Florida Senate - 2014                        COMMITTEE AMENDMENT
       Bill No. SB 654
       
       
       
       
       
       
                                Ì380342{Î380342                         
       
                              LEGISLATIVE ACTION                        
                    Senate             .             House              
                  Comm: RCS            .                                
                  02/18/2014           .                                
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       following:
       
    1         Senate Amendment (with title amendment)
    2  
    3         Delete everything after the enacting clause
    4  and insert:
    5         Section 1. Subsection (1) of section 605.0112, Florida
    6  Statutes, is amended to read:
    7         605.0112 Name.—
    8         (1) The name of a limited liability company:
    9         (a) Must contain the words “limited liability company” or
   10  the abbreviation “L.L.C.” or “LLC.;
   11         (b) Must be distinguishable in the records of the Division
   12  of Corporations of the department from the names of all other
   13  entities or filings that are on file with the division, except
   14  fictitious name registrations pursuant to s. 865.09, general
   15  partnership registrations pursuant to s. 620.8105, and limited
   16  liability partnership statements pursuant to s. 620.9001 which
   17  are organized, registered, or reserved under the laws of this
   18  state, which names are on file with the division; however, a
   19  limited liability company may register under a name that is not
   20  otherwise distinguishable on the records of the division with
   21  the written consent of the owner entity if, provided the consent
   22  is filed with the division at the time of registration of such
   23  name. A name that is different from the name of another entity
   24  or filing due to any of the following is not considered
   25  distinguishable:
   26         1. A suffix.
   27         2. A definite or indefinite article.
   28         3. The word “and” and the symbol “&.”
   29         4. The singular, plural, or possessive form of a word.
   30         5. A recognized abbreviation of a root word.
   31         6. A punctuation mark or a symbol.;
   32         (c) May not contain language stating or implying that the
   33  limited liability company is organized for a purpose other than
   34  a purpose authorized in this chapter and its articles of
   35  organization.; and
   36         (d) May not contain language stating or implying that the
   37  limited liability company is connected with a state or federal
   38  government agency or a corporation or other entity chartered
   39  under the laws of the United States.
   40         Section 2. Sections 607.0101 through 607.193, Florida
   41  Statutes, are designated as part I of chapter 607, Florida
   42  Statutes, and entitled “CORPORATIONS.”
   43         Section 3. Section 607.0101, Florida Statutes, is amended
   44  to read:
   45         607.0101 Short title.—This part act shall be known and may
   46  be cited as the “Florida Business Corporation Act.”
   47         Section 4. Section 607.0401, Florida Statutes, is amended
   48  to read:
   49         607.0401 Corporate name.—A corporate name:
   50         (1) Must contain the word “corporation,” “company,” or
   51  “incorporated” or the abbreviation “Corp.,” “Inc.,” or “Co.,” or
   52  the designation “Corp,” “Inc,” or “Co,” as will clearly indicate
   53  that it is a corporation instead of a natural person,
   54  partnership, or other business entity.;
   55         (2) May not contain language stating or implying that the
   56  corporation is organized for a purpose other than that permitted
   57  in this act and its articles of incorporation.;
   58         (3) May not contain language stating or implying that the
   59  corporation is connected with a state or federal government
   60  agency or a corporation chartered under the laws of the United
   61  States.; and
   62         (4) Must be distinguishable from the names of all other
   63  entities or filings that are on file with the Division of
   64  Corporations, except fictitious name registrations pursuant to
   65  s. 865.09, general partnership registrations pursuant to s.
   66  620.8105, and limited liability partnership statements pursuant
   67  to s. 620.9001 which are organized, registered, or reserved
   68  under the laws of this state, which names are on file with the
   69  Division of Corporations. A name that is different from the name
   70  of another entity or filing due to any of the following is not
   71  considered distinguishable:
   72         (a)A suffix.
   73         (b)A definite or indefinite article.
   74         (c)The word “and” and the symbol “&.”
   75         (d)The singular, plural, or possessive form of a word.
   76         (e)A recognized abbreviation of a root word.
   77         (f)A punctuation mark or a symbol.
   78         (5) The name of the corporation As filed with the
   79  Department of State, is shall be for public notice only and does
   80  shall not alone create any presumption of ownership beyond that
   81  which is created under the common law.
   82         Section 5. Subsection (1) of section 607.1302, Florida
   83  Statutes, is amended to read:
   84         607.1302 Right of shareholders to appraisal.—
   85         (1) A shareholder of a domestic corporation is entitled to
   86  appraisal rights, and to obtain payment of the fair value of
   87  that shareholder’s shares, in the event of any of the following
   88  corporate actions:
   89         (a) Consummation of a conversion of such corporation
   90  pursuant to s. 607.1112 if shareholder approval is required for
   91  the conversion and the shareholder is entitled to vote on the
   92  conversion under ss. 607.1103 and 607.1112(6), or the
   93  consummation of a merger to which such corporation is a party if
   94  shareholder approval is required for the merger under s.
   95  607.1103 and the shareholder is entitled to vote on the merger
   96  or if such corporation is a subsidiary and the merger is
   97  governed by s. 607.1104;
   98         (b) Consummation of a share exchange to which the
   99  corporation is a party as the corporation whose shares will be
  100  acquired if the shareholder is entitled to vote on the exchange,
  101  except that appraisal rights are shall not be available to any
  102  shareholder of the corporation with respect to any class or
  103  series of shares of the corporation that is not exchanged;
  104         (c) Consummation of a disposition of assets pursuant to s.
  105  607.1202 if the shareholder is entitled to vote on the
  106  disposition, including a sale in dissolution but not including a
  107  sale pursuant to court order or a sale for cash pursuant to a
  108  plan by which all or substantially all of the net proceeds of
  109  the sale will be distributed to the shareholders within 1 year
  110  after the date of sale;
  111         (d) An amendment of the articles of incorporation with
  112  respect to the class or series of shares which reduces the
  113  number of shares of a class or series owned by the shareholder
  114  to a fraction of a share if the corporation has the obligation
  115  or right to repurchase the fractional share so created;
  116         (e) Any other amendment to the articles of incorporation,
  117  merger, share exchange, or disposition of assets to the extent
  118  provided by the articles of incorporation, bylaws, or a
  119  resolution of the board of directors, except that no bylaw or
  120  board resolution providing for appraisal rights may be amended
  121  or otherwise altered except by shareholder approval; or
  122         (f) With regard to a class of shares prescribed in the
  123  articles of incorporation prior to October 1, 2003, including
  124  any shares within that class subsequently authorized by
  125  amendment, any amendment of the articles of incorporation if the
  126  shareholder is entitled to vote on the amendment and if such
  127  amendment would adversely affect such shareholder by:
  128         1. Altering or abolishing any preemptive rights attached to
  129  any of his or her shares;
  130         2. Altering or abolishing the voting rights pertaining to
  131  any of his or her shares, except as such rights may be affected
  132  by the voting rights of new shares then being authorized of any
  133  existing or new class or series of shares;
  134         3. Effecting an exchange, cancellation, or reclassification
  135  of any of his or her shares, when such exchange, cancellation,
  136  or reclassification would alter or abolish the shareholder’s
  137  voting rights or alter his or her percentage of equity in the
  138  corporation, or effecting a reduction or cancellation of accrued
  139  dividends or other arrearages in respect to such shares;
  140         4. Reducing the stated redemption price of any of the
  141  shareholder’s redeemable shares, altering or abolishing any
  142  provision relating to any sinking fund for the redemption or
  143  purchase of any of his or her shares, or making any of his or
  144  her shares subject to redemption when they are not otherwise
  145  redeemable;
  146         5. Making noncumulative, in whole or in part, dividends of
  147  any of the shareholder’s preferred shares which had theretofore
  148  been cumulative;
  149         6. Reducing the stated dividend preference of any of the
  150  shareholder’s preferred shares; or
  151         7. Reducing any stated preferential amount payable on any
  152  of the shareholder’s preferred shares upon voluntary or
  153  involuntary liquidation;.
  154         (g) An amendment of the articles of incorporation of a
  155  social purpose corporation to which s. 607.504 or s. 607.505
  156  applies;
  157         (h) An amendment of the articles of incorporation of a
  158  benefit corporation to which s. 607.604 or s. 607.605 applies;
  159         (i) A merger, conversion, or share exchange of a social
  160  purpose corporation to which s. 607.504 applies; or
  161         (j) A merger, conversion, or share exchange of a benefit
  162  corporation to which s. 607.604 applies.
  163         Section 6. Sections 607.501 through 607.513, Florida
  164  Statutes, are designated as part II of chapter 607, Florida
  165  Statutes, and entitled “SOCIAL PURPOSE CORPORATIONS.”
  166         Section 7. Section 607.501, Florida Statutes, is created to
  167  read:
  168         607.501Application and effect of part.—
  169         (1) This part applies to a social purpose corporation and
  170  does not affect a corporation that is not a social purpose
  171  corporation.
  172         (2) Except as otherwise provided in this part, this chapter
  173  applies generally to all social purpose corporations.
  174         (3) A social purpose corporation may be simultaneously
  175  subject to this part and to one or more chapters, including
  176  chapter 621. In such event, this part takes precedence with
  177  respect to a social purpose corporation.
  178         (4) Except as authorized by this part, a provision of the
  179  articles of incorporation or bylaws of a social purpose
  180  corporation, or a shareholders agreement among shareholders of a
  181  social purpose corporation, may not limit, be inconsistent with,
  182  or supersede a provision of this part.
  183         Section 8. Section 607.502, Florida Statutes, is created to
  184  read:
  185         607.502Definitions.—As used in this part, unless the
  186  context otherwise requires, the term:
  187         (1)“Benefit director” means:
  188         (a) The director designated as the benefit director of a
  189  social purpose corporation under s. 607.508; or
  190         (b) A person with one or more of the powers, duties, or
  191  rights of a benefit director to the extent provided in the
  192  articles of incorporation or bylaws under s. 607.508.
  193         (2)“Benefit enforcement proceeding” means a claim or
  194  action for:
  195         (a) The failure of a social purpose corporation to pursue
  196  or create a public benefit or a specific public benefit
  197  established in its articles of incorporation; or
  198         (b) A violation of any obligation, duty, or standard of
  199  conduct under this part.
  200         (3)“Benefit officer” means the individual designated as
  201  the benefit officer of a social purpose corporation under s.
  202  607.510.
  203         (4)“Independent” means not having a material relationship
  204  with the social purpose corporation or a subsidiary of the
  205  social purpose corporation. A person does not have a material
  206  relationship solely by virtue of serving as the benefit director
  207  or benefit officer of the social purpose corporation or a
  208  subsidiary of the social purpose corporation. In determining
  209  whether a director or officer is independent, a material
  210  relationship between an individual and a social purpose
  211  corporation or any of its subsidiaries will be conclusively
  212  presumed to exist, at the time independence is to be determined,
  213  if any of the following apply:
  214         (a) The individual is or was within the prior 3 years an
  215  employee, other than a benefit officer, of the social purpose
  216  corporation or a subsidiary.
  217         (b) An immediate family member of the individual is or was
  218  within the prior 3 years an executive officer, other than a
  219  benefit officer, of the social purpose corporation or a
  220  subsidiary.
  221         (c) When ownership is calculated as if all outstanding
  222  rights to acquire equity interests in the social purpose
  223  corporation had been exercised, there is beneficial or record
  224  ownership of 5 percent or more of the outstanding shares of the
  225  social purpose corporation by:
  226         1. The individual; or
  227         2. An entity:
  228         a.Of which the individual is a director, an officer, or a
  229  manager; or
  230         b.In which, when ownership is calculated as if all
  231  outstanding rights to acquire equity interests in the entity had
  232  been exercised, the individual owns beneficially or of record 5
  233  percent or more of the outstanding equity interests.
  234         (5) “Minimum status vote” means:
  235         (a) In the case of a corporation that is to become a social
  236  purpose corporation, whether by amendment of the articles of
  237  incorporation or by way of or pursuant to a merger, conversion,
  238  or share exchange; a social purpose corporation whose articles
  239  of incorporation are to be amended pursuant to s. 607.506(2); or
  240  a social purpose corporation that is to cease being a social
  241  purpose corporation, in addition to any other required approval
  242  or vote, the satisfaction of the following conditions:
  243         1. The holders of each class or series of shares shall be
  244  entitled to vote as a separate voting group on the corporate
  245  action regardless of any limitation on the voting rights of any
  246  class or series stated in the articles of incorporation or
  247  bylaws.
  248         2. The corporate action is approved by vote of each class
  249  or series of shares entitled to vote by at least two-thirds of
  250  the total votes of the class or series.
