January 1st, 2020 Changes to the Florida Corporate Statute

EPGD Law Transactional

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.

EPGD Business Law is located in beautiful Coral Gables. Call us at (786) 837-6787, or contact us through the website to schedule a consultation.

*Disclaimer: this blog post is not intended to be legal advice. We highly recommend speaking to an attorney if you have any legal concerns. Contacting us through our website does not establish an attorney-client relationship.*

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Eric Gros-Dubois

Founding partner Eric Gros-Dubois established EPGD Business Law in 2013. With over a decade of experience expanding the firm and leading it to its current success, Eric now primarily manages the corporate division of EPGD. Given Eric’s educational background, holding both a JD and MBA, combined with his own unique experience of starting a business from scratch and growing it to a multi-million dollar firm, he brings a specialized and invaluable perspective to those seeking legal assistance for themselves and their businesses. Having now instilled his same values in our team of skilled corporate associates, Eric leads a firm that is always ready, willing, and equipped to handle any and every legal matter that a business owner may have.


*The following comments are not intended to be treated as legal advice. The answer to your question is limited to the basic facts presented. Additional details may heavily alter our assessment and change the answer provided. For a more thorough review of your question please contact our office for a consultation.

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