Read the full stored bill text
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 1 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
1
An act relating to nonprofit corporations; amending s. 2
617.01011, F.S.; renaming the "Florida Not For Profit 3
Corporation Act" as the "Florida Nonprofit Corporation 4
Act"; amending s. 617.01201, F.S.; providing 5
applicability; providing that provisions of a plan or 6
filed document may not be made dependent upon facts 7
outside the plan or filed document; requiring a 8
corporation to file articles of amendment with the 9
Department of State under certain circumstances; 10
providing that articles of amendment are deemed to be 11
authorized by the authorization of the original filed 12
document to which they relate; providing that such 13
articles of amendment may be filed by the corporation 14
without further action by the board of directors or 15
the members; defining the terms "filed document" and 16
"plan"; making technical changes; amending s. 17
617.0123, F.S.; providing that a document accepted for 18
filing may specify an effective time and a delayed 19
effective date; providing that a previous effective 20
date may be specified in the initial articles of 21
incorporation if such date is within a specified 22
timeframe; specifying when a document accepted for 23
filing is effective; providing that the date or time 24
at which a document is filed is the time and date at 25
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 2 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
the place of filing in this state; amending s. 26
617.0124, F.S.; revising the circumstances in which a 27
domestic or foreign corporation may correct a document 28
filed with the department; prohibiting articles of 29
correction from containing a delayed effective date 30
for the correction; authorizing a corporation to 31
withdraw a filing delivered to the department before 32
it takes effect by delivering a withdrawal statement 33
to the department for filing; specifying what 34
information must be included in a withdrawal 35
statement; providing that the action or transaction 36
evidenced by the original filing does not take effect 37
upon the filing of a withdrawal statement by the 38
department; amending s. 617.0126, F.S.; revising what 39
a domestic or foreign corporation may do if the 40
department refuses to file a document delivered to its 41
office for filing; amending s. 617.0127, F.S.; 42
requiring all courts, public offices, and official 43
bodies to receive all certificates issued by the 44
department as prima facie evidence of certain facts; 45
amending s. 617.0128, F.S.; requiring the department 46
to issue, upon request, a certificate of status for a 47
domestic corporation or a certificate of authorization 48
for a foreign corporation; amending s. 617.01301, 49
F.S.; revising who must answer interrogatories 50
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 3 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
directed at a corporation; making technical changes; 51
amending s. 617.01401, F.S.; defining, revising, and 52
deleting terms; amending s. 617.0141, F.S.; requiring 53
written and oral notice to be communicated in a 54
specified manner; making technical changes; creating 55
s. 617.0143, F.S.; defining terms; providing that a 56
director is not automatically prevented from being a 57
qualified director under certain circumstances; 58
amending s. 617.0202, F.S.; revising the contents of 59
the articles of incorporation; amending s. 617.0204, 60
F.S.; deleting an exception for liability for 61
preincorporation transactions; amending s. 617.0206, 62
F.S.; providing an exception when the initial bylaws 63
of a corporation must be adopted by its board of 64
directors; amending s. 617.0302, F.S.; revising the 65
corporate powers of nonprofit corporations; amending 66
s. 617.0304, F.S.; making technical changes; amending 67
s. 617.0401, F.S.; authorizing a corporation to 68
register under a name that is not otherwise 69
distinguishable on the records of the department under 70
certain circumstances; providing that the corporate 71
name as filed with the department is for public notice 72
only and does not alone create any presumption of 73
ownership of such name; providing applicability; 74
amending s. 617.0403, F.S.; authorizing a foreign 75
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 4 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
corporation that has registered its name to conduct 76
its affairs in this state; making technical changes; 77
amending s. 617.0501, F.S.; specifying the duties of a 78
registered agent; deleting the definition for the term 79
"authorized entity"; authorizing a court to stay a 80
proceeding commenced by a corporation until the 81
corporation is in compliance; making technical 82
changes; amending s. 617.0502, F.S.; revising the 83
information required in a statement filed with the 84
department for a corporation requesting to change its 85
registered office or its registered agent; deleting a 86
provision that a registered agent may resign by 87
signing and delivering to the department a statement 88
of resignation; revising the statement of resignation 89
requirements; deleting the notification requirements 90
for a registered agent who changes his or her business 91
name or business address; deleting a provision that a 92
registered office or registered agent may be changed 93
on the corporation's annual report form filed with the 94
department; deleting a requirement that the department 95
collect a fee for filings; creating s. 617.05021, 96
F.S.; authorizing a registered agent to resign as 97
agent for a corporation in a specified manner under 98
certain circumstances; providing applicability; 99
providing that a registered agent is terminated upon 100
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 5 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
the department filing certain documents; providing 101
that a registered agent ceases to have responsibility 102
for any matter tendered to the agent once a statement 103
of resignation takes effect; authorizing a registered 104
agent to resign from a corporation regardless of 105
whether the corporation has active status; creating s. 106
617.05022, F.S.; authorizing a registered agent 107
seeking to change the registered agent's name or 108
business address to file with the department a 109
statement of change; specifying the information to be 110
included in the statement of change; requiring a 111
registered agent to furnish notice of the statement of 112
change to the represented corporation; providing that 113
the statement of change is effective when filed by the 114
department; providing that such changes may be made by 115
the corporation with other filings by the department; 116
requiring the department to collect a fee for filings; 117
amending s. 617.0503, F.S.; deleting applicability for 118
alien business organizations; revising the testimony 119
and records required to be produced for the Department 120
of Legal Affairs by certain domestic or foreign 121
corporations; deleting definitions; making technical 122
changes; amending s. 617.0505, F.S.; prohibiting a 123
corporation from paying any dividend and making 124
distributions of any part of its net income or net 125
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 6 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
earnings to its members, directors, or officers; 126
revising exceptions; providing that a dividend or 127
distribution by a nonprofit insurance company 128
subsidiary is not a distribution under certain 129
circumstances; making technical changes; amending s. 130
617.0601, F.S.; providing that, for certain nonprofit 131
corporations, notice to, the presence of, or the vote, 132
consent, or other action by a board of directors 133
satisfies a specified requirement; requiring 134
corporation members who have no other rights except as 135
provided in the articles of incorporation or the 136
bylaws to have the same rights and obligations as 137
every other member; authorizing a corporation to admit 138
members for no consideration or for such consideration 139
as determined by the board of directors; providing 140
that such consideration may take any form; providing 141
that payment of such consideration may be made as set 142
forth in or authorized by the articles of 143
incorporation, the bylaws, or the action of the board 144
of directors; prohibiting a corporation from being a 145
member of itself or exercising the rights of a member 146
with respect to itself; providing that a corporation's 147
purchase of its own membership interest is canceled 148
under certain circumstances; making technical changes; 149
creating s. 617.0603, F.S.; authorizing a corporation 150
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 7 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
to pay certain compensation to and confer certain 151
benefits upon its members, directors, officers, 152
agents, and employees; authorizing a corporation to 153
make certain distributions to its members and others 154
upon dissolution or final liquidation; providing that 155
such payments, benefits, or distributions may not be 156
deemed to be a dividend or a distribution of income or 157
earnings; amending s. 617.0604, F.S.; authorizing a 158
corporation to levy dues, assessments, and fees on its 159
members to the extent authorized by the articles of 160
incorporation or bylaws; providing that such dues, 161
assessments, and fees may be imposed on members of the 162
same class in alike or different amounts or 163
proportions, and imposed on a different basis on 164
different classes of members; providing that certain 165
members may be made exempt from such dues, 166
assessments, and fees to the extent provided in the 167
articles of incorporation or bylaws; providing that 168
the amount and method of collecting such dues, 169
assessments, and fees may be fixed in the articles of 170
incorporation or bylaws, or by the board of directors 171
or its members; providing that the articles of 172
incorporation or bylaws may provide reasonable means 173
to enforce the collection of such dues, assessments, 174
and fees; prohibiting a creditor of a corporation from 175
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 8 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
bringing a proceeding to reach the liability of a 176
member of the corporation unless certain conditions 177
are met; authorizing all creditors of a corporation to 178
intervene in any other creditor's proceeding brought 179
to reach and apply unpaid amounts due from the 180
corporation; authorizing all members who owe unpaid 181
amounts to the corporation to be joined in the 182
proceeding; providing that satisfaction of a debt owed 183
to a creditor by the corporation through payment of a 184
member who owes unpaid amounts to the corporation 185
satisfies the debt of the corporation to the creditor 186
and the debt of the member to the corporation to the 187
extent so paid by the member to the creditor; amending 188
s. 617.0605, F.S.; revising the process by which 189
membership interests of a corporation may be 190
transferred; amending s. 617.0606, F.S.; authorizing a 191
member to resign at any time for any reason; amending 192
s. 617.0607, F.S.; providing that a member who had a 193
membership suspended or terminated may be liable to 194
the corporation for dues, assessments, or fees for 195
obligations incurred or commitments made before the 196
expulsion, suspension, or termination; providing that 197
any such expulsion, suspension, or termination does 198
not relieve the member of any obligations or 199
commitments made before the expulsion, suspension, or 200
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 9 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
termination; authorizing a corporation to levy fines 201
or penalize its members if such actions are authorized 202
in the articles of incorporation or bylaws; 203
prohibiting the levy of certain penalties until after 204
the corporation has provided notice to the member 205
concerned and has afforded the affected member an 206
opportunity to be heard on the matter; amending s. 207
617.0608, F.S.; prohibiting certain corporations from 208
purchasing the membership interests or any rights 209
arising from membership of any of their members; 210
authorizing certain other corporations to purchase the 211
membership interest of any member or any right arising 212
from membership, subject to the articles of 213
incorporation or bylaws; providing that payment for 214
such membership interest or right arising from 215
membership is not a dividend or a distribution of 216
income or earnings; providing circumstances in which a 217
corporation may purchase the membership interests of a 218
member who resigns; amending s. 617.0701, F.S.; 219
authorizing a corporation with members to hold 220
meetings for certain purposes; providing that 221
specified meetings may be held in or out of this 222
state; providing that failure to hold a required 223
annual meeting does not work a forfeiture or 224
dissolution of the corporation and does not affect the 225
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 10 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
validity of any corporate action; revising when 226
special meetings of the members may be called; 227
providing that a written demand for a special meeting 228
may be revoked by a writing received by the 229
corporation before receiving the written demands from 230
certain members sufficient in number to require 231
holding the special meeting; providing that any 232
business other than that described in the meeting 233
notice may not be conducted at the meeting; 234
authorizing special meetings to be held in or out of 235
this state at a place stated in or fixed in accordance 236
with the articles of incorporation and bylaws; 237
requiring that special meetings be held at the 238
corporation's principal office if no such place is 239
stated in or fixed in the articles of incorporation 240
and bylaws or in the notice of special meeting; 241
providing that action taken by written consent is 242
effective when such written consent is signed by 243
members entitled to cast the required number of votes 244
on the action and has been delivered to the 245
corporation; requiring that, for corporations whose 246
nonvoting members must be given notice of proposed 247
corporate action, proper notice be given to the 248
nonvoting members after obtaining authorization by 249
written consent; authorizing members to waive any 250
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 11 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
required notice within a certain timeframe; requiring 251
that such waiver be in writing, signed by the member, 252
and delivered to the corporation for filing; providing 253
that a member's attendance at a meeting waives certain 254
objections; making technical changes; amending s. 255
617.0721, F.S.; providing that a member or a member's 256
attorney in fact may appoint a proxy to vote or 257
otherwise act for the member for certain duties; 258
requiring that an appointment form contain certain 259
information; specifying when an appointment of a proxy 260
is effective and valid; providing that the death or 261
incapacity of a member who appoints a proxy does not 262
affect the right of the corporation to accept the 263
proxy's authority under certain circumstances; 264
authorizing a member to revoke appointment of a proxy; 265
providing an exception; providing that a corporation 266
may reject a ballot or demand, as well as a vote, 267
consent, waiver, or proxy appointment, under certain 268
circumstances; providing that members of any class, 269
their attorneys-in-fact, and proxies may participate 270
in any meeting of members to the extent that the board 271
of directors authorizes such participation for such 272
class; limiting participation by remote communication 273
to the guidelines and procedures adopted by the board 274
of directors; providing that members, their attorneys-275
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 12 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
in-fact, and proxies who participate by means of 276
remote communication are deemed present in person and 277
may vote at a meeting under certain circumstances; 278
requiring that a vote or action taken by a member, a 279
member's attorney in fact, or a proxy by means of 280
remote communication be maintained by the corporation; 281
providing that a meeting may be held solely by means 282
of remote communication only under certain 283
circumstances; making technical changes; creating s. 284
617.0741, F.S.; prohibiting directors, officers, or 285
members from commencing a proceeding in the right of a 286
domestic or foreign corporation unless certain 287
circumstances exist; creating s. 617.0742, F.S.; 288
specifying requirements for a complaint in a 289
proceeding brought in the right of a corporation; 290
creating s. 617.0743, F.S.; authorizing the court to 291
stay a derivative proceeding if the corporation 292
commences an inquiry into the allegations made in the 293
demand or complaint; creating s. 617.0744, F.S.; 294
authorizing the court to dismiss a derivative 295
proceeding on motion by the corporation if a certain 296
determination is made by specified persons; providing 297
that the corporation has the burden of proof in all 298
such cases in regard to certain issues; authorizing 299
the court to appoint a panel of disinterested and 300
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 13 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
independent persons to make such determination; 301
providing construction; creating s. 617.0745, F.S.; 302
providing that a derivative action may not be 303
discontinued or settled without the court's approval; 304
requiring the court to direct that notice be given to 305
certain members under certain circumstances; 306
authorizing the court to determine which party bears 307
the expense of giving such notice; creating s. 308
617.0746, F.S.; authorizing the court to take 309
specified action upon the termination of a derivative 310
proceeding; creating s. 617.0747, F.S.; providing 311
applicability; amending s. 617.0803, F.S.; revising 312
the number of persons to serve on the board of 313
directors; creating s. 617.0804, F.S.; specifying the 314
manner in which directors of membership and 315
nonmembership corporations are elected; creating s. 316
617.0805, F.S.; providing that the articles of 317
incorporation or bylaws may specify the terms of 318
directors; providing that if a term is not specified 319
in the articles of incorporation or bylaws, the term 320
of a director is 1 year; providing that a decrease in 321
the number of directors does not affect an incumbent 322
director's term; providing that the term of a director 323
elected to fill a vacancy expires at the end of the 324
term the director is filling; providing that a 325
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 14 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
director continues to serve after his or her term 326
expires until the director's successor takes office; 327
amending s. 617.0808, F.S.; providing that a director 328
may be removed under certain circumstances; amending 329
s. 617.0809, F.S.; revising the manner in which a 330
vacancy on the board of directors is filled; deleting 331
a requirement that the term of a director elected or 332
appointed to fill a vacancy expires at the next annual 333
meeting to elect directors; deleting a provision 334
authorizing a vacancy caused by an increase in the 335
number of directors to be filled by the board of 336
directors in a specified manner; creating s. 337
617.08091, F.S.; authorizing the court to remove a 338
director from office in a proceeding commenced by or 339
in the right of the corporation if the court makes 340
certain findings; limiting the persons who may bring 341
such an action; requiring that an action by a member 342
be brought only if the member or members collectively 343
bringing action have a specified voting power; 344
authorizing the court to bar the director from being 345
reelected, redesignated, or reappointed for a period 346
prescribed by the court; providing construction; 347
amending s. 617.0820, F.S.; revising the criteria for 348
when meetings of the board of directors may be called; 349
authorizing that regular meetings of the board of 350
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 15 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
directors may be held without notice of date, time, 351
place, or purpose; requiring that special meetings of 352
the board of directors be preceded by a certain amount 353
of notice of the date, time, and place of the meeting; 354
amending s. 617.0821, F.S.; requiring that actions 355
taken without a meeting be delivered to the 356
corporation; revising when certain action taken is 357
effective; providing that a director's consent may be 358
withdrawn by a revocation signed by the director and 359
delivered to the corporation before delivery to the 360
corporation of certain unrevoked written consents; 361
amending s. 617.0823, F.S.; revising the list of what 362
a director waives when he or she signs a waiver of 363
notice and attends a meeting of the board of 364
directors; amending s. 617.0830, F.S.; specifying the 365
standards of conduct a member of the board of 366
directors or a board committee must conform to in 367
discharging his or her duties; authorizing members to 368
rely on certain persons in discharging their duties; 369
providing that a director is not a trustee in certain 370
respects; amending s. 617.0832, F.S.; defining terms; 371
providing that if a director's conflict of interest 372
transaction is fair to the corporation at the time 373
that transaction is authorized, approved, effectuated, 374
or ratified, the transaction is not void or voidable, 375
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 16 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
and is not grounds for relief, damages, or other 376
sanctions; providing that the person challenging the 377
validity of such transaction or seeking relief has the 378
burden of proving certain facts; specifying the burden 379
of proof for the person defending or asserting the 380
validity of the director's conflict of interest; 381
providing that the presence of or a vote cast by a 382
director with an interest in a transaction does not 383
affect the validity of the action if the transaction 384
is otherwise authorized, approved, or ratified by the 385
board of directors; authorizing a party challenging 386
the validity of the transaction to assert and prove 387
that a director or member was not disinterested on 388
certain grounds for the purpose of voting on, 389
consenting to, or approving the transaction; requiring 390
that an action to satisfy certain authorization 391
requirements be taken by the board of directors or a 392
committee in order to authorize the transaction under 393
certain circumstances; requiring that action be taken 394
to satisfy certain requirements by the members or a 395
committee in order to authorize the transaction under 396
certain circumstances; reordering and amending s. 397
617.0834, F.S.; revising immunity and liability of 398
certain persons; specifying when such persons are 399
deemed not to have derived an improper personal 400
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 17 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
benefit from any transaction under certain 401
circumstances; revising the definition of the term 402
"recklessness"; providing construction; amending s. 403
617.0835, F.S.; revising applicability; creating s. 404
617.0844, F.S.; providing the standards of conduct an 405
officer must conform to in discharging his or her 406
duties; authorizing officers to rely on certain 407
persons in discharging their duties; specifying the 408
duties of an officer; providing that an officer is not 409
a trustee with respect to the corporation or any 410
property held or administered by the corporation in 411
trust; amending s. 617.1001, F.S.; revising the 412
authority of the corporation to amend its articles of 413
incorporation; amending s. 617.1002, F.S; revising the 414
procedure for amending the articles of incorporation; 415
amending s. 617.1006, F.S.; requiring that an 416
amendment to the articles of incorporation be 417
delivered to the department for filing articles of 418
amendment; specifying what must be set forth in such 419
articles of amendment; amending s. 617.1101, F.S.; 420
revising the plan of merger for certain entities; 421
specifying what a plan of merger must include; 422
providing that terms of a plan of merger may be made 423
dependent upon facts objectively ascertainable outside 424
the plan; authorizing amendments to a plan of merger 425
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 18 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
with the consent of each party to the merger, except 426
as provided in the plan; authorizing a domestic party 427
to a merger to approve an amendment to a plan in a 428
certain manner; amending s. 617.1102, F.S.; revising 429
the limitations on merger for certain corporations 430
that hold property for a charitable purpose; amending 431
s. 617.1103, F.S.; specifying the manner in which a 432
plan of merger must be adopted for a domestic 433
corporation whose members are entitled to vote on the 434
merger; authorizing the adoption of a plan of merger 435
at the meeting of the board of directors for certain 436
domestic corporations; providing that a plan of merger 437
may be abandoned after the plan has been approved but 438
before the articles of merger are effective; providing 439
that the plan may be abandoned by the board of 440
directors in the same manner as the plan of merger was 441
approved by a domestic corporation or a merging 442
domestic eligible entity; requiring that a statement 443
of abandonment signed by all parties that signed the 444
articles of merger be delivered to the department if 445
the merger is abandoned after articles of merger were 446
delivered to the department for filing but before the 447
articles of merger become effective; specifying what 448
must be in a statement of abandonment; creating s. 449
617.1104, F.S.; authorizing a domestic or foreign 450
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 19 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
parent eligible entity that holds membership in a 451
domestic corporation and that carries a specified 452
percentage of voting power of the domestic corporation 453
to merge the subsidiary into itself or into another 454
specified domestic or foreign eligible entity or to 455
merge itself into the subsidiary; providing that such 456
mergers do not require approval of the board of 457
directors or members of the subsidiary unless 458
required; providing that articles of merger do not 459
need to be signed by the subsidiary entity; requiring 460
the parent eligible entity to notify subsidiary 461
members within a specified timeframe; providing 462
construction; amending s. 617.1105, F.S.; requiring 463
that the articles of merger be signed by each party to 464
the merger if the merger has been approved; providing 465
an exception; specifying what must be included in the 466
articles of merger; requiring that the articles of 467
merger be delivered to the department for filing; 468
specifying when a merger becomes effective; 469
authorizing the filing of articles of merger in a 470
specified manner under certain circumstances; amending 471
s. 617.1106, F.S.; revising the effects of a merger 472
once such merger becomes effective; providing that a 473
merger does not give rise to any rights that any 474
interest holder or third party would have upon a 475
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 20 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
dissolution, liquidation, or winding up of that party; 476
providing that a party to a merger is not required to 477
wind up its affairs and cause its dissolution or 478
termination; prohibiting certain property held in 479
trust or otherwise used for charitable purposes from 480
being diverted from such purposes except as provided 481
by law; providing that any bequest, devise, gift, 482
grant, or promise contained in certain instruments 483
inures to the survivor of the merger; providing that a 484
trust obligation that would govern property if the 485
property is directed to be transferred to the 486
nonsurviving party is transferred to the surviving 487
party of a merger; amending s. 617.1107, F.S.; 488
deleting provisions related to mergers of foreign 489
corporations and domestic corporations under certain 490
circumstances; requiring a foreign eligible entity 491
that survives a merger to comply with ch. 617, F.S.; 492
deleting a provision to allow abandonment of merger 493
under certain circumstances; amending s. 617.1202, 494
F.S.; revising the manner in which a corporation may 495
sell, lease, exchange, or otherwise dispose of all, or 496
substantially all, of its property; specifying the 497
manner in which a board of directors proposes and its 498
members approve the proposed transaction; authorizing 499
the corporation to abandon such disposition of 500
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 21 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
property without action by the members; providing 501
exceptions; providing construction; reenacting and 502
amending s. 617.1401, F.S.; revising what must be set 503
forth in articles of dissolution; amending s. 504
617.1402, F.S.; making technical changes; amending s. 505
617.1403, F.S.; defining the term "dissolved 506
corporation"; reenacting and amending s. 617.1405, 507
F.S.; authorizing the circuit court to appoint a 508
trustee, custodian, receiver, or provisional director 509
for any property owned or acquired by the corporation 510
to conduct its affairs for winding up and liquidating 511
its affairs if any director or officer of the 512
dissolved corporation is unwilling or unable to serve 513
or cannot be located; prohibiting certain property 514
held in trust from being diverted from its trust or 515
charitable purpose unless done so under certain 516
circumstances; amending s. 617.1406, F.S.; deleting 517
obsolete language; making technical changes; amending 518
s. 617.1407, F.S.; revising the notice requirements 519
that a dissolved corporation or successor entity must 520
file with the department; revising the claimants who 521
may bring a claim against a dissolved corporation or 522
successor entity; providing conditions under which 523
certain claims are barred; amending s. 617.1408, F.S.; 524
authorizing that a dissolved corporation or successor 525
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 22 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
entity may dispose of known claims against it by 526
giving written notice to its known claimants of the 527
dissolution within a specified timeframe after a 528
specified timeframe; specifying what must be in such 529
written notice; authorizing that a dissolved 530
corporation or successor entity may reject a claim 531
submitted by a claimant and received before the 532
specified timeframe by mailing notice of the rejection 533
to the claimant within a specified timeframe; 534
specifying what must be included in such notice; 535
providing that a claim against a dissolved corporation 536
is barred under certain circumstances; defining the 537
term "known claim"; providing that such notice does 538
not revive any claim then barred or acknowledge that 539
any person to whom such notice is sent is a proper 540
claimant and does not operate as a waiver of any 541
defenses or counterclaims; creating s. 617.1409, F.S.; 542
authorizing a dissolved corporation to file with the 543
circuit court for a determination of the amount and 544
form of security to be provided for payment of unknown 545
claims; specifying certain notice requirements of such 546
proceeding; authorizing the court to appoint a 547
guardian ad litem for a specified purpose; requiring 548
the dissolved corporation to pay the reasonable fees 549
and expenses of the guardian ad litem; providing that 550
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 23 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
provisions by the dissolved corporation for security 551
ordered by the court satisfies the dissolved 552
corporation's obligations with respect to certain 553
claims; creating s. 617.14091, F.S.; providing that 554
directors of certain dissolved corporations are not 555
personally liable to its claimants; authorizing 556
certain claims from being enforced against the 557
dissolved corporation's undistributed assets and a 558
member of the dissolved corporation on a pro rata 559
share of the claim or the corporate assets distributed 560
to such member, whichever is less; providing 561
construction; amending s. 617.1420, F.S.; requiring 562
the department to serve notice in a record to the 563
corporation of its intent to administratively dissolve 564
a corporation under certain circumstances; specifying 565
the manner in which the department may issue the 566
notice; requiring the department to administratively 567
dissolve a corporation that does not respond to such 568
notice within a specified timeframe; requiring the 569
department to issue a notice in a record of 570
administrative dissolution that states the grounds for 571
the administrative dissolution; authorizing the 572
department to issue such notice in a specified manner; 573
reenacting and amending s. 617.1421, F.S.; making 574
technical changes; amending s. 617.1430, F.S.; 575
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 24 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
revising when a circuit court may dissolve a 576
corporation or order other remedies; amending s. 577
617.1431, F.S.; revising the venue for judicial 578
dissolution proceedings; providing that directors need 579
not be made parties to a proceeding to dissolve a 580
corporation unless relief is sought against them 581
individually; authorizing a court to award reasonable 582
attorney fees and costs to the other parties to the 583
proceedings if the court makes certain findings; 584
deleting obsolete language; amending s. 617.1432, 585
F.S.; prohibiting a court from appointing a custodian 586
or receiver brought in certain proceedings if its 587
members, directors, or authorized persons have 588
provided for the appointment of a provisional director 589
or other means for the resolution of a deadlock; 590
authorizing the court to enforce the remedy so 591
provided by the provisional director; revising who the 592
court may appoint to act as receiver or custodian of 593
the corporation; revising the duties of the receiver 594
redesignated as custodian by the court; authorizing 595
the court to amend the order designating the receiver 596
as custodian and custodian as receiver; making 597
technical changes; amending s. 617.1433, F.S.; 598
conforming provisions to changes made by the act; 599
making technical changes; creating s. 617.1434, F.S.; 600
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 25 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
authorizing the court to order certain actions be 601
taken as an alternative to directing the dissolution 602
of the corporation; creating s. 617.1435, F.S.; 603
authorizing the court to appoint a provisional 604
director for a certain proceeding if it appears such 605
appointment will remedy the grounds alleged by the 606
complaining members or directors; providing that a 607
provisional director may be appointed without a 608
vacancy on the board of directors; providing that a 609
provisional director has all the rights and powers of 610
a duly elected director, until removed; specifying the 611
criteria for a provisional director; requiring a 612
provisional director to report to the court concerning 613
certain matters; providing that a provisional director 614
is not liable for actions taken or decisions made; 615
providing exceptions; requiring the provisional 616
director to submit recommendations to the court if 617
directed; authorizing any officer or director to 618
petition the court for certain instructions; requiring 619
the court to compensate and reimburse the provisional 620
director; amending s. 617.1440, F.S.; providing an 621
exception to the assets that must be deposited with 622
the Department of Financial Services for safekeeping; 623
making technical changes; creating s. 617.15015, F.S.; 624
providing the governing law for a foreign corporation 625
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 26 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
for certain affairs and interests of the foreign 626
corporation; prohibiting a foreign corporation from 627
being denied a certificate of authority for a 628
specified reason; providing that a certificate of 629
authority does not authorize a foreign corporation to 630
engage in any business or exercise any prohibited 631
power; amending s. 617.1502, F.S.; making technical 632
changes; providing that any member, officer, or 633
director of a foreign corporation is not liable for 634
the debts, obligations, or other liabilities of the 635
foreign corporation under certain circumstances; 636
providing applicability; requiring a foreign 637
corporation that transacts business in this state 638
without a certificate of authority to appoint the 639
Secretary of State as its agent for service of 640
process; amending s. 617.1503, F.S.; conforming a 641
provision to changes made by the act; amending s. 642
617.1504, F.S.; revising the requirements for a 643
foreign corporation to amend its certificate of 644
authority; revising applicability; authorizing a 645
foreign corporation to amend its certificate of 646
authority to add, remove, or change certain 647
information; amending s. 617.1505, F.S.; deleting a 648
prohibition of the state to regulate the organization 649
or internal affairs of a foreign corporation; making a 650
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 27 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
technical change; amending s. 617.1506, F.S.; revising 651
the requirements for a foreign corporation whose name 652
is noncompliant to use an alternate name; authorizing 653
the foreign corporation to use its name if it becomes 654
available; providing construction; authorizing a 655
foreign corporation to transact business in this state 656
under the alternate name; providing an exception; 657
prohibiting a foreign corporation with a noncompliant 658
name from transacting business in this state until 659
such corporation obtains an amended certificate of 660
authority; authorizing a foreign corporation to 661
register under a name not otherwise distinguishable on 662
the records of another registered entity under certain 663
circumstances; amending s. 617.1507, F.S.; requiring 664
certain registered agents file a statement with the 665
department with certain information; providing the 666
duties of a registered agent; deleting the definition 667
of the term "authorized entity"; requiring the 668
department to maintain an accurate record of the 669
registered agent and registered offices; requiring the 670
department to furnish any information for a fee; 671
prohibiting a foreign corporation from prosecuting or 672
maintaining any action in a court in this state until 673
it complies with certain requirements; authorizing a 674
court to stay a proceeding commenced by a foreign 675
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 28 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
corporation until such compliance; amending s. 676
617.1508, F.S.; specifying what must be in a statement 677
of change; providing that a statement of change is 678
effective when filed with the department; providing a 679
statement of change may also be filed on the foreign 680
corporation's annual report in an application for 681
reinstatement; making technical changes; amending s. 682
617.1509, F.S.; requiring the registered agent of a 683
foreign corporation to mail a copy of his or her 684
statement of resignation to the foreign corporation 685
after filing it with the department; providing when a 686
registered agent is terminated; providing that a 687
registered agent ceases to have responsibility for any 688
matters for the foreign corporation when a statement 689
of resignation takes effect; providing that 690
resignation does not affect contractual rights between 691
the foreign corporation and the registered agent; 692
authorizing a registered agent to resign from a 693
foreign corporation regardless if it has active 694
status; creating s. 617.15091, F.S.; providing the 695
permissible means of delivery of certain 696
communications; providing when notice to the 697
department is effective; providing an exception; 698
amending s. 617.1520, F.S.; requiring a foreign 699
corporation who wishes to cancel its certificate of 700
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 29 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
authority to deliver to the department a notice of 701
withdrawal of certificate of authority; providing when 702
the certificate is effective; requiring such 703
certificate be signed by an officer or a director and 704
state certain information; providing that service of 705
process for a foreign corporation whose withdrawal is 706
effective is on the Secretary of State; creating s. 707
617.1521, F.S.; providing that a foreign corporation 708
that converts to a domestic corporation or another 709
domestic eligible entity is deemed to have withdrawn 710
its certificate of authority on the effective date of 711
the conversion; creating s. 617.1522, F.S.; requiring 712
certain entities no longer authorized to conduct 713
affairs in this state to deliver a notice of 714
withdrawal of certificate of authority to the 715
department for filing; specifying service of process 716
for such entities; creating s. 617.1523, F.S.; 717
authorizing the Department of Legal Affairs to 718
maintain an action to enjoin a foreign corporation 719
from illegally conducting affairs in this state; 720
amending s. 617.1530, F.S.; authorizing the department 721
to revoke a foreign corporation's certificate of 722
authority to transact business under certain 723
circumstances; requiring revocation of a foreign 724
corporation's certificate of authority to be done on a 725
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 30 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
specified date; requiring the department to issue 726
notice to revoke the foreign corporation's certificate 727
of authority and authority to transact business; 728
authorizing the department to issue notice stating the 729
grounds of such revocations by electronic transmission 730
if the foreign corporation provided an e-mail address; 731
providing that revocation of a foreign corporation's 732
certificate of authority does not terminate the 733
authority of the registered agent; creating s. 734
617.15315, F.S.; authorizing a foreign corporation 735
whose certificate of authority has been revoked to 736
apply to the department for reinstatement at any time 737
after the effective date of revocation; requiring the 738
foreign corporation to submit all fees and penalties 739
owed with its application for reinstatement; 740
specifying what must be included in the application 741
for reinstatement; authorizing a foreign corporation 742
to be reinstated if it pays all fees and penalties and 743
files its current annual report; requiring the 744
registered agent and an officer or director to sign 745
the annual report; requiring the department to 746
reinstate the foreign corporation if all conditions 747
are met; providing that a reinstatement relates back 748
to the effective date of the revocation of authority; 749
prohibiting another entity from using the name of the 750
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 31 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
foreign corporation whose certificate of authority has 751
been revoked until after a specified timeframe; 752
requiring the department to require a foreign 753
corporation seeking reinstatement whose name has been 754
lawfully assumed by another eligible entity to comply 755
with choosing a new name before accepting its 756
application for reinstatement; amending s. 617.1532, 757
F.S.; requiring the department to serve a foreign 758
corporation with written notice explaining the reasons 759
for denial of its application for reinstatement; 760
authorizing a foreign corporation to appeal the 761
department's denial in a specified manner; specifying 762
how service is effectuated on the department; 763
authorizing the Circuit Court of Leon County to take 764
certain actions; providing that the circuit court's 765
final decision may be appealed; amending s. 617.1601, 766
F.S.; requiring a corporation to maintain certain 767
records; requiring such records be maintained in a 768
certain manner; amending s. 617.1602, F.S.; revising 769
the records a member of a corporation may inspect and 770
copy; authorizing the corporation to impose reasonable 771
restrictions on the disclosure, use, or distribution 772
of, and reasonable obligations to maintain the 773
confidentiality of, certain records; providing that 774
persons who become members of a corporation after a 775
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 32 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
specified timeframe and who are entitled to vote at a 776
meeting are entitled to certain information; providing 777
an exception; prohibiting the abolishment or 778
limitation of the right of inspection by a 779
corporation's articles of incorporation or bylaws; 780
revising construction; prohibiting a member from 781
selling or distributing specific information or 782
records; providing an exception; prohibiting a person 783
from obtaining or using a membership list or any part 784
thereof for any purpose unrelated to a member's 785
interest without the consent of the board of 786
directors; revising the definition of the term 787
"member"; providing applicability; amending s. 788
617.1603, F.S.; authorizing a corporation to satisfy 789
the right of a member to inspect specific records by 790
means chosen by the corporation; providing that the 791
corporation bears the reasonable costs of converting 792
specified records; making technical changes; 793
conforming a cross-reference; amending s. 617.1604, 794
F.S.; revising the circumstances under which a 795
corporation is not liable for the costs of a member 796
inspecting and copying specified records; authorizing 797
the court to impose reasonable restrictions on the 798
confidentiality of such records; making technical 799
changes; amending s. 617.1605, F.S.; requiring a 800
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 33 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
corporation to deliver or make available the latest 801
annual financial statements to a member within a 802
specified timeframe under certain circumstance; 803
requiring the corporation to notify the member within 804
a specified timeframe if the annual financial 805
statements have not been prepared for the fiscal year 806
requested; requiring the corporation to deliver to the 807
member the annual financial statements within a 808
specified timeframe; specifying how a corporation may 809
deliver the specified annual financial statements; 810
authorizing the corporation to place reasonable 811
restrictions on members requesting annual financial 812
statements; authorizing a corporation to decline to 813
issue annual financial statements if the corporation 814
determines the request was not made in good faith or 815
for a proper purpose; authorizing a member who has not 816
received a response from the corporation as required 817
to seek relief from the circuit court in the 818
applicable county; requiring the circuit court to 819
expedite the matter; authorizing the circuit court to 820
impose reasonable restrictions on the annual financial 821
statements; providing that the corporation has the 822
burden of proof; requiring the court to award the 823
member's expenses under certain circumstances; 824
providing exceptions; creating s. 617.16051, F.S.; 825
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 34 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
providing that a director of a corporation is entitled 826
to inspect and copy specified records of the 827
corporation at any reasonable time for a specified 828
purpose; authorizing the circuit court of the 829
applicable county to order inspection and copying of 830
such records at the corporation's expense upon 831
application of a director who has been refused such 832
inspection rights; providing exceptions; requiring the 833
court to expedite such application; authorizing a 834
court that orders access to such records to include 835
specific provisions protecting the corporation from 836
undue burden or expense and prohibiting the director 837
from using such information obtained for a specified 838
purpose; authorizing the court to order the 839
corporation to reimburse the director for the costs 840
incurred for the application; amending s. 617.1622, 841
F.S.; revising the information to be included in a 842
domestic or foreign corporation's annual report to the 843
department; providing that if the name or address of a 844
registered agent in a corporation's annual report 845
differs from the records of the department, the annual 846
report is considered a statement of change; revising 847
when the first annual report must be delivered to the 848
department; providing reporting requirements for 849
specified entities involved in certain mergers, 850
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 35 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
conversions, or domestications; creating s. 851
617.180301, F.S.; providing construction; requiring a 852
domesticating corporation to enter into a plan of 853
domestication; specifying what must be included in a 854
plan of domestication; authorizing the terms of a plan 855
of domestication to be made dependent upon facts 856
objectively ascertainable outside the plan; providing 857
applicability; creating s. 617.18031, F.S.; providing 858
the manner in which a domestication of a domestic 859
corporation into a foreign jurisdiction must be 860
adopted; creating s. 617.18032, F.S.; providing that 861
articles of domestication must be signed by the 862
domesticating corporation after certain circumstances; 863
specifying information to be included in the articles 864
of domestication; requiring that certain information 865
be included in the articles of domestication for a 866
domesticated corporation that is seeking to become a 867
domestic corporation; requiring that articles of 868
domestication be filed with the department and take 869
effect within certain timeframes; specifying when the 870
domestications of domestic and foreign corporations 871
are effective; providing that a domesticating foreign 872
corporation's certificate of authority is 873
automatically canceled when domestication becomes 874
effective; authorizing the filing of a certified copy 875
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 36 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
of the articles of domestication in any county in this 876
state in which the domesticating corporation holds an 877
interest in real property; creating s. 617.18033, 878
F.S.; authorizing the amending of a plan of 879
domestication of a domestic corporation in certain 880
manners; authorizing the abandoning of a plan of 881
domestication under certain circumstances in the same 882
manner that the plan was approved or determined by the 883
board of directors; requiring a domesticating 884
corporation seeking to abandon domestication to send 885
to the department a statement of abandonment before 886
the articles of domestication become effective; 887
specifying the information the statement of 888
abandonment must include; creating s. 617.18034, F.S.; 889
specifying effects of domestication with respect to 890
rights, responsibilities, and liabilities; providing 891
that a domestication does not constitute or cause the 892
dissolution of the domesticating corporation; 893
prohibiting the diversion for any other purpose of 894
certain property held in trust or otherwise dedicated 895
to a charitable purpose and held by a domestic of 896
foreign corporation immediately before a domestication 897
becomes effective; providing that any bequest, devise, 898
gift, grant, or promise in certain instruments inures 899
to the domesticated corporation; providing that a 900
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 37 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
trust obligation that would govern property if the 901
property is transferred to the domesticating 902
corporation applies to property that is transferred to 903
the domesticated corporation after domestication takes 904
effect; creating s. 617.1804, F.S.; specifying what 905
certain domestic and foreign entities may convert to 906
under certain circumstances; specifying applicability 907
of certain provisions in certain protected agreements 908
of a domestic converting corporation; creating s. 909
617.18041, F.S.; prohibiting a domestic corporation 910
that holds property for a charitable purpose from 911
becoming a domestic eligible entity or a foreign 912
eligible entity; providing an exception; creating s. 913
617.18042, F.S.; authorizing a domestic corporation to 914
convert to a domestic or foreign eligible entity by 915
approving a plan of conversion; specifying the 916
information to be included in the plan of conversion; 917
providing that the terms of a plan of conversion may 918
be made dependent upon facts objectively ascertainable 919
outside the plan; creating s. 617.18043, F.S.; 920
providing for the adoption of a plan of conversion for 921
a domestic corporation converting to a domestic or 922
foreign eligible entity other than a domestic 923
corporation; creating s. 617.18044, F.S.; requiring 924
specified entities that have had plans of conversion 925
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 38 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
adopted and approved to sign articles of conversion; 926
specifying the information to be included in such 927
articles of conversion; requiring a converted domestic 928
corporation to satisfy the requirements of filing its 929
articles of incorporation; providing an exception; 930
requiring that certain domestic eligible entities' 931
organic records, if any, satisfy certain requirements; 932
providing an exception; requiring that articles of 933
conversion be delivered to the department for filing 934
and take effect on a specified date; specifying when 935
certain entities' conversions become effective; 936
authorizing the filing of articles of conversion in 937
combination with any filing required for certain 938
entities; providing that an eligible entity that is a 939
foreign eligible entity's foreign qualification 940
cancels automatically on the effective date of its 941
conversion; authorizing the filing of a certified copy 942
of the articles of conversion in the official records 943
of any county in this state in which the converting 944
eligible entity holds an interest in real property; 945
creating s. 617.18045, F.S.; authorizing the amending 946
of a plan of conversion of a converting eligible 947
entity that is a domestic corporation under certain 948
circumstances; authorizing such converting eligible 949
entity to abandon the plan of conversion without 950
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 39 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
action by its interest holders under certain 951
circumstances; requiring a converting eligible entity 952
to sign and deliver to the department for filing a 953
statement of abandonment if the conversion is 954
abandoned after the articles of conversion have been 955
delivered to the department but before the articles of 956
conversion become effective; specifying when the 957
statement of abandonment takes effect; specifying the 958
information a statement of abandonment must contain; 959
creating s. 617.18046, F.S.; specifying the effect of 960
a conversion of an eligible entity; providing that 961
certain interest holders of certain eligible entities 962
who become subject to interest holder liability as a 963
result of the conversion have such interest holder 964
liability only in respect of interest holder 965
liabilities that arise after the conversion becomes 966
effective; providing that a conversion does not 967
require the converting eligible entity to wind up its 968
affairs or cause the dissolution or termination of the 969
entity; prohibiting certain property held for 970
charitable purposes immediately before conversion of 971
specified entities from being diverted from the 972
purposes for which such property was given; providing 973
exceptions; providing that any bequest, devise, gift, 974
grant, or promise contained in certain instruments 975
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 40 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
made to a converting eligible entity takes effect or 976
remains payable after the conversion inures to the 977
converted eligible entity; providing for applicability 978
of certain trust obligations under certain 979
circumstances; amending s. 617.2005, F.S.; revising 980
the manner in which a court may dissolve an extinct 981
church or religious society; amending s. 617.2006, 982
F.S.; deleting certain provisions relating to a labor 983
union or body filing its articles of incorporation in 984
the applicable circuit court; amending ss. 39.8298, 985
381.00316, 605.1025, 617.0102, 617.0121, 617.0122, 986
617.0125, 617.02011, 617.0203, 617.0205, 617.0301, 987
617.0504, 617.0806, 617.0824, 617.0825, 617.0831, 988
617.0901, 617.1008, 617.1009, 617.1404, 617.1422, 989
617.1423, 617.1501, 617.1510, 617.1606, 617.1623, 990
617.1701, 617.1702, 617.1703, 617.1711, 617.1808, 991
617.1809, 617.1904, 617.1907, 617.1908, 617.2001, 992
617.2002, 617.2003, 617.2007, 617.2101, 617.221, 993
620.2108, 620.8918, 628.910, 768.38, and 893.055, 994
F.S.; conforming provisions to changes made by the 995
act; conforming cross-references; making technical 996
changes; repealing ss. 617.07401, 617.0822, 617.1108, 997
617.1301, 617.1302, 617.1531, 617.1533, 617.1803, 998
617.1805, 617.1806, 617.1807, and 617.2102, F.S., 999
relating to members' derivative actions; notice of 1000
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 41 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
meetings; merger of domestic corporation and other 1001
eligible entities; prohibited distributions; 1002
authorized distributions; procedure for and effect of 1003
revocation; reinstatement following revocation; 1004
domestication of foreign not-for-profit corporations; 1005
corporations for profit and when they may become 1006
corporations not for profit; conversion to corporation 1007
not for profit, petition, and contents; conversion to 1008
corporation not for profit and authority of circuit 1009
judge; and fines and penalties against members, 1010
respectively; reenacting s. 617.1007(3), F.S., 1011
relating to restated articles of incorporation, to 1012
incorporate the amendments to ss. 617.01201 and 1013
617.1006, F.S., in references thereto; reenacting s. 1014
295.21(5)(a), F.S., relating to Florida Is For 1015
Veterans, Inc., to incorporate the amendment made to 1016
s. 617.0302, F.S., in a reference thereto; reenacting 1017
ss. 409.987(4)(b), 718.1265(1), 719.128(1), and 1018
720.316(1), F.S., relating to lead agency procurement, 1019
boards, and conflicts of interest; association 1020
emergency powers; association emergency powers; and 1021
association emergency powers, respectively, to 1022
incorporate the amendment made to s. 617.0830, F.S., 1023
in references thereto; reenacting s. 718.3027(2) and 1024
(5), F.S., relating to conflicts of interest, to 1025
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 42 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
incorporate the amendment made to s. 617.0832, F.S., 1026
in references thereto; reenacting s. 720.3033(2)(a) 1027
and (b) and (3), F.S., relating to officers and 1028
directors, respectively, to incorporate the amendments 1029
made to ss. 617.0832 and 617.0834, F.S., in references 1030
thereto; reenacting s 721.13(13)(a), F.S., relating to 1031
management, to incorporate the amendment made to s. 1032
617.0834, F.S., in a reference thereto; reenacting s. 1033
718.111(1)(d), F.S., relating to the association, to 1034
incorporate the amendments made to ss. 617.0830 and 1035
617.0834, F.S., in references thereto; providing an 1036
effective date. 1037
1038
Be It Enacted by the Legislature of the State of Florida: 1039
1040
Section 1. Section 617.01011, Florida Statutes, is amended 1041
to read: 1042
617.01011 Short title.—This chapter act may be cited as 1043
the "Florida Nonprofit Not For Profit Corporation Act." 1044
Section 2. Subsections (1), (2), (3), (7), and (8) of 1045
section 617.01201, Florida Statutes, are amended, subsection 1046
(10) is added to that section, and subsection (9) of that 1047
section is reenacted, to read: 1048
617.01201 Filing requirements.— 1049
(1) A document must satisfy the requirements of this 1050
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 43 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
section and of any other section that adds to or varies these 1051
requirements to be entitled to filing by the department of 1052
State. 1053
(2) This chapter act must require or permit filing the 1054
document in the office of the department of State. 1055
(3) The document must contain the information required by 1056
this chapter act. It may contain other information as well. 1057
(7) The person executing the document shall sign it and 1058
state beneath or opposite such person's his or her signature 1059
such person's his or her name and the capacity in which such 1060
person he or she signs. The document may, but need not, contain 1061
the corporate seal, an attestation, an acknowledgment, or a 1062
verification: 1063
(a) The corporate seal, 1064
(b) An attestation by the secretary or an assistant 1065
secretary, 1066
(c) An acknowledgment, verification, or proof. 1067
(8) If the department of State has prescribed a mandatory 1068