  251         (b) In the case of a domestic entity, other than a
  252  corporation, which is to be simultaneously converted to a social
  253  purpose corporation or merged into a social purpose corporation,
  254  in addition to any other required approval, vote, or consent,
  255  the satisfaction of the following conditions:
  256         1. The holders of each class or series of equity interest
  257  in the entity who are entitled to receive a distribution of any
  258  kind are entitled, as a separate voting group, to vote on or
  259  consent to the action regardless of any applicable limitation on
  260  the voting or consent rights of any class or series.
  261         2. The action is approved by vote or consent of each class
  262  or series of equity interest described in subparagraph 1. who
  263  are entitled to vote by at least two-thirds of the votes or
  264  consent of the class or series.
  265         (6)“Public benefit” means a positive effect, or the
  266  minimization of negative effects taken as a whole, on the
  267  environment or on one or more categories of persons or entities
  268  other than shareholders in their capacity as shareholders, of an
  269  artistic, charitable, economic, educational, cultural, literary,
  270  religious, social, ecological, or scientific nature, from the
  271  business and operations of a social purpose corporation. The
  272  term includes, but is not limited to, the following:
  273         (a) Providing low-income or underserved individuals or
  274  communities with beneficial products or services.
  275         (b) Promoting economic opportunity for individuals or
  276  communities beyond the creation of jobs in the normal course of
  277  business.
  278         (c) Protecting or restoring the environment.
  279         (d) Improving human health.
  280         (e) Promoting the arts, sciences, or advancement of
  281  knowledge.
  282         (f) Increasing the flow of capital to entities that have as
  283  their stated purpose the provision of a benefit to society or
  284  the environment.
  285         (7)“Social purpose corporation” means a corporation that
  286  is formed, or has elected to become, subject to this part, the
  287  status of which as a social purpose corporation has not been
  288  terminated.
  289         (8)“Specific public benefit” means a benefit identified as
  290  a purpose of the social purpose corporation which is set forth
  291  in the articles of incorporation and is consistent with a public
  292  benefit.
  293         (9)“Subsidiary” means, in relation to a person other than
  294  an individual, an entity in which the person owns beneficially
  295  or of record 50 percent or more of the outstanding equity
  296  interests.
  297         (10)“Third-party standard” means a recognized standard for
  298  defining, reporting, and assessing the societal and
  299  environmental performance of a business which is:
  300         (a) Comprehensive, because it assesses the effect of the
  301  business and its operations upon the interests listed in s.
  302  607.507(1)(a).
  303         (b) Developed by an entity that is not controlled by the
  304  social purpose corporation.
  305         (c) Credible, because it is developed by an entity that has
  306  access to necessary expertise to assess the overall effect of
  307  the business and uses a balanced, collaborative approach to
  308  develop the standard, including a period for public comment.
  309         (d) Transparent, because the following information is
  310  publicly available:
  311         1. The criteria considered under the standard when
  312  measuring the overall effect of the business and its operations
  313  upon the interests provided in s. 607.507(1)(a) and the relative
  314  weights, if any, of those criteria; and
  315         2. The process used in the development and revision of the
  316  third-party standard regarding the identity of the directors,
  317  officers, material owners, and governing body of the entity that
  318  developed and controls revisions to the standard; the process by
  319  which revisions to the standard and changes to the membership of
  320  the governing body are made; and an accounting of the revenue
  321  and sources of financial support for the entity with sufficient
  322  detail to disclose any relationships that could reasonably be
  323  considered to present a potential conflict of interest.
  324         Section 9. Section 607.503, Florida Statutes, is created to
  325  read:
  326         607.503Incorporation.—To incorporate as a social purpose
  327  corporation, an incorporator must satisfy the requirements of
  328  this chapter, and the articles of incorporation must state that
  329  the corporation is a social purpose corporation under this part.
  330         Section 10. Section 607.504, Florida Statutes, is created
  331  to read:
  332         607.504Election of social purpose corporation status.—
  333         (1)An existing corporation may become a social purpose
  334  corporation under this part by amending its articles of
  335  incorporation to include a statement that the corporation is a
  336  social purpose corporation under this part. The amendment must
  337  be adopted by the minimum status vote.
  338         (2)A plan of merger, conversion, or share exchange must be
  339  adopted by the minimum status vote if an entity that is not a
  340  social purpose corporation is a party to the merger or
  341  conversion or if the exchanging entity in a share exchange and
  342  the surviving, new, or resulting entity is, or will be, a social
  343  purpose corporation.
  344         (3) If an entity elects to become a social purpose
  345  corporation by amendment of the articles of incorporation or by
  346  a merger, conversion, or share exchange, the shareholders of the
  347  entity are entitled to appraisal rights under and pursuant to
  348  ss. 607.1301-607.1333.
  349         Section 11. Section 607.505, Florida Statutes, is created
  350  to read:
  351         607.505Termination of social purpose corporation status.—
  352         (1)A social purpose corporation may terminate its status
  353  as such and cease to be subject to this part by amending its
  354  articles of incorporation to delete the provision required under
  355  s. 607.503 or s. 607.504. The amendment must be adopted by the
  356  minimum status vote.
  357         (2)A plan of merger, conversion, or share exchange which
  358  has the effect of terminating the status of a corporation as a
  359  social purpose corporation must be adopted by the minimum status
  360  vote. A sale, lease, exchange, or other disposition of all or
  361  substantially all of the assets of a social purpose corporation
  362  is not effective unless the transaction is approved by the
  363  minimum status vote. However, a minimum status vote is not
  364  required if the transaction is in the usual and regular course
  365  of business, is pursuant to court order, or is a sale pursuant
  366  to which all or a substantial portion of the net proceeds of the
  367  sale will be distributed to the shareholders within 1 year after
  368  the date of the sale.
  369         (3) If a corporation’s status as a social purpose
  370  corporation is terminated pursuant to subsection (1) or
  371  subsection (2), shareholders of the corporation are entitled to
  372  appraisal rights under and pursuant to ss. 607.1301-607.1333.
  373         Section 12. Section 607.506, Florida Statutes, is created
  374  to read:
  375         607.506Corporate purpose.—
  376         (1)A social purpose corporation has the purpose of
  377  creating a public benefit. This purpose is in addition to its
  378  purpose under s. 607.0301.
  379         (2)The articles of incorporation of a social purpose
  380  corporation may identify one or more specific public benefits as
  381  its purpose in addition to its purposes under s. 607.0301 and
  382  subsection (1). A social purpose corporation may amend its
  383  articles of incorporation to add, amend, or delete the
  384  identification of a specific public benefit purpose; however,
  385  the amendment must be adopted by the minimum status vote.
  386         (3)The creation of a public benefit and a specific public
  387  benefit under subsections (1) and (2) is deemed to be in the
  388  best interest of the social purpose corporation.
  389         (4)A professional corporation that is a social purpose
  390  corporation does not violate s. 621.08 by having as its purpose
  391  the creation of a public benefit or a specific public benefit.
  392         Section 13. Section 607.507, Florida Statutes, is created
  393  to read:
  394         607.507Standard of conduct for directors.—
  395         (1)In discharging their duties and in considering the best
  396  interests of the social purpose corporation, the directors:
  397         (a) Shall consider the effects of any action or inaction
  398  upon:
  399         1. The shareholders of the social purpose corporation; and
  400         2. The ability of the social purpose corporation to
  401  accomplish its public benefit or any specific public benefit
  402  purpose.
  403         (b) May consider the effects of any action or inaction upon
  404  any of the following:
  405         1. The employees and work force of the social purpose
  406  corporation, its subsidiaries, and its suppliers.
  407         2. The interests of customers and suppliers as
  408  beneficiaries of the public benefit or specific public benefits
  409  of the social purpose corporation.
  410         3. Community and societal factors, including those of each
  411  community in which offices or facilities of the social purpose
  412  corporation, its subsidiaries, or its suppliers are located.
  413         4. The local and global environment.
  414         5. The short-term and long-term interests of the social
  415  purpose corporation, including benefits that may accrue to the
  416  social purpose corporation from its long-term plans and the
  417  possibility that these interests may be best served by the
  418  continued independence of the social purpose corporation.
  419         (c) May consider other pertinent factors or the interests
  420  of any other group that they deem appropriate.
  421         (d)Are not required to give priority to the interests of a
  422  particular person or group referred to in paragraph (a),
  423  paragraph (b), or paragraph (c) unless the social purpose
  424  corporation states in its articles of incorporation its
  425  intention to give such priority.
  426         (e) Are not required to give equal weight to the interests
  427  of any particular person or group referred to in paragraph (a),
  428  paragraph (b), or paragraph (c) unless the social purpose
  429  corporation has stated in its articles of incorporation its
  430  intention to give such equal weight.
  431         (2)Except as provided in the articles of incorporation, a
  432  director is not personally liable for monetary damages to the
  433  corporation, or to any other person, for the failure of the
  434  social purpose corporation to pursue or create a public benefit
  435  or a specific public benefit. A director is subject to the
  436  duties specified in s. 607.0830.
  437         (3)Except as provided in the articles of incorporation, a
  438  director does not have a duty to a person who is a beneficiary
  439  of the public benefit purpose or any one or more specific public
  440  benefit purposes of a social purpose corporation.
  441         Section 14. Section 607.508, Florida Statutes, is created
  442  to read:
  443         607.508Benefit director.—
  444         (1)If the articles of incorporation so provide, the board
  445  of directors of a social purpose corporation may include a
  446  director who is designated as the benefit director and, in
  447  addition to the powers, duties, rights, and immunities of the
  448  other directors of the social purpose corporation, has the
  449  powers, duties, rights, and immunities provided in this part.
  450         (2)The benefit director shall be elected, and may be
  451  removed, in the manner provided by this chapter. Except as
  452  provided under subsection (5), the benefit director shall be
  453  independent and may serve as a benefit officer. The articles of
  454  incorporation or bylaws may prescribe additional qualifications
  455  of the benefit director.
  456         (3)Unless the articles of incorporation or bylaws provide
  457  otherwise, the benefit director shall prepare, and the social
  458  purpose corporation shall include in the annual benefit report
  459  to shareholders required under s. 607.512, the opinion of the
  460  benefit director on the following:
  461         (a) Whether the social purpose corporation in all material
  462  respects acted in accordance with its public benefit purpose and
  463  any specific public benefit purpose during the period covered by
  464  the report.
  465         (b) Whether the directors and officers complied with ss.
  466  607.507(1) and 607.509(1).
  467         (c) Whether the social purpose corporation or its directors
  468  or officers failed to comply with paragraph (a) or s. 607.507(1)
  469  or s. 607.509(1), including a description of the ways in which
  470  the social purpose corporation or its directors or officers
  471  failed to comply.
  472         (4)The action or inaction of an individual in his or her
  473  capacity as a benefit director shall constitute for all purposes
  474  an action or inaction of that individual in his or her capacity
  475  as a director of the social purpose corporation.
  476         (5) The benefit director of a corporation formed under
  477  chapter 621 is not required to be independent.
  478         Section 15. Section 607.509, Florida Statutes, is created
  479  to read:
  480         607.509Standard of conduct for officers.—
  481         (1)If an officer of a social purpose corporation
  482  reasonably believes that a matter may have a material effect on
  483  the ability of the corporation to create a public benefit or a
  484  specific public benefit identified in the articles of
  485  incorporation and the officer has discretion to act on the
  486  matter, the officer shall consider the interests and factors
  487  provided in s. 607.507(1).
  488         (2)The officer’s consideration of interests and factors
  489  under subsection (1) does not constitute a violation of s.
  490  607.0841.
  491         (3)Except as provided in the articles of incorporation, an
  492  officer is not personally liable for monetary damages to the
  493  corporation or any other person for the failure of the social
  494  purpose corporation to pursue or create a public benefit or a
  495  specific public benefit; however, he or she is subject to s.
  496  607.0841.
  497         (4)Except as provided in the articles of incorporation, an
  498  officer does not have any duty to a person who is a beneficiary
  499  of the public benefit purpose or any specific public benefit
  500  purpose of a social purpose corporation arising from the status
  501  of the person as a beneficiary.
  502         Section 16. Section 607.510, Florida Statutes, is created
  503  to read:
  504         607.510Benefit officer.—
  505         (1)A social purpose corporation may designate an officer
  506  as the benefit officer.
  507         (2)The benefit officer has the powers and duties set forth
  508  in the bylaws or determined by the board of directors, which may
  509  include, but are not limited to:
  510         (a) Powers and duties relating to the public benefit or a
  511  specific public benefit purpose of the corporation; and
  512         (b) The duty to prepare the annual benefit report required
  513  under s. 607.512.
