Florida Statutes
Part I - General Provisions (Ss. 607.0101-607.193)
607.0852 - Mandatory indemnification.


History.—s. 109, ch. 2019-90.

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.