Florida Statutes
Chapter 617 - Corporations Not for Profit
617.0125 - Filing Duties of Department of State.


(1) If a document delivered to the department for filing satisfies the requirements of s. 617.01201, the department shall file it.
(2) The department files a document by stamping or otherwise endorsing “filed,” together with the Secretary of State’s official title and the date and time of receipt. After filing a document, the department shall send a notice of the filing to the electronic mail address on file for the domestic or foreign corporation or its representative or send a copy of the document to the mailing address of such corporation or its representative. If the record changes the electronic mail address of the domestic or foreign corporation, the department must send such notice to the new electronic mail address and to the most recent prior electronic mail address. If the record changes the mailing address of the domestic or foreign corporation, the department must send such notice to the new mailing address and to the most recent prior mailing address.
(3) If the department refuses to file a document, it shall return it to the domestic or foreign corporation or its representative within 15 days after the document was received for filing, together with a brief, written explanation of the reason for refusal.
(4) The department’s duty to file documents under this section is ministerial. The filing or refusing to file a document does not:
(a) Affect the validity or invalidity of the document in whole or part;
(b) Relate to the correctness or incorrectness of information contained in the document; or
(c) Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect.

(5) If not otherwise provided by law and the provisions of this act, the department shall determine, by rule, the appropriate format for, number of copies of, manner of execution of, method of electronic transmission of, and amount of and method of payment of fees for, any document placed under its jurisdiction.
History.—s. 8, ch. 90-179; s. 6, ch. 2018-58.

Structure Florida Statutes

Florida Statutes

Title XXXVI - Business Organizations

Chapter 617 - Corporations Not for Profit

617.01011 - Short Title.

617.0102 - Reservation of Power to Amend or Repeal.

617.01201 - Filing Requirements.

617.0121 - Forms.

617.0122 - Fees for Filing Documents and Issuing Certificates.

617.0123 - Effective Date of Document.

617.0124 - Correcting Filed Document.

617.0125 - Filing Duties of Department of State.

617.0126 - Appeal From Department of State’s Refusal to File Document.

617.0127 - Evidentiary Effect of Copy of Filed Document.

617.0128 - Certificate of Status.

617.01301 - Powers of Department of State.

617.01401 - Definitions.

617.0141 - Notice.

617.02011 - Incorporators.

617.0202 - Articles of Incorporation; Content.

617.0203 - Incorporation.

617.0204 - Liability for Preincorporation Transactions.

617.0205 - Organizational Meeting of Directors.

617.0206 - Bylaws.

617.0207 - Emergency Bylaws.

617.0301 - Purposes and Application.

617.0302 - Corporate Powers.

617.0303 - Emergency Powers.

617.0304 - Ultra Vires.

617.0401 - Corporate Name.

617.0403 - Registered Name; Application; Renewal; Revocation.

617.0501 - Registered Office and Registered Agent.

617.05015 - Reserved Name.

617.0502 - Change of Registered Office or Registered Agent; Resignation of Registered Agent.

617.0503 - Registered Agent; Duties; Confidentiality of Investigation Records.

617.0504 - Service of Process, Notice, or Demand on a Corporation.

617.0505 - Distributions; Exceptions.

617.0601 - Members, Generally.

617.0604 - Liability of Members.

617.0605 - Transfer of Membership Interests.

617.0606 - Resignation of Members.

617.0607 - Termination, Expulsion, and Suspension.

617.0608 - Purchase of Memberships.

617.0701 - Meetings of Members, Generally; Failure to Hold Annual Meeting; Special Meeting; Consent to Corporate Actions Without Meetings; Waiver of Notice of Meetings.

617.0721 - Voting by Members.

617.0725 - Quorum.

617.07401 - Members’ Derivative Actions.

617.0801 - Duties of Board of Directors.

617.0802 - Qualifications of Directors.

617.0803 - Number of Directors.

617.0806 - Staggered Terms for Directors.

617.0807 - Resignation of Directors.

617.0808 - Removal of Directors.

617.0809 - Board Vacancy.

617.08101 - Compensation of Directors.

617.0820 - Meetings.

617.0821 - Action by Directors Without a Meeting.

617.0822 - Notice of Meetings.

617.0823 - Waiver of Notice.

617.0824 - Quorum and Voting.

617.0825 - Board Committees and Advisory Committees.

617.0830 - General Standards for Directors.

617.0831 - Indemnification and Liability of Officers, Directors, Employees, and Agents.

617.0832 - Director Conflicts of Interest.

617.0833 - Loans to Directors or Officers.

617.0834 - Officers and Directors of Certain Corporations and Associations Not for Profit; Immunity From Civil Liability.

617.0835 - Prohibited Activities by Private Foundations.

617.0840 - Required Officers.

617.0841 - Duties of Officers.

617.0842 - Resignation and Removal of Officers.

617.0843 - Contract Rights of Officers.

617.0901 - Reincorporation.

617.1001 - Authority to Amend the Articles of Incorporation.

