HB 1009 — Business Organizations

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature corporation or its authorized representative.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature this chapter act, the department of State shall determine, by rule, the appropriate format for, number of copies of, manner of execution of, method of electronic transmission of, and amount of and method of payment of fees for, any document placed under its jurisdiction.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature jury.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature (a) The corporation's name.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature (d) Whether the foreign corporation's most recent annual report required under s.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature (d) That its most recent annual report required by s.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature secretary.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature this chapter act efficiently, to perform the duties herein imposed upon it, and to adopt promulgate reasonable rules necessary to carry out its duties and functions under this chapter act.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature (4) "Articles of incorporation" includes original, amended, and restated articles of incorporation, articles of share exchange, and articles of merger, and all amendments thereto.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature italics, boldface, or a contrasting color, or typing in capitals, or underlined text, is conspicuous.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature of money or other property (except its own shares) or incurrence of indebtedness by a corporation to or for the benefit of its shareholders in respect of any of its shares.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature determined in accordance with s.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature 2.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature corporation;

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature county, district, and municipality.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature (43) "Interest" means:

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature (h) A beneficiary or beneficial owner of a statutory trust, business trust, or common law business trust;

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature of a jurisdiction different from the jurisdiction under which the entity originally was formed, incorporated, or created or otherwise came into being, then the jurisdiction under which the entity then exists is treated as the jurisdiction of formation;

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature before the merger or share exchange became effective if:

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature (58) "Private organic rules" means the rules, whether or not in a record, which govern the internal affairs of an entity, are binding on all its interest holders, and are not part of its public organic record, if any.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature 2020;

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature (67)(24) "Shareholder" or "stockholder" means a record shareholder one who is a holder of record of shares in a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature shares in a corporation, whether before or after incorporation.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature classes or series that under the articles of incorporation or this chapter act are entitled to vote and be counted together collectively on a matter at a the meeting of shareholders.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature method of delivery, including voice mail where oral notice is allowed, except that electronic transmissions must be in accordance with this section Notice may be communicated in person;

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature providing individual notices, reports, and other statements to the revoking shareholder no later than 30 days after delivery of the written notice of revocation.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature 1.(a) When received;

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature communications to the director by electronic transmission.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature by itself, does not establish that the content sent corresponds to the content received.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature action is to be taken under:

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature corporation or the shareholders generally, that would reasonably be expected to impair the objectivity of the director's judgment when participating in the action to be taken.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature to read:

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature corporation and its board of directors and shareholders;

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or administratively involuntarily dissolve the corporation.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature incorporation, the incorporators shall hold an organizational meeting at the call of a majority of the incorporators:

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature (3) The bylaws of a corporation may contain one or both of the following provisions:

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature impose liability on a shareholder for the attorney fees or expenses of the corporation or any other party in connection with an internal corporate claim, as defined in s.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature director, officer, employee, or agent of the corporation.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature such provision that has the requisite jurisdiction.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature incorporate under this chapter only if permitted by, and subject to all limitations of, the other statute.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature (4) To sell, convey, mortgage, pledge, create a security interest in, lease, exchange, and otherwise dispose of all or any part of its property;

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature guaranty and suretyship shall be deemed to be necessary or convenient to the conduct, promotion, or attainment of the business of the contracting corporation, and make other contracts of guaranty and suretyship which are necessary or convenient to the conduct, promotion, or attainment of the business of the contracting corporation;

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature the corporation;

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature with any emergency bylaws shall be liable except for willful or intentional misconduct.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature of unauthorized business.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature Division of Corporations, except fictitious name registrations pursuant to s.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature Section 29.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature abbreviation required by s.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature corporation qualifies or consents to the qualification of another foreign corporation under the registered name.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature affairs in this state, having a business office identical with the registered office;

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature corporation.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature (a) The name of the corporation.;

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature statement of change.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature change, (b) Signing (either manually or in facsimile) and delivering to the Department of State for filing a statement that substantially complies with the requirements of paragraphs (1)(a)-(f), setting forth the names of all such corporations represented by the registered agent, and (c) Reciting that each corporation has been notified of the change.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature (b) When a statement of change or other record designating a new registered agent is filed by the department.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature notice required under subsection (2).

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature (1) A corporation may be served with process required or authorized by law by serving on its registered agent.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature office of the corporation in this state.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature notice of the registered office and registered agent as provided in ss.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature public records of the county where the real property is located.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature with a reasonable, good faith belief that it may lead to the filing of an administrative, civil, or criminal proceeding.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature entered pursuant to this section or chapter 895.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature such designation shall not be used in determining whether the corporation, foreign corporation, or alien business organization is actually doing business in this state.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature class or series must have terms, including preferences, limitations, and relative rights, identical with those of other shares of the same class or series, except to the extent otherwise permitted by this section, s.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature accordance with a formula In a designated amount or in an amount determined in accordance with a designated formula or by reference to extrinsic data or events;

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature of directors is authorized, without shareholder approval, to may determine, in whole or part, the preferences, limitations, and relative rights (within the limits set forth in s.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature provided in the description of the series, of those of other series of the same class.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature or its agent, entitling the holder to receive a full share upon surrendering enough scrip to equal a full share.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature (5) If a subscriber defaults in payment of money or property under a subscription agreement entered into before incorporation, the corporation may collect the amount owed as any other debt.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature 607.0621 Issuance of shares.— (5) The corporation may place in escrow shares issued for a contract for future services or benefits or a promissory note, or make other arrangements to restrict the transfer of the shares, and may credit distributions in respect of the shares against their purchase price, until the services are performed, the note is paid, or the benefits received.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature issuance of shares under this subsection is a share dividend.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature options, or warrants, including those outstanding on January 1, 2020, may include restrictions or conditions that:

