HB 1189 — Corporate Actions

607.0120(9)39.8298(1)(a), 252.71(2)(a), 288.012(6)(a), 617.1807, and 607.1507(4),617.2006(4), F.S., relating to filingthe requirementsGuardian andAd registeredLitem officesdirect-support organization, the Florida Emergency Management Assistance Foundation, State of Florida international offices, conversion to corporation not for profit, and agentsincorporation of foreignlabor corporations,unions or bodies, respectively, to incorporate the amendmentsamendment made to s.

607.1509, F.S., in references thereto;

reenacting ss.

39.8298(1)(a), 252.71(2)(a), 288.012(6)(a), 617.1807, and 617.2006(4), F.S., relating to the Guardian Ad Litem direct-support organization, the Florida Emergency Management Assistance Foundation, State of Florida international offices, conversion to corporation not for profit, and incorporation of labor unions or bodies, respectively, to incorporate the amendment made in s.

607.0145-607.0152, Pagethe 5ofterm: 45 CODING:

(1) "Corporate action" means any action taken by or on behalf of a corporation, including any action taken by the Page 5of 39 CODING:

hb1189-00hb1189-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S HB1189CS/HB1189 2024 incorporator, the term:board of directors, a committee of the board of directors, an officer or agent of the corporation, or the shareholders.

(1) "Corporate action" means any action taken by or on behalf of a corporation, including any action taken by the incorporator, the board of directors, a committee of the board of directors, an officer or agent of the corporation, or the shareholders.

(a) Shares of a class or series in excess of the number of Pageshares 6ofof 45the CODING:class or series the corporation has the power to issue under s.

607.0601 at the time of such issuance;

or (b) Shares of any class or series that is not then Page 6of 39 CODING:

hb1189-00hb1189-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S HB1189CS/HB1189 2024 sharesauthorized offor theissuance classby or series the corporationcorporation's hasarticles theof powerincorporation. to issue under s.

607.0601(6) at"Putative shares" means the timeshares of any class or series, including shares issued upon exercise of rights, options, warrants or other securities convertible into shares of the corporation, or interests with respect to such issuance;shares, that were created or issued as a result of a defective corporate action and that:

or (b) Shares of any class or series that is not then authorized for issuance by the corporation's articles of incorporation.

(6) "Putative shares" means the shares of any class or series, including shares issued upon exercise of rights, options, warrants or other securities convertible into shares of the corporation, or interests with respect to such shares, which were created or issued as a result of a defective corporate action and which:

(7) "Valid shares" means the shares of any class or series whichthat have been duly authorized and validly issued,issued in accordance with this chapter, including as a result of ratification or validation under ss.

607.0145-607.0145-607.0152. 607.0152.

(8)(8)(a) "Validation effective time," with respect to any defective corporate action ratified under ss.

(a)1. The date on which the ratification of the defective corporate action is approved by the shareholders, or if approval of shareholders is not required, the date on which the notice Page 7of 45 CODING:

The date and time at which the ratification of the defective corporate action is approved by the shareholders, or if approval of shareholders is not required, the date and time at which the notice required by s.

607.0149 becomes effective in accordance with s.

607.0141;

2.

If no articles of validation are required to be filed Page 7of 39 CODING:

hb1189-00hb1189-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S HB1189CS/HB1189 2024 requiredin byaccordance with s.

607.0151, the date and time at which the notice required by s.

(b)or If3. no articles of validation are required to be filed in accordance with s.

607.0151,If thearticles dateof onvalidation whichare therequired noticeto requiredbe byfiled in accordance with s.

607.0149607.0151, becomesthe effectivedate and time at which the articles of validation filed in accordance with s.

607.0141;

or (c) If articles of validation are required to be filed in accordance with s.

607.0151, the date on which the articles of validation filed in accordance with s.

(b) The validation effective time will not be affected by the filing or pendency of a judicial proceeding under s.

607.0152 or any other law unless otherwise ordered by the court.

or (b) The defective corporate action was validated pursuantin toaccordance with s.

(2) Ratification pursuantunder to s.

607.0147 or validation pursuantunder to s.

607.0152 may not be deemed to be the exclusive means of ratifying or validating any defective corporate action, and the absence or failure of ratification pursuantin toaccordance with ss.

Page 8of 4539 CODING:

hb1189-00hb1189-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S HB1189CS/HB1189 2024 607.0145-607.0152 doeswill not, in and of itself, affect the validity or effectiveness of any corporate action properly ratified under common law or otherwise, and it does not create a presumption that any such corporate action is or was a defective corporate action or is or was void or voidable.

(3) In the case of an overissue, putative shares arewill be valid shares effective as of the date originally issued or purportedly issued upon:

(a) AdoptionThe ofeffectiveness anunder amendment to the articles of incorporation authorizing, designating, or creating such shares pursuant to ss.

607.1001-607.1009;607.1001-607.1009 of an amendment to the articles of incorporation authorizing, designating, or creating such shares;

or (b) OtherThe effectiveness of any other corporate action taken under ss.

607.0145-607.0145-607.0152 607.0152 ratifying the authorization, designation, or creation of such shares.

607.0147 Ratification of defective corporate actions.— (1) To ratify a defective corporate action under this section, other than ratificationto ofratify an election of the initial board of directors under subsection (2), the board of directors must ratifytake the action in accordance with s.

(a) The defective corporate action to be ratified and, if the defective corporate action involved the issuance of putative shares, the number and type of putative shares purportedly Page 9of 4539 CODING:

hb1189-00hb1189-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S HB1189CS/HB1189 2024 shares, the number and type of putative shares purportedly issued.

(c) The nature of the failure of authorization with respect to the defective corporate action thatto isbe theratified. subject of the ratification.

(2) InIf the event that a defective corporate action to be ratified relates to the election of the initial board of directors of the corporation under s.

607.0205(1)(b), a majority of the persons who, at the time of the ratification, are exercising the powers of directors maymust take an action stating all of the following:

(b) The earlier of the datesdate on which either such persons first took such action or were purported to have been elected to the initial board of directors.

(c) That the ratification of the election of such person or persons toas the initial board of directors is approved.

(3) If any actionprovision takenof pursuant to this section,chapter, the corporation's articles of incorporation or bylaws, any corporate resolution, or any plan or agreement in effect at the time of the action to which the corporation is a party under subsection (1) is taken requires shareholder approval, or would have required Page 10 of45of39 CODING:

hb1189-00hb1189-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S HB1189CS/HB1189 2024 (1) requires shareholder approval, or would have required shareholder approval, at the date of the occurrence of the defective corporate action, the ratification of the defective corporate action approved in the action taken by the directors under subsection (1) must be submitted to the shareholders for approval in accordance with s.

