of a foreign corporation’s
(6) The department receives a duly authenticated certificate of authority does not terminate the
certificate from the secretary of state or other authority of the registered agent of the corporation.
official having custody of corporate records in the
jurisdiction under the law of which the foreign 617.1532 Appeal from revocation.—
corporation is incorporated stating that it has been (1) If the Department of State revokes the
dissolved or disappeared as the result of a merger. authority of any foreign corporation to conduct its
(7) The foreign corporation has failed to answer affairs in this state pursuant to the provisions of this
truthfully and fully, within the time prescribed by act, such foreign corporation may likewise appeal to
this act, interrogatories propounded by the the circuit court of the county where the registered
Department of State. office of such corporation in this state is situated by
filing with the clerk of such court a petition setting
617.1531 Procedure for and effect of forth a copy of its application for authority to
revocation.— conduct its affairs in this state and a copy of the
(1) If the Department of State determines that one certificate of revocation given by the Department of
or more grounds exist under s. 617.1530 for State, whereupon the matter shall be tried de novo
revocation of a certificate of authority, the by the court, and the court shall either sustain the
Department of State shall serve the foreign action of the Department of State or direct the
corporation with notice of its intent to revoke the department to take such action as the court deems
foreign corporation’s certificate of authority. If the proper.
foreign corporation has provided the department (2) Appeals from all final orders and judgments
with an electronic mail address, such notice shall be entered by the circuit court under this section in
by electronic transmission. Revocation for failure to review of any ruling or decision of the Department
file an annual report shall occur on the fourth Friday of State may be taken as in other civil actions.
in September of each year. The Department of State
shall issue a certificate of revocation to each
revoked corporation. Issuance of the certificate of
revocation may be by electronic transmission to any 617.1533 Reinstatement following
foreign corporation that has provided the revocation.—
department with an electronic mail address. (1)(a) A foreign corporation whose certificate of
(2) If the foreign corporation does not correct each authority has been revoked under s. 617.1531 may
ground for revocation under s. 617.1530(2)-(7) or apply to the Department of State for reinstatement at

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any time after the effective date of revocation of (1) A corporation shall keep as records minutes of
authority. The application must: all meetings of its members and board of directors,
1. Recite the name of the corporation and the a record of all actions taken by the members or
effective date of its revocation of authority; board of directors without a meeting, and a record
2. State that the ground or grounds for revocation of all actions taken by a committee of the board of
either did not exist or have been eliminated and that directors in place of the board of directors on behalf
no further grounds currently exist for revocation of of the corporation.
authority; (2) A corporation shall maintain accurate
3. State that the corporation’s name satisfies the accounting records.
requirements of s. 617.1506; and (3) A corporation or its agent shall maintain a
4. State that all fees owed by the corporation and record of its members in a form that permits
computed at the rate provided by law at the time the preparation of a list of the names and addresses of
corporation applies for reinstatement have been all members in alphabetical order by class of voting
paid; or members.
(b) In the alternative, the foreign corporation may (4) A corporation shall maintain its records in
submit a current annual report, signed by the written form or in another form capable of
registered agent and an officer or director, which conversion into written form within a reasonable
substantially complies with the requirements of time.
paragraph (a). (5) A corporation shall keep a copy of the
(2) If the Department of State determines that the following records:
application contains the information required by (a) Its articles of incorporation or restated articles
subsection (1) and that the information is correct, it of incorporation and all amendments to them
shall file the document, cancel the certificate of currently in effect.
revocation of authority, and reinstate the foreign (b) Its bylaws or restated bylaws and all
corporation effective on the date on which the amendments to them currently in effect.
reinstatement document is filed. (c) The minutes of all members’ meetings and
(3) When the reinstatement is effective, it relates records of all action taken by members without a
back to and takes effect as of the effective date of meeting for the past 3 years.
the revocation of authority and the foreign (d) Written communications to all members
corporation resumes carrying on its affairs as if the generally or all members of a class within the past 3
revocation of authority has never occurred. years, including the financial statements furnished
(4) The name of the foreign corporation whose for the past 3 years under s. 617.1605.
certificate of authority has been revoked shall not be (e) A list of the names and business street, or
available for assumption or use by another home if there is no business street, addresses of its
corporation until 1 year after the effective date of current directors and officers.
revocation of authority unless the corporation (f) Its most recent annual report delivered to the
provides the Department of State with an affidavit Department of State under s. 617.1622.
executed as required by s. 617.01201 permitting the
immediate assumption or use of the name by 617.1602 Inspection of records by members.—
another corporation. (1) A member of a corporation is entitled to
(5) If the name of the foreign corporation has been inspect and copy, during regular business hours at
lawfully assumed in this state by another the corporation’s principal office or at a reasonable
corporation, the Department of State shall require location specified by the corporation, any of the
the foreign corporation to comply with s. 617.1506 records of the corporation described in s.
before accepting its application for reinstatement. 617.1601(5), if the member gives the corporation
written notice of his or her demand at least 10
617.1601 Corporate records.— business days before the date on which he or she
wishes to inspect and copy.

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(2) A member of a corporation is entitled to (6) For purposes of this section, the term
inspect and copy, during regular business hours at a “member” includes a beneficial owner whose shares
reasonable location specified by the corporation, are held in a voting trust or by a nominee on his or
any of the following records of the corporation if the her behalf.
member meets the requirements of subsection (3) (7) For purposes of this section, a “proper
and gives the corporation written notice of his or her purpose” means a purpose reasonably related to
demand at least 10 business days before the date on such person’s interest as a member.
which he or she wishes to inspect and copy:
(a) Excerpts from minutes of any meeting of the 617.1603 Scope of inspection right.—
board of directors, records of any action of a (1) A member’s agent or attorney has the same
committee of the board of directors while acting in inspection and copying rights as the member he or
place of the board of directors on behalf of the she represents.
corporation, minutes of any meeting of the (2) The right to copy records under s. 617.1602
members, and records of action taken by the includes, if reasonable, the right to receive copies
members or board of directors without a meeting, to made by photographic, xerographic, or other means.
the extent not subject to inspection under subsection (3) The corporation may impose a reasonable
(1). charge, covering the costs of labor and material, for
(b) Accounting records of the corporation. copies of any documents provided to the member.
(c) The record of members. The charge may not exceed the estimated cost of
(d) Any other books and records. production or reproduction of the records. If the
(3) A member may inspect and copy the records records are kept in other than written form, the
described in subsection (2) only if: corporation shall convert such records into written
(a) The member’s demand is made in good faith form upon the request of any person entitled to
and for a proper purpose; inspect the same. The corporation shall bear the
(b) The member describes with reasonable costs of converting any records described in s.
particularity his or her purpose and the records he or 617.1601(5). The requesting member shall bear the
she desires to inspect; costs, including the cost of compiling the
(c) The records are directly connected with the information requested, incurred to convert any
member’s purpose. records described in s. 617.1602(2).
(4) This section does not affect: (4) If requested by a member, the corporation
(a) The right of a member in litigation with the shall comply with a member’s demand to inspect
corporation to inspect and copy records to the same the records of members under s. 617.1602(2)(c) by
extent as any other litigant. providing him or her with a list of its members of
(b) The power of a court, independently of this the nature described in s. 617.1601(3). Such a list
chapter, to compel the production of corporate shall be compiled as of the last record date for
records for examination. which it has been compiled or as of a subsequent
(5) A corporation may deny any demand for date if specified by the member.
inspection made pursuant to subsection (2) if the
demand was made for an improper purpose, or if the 617.1604 Court-ordered inspection.—
demanding member has within 2 years preceding his (1) If a corporation does not, within a reasonable
or her demand sold or offered for sale any list of time, allow a member to inspect and copy any
members of the corporation or any other record, and the member complies with any
corporation, has aided or abetted any person in prerequisites to inspection and copying imposed by
procuring any list of members for any such purpose, this section, the member may apply to the circuit
or has improperly used any information secured court in the county where the corporation’s
through any prior examination of the records of the principal office, or, if none in this state, its
corporation or any other corporation. registered office, is located for an order to permit
inspection and copying of the records demanded.

