ENROLLED
       2024 Legislature                           CS for CS for SB 1198
       
       
       
       
       
       
                                                             20241198er
    1  
    2         An act relating to corporate actions; creating s.
    3         607.0145, F.S.; defining terms; creating s. 607.0146,
    4         F.S.; providing that a defective corporate action is
    5         not void or voidable in certain circumstances;
    6         providing that ratification or validation under
    7         certain circumstances may not be deemed the exclusive
    8         means of either ratifying or validating defective
    9         corporate actions, and that the absence or failure to
   10         ratify defective corporate actions does not affect the
   11         validity or effectiveness of certain corporate actions
   12         properly ratified; providing for a process whereby
   13         putative shares can be validated in the event of an
   14         overissue; creating s. 607.0147, F.S.; requiring the
   15         board of directors to take certain action to ratify a
   16         defective corporate action; authorizing those
   17         exercising the powers of the directors to take certain
   18         action when certain defective actions are related to
   19         the ratification of the initial board of directors;
   20         requiring members of the board of directors to seek
   21         approval of the shareholders in connection with
   22         ratifying a defective corporate action under certain
   23         conditions; authorizing the board of directors to
   24         abandon ratification at any time before the validation
   25         effective time after action by the board and, if
   26         required, approval of the shareholders; creating s.
   27         607.0148, F.S.; providing quorum and voting
   28         requirements for the ratification of certain defective
   29         corporate actions; requiring the board, in connection
   30         with a shareholder meeting held to ratify a defective
   31         corporate action, to send notice to all identifiable
   32         shareholders of a certain meeting date; requiring that
   33         the notice state that a purpose of the meeting is to
   34         consider ratification of a defective corporate action;
   35         requiring the notice sent to be accompanied by certain
   36         information; specifying the quorum and voting
   37         requirements applicable to ratification of the
   38         election of directors; requiring that votes cast
   39         within the voting group favoring ratification of the
   40         election of a director exceed the votes cast within
   41         the voting group opposing such ratification;
   42         prohibiting holders of putative shares from voting on
   43         ratification of any defective corporate action and
   44         providing that they may not be counted for quorum
   45         purposes or in certain written consents; requiring
   46         approval of certain amendments to the corporation’s
   47         articles of incorporation under certain circumstances;
   48         creating s. 607.0149, F.S.; requiring that notice be
   49         given to shareholders of certain corporate action
   50         taken by the board of directors; providing that notice
   51         is not required for holders of certain shares whose
   52         identities or addresses for notice cannot be
   53         determined; providing requirements for such notice;
   54         providing requirements for such notice for
   55         corporations subject to certain federal reporting
   56         requirements; creating s. 607.0150, F.S.; specifying
   57         the effects of ratification; creating s. 607.0151,
   58         F.S.; requiring corporations to file articles of
   59         validation under certain circumstances; providing
   60         applicability; providing requirements for articles of
   61         validation; creating s. 607.0152, F.S.; authorizing
   62         certain persons and entities to file certain motions;
   63         providing for service of process; requiring that
   64         certain actions be filed within a specified timeframe;
   65         authorizing the court to consider certain factors in
   66         resolving certain issues; authorizing the courts to
   67         take certain actions in cases involving defective
   68         corporate actions; amending ss. 605.0115, 607.0503,
   69         and 617.0502, F.S.; providing that a registered agent
   70         may resign from certain limited liability companies or
   71         foreign limited liability companies, certain dissolved
   72         corporations, and certain active or dissolved
   73         corporations, respectively, by delivering a specified
   74         statement of resignation to the Department of State;
   75         providing requirements for the statement; providing
   76         that a registered agent who is resigning from more
   77         than one such corporation or limited liability company
   78         may elect to file a statement of resignation for each
   79         such company or corporation or a composite statement;
   80         providing requirements for composite statements;
   81         requiring that a copy of each of the statements of
   82         resignation or the composite statement be mailed to
   83         the address on file with the department for the
   84         company or corporation or companies or corporations,
   85         as applicable; amending ss. 605.0213 and 607.0122,
   86         F.S.; conforming provisions to changes made by the
   87         act; providing that registered agents may pay one
   88         resignation fee regardless of whether resigning from
   89         one or multiple inactive or dissolved companies or
   90         corporations; reenacting ss. 605.0207 and
   91         605.0113(3)(b), F.S., relating to effective dates and
   92         times and to registered agents, respectively, to
   93         incorporate the amendments made to s. 605.0115, F.S.,
   94         in references thereto; reenacting s. 658.23(1), F.S.,
   95         relating to submission of articles of incorporation,
   96         to incorporate the amendment made to s. 607.0122,
   97         F.S., in a reference thereto; reenacting s.
   98         607.0501(4), F.S., relating to registered offices and
   99         registered agents, to incorporate the amendment made
  100         to s. 607.0503, F.S., in a reference thereto;
  101         reenacting s. 607.193(2)(b), F.S., relating to
  102         supplemental corporate fees, to incorporate the
  103         amendments made to ss. 605.0213 and 607.0122, F.S., in
  104         references thereto; reenacting ss. 39.8298(1)(a),
  105         252.71(2)(a), 288.012(6)(a), 617.1807, and
  106         617.2006(4), F.S., relating to the Guardian Ad Litem
  107         direct-support organization, the Florida Emergency
  108         Management Assistance Foundation, State of Florida
  109         international offices, conversion to corporation not
  110         for profit, and incorporation of labor unions or
  111         bodies, respectively, to incorporate the amendment
  112         made in s. 617.0122, F.S., in references thereto;
  113         reenacting s. 617.0501(3) and 617.0503(1)(a), F.S.,
  114         relating to registered agents, to incorporate the
  115         amendment made to s. 617.0502, F.S., in references
  116         thereto; providing an effective date.
