SB 554 — Nonprofit Corporations
Last action — Laid on Table, companion bill(s) passed, see CS/CS/HB 797 (Ch. 2026-168)
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1Introduced
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2In Committee
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3Passed Senate
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4Passed House
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5To Executive
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6Enacted
This bill has been introduced in the Senate. Introduced November 18, 2025. It must pass committee before a floor vote.
Next likely step: a committee referral and hearing.
Odds of enactment
Low chanceBased on the sponsor, cosponsors, and committee posture, this bill has a low chance of becoming law.
Upgrade to see the exact probability and what's driving it.
A statistical estimate from our own model of past outcomes — an insight, not a guarantee. Policymaking is volatile.
Prognosis
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Introduced
Current position in the legislative process.
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1 sponsor
1 primary, 0 co-sponsors signed on.
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Single-party support
Sponsorship is currently within one party (1 D).
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Cleared a recorded vote
Passed 5 recorded votes so far.
Based on stage, sponsorship breadth, committee status, recorded votes, and cross-state momentum — a description of the observable signals, not a prediction.
Summary
Nonprofit Corporations; Renaming the “Florida Not For Profit Corporation Act” as the “Florida Nonprofit Corporation Act”; revising the circumstances in which a domestic or foreign corporation may correct a document filed with the department; requiring all courts, public offices, and official bodies to receive all certificates issued by the department as prima facie evidence of certain facts; authorizing a corporation to register under a name that is not otherwise distinguishable on the records of the department under certain circumstances; prohibiting a corporation from paying any dividend and making distributions of any part of its net income or net earnings to its members, directors, or officers, etc.
Bill Text
What changed in the latest version
8892 added · 8880 removed8892 line(s) added, 8880 removed.
Florida Senate - 2026 CS for SB 554 By Senatorthe BernardCommittee 24-00209-26on 2026554__Fiscal APolicy; bill to be entitled An act relating to nonprofit corporations;
and Senator Bernard 594-02987-26 2026554c1 A bill to be entitled An act relating to nonprofit corporations;
providingprohibiting thata provisionsprovision of a plan or filed document mayto not be made dependent upon facts outside the plan or filed document;
providing that the date orand time at which a document is filed is the time and date at the place of filing in this state;
prohibiting articles of Page 1 of 280281 CODING:
Florida Senate - 2026 CS for SB 554 24-00209-26594-02987-26 2026554__2026554c1 correction from containing a delayed effective date for the correction;
Page 2 of 280281 CODING:
Florida Senate - 2026 CS for SB 554 24-00209-26594-02987-26 2026554__2026554c1 amending s.
revising the contents of the articles of incorporation;
deleting the definition for the term “authorized entity”;
deleting the definition for the term “authorized entity”;
deleting a provision that a registered agent may resign by Page 3 of 280281 CODING:
Florida Senate - 2026 CS for SB 554 24-00209-26594-02987-26 2026554__2026554c1 signing and delivering to the department a statement of resignation;
revising the statement of resignation requirements;
deleting a provision providing that a registered office or registered agent may be changed on the corporation’s annual report form filed with the department;
providing that such changes may be made by the corporation with other filingsPage by4 theof department;281 CODING:
Page 4 of 280 CODING:
Florida Senate - 2026 CS for SB 554 24-00209-26594-02987-26 2026554__2026554c1 requiringfilings by the departmentdepartment; to collect a fee for filings;
requiring the department to collect a fee for filings;
prohibiting a corporation from being a Page 5 of 280281 CODING:
Florida Senate - 2026 CS for SB 554 24-00209-26594-02987-26 2026554__2026554c1 prohibiting a corporation from being a member of itself or exercising the rights of a member with respect to itself;
providing applicability;
providing that the articles of incorporation or bylaws may provide reasonable means to enforce the collection of such dues, assessments, Page 6 of 280281 CODING:
Florida Senate - 2026 CS for SB 554 24-00209-26594-02987-26 2026554__2026554c1 incorporation or bylaws may provide reasonable means to enforce the collection of such dues, assessments, and fees;
authorizing a corporation to levy fines orPage penalize7 its members if such actions are authorized in the articles of incorporation281 orCODING: bylaws;
Page 7 of 280 CODING:
Florida Senate - 2026 CS for SB 554 24-00209-26594-02987-26 2026554__2026554c1 prohibitingor thepenalize levyits ofmembers certainif penaltiessuch untilactions afterare theauthorized corporationin has provided notice to the memberarticles concernedof andincorporation hasor affordedbylaws; the affected member an opportunity to be heard on the matter;
prohibiting the levy of certain penalties until after the corporation has provided notice to the member concerned and has afforded the affected member an opportunity to be heard on the matter;
providing that a written demand for a special meeting may be revoked by a writing received by the corporation before receiving the written demands from certainPage members8 sufficientof in281 numberCODING: to require holding the special meeting;
providing that any Page 8 of 280 CODING:
Florida Senate - 2026 CS for SB 554 24-00209-26594-02987-26 2026554__2026554c1 businesscertain othermembers thansufficient that described in thenumber meetingto noticerequire mayholding not be conducted at the special meeting;
providing that any business other than that described in the meeting notice may not be conducted at the meeting;
providing that action taken by written consent is effective when such written consent is signed by members entitled to cast the required number of votes on the action and the consent has been delivered to the corporation;
providing that a member or a member’s attorneyattorney-in-fact in fact may appoint a proxy to vote or otherwise act for the member for certain duties;
requiring that an appointment form contain certain information;Page 9 of 281 CODING:
specifying when an appointment of a proxy is effective and valid;
providing that the death or Page 9 of 280 CODING:
Florida Senate - 2026 CS for SB 554 24-00209-26594-02987-26 2026554__2026554c1 incapacityinformation; of a member who appoints a proxy does not affect the right of the corporation to accept the proxy’s authority under certain circumstances;
specifying when an appointment of a proxy is effective and valid;
providing that the death or incapacity of a member who appoints a proxy does not affect the right of the corporation to accept the proxy’s authority under certain circumstances;
Show all 500 changed lines (460 more)
requiring that a vote or action taken by a member, a member’s attorneyattorney-in-fact, in fact, or a proxy by means of remote communication be maintained by the corporation;
specifyingPage requirements10 for a complaint in a proceeding brought in the right of a281 corporation;CODING:
Page 10 of 280 CODING:
Florida Senate - 2026 CS for SB 554 24-00209-26594-02987-26 2026554__2026554c1 creatingspecifying s.requirements for a complaint in a proceeding brought in the right of a corporation;
creating s.
providing that the articles of incorporationPage or11 bylaws may specify the terms of directors;281 CODING:
providing that if a term is not specified Page 11 of 280 CODING:
Florida Senate - 2026 CS for SB 554 24-00209-26594-02987-26 2026554__2026554c1 in the articles of incorporation or bylaws,bylaws may specify the termterms of adirectors; director is 1 year;
providing that if a term is not specified in the articles of incorporation or bylaws, the term of a director is 1 year;
authorizing the court to bar the director from being reelected, redesignated, or reappointed for a period prescribedPage by12 theof court;281 CODING:
Words stricken are deletions;
words underlined are additions.
Florida Senate - 2026 CS for SB 554 594-02987-26 2026554c1 prescribed by the court;
revising the criteria for Pagewhen 12meetings of 280the CODING:board of directors may be called;
Wordsproviding strickenthat areregular deletions;meetings of the board of directors may be held without notice of date, time, place, or purpose;
words underlined are additions.
