Florida Statutes
Part I - General Provisions (Ss. 607.0101-607.193)
607.0141 - Notice.



(1)(a) Notice under this chapter must be in writing, unless oral notice is:
1. Expressly authorized by the articles of incorporation or the bylaws; and
2. Reasonable under the circumstances.

(b) Unless otherwise agreed upon between the sender and the recipient, words in a notice or other communication under this chapter must be in English.
(c) Notice by electronic transmission is written notice.

(2) A notice or other communication may be given by any method of delivery, including voice mail where oral notice is allowed, except that electronic transmissions must be in accordance with this section.

(3)(a) Written notice by a domestic or foreign corporation authorized to transact business in this state to its shareholder, if in a comprehensible form, is effective:
1. Upon deposit into the United States mail, if mailed postpaid and correctly addressed to the shareholder’s address shown in the corporation’s current record of shareholders; or
2. When electronically transmitted to the shareholder in a manner authorized by the shareholder.

(b) Unless otherwise provided in the articles of incorporation or bylaws, and without limiting the manner by which notice otherwise may be given effectively to shareholders, any notice to shareholders given by the corporation under any provision of this chapter, the articles of incorporation, or the bylaws shall be effective if given by a single written notice to shareholders who share an address if consented to by the shareholders at that address to whom such notice is given. Any such consent shall be revocable by a shareholder by written notice to the corporation, and if a written notice of revocation is delivered to the corporation, the corporation must begin providing individual notices, reports, and other statements to the revoking shareholder no later than 30 days after delivery of the written notice of revocation.
(c) Any shareholder who fails to object in writing to the corporation, within 60 days after having been given written notice by the corporation of its intention to send the single notice permitted under paragraph (b), shall be deemed to have consented to receiving such single written notice.

(4) Written notice to a domestic corporation or to a foreign corporation authorized to transact business in this state may be addressed:
(a) To its registered agent at the domestic corporation’s or foreign corporation’s registered office; or
(b) To the domestic corporation or foreign corporation or to the domestic corporation’s or foreign corporation’s secretary at the domestic corporation’s or foreign corporation’s principal office or electronic mail address as authorized and shown in its most recent annual report or, in the case of a domestic corporation or foreign corporation that has not yet delivered an annual report, in a domestic corporation’s articles of incorporation or in a foreign corporation’s application for certificate of authority.


(5)(a) Except as provided in subsection (3) or elsewhere in this chapter, written notice, if in a comprehensible form, is effective at the earliest date of the following:
1. When received;
2. Five days after its deposit in the United States mail, if mailed postpaid and correctly addressed;
3. On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; or
4. When it enters an information processing system that the recipient has designated or uses for the purposes of receiving electronic transmissions or information of the type sent, and from which the recipient is able to retrieve the electronic transmission, and it is in a form capable of being processed by that system.

(b) Except as provided elsewhere in this chapter, oral notice is effective when communicated directly to the person to be notified in a comprehensible manner.

(6) Except with respect to notice to directors by the corporation, notice or other communications may be delivered by electronic transmission if consented to by the recipient or if authorized by subsection (7). Notice or other communication to directors by the corporation may be delivered by electronic transmission if consented to by the recipient director; however, if the articles or bylaws require or authorize electronic transmission of notice or other communication to a director by the corporation, then no consent by the director recipient is required for the corporation to deliver notice or other communications to the director by electronic transmission.
(7) A notice or other communication may be in the form of an electronic transmission that cannot be directly reproduced in paper form by the recipient through an automated process used in conventional commercial practice only if:
(a) The electronic transmission is otherwise retrievable in perceivable form; and
(b) The sender and the recipient have consented in writing to the use of such form of electronic transmission.

(8) Any consent under subsection (7) may be revoked by the person who consented by written or electronic notice to the person to whom the consent was delivered. Any such consent shall be deemed revoked if:
(a) The corporation is unable to deliver two consecutive electronic transmissions given by the corporation in accordance with such consent; and
(b) Such inability becomes known to the secretary or assistant secretary of the corporation or to the transfer agent, or other person responsible for the giving of notice or other communications; provided, however, that the inadvertent failure to treat such inability as a revocation does not invalidate any meeting or other action.