  117          
  118  Be It Enacted by the Legislature of the State of Florida:
  119  
  120         Section 1. Section 607.0145, Florida Statutes, is created
  121  to read:
  122         607.0145Definitions.—As used in ss. 607.0145-607.0152, the
  123  term:
  124         (1) “Corporate action” means any action taken by or on
  125  behalf of a corporation, including any action taken by the
  126  incorporator, the board of directors, a committee of the board
  127  of directors, an officer or agent of the corporation, or the
  128  shareholders.
  129         (2) “Date of the defective corporate action” means the
  130  date, or, if the exact date is unknown, the approximate date, on
  131  which the defective corporate action was purported to have been
  132  taken.
  133         (3) “Defective corporate action” means:
  134         (a) Any corporate action purportedly taken which is, and at
  135  the time such corporate action was purportedly taken would have
  136  been, within the power of the corporation, but is void or
  137  voidable due to a failure of authorization; or
  138         (b) An overissue.
  139         (4) “Failure of authorization” means the failure to
  140  authorize, approve, or otherwise effect a corporate action in
  141  compliance with this chapter, the corporation’s articles of
  142  incorporation or bylaws, a corporate resolution, or any plan or
  143  agreement to which the corporation is a party, if and to the
  144  extent such failure would render such corporate action void or
  145  voidable.
  146         (5) “Overissue” means the purported issuance of:
  147         (a) Shares of a class or series in excess of the number of
  148  shares of the class or series the corporation has the power to
  149  issue under s. 607.0601 at the time of such issuance; or
  150         (b) Shares of any class or series that is not then
  151  authorized for issuance by the corporation’s articles of
  152  incorporation.
  153         (6) “Putative shares” means the shares of any class or
  154  series, including shares issued upon exercise of rights,
  155  options, warrants, or other securities convertible into shares
  156  of the corporation, or interests with respect to such shares,
  157  that were created or issued as a result of a defective corporate
  158  action and that:
  159         (a)Would constitute valid shares but for any failure of
  160  authorization; or
  161         (b) Cannot be determined by the board of directors to be
  162  valid shares.
  163         (7)“Valid shares” means the shares of any class or series
  164  that have been duly authorized and validly issued in accordance
  165  with this chapter, including as a result of ratification or
  166  validation under ss. 607.0145-607.0152.
  167         (8)(a) “Validation effective time,” with respect to any
  168  defective corporate action ratified under ss. 607.0145-607.0152,
  169  means the later of the following:
  170         1. The date and time at which the ratification of the
  171  defective corporate action is approved by the shareholders, or
  172  if approval of shareholders is not required, the date and time
  173  at which the notice required by s. 607.0149 becomes effective in
  174  accordance with s. 607.0141;
  175         2. If no articles of validation are required to be filed in
  176  accordance with s. 607.0151, the date and time at which the
  177  notice required by s. 607.0149 becomes effective in accordance
  178  with s. 607.0141; or
  179         3. If articles of validation are required to be filed in
  180  accordance with s. 607.0151, the date and time at which the
  181  articles of validation filed in accordance with s. 607.0151
  182  become effective.
  183         (b) The validation effective time will not be affected by
  184  the filing or pendency of a judicial proceeding under s.
  185  607.0152 or any other law unless otherwise ordered by the court.
  186         Section 2. Section 607.0146, Florida Statutes, is created
  187  to read:
  188         607.0146 Defective corporate actions.—
  189         (1) A defective corporate action is not void or voidable
  190  if:
  191         (a) The defective corporate action was ratified in
  192  accordance with the requirements of s. 607.0147, including the
  193  filing, if required, of articles of validation pursuant to s.
  194  607.0151; or
  195         (b) The defective corporate action was validated in
  196  accordance with s. 607.0152.
  197         (2) Ratification under s. 607.0147 or validation under s.
  198  607.0152 shall not be deemed to be the exclusive means of
  199  ratifying or validating any defective corporate action, and the
  200  absence or failure of ratification in accordance with ss.
  201  607.0145-607.0152 will not, in and of itself, affect the
  202  validity or effectiveness of any corporate action properly
  203  ratified under common law or otherwise, and it does not create a
  204  presumption that any such corporate action is or was a defective
  205  corporate action or is or was void or voidable.
  206         (3) In the case of an overissue, putative shares will be
  207  valid shares effective as of the date originally issued or
  208  purportedly issued upon:
  209         (a) The effectiveness under ss. 607.0145-607.0152 and ss.
  210  607.1001-607.1009 of an amendment to the articles of
  211  incorporation authorizing, designating, or creating such shares;
  212  or
  213         (b) The effectiveness of any other corporate action taken
  214  under ss. 607.0145-607.0152 ratifying the authorization,
  215  designation, or creation of such shares.
  216         Section 3. Section 607.0147, Florida Statutes, is created
  217  to read:
  218         607.0147Ratification of defective corporate actions.—
  219         (1) To ratify a defective corporate action under this
  220  section, other than to ratify an election of the initial board
  221  of directors under subsection (2), the board of directors must
  222  take the action in accordance with s. 607.0148, stating all of
  223  the following:
  224         (a) The defective corporate action to be ratified and, if
  225  the defective corporate action involved the issuance of putative
  226  shares, the number and type of putative shares purportedly
  227  issued.
  228         (b) The date of the defective corporate action.
  229         (c) The nature of the failure of authorization with respect
  230  to the defective corporate action to be ratified.
  231         (d) That the board of directors approves the ratification
  232  of the defective corporate action.
  233         (2) If a defective corporate action to be ratified relates
  234  to the election of the initial board of directors of the
  235  corporation under s. 607.0205(1)(b), a majority of the persons
  236  who, at the time of the ratification, are exercising the powers
  237  of directors must take an action stating all of the following:
  238         (a) The name of the person or persons who first took action
  239  in the name of the corporation as the initial board of directors
  240  of the corporation.
  241         (b) The earlier of the date on which either such persons
  242  first took such action or were purported to have been elected to
  243  the initial board of directors.
  244         (c) That the ratification of the election of such person or
  245  persons as the initial board of directors is approved.
