CS/CS/HB 685 - Business Organizations Summary

• Creates two new types of corporations in Florida: "social purpose corporations" (Part II of Chapter 607) and "benefit corporations" (Part III of Chapter 607), both designed to pursue public benefit goals alongside shareholder interests.

• Establishes requirements for social purpose and benefit corporations including mandatory annual benefit reports, optional benefit directors and officers, and specific standards of conduct for directors and officers that allow consideration of broader stakeholder interests.

• Provides shareholders with appraisal rights (right to fair value payment) when a corporation converts to or from social purpose/benefit corporation status, or amends articles related to these designations.

• Modifies corporate name requirements for LLCs, for-profit corporations, and other business entities to clarify that certain differences (suffixes, articles, punctuation, abbreviations, singular/plural forms) do not make names distinguishable.

• Conforming amendments to approximately 40 statutes across Florida law to update references from "chapter 607" to "part I of chapter 607" and other technical corrections throughout the Florida Business Corporation Act.