ENROLLED HB 1623, Engrossed 1 2003 Legislature
1	A bill to be entitled
2	An act relating to the Florida Business Corporations Act;
3	amending s. 607.0120, F.S.; clarifying a document
4	execution provision relating to filing requirement;
5	amending s. 607.0122, F.S.; clarifying an agent statement
6	of resignation fee provision; amending s. 607.0123, F.S.;
7	clarifying an effective time and date of document
8	provision; amending s. 607.0124, F.S.; clarifying a filed
9	document correction provision; amending s. 607.0141, F.S.;
10	revising certain required notice provisions; providing for
11	nonapplication to certain provisions; amending s.
12	607.0401, F.S.; clarifying a corporate name provision;
13	providing construction relating to a corporate name;
14	amending s. 607.0505, F.S.; providing for agent
15	designation withdrawals by alien business organizations;
16	amending s. 607.0630, F.S.; clarifying shareholder’s
17	preemptive rights provisions relating to certain
18	securities; amending s. 607.0701, F.S.; providing for
19	remote communications at annual shareholder meetings;
20	providing requirements; amending s. 607.0702, F.S.;
21	providing for remote communications at special shareholder
22	meetings; providing requirements; amending s. 607.07401,
23	F.S.; revising a complaint verification and allegation
24	requirement under a shareholder derivative action
25	provision; amending s. 607.0902, F.S.; revising a notice
26	of shareholder meeting requirement; providing construction
27	of control shares voting rights; deleting a rights of
28	dissenting shareholders provision; amending s. 607.10025,
29	F.S.; clarifying certain articles of incorporation
30	provisions; amending s. 607.1004, F.S.; clarifying certain
31	voting group amendment voting provisions; amending s.
32	607.1006, F.S.; clarifying certain execution of articles
33	of amendment provisions; amending s. 607.1103, F.S.;
34	clarifying a notification of certain plan actions
35	provision; amending s. 607.1104, F.S.; clarifying a merger
36	of subsidiary corporation plan of merger information
37	requirement; amending s. 607.1108, F.S.; correcting a
38	cross reference; amending s. 607.11101, F.S.; clarifying
39	certain effect of merger provisions; amending s. 607.1202,
40	F.S.; clarifying a notice requirement relating to certain
41	sales of assets; amending s. 607.1301, F.S.; providing
42	definitions relating to appraisal rights; amending s.
43	607.1302, F.S.; providing for shareholders’ rights to
44	appraisals under certain circumstances; providing
45	limitations; providing for limiting or eliminating
46	appraisal rights under certain circumstances; prohibiting
47	certain corporate action challenges under certain
48	circumstances; creating s. 607.1303, F.S.; providing
49	procedures, requirements, and limitations for assertion of
50	rights by nominees and beneficial owners; amending s.
51	607.1320, F.S.; providing requirements for notice of
52	appraisal rights; creating s. 607.1321, F.S.; providing
53	requirements for notice of intent to demand payment;
54	creating s. 607.1322, F.S.; providing appraisal notice and
55	form requirements; creating s. 607.1323, F.S.; providing
56	procedures, requirements, and limitations for perfection
57	of appraisal rights; providing for right to withdraw under
58	certain circumstances; creating s. 607.1324, F.S.;
59	providing procedures and requirements for shareholders’
60	acceptance of certain offers; creating s. 607.1326, F.S.;
61	providing procedures for shareholder dissatisfaction with
62	certain offers; providing for waiver of certain rights;
63	creating s. 607.1331, F.S.; providing for assessment and
64	award of court costs and attorney fees under certain
65	circumstances; creating s. 607.1332, F.S.; providing for
66	disposition of certain acquired shares; creating s.
67	607.1333, F.S.; providing limitations on corporate
68	payouts; providing certain shareholder notice
69	requirements; amending s. 607.1403, F.S.; providing for
70	execution of articles of dissolution; clarifying
71	requirements; amending s. 607.1406, F.S.; clarifying
72	provisions relating to claims against dissolved
73	corporations; creating s. 607.1407, F.S.; providing
74	procedures and requirements for administration of unknown
75	claims against dissolved corporations; providing
76	conditions under which certain claims are barred; amending
77	s. 607.1422, F.S.; revising procedural requirements for
78	reinstatement after administrative dissolution; amending
79	s. 607.1503, F.S.; clarifying certain foreign corporation
80	name requirements; amending s. 607.1504, F.S.; revising
81	certain execution procedures and requirements for amended
82	certificates of authority; amending s. 607.1506, F.S.;
83	clarifying name requirements for foreign corporations;
84	creating s. 607.1605, F.S.; providing requirements,
85	procedures, and limitations on inspection of corporate
86	records by directors; amending s. 607.1622, F.S.; deleting
87	an annual report information requirement relating to
88	corporate liability for certain taxes; amending s.
89	607.1907, F.S.; clarifying an effect of repeal of prior
90	acts provision; repealing s. 607.0903, F.S., relating to
91	application of certain provisions to foreign corporations;
92	providing effective dates.
93
94	Be It Enacted by the Legislature of the State of Florida:
95
96	Section 1. Subsection (6) of section 607.0120, Florida
97	Statutes, is amended to read:
98	607.0120 Filing requirements.--
99	(6) The document must be executed:
100	(a) By a directorthe chair or any vice chair of the board
101	of directorsof a domestic or foreign corporation, or by its
102	president or by another of its officers;
103	(b) If directors or officershave not been selected or the
104	corporation has not been formed, by an incorporator; or
105	(c) If the corporation is in the hands of a receiver,
106	trustee, or other court-appointed fiduciary, by that fiduciary.
107	Section 2. Subsection (7) of section 607.0122, Florida
108	Statutes, is amended to read:
109	607.0122 Fees for filing documents and issuing
110	certificates.--The Department of State shall collect the
111	following fees when the documents described in this section are
112	delivered to the department for filing:
113	(7) Agent's statement of resignation from an inactive
114	administratively dissolvedcorporation: $35.
115	Section 3. Subsections (1) and (2) of section 607.0123,
116	Florida Statutes, are amended to read:
117	607.0123 Effective time and date of document.--
118	(1) Except as provided in subsectionssubsection (2) and
119	(4)and in s. 607.0124(3), a document accepted for filing is
120	effective on:
121	(a) At the date and at the timeof filing, as evidenced by
122	such means as the Department of State may use for the purpose of
123	recording the date and time of filing; or
124	(b) At the date specified in the document as its effective
125	date.
126	(2) A document may specify a delayed effective date and,
127	if desired, a time on that date, and if it does the document
128	shall become effective on the date and at the time, if any,
129	specified. If a delayed effective date is specified without
130	specifying a time on that date, the document shall become
131	effective at the start of business on that date. Unless
132	otherwise permitted by this act, a delayed effective date for a
133	document may not be later than the 90th day after the date on
134	which it is filed.
135	Section 4. Subsections (1) and (2) of section 607.0124,
136	Florida Statutes, are amended to read:
137	607.0124 Correcting filed document.--
138	(1) A domestic or foreign corporation may correct a
139	document filed by the Department of State within 3010 business
140	days afteroffiling if the document:
141	(a) Contains an inaccuracy;
142	(b) Was defectively executed, attested, sealed, verified,
143	or acknowledged; or
144	(c) The electronic transmission was defective.
145	(2) A document is corrected:
146	(a) By preparing articles of correction that:
147	1. Describe the document (including its filing date) or
148	attach a copy of it to the articles;
149	2. Specify the inaccuracy or defect to be corrected; and
150	3. Correct the inaccuracy or defect; and
151	(b) By delivering the executedarticles of correction to
152	the Department of State for filing, executed in accordance with
153	s. 607.0120.
154	Section 5. Subsection (3) of section 607.0141, Florida
155	Statutes, is amended to read:
156	607.0141 Notice.--
157	(3)(a)Written notice by a domestic or foreign corporation
158	authorized to transact business in this state to its
159	shareholder, if in a comprehensible form, is effective:
160	1.(a)Upon deposit into the United States mail, if mailed
161	postpaid and correctly addressed to the shareholder's address
162	shown in the corporation's current record of shareholders; or
163	2.(b)When electronically transmitted to the shareholder
164	in a manner authorized by the shareholder.
165	(b) Unless otherwise provided in the articles of
166	incorporation or bylaws, and without limiting the manner by
167	which notice otherwise may be given effectively to shareholders,
168	any notice to shareholders given by the corporation under any
169	provision of this chapter, the articles of incorporation, or the
170	bylaws, shall be effective if given by a single written notice
171	to shareholders who share an address if consented to by the
172	shareholders at that address to whom such notice is given. Any
173	such consent shall be revocable by a shareholder by written
174	notice to the corporation.
175	(c) Any shareholder who fails to object in writing to the
176	corporation, within 60 days after having been given written
177	notice by the corporation of its intention to send the single
178	notice permitted under paragraph (b), shall be deemed to have
179	consented to receiving such single written notice.
180	(d) This subsection shall not apply to s. 607.0620, s.
181	607.1402, or s. 607.1404.