form for the document under s. 617.0121, the document must be in 1069
or on the prescribed form. 1070
(9) The document must be delivered to the department for 1071
filing. Delivery may be made by electronic transmission if and 1072
to the extent allowed by the department. If the document is 1073
filed in typewritten or printed form and not transmitted 1074
electronically, the department may require that one exact or 1075
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 44 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
conformed copy be delivered with the document, except as 1076
provided in s. 617.1508. The document must be accompanied by the 1077
correct filing fee and any other tax or penalty required by law. 1078
(10) Whenever this chapter allows any of the terms of a 1079
plan or a filed document to be dependent upon facts objectively 1080
ascertainable outside the plan or filed document, the following 1081
apply: 1082
(a) The plan or filed document must set forth the manner 1083
in which the facts will operate upon the terms of the plan or 1084
filed document. 1085
(b) The facts may include, but are not limited to: 1086
1. Any of the following which are available in a 1087
nationally recognized news or information medium either in print 1088
or electronically: 1089
a. Statistical or market indices; 1090
b. Market prices of any security or group of securities; 1091
c. Interest rates; 1092
d. Currency exchange rates; and 1093
e. Similar economic or financial data; 1094
2. A determination or action by any person or body, 1095
including the corporation or any other party to a plan or filed 1096
document; or 1097
3. The terms of, or actions taken under, an agreement to 1098
which the corporation is a party, or any other agreement or 1099
document. 1100
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 45 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
(c) The following provisions of a plan or filed document 1101
may not be made dependent upon facts outside the plan or filed 1102
document: 1103
1. The name and address of any person required in a filed 1104
document; 1105
2. The registered office of any entity required in a filed 1106
document; 1107
3. The registered agent of any entity required in a filed 1108
document; 1109
4. The effective date of a filed document; and 1110
5. Any required statement in a filed document of the date 1111
on which the underlying transaction was approved or the manner 1112
in which that approval was given. 1113
(d) If a provision of a filed document is made dependent 1114
upon a fact ascertainable outside of the filed document, and 1115
that fact is not ascertainable by reference to a source 1116
described in subparagraph (b)1. or a document that is a matter 1117
of public record, and the affected members have not received 1118
notice of the fact from the corporation, the corporation must 1119
file with the department articles of amendment to the filed 1120
document setting forth the fact promptly after the time when the 1121
fact referred to is first ascertainable or thereafter changes. 1122
Articles of amendment under this section are deemed to be 1123
authorized by the authorization of the original filed document 1124
to which they relate and may be filed by the corporation without 1125
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 46 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
further action by the board of directors or the members. 1126
(e) As used in this subsection, the term: 1127
1. "Filed document" means a document filed with the 1128
department pursuant to this chapter, except for a document filed 1129
pursuant to ss. 617.1501–617.1532. 1130
2. "Plan" means a plan of merger, a plan of conversion, or 1131
a plan of domestication. 1132
Section 3. Section 617.0123, Florida Statutes, is amended 1133
to read: 1134
617.0123 Effective time and date of document.— 1135
(1) Except as provided in subsection (1) (2) and in s. 1136
617.0124(3), a document accepted for filing under this chapter 1137
may specify an is effective at the time and a delayed effective 1138
date. In the case of the initial articles of incorporation, a 1139
prior effective date may be specified in the articles of 1140
incorporation if such date is within 5 business days before the 1141
date of filing of filing on the date it is filed, as evidenced 1142
by the Department of State's date and time endorsement on the 1143
original document. 1144
(1) Subject to s. 617.0124(3), a document accepted for 1145
filing is effective under any of the following conditions: 1146
(a) If the record filed does not specify an effective time 1147
and does not specify a prior or a delayed effective date, on the 1148
date and at the time the record is accepted, as evidenced by the 1149
department's endorsement of the date and time on the filing. 1150
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 47 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
(b) If the record filed specifies an effective time, but 1151
not a prior or delayed effective date, on the date the record is 1152
accepted, as evidenced by the department's endorsement, and at 1153
the time specified in the filing. 1154
(c) If the record filed specifies a delayed effective 1155
date, but not an effective time, at 12:01 a.m. on the earlier 1156
of: 1157
1. The specified date; or 1158
2. The 90th day after the date the record is filed. 1159
(d) If the record filed specifies a delayed effective date 1160
and an effective time, at the specified time on the earlier of: 1161
1. The specified date; or 1162
2. The 90th day after the date the record is filed. 1163
(e) If the record filed is of initial articles of 1164
incorporation and specifies an effective date before the date of 1165
the filing, but no effective time, at 12:01 a.m. on the later 1166
of: 1167
1. The specified date; or 1168
2. The 5th business day before the date the record is 1169
filed. 1170
(f) If the record filed is of initial articles of 1171
incorporation and specifies an effective time and an effective 1172
date before the date of the filing, at the specified time on the 1173
later of: 1174
1. The specified date; or 1175
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 48 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
2. The 5th business day before the date the record is 1176
filed. 1177
(2) If the record filed does not specify the time zone or 1178
place at which the date or time, or both, is to be determined, 1179
the date or time, or both, at which it becomes effective will be 1180
those prevailing at the place of filing in this state A document 1181
may specify a delayed effective date, and if it does the 1182
document shall become effective on the date specified. Unless 1183
otherwise permitted by this act, a delayed effective date for a 1184
document may not be later than the 90th day after the date on 1185
which it is filed. 1186
(3) If a document is determined by the department of State 1187
to be incomplete and inappropriate for filing, the department of 1188
State may return the document to the person or corporation 1189
filing it, together with a brief written explanation of the 1190
reason for the refusal to file, in accordance with s. 1191
617.0125(3). If the applicant returns the document with 1192
corrections in accordance with the rules of the department 1193
within 60 days after it was mailed to the applicant by the 1194
department, and if at the time of return the applicant so 1195
requests in writing, the filing date of the document will be the 1196
filing date that would have been applied had the original 1197
document not been deficient, except as to persons who relied on 1198
the record before correction and were adversely affected 1199
thereby. 1200
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 49 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
(4) Corporate existence may predate the filing date, 1201
pursuant to s. 617.0203(1). 1202
Section 4. Section 617.0124, Florida Statutes, is amended 1203
to read: 1204
617.0124 Correcting filed document; withdrawal of filed 1205
record before effectiveness.— 1206
(1) A domestic or foreign corporation may correct a 1207
document filed by the department within 30 days after filing if: 1208
(a) The document contains an inaccuracy incorrect 1209
statement; 1210
(b) The document contains false, misleading, or fraudulent 1211
information; 1212
(c) The document was defectively executed, attested, 1213
sealed, verified, or acknowledged; or 1214
(d) The electronic transmission of the document to the 1215
department was defective. 1216
(2) A document is corrected: 1217
(a) By preparing articles of correction that: 1218
1. Describe the document, including its filing date, or 1219
attach a copy of the document to the articles of correction; 1220
2. Specify the inaccuracy or defect incorrect statement 1221
and the reason it is incorrect or the manner in which the 1222
execution was defective; and 1223
3. Correct the inaccuracy or defect incorrect statement or 1224
defective execution; and 1225
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 50 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
(b) By delivering the executed articles of correction to 1226
the department for filing. 1227
(3) Articles of correction are effective on the effective 1228
date of the document they correct except as to persons relying 1229
on the uncorrected document and who are adversely affected by 1230
the correction. As to those persons, articles of correction are 1231
effective when filed. 1232
(4) Articles of correction may not contain a delayed 1233
effective date for the correction. 1234
(5) Unless otherwise provided for in s. 617.1103(3) or s. 1235
617.1809(8), a filing delivered to the department may be 1236
withdrawn before it takes effect by delivering a withdrawal 1237
statement to the department for filing. 1238
(a) A withdrawal statement must: 1239
1. Be signed by each person who signed the filing being 1240
withdrawn, except as otherwise agreed to by such persons; 1241
2. Identify the filing to be withdrawn; and 1242
3. If not signed by all persons who signed the filing 1243
being withdrawn, state that the filing is withdrawn in 1244
accordance with the agreement of all persons who signed the 1245
filing. 1246
(b) Upon the filing by the department of a withdrawal 1247
statement, the action or transaction evidenced by the original 1248
filing does not take effect. 1249
(6) Articles of correction that are filed to correct 1250
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 51 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
false, misleading, or fraudulent information are not subject to 1251
a fee of the department if the articles of correction are 1252
delivered to the department within 15 days after the 1253
notification of filing sent pursuant to s. 617.0125(2). 1254
Section 5. Section 617.0126, Florida Statutes, is amended 1255
to read: 1256
617.0126 Appeal from department's Department of State's 1257
refusal to file document.—If the department of State refuses to 1258
file a document delivered to its office for filing, within 30 1259
days after return of the document by the department by mail, as 1260
evidenced by the postmark, the domestic or foreign corporation 1261
may: 1262
(1) Appeal the refusal pursuant to s. 120.68; or 1263
(2) Petition the Circuit Court of Leon County to compel 1264
filing of the document. Appeal the refusal to the circuit court 1265
of the county where the corporation's principal office (or, if 1266
none in this state, its registered office) is or will be 1267
located. The appeal is commenced by petitioning the court to 1268
compel filing the document and by attaching to the petition The 1269
document and the department's department of State's explanation 1270
of its refusal to file must be attached to the petition. The 1271
matter shall promptly be tried de novo by the court without a 1272
jury. The court may decide the matter in a summary proceeding, 1273
and the court may summarily order the department of State to 1274
file the document or take other action the court considers 1275
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 52 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
appropriate. The court's final decision may be appealed as in 1276
other civil proceedings. 1277
Section 6. Section 617.0127, Florida Statutes, is amended 1278
to read: 1279
617.0127 Certificates to be received in evidence; 1280
evidentiary effect of certified copy of filed document.—All 1281
certificates issued by the department pursuant to this chapter 1282
must be taken and received in all courts, public offices, and 1283
official bodies as prima facie evidence of the facts stated 1284
therein. A certificate attached to a copy of a document filed by 1285
the department of State, bearing the signature of the Secretary 1286
of State, (which may be in facsimile,) and the seal of this 1287
state, is conclusive evidence that the original document is on 1288
file with the department. 1289
Section 7. Subsection (1) of section 617.0128, Florida 1290
Statutes, is amended, and subsection (2) of that section is 1291
reenacted, to read: 1292
617.0128 Certificate of status.— 1293
(1) Anyone may apply to The department, upon request, 1294
shall issue of State to furnish a certificate of status for a 1295
domestic corporation or a certificate of authorization for a 1296
foreign corporation. 1297
(2) A certificate of status or authorization sets forth: 1298
(a) The domestic corporation's corporate name or the 1299
foreign corporation's corporate name used in this state; 1300
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 53 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
(b)1. That the domestic corporation is duly incorporated 1301
under the law of this state and the date of its incorporation, 1302
or 1303
2. That the foreign corporation is authorized to conduct 1304
its affairs in this state; 1305
(c) That all fees and penalties owed to the department 1306
have been paid, if: 1307
1. Payment is reflected in the records of the department, 1308
and 1309
2. Nonpayment affects the existence or authorization of 1310
the domestic or foreign corporation; 1311
(d) That its most recent annual report required by s. 1312
617.1622 has been delivered to the department; and 1313
(e) That articles of dissolution have not been filed. 1314
Section 8. Section 617.01301, Florida Statutes, is amended 1315
to read: 1316
617.01301 Powers of department of State.— 1317
(1) The department of State may propound to any 1318
corporation subject to the provisions of this chapter act, and 1319
to any officer or director thereof, such interrogatories as may 1320
be reasonably necessary and proper to enable it to ascertain 1321
whether the corporation has complied with all applicable filing 1322
provisions of this chapter act. Such interrogatories must be 1323
answered within 30 days after mailing or within such additional 1324
time as fixed by the department. Answers to interrogatories must 1325
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 54 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
be full and complete, in writing, and under oath. 1326
Interrogatories directed to an individual must be answered by 1327
that individual him or her, and interrogatories directed to a 1328
corporation must be answered by an authorized officer or 1329
director of the corporation, by a member if there are no 1330
officers or directors of the corporation, or by a fiduciary if 1331
the corporation is in the hands of a receiver, trustee, or other 1332
court-appointed fiduciary the president, vice president, 1333
secretary, or assistant secretary. 1334
(2) The department of State is not required to file any 1335
document: 1336
(a) To which interrogatories, as propounded pursuant to 1337
subsection (1) relate, until the interrogatories are answered in 1338
full; 1339
(b) When interrogatories or other relevant evidence 1340
discloses that such document is not in conformity with the 1341
provisions of this chapter act; or 1342
(c) When the department has determined that the parties to 1343
such document have not paid all fees, taxes, and penalties due 1344
and owing this state. 1345
(3) The department of State may, based upon its findings 1346
hereunder or as provided in s. 213.053(15), bring an action in 1347
circuit court to collect any penalties, fees, or taxes 1348
determined to be due and owing the state and to compel any 1349
filing, qualification, or registration required by law. In 1350
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 55 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
connection with such proceeding the department may, without 1351
prior approval by the court, file a lis pendens against any 1352
property owned by the corporation and may further certify any 1353
findings to the Department of Legal Affairs for the initiation 1354
of any action permitted pursuant to s. 617.0503 which the 1355
Department of Legal Affairs may deem appropriate. 1356
(4) The department has of State shall have the power and 1357
authority reasonably necessary to enable it to administer this 1358
chapter act efficiently, to perform the duties herein imposed 1359
upon it, and to adopt rules pursuant to ss. 120.536(1) and 1360
120.54 to implement this chapter the provisions of this act 1361
conferring duties upon it. 1362
Section 9. Section 617.01401, Florida Statutes, is amended 1363
to read: 1364
617.01401 Definitions.—As used in this chapter, the term: 1365
(1) "Articles of incorporation" includes original, 1366
amended, and restated articles of incorporation, articles of 1367
consolidation, and articles of merger, and all amendments 1368
thereto, including documents designated by the laws of this 1369
state as charters, and, in the case of a foreign corporation, 1370
documents equivalent to articles of incorporation in the 1371
jurisdiction of incorporation. 1372
(2) "Applicable county" means the county in this state in 1373
which a corporation's principal office is located or was located 1374
when an action is or was commenced. If the corporation has, or 1375
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 56 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
at the time of such action had, no principal office in this 1376
state, the applicable county is the county in which the 1377
corporation has, or at the time of such action had, an office in 1378
this state. If the corporation does not have an office in this 1379
state, the applicable county is the county in which the 1380
corporation's registered office is or was last located. 1381
(3) "Authorized entity" means any of the following: 1382
(a) A corporation for profit. 1383
(b) A limited liability company. 1384
(c) A limited liability partnership. 1385
(d) A limited partnership, including a limited liability 1386
limited partnership. 1387
(4)(2) "Board of directors" means the group of persons 1388
vested with the management of the affairs of the corporation 1389
irrespective of the name by which such group is designated, 1390
including, but not limited to, managers or trustees. 1391
(5)(3) "Bylaws" means the code or codes of rules adopted 1392
for the regulation or management of the affairs of the 1393
corporation irrespective of the name or names by which such 1394
rules are designated. 1395
(6) "Charitable asset" means property that is given, 1396
received, or held for a charitable purpose. 1397
(7) "Charitable purpose" means a purpose that: 1398
(a) Would make a corporation organized and operated 1399
exclusively for that purpose eligible to be exempt from taxation 1400
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 57 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
under s. 501(c)(3) of the Internal Revenue Code of 1986, as 1401
amended, or 1402
(b) Is considered charitable under the law of this state 1403
other than as set forth in the Internal Revenue Code of 1986, as 1404
amended. 1405
(8)(4) "Corporation" or "domestic corporation" means a 1406
nonprofit corporation not for profit, subject to the provisions 1407
of this chapter, except a foreign corporation. 1408
(5) "Corporation not for profit" means a corporation no 1409
part of the income or profit of which is distributable to its 1410
members, directors, or officers, except as otherwise provided 1411
under this chapter. 1412
(9)(6) "Department" means the Florida Department of State. 1413
(7) "Distribution" means the payment of a dividend or any 1414
part of the income or profit of a corporation to its members, 1415
directors, or officers. 1416
(a) A donation or transfer of corporate assets or income 1417
to or from another not-for-profit corporation qualified as tax-1418
exempt under s. 501(c) of the Internal Revenue Code or a 1419
governmental organization exempt from federal and state income 1420
taxes, if such corporation or governmental organization is a 1421
member of the corporation making such donation or transfer, is 1422
not a distribution for purposes of this chapter. 1423
(b) A dividend or distribution by a not-for-profit 1424
insurance company subsidiary to its mutual insurance holding 1425
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 58 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
company organized under part III of chapter 628, directly or 1426
indirectly through one or more intermediate holding companies 1427
authorized under that part, is not a distribution for the 1428
purposes of this chapter. 1429
(10)(8) "Electronic transmission" means any form of 1430
communication, not directly involving the physical transmission 1431
or transfer of paper, which creates a record that may be 1432
retained, retrieved, and reviewed by a recipient and which may 1433
be directly reproduced in a comprehensible and legible paper 1434
form by such recipient through an automated process. Examples of 1435
electronic transmission include, but are not limited to, 1436
electronic mail, telegrams, facsimile, and transmissions through 1437
the Internet transmissions of images, and text that is sent via 1438
electronic mail between computers. 1439
(11)(a) "Eligible entity" means a domestic or foreign: 1440
1. Corporation or corporation for profit; 1441
2. General partnership, including a limited liability 1442
partnership; 1443
3. Limited partnership, including a limited liability 1444
limited partnership; 1445
4. Limited liability company; or 1446
5. Other unincorporated entity. 1447
(b) The term does not include: 1448
1. An individual; 1449
2. An association or relationship that is not a 1450
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 59 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
partnership solely by reason of s. 620.8202(2) or a similar 1451
provision of the law of another jurisdiction; 1452
3. A decedent's estate; or 1453
4. A government or a governmental subdivision, agency or 1454
instrumentality. 1455
(12) "Eligible interest" means: 1456
(a) A share; 1457
(b) A membership; or 1458
(c) Either or both of the following rights under the 1459
organic rules governing the entity: 1460
1. The right to receive distributions from the entity 1461
either in the ordinary course of business or upon liquidation. 1462
2. The right to receive notice or vote on issues involving 1463
its internal affairs, other than as an agent, assignee, proxy, 1464
or person responsible for managing its business, activities, or 1465
affairs. 1466
(13) "Entity" includes corporations and foreign 1467
corporations; unincorporated associations; business trusts, 1468
estates, limited liability companies, partnerships, trusts, and 1469
two or more persons having a joint or common economic interest; 1470
any state, the United States, or any foreign government. 1471
(14)(9) "Foreign corporation" means a nonprofit 1472
corporation not for profit organized under laws other than the 1473
laws of this state. 1474
(15)(10) "Insolvent" means the inability of a corporation 1475
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 60 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
to pay its debts as they become due in the usual course of its 1476
affairs. 1477
(16) "Interest holder" means any of the following persons: 1478
(a) A shareholder of a corporation for profit. 1479
(b) A member of a nonprofit corporation. 1480
(c) A general partner of a general partnership. 1481
(d) A general partner of a limited partnership. 1482
(e) A limited partner of a limited partnership. 1483
(f) A member of a limited liability company. 1484
(g) A shareholder or beneficial owner of a real estate 1485
investment trust. 1486
(h) A beneficiary or beneficial owner of a statutory 1487
trust, business trust, or common law business trust. 1488
(i) Another direct holder of an interest. 1489
(17) "Interest holder liability" means: 1490
(a) Personal liability for a liability of an entity which 1491
arises, except as otherwise provided in the organic rules of the 1492
entity, when the entity incurs the liability and which is 1493
imposed on a person: 1494
1. Solely by reason of the status of the person as an 1495
interest holder; or 1496
2. By the organic rules of the entity which make one or 1497
more specified interest holders or categories of interest 1498
holders liable in their capacity as interest holders for all or 1499
specified liabilities of the entity; or 1500
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 61 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
(b) An obligation of an interest holder under the organic 1501
rules of an entity to contribute to the entity. 1502
(18)(11) "Mail" means the United States mail, facsimile 1503
transmissions, and private mail carriers handling nationwide 1504
mail services. 1505
(19)(12) "Member" means one having membership rights in a 1506
corporation in accordance with the provisions of its articles of 1507
incorporation or bylaws or the provisions of this chapter. 1508
(13) "Mutual benefit corporation" means a domestic 1509
corporation that is not organized primarily or exclusively for 1510
religious purposes; is not recognized as exempt under s. 1511
501(c)(3) of the Internal Revenue Code; and is not organized for 1512
a public or charitable purpose that is required upon its 1513
dissolution to distribute its assets to the United States, a 1514
state, a local subdivision thereof, or a person that is 1515
recognized as exempt under s. 501(c)(3) of the Internal Revenue 1516
Code. The term does not include an association organized under 1517
chapter 718, chapter 719, chapter 720, or chapter 721, or any 1518
corporation where membership in the corporation is required 1519
pursuant to a document recorded in county property records. 1520
(20) "Nonprofit corporation" means a corporation no part 1521
of the income or profit of which is distributable to its 1522
members, directors, or officers, except as otherwise provided 1523
under this chapter. 1524
(21) "Organic rules" means the public organic record and 1525
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 62 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
private organic rules of an entity. 1526
(22)(14) "Person" includes an individual and entity. 1527
(23) "Private organic rules" means the rules, regardless 1528
of whether in a record, which govern the internal affairs of an 1529
entity, are binding on all its interest holders, and are not 1530
part of its public organic record, if any. If the private 1531
organic rules are amended or restated, the term means the 1532
private organic rules as last amended or restated. The term 1533
includes any of the following: 1534
(a) The bylaws of a corporation for profit. 1535
(b) The bylaws of a nonprofit corporation. 1536
(c) The partnership agreement of a general partnership. 1537
(d) The partnership agreement of a limited partnership. 1538
(e) The operating agreement, limited liability company 1539
agreement, or similar agreement of a limited liability company. 1540
(f) The bylaws, trust instrument, or similar rules of a 1541
real estate investment trust. 1542
(g) The trust instrument of a statutory trust or similar 1543
rules of a business trust or common law business trust. 1544
(24) "Protected agreement" means any of the following: 1545
(a) A document evidencing indebtedness of a domestic 1546
corporation or eligible entity and any related agreement in 1547
effect immediately before July 1, 2026. 1548
(b) An agreement that is binding on a domestic corporation 1549
or eligible entity immediately before July 1, 2026. 1550
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 63 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
(c) The articles of incorporation or bylaws of a domestic 1551
corporation or the organic rules of a domestic eligible entity, 1552
in each case in effect immediately before July 1, 2026. 1553
(d) An agreement that is binding on any of the interest 1554
holders, directors, or other governors of a domestic corporation 1555
or eligible entity, in their capacities as such, immediately 1556
before July 1, 2026. 1557
(25) "Public organic record" means a record, the filing of 1558
which by a governmental body is required to form an entity, and 1559
an amendment to or restatement of such record. When a public 1560
organic record has been amended or restated, the term means the 1561
public organic record as last amended or restated. The term 1562
includes any of the following: 1563
(a) The articles of incorporation of a corporation for 1564
profit. 1565
(b) The articles of incorporation of a nonprofit 1566
corporation. 1567
(c) The certificate of limited partnership of a limited 1568
partnership. 1569
(d) The articles of organization, certificate of 1570
organization, or certificate of formation of a limited liability 1571
company. 1572
(e) The articles of incorporation of a general cooperative 1573
association or a limited cooperative association. 1574
(f) The certificate of trust of a statutory trust or 1575
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 64 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
similar record of a business trust. 1576
(g) The articles of incorporation of a real estate 1577
investment trust. 1578
(26)(15) "Successor entity" means any trust, receivership, 1579
or other legal entity that is governed by the laws of this state 1580
to which the remaining assets of the and liabilities of a 1581
dissolved corporation are transferred, subject to its 1582
liabilities, for purposes of liquidation and that exists solely 1583
for the purposes of prosecuting and defending suits by or 1584
against the dissolved corporation and enabling the dissolved 1585
corporation to settle and close the business of the dissolved 1586
corporation, to dispose of and convey the property of the 1587
dissolved corporation, to discharge the liabilities of the 1588
dissolved corporation, and to distribute to the dissolved 1589
corporation's members any remaining assets, but not for the 1590
purpose of continuing the business for which the dissolved 1591
corporation was organized. 1592
(27)(16) "Voting power" means the total number of votes 1593
entitled to be cast for the election of directors at the time 1594
the determination of voting power is made, excluding a vote that 1595
is contingent upon the happening of a condition or event that 1596
has not yet occurred. If the corporation's directors are not 1597
elected by the members, voting power must, unless otherwise 1598
provided in the articles of incorporation or bylaws, be on a 1599
one-member, one-vote basis. If the members of a class are 1600
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 65 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
entitled to vote as a class to elect directors, the 1601
determination of the voting power of the class is based on the 1602
percentage of the number of directors the class is entitled to 1603
elect relative to the total number of authorized directors. If 1604
the corporation's directors are not elected by the members, 1605
voting power shall, unless otherwise provided in the articles of 1606
incorporation or bylaws, be on a one-member, one-vote basis. 1607
Section 10. Subsections (1) through (6), (8), and (9) of 1608
section 617.0141, Florida Statutes, are amended to read: 1609
617.0141 Notice.— 1610
(1) Notice under this chapter act must be in writing, 1611
unless oral notice is: 1612
(a) Expressly authorized by the articles of incorporation 1613
or the bylaws; and 1614
(b) Reasonable under the circumstances. 1615
(2) Written notice may be communicated by mail, electronic 1616
mail, facsimile in person; by telephone (where oral notice is 1617
permitted), telegraph, teletype, or other form of electronic 1618
transmission; or by mail. When oral notice is permitted, notice 1619
may be communicated in person, by telephone, or other electronic 1620
transmission by means of which all persons participating can 1621
hear each other. 1622
(3) Written notice by a domestic or foreign corporation 1623
authorized to conduct its affairs in this state to its member, 1624
if in a comprehensible form, is effective under any of the 1625
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 66 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
following circumstances: 1626
(a) When mailed, if mailed postpaid and correctly 1627
addressed to the member's address shown in the domestic or 1628
foreign corporation's current record of members.; 1629
(b) When actually transmitted by facsimile 1630
telecommunication, if correctly directed to a telephone number 1631
at which the member has consented to receive notice.; 1632
(c) When actually transmitted by electronic mail, if 1633
correctly directed to an electronic mail address at which the 1634
member has consented to receive notice.; 1635
(d) When posted on an electronic network that the member 1636
has consented to consult, upon the later of: 1637
1. Such correct posting; or 1638
2. The giving of a separate notice to the member of the 1639
fact of such specific posting.; or 1640
(e) When correctly transmitted to the member, if by any 1641
other form of electronic transmission consented to by the member 1642
to whom notice is given. 1643
(4) Consent by a member to receive notice by electronic 1644
transmission is shall be revocable by the member by written 1645
notice to the domestic or foreign corporation. Any such consent 1646
is shall be deemed revoked if: 1647
(a) The domestic or foreign corporation is unable to 1648
deliver by electronic transmission two consecutive notices given 1649
by the domestic or foreign corporation in accordance with such 1650
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 67 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
consent; and 1651
(b) Such inability becomes known to the secretary or an 1652
assistant secretary of the domestic or foreign corporation, or 1653
other authorized person responsible for the giving of notice. 1654
However, the inadvertent failure to treat such inability as a 1655
revocation does not invalidate any meeting or other action. 1656
(5) Written notice to a domestic or foreign corporation 1657
authorized to conduct its affairs in this state may be addressed 1658
to its registered agent at its registered office. Written notice 1659
may also be delivered or to the domestic or foreign corporation 1660
or its secretary at its principal office shown in its most 1661
recent annual report or, in the case of a domestic or foreign 1662
corporation that has not yet delivered an annual report, in a 1663
domestic corporation's articles of incorporation or in a foreign 1664
corporation's application for certificate of authority. 1665
(6) Except as provided in subsection (3) or elsewhere in 1666
this chapter act, written notice, if in a comprehensible form, 1667
is effective at the earliest date of any of the following: 1668
(a) When received.; 1669
(b) Five days after its deposit in the United States mail, 1670
as evidenced by the postmark, if mailed postpaid and correctly 1671
addressed.; or 1672
(c) On the date shown on the return receipt, if sent by 1673
registered or certified mail, return receipt requested, and the 1674
receipt is signed by or on behalf of the addressee. 1675
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 68 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
(8) An affidavit of the secretary, an assistant secretary, 1676
the transfer agent, or other authorized agent of the domestic or 1677
foreign corporation that the notice has been given by a form of 1678
electronic transmission is, in the absence of fraud, prima facie 1679
evidence of the facts stated in the notice. 1680
(9) If this chapter act prescribes notice requirements for 1681
particular circumstances, those requirements govern. If articles 1682
of incorporation or bylaws prescribe notice requirements not 1683
less stringent than the requirements of this section or other 1684
provisions of this chapter act, those requirements govern. 1685
Section 11. Section 617.0143, Florida Statutes, is created 1686
to read: 1687
617.0143 Qualified director.— 1688
(1) For purposes of this chapter, the term: 1689
(a) "Material interest" means an actual or potential 1690
benefit or detriment, other than one which would devolve on the 1691
corporation or the members generally, which would reasonably be 1692
expected to impair the objectivity of the director's judgment 1693
when participating in the action to be taken. For a corporation 1694
that is regulated by chapter 718, chapter 719, chapter 720, 1695
chapter 721, or chapter 723, or a corporation when membership in 1696
such corporation is required pursuant to a document recorded in 1697
the county property records, a "material interest" is limited to 1698
familial, financial, professional, or employment interests. 1699
(b) "Material relationship" means a familial, financial, 1700
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 69 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
professional, employment, or other relationship that would 1701
reasonably be expected to impair the objectivity of the 1702
director's judgment when participating in the action to be 1703
taken. 1704
(c) "Qualified director" is a director who, at the time 1705
action is to be taken under: 1706
1. Section 617.0744, and who does not have an interest in 1707
the outcome of the proceeding or has a material relationship 1708
with a person who has an interest in the outcome of the 1709
proceeding; 1710
2. Section 617.0832, and who is not a director as to whom 1711
the transaction is a director's conflict of interest 1712
transaction, or who has a material relationship with another 1713
director as to whom the transaction is a director's conflict of 1714
interest transaction; or 1715
3. Section 617.0831, with respect to the application of 1716
ss. 607.0850-607.0859, and who: 1717
a. Is not a party to the proceeding; 1718
b. Is not a director as to whom a transaction is a 1719
director's conflict of interest transaction, which transaction 1720
is challenged in the proceeding; and 1721
c. Does not have a material relationship with a director 1722
who is disqualified by virtue of not meeting the requirements of 1723
sub-subparagraph a. or sub-subparagraph b. 1724
(2) A director is not automatically prevented from being a 1725
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 70 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
qualified director if any of the following is present: 1726
(a) The nomination or election of the director to the 1727
current board of directors by any director who is not a 1728
qualified director with respect to the matter, or by any person 1729
who has a material relationship with that director, acting alone 1730
or participating with others. 1731
(b) Service as a director of another corporation of which 1732
a director who is not a qualified director with respect to the 1733
matter, or any individual who has a material relationship with 1734
that director is or was also a director. 1735
(c) With respect to actions pursuant to s. 617.0744, 1736
status as a named defendant, as a director against whom action 1737
is demanded, or as a director who approved the conduct being 1738
challenged. 1739
Section 12. Subsections (1) and (2) of section 617.0202, 1740
Florida Statutes, are amended to read: 1741
617.0202 Articles of incorporation; content.— 1742
(1) The articles of incorporation must set forth: 1743
(a) A corporate name for the corporation that satisfies 1744
the requirements of s. 617.0401;. 1745
(b) The street address of the initial principal office 1746
and, if different, the mailing address of the corporation; 1747
(c) The purpose or purposes for which the corporation is 1748
organized; 1749
(d) A statement of the manner in which the directors are 1750
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 71 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
to be elected or appointed. In lieu thereof, the articles of 1751
incorporation may provide that the method of election of 1752
directors be stated in the bylaws; 1753
(e) Any provision that lawfully limits the corporate 1754
powers authorized under this chapter, not inconsistent with this 1755
act or with any other law, which limits in any manner the 1756
corporate powers authorized under this act; 1757
(f) The street address of the corporation's initial 1758
registered office and the name of its initial registered agent 1759
at that address together with a written acceptance of 1760
appointment as a registered agent as required by s. 617.0501; 1761
and 1762
(g) The name and address of each incorporator. 1763
(2) The articles of incorporation may set forth: 1764
(a) The names and addresses of the individuals who are to 1765
serve as the initial directors; 1766
(b) Any provision not inconsistent with law, regarding the 1767
regulation of the internal affairs of the corporation, 1768
including, without limitation, any provision with respect to the 1769
relative rights or interests of the members as among themselves 1770
or in the property of the corporation; 1771
(c) The manner of termination of membership in the 1772
corporation; 1773
(d) The rights, upon termination of membership, of the 1774
corporation, the terminated members, and the remaining members; 1775
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 72 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
(e) The transferability or nontransferability of 1776
membership to the extent consistent with s. 617.0605; 1777
(f) The distribution of assets upon dissolution or final 1778
liquidation or, if otherwise permitted by law, upon partial 1779
liquidation; 1780
(g) If the corporation is to have one or more classes of 1781
members, any provision designating the class or classes of 1782
members and stating the qualifications and rights of the members 1783
of each class; 1784
(h) The names of any persons or the designations of any 1785
groups of persons who are to be the initial members; 1786
(i) A provision to the effect that the corporation will be 1787
subordinate to and subject to the authority of any head or 1788
national association, lodge, order, beneficial association, 1789
fraternal or beneficial society, foundation, federation, or 1790
other corporation, society, organization, or nonprofit 1791
association not for profit; and 1792
(j) Any provision that under this chapter act is required 1793
or permitted to be set forth in the bylaws. Any such provision 1794
set forth in the articles of incorporation need not be set forth 1795
in the bylaws. 1796
Section 13. Section 617.0204, Florida Statutes, is amended 1797
to read: 1798
617.0204 Liability for preincorporation transactions.—All 1799
persons purporting to act as or on behalf of a corporation, 1800
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 73 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
knowing having actual knowledge that there was no incorporation 1801
under this chapter act, are jointly and severally liable for all 1802
liabilities created while so acting except for any liability to 1803
any person who also had actual knowledge that there was no 1804
incorporation. 1805
Section 14. Section 617.0206, Florida Statutes, is amended 1806
to read: 1807
617.0206 Bylaws.—The initial bylaws of a corporation shall 1808
be adopted by its board of directors unless that power is 1809
reserved to the members by the articles of incorporation. The 1810
power to alter, amend, or repeal the bylaws or adopt new bylaws 1811
is shall be vested in the board of directors unless otherwise 1812
provided in the articles of incorporation or the bylaws. The 1813
bylaws may contain any provision for the regulation and 1814
management of the affairs of the corporation not inconsistent 1815
with law or the articles of incorporation. 1816
Section 15. Subsections (1), (3), (6), (8), (12), (14), 1817
and (16) of section 617.0302, Florida Statutes, are amended, and 1818
a new subsection (16) is added to that section, to read: 1819
617.0302 Corporate powers.—Every nonprofit corporation not 1820
for profit organized under this chapter, unless otherwise 1821
provided in its articles of incorporation or bylaws, shall have 1822
power to: 1823
(1) Have succession by its corporate name for the period 1824
set forth in its articles of incorporation. 1825
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 74 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
(2)(3) Adopt, use, and alter a common corporate seal. 1826
However, such seal must always contain the words "corporation 1827
not for profit" or "nonprofit corporation." 1828
(5)(6) Increase or decrease, by a vote of its members cast 1829
as the bylaws may direct, the number of its directors, subject 1830
to any minimum number of directors required under s. 617.0803 so 1831
that the number shall not be less than three but may be any 1832
number in excess thereof. 1833
(7)(8) Conduct its affairs, carry on its operations, and 1834
have offices and exercise the powers granted by this chapter act 1835
in any state, territory, district, or possession of the United 1836
States or any foreign country. 1837
(11)(12) Purchase, take, receive, subscribe for, or 1838
otherwise acquire, own, hold, vote, use, employ, sell, mortgage, 1839
lend, pledge, or otherwise dispose of and otherwise use and deal 1840
in and with, shares and other interests in, or obligations of, 1841
other entities domestic or foreign corporations, whether for 1842
profit or not for profit, associations, partnerships, or 1843
individuals, or direct or indirect obligations of the United 1844
States, or of any other government, state, territory, 1845
governmental district, municipality, or of any instrumentality 1846
thereof. 1847
(13)(14) Make donations for the public welfare or for 1848
religious, charitable, scientific, literary, educational, or 1849
other similar purposes. 1850
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 75 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
(15)(16) Merge with other corporations or other eligible 1851
entities identified in s. 607.1101, both for profit and 1852
nonprofit not for profit, domestic and foreign, in accordance 1853
with the merger provisions of this chapter if the surviving 1854
corporation or other surviving eligible entity is a corporation 1855
not for profit or other eligible entity that has been organized 1856
as a not-for-profit entity under a governing statute or other 1857
applicable law that permits such a merger. 1858
(16) Be a promoter, incorporator, partner, member, 1859
associate, or manager of any corporation, joint venture, or 1860
other entity. 1861
Section 16. Section 617.0304, Florida Statutes, is amended 1862
to read: 1863
617.0304 Lack of power to act Ultra vires.— 1864
(1) Except as provided in subsection (2), the validity of 1865
corporate action, including, but not limited to, any conveyance, 1866
transfer, or encumbrance of real or personal property to or by a 1867
corporation, may not be challenged on the ground that the 1868
corporation lacks or lacked power to act. 1869
(2) A corporation's power to act may be challenged: 1870
(a) In a proceeding by a member against the corporation to 1871
enjoin the act; 1872
(b) In a proceeding by the corporation, directly, 1873
derivatively, or through a receiver, trustee, or other legal 1874
representative, or through members in a representative suit, 1875
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 76 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
against an incumbent or former officer, employee, or agent of 1876
the corporation; or 1877
(c) In a proceeding by the Attorney General, as provided 1878
in this chapter act, to dissolve the corporation or in a 1879
proceeding by the Attorney General to enjoin the corporation 1880
from the transaction of unauthorized business. 1881
(3) In a member's proceeding under paragraph (2)(a) to 1882
enjoin an unauthorized corporate act, the court may enjoin or 1883
set aside the act, if equitable and if all affected persons are 1884
parties to the proceeding, and may award damages for loss (other 1885
than anticipated profits) suffered by the corporation or another 1886
party because of enjoining the unauthorized act, except the 1887
court may not award damages for anticipated profits. 1888
Section 17. Subsections (3), (4), and (5) are added to 1889
section 617.0401, Florida Statutes, to read: 1890
617.0401 Corporate name.— 1891
(3) Notwithstanding subsection (2), a corporation may 1892
register under a name that is not otherwise distinguishable on 1893
the records of the department if: 1894
(a) The other entity consents to the use and submits an 1895
undertaking in form satisfactory to the secretary of state to 1896
change its name to a name that is distinguishable upon the 1897
records of the department from the name of the applying 1898
corporation; or 1899
(b) The applicant delivers to the department a certified 1900
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 77 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
copy of a final judgment of a court of competent jurisdiction 1901
establishing the applicant's right to use the name applied for 1902
in the state. 1903
(4) A corporate name as filed with the department is for 1904
public notice only and does not alone create any presumption of 1905
ownership of such name. 1906
(5) This section does not apply to the use of fictitious 1907
names. 1908
Section 18. Subsections (1), (2), (5), and (6) of section 1909
617.0403, Florida Statutes, are amended to read: 1910
617.0403 Registered name; application; renewal; 1911
revocation.— 1912
(1) A foreign corporation may register its corporate name, 1913
or its corporate name with any addition required by s. 617.1506, 1914
if the name is distinguishable upon the records of the 1915
department of State from the corporate names that are not 1916
available under s. 617.0401(1)(e). 1917
(2) A foreign corporation registers its corporate name, or 1918
its corporate name with any addition required by s. 617.1506, by 1919
delivering to the department of State for filing an application: 1920
(a) Setting forth its corporate name, or its corporate 1921
name with any addition required by s. 617.1506, the state or 1922
country and date of its incorporation, and a brief description 1923
of the nature of its purposes and the affairs in which it is 1924
engaged; and 1925
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 78 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
(b) Accompanied by a certificate of existence, or a 1926
certificate setting forth that such corporation is in good 1927
standing under the laws of the state or country wherein it is 1928
organized, (or a document of similar import), from the state or 1929
country of incorporation. 1930
(5) A foreign corporation that has so registered its name 1931
the registration of which is effective may thereafter qualify to 1932
conduct its affairs in this state as a foreign corporation under 1933
the registered name or consent in writing to the use of that 1934
name by a corporation thereafter incorporated under this chapter 1935
act or by another foreign corporation thereafter authorized to 1936
conduct its affairs in this state. The registration terminates 1937
when the domestic corporation is incorporated or the foreign 1938
corporation qualifies or consents to the qualification of 1939
another foreign corporation under the registered name. 1940
(6) The department of State may revoke any registration 1941
if, after a hearing, it finds that the application therefor or 1942
any renewal thereof was not made in good faith. 1943
Section 19. Present subsections (4) and (5) of section 1944
617.0501, Florida Statutes, are redesignated as subsections (5) 1945
and (6), respectively, a new subsection (4) is added to that 1946
section, and subsections (1) and (3) and present subsection (5) 1947
and subsection (6) of that section are amended, to read: 1948
617.0501 Registered office and registered agent.— 1949
(1) Each corporation shall have and continuously maintain 1950
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 79 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
in this state: 1951
(a) A registered office which may be the same as its 1952
principal office; and 1953
(b) A registered agent, who may be either: 1954
1. An individual who resides in this state whose business 1955
office is identical to with such registered office; or 1956
2.a. Another domestic entity that is an authorized entity 1957
whose business address is identical to the address of the 1958
registered office; or 1959
3.b. A foreign entity authorized to transact business in 1960
this state that is an authorized entity and whose business 1961
address is identical to the address of the registered office. 1962
(3) Each initial A registered agent, and each appointed 1963
pursuant to this section or a successor registered agent that is 1964
appointed, pursuant to s. 617.0502 on whom process may be served 1965
shall each file a statement in writing with the department of 1966
State, in the such form and manner as shall be prescribed by the 1967
department, accepting the appointment as a registered agent 1968
while simultaneously with his or her being designated as the 1969
registered agent. The Such statement of acceptance must provide 1970
shall state that the registered agent is familiar with, and 1971
accepts, the obligations of that position. 1972
(4) The duties of a registered agent are: 1973
(a) To forward to the corporation, at the address most 1974
recently supplied to the registered agent by the corporation, a 1975
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 80 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
process, notice, or demand pertaining to the corporation which 1976
is served on or received by the registered agent; and 1977
(b) If the registered agent resigns, to provide the notice 1978
required under s. 617.0502 to the corporation at the address 1979
most recently supplied to the registered agent by the 1980
corporation. 1981
(6)(5) A corporation may not prosecute or maintain any 1982
action in a court in this state until the corporation complies 1983
with this section or s. 617.1508, as applicable; pays to the 1984
department of State any amounts required under this chapter; 1985
and, to the extent ordered by a court of competent jurisdiction, 1986
pays to the department of State a penalty of $5 for each day it 1987
has failed to so comply or $500, whichever is less. A court may 1988
stay a proceeding commenced by a corporation until the 1989
corporation complies with this section. 1990
(6) For the purposes of this section, the term "authorized 1991
entity" means: 1992
(a) A corporation for profit; 1993
(b) A limited liability company; 1994
(c) A limited liability partnership; or 1995
(d) A limited partnership, including a limited liability 1996
limited partnership. 1997
Section 20. Section 617.0502, Florida Statutes, is amended 1998
to read: 1999
617.0502 Change of registered office or registered agent; 2000
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 81 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
resignation of registered agent.— 2001
(1) A corporation may change its registered office or its 2002
registered agent upon filing with the department of State a 2003
statement of change setting forth: 2004
(a) The name of the corporation; 2005
(b) The name street address of its current registered 2006
agent office; 2007
(c) If the current registered agent office is to be 2008
changed, the name street address of the new registered agent 2009
office; 2010
(d) The street address name of its current registered 2011
office for its current registered agent; 2012
(e) If the street address of the current registered office 2013
is to be changed, the new street address of the registered 2014
office in this state. 2015
(2) If the its current registered agent is to be changed, 2016
the written acceptance name of the successor new registered 2017
agent as described in s. 617.0501(3) must be provided to the 2018
department and the new agent's written consent (either on the 2019
statement or attached to it) to the appointment; 2020
(f) That the street address of its registered office and 2021
the street address of the business office of its registered 2022
agent, as changed, will be identical; and 2023
(g) That such change was authorized by resolution duly 2024
adopted by its board of directors or by an officer of the 2025
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 82 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
corporation so authorized by the board of directors. 2026
(2)(a) Any registered agent may resign his or her agency 2027
appointment by signing and delivering for filing with the 2028
Department of State a statement of resignation and mailing a 2029
copy of such statement to the corporation at its mailing address 2030
of the respective corporation that then appears in the records 2031
of the Department of State; provided, however, that if a 2032
composite statement of resignation is being filed pursuant to 2033
paragraph (b), the registered agent must promptly mail a copy of 2034
either the composite statement of resignation or a separate 2035
notice of resignation for each respective corporation, in each 2036
case using the respective mailing address of the respective 2037
corporation that then appears in the records of the Department 2038
of State. The statement of resignation shall state that a copy 2039
of such statement of resignation or, if applicable, notice of 2040
resignation, has been mailed to the corporation at the address 2041
so stated. The agency is terminated as of the 31st day after the 2042
date on which the statement was filed and unless otherwise 2043
provided in the statement, termination of the agency acts as a 2044
termination of the registered office. 2045
(b) If a registered agent is resigning as registered agent 2046
from one or more corporations that each have been dissolved, 2047
either voluntarily, administratively, or by court action, for a 2048
continuous period of 10 years or longer, the registered agent 2049
may elect to file the statement of resignation separately for 2050
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 83 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
each such corporation or may elect to file a single composite 2051
statement of resignation covering two or more corporations. Any 2052
such composite statement of resignation must set forth, for each 2053
such corporation covered by the statement of resignation, the 2054
name of the respective corporation and the date that dissolution 2055
became effective for the respective corporation. This subsection 2056
is applicable only to resignations by registered agents from 2057
domestic corporations. 2058
(3) If a registered agent changes his or her business name 2059
or business address, he or she may change such name or address 2060
and the address of the registered office of any corporation for 2061
which he or she is the registered agent by: 2062
(a) Notifying all such corporations in writing of the 2063
change; 2064
(b) Signing (either manually or in facsimile) and 2065
delivering to the Department of State for filing a statement 2066
that substantially complies with the requirements of paragraphs 2067
(1)(a)-(f), setting forth the names of all such corporations 2068
represented by the registered agent; and 2069
(c) Reciting that each corporation has been notified of 2070
the change. 2071
(4) Changes of the registered office or registered agent 2072
may be made by a change on the corporation's annual report form 2073
filed with the Department of State. 2074
(5) The Department of State shall collect a fee pursuant 2075
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 84 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
to s. 15.09(2) for filings authorized by this section. 2076
Section 21. Section 617.05021, Florida Statutes, is 2077
created to read: 2078
617.05021 Resignation of a registered agent.— 2079
(1)(a) A registered agent may resign as agent for a 2080
corporation by delivering to the department a signed statement 2081
of resignation and mailing a copy of such statement to the 2082
corporation at its mailing address of the respective corporation 2083
that then appears in the records of the department; provided, 2084
however, that if a composite statement of resignation is being 2085
filed pursuant to paragraph (b), the registered agent must 2086
promptly mail a copy of either the composite statement of 2087
resignation or a separate notice of resignation for each 2088
respective corporation, in each case using the respective 2089
mailing address of the respective corporation that then appears 2090
in the records of the department. 2091
(b) If a registered agent is resigning as registered agent 2092
from one or more corporations that each have been dissolved, 2093
either voluntarily, administratively, or by court action, for a 2094
continuous period of 10 years or longer, the registered agent 2095
may elect to file the statement of resignation separately for 2096
each such corporation or may elect to file a single composite 2097
statement of resignation covering two or more corporations. Any 2098
such composite statement of resignation must set forth, for each 2099
such corporation covered by the statement of resignation, the 2100
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 85 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
name of the respective corporation and the date that dissolution 2101
became effective for the respective corporation. This paragraph 2102
is applicable only to resignations by registered agents from 2103
domestic corporations. 2104
(2) A registered agent is terminated upon the earlier of: 2105
(a) The 31st day after the department files the statement 2106
of resignation; or 2107
(b) When a statement of change or other record designating 2108
a new registered agent is filed by the department. 2109
(3) When a statement of resignation takes effect, the 2110
registered agent ceases to have responsibility for a matter 2111
