H 797

F   L      O   R   I   D   A     H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
    1
    2  An act relating to nonprofit corporations; amending s.
    3  617.01011, F.S.; renaming the "Florida Not For Profit
    4  Corporation Act" as the "Florida Nonprofit Corporation
    5  Act"; amending s. 617.01201, F.S.; providing
    6  applicability; providing that provisions of a plan or
    7  filed document may not be made dependent upon facts
    8  outside the plan or filed document; requiring a
    9  corporation to file articles of amendment with the
10  Department of State under certain circumstances;
11  providing that articles of amendment are deemed to be
12  authorized by the authorization of the original filed
13  document to which they relate; providing that such
14  articles of amendment may be filed by the corporation
15  without further action by the board of directors or
16  the members; defining the terms "filed document" and
17  "plan"; making technical changes; amending s.
18  617.0123, F.S.; providing that a document accepted for
19  filing may specify an effective time and a delayed
20  effective date; providing that a previous effective
21  date may be specified in the initial articles of
22  incorporation if such date is within a specified
23  timeframe; specifying when a document accepted for
24  filing is effective; providing that the date or time
25  at which a document is filed is the time and date at
  Page 1 of 327
        CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
F   L   O   R   I   D   A     H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
        ENROLLED
        CS/CS/HB 797  2026 Legislature
26  the place of filing in this state; amending s.
27  617.0124, F.S.; revising the circumstances in which a
28  domestic or foreign corporation may correct a document
29  filed with the department; prohibiting articles of
30  correction from containing a delayed effective date
31  for the correction; authorizing a corporation to
32  withdraw a filing delivered to the department before
33  it takes effect by delivering a withdrawal statement
34  to the department for filing; specifying what
35  information must be included in a withdrawal
36  statement; providing that the action or transaction
37  evidenced by the original filing does not take effect
38  upon the filing of a withdrawal statement by the
39  department; amending s. 617.0126, F.S.; revising what
40  a domestic or foreign corporation may do if the
41  department refuses to file a document delivered to its
42  office for filing; amending s. 617.0127, F.S.;
43  requiring all courts, public offices, and official
44  bodies to receive all certificates issued by the
45  department as prima facie evidence of certain facts;
46  amending s. 617.0128, F.S.; requiring the department
47  to issue, upon request, a certificate of status for a
48  domestic corporation or a certificate of authorization
49  for a foreign corporation; amending s. 617.01301,
50  F.S.; revising who must answer interrogatories
  Page 2 of 327
     CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
F   L   O   R   I   D   A     H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
        ENROLLED
        CS/CS/HB 797  2026 Legislature
51  directed at a corporation; making technical changes;
52  amending s. 617.01401, F.S.; defining, revising, and
53  deleting terms; amending s. 617.0141, F.S.; requiring
54  written and oral notice to be communicated in a
55  specified manner; making technical changes; creating
56  s. 617.0143, F.S.; defining terms; providing that a
57  director is not automatically prevented from being a
58  qualified director under certain circumstances;
59  amending s. 617.0202, F.S.; revising the contents of
60  the articles of incorporation; amending s. 617.0204,
61  F.S.; deleting an exception for liability for
62  preincorporation transactions; amending s. 617.0206,
63  F.S.; providing an exception when the initial bylaws
64  of a corporation must be adopted by its board of
65  directors; amending s. 617.0302, F.S.; revising the
66  corporate powers of nonprofit corporations; amending
67  s. 617.0304, F.S.; making technical changes; amending
68  s. 617.0401, F.S.; authorizing a corporation to
69  register under a name that is not otherwise
70  distinguishable on the records of the department under
71  certain circumstances; providing that the corporate
72  name as filed with the department is for public notice
73  only and does not alone create any presumption of
74  ownership of such name; providing applicability;
75  amending s. 617.0403, F.S.; authorizing a foreign
  Page 3 of 327
     CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
F   L    O   R   I   D   A     H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
76  corporation that has registered its name to conduct
77  its affairs in this state; making technical changes;
78  amending s. 617.0501, F.S.; specifying the duties of a
79  registered agent; deleting the definition for the term
80  "authorized entity"; authorizing a court to stay a
81  proceeding commenced by a corporation until the
82  corporation is in compliance; making technical
83  changes; amending s. 617.0502, F.S.; revising the
84  information required in a statement filed with the
85  department for a corporation requesting to change its
86  registered office or its registered agent; deleting a
87  provision that a registered agent may resign by
88  signing and delivering to the department a statement
89  of resignation; revising the statement of resignation
90  requirements; deleting the notification requirements
91  for a registered agent who changes his or her business
92  name or business address; deleting a provision that a
93  registered office or registered agent may be changed
94  on the corporation's annual report form filed with the
95  department; deleting a requirement that the department
96  collect a fee for filings; creating s. 617.05021,
97  F.S.; authorizing a registered agent to resign as
98  agent for a corporation in a specified manner under
99  certain circumstances; providing applicability;
100  providing that a registered agent is terminated upon
  Page 4 of 327
      CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
F   L    O   R   I   D   A     H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
101  the department filing certain documents; providing
102  that a registered agent ceases to have responsibility
103  for any matter tendered to the agent once a statement
104  of resignation takes effect; authorizing a registered
105  agent to resign from a corporation regardless of
106  whether the corporation has active status; creating s.
107  617.05022, F.S.; authorizing a registered agent
108  seeking to change the registered agent's name or
109  business address to file with the department a
110  statement of change; specifying the information to be
111  included in the statement of change; requiring a
112  registered agent to furnish notice of the statement of
113  change to the represented corporation; providing that
114  the statement of change is effective when filed by the
115  department; providing that such changes may be made by
116  the corporation with other filings by the department;
117  requiring the department to collect a fee for filings;
118  amending s. 617.0503, F.S.; deleting applicability for
119  alien business organizations; revising the testimony
120  and records required to be produced for the Department
121  of Legal Affairs by certain domestic or foreign
122  corporations; deleting definitions; making technical
123  changes; amending s. 617.0505, F.S.; prohibiting a
124  corporation from paying any dividend and making
125  distributions of any part of its net income or net
  Page 5 of 327
      CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
F   L    O   R   I   D   A     H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
126  earnings to its members, directors, or officers;
127  revising exceptions; providing that a dividend or
128  distribution by a nonprofit insurance company
129  subsidiary is not a distribution under certain
130  circumstances; making technical changes; amending s.
131  617.0601, F.S.; providing that, for certain nonprofit
132  corporations, notice to, the presence of, or the vote,
133  consent, or other action by a board of directors
134  satisfies a specified requirement; requiring
135  corporation members who have no other rights except as
136  provided in the articles of incorporation or the
137  bylaws to have the same rights and obligations as
138  every other member; authorizing a corporation to admit
139  members for no consideration or for such consideration
140  as determined by the board of directors; providing
141  that such consideration may take any form; providing
142  that payment of such consideration may be made as set
143  forth in or authorized by the articles of
144  incorporation, the bylaws, or the action of the board
145  of directors; prohibiting a corporation from being a
146  member of itself or exercising the rights of a member
147  with respect to itself; providing that a corporation's
148  purchase of its own membership interest is canceled
149  under certain circumstances; making technical changes;
150  creating s. 617.0603, F.S.; authorizing a corporation
  Page 6 of 327
      CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
F   L    O   R   I   D   A     H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
151  to pay certain compensation to and confer certain
152  benefits upon its members, directors, officers,
153  agents, and employees; authorizing a corporation to
154  make certain distributions to its members and others
155  upon dissolution or final liquidation; providing that
156  such payments, benefits, or distributions may not be
157  deemed to be a dividend or a distribution of income or
158  earnings; amending s. 617.0604, F.S.; authorizing a
159  corporation to levy dues, assessments, and fees on its
160  members to the extent authorized by the articles of
161  incorporation or bylaws; providing that such dues,
162  assessments, and fees may be imposed on members of the
163  same class in alike or different amounts or
164  proportions, and imposed on a different basis on
165  different classes of members; providing that certain
166  members may be made exempt from such dues,
167  assessments, and fees to the extent provided in the
168  articles of incorporation or bylaws; providing that
169  the amount and method of collecting such dues,
170  assessments, and fees may be fixed in the articles of
171  incorporation or bylaws, or by the board of directors
172  or its members; providing that the articles of
173  incorporation or bylaws may provide reasonable means
174  to enforce the collection of such dues, assessments,
175  and fees; prohibiting a creditor of a corporation from
  Page 7 of 327
      CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
F   L    O   R   I   D   A     H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
176  bringing a proceeding to reach the liability of a
177  member of the corporation unless certain conditions
178  are met; authorizing all creditors of a corporation to
179  intervene in any other creditor's proceeding brought
180  to reach and apply unpaid amounts due from the
181  corporation; authorizing all members who owe unpaid
182  amounts to the corporation to be joined in the
183  proceeding; providing that satisfaction of a debt owed
184  to a creditor by the corporation through payment of a
185  member who owes unpaid amounts to the corporation
186  satisfies the debt of the corporation to the creditor
187  and the debt of the member to the corporation to the
188  extent so paid by the member to the creditor; amending
189  s. 617.0605, F.S.; revising the process by which
190  membership interests of a corporation may be
191  transferred; amending s. 617.0606, F.S.; authorizing a
192  member to resign at any time for any reason; amending
193  s. 617.0607, F.S.; providing that a member who had a
194  membership suspended or terminated may be liable to
195  the corporation for dues, assessments, or fees for
196  obligations incurred or commitments made before the
197  expulsion, suspension, or termination; providing that
198  any such expulsion, suspension, or termination does
199  not relieve the member of any obligations or
200  commitments made before the expulsion, suspension, or
  Page 8 of 327
      CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
F   L    O   R   I   D   A     H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
201  termination; authorizing a corporation to levy fines
202  or penalize its members if such actions are authorized
203  in the articles of incorporation or bylaws;
204  prohibiting the levy of certain penalties until after
205  the corporation has provided notice to the member
206  concerned and has afforded the affected member an
207  opportunity to be heard on the matter; amending s.
208  617.0608, F.S.; prohibiting certain corporations from
209  purchasing the membership interests or any rights
210  arising from membership of any of their members;
211  authorizing certain other corporations to purchase the
212  membership interest of any member or any right arising
213  from membership, subject to the articles of
214  incorporation or bylaws; providing that payment for
215  such membership interest or right arising from
216  membership is not a dividend or a distribution of
217  income or earnings; providing circumstances in which a
218  corporation may purchase the membership interests of a
219  member who resigns; amending s. 617.0701, F.S.;
220  authorizing a corporation with members to hold
221  meetings for certain purposes; providing that
222  specified meetings may be held in or out of this
223  state; providing that failure to hold a required
224  annual meeting does not work a forfeiture or
225  dissolution of the corporation and does not affect the
  Page 9 of 327
      CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
F   L    O   R   I   D   A     H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
226  validity of any corporate action; revising when
227  special meetings of the members may be called;
228  providing that a written demand for a special meeting
229  may be revoked by a writing received by the
230  corporation before receiving the written demands from
231  certain members sufficient in number to require
232  holding the special meeting; providing that any
233  business other than that described in the meeting
234  notice may not be conducted at the meeting;
235  authorizing special meetings to be held in or out of
236  this state at a place stated in or fixed in accordance
237  with the articles of incorporation and bylaws;
238  requiring that special meetings be held at the
239  corporation's principal office if no such place is
240  stated in or fixed in the articles of incorporation
241  and bylaws or in the notice of special meeting;
242  providing that action taken by written consent is
243  effective when such written consent is signed by
244  members entitled to cast the required number of votes
245  on the action and has been delivered to the
246  corporation; requiring that, for corporations whose
247  nonvoting members must be given notice of proposed
248  corporate action, proper notice be given to the
249  nonvoting members after obtaining authorization by
250  written consent; authorizing members to waive any
  Page 10 of 327
      CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
F   L    O   R   I   D   A     H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
251  required notice within a certain timeframe; requiring
252  that such waiver be in writing, signed by the member,
253  and delivered to the corporation for filing; providing
254  that a member's attendance at a meeting waives certain
255  objections; making technical changes; amending s.
256  617.0721, F.S.; providing that a member or a member's
257  attorney in fact may appoint a proxy to vote or
258  otherwise act for the member for certain duties;
259  requiring that an appointment form contain certain
260  information; specifying when an appointment of a proxy
261  is effective and valid; providing that the death or
262  incapacity of a member who appoints a proxy does not
263  affect the right of the corporation to accept the
264  proxy's authority under certain circumstances;
265  authorizing a member to revoke appointment of a proxy;
266  providing an exception; providing that a corporation
267  may reject a ballot or demand, as well as a vote,
268  consent, waiver, or proxy appointment, under certain
269  circumstances; providing that members of any class,
270  their attorneys-in-fact, and proxies may participate
271  in any meeting of members to the extent that the board
272  of directors authorizes such participation for such
273  class; limiting participation by remote communication
274  to the guidelines and procedures adopted by the board
275  of directors; providing that members, their attorneys-
  Page 11 of 327
      CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
F   L    O   R   I   D   A     H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
276  in-fact, and proxies who participate by means of
277  remote communication are deemed present in person and
278  may vote at a meeting under certain circumstances;
279  requiring that a vote or action taken by a member, a
280  member's attorney in fact, or a proxy by means of
281  remote communication be maintained by the corporation;
282  providing that a meeting may be held solely by means
283  of remote communication only under certain
284  circumstances; making technical changes; creating s.
285  617.0741, F.S.; prohibiting directors, officers, or
286  members from commencing a proceeding in the right of a
287  domestic or foreign corporation unless certain
288  circumstances exist; creating s. 617.0742, F.S.;
289  specifying requirements for a complaint in a
290  proceeding brought in the right of a corporation;
291  creating s. 617.0743, F.S.; authorizing the court to
292  stay a derivative proceeding if the corporation
293  commences an inquiry into the allegations made in the
294  demand or complaint; creating s. 617.0744, F.S.;
295  authorizing the court to dismiss a derivative
296  proceeding on motion by the corporation if a certain
297  determination is made by specified persons; providing
298  that the corporation has the burden of proof in all
299  such cases in regard to certain issues; authorizing
300  the court to appoint a panel of disinterested and
  Page 12 of 327
      CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
F   L    O   R   I   D   A     H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
301  independent persons to make such determination;
302  providing construction; creating s. 617.0745, F.S.;
303  providing that a derivative action may not be
304  discontinued or settled without the court's approval;
305  requiring the court to direct that notice be given to
306  certain members under certain circumstances;
307  authorizing the court to determine which party bears
308  the expense of giving such notice; creating s.
309  617.0746, F.S.; authorizing the court to take
310  specified action upon the termination of a derivative
311  proceeding; creating s. 617.0747, F.S.; providing
312  applicability; amending s. 617.0803, F.S.; revising
313  the number of persons to serve on the board of
314  directors; creating s. 617.0804, F.S.; specifying the
315  manner in which directors of membership and
316  nonmembership corporations are elected; creating s.
317  617.0805, F.S.; providing that the articles of
318  incorporation or bylaws may specify the terms of
319  directors; providing that if a term is not specified
320  in the articles of incorporation or bylaws, the term
321  of a director is 1 year; providing that a decrease in
322  the number of directors does not affect an incumbent
323  director's term; providing that the term of a director
324  elected to fill a vacancy expires at the end of the
325  term the director is filling; providing that a
  Page 13 of 327
      CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
F   L    O   R   I   D   A     H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
326  director continues to serve after his or her term
327  expires until the director's successor takes office;
328  amending s. 617.0808, F.S.; providing that a director
329  may be removed under certain circumstances; amending
330  s. 617.0809, F.S.; revising the manner in which a
331  vacancy on the board of directors is filled; deleting
332  a requirement that the term of a director elected or
333  appointed to fill a vacancy expires at the next annual
334  meeting to elect directors; deleting a provision
335  authorizing a vacancy caused by an increase in the
336  number of directors to be filled by the board of
337  directors in a specified manner; creating s.
338  617.08091, F.S.; authorizing the court to remove a
339  director from office in a proceeding commenced by or
340  in the right of the corporation if the court makes
341  certain findings; limiting the persons who may bring
342  such an action; requiring that an action by a member
343  be brought only if the member or members collectively
344  bringing action have a specified voting power;
345  authorizing the court to bar the director from being
346  reelected, redesignated, or reappointed for a period
347  prescribed by the court; providing construction;
348  amending s. 617.0820, F.S.; revising the criteria for
349  when meetings of the board of directors may be called;
350  authorizing that regular meetings of the board of
  Page 14 of 327
      CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
F   L    O   R   I   D   A     H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
351  directors may be held without notice of date, time,
352  place, or purpose; requiring that special meetings of
353  the board of directors be preceded by a certain amount
354  of notice of the date, time, and place of the meeting;
355  amending s. 617.0821, F.S.; requiring that actions
356  taken without a meeting be delivered to the
357  corporation; revising when certain action taken is
358  effective; providing that a director's consent may be
359  withdrawn by a revocation signed by the director and
360  delivered to the corporation before delivery to the
361  corporation of certain unrevoked written consents;
362  amending s. 617.0823, F.S.; revising the list of what
363  a director waives when he or she signs a waiver of
364  notice and attends a meeting of the board of
365  directors; amending s. 617.0830, F.S.; specifying the
366  standards of conduct a member of the board of
367  directors or a board committee must conform to in
368  discharging his or her duties; authorizing members to
369  rely on certain persons in discharging their duties;
370  providing that a director is not a trustee in certain
371  respects; amending s. 617.0832, F.S.; defining terms;
372  providing that if a director's conflict of interest
373  transaction is fair to the corporation at the time
374  that transaction is authorized, approved, effectuated,
375  or ratified, the transaction is not void or voidable,
  Page 15 of 327
      CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
F   L    O   R   I   D   A     H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
376  and is not grounds for relief, damages, or other
377  sanctions; providing that the person challenging the
378  validity of such transaction or seeking relief has the
379  burden of proving certain facts; specifying the burden
380  of proof for the person defending or asserting the
381  validity of the director's conflict of interest;
382  providing that the presence of or a vote cast by a
383  director with an interest in a transaction does not
384  affect the validity of the action if the transaction
385  is otherwise authorized, approved, or ratified by the
386  board of directors; authorizing a party challenging
387  the validity of the transaction to assert and prove
388  that a director or member was not disinterested on
389  certain grounds for the purpose of voting on,
390  consenting to, or approving the transaction; requiring
391  that an action to satisfy certain authorization
392  requirements be taken by the board of directors or a
393  committee in order to authorize the transaction under
394  certain circumstances; requiring that action be taken
395  to satisfy certain requirements by the members or a
396  committee in order to authorize the transaction under
397  certain circumstances; reordering and amending s.
398  617.0834, F.S.; revising immunity and liability of
399  certain persons; specifying when such persons are
400  deemed not to have derived an improper personal
  Page 16 of 327
      CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
F   L    O   R   I   D   A     H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
401  benefit from any transaction under certain
402  circumstances; revising the definition of the term
403  "recklessness"; providing construction; amending s.
404  617.0835, F.S.; revising applicability; creating s.
405  617.0844, F.S.; providing the standards of conduct an
406  officer must conform to in discharging his or her
407  duties; authorizing officers to rely on certain
408  persons in discharging their duties; specifying the
409  duties of an officer; providing that an officer is not
410  a trustee with respect to the corporation or any
411  property held or administered by the corporation in
412  trust; amending s. 617.1001, F.S.; revising the
413  authority of the corporation to amend its articles of
414  incorporation; amending s. 617.1002, F.S; revising the
415  procedure for amending the articles of incorporation;
416  amending s. 617.1006, F.S.; requiring that an
417  amendment to the articles of incorporation be
418  delivered to the department for filing articles of
419  amendment; specifying what must be set forth in such
420  articles of amendment; amending s. 617.1101, F.S.;
421  revising the plan of merger for certain entities;
422  specifying what a plan of merger must include;
423  providing that terms of a plan of merger may be made
424  dependent upon facts objectively ascertainable outside
425  the plan; authorizing amendments to a plan of merger
  Page 17 of 327
      CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
F   L    O   R   I   D   A     H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
426  with the consent of each party to the merger, except
427  as provided in the plan; authorizing a domestic party
428  to a merger to approve an amendment to a plan in a
429  certain manner; amending s. 617.1102, F.S.; revising
430  the limitations on merger for certain corporations
431  that hold property for a charitable purpose; amending
432  s. 617.1103, F.S.; specifying the manner in which a
433  plan of merger must be adopted for a domestic
434  corporation whose members are entitled to vote on the
435  merger; authorizing the adoption of a plan of merger
436  at the meeting of the board of directors for certain
437  domestic corporations; providing that a plan of merger
438  may be abandoned after the plan has been approved but
439  before the articles of merger are effective; providing
440  that the plan may be abandoned by the board of
441  directors in the same manner as the plan of merger was
442  approved by a domestic corporation or a merging
443  domestic eligible entity; requiring that a statement
444  of abandonment signed by all parties that signed the
445  articles of merger be delivered to the department if
446  the merger is abandoned after articles of merger were
447  delivered to the department for filing but before the
448  articles of merger become effective; specifying what
449  must be in a statement of abandonment; creating s.
450  617.1104, F.S.; authorizing a domestic or foreign
  Page 18 of 327
      CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
F   L    O   R   I   D   A     H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
451  parent eligible entity that holds membership in a
452  domestic corporation and that carries a specified
453  percentage of voting power of the domestic corporation
454  to merge the subsidiary into itself or into another
455  specified domestic or foreign eligible entity or to
456  merge itself into the subsidiary; providing that such
457  mergers do not require approval of the board of
458  directors or members of the subsidiary unless
459  required; providing that articles of merger do not
460  need to be signed by the subsidiary entity; requiring
461  the parent eligible entity to notify subsidiary
462  members within a specified timeframe; providing
463  construction; amending s. 617.1105, F.S.; requiring
464  that the articles of merger be signed by each party to
465  the merger if the merger has been approved; providing
466  an exception; specifying what must be included in the
467  articles of merger; requiring that the articles of
468  merger be delivered to the department for filing;
469  specifying when a merger becomes effective;
470  authorizing the filing of articles of merger in a
471  specified manner under certain circumstances; amending
472  s. 617.1106, F.S.; revising the effects of a merger
473  once such merger becomes effective; providing that a
474  merger does not give rise to any rights that any
475  interest holder or third party would have upon a
  Page 19 of 327
      CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
F   L    O   R   I   D   A     H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
476  dissolution, liquidation, or winding up of that party;
477  providing that a party to a merger is not required to
478  wind up its affairs and cause its dissolution or
479  termination; prohibiting certain property held in
480  trust or otherwise used for charitable purposes from
481  being diverted from such purposes except as provided
482  by law; providing that any bequest, devise, gift,
483  grant, or promise contained in certain instruments
484  inures to the survivor of the merger; providing that a
485  trust obligation that would govern property if the
486  property is directed to be transferred to the
487  nonsurviving party is transferred to the surviving
488  party of a merger; amending s. 617.1107, F.S.;
489  deleting provisions related to mergers of foreign
490  corporations and domestic corporations under certain
491  circumstances; requiring a foreign eligible entity
492  that survives a merger to comply with ch. 617, F.S.;
493  deleting a provision to allow abandonment of merger
494  under certain circumstances; amending s. 617.1202,
495  F.S.; revising the manner in which a corporation may
496  sell, lease, exchange, or otherwise dispose of all, or
497  substantially all, of its property; specifying the
498  manner in which a board of directors proposes and its
499  members approve the proposed transaction; authorizing
500  the corporation to abandon such disposition of
  Page 20 of 327
      CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
F   L    O   R   I   D   A     H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
501  property without action by the members; providing
502  exceptions; providing construction; reenacting and
503  amending s. 617.1401, F.S.; revising what must be set
504  forth in articles of dissolution; amending s.
505  617.1402, F.S.; making technical changes; amending s.
506  617.1403, F.S.; defining the term "dissolved
507  corporation"; reenacting and amending s. 617.1405,
508  F.S.; authorizing the circuit court to appoint a
509  trustee, custodian, receiver, or provisional director
510  for any property owned or acquired by the corporation
511  to conduct its affairs for winding up and liquidating
512  its affairs if any director or officer of the
513  dissolved corporation is unwilling or unable to serve
514  or cannot be located; prohibiting certain property
515  held in trust from being diverted from its trust or
516  charitable purpose unless done so under certain
517  circumstances; amending s. 617.1406, F.S.; deleting
518  obsolete language; making technical changes; amending
519  s. 617.1407, F.S.; revising the notice requirements
520  that a dissolved corporation or successor entity must
521  file with the department; revising the claimants who
522  may bring a claim against a dissolved corporation or
523  successor entity; providing conditions under which
524  certain claims are barred; amending s. 617.1408, F.S.;
525  authorizing that a dissolved corporation or successor
  Page 21 of 327
      CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
F   L    O   R   I   D   A     H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
526  entity may dispose of known claims against it by
527  giving written notice to its known claimants of the
528  dissolution within a specified timeframe after a
529  specified timeframe; specifying what must be in such
530  written notice; authorizing that a dissolved
531  corporation or successor entity may reject a claim
532  submitted by a claimant and received before the
533  specified timeframe by mailing notice of the rejection
534  to the claimant within a specified timeframe;
535  specifying what must be included in such notice;
536  providing that a claim against a dissolved corporation
537  is barred under certain circumstances; defining the
538  term "known claim"; providing that such notice does
539  not revive any claim then barred or acknowledge that
540  any person to whom such notice is sent is a proper
541  claimant and does not operate as a waiver of any
542  defenses or counterclaims; creating s. 617.1409, F.S.;
543  authorizing a dissolved corporation to file with the
544  circuit court for a determination of the amount and
545  form of security to be provided for payment of unknown
546  claims; specifying certain notice requirements of such
547  proceeding; authorizing the court to appoint a
548  guardian ad litem for a specified purpose; requiring
549  the dissolved corporation to pay the reasonable fees
550  and expenses of the guardian ad litem; providing that
  Page 22 of 327
      CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
F   L    O   R   I   D   A     H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
551  provisions by the dissolved corporation for security
552  ordered by the court satisfies the dissolved
553  corporation's obligations with respect to certain
554  claims; creating s. 617.14091, F.S.; providing that
555  directors of certain dissolved corporations are not
556  personally liable to its claimants; authorizing
557  certain claims from being enforced against the
558  dissolved corporation's undistributed assets and a
559  member of the dissolved corporation on a pro rata
560  share of the claim or the corporate assets distributed
561  to such member, whichever is less; providing
562  construction; amending s. 617.1420, F.S.; requiring
563  the department to serve notice in a record to the
564  corporation of its intent to administratively dissolve
565  a corporation under certain circumstances; specifying
566  the manner in which the department may issue the
567  notice; requiring the department to administratively
568  dissolve a corporation that does not respond to such
569  notice within a specified timeframe; requiring the
570  department to issue a notice in a record of
571  administrative dissolution that states the grounds for
572  the administrative dissolution; authorizing the
573  department to issue such notice in a specified manner;
574  reenacting and amending s. 617.1421, F.S.; making
575  technical changes; amending s. 617.1430, F.S.;
  Page 23 of 327
      CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
F   L    O   R   I   D   A     H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
576  revising when a circuit court may dissolve a
577  corporation or order other remedies; amending s.
