HB 797 — Nonprofit Corporations

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 meetings;

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 incorporate the amendment made to s.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 section and of any other section that adds to or varies these requirements to be entitled to filing by the department of State.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 conformed copy be delivered with the document, except as provided in s.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 (c) The following provisions of a plan or filed document may not be made dependent upon facts outside the plan or filed document:

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 further action by the board of directors or the members.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 (b) If the record filed specifies an effective time, but not a prior or delayed effective date, on the date the record is accepted, as evidenced by the department's endorsement, and at the time specified in the filing.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 2.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 (4) Corporate existence may predate the filing date, pursuant to s.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 (b) By delivering the executed articles of correction to the department for filing.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 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.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 appropriate.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 (b)1.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 be full and complete, in writing, and under oath.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 connection with such proceeding the department may, without prior approval by the court, file a lis pendens against any property owned by the corporation and may further certify any findings to the Department of Legal Affairs for the initiation of any action permitted pursuant to s.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 at the time of such action had, no principal office in this state, the applicable county is the county in which the corporation has, or at the time of such action had, an office in this state.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 under s.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 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.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 partnership solely by reason of s.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 to pay its debts as they become due in the usual course of its affairs.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 (b) An obligation of an interest holder under the organic rules of an entity to contribute to the entity.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 private organic rules of an entity.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 (c) The articles of incorporation or bylaws of a domestic corporation or the organic rules of a domestic eligible entity, in each case in effect immediately before July 1, 2026.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 similar record of a business trust.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 entitled to vote as a class to elect directors, the determination of the voting power of the class is based on the percentage of the number of directors the class is entitled to elect relative to the total number of authorized directors.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 following circumstances:

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 consent;

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 (8) An affidavit of the secretary, an assistant secretary, the transfer agent, or other authorized agent of the domestic or foreign corporation that the notice has been given by a form of electronic transmission is, in the absence of fraud, prima facie evidence of the facts stated in the notice.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 professional, employment, or other relationship that would reasonably be expected to impair the objectivity of the director's judgment when participating in the action to be taken.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 qualified director if any of the following is present:

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 to be elected or appointed.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 (e) The transferability or nontransferability of membership to the extent consistent with s.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 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.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 (2)(3) Adopt, use, and alter a common corporate seal.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 (15)(16) Merge with other corporations or other eligible entities identified in s.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 against an incumbent or former officer, employee, or agent of the corporation;

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 copy of a final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in the state.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 (b) Accompanied by a certificate of existence, or a certificate setting forth that such corporation is in good standing under the laws of the state or country wherein it is organized, (or a document of similar import), from the state or country of incorporation.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 in this state:

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 process, notice, or demand pertaining to the corporation which is served on or received by the registered agent;

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 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:

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 corporation so authorized by the board of directors.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 each such corporation or may elect to file a single composite statement of resignation covering two or more corporations.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 to s.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 name of the respective corporation and the date that dissolution became effective for the respective corporation.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 (a) The name of the corporation represented by the registered agent.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 the Department of Legal Affairs Registered agent;

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 compliance occurs after an action to collect such amount is instituted.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 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 order is recorded as required by s.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 subpoena served upon the registered agent of the domestic or foreign corporation, foreign corporation, or alien business organization issued by the Department of Legal Affairs, produce, through its registered agent or through a designated representative within 30 days after service of the subpoena, testimony and records showing the following:

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 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.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 organization the securities of which are registered pursuant to s.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 corporation, foreign corporation, or alien business organization.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 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.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 when a certified copy of the judgment or order is recorded as required by s.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 information, as defined in s.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 provided for herein.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 (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, or alien business organization.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 than the laws of the United States, of any United States territory or possession, or of any state of the United States;

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 organization, regardless of whether such natural person owns or controls such ownership interest through one or other natural persons or one or more proxies, powers of attorney, nominees, corporations, associations, partnerships, trusts, joint stock companies, or other entities or devices, or any combination thereof.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 (a) Make payments for compensation and benefits as authorized in s.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 incorporation, a corporation may make distributions upon partial liquidation to its members, as permitted by this section.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 through one or more intermediate holding companies authorized under that part, is not a distribution for the purposes of this chapter.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 and each member has the same rights and obligations as every other member except as provided in the articles of incorporation or bylaws.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 a corporation that is an association as defined in s.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 any of the following:

