January 1st, 2020 Changes to the Florida Corporate Statute

The changes to the Florida Corporate Statute have gone into effect on January 1st, 2020. These changes are centered around the Revised Model Business Corporation Act.

What Are Some General Changes in the Florida Corporate Statute?

1. The language in the statute that allowed corporate documents to be corrected only within 30 days of the filing has been removed. Therefore, now corporate documents can be corrected at point in time after their submission.
2. There are no significant changes to the Articles of Incorporation requirements in Florida.
3. The new §607.0206(5) now does not allow imposition of liability on a shareholder for attorneys’ fees or expenses of the corporation in connection with an internal corporate claim.
4. Some changes to §607.0501(6) state that a domestic corporation cannot maintain an action in Florida unless it maintains a registered agent in Florida and a registered office in Florida. However, a Florida corporation may defend an action in Florida even if it is not compliant with those requirements.

What Are Some Changes in the Florida Statute that Affect Shareholders?

1. The revised §607.0750 provides a new definition of when an action will be considered a direct action and when it will be considered a derivative action.
2. The new §607.0624(3) states that committees of the board of directors charged with dealing with certain specific matters could be authorized by the board of directors to decide on compensation matters. This new power of the committees could be complete and not constrained by certain limits.
3. Under the revised §607.0624(3), “officers” of a corporation could now be delegated authority to make equity compensation decisions.
4. The time of holding an annual meeting of shareholders has been extended from 13 months to 15 months under the new §607.0703.
5. A new subsection §607.0732(8) was created to ensure that when not all shareholders have joined in an agreement, that agreement may nonetheless be enforceable against those shareholders who signed it and, sometimes, against the corporation as well.