(9) Receipt of an electronic acknowledgment from an information processing system described in subparagraph (5)(a)4. establishes that an electronic transmission was received, but, by itself, does not establish that the content sent corresponds to the content received.
(10) An electronic transmission is received under this section even if no person is aware of its receipt.
(11) If this chapter prescribes requirements for notices or other communications in particular circumstances, those requirements govern. If articles of incorporation or bylaws prescribe requirements for notices or other communications not less stringent than the requirements of this section or other provisions of this chapter, those requirements govern. The articles of incorporation or bylaws may authorize or require delivery of notices of meetings of directors by electronic transmission.
(12) In the event that any provisions of this chapter are deemed to modify, limit, or supersede the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. s. 7001 et seq., the provisions of this chapter shall control to the maximum extent permitted by s. 102(a)(2) of that federal act.
History.—s. 15, ch. 89-154; s. 19, ch. 99-218; s. 5, ch. 2003-283; s. 14, ch. 2019-90; s. 136, ch. 2020-2; s. 6, ch. 2020-32.

Structure Florida Statutes

Florida Statutes

Title XXXVI - Business Organizations

Chapter 607 - Florida Business Corporation Act

Part I - General Provisions (Ss. 607.0101-607.193)

607.0101 - Short title; applicability.

607.0102 - Reservation of power to amend or repeal.

607.0120 - Filing requirements.

607.0121 - Forms.

607.0122 - Fees for filing documents and issuing certificates.

607.0123 - Effective time and date of document.

607.0124 - Correcting filed document; withdrawal of filed record before effectiveness.

607.0125 - Filing duties of the department.

607.0126 - Appeal from department’s refusal to file document.

607.0127 - Certificates to be received in evidence; evidentiary effect of certified copy of filed document.

607.0128 - Certificate of status.

607.0130 - Powers of department.

607.01401 - Definitions.

607.0141 - Notice.

607.0143 - Qualified director.

607.0201 - Incorporators.

607.0202 - Articles of incorporation; content.

607.0203 - Incorporation.

607.0204 - Liability for preincorporation transactions.

607.0205 - Organizational meeting of directors.

607.0206 - Bylaws.

607.0207 - Emergency bylaws.

607.0208 - Forum selection.

607.0301 - Purposes and application.

607.0302 - General powers.

607.0303 - Emergency powers.

607.0304 - Lack of power to act.

607.0401 - Corporate name.

607.04021 - Reserved name.

607.0403 - Registered name; application; renewal; revocation.

607.0501 - Registered office and registered agent.

607.0502 - Change of registered office or registered agent.

607.0503 - Resignation of registered agent.

607.05031 - Change of name or address by registered agent.

607.05032 - Delivery of notice or other communication.

607.0504 - Service of process, notice, or demand on a corporation.

607.0505 - Registered agent; duties.

607.0601 - Authorized shares.

607.0602 - Terms of class or series determined by board of directors.

607.0603 - Issued and outstanding shares.

607.0604 - Fractional shares.

607.0620 - Subscriptions for shares.

607.0621 - Issuance of shares.

607.0622 - Liability for shares issued before payment.

607.0623 - Share dividends.

607.0624 - Share rights, options, warrants, and awards.

607.0625 - Form and content of certificates.

607.0626 - Shares without certificates.

607.0627 - Restriction on transfer of shares and other securities.

607.0628 - Expenses of issue.

607.0630 - Shareholders’ preemptive rights.

607.0631 - Corporation’s acquisition of its own shares.

607.06401 - Distributions to shareholders.

607.0701 - Annual meeting.

607.0702 - Special meeting.

607.0703 - Court-ordered meeting.

607.0704 - Action by shareholders without a meeting.

607.0705 - Notice of meeting.

607.0706 - Waiver of notice.

607.0707 - Record date.

607.0709 - Remote participation in annual and special meetings of shareholders.

607.0720 - Shareholders’ list for meeting.