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature authorize one or more officers, to:

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature (2) At a minimum, each share certificate must state on its face:

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature does not affect shares already represented by certificates until they are surrendered to the corporation.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature not manifestly unreasonable.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature general voting rights but with preferential rights to distributions to receive the or net assets upon dissolution and liquidation have no preemptive rights with respect to shares of any class or series.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature class and series, remaining after reduction of the shares.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature distribution.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature (6) Except as provided in subsection (8), the effect of a distribution under subsection (3) is measured:

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature corporation if not prohibited by a law other than this chapter.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature held in or out of this state at a place stated in or fixed in accordance with the bylaws or, when not inconsistent with the bylaws, stated in the notice of the annual meeting.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature verify that each person deemed present and permitted to vote at the annual meeting by means of remote communication is a shareholder or proxy holder;

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date, and deliver to the corporation's secretary one or more written demands for the meeting describing the purpose or purposes for which it is to be held.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature special meeting of shareholders may, by means of remote communication:

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature (1) The circuit court in the applicable county may summarily of the county where a corporation's principal office is located, if located in this state, or where a corporation's registered office is located if its principal office is not located in this state, may, after notice to the corporation, order a meeting to be held:

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature group required for matters to be considered at the meeting (or direct that the votes of a voting group represented at the meeting constitute a quorum of such voting group for action on those matters), and enter other orders necessary to accomplish the purpose or purposes of the meeting as may be appropriate.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature secretary, or another officer or agent of the corporation having custody of the book in which proceedings of meetings of shareholders are recorded.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature dissenting shareholders entitled to assert appraisal rights under this chapter with respect to the action.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature (8) If a corporation's articles of incorporation authorize shareholders to cumulate their votes when electing directors pursuant to s.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature officer or persons calling the meeting.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature transacted on the original date of the meeting.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature meeting which is taken or held without notice to such person has the same force and effect as if such notice has been duly given.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature section 607.0707, Florida Statutes, are amended, and subsections (8), (9), and (10) are added to that section, to read:

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature consent is delivered to the corporation pursuant to s.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature than 120 days after the date fixed for the original meeting, it may provide that the original record date or dates continues in effect or it may fix a new record date or dates.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature earliest date on which such a demand delivered to the corporation as required by s.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature such meeting is to be held at a designated place or solely by means of remote communication, if the corporation has implemented reasonable measures:

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature the place of a shareholders' meeting, the board of directors may, in its sole discretion, determine that the meeting shall be held solely by means of remote communication.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature date and the meeting and continuing through the meeting at the corporation's principal office, at a place identified in the meeting notice in the city where the meeting will be held, or at the office of the corporation's transfer agent or registrar.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature applicable county of the county where a corporation's principal office (or, if none in this state, its registered office) is located, on application of the shareholder, may summarily order the inspection or copying at the corporation's expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature if they are owned by or otherwise belong to the corporation directly, or indirectly through an entity of which a majority of the voting power is held directly or indirectly by the corporation or which is otherwise controlled by the, directly or indirectly, by a second corporation, domestic or foreign, and the first corporation owns, directly or indirectly, a majority of the shares entitled to vote for directors of the second corporation.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature financial institution upon an irrevocable obligation to pay the holders the redemption price upon surrender of the shares.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature contract requires the appointment;

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature the record shareholder otherwise would have, the record shareholder may not have those rights or privileges.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature Section 64.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature trustee in bankruptcy, or assignee for the benefit of creditors of the shareholder and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, ballot, consent, waiver, shareholder demand, or proxy appointment;

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature vote, ballot, consent, waiver, shareholder demand, or proxy appointment in good faith and in accordance with the standards of this section is are not liable in damages to the shareholder for the consequences of the acceptance or rejection.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature (2) Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be fixed set for that adjourned meeting.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature provides for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in s.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature by the board of directors.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature (3) In performing their duties, the inspectors may examine:

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature including the purpose or purposes for which the information was considered, the person or persons from whom they obtained the information, when the information was obtained, the means by which the information was obtained, and the basis for the inspectors' belief that such information is relevant and reliable.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature prepare a list of the names and addresses of all voting trust beneficial owners of beneficial interests in the trust, together with the number and class of shares each transferred to the trust, and deliver copies of the list and agreement to the corporation at its corporation's principal office.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature agreement thereof is noted on the face or back of the certificate or certificates representing such shares or on the information statement for uncertified shares required by s.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature (e) Establishes the terms and conditions of any agreement for the transfer or use of property or the provision of services between the corporation and any shareholder, director, officer, or employee of the corporation or among any of them;

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature limited to, agreements that reduce the duties of care and loyalty to the corporation as required by ss.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature corporation shall recall such certificates and issue substitute certificates that comply with this subsection.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature agreement is contained or referred to in the corporation's articles of incorporation or bylaws, adopt an amendment to the articles of incorporation or bylaws, without shareholder action, to delete the agreement and any references to it.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature action occurred;

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature or comparable authority.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature (b) A majority vote of a committee consisting of two or more qualified directors appointed by majority vote of qualified directors present at a meeting of the board of directors, regardless of whether such qualified directors constitute a quorum.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature or parties to the derivative action shall bear the expense of giving the notice.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature Section 80.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature (3) The court may appoint a natural person, a domestic eligible entity, or a foreign eligible entity authorized to transact business in this state as a custodian or receiver and may require the custodian or receiver to post bond, with or without sureties, in an amount the court directs.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature sale of its assets.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature to the court concerning the matter complained of, or the status of the deadlock, if any, and of the status of the corporation's business, as the court shall direct.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature relationship.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature Section 84.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature unit, parcel, or mobile home, a grantor of a trust described in s.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature incorporation may be greater than or less than those of any other director or class of directors.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature receive a specified vote for election unless their terms are staggered under s.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature divided into one, two, or three classes with the number of directors in each class being as nearly equal as possible;

