Florida Statutes
Title XXXVI - Business Organizations
Chapter 617 - Corporations Not for Profit

617.0502 - Change of Registered Office or Registered Agent; Resignation of Registered Agent. - (1) A corporation may change its registered office or its...

617.0503 - Registered Agent; Duties; Confidentiality of Investigation Records. - (1)(a) Each corporation, foreign corporation, or alien business organization that...

617.0504 - Service of Process, Notice, or Demand on a Corporation. - 1(1) Process against any corporation may be served in accordance...

617.0505 - Distributions; Exceptions. - (1) A mutual benefit corporation, such as a private club...

617.0601 - Members, Generally. - (1)(a) A corporation may have one or more classes of...

617.0604 - Liability of Members. - (1) A member of a corporation is not, as such,...

617.0605 - Transfer of Membership Interests. - (1) A member of a corporation may not transfer a...

617.0606 - Resignation of Members. - (1) Except as may be provided in the articles of...

617.0607 - Termination, Expulsion, and Suspension. - (1) A member of a corporation may not be expelled...

617.0608 - Purchase of Memberships. - (1) A corporation may not purchase any of its 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. - (1) The frequency of all meetings of members, the time...

617.0721 - Voting by Members. - (1) Members are not entitled to vote except as conferred...

617.0725 - Quorum. - History.—s. 37, ch. 90-179; s. 23, ch. 2009-205; s. 10,...

617.07401 - Members’ Derivative Actions. - (1) A person may not commence a proceeding in the...

617.0801 - Duties of Board of Directors. - History.—s. 38, ch. 90-179; s. 25, ch. 2009-205.

617.0802 - Qualifications of Directors. - (1) Directors must be natural persons who are 18 years...

617.0803 - Number of Directors. - (1) A board of directors must consist of three or...

617.0806 - Staggered Terms for Directors. - History.—s. 41, ch. 90-179; s. 83, ch. 97-102; s. 27,...

617.0807 - Resignation of Directors. - (1) A director may resign at any time by delivering...

617.0808 - Removal of Directors. - (1) Subject to subsection (2), a director may be removed...

617.0809 - Board Vacancy. - (1) Except as provided in s. 617.0808(1)(f), any vacancy occurring...

617.08101 - Compensation of Directors. - History.—s. 45, ch. 90-179.

617.0820 - Meetings. - (1) The board of directors may hold regular or special...

617.0821 - Action by Directors Without a Meeting. - (1) Unless the articles of incorporation or the bylaws provide...

617.0822 - Notice of Meetings. - (1) Unless the articles of incorporation or the bylaws provide...

617.0823 - Waiver of Notice. - History.—s. 49, ch. 90-179.

617.0824 - Quorum and Voting. - (1) Unless the articles of incorporation or the bylaws require...

617.0825 - Board Committees and Advisory Committees. - (1) Unless the articles of incorporation or the bylaws otherwise...

617.0830 - General Standards for Directors. - (1) A director shall discharge his or her duties as...

617.0831 - Indemnification and Liability of Officers, Directors, Employees, and Agents. - History.—s. 53, ch. 90-179; s. 1, ch. 94-165; s. 51,...

617.0832 - Director Conflicts of Interest. - (1) No contract or other transaction between a corporation and...

617.0833 - Loans to Directors or Officers. - History.—s. 56, ch. 90-179; s. 57, ch. 93-281; s. 32,...

617.0834 - Officers and Directors of Certain Corporations and Associations Not for Profit; Immunity From Civil Liability. - (1) An officer or director of a nonprofit organization recognized...

617.0835 - Prohibited Activities by Private Foundations. - (1) As used in this section, section references, unless otherwise...

617.0840 - Required Officers. - (1) A corporation shall have the officers described in its...

617.0841 - Duties of Officers. - History.—s. 59, ch. 90-179.

617.0842 - Resignation and Removal of Officers. - (1) An officer may resign at any time by delivering...

617.0843 - Contract Rights of Officers. - (1) The appointment of an officer does not itself create...

617.0901 - Reincorporation. - (1) Any corporation which has a charter approved by a...

617.1001 - Authority to Amend the Articles of Incorporation. - (1) A corporation may amend its articles of incorporation at...

617.1002 - Procedure for Amending Articles of Incorporation. - (1) Unless the articles of incorporation provide an alternative procedure,...

617.1006 - Contents of Articles of Amendment. - (1) The name of the corporation; (2) The text of...

617.1007 - Restated Articles of Incorporation. - (1) A corporation’s board of directors may restate its articles...

617.1008 - Amendment Pursuant to Reorganization. - (1) A corporation’s articles of incorporation may be amended without...

