Fla. Stat. 607.0742
Complaint; demand and excuse

(1)

The demand, if any, made to obtain the action desired by the shareholder from the board of directors; and

(2)

Either:If such a demand was made, that the demand was refused, rejected, or ignored by the board of directors prior to the expiration of 90 days from the date the demand was made;If such a demand was made, why irreparable injury to the corporation or misapplication or waste of corporate assets causing material injury to the corporation would result by waiting for the expiration of a 90-day period from the date the demand was made; orThe reason or reasons the shareholder did not make the effort to obtain the desired action from the board of directors or comparable authority.

(a)

If such a demand was made, that the demand was refused, rejected, or ignored by the board of directors prior to the expiration of 90 days from the date the demand was made;

(b)

If such a demand was made, why irreparable injury to the corporation or misapplication or waste of corporate assets causing material injury to the corporation would result by waiting for the expiration of a 90-day period from the date the demand was made; or

(c)

The reason or reasons the shareholder did not make the effort to obtain the desired action from the board of directors or comparable authority.

Source: Section 607.0742 — Complaint; demand and excuse, https://www.­flsenate.­gov/Laws/Statutes/2024/0607.­0742 (accessed Aug. 7, 2025).

607.0101
Short title 607.0102
Reservation of power to amend or repeal 607.0120
Filing requirements 607.0121
Forms 607.0122
Fees for filing documents and issuing certificates 607.0123
Effective time and date of document 607.0124
Correcting filed document 607.0125
Filing duties of the department 607.0126
Appeal from department’s refusal to file document 607.0127
Certificates to be received in evidence 607.0128
Certificate of status 607.0130
Powers of department 607.0141
Notice 607.0143
Qualified director 607.0145
Definitions 607.0146
Defective corporate actions 607.0147
Ratification of defective corporate actions 607.0148
Action on ratification 607.0149
Notice requirements 607.0150
Effects of ratification 607.0151
Filings 607.0152
Judicial proceedings regarding validity of corporate actions 607.193
Supplemental corporate fee 607.0201
Incorporators 607.0202
Articles of incorporation 607.0203
Incorporation 607.0204
Liability for preincorporation transactions 607.0205
Organizational meeting of directors 607.0206
Bylaws 607.0207
Emergency bylaws 607.0208
Forum selection 607.0301
Purposes and application 607.0302
General powers 607.0303
Emergency powers 607.0304
Lack of power to act 607.0401
Corporate name 607.0403
Registered name 607.0501
Registered office and registered agent 607.0502
Change of registered office or registered agent 607.0503
Resignation of registered agent 607.0504
Serving process, giving notice, or making a demand on a corporation 607.0505
Registered agent 607.0601
Authorized shares 607.0602
Terms of class or series determined by board of directors 607.0603
Issued and outstanding shares 607.0604
Fractional shares 607.0620
Subscriptions for shares 607.0621
Issuance of shares 607.0622
Liability for shares issued before payment 607.0623
Share dividends 607.0624
Share rights, options, warrants, and awards 607.0625
Form and content of certificates 607.0626
Shares without certificates 607.0627
Restriction on transfer of shares and other securities 607.0628
Expenses of issue 607.0630
Shareholders’ preemptive rights 607.0631
Corporation’s acquisition of its own shares 607.0701
Annual meeting 607.0702
Special meeting 607.0703
Court-ordered meeting 607.0704
Action by shareholders without a meeting 607.0705
Notice of meeting 607.0706
Waiver of notice 607.0707
Record date 607.0709
Remote participation in annual and special meetings of shareholders 607.0720
Shareholders’ list for meeting 607.0721
Voting entitlement of shares 607.0722
Proxies 607.0723
Shares held by intermediaries and nominees 607.0724
Acceptance of votes and other instruments 607.0725
Quorum and voting requirements for voting groups 607.0726
Action by single and multiple voting groups 607.0728
Voting for directors 607.0729
Voting procedures 607.0730
Voting trusts 607.0731
Voting agreements 607.0732
Shareholder agreements 607.0741
Standing 607.0742
Complaint 607.0743
Stay of proceedings 607.0744
Dismissal 607.0745
Discontinuance or settlement 607.0746
Proceeds and expenses 607.0747
Applicability to foreign corporations 607.0748
Shareholder action to appoint custodians or receivers 607.0749
Provisional director 607.0750
Direct action by shareholder 607.0801
Requirement for and duties of board of directors 607.0802
Qualifications of directors 607.0803
Number of directors 607.0804
Election of directors by certain voting groups 607.0805
Terms of directors generally 607.0806
Staggered terms for directors 607.0807
Resignation of directors 607.0808
Removal of directors by shareholders 607.0809
Vacancy on board 607.0820
Meetings 607.0821
Action by directors without a meeting 607.0822
Notice of meetings 607.0823
Waiver of notice 607.0824
Quorum and voting 607.0825
Committees 607.0826
Submission of matters for a shareholder vote 607.0830
General standards for directors 607.0831
Liability of directors 607.0832
Director conflicts of interest 607.0833
Loans to officers, directors, and employees 607.0834
Liability for unlawful distributions 607.0841
Duties of officers 607.0842
Resignation and removal of officers 607.0843
Contract rights of officers 607.0850
Definitions 607.0851
Permissible indemnification 607.0852
Mandatory indemnification 607.0853
Advance for expenses 607.0854