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 CORPORATIONS NOT FOR PROFIT

The court shall dispose of an application under this (b) The date of incorporation or, if a foreign
subsection on an expedited summary basis. corporation, the date on which it was admitted to
(2) If the court orders inspection or copying of the conduct its affairs in this state;
records demanded, it shall also order the (c) The address of the principal office and the
corporation and the custodian of the particular mailing address of the corporation;
records demanded to pay the member’s costs, (d) The corporation’s federal employer
including reasonable attorney’s fees, reasonably identification number, if any, or, if none, whether
incurred to obtain the order and enforce its rights one has been applied for;
under this section unless the corporation, or the (e) The names and business street addresses of its
officer, director, or agent, as the case may be, directors and principal officers;
provides that it or he or she refused inspection in (f) The street address of its registered office in this
good faith because it or he or she had a reasonable state and the name of its registered agent at that
basis for doubt about the right of the member to office; and
inspect or copy the records demanded. (g) Such additional information as may be
(3) If the court orders inspection or copying of the necessary or appropriate to enable the Department
records demanded, it may impose reasonable of State to carry out the provisions of this act.
restrictions on the use or distribution of the records (2) The deposit of such report, on or before May
by the demanding member. 1, in the United States mail in a sealed envelope,
properly addressed with postage prepaid, constitutes
617.1605 Financial reports for members.—A compliance with subsection (1).
corporation, upon a member’s written demand, shall (3) If an annual report does not contain the
furnish that member its latest annual financial information required by subsection (1), the
statements, which may be consolidated or combined Department of State shall promptly notify the
statements of the corporation and one or more of its reporting domestic or foreign corporation in writing
subsidiaries or affiliates, as appropriate, and which and return the report to it for correction. If the report
include a balance sheet as of the end of the fiscal is corrected to contain the information required by
year and a statement of operations for that year. If subsection (1) and delivered to the Department of
financial statements are prepared for the corporation State within 30 days after the effective date of
on the basis of generally accepted accounting notice, it is deemed to be timely filed.
principles, the annual financial statements must also (4) Each annual report must be executed by the
be prepared on such basis. corporation by an officer or director or, if the
corporation is in the hands of a receiver or trustee,
617.1606 Access to records.—Sections must be executed on behalf of the corporation by
617.1601-617.1605 do not apply to a corporation such receiver or trustee, and the signing of the
that is an association, as defined in s. 720.301, or a annual report shall have the same legal effect as if
corporation regulated under chapter 718 or chapter made under oath, without the necessity of
719. appending such oath thereto.
(5) The first annual report must be delivered to the
617.1622 Annual report for Department of Department of State between January 1 and May 1
State.— of the year following the calendar year in which a
(1) Each domestic and each foreign corporation domestic corporation was incorporated or a foreign
authorized to conduct its affairs in this state shall corporation was authorized to conduct affairs.
deliver to the Department of State for filing a sworn Subsequent annual reports must be delivered to the
annual report, on such form as the Department of Department of State between January 1 and May 1
State prescribes, that sets forth: of the subsequent calendar years.
(a) The name of the corporation and the state or (6) Information in the annual report must be
country under the law of which it is incorporated; current as of the date the annual report is executed
on behalf of the corporation.

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(7) If an additional report is received, the and amendments granted by circuit judges, and by
department shall file the document and make the the Department of State, as to legislative charters,
information contained therein part of the official and the corporation thereafter shall be subject to the
record. requirements of ss. 617.0501 and 617.1622.
(8) Any corporation that fails to file an annual (c) Any such corporation which fails to comply
report which complies with the requirements of this with paragraph (b), and is not exempt from the
section may not maintain or defend any action in requirements thereof pursuant to subsection (2), is,
any court of this state until such report is filed and as of July 2, 1992, dissolved and thereafter may not
all fees and taxes due under this act are paid, and maintain or defend any action in any of the courts in
such corporation is subject to dissolution or this state.
cancellation of its certificate of authority to conduct (d) Any corporation dissolved pursuant to
its affairs as provided in this act. paragraph (c) shall be reinstated upon application to
(9) The department shall prescribe the forms on the Department of State, signed by an officer or
which to make the annual report called for in this director thereof, accompanied by a copy of its
section and may substitute the uniform business charter and all amendments thereto, certified by the
report, pursuant to s. 606.06, as a means of clerk of the circuit court of the county wherein
satisfying the requirement of this section. recorded, as to charters and amendments granted by
circuit judges, and by the Department of State, as to
617.1623 Corporate information available to legislative charters, together with a registration
the public; application to corporations containing the provisions required in paragraph (a),
incorporated by circuit courts and by special act and the payment of all fees due from the time of
of the Legislature.— dissolution computed at the rate provided by law at
(1)(a) Each corporation incorporated in this state the time the corporation applies for reinstatement.
shall maintain a registered agent and registered (e) Whenever the application for reinstatement is
office in accordance with s. 617.0501, and current approved and filed by the Department of State, the
information regarding the corporations incorporated corporate existence shall be deemed to have
in this state shall be readily available to the public. continued without interruption from the date of
At a minimum, such information must include the dissolution. The reinstatement terminates any
text of the charter or articles of incorporation and all personal liability of the directors, officers, or agents
amendments thereto, the name of the corporation, of the corporation incurred on account of actions
the date of incorporation, the street address of the taken during the period between dissolution and
principal office of the corporation, the corporation’s reinstatement. Upon reinstatement, the corporation
federal employer identification number, the name shall be subject to the requirements of ss. 617.0501
and business street address of each officer, the name and 617.1622.
and business street address of each director, the (2) Any corporation which has reincorporated
name of its registered agent, and the street address under s. 617.0901 or former s. 617.012, Florida
of its registered office. Statutes 1989, is exempt from the requirements of
(b) Any corporation which has a charter approved this section.
by a circuit judge under former chapter 617, Florida
Statutes 1989, or a charter granted by the 617.1701 Application to existing domestic
Legislature on or before September 1, 1959, the corporation.—This act applies to all domestic
effective date of chapter 59-427, Laws of Florida, corporations in existence on July 1, 1991, that were
must file with the Department of State, not later incorporated under any general statute of this state
than July 1, 1992, a copy of its charter and all providing for incorporation of corporations not for
amendments thereto, certified by the clerk of the profit if power to amend or repeal the statute under
circuit court of the county wherein recorded, which the corporation was incorporated was
together with a registration containing the reserved.
provisions required in paragraph (a), as to charters