Florida Senate - 2026 SB 554 24-00209-26 2026554__ when meetings of the board of directors may be called;
authorizing that regular meetings of the board of directors may be held without notice of date, time, place, or purpose;
specifying the standards of conduct to which a member of the board of directors or a board committee must conform to in discharging his or her duties;
providing that if a director’s conflict of interest transaction is fair to the corporation at the time thatsuch transaction is authorized, approved, effectuated, or ratified, the transaction is not void or voidable, andPage is13 notof grounds281 forCODING: relief, damages, or other sanctions;
providing that the person challenging the Page 13 of 280 CODING:
Florida Senate - 2026 CS for SB 554 24-00209-26594-02987-26 2026554__2026554c1 validityand ofis suchnot transactiongrounds orfor seekingrelief, reliefdamages, hasor theother burdensanctions; of proving certain facts;
providing that the person challenging the validity of such transaction or seeking relief has the burden of proving certain facts;
617.0844,Page F.S.;14 of 281 CODING:
providing the standards of conduct an officer must conform to in discharging his or her Page 14 of 280 CODING:
Florida Senate - 2026 CS for SB 554 24-00209-26594-02987-26 2026554__2026554c1 duties;617.0844, F.S.;
providing the standards of conduct to which an officer must conform in discharging his or her duties;
providing that the articles of amendment take effect on the effective date;
specifyingPage the15 manner in which a plan of merger281 mustCODING: be adopted for a domestic corporation whose members are entitled to vote on the merger;
authorizing the adoption of a plan of merger Page 15 of 280 CODING:
Florida Senate - 2026 CS for SB 554 24-00209-26594-02987-26 2026554__2026554c1 atspecifying the meetingmanner ofin thewhich boarda plan of directorsmerger must be adopted for certaina domestic corporations;corporation whose members are entitled to vote on the merger;
authorizing the adoption of a plan of merger at the meeting of the board of directors for certain domestic corporations;
requiring the parent eligible entityPage to16 notifyof subsidiary281 membersCODING: within a specified timeframe;
Words stricken are deletions;
words underlined are additions.
Florida Senate - 2026 CS for SB 554 594-02987-26 2026554c1 entity to notify subsidiary members within a specified timeframe;
requiring that the articles of merger be signed by each party to Pagethe 16merger ofif 280the CODING:merger has been approved;
Words stricken are deletions;
words underlined are additions.
Florida Senate - 2026 SB 554 24-00209-26 2026554__ the merger if the merger has been approved;
deleting provisions related to mergers of foreign corporations and domestic corporations underPage certain17 circumstances;of 281 CODING:
requiring a foreign eligible entity that survives a merger to comply with ch.
617, F.S.;
deleting a provision to allow abandonment of merger Page 17 of 280 CODING:
Florida Senate - 2026 CS for SB 554 24-00209-26594-02987-26 2026554__2026554c1 under certain circumstances;
requiring a foreign eligible entity that survives a merger to comply with ch.
617, F.S.;
deleting a provision to allow abandonment of merger under certain circumstances;
revisingPage the18 noticeof requirements281 thatCODING: a dissolved corporation or successor entity must file with the department;
revising the claimants who may bring a claim against a dissolved corporation or Page 18 of 280 CODING:
Florida Senate - 2026 CS for SB 554 24-00209-26594-02987-26 2026554__2026554c1 revising the notice requirements a dissolved corporation or successor entity;entity must file with the department;
revising the claimants who may bring a claim against a dissolved corporation or successor entity;
authorizingproviding that a dissolved corporation or successor entity may dispose of known claims against it by giving written notice to its known claimants of the dissolution within a specified timeframe after a specified timeframe;
authorizingproviding that a dissolved corporation or successor entity may reject a claim submitted by a claimant and received before the specified timeframe by mailing notice of the rejection to the claimant within a specified timeframe;
requiring thePage dissolved19 corporation to pay the reasonable fees and expenses of the281 guardianCODING: ad litem;
providing that provisions by the dissolved corporation for security Page 19 of 280 CODING:
Florida Senate - 2026 CS for SB 554 24-00209-26594-02987-26 2026554__2026554c1 orderedthe bydissolved thecorporation courtto satisfiespay the dissolvedreasonable corporation’sfees obligationsand withexpenses respectof tothe certainguardian claims;ad litem;
providing that provisions by the dissolved corporation for security ordered by the court satisfies the dissolved corporation’s obligations with respect to certain claims;
authorizingprohibiting certain claims from being enforced against the dissolved corporation’s undistributed assets and a member of the dissolved corporation on a pro rata share of the claim or the corporate assets distributed to such member, whichever is less;
617.1431,Page F.S.;20 of 281 CODING:
revising the venue for judicial dissolution proceedings;
providing that directors need not be made parties to a proceeding to dissolve a Page 20 of 280 CODING:
Florida Senate - 2026 CS for SB 554 24-00209-26594-02987-26 2026554__2026554c1 corporation617.1431, unlessF.S.; relief is sought against them individually;
revising the venue for judicial dissolution proceedings;
providing that directors need not be made parties to a proceeding to dissolve a corporation unless relief is sought against them individually;
authorizing the court to order certain actions to be taken as an alternative to directing the dissolution of thea corporation;
authorizing the court to appoint a provisional director for a certain proceeding if it appears such appointment will remedy the grounds alleged by the complainingPage members21 orof directors;281 CODING:
providing that a provisional director may be appointed without a vacancy on the board of directors;
providing that a Page 21 of 280 CODING:
Florida Senate - 2026 CS for SB 554 24-00209-26594-02987-26 2026554__2026554c1 provisionalcomplaining directormembers hasor alldirectors; the rights and powers of a duly elected director, until removed;
providing that a provisional director may be appointed without a vacancy on the board of directors;
providing that a provisional director has all the rights and powers of a duly elected director, until removed;
providing that any member, officer, or director of a foreign corporation is not liable for the debts, obligations, or other liabilities of the foreignPage corporation22 underof certain281 circumstances;CODING:
providing applicability;
requiring a foreign corporation that transacts business in this state Page 22 of 280 CODING:
Florida Senate - 2026 CS for SB 554 24-00209-26594-02987-26 2026554__2026554c1 withoutforeign acorporation certificateunder ofcertain authoritycircumstances; to appoint the Secretary of State as its agent for service of process;
providing applicability;
requiring a foreign corporation that transacts business in this state without a certificate of authority to appoint the Secretary of State as its agent for service of process;
requiring certainPage registered23 agentsof file281 aCODING: statement with the department with certain information;
providing the duties of a registered agent;
deleting the definition Page 23 of 280 CODING:
Florida Senate - 2026 CS for SB 554 24-00209-26594-02987-26 2026554__2026554c1 ofcertain theregistered termagents “authorizedto entity”;file a statement containing certain information with the department;
providing the duties of a registered agent;
deleting the definition of the term “authorized entity”;
requiring the department to furnish any information forupon payment of a fee;
providing that a statement of change may also be filed on the foreign corporation’s annual report in an application for reinstatement;
providing criteria determining when a registered agent is terminated;
providing that resignation does not affect contractual rights between the foreign corporation and thePage registered24 agent;of 281 CODING:
authorizing a registered agent to resign from a foreign corporation regardless if it has active status;
creating s.
617.15091, F.S.;
providing the permissible means of delivery of certain Page 24 of 280 CODING:
Florida Senate - 2026 CS for SB 554 24-00209-26594-02987-26 2026554__2026554c1 communications;the registered agent;
authorizing a registered agent to resign from a foreign corporation regardless of whether it has active status;
creating s.
