Florida Senate - 2024 SB 1198 By Senator Martin 33-01639-24 20241198__ Page 1 of 38 CODING: Words stricken are deletions; words underlined are additions. A bill to be entitled 1

An act relating to the corporate actions; creating s. 2 607.0145, F.S.; defining terms; creating s. 607.0146, 3 F.S.; providing that a defective corporate action is 4 not void or voidable in certain circumstances; 5 providing that ratification or validation under 6 certain circumstances may not be deemed the exclusive 7 means of either ratifying or validating defective 8 corporate actions, and that the absence or failure to 9 ratify defective corporate actions does not affect the 10 validity or effectiveness of certain corporate actions 11 properly ratified; providing for the validity of 12 putative shares in the event of an overissue; creating 13 s. 607.0147, F.S.; requiring the board of directors to 14 take certain action to ratify a defective corporate 15 action; authorizing those exercising the powers of the 16 directors to take certain action when certain 17 defective actions are related to the ratification of 18 the initial board of directors; requiring members of 19 the board of directors to seek approval of the 20 shareholders under certain conditions; authorizing the 21 board of directors to abandon ratification at any time 22 before the validation effective time after action by 23 the board and, if required, approval of the 24 shareholders; creating s. 607.0148, F.S.; providing 25 quorum and voting requirements for the ratification of 26 certain defective corporate actions; requiring the 27 board to send notice to all identifiable shareholders 28 of a certain meeting date; requiring that the notice 29

Florida Senate - 2024 SB 1198 33-01639-24 20241198__ Page 2 of 38 CODING: Words stricken are deletions; words underlined are additions. state that a purpose of the meeting is to consider 30 ratification of a defective corporate action; 31 requiring the board to send notice to all identifiable 32 shareholders if the ratification of the defective 33 corporate action is to be accomplished by consent of 34 the shareholders; specifying the quorum and voting 35 requirements applicable to ratification of the 36 election of directors; prohibiting holders of putative 37 shares from voting on ratification of any defective 38 corporate action and providing that they may not be 39 counted for quorum purposes or in certain written 40 consent; requiring approval of certain amendments to 41 the corporation’s articles of incorporation under 42 certain circumstances; creating s. 607.0149, F.S.; 43 requiring that notice be given to shareholders of 44 certain corporate action taken by the board of 45 directors; providing requirements for such notice; 46 providing requirements for such notice for 47 corporations subject to certain federal reporting 48 requirements; creating s. 607.0150, F.S.; specifying 49 the effects of ratification; creating s. 607.0151, 50 F.S.; requiring corporations to file articles of 51 validation under certain circumstances; providing 52 applicability; providing requirements for articles of 53 validation; creating s. 607.0152, F.S.; authorizing 54 certain persons and entities to file certain motions; 55 providing for service of process; requiring that 56 certain actions be filed within a specified timeframe; 57 authorizing the court to consider certain factors in 58

Florida Senate - 2024 SB 1198 33-01639-24 20241198__ Page 3 of 38 CODING: Words stricken are deletions; words underlined are additions. resolving certain issues; authorizing the courts to 59 take certain actions in cases involving defective 60 corporate actions; amending ss. 605.0115, 607.0503, 61 607.1509, 617.0502, and 620.1116, F.S.; providing that 62 a registered agent may resign from certain limited 63 liability companies or foreign limited liability 64 companies, certain inactive or dissolved corporations, 65 certain inactive or dissolved foreign corporations, 66 certain active or inactive corporations, and certain 67 limited partnerships or foreign limited partnerships, 68 respectively, by delivering a specified statement of 69 resignation to the Department of State; providing 70 requirements for the statement; providing that a 71 registered agent who is resigning from one or more 72 such corporations, companies, or partnerships may 73 elect to file a statement of resignation for each such 74 company, corporation, or partnership or a composite 75 statement; providing requirements for composite 76 statements; requiring that a copy of the each of the 77 statements of resignation or the composite statement 78 be mailed to the address on file with the department 79 for the company, corporation, or partnership or 80 companies, corporations, or partnerships, as 81 applicable; amending ss. 605.0213 and 607.0122, F.S.; 82 conforming provisions to changes made by the act; 83 providing registered agents may pay one resignation 84 fee regardless of whether resigning from one or 85 multiple inactive or dissolved companies or 86 corporations; reenacting ss. 605.0207 and 87

Florida Senate - 2024 SB 1198 33-01639-24 20241198__ Page 4 of 38 CODING: Words stricken are deletions; words underlined are additions. 605.0113(3)(b), F.S., relating to effective dates and 88 times and to registered agents, respectively, to 89 incorporate the amendments made to s. 605.0115, F.S., 90 in references thereto; reenacting s. 658.23(1), F.S., 91 related to submission of articles of incorporation, to 92 incorporate the amendments made in s. 607.0122, F.S., 93 in a reference thereto; reenacting s. 607.0501(4), 94 F.S., relating to the registered offices and 95 registered agents, to incorporate the change made to 96 s. 607.0503, F.S., in a reference thereto; reenacting 97 s. 607.193(2)(b), F.S., relating to supplemental 98 corporate fees, to incorporate the amendments made in 99 ss. 605.0213 and 607.0122, F.S., in references 100 thereto; reenacting ss. 607.0120(9) and 607.1507(4), 101 F.S., relating to filing requirements and registered 102 offices and agents of foreign corporations, 103 respectively, to incorporate the amendments made to s. 104 607.1509, F.S., in references thereto; reenacting ss. 105 39.8298(1)(a), 252.71(2)(a), 288.012(6)(a), 617.1807, 106 and 617.2006(4), F.S., relating to the Guardian Ad 107 Litem direct-support organization, the Florida 108 Emergency Management Assistance Foundation, State of 109 Florida international offices, conversion to 110 corporation not for profit, and incorporation of labor 111 unions or bodies, respectively, to incorporate the 112 amendment made in s. 617.0122, F.S., in references 113 thereto; reenacting s. 617.0501(3) and 617.0503(1)(a), 114 F.S., relating to registered agents, to incorporate 115 the amendment made to s. 617.0502, F.S., in references 116

Florida Senate - 2024 SB 1198 33-01639-24 20241198__ Page 5 of 38 CODING: Words stricken are deletions; words underlined are additions. thereto; providing an effective date. 117 118 Be It Enacted by the Legislature of the State of Florida: 119 120