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 assessments, or fees as provided by law.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 creditor and the debt of the member to the corporation to the extent so paid by the member to the creditor.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 any time for any reason of a mutual benefit corporation may not transfer a membership or any right arising from membership.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 of dues, may not be levied until after the corporation has provided notice thereof to the member concerned and has afforded the affected member an opportunity to be heard on the matter.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 become due in the usual course of its activities;

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 corporation, and nor does not such failure affect the validity of any corporate action otherwise valid corporate acts, except as provided in s.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 members.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 incorporation or bylaws, action required or permitted by this chapter to be taken at an annual or special meeting of members may be taken without a meeting, without prior notice, and without a vote if the action is taken by the members entitled to vote on such action and having not less than the minimum number of votes necessary to authorize such action at a meeting at which all members entitled to vote on such action were present and voted.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 (b) Any written consent may be revoked before prior to the date that the corporation receives the required number of consents to authorize the proposed action.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 has been given in accordance with this section.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 which is not within the purposes described in the meeting notice waiver of any and all objections to the place of the meeting, the time of the meeting, or the manner in which it has been called or convened, unless the member objects to considering the matter when it is presented at the meeting attends a meeting solely for the purpose of stating, at the beginning of the meeting, any such objection or objections to the transaction of affairs.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 1.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 count votes, or the secretary.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 directors may adopt, Members of any class, their attorneys-in- fact, and proxies may participate in any and proxy holders who are not physically present at a meeting of members may, by means of remote communication to the extent the board of directors authorizes such participation for such class.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 proceedings.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 thereto, unless, before a vote is taken or a waiver or consent is acted upon, it appears pursuant to a certified copy of the bylaws or other governing documents of the entity or a resolution of the governing documents board of directors or executive committee of the member entity corporation that such authority does not exist or is vested in some other officer or person.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 (8)(6) If a corporation has no members or its members do not have the right to vote, the directors shall have the sole voting power.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 and (2) Either:

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 good faith, after conducting a reasonable inquiry upon which its conclusions are based, that the maintenance of the derivative proceeding is not in the best interests of the corporation.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 granting extraordinary relief in the form of a temporary restraining order or preliminary injunction.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 costs, incurred in defending the derivative proceeding if it finds that the derivative proceeding was commenced or maintained without reasonable cause or for an improper purpose.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 (3) Directors shall be elected or appointed in the manner and for the terms provided in the articles of incorporation or the bylaws.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 or a specified number of directors by the holders of one or more authorized classes of members.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 section are amended, to read:

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 director under cumulative voting is voted against the removal of the director.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 (h) If a director who is removed does not relinquish such director's his or her office or turn over records as required under this section, the circuit court in the county where the corporation's principal office is located may summarily order the director to relinquish such director's his or her office and turn over corporate records upon application of any member.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 directors, the vacancy may be filled by a the affirmative vote of the majority of the remaining directors in office, even if though the remaining directors constitute less than a quorum, or by the sole remaining director or, if the vacancy is not so filled or if no director remains, by the members or, on the application of any person, by the circuit court of the county where the registered office of the corporation is located.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 (3) The term of a director elected or appointed to fill a vacancy expires at the next annual meeting at which directors are elected.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 action under this section, and such action must comply with the requirements of ss.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 called and notice of the meeting delivered by the chair of the board, the president or a similarly situated officer, or 20 percent of the directors then in office or by the president unless otherwise provided in the articles of incorporation or the bylaws.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 617.0821 Action by directors without a meeting.— (1) Unless the articles of incorporation or the bylaws provide otherwise, action required or permitted by this chapter act to be taken at a board of directors' meeting or committee meeting may be taken without a meeting if the action is taken by all members of the board or of the committee.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 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 the transaction of affairs because the meeting is not lawfully called or convened and, after such objection, the director does not vote for or consent to action taken at the meeting.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 unwarranted is entitled to rely on the performance by any of the persons specified in paragraph (5)(a) or paragraph (5)(b) to whom the board may have delegated, formally or informally by course of conduct, the authority or duty to perform one or more of the board's functions that are delegable under applicable law.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 (c) A committee of the board of directors of which the director is not a member if the director reasonably believes the committee merits confidence.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 the transaction, other than being an indirect party as a result of being a member of the corporation, and have a direct or indirect material financial interest or other material interest.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 director, officer, member, manager, or partner of a person, other than the corporation, who is a party to the transaction.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 the lack of fairness of the transaction if:

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 transaction is approved under other sections of this chapter.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 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.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 of an agricultural or a horticultural organization recognized under s.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 that the director or officer he or she had reasonable cause to believe that the director's or officer's his or her conduct was lawful or had no reasonable cause to believe that the director's or officer's his or her conduct was unlawful;

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 exclusive and do not preclude the existence of other circumstances under which a director or officer will be deemed not to have derived an improper benefit.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 such application would be contrary to the terms of the articles of incorporation or organization or other instrument governing such corporation or governing the administration of charitable funds held by it and that the same may not properly be changed to conform to such subsections.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 (4) In discharging his or her duties, an officer who does not have knowledge that makes reliance unwarranted is entitled to rely on any information, opinions, reports, or statements, including financial statements and other financial data, prepared or presented by any of the persons specified in subsection (5).

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 reasonably believes justify reliance and confidence and whom the officer believes to be reliable and competent in the matters presented.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 (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.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 proposed amendment or a summary of the changes to be effected by the amendment must be given to each member entitled to vote at such meeting in accordance with the articles of incorporation or the bylaws.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 be submitted for approval.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 the members to:

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 of amendment which must be signed in accordance with The articles of amendment must be executed by the corporation as provided in s.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 date determined pursuant to s.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 617.1102, a domestic eligible entity that is not a corporation may be a party to a merger with a domestic corporation, or may be created as the survivor in a merger in which a domestic corporation is a party, but only if the parties to the merger comply with this chapter and the merger is permitted by the organic law of the domestic eligible entity that is not a corporation.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 the foregoing;

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 plan does not provide for the manner in which it may be amended;

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 entity of such merger is a domestic or foreign corporation not for profit or other eligible entity that has been organized as a nonprofit not-for-profit entity under a governing statute or other applicable law that allows such a merger.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 for proceeding without such recommendation.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 of the voting group is present by a majority of the votes entitled to be cast on the merger by that voting group.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 articles of merger have been delivered to the department for filing but before the articles of merger have become effective, a statement of abandonment signed by all the parties that signed the articles of merger shall be delivered to the department for filing before the articles of merger become effective.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 power;

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 required by the organic law governing the parties to the merger, the articles of merger must be signed by each party to the merger, except as provided in s.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 merger, a statement that the participation of the foreign corporation was duly authorized in accordance with such corporation's organic law;

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 (a) When all documents required to be filed in all foreign jurisdictions to effect the merger have become effective;

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 (e) The name of the survivor may be, but need not be, substituted in any pending proceeding for the name of any party to the merger whose separate existence ceased in the merger;

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 1.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 to a merger that is not the survivor and which takes effect or remains payable after the merger inures to the survivor.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 (a) An agreement that it may be served with process in this state in any proceeding for the enforcement of any obligation of any domestic corporation which is a party to such merger;

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 other than those not requiring member approval as specified in s.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 authorize such sale, lease, exchange, or other disposition and may approve or fix, or may authorize the board of directors to fix, any or all of the terms and conditions thereof and the consideration to be received by the corporation therefor.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 of the disposition or the effectiveness of the disposition.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 are not entitled to vote thereon, a sale, lease, exchange, or other disposition of all or substantially all the property and assets of a corporation may be authorized by a majority vote of the directors then in office.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 prescribed in s.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 dissolution of the corporation may be authorized at a meeting of the board of directors by a majority vote of the directors then in office.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 entity, as defined in s.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 pursuant to s.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 entitled to vote thereon, which may be either an annual or a special meeting.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 trusts, societies, or organizations engaged in activities substantially similar to those of the dissolving corporation, as provided in the plan of distribution of assets;

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 notice of its dissolution with the department on the form prescribed by the department and request that persons with having claims against the corporation which are not known claims as defined in s.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 real or personal property.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 under s.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 dispose of the known claims against it by giving written notice that satisfies the requirements of subsection (2) to its known claimants of the dissolution at any time after the effective date of the dissolution, but no later than the date that is 270 days before the date which is 3 years after the effective date of the dissolution.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 (h) Be accompanied by a copy of ss.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 any claim or liability that, as of the date of the giving of written notice described in subsections (1) and (2) above:

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 the dissolved corporation, are reasonably estimated to arise after the effective date of dissolution.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 (1) Directors of a dissolved corporation or governing persons of a successor entity that has disposed of claims under s.

