Fla. Stat. 607.0902
Control-share acquisitions

(1)

“CONTROL SHARES.”—As used in this section, “control shares” means shares that, except for this section, would have voting power with respect to shares of an issuing public corporation that, when added to all other shares of the issuing public corporation owned by a person or in respect to which that person may exercise or direct the exercise of voting power, would entitle that person, immediately after acquisition of the shares, directly or indirectly, alone or as a part of a group, to exercise or direct the exercise of the voting power of the issuing public corporation in the election of directors within any of the following ranges of voting power:One-fifth or more but less than one-third of all voting power.One-third or more but less than a majority of all voting power.A majority or more of all voting power.

(a)

One-fifth or more but less than one-third of all voting power.

(b)

One-third or more but less than a majority of all voting power.

(c)

A majority or more of all voting power.

(2)

“CONTROL-SHARE ACQUISITION.”—As used in this section, “control-share acquisition” means the acquisition, directly or indirectly, by any person of ownership of, or the power to direct the exercise of voting power with respect to, issued and outstanding control shares.For purposes of this section, all shares, the beneficial ownership of which is acquired within 90 days before or after the date of the acquisition of the beneficial ownership of shares which result in a control share acquisition, and all shares the beneficial ownership of which is acquired pursuant to a plan to make a control-share acquisition shall be deemed to have been acquired in the same acquisition.For purposes of this section, a person who acquires shares in the ordinary course of business for the benefit of others in good faith and not for the purpose of circumventing this section has voting power only of shares in respect of which that person would be able to exercise or direct the exercise of votes without further instruction from others.The acquisition of any shares of an issuing public corporation does not constitute a control-share acquisition if the acquisition is consummated in any of the following circumstances:
Before July 2, 1987.
Pursuant to a contract existing before July 2, 1987.
Pursuant to the laws of intestate succession or pursuant to a gift or testamentary transfer.
Pursuant to the satisfaction of a pledge or other security interest created in good faith and not for the purpose of circumventing this section.
Pursuant to a merger or share exchange effected in compliance with s. 607.1101, s. 607.1102, s. 607.1103, s. 607.1104, or s. 607.1105, if the issuing public corporation is a party to the agreement of merger or plan of share exchange.
Pursuant to any savings, employee stock ownership, or other employee benefit plan of the issuing public corporation or any of its subsidiaries or any fiduciary with respect to any such plan when acting in such fiduciary capacity.
Pursuant to an acquisition of shares of an issuing public corporation if the acquisition has been approved by the board of directors of such issuing public corporation before acquisition.
The acquisition of shares of an issuing public corporation in good faith and not for the purpose of circumventing this section by or from:
Any person whose voting rights had previously been authorized by shareholders in compliance with this section; or
Any person whose previous acquisition of shares of an issuing public corporation would have constituted a control-share acquisition but for paragraph (d),

does not constitute a control-share acquisition, unless the acquisition entitles any person, directly or indirectly, alone or as a part of a group, to exercise or direct the exercise of voting power of the corporation in the election of directors in excess of the range of the voting power otherwise authorized.

For the purpose of this section, persons shall not be deemed to be part of a “group” if such persons join together to exercise or direct the exercise of the voting power of an issuing public corporation (whether through a voting trust, a shareholder agreement, or through other arrangements), and the voting trustee of any voting trust shall not be deemed to be an “acquiring person” if such persons or all the parties to the voting trust:
Are related by blood or marriage or are the personal representatives or trustees of such persons; and
Such persons were shareholders (or the beneficial owners of shares) of the issuing public corporation (or were trustees, personal representatives, or heirs of such shareholders or beneficial owners) on July 1, 1987, and have continued to be shareholders (or the beneficial owners of shares) of the issuing public corporation (or have been trustees, personal representatives, or heirs of such shareholders or beneficial owners) since that time.

(a)

As used in this section, “control-share acquisition” means the acquisition, directly or indirectly, by any person of ownership of, or the power to direct the exercise of voting power with respect to, issued and outstanding control shares.