607.0147(3), and if the approval is to be given at a meeting, the corporation must notifygive notice of the meeting to each holder of valid and putative sharesshares, that, regardless of whether entitled to votevote, as of the record date for notice of the meeting and as of Page 11 of45of39 CODING:

hb1189-00hb1189-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S HB1189CS/HB1189 2024 record date for notice of the meeting and as of the date of the occurrence of the defective corporate action,action; approval is required;

607.0147(3), and if the approval is to be ratified by one or more written consents of the shareholders, the corporation must notifygive notice of the action taken by such written consent to each holder of valid and putative shares as of the record date of the action by written consent and as of the date of the occurrence of the defective corporate action, regardless of whether entitled to vote;

The notice must state that the purpose, or one of the purposes, of the written consent iswas to considerratify ratificationthe of a defective corporate action.

EitherEither: a copy of the action taken by the board of directors pursuant to s.

607.0147(1)(a),a. or the information Page 12 of45 CODING:

A copy of the action taken by the board of directors in Page 12 of39 CODING:

hb1189-00hb1189-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S HB1189CS/HB1189 2024 requiredaccordance pursuantwith to s.

607.0147(1);

or b.

The information required by s.

A statement that any claim asserting that the ratification of such defective corporate action, and any putative shares issued as a result of such defective corporate action, areshould not be effective, or mayshould only be effective on certain conditions, and must be broughtbrought, if at all, within 120 days after the applicable validation effective time.

607.0147(3) arewill thosebe the quorum and voting requirements that are applicable, at the time of such shareholder approval, to the defective corporate action proposed to be ratified.

(4) The approval by shareholders at a meeting to ratify the election of a director requires that the votes cast bywithin the voting group favoring such ratification exceed the votes cast bywithin the voting group opposing such ratification of the election at a meeting at which a quorum is present.

Approval by shareholders by written consent to ratify the election of a director requires that the consents given bywithin the voting group favoring such ratification represent a majority of the shares of the voting group.

(5) HoldersPutative of putative shares on the record date for determining the shareholdersPage entitled13 toof39 voteCODING: on any matter submitted to shareholders under s.

607.0147(3), and without giving effect to any ratification of putative shares which Page 13 of45 CODING:

hb1189-00hb1189-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S HB1189CS/HB1189 2024 becomesshareholders effective as a result of such vote, are not entitled to vote andon may not be counted for quorum purposes in any votematter submitted to approveshareholders theunder ratifications. of any defective corporate action.

Putative607.0147(3), shares on the record date for the action by written consent, and without giving effect to any ratification of putative shares whichthat becomes effective as a result of such writtenvote, consent,will are not be entitled to bevote or counted for quorum purposes in any writtenvote consent to approve the ratification of any defective corporate action.

Putative shares on the record date for an action by written consent, and without giving effect to any ratification of putative shares that becomes effective as a result of such written consent, will not be entitled to be counted in any written consent to approve the ratification of any defective corporate action.

607.0147,607.0147(3), approval is also required of an amendment to the corporation's articles of incorporation under ss.

607.1001–607.1009607.1001– 607.1009 to increase the number of shares of an authorized class or series or to authorize the creation of a class or series of shares so there is no overissue.overissue will also be required.

607.0147 must be given to each holder of valid shares and each holder of putative shares, regardless of whetherPage entitled14 toof39 vote,CODING: which is a holder of valid shares or putative shares as of:

Page 14 of45 CODING:

hb1189-00hb1189-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S HB1189CS/HB1189 2024 (a)whether Theentitled dateto ofvote, thethat actionis bya theholder board of directorsvalid takenshares underor s.putative shares as of:

(a) The date of the action by the board of directors taken under s.

(2) Notice is not required to be given to those holders of valid shares or those holders of putative shares whose identities or addresses for notice cannot be determined from the records of the corporation.

(a) EitherEither: a copy of the action taken by the board of directors pursuant to s.

607.0147(1)(a)1. or the information required by s.

607.0147(1)(a)-(d)A orcopy (2)(a),of (b),the andaction (c),taken asby applicable.the board of directors pursuant to s.

(b)607.0147(1); A statement that, in order to be considered, any claim asserting that the ratification of the defective corporate action, and any putative shares issued as a result of such defective corporate action, are not effective, or are effective only on certain conditions, and must be brought within 120 days after the applicable validation effective time.

(4)or Notice2. is not required under this section with respect to any action required to be submitted to shareholders for approval pursuant s.

607.0147(3)The ifinformation noticerequired isby given pursuant to s.

607.0148(2).607.0147(1)(a)-(d) or s.

(5)607.0147(2)(a), Notice(b), requiredand by(c), thisas sectionapplicable. may be given in any manner authorized under s.

607.0141(b) and,A forstatement that, in order to be considered, any corporationclaim Pageasserting 15that of45the CODING:ratification of the defective corporate action, and any putative shares issued as a result of such defective corporate action, should not be effective, or should be effective only on certain conditions, and must be brought, if at all, within 120 days after the applicable validation effective time.

(4) Notice under this section is not required with respect to any action required to be submitted to shareholders for Page 15 of39 CODING:

hb1189-00hb1189-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S HB1189CS/HB1189 2024 subjectapproval topursuant thes. reporting requirements of ss.

13607.0147(3) orif 15(d)notice ofis the Securities Exchange Act of 1934, may be given byin meansaccordance of a filing or furnishing of such notice with thes. United States Securities and Exchange Commission.

607.0148(2).

(5) Notice required by this section may be given in any manner permitted under s.

607.0141 and, for any corporation subject to the reporting requirements of s.

13 or s.

15(d) of the Securities Exchange Act of 1934, may be given by means of a filing or furnishing of such notice with the United States Securities and Exchange Commission.

607.015 Effects of ratification.—The following provisions apply uponfrom and after the validation effective time, without regard to the 120-day period during which a claim may be brought pursuantunder to s.

(1) Each defective corporate action ratified pursuantin toaccordance with s.

607.0147 iswill not be void or voidable as a result of the failure of authorization set forth and identified pursuantin tothe action taken under s.

607.0147(1) or (2) and iswill be deemed a valid corporate action effective as of the date of the defective corporate action.