Court-ordered indemnification and advance for expenses 607.0855
Determination and authorization of indemnification 607.0857
Insurance 607.0858
Variation by corporate action 607.0859
Overriding restrictions on indemnification 607.0901
Affiliated transactions 607.0902
Control-share acquisitions 607.1001
Authority to amend the articles of incorporation 607.1002
Amendment by board of directors 607.1003
Amendment by board of directors and shareholders 607.1004
Voting on amendments by voting groups 607.1005
Amendment before issuance of shares 607.1006
Articles of amendment 607.1007
Restated articles of incorporation 607.1008
Amendment pursuant to reorganization 607.1009
Effect of amendment 607.1020
Amendment of bylaws by board of directors or shareholders 607.1021
Bylaw increasing quorum or voting requirements for shareholders 607.1022
Bylaw increasing quorum or voting requirements for directors 607.1023
Bylaw provisions relating to the election of directors 607.1101
Merger 607.1102
Share exchange 607.1103
Action on a plan of merger or share exchange 607.1104
Merger between parent and subsidiary or between subsidiaries 607.1105
Articles of merger or share exchange 607.1106
Effect of merger or share exchange 607.1107
Abandonment of a merger or share exchange 607.1201
Disposition of assets not requiring shareholder approval 607.1202
Shareholder approval of certain dispositions 607.1301
Appraisal rights 607.1302
Right of shareholders to appraisal 607.1303
Assertion of rights by nominees and beneficial owners 607.1320
Notice of appraisal rights 607.1321
Notice of intent to demand payment 607.1322
Appraisal notice and form 607.1323
Perfection of rights 607.1324
Shareholder’s acceptance of corporation’s offer 607.1326
Procedure if shareholder is dissatisfied with offer 607.1330
Court action 607.1331
Court costs and counsel fees 607.1332
Disposition of acquired shares 607.1333
Limitation on corporate payment 607.1340
Other remedies limited 607.1401
Dissolution by incorporators or directors 607.01401
Definitions 607.1402
Dissolution by board of directors and shareholders 607.1403
Articles of dissolution 607.1404
Revocation of dissolution 607.1405
Effect of dissolution 607.1406
Known claims against dissolved corporation 607.1407
Other claims against dissolved corporation 607.1408
Claims against dissolved corporations 607.1409
Court proceedings 607.1410
Director duties 607.1420
Administrative dissolution 607.1422
Reinstatement following administrative dissolution 607.1423
Judicial review of denial of reinstatement 607.1430
Grounds for judicial dissolution 607.1431
Procedure for judicial dissolution 607.1432
Receivership or custodianship 607.1433
Judgment of dissolution 607.1434
Alternative remedies to judicial dissolution 607.1435
Provisional director 607.1436
Election to purchase instead of dissolution 607.1501
Authority of foreign corporation to transact business required 607.1502
Effect of failure to have a certificate of authority 607.1503
Application for certificate of authority 607.1504
Amended certificate of authority 607.1505
Effect of a certificate of authority 607.1506
Corporate name of foreign corporation 607.1507
Registered office and registered agent of foreign corporation 607.1508
Change of registered office and registered agent of foreign corporation 607.1509
Resignation of registered agent of foreign corporation 607.1520
Withdrawal and cancellation of certificate of authority for foreign corporation 607.1521
Withdrawal deemed on conversion to domestic filing entity 607.1522
Withdrawal on dissolution, merger, or conversion to certain nonfiling entities 607.1523
Action by Department of Legal Affairs 607.1530
Revocation of certificate of authority to transact business 607.1532
Judicial review of denial of reinstatement 607.1601
Corporate records 607.1602
Inspection of records by shareholders 607.1603
Scope of inspection right 607.1604
Court-ordered inspection 607.1605
Inspection rights of directors 607.1620
Financial statements for shareholders 607.1622
Annual report for department 607.1701
Application to existing domestic corporation 607.1702
Application to qualified foreign corporations 607.1703
Interrogatories by department 607.1711
Application to foreign and interstate commerce 607.1805
Procedures for conversion to professional service corporation 607.1904
Estoppel 607.1907
Saving provision 607.1908
Severability clause 607.04021
Reserved name 607.05031
Change of name or address by registered agent 607.05032
Delivery of notice or other communication 607.06401
Distributions to shareholders 607.08081
Removal of directors by judicial proceedings 607.08101
Compensation of directors 607.08401
Required officers 607.08411
General standards for officers 607.10025
Shares 607.11035
Shareholder approval of a merger or share exchange in connection with a tender offer 607.11045
Holding company formation by merger by certain corporations 607.11920
Domestication 607.11921
Action on a plan of domestication 607.11922
Articles of domestication 607.11923
Amendment of a plan of domestication 607.11924
Effect of domestication 607.11930
Conversion 607.11931
Plan of conversion 607.11932
Action on a plan of conversion 607.11933
Articles of conversion 607.11934
Amendment to a plan of conversion 607.11935
Effect of conversion 607.14401
Deposit with Department of Financial Services 607.15015
Governing law 607.15091
Change of name or address by registered agent 607.15092
Delivery of notice or other communication 607.15101
Serving process, giving notice, or making a demand on a foreign corporation 607.15315
Reinstatement following revocation of certificate of authority

Current through Fall 2025

§ 607.0742. Complaint; demand & excuse's source at flsenate​.gov