(b)

For purposes of this section, all shares, the beneficial ownership of which is acquired within 90 days before or after the date of the acquisition of the beneficial ownership of shares which result in a control share acquisition, and all shares the beneficial ownership of which is acquired pursuant to a plan to make a control-share acquisition shall be deemed to have been acquired in the same acquisition.

(c)

For purposes of this section, a person who acquires shares in the ordinary course of business for the benefit of others in good faith and not for the purpose of circumventing this section has voting power only of shares in respect of which that person would be able to exercise or direct the exercise of votes without further instruction from others.

(d)

The acquisition of any shares of an issuing public corporation does not constitute a control-share acquisition if the acquisition is consummated in any of the following circumstances:Before July 2, 1987.Pursuant to a contract existing before July 2, 1987.Pursuant to the laws of intestate succession or pursuant to a gift or testamentary transfer.Pursuant to the satisfaction of a pledge or other security interest created in good faith and not for the purpose of circumventing this section.Pursuant to a merger or share exchange effected in compliance with s. 607.1101, s. 607.1102, s. 607.1103, s. 607.1104, or s. 607.1105, if the issuing public corporation is a party to the agreement of merger or plan of share exchange.Pursuant to any savings, employee stock ownership, or other employee benefit plan of the issuing public corporation or any of its subsidiaries or any fiduciary with respect to any such plan when acting in such fiduciary capacity.Pursuant to an acquisition of shares of an issuing public corporation if the acquisition has been approved by the board of directors of such issuing public corporation before acquisition.
1. Before July 2, 1987.
2. Pursuant to a contract existing before July 2, 1987.
3. Pursuant to the laws of intestate succession or pursuant to a gift or testamentary transfer.
4. Pursuant to the satisfaction of a pledge or other security interest created in good faith and not for the purpose of circumventing this section.
5. Pursuant to a merger or share exchange effected in compliance with s. 607.1101, s. 607.1102, s. 607.1103, s. 607.1104, or s. 607.1105, if the issuing public corporation is a party to the agreement of merger or plan of share exchange.
6. Pursuant to any savings, employee stock ownership, or other employee benefit plan of the issuing public corporation or any of its subsidiaries or any fiduciary with respect to any such plan when acting in such fiduciary capacity.
7. Pursuant to an acquisition of shares of an issuing public corporation if the acquisition has been approved by the board of directors of such issuing public corporation before acquisition.

(e)

The acquisition of shares of an issuing public corporation in good faith and not for the purpose of circumventing this section by or from:Any person whose voting rights had previously been authorized by shareholders in compliance with this section; orAny person whose previous acquisition of shares of an issuing public corporation would have constituted a control-share acquisition but for paragraph (d),

does not constitute a control-share acquisition, unless the acquisition entitles any person, directly or indirectly, alone or as a part of a group, to exercise or direct the exercise of voting power of the corporation in the election of directors in excess of the range of the voting power otherwise authorized.

1. Any person whose voting rights had previously been authorized by shareholders in compliance with this section; or
2. Any person whose previous acquisition of shares of an issuing public corporation would have constituted a control-share acquisition but for paragraph (d),

(f)

For the purpose of this section, persons shall not be deemed to be part of a “group” if such persons join together to exercise or direct the exercise of the voting power of an issuing public corporation (whether through a voting trust, a shareholder agreement, or through other arrangements), and the voting trustee of any voting trust shall not be deemed to be an “acquiring person” if such persons or all the parties to the voting trust:Are related by blood or marriage or are the personal representatives or trustees of such persons; andSuch persons were shareholders (or the beneficial owners of shares) of the issuing public corporation (or were trustees, personal representatives, or heirs of such shareholders or beneficial owners) on July 1, 1987, and have continued to be shareholders (or the beneficial owners of shares) of the issuing public corporation (or have been trustees, personal representatives, or heirs of such shareholders or beneficial owners) since that time.
1. Are related by blood or marriage or are the personal representatives or trustees of such persons; and
2. Such persons were shareholders (or the beneficial owners of shares) of the issuing public corporation (or were trustees, personal representatives, or heirs of such shareholders or beneficial owners) on July 1, 1987, and have continued to be shareholders (or the beneficial owners of shares) of the issuing public corporation (or have been trustees, personal representatives, or heirs of such shareholders or beneficial owners) since that time.