thereafter tendered to it as agent for the corporation. The 2112
resignation does not affect contractual rights that the 2113
corporation has against the agent or that the agent has against 2114
the corporation. 2115
(4) A registered agent may resign from a corporation 2116
regardless of whether the corporation has active status. 2117
Section 22. Section 617.05022, Florida Statutes, is 2118
created to read: 2119
617.05022 Change of name or address by a registered 2120
agent.— 2121
(1) If a registered agent changes the registered agent's 2122
name or business address, the agent may deliver to the 2123
department for filing a statement of change that provides the 2124
following: 2125
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 86 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
(a) The name of the corporation represented by the 2126
registered agent. 2127
(b) The name of the registered agent as currently shown in 2128
the records of the department for the corporation. 2129
(c) If the name of the registered agent has changed, its 2130
new name. 2131
(d) If the address of the registered agent has changed, 2132
the new address. 2133
(e) A statement that the registered agent has given the 2134
notice required under subsection (2). 2135
(2) A registered agent shall promptly furnish notice to 2136
the represented corporation of the statement of change and the 2137
changes made in the statement, as delivered to the department. 2138
(3) A statement of change is effective when filed by the 2139
department. 2140
(4) The changes described in this section may also be made 2141
on the corporation's annual report, in an application for 2142
reinstatement filed with the department under s. 617.1422, or in 2143
an amendment to or restatement of the company's articles of 2144
incorporation in accordance with s. 617.1006 or s. 617.1007. 2145
(5) The department shall collect a fee pursuant to s. 2146
15.09(2) for filings authorized by this section. 2147
Section 23. Section 617.0503, Florida Statutes, is amended 2148
to read: 2149
617.0503 Failure to maintain registered agent; subpoena by 2150
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 87 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
the Department of Legal Affairs Registered agent; duties; 2151
confidentiality of investigation records.— 2152
(1)(a) Each corporation or, foreign corporation, or alien 2153
business organization that owns real property located in this 2154
state, that owns a mortgage on real property located in this 2155
state, or that conducts affairs transacts business in this state 2156
shall have and continuously maintain in this state a registered 2157
office and a registered agent and shall file with the department 2158
of State notice of the registered office and registered agent as 2159
provided in ss. 617.0501 and 617.0502. The appointment of a 2160
registered agent in compliance with s. 617.0501 or s. 617.0502 2161
is sufficient for purposes of this section if the registered 2162
agent so appointed files, in the form and manner prescribed by 2163
the department of State, an acceptance of the obligations 2164
provided for in this section. 2165
(b) Each such corporation or, foreign corporation, or 2166
alien business organization that fails to have and continuously 2167
maintain a registered office and a registered agent as required 2168
in this section is liable to this state for $500 for each year, 2169
or part of a year, during which the domestic or corporation, 2170
foreign corporation, or alien business organization fails to 2171
comply with these requirements; but this liability is forgiven 2172
in full upon the compliance by the domestic or foreign 2173
corporation, foreign corporation, or alien business organization 2174
with the requirements of this subsection, even if that 2175
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 88 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
compliance occurs after an action to collect such amount is 2176
instituted. The Department of Legal Affairs may file an action 2177
in the circuit court for the judicial circuit in which the 2178
domestic or foreign corporation, foreign corporation, or alien 2179
business organization is found or conducts affairs transacts 2180
business, or in which real property belonging to the domestic or 2181
foreign corporation, foreign corporation, or alien business 2182
organization is located, to petition the court for an order 2183
directing that a registered agent be appointed and that a 2184
registered office be designated, and to obtain judgment for the 2185
amount owed under this subsection. In connection with such 2186
proceeding, the department may, without prior approval by the 2187
court, file a lis pendens against real property owned by the 2188
domestic or foreign corporation, foreign corporation, or alien 2189
business organization, which lis pendens must shall set forth 2190
the legal description of the real property and must shall be 2191
filed in the public records of the county where the real 2192
property is located. If the lis pendens is filed in any county 2193
other than the county in which the action is pending, the lis 2194
pendens that is filed must be a certified copy of the original 2195
lis pendens. The failure to comply timely or fully with an order 2196
directing that a registered agent be appointed and that a 2197
registered office be designated will result in a civil penalty 2198
of not more than $1,000 for each day of noncompliance. A 2199
judgment or an order of payment entered under this subsection 2200
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 89 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
becomes a judgment lien against any real property owned by the 2201
domestic or foreign corporation, foreign corporation, or alien 2202
business organization when a certified copy of the judgment or 2203
order is recorded as required by s. 55.10. The department may 2204
avail itself of, and is entitled to use, any provision of law or 2205
of the Florida Rules of Civil Procedure to further the 2206
collecting or obtaining of payment pursuant to a judgment or 2207
order of payment. The state, through the Attorney General, may 2208
bid, at any judicial sale to enforce its judgment lien, any 2209
amount up to the amount of the judgment or lien obtained 2210
pursuant to this subsection. All moneys recovered under this 2211
subsection must shall be treated as forfeitures under ss. 2212
895.01-895.09 and used or distributed in accordance with the 2213
procedure set forth in s. 895.09. A domestic or foreign 2214
corporation, foreign corporation, or alien business organization 2215
that fails to have and continuously maintain a registered office 2216
and a registered agent as required in this section may not 2217
defend itself against any action instituted by the Department of 2218
Legal Affairs or by any other agency of this state until the 2219
requirements of this subsection have been met. 2220
(2) Each domestic or foreign corporation, foreign 2221
corporation, or alien business organization that owns real 2222
property located in this state, that owns a mortgage on real 2223
property located in this state, or that conducts affairs 2224
transacts business in this state must shall, pursuant to 2225
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 90 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
subpoena served upon the registered agent of the domestic or 2226
foreign corporation, foreign corporation, or alien business 2227
organization issued by the Department of Legal Affairs, produce, 2228
through its registered agent or through a designated 2229
representative within 30 days after service of the subpoena, 2230
testimony and records showing the following: 2231
(a) True copies of documents evidencing the legal 2232
existence of the entity, including the articles of incorporation 2233
and any amendments to the articles of incorporation or the legal 2234
equivalent of the articles of incorporation and such amendments. 2235
(b) The names and addresses of each current officer and 2236
director of the entity or persons holding equivalent positions. 2237
(c) The names and addresses of all prior officers and 2238
directors of the entity or persons holding equivalent positions, 2239
for a period not to exceed the 5 years previous to the date of 2240
issuance of the subpoena. 2241
(d) The names and addresses of each member current 2242
shareholder, equivalent equitable owner, and ultimate equitable 2243
owner of the entity, the number of which names is limited to the 2244
names of the 100 members holding the largest share of voting 2245
power of the domestic or foreign corporation shareholders, 2246
equivalent equitable owners, and ultimate equitable owners that, 2247
in comparison to all other shareholders, equivalent equitable 2248
owners, or ultimate equitable owners, respectively, own the 2249
largest number of shares of stock of the corporation, foreign 2250
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 91 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
corporation, or alien business organization or the largest 2251
percentage of an equivalent form of equitable ownership of the 2252
corporation, foreign corporation, or alien business 2253
organization. 2254
(e) The names and addresses of all previous members prior 2255
shareholders, equivalent equitable owners, and ultimate 2256
equitable owners of the entity for the 12-month period preceding 2257
the date of issuance of the subpoena, the number of which names 2258
is limited to the 100 members holding the largest share of 2259
voting power of the domestic or foreign corporation 2260
shareholders, equivalent equitable owners, and ultimate 2261
equitable owners that, in comparison to all other shareholders, 2262
equivalent equitable owners, or ultimate equitable owners, 2263
respectively, own the largest number of shares of stock of the 2264
corporation, foreign corporation, or alien business organization 2265
or the largest percentage of an equivalent form of equitable 2266
ownership of the corporation, foreign corporation, or alien 2267
business organization. 2268
(f) The names and addresses of the person or persons who 2269
provided the records and information to the registered agent or 2270
designated representative of the entity. 2271
(g) The requirements of paragraphs (d) and (e) do not 2272
apply to: 2273
1. A financial institution; 2274
2. A corporation, foreign corporation, or alien business 2275
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 92 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
organization the securities of which are registered pursuant to 2276
s. 12 of the Securities Exchange Act of 1934, 15 U.S.C. ss. 78a-2277
78kk, if such corporation, foreign corporation, or alien 2278
business organization files with the United States Securities 2279
and Exchange Commission the reports required by s. 13 of that 2280
act; or 2281
3. A corporation, foreign corporation, or alien business 2282
organization, the securities of which are regularly traded on an 2283
established securities market located in the United States or on 2284
an established securities market located outside the United 2285
States, if such non-United States securities market is 2286
designated by rule adopted by the Department of Legal Affairs; 2287
2288
upon a showing by the corporation, foreign corporation, or alien 2289
business organization that the exception in subparagraph 1., 2290
subparagraph 2., or subparagraph 3. applies to the corporation, 2291
foreign corporation, or alien business organization. Such 2292
exception in subparagraph 1., subparagraph 2., or subparagraph 2293
3. does not, however, exempt the corporation, foreign 2294
corporation, or alien business organization from the 2295
requirements for producing records, information, or testimony 2296
otherwise imposed under this section for any period of time when 2297
the requisite conditions for the exception did not exist. 2298
(3) The time limit for producing records and testimony may 2299
be extended for good cause shown by the domestic or foreign 2300
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 93 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
corporation, foreign corporation, or alien business 2301
organization. 2302
(4) A domestic or foreign corporation person, corporation, 2303
foreign corporation, or alien business organization designating 2304
an attorney or, accountant, or spouse as a registered agent or 2305
designated representative shall, with respect to this state or 2306
any agency or subdivision of this state, be deemed to have 2307
waived any privilege that might otherwise attach to 2308
communications with respect to the information required to be 2309
produced pursuant to subsection (2), which communications are 2310
among such domestic or foreign corporation, foreign corporation, 2311
or alien business organization; the registered agent or 2312
designated representative of such domestic or foreign 2313
corporation, foreign corporation, or alien business 2314
organization; and the beneficial owners of such domestic or 2315
foreign corporation, foreign corporation, or alien business 2316
organization. The duty to comply with the provisions of this 2317
section will not be excused by virtue of any privilege or 2318
provision of law of this state or any other state or country, 2319
which privilege or provision authorizes or directs that the 2320
testimony or records required to be produced under subsection 2321
(2) are privileged or confidential or otherwise may not be 2322
disclosed. 2323
(5) If a domestic or foreign corporation, foreign 2324
corporation, or alien business organization fails without lawful 2325
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 94 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
excuse to comply timely or fully with a subpoena issued pursuant 2326
to subsection (2), the Department of Legal Affairs may file an 2327
action in the circuit court for the judicial circuit in which 2328
the domestic or foreign corporation, foreign corporation, or 2329
alien business organization is found or conducts affairs, 2330
transacts business or in which real property belonging to the 2331
domestic or foreign corporation, foreign corporation, or alien 2332
business organization is located, for an order compelling 2333
compliance with the subpoena. The failure without a lawful 2334
excuse to comply timely or fully with an order compelling 2335
compliance with the subpoena will result in a civil penalty of 2336
not more than $1,000 for each day of noncompliance with the 2337
order. In connection with such proceeding, the department may, 2338
without prior approval by the court, file a lis pendens against 2339
real property owned by the domestic or foreign corporation, 2340
foreign corporation, or alien business organization, which lis 2341
pendens must shall set forth the legal description of the real 2342
property and must shall be filed in the public records of the 2343
county where the real property is located. If the lis pendens is 2344
filed in any county other than the county in which the action is 2345
pending, the lis pendens that is filed must be a certified copy 2346
of the original lis pendens. A judgment or an order of payment 2347
entered pursuant to this subsection will become a judgment lien 2348
against any real property owned by the domestic or foreign 2349
corporation, foreign corporation, or alien business organization 2350
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 95 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
when a certified copy of the judgment or order is recorded as 2351
required by s. 55.10. The department may avail itself of, and is 2352
entitled to use, any provision of law or of the Florida Rules of 2353
Civil Procedure to further the collecting or obtaining of 2354
payment pursuant to a judgment or order of payment. The state, 2355
through the Attorney General, may bid at any judicial sale to 2356
enforce its judgment lien, an amount up to the amount of the 2357
judgment or lien obtained pursuant to this subsection. All 2358
moneys recovered under this subsection shall be treated as 2359
forfeitures under ss. 895.01-895.09 and used or distributed in 2360
accordance with the procedure set forth in s. 895.09. 2361
(6) Information provided to, and records and 2362
transcriptions of testimony obtained by, the Department of Legal 2363
Affairs pursuant to this section are confidential and exempt 2364
from the provisions of s. 119.07(1) and s. 24(a), Art. I of the 2365
State Constitution while the investigation is active. For 2366
purposes of this section, an investigation shall be considered 2367
"active" while such investigation is being conducted with a 2368
reasonable, good faith belief that it may lead to the filing of 2369
an administrative, a civil, or a criminal proceeding. An 2370
investigation does not cease being to be active so long as the 2371
department is proceeding with reasonable dispatch and there is a 2372
good faith belief that action may be initiated by the department 2373
or other administrative or law enforcement agency. Except for 2374
active criminal intelligence or criminal investigative 2375
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 96 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
information, as defined in s. 119.011, and information which, if 2376
disclosed, would reveal a trade secret, as defined in s. 2377
688.002, or would jeopardize the safety of an individual, all 2378
information, records, and transcriptions become available to the 2379
public when the investigation is completed or becomes inactive 2380
ceases to be active. The department may shall not disclose 2381
confidential information, records, or transcriptions of 2382
testimony except pursuant to authorization by the Attorney 2383
General in any of the following circumstances: 2384
(a) To a law enforcement agency participating in or 2385
conducting a civil investigation under chapter 895, or 2386
participating in or conducting a criminal investigation. 2387
(b) In the course of filing, participating in, or 2388
conducting a judicial proceeding instituted pursuant to this 2389
section or chapter 895. 2390
(c) In the course of filing, participating in, or 2391
conducting a judicial proceeding to enforce an order or judgment 2392
entered pursuant to this section or chapter 895. 2393
(d) In the course of a criminal proceeding. 2394
2395
A person or law enforcement agency that receives any 2396
information, record, or transcription of testimony that has been 2397
made confidential by this subsection shall maintain the 2398
confidentiality of such material and may shall not disclose such 2399
information, record, or transcription of testimony except as 2400
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 97 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
provided for herein. Any person who willfully discloses any 2401
information, record, or transcription of testimony that has been 2402
made confidential by this subsection, except as provided for in 2403
this subsection, commits a misdemeanor of the first degree, 2404
punishable as provided in s. 775.082 or s. 775.083. If any 2405
information, record, or testimony obtained pursuant to 2406
subsection (2) is offered in evidence in any judicial 2407
proceeding, the court may, in its discretion, seal that portion 2408
of the record to further the policies of confidentiality set 2409
forth in this subsection. 2410
(7) This section is supplemental and may shall not be 2411
construed to preclude or limit the scope of evidence gathering 2412
or other permissible discovery pursuant to any other subpoena or 2413
discovery method authorized by law or rule of procedure. 2414
(8) It is unlawful for any person, with respect to any 2415
record or testimony produced pursuant to a subpoena issued by 2416
the Department of Legal Affairs under subsection (2), to 2417
knowingly and willfully falsify, conceal, or cover up a material 2418
fact by a trick, scheme, or device; make any false, fictitious, 2419
or fraudulent statement or representation; or make or use any 2420
false writing or document knowing the writing or document to 2421
contain any false, fictitious, or fraudulent statement or entry. 2422
A person who violates this subsection commits a felony of the 2423
third degree, punishable as provided in s. 775.082, s. 775.083, 2424
or s. 775.084. 2425
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 98 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
(9) In the absence of a written agreement to the contrary, 2426
a registered agent is not liable for the failure to give notice 2427
of the receipt of a subpoena under subsection (2) to the 2428
domestic or foreign corporation, foreign corporation, or alien 2429
business organization that appointed the registered agent if the 2430
registered agent timely sends written notice of the receipt of 2431
the subpoena by first-class mail or domestic or international 2432
air mail, postage fees prepaid, to the last address that has 2433
been designated in writing to the registered agent by the 2434
appointing domestic or foreign corporation, foreign corporation, 2435
or alien business organization. 2436
(10) The designation of a registered agent and a 2437
registered office as required by subsection (1) for a domestic 2438
or foreign corporation, foreign corporation, or alien business 2439
organization that owns real property in this state or a mortgage 2440
on real property in this state is solely for the purposes of 2441
this chapter; and, notwithstanding s. 48.181, s. 617.1502, s. 2442
617.1503, or any other relevant section of the Florida Statutes, 2443
such designation may not be used in determining whether the 2444
domestic or foreign corporation, foreign corporation, or alien 2445
business organization is actually doing business in this state. 2446
(11) As used in this section, the term: 2447
(a) "Alien business organization" means: 2448
1. Any corporation, association, partnership, trust, joint 2449
stock company, or other entity organized under any laws other 2450
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 99 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
than the laws of the United States, of any United States 2451
territory or possession, or of any state of the United States; 2452
or 2453
2. Any corporation, association, partnership, trust, joint 2454
stock company, or other entity or device 10 percent or more of 2455
which is owned or controlled, directly or indirectly, by an 2456
entity described in subparagraph 1. or by a foreign natural 2457
person. 2458
(b) "Financial institution" means: 2459
1. A bank, banking organization, or savings association, 2460
as defined in s. 220.62; 2461
2. An insurance company, trust company, credit union, or 2462
industrial savings bank, any of which is licensed or regulated 2463
by an agency of the United States or any state of the United 2464
States; or 2465
3. Any person licensed under the provisions of chapter 2466
494. 2467
(c) "Mortgage" means a mortgage on real property situated 2468
in this state, except a mortgage owned by a financial 2469
institution. 2470
(b)(d) "Real property" means any real property situated in 2471
this state or any interest in such real property. 2472
(e) "Ultimate equitable owner" means a natural person who, 2473
directly or indirectly, owns or controls an ownership interest 2474
in a corporation, foreign corporation, or alien business 2475
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 100 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
organization, regardless of whether such natural person owns or 2476
controls such ownership interest through one or other natural 2477
persons or one or more proxies, powers of attorney, nominees, 2478
corporations, associations, partnerships, trusts, joint stock 2479
companies, or other entities or devices, or any combination 2480
thereof. 2481
(12) Any alien business organization may withdraw its 2482
registered agent designation by delivering an application for 2483
certificate of withdrawal to the department for filing. The 2484
application shall set forth: 2485
(a) The name of the alien business organization and the 2486
jurisdiction under the law of which it is incorporated or 2487
organized; and 2488
(b) That it is no longer required to maintain a registered 2489
agent in this state. 2490
Section 24. Section 617.0505, Florida Statutes, is amended 2491
to read: 2492
617.0505 Distributions and dividends prohibited; 2493
exceptions.—Except as authorized in s. 617.1302, A corporation 2494
may not make distributions to its members, directors, or 2495
officers. 2496
(1) A corporation may not pay any dividend and may not 2497
make distributions of any part of the net income or net earnings 2498
of the corporation to its members, directors, or officers, 2499
except that a corporation may: 2500
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 101 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
(a) Make payments for compensation and benefits as 2501
authorized in s. 617.0603, membership purchases as authorized in 2502
s. 617.0608(2), and compensation for directors as authorized in 2503
s. 617.08101; 2504
(b) Make distributions to its members upon dissolution in 2505
conformity with the dissolution provisions of this chapter or, 2506
if expressly permitted by its articles of incorporation, upon 2507
partial liquidation; and 2508
(c) Make distributions to another nonprofit entity or 2509
governmental unit that is a member of the distributing 2510
corporation or has the power to appoint one or more of the 2511
directors of the distributing corporation A mutual benefit 2512
corporation, such as a private club that is established for 2513
social, pleasure, or recreational purposes and that is organized 2514
as a corporation of which the equity interests are held by the 2515
members, may, subject to s. 617.1302, purchase the equity 2516
membership interest of any member, and the payment for such 2517
interest is not a distribution for purposes of this section. 2518
(2) A corporation may pay compensation in a reasonable 2519
amount to its members, directors, or officers for services 2520
rendered, may confer benefits upon its members in conformity 2521
with its purposes, and, upon dissolution or final liquidation, 2522
may make distributions to its members as permitted by this 2523
chapter. 2524
(3) If expressly permitted by its articles of 2525
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 102 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
incorporation, a corporation may make distributions upon partial 2526
liquidation to its members, as permitted by this section. Any 2527
such payment, benefit, or distribution does not constitute a 2528
dividend or a distribution of income or profit for purposes of 2529
this section. 2530
(4) A corporation that is a utility exempt from regulation 2531
under s. 367.022(7), whose articles of incorporation state that 2532
it is exempt from taxation under s. 501(c)(12) of the Internal 2533
Revenue Code of 1986, as amended, may make refunds to its 2534
members, before prior to a dissolution or liquidation, as its 2535
managing board deems necessary to establish or preserve its tax-2536
exempt status. Any such refund does not constitute a dividend or 2537
a distribution of income or earnings profit for purposes of this 2538
section. 2539
(3)(5) A corporation that is regulated by chapter 718, 2540
chapter 719, chapter 720, chapter 721, or chapter 723, or a 2541
corporation where membership in such corporation is required 2542
pursuant to a document recorded in the official county property 2543
records, may make refunds to its members, give giving credits to 2544
its members, disburse disbursing insurance proceeds to its 2545
members, or disburse disbursing or pay paying settlements to its 2546
members without violating this section. 2547
(4) A dividend or distribution by a nonprofit insurance 2548
company subsidiary to its mutual insurance holding company 2549
organized under part III of chapter 628, directly or indirectly 2550
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 103 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
through one or more intermediate holding companies authorized 2551
under that part, is not a distribution for the purposes of this 2552
chapter. 2553
Section 25. Paragraph (b) of subsection (1) and 2554
subsections (3) through (7) of section 617.0601, Florida 2555
Statutes, are amended, and subsections (8) and (9) are added to 2556
that section, to read: 2557
617.0601 Members, generally.— 2558
(1) 2559
(b) For The articles of incorporation or bylaws of any 2560
nonprofit corporation not for profit that does not have members, 2561
or does not have members entitled to vote on a matter, any law 2562
requiring notice to, the presence of, or the vote, consent, or 2563
other action by members of the corporation in connection with 2564
such matter is satisfied by notice to, the presence of, or the 2565
vote, consent, or other action by the board of directors of the 2566
nonprofit corporation maintains chapters or affiliates may grant 2567
representatives of such chapters or affiliates the right to vote 2568
in conjunction with the board of directors of the corporation 2569
notwithstanding applicable quorum or voting requirements of this 2570
chapter if the corporation is registered with the Department of 2571
Agriculture and Consumer Services pursuant to ss. 496.401-2572
496.424, the Solicitation of Contributions Act. 2573
(3) Corporation members have no voting or other rights 2574
except as provided in the articles of incorporation or bylaws 2575
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 104 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
and each member has the same rights and obligations as every 2576
other member except as provided in the articles of incorporation 2577
or bylaws. However, members of any corporation existing on July 2578
1, 1991, shall continue to have the same voting and other rights 2579
as before such date until changed by amendment of the articles 2580
of incorporation or bylaws. 2581
(4) A corporation shall keep a membership list book 2582
containing, in alphabetical order, the name and address of each 2583
member. The corporation shall also keep records in accordance 2584
with s. 617.1601. 2585
(5) A resignation, expulsion, suspension, or termination 2586
of membership pursuant to s. 617.0606 or s. 617.0607 must shall 2587
be recorded in the membership list book. Unless otherwise 2588
provided in the articles of incorporation or the bylaws, all the 2589
rights and privileges of a member cease on termination of 2590
membership. 2591
(6) Except as provided in the articles of incorporation or 2592
the bylaws, a corporation may admit members for no consideration 2593
or for such consideration as is determined by the board of 2594
directors. The consideration may take any form, including, but 2595
not limited to, promissory notes, intangible property, or past 2596
or future services. Payment of such consideration may be made at 2597
such times and upon such terms as are set forth in or authorized 2598
by the articles of incorporation, bylaws, or action of the board 2599
of directors Subsections (1), (2), (3), and (4) do not apply to 2600
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 105 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
a corporation that is an association as defined in s. 720.301. 2601
(7) Where the articles of incorporation expressly limit 2602
membership in the corporation to property owners within specific 2603
measurable geographic boundaries and where the corporation has 2604
been formed for the benefit of all of those property owners, no 2605
such property owner may not shall be denied membership, provided 2606
that such property owner once admitted to membership complies, 2607
shall comply with the terms and conditions of membership which 2608
may provide for termination of membership upon ceasing to be a 2609
property owner. Any bylaws, rules, or other regulations to the 2610
contrary are deemed void and any persons excluded from 2611
membership by such bylaws, rules, or other regulations are 2612
deemed members with full rights, including the right, by the 2613
majority, or as otherwise provided in the articles of 2614
incorporation, to call for a meeting of the membership. 2615
(8) A corporation may not be a member of itself or 2616
exercise the rights of a member with respect to itself. Upon a 2617
corporation's purchase of its own membership interest in 2618
accordance with s. 617.0608, the membership interest is 2619
canceled. 2620
(9) Subsections (1)-(4) do not apply to a corporation that 2621
is an association as defined in s. 720.301. 2622
Section 26. Section 617.0603, Florida Statutes, is created 2623
to read: 2624
617.0603 Compensation and benefits.—A corporation may do 2625
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 106 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
any of the following: 2626
(1) Pay compensation in reasonable amounts to its members, 2627
directors, officers, agents, and employees for services 2628
rendered. 2629
(2) Confer benefits upon its members in conformity with 2630
its purposes. 2631
(3) Upon dissolution or final liquidation, make 2632
distributions to its members or others as permitted by this 2633
chapter. 2634
2635
No such payments, benefits, or distributions may be deemed to be 2636
a dividend or a distribution of income or earnings. 2637
Section 27. Subsection (2) of section 617.0604, Florida 2638
Statutes, is amended, and subsections (3) through (7) are added 2639
to that section, to read: 2640
617.0604 Liability of members.— 2641
(2) A corporation may levy dues, assessments, and fees on 2642
its members to the extent authorized in the articles of 2643
incorporation or the bylaws. Dues, assessments, and fees may be 2644
imposed on members of the same class either alike or in 2645
different amounts or proportions, and may be imposed on a 2646
different basis on different classes of members. Members of a 2647
class may be made exempt from dues, assessments, and fees to the 2648
extent provided in the articles of incorporation or the bylaws A 2649
member may become liable to the corporation for dues, 2650
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 107 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
assessments, or fees as provided by law. 2651
(3) The amount and method of collection of dues, 2652
assessments, and fees may be fixed in the articles of 2653
incorporation or bylaws, or the articles of incorporation or 2654
bylaws may authorize the board of directors or its members to 2655
fix the amount and method of collection. 2656
(4) The articles of incorporation or bylaws may provide 2657
reasonable means, such as termination and reinstatement of 2658
membership, to enforce the collection of dues, assessments, and 2659
fees. 2660
(5) A creditor of a corporation may not bring a proceeding 2661
to reach the liability, if any, of a member of the corporation 2662
unless final judgment has been rendered in favor of the creditor 2663
against the corporation and execution has been returned 2664
unsatisfied in whole or in part or unless the proceeding would 2665
be useless. 2666
(6) All creditors of a corporation, with or without 2667
reducing their claims to judgment, may intervene in any other 2668
creditor's proceeding brought pursuant to subsection (5) to 2669
reach and apply unpaid amounts due from the corporation. All 2670
members who owe unpaid amounts to the corporation may be joined 2671
in the proceeding. 2672
(7) Satisfaction of a debt owed to a creditor by the 2673
corporation through payment of a member who owes unpaid amounts 2674
to the corporation satisfies the debt of the corporation to the 2675
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 108 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
creditor and the debt of the member to the corporation to the 2676
extent so paid by the member to the creditor. 2677
Section 28. Section 617.0605, Florida Statutes, is amended 2678
to read: 2679
617.0605 Transfer of membership interests.— 2680
(1) Except as provided in the articles of incorporation or 2681
bylaws, a member of a corporation may not transfer a membership 2682
or any right arising from membership except as otherwise allowed 2683
in this section. 2684
(2) Except as set forth in the articles of incorporation 2685
or bylaws of a mutual benefit corporation, a member of a mutual 2686
benefit corporation may not transfer a membership or any right 2687
arising from membership. 2688
(3) Where the right to If transfer a membership has been 2689
provided in the articles of incorporation or bylaws rights have 2690
been provided for one or more members of a mutual benefit 2691
corporation, a restriction on such rights is not binding with 2692
respect to a member holding a membership issued before the 2693
adoption of the restriction unless the restriction is approved 2694
by the members and the affected member. 2695
Section 29. Section 617.0606, Florida Statutes, is amended 2696
to read: 2697
617.0606 Resignation of members.— 2698
(1) Except as may be provided in the articles of 2699
incorporation or bylaws of a corporation, A member may resign at 2700
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 109 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
any time for any reason of a mutual benefit corporation may not 2701
transfer a membership or any right arising from membership. 2702
(2) The resignation of a member does not relieve the 2703
member from any obligations that the member may have to the 2704
corporation as a result of obligations incurred or commitments 2705
made before resignation. 2706
Section 30. Subsections (3) and (4) of section 617.0607, 2707
Florida Statutes, are amended, and subsection (5) is added to 2708
that section, to read: 2709
617.0607 Termination, expulsion, and suspension.— 2710
(3) Any proceeding challenging an expulsion, suspension, 2711
or termination, including a proceeding in which the defective 2712
notice is alleged, must be commenced within 1 year after the 2713
effective date of the expulsion, suspension, or termination. 2714
(4) A member who has been expelled or suspended or has had 2715
a membership suspended or terminated may be liable to the 2716
corporation for dues, assessments, or fees as a result of 2717
obligations incurred or commitments made before the expulsion, 2718
or suspension, or termination. The expulsion, suspension, or 2719
termination does not relieve the member of any obligations or 2720
commitments made before the expulsion, suspension, or 2721
termination. 2722
(5) A corporation may, if authorized in the articles of 2723
incorporation or bylaws, levy fines or otherwise penalize its 2724
members. A fine or penalty, other than a late fee for nonpayment 2725
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 110 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
of dues, may not be levied until after the corporation has 2726
provided notice thereof to the member concerned and has afforded 2727
the affected member an opportunity to be heard on the matter. 2728
Section 31. Section 617.0608, Florida Statutes, is amended 2729
to read: 2730
617.0608 Purchase of memberships.— 2731
(1) A corporation described in s. 501(c)(3) of the 2732
Internal Revenue Code of 1986, as amended, may not purchase the 2733
membership interests of any of its members any of its 2734
memberships or any right arising from membership. Any 2735
corporation that is not described in s. 501(c)(3) of the 2736
Internal Revenue Code of 1986, as amended, may purchase the 2737
membership interest of any member or any right arising from 2738
membership to the extent provided in the articles of 2739
incorporation or bylaws. No such payment for purchase of 2740
membership interest or right arising from membership may be 2741
deemed a dividend or a distribution of income or earnings except 2742
as provided in s. 617.0505 or subsection (2). 2743
(2) Subject to subsection (1) s. 617.1302, a mutual 2744
benefit corporation may purchase the membership interest of a 2745
member who resigns, or whose membership is terminated, for the 2746
amount and pursuant to the conditions set forth in its articles 2747
of incorporation or bylaws, but only if, after the completing 2748
the purchase: 2749
(a) The corporation is able to pay its debts as they 2750
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 111 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
become due in the usual course of its activities; and 2751
(b) The total assets of the corporation are at least equal 2752
to the sum of its liabilities. 2753
Section 32. Section 617.0701, Florida Statutes, is amended 2754
to read: 2755
617.0701 Meetings of members, generally; failure to hold 2756
annual meeting; special meeting; consent to corporate actions 2757
without meetings; waiver of notice of meetings.— 2758
(1) A corporation with members may hold meetings of 2759
members for the transaction of any proper business at such times 2760
stated in or fixed in accordance with the articles of 2761
incorporation or bylaws. The frequency of all meetings of 2762
members, the time and manner of notice of such meetings, the 2763
conduct and adjournment of such meetings, the determination of 2764
members entitled to notice or to vote at such meetings, and the 2765
number or voting power of members necessary to constitute a 2766
quorum, shall be determined by or in accordance with the 2767
articles of incorporation or the bylaws. Annual, regular, and 2768
special meetings of the members may be held in or out of this 2769
state, and the place and time of all meetings may be determined 2770
by the board of directors. 2771
(2) The failure to hold an annual meeting at the time 2772
stated in or fixed in accordance with a corporation's articles 2773
of incorporation or bylaws or pursuant to this chapter does not 2774
work cause a forfeiture or give cause for dissolution of the 2775
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 112 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
corporation, and nor does not such failure affect the validity 2776
of any corporate action otherwise valid corporate acts, except 2777
as provided in s. 617.1430 in the case of a deadlock among the 2778
directors or the members. 2779
(3)(a) Except as provided in the articles of incorporation 2780
or bylaws, special meetings of the members may be called by 2781
either: 2782
1. By the corporation's board of directors or the person 2783
or persons authorized to do so by the articles of incorporation 2784
or bylaws; or 2785
2. If members holding no less than 10 percent, or such 2786
other amount as specified in the articles of incorporation or 2787
bylaws, of all the votes entitled to be cast on any issue being 2788
considered at the proposed special meeting sign, date, and 2789
deliver to the corporation's secretary one or more written 2790
demands for the meeting describing the purpose or purposes for 2791
which it is to be held. 2792
(b) Unless otherwise provided in the articles of 2793
incorporation or bylaws, a written demand for a special meeting 2794
may be revoked by a writing to that effect received by the 2795
corporation before the receipt by the corporation of demands 2796
sufficient in number to require holding a special meeting 2797
pursuant to subparagraph (a)2. 2798
(c) Only business within the purpose or purposes described 2799
in the meeting notice may be conducted at a special meeting of 2800
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 113 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
members. 2801
(d) Special meetings of members may be held in or out of 2802
this state at a place stated in or fixed in accordance with the 2803
articles of incorporation or the bylaws or, when not 2804
inconsistent with the articles of incorporation or the bylaws, 2805
in the notice of the special meeting. If no place is stated or 2806
fixed in accordance with the articles of incorporation or the 2807
bylaws or in the notice of the special meeting, special meetings 2808
must be held at the corporation's principal office. 2809
(a) The president; 2810
(b) The chair of the board of directors; 2811
(c) The board of directors; 2812
(d) Other officers or persons as are provided for in the 2813
articles of incorporation or the bylaws; 2814
(e) The holders of at least 5 percent of the voting power 2815
of a corporation when one or more written demands for the 2816
meeting, which describe the purpose for which the meeting is to 2817
be held, are signed, dated, and delivered to a corporate 2818
officer; or 2819
(f) A person who signs a demand for a special meeting 2820
pursuant to paragraph (e) if notice for a special meeting is not 2821
given within 30 days after receipt of the demand. The person 2822
signing the demand may set the time and place of the meeting and 2823
give notice under this subsection. 2824
(4) Unless otherwise provided in the articles of 2825
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 114 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
incorporation or bylaws, action required or permitted by this 2826
chapter to be taken at an annual or special meeting of members 2827
may be taken without a meeting, without prior notice, and 2828
without a vote if the action is taken by the members entitled to 2829
vote on such action and having not less than the minimum number 2830
of votes necessary to authorize such action at a meeting at 2831
which all members entitled to vote on such action were present 2832
and voted. 2833
(a) To be effective, the action must be evidenced by one 2834
or more written consents describing the action taken, dated and 2835
signed by approving members having the requisite number of votes 2836
and entitled to vote on such action, and delivered to the 2837
corporation to its principal office in this state, its principal 2838
place of business, the corporate secretary, or another officer 2839
or agent of the corporation having custody of the book in which 2840
proceedings of meetings of members are recorded. The action 2841
taken by written consent is effective when such written consent 2842
is signed by members entitled to cast the required number of 2843
votes on the action and has been delivered to the corporation by 2844
delivery as set forth in this section, but only if Written 2845
consent to take the corporate action referred to in the consent 2846
is not effective unless the consent is signed by members having 2847
the requisite number of votes necessary to authorize the action 2848
within 90 days after the date of the earliest dated consent and 2849
is delivered in the manner required by this section. 2850
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 115 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
(b) Any written consent may be revoked before prior to the 2851
date that the corporation receives the required number of 2852
consents to authorize the proposed action. A revocation is not 2853
effective unless in writing and until received by the 2854
corporation at its principal office in this state or its 2855
principal place of business, or received by the corporate 2856
secretary or other officer or agent of the corporation having 2857
custody of the book in which proceedings of meetings of members 2858
are recorded. 2859
(c) If the articles of incorporation or bylaws require 2860
that notice of proposed corporate action be delivered to members 2861
not entitled to vote on the action and the action is to be taken 2862
by consent of the members entitled to vote, within 30 days after 2863
obtaining authorization by written consent, notice must be given 2864
to those members who are entitled to vote on the action but who 2865
have not consented in writing and to those members who are not 2866
entitled to vote. The notice must fairly summarize the material 2867
features of the authorized action. 2868
(d) A consent signed under this section has the effect of 2869
a meeting vote and may be described as such in any document. 2870
(e) If the action to which the members consent is such as 2871
would have required the filing of articles or a certificate 2872
under any other section of this chapter if such action had been 2873
voted on by members at a meeting, the articles or certificate 2874
filed under such other section must state that written consent 2875
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 116 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
has been given in accordance with this section. 2876
(f) Whenever action is taken pursuant to this section, the 2877
written consent of the members consenting thereto to such action 2878
or the written reports of inspectors appointed to tabulate such 2879
consents must be filed with the minutes of member proceedings. 2880
(5)(a) A member may waive any notice required by this 2881
chapter, the articles of incorporation, or the bylaws before or 2882
after the date and time stated in the notice. The waiver must be 2883
in writing, signed electronically or otherwise by the member 2884
entitled to the notice, and delivered to the corporation for 2885
filing by the corporation with the minutes or corporate records 2886
Notice of a meeting of members need not be given to any member 2887
who signs a waiver of notice, in person or by proxy, either 2888
before or after the meeting. Unless required by the articles of 2889
incorporation or bylaws, neither the affairs to be transacted at 2890
nor the purpose of the meeting need to be specified in the 2891
waiver. 2892
(b) Attendance of a member at a meeting waives objection 2893
to: 2894
1. Lack, either in person or by proxy, constitutes waiver 2895
of notice or defective notice of the meeting, unless the member 2896
promptly objects to holding the meeting or transacting business 2897
at the beginning of the meeting and does not thereafter vote for 2898
or assent to action taken at the meeting; and 2899
2. Consideration of a particular matter at the meeting 2900
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 117 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
which is not within the purposes described in the meeting notice 2901
waiver of any and all objections to the place of the meeting, 2902
the time of the meeting, or the manner in which it has been 2903
called or convened, unless the member objects to considering the 2904
matter when it is presented at the meeting attends a meeting 2905
solely for the purpose of stating, at the beginning of the 2906
meeting, any such objection or objections to the transaction of 2907
affairs. 2908
(6) Subsections (1) and (3) do not apply to any 2909
corporation that is an association as defined in s. 720.301; a 2910
corporation regulated by chapter 718, chapter 719, chapter 720, 2911
chapter 721, or chapter 723; or a corporation where membership 2912
in such corporation is required pursuant to a document recorded 2913
in the county official property records. 2914
Section 33. Section 617.0721, Florida Statutes, is amended 2915
to read: 2916
617.0721 Voting by members.— 2917
(1) Members are not entitled to vote except as conferred 2918
by the articles of incorporation or the bylaws. 2919
(2) A member who is entitled to vote may vote in person 2920
or, unless the articles of incorporation or the bylaws otherwise 2921
provide, may vote by proxy executed in writing by the member or 2922
by his or her duly authorized attorney in fact. 2923
(3)(a) A member or the member's attorney-in-fact may 2924
appoint a proxy to vote or otherwise act for the member by: 2925
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 118 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
1. Signing an appointment form, with his or her signature 2926
affixed, by any reasonable means, including, but not limited to, 2927
facsimile or electronic signature; 2928
2. Transmitting or authorizing the transmission of an 2929
electronic signature to the person who will be appointed as the 2930
proxy or to a proxy solicitation firm, a proxy support service 2931
organization, a registrar, or an agent authorized by the person 2932
who will be designated as the proxy to receive such 2933
transmission; or 2934
3. Using such other means as provided for in the articles 2935
of incorporation or the bylaws. 2936
(b) An appointment form must contain or be accompanied by 2937
information from which it can be determined that the member or 2938
the member's attorney in fact authorized the appointment of the 2939
proxy. 2940
(4) Notwithstanding any provision to the contrary in the 2941
articles of incorporation or bylaws, any copy, facsimile 2942
transmission, or other reliable reproduction of the appointment 2943
form original proxy may be substituted or used in lieu of the 2944
original proxy for any purpose for which the original proxy 2945
could be used if the copy, facsimile transmission, or other 2946
reproduction is a complete reproduction of the appointment form 2947
entire proxy. An appointment of a proxy is effective when a 2948
signed appointment in a record is received by the inspectors of 2949
election, the officer or agent of the corporation authorized to 2950
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 119 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
count votes, or the secretary. An appointment of a proxy is not 2951
valid for after 11 months following the date of its execution 2952
unless a longer period, which may not exceed 3 years, is 2953
expressly otherwise provided in the appointment form proxy. The 2954
death or incapacity of the member appointing a proxy does not 2955
affect the right of the corporation to accept the proxy's 2956
authority unless notice of the death or incapacity is received 2957
by the inspectors of election, the officer or agent authorized 2958
to count votes, or the secretary before the proxy exercises his 2959
or her authority under the appointment. A member may revoke 2960
appointment of a proxy unless the appointment form or electronic 2961
transmission states that it is irrevocable and the appointment 2962
is coupled with an interest. 2963
(a) If directors or officers are to be elected by members, 2964
the bylaws may provide that such elections may be conducted by 2965
mail. 2966
(b) A corporation may reject a vote, ballot, consent, 2967
waiver, demand, or proxy appointment if the person secretary or 2968
other officer or agent authorized to accept or reject such vote, 2969
ballot, consent, waiver, demand, or proxy appointment tabulate 2970
votes, acting in good faith, has a reasonable basis to doubt for 2971
doubting the validity of the signature on it or the signatory's 2972
authority to sign for the member. 2973
(5)(a)(3) If authorized by the board of directors, and 2974
subject to such guidelines and procedures as the board of 2975
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 120 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
directors may adopt, Members of any class, their attorneys-in-2976
fact, and proxies may participate in any and proxy holders who 2977
are not physically present at a meeting of members may, by means 2978
of remote communication to the extent the board of directors 2979
authorizes such participation for such class. Participation by 2980
means of remote communication is subject to the guidelines and 2981
procedures adopted by the board of directors and must be in 2982
conformity with paragraph (b).: 2983
(a) Participate in the meeting. 2984
(b) Members, their attorneys-in-fact, and proxies 2985
participating in a members' meeting by means of remote 2986
communication authorized in paragraph (a) are Be deemed to be 2987
present in person and may vote at the meeting if the corporation 2988
has implemented reasonable measures to: 2989
1. The corporation implements reasonable means to Verify 2990
that each person participating remotely as a member is a member, 2991
a member's attorney-in-fact, or a proxy deemed present and 2992
authorized to vote by means of remote communication is a member 2993
or proxy holder; and 2994
2. The corporation implements reasonable measures to 2995
Provide such members, member's attorneys-in-fact, and proxies or 2996
proxy holders with a reasonable opportunity to participate in 2997
the meeting and to vote on matters submitted to the members, 2998
including an opportunity to communicate and to read or hear the 2999
proceedings of the meeting substantially concurrent with the 3000
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 121 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
proceedings. 3001
(c) If any member, attorney-in-fact for a member, or proxy 3002
holder votes or takes other action at a members' meeting by 3003
means of remote communication, a record of such vote or other 3004
action that member's participation in the meeting must be 3005
maintained by the corporation in accordance with s. 617.1601. 3006
(d) Unless the articles of incorporation, bylaws, or 3007
demands of members in accordance with s. 617.0701(3) require a 3008
meeting of members to be held at a geographic location, the 3009
board of directors may determine that any meeting of members 3010
will not be held at a geographic location, and instead will be 3011
held solely by means of remote communication, but only if the 3012
corporation implements the measures required by paragraph (b). 3013
(6)(4) If any entity corporation, whether for profit or 3014
not for profit, is a member of a corporation organized under 3015
this chapter, the chair of the governing body board, the 3016
president, any vice president, the secretary, or the treasurer 3017
of the member entity corporation, and any such officer or 3018
cashier or trust officer of a banking or trust corporation 3019
holding such membership, and any like officer of a foreign 3020
entity corporation whether for profit or not for profit, holding 3021
such membership in a domestic corporation, is shall be deemed by 3022
the corporation in which membership is held to have the 3023
authority to vote on behalf of the member entity corporation and 3024
to execute proxies and written waivers and consents in relation 3025
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 122 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
thereto, unless, before a vote is taken or a waiver or consent 3026
is acted upon, it appears pursuant to a certified copy of the 3027
bylaws or other governing documents of the entity or a 3028
resolution of the governing documents board of directors or 3029
executive committee of the member entity corporation that such 3030
authority does not exist or is vested in some other officer or 3031
person. In the absence of such certification, a person executing 3032
any such proxies, waivers, or consents or presenting himself or 3033
herself at a meeting as one of such officers of a corporate 3034
member entity is shall be, for the purposes of this section, 3035
conclusively deemed to be duly elected, qualified, and acting as 3036
such officer and to be fully authorized. In the case of 3037
conflicting representation, the corporate member entity shall be 3038
represented by its senior officer, in the order stated in this 3039
subsection. 3040
(7)(5) The articles of incorporation or the bylaws may 3041
provide that, in all elections for directors, every member 3042
entitled to vote has the right to cumulate the member's his or 3043
her votes and to give one candidate a number of votes equal to 3044
the number of votes the member he or she could give if one 3045
director were being elected multiplied by the number of 3046
directors to be elected or to distribute such votes on the same 3047
principles among any number of such candidates. A corporation 3048
may not have cumulative voting unless such voting is expressly 3049
authorized in the articles of incorporation. 3050
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 123 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
(8)(6) If a corporation has no members or its members do 3051
not have the right to vote, the directors shall have the sole 3052
voting power. 3053
(9)(7) Subsections (1), (7) (5), and (8) (6) do not apply 3054
to a corporation that is an association, as defined in s. 3055
720.301, or a corporation regulated by chapter 718 or chapter 3056
719. 3057
Section 34. Section 617.0741, Florida Statutes, is created 3058
to read: 3059
617.0741 Standing.—A director, an officer, or a member may 3060
not commence a proceeding in the right of a domestic or foreign 3061
corporation unless such director, officer, or member holds that 3062
position at the time the action is commenced and: 3063
(1) Was a director, an officer, or a member when the 3064
conduct giving rise to the action occurred; or 3065
(2) The person became a member through transfer or by 3066
operation of law from a person who was a member when the conduct 3067
giving rise to the action occurred. 3068
Section 35. Section 617.0742, Florida Statutes, is created 3069
to read: 3070
617.0742 Complaint; demand and excuse.—A complaint in a 3071
proceeding brought in the right of a corporation must be 3072
verified and allege with particularity: 3073
(1) The demand, if any, made to obtain the action desired 3074
by the director, officer, or member from the board of directors; 3075
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 124 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
and 3076
(2) Either: 3077
(a) If such demand was made, that the demand was refused, 3078
rejected, or ignored by the board of directors before the 3079
expiration of 90 days from the date the demand was made. 3080
(b) If such a demand was made, why irreparable injury to 3081
the corporation or misapplication or waste of corporate assets 3082
causing material injury to the corporation would result by 3083
waiting for the expiration of a 90-day period from the date the 3084
demand was made; or 3085
(c) The reason or reasons the director, officer, or member 3086
did not make the effort to obtain the desired action from the 3087
board of directors or comparable authority. 3088
Section 36. Section 617.0743, Florida Statutes, is created 3089
to read: 3090
617.0743 Stay of proceedings.—If the corporation commences 3091
an inquiry into the allegations made in the demand or complaint, 3092
the court may stay any derivative proceeding for such period as 3093
the court deems appropriate. 3094
Section 37. Section 617.0744, Florida Statutes, is created 3095
to read: 3096
617.0744 Dismissal.— 3097
(1) A derivative proceeding may be dismissed, in whole or 3098
in part, by the court upon motion by the corporation if a group 3099
specified in subsection (2) or subsection (3) has determined in 3100
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 125 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
good faith, after conducting a reasonable inquiry upon which its 3101