578  617.1431, F.S.; revising the venue for judicial
579  dissolution proceedings; providing that directors need
580  not be made parties to a proceeding to dissolve a
581  corporation unless relief is sought against them
582  individually; authorizing a court to award reasonable
583  attorney fees and costs to the other parties to the
584  proceedings if the court makes certain findings;
585  deleting obsolete language; amending s. 617.1432,
586  F.S.; prohibiting a court from appointing a custodian
587  or receiver brought in certain proceedings if its
588  members, directors, or authorized persons have
589  provided for the appointment of a provisional director
590  or other means for the resolution of a deadlock;
591  authorizing the court to enforce the remedy so
592  provided by the provisional director; revising who the
593  court may appoint to act as receiver or custodian of
594  the corporation; revising the duties of the receiver
595  redesignated as custodian by the court; authorizing
596  the court to amend the order designating the receiver
597  as custodian and custodian as receiver; making
598  technical changes; amending s. 617.1433, F.S.;
599  conforming provisions to changes made by the act;
600  making technical changes; creating s. 617.1434, F.S.;
  Page 24 of 327
      CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
F   L    O   R   I   D   A     H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
601  authorizing the court to order certain actions be
602  taken as an alternative to directing the dissolution
603  of the corporation; creating s. 617.1435, F.S.;
604  authorizing the court to appoint a provisional
605  director for a certain proceeding if it appears such
606  appointment will remedy the grounds alleged by the
607  complaining members or directors; providing that a
608  provisional director may be appointed without a
609  vacancy on the board of directors; providing that a
610  provisional director has all the rights and powers of
611  a duly elected director, until removed; specifying the
612  criteria for a provisional director; requiring a
613  provisional director to report to the court concerning
614  certain matters; providing that a provisional director
615  is not liable for actions taken or decisions made;
616  providing exceptions; requiring the provisional
617  director to submit recommendations to the court if
618  directed; authorizing any officer or director to
619  petition the court for certain instructions; requiring
620  the court to compensate and reimburse the provisional
621  director; amending s. 617.1440, F.S.; providing an
622  exception to the assets that must be deposited with
623  the Department of Financial Services for safekeeping;
624  making technical changes; creating s. 617.15015, F.S.;
625  providing the governing law for a foreign corporation
  Page 25 of 327
      CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
F   L    O   R   I   D   A     H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
626  for certain affairs and interests of the foreign
627  corporation; prohibiting a foreign corporation from
628  being denied a certificate of authority for a
629  specified reason; providing that a certificate of
630  authority does not authorize a foreign corporation to
631  engage in any business or exercise any prohibited
632  power; amending s. 617.1502, F.S.; making technical
633  changes; providing that any member, officer, or
634  director of a foreign corporation is not liable for
635  the debts, obligations, or other liabilities of the
636  foreign corporation under certain circumstances;
637  providing applicability; requiring a foreign
638  corporation that transacts business in this state
639  without a certificate of authority to appoint the
640  Secretary of State as its agent for service of
641  process; amending s. 617.1503, F.S.; conforming a
642  provision to changes made by the act; amending s.
643  617.1504, F.S.; revising the requirements for a
644  foreign corporation to amend its certificate of
645  authority; revising applicability; authorizing a
646  foreign corporation to amend its certificate of
647  authority to add, remove, or change certain
648  information; amending s. 617.1505, F.S.; deleting a
649  prohibition of the state to regulate the organization
650  or internal affairs of a foreign corporation; making a
  Page 26 of 327
      CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
F   L    O   R   I   D   A     H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
651  technical change; amending s. 617.1506, F.S.; revising
652  the requirements for a foreign corporation whose name
653  is noncompliant to use an alternate name; authorizing
654  the foreign corporation to use its name if it becomes
655  available; providing construction; authorizing a
656  foreign corporation to transact business in this state
657  under the alternate name; providing an exception;
658  prohibiting a foreign corporation with a noncompliant
659  name from transacting business in this state until
660  such corporation obtains an amended certificate of
661  authority; authorizing a foreign corporation to
662  register under a name not otherwise distinguishable on
663  the records of another registered entity under certain
664  circumstances; amending s. 617.1507, F.S.; requiring
665  certain registered agents file a statement with the
666  department with certain information; providing the
667  duties of a registered agent; deleting the definition
668  of the term "authorized entity"; requiring the
669  department to maintain an accurate record of the
670  registered agent and registered offices; requiring the
671  department to furnish any information for a fee;
672  prohibiting a foreign corporation from prosecuting or
673  maintaining any action in a court in this state until
674  it complies with certain requirements; authorizing a
675  court to stay a proceeding commenced by a foreign
  Page 27 of 327
      CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
F   L    O   R   I   D   A     H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
676  corporation until such compliance; amending s.
677  617.1508, F.S.; specifying what must be in a statement
678  of change; providing that a statement of change is
679  effective when filed with the department; providing a
680  statement of change may also be filed on the foreign
681  corporation's annual report in an application for
682  reinstatement; making technical changes; amending s.
683  617.1509, F.S.; requiring the registered agent of a
684  foreign corporation to mail a copy of his or her
685  statement of resignation to the foreign corporation
686  after filing it with the department; providing when a
687  registered agent is terminated; providing that a
688  registered agent ceases to have responsibility for any
689  matters for the foreign corporation when a statement
690  of resignation takes effect; providing that
691  resignation does not affect contractual rights between
692  the foreign corporation and the registered agent;
693  authorizing a registered agent to resign from a
694  foreign corporation regardless if it has active
695  status; creating s. 617.15091, F.S.; providing the
696  permissible means of delivery of certain
697  communications; providing when notice to the
698  department is effective; providing an exception;
699  amending s. 617.1520, F.S.; requiring a foreign
700  corporation who wishes to cancel its certificate of
  Page 28 of 327
      CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
F   L    O   R   I   D   A     H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
701  authority to deliver to the department a notice of
702  withdrawal of certificate of authority; providing when
703  the certificate is effective; requiring such
704  certificate be signed by an officer or a director and
705  state certain information; providing that service of
706  process for a foreign corporation whose withdrawal is
707  effective is on the Secretary of State; creating s.
708  617.1521, F.S.; providing that a foreign corporation
709  that converts to a domestic corporation or another
710  domestic eligible entity is deemed to have withdrawn
711  its certificate of authority on the effective date of
712  the conversion; creating s. 617.1522, F.S.; requiring
713  certain entities no longer authorized to conduct
714  affairs in this state to deliver a notice of
715  withdrawal of certificate of authority to the
716  department for filing; specifying service of process
717  for such entities; creating s. 617.1523, F.S.;
718  authorizing the Department of Legal Affairs to
719  maintain an action to enjoin a foreign corporation
720  from illegally conducting affairs in this state;
721  amending s. 617.1530, F.S.; authorizing the department
722  to revoke a foreign corporation's certificate of
723  authority to transact business under certain
724  circumstances; requiring revocation of a foreign
725  corporation's certificate of authority to be done on a
  Page 29 of 327
      CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
F   L    O   R   I   D   A     H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
726  specified date; requiring the department to issue
727  notice to revoke the foreign corporation's certificate
728  of authority and authority to transact business;
729  authorizing the department to issue notice stating the
730  grounds of such revocations by electronic transmission
731  if the foreign corporation provided an e-mail address;
732  providing that revocation of a foreign corporation's
733  certificate of authority does not terminate the
734  authority of the registered agent; creating s.
735  617.15315, F.S.; authorizing a foreign corporation
736  whose certificate of authority has been revoked to
737  apply to the department for reinstatement at any time
738  after the effective date of revocation; requiring the
739  foreign corporation to submit all fees and penalties
740  owed with its application for reinstatement;
741  specifying what must be included in the application
742  for reinstatement; authorizing a foreign corporation
743  to be reinstated if it pays all fees and penalties and
744  files its current annual report; requiring the
745  registered agent and an officer or director to sign
746  the annual report; requiring the department to
747  reinstate the foreign corporation if all conditions
748  are met; providing that a reinstatement relates back
749  to the effective date of the revocation of authority;
750  prohibiting another entity from using the name of the
  Page 30 of 327
      CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
F   L    O   R   I   D   A     H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
751  foreign corporation whose certificate of authority has
752  been revoked until after a specified timeframe;
753  requiring the department to require a foreign
754  corporation seeking reinstatement whose name has been
755  lawfully assumed by another eligible entity to comply
756  with choosing a new name before accepting its
757  application for reinstatement; amending s. 617.1532,
758  F.S.; requiring the department to serve a foreign
759  corporation with written notice explaining the reasons
760  for denial of its application for reinstatement;
761  authorizing a foreign corporation to appeal the
762  department's denial in a specified manner; specifying
763  how service is effectuated on the department;
764  authorizing the Circuit Court of Leon County to take
765  certain actions; providing that the circuit court's
766  final decision may be appealed; amending s. 617.1601,
767  F.S.; requiring a corporation to maintain certain
768  records; requiring such records be maintained in a
769  certain manner; amending s. 617.1602, F.S.; revising
770  the records a member of a corporation may inspect and
771  copy; authorizing the corporation to impose reasonable
772  restrictions on the disclosure, use, or distribution
773  of, and reasonable obligations to maintain the
774  confidentiality of, certain records; providing that
775  persons who become members of a corporation after a
  Page 31 of 327
      CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
F   L    O   R   I   D   A     H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
776  specified timeframe and who are entitled to vote at a
777  meeting are entitled to certain information; providing
778  an exception; prohibiting the abolishment or
779  limitation of the right of inspection by a
780  corporation's articles of incorporation or bylaws;
781  revising construction; prohibiting a member from
782  selling or distributing specific information or
783  records; providing an exception; prohibiting a person
784  from obtaining or using a membership list or any part
785  thereof for any purpose unrelated to a member's
786  interest without the consent of the board of
787  directors; revising the definition of the term
788  "member"; providing applicability; amending s.
789  617.1603, F.S.; authorizing a corporation to satisfy
790  the right of a member to inspect specific records by
791  means chosen by the corporation; providing that the
792  corporation bears the reasonable costs of converting
793  specified records; making technical changes;
794  conforming a cross-reference; amending s. 617.1604,
795  F.S.; revising the circumstances under which a
796  corporation is not liable for the costs of a member
797  inspecting and copying specified records; authorizing
798  the court to impose reasonable restrictions on the
799  confidentiality of such records; making technical
800  changes; amending s. 617.1605, F.S.; requiring a
  Page 32 of 327
      CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
F   L    O   R   I   D   A     H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
801  corporation to deliver or make available the latest
802  annual financial statements to a member within a
803  specified timeframe under certain circumstance;
804  requiring the corporation to notify the member within
805  a specified timeframe if the annual financial
806  statements have not been prepared for the fiscal year
807  requested; requiring the corporation to deliver to the
808  member the annual financial statements within a
809  specified timeframe; specifying how a corporation may
810  deliver the specified annual financial statements;
811  authorizing the corporation to place reasonable
812  restrictions on members requesting annual financial
813  statements; authorizing a corporation to decline to
814  issue annual financial statements if the corporation
815  determines the request was not made in good faith or
816  for a proper purpose; authorizing a member who has not
817  received a response from the corporation as required
818  to seek relief from the circuit court in the
819  applicable county; requiring the circuit court to
820  expedite the matter; authorizing the circuit court to
821  impose reasonable restrictions on the annual financial
822  statements; providing that the corporation has the
823  burden of proof; requiring the court to award the
824  member's expenses under certain circumstances;
825  providing exceptions; creating s. 617.16051, F.S.;
  Page 33 of 327
      CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
F   L    O   R   I   D   A     H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
826  providing that a director of a corporation is entitled
827  to inspect and copy specified records of the
828  corporation at any reasonable time for a specified
829  purpose; authorizing the circuit court of the
830  applicable county to order inspection and copying of
831  such records at the corporation's expense upon
832  application of a director who has been refused such
833  inspection rights; providing exceptions; requiring the
834  court to expedite such application; authorizing a
835  court that orders access to such records to include
836  specific provisions protecting the corporation from
837  undue burden or expense and prohibiting the director
838  from using such information obtained for a specified
839  purpose; authorizing the court to order the
840  corporation to reimburse the director for the costs
841  incurred for the application; amending s. 617.1622,
842  F.S.; revising the information to be included in a
843  domestic or foreign corporation's annual report to the
844  department; providing that if the name or address of a
845  registered agent in a corporation's annual report
846  differs from the records of the department, the annual
847  report is considered a statement of change; revising
848  when the first annual report must be delivered to the
849  department; providing reporting requirements for
850  specified entities involved in certain mergers,
  Page 34 of 327
      CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
F   L    O   R   I   D   A     H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
851  conversions, or domestications; creating s.
852  617.180301, F.S.; providing construction; requiring a
853  domesticating corporation to enter into a plan of
854  domestication; specifying what must be included in a
855  plan of domestication; authorizing the terms of a plan
856  of domestication to be made dependent upon facts
857  objectively ascertainable outside the plan; providing
858  applicability; creating s. 617.18031, F.S.; providing
859  the manner in which a domestication of a domestic
860  corporation into a foreign jurisdiction must be
861  adopted; creating s. 617.18032, F.S.; providing that
862  articles of domestication must be signed by the
863  domesticating corporation after certain circumstances;
864  specifying information to be included in the articles
865  of domestication; requiring that certain information
866  be included in the articles of domestication for a
867  domesticated corporation that is seeking to become a
868  domestic corporation; requiring that articles of
869  domestication be filed with the department and take
870  effect within certain timeframes; specifying when the
871  domestications of domestic and foreign corporations
872  are effective; providing that a domesticating foreign
873  corporation's certificate of authority is
874  automatically canceled when domestication becomes
875  effective; authorizing the filing of a certified copy
  Page 35 of 327
      CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
F   L    O   R   I   D   A     H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
876  of the articles of domestication in any county in this
877  state in which the domesticating corporation holds an
878  interest in real property; creating s. 617.18033,
879  F.S.; authorizing the amending of a plan of
880  domestication of a domestic corporation in certain
881  manners; authorizing the abandoning of a plan of
882  domestication under certain circumstances in the same
883  manner that the plan was approved or determined by the
884  board of directors; requiring a domesticating
885  corporation seeking to abandon domestication to send
886  to the department a statement of abandonment before
887  the articles of domestication become effective;
888  specifying the information the statement of
889  abandonment must include; creating s. 617.18034, F.S.;
890  specifying effects of domestication with respect to
891  rights, responsibilities, and liabilities; providing
892  that a domestication does not constitute or cause the
893  dissolution of the domesticating corporation;
894  prohibiting the diversion for any other purpose of
895  certain property held in trust or otherwise dedicated
896  to a charitable purpose and held by a domestic of
897  foreign corporation immediately before a domestication
898  becomes effective; providing that any bequest, devise,
899  gift, grant, or promise in certain instruments inures
900  to the domesticated corporation; providing that a
  Page 36 of 327
      CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
F   L    O   R   I   D   A     H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
901  trust obligation that would govern property if the
902  property is transferred to the domesticating
903  corporation applies to property that is transferred to
904  the domesticated corporation after domestication takes
905  effect; creating s. 617.1804, F.S.; specifying what
906  certain domestic and foreign entities may convert to
907  under certain circumstances; specifying applicability
908  of certain provisions in certain protected agreements
909  of a domestic converting corporation; creating s.
910  617.18041, F.S.; prohibiting a domestic corporation
911  that holds property for a charitable purpose from
912  becoming a domestic eligible entity or a foreign
913  eligible entity; providing an exception; creating s.
914  617.18042, F.S.; authorizing a domestic corporation to
915  convert to a domestic or foreign eligible entity by
916  approving a plan of conversion; specifying the
917  information to be included in the plan of conversion;
918  providing that the terms of a plan of conversion may
919  be made dependent upon facts objectively ascertainable
920  outside the plan; creating s. 617.18043, F.S.;
921  providing for the adoption of a plan of conversion for
922  a domestic corporation converting to a domestic or
923  foreign eligible entity other than a domestic
924  corporation; creating s. 617.18044, F.S.; requiring
925  specified entities that have had plans of conversion
  Page 37 of 327
      CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
F   L    O   R   I   D   A     H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
926  adopted and approved to sign articles of conversion;
927  specifying the information to be included in such
928  articles of conversion; requiring a converted domestic
929  corporation to satisfy the requirements of filing its
930  articles of incorporation; providing an exception;
931  requiring that certain domestic eligible entities'
932  organic records, if any, satisfy certain requirements;
933  providing an exception; requiring that articles of
934  conversion be delivered to the department for filing
935  and take effect on a specified date; specifying when
936  certain entities' conversions become effective;
937  authorizing the filing of articles of conversion in
938  combination with any filing required for certain
939  entities; providing that an eligible entity that is a
940  foreign eligible entity's foreign qualification
941  cancels automatically on the effective date of its
942  conversion; authorizing the filing of a certified copy
943  of the articles of conversion in the official records
944  of any county in this state in which the converting
945  eligible entity holds an interest in real property;
946  creating s. 617.18045, F.S.; authorizing the amending
947  of a plan of conversion of a converting eligible
948  entity that is a domestic corporation under certain
949  circumstances; authorizing such converting eligible
950  entity to abandon the plan of conversion without
  Page 38 of 327
      CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
F   L    O   R   I   D   A     H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
951  action by its interest holders under certain
952  circumstances; requiring a converting eligible entity
953  to sign and deliver to the department for filing a
954  statement of abandonment if the conversion is
955  abandoned after the articles of conversion have been
956  delivered to the department but before the articles of
957  conversion become effective; specifying when the
958  statement of abandonment takes effect; specifying the
959  information a statement of abandonment must contain;
960  creating s. 617.18046, F.S.; specifying the effect of
961  a conversion of an eligible entity; providing that
962  certain interest holders of certain eligible entities
963  who become subject to interest holder liability as a
964  result of the conversion have such interest holder
965  liability only in respect of interest holder
966  liabilities that arise after the conversion becomes
967  effective; providing that a conversion does not
968  require the converting eligible entity to wind up its
969  affairs or cause the dissolution or termination of the
970  entity; prohibiting certain property held for
971  charitable purposes immediately before conversion of
972  specified entities from being diverted from the
973  purposes for which such property was given; providing
974  exceptions; providing that any bequest, devise, gift,
975  grant, or promise contained in certain instruments
  Page 39 of 327
      CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
976  made to a converting eligible entity takes effect or
977  remains payable after the conversion inures to the
978  converted eligible entity; providing for applicability
979  of certain trust obligations under certain
980  circumstances; amending s. 617.2005, F.S.; revising
981  the manner in which a court may dissolve an extinct
982  church or religious society; amending s. 617.2006,
983  F.S.; deleting certain provisions relating to a labor
984  union or body filing its articles of incorporation in
985  the applicable circuit court; amending ss. 39.8298,
986  381.00316, 605.1025, 617.0102, 617.0121, 617.0122,
987  617.0125, 617.02011, 617.0203, 617.0205, 617.0301,
988  617.0504, 617.0806, 617.0824, 617.0825, 617.0831,
989  617.0901, 617.1008, 617.1009, 617.1404, 617.1422,
990  617.1423, 617.1501, 617.1510, 617.1606, 617.1623,
991  617.1701, 617.1702, 617.1703, 617.1711, 617.1808,
992  617.1809, 617.1904, 617.1907, 617.1908, 617.2001,
993  617.2002, 617.2003, 617.2007, 617.2101, 617.221,
994  620.2108, 620.8918, 628.910, 768.38, and 893.055,
995  F.S.; conforming provisions to changes made by the
996  act; conforming cross-references; making technical
997  changes; repealing ss. 617.07401, 617.0822, 617.1108,
998  617.1301, 617.1302, 617.1531, 617.1533, 617.1803,
999  617.1805, 617.1806, 617.1807, and 617.2102, F.S.,
1000  relating to members' derivative actions; notice of
  Page 40 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
1001  meetings; merger of domestic corporation and other
1002  eligible entities; prohibited distributions;
1003  authorized distributions; procedure for and effect of
1004  revocation; reinstatement following revocation;
1005  domestication of foreign not-for-profit corporations;
1006  corporations for profit and when they may become
1007  corporations not for profit; conversion to corporation
1008  not for profit, petition, and contents; conversion to
1009  corporation not for profit and authority of circuit
1010  judge; and fines and penalties against members,
1011  respectively; reenacting s. 617.1007(3), F.S.,
1012  relating to restated articles of incorporation, to
1013  incorporate the amendments to ss. 617.01201 and
1014  617.1006, F.S., in references thereto; reenacting s.
1015  295.21(5)(a), F.S., relating to Florida Is For
1016  Veterans, Inc., to incorporate the amendment made to
1017  s. 617.0302, F.S., in a reference thereto; reenacting
1018  ss. 409.987(4)(b), 718.1265(1), 719.128(1), and
1019  720.316(1), F.S., relating to lead agency procurement,
1020  boards, and conflicts of interest; association
1021  emergency powers; association emergency powers; and
1022  association emergency powers, respectively, to
1023  incorporate the amendment made to s. 617.0830, F.S.,
1024  in references thereto; reenacting s. 718.3027(2) and
1025  (5), F.S., relating to conflicts of interest, to
  Page 41 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
1026  incorporate the amendment made to s. 617.0832, F.S.,
1027  in references thereto; reenacting s. 720.3033(2)(a)
1028  and (b) and (3), F.S., relating to officers and
1029  directors, respectively, to incorporate the amendments
1030  made to ss. 617.0832 and 617.0834, F.S., in references
1031  thereto; reenacting s 721.13(13)(a), F.S., relating to
1032  management, to incorporate the amendment made to s.
1033  617.0834, F.S., in a reference thereto; reenacting s.
1034  718.111(1)(d), F.S., relating to the association, to
1035  incorporate the amendments made to ss. 617.0830 and
1036  617.0834, F.S., in references thereto; providing an
1037  effective date.
1038
1039      Be It Enacted by the Legislature of the State of Florida:
1040
1041  Section 1.  Section 617.01011, Florida Statutes, is amended
1042      to read:
1043  617.01011  Short title.—This chapter act may be cited as
1044      the "Florida Nonprofit Not For Profit Corporation Act."
1045  Section 2.  Subsections (1), (2), (3), (7), and (8) of
1046      section 617.01201, Florida Statutes, are amended, subsection
1047      (10) is added to that section, and subsection (9) of that
1048      section is reenacted, to read:
1049  617.01201  Filing requirements.—
1050  (1)     A document must satisfy the requirements of this
  Page 42 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
1051      section and of any other section that adds to or varies these
1052      requirements to be entitled to filing by the department of
1053      State.
1054  (2)     This chapter act must require or permit filing the
1055      document in the office of the department of State.
1056  (3)     The document must contain the information required by
1057      this chapter act. It may contain other information as well.
1058  (7)     The person executing the document shall sign it and
1059      state beneath or opposite such person's his or her signature
1060      such person's his or her name and the capacity in which such
1061      person he or she signs. The document may, but need not, contain
1062      the corporate seal, an attestation, an acknowledgment, or a
1063      verification:
1064  (a)     The corporate seal,
1065  (b)     An attestation by the secretary or an assistant
1066      secretary,
1067  (c)     An acknowledgment, verification, or proof.
1068  (8)     If the department of State has prescribed a mandatory
1069      form for the document under s. 617.0121, the document must be in
1070      or on the prescribed form.
1071  (9)     The document must be delivered to the department for
1072      filing. Delivery may be made by electronic transmission if and
1073      to the extent allowed by the department. If the document is
1074      filed in typewritten or printed form and not transmitted
1075      electronically, the department may require that one exact or
  Page 43 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
1076      conformed copy be delivered with the document, except as
1077      provided in s. 617.1508. The document must be accompanied by the
1078      correct filing fee and any other tax or penalty required by law.
1079  (10)        Whenever this chapter allows any of the terms of a
1080      plan or a filed document to be dependent upon facts objectively
1081      ascertainable outside the plan or filed document, the following
1082      apply:
1083  (a)      The plan or filed document must set forth the manner
1084      in which the facts will operate upon the terms of the plan or
1085      filed document.
1086  (b)      The facts may include, but are not limited to:
1087  1.      Any of the following which are available in a
1088      nationally recognized news or information medium either in print
1089      or electronically:
1090  a.      Statistical or market indices;
1091  b.      Market prices of any security or group of securities;
1092  c.      Interest rates;
1093  d.      Currency exchange rates; and
1094  e.      Similar economic or financial data;
1095  2.      A determination or action by any person or body,
1096      including the corporation or any other party to a plan or filed
1097      document; or
1098  3.      The terms of, or actions taken under, an agreement to
1099      which the corporation is a party, or any other agreement or
1100      document.
  Page 44 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
1101  (c)      The following provisions of a plan or filed document
1102      may not be made dependent upon facts outside the plan or filed
1103      document:
1104  1.      The name and address of any person required in a filed
1105      document;
1106  2.      The registered office of any entity required in a filed
1107      document;
1108  3.      The registered agent of any entity required in a filed
1109      document;
1110  4.      The effective date of a filed document; and
1111  5.      Any required statement in a filed document of the date
1112      on which the underlying transaction was approved or the manner
1113      in which that approval was given.
1114  (d)      If a provision of a filed document is made dependent
1115      upon a fact ascertainable outside of the filed document, and
1116      that fact is not ascertainable by reference to a source
1117      described in subparagraph (b)1. or a document that is a matter
1118      of public record, and the affected members have not received
1119      notice of the fact from the corporation, the corporation must
1120      file with the department articles of amendment to the filed
1121      document setting forth the fact promptly after the time when the
1122      fact referred to is first ascertainable or thereafter changes.
1123      Articles of amendment under this section are deemed to be
1124      authorized by the authorization of the original filed document
1125      to which they relate and may be filed by the corporation without
  Page 45 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
1126      further action by the board of directors or the members.
1127  (e)      As used in this subsection, the term:
1128  1.      "Filed document" means a document filed with the
1129      department pursuant to this chapter, except for a document filed
1130      pursuant to ss. 617.1501–617.1532.
1131  2.      "Plan" means a plan of merger, a plan of conversion, or
1132      a plan of domestication.
1133  Section 3.  Section 617.0123, Florida Statutes, is amended
1134      to read:
1135  617.0123  Effective time and date of document.—
1136  (1)     Except as provided in subsection (1) (2) and in s.