  514         Section 17. Section 607.511, Florida Statutes, is created
  515  to read:
  516         607.511Right of action.—
  517         (1)(a) Except in a benefit enforcement proceeding, a person
  518  may not bring an action or assert a claim against a social
  519  purpose corporation or its directors or officers with respect
  520  to:
  521         1. A failure to pursue or create a public benefit or a
  522  specific public benefit set forth in its articles of
  523  incorporation; or
  524         2. A violation of an obligation, duty, or standard of
  525  conduct under this part.
  526         (b) A social purpose corporation is not liable for monetary
  527  damages under this part for the failure of the social purpose
  528  corporation to pursue or create a public benefit or a specific
  529  public benefit.
  530         (2)A benefit enforcement proceeding may be commenced or
  531  maintained only:
  532         (a) Directly by the social purpose corporation; or
  533         (b) Derivatively by:
  534         1. A shareholder of record on the date of the action or
  535  inaction complained of in the benefit enforcement proceeding;
  536         2. A director;
  537         3. A person or group of persons that owns beneficially or
  538  of record 5 percent or more of the outstanding equity interests
  539  in an entity of which the social purpose corporation is a
  540  subsidiary on the date of the action or inaction complained of
  541  in the benefit enforcement proceeding; or
  542         4. Any other person who is specified in the articles of
  543  incorporation or bylaws of the social purpose corporation.
  544         Section 18. Section 607.512, Florida Statutes, is created
  545  to read:
  546         607.512Preparation of annual benefit report.—
  547         (1)Unless it is prepared by a benefit director or benefit
  548  officer, the board of directors shall prepare an annual benefit
  549  report. The annual benefit report must include all of the
  550  following:
  551         (a) A narrative description of:
  552         1. The ways in which the social purpose corporation pursued
  553  a public benefit during the year and the extent to which a
  554  public benefit was created.
  555         2. Any circumstance that has hindered the pursuit or
  556  creation of a public benefit by the social purpose corporation.
  557         3. The process and rationale for selecting or changing the
  558  third-party standard used to prepare the benefit report, if the
  559  articles of incorporation of the social purpose corporation
  560  require, or the board of directors determines, that the annual
  561  benefit report must be prepared in accordance with a third-party
  562  standard.
  563         (b) If the articles of incorporation of the social purpose
  564  corporation require, or the board of directors determines, that
  565  the annual benefit report must be prepared in accordance with a
  566  third-party standard, the third-party standard must be:
  567         1. Applied consistently with any previous application in
  568  prior annual benefit reports; or
  569         2. Accompanied by an explanation of the reasons for
  570  inconsistent application or any change in the standard from the
  571  immediate prior report.
  572         (c) The name of the benefit director and the benefit
  573  officer, if those positions exist, and the respective addresses
  574  to which correspondence may be directed.
  575         (d) If the corporation has a benefit director, his or her
  576  statement as provided in s. 607.508(3).
  577         (e) If the articles of incorporation of the social purpose
  578  corporation require, or the board of directors determines, that
  579  the annual benefit report must be prepared in accordance with a
  580  third-party standard, a statement of any connection between the
  581  organization that established the third-party standard, or its
  582  directors, officers, or any holder of 5 percent or more of the
  583  governance interests in the organization, and the social purpose
  584  corporation or its directors, officers, or any holder of 5
  585  percent or more of the outstanding shares of the social purpose
  586  corporation, including any financial or governance relationship
  587  that might materially affect the credibility of the use of the
  588  third-party standard.
  589         (2) If, during the year covered by an annual benefit
  590  report, a benefit director resigned from, or refused to stand
  591  for reelection to, his or her position, or was removed from his
  592  or her position, and he or she furnished written correspondence
  593  to the social purpose corporation concerning the circumstances
  594  surrounding his or her departure, that correspondence must be
  595  included as an exhibit in the annual benefit report.
  596         (3)The annual benefit report and the assessment of the
  597  performance of the social purpose corporation in the annual
  598  benefit report required under paragraph (1)(b) are not required
  599  to be audited or certified by a third-party standards provider.
  600         Section 19. Section 607.513, Florida Statutes, is created
  601  to read:
  602         607.513Availability of annual benefit report.—
  603         (1)Each social purpose corporation shall send its annual
  604  benefit report to each shareholder:
  605         (a) Within 120 days after the end of the fiscal year of the
  606  social purpose corporation; or
  607         (b) At the same time that the social purpose corporation
  608  delivers any other annual report to its shareholders.
  609         (2)A social purpose corporation shall post each annual
  610  benefit report on the public portion of its website, if any, and
  611  it shall remain posted for at least 3 years.
  612         (3)If a social purpose corporation does not have a
  613  website, the corporation shall provide a copy of its most recent
  614  annual benefit report, without charge, to any person who
  615  requests a copy.
  616         (4) If a social purpose corporation does not comply with
  617  the annual benefit report delivery requirement, the circuit
  618  court in the county in which the principal office of the social
  619  purpose corporation is located or, if no office is located in
  620  this state, the county in which its registered office is
  621  located, may, after a shareholder of the social purpose
  622  corporation requests a copy, summarily order the corporation to
  623  furnish the annual benefit report. If the court orders the
  624  annual benefit report to be furnished, the court may also order
  625  the social purpose corporation to pay the shareholder’s costs,
  626  including reasonable attorney fees, which were incurred in
  627  obtaining the order and otherwise enforce his or her rights
  628  under this section.
  629         Section 20. Sections 607.601 through 607.613, Florida
  630  Statutes, are designated as part III of chapter 607, Florida
  631  Statutes, entitled “BENEFIT CORPORATIONS.”
  632         Section 21. Section 607.601, Florida Statutes, is created
  633  to read:
  634         607.601Application and effect of part.—
  635         (1) This part applies to a benefit corporation and does not
  636  affect a corporation that is not a benefit corporation.
  637         (2) Except as provided in this part, this chapter applies
  638  generally to all benefit corporations.
  639         (3) A benefit corporation may be simultaneously subject to
  640  this part and to one or more chapters, including chapter 621. In
  641  such event, this part takes precedence with respect to a benefit
  642  corporation.
  643         (4) Except as authorized by this part, a provision of the
  644  articles of incorporation or bylaws of a benefit corporation, or
  645  a shareholders agreement among shareholders of a benefit
  646  corporation, may not limit, be inconsistent with, or supersede a
  647  provision of this part.
  648         Section 22. Section 607.602, Florida Statutes, is created
  649  to read:
  650         607.602Definitions.—As used in this part, unless the
  651  context otherwise requires, the term:
  652         (1)“Benefit corporation” means a corporation that is
  653  formed, or has elected to become, subject to this part, the
  654  status of which as a benefit corporation has not been
  655  terminated.
  656         (2)“Benefit director” means:
  657         (a) The director designated as the benefit director of a
  658  benefit corporation under s. 607.608; or
  659         (b) A person with one or more of the powers, duties, or
  660  rights of a benefit director to the extent provided in the
  661  articles of incorporation or bylaws under s. 607.608.
  662         (3)“Benefit enforcement proceeding” means any claim or
  663  action for:
  664         (a) The failure of a benefit corporation to pursue or
  665  create general public benefit or a specific public benefit
  666  purpose set forth in its articles of incorporation; or
  667         (b) A violation of any obligation, duty, or standard of
  668  conduct under this part.
  669         (4)“Benefit officer” means the individual designated as
  670  the benefit officer of a benefit corporation under s. 607.610.
  671         (5)“General public benefit” means a material, positive
  672  effect on society and the environment, taken as a whole, as
  673  assessed using a third-party standard which is attributable to
  674  the business and operations of a benefit corporation.
  675         (6)“Independent” means not having a material relationship
  676  with the benefit corporation or a subsidiary of the benefit
  677  corporation. A person does not have a material relationship
  678  solely by virtue of serving as the benefit director or benefit
  679  officer of the benefit corporation or a subsidiary of the
  680  benefit corporation. In determining whether a director or
  681  officer is independent, a material relationship between an
  682  individual and a benefit corporation or any of its subsidiaries
  683  will be conclusively presumed to exist, at the time independence
  684  is to be determined, if any of the following apply:
  685         (a) The individual is or has been within the prior 3 years
  686  an employee, other than a benefit officer, of the benefit
  687  corporation or a subsidiary.
  688         (b) An immediate family member of the individual is or has
  689  been within the prior 3 years an executive officer, other than a
  690  benefit officer, of the benefit corporation or a subsidiary.
  691         (c) When ownership is calculated as if all outstanding
  692  rights to acquire equity interests in the benefit corporation
  693  had been exercised, there is beneficial or record ownership of 5
  694  percent or more of the outstanding shares of the benefit
  695  corporation by:
  696         1. The individual; or
  697         2. An entity:
  698         a.Of which the individual is a director, an officer, or a
  699  manager; or
  700         b.In which, when ownership is calculated as if all
  701  outstanding rights to acquire equity interests in the entity had
  702  been exercised, the individual owns beneficially or of record 5
  703  percent or more of the outstanding equity interests.
  704         (7)“Minimum status vote” means:
  705         (a) In the case of a corporation that is to become a
  706  benefit corporation, whether by amendment of the articles of
  707  incorporation or by way of or pursuant to a merger, conversion,
  708  or share exchange; a benefit corporation whose articles of
  709  incorporation are to be amended pursuant to s. 607.606(2); or a
  710  benefit corporation that is to cease being a benefit
  711  corporation, in addition to any other required approval or vote,
  712  the satisfaction of the following conditions:
  713         1. The holders of each class or series of shares shall be
  714  entitled to vote as a separate voting group on the corporate
  715  action regardless of any limitation on the voting rights of any
  716  class or series stated in the articles of incorporation or
  717  bylaws.
  718         2. The corporate action is approved by vote of each class
  719  or series of shares entitled to vote by at least two-thirds of
  720  the total votes of the class or series.
  721         (b) In the case of a domestic entity, other than a
  722  corporation, which is to be simultaneously converted to a
  723  benefit corporation or merged into a benefit corporation, in
  724  addition to any other required approval, vote, or consent, the
  725  satisfaction of the following conditions:
  726         1. The holders of each class or series of equity interest
  727  in the entity who are entitled to receive a distribution of any
  728  kind are entitled, as a separate voting group, to vote on or
  729  consent to the action regardless of any applicable limitation on
  730  the voting or consent rights of any class or series.
  731         2. The action is approved by vote or consent of each class
  732  or series of equity interest described in subparagraph 1. who
  733  are entitled to vote by at least two-thirds of the votes or
  734  consent of the class or series.
  735         (8)“Specific public benefit” includes, but is not limited
  736  to:
  737         (a) Providing low-income or underserved individuals or
  738  communities with beneficial products or services;
  739         (b) Promoting economic opportunity for individuals or
  740  communities beyond the creation of jobs in the normal course of
  741  business;
  742         (c) Protecting or restoring the environment;
  743         (d) Improving human health;
  744         (e) Promoting the arts, sciences, or advancement of
  745  knowledge;
  746         (f) Increasing the flow of capital to entities that have as
  747  their stated purpose the provision of a benefit to society or
  748  the environment; and
  749         (g) Any other public benefit consistent with the purposes
  750  of the benefit corporation.
  751         (9)“Subsidiary” means, in relation to a person other than
  752  an individual, an entity in which a person owns beneficially or
  753  of record 50 percent or more of the outstanding equity
  754  interests.
  755         (10)“Third-party standard” means a recognized standard for
  756  defining, reporting, and assessing the societal and
  757  environmental performance of a business which is:
  758         (a) Comprehensive, because it assesses the effect of the
  759  business and its operations upon the interests provided in s.
  760  607.607(1)(a)2.-5.
  761         (b) Developed by an entity that is not controlled by the
  762  benefit corporation.
  763         (c) Credible, because it is developed by an entity that has
  764  access to necessary expertise to assess the overall societal and
  765  environmental performance of a business and uses a balanced,
  766  collaborative approach to develop the standard, including a
  767  period for public comment.
  768         (d) Transparent, because the following information is
  769  publicly available:
  770         1. The criteria considered under the standard when
  771  measuring the overall societal and environmental performance of
  772  a business and the relative weights, if any, of those criteria.
  773         2. The identity of the directors, officers, material
  774  owners, and the governing body of the entity that developed and
  775  controlled revisions; the process by which revisions to the
  776  standard and changes to the membership of the governing body are
  777  made; and an accounting of the revenue and sources of financial
  778  support for the entity, with sufficient detail to disclose any
  779  relationships that could reasonably be considered to present a
  780  potential conflict of interest.
  781         Section 23. Section 607.603, Florida Statutes, is created
  782  to read:
  783         607.603Incorporation.—To incorporate as a benefit
  784  corporation, an incorporator must satisfy the requirements of
  785  this chapter, and the articles of incorporation must state that
  786  the corporation is a benefit corporation under this part.
