Updated Florida Business Corporation Law Explained

– The Florida Business Corporation Act was revised in 2020.
– Changes to the Act were based on the Revised Model Business Corporation Act.
– Major changes were made to nearly every section of the business corporation law.
– Some highlights of the changes include provisions for incorporation, naming rules, reservation of name, and correcting filed documents. – The new law allows corporations to require internal corporate claims to be brought exclusively in specified Florida courts.
– Shareholders cannot be held liable for attorney fees and expenses of the corporation or another party in connection with an internal corporate claim.
– Bylaws may contain a provision requiring a corporation to include shareholder nominees for the board of directors in its proxy or consent materials and/or to reimburse a shareholder’s expenses in soliciting proxies or consents.
– Shareholders can enter into unanimous agreements that govern the exercise of corporate powers, management of the business and affairs, and relations between and among the shareholders, directors, and corporation, without the previous limit of 100 shareholders.
– Committees of the board of directors may consist of one or more directors and have expanded authority and powers.
– Shareholders bringing a derivative suit may now allege the reasons they did not make an effort to obtain the desired action from the board. – Boards of directors can now decide to hold shareholder meetings solely through remote communication
– Shareholders no longer need to approve the merger plan in a two-step acquisition consisting of a tender offer and merger
– There is now a domestication procedure for corporations to change their domestic or foreign status
– Courts can appoint receivers, custodians, or provisional directors instead of ordering judicial dissolution in case of a management deadlock – Sandra Feldman has been with CT Corporation since 1985 and has been the Publications Attorney since 1988.
– She stays on top of the most pressing business entity law issues that impact CT customers of all sizes and segments.
– CT has compiled significant legislative and case law developments from 2023.

https://www.wolterskluwer.com/en/expert-insights/florida-makes-major-changes-to-its-business-corporation-act