conclusions are based, that the maintenance of the derivative 3102
proceeding is not in the best interests of the corporation. In 3103
all such cases, the corporation has the burden of proof 3104
regarding the qualifications, good faith, and reasonable inquiry 3105
of the group making the determination. 3106
(2) Unless a panel is appointed pursuant to subsection 3107
(3), the determination required in subsection (1) must be made 3108
by: 3109
(a) A majority of qualified directors present at a meeting 3110
of the board of directors if the qualified directors constitute 3111
a quorum; or 3112
(b) A majority vote of a committee consisting of two or 3113
more qualified directors appointed by majority vote of qualified 3114
directors present at a meeting of the board of directors, 3115
regardless of whether such qualified directors constitute a 3116
quorum. 3117
(3) Upon motion by the corporation, the court may appoint 3118
a panel consisting of one or more disinterested and independent 3119
individuals to make a determination required in subsection (1). 3120
(4) This section does not prevent the court from: 3121
(a) Enforcing a person's rights under the corporation's 3122
articles of incorporation or bylaws or this chapter, including 3123
the person's rights to information under s. 617.1602; or 3124
(b) Exercising its equitable or other powers, including 3125
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 126 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
granting extraordinary relief in the form of a temporary 3126
restraining order or preliminary injunction. 3127
Section 38. Section 617.0745, Florida Statutes, is created 3128
to read: 3129
617.0745 Discontinuance or settlement; notice.— 3130
(1) A derivative action on behalf of a corporation may not 3131
be discontinued or settled without the court's approval. 3132
(2) If the court determines that a proposed discontinuance 3133
or settlement will substantially affect the interest of any of 3134
the corporation's members, the court must direct that notice be 3135
given to the members affected. The court may determine which 3136
party or parties to the derivative action bears the expense of 3137
giving the notice. 3138
Section 39. Section 617.0746, Florida Statutes, is created 3139
to read: 3140
617.0746 Proceeds and expenses.—On termination of the 3141
derivative proceeding, the court may: 3142
(1) Order the corporation to pay from the amount recovered 3143
in the derivative proceeding by the corporation the plaintiff's 3144
reasonable expenses, including reasonable attorney fees and 3145
costs, incurred in the derivative proceeding if it finds that, 3146
in the derivative proceeding, the plaintiff was successful in 3147
whole or in part; or 3148
(2) Order the plaintiff to pay any of the defendant's 3149
reasonable expenses, including reasonable attorney fees and 3150
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 127 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
costs, incurred in defending the derivative proceeding if it 3151
finds that the derivative proceeding was commenced or maintained 3152
without reasonable cause or for an improper purpose. 3153
Section 40. Section 617.0747, Florida Statutes, is created 3154
to read: 3155
617.0747 Applicability to foreign corporations.—In any 3156
derivative proceeding in the right of a foreign corporation 3157
brought in the courts of this state, the matters covered by ss. 3158
617.0741-617.0747 are governed by the laws of the jurisdiction 3159
of incorporation of the foreign corporation, except for ss. 3160
617.0743, 617.0745, and 617.0746. 3161
Section 41. Section 617.0803, Florida Statutes, is amended 3162
to read: 3163
617.0803 Number of directors.— 3164
(1) A board of directors must consist of one three or more 3165
individuals, as may be with the number specified in or fixed in 3166
accordance with the articles of incorporation or the bylaws, as 3167
may be amended, except that a corporation that is exempt from 3168
federal income taxation under s. 501(c)(3) of the Internal 3169
Revenue Code of 1986, as amended, must have a board of directors 3170
that consists of three or more individuals. 3171
(2) The number of directors may be increased or decreased 3172
from time to time by amendment to, or in the manner provided in, 3173
the articles of incorporation or the bylaws, but the corporation 3174
must never have fewer than three directors. 3175
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 128 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
(3) Directors shall be elected or appointed in the manner 3176
and for the terms provided in the articles of incorporation or 3177
the bylaws. 3178
Section 42. Section 617.0804, Florida Statutes, is created 3179
to read: 3180
617.0804 Selection of directors.— 3181
(1) The directors of a membership corporation, except for 3182
any initial directors named in the articles of incorporation or 3183
elected by the incorporators, shall be elected by the members 3184
entitled to vote at the time at the first annual meeting of 3185
members, and at each annual meeting thereafter. Notwithstanding 3186
this subsection, the articles of incorporation or bylaws may 3187
provide some other time or method of election, or provide that 3188
some or all of the directors are appointed by some other person 3189
or designated in some other manner. 3190
(2) The directors of a nonmembership corporation, except 3191
for any initial directors named in the articles of incorporation 3192
or elected by the incorporators, shall be elected, appointed, or 3193
designated as provided in the articles of incorporation or 3194
bylaws. If no method of election, appointment, or designation is 3195
set forth in the articles of incorporation or bylaws, such 3196
directors are elected by the board of directors. 3197
(3) If the articles of incorporation or bylaws divide, or 3198
authorize dividing, the members into classes, the articles of 3199
incorporation or bylaws may also authorize the election of all 3200
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 129 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
or a specified number of directors by the holders of one or more 3201
authorized classes of members. A class or multiple classes of 3202
members entitled to elect one or more directors is a separate 3203
voting group for purposes of the election of directors. 3204
Section 43. Section 617.0805, Florida Statutes, is created 3205
to read: 3206
617.0805 Terms of directors, generally.— 3207
(1) The articles of incorporation or bylaws may specify 3208
the terms of directors. If a term is not specified in the 3209
articles of incorporation or bylaws, the term of a director is 1 3210
year. 3211
(2) A decrease in the number of directors or term of 3212
office does not shorten an incumbent director's term. 3213
(3) Except as provided in the articles of incorporation or 3214
bylaws, the term of a director elected to fill a vacancy expires 3215
at the end of the term that the director is filling. 3216
(4) Notwithstanding the expiration of a director's term, 3217
the director continues to serve until the director's successor 3218
is elected, appointed, or designated and until the director's 3219
successor takes office unless otherwise provided in the articles 3220
of incorporation or bylaws or there is a decrease in the number 3221
of directors. 3222
Section 44. Present subsection (3) of section 617.0808, 3223
Florida Statutes, is redesignated as subsection (2) of that 3224
section, and subsection (1) and present subsection (2) of that 3225
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 130 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
section are amended, to read: 3226
617.0808 Removal of directors.— 3227
(1) Subject to subsection (2), A director may be removed 3228
from office pursuant to procedures provided in the articles of 3229
incorporation or the bylaws. Unless the articles of 3230
incorporation or bylaws provide otherwise, a director may be 3231
removed as follows , which shall provide the following, and if 3232
they do not do so, shall be deemed to include the following: 3233
(a) Any member of the board of directors may be removed 3234
from office with or without cause by: 3235
1. Except as provided in paragraph (i), a majority of all 3236
votes of the directors, if the director was elected or appointed 3237
by the directors; or 3238
2. A majority of all votes of the members, if the director 3239
was elected or appointed by the members. 3240
(b) If a director is elected by a class, chapter, or other 3241
organizational unit, or by region or other geographic grouping, 3242
the director may be removed only by the members of that class, 3243
chapter, unit, or grouping. However: 3244
1. A director may be removed only if the number of votes 3245
cast to remove the director would be sufficient to elect the 3246
director at a meeting to elect directors, except as provided in 3247
subparagraphs 2. and 3. 3248
2. If cumulative voting is authorized, a director may not 3249
be removed if the number of votes sufficient to elect the 3250
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 131 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
director under cumulative voting is voted against the removal of 3251
the director. 3252
3. If at the beginning of the term of a director the 3253
articles of incorporation or bylaws provide that the director 3254
may be removed for missing a specified number of board meetings, 3255
the board may remove the director for failing to attend the 3256
specified number of meetings. The director may be removed only 3257
if a majority of the directors then in office vote for the 3258
removal. 3259
(c) The notice of a meeting to recall a member or members 3260
of the board of directors must shall state the specific 3261
directors sought to be removed. 3262
(d) A proposed removal of a director at a meeting requires 3263
shall require a separate vote for each director whose removal is 3264
sought. Where removal is sought by written consent, a separate 3265
consent is required for each director to be removed. 3266
(e) If removal is effected at a meeting, any vacancies 3267
created shall be filled by the members or directors eligible to 3268
vote for the removal. 3269
(f) Any director who is removed from the board is not 3270
eligible to stand for reelection until the next annual meeting 3271
at which directors are elected. 3272
(g) Any director removed from office must shall turn over 3273
to the board of directors within 72 hours any and all records of 3274
the corporation in such director's his or her possession. 3275
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 132 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
(h) If a director who is removed does not relinquish such 3276
director's his or her office or turn over records as required 3277
under this section, the circuit court in the county where the 3278
corporation's principal office is located may summarily order 3279
the director to relinquish such director's his or her office and 3280
turn over corporate records upon application of any member. 3281
(i) A director elected or appointed by the board may be 3282
removed without cause by a vote of two-thirds of the directors 3283
then in office or such greater number as is set forth in the 3284
articles of incorporation or bylaws. 3285
(2) A director of a corporation described in s. 501(c) of 3286
the Internal Revenue Code may be removed from office pursuant to 3287
procedures provided in the articles of incorporation or the 3288
bylaws, and the corporation may provide in the articles of 3289
incorporation or the bylaws that it is subject to the provisions 3290
of subsection (1). 3291
Section 45. Present subsection (4) of section 617.0809, 3292
Florida Statutes, is redesignated as subsection (3) of that 3293
section, and subsections (1) and (2) and present subsection (3) 3294
of that section are amended, to read: 3295
617.0809 Board vacancy.— 3296
(1) Except as otherwise provided in subsection (2) s. 3297
617.0808(1)(f), the articles of incorporation, or the bylaws, if 3298
a any vacancy occurs occurring on the board of directors, 3299
including a vacancy resulting from an increase in the number of 3300
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 133 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
directors, the vacancy may be filled by a the affirmative vote 3301
of the majority of the remaining directors in office, even if 3302
though the remaining directors constitute less than a quorum, or 3303
by the sole remaining director or, if the vacancy is not so 3304
filled or if no director remains, by the members or, on the 3305
application of any person, by the circuit court of the county 3306
where the registered office of the corporation is located. 3307
(2) Except as otherwise provided in the articles of 3308
incorporation or bylaws, Whenever a vacancy in the position of a 3309
director who is: occurs with respect to a director 3310
(a) Elected by a voting group of members, a class, chapter 3311
or other organizational, unit of members, or a region or other 3312
geographic grouping of members group, the vacancy may be filled 3313
during the first 3 months after the vacancy occurs only by 3314
members of that voting class, chapter, unit, or group, chapter, 3315
unit, region, or grouping, or by a majority of the directors 3316
then in office elected by such voting group, chapter, unit, 3317
region, or grouping class, chapter, unit, or group. If the 3318
vacancy has not been filled within the 3-month period, the 3319
vacancy may be filled by vote of a majority of the directors 3320
remaining in office in accordance with subsection (1); 3321
(b) Appointed by persons, other than the members, may be 3322
filled only by those persons; or 3323
(c) Designated in the articles of incorporation or bylaws 3324
may not be filled by action of the board of directors. 3325
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 134 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
(3) The term of a director elected or appointed to fill a 3326
vacancy expires at the next annual meeting at which directors 3327
are elected. Any directorship to be filled by reason of an 3328
increase in the number of directors may be filled by the board 3329
of directors, but only for a term of office continuing until the 3330
next election of directors by the members or, if the corporation 3331
has no members or no members having the right to vote thereon, 3332
for such term of office as is provided in the articles of 3333
incorporation or the bylaws. 3334
Section 46. Section 617.08091, Florida Statutes, is 3335
created to read: 3336
617.08091 Removal of directors by judicial proceedings.— 3337
(1) The court of the county where the principal office of 3338
a corporation, or if one is not in this state, its registered 3339
office, is located may remove a director from office in a 3340
proceeding commenced by or in the right of the corporation if 3341
the court finds that: 3342
(a) The director engaged in fraudulent conduct with 3343
respect to the corporation or its members, grossly abused the 3344
position of director, or intentionally inflicted harm on the 3345
corporation; and 3346
(b) Considering the director's course of conduct and the 3347
inadequacy of other available remedies, removal is in the best 3348
interest of the corporation. 3349
(2) Only a member, an officer, or a director may bring an 3350
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 135 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
action under this section, and such action must comply with the 3351
requirements of ss. 617.0742-617.0747. An action by a member may 3352
not be brought unless the complaint is filed by a member having, 3353
or is formally joined by members collectively having, no less 3354
than 10 percent of the corporation's voting power. 3355
(3) In addition to removing the director, the court may 3356
bar the director from being reelected, redesignated, or 3357
reappointed for a period prescribed by the court. 3358
(4) This section does not limit the equitable powers of 3359
the court to order other relief. 3360
Section 47. Section 617.0820, Florida Statutes, is amended 3361
to read: 3362
617.0820 Board meetings.— 3363
(1) The board of directors may hold regular or special 3364
meetings in or out of this state. 3365
(2) A majority of the directors present, whether or not a 3366
quorum exists, may adjourn any meeting of the board of directors 3367
to another time and place. Unless the bylaws otherwise provide, 3368
notice of any such adjourned meeting shall be given to the 3369
directors who were not present at the time of the adjournment 3370
and, unless the time and place of the adjourned meeting are 3371
announced at the time of the adjournment, to the other 3372
directors. 3373
(3) Unless the articles of incorporation or the bylaws 3374
provide otherwise, meetings of the board of directors may be 3375
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 136 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
called and notice of the meeting delivered by the chair of the 3376
board, the president or a similarly situated officer, or 20 3377
percent of the directors then in office or by the president 3378
unless otherwise provided in the articles of incorporation or 3379
the bylaws. 3380
(4) Unless the articles of incorporation or the bylaws 3381
provide otherwise, the board of directors may permit any or all 3382
directors to participate in a regular or special meeting by, or 3383
conduct the meeting through the use of, any means of 3384
communication by which all directors participating may 3385
simultaneously hear each other during the meeting. A director 3386
participating in a meeting by this means is deemed to be present 3387
in person at the meeting. 3388
(5) Unless the articles of incorporation or the bylaws 3389
provide for a longer or shorter period, regular meetings of the 3390
board of directors may be held without notice of the date, time, 3391
place, or purpose of the meeting. 3392
(6) Unless the articles of incorporation or the bylaws 3393
provide otherwise, a special meeting of the board of directors 3394
must be preceded by at least 2 days' notice of the date, time, 3395
and place of the meeting. The notice need not describe the 3396
purpose of the special meeting unless required by the articles 3397
of incorporation or the bylaws. 3398
Section 48. Subsections (1) and (2) of section 617.0821, 3399
Florida Statutes, are amended to read: 3400
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 137 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
617.0821 Action by directors without a meeting.— 3401
(1) Unless the articles of incorporation or the bylaws 3402
provide otherwise, action required or permitted by this chapter 3403
act to be taken at a board of directors' meeting or committee 3404
meeting may be taken without a meeting if the action is taken by 3405
all members of the board or of the committee. The action must be 3406
evidenced by one or more written consents describing the action 3407
taken and signed by each director or committee member and 3408
delivered to the corporation. 3409
(2) Action taken under this section is effective when the 3410
last director signs the consent and delivers the consent to the 3411
corporation, unless the consent specifies a different effective 3412
date. A director's consent may be withdrawn by a revocation 3413
signed by the director and delivered to the corporation before 3414
delivery to the corporation of unrevoked written consents signed 3415
by all the directors. 3416
Section 49. Section 617.0823, Florida Statutes, is amended 3417
to read: 3418
617.0823 Waiver of notice.—Notice of a meeting of the 3419
board of directors need not be given to any director who signs a 3420
waiver of notice either before or after the meeting. Attendance 3421
of a director at a meeting constitutes shall constitute a waiver 3422
of notice of such meeting and a waiver of any objection and all 3423
objections to the date of the meeting, the place of the meeting, 3424
the time of the meeting, or the manner in which it has been 3425
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 138 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
called or convened, except when a director states, at the 3426
beginning of the meeting or promptly upon arrival at the 3427
meeting, any objection to holding the meeting or the transaction 3428
of affairs because the meeting is not lawfully called or 3429
convened and, after such objection, the director does not vote 3430
for or consent to action taken at the meeting. 3431
Section 50. Section 617.0830, Florida Statutes, is amended 3432
to read: 3433
(Substantial rewording of section. See s. 617.0830, 3434
F.S., for present text.) 3435
617.0830 General standards for directors.— 3436
(1) Each member of the board of directors, when 3437
discharging duties of a director, including in discharging 3438
duties as a member of a board committee, shall act: 3439
(a) In good faith; and 3440
(b) In a manner such director reasonably believes is in 3441
the best interests of the corporation. 3442
(2) The members of the board of directors or a board 3443
committee, when becoming informed in connection with a 3444
decisionmaking function or devoting attention to an oversight 3445
function, shall discharge their duties with the care that an 3446
ordinary prudent person in a like position would reasonably 3447
believe appropriate under similar circumstances. 3448
(3) In discharging board or board committee duties, a 3449
director who does not have knowledge that makes reliance 3450
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 139 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
unwarranted is entitled to rely on the performance by any of the 3451
persons specified in paragraph (5)(a) or paragraph (5)(b) to 3452
whom the board may have delegated, formally or informally by 3453
course of conduct, the authority or duty to perform one or more 3454
of the board's functions that are delegable under applicable 3455
law. 3456
(4) In discharging board or board committee duties, a 3457
director who does not have knowledge that makes reliance 3458
unwarranted is entitled to rely on any information, opinions, 3459
reports, or statements, including financial statements and other 3460
financial data, prepared or presented by any of the persons 3461
specified in subsection (5). 3462
(5) A director is entitled to rely, in accordance with 3463
subsection (3) or subsection (4), on: 3464
(a) One or more officers or employees of the corporation 3465
whom the director reasonably believes to be reliable and 3466
competent in the functions performed or the information, 3467
opinions, reports, or statements provided; 3468
(b) Legal counsel, public accountants, or other persons 3469
retained by the corporation or by a committee of the board of 3470
the corporation as to matters involving skills or expertise the 3471
director reasonably believes are matters: 3472
1. Within the particular person's professional or expert 3473
competence; or 3474
2. As to which the particular person merits confidence; or 3475
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 140 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
(c) A committee of the board of directors of which the 3476
director is not a member if the director reasonably believes the 3477
committee merits confidence. 3478
(d) In the case of a corporation engaged in religious 3479
activity, religious authorities and ministers, priests, rabbis, 3480
imams, or other persons whose positions or duties the director 3481
reasonably believes justify reliance and confidence and whom the 3482
director believes to be reliable and competent in the matters 3483
presented. 3484
(6) A director is not a trustee with respect to the 3485
corporation or with respect to any property held or administered 3486
by the corporation in trust, including property that may be 3487
subject to restrictions imposed by the donor or transferor of 3488
the property. 3489
Section 51. Section 617.0832, Florida Statutes, is amended 3490
to read: 3491
(Substantial rewording of section. 3492
See s. 617.0832, F.S., for present text.) 3493
617.0832 General standards for directors.— 3494
(1) As used in this section, the following terms and 3495
definitions apply: 3496
(a) "Director's conflict of interest transaction" means a 3497
transaction between a corporation and one or more of its 3498
directors, or another entity in which one or more of the 3499
corporation's directors are directly or indirectly a party to 3500
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 141 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
the transaction, other than being an indirect party as a result 3501
of being a member of the corporation, and have a direct or 3502
indirect material financial interest or other material interest. 3503
(b) "Fair to the corporation" means that the transaction, 3504
as a whole, is beneficial to the corporation and its members, 3505
taking into appropriate account whether it is: 3506
1. Fair in terms of the director's dealings with the 3507
corporation in connection with that transaction; and 3508
2. Comparable to what might have been obtainable in an 3509
arm's length transaction. 3510
(c) "Family member" includes any of the following: 3511
1. The director's spouse. 3512
2. A child, stepchild, parent, stepparent, grandparent, 3513
sibling, step sibling, or half sibling of the director or the 3514
director's spouse. 3515
(d) A director has an "indirect material financial 3516
interest" if a director's family member has a material financial 3517
interest in the transaction, other than having an indirect 3518
interest as a member of the corporation, or if the transaction 3519
is with an entity, other than the corporation, which has a 3520
material financial interest in the transaction and controls, or 3521
is controlled by, the director or another person specified in 3522
this section. 3523
(e) A director is "indirectly" a party to a transaction if 3524
the director has a material financial interest in or is a 3525
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 142 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
director, officer, member, manager, or partner of a person, 3526
other than the corporation, who is a party to the transaction.3527
(f) "Material financial interest" or "other material 3528
interest" means a financial or other interest in the transaction 3529
that would reasonably be expected to impair the objectivity of a 3530
director's judgment when participating in the action on the 3531
authorization of the transaction. 3532
(2) If a director's conflict of interest transaction is 3533
fair to the corporation at the time it is authorized, approved, 3534
effectuated, or ratified: 3535
(a) Such transaction is not void or voidable; and 3536
(b) The fact that the transaction is a director's conflict 3537
of interest transaction is not grounds for any equitable relief, 3538
an award of damages, or other sanctions, because of that 3539
relationship or interest, because such director or directors are 3540
present at the meeting of the board of directors or a committee 3541
thereof which authorizes, approves, or ratifies such 3542
transaction, or because such directors or their votes are 3543
counted for such purpose. 3544
(3)(a) In a proceeding challenging the validity of a 3545
director's conflict of interest transaction or in a proceeding 3546
seeking equitable relief, award of damages, or other sanctions 3547
with respect to a director's conflict of interest transaction, 3548
the person challenging the validity or seeking equitable relief, 3549
award of damages, or other sanctions has the burden of proving 3550
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 143 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
the lack of fairness of the transaction if: 3551
1. The material facts of the transaction and the 3552
director's interest in the transaction were disclosed or known 3553
to the board of directors or committee that authorizes, 3554
approves, or ratifies the transaction and the transaction was 3555
authorized, approved, or ratified by a vote of a majority of the 3556
qualified directors, even if the qualified directors constitute 3557
less than a quorum of the board or the committee; however, the 3558
transaction may not be authorized, approved, or ratified under 3559
this subsection solely by a single director; or 3560
2. The material facts of the transaction and the 3561
director's interest in the transaction were disclosed or known 3562
to the members who voted upon such transaction and the 3563
transaction was authorized, approved, or ratified by a majority 3564
of the votes cast by disinterested members or by the written 3565
consent of disinterested members representing a majority of the 3566
votes that could be cast by all disinterested members. A 3567
membership interest owned by or voted under the control of a 3568
director who has a relationship or interest in the director's 3569
conflict of interest transaction may not be considered a 3570
membership interest owned by a disinterested member and may not 3571
be counted in a vote of members to determine whether to 3572
authorize, approve, or ratify a director's conflict of interest 3573
transaction under this subsection. The vote of those membership 3574
interests, however, is counted in determining whether the 3575
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 144 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
transaction is approved under other sections of this chapter. A 3576
majority of the membership interests, whether or not present, 3577
that are entitled to be counted in a vote on the transaction 3578
under this subsection constitutes a quorum for the purpose of 3579
taking action under this section. 3580
(b) If neither of the conditions provided in paragraph (a) 3581
has been satisfied, the person defending or asserting the 3582
validity of a director's conflict of interest transaction has 3583
the burden of proving its fairness in a proceeding challenging 3584
the validity of the transaction. 3585
(4) The presence of or a vote cast by a director with an 3586
interest in the transaction does not affect the validity of an 3587
action taken under paragraph (3)(a) if the transaction is 3588
otherwise authorized, approved, or ratified as provided in 3589
subsection (3), but the presence or vote of the director may be 3590
counted for purposes of determining whether the transaction is 3591
approved under this chapter. 3592
(5) In addition to other grounds for challenge, a party 3593
challenging the validity of the transaction is not precluded 3594
from asserting and proving that a particular director or member 3595
was not disinterested on grounds of financial or other interest 3596
for purposes of the vote on, consent to, or approval of the 3597
transaction. 3598
(6) If directors' action under this section does not 3599
otherwise satisfy a quorum or voting requirement applicable to 3600
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 145 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
the authorization of the transaction by directors as required by 3601
the articles of incorporation, the bylaws, this chapter, or any 3602
other law, an action to satisfy those authorization 3603
requirements, whether as part of the same action or by way of 3604
another action, must be taken by the board of directors or a 3605
committee in order to authorize the transaction. In such action, 3606
the vote or consent of directors who are not disinterested may 3607
be counted. 3608
(7) If members' action under this section does not satisfy 3609
a quorum or voting requirement applicable to the authorization 3610
of the transaction by members as required by the articles of 3611
incorporation, the bylaws, this chapter, or any other law, an 3612
action to satisfy those authorization requirements, whether as 3613
part of the same action or by way of another action, must be 3614
taken by the members in order to authorize the transaction. In 3615
such action, the vote or consent of members who are not 3616
disinterested members may be counted. 3617
Section 52. Section 617.0834, Florida Statutes, is 3618
reordered and amended to read: 3619
617.0834 Liability of directors and officers and directors 3620
of certain corporations and associations not for profit; 3621
immunity from civil liability.— 3622
(1) A director or an officer or director of a nonprofit 3623
organization recognized under s. 501(c)(3) or s. 501(c)(4) or s. 3624
501(c)(6) of the Internal Revenue Code of 1986, as amended, or 3625
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 146 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
of an agricultural or a horticultural organization recognized 3626
under s. 501(c)(5), of the Internal Revenue Code of 1986, as 3627
amended, is not personally liable for monetary damages to the 3628
corporation or any person for any statement, vote, decision to 3629
take or not, or failure to take an action, or any failure to 3630
take any action, as a director or an officer regarding 3631
organizational management or policy by an officer or director, 3632
unless: 3633
(a) The director or officer or director breached or failed 3634
to perform the director's or officer's his or her duties as a 3635
director or an officer or director; and 3636
(b) The director's or officer's or director's breach of, 3637
or failure to perform, the director's or officer's his or her 3638
duties constitutes any of the following: 3639
1. A violation of the criminal law, unless the officer or 3640
director or officer had reasonable cause to believe the 3641
director's or officer's his or her conduct was lawful or had no 3642
reasonable cause to believe the director's or officer's his or 3643
her conduct was unlawful. A judgment or other final adjudication 3644
against a director or an officer or director in any criminal 3645
proceeding for violation of the criminal law estops that 3646
director or officer or director from contesting the fact that 3647
the director's or officer's his or her breach, or failure to 3648
perform, constitutes a violation of the criminal law, but does 3649
not estop the director or officer or director from establishing 3650
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 147 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
that the director or officer he or she had reasonable cause to 3651
believe that the director's or officer's his or her conduct was 3652
lawful or had no reasonable cause to believe that the director's 3653
or officer's his or her conduct was unlawful; 3654
2. A transaction from which the director or officer or 3655
director derived an improper personal benefit, directly or 3656
indirectly; or 3657
3. In a proceeding by or in the right of the corporation 3658
to procure a judgment in its favor or by or in the right of a 3659
member, conscious disregard for the best interest of the 3660
corporation, or willful or intentional misconduct; or 3661
4. In a proceeding by or in the right of someone other 3662
than the corporation or a member, recklessness or an act or 3663
omission that was committed in bad faith or with malicious 3664
purpose or in a manner exhibiting wanton and willful disregard 3665
of human rights, safety, or property. 3666
(2) A director or an officer is deemed not to have derived 3667
an improper personal benefit from any transaction if the 3668
transaction and the nature of any personal benefit derived by 3669
the director or officer are not prohibited by state or federal 3670
law or regulation and, without further limitation, the 3671
transaction is fair to the corporation at the time it is 3672
authorized, approved, or ratified as determined in accordance 3673
with s. 617.0832. 3674
(3) The circumstances set forth in subsection (2) are not 3675
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 148 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
exclusive and do not preclude the existence of other 3676
circumstances under which a director or officer will be deemed 3677
not to have derived an improper benefit. 3678
(4) For the purposes of this section, the term: 3679
(c)(a) "Recklessness" means the acting, or omission to 3680
act, in conscious disregard of a risk: 3681
1. Known, or so obvious that it should have been known, to 3682
the director or officer or director; and 3683
2. Known to the director or officer or director, or so 3684
obvious that it should have been known, to be so great as to 3685
make it highly probable that harm would follow from such action 3686
or omission. 3687
(a)(b) "Director" means a person who serves as a director, 3688
trustee, or member of the governing board of an organization. 3689
(b)(c) "Officer" means a person who serves as an officer 3690
without compensation except reimbursement for actual expenses 3691
incurred or to be incurred. 3692
Section 53. Subsection (4) of section 617.0835, Florida 3693
Statutes, is amended to read: 3694
617.0835 Prohibited activities by private foundations.— 3695
(4) The provisions of Subsections (2) and (3) do not apply 3696
to any corporation that was incorporated before January 1, 1970, 3697
and that has been properly relieved from the requirements of 26 3698
U.S.C. s. 508(e)(1) by a timely judicial proceeding to the 3699
extent that a court of competent jurisdiction determines that 3700
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 149 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
such application would be contrary to the terms of the articles 3701
of incorporation or organization or other instrument governing 3702
such corporation or governing the administration of charitable 3703
funds held by it and that the same may not properly be changed 3704
to conform to such subsections. 3705
Section 54. Section 617.0844, Florida Statutes, is created 3706
to read: 3707
617.0844 Standards of conduct for officers.— 3708
(1) An officer, when discharging his or her duties, shall 3709
act: 3710
(a) In good faith; and 3711
(b) In a manner such officer reasonably believes to be in 3712
the best interests of the corporation. 3713
(2) An officer, when becoming informed in connection with 3714
a decisionmaking function or devoting attention to an oversight 3715
function, shall discharge his or her duties with the care that 3716
an ordinary prudent person in a like position would reasonably 3717
believe appropriate under similar circumstances. 3718
(3) In discharging his or her duties, an officer who does 3719
not have knowledge that makes reliance unwarranted is entitled 3720
to rely on the performance by any of the persons specified in 3721
paragraph (5)(a) or paragraph (5)(b) to whom the board may have 3722
delegated, formally or informally by course of conduct, the 3723
authority or duty to perform one or more of the board's 3724
functions that are delegable under applicable law. 3725
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 150 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
(4) In discharging his or her duties, an officer who does 3726
not have knowledge that makes reliance unwarranted is entitled 3727
to rely on any information, opinions, reports, or statements, 3728
including financial statements and other financial data, 3729
prepared or presented by any of the persons specified in 3730
subsection (5). 3731
(5) An officer is entitled to rely, in accordance with 3732
subsection (3) or subsection (4), on: 3733
(a) One or more officers or employees of the corporation 3734
whom the officer reasonably believes to be reliable and 3735
competent in the functions performed or the information, 3736
opinions, reports, or statements provided; 3737
(b) Legal counsel, public accountants, or other persons 3738
retained by the corporation or by a committee of the board of 3739
the corporation as to matters involving skills or expertise the 3740
officer reasonably believes are matters: 3741
1. Within the particular person's professional or expert 3742
competence; or 3743
2. As to which the particular person merits confidence; or 3744
(c) A committee of the board of directors of which the 3745
officer is not a member if the officer reasonably believes the 3746
committee merits confidence. 3747
(d) In the case of a corporation engaged in religious 3748
activity, religious authorities and ministers, priests, rabbis, 3749
imams, or other persons whose positions or duties the officer 3750
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 151 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
reasonably believes justify reliance and confidence and whom the 3751
officer believes to be reliable and competent in the matters 3752
presented. 3753
(6) The duty of an officer includes the obligation to: 3754
(a) Inform the superior officer to whom, or the board of 3755
directors or the committee to which, the officer reports of 3756
information about the affairs of the corporation known to the 3757
officer, within the scope of the officer's functions, and known 3758
or as should be known to the officer to be material to such 3759
superior officer, board, or committee; and 3760
(b) Inform such officer's superior officer, or another 3761
appropriate person within the corporation, or the board of 3762
directors, or a committee thereof, of any actual or probable 3763
material violation of law involving the corporation or material 3764
breach of duty to the corporation by an officer, employee, or 3765
agent of the corporation the officer believes has occurred or is 3766
likely to occur. 3767
(7) An officer is not a trustee with respect to the 3768
corporation or to any property held or administered by the 3769
corporation in trust, including property that may be subject to 3770
restrictions imposed by the donor. 3771
Section 55. Subsection (1) of section 617.1001, Florida 3772
Statutes, is amended to read: 3773
617.1001 Authority to amend the articles of 3774
incorporation.— 3775
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 152 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
(1) A corporation may amend its articles of incorporation 3776
at any time to add or change a provision that is required or 3777
permitted in the articles of incorporation or to delete a 3778
provision not required to be contained in the articles of 3779
incorporation. Whether a provision is required or permitted in 3780
the articles of incorporation is determined as of the effective 3781
date of the amendment as provided in this act. 3782
Section 56. Present paragraph (b) of subsection (1) and 3783
present subsections (2) and (3) of section 617.1002, Florida 3784
Statutes, are redesignated as subsections (2), (4), and (5), 3785
respectively, a new subsection (3) is added to that section, and 3786
present subsection (1) of that section is amended, to read: 3787
617.1002 Procedure for amending articles of 3788
incorporation.— 3789
(1) Unless the articles of incorporation provide otherwise 3790
an alternative procedure, amendments to the articles of 3791
incorporation shall must be adopted made in the following 3792
manner: 3793
(a) If there are members entitled to vote on a proposed 3794
amendment to the articles of incorporation, the proposed 3795
amendment shall first be adopted by the board of directors. must 3796
adopt a resolution setting forth the proposed amendment and 3797
directing that it be submitted to a vote at a meeting of members 3798
entitled to vote on the proposed amendment, which may be either 3799
an annual or a special meeting. Written notice setting forth the 3800
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 153 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
proposed amendment or a summary of the changes to be effected by 3801
the amendment must be given to each member entitled to vote at 3802
such meeting in accordance with the articles of incorporation or 3803
the bylaws. The proposed amendment shall be adopted upon 3804
receiving at least a majority, or any larger or smaller 3805
percentage specified in the articles of incorporation or the 3806
bylaws, of the votes which members present at such meeting or 3807
represented by proxy are entitled to cast; or 3808
(b) Except as provided in subsection (3) or, with respect 3809
to restatements that do not require member approval, or s. 3810
617.1007, the members shall approve the amendment. 3811
(c) In submitting the proposed amendment to the members 3812
for approval, the board of directors shall recommend that the 3813
members approve the amendment unless the board of directors 3814
determines that, because of a conflict of interest or other 3815
special circumstances, it should not make such a recommendation, 3816
in which case the board must inform the members of the basis for 3817
proceeding without such recommendation. 3818
(d) The board of directors may set conditions for the 3819
approval of the amendment by the members or the effectiveness of 3820
the amendment. 3821
(e) If the amendment is required to be approved by the 3822
members, and the approval is to be given at a meeting, the 3823
corporation must notify each member entitled to vote on the 3824
amendment of the meeting of members at which the amendment is to 3825
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 154 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
be submitted for approval. The notice must state that the 3826
purpose, or one of the purposes, of the meeting is to consider 3827
the amendment, and must contain or be accompanied by a copy of 3828
the amendment. 3829
(f) Unless this chapter, the articles of incorporation, or 3830
the board of directors, acting pursuant to paragraph (d), 3831
requires a greater vote or a greater quorum, the approval of the 3832
amendment requires the approval of the members at a meeting at 3833
which the current required quorum exists. 3834
(2)(b) If there are no members or if members are not 3835
entitled to vote on proposed amendments to the articles of 3836
incorporation, unless the articles of incorporation provide 3837
otherwise, an amendment may be adopted at a meeting of the board 3838
of directors by a majority vote of the directors then in office, 3839
or by the incorporators if no board has been elected. Unless the 3840
articles of incorporation provide otherwise, an amendment 3841
adopted by the board of directors under this subsection must 3842
also be approved, if the amendment changes or deletes a 3843
provision regarding the appointment of a director by persons 3844
other than the board, by those persons as if they constituted a 3845
voting group. 3846
(3) Unless the articles of incorporation provide 3847
otherwise, the board of directors of a corporation with members 3848
entitled to vote on proposed amendments may adopt amendments to 3849
the corporation's articles of incorporation without approval of 3850
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 155 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
the members to: 3851
(a) Extend the duration of the corporation if it was 3852
incorporated at a time when limited duration was required by 3853
law; 3854
(b) Delete the names and addresses of the initial 3855
directors; 3856
(c) Delete the name and address of the initial registered 3857
agent or registered office, if a statement of change is on file 3858
with the department; 3859
(d) Delete any other information contained in the articles 3860
of incorporation which is solely of historical interest; 3861
(e) Change the corporate name by substituting the word 3862
"corporation," "incorporated," or the abbreviation "Corp.," or 3863
"Inc.," for a similar word or abbreviation in the name, or by 3864
adding, deleting, or changing a geographical attribution for the 3865
name; or 3866
(f) Restate without change all of the then operative 3867
provisions of the articles of incorporation as provided in s. 3868
617.1007. 3869
Section 57. Section 617.1006, Florida Statutes, is amended 3870
to read: 3871
617.1006 Contents of articles of amendment.— 3872
(1) After an amendment to the articles of incorporation 3873
has been adopted and approved as required by this chapter, the 3874
corporation shall deliver to the department for filing articles 3875
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 156 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
of amendment which must be signed in accordance with The 3876
articles of amendment must be executed by the corporation as 3877
provided in s. 617.01201 and must set forth: 3878
(a)(1) The name of the corporation; 3879
(b)(2) The text of each amendment adopted or the 3880
information required by s. 617.01201(10), if applicable; 3881
(c) If the amendment provides for an exchange, a 3882
reclassification, or a cancellation of memberships, provisions 3883
for implementing the amendment if not contained in the amendment 3884
itself, which may be made dependent upon facts objectively 3885
ascertainable outside the articles of amendment in accordance 3886
with s. 617.01201(10); 3887
(d) The date of each amendment's adoption; and 3888
(e) If the amendment: 3889
1. Was adopted by the incorporators or the board of 3890
directors without member approval, a statement that the 3891
amendment was adopted by the incorporators or by the board of 3892
directors and that member approval was not required; 3893
2. Required approval by the members, a statement that the 3894
amendment was duly approved by the members in the manner 3895
required by this chapter and by the articles of incorporation 3896
and bylaws; or 3897
3. Is being filed pursuant to s. 617.01201(10), a 3898
statement to that effect. 3899
(2) Articles of amendment take effect on the effective 3900
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 157 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
date determined pursuant to s. 617.0123. 3901
(3) If there are members entitled to vote on a proposed 3902
amendment, the date of the adoption of the amendment by the 3903
members and a statement that the number of votes cast for the 3904
amendment was sufficient for approval; and 3905
(4) If there are no members or if members are not entitled 3906
to vote on a proposed amendment, a statement of such fact and 3907
the date of the adoption of the amendment by the board of 3908
directors. 3909
Section 58. Section 617.1101, Florida Statutes, is amended 3910
to read: 3911
(Substantial rewording of section. 3912
See s. 617.1101, F.S., for present text.) 3913
617.1101 Plan of merger.— 3914
(1) By complying with this chapter, including adopting a 3915
plan of merger in accordance with subsection (3) and complying 3916
with s. 617.1103: 3917
(a) Subject to and except as otherwise provided in s. 3918
617.1102, one or more domestic corporations may merge with one 3919
or more domestic or foreign eligible entities pursuant to a plan 3920
of merger, resulting in a survivor; and 3921
(b) Any two or more eligible entities may merge, resulting 3922
in a surviving entity that is a domestic corporation created in 3923
the merger. 3924
(2) Subject to and except as otherwise provided in s. 3925
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 158 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
617.1102, a domestic eligible entity that is not a corporation 3926
may be a party to a merger with a domestic corporation, or may 3927
be created as the survivor in a merger in which a domestic 3928
corporation is a party, but only if the parties to the merger 3929
comply with this chapter and the merger is permitted by the 3930
organic law of the domestic eligible entity that is not a 3931
corporation. A foreign eligible entity may be a party to a 3932
merger with a domestic corporation or, subject to and as 3933
otherwise provided in s. 617.1102, may be created as the 3934
survivor in a merger in which a domestic corporation is a party, 3935
but only if the parties to the merger comply with this chapter 3936
and the merger is permitted by the organic law of the foreign 3937
eligible entity. 3938
(3) The plan of merger must set forth: 3939
(a) As to each party to the merger, its name, jurisdiction 3940
of formation, and type of entity; 3941
(b) The survivor's name, jurisdiction of formation, and 3942
type of entity, and, if the survivor is to be created in the 3943
merger, a statement to that effect; 3944
(c) The terms and conditions of the merger, including: 3945
1. A statement that the interests in such entity are to be 3946
canceled; or 3947
2. The manner of converting the interests in such entity 3948
into interests, securities, obligations, money, other property, 3949
rights to acquire interests or securities, or any combination of 3950
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 159 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
the foregoing; 3951
(d) The articles of incorporation of any domestic or 3952
foreign corporation, or the public organic record of any other 3953
domestic or foreign eligible entity to be created by the merger, 3954
or if a new domestic or foreign corporation or other eligible 3955
entity is not to be created by the merger, any amendment to, or 3956
restatement of, the survivor's articles of incorporation or 3957
other public organic record; 3958
(e) The effective date and time of the merger, which may 3959
be on or after the filing date of filing the articles of merger; 3960
and 3961
(f) Any other provision required by the laws under which 3962
any party to the merger is organized or by which it is governed, 3963
or by the articles of incorporation or organic rules of any such 3964
party. 3965
(4) In addition to the requirements of subsection (3), a 3966
plan of merger may contain any other provision that is not 3967
prohibited by law. 3968
(5) Terms of a plan of merger may be made dependent upon 3969
facts objectively ascertainable outside the plan in accordance 3970
with s. 617.01201(10). 3971
(6) A plan of merger may be amended only with the consent 3972
of each party to the merger, except as provided in the plan. A 3973
domestic party to a merger may approve an amendment to a plan: 3974
(a) In the same manner as the plan was approved, if the 3975
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 160 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
plan does not provide for the manner in which it may be amended; 3976
or 3977
(b) In the manner provided in the plan, except that an 3978
interest holder that was entitled to vote on or consent to the 3979
approval of the plan is entitled to vote on or consent to any 3980
amendment to the plan which will change: 3981
1. The amount or kind of interests, securities, 3982
obligations, money, other property, rights to acquire interests 3983
or securities, or any combination of the foregoing, to be 3984
received under the plan by the interest holders of any party to 3985
the merger; 3986
2. The articles of incorporation of any domestic 3987
corporation, or the organic rules of any other type of entity, 3988
that will be the survivor of the merger, except for changes 3989
permitted by s. 617.1002(3) or by comparable provisions of the 3990
organic law of any other type of entity; or 3991
3. Any of the other terms or conditions of the plan if the 3992
change would adversely affect the interest holder in any 3993
material respect. 3994
Section 59. Section 617.1102, Florida Statutes, is amended 3995
to read: 3996
617.1102 Limitation on merger.—A domestic corporation that 3997
holds property for a charitable purpose not for profit organized 3998
under this chapter may merge with one or more other eligible 3999
entities, as identified in s. 607.1101(1), only if the surviving 4000
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 161 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
entity of such merger is a domestic or foreign corporation not 4001
for profit or other eligible entity that has been organized as a 4002
nonprofit not-for-profit entity under a governing statute or 4003
other applicable law that allows such a merger. 4004
Section 60. Section 617.1103, Florida Statutes, is amended 4005
to read: 4006
(Substantial rewording of section. 4007
See s. 617.1103, F.S., for present text.) 4008
617.1103 Approval of plan of merger; abandonment of plan 4009
thereafter.— 4010
(1) In the case of a domestic corporation that is a party 4011
to a merger, the plan of merger shall be adopted in the 4012
following manner if there are members of the domestic 4013
corporation entitled to vote on the merger: 4014
(a) The plan of merger shall first be adopted by the board 4015
of directors of such domestic corporation. 4016
(b) Except as provided in paragraph (h), and in s. 4017
617.1104, the members entitled to vote shall vote to adopt the 4018
plan of merger. 4019
(c) In submitting the plan of merger to the members for 4020
approval, the board of directors shall recommend that the 4021
members approve the plan, unless the board of directors makes a 4022
determination that because of conflicts of interest or other 4023
special circumstances it should not make such a recommendation, 4024
in which case the board shall inform the members of the basis 4025
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 162 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
for proceeding without such recommendation. 4026
(d) The board of directors may set conditions for the 4027
approval of the proposed merger by the members or the 4028
effectiveness of the plan of merger. 4029
(e) If the approval by members is to be given at a 4030
meeting, the corporation shall notify each member entitled to 4031
vote of the meeting of members at which the plan is submitted 4032
for approval in accordance with this chapter and the articles of 4033
incorporation and bylaws of the corporation. The notice must 4034
also state that the purpose, or one of the purposes, of the 4035
meeting is to consider the plan of merger, regardless of whether 4036
the meeting is an annual or a special meeting, and contain or be 4037
accompanied by a copy of the plan. If the corporation is not to 4038
be the surviving entity, the notice must also include or be 4039
accompanied by a copy of the articles of incorporation and 4040
bylaws or the organic rules of the surviving entity. 4041
(f) Unless this chapter, the articles of incorporation, or 4042
the board of directors, acting pursuant to paragraph (d), 4043
requires a greater vote or a greater quorum in the respective 4044
case, approval of the plan of merger shall require the approval 4045
of the members at a meeting at which the current required quorum 4046
exists by a majority of the votes entitled to be cast on the 4047
plan and, if any class of members is entitled to vote as a 4048
separate voting group on the plan of merger, the approval of 4049
each such separate voting group at a meeting at which a quorum 4050
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 163 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
of the voting group is present by a majority of the votes 4051
entitled to be cast on the merger by that voting group. 4052
(g) Subject to paragraph (h), unless otherwise provided in 4053
the articles of incorporation, separate voting on a plan of 4054
merger is required for each class of members that is to be 4055
converted under the plan of merger into securities, interests, 4056
or obligations; rights to acquire securities or other interests; 4057
or cash, other property, or any combination thereof. 4058
(h) The articles of incorporation may expressly limit or 4059
eliminate the separate voting rights as to any class of members. 4060
(2) If a domestic corporation that is a party to a merger 4061
has no members or if its members are not entitled to vote on a 4062
plan of merger, such plan may be adopted at a meeting of its 4063
board of directors by a majority vote of the directors then in 4064
office. 4065
(3)(a) After a plan of merger has been approved and before 4066
articles of merger are effective, the plan may be abandoned as 4067
provided in the plan. Unless prohibited by the plan, the plan 4068
may be abandoned by the board of directors in the same manner as 4069
the plan was approved by: 4070
1. A domestic corporation; or 4071
2. A merging domestic eligible entity if the organic law 4072
of the entity does not provide for amendment of a plan of 4073
merger. 4074
(b) If a merger is abandoned under paragraph (a) after 4075
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 164 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
articles of merger have been delivered to the department for 4076
filing but before the articles of merger have become effective, 4077
a statement of abandonment signed by all the parties that signed 4078
the articles of merger shall be delivered to the department for 4079
filing before the articles of merger become effective. The 4080
statement takes effect on filing, whereupon the merger is deemed 4081
abandoned and does not become effective. The statement of 4082
abandonment must contain: 4083
1. The name of each party to the merger; 4084
2. The date on which the articles of merger were filed by 4085
the department; and 4086
3. A statement that the merger has been abandoned in 4087
accordance with this section. 4088
Section 61. Section 617.1104, Florida Statutes, is created 4089
to read: 4090
617.1104 Short-form merger between parent and subsidiary 4091
or between subsidiaries.— 4092
(1)(a) A domestic or foreign parent eligible entity that 4093
holds a membership in a domestic corporation that carries at 4094
least 80 percent of the voting power of each class of membership 4095
of the domestic corporation which has voting power may: 4096
1. Merge the subsidiary into itself, or into another 4097
domestic or foreign eligible entity in which the parent eligible 4098
entity owns at least 80 percent of the voting power of each 4099
class and series of the outstanding interests that have voting 4100
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 165 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
power; or 4101
2. Merge itself into the subsidiary. 4102
(b) Mergers under subparagraphs (a)1. and 2. do not 4103
require the approval of the board of directors or members of the 4104
subsidiary unless the articles of incorporation or organic rules 4105
of the parent eligible entity or the articles of incorporation 4106
of the subsidiary entity otherwise provide. The articles of 4107
merger relating to a merger under this section do not need to be 4108
signed by the subsidiary entity. 4109
(2) The parent eligible entity shall, within 10 days after 4110
the effective date of a merger approved under subsection (1), 4111
notify each of the subsidiary entity's members that the merger 4112
has become effective. 4113
(3) Except as provided for in subsections (1) and (2), a 4114
merger between a parent eligible entity and a domestic 4115
subsidiary corporation is governed by ss. 617.1101-617.1107, 4116
which are applicable to mergers generally. 4117
