FL H1009

Comprehensively revises Florida's Business Corporation Act (Chapter 607, F.S.) and amends related statutes governing LLCs (Chapter 605), nonprofit corporations (Chapter 617), partnerships (Chapter 620), and professional entities (Chapter 621), with an effective date of January 1, 2020

Creates new provisions for domestication (ss. 607.11920–607.11924) and conversion (ss. 607.11930–607.11935), allowing domestic corporations to redomesticate to or from foreign jurisdictions and convert between entity types (e.g., corporation to LLC), with detailed requirements for plans, shareholder approval by majority vote, articles of filing, and protections ensuring property, contracts, and liabilities transfer without impairment to the resulting entity

Expands merger and share exchange authority to permit domestic corporations to merge with or acquire any domestic or foreign "eligible entity" — broadly defined to include corporations, LLCs, partnerships, LPs, and other entities organized under organic law — replacing the prior framework limited primarily to corporation-to-corporation transactions

Restructures indemnification provisions into discrete new sections (ss. 607.0850–607.0859), establishing permissive indemnification for directors and officers acting in good faith, mandatory indemnification for those wholly successful on the merits, discretionary expense advancement with repayment undertakings, court-ordered indemnification, and an absolute bar on indemnification where willful misconduct, improper personal benefit, or certain criminal violations are established by final adjudication

Modernizes appraisal rights (ss. 607.1301–607.1340) by expanding triggering events to include domestication, conversion, and adverse amendments to articles or bylaws; updating the market-out exception thresholds to cover federal "covered securities" and shares traded on organized markets with 2,000+ shareholders and $20 million+ market value; defining "fair value" to prohibit minority/marketability discounts for corporations with 10 or fewer shareholders; and preserving appraisal rights for interested transactions regardless of market listing

Updates affiliated transaction protections by raising key ownership thresholds — the "interested shareholder" trigger from 10% to 15% of outstanding voting shares, asset disposition and share issuance materiality thresholds from 5% to 10%, and the "associate" beneficial ownership threshold from 10% to 20% — while maintaining the 3-year moratorium on transactions with interested shareholders

Modernizes corporate administration by permitting document terms dependent on objectively ascertainable external facts, authorizing remote participation in shareholder meetings with identity verification safeguards, allowing electronic transmissions as written notice, creating forum selection provisions for internal corporate claims (while prohibiting mandatory arbitration of such claims), and expanding registered agent eligibility to include domestic and foreign authorized entities

Revises foreign corporation requirements by creating a new governing law provision (s. 607.15015) confirming that the law of the jurisdiction of formation governs organization, internal affairs, and shareholder liability; streamlining the certificate of authority application process; providing that foreign corporations transacting business without a certificate appoint the secretary of state as agent for service of process; and establishing reinstatement procedures available at any time after revocation

Establishes name reservation processes across entity types — corporations, not-for-profit corporations, and limited partnerships — allowing exclusive reservation of a name for a nonrenewable 120-day period, with transferability and department revocation authority for bad-faith applications; and harmonizes name distinguishability standards across entity types, permitting use of non-distinguishable names with written consent of the existing entity

Adds new definitions critical to the expanded framework, including "eligible entity," "domestication," "conversion," "interest holder liability," "qualified director," "protected agreement" (records in effect on January 1, 2020), and "governor," while updating terminology throughout — replacing "executed" with "signed," "dissenters' rights" with "appraisal rights," and "holder of record" with "record shareholder" — and conforming cross-references in insurance, banking, Space Florida, transportation, and conveyance statutes