617.15091, F.S.;
providing the permissible means of delivery of certain communications;
requiring a foreign corporation whothat wishes to cancel its certificate of authority to deliver to the department a notice of withdrawal of certificate of authority;
providing when thesuch certificate is effective;
requiring that such certificate be signed by an officer or a director and state certain information;
providing that service of process is on the Secretary of State for a foreign corporation whose withdrawal is effectiveeffective; is on the Secretary of State;
authorizing the department toPage revoke25 a foreign corporation’s certificate of authority281 toCODING: transact business under certain circumstances;
requiring revocation of a foreign corporation’s certificate of authority to be done on a Page 25 of 280 CODING:
Florida Senate - 2026 CS for SB 554 24-00209-26594-02987-26 2026554__2026554c1 specifiedto date;revoke a foreign corporation’s certificate of authority to transact business under certain circumstances;
requiring revocation of a foreign corporation’s certificate of authority to be done on a specified date;
prohibiting another entity from using the name of the foreignPage corporation26 whose certificate of authority281 hasCODING: been revoked until after a specified timeframe;
requiring the department to require a foreign corporation seeking reinstatement whose name has been Page 26 of 280 CODING:
Florida Senate - 2026 CS for SB 554 24-00209-26594-02987-26 2026554__2026554c1 lawfullyforeign assumedcorporation bywhose anothercertificate eligibleof entityauthority tohas complybeen withrevoked choosinguntil after a newspecified nametimeframe; before accepting its application for reinstatement;
requiring the department to require a foreign corporation seeking reinstatement whose name has been lawfully assumed by another eligible entity to comply with choosing a new name before accepting its application for reinstatement;
requiring that such records be maintained in a certain manner;
prohibiting the abolishment or limitation of the right of inspection by a corporation’sPage articles27 of incorporation281 orCODING: bylaws;
revising construction;
prohibiting a member from selling or distributing specific information or records;
providing an exception;
prohibiting a person Page 27 of 280 CODING:
Florida Senate - 2026 SBCS 554 24-00209-26 2026554__ from obtaining or using a membership list or any part thereof for anySB purpose554 unrelated594-02987-26 to2026554c1 acorporation’s member’sarticles interest without the consent of theincorporation boardor ofbylaws; directors;
revising construction;
prohibiting a member from selling or distributing specified information or records;
providing an exception;
prohibiting a person from obtaining or using a membership list or any part thereof for any purpose unrelated to a member’s interest without the consent of the board of directors;
authorizing a corporation to satisfy the right of a member to inspect specificspecified records by means chosen by the corporation;
requiring the corporation to deliver to the member the annual financial statements within a specifiedPage timeframe;28 of 281 CODING:
specifying how a corporation may deliver the specified annual financial statements;
authorizing the corporation to place reasonable restrictions on members requesting annual financial Page 28 of 280 CODING:
Florida Senate - 2026 CS for SB 554 24-00209-26594-02987-26 2026554__2026554c1 statements;specified timeframe;
specifying how a corporation may deliver the specified annual financial statements;
authorizing the corporation to place reasonable restrictions on members requesting annual financial statements;
authorizing a court that orders access to such records to include specific provisions protecting the corporation from undue burden or expense and prohibiting the director fromPage using29 suchof information281 obtainedCODING: for a specified purpose;
authorizing the court to order the corporation to reimburse the director for the costs incurred for the application;
amending s.
617.1622, Page 29 of 280 CODING:
Florida Senate - 2026 CS for SB 554 24-00209-26594-02987-26 2026554__2026554c1 F.S.;from using such information obtained for a specified purpose;
authorizing the court to order the corporation to reimburse the director for the costs incurred for the application;
amending s.
617.1622, F.S.;
providing that articles of domestication must be signed by the domesticating corporation afterunder certain circumstances;
requiring that certain information be included in the articles of domestication for a domesticatedPage corporation30 thatof is281 seekingCODING: to become a domestic corporation;
requiring that articles of domestication be filed with the department and take effect within certain timeframes;
specifying when the Page 30 of 280 CODING:
Florida Senate - 2026 CS for SB 554 24-00209-26594-02987-26 2026554__2026554c1 domesticationsdomesticated ofcorporation domesticthat andis foreignseeking corporationsto arebecome effective;a domestic corporation;
requiring that articles of domestication be filed with the department and take effect within certain timeframes;
specifying when the domestications of domestic and foreign corporations are effective;
prohibiting the diversion for any other purpose of certain property held in trust or otherwise dedicated toPage a31 charitable purpose and held by a domestic of foreign281 corporationCODING: immediately before a domestication becomes effective;
providing that any bequest, devise, gift, grant, or promise in certain instruments inures Page 31 of 280 CODING:
Florida Senate - 2026 CS for SB 554 24-00209-26594-02987-26 2026554__2026554c1 to thea domesticatedcharitable corporation;purpose and held by a domestic or foreign corporation immediately before a domestication becomes effective;
providing that any bequest, devise, gift, grant, or promise in certain instruments inures to the domesticated corporation;
requiring specifiedPage entities32 that have had plans of conversion281 adoptedCODING: and approved to sign articles of conversion;
specifying the information to be included in such articles of conversion;
requiring a converted domestic Page 32 of 280 CODING:
Florida Senate - 2026 CS for SB 554 24-00209-26594-02987-26 2026554__2026554c1 corporationspecified toentities satisfythat thehave requirementshad plans of filingconversion itsadopted and approved to sign articles of incorporation;conversion;
specifying the information to be included in such articles of conversion;
requiring a converted domestic corporation to satisfy the requirements of filing its articles of incorporation;
requiring a converting eligible entity to sign and deliver to the department for filing a statementPage of33 abandonment if the conversion is abandoned after the articles of conversion281 haveCODING: been delivered to the department but before the articles of conversion become effective;
specifying when the Page 33 of 280 CODING:
Florida Senate - 2026 CS for SB 554 24-00209-26594-02987-26 2026554__2026554c1 statement of abandonment takesif effect;the conversion is abandoned after the articles of conversion have been delivered to the department but before the articles of conversion become effective;
specifying when the statement of abandonment takes effect;
617.2006, F.S.;Page 34 of 281 CODING:
deleting certain provisions relating to a labor union or body filing its articles of incorporation in the applicable circuit court;
amending ss.
39.8298, 381.00316, 605.1025, 617.0102, 617.0121, 617.0122, Page 34 of 280 CODING:
Florida Senate - 2026 CS for SB 554 24-00209-26594-02987-26 2026554__2026554c1 617.0125, 617.02011, 617.0203, 617.0205, 617.0301, 617.0504, 617.0806, 617.0824, 617.0825, 617.0831, 617.0901, 617.1008, 617.1009, 617.1404, 617.1422, 617.1423, 617.1501, 617.1510, 617.1606, 617.1623, 617.1701, 617.1702, 617.1703, 617.1711, 617.1808, 617.1809, 617.1904, 617.1907, 617.1908, 617.2001, 617.2002, 617.2003, 617.2007, 617.2101, 617.221, 620.2108, 620.8918, 628.910, 768.38, and 893.055, F.S.;
deleting certain provisions relating to a labor union or body filing its articles of incorporation in the applicable circuit court;
amending ss.
39.8298, 381.00316, 605.1025, 617.0102, 617.0121, 617.0122, 617.0125, 617.02011, 617.0203, 617.0205, 617.0301, 617.0504, 617.0806, 617.0824, 617.0825, 617.0831, 617.0901, 617.1008, 617.1009, 617.1404, 617.1422, 617.1423, 617.1501, 617.1510, 617.1606, 617.1623, 617.1701, 617.1702, 617.1703, 617.1711, 617.1808, 617.1809, 617.1904, 617.1907, 617.1908, 617.2001, 617.2002, 617.2003, 617.2007, 617.2101, 617.221, 620.2108, 620.8918, 628.910, 768.38, and 893.055, F.S.;
617.1007(3), F.S., relatingPage to35 restated articles of incorporation,281 toCODING: incorporate the amendments to ss.
617.01201 and 617.1006, F.S., in references thereto;
reenacting s.
295.21(5)(a), F.S., relating to Florida Is For Page 35 of 280 CODING:
Florida Senate - 2026 CS for SB 554 24-00209-26594-02987-26 2026554__2026554c1 Veterans,relating Inc.,to restated articles of incorporation, to incorporate the amendmentamendments made to s.ss.
617.01201 and 617.1006, F.S., in references thereto;
reenacting s.
295.21(5)(a), F.S., relating to Florida Is For Veterans, Inc., to incorporate the amendment made to s.
reenacting s 721.13(13)(a), F.S., relating to management, to incorporate the amendment made to s.
721.13(13)(a), F.S., relating to management, to incorporate the amendment made to s.
SectionPage 1.36 of 281 CODING:
Section 617.01011, Florida Statutes, is amended to read:
617.01011 Short title.—This chapter act may be cited as the “Florida Nonprofit Not For Profit Corporation Act.” Page 36 of 280 CODING:
Florida Senate - 2026 CS for SB 554 24-00209-26594-02987-26 2026554__2026554c1 Section 2.1.
Section 617.01011, Florida Statutes, is amended to read:
617.01011 Short title.—This chapter act may be cited as the “Florida Nonprofit Not For Profit Corporation Act.” Section 2.
617.0121, the document must be in orPage on37 theof prescribed281 form.CODING:
(9) The document must be delivered to the department for filing.
Delivery may be made by electronic transmission if and to the extent allowed by the department.
If the document is Page 37 of 280 CODING:
Florida Senate - 2026 CS for SB 554 24-00209-26594-02987-26 2026554__2026554c1 filed in typewritten or printedon form and not transmitted electronically, the departmentprescribed mayform. require that one exact or conformed copy be delivered with the document, except as provided in s.
(9) The document must be delivered to the department for filing.
Delivery may be made by electronic transmission if and to the extent allowed by the department.