  246         (3) If any provision of this chapter, the corporation’s
  247  articles of incorporation or bylaws, any corporate resolution,
  248  or any plan or agreement in effect at the time action to which
  249  the corporation is a party under subsection (1) is taken
  250  requires shareholder approval, or would have required
  251  shareholder approval, at the date of the occurrence of the
  252  defective corporate action, the ratification of the defective
  253  corporate action approved in the action taken by the directors
  254  under subsection (1) must be submitted to the shareholders for
  255  approval in accordance with s. 607.0148.
  256         (4) Unless otherwise provided in the action taken by the
  257  board of directors under subsection (1), after the action by the
  258  board of directors has been taken and, if required, approved by
  259  the shareholders, the board of directors may abandon the
  260  ratification at any time before the validation effective time
  261  without further action of the shareholders.
  262         Section 4. Section 607.0148, Florida Statutes, is created
  263  to read:
  264         607.0148 Action on ratification.—
  265         (1) The quorum and voting requirements applicable to a
  266  ratifying action by the board of directors under s. 607.0147(1)
  267  are the quorum and voting requirements applicable to the
  268  corporate action proposed to be ratified at the time such
  269  ratifying action is taken.
  270         (2)(a) If the ratification of the defective corporate
  271  action requires approval by the shareholders under s.
  272  607.0147(3), and if the approval is to be given at a meeting,
  273  the corporation must give notice of the meeting to each holder
  274  of valid and putative shares, regardless of whether entitled to
  275  vote, as of the record date for notice of the meeting and as of
  276  the date of the occurrence of the defective corporate action;
  277  however, such notice is not required to be given to holders of
  278  valid or putative shares whose identities or addresses for
  279  notice cannot be determined from the records of the corporation.
  280  The notice must state that the purpose, or one of the purposes,
  281  of the meeting is to consider ratification of a defective
  282  corporate action.
  283         (b) If the ratification of the defective corporate action
  284  requires approval by the shareholders under s. 607.0147(3), and
  285  if the approval is to be ratified by one or more written
  286  consents of the shareholders, the corporation must give notice
  287  of the action taken by such written consent to each holder of
  288  valid and putative shares as of the record date of the action by
  289  written consent and as of the date of the occurrence of the
  290  defective corporate action, regardless of whether entitled to
  291  vote; however, notice is not required to be given to holders of
  292  valid or putative shares whose identities or addresses for
  293  notice cannot be determined from the records of the corporation.
  294  The notice must state that the purpose, or one of the purposes,
  295  of the written consent was to ratify the defective corporate
  296  action.
  297         (c) The notice must be accompanied by both of the
  298  following:
  299         1. Either:
  300         a. A copy of the action taken by the board of directors in
  301  accordance with s. 607.0147(1); or
  302         b. The information required by s. 607.0147(1)(a)-(d).
  303         2. A statement that any claim asserting that the
  304  ratification of such defective corporate action, and any
  305  putative shares issued as a result of such defective corporate
  306  action, should not be effective, or should only be effective on
  307  certain conditions, and must be brought, if at all, within 120
  308  days after the applicable validation effective time.
  309         (3) Except as provided in subsection (4) with respect to
  310  the voting requirements to ratify the election of a director,
  311  any quorum and voting requirements applicable to the approval by
  312  the shareholders required by s. 607.0147(3) will be the quorum
  313  and voting requirements that are applicable, at the time of such
  314  shareholder approval, to the defective corporate action proposed
  315  to be ratified.
  316         (4) The approval by shareholders at a meeting to ratify the
  317  election of a director requires that the votes cast within the
  318  voting group favoring such ratification exceed the votes cast
  319  within the voting group opposing such ratification of the
  320  election at a meeting at which a quorum is present. Approval by
  321  shareholders by written consent to ratify the election of a
  322  director requires that the consents given within the voting
  323  group favoring such ratification represent a majority of the
  324  shares of the voting group.
  325         (5) Putative shares on the record date for determining the
  326  shareholders entitled to vote on any matter submitted to
  327  shareholders under s. 607.0147(3), and without giving effect to
  328  any ratification of putative shares that becomes effective as a
  329  result of such vote, will neither be entitled to vote nor be
  330  counted for quorum purposes in any vote to approve the
  331  ratification of any defective corporate action. Putative shares
  332  on the record date for an action by written consent, and without
  333  giving effect to any ratification of putative shares that
  334  becomes effective as a result of such written consent, will not
  335  be entitled to be counted in any written consent to approve the
  336  ratification of any defective corporate action.
  337         (6) If approval under this section of putative shares would
  338  result in an overissue, in addition to the approval required by
  339  s. 607.0147(3), approval of an amendment to the corporation’s
  340  articles of incorporation under ss. 607.1001–607.1009 to
  341  increase the number of shares of an authorized class or series
  342  or to authorize the creation of a class or series of shares so
  343  there is no overissue will also be required.
  344         Section 5. Section 607.0149, Florida Statutes, is created
  345  to read:
  346         607.0149 Notice requirements.—
  347         (1) Unless shareholder approval is required under s.
  348  607.0147(3), prompt notice of an action taken by the board of
  349  directors under s. 607.0147 must be given to each holder of
  350  valid shares and each holder of putative shares, regardless of
  351  whether entitled to vote, that is a holder of valid shares or
  352  putative shares as of:
  353         (a) The date of the action by the board of directors taken
  354  under s. 607.0147; and
  355         (b) The date of the occurrence of the defective corporate
  356  action being ratified.
  357         (2) Notice is not required to be given to those holders of
  358  valid shares or those holders of putative shares whose
  359  identities or addresses for notice cannot be determined from the
  360  records of the corporation.
  361         (3) The notice must contain both of the following:
  362         (a) Either:
  363         1. A copy of the action taken by the board of directors
  364  pursuant to s. 607.0147(1); or
  365         2. The information required by s. 607.0147(1)(a)-(d) or s.
  366  607.0147(2)(a), (b), and (c), as applicable.
