Bill Text: FL S1198 | 2024 | Regular Session | Comm Sub
NOTE: There are more recent revisions of this legislation. Read Latest Draft
Bill Title: Corporate Actions
Spectrum: Slight Partisan Bill (? 2-1)
Status: (Passed) 2024-06-26 - Chapter No. 2024-265 [S1198 Detail]
Download: Florida-2024-S1198-Comm_Sub.html
Bill Title: Corporate Actions
Spectrum: Slight Partisan Bill (? 2-1)
Status: (Passed) 2024-06-26 - Chapter No. 2024-265 [S1198 Detail]
Download: Florida-2024-S1198-Comm_Sub.html
Florida Senate - 2024 CS for SB 1198 By the Committee on Commerce and Tourism; and Senator Martin 577-02406-24 20241198c1 1 A bill to be entitled 2 An act relating to corporate actions; creating s. 3 607.0145, F.S.; defining terms; creating s. 607.0146, 4 F.S.; providing that a defective corporate action is 5 not void or voidable in certain circumstances; 6 providing that ratification or validation under 7 certain circumstances may not be deemed the exclusive 8 means of either ratifying or validating defective 9 corporate actions, and that the absence or failure to 10 ratify defective corporate actions does not affect the 11 validity or effectiveness of certain corporate actions 12 properly ratified; providing for the validity of 13 putative shares in the event of an overissue; creating 14 s. 607.0147, F.S.; requiring the board of directors to 15 take certain action to ratify a defective corporate 16 action; authorizing those exercising the powers of the 17 directors to take certain action when certain 18 defective actions are related to the ratification of 19 the initial board of directors; requiring members of 20 the board of directors to seek approval of the 21 shareholders under certain conditions; authorizing the 22 board of directors to abandon ratification at any time 23 before the validation effective time after action by 24 the board and, if required, approval of the 25 shareholders; creating s. 607.0148, F.S.; providing 26 quorum and voting requirements for the ratification of 27 certain defective corporate actions; requiring the 28 board to send notice to all identifiable shareholders 29 of a certain meeting date; requiring that the notice 30 state that a purpose of the meeting is to consider 31 ratification of a defective corporate action; 32 requiring the notice sent to be accompanied with 33 certain information; specifying the quorum and voting 34 requirements applicable to ratification of the 35 election of directors; requiring votes cast within the 36 voting group favoring ratification of the election of 37 a director to exceed the votes cast within the voting 38 group opposing such ratification; prohibiting holders 39 of putative shares from voting on ratification of any 40 defective corporate action and providing that they may 41 not be counted for quorum purposes or in certain 42 written consent; requiring approval of certain 43 amendments to the corporation’s articles of 44 incorporation under certain circumstances; creating s. 45 607.0149, F.S.; requiring that notice be given to 46 shareholders of certain corporate action taken by the 47 board of directors; providing that notice is not 48 required for holders of certain shares whose 49 identities or addresses for notice cannot be 50 determined; providing requirements for such notice; 51 providing requirements for such notice for 52 corporations subject to certain federal reporting 53 requirements; creating s. 607.0150, F.S.; specifying 54 the effects of ratification; creating s. 607.0151, 55 F.S.; requiring corporations to file articles of 56 validation under certain circumstances; providing 57 applicability; providing requirements for articles of 58 validation; creating s. 607.0152, F.S.; authorizing 59 certain persons and entities to file certain motions; 60 providing for service of process; requiring that 61 certain actions be filed within a specified timeframe; 62 authorizing the court to consider certain factors in 63 resolving certain issues; authorizing the courts to 64 take certain actions in cases involving defective 65 corporate actions; amending ss. 605.0115, 607.0503, 66 and 617.0502, F.S.; providing that a registered agent 67 may resign from certain limited liability companies or 68 foreign limited liability companies, certain inactive 69 or dissolved corporations, and certain active or 70 inactive corporations, respectively, by delivering a 71 specified statement of resignation to the Department 72 of State; providing requirements for the statement; 73 providing that a registered agent who is resigning 74 from one or more such corporations, companies, or 75 partnerships may elect to file a statement of 76 resignation for each such company, corporation, or 77 partnership or a composite statement; providing 78 requirements for composite statements; requiring that 79 a copy of each of the statements of resignation or the 80 composite statement be mailed to the address on file 81 with the department for the company, corporation, or 82 partnership or companies, corporations, or 83 partnerships, as applicable; amending ss. 605.0213 and 84 607.0122, F.S.; conforming provisions to changes made 85 by the act; providing registered agents may pay one 86 resignation fee regardless of whether resigning from 87 one or multiple inactive or dissolved companies or 88 corporations; reenacting ss. 605.0207 and 89 605.0113(3)(b), F.S., relating to effective dates and 90 times and to registered agents, respectively, to 91 incorporate the amendments made to s. 605.0115, F.S., 92 in references thereto; reenacting s. 658.23(1), F.S., 93 relating to submission of articles of incorporation, 94 to incorporate the amendment made to s. 607.0122, 95 F.S., in a reference thereto; reenacting s. 96 607.0501(4), F.S., relating to registered offices and 97 registered agents, to incorporate the amendment made 98 to s. 607.0503, F.S., in a reference thereto; 99 reenacting s. 607.193(2)(b), F.S., relating to 100 supplemental corporate fees, to incorporate the 101 amendments made to ss. 605.0213 and 607.0122, F.S., in 102 references thereto; reenacting ss. 39.8298(1)(a), 103 252.71(2)(a), 288.012(6)(a), 617.1807, and 104 617.2006(4), F.S., relating to the Guardian Ad Litem 105 direct-support organization, the Florida Emergency 106 Management Assistance Foundation, State of Florida 107 international offices, conversion to corporation not 108 for profit, and incorporation of labor unions or 109 bodies, respectively, to incorporate the amendment 110 made in s. 617.0122, F.S., in references thereto; 111 reenacting s. 617.0501(3) and 617.0503(1)(a), F.S., 112 relating to registered agents, to incorporate the 113 amendment made to s. 617.0502, F.S., in references 114 thereto; providing an effective date. 115 116 Be It Enacted by the Legislature of the State of Florida: 117 118 Section 1. Section 607.0145, Florida Statutes, is created 119 to read: 120 607.0145 Definitions.