617.1009 - Effect of Amendment. - History.—s. 68, ch. 90-179.

617.1101 - Plan of Merger. - (1) Any two or more domestic corporations may merge into...

617.1102 - Limitation on Merger. - History.—s. 36, ch. 2009-205; s. 275, ch. 2019-90.

617.1103 - Approval of Plan of Merger; Abandonment of Plan Thereafter. - (1) A plan of merger must be adopted in the...

617.1105 - Articles of Merger. - (1) The plan of merger; (2) If the members of...

617.1106 - Effect of Merger. - (1) Every other corporation party to the merger merges into...

617.1107 - Merger of Domestic and Foreign Corporations. - (1) One or more foreign corporations and one or more...

617.1108 - Merger of Domestic Corporation and Other Eligible Entities. - (1) Subject to s. 617.0302(16) and other applicable provisions of...

617.1201 - Secured Transactions and Other Dispositions of Corporate Property and Assets Not Requiring Member Approval. - (1) Unless the articles of incorporation or the bylaws otherwise...

617.1202 - Sale, Lease, Exchange, or Other Disposition of Corporate Property and Assets Requiring Member Approval. - (1) If the corporation has members entitled to vote on...

617.1301 - Prohibited Distributions. - History.—s. 37, ch. 2009-205.

617.1302 - Authorized Distributions. - (1) A mutual benefit corporation may purchase its memberships pursuant...

617.1401 - Voluntary Dissolution of Corporation Prior to Conducting Its Affairs. - (1) At any time after the filing of the articles...

617.1402 - Dissolution of Corporation. - (1) If the corporation has members entitled to vote on...

617.1403 - Articles of Dissolution. - (1) At any time after dissolution is authorized, the corporation...

617.1404 - Revocation of Dissolution. - (1) A corporation may revoke its dissolution at any time...

617.1405 - Effect of Dissolution. - (1) A dissolved corporation continues its corporate existence but may...

617.1406 - Plan of Distribution of Assets. - (1) If the corporation has members entitled to vote on...

617.1407 - Unknown Claims Against Dissolved Corporation. - (1) A dissolved corporation or successor entity may execute one...

617.1408 - Known Claims Against Dissolved Corporation. - (1) A dissolved corporation or successor entity may dispose of...

617.1420 - Grounds for Administrative Dissolution. - (1) The Department of State may commence a proceeding under...

617.1421 - Procedure for and Effect of Administrative Dissolution. - (1) If the Department of State determines that one or...

617.1422 - Reinstatement Following Administrative Dissolution. - (1) A corporation administratively dissolved under s. 617.1421 may apply...

617.1423 - Appeal From Denial of Reinstatement. - (1) If the Department of State denies a corporation’s application...

617.1430 - Grounds for Judicial Dissolution. - (1)(a) In a proceeding by the Department of Legal Affairs...

617.1431 - Procedure for Judicial Dissolution. - (1) Venue for a proceeding brought under s. 617.1430 lies...

617.1432 - Receivership or Custodianship. - (1) A court in a judicial proceeding brought to dissolve...

617.1433 - Judgment of Dissolution. - (1) If after a hearing the court determines that one...

617.1440 - Deposit With Department of Financial Services. - History.—s. 90, ch. 90-179; s. 95, ch. 97-102; s. 749,...

617.1501 - Authority of Foreign Corporation to Conduct Affairs Required. - (1) A foreign corporation may not conduct its affairs in...

617.1502 - Consequences of Conducting Affairs Without Authority. - (1) A foreign corporation conducting its affairs in this state...

617.1503 - Application for Certificate of Authority. - (1) A foreign corporation may apply for a certificate of...

617.1504 - Amended Certificate of Authority. - (1) A foreign corporation authorized to conduct its affairs in...

617.1505 - Effect of Certificate of Authority. - (1) A certificate of authority authorizes the foreign corporation to...

617.1506 - Corporate Name of Foreign Corporation. - (1) A foreign corporation may not file an application for...

617.1507 - Registered Office and Registered Agent of Foreign Corporation. - (1) Each foreign corporation authorized to conduct its affairs in...

617.1508 - Change of Registered Office and Registered Agent of Foreign Corporation. - (1) A foreign corporation authorized to conduct its affairs in...

617.1509 - Resignation of Registered Agent of Foreign Corporation. - (1) The registered agent of a foreign corporation may resign...

617.1510 - Service of Process, Notice, or Demand on a Foreign Corporation. - (1) The registered agent of a foreign corporation authorized to...

617.1520 - Withdrawal of Foreign Corporation. - (1) A foreign corporation authorized to conduct its affairs in...