  787         Section 24. Section 607.604, Florida Statutes, is created
  788  to read:
  789         607.604Election of benefit corporation status.—
  790         (1)An existing corporation may become a benefit
  791  corporation under this part by amending its articles of
  792  incorporation to include a statement that the corporation is a
  793  benefit corporation under this part. The amendment must be
  794  adopted by the minimum status vote.
  795         (2) A plan of merger, conversion, or share exchange must be
  796  adopted by the minimum status vote if an entity that is not a
  797  benefit corporation is a party to a merger or conversion or if
  798  the exchanging entity in a share exchange and the surviving,
  799  new, or resulting entity is, or will be, a benefit corporation.
  800         (3) If an entity elects to become a benefit corporation by
  801  amendment of the articles of incorporation or by a merger,
  802  conversion, or share exchange, the shareholders of the entity
  803  are entitled to appraisal rights under and pursuant to ss.
  804  607.1301-607.1333.
  805         Section 25. Section 607.605, Florida Statutes, is created
  806  to read:
  807         607.605Termination of benefit corporation status.—
  808         (1)A benefit corporation may terminate its status as such
  809  and cease to be subject to this part by amending its articles of
  810  incorporation to delete the provision required under s. 607.603
  811  or s. 607.604. The amendment must be adopted by the minimum
  812  status vote.
  813         (2)A plan of merger, conversion, or share exchange which
  814  has the effect of terminating the status of a corporation as a
  815  benefit corporation must be adopted by the minimum status vote.
  816  A sale, lease, exchange, or other disposition of all or
  817  substantially all of the assets of a benefit corporation is not
  818  effective unless the transaction is approved by the minimum
  819  status vote. However, a minimum status vote is not required if
  820  the transaction is in the usual and regular course of business,
  821  is pursuant to court order, or is a sale pursuant to which all
  822  or a substantial portion of the net proceeds of the sale will be
  823  distributed to the shareholders within 1 year after the date of
  824  the sale.
  825         (3) If a corporation’s status as a benefit corporation is
  826  terminated pursuant to subsection (1) or subsection (2),
  827  shareholders of the corporation are entitled to appraisal rights
  828  under and pursuant to ss. 607.1301-607.1333.
  829         Section 26. Section 607.606, Florida Statutes, is created
  830  to read:
  831         607.606Corporate purpose.—
  832         (1)A benefit corporation has the purpose of creating
  833  general public benefit. This purpose is in addition to its
  834  purpose under s. 607.0301.
  835         (2)The articles of incorporation of a benefit corporation
  836  may identify one or more specific public benefits as its purpose
  837  in addition to its purposes under s. 607.0301 and subsection
  838  (1). A benefit corporation may amend its articles of
  839  incorporation to add, amend, or delete the identification of a
  840  specific public benefit purpose; however, the amendment must be
  841  adopted by the minimum status vote. The identification of a
  842  specific public benefit under this subsection does not limit the
  843  obligation of a benefit corporation under subsection (1).
  844         (3)The creation of general public benefit and a specific
  845  public benefit under subsections (1) and (2) is deemed to be in
  846  the best interest of the benefit corporation.
  847         (4)A professional corporation that is a benefit
  848  corporation does not violate s. 621.08 by having as its purpose
  849  the creation of general public benefit or a specific public
  850  benefit.
  851         Section 27. Section 607.607, Florida Statutes, is created
  852  to read:
  853         607.607Standard of conduct for directors.—
  854         (1)In discharging their duties and in considering the best
  855  interests of the benefit corporation, the directors:
  856         (a) Shall consider the effects of any action or inaction
  857  upon:
  858         1. The shareholders of the benefit corporation;
  859         2. The employees and workforce of the benefit corporation,
  860  its subsidiaries, and its suppliers;
  861         3. The interests of customers and suppliers as
  862  beneficiaries of the general public benefit and any specific
  863  public benefit purposes of the benefit corporation;
  864         4. Community and societal factors, including those of each
  865  community in which offices or facilities of the benefit
  866  corporation, its subsidiaries, or its suppliers are located;
  867         5. The local and global environment;
  868         6. The short-term and long-term interests of the benefit
  869  corporation, including benefits that may accrue to the benefit
  870  corporation from its long-term plans and the possibility that
  871  these interests may be best served by the continued independence
  872  of the benefit corporation; and
  873         7. The ability of the benefit corporation to accomplish its
  874  general public benefit purpose and each of its specific public
  875  benefit purposes, if any.
  876         (b) May consider other pertinent factors or the interests
  877  of any other group that they deem appropriate.
  878         (c)Are not required to give priority to the interests of a
  879  particular person or group referred to in paragraph (a) or
  880  paragraph (b) over the interests of any other person or group,
  881  unless the benefit corporation has stated in its articles of
  882  incorporation its intention to give priority to certain
  883  interests.
  884         (d)Are not required to give equal weight to the interests
  885  of a particular person or group referred to in paragraph (a) or
  886  paragraph (b) unless the benefit corporation has stated in its
  887  articles of incorporation its intention to give such equal
  888  weight.
  889         (2)Except as provided in the articles of incorporation, a
  890  director is not personally liable for monetary damages to the
  891  corporation, or to any other person, for the failure of the
  892  benefit corporation to pursue or create general public benefit
  893  or a specific public benefit. A director is subject to the
  894  duties established in s. 607.0830.
  895         (3)Except as provided in the articles of incorporation, a
  896  director does not have a duty to a person who is a beneficiary
  897  of the general public benefit purpose or any one or more
  898  specific public benefit purposes of the benefit corporation.
  899         Section 28. Section 607.608, Florida Statutes, is created
  900  to read:
  901         607.608Benefit director.—
  902         (1)If the articles of incorporation so provide, the board
  903  of directors of a benefit corporation may include a director who
  904  is designated as the benefit director and, in addition to the
  905  powers, duties, rights, and immunities of the other directors of
  906  the benefit corporation, has the powers, duties, rights, and
  907  immunities provided in this part.
  908         (2)The benefit director shall be elected, and may be
  909  removed, in the manner provided by this chapter. Except as
  910  provided under subsection (5), the benefit director shall be
  911  independent and may serve as a benefit officer. The articles of
  912  incorporation or bylaws may prescribe additional qualifications
  913  of the benefit director.
  914         (3)Unless the articles of incorporation or bylaws provide
  915  otherwise, the benefit director shall prepare, and the benefit
  916  corporation shall include in the annual benefit report to
  917  shareholders required under s. 607.612, the opinion of the
  918  benefit director on the following:
  919         (a) Whether the benefit corporation in all material
  920  respects acted in accordance with its general public benefit
  921  purpose and any specific public benefit purpose during the
  922  period covered by the report.
  923         (b) Whether the directors and officers complied with ss.
  924  607.607(1) and 607.609(1).
  925         (c) Whether the benefit corporation or its directors or
  926  officers failed to comply with paragraph (a) or s. 607.607(1) or
  927  s. 607.609(1), including a description of the ways in which the
  928  benefit corporation or its directors or officers failed to
  929  comply.
  930         (4)The action or inaction of an individual in his or her
  931  capacity as a benefit director shall constitute for all purposes
  932  an action or inaction of that individual in his or her capacity
  933  as a director of the benefit corporation.
  934         (5) The benefit director of a corporation formed under
  935  chapter 621 is not required to be independent.
  936         Section 29. Section 607.609, Florida Statutes, is created
  937  to read:
  938         607.609Standard of conduct for officers.—
  939         (1)If an officer of a benefit corporation reasonably
  940  believes that a matter may have a material effect on the ability
  941  of the corporation to create, or the creation by the corporation
  942  of, general public benefit or a specific public benefit
  943  identified in the articles of incorporation and the officer has
  944  discretion to act on the matter, the officer shall consider the
  945  interests and factors provided in s. 607.607(1).
  946         (2)The officer’s consideration of interests and factors
  947  under subsection (1) does not constitute a violation of s.
  948  607.0841.
  949         (3)Except as provided in the articles of incorporation, an
  950  officer is not personally liable for monetary damages to the
  951  corporation or to any other person for the failure of the
  952  benefit corporation to pursue or create general public benefit
  953  or a specific public benefit; however, he or she is subject to
  954  s. 607.0841.
  955         (4)Except as provided in the articles of incorporation, an
  956  officer does not have a duty to a person who is a beneficiary of
  957  the general public benefit purpose or any specific public
  958  benefit purpose of the benefit corporation arising from the
  959  status of the person as a beneficiary.
  960         Section 30. Section 607.610, Florida Statutes, is created
  961  to read:
  962         607.610Benefit officer.—
  963         (1)A benefit corporation may designate an officer as the
  964  benefit officer.
  965         (2)The benefit officer has the powers and duties set forth
  966  in the bylaws or determined by the board of directors, which may
  967  include, but are not limited to:
  968         (a)Powers and duties relating to the general public
  969  benefit or a specific public benefit purpose of the corporation;
  970  and
  971         (b) The duty to prepare the annual benefit report required
  972  under s. 607.612.
  973         Section 31. Section 607.611, Florida Statutes, is created
  974  to read:
  975         607.611Right of action.—
  976         (1)(a) Except in a benefit enforcement proceeding, no
  977  person may bring an action or assert a claim against a benefit
  978  corporation or its directors or officers with respect to:
  979         1. A failure to pursue or create a general public benefit
  980  or a specific public benefit set forth in its articles of
  981  incorporation; or
  982         2. A violation of an obligation, duty, or standard of
  983  conduct under this part.
  984         (b) A benefit corporation is not liable for monetary
  985  damages under this part for the failure of the benefit
  986  corporation to pursue or create general public benefit or a
  987  specific public benefit.
  988         (2)A benefit enforcement proceeding may be commenced or
  989  maintained only:
  990         (a) Directly by the benefit corporation; or
  991         (b) Derivatively by:
  992         1. A shareholder of record on the date of the action or
  993  inaction complained of in the benefit enforcement proceeding;
  994         2. A director;
  995         3. A person or group of persons that owns beneficially or
  996  of record 5 percent or more of the outstanding equity interests
  997  in an entity of which the benefit corporation is a subsidiary on
  998  the date of the action or inaction complained of in the
  999  proceeding; or
 1000         4. Any other person who is specified in the articles of
 1001  incorporation or bylaws of the benefit corporation.
 1002         Section 32. Section 607.612, Florida Statutes, is created
 1003  to read:
 1004         607.612Preparation of annual benefit report.—
 1005         (1)Unless it is prepared by a benefit director or a
 1006  benefit officer, the board of directors shall prepare an annual
 1007  benefit report. The annual benefit report must include all of
 1008  the following:
 1009         (a) A narrative description of:
 1010         1. The ways in which the benefit corporation pursued
 1011  general public benefit during the year and the extent to which
 1012  the general public benefit was created.
 1013         2. Any circumstance that has hindered the pursuit or
 1014  creation of general public benefit or a specific public benefit
 1015  by the benefit corporation.
 1016         3. The process and rationale for selecting or changing the
 1017  third-party standard used to prepare the benefit report.
 1018         (b) The name of the benefit director and the benefit
 1019  officer, if those positions exist, and the respective business
 1020  addresses to which correspondence may be directed.
 1021         (c) If the corporation has a benefit director, the
 1022  statement as provided in s. 607.608(3).
 1023         (d) A statement of any connection between the organization
 1024  that established the third-party standard, or its directors,
 1025  officers, or any holder of 5 percent or more of the governance
 1026  interests in the organization, and the benefit corporation or
 1027  its directors, officers, or any holder of 5 percent or more of
 1028  the outstanding shares of the benefit corporation, including any
 1029  financial or governance relationship that might materially
 1030  affect the credibility of the use of the third-party standard.
 1031         (2) The annual benefit report must be prepared in
 1032  accordance with a third-party standard that is:
 1033         1. Applied consistently with any previous application in
 1034  prior annual benefit reports; or
 1035         2. Accompanied by an explanation of the reasons for any
 1036  inconsistent application or any change in the standard from the
 1037  immediate prior report.
 1038         (3)If, during the year covered by an annual benefit
 1039  report, a benefit director resigned from, or refused to stand
 1040  for reelection to, his or her position, or was removed from his
 1041  or her position, and he or she furnished written correspondence
 1042  to the benefit corporation concerning the circumstances
 1043  surrounding his or her departure, that correspondence must be
 1044  included as an exhibit in the annual benefit report.
 1045         (4) The annual benefit report and the assessment of the
 1046  performance of the benefit corporation in the annual benefit
 1047  report required under subsection (2) are not required to be
 1048  audited or certified by a third-party standards provider.