Section

Section 607.0145, Florida Statutes, is created 121 to read: 122 607.0145

Definitions.—As used in ss. 607.0145-607.0152, the 123 term: 124 (1) “Corporate action” means any action taken by or on 125 behalf of a corporation, including any action taken by the 126 incorporator, the board of directors, a committee of the board 127 of directors, an officer or agent of the corporation, or the 128 shareholders. 129 (2) “Date of the defective corporate action” means the 130 date, or, if the exact date is unknown, the approximate date, on 131 which the defective corporate action was purported to have been 132 taken. 133 (3) “Defective corporate action” means: 134 (

a) Any corporate action purportedly taken which is, and at 135 the time such corporate action was purportedly taken would have 136 been, within the power of the corporation, but is void or 137 voidable due to a failure of authorization; or 138 (

b) An overissue. 139 (4) “Failure of authorization” means the failure to 140 authorize, approve, or otherwise effect a corporate action in 141 compliance with this chapter, the corporation’s articles of 142 incorporation or bylaws, a corporate resolution, or any plan or 143 agreement to which the corporation is a party, if and to the 144 extent such failure would render such corporate action void or 145

Florida Senate - 2024 SB 1198 33-01639-24 20241198__ Page 6 of 38 CODING: Words stricken are deletions; words underlined are additions. voidable. 146 (5) “Overissue” means the purported issuance of: 147 (

a) Shares of a class or series in excess of the number of 148 shares of the class or series the corporation has the power to 149 issue under s. 607.0601 at the time of such issuance; or 150 (

b) Shares of any class or series that is not then 151 authorized for issuance by the corporation’s articles of 152 incorporation. 153 (6) “Putative shares” means the shares of any class or 154 series, including shares issued upon exercise of rights, 155 options, warrants or other securities convertible into shares of 156 the corporation, or interests with respect to such shares, which 157 were created or issued as a result of a defective corporate 158 action and which: 159 (

a) Would constitute valid shares but for any failure of 160 authorization; or 161 (

b) Cannot be determined by the board of directors to be 162 valid shares. 163 (7) “Valid shares” means the shares of any class or series 164 which have been duly authorized and validly issued, including as 165 a result of ratification or validation under ss. 607.0145-166 607.0152. 167 (8) “Validation effective time,” with respect to any 168 defective corporate action ratified under ss. 607.0145-607.0152, 169 means the later of the following: 170 (

a) The date on which the ratification of the defective 171 corporate action is approved by the shareholders, or if approval 172 of shareholders is not required, the date on which the notice 173 required by s. 607.0149 becomes effective in accordance with s. 174

Florida Senate - 2024 SB 1198 33-01639-24 20241198__ Page 7 of 38 CODING: Words stricken are deletions; words underlined are additions. 607.0141; 175 (

b) If no articles of validation are required to be filed 176 in accordance with s. 607.0151, the date on which the notice 177 required by s. 607.0149 becomes effective in accordance with s. 178 607.0141; or 179 (

c) If articles of validation are required to be filed in 180 accordance with s. 607.0151, the date on which the articles of 181 validation filed in accordance with s. 607.0151 become 182 effective. 183

Section

Section 607.0146, Florida Statutes, is created 184 to read: 185 607.0146 Defective corporate actions.— 186

(1) A defective corporate action is not void or voidable 187 if: 188 (

a) The defective corporate action was ratified in 189 accordance with the requirements of s. 607.0147, including the 190 filing, if required, of articles of validation pursuant to s. 191 607.0151; or 192 (

b) The defective corporate action was validated pursuant 193 to s. 607.0152. 194

(2) Ratification pursuant to s. 607.0147 or validation 195 pursuant to s. 607.0152 may not be deemed to be the exclusive 196 means of ratifying or validating any defective corporate action, 197 and the absence or failure of ratification pursuant to ss. 198 607.0145-607.0152 does not, in and of itself, affect the 199 validity or effectiveness of any corporate action properly 200 ratified under common law or otherwise, and it does not create a 201 presumption that any such corporate action is or was a defective 202 corporate action or is or was void or voidable. 203

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(3) In the case of an overissue, putative shares are valid 204 effective as of the date originally issued or purportedly issued 205 upon: 206 (

a) Adoption of an amendment to the articles of 207 incorporation authorizing, designating, or creating such shares 208 pursuant to ss. 607.0145-607.0152 and ss. 607.1001-607.1009; or 209 (

b) Other corporate action taken under ss. 607.0145-210 607.0152 ratifying the authorization, designation, or creation 211 of such shares. 212

Section

Section 607.0147, Florida Statutes, is created 213 to read: 214 607.0147 Ratification of defective corporate actions.— 215

(1) To ratify a defective corporate action under this 216 section, other than ratification of an election of the initial 217 board of directors under subsection (2), the board of directors 218 must ratify the action in accordance with s. 607.0148, stating 219 all of the following: 220 (

a) The defective corporate action to be ratified and, if 221 the defective corporate action involved the issuance of putative 222 shares, the number and type of putative shares purportedly 223 issued. 224 (

b) The date of the defective corporate action. 225 (

c) The nature of the failure of authorization with respect 226 to the defective corporate action that is the subject of the 227 ratification. 228 (

d) That the board of directors approves the ratification 229 of the defective corporate action. 230

(2) In the event that a defective corporate action to be 231 ratified relates to the election of the initial board of 232

Florida Senate - 2024 SB 1198 33-01639-24 20241198__ Page 9 of 38 CODING: Words stricken are deletions; words underlined are additions. directors of the corporation under s. 607.0205(1)(b), a majority 233 of the persons who, at the time of the ratification, are 234 exercising the powers of directors may take an action stating 235 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 dates 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 to the initial board of directors is approved. 244

(3) If any action taken pursuant to this section, the 245 corporation’s articles of incorporation or bylaws, any corporate 246 resolution, or any plan or agreement in effect at the time of 247 the action to which the corporation is a party under subsection 248 (1) 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

Section 607.0148, Florida Statutes, is created 261

Florida Senate - 2024 SB 1198 33-01639-24 20241198__ Page 10 of 38 CODING: Words stricken are deletions; words underlined are additions. 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 notify each holder of valid and putative 272 shares that, regardless of whether entitled to vote as of the 273 record date for notice of the meeting and as of the date of the 274 occurrence of the defective corporate action, approval is 275 required; however, such notice is not required to be given to 276 holders of valid or putative shares whose identities or 277 addresses for notice cannot be determined from the records of 278 the corporation.