—As used in ss. 607.0145-607.0152, the 121 term: 122 (1) “Corporate action” means any action taken by or on 123 behalf of a corporation, including any action taken by the 124 incorporator, the board of directors, a committee of the board 125 of directors, an officer or agent of the corporation, or the 126 shareholders. 127 (2) “Date of the defective corporate action” means the 128 date, or, if the exact date is unknown, the approximate date, on 129 which the defective corporate action was purported to have been 130 taken. 131 (3) “Defective corporate action” means: 132 (a) Any corporate action purportedly taken which is, and at 133 the time such corporate action was purportedly taken would have 134 been, within the power of the corporation, but is void or 135 voidable due to a failure of authorization; or 136 (b) An overissue. 137 (4) “Failure of authorization” means the failure to 138 authorize, approve, or otherwise effect a corporate action in 139 compliance with this chapter, the corporation’s articles of 140 incorporation or bylaws, a corporate resolution, or any plan or 141 agreement to which the corporation is a party, if and to the 142 extent such failure would render such corporate action void or 143 voidable. 144 (5) “Overissue” means the purported issuance of: 145 (a) Shares of a class or series in excess of the number of 146 shares of the class or series the corporation has the power to 147 issue under s. 607.0601 at the time of such issuance; or 148 (b) Shares of any class or series that is not then 149 authorized for issuance by the corporation’s articles of 150 incorporation. 151 (6) “Putative shares” means the shares of any class or 152 series, including shares issued upon exercise of rights, 153 options, warrants or other securities convertible into shares of 154 the corporation, or interests with respect to such shares, that 155 were created or issued as a result of a defective corporate 156 action and that: 157 (a) Would constitute valid shares but for any failure of 158 authorization; or 159 (b) Cannot be determined by the board of directors to be 160 valid shares. 161 (7) “Valid shares” means the shares of any class or series 162 that have been duly authorized and validly issued in accordance 163 with this chapter, including as a result of ratification or 164 validation under ss. 607.0145-607.0152. 165 (8)(a) “Validation effective time,” with respect to any 166 defective corporate action ratified under ss. 607.0145-607.0152, 167 means the later of the following: 168 1. The date and time at which the ratification of the 169 defective corporate action is approved by the shareholders, or 170 if approval of shareholders is not required, the date and time 171 at which the notice required by s. 607.0149 becomes effective in 172 accordance with s. 607.0141; 173 2. If no articles of validation are required to be filed in 174 accordance with s. 607.0151, the date and time at which the 175 notice required by s. 607.0149 becomes effective in accordance 176 with s. 607.0141; or 177 3. If articles of validation are required to be filed in 178 accordance with s. 607.0151, the date and time at which the 179 articles of validation filed in accordance with s. 607.0151 180 become effective. 181 (b) The validation effective time will not be affected by 182 the filing or pendency of a judicial proceeding under s. 183 607.0152 or any other law unless otherwise ordered by the court. 184 Section 2. Section 607.0146, Florida Statutes, is created 185 to read: 186 607.0146 Defective corporate actions.— 187 (1) A defective corporate action is not void or voidable 188 if: 189 (a) The defective corporate action was ratified in 190 accordance with the requirements of s. 607.0147, including the 191 filing, if required, of articles of validation pursuant to s. 192 607.0151; or 193 (b) The defective corporate action was validated in 194 accordance with s. 607.0152. 195 (2) Ratification under s. 607.0147 or validation under s. 196 607.0152 shall not be deemed to be the exclusive means of 197 ratifying or validating any defective corporate action, and the 198 absence or failure of ratification in accordance with ss. 199 607.0145-607.0152 will not, in and of itself, affect the 200 validity or effectiveness of any corporate action properly 201 ratified under common law or otherwise, and it does not create a 202 presumption that any such corporate action is or was a defective 203 corporate action or is or was void or voidable. 204 (3) In the case of an overissue, putative shares will be 205 valid shares effective as of the date originally issued or 206 purportedly issued upon: 207 (a) The effectiveness under ss. 607.0145-607.0152 and ss. 208 607.1001-607.1009 of an amendment to the articles of 209 incorporation authorizing, designating, or creating such shares; 210 or 211 (b) The effectiveness of any other corporate action taken 212 under ss. 607.0145-607.0152 ratifying the authorization, 213 designation, or creation of such shares. 214 Section 3. Section 607.0147, Florida Statutes, is created 215 to read: 216 607.0147 Ratification of defective corporate actions.— 217 (1) To ratify a defective corporate action under this 218 section, other than to ratify an election of the initial board 219 of directors under subsection (2), the board of directors must 220 take the action in accordance with s. 607.0148, stating all of 221 the following: 222 (a) The defective corporate action to be ratified and, if 223 the defective corporate action involved the issuance of putative 224 shares, the number and type of putative shares purportedly 225 issued. 226 (b) The date of the defective corporate action. 227 (c) The nature of the failure of authorization with respect 228 to the defective corporate action to be ratified. 229 (d) That the board of directors approves the ratification 230 of the defective corporate action. 231 (2) If a defective corporate action to be ratified relates 232 to the election of the initial board of directors of the 233 corporation under s. 607.0205(1)(b), a majority of the persons 234 who, at the time of the ratification, are exercising the powers 235 of directors must take an action stating all of the following: 236 (a) The name of the person or persons who first took action 237 in the name of the corporation as the initial board of directors 238 of the corporation. 239 (b) The earlier of the date on which either such persons 240 first took such action or were purported to have been elected to 241 the initial board of directors. 242 (c) That the ratification of the election of such person or 243 persons as the initial board of directors is approved. 