1137      617.0124(3), a document accepted for filing under this chapter
1138      may specify an is effective at the time and a delayed effective
1139      date. In the case of the initial articles of incorporation, a
1140      prior effective date may be specified in the articles of
1141      incorporation if such date is within 5 business days before the
1142      date of filing of filing on the date it is filed, as evidenced
1143      by the Department of State's date and time endorsement on the
1144      original document.
1145  (1)      Subject to s. 617.0124(3), a document accepted for
1146      filing is effective under any of the following conditions:
1147  (a)      If the record filed does not specify an effective time
1148      and does not specify a prior or a delayed effective date, on the
1149      date and at the time the record is accepted, as evidenced by the
1150      department's endorsement of the date and time on the filing.
  Page 46 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
1151  (b)      If the record filed specifies an effective time, but
1152      not a prior or delayed effective date, on the date the record is
1153      accepted, as evidenced by the department's endorsement, and at
1154      the time specified in the filing.
1155  (c)      If the record filed specifies a delayed effective
1156      date, but not an effective time, at 12:01 a.m. on the earlier
1157      of:
1158  1.      The specified date; or
1159  2.      The 90th day after the date the record is filed.
1160  (d)      If the record filed specifies a delayed effective date
1161      and an effective time, at the specified time on the earlier of:
1162  1.      The specified date; or
1163  2.      The 90th day after the date the record is filed.
1164  (e)      If the record filed is of initial articles of
1165      incorporation and specifies an effective date before the date of
1166      the filing, but no effective time, at 12:01 a.m. on the later
1167      of:
1168  1.      The specified date; or
1169  2.      The 5th business day before the date the record is
1170      filed.
1171  (f)      If the record filed is of initial articles of
1172      incorporation and specifies an effective time and an effective
1173      date before the date of the filing, at the specified time on the
1174      later of:
1175  1.      The specified date; or
  Page 47 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
1176  2.      The 5th business day before the date the record is
1177      filed.
1178  (2)     If the record filed does not specify the time zone or
1179      place at which the date or time, or both, is to be determined,
1180      the date or time, or both, at which it becomes effective will be
1181      those prevailing at the place of filing in this state A document
1182      may specify a delayed effective date, and if it does the
1183      document shall become effective on the date specified. Unless
1184      otherwise permitted by this act, a delayed effective date for a
1185      document may not be later than the 90th day after the date on
1186      which it is filed.
1187  (3)      If a document is determined by the department of State
1188      to be incomplete and inappropriate for filing, the department of
1189      State may return the document to the person or corporation
1190      filing it, together with a brief written explanation of the
1191      reason for the refusal to file, in accordance with s.
1192      617.0125(3). If the applicant returns the document with
1193      corrections in accordance with the rules of the department
1194      within 60 days after it was mailed to the applicant by the
1195      department, and if at the time of return the applicant so
1196      requests in writing, the filing date of the document will be the
1197      filing date that would have been applied had the original
1198      document not been deficient, except as to persons who relied on
1199      the record before correction and were adversely affected
1200      thereby.
  Page 48 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
1201  (4)     Corporate existence may predate the filing date,
1202      pursuant to s. 617.0203(1).
1203  Section 4.  Section 617.0124, Florida Statutes, is amended
1204      to read:
1205  617.0124  Correcting filed document; withdrawal of filed
1206      record before effectiveness.—
1207  (1)     A domestic or foreign corporation may correct a
1208      document filed by the department within 30 days after filing if:
1209  (a)     The document contains an inaccuracy incorrect
1210      statement;
1211  (b)     The document contains false, misleading, or fraudulent
1212      information;
1213  (c)     The document was defectively executed, attested,
1214      sealed, verified, or acknowledged; or
1215  (d)     The electronic transmission of the document to the
1216      department was defective.
1217  (2)     A document is corrected:
1218  (a)     By preparing articles of correction that:
1219  1.      Describe the document, including its filing date, or
1220      attach a copy of the document to the articles of correction;
1221  2.      Specify the inaccuracy or defect incorrect statement
1222      and the reason it is incorrect or the manner in which the
1223      execution was defective; and
1224  3.      Correct the inaccuracy or defect incorrect statement or
1225      defective execution; and
  Page 49 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
1226  (b)      By delivering the executed articles of correction to
1227      the department for filing.
1228  (3)      Articles of correction are effective on the effective
1229      date of the document they correct except as to persons relying
1230      on the uncorrected document and who are adversely affected by
1231      the correction. As to those persons, articles of correction are
1232      effective when filed.
1233  (4)     Articles of correction may not contain a delayed
1234      effective date for the correction.
1235  (5)      Unless otherwise provided for in s. 617.1103(3) or s.
1236      617.1809(8), a filing delivered to the department may be
1237      withdrawn before it takes effect by delivering a withdrawal
1238      statement to the department for filing.
1239  (a)      A withdrawal statement must:
1240  1.      Be signed by each person who signed the filing being
1241      withdrawn, except as otherwise agreed to by such persons;
1242  2.      Identify the filing to be withdrawn; and
1243  3.      If not signed by all persons who signed the filing
1244      being withdrawn, state that the filing is withdrawn in
1245      accordance with the agreement of all persons who signed the
1246      filing.
1247  (b)      Upon the filing by the department of a withdrawal
1248      statement, the action or transaction evidenced by the original
1249      filing does not take effect.
1250  (6)     Articles of correction that are filed to correct
  Page 50 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
1251      false, misleading, or fraudulent information are not subject to
1252      a fee of the department if the articles of correction are
1253      delivered to the department within 15 days after the
1254      notification of filing sent pursuant to s. 617.0125(2).
1255  Section 5.  Section 617.0126, Florida Statutes, is amended
1256      to read:
1257  617.0126  Appeal from department's Department of State's
1258      refusal to file document.—If the department of State refuses to
1259      file a document delivered to its office for filing, within 30
1260      days after return of the document by the department by mail, as
1261      evidenced by the postmark, the domestic or foreign corporation
1262      may:
1263  (1)     Appeal the refusal pursuant to s. 120.68; or
1264  (2)     Petition the Circuit Court of Leon County to compel
1265      filing of the document. Appeal the refusal to the circuit court
1266      of the county where the corporation's principal office (or, if
1267      none in this state, its registered office) is or will be
1268      located. The appeal is commenced by petitioning the court to
1269      compel filing the document and by attaching to the petition The
1270      document and the department's department of State's explanation
1271      of its refusal to file must be attached to the petition. The
1272      matter shall promptly be tried de novo by the court without a
1273      jury. The court may decide the matter in a summary proceeding,
1274      and the court may summarily order the department of State to
1275      file the document or take other action the court considers
  Page 51 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
1276      appropriate. The court's final decision may be appealed as in
1277      other civil proceedings.
1278  Section 6.  Section 617.0127, Florida Statutes, is amended
1279      to read:
1280  617.0127  Certificates to be received in evidence;
1281      evidentiary effect of certified copy of filed document.—All
1282      certificates issued by the department pursuant to this chapter
1283      must be taken and received in all courts, public offices, and
1284      official bodies as prima facie evidence of the facts stated
1285      therein. A certificate attached to a copy of a document filed by
1286      the department of State, bearing the signature of the Secretary
1287      of State, (which may be in facsimile,) and the seal of this
1288      state, is conclusive evidence that the original document is on
1289      file with the department.
1290  Section 7.  Subsection (1) of section 617.0128, Florida
1291      Statutes, is amended, and subsection (2) of that section is
1292      reenacted, to read:
1293  617.0128  Certificate of status.—
1294  (1)     Anyone may apply to The department, upon request,
1295      shall issue of State to furnish a certificate of status for a
1296      domestic corporation or a certificate of authorization for a
1297      foreign corporation.
1298  (2)     A certificate of status or authorization sets forth:
1299  (a)     The domestic corporation's corporate name or the
1300      foreign corporation's corporate name used in this state;
  Page 52 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O    R   I   D   A    H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
1301  (b)1.       That the domestic corporation is duly incorporated
1302      under the law of this state and the date of its incorporation,
1303      or
1304  2.      That the foreign corporation is authorized to conduct
1305      its affairs in this state;
1306  (c)      That all fees and penalties owed to the department
1307      have been paid, if:
1308  1.      Payment is reflected in the records of the department,
1309      and
1310  2.      Nonpayment affects the existence or authorization of
1311      the domestic or foreign corporation;
1312  (d)      That its most recent annual report required by s.
1313      617.1622 has been delivered to the department; and
1314  (e)      That articles of dissolution have not been filed.
1315  Section 8.        Section 617.01301, Florida Statutes, is amended
1316      to read:
1317  617.01301        Powers of department of State.—
1318  (1)      The department of State may propound to any
1319      corporation subject to the provisions of this chapter act, and
1320      to any officer or director thereof, such interrogatories as may
1321      be reasonably necessary and proper to enable it to ascertain
1322      whether the corporation has complied with all applicable filing
1323      provisions of this chapter act. Such interrogatories must be
1324      answered within 30 days after mailing or within such additional
1325      time as fixed by the department. Answers to interrogatories must
  Page 53 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
1326      be full and complete, in writing, and under oath.
1327      Interrogatories directed to an individual must be answered by
1328      that individual him or her, and interrogatories directed to a
1329      corporation must be answered by an authorized officer or
1330      director of the corporation, by a member if there are no
1331      officers or directors of the corporation, or by a fiduciary if
1332      the corporation is in the hands of a receiver, trustee, or other
1333      court-appointed fiduciary the president, vice president,
1334      secretary, or assistant secretary.
1335  (2)     The department of State is not required to file any
1336      document:
1337  (a)     To which interrogatories, as propounded pursuant to
1338      subsection (1) relate, until the interrogatories are answered in
1339      full;
1340  (b)     When interrogatories or other relevant evidence
1341      discloses that such document is not in conformity with the
1342      provisions of this chapter act; or
1343  (c)     When the department has determined that the parties to
1344      such document have not paid all fees, taxes, and penalties due
1345      and owing this state.
1346  (3)     The department of State may, based upon its findings
1347      hereunder or as provided in s. 213.053(15), bring an action in
1348      circuit court to collect any penalties, fees, or taxes
1349      determined to be due and owing the state and to compel any
1350      filing, qualification, or registration required by law. In
  Page 54 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
1351      connection with such proceeding the department may, without
1352      prior approval by the court, file a lis pendens against any
1353      property owned by the corporation and may further certify any
1354      findings to the Department of Legal Affairs for the initiation
1355      of any action permitted pursuant to s. 617.0503 which the
1356      Department of Legal Affairs may deem appropriate.
1357  (4)     The department has of State shall have the power and
1358      authority reasonably necessary to enable it to administer this
1359      chapter act efficiently, to perform the duties herein imposed
1360      upon it, and to adopt rules pursuant to ss. 120.536(1) and
1361      120.54 to implement this chapter the provisions of this act
1362      conferring duties upon it.
1363  Section 9.  Section 617.01401, Florida Statutes, is amended
1364      to read:
1365  617.01401  Definitions.—As used in this chapter, the term:
1366  (1)     "Articles of incorporation" includes original,
1367      amended, and restated articles of incorporation, articles of
1368      consolidation, and articles of merger, and all amendments
1369      thereto, including documents designated by the laws of this
1370      state as charters, and, in the case of a foreign corporation,
1371      documents equivalent to articles of incorporation in the
1372      jurisdiction of incorporation.
1373  (2)     "Applicable county" means the county in this state in
1374      which a corporation's principal office is located or was located
1375      when an action is or was commenced. If the corporation has, or
  Page 55 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
1376      at the time of such action had, no principal office in this
1377      state, the applicable county is the county in which the
1378      corporation has, or at the time of such action had, an office in
1379      this state. If the corporation does not have an office in this
1380      state, the applicable county is the county in which the
1381      corporation's registered office is or was last located.
1382  (3)     "Authorized entity" means any of the following:
1383  (a)     A corporation for profit.
1384  (b)     A limited liability company.
1385  (c)     A limited liability partnership.
1386  (d)     A limited partnership, including a limited liability
1387      limited partnership.
1388  (4)(2)       "Board of directors" means the group of persons
1389      vested with the management of the affairs of the corporation
1390      irrespective of the name by which such group is designated,
1391      including, but not limited to, managers or trustees.
1392  (5)(3)       "Bylaws" means the code or codes of rules adopted
1393      for the regulation or management of the affairs of the
1394      corporation irrespective of the name or names by which such
1395      rules are designated.
1396  (6)     "Charitable asset" means property that is given,
1397      received, or held for a charitable purpose.
1398  (7)     "Charitable purpose" means a purpose that:
1399  (a)     Would make a corporation organized and operated
1400      exclusively for that purpose eligible to be exempt from taxation
  Page 56 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
1401      under s. 501(c)(3) of the Internal Revenue Code of 1986, as
1402      amended, or
1403  (b)     Is considered charitable under the law of this state
1404      other than as set forth in the Internal Revenue Code of 1986, as
1405      amended.
1406  (8)(4)       "Corporation" or "domestic corporation" means a
1407      nonprofit corporation not for profit, subject to the provisions
1408      of this chapter, except a foreign corporation.
1409  (5)     "Corporation not for profit" means a corporation no
1410      part of the income or profit of which is distributable to its
1411      members, directors, or officers, except as otherwise provided
1412      under this chapter.
1413  (9)(6)       "Department" means the Florida Department of State.
1414  (7)     "Distribution" means the payment of a dividend or any
1415      part of the income or profit of a corporation to its members,
1416      directors, or officers.
1417  (a)     A donation or transfer of corporate assets or income
1418      to or from another not-for-profit corporation qualified as tax-
1419      exempt under s. 501(c) of the Internal Revenue Code or a
1420      governmental organization exempt from federal and state income
1421      taxes, if such corporation or governmental organization is a
1422      member of the corporation making such donation or transfer, is
1423      not a distribution for purposes of this chapter.
1424  (b)     A dividend or distribution by a not-for-profit
1425      insurance company subsidiary to its mutual insurance holding
  Page 57 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
1426      company organized under part III of chapter 628, directly or
1427      indirectly through one or more intermediate holding companies
1428      authorized under that part, is not a distribution for the
1429      purposes of this chapter.
1430  (10)(8)       "Electronic transmission" means any form of
1431      communication, not directly involving the physical transmission
1432      or transfer of paper, which creates a record that may be
1433      retained, retrieved, and reviewed by a recipient and which may
1434      be directly reproduced in a comprehensible and legible paper
1435      form by such recipient through an automated process. Examples of
1436      electronic transmission include, but are not limited to,
1437      electronic mail, telegrams, facsimile, and transmissions through
1438      the Internet transmissions of images, and text that is sent via
1439      electronic mail between computers.
1440  (11)(a)       "Eligible entity" means a domestic or foreign:
1441  1.      Corporation or corporation for profit;
1442  2.      General partnership, including a limited liability
1443      partnership;
1444  3.      Limited partnership, including a limited liability
1445      limited partnership;
1446  4.      Limited liability company; or
1447  5.      Other unincorporated entity.
1448  (b)      The term does not include:
1449  1.      An individual;
1450  2.      An association or relationship that is not a
  Page 58 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
1451      partnership solely by reason of s. 620.8202(2) or a similar
1452      provision of the law of another jurisdiction;
1453  3.      A decedent's estate; or
1454  4.      A government or a governmental subdivision, agency or
1455      instrumentality.
1456  (12)        "Eligible interest" means:
1457  (a)      A share;
1458  (b)      A membership; or
1459  (c)      Either or both of the following rights under the
1460      organic rules governing the entity:
1461  1.      The right to receive distributions from the entity
1462      either in the ordinary course of business or upon liquidation.
1463  2.      The right to receive notice or vote on issues involving
1464      its internal affairs, other than as an agent, assignee, proxy,
1465      or person responsible for managing its business, activities, or
1466      affairs.
1467  (13)        "Entity" includes corporations and foreign
1468      corporations; unincorporated associations; business trusts,
1469      estates, limited liability companies, partnerships, trusts, and
1470      two or more persons having a joint or common economic interest;
1471      any state, the United States, or any foreign government.
1472  (14)(9)       "Foreign corporation" means a nonprofit
1473      corporation not for profit organized under laws other than the
1474      laws of this state.
1475  (15)(10)  "Insolvent" means the inability of a corporation
  Page 59 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
1476      to pay its debts as they become due in the usual course of its
1477      affairs.
1478  (16)        "Interest holder" means any of the following persons:
1479  (a)      A shareholder of a corporation for profit.
1480  (b)      A member of a nonprofit corporation.
1481  (c)      A general partner of a general partnership.
1482  (d)      A general partner of a limited partnership.
1483  (e)      A limited partner of a limited partnership.
1484  (f)      A member of a limited liability company.
1485  (g)      A shareholder or beneficial owner of a real estate
1486      investment trust.
1487  (h)      A beneficiary or beneficial owner of a statutory
1488      trust, business trust, or common law business trust.
1489  (i)      Another direct holder of an interest.
1490  (17)        "Interest holder liability" means:
1491  (a)      Personal liability for a liability of an entity which
1492      arises, except as otherwise provided in the organic rules of the
1493      entity, when the entity incurs the liability and which is
1494      imposed on a person:
1495  1.      Solely by reason of the status of the person as an
1496      interest holder; or
1497  2.      By the organic rules of the entity which make one or
1498      more specified interest holders or categories of interest
1499      holders liable in their capacity as interest holders for all or
1500      specified liabilities of the entity; or
  Page 60 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
1501  (b)     An obligation of an interest holder under the organic
1502      rules of an entity to contribute to the entity.
1503  (18)(11)  "Mail" means the United States mail, facsimile
1504      transmissions, and private mail carriers handling nationwide
1505      mail services.
1506  (19)(12)  "Member" means one having membership rights in a
1507      corporation in accordance with the provisions of its articles of
1508      incorporation or bylaws or the provisions of this chapter.
1509  (13)        "Mutual benefit corporation" means a domestic
1510      corporation that is not organized primarily or exclusively for
1511      religious purposes; is not recognized as exempt under s.
1512      501(c)(3) of the Internal Revenue Code; and is not organized for
1513      a public or charitable purpose that is required upon its
1514      dissolution to distribute its assets to the United States, a
1515      state, a local subdivision thereof, or a person that is
1516      recognized as exempt under s. 501(c)(3) of the Internal Revenue
1517      Code. The term does not include an association organized under
1518      chapter 718, chapter 719, chapter 720, or chapter 721, or any
1519      corporation where membership in the corporation is required
1520      pursuant to a document recorded in county property records.
1521  (20)        "Nonprofit corporation" means a corporation no part
1522      of the income or profit of which is distributable to its
1523      members, directors, or officers, except as otherwise provided
1524      under this chapter.
1525  (21)        "Organic rules" means the public organic record and
  Page 61 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
1526      private organic rules of an entity.
1527  (22)(14)  "Person" includes an individual and entity.
1528  (23)        "Private organic rules" means the rules, regardless
1529      of whether in a record, which govern the internal affairs of an
1530      entity, are binding on all its interest holders, and are not
1531      part of its public organic record, if any. If the private
1532      organic rules are amended or restated, the term means the
1533      private organic rules as last amended or restated. The term
1534      includes any of the following:
1535  (a)     The bylaws of a corporation for profit.
1536  (b)     The bylaws of a nonprofit corporation.
1537  (c)     The partnership agreement of a general partnership.
1538  (d)     The partnership agreement of a limited partnership.
1539  (e)     The operating agreement, limited liability company
1540      agreement, or similar agreement of a limited liability company.
1541  (f)     The bylaws, trust instrument, or similar rules of a
1542      real estate investment trust.
1543  (g)     The trust instrument of a statutory trust or similar
1544      rules of a business trust or common law business trust.
1545  (24)        "Protected agreement" means any of the following:
1546  (a)     A document evidencing indebtedness of a domestic
1547      corporation or eligible entity and any related agreement in
1548      effect immediately before July 1, 2026.
1549  (b)     An agreement that is binding on a domestic corporation
1550      or eligible entity immediately before July 1, 2026.
  Page 62 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
1551  (c)     The articles of incorporation or bylaws of a domestic
1552      corporation or the organic rules of a domestic eligible entity,
1553      in each case in effect immediately before July 1, 2026.
1554  (d)     An agreement that is binding on any of the interest
1555      holders, directors, or other governors of a domestic corporation
1556      or eligible entity, in their capacities as such, immediately
1557      before July 1, 2026.
1558  (25)        "Public organic record" means a record, the filing of
1559      which by a governmental body is required to form an entity, and
1560      an amendment to or restatement of such record. When a public
1561      organic record has been amended or restated, the term means the
1562      public organic record as last amended or restated. The term
1563      includes any of the following:
1564  (a)     The articles of incorporation of a corporation for
1565      profit.
1566  (b)     The articles of incorporation of a nonprofit
1567      corporation.
1568  (c)     The certificate of limited partnership of a limited
1569      partnership.
1570  (d)     The articles of organization, certificate of
1571      organization, or certificate of formation of a limited liability
1572      company.
1573  (e)     The articles of incorporation of a general cooperative
1574      association or a limited cooperative association.
1575  (f)     The certificate of trust of a statutory trust or
  Page 63 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
1576      similar record of a business trust.
1577  (g)     The articles of incorporation of a real estate
1578      investment trust.
1579  (26)(15)  "Successor entity" means any trust, receivership,
1580      or other legal entity that is governed by the laws of this state
1581      to which the remaining assets of the and liabilities of a
1582      dissolved corporation are transferred, subject to its
1583      liabilities, for purposes of liquidation and that exists solely
1584      for the purposes of prosecuting and defending suits by or
1585      against the dissolved corporation and enabling the dissolved
1586      corporation to settle and close the business of the dissolved
1587      corporation, to dispose of and convey the property of the
1588      dissolved corporation, to discharge the liabilities of the
1589      dissolved corporation, and to distribute to the dissolved
1590      corporation's members any remaining assets, but not for the
1591      purpose of continuing the business for which the dissolved
1592      corporation was organized.
1593  (27)(16)  "Voting power" means the total number of votes
1594      entitled to be cast for the election of directors at the time
1595      the determination of voting power is made, excluding a vote that
1596      is contingent upon the happening of a condition or event that
1597      has not yet occurred. If the corporation's directors are not
1598      elected by the members, voting power must, unless otherwise
1599      provided in the articles of incorporation or bylaws, be on a
1600      one-member, one-vote basis. If the members of a class are
  Page 64 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
1601      entitled to vote as a class to elect directors, the
1602      determination of the voting power of the class is based on the
1603      percentage of the number of directors the class is entitled to
1604      elect relative to the total number of authorized directors. If
1605      the corporation's directors are not elected by the members,
1606      voting power shall, unless otherwise provided in the articles of
1607      incorporation or bylaws, be on a one-member, one-vote basis.
1608  Section 10.  Subsections (1) through (6), (8), and (9) of
1609      section 617.0141, Florida Statutes, are amended to read:
1610  617.0141  Notice.—
1611  (1)     Notice under this chapter act must be in writing,
1612      unless oral notice is:
1613  (a)     Expressly authorized by the articles of incorporation
1614      or the bylaws; and
1615  (b)     Reasonable under the circumstances.
1616  (2)     Written notice may be communicated by mail, electronic
1617      mail, facsimile in person; by telephone (where oral notice is
1618      permitted), telegraph, teletype, or other form of electronic
1619      transmission; or by mail. When oral notice is permitted, notice
1620      may be communicated in person, by telephone, or other electronic
1621      transmission by means of which all persons participating can
1622      hear each other.
1623  (3)     Written notice by a domestic or foreign corporation
1624      authorized to conduct its affairs in this state to its member,
1625      if in a comprehensible form, is effective under any of the
  Page 65 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
1626      following circumstances:
1627  (a)      When mailed, if mailed postpaid and correctly
1628      addressed to the member's address shown in the domestic or
1629      foreign corporation's current record of members.;
1630  (b)      When actually transmitted by facsimile
1631      telecommunication, if correctly directed to a telephone number
1632      at which the member has consented to receive notice.;
1633  (c)      When actually transmitted by electronic mail, if
1634      correctly directed to an electronic mail address at which the
1635      member has consented to receive notice.;
1636  (d)      When posted on an electronic network that the member
1637      has consented to consult, upon the later of:
1638  1.      Such correct posting; or
1639  2.      The giving of a separate notice to the member of the
1640      fact of such specific posting.; or
1641  (e)      When correctly transmitted to the member, if by any
1642      other form of electronic transmission consented to by the member
1643      to whom notice is given.
1644  (4)      Consent by a member to receive notice by electronic
1645      transmission is shall be revocable by the member by written
1646      notice to the domestic or foreign corporation. Any such consent
1647      is shall be deemed revoked if:
1648  (a)      The domestic or foreign corporation is unable to
1649      deliver by electronic transmission two consecutive notices given
1650      by the domestic or foreign corporation in accordance with such
  Page 66 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
1651      consent; and
1652  (b)     Such inability becomes known to the secretary or an
1653      assistant secretary of the domestic or foreign corporation, or
1654      other authorized person responsible for the giving of notice.
1655      However, the inadvertent failure to treat such inability as a
1656      revocation does not invalidate any meeting or other action.
1657  (5)     Written notice to a domestic or foreign corporation
1658      authorized to conduct its affairs in this state may be addressed
1659      to its registered agent at its registered office. Written notice
1660      may also be delivered or to the domestic or foreign corporation
1661      or its secretary at its principal office shown in its most
1662      recent annual report or, in the case of a domestic or foreign
1663      corporation that has not yet delivered an annual report, in a
1664      domestic corporation's articles of incorporation or in a foreign
1665      corporation's application for certificate of authority.
1666  (6)     Except as provided in subsection (3) or elsewhere in
1667      this chapter act, written notice, if in a comprehensible form,
1668      is effective at the earliest date of any of the following:
1669  (a)     When received.;
1670  (b)     Five days after its deposit in the United States mail,
1671      as evidenced by the postmark, if mailed postpaid and correctly
1672      addressed.; or
1673  (c)     On the date shown on the return receipt, if sent by
1674      registered or certified mail, return receipt requested, and the
1675      receipt is signed by or on behalf of the addressee.
  Page 67 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
1676  (8)     An affidavit of the secretary, an assistant secretary,
1677      the transfer agent, or other authorized agent of the domestic or
1678      foreign corporation that the notice has been given by a form of
1679      electronic transmission is, in the absence of fraud, prima facie
1680      evidence of the facts stated in the notice.
1681  (9)     If this chapter act prescribes notice requirements for
1682      particular circumstances, those requirements govern. If articles
1683      of incorporation or bylaws prescribe notice requirements not
1684      less stringent than the requirements of this section or other
1685      provisions of this chapter act, those requirements govern.