The notice must state that the purpose, or one 279 of the purposes, of the meeting is to consider ratification of a 280 defective 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 notify each 285 holder of valid and putative shares as of the record date of the 286 action by written consent and as of the date of the occurrence 287 of the defective corporate action, regardless of whether 288 entitled to vote; however, notice is not required to be given to 289 holders of valid or putative shares whose identities or 290

Florida Senate - 2024 SB 1198 33-01639-24 20241198__ Page 11 of 38 CODING: Words stricken are deletions; words underlined are additions. addresses for notice cannot be determined from the records of 291 the corporation. The notice must state that the purpose, or one 292 of the purposes, of the written consent is to consider 293 ratification of a defective corporate action. 294 (

c) The notice must be accompanied by both of the 295 following: 296 1. Either a copy of the action taken by the board of 297 directors pursuant to s. 607.0147(1)(a), or the information 298 required pursuant to s. 607.0147(1)(a)-(d). 299 2. A statement that any claim asserting that the 300 ratification of such defective corporate action, and any 301 putative shares issued as a result of such defective corporate 302 action, are not effective, or may only be effective on certain 303 conditions, and must be brought within 120 days after the 304 applicable validation effective time. 305

(3) Except as provided in subsection (4) with respect to 306 the voting requirements to ratify the election of a director, 307 any quorum and voting requirements applicable to the approval by 308 the shareholders required by s. 607.0147(3) are those 309 applicable, at the time of such shareholder approval, to the 310 corporate action proposed to be ratified. 311

(4) The approval by shareholders at a meeting to ratify the 312 election of a director requires that the votes cast by the 313 voting group favoring such ratification exceed the votes cast by 314 the voting group opposing such ratification at a meeting at 315 which a quorum is present. Approval by shareholders by written 316 consent to ratify the election of a director requires that the 317 consents given by the voting group favoring such ratification 318 represent a majority of the shares of the voting group. 319

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(5) Holders of putative shares on the record date for 320 determining the shareholders entitled to vote on any matter 321 submitted to shareholders under s. 607.0147(3), and without 322 giving effect to any ratification of putative shares which 323 becomes effective as a result of such vote, are not entitled to 324 vote and may not be counted for quorum purposes in any vote to 325 approve the ratification of any defective corporate action. 326 Putative shares on the record date for the action by written 327 consent, and without giving effect to any ratification of 328 putative shares which becomes effective as a result of such 329 written consent, are not entitled to be counted in any written 330 consent to approve the ratification of any defective corporate 331 action. 332

(6) If approval under this

section of putative shares would 333 result in an overissue, in addition to the approval required by 334 s. 607.0147, approval is also required of an amendment to the 335 corporation’s articles of incorporation under ss. 607.1001–336 607.1009 to increase the number of shares of an authorized class 337 or series or to authorize the creation of a class or series of 338 shares so there is no overissue. 339

Section

Section 607.0149, Florida Statutes, is created 340 to read: 341 607.0149 Notice requirements.— 342

(1) Unless shareholder approval is required under s. 343 607.0147(3), prompt notice of an action taken by the board of 344 directors under s. 607.0147 must be given to each holder of 345 valid shares and each holder of putative shares, regardless of 346 whether entitled to vote, who is a holder of valid shares or 347 putative shares as of: 348

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a) The date of the action by the board of directors taken 349 under s. 607.0147; and 350 (

b) The date of the occurrence of the defective corporate 351 action being ratified. 352

(2) Notice is not required to those holders of valid shares 353 or those holders of putative shares whose identities or 354 addresses for notice cannot be determined from the records of 355 the corporation. 356

(3) The notice must contain both of the following: 357 (

a) Either a copy of the action taken by the board of 358 directors pursuant to s. 607.0147(1) or the information required 359 by s. 607.0147(1)(a)-(

d) or s. 607.0147(2)(a), (b), and (c), as 360 applicable. 361 (

b) A statement that, in order to be considered, any claim 362 asserting that the ratification of the defective corporate 363 action, and any putative shares issued as a result of such 364 defective corporate action, are not effective, or are effective 365 only on certain conditions, and must be brought within 120 days 366 after the applicable validation effective time. 367

(4) Notice is not required under this

section with respect 368 to any action required to be submitted to shareholders for 369 approval pursuant s. 607.0147(3) if notice is given pursuant to 370 s. 607.0148(2). 371

(5) Notice required by this

section may be given in any 372 manner authorized under s. 607.0141 and, for any corporation 373 subject to the reporting requirements of ss. 13 or 15(

d) of the 374 Securities Exchange Act of 1934, may be given by means of a 375 filing or furnishing of such notice with the United States 376 Securities and Exchange Commission. 377

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Section

Section 607.0150, Florida Statutes, is created 378 to read: 379 607.0150 Effects of ratification.—The following provisions 380 apply upon the validation effective time, without regard to the 381 120-day period during which a claim may be brought pursuant to 382 s. 607.0152: 383

(1) Each defective corporate action ratified pursuant to s. 384 607.0147 is not void or voidable as a result of the failure of 385 authorization set forth and identified pursuant to s. 386 607.0147(1) or (2) and is deemed a valid corporate action 387 effective as of the date of the defective corporate action. 388

(2) The issuance of each putative share or fraction of a 389 putative share purportedly issued pursuant to a defective 390 corporate action identified in the action taken pursuant to s. 391 607.0147 is not void or voidable, and each such putative share 392 is deemed to be an identical share or fraction of a valid share 393 as of the time it was purportedly issued. 394

(3) Any corporate action taken subsequent to the defective 395 corporate action ratified pursuant to ss. 607.0145-607.0152 in 396 reliance on such defective corporate action having been validly 397 effected, and any subsequent defective corporate action 398 resulting directly or indirectly from such original defective 399 corporate action, is valid as of the respective time such 400 corporate action was taken. 401

Section

Section 607.0151, Florida Statutes, is created 402 to read: 403 607.0151 Filings.— 404

(1) If the defective corporate action ratified under ss. 405 607.0145-607.0152 would have required a filing under ss. 406

Florida Senate - 2024 SB 1198 33-01639-24 20241198__ Page 15 of 38 CODING: Words stricken are deletions; words underlined are additions. 607.0145-607.0152, and either: 407 (

a) Any previous filing requires any change to the filing 408 to give effect to the defective corporate action in accordance 409 with this section, including a change to the date and time of 410 the effectiveness of such filing; or 411 (

b) A filing was not previously filed with respect to the 412 defective corporate action, 413 414 In lieu of a filing otherwise required under ss. 607.0145-415 607.0152, the corporation must file articles of validation in 416 accordance with this section, and such articles of validation 417 will serve to amend or be a substitute for any other filing with 418 respect to such defective corporate action required under ss. 419 607.0145-607.0152. 420

(2) Articles of validation must specify all of the 421 following: 422 (

a) The defective corporate action that is the subject of 423 the articles of validation, including, in the case of any 424 defective corporate action involving the issuance of putative 425 shares, the number and type of putative shares issued and the 426 date or dates upon which such putative shares were purported to 427 have been issued. 428 (

b) The date of the defective corporate action. 429 (

c) The nature of the failure of authorization with respect 430 to the defective corporate action. 431 (

d) A statement that the defective corporate action was 432 ratified pursuant to s. 607.0147, including the date on which 433 the board of directors ratified such defective corporate action 434 and, if applicable, the date on which the shareholders approved 435