(2) The issuance of each putative share or fraction of a putative share purportedly issued pursuant to a defective corporate action identified in the action taken pursuantin toaccordance with s.

607.0147 iswill not be void or voidable, and each such putative share is deemed to be an identical share or fraction of a validputative share aswill ofbe thedeemed timeto itPage was16 purportedlyof39 issued.CODING:

(3) Any corporate action taken subsequent to the defective corporate action ratified pursuant to ss.

607.0145-607.0152 in reliance on such defective corporate action having been validly effected, and any subsequent defective corporate action Page 16 of45 CODING:

hb1189-00hb1189-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S HB1189CS/HB1189 2024 resultingbe directlyan oridentical indirectlyshare fromor suchfraction originalof defectivea corporate action, is valid share as of the respective time suchit corporate action was taken.purportedly issued.

(3) Any corporate action taken subsequent to the defective corporate action ratified pursuant to ss.

607.0145-607.0152 in reliance on such defective corporate action having been validly effected, and any subsequent defective corporate action resulting directly or indirectly from such original defective corporate action, will be valid as of the respective time such corporate action was taken.

607.0145-607.0152 would have required a filing under ss.this chapter and either:

607.0145-607.0152,(a) Any previous filing requires any change to the filing to give effect to the defective corporate action in accordance with this section, including, but not limited to, a change to the date and either:time of the effectiveness of such filing;

(a)or Any(b) previousA filing requireswas anynot changepreviously tofiled in respect of the defective corporate action, In lieu of a filing tootherwise giverequired effectunder tothis chapter, the defectivecorporation corporatemust actionfile articles of validation in accordance with this section, includingand asuch changearticles toof thevalidation datewill andserve timeto ofPage the17 effectivenessof39 ofCODING: such filing;

or (b) A filing was not previously filed with respect to the defective corporate action, In lieu of a filing otherwise required under ss.

607.0145- 607.0152, the corporation must file articles of validation in accordance with this section, and such articles of validation will serve to amend or be a substitute for any other filing with respect to such defective corporate action required under ss.

607.0145-607.0152.

(2) Articles of validation must specify all of the following:

(a) The defective corporate action that is the subject of Page 17 of45 CODING:

hb1189-00hb1189-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S HB1189CS/HB1189 2024 theamend articlesor ofbe validation,a including,substitute infor the case of any defectiveother corporatefiling actionwith involvingrespect theto issuance of putative shares, the number and type of putative shares issued and the date or dates upon which such putativedefective sharescorporate wereaction purportedrequired toby havethis beenchapter. issued.

(2) The articles of validation must specify all of the following:

(a) The defective corporate action that is the subject of the articles of validation, including, in the case of any defective corporate action involving the issuance of putative shares, the number and type of putative shares issued and the date or dates upon which such putative shares were purported to have been issued.

(c) The nature of the failure of authorization within respect toof the defective corporate action.

(d) A statement that the defective corporate action was ratified pursuantin toaccordance with s.

If a filing was previously made within respect toof the defective corporate action and such filing requires any change to give effect to the ratification of such defective corporate action pursuant to s.

A statement that a filing containing all of the informationPage required18 toof39 beCODING: included under the applicable provisions of this chapter to give effect to such defective corporate action is attached as an exhibit to the articles of validation;

and c.

The date and time that such filing is deemed to have Page 18 of45 CODING:

hb1189-00hb1189-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S HB1189CS/HB1189 2024 becomeinformation effective.required to be included under the applicable provisions of this chapter to give effect to such defective corporate action is attached as an exhibit to the articles of validation;

and c.

The date and time that such filing is deemed to have become effective.

If a filing was not previously made within respect toof the defective corporate action and the defective corporate action ratified pursuant to s.

any shareholder, beneficial shareholder, or unrestricted voting trust beneficial owner of the corporation, includingPage any19 suchof39 shareholder,CODING: beneficial shareholder, or unrestricted voting trust beneficial owner as of the date of the defective corporate action ratified pursuant to s.

607.0147;

or any other person claiming to be substantially and adversely affected by a ratification pursuant to s.

607.0147 may file in Page 19 of45 CODING:

hb1189-00hb1189-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S HB1189CS/HB1189 2024 theincluding circuitany courtsuch inshareholder, thebeneficial applicableshareholder, countyor motionsunrestricted forvoting anytrust beneficial owner as of the following:date of the defective corporate action ratified pursuant to s.

(a)607.0147; A determination of the validity and effectiveness of any corporate action or defective corporate action ratified pursuant to s.

or any other person claiming to be substantially and adversely affected by a ratification in accordance with s.

607.0147, the circuit court in the applicable county may take any one or more of the following actions:

(a) Determine the validity and effectiveness of any corporate action or defective corporate action ratified pursuant to s.

(b) ADetermine determination of the validity and effectiveness of any ratification of any defective corporate action pursuant to s.

(c) ADetermine determination of the validity and effectiveness of any defective corporate action not ratified or not ratified effectively pursuant to s.

(d) ADetermine determination of the validity of any putative shares.

(e) AModify modification or waiverwaive of any of the procedures specified in s.

(2) UponIn theconnection filingwith ofan suchaction abrought motion,under this section, the court may make such findings or issue such orders and take into account any one or more factors or considerations as it deems proper under the circumstances.circumstances, including, but not limited to, any one or more of the factors, considerations, findings, and orders set forth in subsections (5) and (6).

FactorsPage that20 theof39 courtCODING: may consider include, but are not limited to, those set forth in subsections (5) and (6).

(3) Service of process of the application under subsection (1) on the corporation may be made in any manner provided in chapter 48 for service on a corporation, and no other party need be joined in order for the court to adjudicate the matter.

In an action filed by the corporation, the court may require that Page 20 of45 CODING:

hb1189-00hb1189-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S HB1189CS/HB1189 2024 notice(3) Service of process of the actionapplication under subsection (1) on the corporation may be made in any manner provided toin otherchapter persons48 specifiedfor byservice theon courta corporation, and permitno such other personsparty toneed intervenebe joined in order for the action.court to adjudicate the matter.

(4)In Notwithstanding any other law to the contrary, an action assertingfiled thatby the ratificationcorporation, ofthe acourt defectivemay corporaterequire action,that andnotice any putative shares issued as a result of suchthe defectiveaction corporatebe action,provided isto notother effective,persons orspecified mayby bethe givencourt effect only upon certain conditions, and mustpermit besuch broughtother withinpersons 120to daysintervene afterin the validationaction. effective time.

