What Do the Proposed Sections 607.0145-607.0152 Do?

The Florida legislature is reviewing a proposed statutory ratification procedure for defective
corporate actions. These proposed sections would provide a ratification procedure for corporate
actions that were improperly authorized and shares that have been improperly issued. These
proposed sections would serve as a supplement to common law ratification.

What are examples of defective corporate actions?
Corporate actions taken without approval from the board of directors, failure to validly appoint
an initial board of directors, failure to obtain required shareholder approval prior to corporate
action, overissuing shares without the required approval, lack of compliance with appraisal
requirements, and the issuance of shares without confirmation that the corporation had received
consideration payable for the shares.

When will this ratification procedure be available?
This ratification procedure will be available when there is evidence that a corporate action was
defectively implemented. These proposed provisions would allow the ratification of shares that
were deemed improperly issued, but would not allow a corporation to issue shares retroactively
if there was no evidence that these shares were previously issued. Evidence can include share
certificates, resolutions, share purchase agreements, or correspondence that clearly indicates that
shares were issued or were intended to be.

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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