  367         (b) A statement that, in order to be considered, any claim
  368  asserting that the ratification of the defective corporate
  369  action, and any putative shares issued as a result of such
  370  defective corporate action, should not be effective, or should
  371  be effective only on certain conditions, and must be brought, if
  372  at all, within 120 days after the applicable validation
  373  effective time.
  374         (4) Notice under this section is not required with respect
  375  to any action required to be submitted to shareholders for
  376  approval pursuant s. 607.0147(3) if notice is given in
  377  accordance with s. 607.0148(2).
  378         (5) Notice required by this section may be given in any
  379  manner permitted under s. 607.0141 and, for any corporation
  380  subject to the reporting requirements of s. 13 or s. 15(d) of
  381  the Securities Exchange Act of 1934, may be given by means of a
  382  filing or furnishing of such notice with the United States
  383  Securities and Exchange Commission.
  384         Section 6. Section 607.0150, Florida Statutes, is created
  385  to read:
  386         607.0150Effects of ratification.—The following provisions
  387  apply from and after the validation effective time, without
  388  regard to the 120-day period during which a claim may be brought
  389  under s. 607.0152:
  390         (1) Each defective corporate action ratified in accordance
  391  with s. 607.0147 will not be void or voidable as a result of the
  392  failure of authorization set forth and identified in the action
  393  taken under s. 607.0147(1) or (2) and will be deemed a valid
  394  corporate action effective as of the date of the defective
  395  corporate action.
  396         (2) The issuance of each putative share or fraction of a
  397  putative share purportedly issued pursuant to a defective
  398  corporate action identified in the action taken in accordance
  399  with s. 607.0147 will not be void or voidable, and each such
  400  putative share or fraction of a putative share will be deemed to
  401  be an identical share or fraction of a valid share as of the
  402  time it was purportedly issued.
  403         (3) Any corporate action taken subsequent to the defective
  404  corporate action ratified pursuant to ss. 607.0145-607.0152 in
  405  reliance on such defective corporate action having been validly
  406  effected, and any subsequent defective corporate action
  407  resulting directly or indirectly from such original defective
  408  corporate action, will be valid as of the respective time such
  409  corporate action was taken.
  410         Section 7. Section 607.0151, Florida Statutes, is created
  411  to read:
  412         607.0151 Filings.—
  413         (1) If the defective corporate action ratified under ss.
  414  607.0145-607.0152 would have required a filing under this
  415  chapter and either:
  416         (a) Any previous filing requires any change to the filing
  417  to give effect to the defective corporate action in accordance
  418  with this section, including, but not limited to, a change to
  419  the date and time of the effectiveness of such filing; or
  420         (b) A filing was not previously filed in respect of the
  421  defective corporate action,
  422  
  423  in lieu of a filing otherwise required under this chapter, the
  424  corporation must file articles of validation in accordance with
  425  this section, and such articles of validation will serve to
  426  amend or be a substitute for any other filing with respect to
  427  such defective corporate action required by this chapter.
  428         (2) The articles of validation must specify all of the
  429  following:
  430         (a) The defective corporate action that is the subject of
  431  the articles of validation, including, in the case of any
  432  defective corporate action involving the issuance of putative
  433  shares, the number and type of putative shares issued and the
  434  date or dates upon which such putative shares were purported to
  435  have been issued.
  436         (b) The date of the defective corporate action.
  437         (c) The nature of the failure of authorization in respect
  438  of the defective corporate action.
  439         (d) A statement that the defective corporate action was
  440  ratified in accordance with s. 607.0147, including the date on
  441  which the board of directors ratified such defective corporate
  442  action and, if applicable, the date on which the shareholders
  443  approved the ratification of such defective corporate action.
  444         (e)1.If a filing was previously made in respect of the
  445  defective corporate action and such filing requires any change
  446  to give effect to the ratification of such defective corporate
  447  action pursuant to s. 607.0147:
  448         a. The name, title, and filing date of the filing
  449  previously made and any articles of correction for that filing;
  450         b. A statement that a filing containing all of the
  451  information required to be included under the applicable
  452  provisions of this chapter to give effect to such defective
  453  corporate action is attached as an exhibit to the articles of
  454  validation; and
  455         c. The date and time that such filing is deemed to have
  456  become effective.
  457         2.If a filing was not previously made in respect of the
  458  defective corporate action and the defective corporate action
  459  ratified pursuant to s. 607.0147 would have required a filing
  460  under any other provision of this chapter:
  461         a. A statement that a filing containing all of the
  462  information required to be included under the applicable
  463  provisions of this chapter to give effect to such defective
  464  corporate action is attached as an exhibit to the articles of
  465  validation; and
  466         b. The date and time that such filing is deemed to have
  467  become effective.
  468         Section 8. Section 607.0152, Florida Statutes, is created
  469  to read:
  470         607.0152 Judicial proceedings regarding validity of
  471  corporate actions.—
  472         (1) Subject to subsection (4), upon application by the
  473  corporation, any successor entity to the corporation, a director
  474  of the corporation, any shareholder, beneficial shareholder, or
  475  unrestricted voting trust beneficial owner of the corporation,
  476  including any such shareholder, beneficial shareholder, or
  477  unrestricted voting trust beneficial owner as of the date of the
  478  defective corporate action ratified pursuant to s. 607.0147; or
  479  any other person claiming to be substantially and adversely
  480  affected by a ratification in accordance with s. 607.0147, the
  481  circuit court in the applicable county may take any one or more
  482  of the following actions:
  483         (a) Determine the validity and effectiveness of any
  484  corporate action or defective corporate action ratified pursuant
  485  to s. 607.0147.
  486         (b) Determine the validity and effectiveness of any
  487  ratification of any defective corporate action pursuant to s.
  488  607.0147.
  489         (c) Determine the validity and effectiveness of any
  490  defective corporate action not ratified or not ratified
  491  effectively pursuant to s. 607.0147.
  492         (d) Determine the validity of any putative shares.