(2) AFor a claim that is not barred by s.

617.1407,617.1407 or s.

617.1408, or by any other lawlaw, limiting claims,actions may be enforced:

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 (b) The corporation is without a registered agent or registered office in this state for 30 days or more;

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 does not exist, the department shall dissolve the corporation administratively and issue to the corporation a notice in a record of administrative dissolution that states the grounds for dissolution.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 (2) If the corporation does not correct each ground for dissolution under s.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 action by the corporation's board of directors or members subsequent to the reinstatement of the corporation.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 (a) The directors are deadlocked in the management of the corporate affairs, the members are unable to break the deadlock, and irreparable injury to the corporation or its mission is threatened or being suffered because of the deadlock;

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 voluntary dissolution continued under court supervision.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 617.1432, Florida Statutes, are amended to read:

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 an amount the court directs.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 custodian and his or her counsel for the receiver or custodian from the assets of the corporation or proceeds from the sale of the assets.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 the order, as the last day for filing of claims.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 receiver or custodian, may also be ordered 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.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 an impartial person who is neither a member nor a creditor of the corporation or of any subsidiary or affiliate of the corporation, and whose further qualifications, if any, may be determined by the court.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 dissolved corporation that should be transferred to a creditor, claimant, member of the corporation, or other person who cannot be found or who is not competent to receive them must shall be deposited, or reduced to cash and deposited, as appropriate, within 6 months after the date fixed for the payment of the final liquidating distribution, with the Department of Financial Services for safekeeping, where such assets shall be held as abandoned property.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 foreign corporation to engage in any business or exercise any power that a corporation may not engage in or exercise in this state.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 foreign corporation transacted business in this state without a certificate of authority.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 this state and a statement that it is authorized to pursue such purpose or purposes in the jurisdiction of its incorporation;

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 (a) Its corporate name;

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 statement of such change and the date the change was effected;

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 certificate of authority authorizes the foreign corporation to which it is issued to conduct its affairs in this state subject, however, to the right of the department of State to suspend or revoke the certificate as provided in this chapter act.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 "Inc.," or the designation "Corp" or "Inc" to the name;

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 Corporations.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 certificate of authority with an alternate name, it may transact business in this state under the alternate name unless the foreign corporation is authorized under s.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 Florida Statutes, are amended, and subsection (4), (5), and (6) are added to that section, to read:

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 (a) A corporation for profit;

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 filing a statement of change that sets forth:

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 a statement of change that complies with the requirements of paragraphs (1)(a)-(e) (1)(a)-(f) and recites that the corporation has been notified of the change.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 (2) A registered agent is terminated upon the earlier of:

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 more particularly described in s.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 (b) The name of the foreign corporation's jurisdiction of incorporation.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 authorized to conduct affairs in this state that converts to a domestic corporation or another domestic eligible entity that is organized, incorporated, registered, or otherwise formed through the delivery of a record to the department for filing is deemed to have withdrawn its certificate of authority on the effective date of the conversion.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 Section 97.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 617.1507;

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 certificate from the secretary of state or other official having custody of corporate records in the jurisdiction under the law of which the foreign corporation is incorporated stating that it has been dissolved or is no longer active on the official's record;

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 and the foreign corporation does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the department that each ground determined by the department does not exist, the department shall revoke the foreign corporation's authority to transact business in this state and issue a notice in a record of revocation which states the grounds for revocation.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 foreign corporation and states:

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 reinstatement contains the information required under subsection (1) or subsection (2) and that the information is correct, upon payment of all required fees and penalties, the department shall reinstate the foreign corporation's certificate of authority.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 617.1532 Judicial review of denial of reinstatement.— (1) If the department denies a foreign corporation's application for reinstatement after revocation of its certificate of authority, the department shall serve the foreign corporation pursuant to s.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 (c) If the corporation has members, the minutes of all members' meetings and records of all action taken by members without a meeting for the past 3 years.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 (3) If a corporation has members, a corporation or its agent must shall maintain a record of its members in a form that permits preparation of a list of the names and addresses, which may be an e-mail address or other electronic contact information, of all members in alphabetical order by class of voting members.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 (e) A list of the names and business street, or home if there is no business street, addresses of its current directors and officers.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 the date on which the member he or she wishes to inspect and copy:

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 the disclosure, use, or distribution of, and reasonable obligations to maintain the confidentiality of, records described in subsection (2).