Florida Senate - 2024 SB 1198 33-01639-24 20241198__ Page 16 of 38 CODING: Words stricken are deletions; words underlined are additions. the ratification of such defective corporate action. 436 (e)1. If a filing was previously made with respect to the 437 defective corporate action and such filing requires any change 438 to give effect to the ratification of such defective corporate 439 action pursuant to s. 607.0147: 440 a. The name, title, and filing date of the filing 441 previously made and any articles of correction for that filing; 442 b. A statement that a filing containing all of the 443 information required to be included under the applicable 444 provisions of this

chapter to give effect to such defective 445 corporate action is attached as an exhibit to the articles of 446 validation; and 447 c. The date and time that such filing is deemed to have 448 become effective. 449 2. If a filing was not previously made with respect to the 450 defective corporate action and the defective corporate action 451 ratified pursuant to s. 607.0147 would have required a filing 452 under any other provision of this chapter: 453 a. A statement that a filing containing all of the 454 information required to be included under the applicable 455 provisions of this

chapter to give effect to such defective 456 corporate action is attached as an exhibit to the articles of 457 validation; and 458 b. The date and time that such filing is deemed to have 459 become effective. 460

Section

Section 607.0152, Florida Statutes, is created 461 to read: 462 607.0152 Judicial proceedings regarding validity of 463 corporate actions.— 464

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(1) Subject to subsection (4), upon application by the 465 corporation, any successor entity to the corporation; a director 466 of the corporation; any shareholder, beneficial shareholder, or 467 unrestricted voting trust beneficial owner of the corporation, 468 including any such shareholder, beneficial shareholder, or 469 unrestricted voting trust beneficial owner as of the date of the 470 defective corporate action ratified pursuant to s. 607.0147; or 471 any other person claiming to be substantially and adversely 472 affected by a ratification pursuant to s. 607.0147 may file in 473 the circuit court in the applicable county motions for any of 474 the following: 475 (

a) A determination of the validity and effectiveness of 476 any corporate action or defective corporate action ratified 477 pursuant to s. 607.0147. 478 (

b) A determination of the validity and effectiveness of 479 any ratification of any defective corporate action pursuant to 480 s. 607.0147. 481 (

c) A determination of the validity and effectiveness of 482 any defective corporate action not ratified or not ratified 483 effectively pursuant to s. 607.0147. 484 (

d) A determination of the validity of any putative shares. 485 (

e) A modification or waiver of any of the procedures 486 specified in s. 607.0147 or s. 607.0148 to ratify a defective 487 corporate action. 488

(2) Upon the filing of such a motion, the court may make 489 such findings or issue such orders as it deems proper under the 490 circumstances. Factors that the court may consider include, but 491 are not limited to, those set forth in subsections (5) and (6). 492

(3) Service of process of the application under subsection 493

Florida Senate - 2024 SB 1198 33-01639-24 20241198__ Page 18 of 38 CODING: Words stricken are deletions; words underlined are additions. (1) on the corporation may be made in any manner provided in 494

chapter 48 for service on a corporation, and no other party need 495 be joined in order for the court to adjudicate the matter. In an 496 action filed by the corporation, the court may require that 497 notice of the action be provided to other persons specified by 498 the court and permit such other persons to intervene in the 499 action. 500

(4) Notwithstanding any other law to the contrary, an 501 action asserting that the ratification of a defective corporate 502 action, and any putative shares issued as a result of such 503 defective corporate action, is not effective, or may be given 504 effect only upon certain conditions, and must be brought within 505 120 days after the validation effective time. 506

(5) In determining judicial proceedings under this section, 507 the court may consider the following: 508 (

a) Whether the defective corporate action was originally 509 approved or effectuated with the belief that the approval or 510 effectuation was in compliance with ss. 607.0145-607.0152, the 511 articles of incorporation, or the bylaws of the corporation. 512 (

b) Whether the corporation and board of directors have 513 treated the defective corporate action as a valid act or 514 transaction and whether any person has acted in reliance on the 515 public record that such defective corporate action was valid. 516 (

c) Whether any person will be or was harmed by the 517 ratification or validation of the defective corporate action, 518 excluding any harm that would have resulted if the defective 519 corporate action had been valid when approved or effectuated. 520 (

d) Whether any person will be harmed by the failure to 521 ratify or validate the defective corporate action. 522

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e) Whether the defective corporate action was a conflict 523 of interest transaction. 524 (

f) Any other factors or considerations the court deems 525 just and equitable. 526

(6) The court may do any of the following in connection 527 with an action under this section: 528 (

a) Declare that a ratification pursuant to s. 607.0147 is 529 not effective or is effective only at a time or upon conditions 530 established by the court. 531 (

b) Validate and declare effective any defective corporate 532 action or putative shares and impose conditions upon such 533 validation. 534 (

c) Require measures to remedy or avoid harm to any person 535 substantially and adversely affected by a ratification pursuant 536 to s. 607.0147 or by any order of the court pursuant to this 537 section, excluding any harm that may have resulted if the 538 defective corporate action had been valid when approved or 539 effectuated. 540 (

d) Order the department to accept an instrument for filing 541 with an effective time specified by the court, which effective 542 time may be before or after the date of such order, provided 543 that the filing date of such instrument must be determined in 544 accordance with s. 607.0123. 545 (

e) Approve a stock ledger for the corporation which 546 includes any shares ratified or validated pursuant with this 547

section or s. 607.0147. 548 (

f) Declare that the putative shares are valid shares or 549 require a corporation to issue and deliver valid shares in place 550 of any putative shares. 551

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g) Order that a meeting of holders of valid shares or 552 putative shares be held and exercise such powers as it deems 553 appropriate with respect to such a meeting. 554 (

h) Declare that a defective corporate action validated by 555 the court is effective as of the date of the defective corporate 556 action or at such other time as determined by the court. 557 (

i) Declare that putative shares validated by the court are 558 deemed to be identical valid shares or a fraction of valid 559 shares as of the date originally issued or purportedly issued or 560 at such other time as determined by the court. 561 (

j) Require payment by the corporation of reasonable 562 expenses, including attorney fees and costs, as determined by 563 the court. 564 (

k) Issue other orders as it deems necessary under the 565 circumstances. 566

Section 9. Present subsections (3), (4), and (5) of

section 567 605.0115, Florida Statutes, are redesignated as subsections (4), 568 (5), and (6) respectively, a new subsection (3) is added to that 569 section, and subsections (1) and (2) of that section, are 570 amended, to read: 571 605.0115 Resignation of registered agent.— 572

(1) A registered agent may resign as agent for an active 573 limited liability company or a foreign limited liability 574 company, an inactive limited liability company or an inactive 575 foreign limited liability company, or for one or more inactive 576 limited liability companies or inactive foreign limited 577 liability companies that have been inactive for 10 years or 578 longer for a limited liability company or foreign limited 579 liability company by delivering for filing to the department a 580

Florida Senate - 2024 SB 1198 33-01639-24 20241198__ Page 21 of 38 CODING: Words stricken are deletions; words underlined are additions. signed statement of resignation. The statement of resignation 581 must contain: containing the name of the limited liability 582 company or foreign limited liability company. 583 (

a) The name of the limited liability company or foreign 584 limited liability company; and 585 (

b) If the limited liability company or foreign limited 586 liability company has been inactive or dissolved for 10 years or 587 longer, the date of the inactivity or the date of the 588 dissolution. 589

(2) If a registered agent is resigning from one or more 590 limited liability companies or foreign limited liability 591 companies that each have been inactive or dissolved for at least 592 10 years or longer, the registered agent may elect to file the 593 statement of resignation separately for each inactive or 594 dissolved limited liability company or foreign limited liability 595 company or may elect to file a single composite statement of 596 resignation covering two or more limited liability companies or 597 foreign limited liability companies.