  493         (e) Modify or waive any of the procedures specified in s.
  494  607.0147 or s. 607.0148 to ratify a defective corporate action.
  495         (2)In connection with an action brought under this
  496  section, the court may make such findings or issue such orders
  497  and take into account any one or more factors or considerations
  498  as it deems proper under the circumstances, including, but not
  499  limited to, any one or more of the factors, considerations,
  500  findings, and orders set forth in subsections (5) and (6).
  501         (3) Service of process of the application under subsection
  502  (1) on the corporation may be made in any manner provided in
  503  chapter 48 for service on a corporation, and no other party need
  504  be joined in order for the court to adjudicate the matter. In an
  505  action filed by the corporation, the court may require that
  506  notice of the action be provided to other persons specified by
  507  the court and permit such other persons to intervene in the
  508  action.
  509         (4) Notwithstanding any other law to the contrary, any
  510  action asserting that the ratification of a defective corporate
  511  action, and any putative shares issued as a result of such
  512  defective corporate action, should not be effective, or should
  513  be effective only on certain conditions, must be brought, if at
  514  all, within 120 days after the validation effective time.
  515         (5) In connection with the resolution of matters under
  516  subsection (2), the court may consider any of the following:
  517         (a) Whether the defective corporate action was originally
  518  approved or effectuated with the belief that the approval or
  519  effectuation was in compliance with the provisions of this
  520  chapter, the articles of incorporation, or the bylaws of the
  521  corporation.
  522         (b) Whether the corporation and board of directors have
  523  treated the defective corporate action as a valid act or
  524  transaction and whether any person has acted in reliance on the
  525  public record that such defective corporate action was valid.
  526         (c) Whether any person will be or was harmed by the
  527  ratification or validation of the defective corporate action,
  528  excluding any harm that would have resulted if the defective
  529  corporate action had been valid when approved or effectuated.
  530         (d) Whether any person will be harmed by the failure to
  531  ratify or validate the defective corporate action.
  532         (e) Whether the defective corporate action was a conflict
  533  of interest transaction.
  534         (f) Any other factors or considerations the court deems
  535  just and equitable.
  536         (6) In connection with an action under this section, the
  537  court may do any one or more of the following:
  538         (a) Declare that a ratification in accordance with and
  539  pursuant to s. 607.0147 is not effective or shall only be
  540  effective at a time or upon conditions established by the court.
  541         (b) Validate and declare effective any defective corporate
  542  action or putative shares and impose conditions upon such
  543  validation.
  544         (c) Require measures to remedy or avoid harm to any person
  545  substantially and adversely affected by a ratification in
  546  accordance with and pursuant to s. 607.0147 or by any order of
  547  the court pursuant to this section, excluding any harm that
  548  would have resulted if the defective corporate action had been
  549  valid when approved or effectuated.
  550         (d) Order the department to accept an instrument for filing
  551  with an effective time specified by the court, which effective
  552  time may be before or after the date and time of such order,
  553  provided that the filing date of such instrument shall be
  554  determined in accordance with s. 607.0123.
  555         (e) Approve a stock ledger for the corporation that
  556  includes any shares ratified or validated in accordance with
  557  this section or s. 607.0147.
  558         (f) Declare that the putative shares are valid shares or
  559  require a corporation to issue and deliver valid shares in place
  560  of any putative shares.
  561         (g) Order that a meeting of holders of valid shares or
  562  putative shares be held and exercise such powers as it deems
  563  appropriate with respect to such a meeting.
  564         (h) Declare that a defective corporate action validated by
  565  the court shall be effective as of the date and time of the
  566  defective corporate action or at such other date and time as
  567  determined by the court.
  568         (i) Declare that putative shares validated by the court
  569  shall be deemed to be identical valid shares or fractions of
  570  valid shares as of the date and time originally issued or
  571  purportedly issued or at such other date and time as determined
  572  by the court.
  573         (j) Require payment by the corporation of reasonable
  574  expenses, including attorney fees and costs, that the court
  575  finds just and equitable under the circumstances.
  576         (k) Issue other orders as it deems necessary and proper
  577  under the circumstances.
  578         Section 9. Subsection (2) of section 605.0115, Florida
  579  Statutes, is amended, and subsection (6) is added to that
  580  section, to read:
  581         605.0115 Resignation of registered agent.—
  582         (2) After delivering the statement of resignation to the
  583  department for filing, the registered agent must promptly mail a
  584  copy to the limited liability company’s or foreign limited
  585  liability company’s current mailing address; provided, however,
  586  that if a composite statement of resignation is being filed
  587  pursuant to subsection (6), the registered agent must promptly
  588  mail a copy of either the composite statement of resignation or
  589  a separate notice of resignation for each respective limited
  590  liability company, in each case using the respective mailing
  591  address of the respective limited liability company that then
  592  appears in the records of the department.
  593         (6)(a) If a registered agent is resigning as registered
  594  agent from more than one limited liability company that each has
  595  been dissolved, either voluntarily, administratively, or by
  596  court action, for a continuous period of 10 years or longer, the
  597  registered agent may elect to file the statement of resignation
  598  separately for each such limited liability company or may elect
  599  to file a single composite statement of resignation covering two
  600  or more limited liability companies. Any such composite
  601  statement of resignation must set forth, for each such limited
  602  liability company covered by the statement of resignation, the
  603  name of the respective limited liability and the date
  604  dissolution became effective for the respective limited
  605  liability company.
  606         (b)This subsection is applicable only to resignations from
  607  limited liability companies as defined in this chapter.
  608         Section 10. Subsection (2) of section 607.0503, Florida
  609  Statutes, is amended, and subsection (6) is added to that
  610  section, to read:
  611         607.0503 Resignation of registered agent.—
  612         (2) After delivering the statement of resignation to the
  613  department for filing, the registered agent must promptly mail a
  614  copy to the corporation at its current mailing address;
  615  provided, however, that if a composite statement of resignation
  616  is being filed pursuant to subsection (6), the registered agent
  617  must promptly mail a copy of either the composite statement of
  618  resignation or a separate notice of resignation for each
  619  respective corporation, in each case using the respective
  620  mailing address of the respective corporation that then appears
  621  in the records of the department.