1686  Section 11.  Section 617.0143, Florida Statutes, is created
1687      to read:
1688  617.0143  Qualified director.—
1689  (1)     For purposes of this chapter, the term:
1690  (a)     "Material interest" means an actual or potential
1691      benefit or detriment, other than one which would devolve on the
1692      corporation or the members generally, which would reasonably be
1693      expected to impair the objectivity of the director's judgment
1694      when participating in the action to be taken. For a corporation
1695      that is regulated by chapter 718, chapter 719, chapter 720,
1696      chapter 721, or chapter 723, or a corporation when membership in
1697      such corporation is required pursuant to a document recorded in
1698      the county property records, a "material interest" is limited to
1699      familial, financial, professional, or employment interests.
1700  (b)     "Material relationship" means a familial, financial,
  Page 68 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
1701      professional, employment, or other relationship that would
1702      reasonably be expected to impair the objectivity of the
1703      director's judgment when participating in the action to be
1704      taken.
1705  (c)      "Qualified director" is a director who, at the time
1706      action is to be taken under:
1707  1.      Section 617.0744, and who does not have an interest in
1708      the outcome of the proceeding or has a material relationship
1709      with a person who has an interest in the outcome of the
1710      proceeding;
1711  2.      Section 617.0832, and who is not a director as to whom
1712      the transaction is a director's conflict of interest
1713      transaction, or who has a material relationship with another
1714      director as to whom the transaction is a director's conflict of
1715      interest transaction; or
1716  3.      Section 617.0831, with respect to the application of
1717      ss. 607.0850-607.0859, and who:
1718  a.      Is not a party to the proceeding;
1719  b.      Is not a director as to whom a transaction is a
1720      director's conflict of interest transaction, which transaction
1721      is challenged in the proceeding; and
1722  c.      Does not have a material relationship with a director
1723      who is disqualified by virtue of not meeting the requirements of
1724      sub-subparagraph a. or sub-subparagraph b.
1725  (2)      A director is not automatically prevented from being a
  Page 69 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
1726      qualified director if any of the following is present:
1727  (a)     The nomination or election of the director to the
1728      current board of directors by any director who is not a
1729      qualified director with respect to the matter, or by any person
1730      who has a material relationship with that director, acting alone
1731      or participating with others.
1732  (b)     Service as a director of another corporation of which
1733      a director who is not a qualified director with respect to the
1734      matter, or any individual who has a material relationship with
1735      that director is or was also a director.
1736  (c)     With respect to actions pursuant to s. 617.0744,
1737      status as a named defendant, as a director against whom action
1738      is demanded, or as a director who approved the conduct being
1739      challenged.
1740  Section 12.  Subsections (1) and (2) of section 617.0202,
1741      Florida Statutes, are amended to read:
1742  617.0202  Articles of incorporation; content.—
1743  (1)     The articles of incorporation must set forth:
1744  (a)     A corporate name for the corporation that satisfies
1745      the requirements of s. 617.0401;.
1746  (b)     The street address of the initial principal office
1747      and, if different, the mailing address of the corporation;
1748  (c)     The purpose or purposes for which the corporation is
1749      organized;
1750  (d)     A statement of the manner in which the directors are
  Page 70 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
1751      to be elected or appointed. In lieu thereof, the articles of
1752      incorporation may provide that the method of election of
1753      directors be stated in the bylaws;
1754  (e)     Any provision that lawfully limits the corporate
1755      powers authorized under this chapter, not inconsistent with this
1756      act or with any other law, which limits in any manner the
1757      corporate powers authorized under this act;
1758  (f)     The street address of the corporation's initial
1759      registered office and the name of its initial registered agent
1760      at that address together with a written acceptance of
1761      appointment as a registered agent as required by s. 617.0501;
1762      and
1763  (g)     The name and address of each incorporator.
1764  (2)     The articles of incorporation may set forth:
1765  (a)     The names and addresses of the individuals who are to
1766      serve as the initial directors;
1767  (b)     Any provision not inconsistent with law, regarding the
1768      regulation of the internal affairs of the corporation,
1769      including, without limitation, any provision with respect to the
1770      relative rights or interests of the members as among themselves
1771      or in the property of the corporation;
1772  (c)     The manner of termination of membership in the
1773      corporation;
1774  (d)     The rights, upon termination of membership, of the
1775      corporation, the terminated members, and the remaining members;
  Page 71 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
1776  (e)     The transferability or nontransferability of
1777      membership to the extent consistent with s. 617.0605;
1778  (f)     The distribution of assets upon dissolution or final
1779      liquidation or, if otherwise permitted by law, upon partial
1780      liquidation;
1781  (g)     If the corporation is to have one or more classes of
1782      members, any provision designating the class or classes of
1783      members and stating the qualifications and rights of the members
1784      of each class;
1785  (h)     The names of any persons or the designations of any
1786      groups of persons who are to be the initial members;
1787  (i)     A provision to the effect that the corporation will be
1788      subordinate to and subject to the authority of any head or
1789      national association, lodge, order, beneficial association,
1790      fraternal or beneficial society, foundation, federation, or
1791      other corporation, society, organization, or nonprofit
1792      association not for profit; and
1793  (j)     Any provision that under this chapter act is required
1794      or permitted to be set forth in the bylaws. Any such provision
1795      set forth in the articles of incorporation need not be set forth
1796      in the bylaws.
1797  Section 13.  Section 617.0204, Florida Statutes, is amended
1798      to read:
1799  617.0204  Liability for preincorporation transactions.—All
1800      persons purporting to act as or on behalf of a corporation,
  Page 72 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
1801      knowing having actual knowledge that there was no incorporation
1802      under this chapter act, are jointly and severally liable for all
1803      liabilities created while so acting except for any liability to
1804      any person who also had actual knowledge that there was no
1805      incorporation.
1806  Section 14.  Section 617.0206, Florida Statutes, is amended
1807      to read:
1808  617.0206  Bylaws.—The initial bylaws of a corporation shall
1809      be adopted by its board of directors unless that power is
1810      reserved to the members by the articles of incorporation. The
1811      power to alter, amend, or repeal the bylaws or adopt new bylaws
1812      is shall be vested in the board of directors unless otherwise
1813      provided in the articles of incorporation or the bylaws. The
1814      bylaws may contain any provision for the regulation and
1815      management of the affairs of the corporation not inconsistent
1816      with law or the articles of incorporation.
1817  Section 15.  Subsections (1), (3), (6), (8), (12), (14),
1818      and (16) of section 617.0302, Florida Statutes, are amended, and
1819      a new subsection (16) is added to that section, to read:
1820  617.0302  Corporate powers.—Every nonprofit corporation not
1821      for profit organized under this chapter, unless otherwise
1822      provided in its articles of incorporation or bylaws, shall have
1823      power to:
1824  (1)     Have succession by its corporate name for the period
1825      set forth in its articles of incorporation.
  Page 73 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
1826  (2)(3)       Adopt, use, and alter a common corporate seal.
1827      However, such seal must always contain the words "corporation
1828      not for profit" or "nonprofit corporation."
1829  (5)(6)       Increase or decrease, by a vote of its members cast
1830      as the bylaws may direct, the number of its directors, subject
1831      to any minimum number of directors required under s. 617.0803 so
1832      that the number shall not be less than three but may be any
1833      number in excess thereof.
1834  (7)(8)       Conduct its affairs, carry on its operations, and
1835      have offices and exercise the powers granted by this chapter act
1836      in any state, territory, district, or possession of the United
1837      States or any foreign country.
1838  (11)(12)  Purchase, take, receive, subscribe for, or
1839      otherwise acquire, own, hold, vote, use, employ, sell, mortgage,
1840      lend, pledge, or otherwise dispose of and otherwise use and deal
1841      in and with, shares and other interests in, or obligations of,
1842      other entities domestic or foreign corporations, whether for
1843      profit or not for profit, associations, partnerships, or
1844      individuals, or direct or indirect obligations of the United
1845      States, or of any other government, state, territory,
1846      governmental district, municipality, or of any instrumentality
1847      thereof.
1848  (13)(14)  Make donations for the public welfare or for
1849      religious, charitable, scientific, literary, educational, or
1850      other similar purposes.
  Page 74 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
1851  (15)(16)  Merge with other corporations or other eligible
1852      entities identified in s. 607.1101, both for profit and
1853      nonprofit not for profit, domestic and foreign, in accordance
1854      with the merger provisions of this chapter if the surviving
1855      corporation or other surviving eligible entity is a corporation
1856      not for profit or other eligible entity that has been organized
1857      as a not-for-profit entity under a governing statute or other
1858      applicable law that permits such a merger.
1859  (16)        Be a promoter, incorporator, partner, member,
1860      associate, or manager of any corporation, joint venture, or
1861      other entity.
1862  Section 16.  Section 617.0304, Florida Statutes, is amended
1863      to read:
1864  617.0304  Lack of power to act Ultra vires.—
1865  (1)     Except as provided in subsection (2), the validity of
1866      corporate action, including, but not limited to, any conveyance,
1867      transfer, or encumbrance of real or personal property to or by a
1868      corporation, may not be challenged on the ground that the
1869      corporation lacks or lacked power to act.
1870  (2)     A corporation's power to act may be challenged:
1871  (a)     In a proceeding by a member against the corporation to
1872      enjoin the act;
1873  (b)     In a proceeding by the corporation, directly,
1874      derivatively, or through a receiver, trustee, or other legal
1875      representative, or through members in a representative suit,
  Page 75 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
1876      against an incumbent or former officer, employee, or agent of
1877      the corporation; or
1878  (c)     In a proceeding by the Attorney General, as provided
1879      in this chapter act, to dissolve the corporation or in a
1880      proceeding by the Attorney General to enjoin the corporation
1881      from the transaction of unauthorized business.
1882  (3)     In a member's proceeding under paragraph (2)(a) to
1883      enjoin an unauthorized corporate act, the court may enjoin or
1884      set aside the act, if equitable and if all affected persons are
1885      parties to the proceeding, and may award damages for loss (other
1886      than anticipated profits) suffered by the corporation or another
1887      party because of enjoining the unauthorized act, except the
1888      court may not award damages for anticipated profits.
1889  Section 17.  Subsections (3), (4), and (5) are added to
1890      section 617.0401, Florida Statutes, to read:
1891  617.0401  Corporate name.—
1892  (3)     Notwithstanding subsection (2), a corporation may
1893      register under a name that is not otherwise distinguishable on
1894      the records of the department if:
1895  (a)     The other entity consents to the use and submits an
1896      undertaking in form satisfactory to the secretary of state to
1897      change its name to a name that is distinguishable upon the
1898      records of the department from the name of the applying
1899      corporation; or
1900  (b)     The applicant delivers to the department a certified
  Page 76 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
1901      copy of a final judgment of a court of competent jurisdiction
1902      establishing the applicant's right to use the name applied for
1903      in the state.
1904  (4)     A corporate name as filed with the department is for
1905      public notice only and does not alone create any presumption of
1906      ownership of such name.
1907  (5)     This section does not apply to the use of fictitious
1908      names.
1909  Section 18.  Subsections (1), (2), (5), and (6) of section
1910      617.0403, Florida Statutes, are amended to read:
1911  617.0403  Registered name; application; renewal;
1912      revocation.—
1913  (1)     A foreign corporation may register its corporate name,
1914      or its corporate name with any addition required by s. 617.1506,
1915      if the name is distinguishable upon the records of the
1916      department of State from the corporate names that are not
1917      available under s. 617.0401(1)(e).
1918  (2)     A foreign corporation registers its corporate name, or
1919      its corporate name with any addition required by s. 617.1506, by
1920      delivering to the department of State for filing an application:
1921  (a)     Setting forth its corporate name, or its corporate
1922      name with any addition required by s. 617.1506, the state or
1923      country and date of its incorporation, and a brief description
1924      of the nature of its purposes and the affairs in which it is
1925      engaged; and
  Page 77 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
1926  (b)     Accompanied by a certificate of existence, or a
1927      certificate setting forth that such corporation is in good
1928      standing under the laws of the state or country wherein it is
1929      organized, (or a document of similar import), from the state or
1930      country of incorporation.
1931  (5)     A foreign corporation that has so registered its name
1932      the registration of which is effective may thereafter qualify to
1933      conduct its affairs in this state as a foreign corporation under
1934      the registered name or consent in writing to the use of that
1935      name by a corporation thereafter incorporated under this chapter
1936      act or by another foreign corporation thereafter authorized to
1937      conduct its affairs in this state. The registration terminates
1938      when the domestic corporation is incorporated or the foreign
1939      corporation qualifies or consents to the qualification of
1940      another foreign corporation under the registered name.
1941  (6)     The department of State may revoke any registration
1942      if, after a hearing, it finds that the application therefor or
1943      any renewal thereof was not made in good faith.
1944  Section 19.  Present subsections (4) and (5) of section
1945      617.0501, Florida Statutes, are redesignated as subsections (5)
1946      and (6), respectively, a new subsection (4) is added to that
1947      section, and subsections (1) and (3) and present subsection (5)
1948      and subsection (6) of that section are amended, to read:
1949  617.0501  Registered office and registered agent.—
1950  (1)     Each corporation shall have and continuously maintain
  Page 78 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
1951      in this state:
1952  (a)      A registered office which may be the same as its
1953      principal office; and
1954  (b)      A registered agent, who may be either:
1955  1.      An individual who resides in this state whose business
1956      office is identical to with such registered office; or
1957  2.a.        Another domestic entity that is an authorized entity
1958      whose business address is identical to the address of the
1959      registered office; or
1960  3.b.        A foreign entity authorized to transact business in
1961      this state that is an authorized entity and whose business
1962      address is identical to the address of the registered office.
1963  (3)     Each initial A registered agent, and each appointed
1964      pursuant to this section or a successor registered agent that is
1965      appointed, pursuant to s. 617.0502 on whom process may be served
1966      shall each file a statement in writing with the department of
1967      State, in the such form and manner as shall be prescribed by the
1968      department, accepting the appointment as a registered agent
1969      while simultaneously with his or her being designated as the
1970      registered agent. The Such statement of acceptance must provide
1971      shall state that the registered agent is familiar with, and
1972      accepts, the obligations of that position.
1973  (4)      The duties of a registered agent are:
1974  (a)      To forward to the corporation, at the address most
1975      recently supplied to the registered agent by the corporation, a
  Page 79 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
1976      process, notice, or demand pertaining to the corporation which
1977      is served on or received by the registered agent; and
1978  (b)     If the registered agent resigns, to provide the notice
1979      required under s. 617.0502 to the corporation at the address
1980      most recently supplied to the registered agent by the
1981      corporation.
1982  (6)(5)       A corporation may not prosecute or maintain any
1983      action in a court in this state until the corporation complies
1984      with this section or s. 617.1508, as applicable; pays to the
1985      department of State any amounts required under this chapter;
1986      and, to the extent ordered by a court of competent jurisdiction,
1987      pays to the department of State a penalty of $5 for each day it
1988      has failed to so comply or $500, whichever is less. A court may
1989      stay a proceeding commenced by a corporation until the
1990      corporation complies with this section.
1991  (6)     For the purposes of this section, the term "authorized
1992      entity" means:
1993  (a)     A corporation for profit;
1994  (b)     A limited liability company;
1995  (c)     A limited liability partnership; or
1996  (d)     A limited partnership, including a limited liability
1997      limited partnership.
1998  Section 20.  Section 617.0502, Florida Statutes, is amended
1999      to read:
2000  617.0502  Change of registered office or registered agent;
  Page 80 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
2001      resignation of registered agent.—
2002  (1)     A corporation may change its registered office or its
2003      registered agent upon filing with the department of State a
2004      statement of change setting forth:
2005  (a)     The name of the corporation;
2006  (b)     The name street address of its current registered
2007      agent office;
2008  (c)     If the current registered agent office is to be
2009      changed, the name street address of the new registered agent
2010      office;
2011  (d)     The street address name of its current registered
2012      office for its current registered agent;
2013  (e)     If the street address of the current registered office
2014      is to be changed, the new street address of the registered
2015      office in this state.
2016  (2)     If the its current registered agent is to be changed,
2017      the written acceptance name of the successor new registered
2018      agent as described in s. 617.0501(3) must be provided to the
2019      department and the new agent's written consent (either on the
2020      statement or attached to it) to the appointment;
2021  (f)     That the street address of its registered office and
2022      the street address of the business office of its registered
2023      agent, as changed, will be identical; and
2024  (g)     That such change was authorized by resolution duly
2025      adopted by its board of directors or by an officer of the
  Page 81 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
2026      corporation so authorized by the board of directors.
2027  (2)(a)       Any registered agent may resign his or her agency
2028      appointment by signing and delivering for filing with the
2029      Department of State a statement of resignation and mailing a
2030      copy of such statement to the corporation at its mailing address
2031      of the respective corporation that then appears in the records
2032      of the Department of State; provided, however, that if a
2033      composite statement of resignation is being filed pursuant to
2034      paragraph (b), the registered agent must promptly mail a copy of
2035      either the composite statement of resignation or a separate
2036      notice of resignation for each respective corporation, in each
2037      case using the respective mailing address of the respective
2038      corporation that then appears in the records of the Department
2039      of State. The statement of resignation shall state that a copy
2040      of such statement of resignation or, if applicable, notice of
2041      resignation, has been mailed to the corporation at the address
2042      so stated. The agency is terminated as of the 31st day after the
2043      date on which the statement was filed and unless otherwise
2044      provided in the statement, termination of the agency acts as a
2045      termination of the registered office.
2046  (b)     If a registered agent is resigning as registered agent
2047      from one or more corporations that each have been dissolved,
2048      either voluntarily, administratively, or by court action, for a
2049      continuous period of 10 years or longer, the registered agent
2050      may elect to file the statement of resignation separately for
  Page 82 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
2051      each such corporation or may elect to file a single composite
2052      statement of resignation covering two or more corporations. Any
2053      such composite statement of resignation must set forth, for each
2054      such corporation covered by the statement of resignation, the
2055      name of the respective corporation and the date that dissolution
2056      became effective for the respective corporation. This subsection
2057      is applicable only to resignations by registered agents from
2058      domestic corporations.
2059  (3)     If a registered agent changes his or her business name
2060      or business address, he or she may change such name or address
2061      and the address of the registered office of any corporation for
2062      which he or she is the registered agent by:
2063  (a)     Notifying all such corporations in writing of the
2064      change;
2065  (b)     Signing (either manually or in facsimile) and
2066      delivering to the Department of State for filing a statement
2067      that substantially complies with the requirements of paragraphs
2068      (1)(a)-(f), setting forth the names of all such corporations
2069      represented by the registered agent; and
2070  (c)     Reciting that each corporation has been notified of
2071      the change.
2072  (4)     Changes of the registered office or registered agent
2073      may be made by a change on the corporation's annual report form
2074      filed with the Department of State.
2075  (5)     The Department of State shall collect a fee pursuant
  Page 83 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
2076      to s. 15.09(2) for filings authorized by this section.
2077  Section 21.  Section 617.05021, Florida Statutes, is
2078      created to read:
2079  617.05021  Resignation of a registered agent.—
2080  (1)(a)       A registered agent may resign as agent for a
2081      corporation by delivering to the department a signed statement
2082      of resignation and mailing a copy of such statement to the
2083      corporation at its mailing address of the respective corporation
2084      that then appears in the records of the department; provided,
2085      however, that if a composite statement of resignation is being
2086      filed pursuant to paragraph (b), the registered agent must
2087      promptly mail a copy of either the composite statement of
2088      resignation or a separate notice of resignation for each
2089      respective corporation, in each case using the respective
2090      mailing address of the respective corporation that then appears
2091      in the records of the department.
2092  (b)     If a registered agent is resigning as registered agent
2093      from one or more corporations that each have been dissolved,
2094      either voluntarily, administratively, or by court action, for a
2095      continuous period of 10 years or longer, the registered agent
2096      may elect to file the statement of resignation separately for
2097      each such corporation or may elect to file a single composite
2098      statement of resignation covering two or more corporations. Any
2099      such composite statement of resignation must set forth, for each
2100      such corporation covered by the statement of resignation, the
  Page 84 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
2101      name of the respective corporation and the date that dissolution
2102      became effective for the respective corporation. This paragraph
2103      is applicable only to resignations by registered agents from
2104      domestic corporations.
2105  (2)     A registered agent is terminated upon the earlier of:
2106  (a)     The 31st day after the department files the statement
2107      of resignation; or
2108  (b)     When a statement of change or other record designating
2109      a new registered agent is filed by the department.
2110  (3)     When a statement of resignation takes effect, the
2111      registered agent ceases to have responsibility for a matter
2112      thereafter tendered to it as agent for the corporation. The
2113      resignation does not affect contractual rights that the
2114      corporation has against the agent or that the agent has against
2115      the corporation.
2116  (4)     A registered agent may resign from a corporation
2117      regardless of whether the corporation has active status.
2118  Section 22.  Section 617.05022, Florida Statutes, is
2119      created to read:
2120  617.05022  Change of name or address by a registered
2121      agent.—
2122  (1)     If a registered agent changes the registered agent's
2123      name or business address, the agent may deliver to the
2124      department for filing a statement of change that provides the
2125      following:
  Page 85 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
2126  (a)     The name of the corporation represented by the
2127      registered agent.
2128  (b)     The name of the registered agent as currently shown in
2129      the records of the department for the corporation.
2130  (c)     If the name of the registered agent has changed, its
2131      new name.
2132  (d)     If the address of the registered agent has changed,
2133      the new address.
2134  (e)     A statement that the registered agent has given the
2135      notice required under subsection (2).
2136  (2)     A registered agent shall promptly furnish notice to
2137      the represented corporation of the statement of change and the
2138      changes made in the statement, as delivered to the department.
2139  (3)     A statement of change is effective when filed by the
2140      department.
2141  (4)     The changes described in this section may also be made
2142      on the corporation's annual report, in an application for
2143      reinstatement filed with the department under s. 617.1422, or in
2144      an amendment to or restatement of the company's articles of
2145      incorporation in accordance with s. 617.1006 or s. 617.1007.
2146  (5)     The department shall collect a fee pursuant to s.
2147      15.09(2) for filings authorized by this section.
2148  Section 23.  Section 617.0503, Florida Statutes, is amended
2149      to read:
2150  617.0503  Failure to maintain registered agent; subpoena by
  Page 86 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
2151      the Department of Legal Affairs Registered agent; duties;
2152      confidentiality of investigation records.—
2153  (1)(a)       Each corporation or, foreign corporation, or alien
2154      business organization that owns real property located in this
2155      state, that owns a mortgage on real property located in this
2156      state, or that conducts affairs transacts business in this state
2157      shall have and continuously maintain in this state a registered
2158      office and a registered agent and shall file with the department
2159      of State notice of the registered office and registered agent as
2160      provided in ss. 617.0501 and 617.0502. The appointment of a
2161      registered agent in compliance with s. 617.0501 or s. 617.0502
2162      is sufficient for purposes of this section if the registered
2163      agent so appointed files, in the form and manner prescribed by
2164      the department of State, an acceptance of the obligations
2165      provided for in this section.
2166  (b)     Each such corporation or, foreign corporation, or
2167      alien business organization that fails to have and continuously
2168      maintain a registered office and a registered agent as required
2169      in this section is liable to this state for $500 for each year,
2170      or part of a year, during which the domestic or corporation,
2171      foreign corporation, or alien business organization fails to
2172      comply with these requirements; but this liability is forgiven
2173      in full upon the compliance by the domestic or foreign
2174      corporation, foreign corporation, or alien business organization
2175      with the requirements of this subsection, even if that
  Page 87 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
2176      compliance occurs after an action to collect such amount is
2177      instituted. The Department of Legal Affairs may file an action
2178      in the circuit court for the judicial circuit in which the
2179      domestic or foreign corporation, foreign corporation, or alien
2180      business organization is found or conducts affairs transacts
2181      business, or in which real property belonging to the domestic or
2182      foreign corporation, foreign corporation, or alien business
2183      organization is located, to petition the court for an order
2184      directing that a registered agent be appointed and that a
2185      registered office be designated, and to obtain judgment for the
2186      amount owed under this subsection. In connection with such
2187      proceeding, the department may, without prior approval by the
2188      court, file a lis pendens against real property owned by the
2189      domestic or foreign corporation, foreign corporation, or alien
2190      business organization, which lis pendens must shall set forth
2191      the legal description of the real property and must shall be
2192      filed in the public records of the county where the real
2193      property is located. If the lis pendens is filed in any county
2194      other than the county in which the action is pending, the lis
2195      pendens that is filed must be a certified copy of the original
2196      lis pendens. The failure to comply timely or fully with an order
2197      directing that a registered agent be appointed and that a
2198      registered office be designated will result in a civil penalty
2199      of not more than $1,000 for each day of noncompliance. A
2200      judgment or an order of payment entered under this subsection
  Page 88 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
2201      becomes a judgment lien against any real property owned by the
2202      domestic or foreign corporation, foreign corporation, or alien
2203      business organization when a certified copy of the judgment or
2204      order is recorded as required by s. 55.10. The department may
2205      avail itself of, and is entitled to use, any provision of law or
2206      of the Florida Rules of Civil Procedure to further the
2207      collecting or obtaining of payment pursuant to a judgment or
2208      order of payment. The state, through the Attorney General, may
2209      bid, at any judicial sale to enforce its judgment lien, any
2210      amount up to the amount of the judgment or lien obtained
2211      pursuant to this subsection. All moneys recovered under this
2212      subsection must shall be treated as forfeitures under ss.
2213      895.01-895.09 and used or distributed in accordance with the
2214      procedure set forth in s. 895.09. A domestic or foreign
2215      corporation, foreign corporation, or alien business organization
2216      that fails to have and continuously maintain a registered office
2217      and a registered agent as required in this section may not
2218      defend itself against any action instituted by the Department of
2219      Legal Affairs or by any other agency of this state until the
2220      requirements of this subsection have been met.
2221  (2)     Each domestic or foreign corporation, foreign
2222      corporation, or alien business organization that owns real
2223      property located in this state, that owns a mortgage on real
2224      property located in this state, or that conducts affairs
2225      transacts business in this state must shall, pursuant to
  Page 89 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
2226      subpoena served upon the registered agent of the domestic or
2227      foreign corporation, foreign corporation, or alien business
2228      organization issued by the Department of Legal Affairs, produce,
2229      through its registered agent or through a designated
2230      representative within 30 days after service of the subpoena,
2231      testimony and records showing the following:
2232  (a)     True copies of documents evidencing the legal
2233      existence of the entity, including the articles of incorporation
2234      and any amendments to the articles of incorporation or the legal
2235      equivalent of the articles of incorporation and such amendments.
2236  (b)     The names and addresses of each current officer and
2237      director of the entity or persons holding equivalent positions.
2238  (c)     The names and addresses of all prior officers and
2239      directors of the entity or persons holding equivalent positions,
2240      for a period not to exceed the 5 years previous to the date of
2241      issuance of the subpoena.