Such composite statement of 598 resignation must set forth, for each inactive or dissolved 599 limited liability company or foreign limited liability company 600 covered by the statement of resignation, the name of each 601 limited liability company or foreign limited liability company 602 and each limited liability company’s or foreign limited 603 liability company’s date of dissolution or date of inactivity. 604

(3) After delivering the statement of resignation to the 605 department for filing, the registered agent must promptly mail: 606 (

a) A copy of the statement to the limited liability 607 company’s or foreign limited liability company’s current mailing 608 address as it appears in the records of the department, if the 609

Florida Senate - 2024 SB 1198 33-01639-24 20241198__ Page 22 of 38 CODING: Words stricken are deletions; words underlined are additions. registered agent is resigning from one limited liability or 610 foreign limited liability company; or 611 (

b) If the registered agent is resigning from more than one 612 limited liability company or foreign limited liability company, 613 a copy of either the composite statement of resignation or a 614 separate notice of resignation for the inactive or dissolved 615 limited liability companies or foreign limited liability 616 companies, using the current mailing address of the respective 617 companies as they appear in the records of the department. 618

Section 10. Present subsections (2) through (5) of

section 619 607.0503, Florida Statutes, are redesignated as subsections (3) 620 through (6), respectively, a new subsection (2) is added to that 621 section, and subsection (1) and present subsection (2) of that 622

section are amended, to read: 623 607.0503 Resignation of registered agent.— 624

(1) A registered agent may resign as agent for an active a 625 corporation, an inactive corporation, or for one or more 626 inactive corporations that have been inactive for 10 years or 627 longer by delivering to the department for filing a signed 628 statement of resignation. The statement of resignation must 629 contain: containing 630 (

a) The name of the corporation; and 631 (

b) The date of the inactivity or the date of the 632 dissolution, if the corporation has been inactive or dissolved 633 for 10 years or longer. 634

(2) If a registered agent is resigning from one or more 635 corporations that each have been inactive or dissolved for 10 636 years or longer, the registered agent may elect to file the 637 statement of resignation separately for each inactive or 638

Florida Senate - 2024 SB 1198 33-01639-24 20241198__ Page 23 of 38 CODING: Words stricken are deletions; words underlined are additions. dissolved corporation or may elect to file a single composite 639 statement of resignation covering two or more corporations. Such 640 composite statement of resignation must set forth, for each 641 inactive or dissolved corporation covered by the statement of 642 resignation, the name of each corporation and each corporation’s 643 date of dissolution or date of inactivity. 644 (3)

(2) After delivering the statement of resignation to the 645 department for filing, the registered agent must promptly mail: 646 (

a) A copy to the corporation at its current mailing 647 address as it appears in the records of the department, if the 648 registered agent is resigning from one corporation; or 649 (

b) If the registered agent is resigning from more than one 650 corporation, a copy of either the composite statement of 651 resignation or a separate notice of resignation for the inactive 652 or dissolved corporation to the current mailing address of the 653 respective corporation as it appears in the records of the 654 department. 655

Section 11. Present subsections (2) through (5) of

section 656 607.1509, Florida Statutes, are redesignated as subsections (3) 657 through (6), respectively, a new subsection (2) is added to that 658 section, and subsection (1) and present subsection (2) of that 659

section are amended, to read: 660 607.1509 Resignation of registered agent of foreign 661 corporation.— 662

(1) A registered agent may resign as agent for a foreign 663 corporation by delivering to the department for filing a signed 664 statement of resignation for an active foreign corporation, an 665 inactive foreign corporation, or for one or more inactive or 666 dissolved foreign corporations that have each been inactive or 667

Florida Senate - 2024 SB 1198 33-01639-24 20241198__ Page 24 of 38 CODING: Words stricken are deletions; words underlined are additions. dissolved for 10 years or longer. The statement of resignation 668 must contain: containing 669 (

a) The name of the foreign corporation; and 670 (

b) If the foreign corporation has been inactive or 671 dissolved for 10 years or longer, the date that the foreign 672 corporation became inactive or the date of dissolution. 673

(2) A registered agent resigning from more than one foreign 674 corporation may elect to file the statement of resignation 675 separately for each inactive or dissolved foreign corporation or 676 may elect to file a single composite statement of resignation 677 covering two or more foreign corporations. Such composite 678 statement of resignation must set forth, for each inactive or 679 dissolved foreign corporation covered by the statement of 680 resignation, the name of the corporation and the date of 681 inactivity or date of dissolution of the foreign corporation. 682 (3)

(2) After delivering the statement of resignation to the 683 department for filing, the registered agent must promptly mail: 684 (

a) A copy to the foreign corporation at its current 685 mailing address as it appears in the records of the department, 686 if the registered agent is resigning from one foreign 687 corporation; or 688 (

b) If the registered agent is resigning from more than one 689 foreign corporation, a copy of either the composite statement of 690 resignation or a separate notice of resignation for the inactive 691 or dissolved corporations to the current mailing address as it 692 appears in the records of the department. 693

Section 12. Present subsections (3), (4), and (5) of 694

section 617.0502, Florida Statutes, are redesignated as 695 subsections (5), (6), and (7), respectively, new subsections 696

Florida Senate - 2024 SB 1198 33-01639-24 20241198__ Page 25 of 38 CODING: Words stricken are deletions; words underlined are additions. (3), (4), and (5) are added to that section, and subsection (2) 697 of that

section is amended, to read: 698 617.0502 Change of registered office or registered agent; 699 resignation of registered agent.— 700

(2) A Any registered agent may resign his or her agency 701 appointment by signing and delivering for filing with the 702 Department of State a statement of resignation for an active 703 corporation or an inactive corporation, or for one or more 704 inactive or dissolved corporations that have been inactive or 705 dissolved for 10 years or longer. The statement of resignation 706 must contain: 707 (

a) The name of the corporation; and 708 (

b) The date of the inactivity or date of the dissolution, 709 if the corporation has been inactive or dissolved for 10 years 710 or longer. 711

(3) If a registered agent is resigning from one or more 712 corporations that have each been inactive or dissolved for 10 713 years or longer, the registered agent may elect to file the 714 statement of resignation separately for each inactive or 715 dissolved corporation or may elect to file a single composite 716 statement of resignation covering two or more corporations. Such 717 composite statement of resignation must set forth, for each 718 inactive or dissolved corporation covered by the statement of 719 resignation, the respective name of the corporation and the date 720 of dissolution or date of inactivity of the corporation. 721

(4) After delivering the statement of resignation to the 722 department for filing, the registered agent must promptly mail: 723 (

a) A copy to the corporation at its current mailing 724 address as it appears in the records of the department, if the 725

Florida Senate - 2024 SB 1198 33-01639-24 20241198__ Page 26 of 38 CODING: Words stricken are deletions; words underlined are additions. registered agent is resigning from one corporation; or 726 (

b) A copy of either the composite statement of resignation 727 or a separate notice of resignation for the inactive or 728 dissolved corporation to the current mailing address of the 729 respective corporation as it appears in the records of the 730 department if the registered agent is resigning from more than 731 one corporation and mailing a copy of such statement to the 732 corporation at its principal office address shown in its most 733 recent annual report or, if none, filed in the articles of 734 incorporation or other most recently filed document.