244 (3) If any provision of this chapter, the corporation’s 245 articles of incorporation or bylaws, any corporate resolution, 246 or any plan or agreement in effect at the time action to which 247 the corporation is a party under subsection (1) is taken 248 requires shareholder approval, or would have required 249 shareholder approval, at the date of the occurrence of the 250 defective corporate action, the ratification of the defective 251 corporate action approved in the action taken by the directors 252 under subsection (1) must be submitted to the shareholders for 253 approval in accordance with s. 607.0148. 254 (4) Unless otherwise provided in the action taken by the 255 board of directors under subsection (1), after the action by the 256 board of directors has been taken and, if required, approved by 257 the shareholders, the board of directors may abandon the 258 ratification at any time before the validation effective time 259 without further action of the shareholders. 260 Section 4. Section 607.0148, Florida Statutes, is created 261 to read: 262 607.0148 Action on ratification.— 263 (1) The quorum and voting requirements applicable to a 264 ratifying action by the board of directors under s. 607.0147(1) 265 are the quorum and voting requirements applicable to the 266 corporate action proposed to be ratified at the time such 267 ratifying action is taken. 268 (2)(a) If the ratification of the defective corporate 269 action requires approval by the shareholders under s. 270 607.0147(3), and if the approval is to be given at a meeting, 271 the corporation must give notice of the meeting to each holder 272 of valid and putative shares, regardless of whether entitled to 273 vote, as of the record date for notice of the meeting and as of 274 the date of the occurrence of the defective corporate action; 275 however, such notice is not required to be given to holders of 276 valid or putative shares whose identities or addresses for 277 notice cannot be determined from the records of the corporation. 278 The notice must state that the purpose, or one of the purposes, 279 of the meeting is to consider ratification of a defective 280 corporate action. 281 (b) If the ratification of the defective corporate action 282 requires approval by the shareholders under s. 607.0147(3), and 283 if the approval is to be ratified by one or more written 284 consents of the shareholders, the corporation must give notice 285 of the action taken by such written consent to each holder of 286 valid and putative shares as of the record date of the action by 287 written consent and as of the date of the occurrence of the 288 defective corporate action, regardless of whether entitled to 289 vote; however, notice is not required to be given to holders of 290 valid or putative shares whose identities or addresses for 291 notice cannot be determined from the records of the corporation. 292 The notice must state that the purpose, or one of the purposes, 293 of the written consent was to ratify the defective corporate 294 action. 295 (c) The notice must be accompanied by both of the 296 following: 297 1. Either: 298 a. A copy of the action taken by the board of directors in 299 accordance with s. 607.0147(1); or 300 b. The information required by s. 607.0147(1)(a)-(d). 301 2. A statement that any claim asserting that the 302 ratification of such defective corporate action, and any 303 putative shares issued as a result of such defective corporate 304 action, should not be effective, or should only be effective on 305 certain conditions, and must be brought, if at all, within 120 306 days after the applicable validation effective time. 307 (3) Except as provided in subsection (4) with respect to 308 the voting requirements to ratify the election of a director, 309 any quorum and voting requirements applicable to the approval by 310 the shareholders required by s. 607.0147(3) will be the quorum 311 and voting requirements that are applicable, at the time of such 312 shareholder approval, to the defective corporate action proposed 313 to be ratified. 314 (4) The approval by shareholders at a meeting to ratify the 315 election of a director requires that the votes cast within the 316 voting group favoring such ratification exceed the votes cast 317 within the voting group opposing such ratification of the 318 election at a meeting at which a quorum is present. Approval by 319 shareholders by written consent to ratify the election of a 320 director requires that the consents given within the voting 321 group favoring such ratification represent a majority of the 322 shares of the voting group. 323 (5) Putative shares on the record date for determining the 324 shareholders entitled to vote on any matter submitted to 325 shareholders under s. 607.0147(3), and without giving effect to 326 any ratification of putative shares that becomes effective as a 327 result of such vote, will neither be entitled to vote nor be 328 counted for quorum purposes in any vote to approve the 329 ratification of any defective corporate action. Putative shares 330 on the record date for an action by written consent, and without 331 giving effect to any ratification of putative shares that 332 becomes effective as a result of such written consent, will not 333 be entitled to be counted in any written consent to approve the 334 ratification of any defective corporate action. 335 (6) If approval under this section of putative shares would 336 result in an overissue, in addition to the approval required by 337 s. 607.0147(3), approval of an amendment to the corporation’s 338 articles of incorporation under ss. 607.1001–607.1009 to 339 increase the number of shares of an authorized class or series 340 or to authorize the creation of a class or series of shares so 341 there is no overissue will also be required. 342 Section 5. Section 607.0149, Florida Statutes, is created 343 to read: 344 607.0149 Notice requirements.— 345 (1) Unless shareholder approval is required under s. 346 607.0147(3), prompt notice of an action taken by the board of 347 directors under s. 607.0147 must be given to each holder of 348 valid shares and each holder of putative shares, regardless of 349 whether entitled to vote, that is a holder of valid shares or 350 putative shares as of: 351 (a) The date of the action by the board of directors taken 352 under s. 607.0147; and 353 (b) The date of the occurrence of the defective corporate 354 action being ratified. 355 (2) Notice is not required to be given to those holders of 356 valid shares or those holders of putative shares whose 357 identities or addresses for notice cannot be determined from the 358 records of the corporation. 359 (3) The notice must contain both of the following: 360 (a) Either: 361 1. A copy of the action taken by the board of directors 362 pursuant to s. 607.0147(1); or 363 2. The information required by s. 607.0147(1)(a)-(d) or s. 364 607.0147(2)(a), (b), and (c), as applicable. 