(5)(4) InNotwithstanding determiningany judicialother proceedingslaw underto thisthe section,contrary, any action asserting that the courtratification mayof considera defective corporate action, and any putative shares issued as a result of such defective corporate action, should not be effective, or should be effective only on certain conditions, must be brought, if at all, within 120 days after the following:validation effective time.

(a)(5) WhetherIn theconnection defectivewith corporatethe actionresolution wasof originallymatters approvedunder orsubsection effectuated(2), with the beliefcourt thatmay theconsider approvalany orof effectuationthe wasfollowing: in compliance with ss.

607.0145-607.0152,(a) Whether the defective corporate action was originally approved or effectuated with the belief that the approval or effectuation was in compliance with the provisions of this chapter, the articles of incorporation, or the bylaws of the corporation.

(c)Page Whether21 anyof39 personCODING: will be or was harmed by the ratification or validation of the defective corporate action, excluding any harm that would have resulted if the defective corporate action had been valid when approved or effectuated.

(d) Whether any person will be harmed by the failure to ratify or validate the defective corporate action.

Page 21 of45 CODING:

hb1189-00hb1189-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S HB1189CS/HB1189 2024 (e)(c) Whether any person will be or was harmed by the ratification or validation of the defective corporate action, excluding any harm that would have resulted if the defective corporate action washad abeen conflictvalid ofwhen interestapproved transaction.or effectuated.

(d) Whether any person will be harmed by the failure to ratify or validate the defective corporate action.

(e) Whether the defective corporate action was a conflict of interest transaction.

(6) TheIn courtconnection maywith doan anyaction ofunder this section, the followingcourt inmay connectiondo withany anone actionor undermore thisof section:the following:

(a) Declare that a ratification in accordance with and pursuant to s.

607.0147 is not effective or isshall effective only be effective at a time or upon conditions established by the court.

(c) Require measures to remedy or avoid harm to any person substantially and adversely affected by a ratification in accordance with and pursuant to s.

607.0147 or by any order of the court pursuant to this section, excluding any harm that maywould have resulted if the defective corporate action had been valid when approved or effectuated.

(d) Order the department to accept an instrument for filingPage with22 anof39 effectiveCODING: time specified by the court, which effective time may be before or after the date of such order, provided that the filing date of such instrument must be determined in accordance with s.

607.0123.

(e) Approve a stock ledger for the corporation which includes any shares ratified or validated pursuant to this Page 22 of45 CODING:

hb1189-00hb1189-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S HB1189CS/HB1189 2024 sectionfiling with an effective time specified by the court, which effective time may be before or after the date and time of such order, provided that the filing date of such instrument shall be determined in accordance with s.

607.0123.

(e) Approve a stock ledger for the corporation that includes any shares ratified or validated in accordance with this section or s.

(h) Declare that a defective corporate action validated by the court isshall be effective as of the date and time of the defective corporate action or at such other date and time as determined by the court.

(i) Declare that putative shares validated by the court areshall be deemed to be identical valid shares or afractions fraction of valid shares as of the date and time originally issued or purportedly issued or at such other date and time as determined by the court.

(j) Require payment by the corporation of reasonable expenses, including attorney fees and costs, asthat determinedthe bycourt finds just and equitable under the court.circumstances.

(k)Page Issue23 otherof39 ordersCODING: as it deems necessary under the circumstances.

Section 9.

Subsections (2), (3), (4), and (5) of section 605.0115, Florida Statutes, are redesignated as subsections (3), (4), (5), and (6), respectively, subsection (1) and present subsection (2) are amended, and a new subsection (2) is added to that section, to read:

605.0115 Resignation of registered agent.— Page 23 of45 CODING:

hb1189-00hb1189-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S HB1189CS/HB1189 2024 (1)(k) AIssue registeredother agentorders may resign as agentit fordeems annecessary activeand limitedproper liabilityunder company or a foreign limited liability company, an inactive limited liability company or an inactive foreign limited liability company, or for one or more inactive limited liability companies or inactive foreign limited liability companies that have been inactive for 10 years or longer for a limited liability company or foreign limited liability company by delivering for filing to the departmentcircumstances. a signed statement of resignation.

TheSection statement9. of resignation must contain:

containingSubsection the(2) name of thesection limited605.0115, liabilityFlorida companyStatutes, oris foreignamended, limitedand liabilitysubsection company.(6) is added to that section, to read:

(a)605.0115 TheResignation nameof registered agent.— (2) After delivering the statement of resignation to the department for filing, the registered agent must promptly mail a copy to the limited liability companycompany's or foreign limited liability company;company's current mailing address;

andprovided, (b)however, Ifthat if a composite statement of resignation is being filed pursuant to subsection (6), the limitedregistered liabilityagent companymust orpromptly foreignmail limiteda liabilitycopy companyof haseither beenthe inactivecomposite statement of resignation or dissolveda separate notice of resignation for 10each yearsrespective orlimited longer,liability company, in each case using the daterespective mailing address of the inactivityrespective orlimited liability company that then appears in the daterecords of the dissolution.department.

(2)(6)(a) If a registered agent is resigning fromas oneregistered oragent from more limitedthan liabilityone companies or foreign limited liability companiescompany that each havehas been inactivedissolved, either voluntarily, administratively, or dissolvedby court action, for ata leastcontinuous period of 10 years or longer, the registered agent may elect to file the statement of resignation separately for each inactivesuch or dissolved limited liability company or foreign limited liability company or may elect to file a single composite statement of resignation covering two or more limited liability companiescompanies. or Page 24 of45 CODING:

Any such composite Page 24 of39 CODING:

hb1189-00hb1189-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S HB1189CS/HB1189 2024 foreignstatement of resignation must set forth, for each such limited liability companies.company covered by the statement of resignation, the name of the respective limited liability and the date dissolution became effective for the respective limited liability company.

Such(b) compositeThis statementsubsection ofis resignationapplicable mustonly setto forth,resignations forfrom each inactive or dissolved limited liability companycompanies oras foreigndefined limitedin liabilitythis companychapter. covered by the statement of resignation, the name of each limited liability company or foreign limited liability company and each limited liability company's or foreign limited liability company's date of dissolution or date of inactivity.