The 735 statement of resignation shall state that a copy of such 736 statement has been mailed to the corporation at the address so 737 stated. 738

(5) The agency is terminated as of the 31st day after the 739 date on which the statement was filed and unless otherwise 740 provided in the statement, termination of the agency acts as a 741 termination of the registered office. 742

Section 13. Present subsections (2) and (3) of

section 743 620.1116, Florida Statutes, are redesignated as subsections (3) 744 and (4), respectively, a new subsection (2) is added to that 745 section, and subsection (1) and present subsection (2) are 746 amended, to read: 747 620.1116 Resignation of registered agent.— 748

(1) In order to resign as registered agent of a limited 749 partnership or foreign limited partnership, the agent must 750 deliver to the Department of State for filing a signed statement 751 of resignation for an active limited partnership or foreign 752 limited partnership, or more than one inactive or dissolved 753 limited partnership or foreign limited partnership that have 754

Florida Senate - 2024 SB 1198 33-01639-24 20241198__ Page 27 of 38 CODING: Words stricken are deletions; words underlined are additions. been inactive or dissolved for 10 years or longer containing the 755 following: 756 (

a) The name of the limited partnership or foreign limited 757 partnership; and 758 (

b) The date that the limited partnership or foreign 759 limited partnership became inactive or the date of dissolution, 760 if the limited partnership or foreign limited partnership has 761 been inactive or dissolved for 10 years or longer. 762

(2) If a registered agent is resigning from more than one 763 limited partnership or foreign limited partnership that each 764 have been inactive or dissolved for 10 years or longer, the 765 registered agent may elect to file the statement of resignation 766 separately for each inactive or dissolved limited partnership or 767 foreign limited partnership or may elect to file a single 768 composite statement of resignation covering two or more limited 769 partnerships or foreign limited partnerships.

Such composite 770 statement of resignation must, for each inactive or dissolved 771 limited partnership or foreign limited partnership, set forth 772 the respective name of the limited partnership or foreign 773 limited partnership and the date of dissolution or the date that 774 the limited partnership or foreign limited partnership became 775 inactive. 776 (3)

(2) After filing the statement with the Department of 777 State, the registered agent shall mail: 778 (

a) A copy to the limited partnership’s or foreign limited 779 partnership’s current mailing address as it appears in the 780 records of the department, if the registered agent is resigning 781 from one limited partnership or foreign limited partnership; or 782 (

b) A copy of either the composite statement of resignation 783

Florida Senate - 2024 SB 1198 33-01639-24 20241198__ Page 28 of 38 CODING: Words stricken are deletions; words underlined are additions. or a separate notice of resignation for the inactive or 784 dissolved limited partnership or foreign limited partnership, to 785 the current mailing address of the respective limited 786 partnership or foreign limited partnership as it appears in the 787 records of the department if the registered agent is resigning 788 from more than one limited partnership or foreign limited 789 partnership. 790

Section 14. Subsection (9) of

section 605.0213, Florida 791 Statutes, is amended to read: 792 605.0213 Fees of the department.—The fees of the department 793 under this

chapter are as follows: 794

(9) For filing a registered agent’s statement of 795 resignation from inactive or a dissolved limited liability 796 companies company, $25. 797

Section 15. Subsection (7) of

section 607.0122, Florida 798 Statutes, is amended to read: 799 607.0122 Fees for filing documents and issuing 800 certificates.—The department shall collect the following fees 801 when the documents described in this

section are delivered to 802 the department for filing: 803

(7) Agent’s statement of resignation from inactive 804 corporations an inactive corporation: $35. 805

Section 16. Subsection (7) of

section 617.0122, Florida 806 Statutes, is amended to read: 807 617.0122 Fees for filing documents and issuing 808 certificates.—The Department of State shall collect the 809 following fees on documents delivered to the department for 810 filing: 811

(7) Agent’s statement of resignation from inactive 812

Florida Senate - 2024 SB 1198 33-01639-24 20241198__ Page 29 of 38 CODING: Words stricken are deletions; words underlined are additions. corporations corporation: $35. 813 814 Any citizen support organization that is required by rule of the 815 Department of Environmental Protection to be formed as a 816 nonprofit organization and is under contract with the department 817 is exempt from any fees required for incorporation as a 818 nonprofit organization, and the Secretary of State may not 819 assess any such fees if the citizen support organization is 820 certified by the Department of Environmental Protection to the 821 Secretary of State as being under contract with the Department 822 of Environmental Protection. 823

Section 17. For the purpose of incorporating the amendments 824 made by this act to

section 605.0115, Florida Statutes, in a 825 reference thereto,

section 605.0207, Florida Statutes, is 826 reenacted to read: 827 605.0207 Effective date and time.—Except as otherwise 828 provided in s. 605.0208, and subject to s. 605.0209(3), any 829 document delivered to the department for filing under this 830

chapter may specify an effective time and a delayed effective 831 date. In the case of initial articles of organization, a prior 832 effective date may be specified in the articles of organization 833 if such date is within 5 business days before the date of 834 filing. Subject to ss. 605.0114, 605.0115, 605.0208, and 835 605.0209, a record filed by the department is effective: 836

(1) If the record filed does not specify an effective time 837 and does not specify a prior or a delayed effective date, on the 838 date and at the time the record is accepted as evidenced by the 839 department’s endorsement of the date and time on the filing. 840

(2) If the record filed specifies an effective time, but 841

Florida Senate - 2024 SB 1198 33-01639-24 20241198__ Page 30 of 38 CODING: Words stricken are deletions; words underlined are additions. not a prior or delayed effective date, on the date the record is 842 accepted, as evidenced by the department’s endorsement, and at 843 the time specified in the filing. 844