2242  (d)     The names and addresses of each member current
2243      shareholder, equivalent equitable owner, and ultimate equitable
2244      owner of the entity, the number of which names is limited to the
2245      names of the 100 members holding the largest share of voting
2246      power of the domestic or foreign corporation shareholders,
2247      equivalent equitable owners, and ultimate equitable owners that,
2248      in comparison to all other shareholders, equivalent equitable
2249      owners, or ultimate equitable owners, respectively, own the
2250      largest number of shares of stock of the corporation, foreign
  Page 90 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
2251      corporation, or alien business organization or the largest
2252      percentage of an equivalent form of equitable ownership of the
2253      corporation, foreign corporation, or alien business
2254      organization.
2255  (e)     The names and addresses of all previous members prior
2256      shareholders, equivalent equitable owners, and ultimate
2257      equitable owners of the entity for the 12-month period preceding
2258      the date of issuance of the subpoena, the number of which names
2259      is limited to the 100 members holding the largest share of
2260      voting power of the domestic or foreign corporation
2261      shareholders, equivalent equitable owners, and ultimate
2262      equitable owners that, in comparison to all other shareholders,
2263      equivalent equitable owners, or ultimate equitable owners,
2264      respectively, own the largest number of shares of stock of the
2265      corporation, foreign corporation, or alien business organization
2266      or the largest percentage of an equivalent form of equitable
2267      ownership of the corporation, foreign corporation, or alien
2268      business organization.
2269  (f)      The names and addresses of the person or persons who
2270      provided the records and information to the registered agent or
2271      designated representative of the entity.
2272  (g)      The requirements of paragraphs (d) and (e) do not
2273      apply to:
2274  1.      A financial institution;
2275  2.      A corporation, foreign corporation, or alien business
  Page 91 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
2276      organization the securities of which are registered pursuant to
2277      s. 12 of the Securities Exchange Act of 1934, 15 U.S.C. ss. 78a-
2278      78kk, if such corporation, foreign corporation, or alien
2279      business organization files with the United States Securities
2280      and Exchange Commission the reports required by s. 13 of that
2281      act; or
2282  3.      A corporation, foreign corporation, or alien business
2283      organization, the securities of which are regularly traded on an
2284      established securities market located in the United States or on
2285      an established securities market located outside the United
2286      States, if such non-United States securities market is
2287      designated by rule adopted by the Department of Legal Affairs;
2288
2289      upon a showing by the corporation, foreign corporation, or alien
2290      business organization that the exception in subparagraph 1.,
2291      subparagraph 2., or subparagraph 3. applies to the corporation,
2292      foreign corporation, or alien business organization. Such
2293      exception in subparagraph 1., subparagraph 2., or subparagraph
2294      3. does not, however, exempt the corporation, foreign
2295      corporation, or alien business organization from the
2296      requirements for producing records, information, or testimony
2297      otherwise imposed under this section for any period of time when
2298      the requisite conditions for the exception did not exist.
2299  (3)      The time limit for producing records and testimony may
2300      be extended for good cause shown by the domestic or foreign
  Page 92 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
2301      corporation, foreign corporation, or alien business
2302      organization.
2303  (4)     A domestic or foreign corporation person, corporation,
2304      foreign corporation, or alien business organization designating
2305      an attorney or, accountant, or spouse as a registered agent or
2306      designated representative shall, with respect to this state or
2307      any agency or subdivision of this state, be deemed to have
2308      waived any privilege that might otherwise attach to
2309      communications with respect to the information required to be
2310      produced pursuant to subsection (2), which communications are
2311      among such domestic or foreign corporation, foreign corporation,
2312      or alien business organization; the registered agent or
2313      designated representative of such domestic or foreign
2314      corporation, foreign corporation, or alien business
2315      organization; and the beneficial owners of such domestic or
2316      foreign corporation, foreign corporation, or alien business
2317      organization. The duty to comply with the provisions of this
2318      section will not be excused by virtue of any privilege or
2319      provision of law of this state or any other state or country,
2320      which privilege or provision authorizes or directs that the
2321      testimony or records required to be produced under subsection
2322      (2) are privileged or confidential or otherwise may not be
2323      disclosed.
2324  (5)     If a domestic or foreign corporation, foreign
2325      corporation, or alien business organization fails without lawful
  Page 93 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
2326      excuse to comply timely or fully with a subpoena issued pursuant
2327      to subsection (2), the Department of Legal Affairs may file an
2328      action in the circuit court for the judicial circuit in which
2329      the domestic or foreign corporation, foreign corporation, or
2330      alien business organization is found or conducts affairs,
2331      transacts business or in which real property belonging to the
2332      domestic or foreign corporation, foreign corporation, or alien
2333      business organization is located, for an order compelling
2334      compliance with the subpoena. The failure without a lawful
2335      excuse to comply timely or fully with an order compelling
2336      compliance with the subpoena will result in a civil penalty of
2337      not more than $1,000 for each day of noncompliance with the
2338      order. In connection with such proceeding, the department may,
2339      without prior approval by the court, file a lis pendens against
2340      real property owned by the domestic or foreign corporation,
2341      foreign corporation, or alien business organization, which lis
2342      pendens must shall set forth the legal description of the real
2343      property and must shall be filed in the public records of the
2344      county where the real property is located. If the lis pendens is
2345      filed in any county other than the county in which the action is
2346      pending, the lis pendens that is filed must be a certified copy
2347      of the original lis pendens. A judgment or an order of payment
2348      entered pursuant to this subsection will become a judgment lien
2349      against any real property owned by the domestic or foreign
2350      corporation, foreign corporation, or alien business organization
  Page 94 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
2351      when a certified copy of the judgment or order is recorded as
2352      required by s. 55.10. The department may avail itself of, and is
2353      entitled to use, any provision of law or of the Florida Rules of
2354      Civil Procedure to further the collecting or obtaining of
2355      payment pursuant to a judgment or order of payment. The state,
2356      through the Attorney General, may bid at any judicial sale to
2357      enforce its judgment lien, an amount up to the amount of the
2358      judgment or lien obtained pursuant to this subsection. All
2359      moneys recovered under this subsection shall be treated as
2360      forfeitures under ss. 895.01-895.09 and used or distributed in
2361      accordance with the procedure set forth in s. 895.09.
2362  (6)     Information provided to, and records and
2363      transcriptions of testimony obtained by, the Department of Legal
2364      Affairs pursuant to this section are confidential and exempt
2365      from the provisions of s. 119.07(1) and s. 24(a), Art. I of the
2366      State Constitution while the investigation is active. For
2367      purposes of this section, an investigation shall be considered
2368      "active" while such investigation is being conducted with a
2369      reasonable, good faith belief that it may lead to the filing of
2370      an administrative, a civil, or a criminal proceeding. An
2371      investigation does not cease being to be active so long as the
2372      department is proceeding with reasonable dispatch and there is a
2373      good faith belief that action may be initiated by the department
2374      or other administrative or law enforcement agency. Except for
2375      active criminal intelligence or criminal investigative
  Page 95 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
2376      information, as defined in s. 119.011, and information which, if
2377      disclosed, would reveal a trade secret, as defined in s.
2378      688.002, or would jeopardize the safety of an individual, all
2379      information, records, and transcriptions become available to the
2380      public when the investigation is completed or becomes inactive
2381      ceases to be active. The department may shall not disclose
2382      confidential information, records, or transcriptions of
2383      testimony except pursuant to authorization by the Attorney
2384      General in any of the following circumstances:
2385  (a)     To a law enforcement agency participating in or
2386      conducting a civil investigation under chapter 895, or
2387      participating in or conducting a criminal investigation.
2388  (b)     In the course of filing, participating in, or
2389      conducting a judicial proceeding instituted pursuant to this
2390      section or chapter 895.
2391  (c)     In the course of filing, participating in, or
2392      conducting a judicial proceeding to enforce an order or judgment
2393      entered pursuant to this section or chapter 895.
2394  (d)     In the course of a criminal proceeding.
2395
2396      A person or law enforcement agency that receives any
2397      information, record, or transcription of testimony that has been
2398      made confidential by this subsection shall maintain the
2399      confidentiality of such material and may shall not disclose such
2400      information, record, or transcription of testimony except as
  Page 96 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
2401      provided for herein. Any person who willfully discloses any
2402      information, record, or transcription of testimony that has been
2403      made confidential by this subsection, except as provided for in
2404      this subsection, commits a misdemeanor of the first degree,
2405      punishable as provided in s. 775.082 or s. 775.083. If any
2406      information, record, or testimony obtained pursuant to
2407      subsection (2) is offered in evidence in any judicial
2408      proceeding, the court may, in its discretion, seal that portion
2409      of the record to further the policies of confidentiality set
2410      forth in this subsection.
2411  (7)     This section is supplemental and may shall not be
2412      construed to preclude or limit the scope of evidence gathering
2413      or other permissible discovery pursuant to any other subpoena or
2414      discovery method authorized by law or rule of procedure.
2415  (8)     It is unlawful for any person, with respect to any
2416      record or testimony produced pursuant to a subpoena issued by
2417      the Department of Legal Affairs under subsection (2), to
2418      knowingly and willfully falsify, conceal, or cover up a material
2419      fact by a trick, scheme, or device; make any false, fictitious,
2420      or fraudulent statement or representation; or make or use any
2421      false writing or document knowing the writing or document to
2422      contain any false, fictitious, or fraudulent statement or entry.
2423      A person who violates this subsection commits a felony of the
2424      third degree, punishable as provided in s. 775.082, s. 775.083,
2425      or s. 775.084.
  Page 97 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
2426  (9)     In the absence of a written agreement to the contrary,
2427      a registered agent is not liable for the failure to give notice
2428      of the receipt of a subpoena under subsection (2) to the
2429      domestic or foreign corporation, foreign corporation, or alien
2430      business organization that appointed the registered agent if the
2431      registered agent timely sends written notice of the receipt of
2432      the subpoena by first-class mail or domestic or international
2433      air mail, postage fees prepaid, to the last address that has
2434      been designated in writing to the registered agent by the
2435      appointing domestic or foreign corporation, foreign corporation,
2436      or alien business organization.
2437  (10)        The designation of a registered agent and a
2438      registered office as required by subsection (1) for a domestic
2439      or foreign corporation, foreign corporation, or alien business
2440      organization that owns real property in this state or a mortgage
2441      on real property in this state is solely for the purposes of
2442      this chapter; and, notwithstanding s. 48.181, s. 617.1502, s.
2443      617.1503, or any other relevant section of the Florida Statutes,
2444      such designation may not be used in determining whether the
2445      domestic or foreign corporation, foreign corporation, or alien
2446      business organization is actually doing business in this state.
2447  (11)        As used in this section, the term:
2448  (a)     "Alien business organization" means:
2449  1.      Any corporation, association, partnership, trust, joint
2450      stock company, or other entity organized under any laws other
  Page 98 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O    R   I   D   A    H   O   U   S   E      O   F      R    E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
2451      than the laws of the United States, of any United States
2452      territory or possession, or of any state of the United States;
2453      or
2454  2.      Any corporation, association, partnership, trust, joint
2455      stock company, or other entity or device 10 percent or more of
2456      which is owned or controlled, directly or indirectly, by an
2457      entity described in subparagraph 1. or by a foreign natural
2458      person.
2459  (b)      "Financial institution" means:
2460  1.      A bank, banking organization, or savings association,
2461      as defined in s. 220.62;
2462  2.      An insurance company, trust company, credit union, or
2463      industrial savings bank, any of which is licensed or regulated
2464      by an agency of the United States or any state of the United
2465      States; or
2466  3.      Any person licensed under the provisions of chapter
2467      494.
2468  (c)     "Mortgage" means a mortgage on real property situated
2469      in this state, except a mortgage owned by a financial
2470      institution.
2471  (b)(d)      "Real property" means any real property situated in
2472      this state or any interest in such real property.
2473  (e)      "Ultimate equitable owner" means a natural person who,
2474      directly or indirectly, owns or controls an ownership interest
2475      in a corporation, foreign corporation, or alien business
  Page 99 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
2476      organization, regardless of whether such natural person owns or
2477      controls such ownership interest through one or other natural
2478      persons or one or more proxies, powers of attorney, nominees,
2479      corporations, associations, partnerships, trusts, joint stock
2480      companies, or other entities or devices, or any combination
2481      thereof.
2482  (12)        Any alien business organization may withdraw its
2483      registered agent designation by delivering an application for
2484      certificate of withdrawal to the department for filing. The
2485      application shall set forth:
2486  (a)     The name of the alien business organization and the
2487      jurisdiction under the law of which it is incorporated or
2488      organized; and
2489  (b)     That it is no longer required to maintain a registered
2490      agent in this state.
2491  Section 24.  Section 617.0505, Florida Statutes, is amended
2492      to read:
2493  617.0505  Distributions and dividends prohibited;
2494      exceptions.—Except as authorized in s. 617.1302, A corporation
2495      may not make distributions to its members, directors, or
2496      officers.
2497  (1)     A corporation may not pay any dividend and may not
2498      make distributions of any part of the net income or net earnings
2499      of the corporation to its members, directors, or officers,
2500      except that a corporation may:
  Page 100 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
2501  (a)     Make payments for compensation and benefits as
2502      authorized in s. 617.0603, membership purchases as authorized in
2503      s. 617.0608(2), and compensation for directors as authorized in
2504      s. 617.08101;
2505  (b)     Make distributions to its members upon dissolution in
2506      conformity with the dissolution provisions of this chapter or,
2507      if expressly permitted by its articles of incorporation, upon
2508      partial liquidation; and
2509  (c)     Make distributions to another nonprofit entity or
2510      governmental unit that is a member of the distributing
2511      corporation or has the power to appoint one or more of the
2512      directors of the distributing corporation A mutual benefit
2513      corporation, such as a private club that is established for
2514      social, pleasure, or recreational purposes and that is organized
2515      as a corporation of which the equity interests are held by the
2516      members, may, subject to s. 617.1302, purchase the equity
2517      membership interest of any member, and the payment for such
2518      interest is not a distribution for purposes of this section.
2519  (2)     A corporation may pay compensation in a reasonable
2520      amount to its members, directors, or officers for services
2521      rendered, may confer benefits upon its members in conformity
2522      with its purposes, and, upon dissolution or final liquidation,
2523      may make distributions to its members as permitted by this
2524      chapter.
2525  (3)     If expressly permitted by its articles of
  Page 101 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
2526      incorporation, a corporation may make distributions upon partial
2527      liquidation to its members, as permitted by this section. Any
2528      such payment, benefit, or distribution does not constitute a
2529      dividend or a distribution of income or profit for purposes of
2530      this section.
2531  (4)     A corporation that is a utility exempt from regulation
2532      under s. 367.022(7), whose articles of incorporation state that
2533      it is exempt from taxation under s. 501(c)(12) of the Internal
2534      Revenue Code of 1986, as amended, may make refunds to its
2535      members, before prior to a dissolution or liquidation, as its
2536      managing board deems necessary to establish or preserve its tax-
2537      exempt status. Any such refund does not constitute a dividend or
2538      a distribution of income or earnings profit for purposes of this
2539      section.
2540  (3)(5)       A corporation that is regulated by chapter 718,
2541      chapter 719, chapter 720, chapter 721, or chapter 723, or a
2542      corporation where membership in such corporation is required
2543      pursuant to a document recorded in the official county property
2544      records, may make refunds to its members, give giving credits to
2545      its members, disburse disbursing insurance proceeds to its
2546      members, or disburse disbursing or pay paying settlements to its
2547      members without violating this section.
2548  (4)     A dividend or distribution by a nonprofit insurance
2549      company subsidiary to its mutual insurance holding company
2550      organized under part III of chapter 628, directly or indirectly
  Page 102 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
2551      through one or more intermediate holding companies authorized
2552      under that part, is not a distribution for the purposes of this
2553      chapter.
2554  Section 25.  Paragraph (b) of subsection (1) and
2555      subsections (3) through (7) of section 617.0601, Florida
2556      Statutes, are amended, and subsections (8) and (9) are added to
2557      that section, to read:
2558  617.0601  Members, generally.—
2559  (1)
2560  (b)     For The articles of incorporation or bylaws of any
2561      nonprofit corporation not for profit that does not have members,
2562      or does not have members entitled to vote on a matter, any law
2563      requiring notice to, the presence of, or the vote, consent, or
2564      other action by members of the corporation in connection with
2565      such matter is satisfied by notice to, the presence of, or the
2566      vote, consent, or other action by the board of directors of the
2567      nonprofit corporation maintains chapters or affiliates may grant
2568      representatives of such chapters or affiliates the right to vote
2569      in conjunction with the board of directors of the corporation
2570      notwithstanding applicable quorum or voting requirements of this
2571      chapter if the corporation is registered with the Department of
2572      Agriculture and Consumer Services pursuant to ss. 496.401-
2573      496.424, the Solicitation of Contributions Act.
2574  (3)     Corporation members have no voting or other rights
2575      except as provided in the articles of incorporation or bylaws
  Page 103 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
2576      and each member has the same rights and obligations as every
2577      other member except as provided in the articles of incorporation
2578      or bylaws. However, members of any corporation existing on July
2579      1, 1991, shall continue to have the same voting and other rights
2580      as before such date until changed by amendment of the articles
2581      of incorporation or bylaws.
2582  (4)     A corporation shall keep a membership list book
2583      containing, in alphabetical order, the name and address of each
2584      member. The corporation shall also keep records in accordance
2585      with s. 617.1601.
2586  (5)     A resignation, expulsion, suspension, or termination
2587      of membership pursuant to s. 617.0606 or s. 617.0607 must shall
2588      be recorded in the membership list book. Unless otherwise
2589      provided in the articles of incorporation or the bylaws, all the
2590      rights and privileges of a member cease on termination of
2591      membership.
2592  (6)     Except as provided in the articles of incorporation or
2593      the bylaws, a corporation may admit members for no consideration
2594      or for such consideration as is determined by the board of
2595      directors. The consideration may take any form, including, but
2596      not limited to, promissory notes, intangible property, or past
2597      or future services. Payment of such consideration may be made at
2598      such times and upon such terms as are set forth in or authorized
2599      by the articles of incorporation, bylaws, or action of the board
2600      of directors Subsections (1), (2), (3), and (4) do not apply to
  Page 104 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
2601      a corporation that is an association as defined in s. 720.301.
2602  (7)     Where the articles of incorporation expressly limit
2603      membership in the corporation to property owners within specific
2604      measurable geographic boundaries and where the corporation has
2605      been formed for the benefit of all of those property owners, no
2606      such property owner may not shall be denied membership, provided
2607      that such property owner once admitted to membership complies,
2608      shall comply with the terms and conditions of membership which
2609      may provide for termination of membership upon ceasing to be a
2610      property owner. Any bylaws, rules, or other regulations to the
2611      contrary are deemed void and any persons excluded from
2612      membership by such bylaws, rules, or other regulations are
2613      deemed members with full rights, including the right, by the
2614      majority, or as otherwise provided in the articles of
2615      incorporation, to call for a meeting of the membership.
2616  (8)     A corporation may not be a member of itself or
2617      exercise the rights of a member with respect to itself. Upon a
2618      corporation's purchase of its own membership interest in
2619      accordance with s. 617.0608, the membership interest is
2620      canceled.
2621  (9)     Subsections (1)-(4) do not apply to a corporation that
2622      is an association as defined in s. 720.301.
2623  Section 26.  Section 617.0603, Florida Statutes, is created
2624      to read:
2625  617.0603  Compensation and benefits.—A corporation may do
  Page 105 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
2626      any of the following:
2627  (1)     Pay compensation in reasonable amounts to its members,
2628      directors, officers, agents, and employees for services
2629      rendered.
2630  (2)     Confer benefits upon its members in conformity with
2631      its purposes.
2632  (3)     Upon dissolution or final liquidation, make
2633      distributions to its members or others as permitted by this
2634      chapter.
2635
2636      No such payments, benefits, or distributions may be deemed to be
2637      a dividend or a distribution of income or earnings.
2638  Section 27.  Subsection (2) of section 617.0604, Florida
2639      Statutes, is amended, and subsections (3) through (7) are added
2640      to that section, to read:
2641  617.0604  Liability of members.—
2642  (2)     A corporation may levy dues, assessments, and fees on
2643      its members to the extent authorized in the articles of
2644      incorporation or the bylaws. Dues, assessments, and fees may be
2645      imposed on members of the same class either alike or in
2646      different amounts or proportions, and may be imposed on a
2647      different basis on different classes of members. Members of a
2648      class may be made exempt from dues, assessments, and fees to the
2649      extent provided in the articles of incorporation or the bylaws A
2650      member may become liable to the corporation for dues,
  Page 106 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
2651      assessments, or fees as provided by law.
2652  (3)     The amount and method of collection of dues,
2653      assessments, and fees may be fixed in the articles of
2654      incorporation or bylaws, or the articles of incorporation or
2655      bylaws may authorize the board of directors or its members to
2656      fix the amount and method of collection.
2657  (4)     The articles of incorporation or bylaws may provide
2658      reasonable means, such as termination and reinstatement of
2659      membership, to enforce the collection of dues, assessments, and
2660      fees.
2661  (5)     A creditor of a corporation may not bring a proceeding
2662      to reach the liability, if any, of a member of the corporation
2663      unless final judgment has been rendered in favor of the creditor
2664      against the corporation and execution has been returned
2665      unsatisfied in whole or in part or unless the proceeding would
2666      be useless.
2667  (6)     All creditors of a corporation, with or without
2668      reducing their claims to judgment, may intervene in any other
2669      creditor's proceeding brought pursuant to subsection (5) to
2670      reach and apply unpaid amounts due from the corporation. All
2671      members who owe unpaid amounts to the corporation may be joined
2672      in the proceeding.
2673  (7)     Satisfaction of a debt owed to a creditor by the
2674      corporation through payment of a member who owes unpaid amounts
2675      to the corporation satisfies the debt of the corporation to the
  Page 107 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
2676      creditor and the debt of the member to the corporation to the
2677      extent so paid by the member to the creditor.
2678  Section 28.  Section 617.0605, Florida Statutes, is amended
2679      to read:
2680  617.0605  Transfer of membership interests.—
2681  (1)     Except as provided in the articles of incorporation or
2682      bylaws, a member of a corporation may not transfer a membership
2683      or any right arising from membership except as otherwise allowed
2684      in this section.
2685  (2)     Except as set forth in the articles of incorporation
2686      or bylaws of a mutual benefit corporation, a member of a mutual
2687      benefit corporation may not transfer a membership or any right
2688      arising from membership.
2689  (3)     Where the right to If transfer a membership has been
2690      provided in the articles of incorporation or bylaws rights have
2691      been provided for one or more members of a mutual benefit
2692      corporation, a restriction on such rights is not binding with
2693      respect to a member holding a membership issued before the
2694      adoption of the restriction unless the restriction is approved
2695      by the members and the affected member.
2696  Section 29.  Section 617.0606, Florida Statutes, is amended
2697      to read:
2698  617.0606  Resignation of members.—
2699  (1)     Except as may be provided in the articles of
2700      incorporation or bylaws of a corporation, A member may resign at
  Page 108 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
2701      any time for any reason of a mutual benefit corporation may not
2702      transfer a membership or any right arising from membership.
2703  (2)     The resignation of a member does not relieve the
2704      member from any obligations that the member may have to the
2705      corporation as a result of obligations incurred or commitments
2706      made before resignation.
2707  Section 30.  Subsections (3) and (4) of section 617.0607,
2708      Florida Statutes, are amended, and subsection (5) is added to
2709      that section, to read:
2710  617.0607  Termination, expulsion, and suspension.—
2711  (3)     Any proceeding challenging an expulsion, suspension,
2712      or termination, including a proceeding in which the defective
2713      notice is alleged, must be commenced within 1 year after the
2714      effective date of the expulsion, suspension, or termination.
2715  (4)     A member who has been expelled or suspended or has had
2716      a membership suspended or terminated may be liable to the
2717      corporation for dues, assessments, or fees as a result of
2718      obligations incurred or commitments made before the expulsion,
2719      or suspension, or termination. The expulsion, suspension, or
2720      termination does not relieve the member of any obligations or
2721      commitments made before the expulsion, suspension, or
2722      termination.
2723  (5)     A corporation may, if authorized in the articles of
2724      incorporation or bylaws, levy fines or otherwise penalize its
2725      members. A fine or penalty, other than a late fee for nonpayment
  Page 109 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
2726      of dues, may not be levied until after the corporation has
2727      provided notice thereof to the member concerned and has afforded
2728      the affected member an opportunity to be heard on the matter.
2729  Section 31.  Section 617.0608, Florida Statutes, is amended
2730      to read:
2731  617.0608  Purchase of memberships.—
2732  (1)     A corporation described in s. 501(c)(3) of the
2733      Internal Revenue Code of 1986, as amended, may not purchase the
2734      membership interests of any of its members any of its
2735      memberships or any right arising from membership. Any
2736      corporation that is not described in s. 501(c)(3) of the
2737      Internal Revenue Code of 1986, as amended, may purchase the
2738      membership interest of any member or any right arising from
2739      membership to the extent provided in the articles of
2740      incorporation or bylaws. No such payment for purchase of
2741      membership interest or right arising from membership may be
2742      deemed a dividend or a distribution of income or earnings except
2743      as provided in s. 617.0505 or subsection (2).
2744  (2)     Subject to subsection (1) s. 617.1302, a mutual
2745      benefit corporation may purchase the membership interest of a
2746      member who resigns, or whose membership is terminated, for the
2747      amount and pursuant to the conditions set forth in its articles
2748      of incorporation or bylaws, but only if, after the completing
2749      the purchase:
2750  (a)     The corporation is able to pay its debts as they
  Page 110 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
2751      become due in the usual course of its activities; and
2752  (b)     The total assets of the corporation are at least equal
2753      to the sum of its liabilities.
2754  Section 32.  Section 617.0701, Florida Statutes, is amended
2755      to read:
2756  617.0701  Meetings of members, generally; failure to hold
2757      annual meeting; special meeting; consent to corporate actions
2758      without meetings; waiver of notice of meetings.—
2759  (1)     A corporation with members may hold meetings of
2760      members for the transaction of any proper business at such times
2761      stated in or fixed in accordance with the articles of
2762      incorporation or bylaws. The frequency of all meetings of
2763      members, the time and manner of notice of such meetings, the
2764      conduct and adjournment of such meetings, the determination of
2765      members entitled to notice or to vote at such meetings, and the
2766      number or voting power of members necessary to constitute a
2767      quorum, shall be determined by or in accordance with the
2768      articles of incorporation or the bylaws. Annual, regular, and
2769      special meetings of the members may be held in or out of this
2770      state, and the place and time of all meetings may be determined
2771      by the board of directors.