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617.1702 Application to qualified foreign (c) The name of the corporation, as set forth in its
corporations.—A foreign corporation authorized to articles of incorporation; and
conduct its affairs in this state on July 1, 1991, is (d) The jurisdiction that constituted the seat, siege
subject to this act but is not required to obtain a new social, or principal place of business or central
certificate of authority to conduct its affairs under administration of the corporation, or any other
this act. equivalent jurisdiction under applicable law,
immediately before the filing of the certificate of
617.1703 Application of chapter.—In the event domestication.
of any conflict between the provisions of this (4) Upon filing the certificate of domestication
chapter and chapter 718 regarding condominiums, and articles of incorporation, the corporation shall
chapter 719 regarding cooperatives, chapter 720 be domesticated in this state and shall thereafter be
regarding homeowners’ associations, chapter 721 subject to this section, except that notwithstanding
regarding timeshares, or chapter 723 regarding s. 617.0203, the existence of the corporation shall
mobile home owners’ associations, the provisions be deemed to have commenced on the date it
of such other chapters shall apply. The provisions of commenced its existence in the jurisdiction in
ss. 617.0605-617.0608 do not apply to corporations which it was first formed, incorporated, or
regulated by any of the foregoing chapters or to any otherwise came into being.
other corporation where membership in the (5) The domestication of any not-for-profit
corporation is required pursuant to a document corporation in this state does not affect any
recorded in the county property records. obligations or liabilities that it incurred before its
domestication.
617.1711 Application to foreign and interstate (6) The filing of a certificate of domestication
commerce.—The provisions of this act apply to does not affect the choice of law applicable to the
commerce with foreign nations and among the corporation, except that, after the date the certificate
several states only insofar as such commerce may be of domestication is filed, the law of this state,
permitted under the Constitution and laws of the applies to the corporation to the same extent as if it
United States. had been incorporated as a not-for-profit
corporation of this state on that date.
617.1803 Domestication of foreign not-for- (7) The certificate of domestication shall be
profit corporations.— signed by any corporate officer, director, trustee,
(1) As used in this section, the term “not-for-profit manager, partner, or other person performing
corporation” includes any not-for-profit functions equivalent to those of an officer or
incorporated organization. director, however named or described, who is
(2) Any foreign not-for-profit corporation may authorized to sign the certificate of domestication
become domesticated in this state by filing with the on behalf of the corporation.
Department of State: (8) When a domestication becomes effective:
(a) A certificate of domestication, executed in (a) The title to all real and personal property, both
accordance with subsection (7) and filed in tangible and intangible, of the foreign corporation
accordance with s. 617.01201; and remains in the domesticated corporation without
(b) Articles of incorporation, executed and filed in reversion or impairment;
accordance with ss. 617.01201 and 617.0202. (b) The liabilities of the foreign corporation
(3) The certificate of domestication shall certify: remain the liabilities of the domesticated
(a) The date on which and the jurisdiction in corporation;
which the corporation was first formed, (c) An action or proceeding against the foreign
incorporated, or otherwise came into being; corporation continues against the domesticated
(b) The name of the corporation immediately corporation as if the domestication had not
before the filing of the certificate of domestication; occurred;

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(d) The articles of incorporation attached to the provisions required in original articles of
certificate of domestication constitute the articles of incorporation by s. 617.0202.
incorporation of the domesticated corporation; and
(e) Membership interests in the foreign 617.1807 Conversion to corporation not for
corporation remain identical in the domesticated profit; authority of circuit judge.—If the circuit
corporation. judge to whom the petition and proposed articles of
incorporation are presented finds that the petition
617.1805 Corporations for profit; when may and proposed articles are in proper form, he or she
become corporations not for profit.—Any shall approve the articles of incorporation and
corporation for profit incorporated under any of the endorse his or her approval thereon; such approval
laws of the state, engaged solely in carrying out the shall provide that all of the property of the
purposes and objects for which corporations not for petitioning corporation shall become the property of
profit are authorized under state law to carry out, the successor corporation not for profit, subject to
may change its corporate nature from a corporation all indebtedness and liabilities of the petitioning
for profit to that of a corporation not for profit as corporation. The articles of incorporation with such
defined in this act, by filing a petition in the circuit endorsements thereupon shall be sent to the
court of the county wherein its principal place of Department of State, which shall, upon receipt
business is located in the name of the corporation thereof and upon payment of all taxes due the state
signed by an officer of the corporation and under its by the petitioning corporation, if any, issue a
corporate seal setting forth the purposes and objects certificate showing the receipt of the articles of
in which it is solely engaged, and requesting that the incorporation with the endorsement of approval
nature of the corporation be changed. However, any thereon and of the payment of all taxes to the state.
corporation for profit, which has transferred, or is in Upon payment of the filing fees specified in s.
the process of transferring, its functions and assets 617.0122, the Department of State shall file the
to a corporation not for profit by proceedings under articles of incorporation, and from thenceforth the
this act shall, upon the recital of the facts, petitioning corporation shall become a corporation
circumstances, and intentions surrounding such not for profit under the name adopted in the articles
transfer proceedings in a petition filed in accordance of incorporation and subject to all the rights,
with s. 617.1806, and the subsequent approval powers, immunities, duties, and liabilities of
thereof by the circuit judge to whom presented, be corporations not for profit under state law, and its
deemed to have acted under this act and such rights, powers, immunities, duties, and liabilities as
corporation not for profit shall succeed to the rights, a corporation for profit shall cease and determine.
liabilities, and assets of its corporate predecessor.
617.1808 Application of act to corporation
617.1806 Conversion to corporation not for converted to corporation not for profit.—All the
profit; petition and contents.—A petition for provisions of this act relating to corporations not for
conversion to a corporation not for profit pursuant profit, except insofar as they are inconsistent with
to s. 617.1805 shall be accompanied by the written ss. 617.1805, 617.1806, and 617.1807, shall be
consent of all the shareholders authorizing the applicable to any corporation whose character has
change in the corporate nature and directing an been changed under ss. 617.1805, 617.1806, and
authorized officer to file such petition before the 617.1807 and shall henceforth govern such
court, together with a statement agreeing to accept corporation.
all the property of the petitioning corporation and
agreeing to assume and pay all its indebtedness and
liabilities, and the proposed articles of incorporation
signed by the president and secretary of the 617.1809 Limited agricultural association;
petitioning corporation which shall set forth the conversion to a domestic corporation not for
profit.—

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(1) As used in this section, the term “limited domestic corporation to which the association is
agricultural association” or “association” means a converted and are the property of the corporation as
limited agricultural association formed under ss. they were of the association. The title to any real
604.09-604.14. property that is vested by deed or otherwise in the
(2) A limited agricultural association may convert converting association does not revert and is not
to a domestic corporation not for profit by filing the impaired by the operation of this chapter, but all
following documents with the department in rights of creditors and all liens upon any property of
accordance with s. 617.01201: the association are preserved unimpaired, and all
(a) A certificate of conversion, which must be debts, liabilities, and duties of the association attach
executed by a person authorized in s. 617.01201(6) to the domestic corporation and are enforceable
and such other persons that may be required in the against it to the same extent as if the debts,
association’s articles of association or bylaws. liabilities, and duties had been incurred or
(b) Articles of incorporation, which must comply contracted by the corporation.
with s. 617.0202 and be executed by a person (7) The limited agricultural association is not
authorized in s. 617.01201(6). required to wind up its affairs or pay its liabilities
(3) The certificate of conversion must include: and distribute its assets. Conversion does not
(a) The date upon which the association was constitute a dissolution of the association but is a
initially formed under ss. 604.09-604.14. continuation of the association’s existence in the
(b) The name of the association immediately form of the domestic corporation.
before filing the certificate of conversion. (8) Before a limited agricultural association may
(c) The name of the domestic corporation as set file a certificate of conversion with the department,
forth in its articles of incorporation. unless otherwise specified in the association’s
(d) The effective date of the conversion. If the articles of association or bylaws, the conversion
conversion does not take effect upon filing the must be approved by a majority vote of the
certificate of conversion and articles of association’s members, and the articles of
incorporation, the delayed effective date for the incorporation must be approved by the same
conversion, subject to the limitation in s. authorization required for approval of the
617.0123(2), must be a date certain and the same as conversion. As part of the approval, the converting
the effective date of the articles of incorporation. association may provide a plan or other record of
(4) When the certificate of conversion and articles conversion which describes the manner and basis of
of incorporation are filed with the department, or converting the membership interests in the
upon the delayed effective date, the association is association into membership interests in the
converted to the domestic corporation, and the domestic corporation. The plan or other record may
corporation becomes subject to this chapter. also contain other provisions relating to the
However, notwithstanding s. 617.0123, the conversion, including, but not limited to, the right
existence of the corporation is deemed to have of the converting association to abandon the
commenced when the association was initially proposed conversion or an effective date for the
formed under ss. 604.09-604.14. conversion that is consistent with paragraph (3)(d).
(5) Conversion of a limited agricultural
association to a domestic corporation does not affect 617.1904 Estoppel.—No body of persons acting
any obligation or liability of the association that was as a corporation shall be permitted to set up the lack
incurred before the conversion. of legal organization as a defense to an action
(6) When a conversion takes effect under this against them as a corporation, nor shall any person
section, all rights, privileges, and powers of the sued on a contract made with the corporation or
converting association, all property, real, personal, sued for an injury to its property or a wrong done to
and mixed, and all debts due to the association, as its interests be permitted to set up the lack of such
well as all other assets and causes of action legal organization in his or her defense.
belonging to the association, are vested in the