607.0721 - Voting entitlement of shares.

607.0722 - Proxies.

607.0723 - Shares held by intermediaries and nominees.

607.0724 - Acceptance of votes and other instruments.

607.0725 - Quorum and voting requirements for voting groups.

607.0726 - Action by single and multiple voting groups.

607.0728 - Voting for directors; cumulative voting.

607.0729 - Voting procedures; inspectors of election.

607.0730 - Voting trusts.

607.0731 - Voting agreements.

607.0732 - Shareholder agreements.

607.0741 - Standing.

607.0742 - Complaint; demand and excuse.

607.0743 - Stay of proceedings.

607.0744 - Dismissal.

607.0745 - Discontinuance or settlement; notice.

607.0746 - Proceeds and expenses.

607.0747 - Applicability to foreign corporations.

607.0748 - Shareholder action to appoint custodians or receivers.

607.0749 - Provisional director.

607.0750 - Direct action by shareholder.

607.0801 - Requirement for and duties of board of directors.

607.0802 - Qualifications of directors.

607.0803 - Number of directors.

607.0804 - Election of directors by certain voting groups; special voting rights of certain directors.

607.0805 - Terms of directors generally.

607.0806 - Staggered terms for directors.

607.0807 - Resignation of directors.

607.0808 - Removal of directors by shareholders.

607.08081 - Removal of directors by judicial proceedings.

607.0809 - Vacancy on board.

607.08101 - Compensation of directors.

607.0820 - Meetings.

607.0821 - Action by directors without a meeting.

607.0822 - Notice of meetings.

607.0823 - Waiver of notice.

607.0824 - Quorum and voting.

607.0825 - Committees.

607.0826 - Submission of matters for a shareholder vote.

607.0830 - General standards for directors.

607.0831 - Liability of directors.

607.0832 - Director conflicts of interest.

607.0833 - Loans to officers, directors, and employees; guaranty of obligations.

607.0834 - Liability for unlawful distributions.

607.08401 - Required officers.

607.0841 - Duties of officers.

607.08411 - General standards for officers.

607.0842 - Resignation and removal of officers.

607.0843 - Contract rights of officers.

607.0850 - Definitions.

607.0851 - Permissible indemnification.

607.0852 - Mandatory indemnification.

607.0853 - Advance for expenses.

607.0854 - Court-ordered indemnification and advance for expenses.

607.0855 - Determination and authorization of indemnification.

607.0857 - Insurance.

607.0858 - Variation by corporate action; application of ss. 607.0850-607.0859.

607.0859 - Overriding restrictions on indemnification.

607.0901 - Affiliated transactions.

607.0902 - Control-share acquisitions.

607.1001 - Authority to amend the articles of incorporation.

607.1002 - Amendment by board of directors.

607.10025 - Shares; combination or division.

607.1003 - Amendment by board of directors and shareholders.

607.1004 - Voting on amendments by voting groups.

607.1005 - Amendment before issuance of shares.

607.1006 - Articles of amendment.

607.1007 - Restated articles of incorporation.

607.1008 - Amendment pursuant to reorganization.

607.1009 - Effect of amendment.

607.1020 - Amendment of bylaws by board of directors or shareholders.

607.1021 - Bylaw increasing quorum or voting requirements for shareholders.

607.1022 - Bylaw increasing quorum or voting requirements for directors.

607.1023 - Bylaw provisions relating to the election of directors.

607.1101 - Merger.

607.1102 - Share exchange.

607.1103 - Action on a plan of merger or share exchange.

607.11035 - Shareholder approval of a merger or share exchange in connection with a tender offer.

607.1104 - Merger between parent and subsidiary or between subsidiaries.

607.11045 - Holding company formation by merger by certain corporations.

607.1105 - Articles of merger or share exchange.

607.1106 - Effect of merger or share exchange.

607.1107 - Abandonment of a merger or share exchange.

607.11920 - Domestication.

607.11921 - Action on a plan of domestication.

607.11922 - Articles of domestication; effectiveness.

607.11923 - Amendment of a plan of domestication; abandonment.