If the document is filed in typewritten or printed form and not transmitted electronically, the department may require that one exact or conformed copy be delivered with the document, except as provided in s.
The terms of, or actions taken under, an agreement to whichPage the38 corporationof is281 aCODING: party, or any other agreement or document.
(c) The following provisions of a plan or filed document may not be made dependent upon facts outside the plan or filed Page 38 of 280 CODING:
Florida Senate - 2026 CS for SB 554 24-00209-26594-02987-26 2026554__2026554c1 document:which the corporation is a party, or any other agreement or document.
(c) The following provisions of a plan or filed document may not be made dependent upon facts outside the plan or filed document:
1.Page 39 of 281 CODING:
Words stricken are deletions;
words underlined are additions.
Florida Senate - 2026 CS for SB 554 594-02987-26 2026554c1 1.
“Plan” means a plan of merger, a plan of conversion, or Pagea 39plan of 280domestication. CODING:
Words stricken are deletions;
words underlined are additions.
Florida Senate - 2026 SB 554 24-00209-26 2026554__ a plan of domestication.
1.Page 40 of 281 CODING:
Words stricken are deletions;
words underlined are additions.
Florida Senate - 2026 CS for SB 554 594-02987-26 2026554c1 1.
Page1. 40 of 280 CODING:
Words stricken are deletions;
words underlined are additions.
Florida Senate - 2026 SB 554 24-00209-26 2026554__ 1.
(3) If a document is determined by the department of State to be incomplete and inappropriate for filing, the department of State may return the document to the person or corporation filing it, together with a brief written explanation of the Page 41 of 280281 CODING:
Florida Senate - 2026 CS for SB 554 24-00209-26594-02987-26 2026554__2026554c1 (3) If a document is determined by the department of State to be incomplete and inappropriate for filing, the department of State may return the document to the person or corporation filing it, together with a brief written explanation of the reason for the refusal to file, in accordance with s.
or (d) The electronic transmission of the document to the departmentPage was42 defective.of 281 CODING:
Words stricken are deletions;
words underlined are additions.
Florida Senate - 2026 CS for SB 554 594-02987-26 2026554c1 department was defective.
Describe the document, including its filing date, or Pageattach 42a copy of 280the CODING:document to the articles of correction;
Words stricken are deletions;
words underlined are additions.
Florida Senate - 2026 SB 554 24-00209-26 2026554__ attach a copy of the document to the articles of correction;
If not signed by all persons who signed the filing being withdrawn, state that the filing is withdrawn in accordance with thePage agreement43 of all281 personsCODING: who signed the filing.
(b) Upon the filing by the department of a withdrawal statement, the action or transaction evidenced by the original filing does not take effect.
Page 43 of 280 CODING:
Florida Senate - 2026 CS for SB 554 24-00209-26594-02987-26 2026554__2026554c1 (6) Articles of correction that are filed to correct false, misleading, or fraudulent information are not subject to a fee of the departmentagreement if the articles of correctionall arepersons deliveredwho tosigned the departmentfiling. within 15 days after the notification of filing sent pursuant to s.
(b) Upon the filing by the department of a withdrawal statement, the action or transaction evidenced by the original filing does not take effect.
(6) Articles of correction that are filed to correct false, misleading, or fraudulent information are not subject to a fee of the department if the articles of correction are delivered to the department within 15 days after the notification of filing sent pursuant to s.
The court may decide the matter in a summary proceeding, and the court may summarily order the department of State to filePage the44 documentof or281 takeCODING: other action the court considers appropriate.
The court’s final decision may be appealed as in other civil proceedings.
Section 6.
Section 617.0127, Florida Statutes, is amended Page 44 of 280 CODING:
Florida Senate - 2026 CS for SB 554 24-00209-26594-02987-26 2026554__2026554c1 tofile read:the document or take other action the court considers appropriate.
The court’s final decision may be appealed as in other civil proceedings.
Section 6.
Section 617.0127, Florida Statutes, is amended to read:
That the domestic corporation is duly incorporated under the law of this state and the date of its incorporation, or 2.Page 45 of 281 CODING:
That the foreign corporation is authorized to conduct its affairs in this state;
(c) That all fees and penalties owed to the department have been paid, if:
Page 45 of 280 CODING:
Florida Senate - 2026 CS for SB 554 24-00209-26594-02987-26 2026554__2026554c1 1.2.
That the foreign corporation is authorized to conduct its affairs in this state;
(c) That all fees and penalties owed to the department have been paid, if:
1.
Interrogatories directed to an individual must be answered by that individual him or her, and interrogatories directed to a corporation must be answered by an authorized officer or director of the corporation, by a member if there are no officers or directors of the corporation, or by a fiduciary if the corporation is in the hands of a receiver, trustee, or other court-appointedPage fiduciary46 theof president,281 viceCODING: president, secretary, or assistant secretary.
(2) The department of State is not required to file any document:
Page 46 of 280 CODING:
Florida Senate - 2026 CS for SB 554 24-00209-26594-02987-26 2026554__2026554c1 (a)court-appointed Tofiduciary whichthe interrogatories,president, asvice propoundedpresident, pursuantsecretary, toor subsectionassistant (1)secretary. relate, until the interrogatories are answered in full;
(2) The department of State is not required to file any document:
(a) To which interrogatories, as propounded pursuant to subsection (1) relate, until the interrogatories are answered in full;
120.536(1) and 120.54 to implement this chapter the provisions of this act conferringPage duties47 uponof it.281 CODING:
Words stricken are deletions;
words underlined are additions.
Florida Senate - 2026 CS for SB 554 594-02987-26 2026554c1 conferring duties upon it.
Page(1) 47“Applicable ofcounty” 280means CODING:the county in this state in which a corporation’s principal office is located or was located when an action is or was commenced.
Words stricken are deletions;
words underlined are additions.
Florida Senate - 2026 SB 554 24-00209-26 2026554__ (1) “Articles of incorporation” includes original, amended, and restated articles of incorporation, articles of consolidation, and articles of merger, and all amendments thereto, including documents designated by the laws of this state as charters, and, in the case of a foreign corporation, documents equivalent to articles of incorporation in the jurisdiction of incorporation.
(2) “Applicable county” means the county in this state in which a corporation’s principal office is located or was located when an action is or was commenced.
(2) “Articles of incorporation” includes original, amended, and restated articles of incorporation, articles of consolidation, and articles of merger, and all amendments thereto, including documents designated by the laws of this state as charters, and, in the case of a foreign corporation, documents equivalent to articles of incorporation in the jurisdiction of incorporation.
(4)(2) “Board of directors” means the group of persons vested with the management of the affairs of the corporation irrespective of the name by which such group is designated, including,Page but48 notof limited281 to,CODING: managers or trustees.
(5)(3) “Bylaws” means the code or codes of rules adopted for the regulation or management of the affairs of the corporation irrespective of the name or names by which such Page 48 of 280 CODING:
Florida Senate - 2026 CS for SB 554 24-00209-26594-02987-26 2026554__2026554c1 rulesincluding, arebut designated.not limited to, managers or trustees.
(5)(3) “Bylaws” means the code or codes of rules adopted for the regulation or management of the affairs of the corporation irrespective of the name or names by which such rules are designated.
501(c) of the Internal Revenue Code or a governmentalPage organization49 exempt from federal and state income taxes, if such corporation or governmental organization is a member of the281 corporationCODING: making such donation or transfer, is not a distribution for purposes of this chapter.
Page 49 of 280 CODING:
Florida Senate - 2026 CS for SB 554 24-00209-26594-02987-26 2026554__2026554c1 (b)governmental Aorganization dividendexempt orfrom distributionfederal byand astate not-for-profitincome insurancetaxes, companyif subsidiarysuch tocorporation itsor mutualgovernmental insuranceorganization holdingis companya organizedmember under part III of chapterthe 628,corporation directlymaking orsuch indirectlydonation through one or moretransfer, intermediate holding companies authorized under that part, is not a distribution for the purposes of this chapter.
(b) A dividend or distribution by a not-for-profit insurance company subsidiary to its mutual insurance holding company organized under part III of chapter 628, directly or indirectly through one or more intermediate holding companies authorized under that part, is not a distribution for the purposes of this chapter.
1.Page 50 of 281 CODING:
Words stricken are deletions;
words underlined are additions.