(3) If the record filed specifies a delayed effective date, 845 but not an effective time, at 12:01 a.m. on the earlier of: 846 (

a) The specified date; or 847 (

b) The 90th day after the record is filed. 848

(4) If the record filed specifies a delayed effective date 849 and an effective time, at the specified time on or the earlier 850 of: 851 (

a) The specified date; or 852 (

b) The 90th day after the record is filed. 853

(5) If the record filed is the initial articles of 854 organization and specifies an effective date before the date of 855 the filing, but no effective time, at 12:01 a.m. on the later 856 of: 857 (

a) The specified date; or 858 (

b) The 5th business day before the record is filed. 859

(6) If the record filed is the initial articles of 860 organization and specifies an effective time and an effective 861 date before the date of the filing, at the specified time on the 862 later of: 863 (

a) The specified date; or 864 (

b) The 5th business day before the record is filed. 865

(7) If the record filed does not specify the time zone or 866 place at which the date or time, or both, is to be determined, 867 the date or time, or both, at which it becomes effective shall 868 be those prevailing at the place of filing in this state. 869

Section 18. For the purpose of incorporating the amendments 870

Florida Senate - 2024 SB 1198 33-01639-24 20241198__ Page 31 of 38 CODING: Words stricken are deletions; words underlined are additions. made by this act to

section 605.0115, Florida Statutes, in a 871 reference thereto, paragraph (

b) of subsection (3) of

section 872 605.0113, Florida Statutes, is reenacted to read: 873 605.0113 Registered agent.— 874

(3) The duties of a registered agent are as follows: 875 (

b) If the registered agent resigns, to provide the notice 876 required under s. 605.0115(2) to the company or foreign limited 877 liability company at the address most recently supplied to the 878 agent by the company or foreign limited liability company. 879

Section 19. For the purpose of incorporating the amendment 880 made by this act to

section 607.0122, Florida Statutes, in a 881 reference thereto, subsection (1) of

section 658.23, Florida 882 Statutes, is reenacted to read: 883 658.23 Submission of articles of incorporation; contents; 884 form; approval; filing; commencement of corporate existence; 885 bylaws.— 886

(1) Within 3 months after approval by the office and the 887 appropriate federal regulatory agency, the applicant shall 888 submit its duly executed articles of incorporation to the 889 office, together with the filing fee due the Department of State 890 under s. 607.0122. 891

Section 20. For the purpose of incorporating the amendment 892 made by this act to

section 607.0503, Florida Statutes, in a 893 reference thereto, subsection (4) of

section 607.0501, Florida 894 Statutes, is reenacted to read: 895 607.0501 Registered office and registered agent.— 896

(4) The duties of a registered agent are: 897 (

a) To forward to the corporation at the address most 898 recently supplied to the registered agent by the corporation, a 899

Florida Senate - 2024 SB 1198 33-01639-24 20241198__ Page 32 of 38 CODING: Words stricken are deletions; words underlined are additions. process, notice, or demand pertaining to the corporation which 900 is served on or received by the registered agent; and 901 (

b) If the registered agent resigns, to provide the notice 902 required under s. 607.0503 to the corporation at the address 903 most recently supplied to the registered agent by the 904 corporation. 905

Section 21. For the purpose of incorporating the amendments 906 made by this act to sections 605.0213 and 607.0122, Florida 907 Statutes, in references thereto, paragraph (

b) of subsection (2) 908 of

section 607.193, Florida Statutes, is reenacted to read: 909 607.193 Supplemental corporate fee.— 910 (2) 911 (

b) In addition to the fees levied under ss. 605.0213, 912 607.0122, and 620.1109 and the supplemental corporate fee, a 913 late charge of $400 shall be imposed if the supplemental 914 corporate fee is remitted after May 1 except in circumstances in 915 which a business entity was administratively dissolved or its 916 certificate of authority was revoked due to its failure to file 917 an annual report and the entity subsequently applied for 918 reinstatement and paid the applicable reinstatement fee. 919

Section 22. For the purpose of incorporating the amendment 920 made by this act to

section 607.1509, Florida Statutes, in a 921 reference thereto, subsection (9) of

section 607.0120, Florida 922 Statutes, is reenacted to read: 923 607.0120 Filing requirements.— 924

(9) The document must be delivered to the office of the 925 department for filing. Delivery may be made by electronic 926 transmission if and to the extent permitted by the department. 927 If it is filed in typewritten or printed form and not 928

Florida Senate - 2024 SB 1198 33-01639-24 20241198__ Page 33 of 38 CODING: Words stricken are deletions; words underlined are additions. transmitted electronically, the department may require one exact 929 or conformed copy, to be delivered with the document, except as 930 provided in s. 607.1509. 931

Section 23. For the purpose of incorporating the amendment 932 made by this act to

section 607.1509, Florida Statutes, 933 subsection (4) of

section 607.1507, Florida Statutes, is 934 reenacted to read: 935 607.1507 Registered office and registered agent of foreign 936 corporation.— 937

(4) The duties of a registered agent are as follows: 938 (

a) To forward to the foreign corporation at the address 939 most recently supplied to the registered agent by the foreign 940 corporation, a process, notice, or demand pertaining to the 941 foreign corporation which is served on or received by the 942 registered agent; and 943 (

b) If the registered agent resigns, to provide the notice 944 required under s. 607.1509 to the foreign corporation at the 945 address most recently supplied to the registered agent by the 946 foreign corporation. 947

Section 24. For the purpose of incorporating the amendment 948 made by this act to

section 617.0122, Florida Statutes, in a 949 reference thereto, paragraph (

a) of subsection (1) of

section 950 39.8298, Florida Statutes, is reenacted to read: 951 39.8298 Guardian Ad Litem direct-support organization.— 952

(1) AUTHORITY.—The Statewide Guardian Ad Litem Office 953 created under s. 39.8296 is authorized to create a direct-954 support organization. 955 (

a) The direct-support organization must be a Florida 956 corporation not for profit, incorporated under the provisions of 957

Florida Senate - 2024 SB 1198 33-01639-24 20241198__ Page 34 of 38 CODING: Words stricken are deletions; words underlined are additions.

chapter 617. The direct-support organization shall be exempt 958 from paying fees under s. 617.0122. 959

Section 25. For the purpose of incorporating the amendment 960 made by this act to

section 617.0122, Florida Statutes, in a 961 reference thereto, paragraph (

a) of subsection (2) of

section 962 252.71, Florida Statutes, is reenacted to read: 963 252.71 Florida Emergency Management Assistance Foundation.— 964

(2) The foundation is hereby created as a direct-support 965 organization of the division to provide assistance, funding, and 966 support to the division in its disaster response, recovery, and 967 relief efforts for natural emergencies. 968 (

a) The foundation must be an organization that is a 969 Florida nonprofit corporation incorporated under

chapter 617, 970 approved by the Department of State, and recognized under s. 971 501(c)(3) of the Internal Revenue Code. The foundation is exempt 972 from paying fees under s. 617.0122. 973

