Fla. Stat. 628.111
Amendment of articles of incorporation; mutual insurer


(1)

A domestic mutual insurer may amend its articles of incorporation by vote of a majority of those members present or represented by proxy at a lawful meeting of its members, if the notice given members included due notice of the proposal to amend.

(2)(a)

Upon adoption of the amendment, the insurer shall make in triplicate under its corporate seal a certificate thereof, setting forth the amendment and the date and manner of the adoption thereof, which certificate shall be executed by the insurer’s president or vice president and secretary or assistant secretary and acknowledged before an officer authorized to take acknowledgments. The insurer shall deliver the triplicate originals of the certificate to the office, together with the filing fee specified in s. 624.501.The office shall promptly examine the certificate of amendment; and, if it finds that the certificate and the amendment comply with law, it shall endorse its approval upon each of the triplicate originals, place one on file in its office, and return the remaining sets to the insurer. The insurer shall forthwith file such endorsed certificates of amendment with the Department of State. The amendment shall be effective when filed with and approved by the Department of State.

(2)(a)

Upon adoption of the amendment, the insurer shall make in triplicate under its corporate seal a certificate thereof, setting forth the amendment and the date and manner of the adoption thereof, which certificate shall be executed by the insurer’s president or vice president and secretary or assistant secretary and acknowledged before an officer authorized to take acknowledgments. The insurer shall deliver the triplicate originals of the certificate to the office, together with the filing fee specified in s. 624.501.

(b)

The office shall promptly examine the certificate of amendment; and, if it finds that the certificate and the amendment comply with law, it shall endorse its approval upon each of the triplicate originals, place one on file in its office, and return the remaining sets to the insurer. The insurer shall forthwith file such endorsed certificates of amendment with the Department of State. The amendment shall be effective when filed with and approved by the Department of State.

(3)

If the office finds that the proposed amendment or certificate does not comply with the law, it shall not approve the same, and shall return the triplicate certificate of amendment to the insurer.

Source: Section 628.111 — Amendment of articles of incorporation; mutual insurer, https://www.­flsenate.­gov/Laws/Statutes/2024/0628.­111 (accessed Aug. 7, 2025).

628.011
Scope of part
628.021
“Stock insurer” defined
628.031
“Mutual insurer” defined
628.041
Applicability of general corporation statutes
628.051
Application for permit to form insurer
628.061
Investigation of proposed organization
628.071
Granting, denial of permit
628.081
Incorporation of domestic insurer
628.091
Filing, approval of articles of incorporation
628.101
Amendment of certificate of incorporation
628.111
Amendment of articles of incorporation
628.121
Capital stock
628.131
Limitation on organization and stock sales expenses
628.151
Insurance business exclusive
628.152
Domestic stock insurers
628.161
Initial qualifications
628.171
Formation of mutual insurer
628.221
Bylaws of mutual insurer
628.231
Directors
628.251
Management and exclusive agency contracts
628.255
Person with effective control cannot receive commission unless contract approved
628.261
Notice of change of director or officer
628.271
Office and records
628.281
Exceptions to requirement that office, records, and assets be maintained in this state
628.291
Unauthorized transactions in other states
628.301
Membership in mutual insurer
628.341
Nonassessable policies
628.351
Nonassessable policies
628.361
Participating policies
628.371
Dividends to stockholders
628.381
Dividends to mutual policyholders
628.391
Illegal dividends
628.401
Borrowed surplus
628.411
Impairment of capital or assets
628.421
Assessment of stockholders or members
628.431
Mutualization of stock insurers
628.441
Converting mutual insurer
628.451
Merger or share exchange of stock insurers and other entities
628.461
Acquisition of controlling stock
628.471
Mergers
628.481
Bulk reinsurance
628.491
Mergers and consolidations
628.501
Mutual member’s share of assets on liquidation
628.511
Ownership or transfer of securities without physical delivery of certificates
628.520
Change of domicile of a foreign insurer
628.525
Change of domicile of a domestic insurer
628.530
Effects of redomestication
628.535
Authority to adopt rules
628.4615
Specialty insurers

Current through Fall 2025

§ 628.111. Amendment of articles of incorporation; mutual insurer's source at flsenate​.gov