  622         (6)(a) If a registered agent is resigning as registered
  623  agent from more than one corporation that each has been
  624  dissolved, either voluntarily, administratively, or by court
  625  action, for a continuous period of 10 years or longer, the
  626  registered agent may elect to file the statement of resignation
  627  separately for each such corporation or may elect to file a
  628  single composite statement of resignation covering two or more
  629  corporations. Any such composite statement of resignation must
  630  set forth, for each such corporation covered by the statement of
  631  resignation, the name of the respective corporation and the date
  632  that dissolution became effective for the respective
  633  corporation.
  634         (b) This subsection is applicable only to resignations by
  635  registered agents from domestic corporations.
  636         Section 11. Subsection (2) of section 617.0502, Florida
  637  Statutes, is amended to read:
  638         617.0502 Change of registered office or registered agent;
  639  resignation of registered agent.—
  640         (2)(a) Any registered agent may resign his or her agency
  641  appointment by signing and delivering for filing with the
  642  Department of State a statement of resignation and mailing a
  643  copy of such statement to the corporation at its mailing address
  644  of the respective corporation that then appears in the records
  645  of the Department of State; provided, however, that if a
  646  composite statement of resignation is being filed pursuant to
  647  paragraph (b), the registered agent must promptly mail a copy of
  648  either the composite statement of resignation or a separate
  649  notice of resignation for each respective corporation, in each
  650  case using the respective mailing address of the respective
  651  corporation that then appears in the records of the Department
  652  of State principal office address shown in its most recent
  653  annual report or, if none, filed in the articles of
  654  incorporation or other most recently filed document. The
  655  statement of resignation shall state that a copy of such
  656  statement of resignation or, if applicable, notice of
  657  resignation, has been mailed to the corporation at the address
  658  so stated. The agency is terminated as of the 31st day after the
  659  date on which the statement was filed and unless otherwise
  660  provided in the statement, termination of the agency acts as a
  661  termination of the registered office.
  662         (b) If a registered agent is resigning as registered agent
  663  from one or more corporations that each have been dissolved,
  664  either voluntarily, administratively, or by court action, for a
  665  continuous period of 10 years or longer, the registered agent
  666  may elect to file the statement of resignation separately for
  667  each such corporation or may elect to file a single composite
  668  statement of resignation covering two or more corporations. Any
  669  such composite statement of resignation must set forth, for each
  670  such corporation covered by the statement of resignation, the
  671  name of the respective corporation and the date that dissolution
  672  became effective for the respective corporation. This subsection
  673  is applicable only to resignations by registered agents from
  674  domestic corporations.
  675         Section 12. Subsections (8) and (9) of section 605.0213,
  676  Florida Statutes, are amended to read:
  677         605.0213 Fees of the department.—The fees of the department
  678  under this chapter are as follows:
  679         (8) For filing a registered agent’s statement of
  680  resignation from a an active limited liability company that has
  681  not been dissolved, $85.
  682         (9) For filing a registered agent’s statement of
  683  resignation from a dissolved limited liability company or a
  684  composite statement of resignation from two or more dissolved
  685  limited liability companies pursuant to s. 605.0115(6), $25.
  686         Section 13. Subsections (6) and (7) of section 607.0122,
  687  Florida Statutes, are amended to read:
  688         607.0122 Fees for filing documents and issuing
  689  certificates.—The department shall collect the following fees
  690  when the documents described in this section are delivered to
  691  the department for filing:
  692         (6) Agent’s statement of resignation from a active
  693  corporation that has not been dissolved: $87.50.
  694         (7) Agent’s statement of resignation from a an inactive
  695  dissolved corporation or a composite statement of resignation
  696  from two or more dissolved corporations pursuant to s.
  697  607.0502(6): $35.
  698         Section 14. Subsections (6) and (7) of section 617.0122,
  699  Florida Statutes, are amended to read:
  700         617.0122 Fees for filing documents and issuing
  701  certificates.—The Department of State shall collect the
  702  following fees on documents delivered to the department for
  703  filing:
  704         (6) Agent’s statement of resignation from a active
  705  corporation that has not been dissolved: $87.50.
  706         (7) Agent’s statement of resignation from a inactive
  707  dissolved corporation or a composite statement of resignation
  708  from two or more dissolved corporations pursuant to s.
  709  617.0502(2)(b): $35.
  710  
  711  Any citizen support organization that is required by rule of the
  712  Department of Environmental Protection to be formed as a
  713  nonprofit organization and is under contract with the department
  714  is exempt from any fees required for incorporation as a
  715  nonprofit organization, and the Secretary of State may not
  716  assess any such fees if the citizen support organization is
  717  certified by the Department of Environmental Protection to the
  718  Secretary of State as being under contract with the Department
  719  of Environmental Protection.
  720         Section 15. For the purpose of incorporating the amendments
  721  made by this act to section 605.0115, Florida Statutes, in a
  722  reference thereto, section 605.0207, Florida Statutes, is
  723  reenacted to read:
  724         605.0207 Effective date and time.—Except as otherwise
  725  provided in s. 605.0208, and subject to s. 605.0209(3), any
  726  document delivered to the department for filing under this
  727  chapter may specify an effective time and a delayed effective
  728  date. In the case of initial articles of organization, a prior
  729  effective date may be specified in the articles of organization
  730  if such date is within 5 business days before the date of
  731  filing. Subject to ss. 605.0114, 605.0115, 605.0208, and
  732  605.0209, a record filed by the department is effective:
  733         (1) If the record filed does not specify an effective time
  734  and does not specify a prior or a delayed effective date, on the
  735  date and at the time the record is accepted as evidenced by the
  736  department’s endorsement of the date and time on the filing.