(3)(2) After delivering the statement of resignation to the department for filing, the registered agent must promptly mail:

(a) A copy of the statement to the limited liability company's or foreign limited liability company's current mailing address as it appears in the records of the department, if the registered agent is resigning from one limited liability or foreign limited liability company;

or (b) If the registered agent is resigning from more than one limited liability company or foreign limited liability company, a copy of either the composite statement of resignation or a separate notice of resignation for the inactive or dissolved limited liability companies or foreign limited liability companies, using the current mailing address of the respective companies as they appear in the records of the department.

PresentSubsection subsections (2) through (5) of section 607.0503, Florida Statutes, areis redesignatedamended, asand subsectionssubsection (3)(6) Pageis 25added of45to CODING:that section, to read:

607.0503 Resignation of registered agent.— (2) After delivering the statement of resignation to the department for filing, the registered agent must promptly mail a copy to the corporation at its current mailing address;

provided, however, that if a composite statement of resignation is being filed pursuant to subsection (6), 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.

(6)(a) If a registered agent is resigning as registered agent from more than one corporation that each has been dissolved, either voluntarily, administratively, or by court action, for a continuous period of 10 years or longer, the Page 25 of39 CODING:

hb1189-00hb1189-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S HB1189CS/HB1189 2024 throughregistered (6),agent respectively,may aelect newto subsectionfile (2)the isstatement addedof toresignation thatseparately section,for andeach subsectionsuch (1)corporation andor presentmay subsectionelect (2)to file a single composite statement of thatresignation sectioncovering aretwo amended,or tomore read:corporations.

607.0503Any Resignationsuch ofcomposite registeredstatement agent.—of (1)resignation Amust registeredset agentforth, mayfor resigneach assuch agentcorporation forcovered anby activethe astatement corporation,of anresignation, inactivethe corporation,name orof forthe onerespective orcorporation moreand inactivethe corporationsdate that havedissolution beenbecame inactiveeffective for 10 years or longer by delivering to the departmentrespective forcorporation. filing a signed statement of resignation.

The(b) statementThis ofsubsection resignationis mustapplicable contain:only to resignations by registered agents from domestic corporations.

containing (a) The name of the corporation;

and (b) The date of the inactivity or the date of the dissolution, if the corporation has been inactive or dissolved for 10 years or longer.

(2) If a registered agent is resigning from one or more corporations that each have been inactive or dissolved for 10 years or longer, the registered agent may elect to file the statement of resignation separately for each inactive or dissolved corporation or may elect to file a single composite statement of resignation covering two or more corporations.

Such composite statement of resignation must set forth, for each inactive or dissolved corporation covered by the statement of resignation, the name of each corporation and each corporation's date of dissolution or date of inactivity.

(3)(2) After delivering the statement of resignation to Page 26 of45 CODING:

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hb1189-00 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S HB1189 2024 the department for filing, the registered agent must promptly mail:

(a) A copy to the corporation at its current mailing address as it appears in the records of the department, if the registered agent is resigning from one corporation;

or (b) If the registered agent is resigning from more than one corporation, a copy of either the composite statement of resignation or a separate notice of resignation for the inactive or dissolved corporation to the current mailing address of the respective corporation as it appears in the records of the department.

PresentSubsection subsections (2) through (5) of section 607.1509,617.0502, Florida Statutes, are redesignated as subsections (3) through (6), respectively, a new subsection (2) is addedamended to that section, and subsection (1) and present subsection (2) of that section are amended, to read:

607.1509617.0502 ResignationChange of registered agentoffice ofor foreign corporation.— (1) A registered agentagent; may resign as agent for a foreign corporation by delivering to the department for filing a signed statement of resignation for an active foreign corporation, an inactive foreign corporation, or for one or more inactive or dissolved foreign corporations that have each been inactive or dissolved for 10 years or longer.

Theresignation of registered agent.— (2)(a) Any registered agent may resign his or her agency appointment by signing and delivering for filing with the Department of State a statement of resignation mustand contain:mailing a copy of such statement to the corporation at its mailing address as it then appears in the records of the Department of State;

containingprovided, 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 2726 of45of39 CODING:

hb1189-00hb1189-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S HB1189CS/HB1189 2024 (a)in Thethe namerecords of the foreignDepartment corporation;of State principal office address shown in its most recent annual report or, if none, filed in the articles of incorporation or other most recently filed document.

andThe (b)statement Ifof theresignation foreignshall corporationstate hasthat beena inactivecopy orof dissolvedsuch forstatement 10of yearsresignation oror, longer,if theapplicable, datenotice thatof theresignation, foreignhas corporationbeen becamemailed inactiveto orthe corporation at the dateaddress ofso dissolution.stated.

(2)The Aagency registeredis agentterminated resigningas fromof morethe than31st oneday foreignafter corporationthe maydate electon towhich file the statement ofwas resignationfiled separatelyand forunless eachotherwise inactiveprovided orin dissolvedthe foreignstatement, corporationtermination orof maythe electagency toacts fileas a singletermination composite statement of resignationthe coveringregistered twooffice. or more foreign corporations.

Such(b) compositeIf statementa ofregistered resignationagent mustis setresigning forth,as forregistered eachagent inactivefrom one or dissolvedmore foreigncorporations corporationthat coveredeach has been dissolved, either voluntarily, administratively, or by thecourt statementaction, offor resignation,a thecontinuous nameperiod of 10 years or longer, the corporationregistered andagent may elect to file the datestatement of inactivityresignation separately for each such corporation or datemay ofelect dissolutionto file a single composite statement of theresignation foreigncovering corporation.two or more corporations.

(3)(2)Any Aftersuch deliveringcomposite statement of resignation must set forth, for each such corporation covered by the statement of resignationresignation, tothe name of the departmentrespective forcorporation filing,and the registereddate agentthat mustdissolution promptlybecame mail:effective for the respective corporation.

(a)This Asubsection copyis toapplicable theonly foreignto corporationresignations atby its current mailing address as it appears in the records of the department, if the registered agentagents is resigning from onedomestic foreigncorporations. corporation;

or (b) If the registered agent is resigning from more than one foreign corporation, a copy of either the composite statement of resignation or a separate notice of resignation for the inactive or dissolved corporations to the current mailing Page 28 of45 CODING:

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words underlined are additions.

hb1189-00 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S HB1189 2024 address as it appears in the records of the department.