Florida Senate - 2026 CS for SB 554 594-02987-26 2026554c1 1.
Page3. 50 of 280 CODING:
Words stricken are deletions;
words underlined are additions.
Florida Senate - 2026 SB 554 24-00209-26 2026554__ 3.
A government or a governmental subdivision, agencyagency, or instrumentality.
(16)Page “Interest51 holder” means any of the281 followingCODING: persons:
Words stricken are deletions;
words underlined are additions.
Florida Senate - 2026 CS for SB 554 594-02987-26 2026554c1 (16) “Interest holder” means any of the following persons:
Page(d) 51A general partner of 280a CODING:limited partnership.
Words stricken are deletions;
words underlined are additions.
Florida Senate - 2026 SB 554 24-00209-26 2026554__ (d) A general partner of a limited partnership.
(19)(12) “Member” means one having membership rights in a corporationPage in52 accordance with the provisions of its281 articlesCODING: of incorporation or bylaws or the provisions of this chapter.
(13) “Mutual benefit corporation” means a domestic corporation that is not organized primarily or exclusively for Page 52 of 280 CODING:
Florida Senate - 2026 CS for SB 554 24-00209-26594-02987-26 2026554__2026554c1 religiouscorporation purposes;in accordance with the provisions of its articles of incorporation or bylaws or the provisions of this chapter.
(13) “Mutual benefit corporation” means a domestic corporation that is not organized primarily or exclusively for religious purposes;
(b)Page The53 bylaws of a281 nonprofitCODING: corporation.
(c) The partnership agreement of a general partnership.
(d) The partnership agreement of a limited partnership.
(e) The operating agreement, limited liability company Page 53 of 280 CODING:
Florida Senate - 2026 CS for SB 554 24-00209-26594-02987-26 2026554__2026554c1 agreement,(b) orThe similarbylaws agreement of a limitednonprofit liabilitycorporation. company.
(c) The partnership agreement of a general partnership.
(d) The partnership agreement of a limited partnership.
(e) The operating agreement, limited liability company agreement, or similar agreement of a limited liability company.
(a) The articles of incorporation of a corporation for profit.Page 54 of 281 CODING:
(b) The articles of incorporation of a nonprofit corporation.
(c) The certificate of limited partnership of a limited Page 54 of 280 CODING:
Florida Senate - 2026 CS for SB 554 24-00209-26594-02987-26 2026554__2026554c1 partnership.profit.
(b) The articles of incorporation of a nonprofit corporation.
(c) The certificate of limited partnership of a limited partnership.
(27)(16) “Voting power” means the total number of votes entitledPage to55 be cast for the election of directors281 atCODING: the time the determination of voting power is made, excluding a vote that is contingent upon the happening of a condition or event that has not yet occurred.
If the corporation’s directors are not Page 55 of 280 CODING:
Florida Senate - 2026 CS for SB 554 24-00209-26594-02987-26 2026554__2026554c1 electedentitled byto be cast for the members,election of directors at the time the determination of voting power must,is unlessmade, otherwiseexcluding provideda invote that is contingent upon the articleshappening of incorporationa condition or bylaws,event bethat onhas anot one-member,yet one-voteoccurred. basis.
If the corporation’s directors are not elected by the members, voting power must, unless otherwise provided in the articles of incorporation or bylaws, be on a one-member, one-vote basis.
(3)Page Written56 notice by a domestic or foreign corporation authorized to conduct its affairs in this state to its member, if in a comprehensible form, is effective under any of the281 followingCODING: circumstances:
Page 56 of 280 CODING:
Florida Senate - 2026 CS for SB 554 24-00209-26594-02987-26 2026554__2026554c1 (a)(3) WhenWritten mailed,notice ifby maileda postpaiddomestic andor correctlyforeign addressedcorporation authorized to theconduct member’sits addressaffairs shownin this state to its member, if in thea domesticcomprehensible orform, foreignis corporation’seffective currentunder recordany of members.;the following circumstances:
(a) When mailed, if mailed postpaid and correctly addressed to the member’s address shown in the domestic or foreign corporation’s current record of members.;
and (b)Page Such57 inability becomes known to the secretary or an assistant secretary of the281 domesticCODING: or foreign corporation, or other authorized person responsible for the giving of notice.
However, the inadvertent failure to treat such inability as a Page 57 of 280 CODING:
Florida Senate - 2026 CS for SB 554 24-00209-26594-02987-26 2026554__2026554c1 revocation(b) doesSuch notinability invalidatebecomes anyknown meetingto the secretary or an assistant secretary of the domestic or foreign corporation, or other action.authorized person responsible for the giving of notice.
However, the inadvertent failure to treat such inability as a revocation does not invalidate any meeting or other action.
(9)Page If58 thisof chapter281 actCODING: prescribes notice requirements for particular circumstances, those requirements govern.
If articles of incorporation or bylaws prescribe notice requirements not less stringent than the requirements of this section or other Page 58 of 280 CODING:
Florida Senate - 2026 CS for SB 554 24-00209-26594-02987-26 2026554__2026554c1 provisions(9) ofIf this chapter act,act prescribes notice requirements for particular circumstances, those requirements govern.
If articles of incorporation or bylaws prescribe notice requirements not less stringent than the requirements of this section or other provisions of this chapter act, those requirements govern.
Section 617.0744, and who does not have an interest in the outcome of the proceeding or has a material relationship with a person who has an interest in the outcome of the proceeding;Page 59 of 281 CODING:
2.
Section 617.0832, and who is not a director as to whom the transaction is a director’s conflict of interest transaction, or who has a material relationship with another Page 59 of 280 CODING:
Florida Senate - 2026 CS for SB 554 24-00209-26594-02987-26 2026554__2026554c1 directorproceeding; as to whom the transaction is a director’s conflict of interest transaction;
2.
Section 617.0832, and who is not a director as to whom the transaction is a director’s conflict of interest transaction, or who has a material relationship with another director as to whom the transaction is a director’s conflict of interest transaction;
617.0744, status as a named defendant, as a director against whom action is demanded, or as a director who approved the conduct being challenged.Page 60 of 281 CODING:
Words stricken are deletions;
words underlined are additions.
Florida Senate - 2026 CS for SB 554 594-02987-26 2026554c1 challenged.
content.— Page(1) 60The articles of 280incorporation CODING:must set forth:
Words stricken are deletions;
words underlined are additions.
Florida Senate - 2026 SB 554 24-00209-26 2026554__ (1) The articles of incorporation must set forth:
(b) Any provision not inconsistent with law, regarding the regulationPage of61 the internal affairs of the281 corporation,CODING: including, without limitation, any provision with respect to the relative rights or interests of the members as among themselves or in the property of the corporation;
Page 61 of 280 CODING:
Florida Senate - 2026 CS for SB 554 24-00209-26594-02987-26 2026554__2026554c1 (c)regulation Theof mannerthe internal affairs of terminationthe corporation, including, without limitation, any provision with respect to the relative rights or interests of membershipthe members as among themselves or in the property of the corporation;
(c) The manner of termination of membership in the corporation;
SectionPage 13.62 of 281 CODING:
Section 617.0204, Florida Statutes, is amended to read:
617.0204 Liability for preincorporation transactions.—All persons purporting to act as or on behalf of a corporation, Page 62 of 280 CODING:
Florida Senate - 2026 SBCS 554 24-00209-26 2026554__ knowing having actual knowledge that there was no incorporation under this chapter act, are jointly and severally liable for allSB liabilities554 created594-02987-26 while2026554c1 soSection acting13. except for any liability to any person who also had actual knowledge that there was no incorporation.
Section 617.0204, Florida Statutes, is amended to read:
617.0204 Liability for preincorporation transactions.—All persons purporting to act as or on behalf of a corporation, knowing having actual knowledge that there was no incorporation under this chapter act, are jointly and severally liable for all liabilities created while so acting except for any liability to any person who also had actual knowledge that there was no incorporation.
(2)(3)Page Adopt,63 use,of and281 alterCODING: a common corporate seal.
However, such seal must always contain the words “corporation not for profit” or “nonprofit corporation.” (5)(6) Increase or decrease, by a vote of its members cast Page 63 of 280 CODING:
Florida Senate - 2026 CS for SB 554 24-00209-26594-02987-26 2026554__2026554c1 as(2)(3) theAdopt, bylawsuse, mayand direct,alter thea numbercommon ofcorporate itsseal. directors, subject to any minimum number of directors required under s.