365 (b) A statement that, in order to be considered, any claim 366 asserting that the ratification of the defective corporate 367 action, and any putative shares issued as a result of such 368 defective corporate action, should not be effective, or should 369 be effective only on certain conditions, and must be brought, if 370 at all, within 120 days after the applicable validation 371 effective time. 372 (4) Notice under this section is not required with respect 373 to any action required to be submitted to shareholders for 374 approval pursuant s. 607.0147(3) if notice is given in 375 accordance with s. 607.0148(2). 376 (5) Notice required by this section may be given in any 377 manner permitted under s. 607.0141 and, for any corporation 378 subject to the reporting requirements of s. 13 or s. 15(d) of 379 the Securities Exchange Act of 1934, may be given by means of a 380 filing or furnishing of such notice with the United States 381 Securities and Exchange Commission. 382 Section 6. Section 607.0150, Florida Statutes, is created 383 to read: 384 607.0150 Effects of ratification.—The following provisions 385 apply from and after the validation effective time, without 386 regard to the 120-day period during which a claim may be brought 387 under s. 607.0152: 388 (1) Each defective corporate action ratified in accordance 389 with s. 607.0147 will not be void or voidable as a result of the 390 failure of authorization set forth and identified in the action 391 taken under s. 607.0147(1) or (2) and will be deemed a valid 392 corporate action effective as of the date of the defective 393 corporate action. 394 (2) The issuance of each putative share or fraction of a 395 putative share purportedly issued pursuant to a defective 396 corporate action identified in the action taken in accordance 397 with s. 607.0147 will not be void or voidable, and each such 398 putative share or fraction of a putative share will be deemed to 399 be an identical share or fraction of a valid share as of the 400 time it was purportedly issued. 401 (3) Any corporate action taken subsequent to the defective 402 corporate action ratified pursuant to ss. 607.0145-607.0152 in 403 reliance on such defective corporate action having been validly 404 effected, and any subsequent defective corporate action 405 resulting directly or indirectly from such original defective 406 corporate action, will be valid as of the respective time such 407 corporate action was taken. 408 Section 7. Section 607.0151, Florida Statutes, is created 409 to read: 410 607.0151 Filings.— 411 (1) If the defective corporate action ratified under ss. 412 607.0145-607.0152 would have required a filing under this 413 chapter and either: 414 (a) Any previous filing requires any change to the filing 415 to give effect to the defective corporate action in accordance 416 with this section, including, but not limited to, a change to 417 the date and time of the effectiveness of such filing; or 418 (b) A filing was not previously filed in respect to the 419 defective corporate action, 420 421 In lieu of a filing otherwise required under this chapter, the 422 corporation must file articles of validation in accordance with 423 this section, and such articles of validation will serve to 424 amend or be a substitute for any other filing with respect to 425 such defective corporate action required by this chapter. 426 (2) The articles of validation must specify all of the 427 following: 428 (a) The defective corporate action that is the subject of 429 the articles of validation, including, in the case of any 430 defective corporate action involving the issuance of putative 431 shares, the number and type of putative shares issued and the 432 date or dates upon which such putative shares were purported to 433 have been issued. 434 (b) The date of the defective corporate action. 435 (c) The nature of the failure of authorization in respect 436 of the defective corporate action. 437 (d) A statement that the defective corporate action was 438 ratified in accordance with s. 607.0147, including the date on 439 which the board of directors ratified such defective corporate 440 action and, if applicable, the date on which the shareholders 441 approved the ratification of such defective corporate action. 442 (e)1. If a filing was previously made in respect of the 443 defective corporate action and such filing requires any change 444 to give effect to the ratification of such defective corporate 445 action pursuant to s. 607.0147: 446 a. The name, title, and filing date of the filing 447 previously made and any articles of correction for that filing; 448 b. A statement that a filing containing all of the 449 information required to be included under the applicable 450 provisions of this chapter to give effect to such defective 451 corporate action is attached as an exhibit to the articles of 452 validation; and 453 c. The date and time that such filing is deemed to have 454 become effective. 455 2. If a filing was not previously made in respect of the 456 defective corporate action and the defective corporate action 457 ratified pursuant to s. 607.0147 would have required a filing 458 under any other provision of this chapter: 459 a. A statement that a filing containing all of the 460 information required to be included under the applicable 461 provisions of this chapter to give effect to such defective 462 corporate action is attached as an exhibit to the articles of 463 validation; and 464 b. The date and time that such filing is deemed to have 465 become effective. 466 Section 8. Section 607.0152, Florida Statutes, is created 467 to read: 468 607.0152 Judicial proceedings regarding validity of 469 corporate actions.— 470 (1) Subject to subsection (4), upon application by the 471 corporation, any successor entity to the corporation, a director 472 of the corporation, any shareholder, beneficial shareholder, or 473 unrestricted voting trust beneficial owner of the corporation, 474 including any such shareholder, beneficial shareholder, or 475 unrestricted voting trust beneficial owner as of the date of the 476 defective corporate action ratified pursuant to s. 607.0147; or 477 any other person claiming to be substantially and adversely 478 affected by a ratification in accordance with s. 607.0147, the 479 circuit court in the applicable county may take any one or more 480 of the following actions: 481 (a) Determine the validity and effectiveness of any 482 corporate action or defective corporate action ratified pursuant 483 to s. 607.0147. 484 (b) Determine the validity and effectiveness of any 485 ratification of any defective corporate action pursuant to s. 486 607.0147. 487 (c) Determine the validity and effectiveness of any 488 defective corporate action not ratified or not ratified 489 effectively pursuant to s. 607.0147. 490 (d) Determine the validity of any putative shares. 491 (e) Modify or waive any of the procedures specified in s. 492 607.0147 or s. 607.0148 to ratify a defective corporate action. 