 1049         Section 33. Section 607.613, Florida Statutes, is created
 1050  to read:
 1051         607.613Availability of annual benefit report.—
 1052         (1)Each benefit corporation shall send its annual benefit
 1053  report to each shareholder:
 1054         (a) Within 120 days after the end of the fiscal year of the
 1055  benefit corporation; or
 1056         (b) At the same time that the benefit corporation delivers
 1057  any other annual report to its shareholders.
 1058         (2)A benefit corporation shall post each annual benefit
 1059  report on the public portion of its website, if any, and it
 1060  shall remain posted for at least 3 years.
 1061         (3)If a benefit corporation does not have a website, the
 1062  benefit corporation shall provide a copy of its most recent
 1063  annual benefit report, without charge, to any person who
 1064  requests a copy.
 1065         (4) If a benefit corporation does not comply with the
 1066  annual benefit report delivery requirement, the circuit court in
 1067  the county in which the principal office of the benefit
 1068  corporation is located or, if no office is located in this
 1069  state, the county in which its registered office is located,
 1070  may, after a shareholder of the benefit corporation requests a
 1071  copy, summarily order the corporation to furnish the report. If
 1072  the court orders the report to be furnished, the court may also
 1073  order the benefit corporation to pay the shareholder’s costs,
 1074  including reasonable attorney fees, which were incurred in
 1075  obtaining the order and otherwise enforce his or her rights
 1076  under this section.
 1077         Section 34. Subsection (1) of section 617.0401, Florida
 1078  Statutes, is amended to read:
 1079         617.0401 Corporate name.—
 1080         (1) A corporate name:
 1081         (a) Must contain the word “corporation” or “incorporated”
 1082  or the abbreviation “Corp.” “corp.” or “Inc.” “inc.” or words or
 1083  abbreviations of like import in language, as will clearly
 1084  indicate that it is a corporation instead of a natural person,
 1085  unincorporated association, or partnership. The name of the
 1086  corporation may not contain the word “company” or its
 1087  abbreviation “Co.” “co.”;
 1088         (b) May contain the word “cooperative” or “co-op” only if
 1089  the resulting name is distinguishable from the name of any
 1090  corporation, agricultural cooperative marketing association, or
 1091  nonprofit cooperative association existing or doing business in
 1092  this state under part I of chapter 607, chapter 618, or chapter
 1093  619.;
 1094         (c) May not contain language stating or implying that the
 1095  corporation is organized for a purpose other than that permitted
 1096  in this act and its articles of incorporation.;
 1097         (d) May not contain language stating or implying that the
 1098  corporation is connected with a state or federal government
 1099  agency or a corporation chartered under the laws of the United
 1100  States.; and
 1101         (e) Must be distinguishable from the names of all other
 1102  entities or filings that are on file with the Division of
 1103  Corporations, except fictitious name registrations pursuant to
 1104  s. 865.09, general partnership registrations pursuant to s.
 1105  620.8105, and limited liability partnership statements pursuant
 1106  to s. 620.9001 which are organized, registered, or reserved
 1107  under the laws of this state, that are on file with the Division
 1108  of Corporations. A name that is different from a name of another
 1109  entity or filing due to any of the following is not considered
 1110  distinguishable:
 1111         1. A suffix.
 1112         2. A definite or indefinite article.
 1113         3. The word “and” and the symbol “&.”
 1114         4. The singular, plural, or possessive form of a word.
 1115         5. A recognized abbreviation of a root word.
 1116         6. A punctuation mark or a symbol.
 1117         Section 35. Subsection (4) of section 620.1108, Florida
 1118  Statutes, is amended to read:
 1119         620.1108 Name.—
 1120         (4) The name of a limited partnership must be
 1121  distinguishable in the records of the Department of State from
 1122  the names of all other entities or filings that are on file with
 1123  the Department of State, except fictitious name registrations
 1124  pursuant to s. 865.09, general partnership registrations
 1125  pursuant to s. 620.8105, and limited liability partnership
 1126  statements pursuant to s. 620.9001 which are organized,
 1127  registered, or reserved under the laws of this state, the names
 1128  of which are on file with the Department of State. A name that
 1129  is different from the name of another entity or filing due to
 1130  any of the following is not considered distinguishable:
 1131         (a)A suffix.
 1132         (b)A definite or indefinite article.
 1133         (c)The word “and” and the symbol “&.”
 1134         (d) The singular, plural, or possessive form of a word.
 1135         (e)A recognized abbreviation of a root word.
 1136         (f)A punctuation mark or a symbol.
 1137         Section 36. Subsection (1) of section 48.091, Florida
 1138  Statutes, is amended to read:
 1139         48.091 Corporations; designation of registered agent and
 1140  registered office.—
 1141         (1) Every Florida corporation and every foreign corporation
 1142  now qualified or hereafter qualifying to transact business in
 1143  this state shall designate a registered agent and registered
 1144  office in accordance with part I of chapter 607.
 1145         Section 37. Paragraph (d) of subsection (6) of section
 1146  215.555, Florida Statutes, is amended to read:
 1147         215.555 Florida Hurricane Catastrophe Fund.—
 1148         (6) REVENUE BONDS.—
 1149         (d) State Board of Administration Finance Corporation.—
 1150         1. In addition to the findings and declarations in
 1151  subsection (1), the Legislature also finds and declares that:
 1152         a. The public benefits corporation created under this
 1153  paragraph will provide a mechanism necessary for the cost
 1154  effective and efficient issuance of bonds. This mechanism will
 1155  eliminate unnecessary costs in the bond issuance process,
 1156  thereby increasing the amounts available to pay reimbursement
 1157  for losses to property sustained as a result of hurricane
 1158  damage.
 1159         b. The purpose of such bonds is to fund reimbursements
 1160  through the Florida Hurricane Catastrophe Fund to pay for the
 1161  costs of construction, reconstruction, repair, restoration, and
 1162  other costs associated with damage to properties of
 1163  policyholders of covered policies due to the occurrence of a
 1164  hurricane.
 1165         c. The efficacy of the financing mechanism will be enhanced
 1166  by the corporation’s ownership of the assessments, by the
 1167  insulation of the assessments from possible bankruptcy
 1168  proceedings, and by covenants of the state with the
 1169  corporation’s bondholders.
 1170         2.a. There is created a public benefits corporation, which
 1171  is an instrumentality of the state, to be known as the State
 1172  Board of Administration Finance Corporation.
 1173         b. The corporation shall operate under a five-member board
 1174  of directors consisting of the Governor or a designee, the Chief
 1175  Financial Officer or a designee, the Attorney General or a
 1176  designee, the director of the Division of Bond Finance of the
 1177  State Board of Administration, and the Chief Operating Officer
 1178  of the Florida Hurricane Catastrophe Fund.
 1179         c. The corporation has all of the powers of corporations
 1180  under part I of chapter 607 and under chapter 617, subject only
 1181  to the provisions of this subsection.
 1182         d. The corporation may issue bonds and engage in such other
 1183  financial transactions as are necessary to provide sufficient
 1184  funds to achieve the purposes of this section.
 1185         e. The corporation may invest in any of the investments
 1186  authorized under s. 215.47.
 1187         f. There shall be no liability on the part of, and no cause
 1188  of action shall arise against, any board members or employees of
 1189  the corporation for any actions taken by them in the performance
 1190  of their duties under this paragraph.
 1191         3.a. In actions under chapter 75 to validate any bonds
 1192  issued by the corporation, the notice required under by s. 75.06
 1193  shall be published in two newspapers of general circulation in
 1194  the state, and the complaint and order of the court shall be
 1195  served only on the State Attorney of the Second Judicial
 1196  Circuit.
 1197         b. The state hereby covenants with holders of bonds of the
 1198  corporation that the state will not repeal or abrogate the power
 1199  of the board to direct the Office of Insurance Regulation to
 1200  levy the assessments and to collect the proceeds of the revenues
 1201  pledged to the payment of such bonds as long as any such bonds
 1202  remain outstanding unless adequate provision has been made for
 1203  the payment of such bonds pursuant to the documents authorizing
 1204  the issuance of such bonds.
 1205         4. The bonds of the corporation are not a debt of the state
 1206  or of any political subdivision, and neither the state nor any
 1207  political subdivision is liable on such bonds. The corporation
 1208  does not have the power to pledge the credit, the revenues, or
 1209  the taxing power of the state or of any political subdivision.
 1210  The credit, revenues, or taxing power of the state or of any
 1211  political subdivision shall not be deemed to be pledged to the
 1212  payment of any bonds of the corporation.
 1213         5.a. The property, revenues, and other assets of the
 1214  corporation; the transactions and operations of the corporation
 1215  and the income from such transactions and operations; and all
 1216  bonds issued under this paragraph and interest on such bonds are
 1217  exempt from taxation by the state and any political subdivision,
 1218  including the intangibles tax under chapter 199 and the income
 1219  tax under chapter 220. This exemption does not apply to any tax
 1220  imposed by chapter 220 on interest, income, or profits on debt
 1221  obligations owned by corporations other than the State Board of
 1222  Administration Finance Corporation.
 1223         b. All bonds of the corporation shall be and constitute
 1224  legal investments without limitation for all public bodies of
 1225  this state; for all banks, trust companies, savings banks,
 1226  savings associations, savings and loan associations, and
 1227  investment companies; for all administrators, executors,
 1228  trustees, and other fiduciaries; for all insurance companies and
 1229  associations and other persons carrying on an insurance
 1230  business; and for all other persons who are now or may hereafter
 1231  be authorized to invest in bonds or other obligations of the
 1232  state and shall be and constitute eligible securities to be
 1233  deposited as collateral for the security of any state, county,
 1234  municipal, or other public funds. This sub-subparagraph is shall
 1235  be considered as additional and supplemental authority and may
 1236  shall not be limited without specific reference to this sub
 1237  subparagraph.
 1238         6. The corporation and its corporate existence continues
 1239  shall continue until terminated by law; however, no such law may
 1240  not shall take effect as long as the corporation has bonds
 1241  outstanding unless adequate provision has been made for the
 1242  payment of such bonds pursuant to the documents authorizing the
 1243  issuance of such bonds. Upon termination of the existence of the
 1244  corporation, all of its rights and properties in excess of its
 1245  obligations shall pass to and be vested in the state.
 1246         7. The State Board of Administration Finance Corporation is
 1247  for all purposes the successor to the Florida Hurricane
 1248  Catastrophe Fund Finance Corporation.
 1249         Section 38. Subsection (1) of section 243.54, Florida
 1250  Statutes, is amended to read:
 1251         243.54 Powers of the authority.—The purpose of the
 1252  authority is to assist institutions of higher education in
 1253  constructing, financing, and refinancing projects throughout the
 1254  state and, for this purpose, the authority may:
 1255         (1) Exercise all powers granted to corporations under part
 1256  I of the Florida Business Corporation Act, chapter 607.
 1257         Section 39. Section 310.171, Florida Statutes, is amended
 1258  to read:
 1259         310.171 Pilots may incorporate themselves.—Any one or more
 1260  licensed state pilots may incorporate in the manner provided
 1261  under part I of chapter 607 or chapter 621.
 1262         Section 40. Section 310.181, Florida Statutes, is amended
 1263  to read:
 1264         310.181 Corporate powers.—All the rights, powers, and
 1265  liabilities conferred or imposed by the laws of Florida relating
 1266  to corporations for profit organized under part I of chapter 607
 1267  or under chapter 608 before January 1, 1976, or to corporations
 1268  organized under chapter 621 shall apply to corporations
 1269  organized pursuant to s. 310.171.
 1270         Section 41. Paragraph (c) of subsection (4) of section
 1271  329.10, Florida Statutes, is amended to read:
 1272         329.10 Aircraft registration.—
 1273         (4) It is a violation of this section for any person or
 1274  corporate entity to knowingly supply false information to any
 1275  governmental entity in regard to ownership by it or another
 1276  firm, business, or corporation of an aircraft in or operated in
 1277  this state if it is determined that such corporate entity or
 1278  other firm, business, or corporation:
 1279         (c) Has lapsed into a state of no longer being a legal
 1280  entity in this state as defined in part I of chapter 607 or s.
