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The Florida Business Corporation Act has been substantively amended numerous times over the years, and this manual keeps up to the minute with those changes, as well as case law and regulations interpreting the Act. Complementing the expansive coverage of business corporations, this new edition offers additional advice and insight relating to not for profit corporations.
Highlights of the Ninth Edition include:
- Discussion and Application of the 2019 Florida Legislature's substantial amendment to the Florida Business Corporation Act, F.S. Chapter 607 (codified at Ch. 2019-90, Laws of Fla. (2019)), effective January 1, 2020, including:
- Expansion of the authority of the board of directors to amend and propose amendments to the articles of incorporation, prohibition of the board of directors to adopt proposed amendments to the articles and make a recommendation to the shareholders to approve amendments to the articles that require shareholder approval, optional provision permitting preemptive rights to be included in the articles of incorporation (i.e., no longer required), and expansion of the provisions that the bylaws may contain.
- Significant expansion of statute governing registered office and registered agent, newly established duties of registered agents, delivery of notice via electronic transmission by registered agents, and effect of resignation of a registered agent.
- Updated provisions permitting the board of directors to fix the record date for determining shareholders entitled to a share dividend, and the creation of rights required for adoption of a shareholders’ rights plan (a/k/a/ a "poison pill").
- Extension of the rights of a shareholder to obtain records, establishment of a mechanism or breaking a deadlock among directors and shareholders, and the creation of the ability to establish bifurcated record dates to provide corporations with greater flexibility to align shareholder ownership and voting by setting a record date for voting closer to the meeting date.
- Substantial amendments to provisions governing derivative proceedings, a director’s standard of care, conflict of interest transactions, and indemnification.
- New oversight feature to the board of director’s corporate governance responsibility, in addition to its exercise of all corporate powers and management of the business affairs of the corporation.
- Newly revised discussion of known claims against a dissolved corporation and the procedure for any claims other than known claims (i.e., unknown claims).
- Substantial amendment of administrative dissolution, primarily adding new grounds for administrative dissolution.
- Creation of a new ground for a shareholder to initiate judicial dissolution proceedings when a corporation has abandoned its business and has failed, within a reasonable period of time, to liquidate and distribute its assets and dissolve, and newly amended provision providing courts with more latitude in fashioning appropriate alternative remedies to judicial dissolution.
- New filing requirement of an annual report before a corporation can make filings regarding mergers, share exchanges, and conversions.
- Substantial amendments to the law governing domestication and domestication procedures, and to the law governing conversions and conversion procedures.
- New requirement that a corporation maintain certain records in a manner available for inspection within a reasonable time; new provisions addressing a corporation’s maintenance of its annual financial statements, accounting records, and a record of its current shareholders and the number and class or series of shares held by each shareholder; new requirement for corporation to deliver or make available the corporation’s annual financial statements for the most recent fiscal year; and newly established procedure to follow when a corporation does not deliver or make available the corporation’s annual financial statements.
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Table of contents
1. General Provisions
Jeremy S. Sloane
2. Formation Of Corporations
Jeremy S. Sloane
3. Corporate Name
Willard A. Blair and Tyler H. Gordon
4. Registered Office And Registered Agent; Service Of Process On Corporations
G. Brock Magruder
5. Capitalization, Shares, And Distributions
Gregory C. Yadley and Julio C. Esquivel
6. Shareholders, Shareholders’ Agreements, Meetings, And Voting
Brian A. Watson
7. Directors, Officers, And Indemnification
Dennis J. Olle
8. Anti-Takeover Laws
Gregory C. Yadley and Willard A. Blair
9. Amendment To Articles Of Incorporation And Bylaws
Willard A. Blair and Tyler H. Gordon
10. Mergers, Share Exchanges, And Sales Of Assets
Rikki Lober Bagatell
11. Appraisal Rights
Gregory C. Yadley and Christina C. Nethero
12. Corporate Dissolution
Matthew D. Armstrong
13. Foreign Corporations
Willard A. Blair
14. Corporate Records And Reports
Jeremy S. Sloane
15. Procedures For Dealing With Florida Department Of State
Bradley R. Mcvay and Carlos A. Rey
16. General Provisions: Not For Profit Corporations
John Paul Parks
17. Tax Considerations For Not For Profit Corporations
Christopher J. Denicolo