Section 62. Section 617.1105, Florida Statutes, is amended 4118
to read: 4119
(Substantial rewording of section. 4120
See s. 617.1105, F.S., for present text.) 4121
617.1105 Articles of merger.— 4122
(1) After a plan of merger has been adopted and approved 4123
as required by this chapter or, if the merger is being effected 4124
pursuant to s. 617.1101(1)(b), the merger has been approved as 4125
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 166 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
required by the organic law governing the parties to the merger, 4126
the articles of merger must be signed by each party to the 4127
merger, except as provided in s. 617.1104. The articles of 4128
merger must set forth: 4129
(a) The name, jurisdiction of formation, and type of 4130
entity of each party to the merger; 4131
(b) If not already identified as the survivor pursuant to 4132
paragraph (a), the name, jurisdiction of formation, and type of 4133
entity of the survivor; 4134
(c) If the articles of incorporation of the survivor are 4135
being amended, or if a new domestic corporation is being created 4136
as a result of the merger: 4137
1. The amendments to the survivor's articles of 4138
incorporation; or 4139
2. The articles of incorporation of the new corporation; 4140
(d) If the plan of merger required approval by the members 4141
of a domestic corporation that is a party to the merger, a 4142
statement that the plan was duly approved by the members and, if 4143
voting by any separate voting group was required, by each such 4144
separate voting group, in the manner required by this chapter 4145
and the articles of incorporation of such domestic corporation; 4146
(e) If the plan of merger did not require approval by the 4147
members of a domestic corporation that is a party to the merger, 4148
a statement to that effect; 4149
(f) As to each foreign corporation that is a party to the 4150
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 167 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
merger, a statement that the participation of the foreign 4151
corporation was duly authorized in accordance with such 4152
corporation's organic law; 4153
(g) As to each domestic or foreign eligible entity that is 4154
a party to the merger and that is not a domestic or foreign 4155
corporation, a statement that the participation of the eligible 4156
entity in the merger was duly authorized in accordance with such 4157
eligible entity's organic law; and 4158
(h) If the survivor is not a domestic or foreign 4159
corporation or other eligible entity that has been organized as 4160
a nonprofit entity under a governing statute or other applicable 4161
law that allows such a merger, as to each domestic corporation 4162
that is a party to the merger, a statement that it does not hold 4163
any property for a charitable purpose. 4164
(2) In addition to the requirements of subsection (1), 4165
articles of merger may contain any other provision not 4166
prohibited by law. 4167
(3) The articles of merger shall be delivered to the 4168
department for filing, and, subject to subsection (4), the 4169
merger must take effect on the effective date determined in 4170
accordance with s. 617.0123. 4171
(4) With respect to a merger in which one or more foreign 4172
entities is a party or a foreign corporation created by the 4173
merger is the survivor, the merger itself becomes effective at 4174
the later of: 4175
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 168 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
(a) When all documents required to be filed in all foreign 4176
jurisdictions to effect the merger have become effective; or 4177
(b) When the articles of merger take effect. 4178
(5) Articles of merger required to be filed under this 4179
section may be combined with any filing required under the 4180
organic law governing any other domestic eligible entity 4181
involved in the transaction if the combined filing satisfies the 4182
requirements of both this section and the other organic law. 4183
Section 63. Section 617.1106, Florida Statutes, is amended 4184
to read: 4185
(Substantial rewording of section. 4186
See s. 617.1106, F.S., for present text.) 4187
617.1106 Effect of merger.— 4188
(1) When a merger becomes effective: 4189
(a) The domestic or foreign eligible entity that is 4190
designated in the plan of merger as the survivor continues or 4191
comes into existence, as the case may be; 4192
(b) The separate existence of every merging entity, other 4193
than the survivor, ceases; 4194
(c) All property owned by, and every contract right and 4195
other right possessed by, each merging entity vests in the 4196
survivor, without transfer, reversion, or impairment; 4197
(d) All debts, obligations, and other liabilities of each 4198
merging entity become debts, obligations, and liabilities of the 4199
survivor; 4200
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 169 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
(e) The name of the survivor may be, but need not be, 4201
substituted in any pending proceeding for the name of any party 4202
to the merger whose separate existence ceased in the merger; 4203
(f) Neither the rights of creditors nor any liens upon the 4204
property of any corporation party to the merger are impaired by 4205
such merger; 4206
(g) If the survivor is a domestic eligible entity, the 4207
articles of incorporation and bylaws or the organic rules of the 4208
survivor are amended to the extent provided in the plan of 4209
merger; 4210
(h) The articles of incorporation and bylaws or the 4211
organic rules of a survivor that is a domestic eligible entity 4212
and is created by the merger become effective; 4213
(i) The interests of each merging entity which are to be 4214
canceled or converted in the merger are canceled or converted, 4215
and the interest holders of those interests are entitled only to 4216
the rights provided to them under the plan of merger and to any 4217
appraisal rights they have under the merging entity's organic 4218
law; 4219
(j) Except as provided by law or the plan of merger, all 4220
the rights, privileges, franchises, and immunities of each 4221
eligible entity that is a party to the merger, other than the 4222
survivor, become the rights, privileges, franchises, and 4223
immunities of the survivor; and 4224
(k) If the survivor exists before the merger: 4225
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 170 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
1. All the property and contract and other rights of the 4226
survivor remain its property and contract and other rights 4227
without transfer, reversion, or impairment; 4228
2. The survivor remains subject to all of its debts, 4229
obligations, and other liabilities; and 4230
3. Except as provided by law or the plan of merger, the 4231
survivor continues to hold all of its rights, privileges, 4232
franchises, and immunities. 4233
(2) Except as provided in the organic law governing a 4234
party to a merger or in its articles of incorporation or organic 4235
rules, the merger does not give rise to any rights that any 4236
interest holder or third party would have upon a dissolution, 4237
liquidation, or winding up of that party. The merger does not 4238
require a party to the merger to wind up its affairs and does 4239
not constitute or cause its dissolution or termination. 4240
(3) Property held in trust or otherwise dedicated to a 4241
charitable purpose and held by a domestic or foreign eligible 4242
entity immediately before a merger becomes effective may not, as 4243
a result of the merger, be diverted from the purposes for which 4244
it was donated, granted, devised, or otherwise transferred 4245
except pursuant to the laws of this state addressing cy pres or 4246
dealing with nondiversion of charitable assets. 4247
(4) Any bequest, devise, gift, grant, or promise contained 4248
in a will or other instrument of donation, subscription, or 4249
conveyance which is made to an eligible entity that is a party 4250
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 171 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
to a merger that is not the survivor and which takes effect or 4251
remains payable after the merger inures to the survivor. 4252
(5) A trust obligation that would govern property if the 4253
property is directed to be transferred to a nonsurviving 4254
eligible entity applies to property that is to be transferred 4255
instead to the survivor after a merger becomes effective. 4256
Section 64. Section 617.1107, Florida Statutes, is amended 4257
to read: 4258
617.1107 Merger of domestic and foreign corporations.— 4259
(1) One or more foreign corporations and one or more 4260
domestic corporations may be merged into a corporation of this 4261
state or of another jurisdiction if such merger is permitted by 4262
the laws of the jurisdiction under which each such foreign 4263
corporation is organized and if: 4264
(a) Each foreign corporation complies with the applicable 4265
laws of the jurisdiction under which it is organized; and 4266
(b) Each domestic corporation complies with the provisions 4267
of this act relating to the merger of domestic corporations. 4268
(2) Following a merger in accordance with s. 617.1101, if 4269
the surviving eligible entity is a foreign eligible entity 4270
corporation is to be governed by the laws of any jurisdiction 4271
other than this state, it must comply with the provisions of 4272
this chapter act with respect to foreign corporations if it is 4273
to conduct its affairs in this state, and in every case it will 4274
be deemed to have filed with the department of State: 4275
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 172 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
(a) An agreement that it may be served with process in 4276
this state in any proceeding for the enforcement of any 4277
obligation of any domestic corporation which is a party to such 4278
merger; and 4279
(b) An irrevocable appointment of the department of State 4280
of this state as its agent to accept service of process in any 4281
such proceeding. 4282
(2)(3) Following a merger in accordance with s. 617.1101, 4283
if the surviving eligible entity is a corporation is to be 4284
governed by the laws of this state, the effect of such merger is 4285
the same as in the case of the merger of domestic corporations. 4286
If the surviving eligible entity corporation is to be governed 4287
by the laws of any jurisdiction other than this state, the 4288
effect of such merger is governed by the laws of such other 4289
jurisdiction. 4290
(4) At any time prior to the filing of the articles of 4291
merger by the Department of State, the merger may be abandoned 4292
pursuant to provisions therefor, if any, set forth in the plan 4293
of merger. 4294
Section 65. Section 617.1202, Florida Statutes, is amended 4295
to read: 4296
617.1202 Sale, lease, exchange, or other disposition of 4297
corporate property and assets requiring member approval.—A sale, 4298
lease, exchange, or other disposition of all or substantially 4299
all of the property and assets of a corporation, in all cases 4300
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 173 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
other than those not requiring member approval as specified in 4301
s. 617.1201, may be made upon such terms and conditions and for 4302
such consideration, which may consist in whole or in part of 4303
money or property, real or personal, including shares, bonds, or 4304
other securities of any corporation or corporations for profit, 4305
domestic or foreign, and must be authorized in the following 4306
manner: 4307
(1) If a the corporation has members entitled to vote, the 4308
corporation may sell, lease, exchange, or otherwise dispose of 4309
all, or substantially all, of its property, with or without good 4310
will, on the terms and conditions and for the consideration 4311
determined by the corporation's board of directors, but only if 4312
the board of directors proposes and its members approve the 4313
proposed transaction in the following manner: on the sale, 4314
lease, exchange, or other disposition of corporate property, the 4315
board of directors must adopt a resolution approving such sale, 4316
lease, exchange, or other disposition, and directing that it be 4317
submitted to a vote at a meeting of members entitled to vote 4318
thereon, which may be either an annual or special meeting. 4319
Written notice stating that the purpose, or one of the purposes, 4320
of such meeting is to consider the sale, lease, exchange, or 4321
other disposition of all or substantially all of the property 4322
and assets of the corporation must be given to each member 4323
entitled to vote at such meeting in accordance with the articles 4324
of incorporation or the bylaws. At such meeting, the members may 4325
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 174 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
authorize such sale, lease, exchange, or other disposition and 4326
may approve or fix, or may authorize the board of directors to 4327
fix, any or all of the terms and conditions thereof and the 4328
consideration to be received by the corporation therefor. Such 4329
authorization requires at least a majority of the votes which 4330
members present at such meeting or represented by proxy are 4331
entitled to cast. After such authorization by a vote of members, 4332
the board of directors may, in its discretion, abandon such 4333
sale, lease, exchange, or other disposition of assets, subject 4334
to the rights of third parties under any contracts relating to 4335
such sale, lease, exchange, or other disposition, without 4336
further action or approval by members. 4337
(a) The board of directors shall first adopt a resolution 4338
approving the disposition, and thereafter, the disposition must 4339
also be approved by the corporation's members having voting 4340
rights thereon. 4341
(b) In submitting the disposition to the members who have 4342
voting rights for approval, the board of directors shall 4343
recommend the proposed transaction to the members of record 4344
unless the board of directors makes a determination that because 4345
of a conflict of interest or other special circumstances it 4346
should not make such a recommendation, in which event the board 4347
of directors shall inform the members of the basis for its so 4348
proceeding without such recommendation. 4349
(c) The board of directors may set conditions for approval 4350
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 175 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
of the disposition or the effectiveness of the disposition. 4351
(d) If the disposition is required to be approved by the 4352
members under this subsection and if the approval is to be given 4353
at the meeting, the corporation must notify each member entitled 4354
to vote of the meeting of members at which the disposition is to 4355
be submitted for approval. The notice must state that the 4356
purpose, or one of the purposes, of the meeting is to consider 4357
the disposition and must contain a description of the 4358
disposition and the consideration to be received by the 4359
corporation. 4360
(e) Unless this chapter, the articles of incorporation, or 4361
the board of directors acting pursuant to paragraph (c) requires 4362
a greater vote or a greater quorum, the approval of the 4363
disposition shall require the approval of the members entitled 4364
to vote at a meeting at which the current required quorum exists 4365
consisting of a majority of all the votes entitled to be cast on 4366
the disposition. 4367
(2) After a disposition has been approved by the members 4368
under this section, and at any time before the disposition has 4369
been consummated, it may be abandoned by the corporation without 4370
action by the members, subject to any contractual rights of 4371
other parties to the disposition. 4372
(3) A disposition of assets in the course of dissolution 4373
is governed by ss. 617.1401-617.1440 and not by this section. 4374
(4) If the corporation has no members or if its members 4375
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 176 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
are not entitled to vote thereon, a sale, lease, exchange, or 4376
other disposition of all or substantially all the property and 4377
assets of a corporation may be authorized by a majority vote of 4378
the directors then in office. 4379
Section 66. Subsection (2) of section 617.1401, Florida 4380
Statutes, is amended, and subsection (3) of that section is 4381
reenacted, to read: 4382
617.1401 Voluntary dissolution of corporation prior to 4383
conducting its affairs.— 4384
(2) Articles of dissolution must be executed in accordance 4385
with s. 617.01201 and must set forth: 4386
(a) The name of the corporation; 4387
(b) The date of filing of its articles of incorporation; 4388
(c) That the corporation has not commenced to conduct its 4389
affairs; 4390
(d) That no debts of the corporation remain unpaid; and 4391
(e) That any net assets of the corporation remaining after 4392
winding up have been distributed in accordance with s. 617.1406; 4393
and 4394
(f) That the incorporator or a majority of the 4395
incorporators or a majority of the directors, as the case may 4396
be, authorized the dissolution. 4397
(3) The articles of dissolution must be filed and shall 4398
become effective in accordance with s. 617.1403, may be revoked 4399
in accordance with s. 617.1404, and shall have the effect 4400
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 177 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
prescribed in s. 617.1405. 4401
Section 67. Section 617.1402, Florida Statutes, is amended 4402
to read: 4403
617.1402 Dissolution of corporation subsequent to 4404
conducting its affairs.—A corporation desiring to dissolve and 4405
wind up its affairs must adopt a resolution to dissolve in the 4406
following manner: 4407
(1) If the corporation has members entitled to vote on a 4408
resolution to dissolve, and unless the board of directors 4409
determines that because of a conflict of interest or other 4410
substantial reason it should not make any recommendation, the 4411
board of directors must adopt a resolution recommending that the 4412
corporation be dissolved and directing that the question of such 4413
dissolution be submitted to a vote at a meeting of members 4414
entitled to vote thereon, which may be either an annual or 4415
special meeting. Written notice stating that the purpose, or one 4416
of the purposes, of such meeting is to consider the advisability 4417
of dissolving the corporation must be given to each member 4418
entitled to vote at such meeting in accordance with the articles 4419
of incorporation or the bylaws. A resolution to dissolve the 4420
corporation must shall be adopted upon receiving at least a 4421
majority of the votes which members present at such meeting or 4422
represented by proxy are entitled to cast. 4423
(2) If the corporation has no members or if its members 4424
are not entitled to vote on a resolution to dissolve, the 4425
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 178 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
dissolution of the corporation may be authorized at a meeting of 4426
the board of directors by a majority vote of the directors then 4427
in office. 4428
Section 68. Subsection (1) of section 617.1403, Florida 4429
Statutes, is amended, and subsection (3) is added to that 4430
section, to read: 4431
617.1403 Articles of dissolution.— 4432
(1) At any time after dissolution is authorized, the 4433
corporation may dissolve by delivering to the department of 4434
State for filing articles of dissolution setting forth: 4435
(a) The name of the corporation; 4436
(b) If the corporation has members entitled to vote on 4437
dissolution, the date of the meeting of members at which the 4438
resolution to dissolve was adopted, a statement that the number 4439
of votes cast for dissolution was sufficient for approval, or a 4440
statement that such a resolution was adopted by written consent 4441
and executed in accordance with s. 617.0701; and 4442
(c) If the corporation has no members or if its members 4443
are not entitled to vote on dissolution, a statement of such 4444
fact, the date of the adoption of such resolution by the board 4445
of directors, the number of directors then in office, and the 4446
vote for the resolution. 4447
(3) For purposes of ss. 617.1401-617.1422, the term 4448
"dissolved corporation" means a corporation whose articles of 4449
dissolution have become effective and includes a successor 4450
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 179 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
entity, as defined in s. 617.01401. 4451
Section 69. Subsection (1) of section 617.1405, Florida 4452
Statutes, is amended, subsections (5) and (6) are added to that 4453
section, and subsection (4) of that section is reenacted, to 4454
read: 4455
617.1405 Effect of dissolution.— 4456
(1) A dissolved corporation that has dissolved continues 4457
its corporate existence but may not conduct its affairs except 4458
to the extent appropriate to wind up and liquidate its affairs, 4459
including: 4460
(a) Collecting its assets; 4461
(b) Disposing of its properties that will not be 4462
distributed in kind pursuant to the plan of distribution of 4463
assets adopted under s. 617.1406; 4464
(c) Discharging or making provision for discharging its 4465
liabilities; 4466
(d) Distributing its remaining property in accordance with 4467
the plan of distribution of assets adopted under s. 617.1406; 4468
and 4469
(e) Doing every other act necessary to wind up and 4470
liquidate its affairs. 4471
(4) The name of a dissolved corporation is not available 4472
for assumption or use by another corporation until 120 days 4473
after the effective date of dissolution unless the dissolved 4474
corporation provides the department with an affidavit, executed 4475
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 180 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
pursuant to s. 617.01201, authorizing the immediate assumption 4476
or use of the name by another corporation. 4477
(5) For purposes of this section, the circuit court may 4478
appoint a trustee, custodian, receiver, or provisional director 4479
as described in s. 617.1435 for any property owned or acquired 4480
by the corporation who may engage in any act permitted in 4481
accordance with subsection (1) if any director or officer of the 4482
dissolved corporation is unwilling or unable to serve or cannot 4483
be located. 4484
(6) Property held in trust or otherwise dedicated to a 4485
public or charitable purpose may not be diverted from its trust 4486
or charitable purpose by the dissolution of a corporation except 4487
in compliance with and pursuant to the laws of this state 4488
addressing cy pres or otherwise dealing with the nondiversion of 4489
charitable assets. 4490
Section 70. Section 617.1406, Florida Statutes, is amended 4491
to read: 4492
617.1406 Plan of distribution of assets.—A plan providing 4493
for the distribution of assets, not inconsistent with this 4494
chapter act or the articles of incorporation, must be adopted by 4495
a corporation in the following manner: 4496
(1) If the corporation has members entitled to vote on a 4497
plan of distribution of assets, the board of directors must 4498
adopt a resolution recommending a plan of distribution and 4499
directing its submission to a vote at a meeting of members 4500
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 181 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
entitled to vote thereon, which may be either an annual or a 4501
special meeting. Written notice setting forth the proposed plan 4502
of distribution or a summary thereof must be given to each 4503
member entitled to vote at such meeting in accordance with the 4504
articles of incorporation or the bylaws. Such plan of 4505
distribution shall be adopted upon receiving at least a majority 4506
of the votes which the members present at such meeting or 4507
represented by proxy are entitled to cast. 4508
(2) If the corporation has no members or if its members 4509
are not entitled to vote on a plan of distribution, such plan 4510
may be adopted at a meeting of the board of directors by a 4511
majority vote of the directors then in office. 4512
(3) A plan of distribution of assets must provide that: 4513
(a) All liabilities and obligations of the corporation be 4514
paid and discharged, or adequate provisions be made therefor; 4515
(b) Assets held by the corporation upon condition 4516
requiring return, transfer, or conveyance, which condition 4517
occurs by reason of the dissolution, be returned, transferred, 4518
or conveyed in accordance with such requirements; 4519
(c) Assets received and held by the corporation subject to 4520
limitations permitting their use only for charitable, religious, 4521
eleemosynary, benevolent, educational, or similar purposes, but 4522
not held upon a condition requiring return, transfer, or 4523
conveyance by reason of the dissolution, be transferred or 4524
conveyed to one or more domestic or foreign corporations, 4525
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 182 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
trusts, societies, or organizations engaged in activities 4526
substantially similar to those of the dissolving corporation, as 4527
provided in the plan of distribution of assets; 4528
(d) Other assets, if any, be distributed in accordance 4529
with the provisions of the articles of incorporation or the 4530
bylaws to the extent that the articles of incorporation or the 4531
bylaws determine the distributive rights of members, or any 4532
class or classes of members, or provide for distribution to 4533
others; and 4534
(e) Any remaining assets be distributed to such persons, 4535
trusts, societies, organizations, or domestic or foreign 4536
corporations, whether for profit or not for profit, as specified 4537
in the plan of distribution of assets. 4538
(4) A copy of the plan of distribution of assets, 4539
authenticated by an officer of the corporation and containing 4540
the officer's certificate of compliance with the requirements of 4541
subsection (1) or subsection (2) must be filed with the 4542
department of State. 4543
Section 71. Section 617.1407, Florida Statutes, is amended 4544
to read: 4545
617.1407 Unknown claims against dissolved corporation.— 4546
(1) A dissolved corporation or successor entity may 4547
execute one of the following procedures to resolve payment of 4548
unknown claims: 4549
(a) A dissolved corporation or successor entity may file 4550
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 183 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
notice of its dissolution with the department on the form 4551
prescribed by the department and request that persons with 4552
having claims against the corporation which are not known claims 4553
as defined in s. 617.1408(5) to the corporation or successor 4554
entity present them in accordance with the notice. The notice 4555
must: 4556
1. State the name of the corporation that is the subject 4557
and the date of the dissolution; 4558
2. State that the corporation is the subject of a 4559
dissolution and the effective date of the dissolution; 4560
3. Specify Describe the information that must be included 4561
in a claim; 4562
4. State that a claim must be in writing and provide a 4563
mailing address to which the claim may be sent; and 4564
5.3. State that a claim against the corporation under this 4565
subsection will be is barred unless a proceeding to enforce the 4566
claim is commenced within 4 years after the date of the filing 4567
of the notice. 4568
(b) A dissolved corporation or successor entity may, 4569
within 10 days after filing articles of dissolution with the 4570
department, publish a "Notice of Corporate Dissolution." The 4571
notice must appear once a week for 2 consecutive weeks in a 4572
newspaper of general circulation in the county in the state in 4573
which the corporation has its principal office, if any, or, if 4574
none, in a county in the state in which the corporation owns 4575
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 184 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
real or personal property. Such newspaper shall meet the 4576
requirements as are prescribed by law for such purposes. The 4577
notice must: 4578
1. State the name of the corporation that is the subject 4579
and the date of the dissolution; 4580
2. State that the corporation is the subject of a 4581
dissolution and the effective date of the dissolution; 4582
3. Specify Describe the information that must be included 4583
in a claim; 4584
4. State that a claim must be in writing and provide a 4585
mailing address to which the claim may be sent; and 4586
5.3. State that a claim against the corporation under this 4587
subsection will be is barred unless a proceeding to enforce the 4588
claim is commenced within 4 years after the filing date of the 4589
second consecutive weekly publication of the notice. 4590
(2) If the dissolved corporation or successor entity 4591
complies with paragraph (1)(a) or paragraph (1)(b), unless 4592
sooner barred by another statute limiting actions, the claim of 4593
each of the following claimants is barred unless the claimant 4594
commences a proceeding to enforce the claim against the 4595
dissolved corporation within 4 years after the date of filing 4596
the notice with the department or the date of the second 4597
consecutive weekly publication, as applicable: 4598
(a) A claimant who was not given did not receive written 4599
notice under s. 617.1408;(9), or whose claim is not provided for 4600
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 185 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
under s. 617.1408(10), regardless of whether such claim is based 4601
on an event occurring before or after the effective date of 4602
dissolution. 4603
(b) A claimant whose claim was timely sent to the 4604
dissolved corporation but on which no action was taken; or. 4605
(c) A claimant whose claim was excluded as a known claim 4606
as defined in s. 617.1408(5)(b). 4607
(3) This section does not preclude or relieve the 4608
corporation from its notification to claimants otherwise set 4609
forth in this chapter A claim may be entered under this section: 4610
(a) Against the dissolved corporation, to the extent of 4611
its undistributed assets; or 4612
(b) If the assets have been distributed in liquidation, 4613
against a member of the dissolved corporation to the extent of 4614
such member's pro rata share of the claim or the corporate 4615
assets distributed to such member in liquidation, whichever is 4616
less; however, the aggregate liability of any member of a 4617
dissolved corporation may not exceed the amount distributed to 4618
the member in dissolution. 4619
Section 72. Section 617.1408, Florida Statutes, is amended 4620
to read: 4621
(Substantial rewording of section. 4622
See s. 617.1408, F.S., for present text.) 4623
617.1408 Known claims against dissolved corporation. 4624
(1) A dissolved corporation or a successor entity may 4625
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 186 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
dispose of the known claims against it by giving written notice 4626
that satisfies the requirements of subsection (2) to its known 4627
claimants of the dissolution at any time after the effective 4628
date of the dissolution, but no later than the date that is 270 4629
days before the date which is 3 years after the effective date 4630
of the dissolution. 4631
(2) The written notice must: 4632
(a) State the name of the corporation that is the subject 4633
of the dissolution; 4634
(b) State that the corporation is the subject of a 4635
dissolution and the effective date of the dissolution; 4636
(c) Specify the information that must be included in a 4637
claim; 4638
(d) State that a claim must be in writing and provide a 4639
mailing address where a claim may be sent; 4640
(e) State the deadline, which may not be less than 120 4641
days after the date of the written notice is received by the 4642
claimant, by which the dissolved corporation must receive the 4643
claim; 4644
(f) State that the claim will be barred if not received by 4645
the deadline; 4646
(g) State that the dissolved corporation or successor 4647
entity may make distributions thereafter to other claimants and 4648
the members of the corporation or persons interested as having 4649
been such claimants without further notice; and 4650
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 187 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
(h) Be accompanied by a copy of ss. 617.1405-617.14091. 4651
(3) A dissolved corporation or successor entity may 4652
reject, in whole or in part, a claim submitted by a claimant and 4653
received before the deadline specified in the written notice 4654
pursuant to subsections (1) and (2) by mailing notice of the 4655
rejection to the claimant, on or before the date that is the 4656
earlier of 90 days after the dissolved corporation receives the 4657
claim, or the date that is at least 150 days before the date 4658
which is 3 years after the effective date of the dissolution. A 4659
rejection notice sent by the dissolved corporation pursuant to 4660
this subsection must state that the claim will be barred unless 4661
the claimant, not later than 120 days after the claimant 4662
receives the rejection notice, commences an action in the 4663
circuit court in the applicable county against the dissolved 4664
corporation to enforce the claim. 4665
(4) A claim against a dissolved corporation is barred: 4666
(a) If a claimant who is given written notice pursuant to 4667
this section does not deliver the claim to the dissolved 4668
corporation by the specified deadline; or 4669
(b) If the claim was timely received by the dissolved 4670
corporation but was timely rejected by the dissolved corporation 4671
under subsection (3) and the claimant does not commence the 4672
required action in the applicable county within 120 days after 4673
the claimant receives the rejection notice. 4674
(5)(a) For purposes of this chapter, "known claim" means 4675
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 188 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
any claim or liability that, as of the date of the giving of 4676
written notice described in subsections (1) and (2) above: 4677
1. Has matured sufficiently on or before the date of 4678
dissolution to be legally capable of assertion against the 4679
dissolved corporation; or 4680
2. Is unmatured as of the date of dissolution but will 4681
mature in the future solely because of the passage of time. 4682
(b) For purposes of this chapter, "known claim" does not 4683
include a contingent liability or a claim based on an event 4684
occurring after the effective date of the dissolution. 4685
(6) The giving of any notice pursuant to this section does 4686
not revive any claim then barred or constitute acknowledgment by 4687
the dissolved corporation that any person to whom such notice is 4688
sent is a proper claimant and does not operate as a waiver of 4689
any defense or counterclaim in respect of any claim asserted by 4690
any person to whom such notice is sent. 4691
Section 73. Section 617.1409, Florida Statutes, is created 4692
to read: 4693
617.1409 Court proceedings.— 4694
(1) A dissolved corporation that has filed a notice under 4695
s. 617.1407(1)(a) or published a notice under s. 617.1407(1)(b) 4696
may file an application with the circuit court in the applicable 4697
county for a determination of the amount and form of security to 4698
be provided for payment of claims that are not known claims as 4699
defined in s. 617.1408(5) but that, based on the facts known to 4700
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 189 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
the dissolved corporation, are reasonably estimated to arise 4701
after the effective date of dissolution. Provisions need not be 4702
made for any claim that is or is reasonably anticipated to be 4703
barred under s. 617.1407(2). 4704
(2) Within 10 days after the filing of the application 4705
pursuant to subsection (1), notice of the proceeding must be 4706
given by the dissolved corporation to each claimant holding a 4707
claim whose identity and contingent claim is known to the 4708
dissolved corporation. 4709
(3) In any proceeding under this section, the court may 4710
appoint a guardian ad litem to represent all claimants whose 4711
identities are unknown. The reasonable fees and expenses of such 4712
guardian ad litem, including all reasonable expert witness fees, 4713
must be paid by the dissolved corporation. 4714
(4) Provisions by the dissolved corporation for security 4715
in the amount and the form ordered by the court under subsection 4716
(1) satisfies the dissolved corporation's obligations with 4717
respect to claims that are contingent, have not been made known 4718
to the dissolved corporation, or are based on an event occurring 4719
after the effective date of dissolution, and such claims may not 4720
be enforced against a person who received assets in liquidation. 4721
Section 74. Section 617.14091, Florida Statutes, is 4722
created to read: 4723
617.14091 Limitation on director liability for a dissolved 4724
corporation; claims against dissolved corporation; enforcement.— 4725
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 190 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
(1) Directors of a dissolved corporation or governing 4726
persons of a successor entity that has disposed of claims under 4727
s. 617.1407, s. 617.1408, or s. 617.1409 are not personally 4728
liable to the claimants of the dissolved corporation. 4729
(2) A claim that is not barred by s. 617.1407, s. 4730
617.1408, or by any other law limiting claims, may be enforced: 4731
(a) Against the dissolved corporation, to the extent of 4732
its undistributed assets; or 4733
(b) Except as provided in s. 617.1409(4), if the assets 4734
have been distributed in liquidation, against a member of the 4735
dissolved corporation to the extent of the member's pro rata 4736
share of the claim or the corporate assets distributed to the 4737
member in liquidation, whichever is less, provided that the 4738
aggregate liability of any member of a dissolved corporation 4739
arising under s. 617.1408 or otherwise may not exceed the total 4740
amount distributed to the member in dissolution. 4741
Section 75. Subsection (1) of section 617.1420, Florida 4742
Statutes, is amended, and subsections (3) and (4) are added to 4743
that section, to read: 4744
617.1420 Grounds for administrative dissolution.— 4745
(1) The department of State may commence a proceeding 4746
under s. 617.1421 to administratively dissolve a corporation if: 4747
(a) The corporation has failed to file its annual report 4748
and pay the annual report filing fee by 5 p.m. Eastern Time on 4749
the third Friday in September; 4750
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 191 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
(b) The corporation is without a registered agent or 4751
registered office in this state for 30 days or more; 4752
(c) The corporation does not notify the department of 4753
State within 30 days after its registered agent or registered 4754
office has been changed, after its registered agent has 4755
resigned, or after its registered office has been discontinued; 4756
(d) The corporation has failed to answer truthfully and 4757
fully, within the time prescribed by this chapter act, 4758
interrogatories propounded by the department of State; or 4759
(e) The corporation's period of duration stated in its 4760
articles of incorporation has expired. 4761
(3) If the department determines that one or more grounds 4762
exist for administratively dissolving a corporation under 4763
paragraph (1)(a), paragraph (1)(b), paragraph (1)(c), or 4764
paragraph (1)(d), the department shall serve notice in a record 4765
to the corporation of its intent to administratively dissolve 4766
the corporation. Issuance of the notice may be made by 4767
electronic transmission to a corporation that has provided the 4768
department with an e-mail address. 4769
(4) If, within 60 days after sending the notice of intent 4770
to administratively dissolve pursuant to subsection (3), a 4771
corporation does not correct each ground for dissolution under 4772
paragraph (1)(a), paragraph (1)(b), paragraph (1)(c), or 4773
paragraph (1)(d), or demonstrate to the reasonable satisfaction 4774
of the department that each ground determined by the department 4775
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 192 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
does not exist, the department shall dissolve the corporation 4776
administratively and issue to the corporation a notice in a 4777
record of administrative dissolution that states the grounds for 4778
dissolution. Issuance of the notice of administrative 4779
dissolution may be made by electronic transmission to a 4780
corporation that has provided the department with an e-mail 4781
address. 4782
Section 76. Subsections (1), (2), and (4) of section 4783
617.1421, Florida Statutes, are amended, and subsection (3) of 4784
that section is reenacted, to read: 4785
617.1421 Procedure for and effect of administrative 4786
dissolution.— 4787
(1) If the department of State determines that one or more 4788
grounds exist under s. 617.1420 for administratively dissolving 4789
a corporation, it shall serve the corporation with notice of its 4790
intent under s. 617.0504(2) to administratively dissolve the 4791
corporation. If the corporation has provided the department with 4792
an e-mail electronic mail address, such notice shall be by 4793
electronic transmission. Administrative dissolution for failure 4794
to file an annual report shall occur on the fourth Friday in 4795
September of each year. The department of State shall issue a 4796
certificate of dissolution to each dissolved corporation. 4797
Issuance of the certificate of dissolution may be by electronic 4798
transmission to any corporation that has provided the department 4799
with an e-mail electronic mail address. 4800
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 193 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
(2) If the corporation does not correct each ground for 4801
dissolution under s. 617.1420(1)(b), (c), (d), or (e) or 4802
demonstrate to the reasonable satisfaction of the department of 4803
State that each ground determined by the department does not 4804
exist within 60 days after issuance of the notice, the 4805
department shall administratively dissolve the corporation by 4806
issuing a certificate of dissolution that recites the ground or 4807
grounds for dissolution and its effective date. Issuance of the 4808
certificate of dissolution may be by electronic transmission to 4809
any corporation that has provided the department with an e-mail 4810
electronic mail address. 4811
(3) A corporation administratively dissolved continues its 4812
corporate existence but may not conduct any affairs except that 4813
necessary to wind up and liquidate its affairs under s. 617.1405 4814
and adopt a plan of distribution of assets pursuant to s. 4815
617.1406. 4816
(4) A director, officer, or agent of a corporation 4817
dissolved pursuant to this section, purporting to act on behalf 4818
of the corporation, is not personally liable for the debts, 4819
obligations, and liabilities of the corporation arising from 4820
such action and incurred subsequent to the corporation's 4821
administrative dissolution unless that officer, director, or 4822
agent only if he or she has actual notice of the administrative 4823
dissolution at the time such action is taken. Any; but such 4824
liability shall be terminated upon the ratification of such 4825
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 194 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
action by the corporation's board of directors or members 4826
subsequent to the reinstatement of the corporation. 4827
Section 77. Section 617.1430, Florida Statutes, is amended 4828
to read: 4829
617.1430 Grounds for judicial dissolution.—A circuit court 4830
may dissolve a corporation or order such other remedy as 4831
provided in s. 617.1432 or s. 617.1434: 4832
(1)(a) In a proceeding by the Department of Legal Affairs 4833
if it is established that: 4834
1. The corporation obtained its articles of incorporation 4835
through fraud; or 4836
2. The corporation has exceeded or abused, or is 4837
continuing to exceed or abuse continued to exceed or abuse the 4838
authority conferred upon it by law. 4839
(b) The enumeration in paragraph (a) of grounds for 4840
judicial dissolution does not exclude actions or special 4841
proceedings by the Department of Legal Affairs or any state 4842
official for the annulment or dissolution of a corporation for 4843
other causes as provided by law. 4844
(2) In a proceeding brought by at least 50 members or 4845
members holding at least 10 percent of the voting power, 4846
whichever is less, or by a member or group or percentage of 4847
members as otherwise provided in the articles of incorporation 4848
or bylaws, or by a director or any person authorized in the 4849
articles of incorporation, if it is established that: 4850
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 195 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
(a) The directors are deadlocked in the management of the 4851
corporate affairs, the members are unable to break the deadlock, 4852
and irreparable injury to the corporation or its mission is 4853
threatened or being suffered because of the deadlock; 4854
(b) The members are deadlocked in voting power and have 4855
failed, for a period that includes at least two consecutive 4856
annual meeting dates, to elect successors to directors whose 4857
terms have expired or would have expired upon qualification of 4858
their successors; or 4859
(c) The corporate assets are being misapplied or wasted; 4860
(d) The directors or those in control of the corporation 4861
have acted, are acting, or are reasonably expected to act in a 4862
manner that is illegal or fraudulent; or 4863
(e) The corporation has insufficient assets to continue 4864
its activities and is no longer able to assemble a quorum of 4865
directors or members. 4866
(3) In a proceeding by a creditor if it is established 4867
that: 4868
(a) The creditor's claim has been reduced to judgment, the 4869
execution on the judgment returned unsatisfied, and the 4870
corporation is insolvent; or 4871
(b) The corporation has admitted in writing that the 4872
creditor's claim is due and owing and the corporation is 4873
insolvent. 4874
(4) In a proceeding by the corporation to have its 4875
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 196 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
voluntary dissolution continued under court supervision. 4876
Section 78. Section 617.1431, Florida Statutes, is amended 4877
to read: 4878
617.1431 Procedure for judicial dissolution.— 4879
(1) Venue for a proceeding brought under s. 617.1430 lies 4880
in the circuit court of the applicable county where the 4881
corporation's principal office is or was last located, as shown 4882
by the records of the Department of State, or, if none in this 4883
state, where its registered office is or was last located. 4884
(2) It is not necessary to make members or directors 4885
parties to a proceeding to dissolve a corporation unless relief 4886
is sought against them individually. 4887
(3) A court in a proceeding brought to dissolve a 4888
corporation may issue injunctions, appoint a receiver or 4889
custodian during the proceeding pendente lite with all powers 4890
and duties the court directs, take other action required to 4891
preserve the corporate assets wherever located, and carry on the 4892
affairs of the corporation until a full hearing can be held. 4893
(4) If the court determines that any party has commenced, 4894
continued, or participated in a proceeding under s. 617.1430, 4895
and has acted arbitrarily, frivolously, vexatiously, or in bad 4896
faith, the court may award reasonable attorney fees and costs to 4897
the other parties to the proceeding who have been affected 4898
adversely by such actions. 4899
Section 79. Subsections (1) through (5) of section 4900
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 197 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
617.1432, Florida Statutes, are amended to read: 4901
617.1432 Receivership or custodianship.— 4902
(1) A court in a judicial proceeding brought under s. 4903
617.1430 to dissolve a corporation may appoint one or more 4904
receivers to wind up and liquidate, or one or more custodians to 4905
manage, the affairs of the corporation, except as otherwise 4906
provided herein. The court shall hold a hearing, after notifying 4907
all parties to the proceeding and any interested persons 4908
designated by the court, before appointing a receiver or 4909
custodian. The court appointing a receiver or custodian has 4910
exclusive jurisdiction over the corporation and all of its 4911
property wherever located. A court may not appoint a custodian 4912
or a receiver in a judicial proceeding brought under s. 4913
617.1430(2)(a) or s. 617.1430(2)(b) if the members, directors, 4914
or any person authorized in the articles of incorporation, by 4915
agreement or otherwise, or a court pursuant to s. 617.1435, have 4916
provided for the appointment of a provisional director or other 4917
means for the resolution of the deadlock, but the court may 4918
enforce the remedy so provided, if appropriate. 4919
(2) The court may appoint a natural person or an eligible 4920
entity a corporation authorized to act as a receiver or 4921
custodian. The eligible entity corporation may be a domestic 4922
corporation or a foreign eligible entity corporation authorized 4923
to transact business in this state. The court may require the 4924
receiver or custodian to post bond, with or without sureties, in 4925
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 198 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
an amount the court directs. 4926
(3) The court shall describe the powers and duties of the 4927
receiver or custodian in its appointing order, which may be 4928
amended from time to time. Among other powers: 4929
(a) The receiver: 4930
1. May dispose of all or any part of the assets of the 4931
corporation wherever located, at a public or private sale, if 4932
authorized by the court; and 4933
2. May sue and defend in the receiver's his or her own 4934
name as receiver of the corporation in all courts of this state. 4935
(b) The custodian may exercise all of the powers of the 4936
corporation, through or in place of its board of directors or 4937
officers, to the extent necessary to manage the affairs of the 4938
corporation in the best interests of its members and creditors. 4939
(4) The court during a receivership may redesignate the 4940
receiver to act as a custodian, and during a custodianship may 4941
redesignate the custodian to act as a receiver, if doing so is 4942
consistent with the mission of the corporation and in the best 4943
interests of the corporation, and its members, if any, and 4944
creditors. The court may amend the order designating the 4945
receiver as custodian and custodian as receiver as the court 4946
deems appropriate. 4947
(5) The court from time to time during the receivership or 4948
custodianship may order compensation paid and expense 4949
disbursements or reimbursements made to the receiver or 4950
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 199 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
custodian and his or her counsel for the receiver or custodian 4951
from the assets of the corporation or proceeds from the sale of 4952
the assets. 4953
Section 80. Section 617.1433, Florida Statutes, is amended 4954
to read: 4955
617.1433 Judgment of dissolution.— 4956
(1) If after a hearing in a proceeding under s. 617.1430 4957
the court determines that one or more grounds for judicial 4958
dissolution described in s. 617.1430 exist, it may enter a 4959
judgment dissolving the corporation and specifying the effective 4960
date of the dissolution, and the clerk of the court shall 4961
deliver a certified copy of the judgment to the department of 4962
State, which shall file it. 4963
(2) After entering the judgment of dissolution, the court 4964
shall direct or oversee the winding up and liquidation of the 4965
corporation's affairs in accordance with ss. 617.1405 and 4966
617.1406, and the notification of claimants in accordance with 4967
ss. 617.1407 and 617.1408, subject to the provisions of 4968
subsection (3). 4969
(3) In a proceeding for judicial dissolution, the court 4970
may require all creditors of the corporation to file with the 4971
clerk of the court or with the receiver, in such form as the 4972
court may prescribe, proofs under oath of their respective 4973
claims. If the court requires the filing of claims, it shall fix 4974
a date, which shall be not less than 4 months after the date of 4975
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 200 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
the order, as the last day for filing of claims. The court shall 4976
prescribe the method by which such notice for the deadline for 4977
filing claims that shall be given to creditors and claimants. 4978
Before Prior to the fixed date so fixed, the court may extend 4979
the time for the filing of claims by court order. Creditors and 4980
claimants failing to file proofs of claim on or before the fixed 4981
date so fixed may be barred, by order of court, from 4982
participating in the distribution of the assets of the 4983
corporation. Nothing in This section does not affect affects the 4984
enforceability of any recorded mortgage or lien or the perfected 4985
security interest or rights of a person in possession of real or 4986
personal property. 4987
Section 81. Section 617.1434, Florida Statutes, is created 4988
to read: 4989
617.1434 Alternative remedies to judicial dissolution.— 4990
(1) In a proceeding under s. 617.1430, the court may, as 4991
an alternative to directing the dissolution of the corporation 4992
and upon a showing of sufficient merit to warrant such remedy: 4993
(a) Appoint a receiver or a custodian during the 4994
proceeding as provided in s. 617.1432; 4995
(b) Appoint a provisional director as provided in s. 4996
617.1435; or 4997
(c) Make any order or grant any equitable relief other 4998
than dissolution as in its discretion it may deem appropriate. 4999
(2) Alternative remedies, such as the appointment of a 5000
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 201 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
receiver or custodian, may also be ordered upon a showing of 5001
sufficient merit to warrant such remedy, in advance of directing 5002
the dissolution of the corporation or, after a judgment of 5003
dissolution is entered, to assist in facilitating the winding up 5004
of the corporation. 5005
Section 82. Section 617.1435, Florida Statutes, is created 5006
to read: 5007
617.1435 Provisional director.— 5008
(1)(a) In a proceeding under s. 617.1430(2), the court may 5009
appoint a provisional director if it appears that such 5010
appointment will remedy the grounds alleged by the complaining 5011
members or director to support the jurisdiction of the court 5012
under s. 617.1430. A provisional director may be appointed 5013
notwithstanding the absence of a vacancy on the board of 5014
directors, and such director has all the rights and powers of a 5015
duly elected director, including the right to notice of and to 5016
vote at meetings of directors. 5017
(b) A provisional director retains the rights described in 5018
paragraph (a) until such time as the provisional director is 5019
removed by order of the court or, unless otherwise ordered by a 5020
court, removed by a vote of the members or directors sufficient 5021
either to elect a majority of the board of directors or, if 5022
greater than majority voting is required by the articles of 5023
incorporation or the bylaws, to elect the requisite number of 5024
directors needed to take action. A provisional director shall be 5025
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 202 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
an impartial person who is neither a member nor a creditor of 5026
the corporation or of any subsidiary or affiliate of the 5027
corporation, and whose further qualifications, if any, may be 5028
determined by the court. 5029
(2) The provisional director shall report to the court as 5030
ordered by the court concerning the matter complained of, or the 5031
status of the deadlock, if any, and of the status of the 5032
corporation's affairs, as the court shall direct. A provisional 5033
director is not liable for any action taken or decision made, 5034
except as directors may be liable under s. 617.0831. In 5035
addition, the provisional director must submit to the court, if 5036
so directed, recommendations as to the appropriate disposition 5037
of the action. Whenever a provisional director is appointed, any 5038
officer or director of the corporation may petition the court 5039
for instructions clarifying the duties and responsibilities of 5040
such officer or director. 5041
(3) In any proceeding under which a provisional director 5042
is appointed pursuant to this section, the court must allow 5043
reasonable compensation to the provisional director for services 5044
rendered and reimbursement or direct payment of reasonable costs 5045
and expenses, which amounts shall be paid by the corporation. 5046
Section 83. Section 617.1440, Florida Statutes, is amended 5047
to read: 5048
617.1440 Deposit with Department of Financial Services.—5049
Unless otherwise provided in ss. 617.1407-617.1409, assets of a 5050
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 203 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
dissolved corporation that should be transferred to a creditor, 5051
claimant, member of the corporation, or other person who cannot 5052
be found or who is not competent to receive them must shall be 5053
deposited, or reduced to cash and deposited, as appropriate, 5054
within 6 months after the date fixed for the payment of the 5055
final liquidating distribution, with the Department of Financial 5056
Services for safekeeping, where such assets shall be held as 5057
abandoned property. When the creditor, claimant, member, or 5058
other person furnishes satisfactory proof of entitlement to the 5059
amount or assets deposited, the Department of Financial Services 5060
shall pay the creditor, claimant, member, or other person, or 5061
their him or her or his or her representative for that creditor, 5062
claimant, member or other person, that amount or those assets. 5063
Section 84. Section 617.15015, Florida Statutes, is 5064
created to read: 5065
617.15015 Foreign corporation governing law.— 5066
(1) The laws of this state or other jurisdiction under 5067
which a foreign corporation exists govern: 5068
(a) The organization and internal affairs of the foreign 5069
corporation; and 5070
(b) The interest holder liability of its members. 5071
(2) A foreign corporation may not be denied a certificate 5072
of authority by reason of a difference between the laws of its 5073
jurisdiction of formation and the laws of this state. 5074
(3) A certificate of authority does not authorize a 5075
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 204 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
foreign corporation to engage in any business or exercise any 5076
power that a corporation may not engage in or exercise in this 5077
state. 5078
Section 85. Subsection (4) of section 617.1502, Florida 5079
Statutes, is amended, and subsections (6), (7), and (8) are 5080
added to that section, to read: 5081
617.1502 Consequences of conducting affairs without 5082
authority.— 5083
(4) A foreign corporation which conducts its affairs in 5084
this state without authority to do so is shall be liable to this 5085
state for the years or parts thereof during which it conducted 5086
its affairs in this state without authority in an amount equal 5087
to all fees and taxes which would have been imposed by this 5088
chapter act upon such corporation had it duly applied for and 5089
received authority to conduct its affairs in this state as 5090
required by this chapter act. In addition to the payments thus 5091
prescribed in this subsection, such corporation is shall be 5092
liable for a civil penalty of not less than $500 or more than 5093
$1,000 for each year or part thereof during which it conducts 5094
its affairs in this state without a certificate of authority. 5095
The department of State may collect all penalties due under this 5096
subsection. 5097
(6) A member, an officer, or a director of a foreign 5098
corporation is not liable for the debts, obligations, or other 5099
liabilities of the foreign corporation solely because the 5100
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 205 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
foreign corporation transacted business in this state without a 5101
certificate of authority. 5102
(7) Section 617.15015(1) applies even if a foreign 5103
corporation fails to have a certificate of authority to transact 5104
business in this state. 5105
(8) If a foreign corporation transacts business in this 5106
state without a certificate of authority or cancels its 5107
certificate of authority, it appoints the Secretary of State as 5108
its agent for service of process in proceedings and actions 5109
arising out of the transaction of business in this state. 5110
Section 86. Subsections (1) and (3) of section 617.1503, 5111
Florida Statutes, are amended to read: 5112
617.1503 Application for certificate of authority.— 5113
(1) A foreign corporation may apply for a certificate of 5114
authority to conduct its affairs in this state by delivering an 5115
application to the department of State for filing. Such 5116
application must shall be made on forms prescribed and furnished 5117
by the department of State and must shall set forth: 5118
(a) The name of the foreign corporation or, if its name is 5119
unavailable for use in this state, a corporate name that 5120
satisfies the requirements of s. 617.1506; 5121
(b) The jurisdiction under the law of which it is 5122
incorporated; 5123
(c) Its date of incorporation and period of duration; 5124
(d) The purpose or purposes which it intends to pursue in 5125