2772  (2)     The failure to hold an annual meeting at the time
2773      stated in or fixed in accordance with a corporation's articles
2774      of incorporation or bylaws or pursuant to this chapter does not
2775      work cause a forfeiture or give cause for dissolution of the
  Page 111 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
2776      corporation, and nor does not such failure affect the validity
2777      of any corporate action otherwise valid corporate acts, except
2778      as provided in s. 617.1430 in the case of a deadlock among the
2779      directors or the members.
2780  (3)(a)       Except as provided in the articles of incorporation
2781      or bylaws, special meetings of the members may be called by
2782      either:
2783  1.      By the corporation's board of directors or the person
2784      or persons authorized to do so by the articles of incorporation
2785      or bylaws; or
2786  2.      If members holding no less than 10 percent, or such
2787      other amount as specified in the articles of incorporation or
2788      bylaws, of all the votes entitled to be cast on any issue being
2789      considered at the proposed special meeting sign, date, and
2790      deliver to the corporation's secretary one or more written
2791      demands for the meeting describing the purpose or purposes for
2792      which it is to be held.
2793  (b)      Unless otherwise provided in the articles of
2794      incorporation or bylaws, a written demand for a special meeting
2795      may be revoked by a writing to that effect received by the
2796      corporation before the receipt by the corporation of demands
2797      sufficient in number to require holding a special meeting
2798      pursuant to subparagraph (a)2.
2799  (c)      Only business within the purpose or purposes described
2800      in the meeting notice may be conducted at a special meeting of
  Page 112 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
2801      members.
2802  (d)     Special meetings of members may be held in or out of
2803      this state at a place stated in or fixed in accordance with the
2804      articles of incorporation or the bylaws or, when not
2805      inconsistent with the articles of incorporation or the bylaws,
2806      in the notice of the special meeting. If no place is stated or
2807      fixed in accordance with the articles of incorporation or the
2808      bylaws or in the notice of the special meeting, special meetings
2809      must be held at the corporation's principal office.
2810  (a)     The president;
2811  (b)     The chair of the board of directors;
2812  (c)     The board of directors;
2813  (d)     Other officers or persons as are provided for in the
2814      articles of incorporation or the bylaws;
2815  (e)     The holders of at least 5 percent of the voting power
2816      of a corporation when one or more written demands for the
2817      meeting, which describe the purpose for which the meeting is to
2818      be held, are signed, dated, and delivered to a corporate
2819      officer; or
2820  (f)     A person who signs a demand for a special meeting
2821      pursuant to paragraph (e) if notice for a special meeting is not
2822      given within 30 days after receipt of the demand. The person
2823      signing the demand may set the time and place of the meeting and
2824      give notice under this subsection.
2825  (4)     Unless otherwise provided in the articles of
  Page 113 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
2826      incorporation or bylaws, action required or permitted by this
2827      chapter to be taken at an annual or special meeting of members
2828      may be taken without a meeting, without prior notice, and
2829      without a vote if the action is taken by the members entitled to
2830      vote on such action and having not less than the minimum number
2831      of votes necessary to authorize such action at a meeting at
2832      which all members entitled to vote on such action were present
2833      and voted.
2834  (a)     To be effective, the action must be evidenced by one
2835      or more written consents describing the action taken, dated and
2836      signed by approving members having the requisite number of votes
2837      and entitled to vote on such action, and delivered to the
2838      corporation to its principal office in this state, its principal
2839      place of business, the corporate secretary, or another officer
2840      or agent of the corporation having custody of the book in which
2841      proceedings of meetings of members are recorded. The action
2842      taken by written consent is effective when such written consent
2843      is signed by members entitled to cast the required number of
2844      votes on the action and has been delivered to the corporation by
2845      delivery as set forth in this section, but only if Written
2846      consent to take the corporate action referred to in the consent
2847      is not effective unless the consent is signed by members having
2848      the requisite number of votes necessary to authorize the action
2849      within 90 days after the date of the earliest dated consent and
2850      is delivered in the manner required by this section.
  Page 114 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
2851  (b)     Any written consent may be revoked before prior to the
2852      date that the corporation receives the required number of
2853      consents to authorize the proposed action. A revocation is not
2854      effective unless in writing and until received by the
2855      corporation at its principal office in this state or its
2856      principal place of business, or received by the corporate
2857      secretary or other officer or agent of the corporation having
2858      custody of the book in which proceedings of meetings of members
2859      are recorded.
2860  (c)     If the articles of incorporation or bylaws require
2861      that notice of proposed corporate action be delivered to members
2862      not entitled to vote on the action and the action is to be taken
2863      by consent of the members entitled to vote, within 30 days after
2864      obtaining authorization by written consent, notice must be given
2865      to those members who are entitled to vote on the action but who
2866      have not consented in writing and to those members who are not
2867      entitled to vote. The notice must fairly summarize the material
2868      features of the authorized action.
2869  (d)     A consent signed under this section has the effect of
2870      a meeting vote and may be described as such in any document.
2871  (e)     If the action to which the members consent is such as
2872      would have required the filing of articles or a certificate
2873      under any other section of this chapter if such action had been
2874      voted on by members at a meeting, the articles or certificate
2875      filed under such other section must state that written consent
  Page 115 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
2876      has been given in accordance with this section.
2877  (f)     Whenever action is taken pursuant to this section, the
2878      written consent of the members consenting thereto to such action
2879      or the written reports of inspectors appointed to tabulate such
2880      consents must be filed with the minutes of member proceedings.
2881  (5)(a)       A member may waive any notice required by this
2882      chapter, the articles of incorporation, or the bylaws before or
2883      after the date and time stated in the notice. The waiver must be
2884      in writing, signed electronically or otherwise by the member
2885      entitled to the notice, and delivered to the corporation for
2886      filing by the corporation with the minutes or corporate records
2887      Notice of a meeting of members need not be given to any member
2888      who signs a waiver of notice, in person or by proxy, either
2889      before or after the meeting. Unless required by the articles of
2890      incorporation or bylaws, neither the affairs to be transacted at
2891      nor the purpose of the meeting need to be specified in the
2892      waiver.
2893  (b)      Attendance of a member at a meeting waives objection
2894      to:
2895  1.      Lack, either in person or by proxy, constitutes waiver
2896      of notice or defective notice of the meeting, unless the member
2897      promptly objects to holding the meeting or transacting business
2898      at the beginning of the meeting and does not thereafter vote for
2899      or assent to action taken at the meeting; and
2900  2.      Consideration of a particular matter at the meeting
  Page 116 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
2901      which is not within the purposes described in the meeting notice
2902      waiver of any and all objections to the place of the meeting,
2903      the time of the meeting, or the manner in which it has been
2904      called or convened, unless the member objects to considering the
2905      matter when it is presented at the meeting attends a meeting
2906      solely for the purpose of stating, at the beginning of the
2907      meeting, any such objection or objections to the transaction of
2908      affairs.
2909  (6)     Subsections (1) and (3) do not apply to any
2910      corporation that is an association as defined in s. 720.301; a
2911      corporation regulated by chapter 718, chapter 719, chapter 720,
2912      chapter 721, or chapter 723; or a corporation where membership
2913      in such corporation is required pursuant to a document recorded
2914      in the county official property records.
2915  Section 33.  Section 617.0721, Florida Statutes, is amended
2916      to read:
2917  617.0721  Voting by members.—
2918  (1)     Members are not entitled to vote except as conferred
2919      by the articles of incorporation or the bylaws.
2920  (2)     A member who is entitled to vote may vote in person
2921      or, unless the articles of incorporation or the bylaws otherwise
2922      provide, may vote by proxy executed in writing by the member or
2923      by his or her duly authorized attorney in fact.
2924  (3)(a)       A member or the member's attorney-in-fact may
2925      appoint a proxy to vote or otherwise act for the member by:
  Page 117 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
2926  1.      Signing an appointment form, with his or her signature
2927      affixed, by any reasonable means, including, but not limited to,
2928      facsimile or electronic signature;
2929  2.      Transmitting or authorizing the transmission of an
2930      electronic signature to the person who will be appointed as the
2931      proxy or to a proxy solicitation firm, a proxy support service
2932      organization, a registrar, or an agent authorized by the person
2933      who will be designated as the proxy to receive such
2934      transmission; or
2935  3.      Using such other means as provided for in the articles
2936      of incorporation or the bylaws.
2937  (b)      An appointment form must contain or be accompanied by
2938      information from which it can be determined that the member or
2939      the member's attorney in fact authorized the appointment of the
2940      proxy.
2941  (4)     Notwithstanding any provision to the contrary in the
2942      articles of incorporation or bylaws, any copy, facsimile
2943      transmission, or other reliable reproduction of the appointment
2944      form original proxy may be substituted or used in lieu of the
2945      original proxy for any purpose for which the original proxy
2946      could be used if the copy, facsimile transmission, or other
2947      reproduction is a complete reproduction of the appointment form
2948      entire proxy. An appointment of a proxy is effective when a
2949      signed appointment in a record is received by the inspectors of
2950      election, the officer or agent of the corporation authorized to
  Page 118 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
2951      count votes, or the secretary. An appointment of a proxy is not
2952      valid for after 11 months following the date of its execution
2953      unless a longer period, which may not exceed 3 years, is
2954      expressly otherwise provided in the appointment form proxy. The
2955      death or incapacity of the member appointing a proxy does not
2956      affect the right of the corporation to accept the proxy's
2957      authority unless notice of the death or incapacity is received
2958      by the inspectors of election, the officer or agent authorized
2959      to count votes, or the secretary before the proxy exercises his
2960      or her authority under the appointment. A member may revoke
2961      appointment of a proxy unless the appointment form or electronic
2962      transmission states that it is irrevocable and the appointment
2963      is coupled with an interest.
2964  (a)     If directors or officers are to be elected by members,
2965      the bylaws may provide that such elections may be conducted by
2966      mail.
2967  (b)     A corporation may reject a vote, ballot, consent,
2968      waiver, demand, or proxy appointment if the person secretary or
2969      other officer or agent authorized to accept or reject such vote,
2970      ballot, consent, waiver, demand, or proxy appointment tabulate
2971      votes, acting in good faith, has a reasonable basis to doubt for
2972      doubting the validity of the signature on it or the signatory's
2973      authority to sign for the member.
2974  (5)(a)(3)  If authorized by the board of directors, and
2975      subject to such guidelines and procedures as the board of
  Page 119 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
2976      directors may adopt, Members of any class, their attorneys-in-
2977      fact, and proxies may participate in any and proxy holders who
2978      are not physically present at a meeting of members may, by means
2979      of remote communication to the extent the board of directors
2980      authorizes such participation for such class. Participation by
2981      means of remote communication is subject to the guidelines and
2982      procedures adopted by the board of directors and must be in
2983      conformity with paragraph (b).:
2984  (a)     Participate in the meeting.
2985  (b)     Members, their attorneys-in-fact, and proxies
2986      participating in a members' meeting by means of remote
2987      communication authorized in paragraph (a) are Be deemed to be
2988      present in person and may vote at the meeting if the corporation
2989      has implemented reasonable measures to:
2990  1.      The corporation implements reasonable means to Verify
2991      that each person participating remotely as a member is a member,
2992      a member's attorney-in-fact, or a proxy deemed present and
2993      authorized to vote by means of remote communication is a member
2994      or proxy holder; and
2995  2.      The corporation implements reasonable measures to
2996      Provide such members, member's attorneys-in-fact, and proxies or
2997      proxy holders with a reasonable opportunity to participate in
2998      the meeting and to vote on matters submitted to the members,
2999      including an opportunity to communicate and to read or hear the
3000      proceedings of the meeting substantially concurrent with the
  Page 120 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
3001      proceedings.
3002  (c)     If any member, attorney-in-fact for a member, or proxy
3003      holder votes or takes other action at a members' meeting by
3004      means of remote communication, a record of such vote or other
3005      action that member's participation in the meeting must be
3006      maintained by the corporation in accordance with s. 617.1601.
3007  (d)     Unless the articles of incorporation, bylaws, or
3008      demands of members in accordance with s. 617.0701(3) require a
3009      meeting of members to be held at a geographic location, the
3010      board of directors may determine that any meeting of members
3011      will not be held at a geographic location, and instead will be
3012      held solely by means of remote communication, but only if the
3013      corporation implements the measures required by paragraph (b).
3014  (6)(4)       If any entity corporation, whether for profit or
3015      not for profit, is a member of a corporation organized under
3016      this chapter, the chair of the governing body board, the
3017      president, any vice president, the secretary, or the treasurer
3018      of the member entity corporation, and any such officer or
3019      cashier or trust officer of a banking or trust corporation
3020      holding such membership, and any like officer of a foreign
3021      entity corporation whether for profit or not for profit, holding
3022      such membership in a domestic corporation, is shall be deemed by
3023      the corporation in which membership is held to have the
3024      authority to vote on behalf of the member entity corporation and
3025      to execute proxies and written waivers and consents in relation
  Page 121 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
3026      thereto, unless, before a vote is taken or a waiver or consent
3027      is acted upon, it appears pursuant to a certified copy of the
3028      bylaws or other governing documents of the entity or a
3029      resolution of the governing documents board of directors or
3030      executive committee of the member entity corporation that such
3031      authority does not exist or is vested in some other officer or
3032      person. In the absence of such certification, a person executing
3033      any such proxies, waivers, or consents or presenting himself or
3034      herself at a meeting as one of such officers of a corporate
3035      member entity is shall be, for the purposes of this section,
3036      conclusively deemed to be duly elected, qualified, and acting as
3037      such officer and to be fully authorized. In the case of
3038      conflicting representation, the corporate member entity shall be
3039      represented by its senior officer, in the order stated in this
3040      subsection.
3041  (7)(5)       The articles of incorporation or the bylaws may
3042      provide that, in all elections for directors, every member
3043      entitled to vote has the right to cumulate the member's his or
3044      her votes and to give one candidate a number of votes equal to
3045      the number of votes the member he or she could give if one
3046      director were being elected multiplied by the number of
3047      directors to be elected or to distribute such votes on the same
3048      principles among any number of such candidates. A corporation
3049      may not have cumulative voting unless such voting is expressly
3050      authorized in the articles of incorporation.
  Page 122 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
3051  (8)(6)       If a corporation has no members or its members do
3052      not have the right to vote, the directors shall have the sole
3053      voting power.
3054  (9)(7)       Subsections (1), (7) (5), and (8) (6) do not apply
3055      to a corporation that is an association, as defined in s.
3056      720.301, or a corporation regulated by chapter 718 or chapter
3057      719.
3058  Section 34.  Section 617.0741, Florida Statutes, is created
3059      to read:
3060  617.0741  Standing.—A director, an officer, or a member may
3061      not commence a proceeding in the right of a domestic or foreign
3062      corporation unless such director, officer, or member holds that
3063      position at the time the action is commenced and:
3064  (1)     Was a director, an officer, or a member when the
3065      conduct giving rise to the action occurred; or
3066  (2)     The person became a member through transfer or by
3067      operation of law from a person who was a member when the conduct
3068      giving rise to the action occurred.
3069  Section 35.  Section 617.0742, Florida Statutes, is created
3070      to read:
3071  617.0742  Complaint; demand and excuse.—A complaint in a
3072      proceeding brought in the right of a corporation must be
3073      verified and allege with particularity:
3074  (1)     The demand, if any, made to obtain the action desired
3075      by the director, officer, or member from the board of directors;
  Page 123 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
3076      and
3077  (2)     Either:
3078  (a)     If such demand was made, that the demand was refused,
3079      rejected, or ignored by the board of directors before the
3080      expiration of 90 days from the date the demand was made.
3081  (b)     If such a demand was made, why irreparable injury to
3082      the corporation or misapplication or waste of corporate assets
3083      causing material injury to the corporation would result by
3084      waiting for the expiration of a 90-day period from the date the
3085      demand was made; or
3086  (c)     The reason or reasons the director, officer, or member
3087      did not make the effort to obtain the desired action from the
3088      board of directors or comparable authority.
3089  Section 36.  Section 617.0743, Florida Statutes, is created
3090      to read:
3091  617.0743  Stay of proceedings.—If the corporation commences
3092      an inquiry into the allegations made in the demand or complaint,
3093      the court may stay any derivative proceeding for such period as
3094      the court deems appropriate.
3095  Section 37.  Section 617.0744, Florida Statutes, is created
3096      to read:
3097  617.0744  Dismissal.—
3098  (1)     A derivative proceeding may be dismissed, in whole or
3099      in part, by the court upon motion by the corporation if a group
3100      specified in subsection (2) or subsection (3) has determined in
  Page 124 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
3101      good faith, after conducting a reasonable inquiry upon which its
3102      conclusions are based, that the maintenance of the derivative
3103      proceeding is not in the best interests of the corporation. In
3104      all such cases, the corporation has the burden of proof
3105      regarding the qualifications, good faith, and reasonable inquiry
3106      of the group making the determination.
3107  (2)     Unless a panel is appointed pursuant to subsection
3108      (3), the determination required in subsection (1) must be made
3109      by:
3110  (a)     A majority of qualified directors present at a meeting
3111      of the board of directors if the qualified directors constitute
3112      a quorum; or
3113  (b)     A majority vote of a committee consisting of two or
3114      more qualified directors appointed by majority vote of qualified
3115      directors present at a meeting of the board of directors,
3116      regardless of whether such qualified directors constitute a
3117      quorum.
3118  (3)     Upon motion by the corporation, the court may appoint
3119      a panel consisting of one or more disinterested and independent
3120      individuals to make a determination required in subsection (1).
3121  (4)     This section does not prevent the court from:
3122  (a)     Enforcing a person's rights under the corporation's
3123      articles of incorporation or bylaws or this chapter, including
3124      the person's rights to information under s. 617.1602; or
3125  (b)     Exercising its equitable or other powers, including
  Page 125 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
3126      granting extraordinary relief in the form of a temporary
3127      restraining order or preliminary injunction.
3128  Section 38.  Section 617.0745, Florida Statutes, is created
3129      to read:
3130  617.0745  Discontinuance or settlement; notice.—
3131  (1)     A derivative action on behalf of a corporation may not
3132      be discontinued or settled without the court's approval.
3133  (2)     If the court determines that a proposed discontinuance
3134      or settlement will substantially affect the interest of any of
3135      the corporation's members, the court must direct that notice be
3136      given to the members affected. The court may determine which
3137      party or parties to the derivative action bears the expense of
3138      giving the notice.
3139  Section 39.  Section 617.0746, Florida Statutes, is created
3140      to read:
3141  617.0746  Proceeds and expenses.—On termination of the
3142      derivative proceeding, the court may:
3143  (1)     Order the corporation to pay from the amount recovered
3144      in the derivative proceeding by the corporation the plaintiff's
3145      reasonable expenses, including reasonable attorney fees and
3146      costs, incurred in the derivative proceeding if it finds that,
3147      in the derivative proceeding, the plaintiff was successful in
3148      whole or in part; or
3149  (2)     Order the plaintiff to pay any of the defendant's
3150      reasonable expenses, including reasonable attorney fees and
  Page 126 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
3151      costs, incurred in defending the derivative proceeding if it
3152      finds that the derivative proceeding was commenced or maintained
3153      without reasonable cause or for an improper purpose.
3154  Section 40.  Section 617.0747, Florida Statutes, is created
3155      to read:
3156  617.0747  Applicability to foreign corporations.—In any
3157      derivative proceeding in the right of a foreign corporation
3158      brought in the courts of this state, the matters covered by ss.
3159      617.0741-617.0747 are governed by the laws of the jurisdiction
3160      of incorporation of the foreign corporation, except for ss.
3161      617.0743, 617.0745, and 617.0746.
3162  Section 41.  Section 617.0803, Florida Statutes, is amended
3163      to read:
3164  617.0803  Number of directors.—
3165  (1)     A board of directors must consist of one three or more
3166      individuals, as may be with the number specified in or fixed in
3167      accordance with the articles of incorporation or the bylaws, as
3168      may be amended, except that a corporation that is exempt from
3169      federal income taxation under s. 501(c)(3) of the Internal
3170      Revenue Code of 1986, as amended, must have a board of directors
3171      that consists of three or more individuals.
3172  (2)     The number of directors may be increased or decreased
3173      from time to time by amendment to, or in the manner provided in,
3174      the articles of incorporation or the bylaws, but the corporation
3175      must never have fewer than three directors.
  Page 127 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
3176  (3)     Directors shall be elected or appointed in the manner
3177      and for the terms provided in the articles of incorporation or
3178      the bylaws.
3179  Section 42.  Section 617.0804, Florida Statutes, is created
3180      to read:
3181  617.0804  Selection of directors.—
3182  (1)     The directors of a membership corporation, except for
3183      any initial directors named in the articles of incorporation or
3184      elected by the incorporators, shall be elected by the members
3185      entitled to vote at the time at the first annual meeting of
3186      members, and at each annual meeting thereafter. Notwithstanding
3187      this subsection, the articles of incorporation or bylaws may
3188      provide some other time or method of election, or provide that
3189      some or all of the directors are appointed by some other person
3190      or designated in some other manner.
3191  (2)     The directors of a nonmembership corporation, except
3192      for any initial directors named in the articles of incorporation
3193      or elected by the incorporators, shall be elected, appointed, or
3194      designated as provided in the articles of incorporation or
3195      bylaws. If no method of election, appointment, or designation is
3196      set forth in the articles of incorporation or bylaws, such
3197      directors are elected by the board of directors.
3198  (3)     If the articles of incorporation or bylaws divide, or
3199      authorize dividing, the members into classes, the articles of
3200      incorporation or bylaws may also authorize the election of all
  Page 128 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
3201      or a specified number of directors by the holders of one or more
3202      authorized classes of members. A class or multiple classes of
3203      members entitled to elect one or more directors is a separate
3204      voting group for purposes of the election of directors.
3205  Section 43.  Section 617.0805, Florida Statutes, is created
3206      to read:
3207  617.0805  Terms of directors, generally.—
3208  (1)     The articles of incorporation or bylaws may specify
3209      the terms of directors. If a term is not specified in the
3210      articles of incorporation or bylaws, the term of a director is 1
3211      year.
3212  (2)     A decrease in the number of directors or term of
3213      office does not shorten an incumbent director's term.
3214  (3)     Except as provided in the articles of incorporation or
3215      bylaws, the term of a director elected to fill a vacancy expires
3216      at the end of the term that the director is filling.
3217  (4)     Notwithstanding the expiration of a director's term,
3218      the director continues to serve until the director's successor
3219      is elected, appointed, or designated and until the director's
3220      successor takes office unless otherwise provided in the articles
3221      of incorporation or bylaws or there is a decrease in the number
3222      of directors.
3223  Section 44.  Present subsection (3) of section 617.0808,
3224      Florida Statutes, is redesignated as subsection (2) of that
3225      section, and subsection (1) and present subsection (2) of that
  Page 129 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
3226      section are amended, to read:
3227  617.0808  Removal of directors.—
3228  (1)     Subject to subsection (2), A director may be removed
3229      from office pursuant to procedures provided in the articles of
3230      incorporation or the bylaws. Unless the articles of
3231      incorporation or bylaws provide otherwise, a director may be
3232      removed as follows , which shall provide the following, and if
3233      they do not do so, shall be deemed to include the following:
3234  (a)      Any member of the board of directors may be removed
3235      from office with or without cause by:
3236  1.      Except as provided in paragraph (i), a majority of all
3237      votes of the directors, if the director was elected or appointed
3238      by the directors; or
3239  2.      A majority of all votes of the members, if the director
3240      was elected or appointed by the members.
3241  (b)      If a director is elected by a class, chapter, or other
3242      organizational unit, or by region or other geographic grouping,
3243      the director may be removed only by the members of that class,
3244      chapter, unit, or grouping. However:
3245  1.      A director may be removed only if the number of votes
3246      cast to remove the director would be sufficient to elect the
3247      director at a meeting to elect directors, except as provided in
3248      subparagraphs 2. and 3.
3249  2.      If cumulative voting is authorized, a director may not
3250      be removed if the number of votes sufficient to elect the
  Page 130 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
3251      director under cumulative voting is voted against the removal of
3252      the director.
3253  3.      If at the beginning of the term of a director the
3254      articles of incorporation or bylaws provide that the director
3255      may be removed for missing a specified number of board meetings,
3256      the board may remove the director for failing to attend the
3257      specified number of meetings. The director may be removed only
3258      if a majority of the directors then in office vote for the
3259      removal.
3260  (c)      The notice of a meeting to recall a member or members
3261      of the board of directors must shall state the specific
3262      directors sought to be removed.
3263  (d)      A proposed removal of a director at a meeting requires
3264      shall require a separate vote for each director whose removal is
3265      sought. Where removal is sought by written consent, a separate
3266      consent is required for each director to be removed.
3267  (e)      If removal is effected at a meeting, any vacancies
3268      created shall be filled by the members or directors eligible to
3269      vote for the removal.
3270  (f)      Any director who is removed from the board is not
3271      eligible to stand for reelection until the next annual meeting
3272      at which directors are elected.
3273  (g)      Any director removed from office must shall turn over
3274      to the board of directors within 72 hours any and all records of
3275      the corporation in such director's his or her possession.
  Page 131 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
3276  (h)     If a director who is removed does not relinquish such
3277      director's his or her office or turn over records as required
3278      under this section, the circuit court in the county where the
3279      corporation's principal office is located may summarily order
3280      the director to relinquish such director's his or her office and
3281      turn over corporate records upon application of any member.
3282  (i)     A director elected or appointed by the board may be
3283      removed without cause by a vote of two-thirds of the directors
3284      then in office or such greater number as is set forth in the
3285      articles of incorporation or bylaws.
3286  (2)     A director of a corporation described in s. 501(c) of
3287      the Internal Revenue Code may be removed from office pursuant to
3288      procedures provided in the articles of incorporation or the
3289      bylaws, and the corporation may provide in the articles of
3290      incorporation or the bylaws that it is subject to the provisions
3291      of subsection (1).
3292  Section 45.  Present subsection (4) of section 617.0809,
3293      Florida Statutes, is redesignated as subsection (3) of that
3294      section, and subsections (1) and (2) and present subsection (3)
3295      of that section are amended, to read:
3296  617.0809  Board vacancy.—
3297  (1)     Except as otherwise provided in subsection (2) s.
3298      617.0808(1)(f), the articles of incorporation, or the bylaws, if
3299      a any vacancy occurs occurring on the board of directors,
3300      including a vacancy resulting from an increase in the number of
  Page 132 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
3301      directors, the vacancy may be filled by a the affirmative vote
3302      of the majority of the remaining directors in office, even if
3303      though the remaining directors constitute less than a quorum, or
3304      by the sole remaining director or, if the vacancy is not so
3305      filled or if no director remains, by the members or, on the
3306      application of any person, by the circuit court of the county
3307      where the registered office of the corporation is located.