493 (2) In connection with an action brought under this 494 section, the court may make such findings or issue such orders 495 and take into account any one or more factors or considerations 496 as it deems proper under the circumstances, including, but not 497 limited to, any one or more of the factors, considerations, 498 findings, and orders set forth in subsections (5) and (6). 499 (3) Service of process of the application under subsection 500 (1) on the corporation may be made in any manner provided in 501 chapter 48 for service on a corporation, and no other party need 502 be joined in order for the court to adjudicate the matter. In an 503 action filed by the corporation, the court may require that 504 notice of the action be provided to other persons specified by 505 the court and permit such other persons to intervene in the 506 action. 507 (4) Notwithstanding any other law to the contrary, any 508 action asserting that the ratification of a defective corporate 509 action, and any putative shares issued as a result of such 510 defective corporate action, should not be effective, or should 511 be effective only on certain conditions, must be brought, if at 512 all, within 120 days after the validation effective time. 513 (5) In connection with the resolution of matters under 514 subsection (2), the court may consider any of the following: 515 (a) Whether the defective corporate action was originally 516 approved or effectuated with the belief that the approval or 517 effectuation was in compliance with the provisions of this 518 chapter, the articles of incorporation, or the bylaws of the 519 corporation. 520 (b) Whether the corporation and board of directors have 521 treated the defective corporate action as a valid act or 522 transaction and whether any person has acted in reliance on the 523 public record that such defective corporate action was valid. 524 (c) Whether any person will be or was harmed by the 525 ratification or validation of the defective corporate action, 526 excluding any harm that would have resulted if the defective 527 corporate action had been valid when approved or effectuated. 528 (d) Whether any person will be harmed by the failure to 529 ratify or validate the defective corporate action. 530 (e) Whether the defective corporate action was a conflict 531 of interest transaction. 532 (f) Any other factors or considerations the court deems 533 just and equitable. 534 (6) In connection with an action under this section, the 535 court may do any one or more of the following: 536 (a) Declare that a ratification in accordance with and 537 pursuant to s. 607.0147 is not effective or shall only be 538 effective at a time or upon conditions established by the court. 539 (b) Validate and declare effective any defective corporate 540 action or putative shares and impose conditions upon such 541 validation. 542 (c) Require measures to remedy or avoid harm to any person 543 substantially and adversely affected by a ratification in 544 accordance with and pursuant to s. 607.0147 or by any order of 545 the court pursuant to this section, excluding any harm that 546 would have resulted if the defective corporate action had been 547 valid when approved or effectuated. 548 (d) Order the department to accept an instrument for filing 549 with an effective time specified by the court, which effective 550 time may be before or after the date and time of such order, 551 provided that the filing date of such instrument shall be 552 determined in accordance with s. 607.0123. 553 (e) Approve a stock ledger for the corporation that 554 includes any shares ratified or validated in accordance with 555 this section or s. 607.0147. 556 (f) Declare that the putative shares are valid shares or 557 require a corporation to issue and deliver valid shares in place 558 of any putative shares. 559 (g) Order that a meeting of holders of valid shares or 560 putative shares be held and exercise such powers as it deems 561 appropriate with respect to such a meeting. 562 (h) Declare that a defective corporate action validated by 563 the court shall be effective as of the date and time of the 564 defective corporate action or at such other date and time as 565 determined by the court. 566 (i) Declare that putative shares validated by the court 567 shall be deemed to be identical valid shares or fractions of 568 valid shares as of the date and time originally issued or 569 purportedly issued or at such other date and time as determined 570 by the court. 571 (j) Require payment by the corporation of reasonable 572 expenses, including attorney fees and costs, that the court 573 finds just and equitable under the circumstances. 574 (k) Issue other orders as it deems necessary and proper 575 under the circumstances. 576 Section 9. Subsection (2) of section 605.115, Florida 577 Statutes, is amended, and subsection (6) is added to that 578 section, to read: 579 605.0115 Resignation of registered agent.— 580 (2) After delivering the statement of resignation to the 581 department for filing, the registered agent must promptly mail a 582 copy to the limited liability company’s or foreign limited 583 liability company’s current mailing address; provided however, 584 that if a composite statement of resignation is being filed 585 pursuant to subsection (6), the registered agent must promptly 586 mail a copy of either the composite statement of resignation or 587 a separate notice of resignation for each respective limited 588 liability company, in each case using the respective mailing 589 address of the respective limited liability company that then 590 appears in the records of the department. 591 (6)(a) If a registered agent is resigning as registered 592 agent from more than one limited liability company that each has 593 been dissolved, either voluntarily, administratively, or by 594 court action, for a continuous period of 10 years or longer, the 595 registered agent may elect to file the statement of resignation 596 separately for each such limited liability company or may elect 597 to file a single composite statement of resignation covering two 598 or more limited liability companies. Any such composite 599 statement of resignation must set forth, for each such limited 600 liability company covered by the statement of resignation, the 601 name of the respective limited liability and the date 602 dissolution became effective for the respective limited 603 liability company. 604 (b) This subsection is applicable only to resignations from 605 limited liability companies as defined in this chapter. 606 Section 10. Subsection (2) of section 607.0503, Florida 607 Statutes, is amended, and subsection (6) is added to that 608 section, to read: 609 607.0503 Resignation of registered agent.