However, such seal must always contain the words “corporation not for profit” or “nonprofit corporation.” (5)(6) Increase or decrease, by a vote of its members cast as the bylaws may direct, the number of its directors, subject to any minimum number of directors required under s.
607.1101, both for profit and nonprofit not for profit, domestic and foreign, in accordance with the merger provisions of this chapter if the surviving corporationPage or64 otherof surviving281 eligibleCODING: entity is a corporation not for profit or other eligible entity that has been organized as a not-for-profit entity under a governing statute or other applicable law that permits such a merger.
Page 64 of 280 CODING:
Florida Senate - 2026 CS for SB 554 24-00209-26594-02987-26 2026554__2026554c1 (16)corporation Beor aother promoter,surviving incorporator,eligible partner,entity member,is associate,a corporation not for profit or managerother ofeligible anyentity corporation,that jointhas venture,been organized as a not-for-profit entity under a governing statute or other entity.applicable law that permits such a merger.
(16) Be a promoter, incorporator, partner, member, associate, or manager of any corporation, joint venture, or other entity.
(3) In a member’s proceeding under paragraph (2)(a) to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss (other than anticipated profits) suffered by the corporation or another party because of enjoining the unauthorized act, except the Page 65 of 280281 CODING:
Florida Senate - 2026 CS for SB 554 24-00209-26594-02987-26 2026554__2026554c1 set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss (other than anticipated profits) suffered by the corporation or another party because of enjoining the unauthorized act, except the court may not award damages for anticipated profits.
revocation.— (1)Page A66 foreignof corporation281 mayCODING: register its corporate name, or its corporate name with any addition required by s.
617.1506, if the name is distinguishable upon the records of the department of State from the corporate names that are not Page 66 of 280 CODING:
Florida Senate - 2026 CS for SB 554 24-00209-26594-02987-26 2026554__2026554c1 available(1) underA foreign corporation may register its corporate name, or its corporate name with any addition required by s.
617.1506, if the name is distinguishable upon the records of the department of State from the corporate names that are not available under s.
(6) The department of State may revoke any registration if, afterPage a67 hearing,of it281 findsCODING: that the application therefor or any renewal thereof was not made in good faith.
Section 19.
Present subsections (4) and (5) of section 617.0501, Florida Statutes, are redesignated as subsections (5) Page 67 of 280 CODING:
Florida Senate - 2026 CS for SB 554 24-00209-26594-02987-26 2026554__2026554c1 andafter (6), respectively, a newhearing, subsectionit (4)finds is added to that section,the andapplication subsectionstherefor (1)or andany (3)renewal andthereof presentwas subsectionnot (5)made andin subsectiongood (6)faith. of that section are amended, to read:
Section 19.
Present subsections (4) and (5) of section 617.0501, Florida Statutes, are redesignated as subsections (5) and (6), respectively, a new subsection (4) is added to that section, and subsections (1) and (3) and present subsection (5) and subsection (6) of that section are amended, to read:
The Such statement of acceptance must provide shallPage state68 that the registered agent is familiar with, and accepts, the obligations of that281 position.CODING:
(4) The duties of a registered agent are:
(a) To forward to the corporation, at the address most Page 68 of 280 CODING:
Florida Senate - 2026 CS for SB 554 24-00209-26594-02987-26 2026554__2026554c1 recentlyshall suppliedstate tothat the registered agent byis thefamiliar corporation,with, aand process,accepts, notice, or demand pertaining to the corporationobligations whichof isthat servedposition. on or received by the registered agent;
(4) The duties of a registered agent are:
(a) To forward to the corporation, at the address most recently supplied to the registered agent by the corporation, a process, notice, or demand pertaining to the corporation which is served on or received by the registered agent;
617.0502Page Change69 of registered281 officeCODING: or registered agent;
resignation of registered agent.— (1) A corporation may change its registered office or its registered agent upon filing with the department of State a Page 69 of 280 CODING:
Florida Senate - 2026 CS for SB 554 24-00209-26594-02987-26 2026554__2026554c1 statement617.0502 Change of changeregistered settingoffice forth:or registered agent;
resignation of registered agent.— (1) A corporation may change its registered office or its registered agent upon filing with the department of State a statement of change setting forth:
(2)(a) Any registered agent may resign his or her agency appointment by signing and delivering for filing with the DepartmentPage of70 State a statement of resignation281 andCODING: mailing a copy of such statement to the corporation at its mailing address of the respective corporation that then appears in the records of the Department of State;
provided, however, that if a Page 70 of 280 CODING:
Florida Senate - 2026 CS for SB 554 24-00209-26594-02987-26 2026554__2026554c1 compositeDepartment statement of resignationState is being filed pursuant to paragraph (b), the registered agent must promptly mail a copy of either the composite statement of resignation orand mailing a separatecopy notice of resignationsuch forstatement eachto respectivethe corporation,corporation inat eachits case using the respective mailing address of the respective corporation that then appears in the records of the Department of State.State;
provided, however, that if a composite statement of resignation is being filed pursuant to paragraph (b), the registered agent must promptly mail a copy of either the composite statement of resignation or a separate notice of resignation for each respective corporation, in each case using the respective mailing address of the respective corporation that then appears in the records of the Department of State.
This subsection is applicable only to resignations by registered agents from domesticPage corporations.71 of 281 CODING:
(3) If a registered agent changes his or her business name or business address, he or she may change such name or address and the address of the registered office of any corporation for Page 71 of 280 CODING:
Florida Senate - 2026 CS for SB 554 24-00209-26594-02987-26 2026554__2026554c1 whichdomestic hecorporations. or she is the registered agent by:
(3) If a registered agent changes his or her business name or business address, he or she may change such name or address and the address of the registered office of any corporation for which he or she is the registered agent by:
provided, however, that if a composite statement of resignation is being filed pursuant to paragraph (b), the registered agent must promptly mail a copy of either the composite statement of resignation or a separate notice of resignation for each respective corporation, in each case using the respective mailing address of the respective corporation that then appears Page 72 of 280281 CODING:
Florida Senate - 2026 CS for SB 554 24-00209-26594-02987-26 2026554__2026554c1 promptly mail a copy of either the composite statement of resignation or a separate notice of resignation for each respective corporation, in each case using the respective mailing address of the respective corporation that then appears in the records of the department.
(4)Page A73 registered agent may resign from a corporation regardless of whether281 theCODING: corporation has active status.
Section 22.
Section 617.05022, Florida Statutes, is created to read:
Page 73 of 280 CODING:
Florida Senate - 2026 CS for SB 554 24-00209-26594-02987-26 2026554__2026554c1 617.05022(4) ChangeA of name or address by a registered agent.— (1) If a registered agent changes the registered agent’s name or business address, the agent may deliverresign tofrom the department for filing a statementcorporation regardless of changewhether thatthe providescorporation thehas following:active status.
Section 22.
Section 617.05022, Florida Statutes, is created to read:
617.05022 Change of name or address by a registered agent.— (1) If a registered agent changes the registered agent’s name or business address, the agent may deliver to the department for filing a statement of change that provides the following:
(5)Page The74 departmentof shall281 collectCODING: a fee pursuant to s.
Words stricken are deletions;
words underlined are additions.
Florida Senate - 2026 CS for SB 554 594-02987-26 2026554c1 (5) The department shall collect a fee pursuant to s.
Page617.0503 74Failure ofto 280maintain CODING:registered agent;
Words stricken are deletions;
words underlined are additions.
Florida Senate - 2026 SB 554 24-00209-26 2026554__ 617.0503 Failure to maintain registered agent;
but this liability is forgiven in full upon the compliance by the domestic or foreign corporation, foreign corporation, or alien business organization withPage the75 requirements of this281 subsection,CODING: even if that compliance occurs after an action to collect such amount is instituted.
The Department of Legal Affairs may file an action in the circuit court for the judicial circuit in which the Page 75 of 280 CODING:
Florida Senate - 2026 CS for SB 554 24-00209-26594-02987-26 2026554__2026554c1 domesticwith or foreign corporation, foreign corporation, or alien business organization is found or conducts affairs transacts business, or in which real property belonging to the domesticrequirements orof foreignthis corporation,subsection, foreigneven corporation,if orthat aliencompliance businessoccurs organizationafter is located, to petition the court for an orderaction directing that a registered agent be appointed and that a registered office be designated, and to obtaincollect judgmentsuch for the amount owedis underinstituted. this subsection.