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617.1907 Effect of repeal or amendment of

prior acts.— 617.2002 Corporation not for profit organized
(1) Except as provided in subsection (2), the pursuant to s. 2, ch. 87-296; requirements.—A
repeal or amendment of a statute by this chapter corporation not for profit organized pursuant to the
does not affect: provisions of s. 2, chapter 87-296, Laws of Florida,
(a) The operation of the statute or any action taken must meet the following requirements:
under it before its repeal or amendment; (1) At least 25 percent of its physicians must have
(b) Any ratification, right, remedy, privilege, a full-time contract for the provision of medical
obligation, or liability acquired, accrued, or incurred services with the corporation, be currently certified
under the statute before its repeal or amendment; as specialists by the appropriate American specialty
(c) Any violation of the statute, or any penalty, boards accredited by the Council on Medical
forfeiture, or punishment incurred because of the Education of the American Medical Association,
violation, before its repeal or amendment; or and have clinical privileges at one or more hospitals
(d) Any proceeding, reorganization, or dissolution in this state.
commenced before its repeal or amendment, and the (2) A hospital owned by a corporation organized
proceeding, reorganization, or dissolution may be pursuant to s. 2, chapter 87-296, Laws of Florida,
completed as if it had not been repealed or must provide Medicaid and charity care.
amended.
(2) If a penalty or punishment imposed for 617.2003 Proceedings to revoke articles of
violation of a statute repealed or amended by this incorporation or charter or prevent its use.—If
chapter is reduced by this act, the penalty or any member or citizen complains to the Department
punishment if not already imposed shall be imposed of Legal Affairs that any corporation organized
in accordance with this chapter. under this act was organized or is being used as a
cover to evade any of the laws against crime, or for
617.1908 Applicability of Florida Business purposes inconsistent with those stated in its articles
Corporation Act.—Except as otherwise made of incorporation or charter, or that an officer or
applicable by specific reference in any other section director of a corporation has participated in a sale or
of this chapter, the provisions of chapter 607, the transaction that is affected by a conflict of interest
Florida Business Corporation Act, shall not apply to or from which he or she derived an improper
any corporations not for profit. personal benefit, either directly or indirectly, and
shall submit prima facie evidence to sustain such
617.2001 Corporations which may be charge, together with sufficient money to cover
incorporated hereunder; incorporation of court costs and expenses, the department shall
certain medical services corporations.— institute and in due course prosecute to final
(1) Corporations may be organized and judgment such legal or equitable proceedings as
incorporated under this act for any one or more may be considered advisable either to revoke the
lawful purposes not for pecuniary profit. However, articles of incorporation or charter, to prevent its
corporations not for profit which may be improper use, or to recover on behalf of the
incorporated under any other law of this state corporation or its unknown beneficiaries any profits
governing particular types of corporations may not improperly received by the corporation or its
be incorporated under this act. officers or directors.
(2) A corporation not for profit organized prior to
December 1, 1987, pursuant to the provisions of
chapter 85-56, Laws of Florida, or to the provisions
of s. 2, chapter 87-296, Laws of Florida, may 617.2004 Extinct churches and religious
conduct the practice of medicine, conduct programs societies; property.—Property, both real and
of medical education, and carry on major medical personal, belonging to or held in trust for any
research efforts. church or any religious society belonging to any

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religious denomination in this state that has or shall of Labor, Florida Federation of Labor, or any
become extinct, shall vest in and become the component parts or significant words of such terms,
property of that denomination of which such church whether the same be used in juxtaposition or with
or religious society is a member. However, this interspace, may be incorporated under this act.
section shall not affect the title to any property that (1) In addition to the requirements of ss.
is now held by any of the denominational 617.02011 and 617.0202, the articles of
associations or organizations of the state, and this incorporation for a labor union or body shall set
section shall not affect the reversionary interest of forth the necessity for the incorporation, shall be
any person in such property or any valid lien subscribed to by not less than five persons, and shall
thereon. be acknowledged by all of the subscribers, who
shall also make and subscribe to an oath, to be
617.2005 Extinct churches and religious endorsed on the articles of incorporation, that it is
societies; dissolution.—Any church or religious intended in good faith to carry out the purposes and
society in this state which has ceased or failed to objects set forth in the articles of incorporation. The
maintain religious worship or service, or to use its articles of incorporation shall be filed in the office
property for religious worship or services according of the clerk of the circuit court of the county in
to the tenets, usages, and customs of a church of the which the labor union or body is organized, and the
denomination of which it is a member in this state approval of the judge of the circuit court shall be
for the space of 2 consecutive years, or whose obtained.
membership has so diminished in numbers or in (2) The subscribers of the articles of incorporation
financial strength as to render it impossible for such shall give notice of their intention to obtain
church or society to maintain religious worship or approval thereof by the circuit judge. Such notice
services, or to protect its property from exposure to shall state the name of the judge, the date the
waste and dilapidation for a period of 2 years, shall articles of incorporation will be presented, and the
be extinct. Upon the facts being established to the general nature and necessity of the articles of
satisfaction of the circuit court in and for the county incorporation. Notice shall be published in a
in which such church or society has been situated, newspaper of general circulation in the county in
an order of such court may be made dissolving the which the labor union or body is organized at least
church or religious society and the property of such once, or posted at the courthouse door in counties
church or society, or the property which may be having no newspapers, at least 10 days prior to the
held in trust for such church or society, may by date the articles of incorporation will be presented
court order be transferred to and the title and to the judge.
possession thereof vested in the denomination of (3) When presented to the judge, the articles of
which such church or society was a member. A copy incorporation shall be accompanied by a petition,
of the decree of dissolution shall be filed with the signed and sworn to by the subscribers, stating fully
Department of State. the aims and purposes of such organization and the
necessity therefor.
617.2006 Incorporation of labor unions or (4) Upon the filing of the articles of incorporation
bodies.—Any group or combination of groups of and the petition, and the giving of such notice, the
workers or wage earners, bearing the name labor, circuit judge to whom such petition may be
organized labor, federation of labor, brotherhood of addressed shall, upon the date stated in such notice,
labor, union labor, union labor committee, trade take testimony and inquire into the admissions and
union, trades union, union labor council, building purposes of such organization and the necessity
trades council, building trades union, allied trades therefor, and upon such hearing, if the circuit judge
union, central labor body, central labor union, shall be satisfied that the allegations set forth in the
federated trades council, local union, state union, petition and articles of incorporation have been
national union, international union, district labor substantiated, and shall find that such organization
council, district labor union, American Federation will not be harmful to the community in which it