3308  (2)     Except as otherwise provided in the articles of
3309      incorporation or bylaws, Whenever a vacancy in the position of a
3310      director who is: occurs with respect to a director
3311  (a)     Elected by a voting group of members, a class, chapter
3312      or other organizational, unit of members, or a region or other
3313      geographic grouping of members group, the vacancy may be filled
3314      during the first 3 months after the vacancy occurs only by
3315      members of that voting class, chapter, unit, or group, chapter,
3316      unit, region, or grouping, or by a majority of the directors
3317      then in office elected by such voting group, chapter, unit,
3318      region, or grouping class, chapter, unit, or group. If the
3319      vacancy has not been filled within the 3-month period, the
3320      vacancy may be filled by vote of a majority of the directors
3321      remaining in office in accordance with subsection (1);
3322  (b)     Appointed by persons, other than the members, may be
3323      filled only by those persons; or
3324  (c)     Designated in the articles of incorporation or bylaws
3325      may not be filled by action of the board of directors.
  Page 133 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
3326  (3)     The term of a director elected or appointed to fill a
3327      vacancy expires at the next annual meeting at which directors
3328      are elected. Any directorship to be filled by reason of an
3329      increase in the number of directors may be filled by the board
3330      of directors, but only for a term of office continuing until the
3331      next election of directors by the members or, if the corporation
3332      has no members or no members having the right to vote thereon,
3333      for such term of office as is provided in the articles of
3334      incorporation or the bylaws.
3335  Section 46.  Section 617.08091, Florida Statutes, is
3336      created to read:
3337  617.08091  Removal of directors by judicial proceedings.—
3338  (1)     The court of the county where the principal office of
3339      a corporation, or if one is not in this state, its registered
3340      office, is located may remove a director from office in a
3341      proceeding commenced by or in the right of the corporation if
3342      the court finds that:
3343  (a)     The director engaged in fraudulent conduct with
3344      respect to the corporation or its members, grossly abused the
3345      position of director, or intentionally inflicted harm on the
3346      corporation; and
3347  (b)     Considering the director's course of conduct and the
3348      inadequacy of other available remedies, removal is in the best
3349      interest of the corporation.
3350  (2)     Only a member, an officer, or a director may bring an
  Page 134 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
3351      action under this section, and such action must comply with the
3352      requirements of ss. 617.0742-617.0747. An action by a member may
3353      not be brought unless the complaint is filed by a member having,
3354      or is formally joined by members collectively having, no less
3355      than 10 percent of the corporation's voting power.
3356  (3)     In addition to removing the director, the court may
3357      bar the director from being reelected, redesignated, or
3358      reappointed for a period prescribed by the court.
3359  (4)     This section does not limit the equitable powers of
3360      the court to order other relief.
3361  Section 47.  Section 617.0820, Florida Statutes, is amended
3362      to read:
3363  617.0820  Board meetings.—
3364  (1)     The board of directors may hold regular or special
3365      meetings in or out of this state.
3366  (2)     A majority of the directors present, whether or not a
3367      quorum exists, may adjourn any meeting of the board of directors
3368      to another time and place. Unless the bylaws otherwise provide,
3369      notice of any such adjourned meeting shall be given to the
3370      directors who were not present at the time of the adjournment
3371      and, unless the time and place of the adjourned meeting are
3372      announced at the time of the adjournment, to the other
3373      directors.
3374  (3)     Unless the articles of incorporation or the bylaws
3375      provide otherwise, meetings of the board of directors may be
  Page 135 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
3376      called and notice of the meeting delivered by the chair of the
3377      board, the president or a similarly situated officer, or 20
3378      percent of the directors then in office or by the president
3379      unless otherwise provided in the articles of incorporation or
3380      the bylaws.
3381  (4)     Unless the articles of incorporation or the bylaws
3382      provide otherwise, the board of directors may permit any or all
3383      directors to participate in a regular or special meeting by, or
3384      conduct the meeting through the use of, any means of
3385      communication by which all directors participating may
3386      simultaneously hear each other during the meeting. A director
3387      participating in a meeting by this means is deemed to be present
3388      in person at the meeting.
3389  (5)     Unless the articles of incorporation or the bylaws
3390      provide for a longer or shorter period, regular meetings of the
3391      board of directors may be held without notice of the date, time,
3392      place, or purpose of the meeting.
3393  (6)     Unless the articles of incorporation or the bylaws
3394      provide otherwise, a special meeting of the board of directors
3395      must be preceded by at least 2 days' notice of the date, time,
3396      and place of the meeting. The notice need not describe the
3397      purpose of the special meeting unless required by the articles
3398      of incorporation or the bylaws.
3399  Section 48.  Subsections (1) and (2) of section 617.0821,
3400      Florida Statutes, are amended to read:
  Page 136 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
3401  617.0821  Action by directors without a meeting.—
3402  (1)     Unless the articles of incorporation or the bylaws
3403      provide otherwise, action required or permitted by this chapter
3404      act to be taken at a board of directors' meeting or committee
3405      meeting may be taken without a meeting if the action is taken by
3406      all members of the board or of the committee. The action must be
3407      evidenced by one or more written consents describing the action
3408      taken and signed by each director or committee member and
3409      delivered to the corporation.
3410  (2)     Action taken under this section is effective when the
3411      last director signs the consent and delivers the consent to the
3412      corporation, unless the consent specifies a different effective
3413      date. A director's consent may be withdrawn by a revocation
3414      signed by the director and delivered to the corporation before
3415      delivery to the corporation of unrevoked written consents signed
3416      by all the directors.
3417  Section 49.  Section 617.0823, Florida Statutes, is amended
3418      to read:
3419  617.0823  Waiver of notice.—Notice of a meeting of the
3420      board of directors need not be given to any director who signs a
3421      waiver of notice either before or after the meeting. Attendance
3422      of a director at a meeting constitutes shall constitute a waiver
3423      of notice of such meeting and a waiver of any objection and all
3424      objections to the date of the meeting, the place of the meeting,
3425      the time of the meeting, or the manner in which it has been
  Page 137 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
3426      called or convened, except when a director states, at the
3427      beginning of the meeting or promptly upon arrival at the
3428      meeting, any objection to holding the meeting or the transaction
3429      of affairs because the meeting is not lawfully called or
3430      convened and, after such objection, the director does not vote
3431      for or consent to action taken at the meeting.
3432  Section 50.  Section 617.0830, Florida Statutes, is amended
3433      to read:
3434  (Substantial rewording of section. See s. 617.0830,
3435  F.S., for present text.)
3436  617.0830 General standards for directors.—
3437  (1)     Each member of the board of directors, when
3438      discharging duties of a director, including in discharging
3439      duties as a member of a board committee, shall act:
3440  (a)     In good faith; and
3441  (b)     In a manner such director reasonably believes is in
3442      the best interests of the corporation.
3443  (2)     The members of the board of directors or a board
3444      committee, when becoming informed in connection with a
3445      decisionmaking function or devoting attention to an oversight
3446      function, shall discharge their duties with the care that an
3447      ordinary prudent person in a like position would reasonably
3448      believe appropriate under similar circumstances.
3449  (3)     In discharging board or board committee duties, a
3450      director who does not have knowledge that makes reliance
  Page 138 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
3451      unwarranted is entitled to rely on the performance by any of the
3452      persons specified in paragraph (5)(a) or paragraph (5)(b) to
3453      whom the board may have delegated, formally or informally by
3454      course of conduct, the authority or duty to perform one or more
3455      of the board's functions that are delegable under applicable
3456      law.
3457  (4)      In discharging board or board committee duties, a
3458      director who does not have knowledge that makes reliance
3459      unwarranted is entitled to rely on any information, opinions,
3460      reports, or statements, including financial statements and other
3461      financial data, prepared or presented by any of the persons
3462      specified in subsection (5).
3463  (5)      A director is entitled to rely, in accordance with
3464      subsection (3) or subsection (4), on:
3465  (a)      One or more officers or employees of the corporation
3466      whom the director reasonably believes to be reliable and
3467      competent in the functions performed or the information,
3468      opinions, reports, or statements provided;
3469  (b)      Legal counsel, public accountants, or other persons
3470      retained by the corporation or by a committee of the board of
3471      the corporation as to matters involving skills or expertise the
3472      director reasonably believes are matters:
3473  1.      Within the particular person's professional or expert
3474      competence; or
3475  2.      As to which the particular person merits confidence; or
  Page 139 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
3476  (c)     A committee of the board of directors of which the
3477      director is not a member if the director reasonably believes the
3478      committee merits confidence.
3479  (d)     In the case of a corporation engaged in religious
3480      activity, religious authorities and ministers, priests, rabbis,
3481      imams, or other persons whose positions or duties the director
3482      reasonably believes justify reliance and confidence and whom the
3483      director believes to be reliable and competent in the matters
3484      presented.
3485  (6)     A director is not a trustee with respect to the
3486      corporation or with respect to any property held or administered
3487      by the corporation in trust, including property that may be
3488      subject to restrictions imposed by the donor or transferor of
3489      the property.
3490  Section 51.  Section 617.0832, Florida Statutes, is amended
3491      to read:
3492  (Substantial rewording of section.
3493  See s. 617.0832, F.S., for present text.)
3494  617.0832  General standards for directors.—
3495  (1)     As used in this section, the following terms and
3496      definitions apply:
3497  (a)     "Director's conflict of interest transaction" means a
3498      transaction between a corporation and one or more of its
3499      directors, or another entity in which one or more of the
3500      corporation's directors are directly or indirectly a party to
  Page 140 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
3501      the transaction, other than being an indirect party as a result
3502      of being a member of the corporation, and have a direct or
3503      indirect material financial interest or other material interest.
3504  (b)      "Fair to the corporation" means that the transaction,
3505      as a whole, is beneficial to the corporation and its members,
3506      taking into appropriate account whether it is:
3507  1.      Fair in terms of the director's dealings with the
3508      corporation in connection with that transaction; and
3509  2.      Comparable to what might have been obtainable in an
3510      arm's length transaction.
3511  (c)      "Family member" includes any of the following:
3512  1.      The director's spouse.
3513  2.      A child, stepchild, parent, stepparent, grandparent,
3514      sibling, step sibling, or half sibling of the director or the
3515      director's spouse.
3516  (d)      A director has an "indirect material financial
3517      interest" if a director's family member has a material financial
3518      interest in the transaction, other than having an indirect
3519      interest as a member of the corporation, or if the transaction
3520      is with an entity, other than the corporation, which has a
3521      material financial interest in the transaction and controls, or
3522      is controlled by, the director or another person specified in
3523      this section.
3524  (e)      A director is "indirectly" a party to a transaction if
3525      the director has a material financial interest in or is a
  Page 141 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
3526      director, officer, member, manager, or partner of a person,
3527      other than the corporation, who is a party to the transaction.
3528  (f)     "Material financial interest" or "other material
3529      interest" means a financial or other interest in the transaction
3530      that would reasonably be expected to impair the objectivity of a
3531      director's judgment when participating in the action on the
3532      authorization of the transaction.
3533  (2)     If a director's conflict of interest transaction is
3534      fair to the corporation at the time it is authorized, approved,
3535      effectuated, or ratified:
3536  (a)     Such transaction is not void or voidable; and
3537  (b)     The fact that the transaction is a director's conflict
3538      of interest transaction is not grounds for any equitable relief,
3539      an award of damages, or other sanctions, because of that
3540      relationship or interest, because such director or directors are
3541      present at the meeting of the board of directors or a committee
3542      thereof which authorizes, approves, or ratifies such
3543      transaction, or because such directors or their votes are
3544      counted for such purpose.
3545  (3)(a)       In a proceeding challenging the validity of a
3546      director's conflict of interest transaction or in a proceeding
3547      seeking equitable relief, award of damages, or other sanctions
3548      with respect to a director's conflict of interest transaction,
3549      the person challenging the validity or seeking equitable relief,
3550      award of damages, or other sanctions has the burden of proving
  Page 142 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
3551      the lack of fairness of the transaction if:
3552  1.      The material facts of the transaction and the
3553      director's interest in the transaction were disclosed or known
3554      to the board of directors or committee that authorizes,
3555      approves, or ratifies the transaction and the transaction was
3556      authorized, approved, or ratified by a vote of a majority of the
3557      qualified directors, even if the qualified directors constitute
3558      less than a quorum of the board or the committee; however, the
3559      transaction may not be authorized, approved, or ratified under
3560      this subsection solely by a single director; or
3561  2.      The material facts of the transaction and the
3562      director's interest in the transaction were disclosed or known
3563      to the members who voted upon such transaction and the
3564      transaction was authorized, approved, or ratified by a majority
3565      of the votes cast by disinterested members or by the written
3566      consent of disinterested members representing a majority of the
3567      votes that could be cast by all disinterested members. A
3568      membership interest owned by or voted under the control of a
3569      director who has a relationship or interest in the director's
3570      conflict of interest transaction may not be considered a
3571      membership interest owned by a disinterested member and may not
3572      be counted in a vote of members to determine whether to
3573      authorize, approve, or ratify a director's conflict of interest
3574      transaction under this subsection. The vote of those membership
3575      interests, however, is counted in determining whether the
  Page 143 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
3576      transaction is approved under other sections of this chapter. A
3577      majority of the membership interests, whether or not present,
3578      that are entitled to be counted in a vote on the transaction
3579      under this subsection constitutes a quorum for the purpose of
3580      taking action under this section.
3581  (b)     If neither of the conditions provided in paragraph (a)
3582      has been satisfied, the person defending or asserting the
3583      validity of a director's conflict of interest transaction has
3584      the burden of proving its fairness in a proceeding challenging
3585      the validity of the transaction.
3586  (4)     The presence of or a vote cast by a director with an
3587      interest in the transaction does not affect the validity of an
3588      action taken under paragraph (3)(a) if the transaction is
3589      otherwise authorized, approved, or ratified as provided in
3590      subsection (3), but the presence or vote of the director may be
3591      counted for purposes of determining whether the transaction is
3592      approved under this chapter.
3593  (5)     In addition to other grounds for challenge, a party
3594      challenging the validity of the transaction is not precluded
3595      from asserting and proving that a particular director or member
3596      was not disinterested on grounds of financial or other interest
3597      for purposes of the vote on, consent to, or approval of the
3598      transaction.
3599  (6)     If directors' action under this section does not
3600      otherwise satisfy a quorum or voting requirement applicable to
  Page 144 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
3601      the authorization of the transaction by directors as required by
3602      the articles of incorporation, the bylaws, this chapter, or any
3603      other law, an action to satisfy those authorization
3604      requirements, whether as part of the same action or by way of
3605      another action, must be taken by the board of directors or a
3606      committee in order to authorize the transaction. In such action,
3607      the vote or consent of directors who are not disinterested may
3608      be counted.
3609  (7)     If members' action under this section does not satisfy
3610      a quorum or voting requirement applicable to the authorization
3611      of the transaction by members as required by the articles of
3612      incorporation, the bylaws, this chapter, or any other law, an
3613      action to satisfy those authorization requirements, whether as
3614      part of the same action or by way of another action, must be
3615      taken by the members in order to authorize the transaction. In
3616      such action, the vote or consent of members who are not
3617      disinterested members may be counted.
3618  Section 52.  Section 617.0834, Florida Statutes, is
3619      reordered and amended to read:
3620  617.0834  Liability of directors and officers and directors
3621      of certain corporations and associations not for profit;
3622      immunity from civil liability.—
3623  (1)     A director or an officer or director of a nonprofit
3624      organization recognized under s. 501(c)(3) or s. 501(c)(4) or s.
3625      501(c)(6) of the Internal Revenue Code of 1986, as amended, or
  Page 145 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
3626      of an agricultural or a horticultural organization recognized
3627      under s. 501(c)(5), of the Internal Revenue Code of 1986, as
3628      amended, is not personally liable for monetary damages to the
3629      corporation or any person for any statement, vote, decision to
3630      take or not, or failure to take an action, or any failure to
3631      take any action, as a director or an officer regarding
3632      organizational management or policy by an officer or director,
3633      unless:
3634  (a)     The director or officer or director breached or failed
3635      to perform the director's or officer's his or her duties as a
3636      director or an officer or director; and
3637  (b)     The director's or officer's or director's breach of,
3638      or failure to perform, the director's or officer's his or her
3639      duties constitutes any of the following:
3640  1.      A violation of the criminal law, unless the officer or
3641      director or officer had reasonable cause to believe the
3642      director's or officer's his or her conduct was lawful or had no
3643      reasonable cause to believe the director's or officer's his or
3644      her conduct was unlawful. A judgment or other final adjudication
3645      against a director or an officer or director in any criminal
3646      proceeding for violation of the criminal law estops that
3647      director or officer or director from contesting the fact that
3648      the director's or officer's his or her breach, or failure to
3649      perform, constitutes a violation of the criminal law, but does
3650      not estop the director or officer or director from establishing
  Page 146 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
3651      that the director or officer he or she had reasonable cause to
3652      believe that the director's or officer's his or her conduct was
3653      lawful or had no reasonable cause to believe that the director's
3654      or officer's his or her conduct was unlawful;
3655  2.      A transaction from which the director or officer or
3656      director derived an improper personal benefit, directly or
3657      indirectly; or
3658  3.      In a proceeding by or in the right of the corporation
3659      to procure a judgment in its favor or by or in the right of a
3660      member, conscious disregard for the best interest of the
3661      corporation, or willful or intentional misconduct; or
3662  4.      In a proceeding by or in the right of someone other
3663      than the corporation or a member, recklessness or an act or
3664      omission that was committed in bad faith or with malicious
3665      purpose or in a manner exhibiting wanton and willful disregard
3666      of human rights, safety, or property.
3667  (2)     A director or an officer is deemed not to have derived
3668      an improper personal benefit from any transaction if the
3669      transaction and the nature of any personal benefit derived by
3670      the director or officer are not prohibited by state or federal
3671      law or regulation and, without further limitation, the
3672      transaction is fair to the corporation at the time it is
3673      authorized, approved, or ratified as determined in accordance
3674      with s. 617.0832.
3675  (3)      The circumstances set forth in subsection (2) are not
  Page 147 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
3676      exclusive and do not preclude the existence of other
3677      circumstances under which a director or officer will be deemed
3678      not to have derived an improper benefit.
3679  (4)     For the purposes of this section, the term:
3680  (c)(a)       "Recklessness" means the acting, or omission to
3681      act, in conscious disregard of a risk:
3682  1.      Known, or so obvious that it should have been known, to
3683      the director or officer or director; and
3684  2.      Known to the director or officer or director, or so
3685      obvious that it should have been known, to be so great as to
3686      make it highly probable that harm would follow from such action
3687      or omission.
3688  (a)(b)       "Director" means a person who serves as a director,
3689      trustee, or member of the governing board of an organization.
3690  (b)(c)       "Officer" means a person who serves as an officer
3691      without compensation except reimbursement for actual expenses
3692      incurred or to be incurred.
3693  Section 53.  Subsection (4) of section 617.0835, Florida
3694      Statutes, is amended to read:
3695  617.0835  Prohibited activities by private foundations.—
3696  (4)     The provisions of Subsections (2) and (3) do not apply
3697      to any corporation that was incorporated before January 1, 1970,
3698      and that has been properly relieved from the requirements of 26
3699      U.S.C. s. 508(e)(1) by a timely judicial proceeding to the
3700      extent that a court of competent jurisdiction determines that
  Page 148 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
3701      such application would be contrary to the terms of the articles
3702      of incorporation or organization or other instrument governing
3703      such corporation or governing the administration of charitable
3704      funds held by it and that the same may not properly be changed
3705      to conform to such subsections.
3706  Section 54.  Section 617.0844, Florida Statutes, is created
3707      to read:
3708  617.0844  Standards of conduct for officers.—
3709  (1)     An officer, when discharging his or her duties, shall
3710      act:
3711  (a)     In good faith; and
3712  (b)     In a manner such officer reasonably believes to be in
3713      the best interests of the corporation.
3714  (2)     An officer, when becoming informed in connection with
3715      a decisionmaking function or devoting attention to an oversight
3716      function, shall discharge his or her duties with the care that
3717      an ordinary prudent person in a like position would reasonably
3718      believe appropriate under similar circumstances.
3719  (3)     In discharging his or her duties, an officer who does
3720      not have knowledge that makes reliance unwarranted is entitled
3721      to rely on the performance by any of the persons specified in
3722      paragraph (5)(a) or paragraph (5)(b) to whom the board may have
3723      delegated, formally or informally by course of conduct, the
3724      authority or duty to perform one or more of the board's
3725      functions that are delegable under applicable law.
  Page 149 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
3726  (4)      In discharging his or her duties, an officer who does
3727      not have knowledge that makes reliance unwarranted is entitled
3728      to rely on any information, opinions, reports, or statements,
3729      including financial statements and other financial data,
3730      prepared or presented by any of the persons specified in
3731      subsection (5).
3732  (5)      An officer is entitled to rely, in accordance with
3733      subsection (3) or subsection (4), on:
3734  (a)      One or more officers or employees of the corporation
3735      whom the officer reasonably believes to be reliable and
3736      competent in the functions performed or the information,
3737      opinions, reports, or statements provided;
3738  (b)      Legal counsel, public accountants, or other persons
3739      retained by the corporation or by a committee of the board of
3740      the corporation as to matters involving skills or expertise the
3741      officer reasonably believes are matters:
3742  1.      Within the particular person's professional or expert
3743      competence; or
3744  2.      As to which the particular person merits confidence; or
3745  (c)      A committee of the board of directors of which the
3746      officer is not a member if the officer reasonably believes the
3747      committee merits confidence.
3748  (d)      In the case of a corporation engaged in religious
3749      activity, religious authorities and ministers, priests, rabbis,
3750      imams, or other persons whose positions or duties the officer
  Page 150 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
3751      reasonably believes justify reliance and confidence and whom the
3752      officer believes to be reliable and competent in the matters
3753      presented.
3754  (6)     The duty of an officer includes the obligation to:
3755  (a)     Inform the superior officer to whom, or the board of
3756      directors or the committee to which, the officer reports of
3757      information about the affairs of the corporation known to the
3758      officer, within the scope of the officer's functions, and known
3759      or as should be known to the officer to be material to such
3760      superior officer, board, or committee; and
3761  (b)     Inform such officer's superior officer, or another
3762      appropriate person within the corporation, or the board of
3763      directors, or a committee thereof, of any actual or probable
3764      material violation of law involving the corporation or material
3765      breach of duty to the corporation by an officer, employee, or
3766      agent of the corporation the officer believes has occurred or is
3767      likely to occur.
3768  (7)     An officer is not a trustee with respect to the
3769      corporation or to any property held or administered by the
3770      corporation in trust, including property that may be subject to
3771      restrictions imposed by the donor.
3772  Section 55.  Subsection (1) of section 617.1001, Florida
3773      Statutes, is amended to read:
3774  617.1001  Authority to amend the articles of
3775      incorporation.—
  Page 151 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
3776  (1)     A corporation may amend its articles of incorporation
3777      at any time to add or change a provision that is required or
3778      permitted in the articles of incorporation or to delete a
3779      provision not required to be contained in the articles of
3780      incorporation. Whether a provision is required or permitted in
3781      the articles of incorporation is determined as of the effective
3782      date of the amendment as provided in this act.
3783  Section 56.  Present paragraph (b) of subsection (1) and
3784      present subsections (2) and (3) of section 617.1002, Florida
3785      Statutes, are redesignated as subsections (2), (4), and (5),
3786      respectively, a new subsection (3) is added to that section, and
3787      present subsection (1) of that section is amended, to read:
3788  617.1002  Procedure for amending articles of
3789      incorporation.—
3790  (1)     Unless the articles of incorporation provide otherwise
3791      an alternative procedure, amendments to the articles of
3792      incorporation shall must be adopted made in the following
3793      manner:
3794  (a)     If there are members entitled to vote on a proposed
3795      amendment to the articles of incorporation, the proposed
3796      amendment shall first be adopted by the board of directors. must
3797      adopt a resolution setting forth the proposed amendment and
3798      directing that it be submitted to a vote at a meeting of members
3799      entitled to vote on the proposed amendment, which may be either
3800      an annual or a special meeting. Written notice setting forth the
  Page 152 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
3801      proposed amendment or a summary of the changes to be effected by
3802      the amendment must be given to each member entitled to vote at
3803      such meeting in accordance with the articles of incorporation or
3804      the bylaws. The proposed amendment shall be adopted upon
3805      receiving at least a majority, or any larger or smaller
3806      percentage specified in the articles of incorporation or the
3807      bylaws, of the votes which members present at such meeting or
3808      represented by proxy are entitled to cast; or
3809  (b)     Except as provided in subsection (3) or, with respect
3810      to restatements that do not require member approval, or s.
3811      617.1007, the members shall approve the amendment.
3812  (c)     In submitting the proposed amendment to the members
3813      for approval, the board of directors shall recommend that the
3814      members approve the amendment unless the board of directors
3815      determines that, because of a conflict of interest or other
3816      special circumstances, it should not make such a recommendation,
3817      in which case the board must inform the members of the basis for
3818      proceeding without such recommendation.
3819  (d)     The board of directors may set conditions for the
3820      approval of the amendment by the members or the effectiveness of
3821      the amendment.
3822  (e)     If the amendment is required to be approved by the
3823      members, and the approval is to be given at a meeting, the
3824      corporation must notify each member entitled to vote on the
3825      amendment of the meeting of members at which the amendment is to
  Page 153 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
3826      be submitted for approval. The notice must state that the
3827      purpose, or one of the purposes, of the meeting is to consider
3828      the amendment, and must contain or be accompanied by a copy of
3829      the amendment.
3830  (f)     Unless this chapter, the articles of incorporation, or
3831      the board of directors, acting pursuant to paragraph (d),
3832      requires a greater vote or a greater quorum, the approval of the
3833      amendment requires the approval of the members at a meeting at
3834      which the current required quorum exists.
3835  (2)(b)       If there are no members or if members are not
3836      entitled to vote on proposed amendments to the articles of
3837      incorporation, unless the articles of incorporation provide
3838      otherwise, an amendment may be adopted at a meeting of the board
3839      of directors by a majority vote of the directors then in office,
3840      or by the incorporators if no board has been elected. Unless the
3841      articles of incorporation provide otherwise, an amendment
3842      adopted by the board of directors under this subsection must
3843      also be approved, if the amendment changes or deletes a
3844      provision regarding the appointment of a director by persons
3845      other than the board, by those persons as if they constituted a
3846      voting group.