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 206 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
this state and a statement that it is authorized to pursue such 5126
purpose or purposes in the jurisdiction of its incorporation; 5127
(e) The street address of its principal office; 5128
(f) The address of its registered office in this state and 5129
the name of its registered agent at that office; 5130
(g) The names and usual business addresses of its current 5131
directors and officers; and 5132
(h) Such additional information as may be necessary or 5133
appropriate in order to enable the department of State to 5134
determine whether such corporation is entitled to file an 5135
application for authority to conduct its affairs in this state 5136
and to determine and assess the fees and taxes payable as 5137
prescribed in this chapter act. 5138
(3) A foreign corporation may not be denied authority to 5139
conduct its affairs in this state by reason of the fact that the 5140
laws of the jurisdiction under which such corporation is 5141
organized governing its organization and internal affairs differ 5142
from the laws of this state. 5143
Section 87. Section 617.1504, Florida Statutes, is amended 5144
to read: 5145
617.1504 Amended certificate of authority.— 5146
(1) A foreign corporation authorized to conduct its 5147
affairs in this state shall make application to the department 5148
of State to obtain an amended certificate of authority if it 5149
changes: 5150
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 207 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
(a) Its corporate name; 5151
(b) The period of its duration; 5152
(c) The purpose or purposes which it intends to pursue in 5153
this state; or 5154
(d) The jurisdiction of its incorporation; or 5155
(e) The name and street address in this state of the 5156
foreign corporation's registered agent in this state, unless the 5157
change was timely made in accordance with s. 617.1508. 5158
(2) Such application must shall be made within 90 days 5159
after the occurrence of any change mentioned in subsection (1), 5160
shall be made on forms prescribed by the department, and must 5161
shall be executed and filed in the same manner as an original 5162
application for authority, and must shall set forth: 5163
(a) The name of the foreign corporation as it appears on 5164
the department's records; 5165
(b) The jurisdiction of its incorporation; 5166
(c) The date it was authorized to conduct its affairs in 5167
this state; 5168
(d) If the name of the foreign corporation has changed, 5169
the name relinquished, the new name, a statement that the change 5170
of name has been effected under the laws of the jurisdiction of 5171
its incorporation, and the date the change was effected; 5172
(e) If the period of duration has changed, a statement of 5173
such change and the date the change was effected; 5174
(f) If the jurisdiction of incorporation has changed, a 5175
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 208 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
statement of such change and the date the change was effected; 5176
and 5177
(g) If the purposes that the foreign corporation intends 5178
to pursue in this state have changed, a statement of such new 5179
purposes, and a further statement that the foreign corporation 5180
is authorized to pursue such purposes in the jurisdiction of its 5181
incorporation. 5182
(3) The requirements of s. 617.1503 for obtaining an 5183
original certificate of authority apply to obtaining an amended 5184
certificate under this section unless the official having 5185
custody of the foreign corporation's publicly filed records in 5186
its jurisdiction of incorporation did not require an amendment 5187
to effectuate the change on its records. 5188
(4) Subject to subsection (3), a foreign corporation 5189
authorized to transact business in this state may make an 5190
application to the department to obtain an amended certificate 5191
of authority to add, remove, or change the name, title, 5192
capacity, or address of an officer or director of the foreign 5193
corporation. 5194
Section 88. Section 617.1505, Florida Statutes, is amended 5195
to read: 5196
617.1505 Effect of certificate of authority.— 5197
(1) Unless the department determines that an application 5198
for a certificate of authority does not comply with the filing 5199
requirements of this chapter, upon payment of all filing fees, a 5200
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 209 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
certificate of authority authorizes the foreign corporation to 5201
which it is issued to conduct its affairs in this state subject, 5202
however, to the right of the department of State to suspend or 5203
revoke the certificate as provided in this chapter act. 5204
(2) A foreign corporation with a valid certificate of 5205
authority has the same but no greater rights and has the same 5206
but no greater privileges as, and except as otherwise provided 5207
by this chapter act is subject to the same duties, restrictions, 5208
penalties, and liabilities now or later imposed on, a domestic 5209
corporation of like character. 5210
(3) This act does not authorize this state to regulate the 5211
organization or internal affairs of a foreign corporation 5212
authorized to conduct its affairs in this state. 5213
Section 89. Section 617.1506, Florida Statutes, is amended 5214
to read: 5215
617.1506 Corporate name of foreign corporation.— 5216
(1) A foreign corporation whose name is unavailable under 5217
or whose name does not otherwise comply with s. 617.0401 must 5218
use an alternate name that complies with s. 617.0401 to transact 5219
business in this state. An alternate name adopted for use in 5220
this state must be cross-referenced to the actual name of the 5221
foreign corporation in the records of the Division of 5222
Corporations, provided that no cross-reference is required if 5223
the alternate name involves no more than adding the suffix 5224
"corporation" or "incorporated" or the abbreviation "Corp.," or 5225
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 210 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
"Inc.," or the designation "Corp" or "Inc" to the name; provided 5226
that the name of a foreign corporation may not contain the word 5227
"company" or the abbreviation "co." If the actual name of the 5228
foreign corporation subsequently becomes available in this state 5229
and the foreign corporation elects to operate in this state 5230
under its actual name, or the foreign corporation chooses to 5231
change its alternate name, a record approving the election or 5232
change, as the case may be, by its board of directors or by its 5233
members if such members are entitled to vote on such a record, 5234
and signed as required pursuant to s. 617.01201, must be 5235
delivered to the department for filing may not file an 5236
application for a certificate of authority unless the corporate 5237
name of such corporation satisfies the requirements of s. 5238
617.0401. To obtain or maintain a certificate of authority to 5239
transact business in this state, the foreign corporation: 5240
(a) May add the word "corporation" or "incorporated" or 5241
the abbreviation "corp." or "inc." or words of like import, 5242
which clearly indicate that it is a corporation instead of a 5243
natural person or partnership or other business entity; however, 5244
the name of a foreign corporation may not contain the word 5245
"company" or the abbreviation "co."; or 5246
(b) May use an alternate name to transact business in this 5247
state if its real name is unavailable. Any alternate corporate 5248
name adopted for use in this state must be cross-referenced to 5249
the real corporate name in the records of the Division of 5250
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 211 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
Corporations. If the real corporate name of the corporation 5251
becomes available in this state or if the corporation chooses to 5252
change its alternate name, a copy of the resolution of its board 5253
of directors, changing or withdrawing the alternate name and 5254
executed as required by s. 617.01201, must be delivered for 5255
filing. 5256
(2) The corporate name, including the alternate name, of a 5257
foreign corporation must be distinguishable, within the records 5258
of the Division of Corporations, from: 5259
(a) Any corporate name of a corporation for profit 5260
incorporated or authorized to transact business in this state. 5261
(b) The alternate name of another foreign corporation 5262
authorized to transact business in this state. 5263
(c) The corporate name of a nonprofit not-for-profit 5264
corporation incorporated or authorized to transact business in 5265
this state. 5266
(d) The names of all other entities or filings, except 5267
fictitious name registrations pursuant to s. 865.09, organized, 5268
or registered under the laws of this state, that are on file 5269
with the Division of Corporations. 5270
(3) A foreign corporation that adopts an alternate name 5271
under subsection (1) and obtains a certificate of authority with 5272
the alternate name need not comply with s. 865.09 with respect 5273
to the alternate name. 5274
(4) So long as a foreign corporation maintains a 5275
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 212 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
certificate of authority with an alternate name, it may transact 5276
business in this state under the alternate name unless the 5277
foreign corporation is authorized under s. 865.09 to transact 5278
business in this state under another name. 5279
(5) If a foreign corporation authorized to transact 5280
business in this state changes its corporate name to one that 5281
does not satisfy the requirements of s. 617.0401, such 5282
corporation may not transact business in this state under the 5283
changed name until the corporation adopts a name satisfying the 5284
requirements of s. 617.0401 and obtains an amended certificate 5285
of authority under s. 617.1504. 5286
(6) Notwithstanding this section, a foreign corporation 5287
may register under a name that is not otherwise distinguishable 5288
on the records of another entity registered with the department 5289
if: 5290
(a) The other entity consents to the use and submits an 5291
undertaking in a form satisfactory to the Secretary of State to 5292
change its name to a name that is distinguishable upon the 5293
records of the department from the name of the applying 5294
corporation; or 5295
(b) The applicant delivers to the department a certified 5296
copy of a final judgment of a court of competent jurisdiction 5297
establishing the applicant's right to use the name applied for 5298
in the state. 5299
Section 90. Subsections (2) and (3) of section 617.1507, 5300
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 213 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
Florida Statutes, are amended, and subsection (4), (5), and (6) 5301
are added to that section, to read: 5302
617.1507 Registered office and registered agent of foreign 5303
corporation.— 5304
(2) Each initial A registered agent, and each appointed 5305
pursuant to this section or a successor registered agent 5306
appointed pursuant to s. 617.1508 on whom process may be served 5307
shall each file a statement in writing with the department of 5308
State, in the such form and manner as shall be prescribed by the 5309
department, accepting the appointment as a registered agent 5310
while simultaneously with his or her being designated as the 5311
registered agent. Such statement of acceptance shall state that 5312
the registered agent is familiar with, and accepts, the 5313
obligations of that position. 5314
(3) The duties of a registered agent are: 5315
(a) To forward to the foreign corporation at the address 5316
most recently supplied to the registered agent by the foreign 5317
corporation, a process, notice, or demand pertaining to the 5318
foreign corporation which is served on or received by the 5319
registered agent; and 5320
(b) If the registered agent resigns, to provide the 5321
statement required under s. 617.1509 to the foreign corporation 5322
at the address most recently supplied to the registered agent by 5323
the foreign corporation For purposes of this section, 5324
"authorized entity" means: 5325
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 214 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
(a) A corporation for profit; 5326
(b) A limited liability company; 5327
(c) A limited liability partnership; or 5328
(d) A limited partnership, including a limited liability 5329
limited partnership. 5330
(4) The department shall maintain an accurate record of 5331
the registered agents and registered offices for service of 5332
process and promptly furnish any information disclosed thereby 5333
upon request and payment of the required fee. 5334
(5) A foreign corporation may not prosecute or maintain 5335
any action in a court in this state until the foreign 5336
corporation complies with this section, pays to the department 5337
the amounts required by this chapter, and, to the extent ordered 5338
by a court of competent jurisdiction, pays to the department a 5339
penalty of $5 for each day it has failed to so comply, or $500, 5340
whichever is less. 5341
(6) A court may stay a proceeding commenced by a foreign 5342
corporation until the corporation complies with this section. 5343
Section 91. Section 617.1508, Florida Statutes, is amended 5344
to read: 5345
617.1508 Change of registered office and registered agent 5346
of foreign corporation.— 5347
(1) A foreign corporation authorized to conduct its 5348
affairs in this state may change its registered office or 5349
registered agent by delivering to the department of State for 5350
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 215 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
filing a statement of change that sets forth: 5351
(a) Its name; 5352
(b) The street address of its current registered office; 5353
(c) If the current registered office is to be changed, the 5354
street address of its new registered office; 5355
(d) The name of its current registered agent; and 5356
(e) If the current registered agent is to be changed, the 5357
name of its new registered agent and the new agent's written 5358
consent described in s. 617.1507(3), (either on the statement or 5359
attached to it,) to the appointment; 5360
(f) That, after the change or changes are made, the street 5361
address of its registered office and the business office of its 5362
registered agent will be identical; and 5363
(g) That any such change was authorized by resolution duly 5364
adopted by its board of directors or by an officer of the 5365
corporation so authorized by the board of directors. 5366
(2) A statement of change is effective when filed by the 5367
department. 5368
(3) If a registered agent changes the name or street 5369
address of the registered agent's his or her business office, 5370
they he or she may change the name or street address of the 5371
registered office of any foreign corporation for which they are 5372
he or she is the registered agent by notifying the corporation 5373
in writing of the change and signing, (either manually or in 5374
facsimile,) and delivering to the department of State for filing 5375
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 216 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
a statement of change that complies with the requirements of 5376
paragraphs (1)(a)-(e) (1)(a)-(f) and recites that the 5377
corporation has been notified of the change. 5378
(4) The changes described in this section may also be made 5379
on the foreign corporation's annual report or in an application 5380
for reinstatement filed with the department under s. 617.1422. 5381
Section 92. Section 617.1509, Florida Statutes, is amended 5382
to read: 5383
617.1509 Resignation of registered agent of foreign 5384
corporation.— 5385
(1) The registered agent of a foreign corporation may 5386
resign as agent his or her agency appointment by signing and 5387
delivering to the department of State for filing a statement of 5388
resignation and mailing a copy of such statement to the 5389
corporation at the corporation's principal office address shown 5390
in its most recent annual report or, if none, shown in its 5391
application for a certificate of authority or other most 5392
recently filed document. After delivering the statement of 5393
resignation to the department for filing, the registered agent 5394
must promptly mail a copy to the foreign corporation at its 5395
current mailing address The statement of resignation must state 5396
that a copy of such statement has been mailed to the corporation 5397
at the address so stated. The statement of resignation may 5398
include a statement that the registered office is also 5399
discontinued. 5400
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 217 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
(2) A registered agent is terminated upon the earlier of: 5401
(a) The 31st day after the department files the statement 5402
of resignation; or 5403
(b) When a statement of change or other record designating 5404
a new registered agent is filed with the department The agency 5405
appointment is terminated as of the 31st day after the date on 5406
which the statement was filed and, unless otherwise provided in 5407
the statement, termination of the agency acts as a termination 5408
of the registered office. 5409
(3) When a statement of resignation takes effect, the 5410
registered agent ceases to have responsibility for a matter 5411
thereafter tendered to them as agent for the foreign 5412
corporation. The resignation does not affect contractual rights 5413
that the foreign corporation has against the agent or that the 5414
agent has against the foreign corporation. 5415
(4) A registered agent may resign from a foreign 5416
corporation regardless of whether the foreign corporation has 5417
active status. 5418
Section 93. Section 617.15091, Florida Statutes, is 5419
created to read: 5420
617.15091 Delivery of notice or other communication.— 5421
(1) Except as otherwise provided in this chapter, 5422
permissible means of delivery of a notice or other communication 5423
includes delivery by hand, the United States Postal Service, a 5424
commercial delivery service, and electronic transmission, all as 5425
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 218 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
more particularly described in s. 617.0141. 5426
(2) Except as provided in subsection (3), delivery to the 5427
department is effective only when a notice or other 5428
communication is received by the department. 5429
(3) If a check is mailed to the department for payment of 5430
an annual report fee, the check is deemed to have been received 5431
by the department as of the postmark date appearing on the 5432
envelope or package transmitting the check if the envelope or 5433
the package is received by the department. 5434
Section 94. Section 617.1520, Florida Statutes, is amended 5435
to read: 5436
(Substantial rewording of section. 5437
See s. 617.1520, F.S., for present text.) 5438
617.1520 Withdrawal and cancellation of certificate of 5439
authority for foreign corporation.— 5440
(1) To cancel its certificate of authority to conduct 5441
affairs in this state, a foreign corporation must deliver to the 5442
department for filing a notice of withdrawal of certificate of 5443
authority. The certificate of authority is canceled when the 5444
notice of withdrawal becomes effective pursuant to s. 617.0123. 5445
The notice of withdrawal of certificate of authority must be 5446
signed by an officer or a director and state all of the 5447
following: 5448
(a) The name of the foreign corporation as it appears on 5449
the records with the department. 5450
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 219 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
(b) The name of the foreign corporation's jurisdiction of 5451
incorporation. 5452
(c) The date the foreign corporation was authorized to 5453
conduct affairs in this state. 5454
(d) That the foreign corporation is withdrawing its 5455
certificate of authority in this state. 5456
(e) That the foreign corporation revokes the authority of 5457
its registered agent to accept service on its behalf and 5458
appoints the Secretary of State as its agent for service of 5459
process based on a cause of action arising during the time it 5460
was authorized to conduct its affairs in this state. 5461
(f) A mailing address and an e-mail address to which a 5462
party seeking to effectuate service of process may send a copy 5463
of any process served on the Secretary of State under paragraph 5464
(e). 5465
(g) A commitment to notify the department in the future of 5466
any change in its mailing address or e-mail address. 5467
(2) After the withdrawal of the foreign corporation is 5468
effective, service of process is on the Secretary of State using 5469
the procedures in s. 48.161 for service on the foreign 5470
corporation. 5471
Section 95. Section 617.1521, Florida Statutes, is created 5472
to read: 5473
617.1521 Withdrawal of certificate of authority deemed on 5474
conversion to domestic filing entity.—A foreign corporation 5475
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 220 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
authorized to conduct affairs in this state that converts to a 5476
domestic corporation or another domestic eligible entity that is 5477
organized, incorporated, registered, or otherwise formed through 5478
the delivery of a record to the department for filing is deemed 5479
to have withdrawn its certificate of authority on the effective 5480
date of the conversion. 5481
Section 96. Section 617.1522, Florida Statutes, is created 5482
to read: 5483
617.1522 Withdrawal on dissolution, merger, or conversion 5484
to certain non-filing entities.— 5485
(1) A foreign corporation that is authorized to conduct 5486
affairs in this state that has dissolved and completed winding 5487
up, has merged into a foreign eligible entity that is not 5488
authorized to conduct affairs in this state, or has converted to 5489
a domestic or foreign eligible entity that is not organized, 5490
incorporated, registered, or otherwise formed through the public 5491
filing of a record, must deliver a notice of withdrawal of 5492
certificate of authority to the department for filing in 5493
accordance with s. 617.1520. 5494
(2) After a withdrawal under this section of a foreign 5495
corporation that has converted to another type of entity is 5496
effective, service of process in any action or proceeding based 5497
on a cause of action arising during the time the foreign 5498
corporation was authorized to conduct affairs in this state may 5499
be made pursuant to s. 617.1510. 5500
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 221 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
Section 97. Section 617.1523, Florida Statutes, is created 5501
to read: 5502
617.1523 Action against foreign corporation by Department 5503
of Legal Affairs.—The Department of Legal Affairs may maintain 5504
an action to enjoin a foreign corporation from conducting 5505
affairs in this state in violation of this chapter. 5506
Section 98. Section 617.1530, Florida Statutes, is amended 5507
to read: 5508
617.1530 Grounds for Revocation of certificate of 5509
authority to transact business.— 5510
(1) A conduct affairs.—The Department of State may 5511
commence a proceeding under s. 617.1531 to revoke the 5512
certificate of authority of a foreign corporation to transact 5513
business authorized to conduct its affairs in this state may be 5514
revoked by the department if: 5515
(a)(1) The foreign corporation does not deliver has failed 5516
to file its annual report to with the department of State by 5 5517
p.m. Eastern Time on the third Friday in September of each 5518
year;. 5519
(b)(2) The foreign corporation does not pay a fee or 5520
penalty due to, within the department under time required by 5521
this chapter; act, any fees, taxes, or penalties imposed by this 5522
act or other law. 5523
(c)(3) The foreign corporation does not appoint and 5524
maintain is without a registered agent as required by s. 5525
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 222 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
617.1507; or registered office in this state for 30 days or 5526
more. 5527
(4) The foreign corporation does not notify the Department 5528
of State under s. 617.1508 or s. 617.1509 that its registered 5529
agent has resigned or that its registered office has been 5530
discontinued within 30 days after the date of such resignation 5531
or discontinuance. 5532
(d)(5) The foreign corporation does not deliver for filing 5533
a statement of a change under s. 617.1508 within 30 days after 5534
the change in the name or address of the agent has occurred, 5535
unless, within 30 days after the change occurred, either: 5536
1. The registered agent files a statement of change under 5537
s. 617.1508; or 5538
2. The change was made in accordance with s. 617.1508(4) 5539
or s. 617.1504(1)(e); 5540
(e) The foreign corporation has failed to amend its 5541
certificate of authority to reflect a change in its name on the 5542
records of the department or its jurisdiction of incorporation; 5543
(f) The foreign corporation's period of duration stated in 5544
its articles of incorporation has expired; 5545
(g) An incorporator, director, officer, or agent of the 5546
foreign corporation signs signed a document that he or she knew 5547
was false in a any material respect with the intent that the 5548
document be delivered to the department of State for filing;. 5549
(h)(6) The department receives a duly authenticated 5550
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 223 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
certificate from the secretary of state or other official having 5551
custody of corporate records in the jurisdiction under the law 5552
of which the foreign corporation is incorporated stating that it 5553
has been dissolved or is no longer active on the official's 5554
record; or disappeared as the result of a merger. 5555
(i)(7) The foreign corporation has failed to answer 5556
truthfully and fully, within the time prescribed by this chapter 5557
act, interrogatories propounded by the department of State. 5558
(2) Revocation of a foreign corporation's certificate of 5559
authority for failure to file an annual report shall occur on 5560
the fourth Friday in September of each year. The department 5561
shall issue a notice in a record of the revocation to the 5562
revoked foreign corporation. Issuance of the notice may be made 5563
by electronic transmission to a foreign corporation that has 5564
provided the department with an e-mail address. 5565
(3) If the department determines that one or more grounds 5566
exist under paragraph (1)(b) for revoking a foreign 5567
corporation's certificate of authority, the department shall 5568
issue a notice in a record to the foreign corporation of the 5569
department's intent to revoke the certificate of authority. 5570
Issuance of the notice may be made by electronic transmission to 5571
a foreign corporation that has provided the department with an 5572
e-mail address. 5573
(4) If, within 60 days after the department sends the 5574
notice of intent to revoke in accordance with subsection (3), 5575
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 224 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
and the foreign corporation does not correct each ground for 5576
revocation or demonstrate to the reasonable satisfaction of the 5577
department that each ground determined by the department does 5578
not exist, the department shall revoke the foreign corporation's 5579
authority to transact business in this state and issue a notice 5580
in a record of revocation which states the grounds for 5581
revocation. Issuance of the notice may be made by electronic 5582
transmission to a foreign corporation that has provided the 5583
department with an e-mail address. 5584
(5) Revocation of a foreign corporation's certificate of 5585
authority does not terminate the authority of the registered 5586
agent of the corporation. 5587
Section 99. Section 617.15315, Florida Statutes, is 5588
created to read: 5589
617.15315 Reinstatement following revocation.— 5590
(1) A foreign corporation whose certificate of authority 5591
has been revoked pursuant to s. 617.1530 or former s. 617.1531 5592
may apply to the department for reinstatement at any time after 5593
the effective date of revocation of authority. The foreign 5594
corporation applying for reinstatement must submit all fees and 5595
penalties then owed by the foreign corporation at rates provided 5596
by law at the time the foreign corporation applies for 5597
reinstatement, together with an application for reinstatement 5598
prescribed and furnished by the department, which is signed by 5599
both the registered agent and an officer or director of the 5600
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 225 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
foreign corporation and states: 5601
(a) The name under which the foreign corporation is 5602
authorized to conduct affairs in this state. 5603
(b) The street address of the foreign corporation's 5604
principal office and mailing address. 5605
(c) The jurisdiction of the foreign corporation's 5606
formation and the date on which it became qualified to conduct 5607
affairs in this state. 5608
(d) The foreign corporation's federal employer 5609
identification number or, if none, whether one has been applied 5610
for. 5611
(e) The name, title or capacity, and address of at least 5612
one officer or director of the foreign corporation. 5613
(f) Additional information that is necessary or 5614
appropriate to enable the department to carry out this chapter. 5615
(2) In lieu of the requirement to file an application for 5616
reinstatement as described in subsection (1), a foreign 5617
corporation whose certificate of authority has been revoked may 5618
submit all fees and penalties owed by the corporation at the 5619
rates provided by law at the time the corporation applies for 5620
reinstatement, together with a current annual report, signed by 5621
both the registered agent and an officer or director of the 5622
corporation, which contains the information described in 5623
subsection (1). 5624
(3) If the department determines that an application for 5625
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 226 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
reinstatement contains the information required under subsection 5626
(1) or subsection (2) and that the information is correct, upon 5627
payment of all required fees and penalties, the department shall 5628
reinstate the foreign corporation's certificate of authority. 5629
(4) When a reinstatement becomes effective, it relates 5630
back to and takes effect as of the effective date of the 5631
revocation of authority, and the foreign corporation may operate 5632
in this state as if the revocation of authority had never 5633
occurred. 5634
(5) The name of the foreign corporation whose certificate 5635
of authority has been revoked is not available for assumption or 5636
use by another eligible entity until 1 year after the effective 5637
date of revocation of authority unless the corporation provides 5638
the department with a record signed as required by s. 617.01201, 5639
which authorizes the immediate assumption or use of the name by 5640
another eligible entity. 5641
(6) If the name of the foreign corporation applying for 5642
reinstatement has been lawfully assumed in this state by another 5643
eligible entity, the department must require the foreign 5644
corporation to comply with s. 617.1506 before accepting its 5645
application for reinstatement. 5646
Section 100. Section 617.1532, Florida Statutes, is 5647
amended to read: 5648
(Substantial rewording of section. 5649
See s. 617.1532, F.S., for present text.) 5650
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 227 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
617.1532 Judicial review of denial of reinstatement.— 5651
(1) If the department denies a foreign corporation's 5652
application for reinstatement after revocation of its 5653
certificate of authority, the department shall serve the foreign 5654
corporation pursuant to s. 617.1510 with a written notice that 5655
explains the reasons for the denial. 5656
(2) Within 30 days after service of a notice of denial of 5657
reinstatement, a foreign corporation may appeal the department's 5658
denial by petitioning the Circuit Court of Leon County to set 5659
aside the revocation. The petition must be served on the 5660
department and contain a copy of the department's notice of 5661
revocation, the foreign corporation's application for 5662
reinstatement, and the department's notice of denial. 5663
(3) The circuit court may order the department to 5664
reinstate the certificate of authority of the foreign 5665
corporation or take other action the court considers 5666
appropriate. 5667
(4) The circuit court's final decision may be appealed as 5668
in other civil proceedings. 5669
Section 101. Section 617.1601, Florida Statutes, is 5670
amended to read: 5671
617.1601 Corporate records.— 5672
(1) A corporation shall maintain the following records: 5673
(a) Its articles of incorporation, as currently in effect. 5674
(b) Its bylaws, as currently in effect. 5675
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 228 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
(c) If the corporation has members, the minutes of all 5676
members' meetings and records of all action taken by members 5677
without a meeting for the past 3 years. 5678
(d) The minutes of all meetings of its board of directors, 5679
a record of all actions taken by the board of directors without 5680
a meeting, and a record of all actions taken by a committee of 5681
the board of directors in place of the board of directors on 5682
behalf of the corporation. 5683
(e) If the corporation has members, all written 5684
communications within the past 3 years to members generally or 5685
to members of a class, including the financial statements 5686
furnished for the past 3 years under s. 617.1605. 5687
(f) A list of the names and business street addresses, or 5688
the home street addresses if there is no business street 5689
address, of its current directors and officers. 5690
(g) Its most recent annual report delivered to the 5691
department under s. 617.1622 keep as records minutes of all 5692
meetings of its members and board of directors, a record of all 5693
actions taken by the members or board of directors without a 5694
meeting, and a record of all actions taken by a committee of the 5695
board of directors in place of the board of directors on behalf 5696
of the corporation. 5697
(2) A corporation shall maintain accurate accounting 5698
records in a form that permits preparation of its financial 5699
statements as required by s. 617.1605. 5700
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 229 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
(3) If a corporation has members, a corporation or its 5701
agent must shall maintain a record of its members in a form that 5702
permits preparation of a list of the names and addresses, which 5703
may be an e-mail address or other electronic contact 5704
information, of all members in alphabetical order by class of 5705
voting members. This subsection does not require the corporation 5706
to include the e-mail address or other electronic contact 5707
information of a member in such record. 5708
(4) A corporation shall maintain the its records specified 5709
in this section in a manner that allows them to be made 5710
available for inspection written form or in another form capable 5711
of conversion into written form within a reasonable time. 5712
(5) A corporation shall keep a copy of the following 5713
records: 5714
(a) Its articles of incorporation or restated articles of 5715
incorporation and all amendments to them currently in effect. 5716
(b) Its bylaws or restated bylaws and all amendments to 5717
them currently in effect. 5718
(c) The minutes of all members' meetings and records of 5719
all action taken by members without a meeting for the past 3 5720
years. 5721
(d) Written communications to all members generally or all 5722
members of a class within the past 3 years, including the 5723
financial statements furnished for the past 3 years under s. 5724
617.1605. 5725
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 230 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
(e) A list of the names and business street, or home if 5726
there is no business street, addresses of its current directors 5727
and officers. 5728
(f) Its most recent annual report delivered to the 5729
Department of State under s. 617.1622. 5730
Section 102. Section 617.1602, Florida Statutes, is 5731
amended to read: 5732
617.1602 Inspection of records by members.— 5733
(1) A member of a corporation is entitled to inspect and 5734
copy, during regular business hours at the corporation's 5735
principal office or at a reasonable location specified by the 5736
corporation, any of the records of the corporation described in 5737
s. 617.1601(1) s. 617.1601(5), excluding minutes of meetings of, 5738
and records of actions taken without a meeting by, the 5739
corporation's board of directors and any committee of the 5740
corporation, if the member delivers to gives the corporation 5741
written notice of the member's his or her demand at least 5 10 5742
business days before the date on which the member he or she 5743
wishes to inspect and copy. 5744
(2) A member of a corporation is entitled to inspect and 5745
copy, during regular business hours at a reasonable location 5746
specified by the corporation, any of the following records of 5747
the corporation if the member meets the requirements of 5748
subsection (3) and gives the corporation written notice of the 5749
member's his or her demand at least 5 10 business days before 5750
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 231 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
the date on which the member he or she wishes to inspect and 5751
copy: 5752
(a) Excerpts from minutes of any meeting of, or records of 5753
any actions taken without a meeting by, the corporation's board 5754
of directors and board committees of the corporation maintained 5755
in accordance with s. 617.1601(1)(d);, records of any action of 5756
a committee of the board of directors while acting in place of 5757
the board of directors on behalf of the corporation, minutes of 5758
any meeting of the members, and records of action taken by the 5759
members or board of directors without a meeting, to the extent 5760
not subject to inspection under subsection (1). 5761
(b) Accounting records of the corporation;. 5762
(c) The record of members maintained in accordance with s. 5763
617.1601(3); and. 5764
(d) Any other books and records. 5765
(3) A member may inspect and copy the records described in 5766
subsection (2) only if: 5767
(a) The member's demand is made in good faith and for a 5768
proper purpose; 5769
(b) The member's demand member describes with reasonable 5770
particularity the member's his or her purpose and the records 5771
the member he or she desires to inspect; and 5772
(c) The records are directly connected with the member's 5773
purpose. 5774
(4) The corporation may impose reasonable restrictions on 5775
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 232 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
the disclosure, use, or distribution of, and reasonable 5776
obligations to maintain the confidentiality of, records 5777
described in subsection (2). 5778
(5) For any meeting of members for which the record date 5779
for determining members entitled to vote at the meeting is 5780
different than the record date for notice of the meeting, any 5781
person who becomes a member after the record date for notice of 5782
the meeting and is entitled to vote at the meeting is entitled 5783
to obtain from the corporation upon request the notice and any 5784
other information provided by the corporation to members in 5785
connection with the meeting, unless the corporation has made 5786
such information generally available to members by posting it on 5787
its website or by other generally recognized means. Failure of a 5788
corporation to provide such information does not affect the 5789
validity of action taken at the meeting. 5790
(6) The right of inspection granted by this section may 5791
not be abolished or limited by a corporation's articles of 5792
incorporation or bylaws. 5793
(7)(4) This section does not affect: 5794
(a) The right of a member in litigation with the 5795
corporation to inspect and copy records to the same extent as 5796
any other litigant; or. 5797
(b) The power of a court, independently of this chapter, 5798
to compel the production of corporate records for examination 5799
and to impose reasonable restrictions as provided in s. 5800
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 233 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
617.1604(3), provided that, in the case of production of records 5801
described in subsection (2) at the request of the member, the 5802
member has met the requirements of subsection (3). 5803
(8)(5) A corporation may deny any demand for inspection 5804
made pursuant to subsection (2) if the demand was made for an 5805
improper purpose, or if the demanding member has within 2 years 5806
preceding the member's his or her demand sold or offered for 5807
sale any list of members of the corporation or any other 5808
corporation, has aided or abetted any person in procuring any 5809
list of members for any such purpose, or has improperly used any 5810
information secured through any prior examination of the records 5811
of the corporation or any other corporation. 5812
(9) A member may not sell or otherwise distribute any 5813
information or records inspected under this section, except to 5814
the extent that such use is for a proper purpose. 5815
(10) Without consent of the board of directors, a 5816
membership list or any part thereof may not be obtained or used 5817
by any person for any purpose unrelated to a member's interest 5818
as a member. Without limiting the foregoing, without the consent 5819
of the board, a membership list or any part thereof may not be: 5820
(a) Used to solicit money or property unless the money or 5821
property will be used solely to solicit the votes of the 5822
members; 5823
(b) Used for any commercial purpose; or 5824
(c) Sold to or purchased by any person. 5825
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 234 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
(11)(6) For purposes of this section, the term "member" 5826
includes a beneficial owner whose beneficial interest is shares 5827
are held in a voting trust or by a nominee on the individual's 5828
his or her behalf. 5829
(12)(7) For purposes of this section, a "proper purpose" 5830
means a purpose reasonably related to such person's interest as 5831
a member. 5832
(13) The rights of a member to obtain records under 5833
subsections (1) and (2) apply to the records of subsidiaries of 5834
the corporation. 5835
Section 103. Section 617.1603, Florida Statutes, is 5836
amended to read: 5837
617.1603 Scope of inspection right.— 5838
(1) A member's agent or attorney has the same inspection 5839
and copying rights as the member he or she represents. 5840
(2) The corporation may, if deemed reasonable, satisfy the 5841
right of a member to copy records under s. 617.1602 by 5842
furnishing to the member copies by such means as are chosen by 5843
the corporation, including furnishing copies through electronic 5844
delivery The right to copy records under s. 617.1602 includes, 5845
if reasonable, the right to receive copies made by photographic, 5846
xerographic, or other means. 5847
(3) The corporation may impose a reasonable charge, 5848
covering the costs of labor and material, for copies of any 5849
documents provided to the member. The charge may not exceed the 5850
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 235 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
estimated cost of production or reproduction of the records. If 5851
the records are kept in other than written form, the corporation 5852
must shall convert such records into written form upon the 5853
request of any person entitled to inspect the same. The 5854
corporation shall bear the reasonable costs of converting any 5855
records described in s. 617.1601(1) s. 617.1601(5). The 5856
requesting member shall bear the costs, including the cost of 5857
compiling the information requested, incurred to convert any 5858
records described in s. 617.1602(2). 5859
(4) If requested by a member, the corporation shall comply 5860
with a member's demand to inspect the records of members under 5861
s. 617.1602(2)(c) by providing the member him or her with a list 5862
of its members of the nature described in s. 617.1601(3). Such a 5863
list must shall be compiled as of the last record date for which 5864
it has been compiled or as of a subsequent date if specified by 5865
the member. 5866
Section 104. Section 617.1604, Florida Statutes, is 5867
amended to read: 5868
617.1604 Court-ordered inspection.— 5869
(1) If a corporation does not, within a reasonable time, 5870
allow a member who complies with s. 617.1602 to inspect and copy 5871
any record, and the member complies with any prerequisites to 5872
inspection and copying imposed by this section, the member may 5873
apply to the circuit court in the county where the corporation's 5874
principal office, or, if none in this state, its registered 5875
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 236 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
office, is located for an order to permit inspection and copying 5876
of the records demanded. The court shall dispose of an 5877
application under this subsection on an expedited summary basis. 5878
(2) If the court orders inspection or copying of the 5879
records demanded, it shall also order the corporation and the 5880
custodian of the particular records demanded to pay the member's 5881
costs, including reasonable attorney attorney's fees, reasonably 5882
incurred to obtain the order and enforce its rights under this 5883
section unless the corporation establishes that the corporation, 5884
or the officer, director, or agent, as the case may be, provides 5885
that it or he or she refused inspection in good faith because it 5886
or he or she had: 5887
(a) A reasonable basis for doubt about the right of the 5888
member to inspect or copy the records demanded; or 5889
(b) Required reasonable restrictions on the disclosure, 5890
use, or distribution of, and reasonable obligations to maintain 5891
the confidentiality of, such records demanded to which the 5892
demanding member had been unwilling to agree. 5893
(3) If the court orders inspection or copying of the 5894
records demanded, it may impose reasonable restrictions on their 5895
confidentiality and the use or distribution of the records by 5896
the demanding member. 5897
Section 105. Section 617.1605, Florida Statutes, is 5898
amended to read: 5899
617.1605 Financial reports for members.— 5900
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 237 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
(1) A corporation, upon a member's written demand, shall 5901
furnish that member its latest annual financial statements, 5902
which may be consolidated or combined statements of the 5903
corporation and one or more of its subsidiaries or affiliates, 5904
as appropriate, and which include a balance sheet as of the end 5905
of the fiscal year and a statement of operations for that year. 5906
If financial statements are prepared for the corporation on the 5907
basis of generally accepted accounting principles, the annual 5908
financial statements must also be prepared on such basis. 5909
(2) A corporation must deliver or make available the 5910
latest annual financial statements to such member within 5 5911
business days after the request if the annual financial 5912
statements have already been prepared and are available. If the 5913
annual financial statements have not been prepared for the 5914
fiscal year requested, the corporation must notify the member 5915
within 5 business days that the annual financial statements have 5916
not yet been prepared and must deliver or make available such 5917
annual financial statements to the member within 60 days after 5918
the corporation receives the request, or within such additional 5919
time thereafter as is reasonably necessary to enable the 5920
corporation to prepare its annual financial statements if, for 5921
reasons beyond the corporation's control, it is unable to 5922
prepare its annual financial statements within the prescribed 5923
period. 5924
(3) A corporation may fulfill its responsibilities under 5925
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 238 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
this section by delivering the specified annual financial 5926
statements by posting the specified annual financial statements 5927
on its website or by any other generally recognized means. 5928
(4) Notwithstanding subsections (1), (2), and (3): 5929
(a) As a condition to delivering or making available 5930
annual financial statements to any requesting member, the 5931
corporation may require the requesting member to agree to 5932
reasonable restrictions on the confidentiality, use, and 5933
distribution of such annual financial statements; and 5934
(b) The corporation may, if it reasonably determines that 5935
the member's request is not made in good faith or for a proper 5936
purpose, decline to deliver or make available such annual 5937
financial statements to that member. 5938
(5) If a corporation does not respond to a member's 5939
request for annual financial statements pursuant to this section 5940
within the applicable period specified in subsection (2), all of 5941
the following apply: 5942
(a) The requesting member may apply to the circuit court 5943
in the applicable county for an order requiring delivery of or 5944
access to the requested annual financial statements. The court 5945
shall dispose of an application under this subsection on an 5946
expedited basis. 5947
(b) If the court orders delivery or access to the 5948
requested annual financial statements, it may impose reasonable 5949
restrictions on their confidentiality, use, or distribution. 5950
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 239 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
(c) In such proceeding, if the corporation has declined to 5951
deliver or make available such annual financial statements 5952
because the member had been unwilling to agree to restrictions 5953
proposed by the corporation on the confidentiality, use, and 5954
distribution of such financial statements, the corporation has 5955
the burden of demonstrating that the restrictions proposed by 5956
the corporation were reasonable. 5957
(d) In such a proceeding, if the corporation has declined 5958
to deliver or make available such annual financial statements 5959
pursuant to this section, the corporation has the burden of 5960
demonstrating that it reasonably determined that the member's 5961
request was not made in good faith or for a proper purpose. 5962
(6) If the court orders delivery or access to the 5963
requested annual financial statements, it shall order the 5964
corporation to pay the member's expenses, including reasonable 5965
attorney fees, incurred to obtain such order unless the 5966
corporation establishes that it had refused delivery or access 5967
to the requested annual financial statements because the member 5968
had refused to agree to reasonable restrictions on the 5969
confidentiality, use, or distribution of the annual financial 5970
statements or that the corporation had reasonably determined 5971
that the member's request was not made in good faith or for a 5972
proper purpose. 5973
Section 106. Section 617.16051, Florida Statutes, is 5974
created to read: 5975
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 240 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
617.16051 Inspection rights of directors.— 5976
(1) A director of a corporation is entitled to inspect and 5977
copy the books, records, and documents of the corporation at any 5978
reasonable time to the extent reasonably related to the 5979
performance of the director's duties as a director, including 5980
duties as a member of a board committee, but not for any other 5981
purpose or in any manner that would violate any duty to the 5982
corporation or attorney-client privilege or work-product 5983
privilege of the corporation. 5984
(2) The circuit court of the applicable county may order 5985
inspection and copying of the books, records, and documents at 5986
the corporation's expense, upon application of a director who 5987
has been refused such inspection rights, unless the corporation 5988
establishes that the director is not entitled to such inspection 5989
rights. The court shall dispose of an application under this 5990
subsection on an expedited basis. 5991
(3) If an order is issued, the court may include 5992
provisions protecting the corporation from undue burden or 5993
expense and prohibiting the director from using information 5994
obtained upon exercise of the inspection rights in a manner that 5995
would violate a duty to the corporation, and may also order the 5996
corporation to reimburse the director for the director's costs, 5997
including reasonable attorney fees, incurred in connection with 5998
the application. 5999
Section 107. Section 617.1622, Florida Statutes, is 6000
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 241 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
amended to read: 6001
617.1622 Annual report for department of State.— 6002
(1) Each domestic corporation and each foreign corporation 6003
authorized to transact business conduct its affairs in this 6004
state shall deliver to the department of State for filing an a 6005
sworn annual report, on such form as the Department of State 6006
prescribes, that states the following sets forth: 6007
(a) The name of the corporation or, if a foreign 6008
corporation, the name under which the foreign corporation is 6009
authorized to transact business in this state and the state or 6010
country under the law of which it is incorporated; 6011
(b) The date of its incorporation and or, if a foreign 6012
corporation, the jurisdiction of its incorporation and the date 6013
on which it became qualified to transact business was admitted 6014
to conduct its affairs in this state; 6015
(c) The street address of its the principal office and the 6016
mailing address of the corporation; 6017
(d) The corporation's or foreign corporation's federal 6018
employer identification number, if any, or, if none, whether one 6019
has been applied for; 6020
(e) The names and business street addresses of its 6021
directors and principal officers; and 6022
(f) The street address of its registered office in this 6023
state and the name of its registered agent at that office; and 6024
(g) Any such additional information that the department 6025
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 242 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
has identified as may be necessary or appropriate to enable the 6026
department of State to carry out the provisions of this chapter 6027
act. 6028
(2) If an annual report contains the name and address of a 6029
registered agent which differs from the information shown in the 6030
records of the department immediately before the annual report 6031
becomes effective, the differing information in the annual 6032
report is considered a statement of change under s. 617.0502 or 6033
s. 617.1508, as the case may be The deposit of such report, on 6034
or before May 1, in the United States mail in a sealed envelope, 6035
properly addressed with postage prepaid, constitutes compliance 6036
with subsection (1). 6037
(3) If an annual report does not contain the information 6038
required by this section subsection (1), the department of State 6039
shall promptly notify the reporting domestic corporation or 6040
foreign corporation in writing and return the report to it for 6041
correction. If the report is corrected to contain the 6042
information required by subsection (1) and delivered to the 6043
department of State within 30 days after the effective date of 6044
notice, it will is deemed to be considered timely delivered 6045
filed. 6046
(4) Each annual report must be executed by the corporation 6047
by an officer or director or, if the corporation is in the hands 6048
of a receiver or trustee, must be executed on behalf of the 6049
corporation by such receiver or trustee, and the signing of the 6050
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 243 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
annual report shall have the same legal effect as if made under 6051
oath, without the necessity of appending such oath thereto. 6052
(5) The first annual report must be delivered to the department 6053
of State between January 1 and May 1 of the year following the 6054
calendar year in which a domestic corporation's articles of 6055
incorporation became effective or a foreign corporation obtained 6056
its certificate of authority to transact business in this state 6057
corporation was incorporated or a foreign corporation was 6058
authorized to conduct affairs. Subsequent annual reports must be 6059
delivered to the department of State between January 1 and May 1 6060
of each the subsequent calendar year thereafter. If one or more 6061
forms of annual report are submitted for a calendar year, the 6062
department shall file each of them and make the information 6063
contained in them part of the official record. The first form of 6064
annual report filed in a calendar year shall be considered the 6065
annual report for that calendar year, and each report filed 6066
after that one in the same calendar year shall be treated as an 6067
amended report for that calendar year years. 6068
(5)(6) Information in the annual report must be current as 6069
of the date the annual report is delivered to the department for 6070
filing executed on behalf of the corporation. 6071
(7) If an additional report is received, the department 6072
shall file the document and make the information contained 6073
therein part of the official record. 6074
(6)(8) Any domestic corporation or foreign corporation 6075
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 244 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
that fails to file an annual report that which complies with the 6076
requirements of this section may not prosecute or maintain or 6077
defend any action in any court of this state until the such 6078
report is filed and all fees and penalties taxes due under this 6079
chapter act are paid, and such corporation is subject to 6080
dissolution or cancellation of its certificate of authority to 6081
transact business conduct its affairs as provided in this 6082
chapter act. 6083
(7)(9) The department shall prescribe the forms, which may 6084
be in an electronic format, on which to make the annual report 6085
called for in this section and may substitute the uniform 6086
business report, pursuant to s. 606.06, as a means of satisfying 6087
the requirement of this chapter section. 6088
(8) As a condition of a merger under s. 617.1101, each 6089
party to a merger which exists under the laws of this state, and 6090
each party to a merger which exists under the laws of another 6091
jurisdiction and has a certificate of authority to transact 6092
business or conduct its affairs in this state, must be active 6093
and current in filing its annual reports in the records of the 6094
department through December 31 of the calendar year in which the 6095
articles of merger are submitted to the department for filing. 6096
(9) As a condition of a conversion of an entity to a 6097
corporation under s. 617.1804, the entity, if it exists under 6098
the laws of this state or if it exists under the laws of another 6099
jurisdiction and has a certificate of authority to transact 6100
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 245 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
business or conduct its affairs in this state, must be active 6101
and current in filing its annual reports in the records of the 6102
department through December 31 of the calendar year in which the 6103
articles of conversion are submitted to the department for 6104
filing. 6105
(10) As a condition of a conversion of a domestic 6106
corporation to another type of entity under s. 617.1804, the 6107
domestic corporation converting to the other type of entity must 6108
be active and current in filing its annual reports in the 6109
records of the department through December 31 of the calendar 6110
year in which the articles of conversion are submitted to the 6111
department for filing. 6112
(11) As a condition of domestication of a domestic 6113
corporation into a foreign jurisdiction under s. 617.180301, the 6114
domestic corporation domesticating into a foreign jurisdiction 6115
must be active and current in filing its annual reports in the 6116
records of the department through December 31 of the calendar 6117
year in which the articles of domestication are submitted to the 6118
department for filing. 6119
Section 108. Section 617.180301, Florida Statutes, is 6120
created to read: 6121
617.180301 Domestication.— 6122
(1) By complying with this section and ss. 617.18031-6123
617.18034, as applicable, a foreign corporation may become a 6124
domestic corporation if the domestication is permitted by the 6125
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 246 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
organic law of the foreign corporation. 6126
(2) By complying with this section and ss. 617.18031-6127
617.18034, as applicable, a domestic corporation may become a 6128
foreign corporation pursuant to a plan of domestication if the 6129
domestication is permitted by the organic law of the foreign 6130
corporation. 6131
(3) In a domestication under subsection (2), the 6132
domesticating corporation must enter into a plan of 6133
domestication. The plan of domestication must include: 6134
(a) The name of the domesticating corporation; 6135
(b) The name and governing jurisdiction of the 6136
domesticated corporation; 6137
(c) The manner and basis of cancelling or converting the 6138
eligible interests or other rights of the domesticating 6139