182	Section 6. Subsection (1) of section 607.0401, Florida
183	Statutes, is amended, and subsection (5) is added to said
184	section, to read:
185	607.0401 Corporate name.--A corporate name:
186	(1) Must contain the word "corporation," "company," or
187	"incorporated" or the abbreviation "Corp.," "Inc.," or "Co.," or
188	words or abbreviations of like import in language,or the
189	designation "Corp,” "Inc,” or "Co,”as will clearly indicate
190	that it is a corporation instead of a natural person,or
191	partnership, or other business entity;
192	(5) The name of the corporation as filed with the
193	Department of State shall be for public notice only and shall
194	not alone create any presumption of ownership beyond that which
195	is created under the common law.
196	Section 7. Subsection (12) is added to section 607.0505,
197	Florida Statutes, to read:
198	607.0505 Registered agent; duties.--
199	(12) Any alien business organization may withdraw its
200	registered agent designation by delivering an application for
201	certificate of withdrawal to the Department of State for filing.
202	Such application shall set forth:
203	(a) The name of the alien business organization and the
204	jurisdiction under the law of which it is incorporated or
205	organized.
206	(b) That it is no longer required to maintain a registered
207	agent in this state.
208	Section 8. Subsection (1) and paragraphs (a), (c), (d),
209	and (e) of subsection (2) of section 607.0630, Florida Statutes,
210	are amended to read:
211	607.0630 Shareholders' preemptive rights.--
212	(1) The shareholders of a corporation do not have a
213	preemptive right to acquire the corporation's unissued shares or
214	the corporation’s treasury shares, except in each caseto the
215	extent the articles of incorporation soprovide.
216	(2) A statement included in the articles of incorporation
217	that "the corporation elects to have preemptive rights"(or words
218	of similar import) means that the following principles apply
219	except to the extent the articles of incorporation expressly
220	provide otherwise:
221	(a) The shareholders of the corporation have a preemptive
222	right, granted on uniform terms and conditions prescribed by the
223	board of directors to provide a fair and reasonable opportunity
224	to exercise the right, to acquire proportional amounts of the
225	corporation's unissued shares and treasury sharesupon the
226	decision of the board of directors to issue them.
227	(c) There is no preemptive right with respect to:
228	1. Shares issued as compensation to directors, officers,
229	agents, or employees of the corporation or its subsidiaries or
230	affiliates;
231	2. Shares issued to satisfy conversion or option rights
232	created to provide compensation to directors, officers, agents,
233	or employees of the corporation or its subsidiaries or
234	affiliates;
235	3. Shares authorized in articles of incorporation that are
236	issued within 6 months from the effective date of incorporation;
237	4. Shares issued pursuant to a plan of reorganization
238	approved by a court of competent jurisdiction pursuant to a law
239	of this state or of the United States; or
240	5.4. Shares issued for consideration othersold otherwise
241	than formoney.
242	(d) Holders of shares of any class or series without
243	general voting rights but with preferential rights to
244	distributions or net assets upon dissolution and liquidation
245	have no preemptive rights with respect to shares of any class.
246	(e) Holders of shares of any class or series with general
247	voting rights but without preferential rights to distributions
248	or net assets upon dissolution or liquidationhave no preemptive
249	rights with respect to shares of any class with preferential
250	rights to distributions or assets unless the shares with
251	preferential rights are convertible into or carry a right to
252	subscribe for or acquire shares without preferential rights.
253	Section 9. Subsection (4) is added to section 607.0701,
254	Florida Statutes, to read:
255	607.0701 Annual meeting.--
256	(4) If authorized by the board of directors, and subject
257	to such guidelines and procedures as the board of directors may
258	adopt, shareholders and proxyholders not physically present at
259	an annual meeting of shareholders may, by means of remote
260	communication:
261	(a) Participate in an annual meeting of shareholders.
262	(b) Be deemed present in person and vote at an annual
263	meeting of shareholders, whether such meeting is to be held at a
264	designated place or solely by means of remote communication,
265	provided that:
266	1. The corporation shall implement reasonable measures to
267	verify that each person deemed present and permitted to vote at
268	the annual meeting by means of remote communication is a
269	shareholder or proxyholder;
270	2. The corporation shall implement reasonable measures to
271	provide such shareholders or proxyholders a reasonable
272	opportunity to participate in the annual meeting and to vote on
273	matters submitted to the shareholders, including, without
274	limitation, an opportunity to communicate and to read or hear
275	the proceedings of the annual meeting substantially concurrently
276	with such proceedings; and
277	3. If any shareholder or proxyholder votes or takes other
278	action at the annual meeting by means of remote communication, a
279	record of such vote or other action shall be maintained by the
280	corporation.
281	Section 10. Subsection (4) is added to section 607.0702,
282	Florida Statutes, to read:
283	607.0702 Special meeting.--
284	(4) If authorized by the board of directors, and subject
285	to such guidelines and procedures as the board of directors may
286	adopt, shareholders and proxyholders not physically present at a
287	special meeting of shareholders may, by means of remote
288	communication:
289	(a) Participate in a special meeting of shareholders.
290	(b) Be deemed present in person and vote at a special
291	meeting of shareholders, whether such meeting is to be held at a
292	designated place or solely by means of remote communication,
293	provided that:
294	1. The corporation shall implement reasonable measures to
295	verify that each person deemed present and permitted to vote at
296	the special meeting by means of remote communication is a
297	shareholder or proxyholder;
298	2. The corporation shall implement reasonable measures to
299	provide such shareholders or proxyholders a reasonable
300	opportunity to participate in the special meeting and to vote on
301	matters submitted to the shareholders, including, without
302	limitation, an opportunity to communicate and to read or hear
303	the proceedings of the special meeting substantially
304	concurrently with such proceedings; and
305	3. If any shareholder or proxyholder votes or takes other
306	action at the special meeting by means of remote communication,
307	a record of such vote or other action shall be maintained by the
308	corporation.
309	Section 11. Subsection (2) of section 607.07401, Florida
310	Statutes, is amended to read:
311	607.07401 Shareholders' derivative actions.--
312	(2) A complaint in a proceeding brought in the right of a
313	corporation must be verified and allege with particularity the
314	demand made to obtain action by the board of directors and that
315	the demand was refused or ignored by the board of directors for
316	a period of at least 90 days from the first demand unless, prior
317	to the expiration of the 90 days, the person was notified in
318	writing that the corporation rejected the demand, or unless
319	irreparable injury to the corporation would result by waiting
320	for the expiration of the 90-day period. If the corporation
321	commences an investigation of the charges made in the demand or
322	complaint, the court may stay any proceeding until the
323	investigation is completed.
324	Section 12. Subsections (8), (9), and (11) of section
325	607.0902, Florida Statutes, are amended to read:
326	607.0902 Control-share acquisitions.--
327	(8) NOTICE OF SHAREHOLDER MEETING.--
328	(a) If a special meeting is requested, notice of the
329	special meeting of shareholders shall be given as promptly as
330	reasonably practicable by the issuing public corporation to all
331	shareholders of record as of the record date set for the
332	meeting, whether or not entitled to vote at the meeting.
333	(b) Notice of the special or annual shareholder meeting at
334	which the voting rights are to be considered must include or be
335	accompanied by each of the following:
336	1. A copy of the acquiring person statement delivered to
337	the issuing public corporation pursuant to this section.
338	2. A statement by the board of directors of the
339	corporation, authorized by its directors, of its position or
340	recommendation, or that it is taking no position or making no
341	recommendation, with respect to the proposed control-share
342	acquisition.
343	3. A statement that shareholders are or may be entitled to
344	assert dissenters' rights, to be accompanied by a copy of ss.
345	607.1301, 607.1302, and 607.1320.
346	(9) RESOLUTION GRANTING CONTROL-SHARE VOTING RIGHTS.--
347	(a) Control shares acquired in a control-share acquisition
348	have the same voting rights as were accorded the shares before
349	the control-share acquisition only to the extent granted by
350	resolution approved by the shareholders of the issuing public
351	corporation.
352	(b) To be approved under this subsection, the resolution
353	must be approved by:
354	1. Each class or series entitled to vote separately on the
355	proposal by a majority of all the votes entitled to be cast by
356	the class or series, with the holders of the outstanding shares
357	of a class or series being entitled to vote as a separate class
358	if the proposed control-share acquisition would, if fully
359	carried out, result in any of the changes described in s.
360	607.1004; and
361	2. Each class or series entitled to vote separately on the
362	proposal by a majority of all the votes entitled to be cast by
363	that group, excluding all interested shares.
364	(c) Any control shares that do not have voting rights
365	because such rights were not accorded to such shares by approval
366	of a resolution by the shareholders pursuant to paragraph (b)
367	shall regain voting rights and shall no longer be deemed control
368	shares upon a transfer to a person other than the acquiring
369	person or associate or affiliate, as defined in s. 607.0901, of
370	the acquiring person unless the acquisition of the shares by the
371	other person constitutes a control-share acquisition, in which
372	case the voting rights of the shares remain subject to the
373	provisions of this section.