(3)

“INTERESTED SHARES.”—As used in this section, “interested shares” means the shares of an issuing public corporation in respect of which any of the following persons may exercise or direct the exercise of the voting power of the corporation in the election of directors:An acquiring person or member of a group with respect to a control-share acquisition.Any officer of the issuing public corporation.Any employee of the issuing public corporation who is also a director of the corporation.

(a)

An acquiring person or member of a group with respect to a control-share acquisition.

(b)

Any officer of the issuing public corporation.

(c)

Any employee of the issuing public corporation who is also a director of the corporation.

(4)

“ISSUING PUBLIC CORPORATION.”—As used in this section, “issuing public corporation” means a corporation that has:
One hundred or more shareholders;
Its principal place of business, its principal office, or substantial assets within this state; and
Either:
More than 10 percent of its shareholders resident in this state;
More than 10 percent of its shares owned by residents of this state; or
One thousand shareholders resident in this state.
The residence of a shareholder is presumed to be the address appearing in the records of the corporation.Shares held by banks (except as trustee or guardian), brokers, or nominees shall be disregarded for purposes of calculating the percentages or numbers described in this subsection.

(a)

As used in this section, “issuing public corporation” means a corporation that has:One hundred or more shareholders;Its principal place of business, its principal office, or substantial assets within this state; andEither:
More than 10 percent of its shareholders resident in this state;
More than 10 percent of its shares owned by residents of this state; or
One thousand shareholders resident in this state.
1. One hundred or more shareholders;
2. Its principal place of business, its principal office, or substantial assets within this state; and
3. Either:a. More than 10 percent of its shareholders resident in this state;b. More than 10 percent of its shares owned by residents of this state; orc. One thousand shareholders resident in this state.
a. More than 10 percent of its shareholders resident in this state;
b. More than 10 percent of its shares owned by residents of this state; or
c. One thousand shareholders resident in this state.

(b)

The residence of a shareholder is presumed to be the address appearing in the records of the corporation.

(c)

Shares held by banks (except as trustee or guardian), brokers, or nominees shall be disregarded for purposes of calculating the percentages or numbers described in this subsection.

(5)

LAW APPLICABLE TO CONTROL-SHARE VOTING RIGHTS.—Unless the corporation’s articles of incorporation or bylaws provide that this section does not apply to control-share acquisitions of shares of the corporation before the control-share acquisition, control shares of an issuing public corporation acquired in a control-share acquisition have only such voting rights as are conferred by subsection (9).

(6)

NOTICE OF CONTROL-SHARE ACQUISITION.—Any person who proposes to make or has made a control-share acquisition may at the person’s election deliver an acquiring person statement to the issuing public corporation at the issuing public corporation’s principal office. The acquiring person statement must set forth all of the following:The identity of the acquiring person and each other member of any group of which the person is a part for purposes of determining control shares.A statement that the acquiring person statement is given pursuant to this section.The number of shares of the issuing public corporation owned, directly or indirectly, by the acquiring person and each other member of the group.The range of voting power under which the control-share acquisition falls or would, if consummated, fall.If the control-share acquisition has not taken place:
A description in reasonable detail of the terms of the proposed control-share acquisition; and
Representations of the acquiring person, together with a statement, in reasonable detail of the facts upon which they are based, that the proposed control-share acquisition, if consummated, will not be contrary to law and that the acquiring person has the financial capacity to make the proposed control-share acquisition.

(a)

The identity of the acquiring person and each other member of any group of which the person is a part for purposes of determining control shares.

(b)

A statement that the acquiring person statement is given pursuant to this section.

(c)

The number of shares of the issuing public corporation owned, directly or indirectly, by the acquiring person and each other member of the group.

(d)

The range of voting power under which the control-share acquisition falls or would, if consummated, fall.