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proposes to operate, or to the state, and that it is be levied until after the corporation has provided
intended in good faith to carry out the purposes and notice thereof to the members concerned and has
objects set forth in the articles of incorporation, and afforded the member an opportunity to be heard on
that there is a necessity therefor, the judge shall the matter. The foregoing notice and hearing shall
approve the articles of incorporation and endorse his not be required as to the levy of a late fee for
or her approval thereon. Upon the filing of the nonpayment of dues.
articles of incorporation with its endorsements
thereupon with the Department of State and 617.2104 Florida Uniform Prudent
payment of the filing fees specified in s. 617.0122, Management of Institutional Funds Act.—
the subscribers and their associates and successors (1) SHORT TITLE.—This section may be cited as
shall be a corporation by the name given. the “Florida Uniform Prudent Management of
(5) Any person may intervene by filing an answer Institutional Funds Act.”
to the petition stating his or her reasons, if any, and (2) DEFINITIONS.—For purposes of this section:
be heard thereon, why the circuit judge shall not (a) “Charitable purpose” means the relief of
approve the articles of incorporation. poverty, the advancement of education or religion,
(6) The existence, amendment of the articles of the promotion of health, the promotion of a
incorporation, and dissolution of any such governmental purpose, or any other purpose the
corporation shall be in accordance with this act. achievement of which is beneficial to the
community.
617.2007 Sponge packing and marketing (b) “Endowment fund” means an institutional
corporations.—Persons engaged in the business of fund or part thereof that, under the terms of a gift
buying, selling, packing, and marketing commercial instrument, is not wholly expendable by the
sponges may incorporate under this act to aid in institution on a current basis. The term does not
facilitating the orderly cooperative buying, selling, include assets that an institution designates as an
packing, and marketing of commercial sponges. endowment fund for its own use.
Such association is not a combination in restraint of (c) “Gift instrument” means a record or records,
trade or an illegal monopoly or an attempt to lessen including an institutional solicitation, under which
competition or fix prices arbitrarily, and any property is granted to, transferred to, or held by an
marketing contract or agreement by the corporation institution as an institutional fund.
and its members, or the exercise of any power (d) “Institution” means:
granted by this act is not illegal or in restraint of 1. A person organized and operated exclusively
trade. for charitable purposes, other than:
a. An individual; or
617.2101 Corporation authorized to act as b. A trust subject to s. 518.11;
trustee.—Any corporation, organized under this 2. A government or governmental subdivision,
act, may act as trustee of property whenever the agency, or instrumentality to the extent that it holds
corporation has either a beneficial, contingent, or funds exclusively for a charitable purpose; or
remainder interest in such property. Any corporation 3. A trust that had both charitable and
may accept and hold the legal title to property, the noncharitable interests after all noncharitable
beneficial interest of which is owned by any other interests have been terminated if the trust is not
eleemosynary institution or nonprofit corporation or subject to s. 518.11.
fraternal, benevolent, charitable, or religious society (e) “Institutional fund” means a fund held by an
or association. institution exclusively for charitable purposes. The
term does not include:
617.2102 Fines and penalties against 1. Program-related assets;
members.—A corporation may, if so authorized in 2. A fund held for an institution by a trustee that is
the bylaws, levy fines or otherwise penalize not an institution;
members of the corporation. No fine or penalty shall

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3. A fund in which a beneficiary that is not an (e) Except as otherwise provided by a gift
institution has an interest, other than an interest that instrument, the following rules apply:
could arise upon violation or failure of the purposes 1. In managing and investing an institutional fund,
of the fund; or the following factors, if relevant, must be
4. A fund managed or administered by the State considered:
Board of Administration pursuant to its a. General economic conditions.
constitutional or statutory authority. b. The possible effect of inflation or deflation.
(f) “Person” means an individual, corporation, c. The expected tax consequences, if any, of
business trust, estate, trust, partnership, limited investment decisions or strategies.
liability company, association, joint venture, public d. The role that each investment or course of
corporation, government or governmental action plays within the overall investment portfolio
subdivision, agency, or instrumentality, or any other of the fund.
legal or commercial entity. e. The expected total return from income and the
(g) “Program-related asset” means an asset held appreciation of investments.
by an institution primarily to accomplish a f. Other resources of the institution.
charitable purpose of the institution and not g. The needs of the institution and the fund to
primarily for investment. make distributions and to preserve capital.
(h) “Record” means information that is inscribed h. An asset’s special relationship or special value,
on a tangible medium or that is stored in an if any, to the charitable purposes of the institution.
electronic or other medium and is retrievable in 2. Management and investment decisions about an
perceivable form. individual asset must be made not in isolation but
(3) STANDARD OF CONDUCT IN rather in the context of the institutional fund’s
MANAGING AND INVESTING portfolio of investments as a whole and as a part of
INSTITUTIONAL FUND.— an overall investment strategy having risk and return
(a) Subject to the intent of a donor expressed in a objectives reasonably suited to the fund and to the
gift instrument, an institution, in managing and institution.
investing an institutional fund, shall consider the 3. Except as otherwise provided by law other than
charitable purposes of the institution and the this section, an institution may invest in any kind of
purposes of the institutional fund. property or type of investment consistent with this
(b) In addition to complying with the duty of section.
loyalty imposed by law other than this section, each 4. An institution shall diversify the investments of
person responsible for managing and investing an an institutional fund unless the institution
institutional fund shall manage and invest the fund reasonably and prudently determines under this
in good faith and with the care an ordinarily prudent section that the purposes of the fund are better
person in a like position would exercise under served without diversification.
similar circumstances. 5. Within a reasonable time after receiving
(c) In managing and investing an institutional property, an institution shall make and carry out
fund, an institution: decisions concerning the retention or disposition of
1. May incur only costs that are appropriate and the property or to rebalance a portfolio in order to
reasonable in relation to the assets, the purposes of bring the institutional fund into compliance with the
the institution, and the skills available to the purposes, terms, and distribution requirements of
institution. the institution as necessary to meet other
2. Shall make a reasonable effort to verify facts circumstances of the institution and the
relevant to the management and investment of the requirements of this section.
fund. 6. A person that has special skills or expertise, or
(d) An institution may pool two or more is selected in reliance upon the person’s
institutional funds for purposes of management and representation that the person has special skills or
investment. expertise, has a duty to use those skills or that

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expertise in managing and investing institutional (a) Subject to any specific limitation set forth in a
funds. gift instrument or in law other than this section, an
(4) APPROPRIATION FOR EXPENDITURE OR institution may delegate to an external agent the
ACCUMULATION OF ENDOWMENT FUND; management and investment of an institutional fund
RULES OF CONSTRUCTION.— to the extent that an institution could prudently
(a) Subject to the intent of a donor expressed in delegate under the circumstances. An institution
the gift instrument, an institution may appropriate shall act in good faith, with the care that an
for expenditure or accumulate so much of an ordinarily prudent person in a like position would
endowment fund as the institution determines is exercise under similar circumstances, in:
prudent for the uses, benefits, purposes, and 1. Selecting an agent.
duration for which the endowment fund is 2. Establishing the scope and terms of the
established. Unless stated otherwise in the gift delegation, consistent with the purposes of the
instrument, the assets in an endowment fund are institution and the institutional fund.
donor-restricted assets until appropriated for 3. Periodically reviewing the agent’s actions in
expenditure by the institution. In making a order to monitor the agent’s performance and
determination to appropriate or accumulate, the compliance with the scope and terms of the
institution shall act in good faith with the care that delegation.
an ordinarily prudent person in a like position (b) In performing a delegated function, an agent
would exercise under similar circumstances and owes a duty to the institution to exercise reasonable
shall consider, if relevant, the following factors: care to comply with the scope and terms of the
1. The duration and preservation of the delegation.
endowment fund. (c) An institution that complies with paragraph (a)
2. The purposes of the institution and the is not liable for the decisions or actions of an agent
endowment fund. to which the function was delegated.
3. General economic conditions. (d) By accepting delegation of a management or
4. The possible effect of inflation or deflation. investment function from an institution that is
5. The expected total return from income and the subject to the laws of this state, an agent submits to
appreciation of investments. the jurisdiction of the courts of this state in all
6. Other resources of the institution. proceedings arising from or related to the delegation
7. The investment policy of the institution. or the performance of the delegated function.
(b) To limit the authority to appropriate for (e) An institution may delegate management and
expenditure or accumulate under paragraph (a), a investment functions to its committees, officers, or
gift instrument must specifically state the limitation. employees as authorized by law other than this
(c) Terms in a gift instrument designating a gift as section.
an endowment, or a direction or authorization in the (6) RELEASE OR MODIFICATION OF
gift instrument to use only “income,” “interest,” RESTRICTIONS ON MANAGEMENT,
“dividends,” or “rents, issues, or profits,” or “to INVESTMENT, OR PURPOSE.—
preserve the principal intact,” or words of similar (a) If the donor consents in a record, an institution
import: may release or modify, in whole or in part, a
1. Create an endowment fund of permanent restriction contained in a gift instrument on the
duration unless other language in the gift instrument management, investment, or purpose of an
limits the duration or purpose of the fund. institutional fund. A release or modification may
2. Do not otherwise limit the authority to not allow a fund to be used for a purpose other than
appropriate for expenditure or accumulate under a charitable purpose of the institution.
paragraph (a). (b) If consent of the donor in a record cannot be
(5) DELEGATION OF MANAGEMENT AND obtained by reason of the donor’s death, disability,
INVESTMENT FUNCTIONS.— unavailability, or impossibility of identification, a
governing board may modify a restriction contained