374	(11) RIGHTS OF DISSENTING SHAREHOLDERS.--
375	(a) Unless otherwise provided in a corporation's articles
376	of incorporation or bylaws before a control-share acquisition
377	has occurred, in the event control shares acquired in a control-
378	share acquisition are accorded full voting rights and the
379	acquiring person has acquired control shares with a majority or
380	more of all voting power, all shareholders of the issuing public
381	corporation shall have dissenters' rights to receive the fair
382	value of their shares as provided in ss. 607.1301, 607.1302, and
383	607.1320 as provided in this section.
384	(b) As used in this subsection, "fair value" means a value
385	not less than the highest price paid per share by the acquiring
386	person in the control-share acquisition.
387	Section 13. Subsections (4) and (6) of section 607.10025,
388	Florida Statutes, are amended to read:
389	607.10025 Shares; combination or division.--
390	(4) If a division or combination is effected by a board
391	action without shareholder approval and includes an amendment to
392	the articles of incorporation, there shall be executed in
393	accordance with s. 607.0120on behalf of the corporation and
394	filed in the office of the Department of State articlesa
395	certificate of amendment which shall setsettingforth:
396	(a) The name of the corporation.
397	(b) The date of adoption by the board of directors of the
398	resolution approving the division or combination.
399	(c) That the amendment to the articles of incorporation
400	does not adversely affect the rights or preferences of the
401	holders of outstanding shares of any class or series and does
402	not result in the percentage of authorized shares that remain
403	unissued after the division or combination exceeding the
404	percentage of authorized shares that were unissued before the
405	division or combination.
406	(d) The class or series and number of shares subject to
407	the division or combination and the number of shares into which
408	the shares are to be divided or combined.
409	(e) The amendment of the articles of incorporation made in
410	connection with the division or combination.
411	(f) If the division or combination is to become effective
412	at a time subsequent to the time of filing, the date, which may
413	not exceed 90 days after the date of filing, when the division
414	or combination becomes effective.
415	(6) If a division or combination is effected by action of
416	the board and of the shareholders, there shall be executed on
417	behalf of the corporation and filed with the Department of State
418	articlesa certificateof amendment as provided in s. 607.1003,
419	which articlescertificateshall set forth, in addition to the
420	information required by s. 607.1003, the information required in
421	subsection(4).
422	Section 14. Subsections (1) and (3) of section 607.1004,
423	Florida Statutes, are amended to read:
424	607.1004 Voting on amendments by voting groups.--
425	(1) The holders of the outstanding shares of a class are
426	entitled to vote as a class (if shareholder voting is otherwise
427	required by this act) upon a proposed amendment, if the
428	amendment would:
429	(a) Increase or decrease the aggregate number of
430	authorized shares of the class.
431	(a)(b)Effect an exchange or reclassification of all or
432	part of the shares of the class into shares of another class.
433	(b)(c)Effect an exchange or reclassification, or create a
434	right of exchange, of all or part of the shares of another class
435	into the shares of the class.
436	(c)(d)Change the designation, rights, preferences, or
437	limitations of all or part of the shares of the class.
438	(d)(e)Change the shares of all or part of the class into
439	a different number of shares of the same class.
440	(e)(f)Create a new class of shares having rights or
441	preferences with respect to distributions or to dissolution that
442	are prior or, superior, or substantially equalto the shares of
443	the class.
444	(f)(g)Increase the rights, preferences, or number of
445	authorized shares of any class that, after giving effect to the
446	amendment, have rights or preferences with respect to
447	distributions or to dissolution that are prior or, superior, or
448	substantially equalto the shares of the class.
449	(g)(h)Limit or deny an existing preemptive right of all
450	or part of the shares of the class.
451	(h)(i)Cancel or otherwise affect rights to distributions
452	or dividends that have accumulated but not yet been declared on
453	all or part of the shares of the class.
454	(3) If a proposed amendment that entitles the holders of
455	two or more classes or series of shares to vote as separate
456	voting groupsclassesunder this section would affect those two
457	or more classes orseries in the same or substantially similar
458	way, the holders of the shares of all the classes orseries so
459	affected must vote together as a single voting groupclasson
460	the proposed amendment, unless otherwise provided in the
461	articles of incorporation.
462	Section 15. Section 607.1006, Florida Statutes, is amended
463	to read:
464	607.1006 Articles of amendment.--
465	(1)A corporation amending its articles of incorporation
466	shall deliver to the Department of State for filing articles of
467	amendment which shall be executed in accordance with s. 607.0120
468	and which shall setsettingforth:
469	(1)(a)The name of the corporation;
470	(2)(b)The text of each amendment adopted;
471	(3)(c)If an amendment provides for an exchange,
472	reclassification, or cancellation of issued shares, provisions
473	for implementing the amendment if not contained in the amendment
474	itself;
475	(4)(d)The date of each amendment's adoption;
476	(5)(e)If an amendment was adopted by the incorporators or
477	board of directors without shareholder action, a statement to
478	that effect and that shareholder action was not required;
479	(6)(f)If an amendment was approved by the shareholders, a
480	statement that the number of votes cast for the amendment by the
481	shareholders was sufficient for approval and if more than one
482	voting group was entitled to vote on the amendment, a statement
483	designating each voting group entitled to vote separately on the
484	amendment, and a statement that the number of votes cast for the
485	amendment by the shareholders in each voting group was
486	sufficient for approval by that voting group.
487	(2) If the amendment is made by the incorporators or board
488	of directors without shareholder action, the articles of
489	amendment shall be executed by an incorporator or director, as
490	the case may be, approving the amendment.
491	Section 16. Subsection (4) of section 607.1103, Florida
492	Statutes, is amended to read:
493	607.1103 Action on plan.--
494	(4) The corporation the shareholders of which are entitled
495	to vote on the matter shall notify each shareholder, whether or
496	not entitled to vote, of the proposed shareholders' meeting in
497	accordance with s. 607.0705. The notice shall also state that
498	the purpose, or one of the purposes, of the meeting is to
499	consider the plan of merger or share exchange, regardless of
500	whether or not the meeting is an annual or a special meeting,
501	and contain or be accompanied by a copy or summary of the plan.
502	Furthermore, the notice shall contain a clear and concise
503	statement that, if the plan of merger or share exchange is
504	effected, shareholders dissenting therefrom may be entitled, if
505	they comply with the provisions of this act regarding appraisal
506	the rights of dissenting shareholders, to be paid the fair value
507	of their shares, and shall be accompanied by a copy of ss.
508	607.1301-607.1333, 607.1302, and 607.1320.
509	Section 17. Paragraph (b) of subsection (1) of section
510	607.1104, Florida Statutes, is amended to read:
511	607.1104 Merger of subsidiary corporation.--
512	(1)
513	(b) The board of directors of the parent shall adopt a
514	plan of merger that sets forth:
515	1. The names of the parent and subsidiary corporations;
516	2. The manner and basis of converting the shares of the
517	subsidiary or parent into shares, obligations, or other
518	securities of the parent or any other corporation or, in whole
519	or in part, into cash or other property, and the manner and
520	basis of converting rights to acquire shares of each corporation
521	into rights to acquire shares, obligations, and other securities
522	of the surviving or any other corporation or, in whole or in
523	part, into cash or other property;
524	3. If the merger is between the parent and a subsidiary
525	corporation and the parent is not the surviving corporation, a
526	provision for the pro rata issuance of shares of the subsidiary
527	to the holders of the shares of the parent corporation upon
528	surrender of any certificates therefor; and
529	4. A clear and concise statement that shareholders of the
530	subsidiary who, except for the applicability of this section,
531	would be entitled to vote and who dissent from the merger
532	pursuant to s. 607.1321607.1320, may be entitled, if they
533	comply with the provisions of this act regarding appraisalthe
534	rights of dissenting shareholders, to be paid the fair value of
535	their shares.
536	Section 18. Subsection (6) of section 607.1108, Florida
537	Statutes, is amended to read:
538	607.1108 Merger of domestic corporation and other business
539	entity.--
540	(6) Sections 607.1103 and 607.1301-607.1333607.1320
541	shall, insofar as they are applicable, apply to mergers of one
542	or more domestic corporations with or into one or more other
543	business entities.
544	Section 19. Subsections (3) and (7) of section 607.11101,
545	Florida Statutes, are amended to read:
546	607.11101 Effect of merger of domestic corporation and
547	other business entity.--When a merger becomes effective:
548	(3) The surviving entity shall thereafter be responsible
549	and liable for all the liabilities and obligations of each
550	domestic corporation and other business entity that is a party
551	to the merger, including liabilities arising out of appraisal
552	the rights of dissenterswith respect to such merger under
553	applicable law.
554	(7) The shares, partnership interests, interests,
555	obligations, or other securities, and the rights to acquire
556	shares, partnership interests, interests, obligations, or other
557	securities, of each domestic corporation and other business
558	entity that is a party to the merger shall be converted into
559	shares, partnership interests, interests, obligations, or other
560	securities, or rights to such securities, of the surviving
561	entity or any other domestic corporation or other business
562	entity or, in whole or in part, into cash or other property as
563	provided in the plan of merger, and the former holders of
564	shares, partnership interests, interests, obligations, or other
565	securities, or rights to such securities, shall be entitled only
566	to the rights provided in the plan of merger and to their
567	appraisal rights as dissenters, if any, under ss. 607.1301-
568	607.1333607.1301-607.1320, s. 608.4384, s. 620.205, or other
569	applicable law.