(e)

If the control-share acquisition has not taken place:A description in reasonable detail of the terms of the proposed control-share acquisition; andRepresentations of the acquiring person, together with a statement, in reasonable detail of the facts upon which they are based, that the proposed control-share acquisition, if consummated, will not be contrary to law and that the acquiring person has the financial capacity to make the proposed control-share acquisition.
1. A description in reasonable detail of the terms of the proposed control-share acquisition; and
2. Representations of the acquiring person, together with a statement, in reasonable detail of the facts upon which they are based, that the proposed control-share acquisition, if consummated, will not be contrary to law and that the acquiring person has the financial capacity to make the proposed control-share acquisition.

(7)

SHAREHOLDER MEETING TO DETERMINE CONTROL-SHARE VOTING RIGHTS.—If the acquiring person so requests at the time of delivery of an acquiring person statement and gives an undertaking to pay the corporation’s expenses of a special meeting, within 10 days thereafter, the directors of the issuing public corporation or others authorized to call such a meeting under the issuing public corporation’s articles of incorporation or bylaws shall call a special meeting of shareholders of the issuing public corporation for the purpose of considering the voting rights to be accorded the shares acquired or to be acquired in the control-share acquisition.Unless the acquiring person agrees in writing to another date, the special meeting of shareholders shall be held within 50 days after receipt by the issuing public corporation of the request.If the acquiring person so requests in writing at the time of delivery of the acquiring person statement, the special meeting must not be held sooner than 30 days after receipt by the issuing public corporation of the acquiring person statement.If no request is made, the voting rights to be accorded the shares acquired in the control-share acquisition shall be presented to the next special or annual meeting of the shareholders.

(a)

If the acquiring person so requests at the time of delivery of an acquiring person statement and gives an undertaking to pay the corporation’s expenses of a special meeting, within 10 days thereafter, the directors of the issuing public corporation or others authorized to call such a meeting under the issuing public corporation’s articles of incorporation or bylaws shall call a special meeting of shareholders of the issuing public corporation for the purpose of considering the voting rights to be accorded the shares acquired or to be acquired in the control-share acquisition.

(b)

Unless the acquiring person agrees in writing to another date, the special meeting of shareholders shall be held within 50 days after receipt by the issuing public corporation of the request.

(c)

If the acquiring person so requests in writing at the time of delivery of the acquiring person statement, the special meeting must not be held sooner than 30 days after receipt by the issuing public corporation of the acquiring person statement.

(d)

If no request is made, the voting rights to be accorded the shares acquired in the control-share acquisition shall be presented to the next special or annual meeting of the shareholders.

(8)

NOTICE OF SHAREHOLDER MEETING.—If a special meeting is requested, notice of the special meeting of shareholders shall be given as promptly as reasonably practicable by the issuing public corporation to all shareholders of record as of the record date set for the meeting, whether or not entitled to vote at the meeting.Notice of the special or annual shareholder meeting at which the voting rights are to be considered must include or be accompanied by each of the following:
A copy of the acquiring person statement delivered to the issuing public corporation pursuant to this section.
A statement by the board of directors of the corporation, authorized by its directors, of its position or recommendation, or that it is taking no position or making no recommendation, with respect to the proposed control-share acquisition.

(a)

If a special meeting is requested, notice of the special meeting of shareholders shall be given as promptly as reasonably practicable by the issuing public corporation to all shareholders of record as of the record date set for the meeting, whether or not entitled to vote at the meeting.

(b)

Notice of the special or annual shareholder meeting at which the voting rights are to be considered must include or be accompanied by each of the following:A copy of the acquiring person statement delivered to the issuing public corporation pursuant to this section.A statement by the board of directors of the corporation, authorized by its directors, of its position or recommendation, or that it is taking no position or making no recommendation, with respect to the proposed control-share acquisition.
1. A copy of the acquiring person statement delivered to the issuing public corporation pursuant to this section.
2. A statement by the board of directors of the corporation, authorized by its directors, of its position or recommendation, or that it is taking no position or making no recommendation, with respect to the proposed control-share acquisition.