617.1002 - Procedure for Amending Articles of Incorporation.

617.1006 - Contents of Articles of Amendment.

617.1007 - Restated Articles of Incorporation.

617.1008 - Amendment Pursuant to Reorganization.

617.1009 - Effect of Amendment.

617.1101 - Plan of Merger.

617.1102 - Limitation on Merger.

617.1103 - Approval of Plan of Merger; Abandonment of Plan Thereafter.

617.1105 - Articles of Merger.

617.1106 - Effect of Merger.

617.1107 - Merger of Domestic and Foreign Corporations.

617.1108 - Merger of Domestic Corporation and Other Eligible Entities.

617.1201 - Secured Transactions and Other Dispositions of Corporate Property and Assets Not Requiring Member Approval.

617.1202 - Sale, Lease, Exchange, or Other Disposition of Corporate Property and Assets Requiring Member Approval.

617.1301 - Prohibited Distributions.

617.1302 - Authorized Distributions.

617.1401 - Voluntary Dissolution of Corporation Prior to Conducting Its Affairs.

617.1402 - Dissolution of Corporation.

617.1403 - Articles of Dissolution.

617.1404 - Revocation of Dissolution.

617.1405 - Effect of Dissolution.

617.1406 - Plan of Distribution of Assets.

617.1407 - Unknown Claims Against Dissolved Corporation.

617.1408 - Known Claims Against Dissolved Corporation.

617.1420 - Grounds for Administrative Dissolution.

617.1421 - Procedure for and Effect of Administrative Dissolution.

617.1422 - Reinstatement Following Administrative Dissolution.

617.1423 - Appeal From Denial of Reinstatement.

617.1430 - Grounds for Judicial Dissolution.

617.1431 - Procedure for Judicial Dissolution.

617.1432 - Receivership or Custodianship.

617.1433 - Judgment of Dissolution.

617.1440 - Deposit With Department of Financial Services.

617.1501 - Authority of Foreign Corporation to Conduct Affairs Required.

617.1502 - Consequences of Conducting Affairs Without Authority.

617.1503 - Application for Certificate of Authority.

617.1504 - Amended Certificate of Authority.

617.1505 - Effect of Certificate of Authority.

617.1506 - Corporate Name of Foreign Corporation.

617.1507 - Registered Office and Registered Agent of Foreign Corporation.

617.1508 - Change of Registered Office and Registered Agent of Foreign Corporation.

617.1509 - Resignation of Registered Agent of Foreign Corporation.

617.1510 - Service of Process, Notice, or Demand on a Foreign Corporation.

617.1520 - Withdrawal of Foreign Corporation.

617.1530 - Grounds for Revocation of Authority to Conduct Affairs.

617.1531 - Procedure for and Effect of Revocation.

617.1532 - Appeal From Revocation.

617.1533 - Reinstatement Following Revocation.

617.1601 - Corporate Records.

617.1602 - Inspection of Records by Members.

617.1603 - Scope of Inspection Right.

617.1604 - Court-Ordered Inspection.

617.1605 - Financial Reports for Members.

617.1606 - Access to Records.

617.1622 - Annual Report for Department of State.

617.1623 - Corporate Information Available to the Public; Application to Corporations Incorporated by Circuit Courts and by Special Act of the Legislature.

617.1701 - Application to Existing Domestic Corporation.

617.1702 - Application to Qualified Foreign Corporations.

617.1703 - Application of Chapter.

617.1711 - Application to Foreign and Interstate Commerce.

617.1803 - Domestication of Foreign Not-for-Profit Corporations.

617.1805 - Corporations for Profit; When May Become Corporations Not for Profit.

617.1806 - Conversion to Corporation Not for Profit; Petition and Contents.

617.1807 - Conversion to Corporation Not for Profit; Authority of Circuit Judge.

617.1808 - Application of Act to Corporation Converted to Corporation Not for Profit.

617.1809 - Limited Agricultural Association; Conversion to a Domestic Corporation Not for Profit.

617.1904 - Estoppel.

617.1907 - Effect of Repeal or Amendment of Prior Acts.

617.1908 - Applicability of Florida Business Corporation Act.

617.2001 - Corporations Which May Be Incorporated Hereunder; Incorporation of Certain Medical Services Corporations.

617.2002 - Corporation Not for Profit Organized Pursuant to S. 2, Ch. 87-296; Requirements.

617.2003 - Proceedings to Revoke Articles of Incorporation or Charter or Prevent Its Use.

617.2004 - Extinct Churches and Religious Societies; Property.

617.2005 - Extinct Churches and Religious Societies; Dissolution.

617.2006 - Incorporation of Labor Unions or Bodies.

617.2007 - Sponge Packing and Marketing Corporations.

617.2101 - Corporation Authorized to Act as Trustee.

617.2102 - Fines and Penalties Against Members.

617.2104 - Florida Uniform Prudent Management of Institutional Funds Act.

617.2105 - Corporation Issued a Deed to Real Property.

617.221 - Membership Associations.