 1281  865.09, and no documented attempt has been made to correct such
 1282  information with the governmental entity for a period of 90 days
 1283  after the date on which such lapse took effect with the
 1284  Secretary of State.
 1285         Section 42. Subsection (1) of section 339.412, Florida
 1286  Statutes, is amended to read:
 1287         339.412 Powers of corporation.—As to designated projects
 1288  and in addition to other powers prescribed by law, a corporation
 1289  may exercise the following powers with respect to the promotion
 1290  and development of transportation facilities, pursuant to a
 1291  written contract for the same, together with all powers
 1292  incidental thereto or necessary for the performance of those
 1293  hereinafter stated:
 1294         (1) The corporation may exercise all the powers as granted
 1295  by the department to work directly with landowners, local and
 1296  state governmental agencies, elected officials, and any other
 1297  person to support those activities required to promote and
 1298  develop the projects. These activities shall include:
 1299         (a) Acquiring, holding, investing, and administering
 1300  property and transferring title of such property to the
 1301  department for development of projects on behalf of the
 1302  department;
 1303         (b) Performing preliminary and final alignment studies in a
 1304  manner consistent with state and federal laws;
 1305         (c) Receiving contributions of land for rights-of-way and
 1306  cash donations to be applied to the purchase of rights-of-way
 1307  not donated or to be applied to the design or construction of
 1308  the projects;
 1309         (d) Reviewing candidates for advisory directorships and
 1310  adding or removing such advisory directors as may be
 1311  appropriate;
 1312         (e) Retaining such administrative staff and legal, public
 1313  relations, and engineering services as may be required for the
 1314  development of the projects and paying such employees and
 1315  consultants from funds donated for this purpose;
 1316         (f) Preparing such exhibits, right-of-way documents,
 1317  environmental reports, schematics, and preliminary and final
 1318  engineering plans as are necessary for the development of the
 1319  projects;
 1320         (g) Borrowing money to meet any expenses or needs
 1321  associated with the regular operations of the corporation or a
 1322  particular project; provided, however, that no corporation shall
 1323  have the power to issue bonds, the provisions of part I of
 1324  chapter chapters 607 and chapter 617 notwithstanding;
 1325         (h) Making official presentations to the state and other
 1326  affected agencies or groups concerning the development of the
 1327  projects;
 1328         (i) Issuing press releases and other material to promote
 1329  the activities of the projects; and
 1330         (j) Performing any other functions requested by the
 1331  department in order to promote and develop the projects.
 1332  
 1333  Nothing in this act empowers the corporation to enter into any
 1334  contracts for construction or to undertake any construction, on
 1335  behalf of the department.
 1336         Section 43. Subsection (4) of section 420.101, Florida
 1337  Statutes, is amended to read:
 1338         420.101 Housing Development Corporation of Florida;
 1339  creation, membership, and purposes.—
 1340         (4) Whenever the articles of incorporation have been filed
 1341  in the Department of State and approved by it and all filing
 1342  fees and taxes prescribed by part I of chapter 607 have been
 1343  paid, the subscribers and their successors and assigns shall
 1344  constitute a corporation, and the corporation shall then be
 1345  authorized to commence business, and stock thereof to the extent
 1346  herein or hereafter duly authorized may from time to time be
 1347  issued.
 1348         Section 44. Section 420.111, Florida Statutes, is amended
 1349  to read:
 1350         420.111 Housing Development Corporation of Florida;
 1351  additional powers.—In furtherance of its purposes and in
 1352  addition to the powers now or hereafter conferred on business
 1353  corporations by part I of chapter 607, the corporation shall,
 1354  subject to the restrictions and limitations herein contained in
 1355  this section, have the following powers:
 1356         (1) To elect, appoint, and employ officers, agents and
 1357  employees and to make contracts and incur liabilities for any of
 1358  the purposes of the corporation, except that the corporation may
 1359  shall not incur any secondary liability by way of guaranty or
 1360  endorsement of the obligations of any person, firm, corporation,
 1361  joint-stock company, association, or trust, or in any other
 1362  manner.
 1363         (2) To borrow money from its stockholders, other financial
 1364  institutions, and state and federal agencies for any of the
 1365  purposes of the corporation; to issue therefor its bonds,
 1366  debentures, notes, or other evidences of indebtedness, whether
 1367  secured or unsecured, and to secure the same by mortgage,
 1368  pledge, deed of trust, or other lien on its property,
 1369  franchises, rights, and privileges of every kind and nature, or
 1370  any part thereof or interest therein, without securing
 1371  stockholder approval.
 1372         (3) To make loans to any person, firm, corporation, joint
 1373  stock company, association, or trust and to regulate the terms
 1374  and conditions with respect to any such loans and the charges
 1375  for interest and service connected therewith, provided subsidies
 1376  may be in the form of below market interest rates or such other
 1377  assistance as determined by the board with the concurrence of
 1378  the applicable regulatory agencies governing the several
 1379  stockholder industries.
 1380         (4) To purchase, receive, hold, lease, or otherwise
 1381  acquire, and to sell, convey, transfer, lease, or otherwise
 1382  dispose of, real and personal property, together with such
 1383  rights and privileges as may be incidental and appurtenant
 1384  thereto and the use thereof, including, but not restricted to,
 1385  any real or personal property acquired by the corporation from
 1386  time to time in the satisfaction of debts or enforcement of
 1387  obligations.
 1388         (5) For the purposes of foreclosure, to acquire the good
 1389  will, business, rights, real and personal property, and other
 1390  assets, or any part thereof, or interest therein, of any
 1391  persons, firms, corporations, joint-stock companies,
 1392  associations or trusts, and to assume, undertake, or pay the
 1393  obligations, debts and liabilities of any such person, firm,
 1394  corporation, joint-stock company, association or trust; to
 1395  acquire improved or unimproved real estate for the purpose of
 1396  constructing new housing or rehabilitation thereof; for the
 1397  purposes of disposing of such real estate to others for the
 1398  construction of housing or rehabilitation thereof; and to
 1399  acquire, construct or reconstruct, alter, repair, maintain,
 1400  operate, sell, convey, transfer, lease, or otherwise dispose of
 1401  such housing, provided, however that nothing herein contained
 1402  shall authorize the acquisition, construction, reconstruction,
 1403  or operation of any public lodging establishment as defined in
 1404  chapter 509.
 1405         (6) To acquire, subscribe for, own, hold, sell, assign,
 1406  transfer, mortgage, pledge, or otherwise dispose of the stock,
 1407  shares, bonds, debentures, notes, or other securities and
 1408  evidences of interest in, or indebtedness of, any person, firm,
 1409  corporation, joint-stock company, association, or trust, and,
 1410  while the owner or holder thereof, to exercise all the rights,
 1411  powers, and privileges of ownership, including the right to vote
 1412  thereon.
 1413         (7) To mortgage, pledge, or otherwise encumber any
 1414  property, right, or thing of value, acquired pursuant to the
 1415  powers contained in subsection (4), subsection (5), or
 1416  subsection (6), as security for the payment of any part of the
 1417  purchase price thereof.
 1418         (8) To cooperate with, and avail itself of the facilities
 1419  of, the United States Department of Housing and Urban
 1420  Development, the Department of Economic Opportunity, and any
 1421  other similar local, state, or Federal Government agency; and to
 1422  cooperate with and assist, and otherwise encourage,
 1423  organizations in the various communities of the state on the
 1424  promotion, assistance, and development of the housing and
 1425  economic welfare of such communities or of this state or any
 1426  part thereof.
 1427         (9) To do all acts and things necessary or convenient to
 1428  carry out the powers expressly granted in this part.
 1429         Section 45. Subsection (2) of section 420.161, Florida
 1430  Statutes, is amended to read:
 1431         420.161 Housing Development Corporation of Florida; period
 1432  of existence; method of dissolution.—
 1433         (2) The corporation may, upon the affirmative vote of two
 1434  thirds of the votes to which the stockholders are shall be
 1435  entitled, dissolve the said corporation as provided under part I
 1436  of by chapter 607, as long as that part does insofar as chapter
 1437  607 is not in conflict with the provisions of this act. Upon any
 1438  dissolution of the corporation, none of the corporation’s assets
 1439  may not shall be distributed to the stockholders until all sums
 1440  due the members of the corporation as creditors thereof have
 1441  been paid in full.
 1442         Section 46. Subsection (9) of section 440.02, Florida
 1443  Statutes, is amended to read:
 1444         440.02 Definitions.—When used in this chapter, unless the
 1445  context clearly requires otherwise, the following terms shall
 1446  have the following meanings:
 1447         (9) “Corporate officer” or “officer of a corporation” means
 1448  any person who fills an office provided for in the corporate
 1449  charter or articles of incorporation filed with the Division of
 1450  Corporations of the Department of State or as authorized
 1451  permitted or required under part I of by chapter 607. The term
 1452  “officer of a corporation” includes a member owning at least 10
 1453  percent of a limited liability company created and approved
 1454  under chapter 608.
 1455         Section 47. Paragraph (d) of subsection (10) of section
 1456  440.386, Florida Statutes, is amended to read:
 1457         440.386 Individual self-insurers’ insolvency; conservation;
 1458  liquidation.—
 1459         (10) TRANSFERS PRIOR TO PETITION.—
 1460         (d) The personal liability of the officers or directors of
 1461  an insolvent individual self-insurer is shall be subject to part
 1462  I of the provisions of chapter 607 and the penalties provided
 1463  therein.
 1464         Section 48. Subsection (3) of section 609.08, Florida
 1465  Statutes, is amended to read:
 1466         609.08 Merger of association into wholly owned subsidiary
 1467  corporation; dissenters’ rights of appraisal.—
 1468         (3) If the surviving corporation is to be governed by the
 1469  laws of any jurisdiction other than this state, it shall comply
 1470  with part I of the provisions of chapter 607 with respect to
 1471  foreign corporations if it is to transact business in this
 1472  state, and in every case it shall file with the Department of
 1473  State of this state:
 1474         (a) An agreement that it may be served with process in this
 1475  state in any proceeding for the enforcement of any obligation of
 1476  the association and in any proceeding for the enforcement of any
 1477  rights under the declaration of trust of the association of a
 1478  dissenting shareholder of the association against the surviving
 1479  corporation.
 1480         (b) An irrevocable appointment of the Secretary of State as
 1481  its agent to accept service of process in any such proceeding.
 1482         (c) An agreement that it will promptly pay to the
 1483  dissenting shareholders of the association the amount, if any,
 1484  to which they are shall be entitled under the provisions of its
 1485  declaration of trust with respect to the rights of dissenting
 1486  shareholders.
 1487         Section 49. Section 617.1908, Florida Statutes, is amended
 1488  to read:
 1489         617.1908 Applicability of Florida Business Corporation
 1490  Act.—Except as otherwise made applicable by specific reference
 1491  in any other section of this chapter, part I the provisions of
 1492  chapter 607, the Florida Business Corporation Act, does shall
 1493  not apply to any corporations not for profit.
 1494         Section 50. Section 618.221, Florida Statutes, is amended
 1495  to read:
 1496         618.221 Conversion into a corporation for profit.—Any
 1497  association incorporated under or that has adopted the
 1498  provisions of this chapter, may, by a majority vote of its
 1499  stockholders or members be brought under part I of the
 1500  provisions of chapter 607, as a corporation for profit by
 1501  surrendering all right to carry on its business under this
 1502  chapter, and the privileges and immunities incident thereto. It
 1503  shall make out in duplicate a statement signed and sworn to by
 1504  its directors to the effect that the association has, by a
 1505  majority vote of its stockholders or members, decided to
 1506  surrender all rights, powers, and privileges as a nonprofit
 1507  cooperative marketing association under this chapter and to do
 1508  business under and be bound by part I of the provisions of said
 1509  chapter 607, as a corporation for profit and has authorized all
 1510  changes accordingly. Articles of incorporation shall be
 1511  delivered to the Department of State for filing as required
 1512  under part I of chapter 607 in and by s. 607.164, except that
 1513  they shall be signed by the members of the then board of
 1514  directors. The filing fees and taxes shall be as provided under
 1515  part I of in chapter 607. Such articles of incorporation shall
 1516  adequately protect and preserve the relative rights of the
 1517  stockholders or members of the association so converting into a
 1518  corporation for profit; provided that no rights or obligations
 1519  due any stockholder or member of such association or any other
 1520  person, firm, or corporation which has not been waived or
 1521  satisfied shall be impaired by such conversion into a
 1522  corporation for profit as herein authorized.
 1523         Section 51. Section 619.04, Florida Statutes, is amended to
 1524  read:
 1525         619.04 Articles of incorporation.—Each association formed
 1526  under this chapter must prepare and file articles of
 1527  incorporation in the same manner and under the same regulations
 1528  as required under part I of chapter 607, and therein shall set
 1529  forth:
 1530         (1) The name of the association.
 1531         (2) The purpose for which it is formed.
 1532         (3) The place where its principal business will be
 1533  transacted.
 1534         (4) The term for which it is to exist, not exceeding 50
 1535  years.
 1536         (5) The number of directors thereof, which must not be less
 1537  than three and which may be any number in excess thereof, and
 1538  the names and residences of those selected for the first year
 1539  and until their successors shall have been elected and shall
 1540  have accepted office.