60
 CORPORATIONS NOT FOR PROFIT

in a gift instrument regarding the management, (7) REVIEWING COMPLIANCE.—Compliance

investment, or use of an institutional fund if the with this section is determined in light of the facts
fund has a total value of $100,000 or less and the and circumstances existing at the time a decision is
restriction has become impracticable or wasteful; made or action is taken, and not by hindsight.
impairs the management, investment, or use of the (8) APPLICATION TO EXISTING
fund; or if, because of circumstances not anticipated INSTITUTIONAL FUNDS.—This section applies
by the donor, a modification of a restriction will to institutional funds existing on or established after
further the purposes of the fund. the effective date of this section. As applied to
(c) If an institution determines that a restriction institutional funds existing on the effective date of
contained in a gift instrument on the management, this section, this section governs only decisions
investment, or purpose of an institutional fund is made or actions taken on or after that date.
unlawful, impracticable, impossible to achieve, or (9) RELATION TO ELECTRONIC
wasteful, the institution, after providing written SIGNATURES IN GLOBAL AND NATIONAL
notice to the Attorney General, may release or COMMERCE ACT.—This section modifies, limits,
modify the restriction, in whole or part, if: and supersedes the federal Electronic Signatures in
1. The institutional fund subject to the restriction Global and National Commerce Act, 15 U.S.C. ss.
has a total value of at least $100,000 and not more 7001 et seq., but does not modify, limit, or
than $250,000; supersede s. 101(c) of that act, 15 U.S.C. s. 7001(c),
2. More than 20 years have elapsed since the fund or authorize electronic delivery of any of the notices
was established; and described in s. 103(b) of that act, 15 U.S.C. s.
3. The institution uses the property in a manner 7003(b).
consistent with the charitable purposes expressed in (10) UNIFORMITY OF APPLICATION AND
the gift instrument. CONSTRUCTION.—In applying and construing
(d) The circuit court for the circuit in which an this uniform act, consideration must be given to the
institution is located, upon application of that need to promote uniformity of the law with respect
institution, may modify a restriction contained in a to its subject matter among states that enact it.
gift instrument regarding the management or
investment of an institutional fund if the restriction 617.2105 Corporation issued a deed to real
has become impracticable or wasteful, if it impairs property.—When a corporation or foreign
the management or investment of the fund, or if, corporation subject to this chapter is issued a deed
because of circumstances not anticipated by the to real property in the state by the Board of Trustees
donor, a modification of a restriction will further the of the Internal Improvement Trust Fund containing
purposes of the fund. The institution shall notify the a reverter clause that restricts the use of property to
Attorney General of the application. To the extent specified uses in the deed, the failure to put the
practicable, any modification must be made in property to the required use within a period of 3
accordance with the donor’s probable intention. years after the grant, unless a stricter time period is
(e) If a particular charitable purpose or a contained in the deed, is prima facie evidence that
restriction contained in a gift instrument on the use the restriction is violated, subjecting the property to
of an institutional fund becomes unlawful, reversion to the Board of Trustees of the Internal
impracticable, impossible to achieve, or wasteful, Improvement Trust Fund at its discretion. This
the circuit court for the circuit in which an section applies retroactively and prospectively and
institution is located, upon application of that may not be construed to excuse for any period of
institution, may modify the purpose of the fund or time a use of the property in violation of the
the restriction on the use of the fund in a manner restrictive use.
consistent with the charitable purposes expressed in
the gift instrument. The institution shall notify the
Attorney General of the application.

61
 FLORIDA DEPARTMENT OF STATE
DIVISION OF CORPORATIONS

INSTRUCTIONS FOR NOT FOR PROFIT ARTICLES OF INCORPORATION

The following are instructions, a cover letter and sample articles of incorporation pursuant to Chapter 617,
Florida Statutes (F.S.)

NOTE: THIS IS A BASIC FORM MEETING MINIMAL REQUIREMENTS FOR FILING ARTICLES
OF INCORPORATION.

The Division of Corporations strongly recommends that corporate documents be reviewed by your legal
counsel. The Division is a filing agency and as such does not render any legal, accounting, or tax advice.

If you intend to apply for IRS federal tax exemption as a charitable organization, your articles of incorporation
must contain a required purposed clause and a dissolution of assets provision. Valuable information on 501 (c)
(3) qualification is on the IRS website, www.irs.gov. It includes sample articles of incorporation. Click the
“charities and Nonprofits” link and then the Life Cycle of a Public Charity link.

Chapter 496, F.S., requires charitable organizations or sponsors intending to solicit contributions from the
public in the state of Florida to register annually with the Division of Consumer Services. They may be reached
at (850) 488-2221 or 1-800-435-7352 for more information.

A preliminary search for name availability can be made on the Internet through the Division’s records at
www.sunbiz.org. Preliminary name searches and name reservations are no longer available from the Division
of Corporations. You are responsible for any name infringement that may result from your corporate name
selection.

Pursuant to Chapter 617.0202, F.S., the articles of incorporation must set forth the following:

Article I: The name of the corporation must include a corporate suffix such as Corporation,
Corp., Incorporated, or Inc.; “Company” or “Co.” may not be used as a corporate
suffix by a nonprofit corporation.

Article II: The principal place of business and mailing address of the corporation. The principal address
must be a street address. The mailing address, if different, can be a P.O. Box address.

CR2E006 (04/13)

62
Article III: The specific purpose or purposes for which the corporation is organized. A general
statement of “any and all lawful business” will not be sufficient.

Article IV: The manner in which the Directors are elected or appointed.

Article V: The names, address and titles of the Directors/Officers (optional) When naming Directors, 3
must be listed. The names of officers/directors may be required to apply for a license, open a
bank account, etc.

Article VI: The name and Florida street address (P.O. Box NOT acceptable) of the initial
Registered Agent. The Registered Agent must sign in the space provided and type or
print his/her name below signature accepting the designation as Registered Agent.

Article VII: The name and address of the Incorporator. The Incorporator must sign in the space
provided and type or print his/her name below signature.

The “incorporator” is the person who prepares and signs the Articles of Incorporation and then
submits them for filing to the Division of Corporations. The function of the incorporator usually
ends after the corporation is filed.

An Effective Date: Add a separate article if applicable or necessary: An effective date may be
added to the Articles of Incorporation, otherwise the date of receipt will be the
file date. (An effective date can not be more than five (5) business days prior to
the date of receipt or ninety (90) days after the date of filing).