corporation into other eligible interests, other rights, 6140
obligations, rights to acquire eligible interests, cash, other 6141
property, other rights, or any combination of the foregoing of 6142
the domesticated corporation; 6143
(d) The proposed organic rules of the domesticated 6144
corporation, which must be in writing; and 6145
(e) The other terms and conditions of the domestication. 6146
(4) In addition to the requirements of subsection (3), a 6147
plan of domestication may contain any other provision not 6148
prohibited by law. 6149
(5) The terms of a plan of domestication may be made 6150
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 247 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
dependent upon facts objectively ascertainable outside the plan 6151
in accordance with s. 617.01201(10). 6152
(6) If a protected agreement of a domesticating 6153
corporation in effect immediately before the domestication 6154
becomes effective contains a provision applying to a merger of 6155
the corporation and the agreement does not refer to a 6156
domestication of the corporation, the provision applies to a 6157
domestication of the corporation as if the domestication were a 6158
merger until such time as the provision is first amended after 6159
July 1, 2026. 6160
Section 109. Section 617.18031, Florida Statutes, is 6161
created to read: 6162
617.18031 Action on a plan of domestication.—In the case 6163
of a domestication of a domestic corporation into a foreign 6164
jurisdiction, the plan of domestication must be adopted in the 6165
following manner: 6166
(1) Except as otherwise provided in the articles of 6167
incorporation or bylaws, the plan of domestication must first be 6168
adopted by the board of directors of such domestic corporation. 6169
If the domesticating corporation does not have any members 6170
entitled to vote on the domestication, a plan of domestication 6171
is adopted by the corporation when it has been adopted by the 6172
board of directors pursuant to this section. 6173
(2) If the domesticating corporation has members entitled 6174
to vote on the domestication, the plan of domestication must be 6175
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 248 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
approved by such members. In submitting the plan of 6176
domestication to the members for approval, the board of 6177
directors shall recommend that the members approve the plan, 6178
unless the board of directors makes a determination that because 6179
of conflicts of interest or other special circumstances it 6180
should not make such a recommendation, in which case the board 6181
of directors must inform the members of the basis for its so 6182
proceeding without such recommendation. 6183
(3) The board of directors may set conditions for approval 6184
of the plan of domestication by the members or the effectiveness 6185
of the plan of domestication. 6186
(4) If the plan of domestication is required to be 6187
approved by the members, and if the approval of the members is 6188
to be given at a meeting, the corporation must notify each 6189
member entitled to vote on the domestication of the meeting of 6190
members at which the plan of domestication is to be submitted 6191
for approval. The notice must state that the purpose, or one of 6192
the purposes, of the meeting is to consider the plan of 6193
domestication and must contain or be accompanied by a copy of 6194
the plan. The notice must include or be accompanied by a written 6195
copy of the organic rules of the domesticated corporation as 6196
they will be in effect immediately after the domestication. 6197
(5) Unless this chapter, the articles of incorporation, 6198
the bylaws, or the board of directors acting pursuant to 6199
subsection (3) require a greater vote or a greater quorum in the 6200
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 249 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
respective case, approval of the plan of domestication requires: 6201
(a) The approval of the members entitled to vote on the 6202
domestication at a meeting at which a quorum exists consisting 6203
of a majority of the votes entitled to be cast on the plan; and 6204
(b) If any class of members is entitled to vote as a 6205
separate group on the plan of domestication, the approval of 6206
each class of members voting as a separate voting group at a 6207
meeting at which a quorum of the voting group exists consisting 6208
of a majority of the votes entitled to be cast on the plan by 6209
that voting group. 6210
(6) The articles of incorporation may expressly limit or 6211
eliminate the separate voting rights provided in paragraph 6212
(5)(b) as to any class of members, except when the public 6213
organic rules of the foreign corporation resulting from the 6214
domestication include what would be in effect an amendment that 6215
would entitle the class to vote as a separate voting group if it 6216
were a proposed amendment of the articles of incorporation of a 6217
domestic domesticating corporation. 6218
(7) If, as a result of a domestication, one or more 6219
members of a domestic domesticating corporation would become 6220
subject to interest holder liability, approval of the plan of 6221
domestication must require the signing in connection with the 6222
domestication, by each such member, of a separate written 6223
consent to become subject to such interest holder liability, 6224
unless in the case of a member that already has interest holder 6225
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 250 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
liability with respect to the domesticating corporation, the 6226
terms and conditions of the interest holder liability with 6227
respect to the domesticated corporation are substantially 6228
identical to those of the existing interest holder liability, 6229
other than for changes that eliminate or reduce such interest 6230
holder liability. 6231
(8) In addition to the adoption and approval of the plan 6232
of domestication by the board of directors and any members 6233
entitled to vote on the domestication as required by this 6234
section, the plan of domestication must be approved in writing 6235
by any person or group of persons whose approval is required 6236
under the articles of incorporation or bylaws or whose approval 6237
is required to amend the articles of incorporation or bylaws. 6238
Section 110. Section 617.18032, Florida Statutes, is 6239
created to read: 6240
617.18032 Articles of incorporation; effectiveness.— 6241
(1) Articles of domestication must be signed by the 6242
domesticating corporation after: 6243
(a) A plan of domestication of a domestic corporation has 6244
been adopted and approved as required by this chapter; or 6245
(b) A foreign corporation that is the domesticating 6246
corporation has approved a domestication as required by this 6247
chapter and under the foreign corporation's organic law. 6248
(2) Articles of domestication must set forth: 6249
(a) The name of the domesticating corporation and its 6250
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 251 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
governing jurisdiction; 6251
(b) The name and governing jurisdiction of the 6252
domesticated corporation; and 6253
(c)1. If the domesticating corporation is a domestic 6254
corporation, a statement that the plan of domestication was 6255
approved in accordance with this chapter; or 6256
2. If the domesticating corporation is a foreign 6257
corporation, a statement that the domestication was approved in 6258
accordance with its organic law. 6259
(3) If the domesticated corporation is to be a domestic 6260
corporation, articles of incorporation of the domesticated 6261
corporation that satisfy the requirements of s. 617.0202 must be 6262
attached to the articles of domestication. Provisions that would 6263
not be required to be included in restated articles of 6264
incorporation may be omitted from the articles of incorporation 6265
attached to the articles of domestication. 6266
(4) The articles of domestication shall be delivered to 6267
the department for filing and shall take effect on the effective 6268
date determined in accordance with s. 617.0123. 6269
(5)(a) If the domesticated corporation is a domestic 6270
corporation, the domestication becomes effective when the 6271
articles of domestication are effective. 6272
(b) If the domesticated corporation is a foreign 6273
corporation, the domestication becomes effective on the later of 6274
the date and time provided by the organic law of the 6275
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 252 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
domesticated corporation or when the articles of domestication 6276
are effective. 6277
(6) If the domesticating corporation is a foreign 6278
corporation that is qualified to transact business in this state 6279
under ss. 617.1501-617.1532, its certificate of authority is 6280
automatically canceled when the domestication becomes effective. 6281
(7) A copy of the articles of domestication, certified by 6282
the department, may be filed in the official records of any 6283
county in this state in which the domesticating corporation 6284
holds an interest in real property. 6285
Section 111. Section 617.18033, Florida Statutes, is 6286
created to read: 6287
617.18033 Amendment of a plan of domestication; 6288
abandonment.— 6289
(1) Except as otherwise provided in the plan of 6290
domestication and before the articles of domestication have 6291
taken effect, a plan of domestication of a domestic corporation 6292
adopted under s. 617.180301(3) may be amended: 6293
(a) In the same manner as the plan of domestication was 6294
approved, if the plan does not provide for the manner in which 6295
it may be amended; or 6296
(b) In the manner provided in the plan of domestication, 6297
except that an interest holder who was entitled to vote on or 6298
consent to approval of the plan is entitled to vote on or 6299
consent to any amendment of the plan which will change: 6300
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 253 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
1. The amount or kind of eligible interests or other 6301
rights, obligations, rights to acquire eligible interests, cash, 6302
other property, other rights, or any combination of the 6303
foregoing, to be received by any of the interest holders of the 6304
domesticating corporation under the plan; 6305
2. The organic rules of the domesticated corporation that 6306
are to be in writing and that will be in effect immediately 6307
after the domestication becomes effective, except for changes 6308
that do not require approval of the interest holder of the 6309
domesticated corporation under its proposed organic rules as set 6310
forth in the plan of domestication; or 6311
3. Any of the other terms or conditions of the plan, if 6312
the change would adversely affect the interest holder in any 6313
material respect. 6314
(2) After a plan of domestication has been adopted and 6315
approved by a domestic corporation as required by this chapter, 6316
and before the articles of domestication have become effective, 6317
the plan may be abandoned by the corporation in the same manner 6318
as the plan was approved by the corporation without action by 6319
its interest holders in accordance with any procedures set forth 6320
in the plan or, if no such procedures are set forth in the plan, 6321
in the manner determined by the board of directors of the 6322
domestic corporation. 6323
(3) If a domestication is abandoned after the articles of 6324
domestication have been delivered to the department for filing 6325
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 254 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
but before the articles of domestication become effective, a 6326
statement of abandonment signed by the domesticating corporation 6327
must be delivered to the department for filing before the 6328
articles of domestication become effective. The statement shall 6329
take effect upon filing, and the domestication shall be deemed 6330
abandoned and may not become effective. The statement of 6331
abandonment must contain: 6332
(a) The name of the domesticating corporation; 6333
(b) The date on which the articles of domestication were 6334
filed by the department; and 6335
(c) A statement that the domestication has been abandoned 6336
in accordance with this section. 6337
Section 112. Section 617.18034, Florida Statutes, is 6338
created to read: 6339
617.18034 Effect of domestication.— 6340
(1) When a domestication becomes effective: 6341
(a) All real property and other property owned by the 6342
domesticating corporation, including any interests therein and 6343
all title thereto, and every contract right and other right 6344
possessed by the domesticating corporation, are the property, 6345
contract rights, and other rights of the domesticated 6346
corporation without transfer, reversion, or impairment; 6347
(b) All debts, obligations, and other liabilities of the 6348
domesticating corporation are the debts, obligations, and other 6349
liabilities of the domesticated corporation; 6350
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 255 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
(c) The name of the domesticated corporation may be, but 6351
need not be, substituted for the name of the domesticating 6352
corporation in any pending action or proceeding; 6353
(d) The organic rules of the domesticated corporation 6354
become effective; 6355
(e) The eligible interests or other rights of the 6356
domesticating corporation are cancelled or reclassified into 6357
eligible interests or other rights, obligations, rights to 6358
acquire eligible interests, cash, other property, or any 6359
combination of the foregoing, in accordance with the terms of 6360
the domestication, and the interest holders of the domesticating 6361
corporation are entitled only to the rights provided to them by 6362
those terms; and 6363
(f) The domesticated corporation is: 6364
1. Incorporated under and subject to the organic law of 6365
the domesticated corporation; 6366
2. The same corporation, without interruption, as the 6367
domesticating corporation; and 6368
3. Deemed to have been incorporated on the date the 6369
domesticating corporation was originally incorporated. 6370
(2) Except as otherwise provided in the organic law or 6371
organic rules of a domesticating foreign corporation, the 6372
interest holder liability of an interest holder in a foreign 6373
corporation that is domesticated into this state who had 6374
interest holder liability with respect to such domesticating 6375
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 256 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
corporation before the domestication becomes effective must be 6376
as follows: 6377
(a) The domestication does not discharge that prior 6378
interest holder liability with respect to any interest holder 6379
liabilities that arose before the domestication becomes 6380
effective. 6381
(b) The organic law of the domesticating corporation must 6382
continue to apply to the collection or discharge of any interest 6383
holder liabilities preserved by paragraph (a), as if the 6384
domestication had not occurred. 6385
(c) The interest holder shall have such rights of 6386
contribution from other persons as are provided by the organic 6387
law of the domesticating corporation with respect to any 6388
interest holder liabilities preserved by paragraph (a), as if 6389
the domestication had not occurred. 6390
(d) The interest holder may not, by reason of such prior 6391
interest holder liability, have interest holder liability with 6392
respect to any interest holder liabilities that are incurred 6393
after the domestication becomes effective. 6394
(3) An interest holder who becomes subject to interest 6395
holder liability in respect of the domesticated corporation as a 6396
result of the domestication has such interest holder liability 6397
only with respect to interest holder liabilities that arise 6398
after the domestication becomes effective. 6399
(4) A domestication does not constitute or cause the 6400
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 257 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
dissolution of the domesticating corporation. 6401
(5) Property held in trust or otherwise dedicated to a 6402
charitable purpose and held by a domestic or foreign corporation 6403
immediately before a domestication becomes effective may not, as 6404
a result of the domestication, be diverted from the purposes for 6405
which it was donated, granted, devised, or otherwise transferred 6406
except pursuant to the laws of this state addressing cy pres or 6407
dealing with nondiversion of charitable assets. 6408
(6) A bequest, devise, gift, grant, or promise contained 6409
in a will or other instrument of donation, subscription, or 6410
conveyance which is made to the domesticating corporation, and 6411
which takes effect or remains payable after the domestication 6412
inures to the domesticated corporation. 6413
(7) A trust obligation that would govern property if 6414
transferred to the domesticating corporation applies to property 6415
that is to be transferred to the domesticated corporation after 6416
the domestication takes effect. 6417
Section 113. Section 617.1804, Florida Statutes, is 6418
created to read: 6419
617.1804 Conversion.— 6420
(1) By complying with this chapter, including being 6421
eligible under s. 617.18041, adopting a plan of conversion in 6422
accordance with s. 617.18042, and complying with s. 617.18043, a 6423
domestic corporation may become: 6424
(a) A domestic eligible entity, other than a domestic 6425
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 258 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
corporation; or 6426
(b) If the conversion is permitted by the organic law of 6427
the foreign eligible entity, a foreign eligible entity. 6428
(2) By complying with this section and ss. 617.18042-6429
617.18046, as applicable, and applicable provisions of its 6430
organic law, a domestic eligible entity other than a domestic 6431
corporation may become a domestic corporation. 6432
(3) By complying with this section and ss. 617.18042-6433
617.18046, as applicable, and by complying with the applicable 6434
provisions of its organic law, a foreign eligible entity may 6435
become a domestic corporation, but only if the organic law of 6436
the foreign eligible entity permits it to become a nonprofit 6437
corporation in another jurisdiction. 6438
(4) If a protected agreement of a domestic converting 6439
corporation in effect immediately before the conversion becomes 6440
effective contains a provision applying to a merger of the 6441
corporation that is a converting corporation and the agreement 6442
does not refer to a conversion of the corporation, the provision 6443
applies to a conversion of the corporation as if the conversion 6444
were a merger, until such time as the provision is first amended 6445
after July 1, 2026. 6446
Section 114. Section 617.18041, Florida Statutes, is 6447
created to read: 6448
617.18041 Limitation on conversion.—A domestic corporation 6449
that holds property for a charitable purpose is prohibited from 6450
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 259 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
becoming a domestic eligible entity or a foreign eligible 6451
entity, except by domestication to become a foreign corporation. 6452
Section 115. Section 617.18042, Florida Statutes, is 6453
created to read: 6454
617.18042 Plan of conversion.— 6455
(1) A domestic corporation may convert to a domestic or 6456
foreign eligible entity under this chapter by approving a plan 6457
of conversion. The plan of conversion must include all of the 6458
following: 6459
(a) The name of the domestic converting corporation. 6460
(b) The name, governing jurisdiction, and type of entity 6461
of the converted eligible entity. 6462
(c) The manner and basis of canceling or converting the 6463
eligible interests or other rights of the domestic corporation; 6464
or the rights to acquire eligible interests, obligations, other 6465
rights, or any combination of the foregoing of the domestic 6466
corporation, into: 6467
1. Shares. 6468
2. Other securities. 6469
3. Eligible interests. 6470
4. Obligations. 6471
5. Rights to acquire shares, other securities, or eligible 6472
interests. 6473
6. Cash. 6474
7. Other property. 6475
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 260 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
8. Other rights. 6476
(d) The other terms and conditions of the conversion. 6477
(e) The full text, as it will be in effect immediately 6478
after the conversion becomes effective, of the organic rules of 6479
the converted eligible entity, which are to be in writing. 6480
(2) In addition to the requirements of subsection (1), a 6481
plan of conversion may contain any other provision not 6482
prohibited by law. 6483
(3) The terms of a plan of conversion may be made 6484
dependent upon facts objectively ascertainable outside the plan 6485
in accordance with s. 617.01201(10). 6486
Section 116. Section 617.18043, Florida Statutes, is 6487
created to read: 6488
617.18043 Action on a plan of conversion.—In the case of a 6489
conversion of a domestic corporation to a domestic or foreign 6490
eligible entity other than a domestic corporation, the plan of 6491
conversion must be adopted in the following manner: 6492
(1) Except as provided in the articles of incorporation or 6493
bylaws, the plan of conversion must first be adopted by the 6494
board of directors of such domestic corporation. If the 6495
converting corporation does not have any members entitled to 6496
vote on the conversion, a plan of conversion is adopted by the 6497
corporation when it has been adopted by the board of directors 6498
pursuant to this section. 6499
(2)(a) If the converting corporation has members entitled 6500
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 261 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
to vote on the conversion, the plan of conversion must then be 6501
approved by such members. 6502
(b) In submitting the plan of conversion to the members 6503
for approval, the board of directors must recommend that the 6504
members approve the plan of conversion, unless the board of 6505
directors makes a determination that because of conflicts of 6506
interest or other special circumstances it should not make such 6507
a recommendation, in which case the board of directors must 6508
inform the members of the basis for proceeding without such 6509
recommendation. 6510
(3) The board of directors may set conditions for approval 6511
of the plan of conversion by the members or the effectiveness of 6512
the plan of conversion. 6513
(4) If a plan of conversion is required to be approved by 6514
the members, and if the approval of the members is to be given 6515
at a meeting, the corporation must notify each member entitled 6516
to vote on the conversion of the meeting of members at which the 6517
plan of conversion is to be submitted for approval. The notice 6518
must state that the purpose, or one of the purposes, of the 6519
meeting is to consider the plan of conversion and must contain 6520
or be accompanied by a copy of the plan. The notice must include 6521
or be accompanied by a written copy of the organic rules of the 6522
converted eligible entity as they will be in effect immediately 6523
after the conversion. 6524
(5) Unless this chapter, the articles of incorporation, 6525
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 262 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
bylaws, or the board of directors acting pursuant to subsection 6526
(3) require a greater vote or a greater quorum in the respective 6527
case, approval of the plan of conversion requires: 6528
(a) The approval of the members entitled to vote on the 6529
conversion at a meeting at which a quorum exists consisting of a 6530
majority of the votes entitled to be cast on the plan; and 6531
(b) If any class of members is entitled to vote as a 6532
separate group on the plan of conversion, the approval of each 6533
class of members voting as a separate voting group at a meeting 6534
at which a quorum of the voting group exists consisting of a 6535
majority of the votes entitled to be cast on the plan by that 6536
voting group. 6537
(6) If, as a result of the conversion, one or more members 6538
of the converting domestic corporation would become subject to 6539
interest holder liability, approval of the plan of conversion 6540
must require the signing in connection with the conversion, by 6541
each such member, of a separate written consent to become 6542
subject to such interest holder liability, unless in the case of 6543
a member that already has interest holder liability with respect 6544
to the converting corporation, the terms and conditions of the 6545
interest holder liability with respect to the converted entity 6546
are substantially identical to those of the existing interest 6547
holder liability, other than for changes that eliminate or 6548
reduce such interest holder liability. 6549
(7) If the converted eligible entity is a partnership or 6550
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 263 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
limited partnership, a member of the converting domestic 6551
corporation may not, as a result of the conversion, become a 6552
general partner of the partnership or limited partnership, 6553
unless such member specifically consents in writing to becoming 6554
a general partner of such partnership or limited partnership, 6555
and, unless such written consent is obtained from each such 6556
member, such conversion may not become effective under s. 6557
617.18044. Any member providing such consent in writing is 6558
deemed to have voted in favor of the plan of conversion pursuant 6559
to which the member became a general partner. 6560
(8) In addition to the adoption and approval of the plan 6561
of conversion by the board of directors and any members entitled 6562
to vote on the conversion as required by this section, the plan 6563
of conversion must also be approved in writing by any person or 6564
group of persons whose approval is required under the articles 6565
of incorporation or bylaws or whose approval is required to 6566
amend the articles of incorporation or bylaws. 6567
Section 117. Section 617.18044, Florida Statutes, is 6568
created to read: 6569
617.18044 Articles of conversion; effectiveness.— 6570
(1) After a plan of conversion of a domestic corporation 6571
has been adopted and approved as required by this chapter, or a 6572
domestic or foreign eligible entity, other than a domestic 6573
corporation, that is the converting eligible entity has approved 6574
a conversion as required by its organic law, articles of 6575
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 264 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
conversion must be signed by the converting eligible entity as 6576
required by s. 617.01201 and must: 6577
(a) State the name, governing jurisdiction, and type of 6578
entity of the converting eligible entity; 6579
(b) State the name, governing jurisdiction, and type of 6580
entity of the converted eligible entity; 6581
(c) If the converting eligible entity is: 6582
1. A domestic corporation, state that the plan of 6583
conversion was approved in accordance with this chapter; or 6584
2. A domestic or foreign eligible entity other than a 6585
domestic corporation, state that the conversion was approved by 6586
the eligible entity in accordance with its organic law; and 6587
(d) If the converted eligible entity is: 6588
1. A domestic corporation or a domestic or foreign 6589
eligible entity that is not a domestic corporation, attach the 6590
public organic record of the converted eligible entity, except 6591
that provisions that would not be required to be included in a 6592
restated public organic record may be omitted; or 6593
2. A domestic limited liability partnership, attach the 6594
filing or filings required to become a domestic limited 6595
liability partnership. 6596
(2) If the converted eligible entity is a domestic 6597
corporation, its articles of incorporation must satisfy the 6598
requirements of s. 617.0202, except that provisions that would 6599
not be required to be included in restated articles of 6600
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 265 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
incorporation may be omitted from the articles of incorporation. 6601
If the converted eligible entity is a domestic eligible entity 6602
that is not a domestic corporation, its public organic record, 6603
if any, must satisfy the applicable requirements of the organic 6604
law of this state, except that the public organic record does 6605
not need to be signed. 6606
(3) The articles of conversion must be delivered to the 6607
department for filing and shall take effect on the effective 6608
date determined in accordance with s. 617.0123. 6609
(4)(a) If the converted eligible entity is a domestic 6610
eligible entity, the conversion becomes effective when the 6611
articles of conversion are effective. 6612
(b) If the converted eligible entity is a foreign eligible 6613
entity, the conversion becomes effective at the later of: 6614
1. The date and time provided by the organic law of that 6615
eligible entity; or 6616
2. When the articles of conversion take effect. 6617
(5) Articles of conversion required to be filed under this 6618
section may be combined with any filing required under the 6619
organic law of a domestic eligible entity that is the converting 6620
eligible entity or the converted eligible entity if the combined 6621
filing satisfies the requirements of both this section and the 6622
other organic law. 6623
(6) If the converting eligible entity is a foreign 6624
eligible entity that is authorized to transact business in this 6625
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 266 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
state under a law similar to ss. 617.1501-617.1532, its foreign 6626
qualification is canceled automatically on the effective date of 6627
its conversion. 6628
(7) A copy of the articles of conversion, certified by the 6629
department, may be filed in the official records of any county 6630
in this state in which the converting eligible entity holds an 6631
interest in real property. 6632
Section 118. Section 617.18045, Florida Statutes, is 6633
created to read: 6634
617.18045 Amendment to a plan of conversion; abandonment.— 6635
(1) Except as otherwise provided in the plan of conversion 6636
and before the articles of conversion have taken effect, a plan 6637
of conversion of a converting eligible entity that is a domestic 6638
corporation may be amended: 6639
(a) In the same manner as the plan of conversion was 6640
approved, if the plan does not provide for the manner in which 6641
it may be amended; or 6642
(b) In the manner provided in the plan of conversion, 6643
except that an interest holder that was entitled to vote on or 6644
consent to approval of the plan is entitled to vote on or 6645
consent to any amendment of the plan which will change: 6646
1. The amount or kind of interests; obligations; rights to 6647
acquire other interests; cash; other property; or any 6648
combination of the foregoing, to be received by any of the 6649
interest holders of the converting corporation under the plan; 6650
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 267 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
2. The organic rules of the converted eligible entity 6651
which will be in effect immediately after the conversion becomes 6652
effective, except for changes that do not require approval of 6653
the eligible interest holders of the converted eligible entity 6654
under its organic law or organic rules; or 6655
3. Any other terms or conditions of the plan, if the 6656
change would adversely affect such interest holders in any 6657
material respect. 6658
(2) After a plan of conversion has been adopted and 6659
approved by a converting eligible entity that is a domestic 6660
corporation in the manner required by this chapter and before 6661
the articles of conversion become effective, the plan may be 6662
abandoned by the domestic corporation without action by its 6663
interest holders in accordance with any procedures set forth in 6664
the plan or, if no such procedures are set forth in the plan, in 6665
the manner determined by the board of directors of the domestic 6666
corporation. 6667
(3) If a conversion is abandoned after the articles of 6668
conversion have been delivered to the department for filing but 6669
before the articles of conversion have become effective, a 6670
statement of abandonment signed by the converting eligible 6671
entity must be delivered to the department for filing before the 6672
articles of conversion become effective. The statement takes 6673
effect upon filing, and the conversion is deemed abandoned and 6674
may not become effective. The statement of abandonment must 6675
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 268 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
contain: 6676
(a) The name of the converting eligible entity; 6677
(b) The date on which the articles of conversion were 6678
filed by the department; and 6679
(c) A statement that the conversion has been abandoned in 6680
accordance with this section. 6681
Section 119. Section 617.18046, Florida Statutes, is 6682
created to read: 6683
617.18046 Effect of conversion.— 6684
(1) When a conversion becomes effective: 6685
(a) All real property and other property owned by the 6686
converting eligible entity, including any interest therein and 6687
all title thereto, and every contract right and other right 6688
possessed by the converting eligible entity remain the property, 6689
contract rights, and other rights of the converted eligible 6690
entity without transfer, reversion, or impairment; 6691
(b) All debts, obligations, and other liabilities of the 6692
converting eligible entity remain the debts, obligations, and 6693
other liabilities of the converted eligible entity; 6694
(c) The name of the converted eligible entity may be 6695
substituted for the name of the converting eligible entity in 6696
any pending action or proceeding; 6697
(d) If the converted eligible entity is a filing entity, a 6698
domestic corporation, or a domestic or foreign corporation, its 6699
public organic record and its private organic rules become 6700
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 269 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
effective; 6701
(e) If the converted eligible entity is a nonfiling 6702
entity, its private organic rules become effective; 6703
(f) If the converted eligible entity is a limited 6704
liability partnership, the filing required to become a limited 6705
liability partnership and its private organic rules become 6706
effective; 6707
(g) The shares; obligations; eligible interests; other 6708
securities; and rights to acquire shares, obligations, eligible 6709
interests, or other securities of the converting eligible entity 6710
are reclassified into shares; obligations; eligible interests; 6711
other securities; and rights to acquire shares, obligations, 6712
eligible interests, or other securities; or eligible interests, 6713
cash; other property; or any combination of the foregoing, in 6714
accordance with the terms of the conversion, and the members or 6715
interest holders of the converting eligible entity are entitled 6716
only to the rights provided to them by those terms or under the 6717
organic law of the converting eligible entity; and 6718
(h) The converted eligible entity is: 6719
1. Deemed to be incorporated or organized under and 6720
subject to the organic law of the converted eligible entity; 6721
2. Deemed to be the same entity without interruption as 6722
the converting eligible entity; and 6723
3. Deemed to have been incorporated or otherwise organized 6724
on the date that the converting eligible entity was originally 6725
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 270 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
incorporated or organized. 6726
(2) Except as otherwise provided in the articles of 6727
incorporation or bylaws of a domestic corporation or the organic 6728
law or organic rules of a domestic or foreign eligible entity 6729
other than a domestic corporation, a member or eligible interest 6730
holder who becomes subject to interest holder liability in 6731
respect of a domestic corporation or domestic or foreign 6732
eligible entity other than a domestic corporation as a result of 6733
the conversion shall have such interest holder liability only in 6734
respect of interest holder liabilities that arise after the 6735
conversion becomes effective. 6736
(3) Except as otherwise provided in the organic law or the 6737
organic rules of the domestic or foreign eligible entity, the 6738
interest holder liability of an interest holder in a converting 6739
eligible entity that converts to a domestic corporation who had 6740
interest holder liability in respect of such converting eligible 6741
entity before the conversion becomes effective is as follows: 6742
(a) The conversion does not discharge that prior interest 6743
holder liability with respect to any interest holder liabilities 6744
that arose before the conversion became effective. 6745
(b) The organic law of the eligible entity continues to 6746
apply to the collection or discharge of any interest holder 6747
liabilities preserved by paragraph (a), as if the conversion had 6748
not occurred. 6749
(c) The eligible interest holder has such rights of 6750
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 271 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
contribution from other persons as are provided by the organic 6751
law of the eligible entity with respect to any interest holder 6752
liabilities preserved by paragraph (a), as if the conversion had 6753
not occurred. 6754
(d) The eligible interest holder may not, by reason of 6755
such prior interest holder liability, have interest holder 6756
liability with respect to any interest holder liabilities that 6757
arise after the conversion becomes effective. 6758
(4) A conversion does not require the converting eligible 6759
entity to wind up its affairs and does not constitute or cause 6760
the dissolution or termination of the entity. 6761
(5) Property held for charitable purposes under the laws 6762
of this state by a domestic or foreign eligible entity 6763
immediately before a conversion becomes effective may not, as a 6764
result of the conversion, be diverted from the purposes for 6765
which it was donated, granted, devised, or otherwise transferred 6766
except and to the extent permitted by or pursuant to the laws of 6767
this state addressing cy pres or dealing with nondiversion of 6768
charitable assets. 6769
(6) Any bequest, devise, gift, grant, or promise contained 6770
in a will or other instrument of donation, subscription, or 6771
conveyance which is made to the converting eligible entity and 6772
which takes effect or remains payable after the conversion 6773
inures to the converted eligible entity. 6774
(7) A trust obligation that would govern property if 6775
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 272 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
transferred to the converting eligible entity applies to 6776
property that is to be transferred to the converted eligible 6777
entity after the conversion becomes effective. 6778
Section 120. Section 617.2005, Florida Statutes, is 6779
amended to read: 6780
617.2005 Extinct churches and religious societies; 6781
dissolution.—Any church or religious society in this state which 6782
has ceased or failed to maintain religious worship or service, 6783
or to use its property for religious worship or services 6784
according to the tenets, usages, and customs of a church of the 6785
denomination of which it is a member in this state for the space 6786
of 2 consecutive years, or whose membership has so diminished in 6787
numbers or in financial strength as to render it impossible for 6788
such church or society to maintain religious worship or 6789
services, or to protect its property from exposure to waste and 6790
dilapidation for a period of 2 years, shall be extinct. Upon an 6791
action filed by a member of the church or religious society, the 6792
facts being established to the satisfaction of the circuit court 6793
in and for the county in which such church or society has been 6794
situated, an order of such court may be made dissolving the 6795
church or religious society and the property of such church or 6796
society, or the property which may be held in trust for such 6797
church or society, may by court order be transferred to and the 6798
title and possession thereof vested in the denomination of which 6799
such church or society was a member. A copy of the decree of 6800
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 273 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
dissolution must shall be filed with the department of State. 6801
Section 121. Section 617.2006, Florida Statutes, is 6802
amended to read: 6803
617.2006 Incorporation of labor unions or bodies.— 6804
(1) Any group or combination of groups of workers or wage 6805
earners, bearing the name labor, organized labor, federation of 6806
labor, brotherhood of labor, union labor, union labor committee, 6807
trade union, trades union, union labor council, building trades 6808
council, building trades union, allied trades union, central 6809
labor body, central labor union, federated trades council, local 6810
union, state union, national union, international union, 6811
district labor council, district labor union, American 6812
Federation of Labor, Florida Federation of Labor, or any 6813
component parts or significant words of such terms, whether the 6814
same be used in juxtaposition or with interspace, may be 6815
incorporated under this chapter act. 6816
(2)(1) In addition to the requirements of ss. 617.02011 6817
and 617.0202, the articles of incorporation for a labor union or 6818
body must shall set forth the necessity for the incorporation, 6819
shall be subscribed to by not less than five persons, and shall 6820
be acknowledged by all of the subscribers, who shall also make 6821
and subscribe to an oath, to be endorsed on the articles of 6822
incorporation, that it is intended in good faith to carry out 6823
the purposes and objects set forth in the articles of 6824
incorporation. The articles of incorporation shall be filed in 6825
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 274 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
the office of the clerk of the circuit court of the county in 6826
which the labor union or body is organized, and the approval of 6827
the judge of the circuit court shall be obtained. 6828
(2) The subscribers of the articles of incorporation shall 6829
give notice of their intention to obtain approval thereof by the 6830
circuit judge. Such notice shall state the name of the judge, 6831
the date the articles of incorporation will be presented, and 6832
the general nature and necessity of the articles of 6833
incorporation. Notice shall be published in a newspaper of 6834
general circulation in the county in which the labor union or 6835
body is organized at least once, or posted at the courthouse 6836
door in counties having no newspapers, at least 10 days prior to 6837
the date the articles of incorporation will be presented to the 6838
judge. 6839
(3) When presented to the judge, the articles of 6840
incorporation shall be accompanied by a petition, signed and 6841
sworn to by the subscribers, stating fully the aims and purposes 6842
of such organization and the necessity therefor. 6843
(4) Upon the filing of the articles of incorporation and 6844
the petition, and the giving of such notice, the circuit judge 6845
to whom such petition may be addressed shall, upon the date 6846
stated in such notice, take testimony and inquire into the 6847
admissions and purposes of such organization and the necessity 6848
therefor, and upon such hearing, if the circuit judge shall be 6849
satisfied that the allegations set forth in the petition and 6850
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 275 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
articles of incorporation have been substantiated, and shall 6851
find that such organization will not be harmful to the community 6852
in which it proposes to operate, or to the state, and that it is 6853
intended in good faith to carry out the purposes and objects set 6854
forth in the articles of incorporation, and that there is a 6855
necessity therefor, the judge shall approve the articles of 6856
incorporation and endorse his or her approval thereon. Upon the 6857
filing of the articles of incorporation with its endorsements 6858
thereupon with the Department of State and payment of the filing 6859
fees specified in s. 617.0122, the subscribers and their 6860
associates and successors shall be a corporation by the name 6861
given. 6862
(5) Any person may intervene by filing an answer to the 6863
petition stating his or her reasons, if any, and be heard 6864
thereon, why the circuit judge shall not approve the articles of 6865
incorporation. 6866
(6) The existence, amendment of the articles of 6867
incorporation, and dissolution of any such corporation shall be 6868
in accordance with this act. 6869
Section 122. Subsection (7) of section 39.8298, Florida 6870
Statutes, is amended to read: 6871
39.8298 Guardian ad Litem direct-support organization.— 6872
(7) LIMITS ON DIRECT-SUPPORT ORGANIZATION.—The direct-6873
support organization shall not exercise any power under s. 6874
617.0302(11) or (15) s. 617.0302(12) or (16). No state employee 6875
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 276 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
shall receive compensation from the direct-support organization 6876
for service on the board of directors or for services rendered 6877
to the direct-support organization. 6878
Section 123. Paragraph (a) of subsection (2) of section 6879
381.00316, Florida Statutes, is amended to read: 6880
381.00316 Discrimination by governmental and business 6881
entities based on health care choices; prohibition.— 6882
(2) As used in this section, the term: 6883
(a) "Business entity" has the same meaning as in s. 6884
606.03. The term also includes a charitable organization as 6885
defined in s. 496.404, a nonprofit corporation not for profit as 6886
defined in s. 617.01401, or any other business operating in this 6887
state. 6888
Section 124. Subsection (6) of section 605.1025, Florida 6889
Statutes, is amended to read: 6890
605.1025 Articles of merger.— 6891
(6) A limited liability company is not required to deliver 6892
articles of merger for filing pursuant to subsection (1) if the 6893
limited liability company is named as a merging entity or 6894
surviving entity in articles of merger or a certificate of 6895
merger filed for the same merger in accordance with s. 607.1105, 6896
s. 617.1108, s. 620.2108(3), or s. 620.8918(3), and if such 6897
articles of merger or certificate of merger substantially comply 6898
with the requirements of this section. In such a case, the other 6899
articles of merger or certificate of merger may also be used for 6900
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 277 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
purposes of subsection (5). 6901
Section 125. Section 617.0102, Florida Statutes, is 6902
amended to read: 6903
617.0102 Reservation of power to amend or repeal.—The 6904
Legislature has the power to amend or repeal all or part of this 6905
chapter act at any time, and all domestic and foreign 6906
corporations subject to this chapter act shall be governed by 6907
the amendment or repeal. 6908
Section 126. Section 617.0121, Florida Statutes, is 6909
amended to read: 6910
617.0121 Forms.— 6911
(1) The department of State may prescribe and furnish on 6912
request forms for: 6913
(a) An application for certificate of status, 6914
(b) A foreign corporation's application for certificate of 6915
authority to conduct its affairs in the state, 6916
(c) A foreign corporation's application for certificate of 6917
withdrawal, and 6918
(d) The annual report, for which the department may 6919
prescribe the use of the uniform business report, pursuant to s. 6920
606.06. 6921
6922
If the department of State so requires, the use of these forms 6923
are shall be mandatory. 6924
(2) The department of State may prescribe and furnish on 6925
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 278 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
request forms for other documents required or permitted to be 6926
filed by this chapter act, but their use may shall not be 6927
mandatory. 6928
Section 127. Section 617.0122, Florida Statutes, is 6929
amended to read: 6930
617.0122 Fees for filing documents and issuing 6931
certificates.—The department of State shall collect the 6932
following fees on documents delivered to the department for 6933
filing: 6934
(1) Articles of incorporation: $35. 6935
(2) Application for registered name: $87.50. 6936
(3) Application for renewal of registered name: $87.50. 6937
(4) Corporation's statement of change of registered agent 6938
or registered office or both if not included on the annual 6939
report: $35. 6940
(5) Designation of and acceptance by registered agent: 6941
$35. 6942
(6) Agent's statement of resignation from a corporation 6943
that has not been dissolved: $87.50. 6944
(7) Agent's statement of resignation from a dissolved 6945
corporation or a composite statement of resignation from two or 6946
more dissolved corporations pursuant to s. 617.05021(1)(b) s. 6947
617.0502(2)(b): $35. 6948
(8) Amendment of articles of incorporation: $35. 6949
(9) Restatement of articles of incorporation with 6950
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 279 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
amendment of articles: $35. 6951
(10) Articles of merger for each party thereto: $35. 6952
(11) Articles of dissolution: $35. 6953
(12) Articles of revocation of dissolution: $35. 6954
(13) Application for reinstatement following 6955
administrative dissolution: $175. 6956
(14) Application for certificate of authority to transact 6957
business in this state by a foreign corporation: $35. 6958
(15) Application for amended certificate of authority: 6959
$35. 6960
(16) Application for certificate of withdrawal by a 6961
foreign corporation: $35. 6962
(17) Annual report: $61.25. 6963
(18) Articles of correction: $35. 6964
(19) Application for certificate of status: $8.75. 6965
(20) Certified copy of document: $52.50. 6966
(21) Serving as agent for substitute service of process: 6967
$87.50. 6968
(22) Certificate of conversion of a limited agricultural 6969
association to a domestic corporation: $35. 6970
(23) Any other document required or permitted to be filed 6971
by this chapter: $35. 6972
6973
Any citizen support organization that is required by rule of the 6974
Department of Environmental Protection to be formed as a 6975
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 280 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
nonprofit organization and is under contract with the Department 6976
of Environmental Protection department is exempt from any fees 6977
required for incorporation as a nonprofit organization, and the 6978
Secretary of State may not assess any such fees if the citizen 6979
support organization is certified by the Department of 6980
Environmental Protection to the Secretary of State as being 6981
under contract with the Department of Environmental Protection. 6982
Section 128. Section 617.0125, Florida Statutes, is 6983
amended to read: 6984
617.0125 Filing duties of the department of State.— 6985
(1) If a document delivered to the department for filing 6986
satisfies the requirements of s. 617.01201, the department shall 6987
file it. 6988
(2) The department files a document by stamping or 6989
otherwise endorsing "filed," together with the Secretary of 6990
State's official title and the date and time of receipt. After 6991
filing a document, the department shall send a notice of the 6992
filing to the electronic mail address on file for the domestic 6993
or foreign corporation or its representative or send a copy of 6994
the document to the mailing address of such corporation or its 6995
representative. If the record changes the electronic mail 6996
address of the domestic or foreign corporation, the department 6997
must send such notice to the new electronic mail address and to 6998
the most recent prior electronic mail address. If the record 6999
changes the mailing address of the domestic or foreign 7000
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 281 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
corporation, the department must send such notice to the new 7001
mailing address and to the most recent prior mailing address. 7002
(3) If the department refuses to file a document, it shall 7003
return it to the domestic or foreign corporation or its 7004
representative within 15 days after the document was received 7005
for filing, together with a brief, written explanation of the 7006
reason for refusal. 7007
(4) The department's duty to file documents under this 7008
section is ministerial. The filing or refusing to file a 7009
document does not: 7010
(a) Affect the validity or invalidity of the document in 7011
whole or part; 7012
(b) Relate to the correctness or incorrectness of 7013
information contained in the document; or 7014
(c) Create a presumption that the document is valid or 7015
invalid or that information contained in the document is correct 7016
or incorrect. 7017
(5) If not otherwise provided by law and the provisions of 7018
this chapter act, the department shall determine, by rule, the 7019
appropriate format for, number of copies of, manner of execution 7020
of, method of electronic transmission of, and amount of and 7021
method of payment of fees for, any document placed under its 7022
jurisdiction. 7023
Section 129. Section 617.02011, Florida Statutes, is 7024
amended to read: 7025
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 282 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
617.02011 Incorporators.—One or more persons may act as 7026
the incorporator or incorporators of a corporation by delivering 7027
articles of incorporation to the department of State for filing. 7028
Section 130. Subsection (2) of section 617.0203, Florida 7029
Statutes, is amended to read: 7030
617.0203 Incorporation.— 7031
(2) The department's Department of State's filing of the 7032
articles of incorporation, and the original recorded charter or 7033
certified copy of the charter of a corporation which has not 7034
been reincorporated under s. 617.0901, is conclusive proof that 7035
the incorporators satisfied all conditions precedent to 7036
incorporation and that the corporation has been incorporated 7037
under this chapter act, except in a proceeding by the state to 7038
cancel or revoke the incorporation or involuntarily dissolve the 7039
corporation. 7040
Section 131. Subsection (2) of section 617.0205, Florida 7041
Statutes, is amended to read: 7042
617.0205 Organizational meeting of directors.— 7043
(2) Action required or permitted by this chapter act to be 7044
taken by incorporators or directors at an organizational meeting 7045
may be taken without a meeting if the action taken is evidenced 7046
by one or more written consents describing the action taken and 7047
signed by each incorporator or director. 7048
Section 132. Section 617.0301, Florida Statutes, is 7049
amended to read: 7050
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 283 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
617.0301 Purposes and application.—Corporations may be 7051
organized under this chapter act for any lawful purpose or 7052
purposes not for pecuniary profit and not specifically 7053
prohibited to corporations under other laws of this state. Such 7054
purposes include, without limitation, charitable, benevolent, 7055
eleemosynary, educational, historical, civic, patriotic, 7056
political, religious, social, fraternal, literary, cultural, 7057
athletic, scientific, agricultural, horticultural, animal 7058
husbandry, and professional, commercial, industrial, or trade 7059
association purposes. If special provisions are made, by law, 7060
for the organization of designated classes of nonprofit 7061
corporations not for profit, such corporations must shall be 7062
formed under such provisions and not under this chapter act. 7063
Section 133. Subsection (2) of section 617.0504, Florida 7064
Statutes, is amended to read: 7065
617.0504 Serving process, giving notice, or making a 7066
demand on a corporation.— 7067
(2) Any notice to or demand on a corporation made pursuant 7068
to this chapter act may be made to the chair of the board, the 7069
president, any vice president, the secretary, the treasurer, the 7070
registered agent of the corporation at the registered office of 7071
the corporation in this state, or any address in this state that 7072
is in fact the principal office of the corporation in this 7073
state. 7074
Section 134. Section 617.0806, Florida Statutes, is 7075
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 284 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
amended to read: 7076
617.0806 Staggered terms for directors.—The articles of 7077
incorporation or bylaws may provide that directors be divided 7078
into classes. Each director shall hold office for the term to 7079
which such director he or she is elected or appointed and until 7080
such director's his or her successor has been elected or 7081
appointed and qualified or until such director's his or her 7082
earlier resignation, removal from office, or death. 7083
Section 135. Subsection (4) of section 617.0824, Florida 7084
Statutes, is amended to read: 7085
617.0824 Quorum and voting.— 7086
(4) A director of a corporation who is present at a 7087
meeting of the board of directors or a committee of the board of 7088
directors when corporate action is taken is deemed to have 7089
assented to the action taken unless: 7090
(a) The director objects, at the beginning of the meeting 7091
or promptly upon such director's his or her arrival, to holding 7092
the meeting or transacting specified affairs at the meeting; or 7093
(b) The director votes against or abstains from the action 7094
taken. 7095
Section 136. Subsections (3), (4), and (7) of section 7096
617.0825, Florida Statutes, are amended to read: 7097
617.0825 Board committees and advisory committees.— 7098
(3) To the extent provided by the board of directors in a 7099
resolution or in the articles of incorporation or the bylaws of 7100
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 285 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
the corporation, each such committee has shall have and may 7101
exercise powers and authority of the board of directors, except 7102
that no such committee does not shall have the power or 7103
authority to: 7104
(a) Approve or recommend to members actions or proposals 7105
required by this chapter act to be approved by members. 7106
(b) Fill vacancies on the board of directors or any 7107
committee thereof. 7108
(c) Adopt, amend, or repeal the bylaws. 7109
(4) Unless the articles of incorporation or the bylaws 7110
provide otherwise, ss. 617.0820, 617.0823, and 617.0824 ss. 7111
617.0820, 617.0822, 617.0823, and 617.0824, which govern 7112
meetings, notice and waiver of notice, and quorum and voting 7113
requirements of the board of directors, apply to committees and 7114
their members as well. 7115
(7) Neither The designation of any such committee, the 7116
delegation thereto of authority, or nor action by such committee 7117
pursuant to such authority does not shall alone constitute 7118
compliance by any member of the board of directors not a member 7119
of the committee in question with such member's his or her 7120
responsibility to act in good faith, in a manner such member he 7121
or she reasonably believes to be in the best interests of the 7122
corporation, and with such care as an ordinarily prudent person 7123
in a like position would use under similar circumstances. 7124
Section 137. Section 617.0831, Florida Statutes, is 7125
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 286 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
amended to read: 7126
617.0831 Indemnification and liability of officers, 7127
directors, employees, and agents.— Sections Except as provided 7128
in s. 617.0834, s. 607.0831 and ss. 607.0850-607.0859 apply to a 7129
corporation organized under this chapter act and a rural 7130
electric cooperative organized under chapter 425. Any reference 7131
to "directors" in those sections includes the directors, 7132
managers, or trustees of a corporation organized under this 7133
chapter act or of a rural electric cooperative organized under 7134
chapter 425. However, the term "director" as used in s. 607.0831 7135
and ss. 607.0850-607.0859 does not include a director appointed 7136
by the developer to the board of directors of a condominium 7137
association under chapter 718, a cooperative association under 7138
chapter 719, a homeowners' association defined in s. 720.301, or 7139
a timeshare managing entity under chapter 721. Any reference to 7140
"shareholders" in those sections includes members of a 7141
corporation organized under this chapter act and members of a 7142
rural electric cooperative organized under chapter 425. 7143
Section 138. Section 617.0901, Florida Statutes, is 7144
amended to read: 7145
617.0901 Reincorporation.— 7146
(1) Any corporation which has a charter approved by a 7147
circuit judge under former chapter 617, Florida Statutes (1989), 7148
or a charter granted by the Legislature of this state, on or 7149
prior to September 1, 1959, the effective date of chapter 59-7150
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 287 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
427, Laws of Florida, may reincorporate under this chapter act 7151
by filing with the department of State a copy of its charter and 7152
all amendments thereto, certified by the clerk of the circuit 7153
court of the county wherein recorded, as to charters and 7154
amendments granted by circuit judges, and by the department of 7155
State, as to legislative charters, together with a certificate 7156
containing the provisions required in original articles of 7157
incorporation by s. 617.0202, and accepting the provisions of 7158