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 617.1604(3), provided that, in the case of production of records described in subsection (2) at the request of the member, the member has met the requirements of subsection (3).

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 (11)(6) For purposes of this section, the term "member" includes a beneficial owner whose beneficial interest is shares are held in a voting trust or by a nominee on the individual's his or her behalf.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 estimated cost of production or reproduction of the records.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 office, is located for an order to permit inspection and copying of the records demanded.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 (1) A corporation, upon a member's written demand, shall furnish that member its latest annual financial statements, which may be consolidated or combined statements of the corporation and one or more of its subsidiaries or affiliates, as appropriate, and which include a balance sheet as of the end of the fiscal year and a statement of operations for that year.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 this section by delivering the specified annual financial statements by posting the specified annual financial statements on its website or by any other generally recognized means.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 (c) In such proceeding, if the corporation has declined to deliver or make available such annual financial statements because the member had been unwilling to agree to restrictions proposed by the corporation on the confidentiality, use, and distribution of such financial statements, the corporation has the burden of demonstrating that the restrictions proposed by the corporation were reasonable.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 617.16051 Inspection rights of directors.— (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 or attorney-client privilege or work-product privilege of the corporation.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 amended to read:

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 has identified as may be necessary or appropriate to enable the department of State to carry out the provisions of this chapter act.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 annual report shall have the same legal effect as if made under oath, without the necessity of appending such oath thereto.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 that fails to file an annual report that which complies with the requirements of this section may not prosecute or maintain or defend any action in any court of this state until the such report is filed and all fees and penalties taxes due under this chapter act are paid, and such corporation is subject to dissolution or cancellation of its certificate of authority to transact business conduct its affairs as provided in this chapter act.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 business or conduct its affairs in this state, must be active and current in filing its annual reports in the records of the department through December 31 of the calendar year in which the articles of conversion are submitted to the department for filing.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 organic law of the foreign corporation.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 dependent upon facts objectively ascertainable outside the plan in accordance with s.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 approved by such members.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 respective case, approval of the plan of domestication requires:

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 liability with respect to the domesticating corporation, the terms and conditions of the interest holder liability with respect to the domesticated corporation are substantially identical to those of the existing interest holder liability, other than for changes that eliminate or reduce such interest holder liability.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 governing jurisdiction;

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 domesticated corporation or when the articles of domestication are effective.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 1.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 but before the articles of domestication 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.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 (c) The name of the domesticated corporation may be, but need not be, substituted for the name of the domesticating corporation in any pending action or proceeding;

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 corporation before the domestication becomes effective must be as follows:

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 dissolution of the domesticating corporation.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 corporation;

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 becoming a domestic eligible entity or a foreign eligible entity, except by domestication to become a foreign corporation.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 8.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 to vote on the conversion, the plan of conversion must then be approved by such members.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 bylaws, or the board of directors acting pursuant to subsection (3) require a greater vote or a greater quorum in the respective case, approval of the plan of conversion requires:

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 limited partnership, a member of the converting domestic corporation may not, as a result of the conversion, become a general partner of the partnership or limited partnership, unless such member specifically consents in writing to becoming a general partner of such partnership or limited partnership, and, unless such written consent is obtained from each such member, such conversion may not become effective under s.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 conversion must be signed by the converting eligible entity as required by s.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 incorporation may be omitted from the articles of incorporation.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 state under a law similar to ss.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 2.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 contain:

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 effective;

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 incorporated or organized.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 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.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 transferred to the converting eligible entity applies to property that is to be transferred to the converted eligible entity after the conversion becomes effective.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 dissolution must shall be filed with the department of State.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 the office of the clerk of the circuit court of the county in which the labor union or body is organized, and the approval of the judge of the circuit court shall be obtained.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 articles of incorporation have been substantiated, and shall find that such organization will not be harmful to the community in which it proposes to operate, or to the state, and that it is intended in good faith to carry out the purposes and objects set forth in the articles of incorporation, and that there is a necessity therefor, the judge shall approve the articles of incorporation and endorse his or her approval thereon.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 shall receive compensation from the direct-support organization for service on the board of directors or for services rendered to the direct-support organization.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 purposes of subsection (5).