PresentSubsections subsections(8) (3), (4), and (5)(9) of section 617.0502,605.0213, Florida Statutes, are redesignatedamended as subsections (5), (6), and (7), respectively, new subsections (3), (4), and (5) are added to that section, and subsection (2) of that section is amended, to read:

617.0502Page Change27 ofof39 registeredCODING: office or registered agent;

resignation of registered agent.— (2) A Any registered agent may resign his or her agency appointment by signing and delivering for filing with the Department of State a statement of resignation for an active corporation or an inactive corporation, or for one or more inactive or dissolved corporations that have been inactive or dissolved for 10 years or longer.

The statement of resignation must contain:

(a) The name of the corporation;

and (b) The date of the inactivity or date of the dissolution, if the corporation has been inactive or dissolved for 10 years or longer.

(3) If a registered agent is resigning from one or more corporations that have each been inactive or dissolved for 10 years or longer, the registered agent may elect to file the statement of resignation separately for each inactive or dissolved corporation or may elect to file a single composite statement of resignation covering two or more corporations.

Such Page 29 of45 CODING:

hb1189-00hb1189-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S HB1189CS/HB1189 2024 composite605.0213 statementFees of resignation must set forth, for each inactive or dissolved corporation covered by the statementdepartment.—The offees resignation, the respective name of the corporationdepartment andunder thethis datechapter ofare dissolutionas orfollows: date of inactivity of the corporation.

(4)(8) AfterFor deliveringfiling thea registered agent's statement of resignation tofrom thea departmentan foractive filing,limited theliability registeredcompany agentthat musthas promptlynot mail:been dissolved, $85.

(a)(9) AFor copyfiling toa theregistered corporationagent's atstatement itsof currentresignation mailingfrom addressa asdissolved itlimited appearsliability incompany theor recordsa composite statement of theresignation department,from iftwo theor registeredmore agentdissolved islimited resigningliability fromcompanies onepursuant corporation;to s.

or605.0115(6), (b)$25. A copy of either the composite statement of resignation or a separate notice of resignation for the inactive or dissolved corporation to the current mailing address of the respective corporation as it appears in the records of the department if the registered agent is resigning from more than one corporation and mailing a copy of such statement to the corporation at its principal office address shown in its most recent annual report or, if none, filed in the articles of incorporation or other most recently filed document.

TheSection statement13. of resignation shall state that a copy of such statement has been mailed to the corporation at the address so stated.

(5)Subsections The(6) agency is terminated as of the 31st day after the date on which the statement was filed and unless(7) otherwise provided in the statement, termination of thesection agency607.0122, actsFlorida asStatutes, aare terminationamended ofto theread: registered office.

Page 30 of45 CODING:

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hb1189-00 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S HB1189 2024 Section 13.

Present subsections (2) and (3) of section 620.1116, Florida Statutes, are redesignated as subsections (3) and (4), respectively, a new subsection (2) is added to that section, and subsection (1) and present subsection (2) are amended, to read:

620.1116 Resignation of registered agent.— (1) In order to resign as registered agent of a limited partnership or foreign limited partnership, the agent must deliver to the Department of State for filing a signed statement of resignation for an active limited partnership or foreign limited partnership, or more than one inactive or dissolved limited partnership or foreign limited partnership that have been inactive or dissolved for 10 years or longer containing the following:

(a) The name of the limited partnership or foreign limited partnership;

and (b) The date that the limited partnership or foreign limited partnership became inactive or the date of dissolution, if the limited partnership or foreign limited partnership has been inactive or dissolved for 10 years or longer.

(2) If a registered agent is resigning from more than one limited partnership or foreign limited partnership that each have been inactive or dissolved for 10 years or longer, the registered agent may elect to file the statement of resignation separately for each inactive or dissolved limited partnership or Page 31 of45 CODING:

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words underlined are additions.

hb1189-00 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S HB1189 2024 foreign limited partnership or may elect to file a single composite statement of resignation covering two or more limited partnerships or foreign limited partnerships.

Such composite statement of resignation must, for each inactive or dissolved limited partnership or foreign limited partnership, set forth the respective name of the limited partnership or foreign limited partnership and the date of dissolution or the date that the limited partnership or foreign limited partnership became inactive.

(3)(2) After filing the statement with the Department of State, the registered agent shall mail:

(a) A copy to the limited partnership's or foreign limited partnership's current mailing address as it appears in the records of the department, if the registered agent is resigning from one limited partnership or foreign limited partnership;

or (b) A copy of either the composite statement of resignation or a separate notice of resignation for the inactive or dissolved limited partnership or foreign limited partnership, to the current mailing address of the respective limited partnership or foreign limited partnership as it appears in the records of the department if the registered agent is resigning from more than one limited partnership or foreign limited partnership.

Section 14.

Subsection (9) of section 605.0213, Florida Statutes, is amended to read:

Page 32 of45 CODING:

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hb1189-00 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S HB1189 2024 605.0213 Fees of the department.—The fees of the department under this chapter are as follows:

(9) For filing a registered agent's statement of resignation from inactive or a dissolved limited liability companies company, $25.

Section 15.

Subsection (7) of section 607.0122, Florida Statutes, is amended to read:

(7)(6) Agent's statement of resignation from inactivea corporationsactive ancorporation inactivethat corporation:has not been dissolved:

$87.50.

(7) Agent's statement of resignation from a dissolved an inactive corporation or a composite statement of resignation from two or more dissolved corporations pursuant to s.

607.0502(6):

Section 16.14.

SubsectionSubsections (6) and (7) of section 617.0122, Florida Statutes, isare amended to read:

617.0122 Fees for filing documents and issuing certificates.—The Department of State shall collect the followingPage fees28 onof39 documentsCODING: delivered to the department for filing:

(7) Agent's statement of resignation from inactive corporations corporation:

$35.

Any citizen support organization that is required by rule of the Department of Environmental Protection to be formed as a nonprofit organization and is under contract with the department Page 33 of45 CODING:

hb1189-00hb1189-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S HB1189CS/HB1189 2024 isfollowing exempt from any fees requiredon fordocuments incorporationdelivered 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 Secretarydepartment offor Statefiling: as being under contract with the Department of Environmental Protection.

Section(6) 17.Agent's statement of resignation from a active corporation that has not been dissolved:

$87.50.

(7) Agent's statement of resignation from a dissolved inactive corporation or a composite statement of resignation from two or more dissolved corporations pursuant to s.

617.0502(2)(b):

$35.

Any citizen support organization that is required by rule of the Department of Environmental Protection to be formed as a nonprofit organization and is under contract with the 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.

Section 15.