Section 26. For the purpose of incorporating the amendment 974 made by this act to

section 617.0122, Florida Statutes, in a 975 reference thereto, paragraph (

a) of subsection (6) of

section 976 288.012, Florida Statutes, is reenacted to read: 977 288.012 State of Florida international offices; direct-978 support organization.—The Legislature finds that the expansion 979 of international trade and tourism is vital to the overall 980 health and growth of the economy of this state. This expansion 981 is hampered by the lack of technical and business assistance, 982 financial assistance, and information services for businesses in 983 this state. The Legislature finds that these businesses could be 984 assisted by providing these services at State of Florida 985 international offices. The Legislature further finds that the 986

Florida Senate - 2024 SB 1198 33-01639-24 20241198__ Page 35 of 38 CODING: Words stricken are deletions; words underlined are additions. accessibility and provision of services at these offices can be 987 enhanced through cooperative agreements or strategic alliances 988 between private businesses and state, local, and international 989 governmental entities. 990 (6)(

a) The department shall establish and contract with a 991 direct-support organization, organized as a nonprofit under 992

chapter 617 and recognized under s. 501(c)(3) of the Internal 993 Revenue Code, to carry out the provisions of this section; 994 assist with the coordination of international trade development 995 efforts; and assist in development and planning related to 996 foreign investment, international partnerships, and other 997 international business and trade development. The organization 998 is exempt from paying fees under s. 617.0122. 999

Section 27. For the purpose of incorporating the amendment 1000 made by this act to

section 617.0122, Florida Statutes, in a 1001 reference thereto,

section 617.1807, Florida Statutes, is 1002 reenacted to read: 1003 617.1807 Conversion to corporation not for profit; 1004 authority of circuit judge.—If the circuit judge to whom the 1005 petition and proposed articles of incorporation are presented 1006 finds that the petition and proposed articles are in proper 1007 form, he or she shall approve the articles of incorporation and 1008 endorse his or her approval thereon; such approval shall provide 1009 that all of the property of the petitioning corporation shall 1010 become the property of the successor corporation not for profit, 1011 subject to all indebtedness and liabilities of the petitioning 1012 corporation.

The articles of incorporation with such 1013 endorsements thereupon shall be sent to the Department of State, 1014 which shall, upon receipt thereof and upon payment of all taxes 1015

Florida Senate - 2024 SB 1198 33-01639-24 20241198__ Page 36 of 38 CODING: Words stricken are deletions; words underlined are additions. due the state by the petitioning corporation, if any, issue a 1016 certificate showing the receipt of the articles of incorporation 1017 with the endorsement of approval thereon and of the payment of 1018 all taxes to the state.

Upon payment of the filing fees 1019 specified in s. 617.0122, the Department of State shall file the 1020 articles of incorporation, and from thenceforth the petitioning 1021 corporation shall become a corporation not for profit under the 1022 name adopted in the articles of incorporation and subject to all 1023 the rights, powers, immunities, duties, and liabilities of 1024 corporations not for profit under state law, and its rights, 1025 powers, immunities, duties, and liabilities as a corporation for 1026 profit shall cease and determine. 1027

Section 28. For the purpose of incorporating the amendment 1028 made by this act to

section 617.0122, Florida Statutes, in a 1029 reference thereto, subsection (4) of

section 617.2006, Florida 1030 Statutes, is reenacted to read: 1031 617.2006 Incorporation of labor unions or bodies.—Any group 1032 or combination of groups of workers or wage earners, bearing the 1033 name labor, organized labor, federation of labor, brotherhood of 1034 labor, union labor, union labor committee, trade union, trades 1035 union, union labor council, building trades council, building 1036 trades union, allied trades union, central labor body, central 1037 labor union, federated trades council, local union, state union, 1038 national union, international union, district labor council, 1039 district labor union, American Federation of Labor, Florida 1040 Federation of Labor, or any component parts or significant words 1041 of such terms, whether the same be used in juxtaposition or with 1042 interspace, may be incorporated under this act. 1043

(4) Upon the filing of the articles of incorporation and 1044

Florida Senate - 2024 SB 1198 33-01639-24 20241198__ Page 37 of 38 CODING: Words stricken are deletions; words underlined are additions. the petition, and the giving of such notice, the circuit judge 1045 to whom such petition may be addressed shall, upon the date 1046 stated in such notice, take testimony and inquire into the 1047 admissions and purposes of such organization and the necessity 1048 therefor, and upon such hearing, if the circuit judge shall be 1049 satisfied that the allegations set forth in the petition and 1050 articles of incorporation have been substantiated, and shall 1051 find that such organization will not be harmful to the community 1052 in which it proposes to operate, or to the state, and that it is 1053 intended in good faith to carry out the purposes and objects set 1054 forth in the articles of incorporation, and that there is a 1055 necessity therefor, the judge shall approve the articles of 1056 incorporation and endorse his or her approval thereon.

Upon the 1057 filing of the articles of incorporation with its endorsements 1058 thereupon with the Department of State and payment of the filing 1059 fees specified in s. 617.0122, the subscribers and their 1060 associates and successors shall be a corporation by the name 1061 given. 1062

Section 29. For the purpose of incorporating the amendment 1063 made by this act to

section 617.0502, Florida Statutes, in a 1064 reference thereto, subsection (3) of

section 617.0501, Florida 1065 Statutes, is reenacted to read: 1066 617.0501 Registered office and registered agent.— 1067

(3) A registered agent appointed pursuant to this

section 1068 or a successor registered agent appointed pursuant to s. 1069 617.0502 on whom process may be served shall each file a 1070 statement in writing with the Department of State, in such form 1071 and manner as shall be prescribed by the department, accepting 1072 the appointment as a registered agent simultaneously with his or 1073

Florida Senate - 2024 SB 1198 33-01639-24 20241198__ Page 38 of 38 CODING: Words stricken are deletions; words underlined are additions. her being designated. Such statement of acceptance shall state 1074 that the registered agent is familiar with, and accepts, the 1075 obligations of that position. 1076

Section 30. For the purpose of incorporating the amendment 1077 made by this act to

section 617.0502, Florida Statutes, in a 1078 reference thereto, paragraph (

a) of subsection (1) of

section 1079 617.0503, Florida Statutes, is reenacted to read: 1080 617.0503 Registered agent; duties; confidentiality of 1081 investigation records.— 1082 (1)(

a) Each corporation, foreign corporation, or alien 1083 business organization that owns real property located in this 1084 state, that owns a mortgage on real property located in this 1085 state, or that transacts business in this state shall have and 1086 continuously maintain in this state a registered office and a 1087 registered agent and shall file with the Department of State 1088 notice of the registered office and registered agent as provided 1089 in ss. 617.0501 and 617.0502. The appointment of a registered 1090 agent in compliance with s. 617.0501 or s. 617.0502 is 1091 sufficient for purposes of this

section if the registered agent 1092 so appointed files, in the form and manner prescribed by the 1093 Department of State, an acceptance of the obligations provided 1094 for in this section. 1095

Section 31. This act shall take effect July 1, 2024. 1096