The Department of Legal Affairs may file an action in the circuit court for the judicial circuit in which the domestic or foreign corporation, foreign corporation, or alien business organization is found or conducts affairs transacts business, or in which real property belonging to the domestic or foreign corporation, foreign corporation, or alien business organization is located, to petition the court for an order directing that a registered agent be appointed and that a registered office be designated, and to obtain judgment for the amount owed under this subsection.
A judgment or an order of payment entered under this subsection becomes a judgment lien against any real property owned by the domestic or foreign corporation, foreign corporation, or alien business organization when a certified copy of the judgment or orderPage is76 recordedof as281 requiredCODING: by s.
55.10.
The department may avail itself of, and is entitled to use, any provision of law or of the Florida Rules of Civil Procedure to further the collecting or obtaining of payment pursuant to a judgment or Page 76 of 280 CODING:
Florida Senate - 2026 CS for SB 554 24-00209-26594-02987-26 2026554__2026554c1 order ofis payment.recorded as required by s.
55.10.
The department may avail itself of, and is entitled to use, any provision of law or of the Florida Rules of Civil Procedure to further the collecting or obtaining of payment pursuant to a judgment or order of payment.
(a) True copies of documents evidencing the legal existence ofPage the77 entity, including the articles of incorporation281 andCODING: any amendments to the articles of incorporation or the legal equivalent of the articles of incorporation and such amendments.
(b) The names and addresses of each current officer and Page 77 of 280 CODING:
Florida Senate - 2026 CS for SB 554 24-00209-26594-02987-26 2026554__2026554c1 directorof the entity, including the articles of incorporation and any amendments to the entityarticles of incorporation or personsthe holdinglegal equivalent positions.of the articles of incorporation and such amendments.
(b) The names and addresses of each current officer and director of the entity or persons holding equivalent positions.
(e) The names and addresses of all previous members prior shareholders, equivalent equitable owners, and ultimate equitable owners of the entity for the 12-month period preceding the date of issuance of the subpoena, the number of which names is limited to the 100 members holding the largest share of voting power of the domestic or foreign corporation shareholders, equivalent equitable owners, and ultimate equitable owners that, in comparison to all other shareholders, equivalent equitable owners, or ultimate equitable owners, respectively, own the largest number of shares of stock of the corporation, foreign corporation, or alien business organization Page 78 of 280281 CODING:
Florida Senate - 2026 CS for SB 554 24-00209-26594-02987-26 2026554__2026554c1 equitable owners that, in comparison to all other shareholders, equivalent equitable owners, or ultimate equitable owners, respectively, own the largest number of shares of stock of the corporation, foreign corporation, or alien business organization or the largest percentage of an equivalent form of equitable ownership of the corporation, foreign corporation, or alien business organization.
upon a showing by the corporation, foreign corporation, or alien business organization that the exception in subparagraph 1., subparagraphPage 2.,79 orof subparagraph281 3.CODING:
applies to the corporation, foreign corporation, or alien business organization.
Such exception in subparagraph 1., subparagraph 2., or subparagraph 3.
does not, however, exempt the corporation, foreign Page 79 of 280 CODING:
Florida Senate - 2026 CS for SB 554 24-00209-26594-02987-26 2026554__2026554c1 corporation,subparagraph or2., alien business organization from the requirements for producing records, information, or testimonysubparagraph otherwise3. imposed under this section for any period of time when the requisite conditions for the exception did not exist.
applies to the corporation, foreign corporation, or alien business organization.
Such exception in subparagraph 1., subparagraph 2., or subparagraph 3.
does not, however, exempt the corporation, foreign corporation, or alien business organization from the requirements for producing records, information, or testimony otherwise imposed under this section for any period of time when the requisite conditions for the exception did not exist.
The duty to comply with the provisions of this section will not be excused by virtue of any privilege or provision of law of this state or any other state or country, whichPage privilege80 orof provision281 authorizesCODING: or directs that the testimony or records required to be produced under subsection (2) are privileged or confidential or otherwise may not be disclosed.
Page 80 of 280 CODING:
Florida Senate - 2026 SBCS 554 24-00209-26 2026554__ (5) If a domestic or foreign corporation, foreign corporation, or alien business organization fails without lawful excuse to comply timely or fully with a subpoena issued pursuant to subsection (2), the Department of Legal Affairs may file an action in the circuit court for theSB judicial554 circuit594-02987-26 in2026554c1 which theprivilege domestic or foreignprovision corporation,authorizes foreign corporation, or aliendirects businessthat organizationthe istestimony found or conductsrecords affairs,required transactsto businessbe orproduced inunder whichsubsection real(2) propertyare belongingprivileged to the domestic or foreignconfidential corporation, foreign corporation, or alienotherwise businessmay organizationnot isbe located,disclosed. for an order compelling compliance with the subpoena.
(5) If a domestic or foreign corporation, foreign corporation, or alien business organization fails without lawful excuse to comply timely or fully with a subpoena issued pursuant to subsection (2), the Department of Legal Affairs may file an action in the circuit court for the judicial circuit in which the domestic or foreign corporation, foreign corporation, or alien business organization is found or conducts affairs, transacts business or in which real property belonging to the domestic or foreign corporation, foreign corporation, or alien business organization is located, for an order compelling compliance with the subpoena.
A judgment or an order of payment entered pursuant to this subsection will become a judgment lien againstPage any81 real property owned by the domestic or foreign corporation, foreign corporation, or alien business organization when a certified copy of the281 judgmentCODING: or order is recorded as required by s.
55.10.
The department may avail itself of, and is Page 81 of 280 CODING:
Florida Senate - 2026 CS for SB 554 24-00209-26594-02987-26 2026554__2026554c1 entitledagainst to use, any provisionreal ofproperty lawowned orby of the Floridadomestic Rulesor offoreign Civilcorporation, Procedureforeign tocorporation, furtheror thealien collectingbusiness ororganization obtainingwhen ofa paymentcertified pursuantcopy toof athe judgment or order ofis payment.recorded as required by s.
55.10.
The department may avail itself of, and is entitled to use, any provision of law or of the Florida Rules of Civil Procedure to further the collecting or obtaining of payment pursuant to a judgment or order of payment.
688.002,Page or82 would jeopardize the safety of an281 individual,CODING: all information, records, and transcriptions become available to the public when the investigation is completed or becomes inactive ceases to be active.
The department may shall not disclose Page 82 of 280 CODING:
Florida Senate - 2026 CS for SB 554 24-00209-26594-02987-26 2026554__2026554c1 confidential688.002, information,or records,would orjeopardize transcriptionsthe safety of testimonyan exceptindividual, pursuantall information, records, and transcriptions become available to authorizationthe bypublic when the Attorneyinvestigation Generalis incompleted anyor ofbecomes theinactive followingceases circumstances:to be active.
The department may shall not disclose confidential information, records, or transcriptions of testimony except pursuant to authorization by the Attorney General in any of the following circumstances:
If any information, record, or testimony obtained pursuant to subsectionPage (2)83 is offered in evidence in any judicial proceeding, the court may, in its discretion, seal that portion of the281 recordCODING: to further the policies of confidentiality set forth in this subsection.
Page 83 of 280 CODING:
Florida Senate - 2026 CS for SB 554 24-00209-26594-02987-26 2026554__2026554c1 (7)subsection This(2) section is supplementaloffered andin mayevidence shallin notany bejudicial construedproceeding, tothe precludecourt ormay, limitin theits scopediscretion, ofseal evidencethat gatheringportion orof otherthe permissiblerecord discovery pursuant to anyfurther otherthe subpoenapolicies orof discoveryconfidentiality methodset authorizedforth byin lawthis orsubsection. rule of procedure.
(7) This section is supplemental and may shall not be construed to preclude or limit the scope of evidence gathering or other permissible discovery pursuant to any other subpoena or discovery method authorized by law or rule of procedure.