605.0209(3), any document delivered to the department for filing under this chapterPage may29 specifyof39 anCODING: effective time and a delayed effective date.

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words underlined are additions.

hb1189-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/HB1189 2024 chapter may specify an effective time and a delayed effective date.

(2) If the record filed specifies an effective time, but not a prior or delayed effective date, on the date the record is Pageaccepted, 34as of45evidenced CODING:by the department's endorsement, and at the time specified in the filing.

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words underlined are additions.

hb1189-00 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S HB1189 2024 accepted, as evidenced by the department's endorsement, and at the time specified in the filing.

(5) If the record filed is the initial articles of organizationPage and30 specifiesof39 anCODING: effective date before the date of the filing, but no effective time, at 12:01 a.m.

Words strickenare deletions;

words underlined are additions.

hb1189-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/HB1189 2024 organization and specifies an effective date before the date of the filing, but no effective time, at 12:01 a.m.

(7) If the record filed does not specify the time zone or Pageplace 35at of45which CODING:the date or time, or both, is to be determined, the date or time, or both, at which it becomes effective shall be those prevailing at the place of filing in this state.

WordsSection strickenare16. deletions;

wordsFor underlinedthe arepurpose additions.of incorporating the amendments made by this act to section 605.0115, Florida Statutes, in a reference thereto, paragraph (b) of subsection (3) of section 605.0113, Florida Statutes, is reenacted to read:

hb1189-00 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S HB1189 2024 place at which the date or time, or both, is to be determined, the date or time, or both, at which it becomes effective shall be those prevailing at the place of filing in this state.

Section 18.

Paragraph (b) of subsection (3) of section 605.0113, Florida Statutes, is amended to read:

605.0115(3) s.

SectionPage 19.31 of39 CODING:

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words underlined are additions.

hb1189-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/HB1189 2024 Section 17.

Section 20.18.

For the purpose of incorporating the amendment Pagemade 36by of45this CODING:act to section 607.0503, Florida Statutes, in a reference thereto, subsection (4) of section 607.0501, Florida Statutes, is reenacted to read:

Words strickenare deletions;

words underlined are additions.

hb1189-00 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S HB1189 2024 made by this act to section 607.0503, Florida Statutes, in a reference thereto, subsection (4) of section 607.0501, Florida Statutes, is reenacted to read:

607.0503 to the corporation at the address most recently supplied to the registered agent by the corporation.Page 32 of39 CODING:

Section 21.

For the purpose of incorporating the amendments made by this act to sections 605.0213 and 607.0122, Florida Statutes, in references thereto, paragraph (b) of subsection (2) of section 607.193, Florida Statutes, is reenacted to read:

607.193 Supplemental corporate fee.— (2) (b) In addition to the fees levied under ss.

605.0213, 607.0122, and 620.1109 and the supplemental corporate fee, a late charge of $400 shall be imposed if the supplemental corporate fee is remitted after May 1 except in circumstances in which a business entity was administratively dissolved or its Page 37 of45 CODING:

hb1189-00hb1189-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S HB1189CS/HB1189 2024 certificatecorporation. of authority was revoked due to its failure to file an annual report and the entity subsequently applied for reinstatement and paid the applicable reinstatement fee.

Section 22.19.

For the purpose of incorporating the amendmentamendments made by this act to sectionsections 607.1509,605.0213 and 607.0122, Florida Statutes, in areferences reference thereto, paragraph (b) of subsection (9)(2) of section 607.0120,607.193, Florida Statutes, is reenacted to read:

607.0120607.193 FilingSupplemental requirements.—corporate (9)fee.— The(2) document(b) mustIn beaddition delivered to the officefees oflevied theunder departmentss. for filing.

Delivery605.0213, may607.0122, beand made620.1109 byand electronicthe transmissionsupplemental corporate fee, a late charge of $400 shall be imposed if andthe supplemental corporate fee is remitted after May 1 except in circumstances in which a business entity was administratively dissolved or its certificate of authority was revoked due to its failure to file an annual report and the extententity permittedsubsequently byapplied for reinstatement and paid the department.applicable reinstatement fee.

IfSection it20. is filed in typewritten or printed form and not transmitted electronically, the department may require one exact or conformed copy, to be delivered with the document, except as provided in s.

607.1509.

Section 23.

For the purpose of incorporating the amendment made by this act to section 607.1509, Florida Statutes, subsection (4) of section 607.1507, Florida Statutes, is reenacted to read:

607.1507 Registered office and registered agent of foreign corporation.— (4) The duties of a registered agent are as follows:

(a) To forward to the foreign corporation at the address most recently supplied to the registered agent by the foreign corporation, a process, notice, or demand pertaining to the Page 38 of45 CODING:

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words underlined are additions.

hb1189-00 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S HB1189 2024 foreign corporation which is served on or received by the registered agent;

and (b) If the registered agent resigns, to provide the notice required under s.

607.1509 to the foreign corporation at the address most recently supplied to the registered agent by the foreign corporation.

Section 24.

(a) The direct-support organization must be a Florida corporationPage not33 forof39 profit,CODING: incorporated under the provisions of chapter 617.

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words underlined are additions.

hb1189-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/HB1189 2024 corporation not for profit, incorporated under the provisions of chapter 617.

Section 25.21.

252.71 Florida Emergency Management Assistance Foundation.— (2) The foundation is hereby created as a direct-support Pageorganization 39of of45the CODING:division to provide assistance, funding, and support to the division in its disaster response, recovery, and relief efforts for natural emergencies.

Words strickenare deletions;

words underlined are additions.

hb1189-00 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S HB1189 2024 organization of the division to provide assistance, funding, and support to the division in its disaster response, recovery, and relief efforts for natural emergencies.

Section 26.22.

direct- support organization.—The Legislature finds that the expansion of international trade and tourism is vital to the overall healthPage and34 growthof39 ofCODING: the economy of this state.

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words underlined are additions.

hb1189-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S CS/HB1189 2024 health and growth of the economy of this state.

Page(6)(a) 40The of45department CODING:shall establish and contract with a direct-support organization, organized as a nonprofit under chapter 617 and recognized under s.

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words underlined are additions.

hb1189-00 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S HB1189 2024 (6)(a) The department shall establish and contract with a direct-support organization, organized as a nonprofit under chapter 617 and recognized under s.