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature resignation is delivered unless the notice of resignation specifies a later effective date or an effective date determined upon the subsequent happening of an event or events.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature cumulative voting do not consent to the removal.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature (2) A shareholder proceeding on behalf of the corporation under paragraph (1)(a) shall comply with all of the requirements of ss.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature to elect a class of one or more directors by the provisions of the articles of incorporation, vacancies in such class may be filled by holders of shares of that voting group or by a majority of the directors then in office elected by such voting group or by a sole remaining director so elected.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature this means is deemed to be present in person at the meeting.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature of such meeting and a waiver of any and all objections to the date, time, place, or purpose of the meeting, the time of the meeting, or the manner in which it has been called or convened, except when a director states, at the beginning of the meeting or promptly upon arrival at the meeting, any objection to holding the meeting or to the transaction of business because the meeting is not lawfully called or convened and if the director, after objection, does not vote for or consent to action taken at the meeting.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature directors determined under the articles of incorporation or the bylaws.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature committee shall have the authority to:

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature to committees and their members as well.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature on the committee or to replace who may act in the place and stead of any absent or disqualified member of such committee during the member's absence or disqualification.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature to read:

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature (b) Legal counsel, public accountants, or other persons as to matters the director reasonably believes are within the persons' professional or expert competence;

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature opinions, reports, or statements provided;

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature performed the duties of his or her office in compliance with this section.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature 2.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature the transaction was authorized, approved, or ratified by at least two directors who comprise a majority of the disinterested directors (whether or not such disinterested directors constitute a quorum);

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature directors, or another entity in which one or more of the corporation's directors is directly or indirectly a party to the transaction, other than being an indirect party as a result of being a shareholder of the corporation, and has a direct or indirect material financial interest or other material interest.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature entity, other than the corporation, which has a material financial interest in the transaction and controls, or is controlled by, the director or another person specified in this subsection.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature with respect to a director's conflict of interest transaction, the person challenging the validity or seeking equitable relief, award of damages, or other sanctions has the burden of proving the lack of fairness of the transaction if:

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature or ratify a director's conflict of interest transaction under this subparagraph.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature (6) If directors' action under this section does not otherwise satisfy a quorum or voting requirement applicable to the authorization of the transaction by directors as required by the articles of incorporation, the bylaws, this chapter, or any other law, an action to satisfy those authorization requirements, whether as part of the same action or by way of another action, must be taken by the board of directors or a committee in order to authorize the transaction.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature meeting of the board of directors or a committee thereof which authorizes, approves, or ratifies such contract or transaction, or because his or her or their votes are counted for such purpose, if:

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature ratify the transaction, a quorum is present for the purpose of taking action under this section.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature 607.0833 Loans to officers, directors, and employees;

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature in compliance with s.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature minutes of the directors' and shareholders' meetings and for authenticating records of the corporation required to be kept pursuant to s.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature directors, or a committee thereof, of any actual or probable material violation of law involving the corporation or material breach of duty to the corporation by an officer, employee, or agent of the corporation the officer believes has occurred or is likely to occur.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature particular person's professional or expert competence or as to which the particular person merits confidence.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature board of directors.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature corporation if its separate existence had continued.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature proceeding.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in, or not opposed to, the best interests of the corporation or, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature court in which such proceeding was brought, or any other court of competent jurisdiction, shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature obtainable, by majority vote of a committee duly designated by the board of directors (in which directors who are parties may participate) consisting solely of two or more directors not at the time parties to the proceeding;

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature corporation in advance of the final disposition of such proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if he or she is ultimately found not to be entitled to indemnification by the corporation pursuant to this section.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature employee, or agent derived an improper personal benefit;

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature ordered indemnification or advancement of expenses, if it determines that:

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature section with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature faith and in a manner he or she reasonably believes to be in the best interests of the participants and beneficiaries of an employee benefit plan.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature reasonably believed to be in, or not opposed to, the best interests of the corporation;

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature interests of the corporation.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature officer is not entitled to indemnification under s.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature (1) Unless the corporation's articles of incorporation provide otherwise, notwithstanding the failure of a corporation to provide indemnification, and despite any contrary determination of the board of directors or of the shareholders in the specific case, a director or officer of the corporation who is a party to a proceeding because he or she is or was a director or officer may apply for indemnification or an advance for expenses, or both, to a court having jurisdiction over the corporation which is conducting the proceeding, or to a circuit court of competent jurisdiction.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature or was adjudged liable in a proceeding referred to in s.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature (2) The determination shall be made:

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature Section 113.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature directors, or otherwise, obligate itself in advance of the act or omission giving rise to a proceeding to provide any other or further indemnification or advancement of expenses to any of its directors or officers.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature pertaining to conduct with respect to the predecessor, unless otherwise specifically provided.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature corporation may not indemnify a director or officer under s.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature Statutes, are amended to read:

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature outstanding shares of the corporation;

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature of the corporation which security is distributed, pro rata to all holders of a class or series of shares of such corporation subsequent to the time the interested shareholder became such;

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature during any 12-month period), of increasing by more than 10 5 percent the percentage of the outstanding voting shares of the corporation or any subsidiary of the corporation beneficially owned by the interested shareholder;

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature common control with" means the possession, directly or indirectly, through the ownership of voting shares, by contract, arrangement, understanding, relationship, or otherwise, of the power to direct or cause the direction of the management and policies of a person.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature vacancy and received the affirmative vote of, a majority of the disinterested directors then on the board.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature fair market value of such property on the date in question as determined by:

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature shares that may be issuable pursuant to any contract, arrangement, or understanding, upon the exercise of conversion rights, exchange rights, warrants, or options, or otherwise.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature plan will be tendered in a tender or exchange offer;

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature (b) To any corporation which adopted an amendment to its articles of incorporation prior to July 1, 2018 January 1, 1989, expressly electing not to be governed by this section, provided that such amendment does not apply to any affiliated transaction of the corporation with an interested shareholder whose determination date is on or prior to the effective date of such amendment;

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature that it no longer is the beneficial owner, directly or indirectly, of 20 10 percent or more of the outstanding voting shares of the corporation, and would not at any time within the 3-year 5-year period preceding the announcement date with respect to such affiliated transaction have been an interested shareholder but for such inadvertent acquisition.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature circumstances:

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature (1) A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles of incorporation or to delete a provision not required to be contained in the articles of incorporation.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature shares authorized pursuant to s.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature Section 120.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature at a time subsequent to the time of filing, the date, which may not exceed 90 days after the date of filing, when the division or combination becomes effective.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature approved by the shareholders.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature corporation must notify each shareholder, whether or not entitled to vote, of the meeting of shareholders at which the amendment is to be submitted for approval.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature appraisal rights, approval of the amendment must also require the vote of a majority of the votes entitled to be cast by such voting group vote by voting groups, the amendment to be adopted must be approved by:

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature holder liability are substantially identical to those of the existing interest holder liability (other than changes that eliminate or reduce such interest holder liability).

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature (c) Change the designation, rights, preferences, or limitations of all or part of the shares of the class.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature holders of the shares of all the classes or series so affected must vote together as a single voting group on the proposed amendment, unless otherwise provided in the articles of incorporation or added as a condition by the board of directors pursuant to s.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature (b)(2) The text of each amendment adopted, or the information required by s.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature 3.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature restatement that identifies any amendment or other change it would make in the articles.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature (6) The department of State may certify restated articles of incorporation, as the articles of incorporation currently in effect, without including the statements certificate information required by subsection (4).

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature (3) Shareholders of a corporation undergoing reorganization do not have appraisal dissenters' rights except as and to the extent provided in the reorganization plan.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature holder liability with respect to any interest holder liabilities that arose before the amendment becomes effective.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature (a) The articles of incorporation or this chapter act reserves that power the power to amend the bylaws generally or a particular bylaw provision exclusively to the shareholders in whole or in part;

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature whichever is greater.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature created to read:

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature director beyond the 90-day period referenced above;

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature Section 132.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature comply with the applicable provisions of this chapter and the merger is permitted by the organic law of the foreign eligible entity.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature g.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature of the surviving corporation or any other corporation or, in whole or in part, into cash or other property and the manner and basis of converting rights to acquire shares of each corporation into rights to acquire shares, obligations, or other securities of the surviving or any other corporation or, in whole or in part, into cash or other property.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature vote on or consent to the approval of the plan are entitled to vote on or consent to any amendment to the plan that will change:

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature foreign corporation, and the surviving corporation shall be deemed to be a foreign corporation.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature be acquired by another domestic or foreign eligible entity, pursuant to a plan of share exchange, in exchange for:

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature 1.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature the plan of share exchange may contain any other provisions that are not prohibited by law set forth other provisions relating to the exchange.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature (7)(4) This section does not limit the power of a corporation to acquire all or part of the shares, or rights to acquire shares, of one or more classes or series of another corporation or eligible interests, or rights to acquire eligible interests, of any other eligible entity through a voluntary exchange or otherwise.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature exchange to the shareholders for approval, the board of directors shall recommend that the shareholders approve the plan, or in the case of an offer referred to in s.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature (4) If the plan of merger or the plan of share exchange is required to be approved by the shareholders, and if the approval is to be given at a meeting, the corporation shall notify each shareholder, regardless of whether entitled to vote, of the meeting of shareholders at which the plan is submitted for approval The corporation the shareholders of which are entitled to vote on the matter shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with s.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature is effected, shareholders dissenting therefrom may be entitled, if they comply with the provisions of this chapter act regarding appraisal rights, to be paid the fair value of their shares, and shall be accompanied by a copy of ss.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature plan of merger if the plan contains a provision which, if contained in a proposed amendment to the articles of incorporation of a surviving corporation, would have entitled, would entitle the class or series to vote as a separate voting group on the proposed amendment under s.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature exchange, with each class or series constituting a separate voting group;

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature articles of incorporation, would entitle the class or series to vote as a separate voting group on the proposed amendment under s.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature any corporation party to the merger or share exchange may not:

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature holder liability, unless in the case of a shareholder that already has interest holder liability with respect to such domestic corporation:

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature corporation party to the merger or share exchange, without further shareholder action, in accordance with the procedure set forth in the plan of merger or share exchange or, if none is set forth, in the manner determined by the board of directors of such corporation.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature absent this section, would be entitled to vote on the plan of merger or the plan of share exchange, except that the offer may exclude shares of the corporation that are owned at the commencement of the offer by the corporation, the offeror, or any parent of the offeror, or by any wholly owned subsidiary of any of the foregoing;

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature 2.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature (2) As used in this section, the term:

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature amended to read:

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature at least 80 percent of the outstanding shares of each class of the subsidiary without the approval of the shareholders of the parent or subsidiary.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature corporation and the parent is not the surviving corporation, a provision for the pro rata issuance of shares of the subsidiary to the holders of the shares of the parent corporation upon surrender of any certificates therefor;