(9) In the absence of a written agreement to the contrary, a registered agent is not liable for the failure to give notice of the receipt of a subpoena under subsection (2) to the domestic or foreign corporation, foreign corporation, or alien business organization that appointed the registered agent if the registered agent timely sends written notice of the receipt of the subpoena by first-class mail or domestic or international air mail, postage fees prepaid, to the last address that has been designated in writing to the registered agent by the appointing domestic or foreign corporation, foreign corporation, orPage alien84 businessof organization.281 CODING:
(10) The designation of a registered agent and a registered office as required by subsection (1) for a domestic or foreign corporation, foreign corporation, or alien business organization Page 84 of 280 CODING:
Florida Senate - 2026 CS for SB 554 24-00209-26594-02987-26 2026554__2026554c1 that owns real property in this state or aalien mortgagebusiness onorganization. real property in this state is solely for the purposes of this chapter;
(10) The designation of a registered agent and a registered office as required by subsection (1) for a domestic or foreign corporation, foreign corporation, or alien business organization that owns real property in this state or a mortgage on real property in this state is solely for the purposes of this chapter;
An insurance company, trust company, credit union, or industrial savings bank, any of which is licensed or regulated by an agency of the United States or any state of the United States;Page 85 of 281 CODING:
or 3.
Any person licensed under the provisions of chapter 494.
(c) “Mortgage” means a mortgage on real property situated in this state, except a mortgage owned by a financial Page 85 of 280 CODING:
Florida Senate - 2026 CS for SB 554 24-00209-26594-02987-26 2026554__2026554c1 institution.States;
or 3.
Any person licensed under the provisions of chapter 494.
(c) “Mortgage” means a mortgage on real property situated in this state, except a mortgage owned by a financial institution.
617.1302, A corporation mayPage not86 makeof distributions281 toCODING: its members, directors, or officers.
(1) A corporation may not pay any dividend and may not make distributions of any part of the net income or net earnings of Page 86 of 280 CODING:
Florida Senate - 2026 CS for SB 554 24-00209-26594-02987-26 2026554__2026554c1 themay corporationnot make distributions to its members, directors, or officers,officers. except that a corporation may:
(1) A corporation may not pay any dividend and may not make distributions of any part of the net income or net earnings of the corporation to its members, directors, or officers, except that a corporation may:
(2) A corporation may pay compensation in a reasonable amount to its members, directors, or officers for services rendered, may confer benefits upon its members in conformity with its purposes, and, upon dissolution or final liquidation, may make distributions to its members as permitted by this chapter.Page 87 of 281 CODING:
(3) If expressly permitted by its articles of incorporation, a corporation may make distributions upon partial liquidation to its members, as permitted by this section.
Any Page 87 of 280 CODING:
Florida Senate - 2026 SBCS 554 24-00209-26 2026554__ such payment, benefit, or distribution does not constitute a dividend or a distribution of income or profit for purposesSB of554 this594-02987-26 section.2026554c1 chapter.
(3) If expressly permitted by its articles of incorporation, a corporation may make distributions upon partial liquidation to its members, as permitted by this section.
Any such payment, benefit, or distribution does not constitute a dividend or a distribution of income or profit for purposes of this section.
(4) A dividend or distribution by a nonprofit insurance company subsidiary to its mutual insurance holding company organized under part III of chapter 628, directly or indirectly through one or more intermediate holding companies authorized under that part, is not a distribution for the purposes of this chapter.Page 88 of 281 CODING:
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View plain text versions (2)
- S 554 c1 View text Current pdf
- Introduced S 554 Filed pdf
Action History
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Laid on Table, companion bill(s) passed, see CS/CS/HB 797 (Ch. 2026-168) -SJ 522
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Substituted CS/CS/HB 797 -SJ 522
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Read 2nd time -SJ 522
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Placed on Special Order Calendar, 03/04/26
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CS by Fiscal Policy read 1st time
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Placed on Calendar, on 2nd reading
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Pending reference review -under Rule 4.7(2) - (Committee Substitute)
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CS by- Fiscal Policy; YEAS 19 NAYS 0
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On Committee agenda-- Fiscal Policy, 02/18/26, 1:30 pm, 110 Senate Building
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Now in Fiscal Policy
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Favorable by Judiciary; YEAS 11 NAYS 0
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On Committee agenda-- Judiciary, 02/10/26, 12:00 pm, 110 Senate Building
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Now in Judiciary
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Favorable by Commerce and Tourism; YEAS 10 NAYS 0
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On Committee agenda-- Commerce and Tourism, 01/21/26, 8:30 am, 110 Senate Building
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Introduced
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Referred to Commerce and Tourism; Judiciary; Fiscal Policy
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Filed
Sponsors
- Mack Bernard · Primary
Sponsorship breakdown
Export CSV (upgrade) →1 sponsors · 0 co-sponsors · 163 not signed on
Sponsors (1)
- Bernard, Mack Democrat
Co-sponsors (0)
None.
Not signed on (163)
163 members have not signed on to this bill.
Show all 163 →"Not signed on" means a member has not sponsored or co-sponsored this bill — it does not imply opposition. Members flagged Voted No have a recorded No vote on this bill.
Votes
Roll call published as PDF — view source.
Roll call published as PDF — view source.
| Party | Yea | Nay | Present | Not Voting |
|---|---|---|---|---|
| Democrat | 6 | 0 | 0 | 0 |
| Republican | 13 | 0 | 0 | 1 |
| Total | 19 | 0 | 0 | 1 |
| % of votes cast | 95% | 0% | 0% | 5% |
How each member voted (20)
| Member | Party | Vote |
|---|---|---|
| Arrington, Kristen Aston | Democrat | Yea |
| Bernard, Mack | Democrat | Yea |
| Bracy Davis, LaVon | Democrat | Yea |
| Davis, Tracie | Democrat | Yea |
| Jones, Shevrin D. "Shev" | Democrat | Yea |
| Osgood, Rosalind | Democrat | Yea |
| Boyd, Jim | Republican | Yea |
| Bradley, Jennifer | Republican | Yea |
| Burton, Colleen | Republican | Yea |
| Calatayud, Alexis | Republican | Yea |
| Gaetz, Don | Republican | Yea |
| Gruters, Joe | Republican | Yea |
| Leek, Thomas J. "Tom" | Republican | Yea |
| Mayfield, Debbie | Republican | Yea |
| Passidomo, Kathleen | Republican | Yea |
| Rodriguez, Ana Maria | Republican | Yea |
| Simon, Corey | Republican | Not Voting |
| Truenow, Keith L. | Republican | Yea |
| Vacant | Republican | Yea |
| Yarborough, Clay | Republican | Yea |
Roll call published as PDF — view source.
| Party | Yea | Nay | Present | Not Voting |
|---|---|---|---|---|
| Democrat | 3 | 0 | 0 | 0 |
| Republican | 7 | 0 | 0 | 0 |
| Total | 10 | 0 | 0 | 0 |
| % of votes cast | 100% | 0% | 0% | 0% |
How each member voted (10)
| Member | Party | Vote |
|---|---|---|
| Arrington, Kristen Aston | Democrat | Yea |
| Bracy Davis, LaVon | Democrat | Yea |
| Davis, Tracie | Democrat | Yea |
| DiCeglie, Nick | Republican | Yea |
| Leek, Thomas J. "Tom" | Republican | Yea |
| Mayfield, Debbie | Republican | Yea |
| McClain, Stan | Republican | Yea |
| Smith, David | Republican | Yea |
| Wright, Tom A. | Republican | Yea |
| Yarborough, Clay | Republican | Yea |
Subjects
Frequently asked questions
- What does SB 554 do?
- Nonprofit Corporations; Renaming the “Florida Not For Profit Corporation Act” as the “Florida Nonprofit Corporation Act”; revising the circumstances in which a domestic or foreign corporation may correct a document filed with the department; requiring all courts, public offices, and official bodies to receive all certificates issued by the department as prima facie evidence of certain facts; authorizing a corporation to register under a name that is not otherwise distinguishable on the records of the department under certain circumstances; prohibiting a corporation from paying any dividend and making distributions of any part of its net income or net earnings to its members, directors, or officers, etc.
- Who sponsors SB 554?
- SB 554 is sponsored by Bernard, Mack (Democrat).
- What is the current status of SB 554?
- This bill has been introduced in the Senate. Introduced November 18, 2025. It must pass committee before a floor vote.
- Where can I track SB 554?
- Track SB 554 free on One Click Politics — get push/email alerts when it moves.
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