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FL S1198
Bill
AI Summary
- Creates sections 607.0145–607.0152 of Florida Statutes establishing a comprehensive framework for ratifying and validating defective corporate actions, defined as actions within a corporation's power but void or voidable due to a failure of authorization, including overissuance of shares
- Requires the board of directors to adopt a resolution identifying the defective action, its date, the nature of the authorization failure, and board approval, with shareholder approval required when the original action would have needed it
- Establishes a 120-day window after the validation effective time for any person to file a court challenge asserting that a ratified defective corporate action or putative shares should not be effective or should be effective only on certain conditions
- Allows registered agents to resign from multiple corporations or LLCs that have been dissolved for 10 or more years by filing a single composite statement of resignation with the Department of State, rather than filing separately for each entity
- Sets filing fees for registered agent resignations at $85–$87.50 for active/non-dissolved entities and $25–$35 for dissolved entities (including composite resignations covering multiple dissolved entities), with an effective date of July 1, 2024
Legislative Description
Corporate Actions
Last Action
Chapter No. 2024-265
6/26/2024
Committee Referrals
Rules1/25/2024
Full Bill Text
No bill text available