(9)

RESOLUTION GRANTING CONTROL-SHARE VOTING RIGHTS.—Control shares acquired in a control-share acquisition have the same voting rights as were accorded the shares before the control-share acquisition only to the extent granted by resolution approved by the shareholders of the issuing public corporation.To be approved under this subsection, the resolution must be approved by:
Each class or series entitled to vote separately on the proposal by a majority of all the votes entitled to be cast by the class or series, with the holders of the outstanding shares of a class or series being entitled to vote as a separate class if the proposed control-share acquisition would, if fully carried out, result in any of the changes described in s. 607.1004; and
Each class or series entitled to vote separately on the proposal by a majority of all the votes entitled to be cast by that group, excluding all interested shares.
Any control shares that do not have voting rights because such rights were not accorded to such shares by approval of a resolution by the shareholders pursuant to paragraph (b) shall regain voting rights and shall no longer be deemed control shares upon a transfer to a person other than the acquiring person or associate or affiliate, as defined in s. 607.0901, of the acquiring person unless the acquisition of the shares by the other person constitutes a control-share acquisition, in which case the voting rights of the shares remain subject to the provisions of this section.

(a)

Control shares acquired in a control-share acquisition have the same voting rights as were accorded the shares before the control-share acquisition only to the extent granted by resolution approved by the shareholders of the issuing public corporation.

(b)

To be approved under this subsection, the resolution must be approved by:Each class or series entitled to vote separately on the proposal by a majority of all the votes entitled to be cast by the class or series, with the holders of the outstanding shares of a class or series being entitled to vote as a separate class if the proposed control-share acquisition would, if fully carried out, result in any of the changes described in s. 607.1004; andEach class or series entitled to vote separately on the proposal by a majority of all the votes entitled to be cast by that group, excluding all interested shares.
1. Each class or series entitled to vote separately on the proposal by a majority of all the votes entitled to be cast by the class or series, with the holders of the outstanding shares of a class or series being entitled to vote as a separate class if the proposed control-share acquisition would, if fully carried out, result in any of the changes described in s. 607.1004; and
2. Each class or series entitled to vote separately on the proposal by a majority of all the votes entitled to be cast by that group, excluding all interested shares.

(c)

Any control shares that do not have voting rights because such rights were not accorded to such shares by approval of a resolution by the shareholders pursuant to paragraph (b) shall regain voting rights and shall no longer be deemed control shares upon a transfer to a person other than the acquiring person or associate or affiliate, as defined in s. 607.0901, of the acquiring person unless the acquisition of the shares by the other person constitutes a control-share acquisition, in which case the voting rights of the shares remain subject to the provisions of this section.

(10)

REDEMPTION OF CONTROL SHARES.—If authorized in a corporation’s articles of incorporation or bylaws before a control-share acquisition has occurred, control shares acquired in a control-share acquisition with respect to which no acquiring person statement has been filed with the issuing public corporation may, at any time during the period ending 60 days after the last acquisition of control shares by the acquiring person, be subject to redemption by the corporation at the fair value thereof pursuant to the procedures adopted by the corporation.Control shares acquired in a control-share acquisition are not subject to redemption after an acquiring person statement has been filed unless the shares are not accorded full voting rights by the shareholders as provided in subsection (9).

(a)

If authorized in a corporation’s articles of incorporation or bylaws before a control-share acquisition has occurred, control shares acquired in a control-share acquisition with respect to which no acquiring person statement has been filed with the issuing public corporation may, at any time during the period ending 60 days after the last acquisition of control shares by the acquiring person, be subject to redemption by the corporation at the fair value thereof pursuant to the procedures adopted by the corporation.

(b)

Control shares acquired in a control-share acquisition are not subject to redemption after an acquiring person statement has been filed unless the shares are not accorded full voting rights by the shareholders as provided in subsection (9).

Source: Section 607.0902 — Control-share acquisitions, https://www.­flsenate.­gov/Laws/Statutes/2024/0607.­0902 (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

§ 607.0902. Control-share acquisitions's source at flsenate​.gov