Important Information About the Requirement to File an Annual Report

All Florida Not- For-Profit Corporations must file an Annual Report yearly to maintain “active” status. The first
report is due in the year following formation. The report must be filed electronically online between January 1st
and May 1st. The fee for the annual report is $61.25. “Annual Report Reminder Notices” are sent to the e-mail
address you provide us when you submit this document for filing. To file any time after January 1st, go to our
website at www.sunbiz.org.

**********************************************************************************

The fee for filing a not for profit corporation is:

Filing Fee $35.00
Designation of Registered Agent $35.00
Certified Copy (optional) $8.75 (plus $1 per page for each page over 8, not to exceed a
maximum of $52.50).
Certificate of Status (optional) $8.75

(Make checks payable to Department of State)

Mailing Address: Street Address:

Department of State Department of State
Division of Corporations Division of Corporations
P.O. Box 6327 Clifton Building
Tallahassee, FL 32314 2661 Executive Center Circle
(850) 245-6052 Tallahassee, FL 32301
(850) 245-6052
63
 COVER LETTER

Department of State
Division of Corporations
P. O. Box 6327
Tallahassee, FL 32314

SUBJECT:
(PROPOSED CORPORATE NAME – MUST INCLUDE SUFFIX)

Enclosed is an original and one (1) copy of the Articles of Incorporation and a check for :

 $70.00  $78.75 $78.75  $87.50

Filing Fee Filing Fee & Filing Fee Filing Fee,
Certificate of & Certified Copy Certified Copy
Status & Certificate

ADDITIONAL COPY REQUIRED

FROM:
Name (Printed or typed)

Address

City, State & Zip

Daytime Telephone number

E-mail address: (to be used for future annual report notification)

NOTE: Please provide the original and one copy of the articles.

64
 ARTICLES OF INCORPORATION
In compliance with Chapter 617, F.S., (Not for Profit)

ARTICLE I NAME
The name of the corporation shall be: _________________________________________________________________________

ARTICLE II PRINCIPAL OFFICE

Principal street address: Mailing address, if different is:

____________________________________________________________ _______________________________________________________________

____________________________________________________________ _______________________________________________________________

____________________________________________________________ _______________________________________________________________

ARTICLE III PURPOSE

The purpose for which the corporation is organized is: _______________________________________________________________

___________________________________________________________________________________________________________

___________________________________________________________________________________________________________

___________________________________________________________________________________________________________

___________________________________________________________________________________________________________

___________________________________________________________________________________________________________

___________________________________________________________________________________________________________

ARTICLE IV MANNER OF ELECTION The manner in which the directors are elected and appointed: __________________

________________________________________________________________________________________________________________________

ARTICLE V INITIAL OFFICERS AND/OR DIRECTORS

Name and Title: Name and Title:

Address Address:

Name and Title: Name and Title:

Address Address:

65
Name and Title: Name and Title:

Address Address:

Name and Title: Name and Title:

Address Address:

Name and Title: Name and Title:

Address Address:

ARTICLE VI REGISTERED AGENT

The name and Florida street address (P.O. Box NOT acceptable) of the registered agent is:

Name:

Address:

ARTICLE VII INCORPORATOR

The name and address of the Incorporator is:

Name:

Address:

Having been named as registered agent to accept service of process for the above stated corporation at the place designated in this
certificate, I am familiar with and accept the appointment as registered agent and agree to act in this capacity

Required Signature of Registered Agent Date

I submit this document and affirm that the facts stated herein are true. I am aware that any false information submitted in a document
to the Department of State constitutes a third degree felony as provided for in s.817.155, F.S.

Required Signature of Incorporator Date

66
 FLORIDA DEPARTMENT OF STATE
DIVISION OF CORPORATIONS

Attached are the forms and instructions to register a foreign not for profit corporation to conduct
its affairs in Florida. The requirements are as follows:

 Pursuant to section 617.1503(1), Florida Statutes, the attached application must be

completed in its entirety.

 The corporation must submit an original certificate of existence, no more than 90 days old,
duly authenticated by the Secretary of State or the proper official having custody of
corporate records in the state or country under the law of which it is incorporated. A
photocopy is not acceptable. If the certificate is in a foreign language, a translation of the
certificate under oath of the translator must be submitted.

 There is a $70.00 registration fee and a letter of acknowledgment will be issued free of
charge upon registration.

 Certification fees are optional. Please submit an additional $8.75 if a certificate of status is
needed. The fee for a certified copy of the application is $8.75 each (plus $1 per page for each
page over 8, not to exceed a maximum of $52.50). Please check the appropriate box on the
cover letter and send one check for the total amount made payable to the Florida Department
of State.

 The cover letter should be completed and submitted along with the certificate, application
and check. Both the mailing address and street address are noted in the cover letter.

Any further inquiries concerning this matter should be directed to the New Filing Section by
calling (850) 245-6052 or writing the New Filing Section, Division of Corporations,
P. O. Box 6327, Tallahassee, FL 32314.

CR2E021 (4/13)

67
 COVER LETTER

TO: New Filing Section

Division of Corporations

SUBJECT:
Name of Corporation – must include suffix

Dear Sir or Madam:

The enclosed "Application by Foreign Not for Profit Corporation for Authorization to Conduct its
Affairs in Florida", "Certificate of Existence", or “Certificate of Status” and check are submitted to
register the above referenced not for profit corporation to conduct its affairs in Florida.

Please return all correspondence concerning this matter to the following:

Name of Person

Firm/Company

Address

City/State and Zip Code

E-mail address: (to be used for future annual report notification)

For further information concerning this matter, please call:

at ( )__
Name of Person Area Code & Daytime Telephone Number

MAILING ADDRESS: STREET/COURIER ADDRESS:

New Filing Section New Filing Section
Division of Corporations Division of Corporations
P.O. Box 6327 Clifton Building
Tallahassee, FL 32314 2661 Executive Center Circle
Tallahassee, FL 32301
Enclosed is a check for the following amount:

 $70.00 Filing Fee $78.75 Filing Fee & $78.75 Filing Fee &  $87.50 Filing Fee,
Certificate of Status Certified Copy Certificate of Status &
Certified Copy

68
 APPLICATION BY FOREIGN NOT FOR PROFIT CORPORATION FOR AUTHORIZATION TO
CONDUCT ITS AFFAIRS IN FLORIDA

IN COMPLIANCE WITH SECTION 617.1503, FLORIDA STATUTES, THE FOLLOWING IS SUBMITTED TO

REGISTER A FOREIGN NOT FOR PROFIT CORPORATION FOR AUTHORIZATION TO CONDUCT ITS AFFAIRS IN
THE STATE OF FLORIDA:

1.
(Name of corporation: must include the word "INCORPORATED" or "CORPORATION" or words or abbreviations of like
import in language as will clearly indicate that it is a corporation instead of a natural person or partnership if not so contained
in the name at present. "Company" or "Co." may not be used as a corporate suffix by a nonprofit corporation.)

2. 3.______________________________________
(State or country under the law of which it is incorporated) (FEI number, if applicable)

4. 5.
(Date of Incorporation) (Duration: Year corp. will cease to exist or "perpetual")

6.
(Date first conducted affairs in Florida if prior to registration. See sections 617.1501 & 617.1502, F.S, to determine penalty liability.)

7.
(Principal office address)

(Current mailing address)

8.
(Purpose(s) of corporation authorized in home state or country to be carried out in the state of Florida)

9. Name and street address of Florida registered agent: (P.O. Box NOT acceptable)

Name: _____________________________________

Office Address: ____________________________________

, Florida
(City) (Zip Code)

10. Registered agent's acceptance:

Having been named as registered agent and to accept service of process for the above stated corporation at the place
designated in this application, I hereby accept the appointment as registered agent and agree to act in this capacity. I
further agree to comply with the provisions of all statutes relative to the proper and complete performance of my
duties, and I am familiar with and accept the obligations of my position as registered agent.