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature outstanding shares of the subsidiary.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature corporation whose shares are being converted pursuant to the merger which are outstanding immediately prior to the effective date of the merger is converted in the merger into a share or equal fraction of share of a holding company having the same designations, rights, powers and preferences, and qualifications, limitations and restrictions thereof as the share of the constituent corporation being converted in the merger;

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature whose shares are being converted pursuant to the merger or its successor corporation becomes or remains a direct or indirect wholly owned subsidiary of the holding company;

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature the approval of the shareholders of the surviving corporation also be approved by the shareholders of the holding company, or any successor by merger, by the same vote as is required by this chapter act or the articles of incorporation of the surviving corporation.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature 607.1105 Articles of merger or share exchange.— (1) After a plan of merger has been adopted and approved as required by this chapter or, if the merger is being effected under s.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature (d) If the survivor of the merger is a domestic eligible entity, other than a domestic corporation, and its public organic record is being amended in connection with the merger, or if a new domestic eligible entity is being created as a result of the merger:

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature entity in the merger was duly authorized in accordance with such eligible entity's organic law;

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature (2), articles of merger or articles of share exchange may contain any other provision not prohibited by law.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature which the articles of merger or share exchange are filed;

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature interest therein and all title thereto, owned by, and every contract right possessed by, each domestic or foreign eligible entity that is a party to the merger, other than the survivor, become the property and contract rights of and become vested in the survivor, The title to all real estate and other property, or any interest therein, owned by each corporation party to the merger is vested in the surviving corporation without transfer, reversion, or impairment;

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature (g)(f) If the survivor is a domestic eligible entity, the articles of incorporation and bylaws or the organic rules of the survivor surviving corporation are amended to the extent provided in the plan of merger;

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature eligible entity that is a party to the merger, other than the survivor, become the rights, privileges, franchises, and immunities of the survivor;

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature are entitled only to the rights provided to them by the terms of the share exchange, or to any as provided in the plan of exchange, and the former holders of the shares are entitled only to the exchange rights provided in the articles of share exchange or to their rights they may have under s.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature 1.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature merger has no effect on such interest holder liability.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature which it was donated, granted, devised, or otherwise transferred except and only to the extent permitted by or pursuant to the laws of this state addressing cy pres or dealing with nondiversion of charitable assets.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature by the board of directors.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature which will be acquired is a domestic corporation, whether or not a share exchange is permitted by law of the state or country under the law of which the acquiring corporation is incorporated;

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature exchange or otherwise.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature repealed.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature (c) The manner and basis of reclassifying the shares of the domesticating corporation into shares or other securities, obligations, rights to acquire shares or other securities, cash, other property, or any combination of the foregoing;

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature jurisdiction, the plan of domestication shall be adopted in the following manner:

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature state that the purpose, or one of the purposes, of the meeting is to consider the plan of domestication and must contain or be accompanied by a copy of the plan.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature articles of incorporation of a domestic domesticating corporation.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature corporation's organic law.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature (b) If the domesticated corporation is a foreign corporation, the domestication becomes effective on the later of the date and time provided by the organic law of the domesticated corporation or when the articles of domestication are effective.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature consent to any amendment of the plan that will change:

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature (3) If a domestication is abandoned after the articles of domestication have been delivered to the department for filing but before the articles of domestication have become effective, a statement of abandonment signed by the domesticating corporation must be delivered to the department for filing before the articles of domestication become effective.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature domesticating corporation are the debts, obligations, and other liabilities of the domesticated corporation;

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature domesticated corporation is deemed to:

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature interest holder liabilities preserved by paragraph (a), as if the domestication had not occurred.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature which takes effect or remains payable after the domestication inures to the domesticated corporation.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature in another jurisdiction.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature 4.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature the shareholders of such domestic corporation.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature entity as they will be in effect immediately after the conversion.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature partnership and, unless such written consent is obtained from each such shareholder, such conversion may not become effective under s.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature 1.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature department for filing, and shall take effect at the effective date determined in accordance with s.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature Section 157.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature (2) After a plan of conversion has been adopted and approved by a converting eligible entity that is a domestic corporation in the manner required by this chapter and before the articles of conversion become effective, the plan may be abandoned by the domestic corporation without action by its shareholders in accordance with any procedures set forth in the plan or, if no such procedures are set forth in the plan, in the manner determined by the board of directors of the domestic corporation.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature 607.11935 Effect of conversion.— (1) When a conversion becomes effective:

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature eligible entity are reclassified into shares, other securities, rights to acquire shares or other securities, eligible interests, obligations, cash, other property, or any combination thereof, in accordance with the terms of the conversion, and the shareholders or interest holders of the converting eligible entity are entitled only to the rights provided to them by those terms and to any rights they may have under s.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature shareholders are entitled to under ss.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature (c) The eligible interest holder shall have such rights of contribution from other persons as are provided by the organic law of the eligible entity with respect to any interest holder liabilities preserved by paragraph (a), as if the conversion had not occurred.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature (8) A trust obligation that would govern property if transferred to the converting eligible entity applies to property that is to be transferred to the converted eligible entity after the conversion becomes effective.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature more classes or series of the corporation's shares, except to the extent that the distribution is part of a dissolution of the corporation under ss.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature transaction to the shareholders of record unless:

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature consider the disposition and shall contain a description of the disposition and the consideration to be received by the corporation sale, lease, exchange, or other disposition of all, or substantially all, the property of the corporation, regardless of whether or not the meeting is an annual or a special meeting, and shall contain or be accompanied by a description of the transaction.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature contractual rights of other parties to the disposition Any plan or agreement providing for a sale, lease, exchange, or other disposition of property, or any resolution of the board of directors or shareholders approving such transaction, may authorize the board of directors of the corporation to amend the terms thereof at any time prior to the consummation of such transaction.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature (7)(8) A disposition of assets in the course of dissolution is governed by ss.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature of its senior executives.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature (5) "Interest" means interest from the effective date of the corporate action until the date of payment, at the rate of interest on judgments in this state on the effective date of the corporate action.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature a.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature persons agree to act together for the purpose of voting their shares of the corporation, each member of the group formed thereby is deemed to have acquired beneficial ownership, as of the date of the agreement, of all shares having voting power of the corporation beneficially owned by any member of the group.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature amended to read:

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature corporation is a party as the corporation whose shares will be acquired if the shareholder is entitled to vote on the exchange, except that appraisal rights are not available to any shareholder of the corporation with respect to any class or series of shares of the corporation that is not acquired in the share exchange exchanged;

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature respect to a the class or series of shares which reduces the number of shares of a class or series owned by the shareholder to a fraction of a share if the corporation has the obligation or the right to repurchase the fractional share so created;

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature amendment, any amendment of the articles of incorporation if the shareholder is entitled to vote on the amendment and if such amendment would adversely affect such shareholder by:

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature 6.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature National Association of Securities Dealers, Inc.;

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature on which the board of directors adopts the resolution recommending such corporate action.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature prior to the corporate action requiring appraisal rights for consideration of the same kind and of a value equal to or less than that paid in connection with the corporate action;

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature action that are not more favorable than those existing before the corporate action or, if more favorable, that have been approved on behalf of the corporation in the same manner as is provided in s.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature as of the date of such agreement, of all voting shares of the corporation beneficially owned by any member of the group.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature appraisal rights.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature under this subsection shall be determined as if the shares as to which the record shareholder objects and the record shareholder's other shares were registered in the names of different record shareholders.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature concludes that appraisal rights are or may be available, a copy of ss.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature the shares that may be or are subject to appraisal rights, consisting of a balance sheet as of the end of the fiscal year ending not more than 16 months before the date of the notice, an income statement for that fiscal year, and a cash flow statement for that fiscal year;

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature assert appraisal rights with respect to any class or series of shares:

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature any shares of such class or series in response to such offer.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature 3.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature provide to the shareholder so requesting, within 10 days after the date specified in subparagraph 2., the number of shareholders who return the forms by the specified date and the total number of shares owned by them.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature notice by the date referred to in the notice pursuant to s.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature 607.1322(1) of that shareholder's estimate of the fair value of the shares and demand payment of that estimate plus accrued interest.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature entity appropriate court of the county in which the corporation's principal office, or, if none, its registered office, in this state is located.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature shareholder shall cease to have any rights to receive any further consideration with respect to such shares other than any amounts ordered to be paid for court costs and attorney fees under s.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature unissued shares of the survivor surviving corporation.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature either:

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature (4) That no debt of the corporation remains unpaid;

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature its so proceeding without such recommendation and communicates the basis for its determination to the shareholders;

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature corporation may dissolve by delivering to the department of State for filing articles of dissolution which must shall be signed executed in accordance with s.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature by the laws of this state to which the remaining assets and liabilities of a dissolved corporation are transferred and which exists solely for the purposes of prosecuting and defending suits by or against the dissolved corporation, thereby enabling the dissolved corporation to settle and close the business of the dissolved corporation, to dispose of and convey the property of the dissolved corporation, to discharge the liabilities of the dissolved corporation, and to distribute to the dissolved corporation's shareholders any remaining assets, but not for the purpose of continuing the activities and affairs for which the dissolved corporation was organized.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature (d) If the corporation's board of directors or incorporators revoked the dissolution, a statement to that effect;

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature Distributing its remaining property among its shareholders according to their interests;

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature in liquidation, the board of directors may fix a record date for determining shareholders entitled to a distribution in liquidation, which date may not be retroactive.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature be located.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature (g) State that the dissolved corporation may make distributions thereafter to other claimants and to the dissolved corporation's shareholders or persons interested without further notice;

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature required action in the applicable county within 120 days after the claimant receives the rejection notice.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature deliver to each of its known claimants written notice of the dissolution at any time after its effective date.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature following the effective date of dissolution.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature satisfy his or her claim against the corporation.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature corporation or successor entity that any person to whom such notice is sent is a proper claimant and shall not operate as a waiver of any defense or counterclaim in respect of any claim asserted by any person to whom such notice is sent.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature actual fraud, the judgment of the directors of the dissolved corporation or the governing persons of such successor entity as to the provisions made for the payment of all obligations under paragraph (d) is conclusive.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature subsection (10) is not liable for any claim against the corporation in an amount in excess of such shareholder's pro rata share of the claim or the amount distributed to the shareholder, whichever is less.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature distribute to the dissolved corporation's shareholders any remaining assets, but not for the purpose of continuing the business for which the dissolved corporation was organized.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature 4.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature subsection will be barred unless a proceeding to enforce the claim is commenced within 4 years after the date of the second consecutive weekly publication of the notice authorized by this section.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature under s.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature 607.1407(2), or by another statute limiting actions may be enforced:

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature effective date of dissolution.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature (1) Directors shall cause the dissolved corporation to discharge or make reasonable provision for the payment of claims and make distributions in liquidation of assets to shareholders after payment or provision for claims.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature or more;

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature exist for administratively dissolving a corporation under paragraph (1)(b), paragraph (1)(c), or paragraph (1)(d), the department shall serve notice in a record to the corporation of its intent to administratively dissolve the corporation.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature not terminate the authority of its registered agent for service of process The foregoing enumeration in subsection (1) of grounds for administrative dissolution shall not exclude actions or special proceedings by the Department of Legal Affairs or any state officials for the annulment or dissolution of a corporation for other causes as provided in any other statute of this state.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature (a) The name of the corporation;