570	Section 20. Subsection (4) of section 607.1202, Florida
571	Statutes, is amended to read:
572	607.1202 Sale of assets other than in regular course of
573	business.--
574	(4) The corporation shall notify each shareholder of
575	record, whether or not entitled to vote, of the proposed
576	shareholders' meeting in accordance with s. 607.0705. The notice
577	shall also state that the purpose, or one of the purposes, of
578	the meeting is to consider the sale, lease, exchange, or other
579	disposition of all, or substantially all, the property of the
580	corporation, regardless of whether or not the meeting is an
581	annual or a special meeting, and shall contain or be accompanied
582	by a description of the transaction. Furthermore, the notice
583	shall contain a clear and concise statement that, if the
584	transaction is effected, shareholders dissenting therefrom are
585	or may be entitled, if they comply with the provisions of this
586	act regarding appraisalthe rights of dissenting shareholders,
587	to be paid the fair value of their shares and such notice shall
588	be accompanied by a copy of ss. 607.1301-607.1333607.1301,
589	607.1302, and 607.1320.
590	Section 21. Section 607.1301, Florida Statutes, is amended
591	to read:
592	(Substantial rewording of section. See s.
593	607.1301, Florida Statutes, for present text.)
594	607.1301 Appraisal rights; definitions.--The following
595	definitions apply to ss. 607.1302-607.1333:
596	(1) "Affiliate" means a person that directly or indirectly
597	through one or more intermediaries controls, is controlled by,
598	or is under common control with another person or is a senior
599	executive thereof. For purposes of s. 607.1302(2)(d), a person
600	is deemed to be an affiliate of its senior executives.
601	(2) "Beneficial shareholder" means a person who is the
602	beneficial owner of shares held in a voting trust or by a
603	nominee on the beneficial owner's behalf.
604	(3) "Corporation" means the issuer of the shares held by a
605	shareholder demanding appraisal and, for matters covered in ss.
606	607.1322-607.1333, includes the surviving entity in a merger.
607	(4) "Fair value” means the value of the corporation’s
608	shares determined:
609	(a) Immediately before the effectuation of the corporate
610	action to which the shareholder objects.
611	(b) Using customary and current valuation concepts and
612	techniques generally employed for similar businesses in the
613	context of the transaction requiring appraisal, excluding any
614	appreciation or depreciation in anticipation of the corporate
615	action unless exclusion would be inequitable to the corporation
616	and its remaining shareholders.
617	(5) "Interest" means interest from the effective date of
618	the corporate action until the date of payment, at the rate of
619	interest on judgments in this state on the effective date of the
620	corporate action.
621	(6) "Preferred shares” means a class or series of shares
622	the holders of which have preference over any other class or
623	series with respect to distributions.
624	(7) "Record shareholder" means the person in whose name
625	shares are registered in the records of the corporation or the
626	beneficial owner of shares to the extent of the rights granted
627	by a nominee certificate on file with the corporation.
628	(8) "Senior executive" means the chief executive officer,
629	chief operating officer, chief financial officer, or anyone in
630	charge of a principal business unit or function.
631	(9) "Shareholder" means both a record shareholder and a
632	beneficial shareholder.
633	Section 22. Section 607.1302, Florida Statutes, is amended
634	to read:
635	(Substantial rewording of section. See s.
636	607.1302, Florida Statutes, for present text.)
637	607.1302 Right of shareholders to appraisal.--
638	(1) A shareholder is entitled to appraisal rights, and to
639	obtain payment of the fair value of that shareholder's shares,
640	in the event of any of the following corporate actions:
641	(a) Consummation of a merger to which the corporation is a
642	party if shareholder approval is required for the merger by s.
643	607.1103 and the shareholder is entitled to vote on the merger
644	or if the corporation is a subsidiary and the merger is governed
645	by s. 607.1104;
646	(b) Consummation of a share exchange to which the
647	corporation is a party as the corporation whose shares will be
648	acquired if the shareholder is entitled to vote on the exchange,
649	except that appraisal rights shall not be available to any
650	shareholder of the corporation with respect to any class or
651	series of shares of the corporation that is not exchanged;
652	(c) Consummation of a disposition of assets pursuant to s.
653	607.1202 if the shareholder is entitled to vote on the
654	disposition, including a sale in dissolution but not including a
655	sale pursuant to court order or a sale for cash pursuant to a
656	plan by which all or substantially all of the net proceeds of
657	the sale will be distributed to the shareholders within 1 year
658	after the date of sale;
659	(d) Any other amendment to the articles of incorporation,
660	merger, share exchange, or disposition of assets to the extent
661	provided by the articles of incorporation, bylaws, or a
662	resolution of the board of directors, except that no bylaw or
663	board resolution providing for appraisal rights may be amended
664	or otherwise altered except by shareholder approval; or
665	(e) With regard to shares issued prior to October 1, 2003,
666	any amendment of the articles of incorporation if the
667	shareholder is entitled to vote on the amendment and if such
668	amendment would adversely affect such shareholder by:
669	1. Altering or abolishing any preemptive rights attached
670	to any of his or her shares;
671	2. Altering or abolishing the voting rights pertaining to
672	any of his or her shares, except as such rights may be affected
673	by the voting rights of new shares then being authorized of any
674	existing or new class or series of shares;
675	3. Effecting an exchange, cancellation, or
676	reclassification of any of his or her shares, when such
677	exchange, cancellation, or reclassification would alter or
678	abolish the shareholder's voting rights or alter his or her
679	percentage of equity in the corporation, or effecting a
680	reduction or cancellation of accrued dividends or other
681	arrearages in respect to such shares;
682	4. Reducing the stated redemption price of any of the
683	shareholder's redeemable shares, altering or abolishing any
684	provision relating to any sinking fund for the redemption or
685	purchase of any of his or her shares, or making any of his or
686	her shares subject to redemption when they are not otherwise
687	redeemable;
688	5. Making noncumulative, in whole or in part, dividends of
689	any of the shareholder's preferred shares which had theretofore
690	been cumulative;
691	6. Reducing the stated dividend preference of any of the
692	shareholder's preferred shares; or
693	7. Reducing any stated preferential amount payable on any
694	of the shareholder's preferred shares upon voluntary or
695	involuntary liquidation.
696	(2) Notwithstanding subsection (1), the availability of
697	appraisal rights under paragraphs (1)(a), (b), (c), and (d)
698	shall be limited in accordance with the following provisions:
699	(a) Appraisal rights shall not be available for the
700	holders of shares of any class or series of shares which is:
701	1. Listed on the New York Stock Exchange or the American
702	Stock Exchange or designated as a national market system
703	security on an interdealer quotation system by the National
704	Association of Securities Dealers, Inc.; or
705	2. Not so listed or designated, but has at least 2,000
706	shareholders and the outstanding shares of such class or series
707	has a market value of at least $10 million, exclusive of the
708	value of such shares held by its subsidiaries, senior
709	executives, directors, and beneficial shareholders owning more
710	than 10 percent of such shares.
711	(b) The applicability of paragraph (2)(a) shall be
712	determined as of:
713	1. The record date fixed to determine the shareholders
714	entitled to receive notice of, and to vote at, the meeting of
715	shareholders to act upon the corporate action requiring
716	appraisal rights; or
717	2. If there will be no meeting of shareholders, the close
718	of business on the day on which the board of directors adopts
719	the resolution recommending such corporate action.
720	(c) Paragraph (2)(a) shall not be applicable and appraisal
721	rights shall be available pursuant to subsection (1) for the
722	holders of any class or series of shares who are required by the
723	terms of the corporate action requiring appraisal rights to
724	accept for such shares anything other than cash or shares of any
725	class or any series of shares of any corporation, or any other
726	proprietary interest of any other entity, that satisfies the
727	standards set forth in paragraph (2)(a) at the time the
728	corporate action becomes effective.