  737         (2) If the record filed specifies an effective time, but
  738  not a prior or delayed effective date, on the date the record is
  739  accepted, as evidenced by the department’s endorsement, and at
  740  the time specified in the filing.
  741         (3) If the record filed specifies a delayed effective date,
  742  but not an effective time, at 12:01 a.m. on the earlier of:
  743         (a) The specified date; or
  744         (b) The 90th day after the record is filed.
  745         (4) If the record filed specifies a delayed effective date
  746  and an effective time, at the specified time on or the earlier
  747  of:
  748         (a) The specified date; or
  749         (b) The 90th day after the record is filed.
  750         (5) If the record filed is the initial articles of
  751  organization and specifies an effective date before the date of
  752  the filing, but no effective time, at 12:01 a.m. on the later
  753  of:
  754         (a) The specified date; or
  755         (b) The 5th business day before the record is filed.
  756         (6) If the record filed is the initial articles of
  757  organization and specifies an effective time and an effective
  758  date before the date of the filing, at the specified time on the
  759  later of:
  760         (a) The specified date; or
  761         (b) The 5th business day before the record is filed.
  762         (7) If the record filed does not specify the time zone or
  763  place at which the date or time, or both, is to be determined,
  764  the date or time, or both, at which it becomes effective shall
  765  be those prevailing at the place of filing in this state.
  766         Section 16. For the purpose of incorporating the amendments
  767  made by this act to section 605.0115, Florida Statutes, in a
  768  reference thereto, paragraph (b) of subsection (3) of section
  769  605.0113, Florida Statutes, is reenacted to read:
  770         605.0113 Registered agent.—
  771         (3) The duties of a registered agent are as follows:
  772         (b) If the registered agent resigns, to provide the notice
  773  required under s. 605.0115(2) to the company or foreign limited
  774  liability company at the address most recently supplied to the
  775  agent by the company or foreign limited liability company.
  776         Section 17. For the purpose of incorporating the amendment
  777  made by this act to section 607.0122, Florida Statutes, in a
  778  reference thereto, subsection (1) of section 658.23, Florida
  779  Statutes, is reenacted to read:
  780         658.23 Submission of articles of incorporation; contents;
  781  form; approval; filing; commencement of corporate existence;
  782  bylaws.—
  783         (1) Within 3 months after approval by the office and the
  784  appropriate federal regulatory agency, the applicant shall
  785  submit its duly executed articles of incorporation to the
  786  office, together with the filing fee due the Department of State
  787  under s. 607.0122.
  788         Section 18. For the purpose of incorporating the amendment
  789  made by this act to section 607.0503, Florida Statutes, in a
  790  reference thereto, subsection (4) of section 607.0501, Florida
  791  Statutes, is reenacted to read:
  792         607.0501 Registered office and registered agent.—
  793         (4) The duties of a registered agent are:
  794         (a) To forward to the corporation at the address most
  795  recently supplied to the registered agent by the corporation, a
  796  process, notice, or demand pertaining to the corporation which
  797  is served on or received by the registered agent; and
  798         (b) If the registered agent resigns, to provide the notice
  799  required under s. 607.0503 to the corporation at the address
  800  most recently supplied to the registered agent by the
  801  corporation.
  802         Section 19. For the purpose of incorporating the amendments
  803  made by this act to sections 605.0213 and 607.0122, Florida
  804  Statutes, in references thereto, paragraph (b) of subsection (2)
  805  of section 607.193, Florida Statutes, is reenacted to read:
  806         607.193 Supplemental corporate fee.—
  807         (2)
  808         (b) In addition to the fees levied under ss. 605.0213,
  809  607.0122, and 620.1109 and the supplemental corporate fee, a
  810  late charge of $400 shall be imposed if the supplemental
  811  corporate fee is remitted after May 1 except in circumstances in
  812  which a business entity was administratively dissolved or its
  813  certificate of authority was revoked due to its failure to file
  814  an annual report and the entity subsequently applied for
  815  reinstatement and paid the applicable reinstatement fee.
  816         Section 20. For the purpose of incorporating the amendment
  817  made by this act to section 617.0122, Florida Statutes, in a
  818  reference thereto, paragraph (a) of subsection (1) of section
  819  39.8298, Florida Statutes, is reenacted to read:
  820         39.8298 Guardian Ad Litem direct-support organization.—
  821         (1) AUTHORITY.—The Statewide Guardian Ad Litem Office
  822  created under s. 39.8296 is authorized to create a direct
  823  support organization.
  824         (a) The direct-support organization must be a Florida
  825  corporation not for profit, incorporated under the provisions of
  826  chapter 617. The direct-support organization shall be exempt
  827  from paying fees under s. 617.0122.
  828         Section 21. For the purpose of incorporating the amendment
  829  made by this act to section 617.0122, Florida Statutes, in a
  830  reference thereto, paragraph (a) of subsection (2) of section
  831  252.71, Florida Statutes, is reenacted to read:
  832         252.71 Florida Emergency Management Assistance Foundation.—
  833         (2) The foundation is hereby created as a direct-support
  834  organization of the division to provide assistance, funding, and
  835  support to the division in its disaster response, recovery, and
  836  relief efforts for natural emergencies.
  837         (a) The foundation must be an organization that is a
  838  Florida nonprofit corporation incorporated under chapter 617,
  839  approved by the Department of State, and recognized under s.
  840  501(c)(3) of the Internal Revenue Code. The foundation is exempt
  841  from paying fees under s. 617.0122.
  842         Section 22. For the purpose of incorporating the amendment
  843  made by this act to section 617.0122, Florida Statutes, in a
  844  reference thereto, paragraph (a) of subsection (6) of section
  845  288.012, Florida Statutes, is reenacted to read:
  846         288.012 State of Florida international offices; direct
  847  support organization.—The Legislature finds that the expansion
  848  of international trade and tourism is vital to the overall
  849  health and growth of the economy of this state. This expansion
  850  is hampered by the lack of technical and business assistance,
  851  financial assistance, and information services for businesses in
  852  this state. The Legislature finds that these businesses could be
  853  assisted by providing these services at State of Florida
  854  international offices. The Legislature further finds that the
  855  accessibility and provision of services at these offices can be
  856  enhanced through cooperative agreements or strategic alliances
  857  between private businesses and state, local, and international
  858  governmental entities.