 1541         (6) Whether the voting power and the property rights and
 1542  interest of each member shall be equal, or unequal, and if
 1543  unequal these articles shall set forth a general rule applicable
 1544  to all members by which the voting power and the property rights
 1545  and interests, respectively, of each member may and shall be
 1546  determined and fixed, but the association shall have power to
 1547  admit new members, who shall be entitled to vote and to share in
 1548  the property of the association with the old members, in
 1549  accordance with such general rule. This provision of the
 1550  articles of incorporation may shall not be altered, amended, or
 1551  repealed except by the unanimous written consent or the vote of
 1552  all the members.
 1553         (7) Said articles must be subscribed by the original
 1554  members and acknowledged by one of them before an officer
 1555  authorized by the law of this state to take and certify
 1556  acknowledgments of deeds of conveyance, and shall be filed in
 1557  accordance with the provisions of law, and when so filed the
 1558  said articles of incorporation or certified copies thereof shall
 1559  be received in all the courts of this state and other places as
 1560  prima facie evidence of the facts contained therein.
 1561         Section 52. Subsection (3) of section 624.430, Florida
 1562  Statutes, is amended to read:
 1563         624.430 Withdrawal of insurer or discontinuance of writing
 1564  certain kinds or lines of insurance.—
 1565         (3) Upon office approval of the surrender of the
 1566  certificate of authority of a domestic property and casualty
 1567  insurer that is a corporation, the insurer may initiate the
 1568  dissolution of the corporation in accordance with the applicable
 1569  provisions of part I of chapter 607.
 1570         Section 53. Subsection (1) of section 624.462, Florida
 1571  Statutes, is amended to read:
 1572         624.462 Commercial self-insurance funds.—
 1573         (1) Any group of persons may form a commercial self
 1574  insurance fund for the purpose of pooling and spreading
 1575  liabilities of its group members in any commercial property or
 1576  casualty risk or surety insurance. Any fund established pursuant
 1577  to subparagraph (2)(a)1. may be organized as a corporation under
 1578  part I of chapter 607.
 1579         Section 54. Subsection (3) of section 624.489, Florida
 1580  Statutes, is amended to read:
 1581         624.489 Liability of trustees of self-insurance trust fund
 1582  and directors of self-insurance funds operating as
 1583  corporations.—
 1584         (3) The immunities from liability provided in this section
 1585  with respect to trustees also apply to members of the board of
 1586  directors of a commercial self-insurance fund organized as a
 1587  corporation under part I of chapter 607 if the board of
 1588  directors has contracted with an administrator authorized under
 1589  s. 626.88 to administer the day-to-day affairs of the fund.
 1590         Section 55. Section 628.041, Florida Statutes, is amended
 1591  to read:
 1592         628.041 Applicability of general corporation statutes.—The
 1593  applicable statutes of this state relating to the powers and
 1594  procedures of domestic private corporations formed for profit
 1595  shall apply to domestic stock insurers and to domestic mutual
 1596  insurers, except:
 1597         (1) As to any domestic mutual insurers incorporated
 1598  pursuant to chapter 617, which chapter shall govern such
 1599  insurers when in conflict with part I of chapter 607; and
 1600         (2) When in conflict with the express provisions of this
 1601  code.
 1602         Section 56. Subsection (4) of section 631.262, Florida
 1603  Statutes, is amended to read:
 1604         631.262 Transfers prior to petition.—
 1605         (4) The personal liability of the officers or directors of
 1606  an insolvent insurer is shall be subject to part I of the
 1607  provisions of chapter 607 and the penalties provided therein.
 1608         Section 57. Subsection (1) of section 636.204, Florida
 1609  Statutes, is amended to read:
 1610         636.204 License required.—
 1611         (1) Before doing business in this state as a discount
 1612  medical plan organization, an entity must be a corporation, a
 1613  limited liability company, or a limited partnership,
 1614  incorporated, organized, formed, or registered under the laws of
 1615  this state or authorized to transact business in this state in
 1616  accordance with part I of chapter 607, chapter 608, chapter 617,
 1617  chapter 620, or chapter 865, and must be licensed by the office
 1618  as a discount medical plan organization or be licensed by the
 1619  office pursuant to chapter 624, part I of this chapter, or
 1620  chapter 641.
 1621         Section 58. Section 641.2015, Florida Statutes, is amended
 1622  to read:
 1623         641.2015 Incorporation required.—On or after October 1,
 1624  1985, any entity that has not yet obtained a certificate of
 1625  authority to operate a health maintenance organization in this
 1626  state shall be incorporated or shall be a division of a
 1627  corporation formed under the provisions of either part I of
 1628  chapter 607 or chapter 617 or shall be a public entity that is
 1629  organized as a political subdivision. In the case of a division
 1630  of a corporation, the financial requirements of this part shall
 1631  apply to the entire corporation. Incorporation shall not be
 1632  required of any entity which has already been issued an initial
 1633  certificate of authority prior to this date and which is not a
 1634  corporation on October 1, 1985, or which is incorporated in any
 1635  other state on October 1, 1985; nor shall incorporation be
 1636  required on renewal of any certificate of authority by such an
 1637  organization or be required of a public entity that is organized
 1638  as a political subdivision.
 1639         Section 59. Subsection (1) of section 655.0201, Florida
 1640  Statutes, is amended to read:
 1641         655.0201 Service of process, notice, or demand on financial
 1642  institutions.—
 1643         (1) Process against any financial institution authorized by
 1644  federal or state law to transact business in this state may be
 1645  served in accordance with chapter 48, chapter 49, part I of
 1646  chapter 607, or chapter 608, as appropriate.
 1647         Section 60. Subsection (2) of section 658.23, Florida
 1648  Statutes, is amended to read:
 1649         658.23 Submission of articles of incorporation; contents;
 1650  form; approval; filing; commencement of corporate existence;
 1651  bylaws.—
 1652         (2) The articles of incorporation shall contain:
 1653         (a) The name of the proposed bank or trust company.
 1654         (b) The general nature of the business to be transacted or
 1655  a statement that the corporation may engage in any activity or
 1656  business permitted by law. Such statement shall authorize all
 1657  such activities and business by the corporation.
 1658         (c) The amount of capital stock authorized, showing the
 1659  maximum number of shares of par value common stock and of
 1660  preferred stock, and of every kind, class, or series of each,
 1661  together with the distinguishing characteristics and the par
 1662  value of all shares.
 1663         (d) The amount of capital with which the corporation will
 1664  begin business, which may shall not be less than the amount
 1665  required by the office pursuant to s. 658.21.
 1666         (e) A provision that the corporation is to have perpetual
 1667  existence unless existence is terminated pursuant to the
 1668  financial institutions codes.
 1669         (f) The initial street address of the main office of the
 1670  corporation, which shall be in this state.
 1671         (g) The number of directors, which shall be five or more,
 1672  and the names and street addresses of the members of the initial
 1673  board of directors.
 1674         (h) A provision for preemptive rights, if applicable.
 1675         (i) A provision authorizing the board of directors to
 1676  appoint additional directors, pursuant to s. 658.33, if
 1677  applicable.
 1678  
 1679  The office shall provide to the proposed directors form articles
 1680  of incorporation which must shall include only those provisions
 1681  required under by this section or under part I of by chapter
 1682  607. The form articles shall be acknowledged by the proposed
 1683  directors and returned to the office for filing with the
 1684  Department of State.
 1685         Section 61. Paragraph (c) of subsection (11) of section
 1686  658.2953, Florida Statutes, is amended to read:
 1687         658.2953 Interstate branching.—
 1688         (11) DE NOVO INTERSTATE BRANCHING BY STATE BANKS.—
 1689         (c) An out-of-state bank may establish and maintain a de
 1690  novo branch or acquire a branch in this state upon compliance
 1691  with part I of chapter 607 or chapter 608 relating to doing
 1692  business in this state as a foreign business entity, including
 1693  maintaining a registered agent for service of process and other
 1694  legal notice pursuant to s. 655.0201.
 1695         Section 62. Section 658.30, Florida Statutes, is amended to
 1696  read:
 1697         658.30 Application of the Florida Business Corporation
 1698  Act.—
 1699         (1) When not in direct conflict with or superseded by
 1700  specific provisions of the financial institutions codes, the
 1701  provisions of the Florida Business Corporation Act, part I of
 1702  chapter 607, shall extend to state banks and trust companies
 1703  formed under the financial institutions codes. This section
 1704  shall be liberally construed to accomplish the purposes stated
 1705  herein.
 1706         (2) Without limiting the generality of subsection (1),
 1707  stockholders, directors, and committees of state banks and trust
 1708  companies may hold meetings in any manner authorized permitted
 1709  by part I of chapter 607, and any action by stockholders,
 1710  directors, or committees required or authorized permitted to be
 1711  taken at a meeting may be taken without a meeting in any manner
 1712  authorized provided or permitted by part I of chapter 607.
 1713         Section 63. Subsection (3) of section 658.36, Florida
 1714  Statutes, is amended to read:
 1715         658.36 Changes in capital.—
 1716         (3) If a bank or trust company’s capital accounts have been
 1717  diminished by losses to less than the minimum required pursuant
 1718  to the financial institutions codes, the market value of its
 1719  shares of capital stock is less than the present par value, and
 1720  the bank or trust company cannot reasonably issue and sell new
 1721  shares of stock to restore its capital accounts at a share price
 1722  of par value or greater of the previously issued capital stock,
 1723  the office, notwithstanding any other provisions of part I of
 1724  chapter 607 or the financial institutions codes, may approve
 1725  special stock offering plans.
 1726         (a) Such plans may include, but are not limited to,
 1727  mechanisms for stock splits including reverse splits;
 1728  revaluations of par value of outstanding stock; changes in
 1729  voting rights, dividends, or other preferences; and creation of
 1730  new classes of stock.
 1731         (b) The plan must be approved by majority vote of the bank
 1732  or trust company’s entire board of directors and by holders of
 1733  two-thirds of the outstanding shares of stock.
 1734         (c) The office shall disapprove a plan that provides unfair
 1735  or disproportionate benefits to existing shareholders,
 1736  directors, executive officers, or their related interests. The
 1737  office shall also disapprove any plan that is not likely to
 1738  restore the capital accounts to sufficient levels to achieve a
 1739  sustainable, safe, and sound financial institution.
 1740         (d) For any bank or trust company that the office
 1741  determines to be a failing financial institution pursuant to s.
 1742  655.4185, the office may approve special stock offering plans
 1743  without a vote of the shareholders.
 1744         Section 64. Section 663.03, Florida Statutes, is amended to
 1745  read:
 1746         663.03 Applicability of the Florida Business Corporation
 1747  Act chapter 607.—Notwithstanding s. 607.01401(12) the definition
 1748  of the term “foreign corporation” appearing in s. 607.01401, all
 1749  of the provisions of part I of chapter 607 not in conflict with
 1750  the financial institutions codes which relate to foreign
 1751  corporations shall apply to all international banking
 1752  corporations and their offices doing business in this state.
 1753         Section 65. Subsection (3) of section 663.04, Florida
 1754  Statutes, is amended to read:
 1755         663.04 Requirements for carrying on financial institution
 1756  business.—An international banking corporation or trust company,
 1757  or any affiliate, subsidiary, or other person or business entity
 1758  acting as an agent for, on behalf of, or for the benefit of such
 1759  international banking corporation or trust company who engages
 1760  in such activities from an office located in this state, may not
 1761  transact a banking or trust business, or maintain in this state
 1762  any office for carrying on such business, or any part thereof,
 1763  unless such corporation, trust company, affiliate, subsidiary,
 1764  person, or business entity:
 1765         (3) Has filed with the office a certified copy of that
 1766  information required to be supplied to the Department of State
 1767  by those provisions of part I of chapter 607 which are
 1768  applicable to foreign corporations.
 1769         Section 66. Paragraph (a) of subsection (1) of section
 1770  663.301, Florida Statutes, is amended to read:
 1771         663.301 Definitions.—
 1772         (1) As used in this part:
 1773         (a) “International development bank” means a corporation
 1774  established for the purpose of promoting development in foreign
 1775  countries by directly or indirectly making funding available to
 1776  foreign business enterprises or foreign governments or by
 1777  providing financing in connection with import-export
 1778  transactions. Subject to the limitations contained in s.
 1779  663.313, an international development bank may be organized
 1780  either under chapter 617 as a corporation not for profit or
 1781  under part I of chapter 607 as a corporation for profit.
 1782         Section 67. Subsection (2) of section 663.306, Florida
 1783  Statutes, is amended to read:
 1784         663.306 Decision by office.—The office may, in its
 1785  discretion, approve or disapprove the application, but it shall
 1786  not approve the application unless it finds that:
 1787         (2) The proposed capital structure is adequate, but in no
 1788  case may the paid-in capital stock be:
 1789         (a) Less than $400,000 in the case of an international
 1790  development bank organized under chapter 617 as a corporation
 1791  not for profit; or
 1792         (b) The amount required for a state bank in the case of an
 1793  international development bank organized under part I of chapter
 1794  607 as a corporation for profit.