729	(d) Paragraph (2)(a) shall not be applicable and appraisal
730	rights shall be available pursuant to subsection (1) for the
731	holders of any class or series of shares if:
732	1. Any of the shares or assets of the corporation are
733	being acquired or converted, whether by merger, share exchange,
734	or otherwise, pursuant to the corporate action by a person, or
735	by an affiliate of a person, who:
736	a. Is, or at any time in the 1-year period immediately
737	preceding approval by the board of directors of the corporate
738	action requiring appraisal rights was, the beneficial owner of
739	20 percent or more of the voting power of the corporation,
740	excluding any shares acquired pursuant to an offer for all
741	shares having voting power if such offer was made within 1 year
742	prior to the corporate action requiring appraisal rights for
743	consideration of the same kind and of a value equal to or less
744	than that paid in connection with the corporate action; or
745	b. Directly or indirectly has, or at any time in the 1-
746	year period immediately preceding approval by the board of
747	directors of the corporation of the corporate action requiring
748	appraisal rights had, the power, contractually or otherwise, to
749	cause the appointment or election of 25 percent or more of the
750	directors to the board of directors of the corporation; or
751	2. Any of the shares or assets of the corporation are
752	being acquired or converted, whether by merger, share exchange,
753	or otherwise, pursuant to such corporate action by a person, or
754	by an affiliate of a person, who is, or at any time in the 1-
755	year period immediately preceding approval by the board of
756	directors of the corporate action requiring appraisal rights
757	was, a senior executive or director of the corporation or a
758	senior executive of any affiliate thereof, and that senior
759	executive or director will receive, as a result of the corporate
760	action, a financial benefit not generally available to other
761	shareholders as such, other than:
762	a. Employment, consulting, retirement, or similar benefits
763	established separately and not as part of or in contemplation of
764	the corporate action;
765	b. Employment, consulting, retirement, or similar benefits
766	established in contemplation of, or as part of, the corporate
767	action that are not more favorable than those existing before
768	the corporate action or, if more favorable, that have been
769	approved on behalf of the corporation in the same manner as is
770	provided in s. 607.0832; or
771	c. In the case of a director of the corporation who will,
772	in the corporate action, become a director of the acquiring
773	entity in the corporate action or one of its affiliates, rights
774	and benefits as a director that are provided on the same basis
775	as those afforded by the acquiring entity generally to other
776	directors of such entity or such affiliate.
777	(e) For the purposes of paragraph (2)(d) only, the term
778	"beneficial owner" means any person who, directly or indirectly,
779	through any contract, arrangement, or understanding, other than
780	a revocable proxy, has or shares the power to vote, or to direct
781	the voting of, shares, provided that a member of a national
782	securities exchange shall not be deemed to be a beneficial owner
783	of securities held directly or indirectly by it on behalf of
784	another person solely because such member is the record holder
785	of such securities if the member is precluded by the rules of
786	such exchange from voting without instruction on contested
787	matters or matters that may affect substantially the rights or
788	privileges of the holders of the securities to be voted. When
789	two or more persons agree to act together for the purpose of
790	voting their shares of the corporation, each member of the group
791	formed thereby shall be deemed to have acquired beneficial
792	ownership, as of the date of such agreement, of all voting
793	shares of the corporation beneficially owned by any member of
794	the group.
795	(3) Notwithstanding any other provision of this section,
796	the articles of incorporation as originally filed or any
797	amendment thereto may limit or eliminate appraisal rights for
798	any class or series of preferred shares, but any such limitation
799	or elimination contained in an amendment to the articles of
800	incorporation that limits or eliminates appraisal rights for any
801	of such shares that are outstanding immediately prior to the
802	effective date of such amendment or that the corporation is or
803	may be required to issue or sell thereafter pursuant to any
804	conversion, exchange, or other right existing immediately before
805	the effective date of such amendment shall not apply to any
806	corporate action that becomes effective within 1 year of that
807	date if such action would otherwise afford appraisal rights.
808	(4) A shareholder entitled to appraisal rights under this
809	chapter may not challenge a completed corporate action for which
810	appraisal rights are available unless such corporate action:
811	(a) Was not effectuated in accordance with the applicable
812	provisions of this section or the corporation's articles of
813	incorporation, bylaws, or board of directors' resolution
814	authorizing the corporate action; or
815	(b) Was procured as a result of fraud or material
816	misrepresentation.
817	Section 23. Section 607.1303, Florida Statutes, is created
818	to read:
819	607.1303 Assertion of rights by nominees and beneficial
820	owners.--
821	(1) A record shareholder may assert appraisal rights as to
822	fewer than all the shares registered in the record shareholder's
823	name but owned by a beneficial shareholder only if the record
824	shareholder objects with respect to all shares of the class or
825	series owned by the beneficial shareholder and notifies the
826	corporation in writing of the name and address of each
827	beneficial shareholder on whose behalf appraisal rights are
828	being asserted. The rights of a record shareholder who asserts
829	appraisal rights for only part of the shares held of record in
830	the record shareholder's name under this subsection shall be
831	determined as if the shares as to which the record shareholder
832	objects and the record shareholder's other shares were
833	registered in the names of different record shareholders.
834	(2) A beneficial shareholder may assert appraisal rights
835	as to shares of any class or series held on behalf of the
836	shareholder only if such shareholder:
837	(a) Submits to the corporation the record shareholder's
838	written consent to the assertion of such rights no later than
839	the date referred to in s. 607.1322(2)(b)2.
840	(b) Does so with respect to all shares of the class or
841	series that are beneficially owned by the beneficial
842	shareholder.
843	Section 24. Section 607.1320, Florida Statutes, is amended
844	to read:
845	(Substantial rewording of section. See s.
846	607.1320, Florida Statutes, for present text.)
847	607.1320 Notice of appraisal rights.--
848	(1) If proposed corporate action described in s.
849	607.1302(1) is to be submitted to a vote at a shareholders'
850	meeting, the meeting notice must state that the corporation has
851	concluded that shareholders are, are not, or may be entitled to
852	assert appraisal rights under this chapter. If the corporation
853	concludes that appraisal rights are or may be available, a copy
854	of ss. 607.1301-607.1333 must accompany the meeting notice sent
855	to those record shareholders entitled to exercise appraisal
856	rights.
857	(2) In a merger pursuant to s. 607.1104, the parent
858	corporation must notify in writing all record shareholders of
859	the subsidiary who are entitled to assert appraisal rights that
860	the corporate action became effective. Such notice must be sent
861	within 10 days after the corporate action became effective and
862	include the materials described in s. 607.1322.
863	(3) If the proposed corporate action described in s.
864	607.1302(1) is to be approved other than by a shareholders’
865	meeting, the notice referred to in s. 607.1320(1) must be sent
866	to all shareholders at the time that consents are first
867	solicited pursuant to s. 607.0704, whether or not consents are
868	solicited from all shareholders, and include the materials
869	described in s. 607.1322.
870	Section 25. Section 607.1321, Florida Statutes, is created
871	to read:
872	607.1321 Notice of intent to demand payment.--
873	(1) If proposed corporate action requiring appraisal
874	rights under s. 607.1302 is submitted to a vote at a
875	shareholders' meeting, or is submitted to a shareholder pursuant
876	to a consent vote under s. 607.0704, a shareholder who wishes to
877	assert appraisal rights with respect to any class or series of
878	shares:
879	(a) Must deliver to the corporation before the vote is
880	taken, or within 20 days after receiving the notice pursuant to
881	s. 607.1320(3) if action is to be taken without a shareholder
882	meeting, written notice of the shareholder's intent to demand
883	payment if the proposed action is effectuated.
884	(b) Must not vote, or cause or permit to be voted, any
885	shares of such class or series in favor of the proposed action.
886	(2) A shareholder who does not satisfy the requirements of
887	subsection (1) is not entitled to payment under this chapter.
888	Section 26. Section 607.1322, Florida Statutes, is created
889	to read:
890	607.1322 Appraisal notice and form.--
891	(1) If proposed corporate action requiring appraisal
892	rights under s. 607.1302(1) becomes effective, the corporation
893	must deliver a written appraisal notice and form required by
894	paragraph (2)(a) to all shareholders who satisfied the
895	requirements of s. 607.1321. In the case of a merger under s.
896	607.1104, the parent must deliver a written appraisal notice and
897	form to all record shareholders who may be entitled to assert
898	appraisal rights.
899	(2) The appraisal notice must be sent no earlier than the
900	date the corporate action became effective and no later than 10
901	days after such date and must:
902	(a) Supply a form that specifies the date that the
903	corporate action became effective and that provides for the
904	shareholder to state:
905	1. The shareholder’s name and address.
906	2. The number, classes, and series of shares as to which
907	the shareholder asserts appraisal rights.
908	3. That the shareholder did not vote for the transaction.
909	4. Whether the shareholder accepts the corporation’s offer
910	as stated in subparagraph (2)(b)4.
911	5. If the offer is not accepted, the shareholder’s
912	estimated fair value of the shares and a demand for payment of
913	the shareholder’s estimated value plus interest.
914	(b) State:
915	1. Where the form must be sent and where certificates for
916	certificated shares must be deposited and the date by which
917	those certificates must be deposited, which date may not be
918	earlier than the date for receiving the required form under
919	subparagraph (2)(b)2.
920	2. A date by which the corporation must receive the form,
921	which date may not be fewer than 40 nor more than 60 days after
922	the date the subsection (1) appraisal notice and form are sent,
923	and state that the shareholder shall have waived the right to
924	demand appraisal with respect to the shares unless the form is
925	received by the corporation by such specified date.
926	3. The corporation's estimate of the fair value of the
927	shares.
928	4. An offer to each shareholder who is entitled to
929	appraisal rights to pay the corporation’s estimate of fair value
930	set forth in subparagraph (2)(b)3.
931	5. That, if requested in writing, the corporation will
932	provide to the shareholder so requesting, within 10 days after
933	the date specified in subparagraph (2)(b)2., the number of
934	shareholders who return the forms by the specified date and the
935	total number of shares owned by them.
936	6. The date by which the notice to withdraw under s.
937	607.1323 must be received, which date must be within 20 days
938	after the date specified in subparagraph (2)(b)2.