Section 27.23.

authority of circuit judge.—If the circuit judge to whom the petitionPage and35 proposedof39 articlesCODING: of incorporation are presented finds that the petition and proposed articles are in proper form, he or she shall approve the articles of incorporation and endorse his or her approval thereon;

such approval shall provide that all of the property of the petitioning corporation shall become the property of the successor corporation not for profit, subject to all indebtedness and liabilities of the petitioning corporation.

The articles of incorporation with such endorsements thereupon shall be sent to the Department of State, which shall, upon receipt thereof and upon payment of all taxes Page 41 of45 CODING:

hb1189-00hb1189-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S HB1189CS/HB1189 2024 duepetition theand stateproposed byarticles theof petitioningincorporation corporation,are ifpresented any,finds issuethat a certificate showing the receiptpetition ofand theproposed articles ofare incorporationin withproper theform, endorsementhe ofor approvalshe thereonshall andapprove of the paymentarticles of allincorporation taxesand toendorse thehis state.or her approval thereon;

such approval shall provide that all of the property of the petitioning corporation shall become the property of the successor corporation not for profit, subject to all indebtedness and liabilities of the petitioning corporation.

The articles of incorporation with such endorsements thereupon shall be sent to the Department of State, which shall, upon receipt thereof and upon payment of all taxes due the state by the petitioning corporation, if any, issue a certificate showing the receipt of the articles of incorporation with the endorsement of approval thereon and of the payment of all taxes to the state.

Section 28.24.

For the purpose of incorporating the amendment made by this act to section 617.0122, Florida Statutes, in a reference thereto, subsection (4) of section 617.2006, Florida Statutes,Page is36 reenactedof39 toCODING: read:

617.2006 Incorporation of labor unions or bodies.—Any group or combination of groups of workers or wage earners, bearing the name labor, organized labor, federation of labor, brotherhood of labor, union labor, union labor committee, trade union, trades union, union labor council, building trades council, building trades union, allied trades union, central labor body, central labor union, federated trades council, local union, state union, national union, international union, district labor council, district labor union, American Page 42 of45 CODING:

hb1189-00hb1189-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S HB1189CS/HB1189 2024 FederationStatutes, ofis Labor,reenacted Floridato Federationread: of Labor, or any component parts or significant words of such terms, whether the same be used in juxtaposition or with interspace, may be incorporated under this act.

(4)617.2006 UponIncorporation the filing of thelabor articlesunions ofor incorporationbodies.—Any andgroup theor petition,combination andof thegroups giving of suchworkers notice,or thewage circuitearners, judgebearing to whom such petition may be addressed shall, upon the datename statedlabor, inorganized suchlabor, notice,federation takeof testimonylabor, andbrotherhood inquireof intolabor, theunion admissionslabor, andunion purposeslabor ofcommittee, suchtrade organizationunion, andtrades theunion, necessityunion therefor,labor andcouncil, uponbuilding suchtrades hearing,council, ifbuilding thetrades circuitunion, judgeallied shalltrades beunion, satisfiedcentral thatlabor thebody, allegationscentral setlabor forthunion, infederated thetrades petitioncouncil, andlocal articlesunion, ofstate incorporationunion, havenational beenunion, substantiated,international andunion, shalldistrict findlabor thatcouncil, suchdistrict organizationlabor willunion, notAmerican beFederation harmfulof toLabor, theFlorida communityFederation inof whichLabor, itor proposesany tocomponent operate,parts or tosignificant thewords state,of andsuch thatterms, itwhether is intended in good faith to carry out the purposessame andbe objectsused set forth in thejuxtaposition articlesor ofwith incorporation,interspace, andmay thatbe thereincorporated isunder athis necessityact. therefor, the judge shall approve the articles of incorporation and endorse his or her approval thereon.

(4) Upon the filing of the articles of incorporation withand itsthe endorsementspetition, thereuponand withthe giving of such notice, the Departmentcircuit judge to whom such petition may be addressed shall, upon the date stated in such notice, take testimony and inquire into the admissions and purposes of Statesuch organization and paymentthe necessity therefor, and upon such hearing, if the circuit judge shall be satisfied that the allegations set forth in the petition and articles of incorporation have been substantiated, and shall find that such organization will not be harmful to the filingcommunity feesin specifiedwhich it proposes to operate, or to the state, and that it is intended in s.good faith to carry out the purposes and objects set Page 37 of39 CODING:

617.0122, the subscribers and their associates and successors shall be a corporation by the name given.

Section 29.

For the purpose of incorporating the amendment made by this act to section 617.0502, Florida Statutes, in a Page 43 of45 CODING:

hb1189-00hb1189-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S HB1189CS/HB1189 2024 referenceforth thereto,in subsectionthe (3)articles of sectionincorporation, 617.0501,and Floridathat Statutes,there is reenacteda tonecessity read:therefor, the judge shall approve the articles of incorporation and endorse his or her approval thereon.

Upon the filing of the articles of incorporation with its endorsements thereupon with the Department of State and payment of the filing fees specified in s.

617.0122, the subscribers and their associates and successors shall be a corporation by the name given.

Section 25.

For the purpose of incorporating the amendment made by this act to section 617.0502, Florida Statutes, in a reference thereto, subsection (3) of section 617.0501, Florida Statutes, is reenacted to read:

Section 30.26.

For the purpose of incorporating the amendment made by this act to section 617.0502, Florida Statutes, in a reference thereto, paragraph (a) of subsection (1) of section 617.0503,Page Florida38 Statutes,of39 isCODING: reenacted to read:

617.0503 Registered agent;

duties;

confidentiality of investigation records.— (1)(a) Each corporation, foreign corporation, or alien business organization that owns real property located in this state, that owns a mortgage on real property located in this state, or that transacts business in this state shall have and continuously maintain in this state a registered office and a registered agent and shall file with the Department of State notice of the registered office and registered agent as provided Page 44 of45 CODING:

hb1189-00hb1189-01-c1 F L O R I D A H O U S E O F R E P R E S E N T A T I V E S HB1189CS/HB1189 2024 in617.0503, ss.Florida Statutes, is reenacted to read:

617.0503 Registered agent;

duties;

confidentiality of investigation records.— (1)(a) Each corporation, foreign corporation, or alien business organization that owns real property located in this state, that owns a mortgage on real property located in this state, or that transacts business in this state shall have and continuously maintain in this state a registered office and a registered agent and shall file with the Department of State notice of the registered office and registered agent as provided in ss.

Section 31.27.

Page 4539 of45of39 CODING:

hb1189-00hb1189-01-c1