 1795  
 1796  The office may disallow any illegally obtained currency,
 1797  monetary instruments, funds, or other financial resources from
 1798  the capitalization requirements of this section.
 1799         Section 68. Subsection (4) of section 663.313, Florida
 1800  Statutes, is amended to read:
 1801         663.313 Ownership of stock.—
 1802         (4) All of the shares of voting stock of an international
 1803  development bank organized under part I of chapter 607 as a
 1804  corporation for profit shall be owned by a regional development
 1805  bank or by one or more wholly owned subsidiaries of a regional
 1806  development bank.
 1807         Section 69. Subsection (2) of section 718.111, Florida
 1808  Statutes, is amended to read:
 1809         718.111 The association.—
 1810         (2) POWERS AND DUTIES.—The powers and duties of the
 1811  association include those set forth in this section and, except
 1812  as expressly limited or restricted in this chapter, those set
 1813  forth in the declaration and bylaws and part I of chapter
 1814  chapters 607 and chapter 617, as applicable.
 1815         Section 70. Subsection (10) of section 719.104, Florida
 1816  Statutes, is amended to read:
 1817         719.104 Cooperatives; access to units; records; financial
 1818  reports; assessments; purchase of leases.—
 1819         (10) POWERS AND DUTIES.—The powers and duties of the
 1820  association include those set forth in this section and, except
 1821  as expressly limited or restricted in this chapter, those set
 1822  forth in the articles of incorporation and bylaws and part I of
 1823  chapter chapters 607 and chapter 617, as applicable.
 1824         Section 71. Subsection (5) of section 720.302, Florida
 1825  Statutes, is amended to read:
 1826         720.302 Purposes, scope, and application.—
 1827         (5) Unless expressly stated to the contrary, corporations
 1828  that operate residential homeowners’ associations in this state
 1829  shall be governed by and subject to part I of chapter 607, if
 1830  the association was incorporated under that part chapter, or to
 1831  chapter 617, if the association was incorporated under that
 1832  chapter, and this chapter. This subsection is intended to
 1833  clarify existing law.
 1834         Section 72. Paragraph (c) of subsection (1) of section
 1835  720.306, Florida Statutes, is amended to read:
 1836         720.306 Meetings of members; voting and election
 1837  procedures; amendments.—
 1838         (1) QUORUM; AMENDMENTS.—
 1839         (c) Unless otherwise provided in the governing documents as
 1840  originally recorded or permitted by this chapter or chapter 617,
 1841  an amendment may not materially and adversely alter the
 1842  proportionate voting interest appurtenant to a parcel or
 1843  increase the proportion or percentage by which a parcel shares
 1844  in the common expenses of the association unless the record
 1845  parcel owner and all record owners of liens on the parcels join
 1846  in the execution of the amendment. For purposes of this section,
 1847  a change in quorum requirements is not an alteration of voting
 1848  interests. The merger or consolidation of one or more
 1849  associations under a plan of merger or consolidation under part
 1850  I of chapter 607 or chapter 617 is shall not be considered a
 1851  material or adverse alteration of the proportionate voting
 1852  interest appurtenant to a parcel.
 1853         Section 73. Paragraph (a) of subsection (1) of section
 1854  766.101, Florida Statutes, is amended to read:
 1855         766.101 Medical review committee, immunity from liability.—
 1856         (1) As used in this section:
 1857         (a) The term “medical review committee” or “committee”
 1858  means:
 1859         1.a. A committee of a hospital or ambulatory surgical
 1860  center licensed under chapter 395 or a health maintenance
 1861  organization certificated under part I of chapter 641;,
 1862         b. A committee of a physician-hospital organization, a
 1863  provider-sponsored organization, or an integrated delivery
 1864  system;,
 1865         c. A committee of a state or local professional society of
 1866  health care providers;,
 1867         d. A committee of a medical staff of a licensed hospital or
 1868  nursing home, provided the medical staff operates pursuant to
 1869  written bylaws that have been approved by the governing board of
 1870  the hospital or nursing home;,
 1871         e. A committee of the Department of Corrections or the
 1872  Correctional Medical Authority as created under s. 945.602, or
 1873  employees, agents, or consultants of either the department or
 1874  the authority or both;,
 1875         f. A committee of a professional service corporation formed
 1876  under chapter 621 or a corporation organized under part I of
 1877  chapter 607 or chapter 617, which is formed and operated for the
 1878  practice of medicine as defined in s. 458.305(3), and which has
 1879  at least 25 health care providers who routinely provide health
 1880  care services directly to patients;,
 1881         g. A committee of the Department of Children and Families
 1882  Family Services which includes employees, agents, or consultants
 1883  to the department as deemed necessary to provide peer review,
 1884  utilization review, and mortality review of treatment services
 1885  provided pursuant to chapters 394, 397, and 916;,
 1886         h. A committee of a mental health treatment facility
 1887  licensed under chapter 394 or a community mental health center
 1888  as defined in s. 394.907, provided the quality assurance program
 1889  operates pursuant to the guidelines that which have been
 1890  approved by the governing board of the agency;,
 1891         i. A committee of a substance abuse treatment and education
 1892  prevention program licensed under chapter 397 provided the
 1893  quality assurance program operates pursuant to the guidelines
 1894  that which have been approved by the governing board of the
 1895  agency;,
 1896         j. A peer review or utilization review committee organized
 1897  under chapter 440;,
 1898         k. A committee of the Department of Health, a county health
 1899  department, healthy start coalition, or certified rural health
 1900  network, when reviewing quality of care, or employees of these
 1901  entities when reviewing mortality records;, or
 1902         l. A continuous quality improvement committee of a pharmacy
 1903  licensed pursuant to chapter 465,
 1904  
 1905  which committee is formed to evaluate and improve the quality of
 1906  health care rendered by providers of health service, to
 1907  determine that health services rendered were professionally
 1908  indicated or were performed in compliance with the applicable
 1909  standard of care, or that the cost of health care rendered was
 1910  considered reasonable by the providers of professional health
 1911  services in the area; or
 1912         2. A committee of an insurer, self-insurer, or joint
 1913  underwriting association of medical malpractice insurance, or
 1914  other persons conducting review under s. 766.106.
 1915         Section 74. Subsection (14) of section 865.09, Florida
 1916  Statutes, is amended to read:
 1917         865.09 Fictitious name registration.—
 1918         (14) PROHIBITION.—A fictitious name registered as provided
 1919  in this section may not contain the words “Corporation” or
 1920  “Incorporated,” or the abbreviations “Corp.” or “Inc.,” unless
 1921  the person or business for which the name is registered is
 1922  incorporated or has obtained a certificate of authority to
 1923  transact business in this state pursuant to part I of chapter
 1924  607 or chapter 617.
 1925         Section 75. This act shall take effect July 1, 2014.
 1926  
 1927  ================= T I T L E  A M E N D M E N T ================
 1928  And the title is amended as follows:
 1929         Delete everything before the enacting clause
 1930  and insert:
 1931                        A bill to be entitled                      
 1932         An act relating to business organizations; amending s.
 1933         605.0112, F.S.; providing additional exceptions
 1934         regarding the requirement that limited liability
 1935         company names be distinguishable from the names of
 1936         other entities or filings; specifying differences in
 1937         names which are not considered distinguishable;
 1938         designating part I of ch. 607, F.S., entitled
 1939         “Corporations”; amending s. 607.0101, F.S.; revising a
 1940         provision to conform to changes made by the act;
 1941         amending s. 607.0401, F.S.; providing additional
 1942         exceptions regarding the requirement that corporate
 1943         names be distinguishable; specifying differences in
 1944         corporate names which are not considered
 1945         distinguishable; amending s. 607.1302, F.S.; providing
 1946         that the amendment of articles of incorporation or the
 1947         merger, conversion, or share exchange of a social
 1948         purpose or benefit corporation entitles the
 1949         shareholders to appraisal rights; creating part II of
 1950         ch. 607, F.S., entitled “Social Purpose Corporations”;
 1951         creating s. 607.501, F.S.; providing application and
 1952         effect; creating s. 607.502, F.S.; providing
 1953         definitions; creating s. 607.503, F.S.; establishing
 1954         requirements for the formation of a social purpose
 1955         corporation; creating s. 607.504, F.S.; providing
 1956         procedures for an existing corporation to become a
 1957         social purpose corporation; creating s. 607.505, F.S.;
 1958         providing procedures for the termination of a social
 1959         purpose corporation status; creating s. 607.506, F.S.;
 1960         requiring that the corporate purpose must be to create
 1961         a public benefit; providing criteria; creating s.
 1962         607.507, F.S.; requiring that the directors of a
 1963         social purpose corporation meet a standard of conduct;
 1964         providing criteria for the standards; creating s.
 1965         607.508, F.S.; authorizing the articles of
 1966         incorporation of a social purpose corporation to
 1967         provide for a benefit director; providing powers and
 1968         duties of a benefit director; creating s. 607.509,
 1969         F.S.; requiring that the officers of a social purpose
 1970         corporation meet a standard of conduct; providing
 1971         criteria for the standards of conduct; creating s.
 1972         607.510, F.S.; authorizing a social purpose
 1973         corporation to designate an officer as a benefit
 1974         officer; providing for the powers and duties of a
 1975         benefit officer; creating s. 607.511, F.S.;
 1976         authorizing certain legal actions to be brought
 1977         against a social purpose corporation, its officers, or
 1978         its directors; creating s. 607.512, F.S.; requiring
 1979         the board of directors to prepare an annual benefit
 1980         report; providing criteria for the preparation of the
 1981         report; creating s. 607.513, F.S.; establishing
 1982         requirements for the availability and dissemination of
 1983         the annual report; authorizing a court to order
 1984         dissemination of the report; providing criteria;
 1985         creating part III of ch. 607, F.S., entitled “Benefit
 1986         Corporations”; creating s. 607.601, F.S.; providing
 1987         for application and effect; creating s. 607.602, F.S.;
 1988         providing definitions; creating s. 607.603, F.S.;
 1989         establishing requirements for the formation of a
 1990         benefit corporation; creating s. 607.604, F.S.;
 1991         providing procedures for an existing corporation to
 1992         become a benefit corporation; creating s. 607.605,
 1993         F.S.; providing procedures for the termination of a
 1994         benefit corporation status; creating s. 607.606, F.S.;
 1995         requiring that the corporate purpose be to create a
 1996         public benefit; providing criteria; creating s.
 1997         607.607, F.S.; requiring the directors of a benefit
 1998         corporation to meet a standard of conduct; providing
 1999         criteria for the standards; creating s. 607.608, F.S.;
 2000         authorizing the articles of incorporation of a benefit
 2001         corporation to provide for a benefit director;
 2002         providing powers and duties of the benefit director;
 2003         creating s. 607.609, F.S.; requiring the officers of a
 2004         benefit corporation to meet a standard of conduct;
 2005         providing criteria for the standards of conduct;
 2006         creating s. 607.610, F.S.; authorizing a benefit
 2007         corporation to designate an officer as a benefit
 2008         officer; providing for the powers and duties of the
 2009         benefit officer; creating s. 607.611, F.S.;
 2010         authorizing certain legal actions to be brought
 2011         against a benefit corporation, its officers, or its
 2012         directors; creating s. 607.612, F.S.; requiring the
 2013         board of directors to prepare an annual benefit
 2014         report; providing criteria for the preparation of the
 2015         report; creating s. 607.613, F.S.; establishing
 2016         requirements for the availability and dissemination of
 2017         the annual report; authorizing a court to order
 2018         dissemination of the report; amending ss. 617.0401 and
 2019         620.1108, F.S; providing additional exceptions
 2020         regarding the requirement that the names of entities
 2021         be distinguishable; specifying differences in names
 2022         which are not considered distinguishable; amending ss.
 2023         48.091, 215.555, 243.54, 310.171, 310.181, 329.10,
 2024         339.412, 420.101, 420.111, 420.161, 440.02, 440.386,
 2025         609.08, 617.1908, 618.221, 619.04, 624.430, 624.462,
 2026         624.489, 628.041, 631.262, 636.204, 641.2015,
 2027         655.0201, 658.23, 658.2953, 658.30, 658.36, 663.03,
 2028         663.04, 663.301, 663.306, 663.313, 718.111, 719.104,
 2029         720.302, 720.306, 766.101, and 865.09, F.S.;
 2030         conforming cross-references to changes made by the
 2031         act; providing an effective date.