939	(c) Be accompanied by:
940	1. Financial statements of the corporation that issued the
941	shares to be appraised, consisting of a balance sheet as of the
942	end of the fiscal year ending not more than 15 months prior to
943	the date of the corporation’s appraisal notice, an income
944	statement for that year, a cash flow statement for that year,
945	and the latest available interim financial statements, if any.
946	2. A copy of ss. 607.1301-607.1333.
947	Section 27. Section 607.1323, Florida Statutes, is created
948	to read:
949	607.1323 Perfection of rights; right to withdraw.--
950	(1) A shareholder who wishes to exercise appraisal rights
951	must execute and return the form received pursuant to s.
952	607.1322(1) and, in the case of certificated shares, deposit the
953	shareholder's certificates in accordance with the terms of the
954	notice by the date referred to in the notice pursuant to s.
955	607.1322(2)(b)2. Once a shareholder deposits that shareholder's
956	certificates or, in the case of uncertificated shares, returns
957	the executed forms, that shareholder loses all rights as a
958	shareholder, unless the shareholder withdraws pursuant to
959	subsection (2).
960	(2) A shareholder who has complied with subsection (1) may
961	nevertheless decline to exercise appraisal rights and withdraw
962	from the appraisal process by so notifying the corporation in
963	writing by the date set forth in the appraisal notice pursuant
964	to s. 607.1322(2)(b)6. A shareholder who fails to so withdraw
965	from the appraisal process may not thereafter withdraw without
966	the corporation's written consent.
967	(3) A shareholder who does not execute and return the form
968	and, in the case of certificated shares, deposit that
969	shareholder's share certificates if required, each by the date
970	set forth in the notice described in subsection (2), shall not
971	be entitled to payment under this chapter.
972	Section 28. Section 607.1324, Florida Statutes, is created
973	to read:
974	607.1324 Shareholder’s acceptance of corporation’s
975	offer.--
976	(1) If the shareholder states on the form provided in s.
977	607.1322(1) that the shareholder accepts the offer of the
978	corporation to pay the corporation’s estimated fair value for
979	the shares, the corporation shall make such payment to the
980	shareholder within 90 days after the corporation’s receipt of
981	the form from the shareholder.
982	(2) Upon payment of the agreed value, the shareholder
983	shall cease to have any interest in the shares.
984	Section 29. Section 607.1326, Florida Statutes, is created
985	to read:
986	607.1326 Procedure if shareholder is dissatisfied with
987	offer.--
988	(1) A shareholder who is dissatisfied with the
989	corporation’s offer as set forth pursuant to s. 607.1322(2)(b)4.
990	must notify the corporation on the form provided pursuant to s.
991	607.1322(1) of that shareholder's estimate of the fair value of
992	the shares and demand payment of that estimate plus interest.
993	(2) A shareholder who fails to notify the corporation in
994	writing of that shareholder's demand to be paid the
995	shareholder's stated estimate of the fair value plus interest
996	under subsection (1) within the timeframe set forth in s.
997	607.1322(2)(b)2. waives the right to demand payment under this
998	section and shall be entitled only to the payment offered by the
999	corporation pursuant to s. 607.1322(2)(b)4.
1000	Section 30. Section 607.1331, Florida Statutes, is created
1001	to read:
1002	607.1331 Court costs and counsel fees.--
1003	(1) The court in an appraisal proceeding commenced under
1004	s. 607.1330 shall determine all costs of the proceeding,
1005	including the reasonable compensation and expenses of appraisers
1006	appointed by the court. The court shall assess the costs against
1007	the corporation, except that the court may assess costs against
1008	all or some of the shareholders demanding appraisal, in amounts
1009	the court finds equitable, to the extent the court finds such
1010	shareholders acted arbitrarily, vexatiously, or not in good
1011	faith with respect to the rights provided by this chapter.
1012	(2) The court in an appraisal proceeding may also assess
1013	the fees and expenses of counsel and experts for the respective
1014	parties, in amounts the court finds equitable:
1015	(a) Against the corporation and in favor of any or all
1016	shareholders demanding appraisal if the court finds the
1017	corporation did not substantially comply with ss. 607.1320 and
1018	607.1322; or
1019	(b) Against either the corporation or a shareholder
1020	demanding appraisal, in favor of any other party, if the court
1021	finds that the party against whom the fees and expenses are
1022	assessed acted arbitrarily, vexatiously, or not in good faith
1023	with respect to the rights provided by this chapter.
1024	(3) If the court in an appraisal proceeding finds that the
1025	services of counsel for any shareholder were of substantial
1026	benefit to other shareholders similarly situated, and that the
1027	fees for those services should not be assessed against the
1028	corporation, the court may award to such counsel reasonable fees
1029	to be paid out of the amounts awarded the shareholders who were
1030	benefited.
1031	(4) To the extent the corporation fails to make a required
1032	payment pursuant to s. 607.1324, the shareholder may sue
1033	directly for the amount owed and, to the extent successful,
1034	shall be entitled to recover from the corporation all costs and
1035	expenses of the suit, including counsel fees.
1036	Section 31. Section 607.1332, Florida Statutes, is created
1037	to read:
1038	607.1332 Disposition of acquired shares.--Shares acquired
1039	by a corporation pursuant to payment of the agreed value thereof
1040	or pursuant to payment of the judgment entered therefor, as
1041	provided in this chapter, may be held and disposed of by such
1042	corporation as authorized but unissued shares of the
1043	corporation, except that, in the case of a merger or share
1044	exchange, they may be held and disposed of as the plan of merger
1045	or share exchange otherwise provides. The shares of the
1046	surviving corporation into which the shares of such shareholders
1047	demanding appraisal rights would have been converted had they
1048	assented to the merger shall have the status of authorized but
1049	unissued shares of the surviving corporation.
1050	Section 32. Section 607.1333, Florida Statutes, is created
1051	to read:
1052	607.1333. Limitation on corporate payment.--
1053	(1) No payment shall be made to a shareholder seeking
1054	appraisal rights if, at the time of payment, the corporation is
1055	unable to meet the distribution standards of s. 607.06401. In
1056	such event, the shareholder shall, at the shareholder’s option:
1057	(a) Withdraw his or her notice of intent to assert
1058	appraisal rights, which shall in such event be deemed withdrawn
1059	with the consent of the corporation; or
1060	(b) Retain his or her status as a claimant against the
1061	corporation and, if it is liquidated, be subordinated to the
1062	rights of creditors of the corporation, but have rights superior
1063	to the shareholders not asserting appraisal rights, and if it is
1064	not liquidated, retain his or her right to be paid for the
1065	shares, which right the corporation shall be obliged to satisfy
1066	when the restrictions of this section do not apply.
1067	(2) The shareholder shall exercise the option under
1068	paragraph (1)(a) or (b) by written notice filed with the
1069	corporation within 30 days after the corporation has given
1070	written notice that the payment for shares cannot be made
1071	because of the restrictions of this section. If the shareholder
1072	fails to exercise the option, the shareholder shall be deemed to
1073	have withdrawn his or her notice of intent to assert appraisal
1074	rights.
1075	Section 33. Subsection (1) of section 607.1403, Florida
1076	Statutes, is amended to read:
1077	607.1403 Articles of dissolution.--
1078	(1) At any time after dissolution is authorized, the
1079	corporation may dissolve by delivering to the Department of
1080	State for filing articles of dissolution which shall be executed
1081	in accordance with s. 607.0120 and which shall setsetting
1082	forth:
1083	(a) The name of the corporation;
1084	(b) The date dissolution was authorized;
1085	(c) If dissolution was approved by the shareholders, a
1086	statement that the number cast for dissolution by the
1087	shareholderswas sufficient for approval.
1088	(d) If dissolution was approved by the shareholders and if
1089	voting by voting groups was required, a statement that the
1090	number cast for dissolution by the shareholderswas sufficient
1091	for approval must be separately provided for each voting group
1092	entitled to vote separately on the plan to dissolve.
1093	Section 34. Section 607.1406, Florida Statutes, is amended
1094	to read:
1095	607.1406 Knownclaims against dissolved corporation.--
1096	(1) A dissolved corporation or successor entity, as
1097	defined in subsection (15), may dispose of the known claims
1098	against it by following the procedures described in subsections
1099	(2), (3), and(4).
1100	(2) The dissolved corporation or successor entity shall
1101	deliver to each of its known claimants written notice of the
1102	dissolution at any time after its effective date. The written
1103	notice shall:
1104	(a) Provide a reasonable description of the claim that the
1105	claimant may be entitled to assert;
1106	(b) State whether the claim is admitted or not admitted,
1107	in whole or in part, and, if admitted:
1108	1. The amount that is admitted, which may be as of a given
1109	date; and
1110	2. Any interest obligation if fixed by an instrument of
1111	indebtedness;
1112	(c) Provide a mailing address where a claim may be sent;
1113	(d) State the deadline, which may not be fewer than 120
1114	days after the effective date of the written notice, by which
1115	confirmation of the claim must be delivered to the dissolved
1116	corporation or successor entity; and
1117	(e) State that the corporation or successor entity may
1118	make distributions thereafter to other claimants and the
1119	corporation's shareholders or persons interested as having been
1120	such without further notice.