  859         (6)(a) The department shall establish and contract with a
  860  direct-support organization, organized as a nonprofit under
  861  chapter 617 and recognized under s. 501(c)(3) of the Internal
  862  Revenue Code, to carry out the provisions of this section;
  863  assist with the coordination of international trade development
  864  efforts; and assist in development and planning related to
  865  foreign investment, international partnerships, and other
  866  international business and trade development. The organization
  867  is exempt from paying fees under s. 617.0122.
  868         Section 23. For the purpose of incorporating the amendment
  869  made by this act to section 617.0122, Florida Statutes, in a
  870  reference thereto, section 617.1807, Florida Statutes, is
  871  reenacted to read:
  872         617.1807 Conversion to corporation not for profit;
  873  authority of circuit judge.—If the circuit judge to whom the
  874  petition and proposed articles of incorporation are presented
  875  finds that the petition and proposed articles are in proper
  876  form, he or she shall approve the articles of incorporation and
  877  endorse his or her approval thereon; such approval shall provide
  878  that all of the property of the petitioning corporation shall
  879  become the property of the successor corporation not for profit,
  880  subject to all indebtedness and liabilities of the petitioning
  881  corporation. The articles of incorporation with such
  882  endorsements thereupon shall be sent to the Department of State,
  883  which shall, upon receipt thereof and upon payment of all taxes
  884  due the state by the petitioning corporation, if any, issue a
  885  certificate showing the receipt of the articles of incorporation
  886  with the endorsement of approval thereon and of the payment of
  887  all taxes to the state. Upon payment of the filing fees
  888  specified in s. 617.0122, the Department of State shall file the
  889  articles of incorporation, and from thenceforth the petitioning
  890  corporation shall become a corporation not for profit under the
  891  name adopted in the articles of incorporation and subject to all
  892  the rights, powers, immunities, duties, and liabilities of
  893  corporations not for profit under state law, and its rights,
  894  powers, immunities, duties, and liabilities as a corporation for
  895  profit shall cease and determine.
  896         Section 24. For the purpose of incorporating the amendment
  897  made by this act to section 617.0122, Florida Statutes, in a
  898  reference thereto, subsection (4) of section 617.2006, Florida
  899  Statutes, is reenacted to read:
  900         617.2006 Incorporation of labor unions or bodies.—Any group
  901  or combination of groups of workers or wage earners, bearing the
  902  name labor, organized labor, federation of labor, brotherhood of
  903  labor, union labor, union labor committee, trade union, trades
  904  union, union labor council, building trades council, building
  905  trades union, allied trades union, central labor body, central
  906  labor union, federated trades council, local union, state union,
  907  national union, international union, district labor council,
  908  district labor union, American Federation of Labor, Florida
  909  Federation of Labor, or any component parts or significant words
  910  of such terms, whether the same be used in juxtaposition or with
  911  interspace, may be incorporated under this act.
  912         (4) Upon the filing of the articles of incorporation and
  913  the petition, and the giving of such notice, the circuit judge
  914  to whom such petition may be addressed shall, upon the date
  915  stated in such notice, take testimony and inquire into the
  916  admissions and purposes of such organization and the necessity
  917  therefor, and upon such hearing, if the circuit judge shall be
  918  satisfied that the allegations set forth in the petition and
  919  articles of incorporation have been substantiated, and shall
  920  find that such organization will not be harmful to the community
  921  in which it proposes to operate, or to the state, and that it is
  922  intended in good faith to carry out the purposes and objects set
  923  forth in the articles of incorporation, and that there is a
  924  necessity therefor, the judge shall approve the articles of
  925  incorporation and endorse his or her approval thereon. Upon the
  926  filing of the articles of incorporation with its endorsements
  927  thereupon with the Department of State and payment of the filing
  928  fees specified in s. 617.0122, the subscribers and their
  929  associates and successors shall be a corporation by the name
  930  given.
  931         Section 25. For the purpose of incorporating the amendment
  932  made by this act to section 617.0502, Florida Statutes, in a
  933  reference thereto, subsection (3) of section 617.0501, Florida
  934  Statutes, is reenacted to read:
  935         617.0501 Registered office and registered agent.—
  936         (3) A registered agent appointed pursuant to this section
  937  or a successor registered agent appointed pursuant to s.
  938  617.0502 on whom process may be served shall each file a
  939  statement in writing with the Department of State, in such form
  940  and manner as shall be prescribed by the department, accepting
  941  the appointment as a registered agent simultaneously with his or
  942  her being designated. Such statement of acceptance shall state
  943  that the registered agent is familiar with, and accepts, the
  944  obligations of that position.
  945         Section 26. For the purpose of incorporating the amendment
  946  made by this act to section 617.0502, Florida Statutes, in a
  947  reference thereto, paragraph (a) of subsection (1) of section
  948  617.0503, Florida Statutes, is reenacted to read:
  949         617.0503 Registered agent; duties; confidentiality of
  950  investigation records.—
  951         (1)(a) Each corporation, foreign corporation, or alien
  952  business organization that owns real property located in this
  953  state, that owns a mortgage on real property located in this
  954  state, or that transacts business in this state shall have and
  955  continuously maintain in this state a registered office and a
  956  registered agent and shall file with the Department of State
  957  notice of the registered office and registered agent as provided
  958  in ss. 617.0501 and 617.0502. The appointment of a registered
  959  agent in compliance with s. 617.0501 or s. 617.0502 is
  960  sufficient for purposes of this section if the registered agent
  961  so appointed files, in the form and manner prescribed by the
  962  Department of State, an acceptance of the obligations provided
  963  for in this section.
  964         Section 27. This act shall take effect July 1, 2024.