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature (a) The reinstatement relates back to and takes effect as of the effective date of the administrative dissolution.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature entity corporation.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature the court to set aside the dissolution and attaching to the petition copies of the Department of State's certificate of dissolution, the corporation's application for reinstatement, and the department's notice of denial.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature for other causes as provided in any other statute of this state;

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature that:

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature 10 percent of the outstanding shares of the corporation.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature of the assets of the corporation;

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature court enters an order of judicial dissolution under subparagraph (1)(b)1.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature the shareholders are entitled to avoid the dissolution of the corporation by electing to purchase the petitioner's shares under s.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature custodian.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature amended to read:

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature filing of claims by court order.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature the court, upon a showing of sufficient merit to warrant such remedy, in advance of directing the dissolution of the corporation or, after a judgment of dissolution is entered, to assist in facilitating the winding up of the corporation.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature qualifications, if any, may be determined by the court.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature by each electing shareholder and must advise the recipients of their right to join in the election to purchase shares in accordance with this section.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature provided for in subsection (3), the court, upon application of any party, may stay the proceeding to dissolve under s.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature payment was arbitrary or otherwise not in good faith, no interest shall be allowed.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature be adopted and filed within 50 days thereafter.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature such assets shall be held as abandoned property.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature (d) Maintaining offices officers or agencies for the transfer, exchange, and registration of the corporation's own securities of the foreign corporation or maintaining trustees or depositaries with respect to those securities.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature state, unless the such limited partner manages or controls the partnership or exercises the powers and duties of a general partner.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature (3) A certificate of authority does not authorize a foreign corporation to engage in any business or exercise any power that a corporation may not engage in or exercise in this state.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature further stay the proceeding until the foreign corporation or its successor has obtained a obtains the certificate of authority to transact business in this state.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature interests, or corporate acts or prevent the foreign corporation it from defending an action or any proceeding in this state.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature does not comply with s.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature existence or a record (or a document of similar import,) duly authenticated, not more than 90 days prior to delivery of the application to the department of State, signed by the Secretary of State or other official having custody of the foreign corporation's publicly filed records in its jurisdiction of incorporation corporate records in the jurisdiction under the law of which it is incorporated.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature (b) The period of its duration;

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature (b) The jurisdiction of its incorporation.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature Section 202.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature like character.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature actual name, or the foreign corporation chooses to change its alternate name, a record approving the election or change, as the case may be, by its directors or shareholders, and signed as required pursuant to s.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature upon the records of the Division of Corporations from:

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature may register under a name that is not otherwise distinguishable on the records of the department with the written consent of the other entity if the consent is filed with the department at the time of registration of such name and if such name is not identical to the name of the other entity.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature profit corporation as defined in chapter 617, the business office of which is identical with the registered office;

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature (a) To forward to the foreign corporation at the address most recently supplied to the registered agent by the foreign corporation, a process, notice, or demand pertaining to the foreign corporation which is served on or received by the registered agent;

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature of foreign corporation.— (1) In order to change its registered agent or registered office address, a foreign corporation authorized to transact business in this state may deliver to the department change its registered office or registered agent by delivering to the Department of State for filing a statement of change containing the following that sets forth:

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature address of its registered office and the business office of its registered agent will be identical;

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature 607.1509 Resignation of registered agent of foreign corporation.— (1) A registered agent may resign as agent for a foreign corporation by delivering to the department for filing a signed statement of resignation containing the name of the foreign corporation The registered agent of a foreign corporation may resign his or her agency appointment by signing and delivering to the Department of State for filing a statement of resignation and mailing a copy of such statement to the corporation at the corporation's principal office address shown in its most recent annual report or, if none, shown in its application for a certificate of authority or other most recently filed document.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature of resignation;

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature the new address.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature amended to read:

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature (7) Any notice or demand on a foreign corporation under this chapter may be given or made to the chair of the board, the president, any vice president, the secretary, or the treasurer of the foreign corporation;

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature (c) Has had its certificate of authority revoked under s.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature of authority.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature (2) A foreign corporation authorized to transact business in this state may apply for a certificate of withdrawal by delivering an application to the Department of State for filing.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature paragraph (1)(f) subsection (2).

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature corporation that has converted to another type of entity is effective, service of process in any action or proceeding based on a cause of action arising during the time the foreign corporation was authorized to transact business in this state may be made pursuant to s.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature time required by this act, any fees, taxes, or penalties imposed by this act or other law.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature was false in a any material respect with the intent that the document be delivered to the department of State for filing;.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature mail address.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature The foreign corporation applying for reinstatement must submit all fees and penalties then owed by the foreign corporation at rates provided by law at the time the foreign corporation applies for reinstatement, together with an application for reinstatement prescribed and furnished by the department, which is signed by both the registered agent and an officer or director of the company and states application must:

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature (2) In lieu of the requirement to file an application for reinstatement as described in subsection (1), a foreign corporation whose certificate of authority has been revoked may submit all fees and penalties owed by the corporation at the rates provided by law at the time the corporation applies for reinstatement, together with a current annual report, signed by both the registered agent and an officer or director of the corporation, which contains the information described in subsection (1).