1121	(3) A dissolved corporation or successor entity may
1122	reject, in whole or in part, any claim made by a claimant
1123	pursuant to this subsection by mailing notice of such rejection
1124	to the claimant within 90 days after receipt of such claim and,
1125	in all events, at least 150 days before expiration of 3 years
1126	following the effective date of dissolution. A notice sent by
1127	the dissolved corporation or successor entity pursuant to this
1128	subsection shall be accompanied by a copy of this section.
1129	(4) A dissolved corporation or successor entity electing
1130	to follow the procedures described in subsections(2) and (3)
1131	shall also give notice of the dissolution of the corporation to
1132	persons with known claims, that arecontingent upon the
1133	occurrence or nonoccurrence of future events or otherwise
1134	conditional or unmatured, and request that such persons present
1135	such claims in accordance with the terms of such notice. Such
1136	notice shall be in substantially the form, and sent in the same
1137	manner, as described in subsection (2).
1138	(5) A dissolved corporation or successor entity shall
1139	offer any claimant whose knownclaim is contingent, conditional,
1140	or unmatured such security as the corporation or such entity
1141	determines is sufficient to provide compensation to the claimant
1142	if the claim matures. The dissolved corporation or successor
1143	entity shall deliver such offer to the claimant within 90 days
1144	after receipt of such claim and, in all events, at least 150
1145	days before expiration of 3 years following the effective date
1146	of dissolution. If the claimant offered such security does not
1147	deliver in writing to the dissolved corporation or successor
1148	entity a notice rejecting the offer within 120 days after
1149	receipt of such offer for security, the claimant is deemed to
1150	have accepted such security as the sole source from which to
1151	satisfy his or her claim against the corporation.
1152	(6) A dissolved corporation or successor entity which has
1153	given notice in accordance with subsections (2) and (4) shall
1154	petition the circuit court in the county where the corporation's
1155	principal office is located or was located at the effective date
1156	of dissolution to determine the amount and form of security that
1157	will be sufficient to provide compensation to any claimant who
1158	has rejected the offer for security made pursuant to subsection
1159	(5).
1160	(7) A dissolved corporation or successor entity which has
1161	given notice in accordance with subsection (2) shall petition
1162	the circuit court in the county where the corporation's
1163	principal office is located or was located at the effective date
1164	of dissolution to determine the amount and form of security
1165	which will be sufficient to provide compensation to claimants
1166	whose claims are known to the corporation or successor entity
1167	but whose identities are unknown. The court shall appoint a
1168	guardian ad litem to represent all claimants whose identities
1169	are unknown in any proceeding brought under this subsection. The
1170	reasonable fees and expenses of such guardian, including all
1171	reasonable expert witness fees, shall be paid by the petitioner
1172	in such proceeding.
1173	(8) The giving of any notice or making of any offer
1174	pursuant to the provisions of this section shall not revive any
1175	claim then barred or constitute acknowledgment by the dissolved
1176	corporation or successor entity that any person to whom such
1177	notice is sent is a proper claimant and shall not operate as a
1178	waiver of any defense or counterclaim in respect of any claim
1179	asserted by any person to whom such notice is sent.
1180	(9) A dissolved corporation or successor entity which has
1181	followed the procedures described in subsections (2)-(7):
1182	(a) Shall pay the claims admitted or made and not rejected
1183	in accordance with subsection (3);
1184	(b) Shall post the security offered and not rejected
1185	pursuant to subsection (5);
1186	(c) Shall post any security ordered by the circuit court
1187	in any proceeding under subsections (6) and (7); and
1188	(d) Shall pay or make provision for all other known
1189	obligations of the corporation or such successor entity.
1190
1191	Such claims or obligations shall be paid in full, and any such
1192	provision for payments shall be made in full if there are
1193	sufficient funds. If there are insufficient funds, such claims
1194	and obligations shall be paid or provided for according to their
1195	priority and, among claims of equal priority, ratably to the
1196	extent of funds legally available therefor. Any remaining funds
1197	shall be distributed to the shareholders of the dissolved
1198	corporation; however, such distribution may not be made before
1199	the expiration of 150 days from the date of the last notice of
1200	rejections given pursuant to subsection (3). In the absence of
1201	actual fraud, the judgment of the directors of the dissolved
1202	corporation or the governing persons of such successor entity as
1203	to the provisions made for the payment of all obligations under
1204	paragraph (d) is conclusive.
1205	(10) A dissolved corporation or successor entity which has
1206	not followed the procedures described in subsections (2) and (3)
1207	shall pay or make reasonable provision to pay all knownclaims
1208	and obligations, including all contingent, conditional, or
1209	unmatured claims known to the corporation or such successor
1210	entity and all claims which are known to the dissolved
1211	corporation or such successor entity but for which the identity
1212	of the claimant is unknown. Such claims shall be paid in full,
1213	and any such provision for payment made shall be made in full if
1214	there are sufficient funds. If there are insufficient funds,
1215	such claims and obligations shall be paid or provided for
1216	according to their priority and, among claims of equal priority,
1217	ratably to the extent of funds legally available therefor. Any
1218	remaining funds shall be distributed to the shareholders of the
1219	dissolved corporation.
1220	(11) Directors of a dissolved corporation or governing
1221	persons of a successor entity which has complied with subsection
1222	(9) or subsection (10) are not personally liable to the
1223	claimants of the dissolved corporation.
1224	(12) A shareholder of a dissolved corporation the assets
1225	of which were distributed pursuant to subsection (9) or
1226	subsection (10) is not liable for any claim against the
1227	corporation in an amount in excess of such shareholder's pro
1228	rata share of the claim or the amount distributed to the
1229	shareholder, whichever is less.
1230	(13) A shareholder of a dissolved corporation, the assets
1231	of which were distributed pursuant to subsection (9),is not
1232	liable for any claim against the corporation, which claim is
1233	known to the corporation or successor entity,on which a
1234	proceeding is not begun prior to the expiration of 3 years
1235	following the effective date of dissolution.
1236	(14) The aggregate liability of any shareholder of a
1237	dissolved corporation for claims against the dissolved
1238	corporation arising under this section, s. 607.1407, or
1239	otherwise,may not exceed the amount distributed to the
1240	shareholder in dissolution.
1241	(15) As used in this section or s. 607.1407, the term
1242	"successor entity" includes any trust, receivership, or other
1243	legal entity governed by the laws of this state to which the
1244	remaining assets and liabilities of a dissolved corporation are
1245	transferred and which exists solely for the purposes of
1246	prosecuting and defending suits by or against the dissolved
1247	corporation, enabling the dissolved corporation to settle and
1248	close the business of the dissolved corporation, to dispose of
1249	and convey the property of the dissolved corporation, to
1250	discharge the liabilities of the dissolved corporation, and to
1251	distribute to the dissolved corporation's shareholders any
1252	remaining assets, but not for the purpose of continuing the
1253	business for which the dissolved corporation was organized.
1254	Section 35. Section 607.1407, Florida Statutes, is created
1255	to read:
1256	607.1407 Unknown claims against dissolved corporation.--A
1257	dissolved corporation or successor entity, as defined in s.
1258	607.1406(15), may choose to execute one of the following
1259	procedures to resolve payment of unknown claims.
1260	(1) A dissolved corporation or successor entity may file
1261	notice of its dissolution with the Department of State on the
1262	form prescribed by the Department of State and request that
1263	persons with claims against the corporation which are not known
1264	to the corporation or successor entity present them in
1265	accordance with the notice. The notice shall:
1266	(a) State the name of the corporation and the date of
1267	dissolution;
1268	(b) Describe the information that must be included in a
1269	claim and provide a mailing address to which the claim may be
1270	sent; and
1271	(c) State that a claim against the corporation under this
1272	subsection will be barred unless a proceeding to enforce the
1273	claim is commenced within 4 years after the filing of the
1274	notice.
1275	(2) A dissolved corporation or successor entity may,
1276	within 10 days of adopting the articles of dissolution, publish
1277	a "Notice of Corporate Dissolution." The notice shall appear
1278	once a week for 2 consecutive weeks in a newspaper of general
1279	circulation in a county in the state wherein the corporation
1280	owns real or personal property. Such newspaper shall meet the
1281	requirements as are prescribed by law for such purposes. The
1282	notice shall:
1283	(a) State the name of the corporation and the date of
1284	dissolution;
1285	(b) Describe the information that must be included in a
1286	claim and provide a mailing address to which the claim may be
1287	sent; and
1288	(c) State that a claim against the corporation under this
1289	subsection will be barred unless a proceeding to enforce the
1290	claim is commenced within 4 years after the filing of the
1291	notice.
1292	(3) If the dissolved corporation or successor entity
1293	complies with subsections (1) or (2), the claim of each of the
1294	following claimants is barred unless the claimant commences a
1295	proceeding to enforce the claim against the dissolved
1296	corporation within 4 years after the filing date:
1297	(a) A claimant who did not receive written notice under s.
1298	607.1406(9), or whose claim was not provided for under s.