— 610 (2) After delivering the statement of resignation to the 611 department for filing, the registered agent must promptly mail a 612 copy to the corporation at its current mailing address; provided 613 however that if a composite statement of resignation is being 614 filed pursuant to subsection (6), the registered agent must 615 promptly mail a copy of either the composite statement of 616 resignation or a separate notice of resignation for each 617 respective corporation, in each case using the respective 618 mailing address of the respective corporation that then appears 619 in the records of the department. 620 (6)(a) If a registered agent is resigning as registered 621 agent from more than one corporation that each has been 622 dissolved, either voluntarily, administratively, or by court 623 action, for a continuous period of 10 years or longer, the 624 registered agent may elect to file the statement of resignation 625 separately for each such corporation or may elect to file a 626 single composite statement of resignation covering two or more 627 corporations. Any such composite statement of resignation must 628 set forth, for each such corporation covered by the statement of 629 resignation, the name of the respective corporation and the date 630 that dissolution became effective for the respective 631 corporation. 632 (b) This subsection is applicable only to resignations by 633 registered agents from domestic corporations. 634 Section 11. Subsection (2) of section 617.0502, Florida 635 Statutes, is amended to read: 636 617.0502 Change of registered office or registered agent; 637 resignation of registered agent.— 638 (2)(a) Any registered agent may resign his or her agency 639 appointment by signing and delivering for filing with the 640 Department of State a statement of resignation and mailing a 641 copy of such statement to the corporation at its mailing address 642 of the respective corporation that then appears in the records 643 of the department; provided however that if a composite 644 statement of resignation is being filed pursuant to paragraph 645 (b), the registered agent must promptly mail a copy of either 646 the composite statement of resignation or a separate notice of 647 resignation for each respective corporation, in each case using 648 the respective mailing address of the respective corporation 649 that then appears in the records of the departmentprincipal650office address shown in its most recent annual report or, if651none, filed in the articles of incorporation or other most652recently filed document. The statement of resignation shall 653 state that a copy of such statement of resignation or, if 654 applicable, notice of resignation, has been mailed to the 655 corporation at the address so stated. The agency is terminated 656 as of the 31st day after the date on which the statement was 657 filed and unless otherwise provided in the statement, 658 termination of the agency acts as a termination of the 659 registered office. 660 (b) If a registered agent is resigning as registered agent 661 from one or more corporations that each have been dissolved, 662 either voluntarily, administratively, or by court action, for a 663 continuous period of 10 years or longer, the registered agent 664 may elect to file the statement of resignation separately for 665 each such corporation or may elect to file a single composite 666 statement of resignation covering two or more corporations. Any 667 such composite statement of resignation must set forth, for each 668 such corporation covered by the statement of resignation, the 669 name of the respective corporation and the date that dissolution 670 became effective for the respective corporation. This subsection 671 is applicable only to resignations by registered agents from 672 domestic corporations. 673 Section 12. Subsections (8) and (9) of section 605.0213, 674 Florida Statutes, are amended to read: 675 605.0213 Fees of the department.—The fees of the department 676 under this chapter are as follows: 677 (8) For filing a registered agent’s statement of 678 resignation from aan activelimited liability company that has 679 not been dissolved, $85. 680 (9) For filing a registered agent’s statement of 681 resignation from a dissolved limited liability company or a 682 composite statement of resignation from two or more dissolved 683 limited liability companies pursuant to s. 605.0115(6), $25. 684 Section 13. Subsections (6) and (7) of section 607.0122, 685 Florida Statutes, are amended to read: 686 607.0122 Fees for filing documents and issuing 687 certificates.—The department shall collect the following fees 688 when the documents described in this section are delivered to 689 the department for filing: 690 (6) Agent’s statement of resignation from aactive691 corporation that has not been dissolved: $87.50. 692 (7) Agent’s statement of resignation from aan inactive693 dissolved corporation or a composite statement of resignation 694 from two or more dissolved corporations pursuant to s. 695 607.0502(6): $35. 696 Section 14. Subsections (6) and (7) of section 617.0122, 697 Florida Statutes, are amended to read: 698 617.0122 Fees for filing documents and issuing 699 certificates.—The Department of State shall collect the 700 following fees on documents delivered to the department for 701 filing: 702 (6) Agent’s statement of resignation from aactive703 corporation that has not been dissolved: $87.50. 704 (7) Agent’s statement of resignation from ainactive705 dissolved corporation or a composite statement of resignation 706 from two or more dissolved corporations pursuant to s. 707 617.0502(2)(b): $35. 708 709 Any citizen support organization that is required by rule of the 710 Department of Environmental Protection to be formed as a 711 nonprofit organization and is under contract with the department 712 is exempt from any fees required for incorporation as a 713 nonprofit organization, and the Secretary of State may not 714 assess any such fees if the citizen support organization is 715 certified by the Department of Environmental Protection to the 716 Secretary of State as being under contract with the Department 717 of Environmental Protection. 718 Section 15. For the purpose of incorporating the amendments 719 made by this act to section 605.0115, Florida Statutes, in a 720 reference thereto, section 605.0207, Florida Statutes, is 721 reenacted to read: 722 605.0207 Effective date and time.—Except as otherwise 723 provided in s. 605.0208, and subject to s. 605.0209(3), any 724 document delivered to the department for filing under this 725 chapter may specify an effective time and a delayed effective 726 date. In the case of initial articles of organization, a prior 727 effective date may be specified in the articles of organization 728 if such date is within 5 business days before the date of 729 filing. Subject to ss. 605.0114, 605.0115, 605.0208, and 730 605.0209, a record filed by the department is effective: 731 (1) If the record filed does not specify an effective time 732 and does not specify a prior or a delayed effective date, on the 733 date and at the time the record is accepted as evidenced by the 734 department’s endorsement of the date and time on the filing. 