(Registered agent's signature)

11. Attached is a certificate of existence duly authenticated, not more than 90 days prior to delivery of this application to
the Department of State, by the Secretary of State or other official having custody of corporate records in the
jurisdiction under the law of which it is incorporated.

69
12. Names and addresses of officers and/or directors

A. DIRECTORS

Chairman:_______________________________________________________________________________________________

Address:________________________________________________________________________________________________

________________________________________________________________________________________________

Vice Chairman:__________________________________________________________________________________________

Address:________________________________________________________________________________________________

________________________________________________________________________________________________

Director:________________________________________________________________________________________________

Address:________________________________________________________________________________________________

________________________________________________________________________________________________

Director:________________________________________________________________________________________________

Address:________________________________________________________________________________________________

________________________________________________________________________________________________

B. OFFICERS

President:_______________________________________________________________________________________________

Address:________________________________________________________________________________________________

________________________________________________________________________________________________

Vice President:___________________________________________________________________________________________

Address:________________________________________________________________________________________________

________________________________________________________________________________________________

Secretary:_______________________________________________________________________________________________

Address:________________________________________________________________________________________________

Treasurer:_______________________________________________________________________________________________

Address:________________________________________________________________________________________________

NOTE: If necessary, you may attach an addendum to the application listing additional officers and/or directors.

13.
(Signature of Chairman, Vice Chairman, or any officer listed in number 12 of the application)

14.
(Typed or printed name and capacity of person signing application)
70
 FLORIDA DEPARTMENT OF STATE
DIVISION OF CORPORATIONS
www.sunbiz.org

DIRECTOR’S OFFICE (850) 245-6000

BUREAU OF COMMERCIAL INFORMATION SERVICES (850) 245-6862

Certification Section (850) 245-6053

Function: Certified copies of all division records, certificates of status and service of process pursuant to
Chapter 48, Florida Statutes.

Public Access Area (850) 245-6963

Function: Walk-in filings

Electronic Filing and Internet Support (850) 245-6939

Function: Information on electronic filing and on-line access systems maintained by the Division of Corporations.

Apostille Section (850) 245-6945

Function: Certification of Notaries and public documents.

BUREAU OF COMMERCIAL RECORDINGS (850) 245-6900

New Filing Section (850) 245-6052

Function: All new domestic and foreign profit and non-profit corporations.

Amendment Section (850) 245-6050

Function: All amendments and mergers to domestic and foreign corporations; corporate dissolutions and
withdrawals; resignation of officers, directors and registered agents; corporate registered agent changes.

Partnership/Trademark/Limited Liability Company Registration Section (850) 245-6051

Function: All limited partnership, limited liability company, trademark/service mark, partnership, and registered
limited liability partnership filings; limited partnership and limited liability company annual reports and
reinstatements.

Annual Report Section (850) 245-6056

Function: Corporation annual reports

Reinstatement Section (850) 245-6059

Function: Corporation reinstatements

Fictitious Name Section (850) 245-6058

Function: Fictitious name applications, re-registrations and cancellations

Judgment Lien Section (850) 245-6011

Function: New and amended Judgment lien registrations and tax lien registrations

Cable and/or Video Franchise Section (850) 245-6010

Function: New/Amended/Cancellation of Cable/ Video Franchise

Notary Section (850) 245-6975

Function: Registration of new/cancelled Notaries

CR2E001 (8/13)

71
 CORPORATION FEES
Not for Profit
Florida Corporations
Filing Fees $ 35.00
Registered Agent Designation $ 35.00
* Certified Copy (optional) ($ 8.75)
$78.75

Amendment of any Record $ 35.00

Annual Report $ 61.25
Articles of Correction $ 35.00
Certificate of Status $ 8.75
*Certified Copy $ 8.75 for the first 8 pages,
and $1 for each additional page, not to exceed a maximum of $ 52.50.
Change of Registered Agent $ 35.00
Dissolution & Withdrawal $ 35.00
Merger (per party) $ 35.00
Reinstatement $175.00
Resignation of Registered Agent
(active corporation) $ 87.50
(inactive corporation) $ 35.00
Substitute Service of Process $ 8.75
(Chapter 48, F.S.)

72
Federal Tax Obligations of Notice to Not for Profit Corporations
Non-Profit Corporations Soliciting Contributions
Corporations organized under the not-for-profit statutes of
the various states or territories of the United States do not The Department of Agriculture and Consumer Services,
automatically qualify for exemption from Federal income tax. Division of Consumer Services, is now responsible for
Exemption is provided by section 501(a) of the Internal administering the Solicitation of Contributions Act, Chapter
revenue Code to those organizations described in sections 496, Florida Statutes. The Solicitation of Contributions Act
501(c), 501(d), and 401(a). Organizations that claim to be requires charitable organizations or sponsors intending to
exempt from tax because of their charitable, educational, solicit contributions from the public in the state of Florida to
religious or other activities of the kind described in section annually register with the Division of Consumer Services.
501(c)(3) are usually required to submit Form 1023 within 15 Failure to comply with this act is a third degree felony.
months from the end of the month they were created to request
recognition of tax-exempt status. If they do not apply, they For more information, contact the Division of Consumer
may not be recognized as exempt and will lose the benefits Services, Department of Agriculture and Consumer Services,
that recognition confers such as, for example, advance Rhodes Building, Tallahassee, Florida 32399-0600 or call
assurance to donors that contributions are deductible. If they (850) 488-2221 or 1-800-435-7352 (within Florida only).
apply late, recognition of exemption will usually be effective
only from the date of application, rather than from the date the
organization was created.
Exemptions from Tax by Not for Profit
With some exceptions, organizations qualifying under Organizations
some provision other than 501(c)(3) are not required to apply
for recognition of exemption. But organizations described in Generally, not for profit religious, charitable, scientific,
section 501(c), other than 501(c)(3), frequently use Form educational, and veterans organizations are exempt from sales
1024 to ask the IRS for a determination letter to clarify their tax on purchases and rentals or tangible personal property
Federal tax and information return filing obligations. which will be used in their customary daily business activity.
The Internal Revenue Service is required to collect a fee
for processing these exemption applications. Form 8718. To receive the exemption, an organization must have applied
User Fee for Exempt Organization Determination Letter for and must have been granted the exempt status by the
Request, describes the fee structure and gives other Internal Revenue Service and must have applied for and
information about user fees. received a Florida Consumer’s Certificate of Exemption. The
Several forms and publications are available to assist in certificate also grants an exemption on fees and surcharges
explaining the requirements of, and procedures for, obtaining which are administered under the sales tax law.
recognition of tax-exempt status. Publication 557, Tax
Exempt Status for your Organization, describes the various However, tangible personal property sold or leased by any of
types of organizations that may qualify for tax-exempt status these organizations except churches is taxable. The lease of
and provides information on what forms to file and where to real property, including churches, is taxable.
file them. Forms 1023 and 1024, mentioned above, are the
application forms that provide guidance for assembling the Not for profit organizations are also exempt from intangible
information IRS needs to determine whether an organization tax but are subject to Corporate Income/Franchise and
qualifies for exempt status. Form 8718 is used to determine Emergency Excise Tax in any year where they are required to
the correct fee to be paid with the application. This form and file a 990T with the Internal Revenue Service.
the appropriate fee must be submitted with the application.
Florida law does not allow exemptions from any of the other
Department of the Treasury taxes administered by the Department of Revenue, which
Internal Revenue Service include, but are not limited to:
Notice 844 (Rev. 1-92)
Cat. No. 103190 Motor & special fuel tax Pollutants
Insurance premium tax Documentary stamp tax
Gross Receipts tax

For specific information on exemptions allowed, you may call

the Florida Department of Revenue at 1-800-FLA-DOR (1-
800-352-3671) or for the hearing impaired, call 1-800 DOR-
TDD1 (1-800-367-8331).

73
Florida Department of State
Division of Corporations
850-245-6051
www.sunbiz.org