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature and that the information is correct, it shall cancel the certificate of revocation of authority and prepare a certificate of reinstatement that recites its determination and prepare a certificate of reinstatement, file the original of the certificate, and serve a copy on the corporation under s.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature amended to read:

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature foreign corporation's application for reinstatement, and the department's notice of denial Appeals from all final orders and judgments entered by the circuit court under this section in review of any ruling or decision of the Department of State may be taken as in other civil actions.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature the names and addresses of all shareholders in alphabetical order by class of shares showing the number and series of shares held by each.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature to all shareholders generally or to all shareholders of a class or series within the past 3 years, including the financial statements furnished for the past 3 years under s.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature this section in a manner so that they may be available for inspection within a reasonable time.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature of directors and board committees maintained in accordance with s.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature obligations to maintain the confidentiality of, records described in subsection (2) A shareholder of a Florida corporation, or a shareholder of a foreign corporation authorized to transact business in this state who resides in this state, is entitled to inspect and copy, during regular business hours at a reasonable location in this state specified by the corporation, a copy of the records of the corporation described in s.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature not be abolished or limited by a corporation's articles of incorporation or bylaws.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature in subsection (11) (3).

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature an electronic transmission includes, if reasonable, the right to receive copies made by photographic, xerographic, or other means.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature if specified by the shareholder.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature dispose of an application under this subsection on an expedited basis.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature (1) A director of a corporation is entitled to inspect and copy the books, records, and documents of the corporation at any reasonable time to the extent reasonably related to the performance of the director's duties as a director, including duties as a member of a board committee, but not for any other purpose or in any manner that would violate any duty to the corporation.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature amended to read:

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature statement of the president or the person responsible for the corporation's accounting records:

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature annual financial statements within the prescribed period.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature (b) The corporation may, if it reasonably determines that the shareholder's request is not made in good faith or for a proper purpose, decline to deliver or make available such annual financial statements to that shareholder.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature pursuant to s.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature costs, including reasonable attorney's fees, reasonably incurred to obtain the order and otherwise enforce its rights under this section.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature authorized to transact business in this state and the state or country under the law of which it is incorporated;

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature records of the department immediately before the annual report becomes effective, the differing information in the annual report is considered a statement of change under s.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature articles of incorporation became effective corporation was incorporated or a foreign corporation obtained its certificate of authority was authorized to transact business in this state.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature chapter act are paid, and shall be subject to dissolution or cancellation of its certificate of authority to transact do business as provided in this chapter act.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature (10) As a condition of a conversion of a domestic corporation to another type of entity under s.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature Section 226.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature repealed.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature in accordance with the statute as if it had not been repealed.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature entity are entitled to appraisal rights under and pursuant to ss.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature 3.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature organic record has been amended or restated, the term means the public organic record as last amended or restated.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature grounds for dissolution for the purposes of this paragraph.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature considered distinguishable:

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature (2) The owner of a reserved name of a limited liability company may transfer the reservation to another person by delivering to the department a signed notice of the transfer that states the name and address of the transferee.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature this state that is an authorized entity and A foreign or domestic entity authorized to transact business in this state whose business address is identical to the address of the registered office.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature office address, a limited liability company or a foreign limited liability company may deliver to the department for filing a statement of change containing the following:

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature or foreign limited liability company.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature (3) If the process, notice, or demand cannot be served on a limited liability company or registered foreign limited liability company pursuant to subsection (1) or subsection (2), the process, notice, or demand may be served on the secretary of state department as an agent of the company.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature Section 243.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature (2) If the record filed specifies an effective time, but not a prior or delayed effective date, on the date the record is filed at the time specified in the filing record.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature effective date before the date of the filing, at the specified time on the later of:

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature (7) If the department refuses to file a record delivered to its office for filing, the person who submitted the record for filing may petition the Circuit Court of Leon County to compel filing of the record.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature conclusive evidence that the domestic limited liability company is in existence and is of active status in this state or the foreign limited liability company is authorized to transact business in this state and is of active status in this state.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature who is a party to the transaction.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature transaction between a limited liability company and one or more of its managers, or another entity in which one or more of the limited liability company's managers is directly or indirectly a party to the transaction, other than being an indirect party as a result of being a member of the limited liability company, and has a direct or indirect material financial interest or other material interest.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature company's members or managers have a financial or other interest, is not void or voidable because of that relationship or interest;

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature subsection (3), the person challenging the validity or seeking equitable relief, award of damages, or other sanctions has the burden of proving the lack of fairness of the transaction if:

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature validity of a member's conflict of interest transaction or a manager's conflict of interest transaction described in subsection (3) has the burden of proving its fairness in a proceeding challenging the validity of the transaction.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature (b) In a proceeding by a manager or member to dissolve the limited liability company if it is established that:

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature has been initiated before the time that the court determines that the grounds for judicial dissolution exist under subparagraph (1)(b)5., then such deadlock sale provision applies to the resolution of such deadlock instead of the court entering an order of judicial dissolution or an order directing the purchase of petitioner's interest under s.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature agreement which is not initiated and effectuated before the court enters an order of judicial dissolution under subparagraph (1)(b)5.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature purchase the petitioner's interest under s.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature (2) or at such later time as the court may allow.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature (4) If the parties are unable to reach an agreement as provided for in subsection (3), the court, upon application of a party, may shall stay the proceedings to dissolve under s.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature allowed at the rate and from the date determined by the court to be equitable;

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature files with the court a notice of its intention to dissolve pursuant to s.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature dissolved limited liability company provides the department with a record executed as required pursuant to s.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature (4) The circuit court's final decision may be appealed as in other civil proceedings.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature maintained only by a person who is a member at the time the action is commenced and:

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature determines whether the foreign limited liability company or its successor requires a certificate of authority.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature state or the foreign limited liability company chooses to change its alternate name, a copy of the record approving the change by its members, managers, or other persons having the authority to do so, and executed as required pursuant to s.

hb1009-03-e1hb1009-04-er F L O R I D A H O U S E O F R E P R E S E N T A T I V E S ENROLLED CS/CS/HB , Engrossed 1 2019 Legislature (e) If the amendment changes the jurisdiction of formation of the foreign limited liability company, a statement of that change.