(1) Except as provided in subsection (2), the validity of corporate action, including, but not limited to, any conveyance, transfer, or encumbrance of real or personal property to or by a corporation, may not be challenged on the ground that the corporation lacks or lacked power to act.
(2) A corporation’s power to act may be challenged:
(a) In a proceeding by a shareholder against the corporation to enjoin the act;
(b) In a proceeding by the corporation, directly, derivatively, or through a receiver, trustee, or other legal representative, or through shareholders in a representative suit, against an incumbent or former director, officer, employee, or agent of the corporation; or
(c) In a proceeding by the Department of Legal Affairs pursuant to s. 607.1403 or to enjoin the corporation from the transaction of unauthorized business.
(3) In a shareholder’s proceeding under paragraph (2)(a) to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss (other than anticipated profits) suffered by the corporation or another party because of enjoining the unauthorized act.
History.—s. 26, ch. 89-154; s. 27, ch. 2019-90.
Structure 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.
607.0122 - 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.
607.0128 - Certificate of status.
607.0130 - Powers of department.
607.0143 - Qualified director.
607.0202 - Articles of incorporation; content.
607.0204 - Liability for preincorporation transactions.
607.0205 - Organizational meeting of directors.
607.0301 - Purposes and application.
607.0304 - Lack of power to act.
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.
607.0602 - Terms of class or series determined by board of directors.
607.0603 - Issued and outstanding shares.
607.0620 - Subscriptions for shares.
607.0621 - Issuance of shares.
607.0622 - Liability for shares issued before payment.
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.
607.0630 - Shareholders’ preemptive rights.
607.0631 - Corporation’s acquisition of its own shares.
607.06401 - Distributions to shareholders.
607.0703 - Court-ordered meeting.
607.0704 - Action by shareholders without a meeting.
607.0709 - Remote participation in annual and special meetings of shareholders.
607.0720 - Shareholders’ list for meeting.
607.0721 - Voting entitlement of shares.
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.
607.0732 - Shareholder agreements.
607.0742 - Complaint; demand and excuse.
607.0743 - Stay of proceedings.
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.
607.0805 - 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.
607.08101 - Compensation of directors.
607.0821 - Action by directors without a meeting.
607.0822 - Notice of meetings.
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.
607.0851 - 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.
607.0858 - 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.
607.1103 - 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.
607.11921 - 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.
607.11931 - 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.
607.1331 - 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.
607.1403 - 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.
607.1420 - 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.
607.1502 - 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.
607.1602 - 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.