607.11924 - Effect of domestication.

607.11930 - Conversion.

607.11931 - Plan of conversion.

607.11932 - Action on a plan of conversion.

607.11933 - Articles of conversion; effectiveness.

607.11934 - Amendment to a plan of conversion; abandonment.

607.11935 - Effect of conversion.

607.1201 - Disposition of assets not requiring shareholder approval.

607.1202 - Shareholder approval of certain dispositions.

607.1301 - Appraisal rights; definitions.

607.1302 - Right of shareholders to appraisal.

607.1303 - Assertion of rights by nominees and beneficial owners.

607.1320 - Notice of appraisal rights.

607.1321 - Notice of intent to demand payment.

607.1322 - Appraisal notice and form.

607.1323 - Perfection of rights; right to withdraw.

607.1324 - Shareholder’s acceptance of corporation’s offer.

607.1326 - Procedure if shareholder is dissatisfied with offer.

607.1330 - Court action.

607.1331 - Court costs and counsel fees.

607.1332 - Disposition of acquired shares.

607.1333 - Limitation on corporate payment.

607.1340 - Other remedies limited.

607.1401 - Dissolution by incorporators or directors.

607.1402 - Dissolution by board of directors and shareholders; dissolution by written consent of shareholders.

607.1403 - Articles of dissolution.

607.1404 - Revocation of dissolution.

607.1405 - Effect of dissolution.

607.1406 - Known claims against dissolved corporation.

607.1407 - Other claims against dissolved corporation.

607.1408 - Claims against dissolved corporations; enforcement.

607.1409 - Court proceedings.

607.1410 - Director duties.

607.1420 - Administrative dissolution.

607.1422 - Reinstatement following administrative dissolution.

607.1423 - Judicial review of denial of reinstatement.

607.1430 - Grounds for judicial dissolution.

607.1431 - Procedure for judicial dissolution.

607.1432 - Receivership or custodianship.

607.1433 - Judgment of dissolution.

607.1434 - Alternative remedies to judicial dissolution.

607.1435 - Provisional director.

607.1436 - Election to purchase instead of dissolution.

607.14401 - Deposit with Department of Financial Services.

607.1501 - Authority of foreign corporation to transact business required; activities not constituting transacting business.

607.15015 - Governing law.

607.1502 - Effect of failure to have a certificate of authority.

607.1503 - Application for certificate of authority.

607.1504 - Amended certificate of authority.

607.1505 - Effect of a certificate of authority.

607.1506 - Corporate name of foreign corporation.

607.1507 - Registered office and registered agent of foreign corporation.

607.1508 - Change of registered office and registered agent of foreign corporation.

607.1509 - Resignation of registered agent of foreign corporation.

607.15091 - Change of name or address by registered agent.

607.15092 - Delivery of notice or other communication.

607.15101 - Service of process, notice, or demand on a foreign corporation.

607.1520 - Withdrawal and cancellation of certificate of authority for foreign corporation.

607.1521 - Withdrawal deemed on conversion to domestic filing entity.

607.1522 - Withdrawal on dissolution, merger, or conversion to certain nonfiling entities.

607.1523 - Action by Department of Legal Affairs.

607.1530 - Revocation of certificate of authority to transact business.

607.15315 - Reinstatement following revocation of certificate of authority.

607.1532 - Judicial review of denial of reinstatement.

607.1601 - Corporate records.

607.1602 - Inspection of records by shareholders.

607.1603 - Scope of inspection right.

607.1604 - Court-ordered inspection.

607.1605 - Inspection rights of directors.

607.1620 - Financial statements for shareholders.

607.1622 - Annual report for department.

607.1701 - Application to existing domestic corporation.

607.1702 - Application to qualified foreign corporations.

607.1703 - Interrogatories by department; other powers of department.

607.1711 - Application to foreign and interstate commerce.

607.1805 - Procedures for conversion to professional service corporation.

607.1904 - Estoppel.

607.1907 - Saving provision.

607.1908 - Severability clause.

607.193 - Supplemental corporate fee.