Florida Statutes Chapter 607 — FLORIDA BUSINESS CORPORATION ACT

From the Legislature's 2026 edition, which includes changes effective through January 1, 2027. Later effective dates are retained in each section's source notes.

Title XXXVI

• § 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.
• § 607.0145 — Definitions.
• § 607.0146 — Defective corporate actions.
• § 607.0147 — Ratification of defective corporate actions.
• § 607.0148 — Action on ratification.
• § 607.0149 — Notice requirements.
• § 607.0150 — Effects of ratification.
• § 607.0151 — Filings.
• § 607.0152 — Judicial proceedings regarding validity of corporate actions.
• § 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 — Serving process, giving notice, or making a 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 — Serving process, giving notice, or making a 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.
• § 607.501 — Application and effect of part.
• § 607.502 — Definitions.
• § 607.503 — Incorporation.
• § 607.504 — Election of social purpose corporation status.
• § 607.505 — Termination of social purpose corporation status.
• § 607.506 — Corporate purpose.
• § 607.507 — Standard of conduct for directors.
• § 607.508 — Benefit director.
• § 607.509 — Standard of conduct for officers.
• § 607.510 — Benefit officer.
• § 607.511 — Right of action.
• § 607.512 — Preparation of annual benefit report.
• § 607.513 — Availability of annual benefit report.
• § 607.601 — Application and effect of part.
• § 607.602 — Definitions.
• § 607.603 — Incorporation.
• § 607.604 — Election of benefit corporation status.
• § 607.605 — Termination of benefit corporation status.
• § 607.606 — Corporate purpose.
• § 607.607 — Standard of conduct for directors.
• § 607.608 — Benefit director.
• § 607.609 — Standard of conduct for officers.
• § 607.610 — Benefit officer.
• § 607.611 — Right of action.
• § 607.612 — Preparation of annual benefit report.
• § 607.613 — Availability of annual benefit report.