617.1530 - Grounds for Revocation of Authority to Conduct Affairs. - (1) The foreign corporation has failed to file its annual...

617.1531 - Procedure for and Effect of Revocation. - (1) If the Department of State determines that one or...

617.1532 - Appeal From Revocation. - (1) If the Department of State revokes the authority of...

617.1533 - Reinstatement Following Revocation. - (1)(a) A foreign corporation whose certificate of authority has been...

617.1601 - Corporate Records. - (1) A corporation shall keep as records minutes of all...

617.1602 - Inspection of Records by Members. - (1) A member of a corporation is entitled to inspect...

617.1603 - Scope of Inspection Right. - (1) A member’s agent or attorney has the same inspection...

617.1604 - Court-Ordered Inspection. - (1) If a corporation does not, within a reasonable time,...

617.1605 - Financial Reports for Members. - History.—s. 73, ch. 93-281; s. 51, ch. 2009-205.

617.1606 - Access to Records. - History.—s. 4, ch. 2010-174.

617.1622 - Annual Report for Department of State. - (1) Each domestic and each foreign corporation authorized to conduct...

617.1623 - Corporate Information Available to the Public; Application to Corporations Incorporated by Circuit Courts and by Special Act of the Legislature. - (1)(a) Each corporation incorporated in this state shall maintain a...

617.1701 - Application to Existing Domestic Corporation. - History.—s. 108, ch. 90-179.

617.1702 - Application to Qualified Foreign Corporations. - History.—s. 110, ch. 90-179.

617.1703 - Application of Chapter. - (1)(a) This chapter is applicable to a corporation that is...

617.1711 - Application to Foreign and Interstate Commerce. - History.—s. 111, ch. 90-179.

617.1803 - Domestication of Foreign Not-for-Profit Corporations. - (1) As used in this section, the term “not-for-profit corporation”...

617.1805 - Corporations for Profit; When May Become Corporations Not for Profit. - History.—s. 123, ch. 90-179; s. 7, ch. 95-211.

617.1806 - Conversion to Corporation Not for Profit; Petition and Contents. - History.—s. 124, ch. 90-179; s. 54, ch. 2009-205.

617.1807 - Conversion to Corporation Not for Profit; Authority of Circuit Judge. - History.—s. 125, ch. 90-179; s. 103, ch. 97-102.

617.1808 - Application of Act to Corporation Converted to Corporation Not for Profit. - History.—s. 126, ch. 90-179; s. 8, ch. 95-211.

617.1809 - Limited Agricultural Association; Conversion to a Domestic Corporation Not for Profit. - (1) As used in this section, the term “limited agricultural...

617.1904 - Estoppel. - History.—s. 113, ch. 90-179; s. 104, ch. 97-102.

617.1907 - Effect of Repeal or Amendment of Prior Acts. - (1) Except as provided in subsection (2), the repeal or...

617.1908 - Applicability of Florida Business Corporation Act. - History.—s. 115, ch. 90-179; s. 76, ch. 93-281; s. 2,...

617.2001 - Corporations Which May Be Incorporated Hereunder; Incorporation of Certain Medical Services Corporations. - (1) Corporations may be organized and incorporated under this act...

617.2002 - Corporation Not for Profit Organized Pursuant to S. 2, Ch. 87-296; Requirements. - (1) At least 25 percent of its physicians must have...

617.2003 - Proceedings to Revoke Articles of Incorporation or Charter or Prevent Its Use. - History.—s. 118, ch. 90-179; s. 105, ch. 97-102.

617.2004 - Extinct Churches and Religious Societies; Property. - History.—s. 119, ch. 90-179.

617.2005 - Extinct Churches and Religious Societies; Dissolution. - History.—s. 120, ch. 90-179.

617.2006 - Incorporation of Labor Unions or Bodies. - (1) In addition to the requirements of ss. 617.02011 and...

617.2007 - Sponge Packing and Marketing Corporations. - History.—s. 122, ch. 90-179.

617.2101 - Corporation Authorized to Act as Trustee. - History.—s. 127, ch. 90-179.

617.2102 - Fines and Penalties Against Members. - History.—s. 77, ch. 93-281.

617.2104 - Florida Uniform Prudent Management of Institutional Funds Act. - (1) SHORT TITLE.—This section may be cited as the “Florida...

617.2105 - Corporation Issued a Deed to Real Property. - History.—s. 2, ch. 2011-170.

617.221 - Membership Associations. - (1) As used in this section, the term “membership association”...

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Florida Statutes Title XXXVI - Business Organizations Chapter 617 - Corporations Not for Profit

Florida Statutes
Title XXXVI - Business Organizations
Chapter 617 - Corporations Not for Profit