735 (2) If the record filed specifies an effective time, but 736 not a prior or delayed effective date, on the date the record is 737 accepted, as evidenced by the department’s endorsement, and at 738 the time specified in the filing. 739 (3) If the record filed specifies a delayed effective date, 740 but not an effective time, at 12:01 a.m. on the earlier of: 741 (a) The specified date; or 742 (b) The 90th day after the record is filed. 743 (4) If the record filed specifies a delayed effective date 744 and an effective time, at the specified time on or the earlier 745 of: 746 (a) The specified date; or 747 (b) The 90th day after the record is filed. 748 (5) If the record filed is the initial articles of 749 organization and specifies an effective date before the date of 750 the filing, but no effective time, at 12:01 a.m. on the later 751 of: 752 (a) The specified date; or 753 (b) The 5th business day before the record is filed. 754 (6) If the record filed is the initial articles of 755 organization and specifies an effective time and an effective 756 date before the date of the filing, at the specified time on the 757 later of: 758 (a) The specified date; or 759 (b) The 5th business day before the record is filed. 760 (7) If the record filed does not specify the time zone or 761 place at which the date or time, or both, is to be determined, 762 the date or time, or both, at which it becomes effective shall 763 be those prevailing at the place of filing in this state. 764 Section 16. For the purpose of incorporating the amendments 765 made by this act to section 605.0115, Florida Statutes, in a 766 reference thereto, paragraph (b) of subsection (3) of section 767 605.0113, Florida Statutes, is reenacted to read: 768 605.0113 Registered agent.— 769 (3) The duties of a registered agent are as follows: 770 (b) If the registered agent resigns, to provide the notice 771 required under s. 605.0115(2) to the company or foreign limited 772 liability company at the address most recently supplied to the 773 agent by the company or foreign limited liability company. 774 Section 17. For the purpose of incorporating the amendment 775 made by this act to section 607.0122, Florida Statutes, in a 776 reference thereto, subsection (1) of section 658.23, Florida 777 Statutes, is reenacted to read: 778 658.23 Submission of articles of incorporation; contents; 779 form; approval; filing; commencement of corporate existence; 780 bylaws.— 781 (1) Within 3 months after approval by the office and the 782 appropriate federal regulatory agency, the applicant shall 783 submit its duly executed articles of incorporation to the 784 office, together with the filing fee due the Department of State 785 under s. 607.0122. 786 Section 18. For the purpose of incorporating the amendment 787 made by this act to section 607.0503, Florida Statutes, in a 788 reference thereto, subsection (4) of section 607.0501, Florida 789 Statutes, is reenacted to read: 790 607.0501 Registered office and registered agent.— 791 (4) The duties of a registered agent are: 792 (a) To forward to the corporation at the address most 793 recently supplied to the registered agent by the corporation, a 794 process, notice, or demand pertaining to the corporation which 795 is served on or received by the registered agent; and 796 (b) If the registered agent resigns, to provide the notice 797 required under s. 607.0503 to the corporation at the address 798 most recently supplied to the registered agent by the 799 corporation. 800 Section 19. For the purpose of incorporating the amendments 801 made by this act to sections 605.0213 and 607.0122, Florida 802 Statutes, in references thereto, paragraph (b) of subsection (2) 803 of section 607.193, Florida Statutes, is reenacted to read: 804 607.193 Supplemental corporate fee.— 805 (2) 806 (b) In addition to the fees levied under ss. 605.0213, 807 607.0122, and 620.1109 and the supplemental corporate fee, a 808 late charge of $400 shall be imposed if the supplemental 809 corporate fee is remitted after May 1 except in circumstances in 810 which a business entity was administratively dissolved or its 811 certificate of authority was revoked due to its failure to file 812 an annual report and the entity subsequently applied for 813 reinstatement and paid the applicable reinstatement fee. 814 Section 20. For the purpose of incorporating the amendment 815 made by this act to section 617.0122, Florida Statutes, in a 816 reference thereto, paragraph (a) of subsection (1) of section 817 39.8298, Florida Statutes, is reenacted to read: 818 39.8298 Guardian Ad Litem direct-support organization.— 819 (1) AUTHORITY.—The Statewide Guardian Ad Litem Office 820 created under s. 39.8296 is authorized to create a direct 821 support organization. 822 (a) The direct-support organization must be a Florida 823 corporation not for profit, incorporated under the provisions of 824 chapter 617. The direct-support organization shall be exempt 825 from paying fees under s. 617.0122. 826 Section 21. For the purpose of incorporating the amendment 827 made by this act to section 617.0122, Florida Statutes, in a 828 reference thereto, paragraph (a) of subsection (2) of section 829 252.71, Florida Statutes, is reenacted to read: 830 252.71 Florida Emergency Management Assistance Foundation.— 831 (2) The foundation is hereby created as a direct-support 832 organization of the division to provide assistance, funding, and 833 support to the division in its disaster response, recovery, and 834 relief efforts for natural emergencies. 835 (a) The foundation must be an organization that is a 836 Florida nonprofit corporation incorporated under chapter 617, 837 approved by the Department of State, and recognized under s. 838 501(c)(3) of the Internal Revenue Code. The foundation is exempt 839 from paying fees under s. 617.0122. 840 Section 22. For the purpose of incorporating the amendment 841 made by this act to section 617.0122, Florida Statutes, in a 842 reference thereto, paragraph (a) of subsection (6) of section 843 288.012, Florida Statutes, is reenacted to read: 844 288.012 State of Florida international offices; direct 845 support organization.—The Legislature finds that the expansion 846 of international trade and tourism is vital to the overall 847 health and growth of the economy of this state. This expansion 848 is hampered by the lack of technical and business assistance, 849 financial assistance, and information services for businesses in 850 this state. The Legislature finds that these businesses could be 851 assisted by providing these services at State of Florida 852 international offices. The Legislature further finds that the 853 accessibility and provision of services at these offices can be 854 enhanced through cooperative agreements or strategic alliances 855 between private businesses and state, local, and international 856 governmental entities. 