this chapter act. 7159
(2) A certificate of reincorporation must be executed in 7160
accordance with s. 617.01201, and it must show that its issuance 7161
was duly authorized by a meeting of its members regularly 7162
called, or if there are no members entitled to vote on 7163
reincorporation, by a meeting of its board of directors. Upon 7164
the filing of a certificate of reincorporation in accordance 7165
with s. 617.01201, the corporation is shall be deemed to be 7166
incorporated under this chapter act and the certificate 7167
constitutes shall constitute its articles of incorporation. 7168
(3) The corporation shall then be entitled to and be 7169
possessed of all the privileges, franchises, and powers as if 7170
originally incorporated under this chapter act, and all the 7171
properties, rights, and privileges belonging to the corporation 7172
before prior to reincorporation, which were acquired by gift, 7173
grant, conveyance, assignment, or otherwise are hereby ratified, 7174
approved, confirmed, and assured to the corporation with like 7175
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 288 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
effect and to all intents and purposes as if they had been 7176
originally acquired pursuant to incorporation under this chapter 7177
act. However, any corporation reincorporating under this chapter 7178
is act shall be subject to all the contracts, duties, and 7179
obligations resting upon the corporation before prior to 7180
reincorporation or to which the corporation is shall then be in 7181
any way liable. 7182
Section 139. Subsection (2) of section 617.1008, Florida 7183
Statutes, is amended to read: 7184
617.1008 Amendment pursuant to reorganization.— 7185
(2) The individual or individuals designated by the court 7186
shall deliver to the department of State for filing articles of 7187
amendment setting forth: 7188
(a) The name of the corporation; 7189
(b) The text of each amendment approved by the court; 7190
(c) The date of the court's order or decree approving the 7191
articles of amendment; 7192
(d) The title of the reorganization proceeding in which 7193
the order or decree was entered; and 7194
(e) A statement that the court had jurisdiction of the 7195
proceeding under federal or state law. 7196
Section 140. Section 617.1009, Florida Statutes, is 7197
amended to read: 7198
617.1009 Effect of amendment.—An amendment to articles of 7199
incorporation does not affect a cause of action existing against 7200
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 289 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
or in favor of the corporation, a proceeding to which the 7201
corporation is a party, or the existing rights of persons other 7202
than members of the corporation. An amendment changing a 7203
corporation's name does not affect abate a proceeding brought by 7204
or against the corporation in its former name. 7205
Section 141. Subsection (3) of section 617.1404, Florida 7206
Statutes, is amended to read: 7207
617.1404 Revocation of dissolution.— 7208
(3) After the revocation of dissolution is authorized, the 7209
corporation may revoke the dissolution by delivering to the 7210
department of State for filing articles of revocation of 7211
dissolution, together with a copy of its articles of 7212
dissolution, that set forth: 7213
(a) The name of the corporation; 7214
(b) The effective date of the dissolution that was 7215
revoked; 7216
(c) The date that the revocation of dissolution was 7217
authorized; 7218
(d) If the corporation's board of directors revoked a 7219
dissolution authorized by the members, a statement that 7220
revocation was permitted by action by the board of directors 7221
alone pursuant to that authorization; and 7222
(e) If member action was required to revoke the 7223
dissolution, the information required by s. 617.1403(1)(b) or 7224
(c), whichever is applicable. 7225
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 290 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
Section 142. Subsection (1) of section 617.1422, Florida 7226
Statutes, is amended, and subsection (4) of that section is 7227
reenacted, to read: 7228
617.1422 Reinstatement following administrative 7229
dissolution.— 7230
(1) A corporation administratively dissolved under s. 7231
617.1421 may apply to the department for reinstatement at any 7232
time after the effective date of dissolution. The corporation 7233
must submit a reinstatement form prescribed and furnished by the 7234
department or a current uniform business annual report signed by 7235
a registered agent and an officer or director and submit all 7236
fees owed by the corporation and computed at the rate provided 7237
by law at the time the corporation applies for reinstatement. 7238
(4) The name of the dissolved corporation is not available 7239
for assumption or use by another corporation until 1 year after 7240
the effective date of dissolution unless the dissolved 7241
corporation provides the department with an affidavit executed 7242
pursuant to s. 617.01201 authorizing the immediate assumption or 7243
use of the name by another corporation. 7244
Section 143. Subsections (2) and (3) of section 617.1423, 7245
Florida Statutes, are amended to read: 7246
617.1423 Appeal from denial of reinstatement.— 7247
(2) After exhaustion of administrative remedies, the 7248
corporation may appeal the denial of reinstatement to the 7249
appropriate court as provided in s. 120.68 within 30 days after 7250
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 291 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
service of the notice of denial is perfected. The corporation 7251
appeals by petitioning the court to set aside the dissolution 7252
and attaching to the petition copies of the department's 7253
department of State's certificate of dissolution, the 7254
corporation's application for reinstatement, and the 7255
department's notice of denial. 7256
(3) The court may summarily order the department of State 7257
to reinstate the dissolved corporation or may take other action 7258
the court considers appropriate. 7259
Section 144. Subsection (1) of section 617.1501, Florida 7260
Statutes, is amended to read: 7261
617.1501 Authority of foreign corporation to conduct 7262
affairs required.— 7263
(1) A foreign corporation may not conduct its affairs in 7264
this state until it obtains a certificate of authority from the 7265
department of State. 7266
Section 145. Subsection (2) of section 617.1510, Florida 7267
Statutes, is amended to read: 7268
617.1510 Serving process, giving notice, or making a 7269
demand on a foreign corporation.— 7270
(2) Any notice to or demand on a foreign corporation made 7271
pursuant to this chapter act may be made in accordance with the 7272
procedures for notice to or demand on domestic corporations 7273
under s. 617.0504. 7274
Section 146. Section 617.1606, Florida Statutes, is 7275
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 292 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
amended to read: 7276
617.1606 Access to records.—Sections 617.1601-617.16051 7277
617.1601-617.1605 do not apply to a corporation that is an 7278
association, as defined in s. 720.301, or a corporation 7279
regulated under chapter 718 or chapter 719. 7280
Section 147. Paragraphs (a), (b), (d), and (e) of 7281
subsection (1) of section 617.1623, Florida Statutes, are 7282
amended, to read: 7283
617.1623 Corporate information available to the public; 7284
application to corporations incorporated by circuit courts and 7285
by special act of the Legislature.— 7286
(1)(a) Each corporation incorporated in this state shall 7287
maintain a registered agent and registered office in accordance 7288
with s. 617.0501, and current information regarding the 7289
corporations incorporated in this state must shall be readily 7290
available to the public. At a minimum, such information must 7291
include the text of the charter or articles of incorporation and 7292
all amendments thereto, the name of the corporation, the date of 7293
incorporation, the street address of the principal office of the 7294
corporation, the corporation's federal employer identification 7295
number, the name and business street address of each officer, 7296
the name and business street address of each director, the name 7297
of its registered agent, and the street address of its 7298
registered office. 7299
(b) Any corporation which has a charter approved by a 7300
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 293 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
circuit judge under former chapter 617, Florida Statutes 1989, 7301
or a charter granted by the Legislature on or before September 7302
1, 1959, the effective date of chapter 59-427, Laws of Florida, 7303
must file with the department of State, not later than July 1, 7304
1992, a copy of its charter and all amendments thereto, 7305
certified by the clerk of the circuit court of the county 7306
wherein recorded, together with a registration containing the 7307
provisions required in paragraph (a), as to charters and 7308
amendments granted by circuit judges, and by the department of 7309
State, as to legislative charters, and the corporation 7310
thereafter is shall be subject to the requirements of ss. 7311
617.0501 and 617.1622. 7312
(d) Any corporation dissolved pursuant to paragraph (c) 7313
shall be reinstated upon application to the department of State, 7314
signed by an officer or director thereof, accompanied by a copy 7315
of its charter and all amendments thereto, certified by the 7316
clerk of the circuit court of the county wherein recorded, as to 7317
charters and amendments granted by circuit judges, and by the 7318
department of State, as to legislative charters, together with a 7319
registration containing the provisions required in paragraph 7320
(a), and the payment of all fees due from the time of 7321
dissolution computed at the rate provided by law at the time the 7322
corporation applies for reinstatement. 7323
(e) Whenever the application for reinstatement is approved 7324
and filed by the department of State, the corporate existence is 7325
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 294 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
shall be deemed to have continued without interruption from the 7326
date of dissolution. The reinstatement terminates any personal 7327
liability of the directors, officers, or agents of the 7328
corporation incurred on account of actions taken during the 7329
period between dissolution and reinstatement. Upon 7330
reinstatement, the corporation is shall be subject to the 7331
requirements of ss. 617.0501 and 617.1622. 7332
Section 148. Section 617.1701, Florida Statutes, is 7333
amended to read: 7334
617.1701 Application to existing domestic corporation.—7335
This chapter act applies to all domestic corporations in 7336
existence on July 1, 1991, that were incorporated under any 7337
general statute of this state providing for incorporation of 7338
nonprofit corporations not for profit if power to amend or 7339
repeal the statute under which the corporation was incorporated 7340
was reserved. 7341
Section 149. Section 617.1702, Florida Statutes, is 7342
amended to read: 7343
617.1702 Application to qualified foreign corporations.—A 7344
foreign corporation authorized to conduct its affairs in this 7345
state on July 1, 1991, is subject to this chapter act but is not 7346
required to obtain a new certificate of authority to conduct its 7347
affairs under this chapter act. 7348
Section 150. Subsection (2) of section 617.1703, Florida 7349
Statutes, is amended to read: 7350
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 295 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
617.1703 Application of chapter.— 7351
(2) Sections The provisions of ss. 617.0605-617.0608 do 7352
not apply to corporations regulated by any of the foregoing 7353
chapters or to any other corporation where membership in the 7354
corporation is required pursuant to a document recorded in the 7355
county's official county property records. 7356
Section 151. Section 617.1711, Florida Statutes, is 7357
amended to read: 7358
617.1711 Application to foreign and interstate commerce.—7359
The provisions of This chapter applies act apply to commerce 7360
with foreign nations and among the several states only insofar 7361
as such commerce may be permitted under the Constitution and 7362
laws of the United States. 7363
Section 152. Section 617.1808, Florida Statutes, is 7364
amended to read: 7365
617.1808 Application of chapter act to corporation 7366
converted to nonprofit corporation not for profit.—All the 7367
provisions of This chapter act relating to corporations not for 7368
profit, except insofar as they are inconsistent with ss. 7369
617.1804-617.18046, apply ss. 617.1805, 617.1806, and 617.1807, 7370
shall be applicable to any for profit corporation whose 7371
character has been changed under ss. 617.1804-617.18046 ss. 7372
617.1805, 617.1806, and 617.1807 and shall henceforth govern 7373
such corporation. 7374
Section 153. Section 617.1809, Florida Statutes, is 7375
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 296 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
amended to read: 7376
617.1809 Limited agricultural association; conversion to a 7377
domestic corporation not for profit.— 7378
(1) As used in this section, the term "limited 7379
agricultural association" or "association" means a limited 7380
agricultural association formed under ss. 604.09-604.14. 7381
(2) A limited agricultural association may convert to a 7382
domestic corporation not for profit by filing the following 7383
documents with the department in accordance with s. 617.01201: 7384
(a) A certificate of conversion, which must be executed by 7385
a person authorized in s. 617.01201(6) and such other persons 7386
that may be required in the association's articles of 7387
association or bylaws. 7388
(b) Articles of incorporation, which must comply with s. 7389
617.0202 and be executed by a person authorized in s. 7390
617.01201(6). 7391
(3) The certificate of conversion must include: 7392
(a) The date upon which the association was initially 7393
formed under ss. 604.09-604.14. 7394
(b) The name of the association immediately before filing 7395
the certificate of conversion. 7396
(c) The name of the domestic corporation as set forth in 7397
its articles of incorporation. 7398
(d) The effective date of the conversion. If the 7399
conversion does not take effect upon filing the certificate of 7400
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 297 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
conversion and articles of incorporation, the delayed effective 7401
date for the conversion, subject to the limitation in s. 7402
617.0123(1) s. 617.0123(2), must be a date certain and the same 7403
as the effective date of the articles of incorporation. 7404
(4) When the certificate of conversion and articles of 7405
incorporation are filed with the department, or upon the delayed 7406
effective date, the association is converted to the domestic 7407
corporation, and the corporation becomes subject to this 7408
chapter. However, notwithstanding s. 617.0123, the existence of 7409
the corporation is deemed to have commenced when the association 7410
was initially formed under ss. 604.09-604.14. 7411
(5) Conversion of a limited agricultural association to a 7412
domestic corporation does not affect any obligation or liability 7413
of the association that was incurred before the conversion. 7414
(6) When a conversion takes effect under this section, all 7415
rights, privileges, and powers of the converting association, 7416
all property, real, personal, and mixed, and all debts due to 7417
the association, as well as all other assets and causes of 7418
action belonging to the association, are vested in the domestic 7419
corporation to which the association is converted and are the 7420
property of the corporation as they were of the association. The 7421
title to any real property that is vested by deed or otherwise 7422
in the converting association does not revert and is not 7423
impaired by the operation of this chapter, but all rights of 7424
creditors and all liens upon any property of the association are 7425
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 298 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
preserved unimpaired, and all debts, liabilities, and duties of 7426
the association attach to the domestic corporation and are 7427
enforceable against it to the same extent as if the debts, 7428
liabilities, and duties had been incurred or contracted by the 7429
corporation. 7430
(7) The limited agricultural association is not required 7431
to wind up its affairs or pay its liabilities and distribute its 7432
assets. Conversion does not constitute a dissolution of the 7433
association but is a continuation of the association's existence 7434
in the form of the domestic corporation. 7435
(8) Before a limited agricultural association may file a 7436
certificate of conversion with the department, unless otherwise 7437
specified in the association's articles of association or 7438
bylaws, the conversion must be approved by a majority vote of 7439
the association's members, and the articles of incorporation 7440
must be approved by the same authorization required for approval 7441
of the conversion. As part of the approval, the converting 7442
association may provide a plan or other record of conversion 7443
which describes the manner and basis of converting the 7444
membership interests in the association into membership 7445
interests in the domestic corporation. The plan or other record 7446
may also contain other provisions relating to the conversion, 7447
including, but not limited to, the right of the converting 7448
association to abandon the proposed conversion or an effective 7449
date for the conversion that is consistent with paragraph 7450
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 299 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
(3)(d). 7451
Section 154. Section 617.1904, Florida Statutes, is 7452
amended to read: 7453
617.1904 Estoppel.—A No body of persons acting as a 7454
corporation may not shall be permitted to set up the lack of 7455
legal organization as a defense to an action against them as a 7456
corporation, nor may shall any person sued on a contract made 7457
with the corporation or sued for an injury to its property or a 7458
wrong done to its interests be permitted to set up the lack of 7459
such legal organization in such person's his or her defense. 7460
Section 155. Subsection (2) of section 617.1907, Florida 7461
Statutes, is amended to read: 7462
617.1907 Effect of repeal or amendment of prior acts.— 7463
(2) If a penalty or punishment imposed for violation of a 7464
statute repealed or amended by this chapter is reduced by this 7465
chapter act, the penalty or punishment if not already imposed 7466
shall be imposed in accordance with this chapter. 7467
Section 156. Section 617.1908, Florida Statutes, is 7468
amended to read: 7469
617.1908 Applicability of Florida Business Corporation 7470
Act.—Except as made applicable by specific reference in any 7471
other section of this chapter, part I of chapter 607, the 7472
Florida Business Corporation Act, does not apply to any 7473
nonprofit corporations not for profit. 7474
Section 157. Section 617.2001, Florida Statutes, is 7475
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 300 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
amended to read: 7476
617.2001 Corporations which may be incorporated hereunder; 7477
incorporation of certain medical services corporations.— 7478
(1) Corporations may be organized and incorporated under 7479
this chapter act for any one or more lawful purposes not for 7480
pecuniary profit. However, nonprofit corporations not for profit 7481
which may be incorporated under any other law of this state 7482
governing particular types of corporations may not be 7483
incorporated under this chapter act. 7484
(2) A nonprofit corporation not for profit organized 7485
before prior to December 1, 1987, pursuant to the provisions of 7486
chapter 85-56, Laws of Florida, or to the provisions of s. 2, 7487
chapter 87-296, Laws of Florida, may conduct the practice of 7488
medicine, conduct programs of medical education, and carry on 7489
major medical research efforts. 7490
Section 158. Section 617.2002, Florida Statutes, is 7491
amended to read: 7492
617.2002 Nonprofit corporation not for profit organized 7493
pursuant to s. 2, ch. 87-296; requirements.—A nonprofit 7494
corporation not for profit organized pursuant to the provisions 7495
of s. 2, chapter 87-296, Laws of Florida, must meet the 7496
following requirements: 7497
(1) At least 25 percent of its physicians must have a 7498
full-time contract for the provision of medical services with 7499
the corporation, be currently certified as specialists by the 7500
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 301 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
appropriate American specialty boards accredited by the Council 7501
on Medical Education of the American Medical Association, and 7502
have clinical privileges at one or more hospitals in this state. 7503
(2) A hospital owned by a corporation organized pursuant 7504
to s. 2, chapter 87-296, Laws of Florida, must provide Medicaid 7505
and charity care. 7506
Section 159. Section 617.2003, Florida Statutes, is 7507
amended to read: 7508
617.2003 Proceedings to revoke articles of incorporation 7509
or charter or prevent its use.—If any member or citizen 7510
complains to the Department of Legal Affairs that any 7511
corporation organized under this chapter act was organized or is 7512
being used as a cover to evade any of the laws against crime, or 7513
for purposes inconsistent with those stated in its articles of 7514
incorporation or charter, or that an officer or director of a 7515
corporation has participated in a sale or transaction that is 7516
affected by a conflict of interest or from which the officer or 7517
director he or she derived an improper personal benefit, either 7518
directly or indirectly, and submits shall submit prima facie 7519
evidence to sustain such charge, together with sufficient money 7520
to cover court costs and expenses, the department shall 7521
institute and in due course prosecute to final judgment such 7522
legal or equitable proceedings as may be considered advisable 7523
either to revoke the articles of incorporation or charter, to 7524
prevent its improper use, or to recover on behalf of the 7525
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 302 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
corporation or its unknown beneficiaries any profits improperly 7526
received by the corporation or its officers or directors. 7527
Section 160. Section 617.2007, Florida Statutes, is 7528
amended to read: 7529
617.2007 Sponge packing and marketing corporations.—7530
Persons engaged in the business of buying, selling, packing, and 7531
marketing commercial sponges may incorporate under this chapter 7532
act to aid in facilitating the orderly cooperative buying, 7533
selling, packing, and marketing of commercial sponges. Such 7534
association is not a combination in restraint of trade or an 7535
illegal monopoly or an attempt to lessen competition or fix 7536
prices arbitrarily, and any marketing contract or agreement by 7537
the corporation and its members, or the exercise of any power 7538
granted by this chapter act is not illegal or in restraint of 7539
trade. 7540
Section 161. Section 617.2101, Florida Statutes, is 7541
amended to read: 7542
617.2101 Corporation authorized to act as trustee.—Any 7543
corporation, organized under this chapter act, may act as 7544
trustee of property whenever the corporation has either a 7545
beneficial, contingent, or remainder interest in such property. 7546
Any corporation may accept and hold the legal title to property, 7547
the beneficial interest of which is owned by any other 7548
eleemosynary institution or nonprofit corporation or fraternal, 7549
benevolent, charitable, or religious society or association. 7550
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 303 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
Section 162. Subsection (1) of section 617.221, Florida 7551
Statutes, is amended to read: 7552
617.221 Membership associations.— 7553
(1) As used in this section, the term "membership 7554
association" means a nonprofit not-for-profit corporation, 7555
including a department or division of such corporation, the 7556
majority of whose board members are constitutional officers who, 7557
pursuant to s. 1001.32(2), operate, control, and supervise 7558
public entities that receive annual state appropriations through 7559
a statutorily defined formulaic allocation that is funded and 7560
prescribed annually in the General Appropriations Act or the 7561
substantive bill implementing the annual appropriations act. The 7562
term does not include a labor organization as defined in s. 7563
447.02 or an entity funded through the Justice Administrative 7564
Commission. 7565
Section 163. Subsection (3) of section 620.2108, Florida 7566
Statutes, is amended to read: 7567
620.2108 Filings required for merger; effective date.— 7568
(3) Each constituent limited partnership shall deliver the 7569
certificate of merger for filing in the Department of State 7570
unless the constituent limited partnership is named as a party 7571
or constituent organization in articles of merger or a 7572
certificate of merger filed for the same merger in accordance 7573
with s. 605.1025, s. 607.1105, s. 617.1108, or s. 620.8918(1) 7574
and (2) and such articles of merger or certificate of merger 7575
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 304 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
substantially complies with the requirements of this section. In 7576
such a case, the other articles of merger or certificate of 7577
merger may also be used for purposes of s. 620.2109(3). 7578
Section 164. Subsection (3) of section 620.8918, Florida 7579
Statutes, is amended to read: 7580
620.8918 Filings required for merger; effective date.— 7581
(3) Each domestic constituent partnership shall deliver 7582
the certificate of merger for filing with the Department of 7583
State, unless the domestic constituent partnership is named as a 7584
party or constituent organization in articles of merger or a 7585
certificate of merger filed for the same merger in accordance 7586
with s. 605.1025, s. 607.1105, s. 617.1108, or s. 620.2108(3). 7587
The articles of merger or certificate of merger must 7588
substantially comply with the requirements of this section. In 7589
such a case, the other articles of merger or certificate of 7590
merger may also be used for purposes of s. 620.8919(3). Each 7591
domestic constituent partnership in the merger shall also file a 7592
registration statement in accordance with s. 620.8105(1) if it 7593
does not have a currently effective registration statement filed 7594
with the Department of State. 7595
Section 165. Paragraph (b) of subsection (1) and 7596
subsections (5), (8), and (9) of section 628.910, Florida 7597
Statutes, are amended to read: 7598
628.910 Incorporation options and requirements.— 7599
(1) A pure captive insurance company may be: 7600
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 305 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
(b) Incorporated as a public benefit, mutual benefit, or 7601
religious nonprofit corporation with members in accordance with 7602
the Florida Nonprofit Not For Profit Corporation Act. 7603
(5) The articles of incorporation, the certificate issued 7604
pursuant to this section, and the organization fees required by 7605
the Florida Business Corporation Act or the Florida Nonprofit 7606
Not For Profit Corporation Act, as applicable, must be 7607
transmitted to the Secretary of State, who must record the 7608
articles of incorporation and the certificate. 7609
(8) A captive insurance company formed as a corporation or 7610
a nonprofit corporation, pursuant to the provisions of this 7611
chapter, has the privileges and is subject to the provisions of 7612
the general corporation law, including the Florida Nonprofit Not 7613
For Profit Corporation Act for nonprofit corporations, as 7614
applicable, as well as the applicable provisions contained in 7615
this chapter. If a conflict occurs between a provision of the 7616
general corporation law, including the Florida Nonprofit Not For 7617
Profit Corporation Act for nonprofit corporations, as 7618
applicable, and a provision of this chapter, the latter 7619
controls. The provisions of this title pertaining to mergers, 7620
consolidations, conversions, mutualizations, and 7621
redomestications apply in determining the procedures to be 7622
followed by a captive insurance company in carrying out any of 7623
the transactions described in such provisions, except that the 7624
office may waive or modify the requirements for public notice 7625
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 306 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
and hearing in accordance with rules the office may adopt 7626
addressing categories of transactions. If a notice of public 7627
hearing is required, but no one requests a hearing, the office 7628
may cancel the hearing. 7629
(9) The articles of incorporation or bylaws of a captive 7630
insurance company may authorize a quorum of a board of directors 7631
to consist of no fewer than one-third of the fixed or prescribed 7632
number of directors as provided for by the Florida Business 7633
Corporation Act or the Florida Nonprofit Not For Profit 7634
Corporation Act. 7635
Section 166. Paragraph (a) of subsection (2) of section 7636
768.38, Florida Statutes, is amended to read: 7637
768.38 Liability protections for COVID-19-related claims.— 7638
(2) As used in this section, the term: 7639
(a) "Business entity" has the same meaning as provided in 7640
s. 606.03. The term also includes a charitable organization as 7641
defined in s. 496.404 and a nonprofit corporation not for profit 7642
as defined in s. 617.01401. 7643
Section 167. Paragraph (f) of subsection (15) of section 7644
893.055, Florida Statutes, is amended to read: 7645
893.055 Prescription drug monitoring program.— 7646
(15) The department may establish a direct-support 7647
organization to provide assistance, funding, and promotional 7648
support for the activities authorized for the prescription drug 7649
monitoring program. 7650
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 307 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
(f) The direct-support organization may not exercise any 7651
power under s. 617.0302(11) or (15) s. 617.0302(12) or (16). 7652
Section 168. Section 617.07401, Florida Statutes, is 7653
repealed. 7654
Section 169. Section 617.0822, Florida Statutes, is 7655
repealed. 7656
Section 170. Section 617.1108, Florida Statutes, is 7657
repealed. 7658
Section 171. Section 617.1301, Florida Statutes, is 7659
repealed. 7660
Section 172. Section 617.1302, Florida Statutes, is 7661
repealed. 7662
Section 173. Section 617.1531, Florida Statutes, is 7663
repealed. 7664
Section 174. Section 617.1533, Florida Statutes, is 7665
repealed. 7666
Section 175. Section 617.1803, Florida Statutes, is 7667
repealed. 7668
Section 176. Section 617.1805, Florida Statutes, is 7669
repealed. 7670
Section 177. Section 617.1806, Florida Statutes, is 7671
repealed. 7672
Section 178. Section 617.1807, Florida Statutes, is 7673
repealed. 7674
Section 179. Section 617.2102, Florida Statutes, is 7675
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 308 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
repealed. 7676
Section 180. For the purpose of incorporating the 7677
amendment made by this act to sections 617.01201 and 617.1006, 7678
Florida Statutes, in references thereto, subsection (3) of 7679
section 617.1007, Florida Statutes, is reenacted to read: 7680
617.1007 Restated articles of incorporation.— 7681
(3) A corporation restating its articles of incorporation 7682
shall deliver to the department for filing articles of 7683
restatement, executed in accordance with s. 617.01201, setting 7684
forth the name of the corporation and the text of the restated 7685
articles of incorporation together with a certificate setting 7686
forth: 7687
(a) Whether the restatement contains an amendment to the 7688
articles of incorporation requiring member approval and, if it 7689
does not, that the board of directors adopted the restatement; 7690
or 7691
(b) If the restatement contains an amendment to the 7692
articles of incorporation requiring member approval, the 7693
information required by s. 617.1006. 7694
Section 181. For the purpose of incorporating the 7695
amendment made by this act to section 617.0302, Florida 7696
Statutes, in a reference thereto, paragraph (a) of subsection 7697
(5) of section 295.21, Florida Statutes, is reenacted to read: 7698
295.21 Florida Is For Veterans, Inc.— 7699
(5) POWERS.—In addition to the powers and duties 7700
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 309 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
prescribed in chapter 617 and the articles and bylaws adopted 7701
thereunder, the board of directors may: 7702
(a) Make and enter into contracts and other instruments 7703
necessary or convenient for the exercise of its powers and 7704
functions. However, notwithstanding s. 617.0302, the corporation 7705
may not issue bonds. 7706
7707
The credit of the State of Florida may not be pledged on behalf 7708
of the corporation. 7709
Section 182. For the purpose of incorporating the 7710
amendment made by this act to section 617.0830, Florida 7711
Statutes, in a reference thereto, paragraph (b) of subsection 7712
(4) of section 409.987, Florida Statutes, is reenacted to read: 7713
409.987 Lead agency procurement; boards; conflicts of 7714
interest.— 7715
(4) In order to serve as a lead agency, an entity must: 7716
(b) Be governed by a board of directors or a board 7717
committee composed of board members. Board members shall provide 7718
oversight and ensure accountability and transparency for the 7719
system of care. The board of directors shall provide fiduciary 7720
oversight to prevent conflicts of interest, promote 7721
accountability and transparency, and protect state and federal 7722
funding from misuse. The board of directors shall act in 7723
accordance with s. 617.0830. The membership of the board of 7724
directors or board committee must be described in the bylaws or 7725
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 310 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
articles of incorporation of each lead agency, which must 7726
provide that at least 75 percent of the membership of the board 7727
of directors or board committee must be composed of persons 7728
residing in this state, and at least 51 percent of the state 7729
residents on the board of directors must reside within the 7730
service area of the lead agency. The lead agency shall ensure 7731
that board members participate in annual training related to 7732
their responsibilities. The department shall set forth minimum 7733
training criteria in the contracts with the lead agencies. 7734
However, for procurements of lead agency contracts initiated on 7735
or after July 1, 2014: 7736
1. At least 75 percent of the membership of the board of 7737
directors must be composed of persons residing in this state, 7738
and at least 51 percent of the membership of the board of 7739
directors must be composed of persons residing within the 7740
service area of the lead agency. If a board committee governs 7741
the lead agency, 100 percent of its membership must be composed 7742
of persons residing within the service area of the lead agency. 7743
2. The powers of the board of directors or board committee 7744
include, but are not limited to, approving the lead agency's 7745
budget and setting the lead agency's operational policy and 7746
procedures. A board of directors must additionally have the 7747
power to hire the lead agency's executive director, unless a 7748
board committee governs the lead agency, in which case the board 7749
committee must have the power to confirm the selection of the 7750
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 311 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
lead agency's executive director. 7751
Section 183. For the purpose of incorporating the 7752
amendment made by this act to section 617.0830, Florida 7753
Statutes, in a reference thereto, subsection (1) of section 7754
718.1265, Florida Statutes, is reenacted to read: 7755
718.1265 Association emergency powers.— 7756
(1) To the extent allowed by law, unless specifically 7757
prohibited by the declaration of condominium, the articles, or 7758
the bylaws of an association, and consistent with s. 617.0830, 7759
the board of administration, in response to damage or injury 7760
caused by or anticipated in connection with an emergency, as 7761
defined in s. 252.34(4), for which a state of emergency is 7762
declared pursuant to s. 252.36 in the locale in which the 7763
condominium is located, may exercise the following powers: 7764
(a) Conduct board meetings, committee meetings, elections, 7765
and membership meetings, in whole or in part, by telephone, 7766
real-time videoconferencing, or similar real-time electronic or 7767
video communication with notice given as is practicable. Such 7768
notice may be given in any practicable manner, including 7769
publication, radio, United States mail, the Internet, electronic 7770
transmission, public service announcements, and conspicuous 7771
posting on the condominium property or association property or 7772
any other means the board deems reasonable under the 7773
circumstances. Notice of decisions also may be communicated as 7774
provided in this paragraph. 7775
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 312 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
(b) Cancel and reschedule any association meeting. 7776
(c) Name as assistant officers persons who are not 7777
directors, which assistant officers shall have the same 7778
authority as the executive officers to whom they are assistants 7779
during the state of emergency to accommodate the incapacity or 7780
unavailability of any officer of the association. 7781
(d) Relocate the association's principal office or 7782
designate alternative principal offices. 7783
(e) Enter into agreements with local counties and 7784
municipalities to assist counties and municipalities with debris 7785
removal. 7786
(f) Implement a disaster plan or an emergency plan before, 7787
during, or following the event for which a state of emergency is 7788
declared which may include, but is not limited to, shutting down 7789
or off elevators; electricity; water, sewer, or security 7790
systems; or air conditioners. 7791
(g) Based upon advice of emergency management officials or 7792
public health officials, or upon the advice of licensed 7793
professionals retained by or otherwise available to the board, 7794
determine any portion of the condominium property or association 7795
property unavailable for entry or occupancy by unit owners, 7796
family members, tenants, guests, agents, or invitees to protect 7797
the health, safety, or welfare of such persons. 7798
(h) Require the evacuation of the condominium property in 7799
the event of an evacuation order in the locale in which the 7800
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 313 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
condominium is located. If a unit owner or other occupant of a 7801
condominium fails or refuses to evacuate the condominium 7802
property or association property for which the board has 7803
required evacuation, the association is immune from liability or 7804
injury to persons or property arising from such failure or 7805
refusal. 7806
(i) Based upon advice of emergency management officials or 7807
public health officials, or upon the advice of licensed 7808
professionals retained by or otherwise available to the board, 7809
determine whether the condominium property, association 7810
property, or any portion thereof can be safely inhabited, 7811
accessed, or occupied. However, such determination is not 7812
conclusive as to any determination of habitability pursuant to 7813
the declaration. 7814
(j) Mitigate further damage, injury, or contagion, 7815
including taking action to contract for the removal of debris 7816
and to prevent or mitigate the spread of fungus or contagion, 7817
including, but not limited to, mold or mildew, by removing and 7818
disposing of wet drywall, insulation, carpet, cabinetry, or 7819
other fixtures on or within the condominium property, even if 7820
the unit owner is obligated by the declaration or law to insure 7821
or replace those fixtures and to remove personal property from a 7822
unit. 7823
(k) Contract, on behalf of any unit owner or owners, for 7824
items or services for which the owners are otherwise 7825
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 314 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
individually responsible, but which are necessary to prevent 7826
further injury, contagion, or damage to the condominium property 7827
or association property. In such event, the unit owner or owners 7828
on whose behalf the board has contracted are responsible for 7829
reimbursing the association for the actual costs of the items or 7830
services, and the association may use its lien authority 7831
provided by s. 718.116 to enforce collection of the charges. 7832
Without limitation, such items or services may include the 7833
drying of units, the boarding of broken windows or doors, the 7834
replacement of damaged air conditioners or air handlers to 7835
provide climate control in the units or other portions of the 7836
property, and the sanitizing of the condominium property or 7837
association property, as applicable. 7838
(l) Regardless of any provision to the contrary and even 7839
if such authority does not specifically appear in the 7840
declaration of condominium, articles, or bylaws of the 7841
association, levy special assessments without a vote of the 7842
owners. 7843
(m) Without unit owners' approval, borrow money and pledge 7844
association assets as collateral to fund emergency repairs and 7845
carry out the duties of the association when operating funds are 7846
insufficient. This paragraph does not limit the general 7847
authority of the association to borrow money, subject to such 7848
restrictions as are contained in the declaration of condominium, 7849
articles, or bylaws of the association. 7850
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 315 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
Section 184. For the purpose of incorporating the 7851
amendment made by this act to section 617.0830, Florida 7852
Statutes, in a reference thereto, subsection (1) of section 7853
719.128, Florida Statutes, is reenacted to read: 7854
719.128 Association emergency powers.— 7855
(1) To the extent allowed by law, unless specifically 7856
prohibited by the cooperative documents, and consistent with s. 7857
617.0830, the board of administration, in response to damage or 7858
injury caused by or anticipated in connection with an emergency, 7859
as defined in s. 252.34(4), for which a state of emergency is 7860
declared pursuant to s. 252.36 in the area encompassed by the 7861
cooperative, may exercise the following powers: 7862
(a) Conduct board meetings, committee meetings, elections, 7863
or membership meetings, in whole or in part, by telephone, real-7864
time videoconferencing, or similar real-time electronic or video 7865
communication after notice of the meetings and board decisions 7866
is provided in as practicable a manner as possible, including 7867
via publication, radio, United States mail, the Internet, 7868
electronic transmission, public service announcements, 7869
conspicuous posting on the cooperative property, or any other 7870
means the board deems appropriate under the circumstances. 7871
Notice of decisions may also be communicated as provided in this 7872
paragraph. 7873
(b) Cancel and reschedule an association meeting. 7874
(c) Designate assistant officers who are not directors. If 7875
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 316 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
the executive officer is incapacitated or unavailable, the 7876
assistant officer has the same authority during the state of 7877
emergency as the executive officer he or she assists. 7878
(d) Relocate the association's principal office or 7879
designate an alternative principal office. 7880
(e) Enter into agreements with counties and municipalities 7881
to assist counties and municipalities with debris removal. 7882
(f) Implement a disaster or an emergency plan before, 7883
during, or following the event for which a state of emergency is 7884
declared, which may include turning on or shutting off 7885
elevators; electricity; water, sewer, or security systems; or 7886
air conditioners for association buildings. 7887
(g) Based upon the advice of emergency management 7888
officials or public health officials, or upon the advice of 7889
licensed professionals retained by or otherwise available to the 7890
board of administration, determine any portion of the 7891
cooperative property unavailable for entry or occupancy by unit 7892
owners or their family members, tenants, guests, agents, or 7893
invitees to protect their health, safety, or welfare. 7894
(h) Based upon the advice of emergency management 7895
officials or public health officials, or upon the advice of 7896
licensed professionals retained by or otherwise available to the 7897
board of administration, determine whether the cooperative 7898
property or any portion thereof can be safely inhabited or 7899
occupied. However, such determination is not conclusive as to 7900
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 317 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
any determination of habitability pursuant to the cooperative 7901
documents. 7902
(i) Require the evacuation of the cooperative property in 7903
the event of an evacuation order in the area in which the 7904
cooperative is located or prohibit or restrict access to the 7905
cooperative property in the event of a public health threat. If 7906
a unit owner or other occupant of a cooperative fails or refuses 7907
to evacuate the cooperative property for which the board has 7908
required evacuation, the association is immune from liability 7909
for injury to persons or property arising from such failure or 7910
refusal. 7911
(j) Mitigate further damage, injury, or contagion, 7912
including taking action to contract for the removal of debris 7913
and to prevent or mitigate the spread of fungus, including mold 7914
or mildew, by removing and disposing of wet drywall, insulation, 7915
carpet, cabinetry, or other fixtures on or within the 7916
cooperative property, regardless of whether the unit owner is 7917
obligated by the cooperative documents or law to insure or 7918
replace those fixtures and to remove personal property from a 7919
unit or to sanitize the cooperative property. 7920
(k) Contract, on behalf of a unit owner, for items or 7921
services for which the owner is otherwise individually 7922
responsible, but which are necessary to prevent further injury, 7923
contagion, or damage to the cooperative property. In such event, 7924
the unit owner on whose behalf the board has contracted is 7925
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 318 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
responsible for reimbursing the association for the actual costs 7926
of the items or services, and the association may use its lien 7927
authority provided by s. 719.108 to enforce collection of the 7928
charges. Such items or services may include the drying of the 7929
unit, the boarding of broken windows or doors, the replacement 7930
of a damaged air conditioner or air handler to provide climate 7931
control in the unit or other portions of the property, and the 7932
sanitizing of the cooperative property. 7933
(l) Notwithstanding a provision to the contrary, and 7934
regardless of whether such authority does not specifically 7935
appear in the cooperative documents, levy special assessments 7936
without a vote of the owners. 7937
(m) Without unit owners' approval, borrow money and pledge 7938
association assets as collateral to fund emergency repairs and 7939
carry out the duties of the association if operating funds are 7940
insufficient. This paragraph does not limit the general 7941
authority of the association to borrow money, subject to such 7942
restrictions contained in the cooperative documents. 7943
Section 185. For the purpose of incorporating the 7944
amendment made by this act to section 617.0830, Florida 7945
Statutes, in a reference thereto, subsection (1) of section 7946
720.316, Florida Statutes, is reenacted to read: 7947
720.316 Association emergency powers.— 7948
(1) To the extent allowed by law, unless specifically 7949
prohibited by the declaration or other recorded governing 7950
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 319 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
documents, and consistent with s. 617.0830, the board of 7951
directors, in response to damage or injury caused by or 7952
anticipated in connection with an emergency, as defined in s. 7953
252.34(4), for which a state of emergency is declared pursuant 7954
to s. 252.36 in the area encompassed by the association, may 7955
exercise the following powers: 7956
(a) Conduct board meetings, committee meetings, elections, 7957
or membership meetings, in whole or in part, by telephone, real-7958
time videoconferencing, or similar real-time electronic or video 7959
communication after notice of the meetings and board decisions 7960
is provided in as practicable a manner as possible, including 7961
via publication, radio, United States mail, the Internet, 7962
electronic transmission, public service announcements, 7963
conspicuous posting on the common area, or any other means the 7964
board deems appropriate under the circumstances. Notice of 7965
decisions may also be communicated as provided in this 7966
paragraph. 7967
(b) Cancel and reschedule an association meeting. 7968
(c) Designate assistant officers who are not directors. If 7969
the executive officer is incapacitated or unavailable, the 7970
assistant officer has the same authority during the state of 7971
emergency as the executive officer he or she assists. 7972
(d) Relocate the association's principal office or 7973
designate an alternative principal office. 7974
(e) Enter into agreements with counties and municipalities 7975
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 320 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
to assist counties and municipalities with debris removal. 7976
(f) Implement a disaster or an emergency plan before, 7977
during, or following the event for which a state of emergency is 7978
declared, which may include, but is not limited to, turning on 7979
or shutting off elevators; electricity; water, sewer, or 7980
security systems; or air conditioners for association buildings. 7981
(g) Based upon the advice of emergency management 7982
officials or public health officials, or upon the advice of 7983
licensed professionals retained by or otherwise available to the 7984
board, determine any portion of the common areas or facilities 7985
unavailable for entry or occupancy by owners or their family 7986
members, tenants, guests, agents, or invitees to protect their 7987
health, safety, or welfare. 7988
(h) Based upon the advice of emergency management 7989
officials or public health officials or upon the advice of 7990
licensed professionals retained by or otherwise available to the 7991
board, determine whether the common areas or facilities can be 7992
safely inhabited, accessed, or occupied. However, such 7993
determination is not conclusive as to any determination of 7994
habitability pursuant to the declaration. 7995
(i) Mitigate further damage, injury, or contagion, 7996
including taking action to contract for the removal of debris 7997
and to prevent or mitigate the spread of fungus, including mold 7998
or mildew, by removing and disposing of wet drywall, insulation, 7999
carpet, cabinetry, or other fixtures on or within the common 8000
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 321 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
areas or facilities or sanitizing the common areas or 8001
facilities. 8002
(j) Notwithstanding a provision to the contrary, and 8003
regardless of whether such authority does not specifically 8004
appear in the declaration or other recorded governing documents, 8005
levy special assessments without a vote of the owners. 8006
(k) Without owners' approval, borrow money and pledge 8007
association assets as collateral to fund emergency repairs and 8008
carry out the duties of the association if operating funds are 8009
insufficient. This paragraph does not limit the general 8010
authority of the association to borrow money, subject to such 8011
restrictions contained in the declaration or other recorded 8012
governing documents. 8013
Section 186. For the purpose of incorporating the 8014
amendment made by this act to section 617.0832, Florida 8015
Statutes, in a reference thereto, subsections (2) and (5) of 8016
section 718.3027, Florida Statutes, are reenacted to read: 8017
718.3027 Conflicts of interest.— 8018
(2) If a director or an officer, or a relative of a 8019
director or an officer, proposes to engage in an activity that 8020
is a conflict of interest, as described in subsection (1), the 8021
proposed activity must be listed on, and all contracts and 8022
transactional documents related to the proposed activity must be 8023
attached to, the meeting agenda. The association shall comply 8024
with the requirements of s. 617.0832, and the disclosures 8025
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 322 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
required by s. 617.0832 shall be entered into the written 8026
minutes of the meeting. Approval of the contract or other 8027
transaction requires an affirmative vote of two-thirds of all 8028
other directors present. At the next regular or special meeting 8029
of the members, the existence of the contract or other 8030
transaction shall be disclosed to the members. Upon motion of 8031
any member, the contract or transaction shall be brought up for 8032
a vote and may be canceled by a majority vote of the members 8033
present. If the contract is canceled, the association is only 8034
liable for the reasonable value of the goods and services 8035
provided up to the time of cancellation and is not liable for 8036
any termination fee, liquidated damages, or other form of 8037
penalty for such cancellation. 8038
(5) A contract entered into between a director or an 8039
officer, or a relative of a director or an officer, and the 8040
association, which is not a timeshare condominium association, 8041
that has not been properly disclosed as a conflict of interest 8042
or potential conflict of interest as required by this section or 8043
s. 617.0832 is voidable and terminates upon the filing of a 8044
written notice terminating the contract with the board of 8045
directors which contains the consent of at least 20 percent of 8046
the voting interests of the association. 8047
Section 187. For the purpose of incorporating the 8048
amendment made by this act to sections 617.0832 and 617.0834, 8049
Florida Statutes, in references thereto, paragraphs (a) and (b) 8050
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 323 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
of subsection (2) and subsection (3) of section 720.3033, 8051
Florida Statutes, are reenacted to read: 8052
720.3033 Officers and directors.— 8053
(2) If the association enters into a contract or other 8054
transaction with any of its directors or a corporation, firm, 8055
association that is not an affiliated homeowners' association, 8056
or other entity in which an association director is also a 8057
director or officer or is financially interested, the board 8058
must: 8059
(a) Comply with the requirements of s. 617.0832. 8060
(b) Enter the disclosures required by s. 617.0832 into the 8061
written minutes of the meeting. 8062
(3) An officer, a director, or a manager may not solicit, 8063
offer to accept, or accept a kickback. As used in this 8064
subsection, the term "kickback" means any thing or service of 8065
value for which consideration has not been provided for an 8066
officer's, a director's, or a manager's benefit or for the 8067
benefit of a member of his or her immediate family from any 8068
person providing or proposing to provide goods or services to 8069
the association. An officer, a director, or a manager who 8070
knowingly solicits, offers to accept, or accepts a kickback 8071
commits a felony of the third degree, punishable as provided in 8072
s. 775.082, s. 775.083, or s. 775.084, and is subject to 8073
monetary damages under s. 617.0834. If the board finds that an 8074
officer or a director has violated this subsection, the board 8075
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 324 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
must immediately remove the officer or director from office. The 8076
vacancy shall be filled according to law until the end of the 8077
officer's or director's term of office. However, an officer, a 8078
director, or a manager may accept food to be consumed at a 8079
business meeting with a value of less than $25 per individual or 8080
a service or good received in connection with trade fairs or 8081
education programs. 8082
Section 188. For the purpose of incorporating the 8083
amendment made by this act to section 617.0834, Florida 8084
Statutes, in a reference thereto, paragraph (a) of subsection 8085
(13) of section 721.13, Florida Statutes, is reenacted to read: 8086
721.13 Management.— 8087
(13)(a) Notwithstanding any provisions of chapter 607, 8088
chapter 617, or chapter 718, an officer, director, or agent of 8089
an owners' association, including a timeshare management firm 8090
and any individual licensed under part VIII of chapter 468 8091
employed by the timeshare management firm, shall discharge its 8092
duties in good faith, with the care an ordinarily prudent person 8093
in a like position would exercise under similar circumstances, 8094
and in a manner it reasonably believes to be in the interests of 8095
the owners' association. An officer, director, or agent of an 8096
owners' association, including a timeshare management firm and 8097
any individual licensed under part VIII of chapter 468 employed 8098
by the timeshare management firm, is exempt from liability for 8099
monetary damages in the same manner as provided in s. 617.0834 8100
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 325 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
unless such officer, director, agent, or firm breached or failed 8101
to perform its duties and the breach of, or failure to perform, 8102
its duties constitutes a violation of criminal law as provided 8103
in s. 617.0834; constitutes a transaction from which the officer 8104
or director derived an improper personal benefit, either 8105
directly or indirectly; or constitutes recklessness or an act or 8106
omission that was in bad faith, with malicious purpose, or in a 8107
manner exhibiting wanton and willful disregard of human rights, 8108
safety, or property. 8109
Section 189. For the purpose of incorporating the 8110
amendment made by this act to sections 617.0830 and 617.0834, 8111
Florida Statutes, in references thereto, paragraph (d) of 8112
subsection (1) of section 718.111, Florida Statutes, is 8113
reenacted to read: 8114
718.111 The association.— 8115
(1) CORPORATE ENTITY.— 8116
(d) As required by s. 617.0830, an officer, director, or 8117
agent shall discharge his or her duties in good faith, with the 8118
care an ordinarily prudent person in a like position would 8119
exercise under similar circumstances, and in a manner he or she 8120
reasonably believes to be in the interests of the association. 8121
An officer, director, or agent shall be liable for monetary 8122
damages as provided in s. 617.0834 if such officer, director, or 8123
agent breached or failed to perform his or her duties and the 8124
breach of, or failure to perform, his or her duties constitutes 8125
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 326 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
a violation of criminal law as provided in s. 617.0834; 8126
constitutes a transaction from which the officer or director 8127
derived an improper personal benefit, either directly or 8128
indirectly; or constitutes recklessness or an act or omission 8129
that was in bad faith, with malicious purpose, or in a manner 8130
exhibiting wanton and willful disregard of human rights, safety, 8131
or property. Forgery of a ballot envelope or voting certificate 8132
used in a condominium association election is punishable as 8133
provided in s. 831.01, the theft or embezzlement of funds of a 8134
condominium association is punishable as provided in s. 812.014, 8135
and the destruction of or the refusal to allow inspection or 8136
copying of an official record of a condominium association that 8137
is accessible to unit owners within the time periods required by 8138
general law in furtherance of any crime is punishable as 8139
tampering with physical evidence as provided in s. 918.13 or as 8140
obstruction of justice as provided in chapter 843. An officer or 8141
director charged by information or indictment with a crime 8142
referenced in this paragraph must be removed from office, and 8143
the vacancy shall be filled as provided in s. 718.112(2)(d)2. 8144
until the end of the officer's or director's period of 8145
suspension or the end of his or her term of office, whichever 8146
occurs first. If a criminal charge is pending against the 8147
officer or director, he or she may not be appointed or elected 8148
to a position as an officer or a director of any association and 8149
may not have access to the official records of any association, 8150
ENROLLED
CS/CS/HB 797 2026 Legislature
CODING: Words stricken are deletions; words underlined are additions.
hb797 -02-er
Page 327 of 327
F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
except pursuant to a court order. However, if the charges are 8151
resolved without a finding of guilt, the officer or director 8152
must be reinstated for the remainder of his or her term of 8153
office, if any. 8154
Section 190. This act shall take effect July 1, 2026. 8155