1299	607.1456(10), whether such claim is based on an event occurring
1300	before or after the effective date of dissolution.
1301	(b) A claimant whose claim was timely sent to the
1302	dissolved corporation but on which no action was taken.
1303	(4) A claim may be entered under this section:
1304	(a) Against the dissolved corporation, to the extent of
1305	its undistributed assets; or
1306	(b) If the assets have been distributed in liquidation,
1307	against a shareholder of the dissolved corporation to the extent
1308	of such shareholder's pro rata share of the claim or the
1309	corporate assets distributed to such shareholder in liquidation,
1310	whichever is less, provided that the aggregate liability of any
1311	shareholder of a dissolved corporation arising under this
1312	section, s. 607.1406, or otherwise may not exceed the amount
1313	distributed to the shareholder in dissolution.
1314
1315	Nothing in this section shall preclude or relieve the
1316	corporation from its notification to claimants otherwise set
1317	forth in this chapter.
1318	Section 36. Subsections (1) and (2) of section 607.1422,
1319	Florida Statutes, are amended to read:
1320	607.1422 Reinstatement following administrative
1321	dissolution.--
1322	(1)(a)A corporation administratively dissolved under s.
1323	607.1421 may apply to the Department of State for reinstatement
1324	at any time after the effective date of dissolution. The
1325	corporationapplication must submit a reinstatement form
1326	prescribed and furnished by the Department of State or a current
1327	uniform business report signed by the registered agent and an
1328	officer or director and all fees then owed by the corporation,
1329	computed at the rate provided by law at the time the corporation
1330	applies for reinstatement:
1331	1. Recite the name of the corporation and the effective
1332	date of its administrative dissolution;
1333	2. State that the ground or grounds for dissolution either
1334	did not exist or have been eliminated and that no further
1335	grounds currently exist for dissolution;
1336	3. State that the corporation's name satisfies the
1337	requirements of s. 607.0401; and
1338	4. State that all fees owed by the corporation and
1339	computed at the rate provided by law at the time the corporation
1340	applies for reinstatement have been paid; or
1341	(b) As an alternative, the corporation may submit a
1342	current annual report, signed by the registered agent and an
1343	officer or director, which substantially complies with the
1344	requirements of paragraph (a).
1345	(2) If the Department of State determines that the
1346	application contains the information required by subsection (1)
1347	and that the information is correct, it shall reinstate the
1348	corporationcancel the certificate of dissolution and prepare a
1349	certificate of reinstatement that recites its determination and
1350	the effective date of reinstatement, file the original of the
1351	certificate, and serve a copy on the corporation under s.
1352	607.0504(2).
1353	Section 37. Paragraph (a) of subsection (1) of section
1354	607.1503, Florida Statutes, is amended to read:
1355	607.1503 Application for certificate of authority.--
1356	(1) A foreign corporation may apply for a certificate of
1357	authority to transact business in this state by delivering an
1358	application to the Department of State for filing. Such
1359	application shall be made on forms prescribed and furnished by
1360	the Department of State and shall set forth:
1361	(a) The name of the foreign corporation as long as its
1362	name satisfies the requirements of s. 607.0401, but if its name
1363	does not satisfy such requirementsor, if its name is
1364	unavailable for use in this state, a corporate name that
1365	otherwisesatisfies the requirements of s. 607.1506;
1366	Section 38. Subsection (2) of section 607.1504, Florida
1367	Statutes, is amended to read:
1368	607.1504 Amended certificate of authority.--
1369	(2) Such application shall be made within 9030days after
1370	the occurrence of any change mentioned in subsection (1), shall
1371	be made on forms prescribed by the Department of State and,
1372	shall be executed in accordance with s. 607.0120. The foreign
1373	corporation shall deliver with the completed application, a
1374	certificate, or a document of similar import, authenticated as
1375	of a date not more than 90 days prior to delivery of the
1376	application to the Department of State by the Secretary of State
1377	or other official having custody of corporate records in the
1378	jurisdiction under the laws of which it is incorporated,
1379	evidencing the amendment. A translation of the certificate,
1380	under oath or affirmation of the translator, must be attached to
1381	a certificate that is in a language other than English. The
1382	applicationand filed in the same manner as an original
1383	application for authority, andshall set forth:
1384	(a) The name of the foreign corporation as it appears on
1385	the records of the Department of State.
1386	(b) The jurisdiction of its incorporation.
1387	(c) The date it was authorized to do business in this
1388	state.
1389	(d) If the name of the foreign corporation has been
1390	changed, the name relinquished, the new name, a statement that
1391	the change of name has been effected under the laws of the
1392	jurisdiction of its incorporation, and the date the change was
1393	effected.
1394	(e) If the amendment changes its period of duration, a
1395	statement of such change.
1396	(f) If the amendment changes the jurisdiction of
1397	incorporation, a statement of such change.
1398	Section 39. Subsection (1) of section 607.1506, Florida
1399	Statutes, is amended to read:
1400	607.1506 Corporate name of foreign corporation.--
1401	(1) A foreign corporation is not entitled to file an
1402	application for a certificate of authority unless the corporate
1403	name of such corporation satisfies the requirements of s.
1404	607.0401. If the corporate name of a foreign corporation does
1405	not satisfy the requirements of s. 607.0401, the foreign
1406	corporation, to obtain or maintain a certificate of authority to
1407	transact business in this state:
1408	(a) May add the word "corporation," "company," or
1409	"incorporated" or the abbreviation "Corp.," "Inc.," "Co.," or
1410	the designation "Corp,” "Inc,” or "Co,”or words or
1411	abbreviations of like import in language,as will clearly
1412	indicate that it is a corporation instead of a natural person,
1413	or partnership, or other business entityto its corporate name
1414	for use in this state; or
1415	(b) May use an alternate name to transact business in this
1416	state if its real name is unavailable and it delivers to the
1417	Department of State for filing a copy of the resolution of its
1418	board of directors, executed as required by s. 607.0120,
1419	adopting an alternate name. Any such alternate corporate name,
1420	adopted for use in this state, shall be cross-referenced to the
1421	real corporate name in the records of the Division of
1422	Corporations. If the corporation’s real corporate name becomes
1423	available in this state or the corporation chooses to change its
1424	alternate name, a copy of the resolution of its board of
1425	directors changing or withdrawing the alternate name, executed
1426	as required by s. 607.0120, shall be delivered for filing.
1427	Section 40. Section 607.1605, Florida Statutes, is created
1428	to read:
1429	607.1605 Inspection of records by directors.--
1430	(1) A director of a corporation is entitled to inspect and
1431	copy the books, records, and documents of the corporation at any
1432	reasonable time to the extent reasonably related to the
1433	performance of the director's duties as a director, including
1434	duties as a member of a committee, but not for any other purpose
1435	or in any manner that would violate any duty to the corporation.
1436	(2) The circuit court of the county in which the
1437	corporation's principal office or, if none in this state, its
1438	registered office is located may order inspection and copying of
1439	the books, records, and documents at the corporation's expense,
1440	upon application of a director who has been refused such
1441	inspection rights, unless the corporation establishes that the
1442	director is not entitled to such inspection rights. The court
1443	shall dispose of an application under this subsection on an
1444	expedited basis.
1445	(3) If an order is issued, the court may include
1446	provisions protecting the corporation from undue burden or
1447	expense and prohibiting the director from using information
1448	obtained upon exercise of the inspection rights in a manner that
1449	would violate a duty to the corporation, and may also order the
1450	corporation to reimburse the director for the director's costs,
1451	including reasonable counsel fees, incurred in connection with
1452	the application.
1453	Section 41. Paragraphs (g), (h), and (i) of subsection (1)
1454	of section 607.1622, Florida Statutes, are amended to read:
1455	607.1622 Annual report for Department of State.--
1456	(1) Each domestic corporation and each foreign corporation
1457	authorized to transact business in this state shall deliver to
1458	the Department of State for filing a sworn annual report on such
1459	forms as the Department of State prescribes that sets forth:
1460	(g) Whether the corporation has liability for intangible
1461	taxes under s. 199.032. The Department of State shall annually
1462	prepare a list of those corporations that have indicated no
1463	intangible tax liability, and provide such list to the
1464	Department of Revenue;
1465	(g)(h)Language permitting a voluntary contribution of $5
1466	per taxpayer, which contribution shall be transferred into the
1467	Election Campaign Financing Trust Fund. A statement providing an
1468	explanation of the purpose of the trust fund shall also be
1469	included; and
1470	(h)(i)Such additional information as may be necessary or
1471	appropriate to enable the Department of State to carry out the
1472	provisions of this act.
1473	Section 42. Paragraph (b) of subsection (1) of section
1474	607.1907, Florida Statutes, is amended to read:
1475	607.1907 Effect of repeal of prior acts.--
1476	(1) Except as provided in subsection (2), the repeal of a
1477	statute by this act does not affect:
1478	(b) Any ratification, right,remedy, privilege,
1479	obligation, or liability acquired, accrued, or incurred under
1480	the statute before its repeal;
1481	Section 43. Section 607.0903, Florida Statutes, is
1482	repealed.
1483	Section 44. This act shall take effect October 1, 2003.