857 (6)(a) The department shall establish and contract with a 858 direct-support organization, organized as a nonprofit under 859 chapter 617 and recognized under s. 501(c)(3) of the Internal 860 Revenue Code, to carry out the provisions of this section; 861 assist with the coordination of international trade development 862 efforts; and assist in development and planning related to 863 foreign investment, international partnerships, and other 864 international business and trade development. The organization 865 is exempt from paying fees under s. 617.0122. 866 Section 23. For the purpose of incorporating the amendment 867 made by this act to section 617.0122, Florida Statutes, in a 868 reference thereto, section 617.1807, Florida Statutes, is 869 reenacted to read: 870 617.1807 Conversion to corporation not for profit; 871 authority of circuit judge.—If the circuit judge to whom the 872 petition and proposed articles of incorporation are presented 873 finds that the petition and proposed articles are in proper 874 form, he or she shall approve the articles of incorporation and 875 endorse his or her approval thereon; such approval shall provide 876 that all of the property of the petitioning corporation shall 877 become the property of the successor corporation not for profit, 878 subject to all indebtedness and liabilities of the petitioning 879 corporation. The articles of incorporation with such 880 endorsements thereupon shall be sent to the Department of State, 881 which shall, upon receipt thereof and upon payment of all taxes 882 due the state by the petitioning corporation, if any, issue a 883 certificate showing the receipt of the articles of incorporation 884 with the endorsement of approval thereon and of the payment of 885 all taxes to the state. Upon payment of the filing fees 886 specified in s. 617.0122, the Department of State shall file the 887 articles of incorporation, and from thenceforth the petitioning 888 corporation shall become a corporation not for profit under the 889 name adopted in the articles of incorporation and subject to all 890 the rights, powers, immunities, duties, and liabilities of 891 corporations not for profit under state law, and its rights, 892 powers, immunities, duties, and liabilities as a corporation for 893 profit shall cease and determine. 894 Section 24. For the purpose of incorporating the amendment 895 made by this act to section 617.0122, Florida Statutes, in a 896 reference thereto, subsection (4) of section 617.2006, Florida 897 Statutes, is reenacted to read: 898 617.2006 Incorporation of labor unions or bodies.—Any group 899 or combination of groups of workers or wage earners, bearing the 900 name labor, organized labor, federation of labor, brotherhood of 901 labor, union labor, union labor committee, trade union, trades 902 union, union labor council, building trades council, building 903 trades union, allied trades union, central labor body, central 904 labor union, federated trades council, local union, state union, 905 national union, international union, district labor council, 906 district labor union, American Federation of Labor, Florida 907 Federation of Labor, or any component parts or significant words 908 of such terms, whether the same be used in juxtaposition or with 909 interspace, may be incorporated under this act. 910 (4) Upon the filing of the articles of incorporation and 911 the petition, and the giving of such notice, the circuit judge 912 to whom such petition may be addressed shall, upon the date 913 stated in such notice, take testimony and inquire into the 914 admissions and purposes of such organization and the necessity 915 therefor, and upon such hearing, if the circuit judge shall be 916 satisfied that the allegations set forth in the petition and 917 articles of incorporation have been substantiated, and shall 918 find that such organization will not be harmful to the community 919 in which it proposes to operate, or to the state, and that it is 920 intended in good faith to carry out the purposes and objects set 921 forth in the articles of incorporation, and that there is a 922 necessity therefor, the judge shall approve the articles of 923 incorporation and endorse his or her approval thereon. Upon the 924 filing of the articles of incorporation with its endorsements 925 thereupon with the Department of State and payment of the filing 926 fees specified in s. 617.0122, the subscribers and their 927 associates and successors shall be a corporation by the name 928 given. 929 Section 25. For the purpose of incorporating the amendment 930 made by this act to section 617.0502, Florida Statutes, in a 931 reference thereto, subsection (3) of section 617.0501, Florida 932 Statutes, is reenacted to read: 933 617.0501 Registered office and registered agent.— 934 (3) A registered agent appointed pursuant to this section 935 or a successor registered agent appointed pursuant to s. 936 617.0502 on whom process may be served shall each file a 937 statement in writing with the Department of State, in such form 938 and manner as shall be prescribed by the department, accepting 939 the appointment as a registered agent simultaneously with his or 940 her being designated. Such statement of acceptance shall state 941 that the registered agent is familiar with, and accepts, the 942 obligations of that position. 943 Section 26. For the purpose of incorporating the amendment 944 made by this act to section 617.0502, Florida Statutes, in a 945 reference thereto, paragraph (a) of subsection (1) of section 946 617.0503, Florida Statutes, is reenacted to read: 947 617.0503 Registered agent; duties; confidentiality of 948 investigation records.— 949 (1)(a) Each corporation, foreign corporation, or alien 950 business organization that owns real property located in this 951 state, that owns a mortgage on real property located in this 952 state, or that transacts business in this state shall have and 953 continuously maintain in this state a registered office and a 954 registered agent and shall file with the Department of State 955 notice of the registered office and registered agent as provided 956 in ss. 617.0501 and 617.0502. The appointment of a registered 957 agent in compliance with s. 617.0501 or s. 617.0502 is 958 sufficient for purposes of this section if the registered agent 959 so appointed files, in the form and manner prescribed by the 960 Department of State, an acceptance of the obligations provided 961 for in this section. 962 Section 27. This act shall take effect July 1, 2024.