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 request forms for other documents required or permitted to be filed by this chapter act, but their use may shall not be mandatory.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 amendment of articles:

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 nonprofit organization and is under contract with the Department of Environmental Protection department is exempt from any fees required for incorporation as a nonprofit organization, and the Secretary of State may not assess any such fees if the citizen support organization is certified by the Department of Environmental Protection to the Secretary of State as being under contract with the Department of Environmental Protection.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 corporation, the department must send such notice to the new mailing address and to the most recent prior mailing address.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 617.02011 Incorporators.—One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the department of State for filing.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 617.0301 Purposes and application.—Corporations may be organized under this chapter act for any lawful purpose or purposes not for pecuniary profit and not specifically prohibited to corporations under other laws of this state.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 amended to read:

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 the corporation, each such committee has shall have and may exercise powers and authority of the board of directors, except that no such committee does not shall have the power or authority to:

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 amended to read:

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 427, Laws of Florida, may reincorporate under this chapter act by filing with the department of State a copy of its charter and all amendments thereto, certified by the clerk of the circuit court of the county wherein recorded, as to charters and amendments granted by circuit judges, and by the department of State, as to legislative charters, together with a certificate containing the provisions required in original articles of incorporation by s.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 effect and to all intents and purposes as if they had been originally acquired pursuant to incorporation under this chapter act.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 or in favor of the corporation, a proceeding to which the corporation is a party, or the existing rights of persons other than members of the corporation.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 Section 142.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 service of the notice of denial is perfected.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 amended to read:

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 circuit judge under former chapter 617, Florida Statutes 1989, or a charter granted by the Legislature on or before September 1, 1959, the effective date of chapter 59-427, Laws of Florida, must file with the department of State, not later than July 1, 1992, a copy of its charter and all amendments thereto, certified by the clerk of the circuit court of the county wherein recorded, together with a registration containing the provisions required in paragraph (a), as to charters and amendments granted by circuit judges, and by the department of State, as to legislative charters, and the corporation thereafter is shall be subject to the requirements of ss.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 shall be deemed to have continued without interruption from the date of dissolution.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 617.1703 Application of chapter.— (2) Sections The provisions of ss.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 amended to read:

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 conversion and articles of incorporation, the delayed effective date for the conversion, subject to the limitation in s.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 preserved unimpaired, and all debts, liabilities, and duties of the association attach to the domestic corporation and are enforceable against it to the same extent as if the debts, liabilities, and duties had been incurred or contracted by the corporation.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 (3)(d).

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 amended to read:

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 appropriate American specialty boards accredited by the Council on Medical Education of the American Medical Association, and have clinical privileges at one or more hospitals in this state.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 corporation or its unknown beneficiaries any profits improperly received by the corporation or its officers or directors.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 Section 162.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 substantially complies with the requirements of this section.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 (b) Incorporated as a public benefit, mutual benefit, or religious nonprofit corporation with members in accordance with the Florida Nonprofit Not For Profit Corporation Act.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 and hearing in accordance with rules the office may adopt addressing categories of transactions.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 (f) The direct-support organization may not exercise any power under s.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 repealed.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 prescribed in chapter 617 and the articles and bylaws adopted thereunder, the board of directors may:

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 articles of incorporation of each lead agency, which must provide that at least 75 percent of the membership of the board of directors or board committee must be composed of persons residing in this state, and at least 51 percent of the state residents on the board of directors must reside within the service area of the lead agency.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 lead agency's executive director.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 (b) Cancel and reschedule any association meeting.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 condominium is located.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 individually responsible, but which are necessary to prevent further injury, contagion, or damage to the condominium property or association property.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 Section 184.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 the executive officer is incapacitated or unavailable, the assistant officer has the same authority during the state of emergency as the executive officer he or she assists.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 any determination of habitability pursuant to the cooperative documents.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 responsible for reimbursing the association for the actual costs of the items or services, and the association may use its lien authority provided by s.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 documents, and consistent with s.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 to assist counties and municipalities with debris removal.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 areas or facilities or sanitizing the common areas or facilities.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 required by s.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 of subsection (2) and subsection (3) of section 720.3033, Florida Statutes, are reenacted to read:

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 must immediately remove the officer or director from office.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 unless such officer, director, agent, or firm breached or failed to perform its duties and the breach of, or failure to perform, its duties constitutes a violation of criminal law as provided in s.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 a violation of criminal law as provided in s.

hb797-02-c2hb797-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/CS/HBCS/HB 797 2026 except pursuant to a court order.

hb797-02-c2hb797-01-c1