3847  (3)     Unless the articles of incorporation provide
3848      otherwise, the board of directors of a corporation with members
3849      entitled to vote on proposed amendments may adopt amendments to
3850      the corporation's articles of incorporation without approval of
  Page 154 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
3851      the members to:
3852  (a)     Extend the duration of the corporation if it was
3853      incorporated at a time when limited duration was required by
3854      law;
3855  (b)     Delete the names and addresses of the initial
3856      directors;
3857  (c)     Delete the name and address of the initial registered
3858      agent or registered office, if a statement of change is on file
3859      with the department;
3860  (d)     Delete any other information contained in the articles
3861      of incorporation which is solely of historical interest;
3862  (e)     Change the corporate name by substituting the word
3863      "corporation," "incorporated," or the abbreviation "Corp.," or
3864      "Inc.," for a similar word or abbreviation in the name, or by
3865      adding, deleting, or changing a geographical attribution for the
3866      name; or
3867  (f)     Restate without change all of the then operative
3868      provisions of the articles of incorporation as provided in s.
3869      617.1007.
3870  Section 57.  Section 617.1006, Florida Statutes, is amended
3871      to read:
3872  617.1006  Contents of articles of amendment.—
3873  (1)     After an amendment to the articles of incorporation
3874      has been adopted and approved as required by this chapter, the
3875      corporation shall deliver to the department for filing articles
  Page 155 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
3876      of amendment which must be signed in accordance with The
3877      articles of amendment must be executed by the corporation as
3878      provided in s. 617.01201 and must set forth:
3879  (a)(1)       The name of the corporation;
3880  (b)(2)       The text of each amendment adopted or the
3881      information required by s. 617.01201(10), if applicable;
3882  (c)      If the amendment provides for an exchange, a
3883      reclassification, or a cancellation of memberships, provisions
3884      for implementing the amendment if not contained in the amendment
3885      itself, which may be made dependent upon facts objectively
3886      ascertainable outside the articles of amendment in accordance
3887      with s. 617.01201(10);
3888  (d)      The date of each amendment's adoption; and
3889  (e)      If the amendment:
3890  1.      Was adopted by the incorporators or the board of
3891      directors without member approval, a statement that the
3892      amendment was adopted by the incorporators or by the board of
3893      directors and that member approval was not required;
3894  2.      Required approval by the members, a statement that the
3895      amendment was duly approved by the members in the manner
3896      required by this chapter and by the articles of incorporation
3897      and bylaws; or
3898  3.      Is being filed pursuant to s. 617.01201(10), a
3899      statement to that effect.
3900  (2)      Articles of amendment take effect on the effective
  Page 156 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
3901      date determined pursuant to s. 617.0123.
3902  (3)     If there are members entitled to vote on a proposed
3903      amendment, the date of the adoption of the amendment by the
3904      members and a statement that the number of votes cast for the
3905      amendment was sufficient for approval; and
3906  (4)     If there are no members or if members are not entitled
3907      to vote on a proposed amendment, a statement of such fact and
3908      the date of the adoption of the amendment by the board of
3909      directors.
3910  Section 58.  Section 617.1101, Florida Statutes, is amended
3911      to read:
3912  (Substantial rewording of section.
3913  See s. 617.1101, F.S., for present text.)
3914  617.1101  Plan of merger.—
3915  (1)     By complying with this chapter, including adopting a
3916      plan of merger in accordance with subsection (3) and complying
3917      with s. 617.1103:
3918  (a)     Subject to and except as otherwise provided in s.
3919      617.1102, one or more domestic corporations may merge with one
3920      or more domestic or foreign eligible entities pursuant to a plan
3921      of merger, resulting in a survivor; and
3922  (b)     Any two or more eligible entities may merge, resulting
3923      in a surviving entity that is a domestic corporation created in
3924      the merger.
3925  (2)     Subject to and except as otherwise provided in s.
  Page 157 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
3926      617.1102, a domestic eligible entity that is not a corporation
3927      may be a party to a merger with a domestic corporation, or may
3928      be created as the survivor in a merger in which a domestic
3929      corporation is a party, but only if the parties to the merger
3930      comply with this chapter and the merger is permitted by the
3931      organic law of the domestic eligible entity that is not a
3932      corporation. A foreign eligible entity may be a party to a
3933      merger with a domestic corporation or, subject to and as
3934      otherwise provided in s. 617.1102, may be created as the
3935      survivor in a merger in which a domestic corporation is a party,
3936      but only if the parties to the merger comply with this chapter
3937      and the merger is permitted by the organic law of the foreign
3938      eligible entity.
3939  (3)      The plan of merger must set forth:
3940  (a)      As to each party to the merger, its name, jurisdiction
3941      of formation, and type of entity;
3942  (b)      The survivor's name, jurisdiction of formation, and
3943      type of entity, and, if the survivor is to be created in the
3944      merger, a statement to that effect;
3945  (c)      The terms and conditions of the merger, including:
3946  1.      A statement that the interests in such entity are to be
3947      canceled; or
3948  2.      The manner of converting the interests in such entity
3949      into interests, securities, obligations, money, other property,
3950      rights to acquire interests or securities, or any combination of
  Page 158 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
3951      the foregoing;
3952  (d)     The articles of incorporation of any domestic or
3953      foreign corporation, or the public organic record of any other
3954      domestic or foreign eligible entity to be created by the merger,
3955      or if a new domestic or foreign corporation or other eligible
3956      entity is not to be created by the merger, any amendment to, or
3957      restatement of, the survivor's articles of incorporation or
3958      other public organic record;
3959  (e)     The effective date and time of the merger, which may
3960      be on or after the filing date of filing the articles of merger;
3961      and
3962  (f)     Any other provision required by the laws under which
3963      any party to the merger is organized or by which it is governed,
3964      or by the articles of incorporation or organic rules of any such
3965      party.
3966  (4)     In addition to the requirements of subsection (3), a
3967      plan of merger may contain any other provision that is not
3968      prohibited by law.
3969  (5)     Terms of a plan of merger may be made dependent upon
3970      facts objectively ascertainable outside the plan in accordance
3971      with s. 617.01201(10).
3972  (6)     A plan of merger may be amended only with the consent
3973      of each party to the merger, except as provided in the plan. A
3974      domestic party to a merger may approve an amendment to a plan:
3975  (a)     In the same manner as the plan was approved, if the
  Page 159 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O    R   I   D   A    H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
3976      plan does not provide for the manner in which it may be amended;
3977      or
3978  (b)      In the manner provided in the plan, except that an
3979      interest holder that was entitled to vote on or consent to the
3980      approval of the plan is entitled to vote on or consent to any
3981      amendment to the plan which will change:
3982  1.      The amount or kind of interests, securities,
3983      obligations, money, other property, rights to acquire interests
3984      or securities, or any combination of the foregoing, to be
3985      received under the plan by the interest holders of any party to
3986      the merger;
3987  2.      The articles of incorporation of any domestic
3988      corporation, or the organic rules of any other type of entity,
3989      that will be the survivor of the merger, except for changes
3990      permitted by s. 617.1002(3) or by comparable provisions of the
3991      organic law of any other type of entity; or
3992  3.      Any of the other terms or conditions of the plan if the
3993      change would adversely affect the interest holder in any
3994      material respect.
3995  Section 59.  Section 617.1102, Florida Statutes, is amended
3996      to read:
3997  617.1102  Limitation on merger.—A domestic corporation that
3998      holds property for a charitable purpose not for profit organized
3999      under this chapter may merge with one or more other eligible
4000      entities, as identified in s. 607.1101(1), only if the surviving
  Page 160 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
4001      entity of such merger is a domestic or foreign corporation not
4002      for profit or other eligible entity that has been organized as a
4003      nonprofit not-for-profit entity under a governing statute or
4004      other applicable law that allows such a merger.
4005  Section 60.  Section 617.1103, Florida Statutes, is amended
4006      to read:
4007  (Substantial rewording of section.
4008  See s. 617.1103, F.S., for present text.)
4009  617.1103  Approval of plan of merger; abandonment of plan
4010      thereafter.—
4011  (1)     In the case of a domestic corporation that is a party
4012      to a merger, the plan of merger shall be adopted in the
4013      following manner if there are members of the domestic
4014      corporation entitled to vote on the merger:
4015  (a)     The plan of merger shall first be adopted by the board
4016      of directors of such domestic corporation.
4017  (b)     Except as provided in paragraph (h), and in s.
4018      617.1104, the members entitled to vote shall vote to adopt the
4019      plan of merger.
4020  (c)     In submitting the plan of merger to the members for
4021      approval, the board of directors shall recommend that the
4022      members approve the plan, unless the board of directors makes a
4023      determination that because of conflicts of interest or other
4024      special circumstances it should not make such a recommendation,
4025      in which case the board shall inform the members of the basis
  Page 161 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
4026      for proceeding without such recommendation.
4027  (d)     The board of directors may set conditions for the
4028      approval of the proposed merger by the members or the
4029      effectiveness of the plan of merger.
4030  (e)     If the approval by members is to be given at a
4031      meeting, the corporation shall notify each member entitled to
4032      vote of the meeting of members at which the plan is submitted
4033      for approval in accordance with this chapter and the articles of
4034      incorporation and bylaws of the corporation. The notice must
4035      also state that the purpose, or one of the purposes, of the
4036      meeting is to consider the plan of merger, regardless of whether
4037      the meeting is an annual or a special meeting, and contain or be
4038      accompanied by a copy of the plan. If the corporation is not to
4039      be the surviving entity, the notice must also include or be
4040      accompanied by a copy of the articles of incorporation and
4041      bylaws or the organic rules of the surviving entity.
4042  (f)     Unless this chapter, the articles of incorporation, or
4043      the board of directors, acting pursuant to paragraph (d),
4044      requires a greater vote or a greater quorum in the respective
4045      case, approval of the plan of merger shall require the approval
4046      of the members at a meeting at which the current required quorum
4047      exists by a majority of the votes entitled to be cast on the
4048      plan and, if any class of members is entitled to vote as a
4049      separate voting group on the plan of merger, the approval of
4050      each such separate voting group at a meeting at which a quorum
  Page 162 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
4051      of the voting group is present by a majority of the votes
4052      entitled to be cast on the merger by that voting group.
4053  (g)      Subject to paragraph (h), unless otherwise provided in
4054      the articles of incorporation, separate voting on a plan of
4055      merger is required for each class of members that is to be
4056      converted under the plan of merger into securities, interests,
4057      or obligations; rights to acquire securities or other interests;
4058      or cash, other property, or any combination thereof.
4059  (h)      The articles of incorporation may expressly limit or
4060      eliminate the separate voting rights as to any class of members.
4061  (2)      If a domestic corporation that is a party to a merger
4062      has no members or if its members are not entitled to vote on a
4063      plan of merger, such plan may be adopted at a meeting of its
4064      board of directors by a majority vote of the directors then in
4065      office.
4066  (3)(a)       After a plan of merger has been approved and before
4067      articles of merger are effective, the plan may be abandoned as
4068      provided in the plan. Unless prohibited by the plan, the plan
4069      may be abandoned by the board of directors in the same manner as
4070      the plan was approved by:
4071  1.      A domestic corporation; or
4072  2.      A merging domestic eligible entity if the organic law
4073      of the entity does not provide for amendment of a plan of
4074      merger.
4075  (b)      If a merger is abandoned under paragraph (a) after
  Page 163 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
4076      articles of merger have been delivered to the department for
4077      filing but before the articles of merger have become effective,
4078      a statement of abandonment signed by all the parties that signed
4079      the articles of merger shall be delivered to the department for
4080      filing before the articles of merger become effective. The
4081      statement takes effect on filing, whereupon the merger is deemed
4082      abandoned and does not become effective. The statement of
4083      abandonment must contain:
4084  1.      The name of each party to the merger;
4085  2.      The date on which the articles of merger were filed by
4086      the department; and
4087  3.      A statement that the merger has been abandoned in
4088      accordance with this section.
4089  Section 61.  Section 617.1104, Florida Statutes, is created
4090      to read:
4091  617.1104  Short-form merger between parent and subsidiary
4092      or between subsidiaries.—
4093  (1)(a)       A domestic or foreign parent eligible entity that
4094      holds a membership in a domestic corporation that carries at
4095      least 80 percent of the voting power of each class of membership
4096      of the domestic corporation which has voting power may:
4097  1.      Merge the subsidiary into itself, or into another
4098      domestic or foreign eligible entity in which the parent eligible
4099      entity owns at least 80 percent of the voting power of each
4100      class and series of the outstanding interests that have voting
  Page 164 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
4101      power; or
4102  2.      Merge itself into the subsidiary.
4103  (b)      Mergers under subparagraphs (a)1. and 2. do not
4104      require the approval of the board of directors or members of the
4105      subsidiary unless the articles of incorporation or organic rules
4106      of the parent eligible entity or the articles of incorporation
4107      of the subsidiary entity otherwise provide. The articles of
4108      merger relating to a merger under this section do not need to be
4109      signed by the subsidiary entity.
4110  (2)      The parent eligible entity shall, within 10 days after
4111      the effective date of a merger approved under subsection (1),
4112      notify each of the subsidiary entity's members that the merger
4113      has become effective.
4114  (3)      Except as provided for in subsections (1) and (2), a
4115      merger between a parent eligible entity and a domestic
4116      subsidiary corporation is governed by ss. 617.1101-617.1107,
4117      which are applicable to mergers generally.
4118  Section 62.  Section 617.1105, Florida Statutes, is amended
4119      to read:
4120  (Substantial rewording of section.
4121  See s. 617.1105, F.S., for present text.)
4122  617.1105  Articles of merger.—
4123  (1)      After a plan of merger has been adopted and approved
4124      as required by this chapter or, if the merger is being effected
4125      pursuant to s. 617.1101(1)(b), the merger has been approved as
  Page 165 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
4126      required by the organic law governing the parties to the merger,
4127      the articles of merger must be signed by each party to the
4128      merger, except as provided in s. 617.1104. The articles of
4129      merger must set forth:
4130  (a)      The name, jurisdiction of formation, and type of
4131      entity of each party to the merger;
4132  (b)      If not already identified as the survivor pursuant to
4133      paragraph (a), the name, jurisdiction of formation, and type of
4134      entity of the survivor;
4135  (c)      If the articles of incorporation of the survivor are
4136      being amended, or if a new domestic corporation is being created
4137      as a result of the merger:
4138  1.      The amendments to the survivor's articles of
4139      incorporation; or
4140  2.      The articles of incorporation of the new corporation;
4141  (d)      If the plan of merger required approval by the members
4142      of a domestic corporation that is a party to the merger, a
4143      statement that the plan was duly approved by the members and, if
4144      voting by any separate voting group was required, by each such
4145      separate voting group, in the manner required by this chapter
4146      and the articles of incorporation of such domestic corporation;
4147  (e)      If the plan of merger did not require approval by the
4148      members of a domestic corporation that is a party to the merger,
4149      a statement to that effect;
4150  (f)      As to each foreign corporation that is a party to the
  Page 166 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
4151      merger, a statement that the participation of the foreign
4152      corporation was duly authorized in accordance with such
4153      corporation's organic law;
4154  (g)     As to each domestic or foreign eligible entity that is
4155      a party to the merger and that is not a domestic or foreign
4156      corporation, a statement that the participation of the eligible
4157      entity in the merger was duly authorized in accordance with such
4158      eligible entity's organic law; and
4159  (h)     If the survivor is not a domestic or foreign
4160      corporation or other eligible entity that has been organized as
4161      a nonprofit entity under a governing statute or other applicable
4162      law that allows such a merger, as to each domestic corporation
4163      that is a party to the merger, a statement that it does not hold
4164      any property for a charitable purpose.
4165  (2)     In addition to the requirements of subsection (1),
4166      articles of merger may contain any other provision not
4167      prohibited by law.
4168  (3)     The articles of merger shall be delivered to the
4169      department for filing, and, subject to subsection (4), the
4170      merger must take effect on the effective date determined in
4171      accordance with s. 617.0123.
4172  (4)     With respect to a merger in which one or more foreign
4173      entities is a party or a foreign corporation created by the
4174      merger is the survivor, the merger itself becomes effective at
4175      the later of:
  Page 167 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
4176  (a)     When all documents required to be filed in all foreign
4177      jurisdictions to effect the merger have become effective; or
4178  (b)     When the articles of merger take effect.
4179  (5)     Articles of merger required to be filed under this
4180      section may be combined with any filing required under the
4181      organic law governing any other domestic eligible entity
4182      involved in the transaction if the combined filing satisfies the
4183      requirements of both this section and the other organic law.
4184  Section 63.  Section 617.1106, Florida Statutes, is amended
4185      to read:
4186  (Substantial rewording of section.
4187  See s. 617.1106, F.S., for present text.)
4188  617.1106  Effect of merger.—
4189  (1)     When a merger becomes effective:
4190  (a)     The domestic or foreign eligible entity that is
4191      designated in the plan of merger as the survivor continues or
4192      comes into existence, as the case may be;
4193  (b)     The separate existence of every merging entity, other
4194      than the survivor, ceases;
4195  (c)     All property owned by, and every contract right and
4196      other right possessed by, each merging entity vests in the
4197      survivor, without transfer, reversion, or impairment;
4198  (d)     All debts, obligations, and other liabilities of each
4199      merging entity become debts, obligations, and liabilities of the
4200      survivor;
  Page 168 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
4201  (e)     The name of the survivor may be, but need not be,
4202      substituted in any pending proceeding for the name of any party
4203      to the merger whose separate existence ceased in the merger;
4204  (f)     Neither the rights of creditors nor any liens upon the
4205      property of any corporation party to the merger are impaired by
4206      such merger;
4207  (g)     If the survivor is a domestic eligible entity, the
4208      articles of incorporation and bylaws or the organic rules of the
4209      survivor are amended to the extent provided in the plan of
4210      merger;
4211  (h)     The articles of incorporation and bylaws or the
4212      organic rules of a survivor that is a domestic eligible entity
4213      and is created by the merger become effective;
4214  (i)     The interests of each merging entity which are to be
4215      canceled or converted in the merger are canceled or converted,
4216      and the interest holders of those interests are entitled only to
4217      the rights provided to them under the plan of merger and to any
4218      appraisal rights they have under the merging entity's organic
4219      law;
4220  (j)     Except as provided by law or the plan of merger, all
4221      the rights, privileges, franchises, and immunities of each
4222      eligible entity that is a party to the merger, other than the
4223      survivor, become the rights, privileges, franchises, and
4224      immunities of the survivor; and
4225  (k)     If the survivor exists before the merger:
  Page 169 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
4226  1.      All the property and contract and other rights of the
4227      survivor remain its property and contract and other rights
4228      without transfer, reversion, or impairment;
4229  2.      The survivor remains subject to all of its debts,
4230      obligations, and other liabilities; and
4231  3.      Except as provided by law or the plan of merger, the
4232      survivor continues to hold all of its rights, privileges,
4233      franchises, and immunities.
4234  (2)      Except as provided in the organic law governing a
4235      party to a merger or in its articles of incorporation or organic
4236      rules, the merger does not give rise to any rights that any
4237      interest holder or third party would have upon a dissolution,
4238      liquidation, or winding up of that party. The merger does not
4239      require a party to the merger to wind up its affairs and does
4240      not constitute or cause its dissolution or termination.
4241  (3)      Property held in trust or otherwise dedicated to a
4242      charitable purpose and held by a domestic or foreign eligible
4243      entity immediately before a merger becomes effective may not, as
4244      a result of the merger, be diverted from the purposes for which
4245      it was donated, granted, devised, or otherwise transferred
4246      except pursuant to the laws of this state addressing cy pres or
4247      dealing with nondiversion of charitable assets.
4248  (4)      Any bequest, devise, gift, grant, or promise contained
4249      in a will or other instrument of donation, subscription, or
4250      conveyance which is made to an eligible entity that is a party
  Page 170 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
4251      to a merger that is not the survivor and which takes effect or
4252      remains payable after the merger inures to the survivor.
4253  (5)     A trust obligation that would govern property if the
4254      property is directed to be transferred to a nonsurviving
4255      eligible entity applies to property that is to be transferred
4256      instead to the survivor after a merger becomes effective.
4257  Section 64.  Section 617.1107, Florida Statutes, is amended
4258      to read:
4259  617.1107  Merger of domestic and foreign corporations.—
4260  (1)     One or more foreign corporations and one or more
4261      domestic corporations may be merged into a corporation of this
4262      state or of another jurisdiction if such merger is permitted by
4263      the laws of the jurisdiction under which each such foreign
4264      corporation is organized and if:
4265  (a)     Each foreign corporation complies with the applicable
4266      laws of the jurisdiction under which it is organized; and
4267  (b)     Each domestic corporation complies with the provisions
4268      of this act relating to the merger of domestic corporations.
4269  (2)     Following a merger in accordance with s. 617.1101, if
4270      the surviving eligible entity is a foreign eligible entity
4271      corporation is to be governed by the laws of any jurisdiction
4272      other than this state, it must comply with the provisions of
4273      this chapter act with respect to foreign corporations if it is
4274      to conduct its affairs in this state, and in every case it will
4275      be deemed to have filed with the department of State:
  Page 171 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
4276  (a)     An agreement that it may be served with process in
4277      this state in any proceeding for the enforcement of any
4278      obligation of any domestic corporation which is a party to such
4279      merger; and
4280  (b)     An irrevocable appointment of the department of State
4281      of this state as its agent to accept service of process in any
4282      such proceeding.
4283  (2)(3)       Following a merger in accordance with s. 617.1101,
4284      if the surviving eligible entity is a corporation is to be
4285      governed by the laws of this state, the effect of such merger is
4286      the same as in the case of the merger of domestic corporations.
4287      If the surviving eligible entity corporation is to be governed
4288      by the laws of any jurisdiction other than this state, the
4289      effect of such merger is governed by the laws of such other
4290      jurisdiction.
4291  (4)     At any time prior to the filing of the articles of
4292      merger by the Department of State, the merger may be abandoned
4293      pursuant to provisions therefor, if any, set forth in the plan
4294      of merger.
4295  Section 65.  Section 617.1202, Florida Statutes, is amended
4296      to read:
4297  617.1202  Sale, lease, exchange, or other disposition of
4298      corporate property and assets requiring member approval.—A sale,
4299      lease, exchange, or other disposition of all or substantially
4300      all of the property and assets of a corporation, in all cases
  Page 172 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
4301      other than those not requiring member approval as specified in
4302      s. 617.1201, may be made upon such terms and conditions and for
4303      such consideration, which may consist in whole or in part of
4304      money or property, real or personal, including shares, bonds, or
4305      other securities of any corporation or corporations for profit,
4306      domestic or foreign, and must be authorized in the following
4307      manner:
4308  (1)     If a the corporation has members entitled to vote, the
4309      corporation may sell, lease, exchange, or otherwise dispose of
4310      all, or substantially all, of its property, with or without good
4311      will, on the terms and conditions and for the consideration
4312      determined by the corporation's board of directors, but only if
4313      the board of directors proposes and its members approve the
4314      proposed transaction in the following manner: on the sale,
4315      lease, exchange, or other disposition of corporate property, the
4316      board of directors must adopt a resolution approving such sale,
4317      lease, exchange, or other disposition, and directing that it be
4318      submitted to a vote at a meeting of members entitled to vote
4319      thereon, which may be either an annual or special meeting.
4320      Written notice stating that the purpose, or one of the purposes,
4321      of such meeting is to consider the sale, lease, exchange, or
4322      other disposition of all or substantially all of the property
4323      and assets of the corporation must be given to each member
4324      entitled to vote at such meeting in accordance with the articles
4325      of incorporation or the bylaws. At such meeting, the members may
  Page 173 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
4326      authorize such sale, lease, exchange, or other disposition and
4327      may approve or fix, or may authorize the board of directors to
4328      fix, any or all of the terms and conditions thereof and the
4329      consideration to be received by the corporation therefor. Such
4330      authorization requires at least a majority of the votes which
4331      members present at such meeting or represented by proxy are
4332      entitled to cast. After such authorization by a vote of members,
4333      the board of directors may, in its discretion, abandon such
4334      sale, lease, exchange, or other disposition of assets, subject
4335      to the rights of third parties under any contracts relating to
4336      such sale, lease, exchange, or other disposition, without
4337      further action or approval by members.
4338  (a)     The board of directors shall first adopt a resolution
4339      approving the disposition, and thereafter, the disposition must
4340      also be approved by the corporation's members having voting
4341      rights thereon.
4342  (b)     In submitting the disposition to the members who have
4343      voting rights for approval, the board of directors shall
4344      recommend the proposed transaction to the members of record
4345      unless the board of directors makes a determination that because
4346      of a conflict of interest or other special circumstances it
4347      should not make such a recommendation, in which event the board
4348      of directors shall inform the members of the basis for its so
4349      proceeding without such recommendation.
4350  (c)     The board of directors may set conditions for approval
  Page 174 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
4351      of the disposition or the effectiveness of the disposition.
4352  (d)     If the disposition is required to be approved by the
4353      members under this subsection and if the approval is to be given
4354      at the meeting, the corporation must notify each member entitled
4355      to vote of the meeting of members at which the disposition is to
4356      be submitted for approval. The notice must state that the
4357      purpose, or one of the purposes, of the meeting is to consider
4358      the disposition and must contain a description of the
4359      disposition and the consideration to be received by the
4360      corporation.
4361  (e)     Unless this chapter, the articles of incorporation, or
4362      the board of directors acting pursuant to paragraph (c) requires
4363      a greater vote or a greater quorum, the approval of the
4364      disposition shall require the approval of the members entitled
4365      to vote at a meeting at which the current required quorum exists
4366      consisting of a majority of all the votes entitled to be cast on
4367      the disposition.
4368  (2)     After a disposition has been approved by the members
4369      under this section, and at any time before the disposition has
4370      been consummated, it may be abandoned by the corporation without
4371      action by the members, subject to any contractual rights of
4372      other parties to the disposition.
4373  (3)     A disposition of assets in the course of dissolution
4374      is governed by ss. 617.1401-617.1440 and not by this section.
4375  (4)     If the corporation has no members or if its members
  Page 175 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
4376      are not entitled to vote thereon, a sale, lease, exchange, or
4377      other disposition of all or substantially all the property and
4378      assets of a corporation may be authorized by a majority vote of
4379      the directors then in office.
4380  Section 66.  Subsection (2) of section 617.1401, Florida
4381      Statutes, is amended, and subsection (3) of that section is
4382      reenacted, to read:
4383  617.1401  Voluntary dissolution of corporation prior to
4384      conducting its affairs.—
4385  (2)     Articles of dissolution must be executed in accordance
4386      with s. 617.01201 and must set forth:
4387  (a)     The name of the corporation;
4388  (b)     The date of filing of its articles of incorporation;
4389  (c)     That the corporation has not commenced to conduct its
4390      affairs;
4391  (d)     That no debts of the corporation remain unpaid; and
4392  (e)     That any net assets of the corporation remaining after
4393      winding up have been distributed in accordance with s. 617.1406;
4394      and
4395  (f)     That the incorporator or a majority of the
4396      incorporators or a majority of the directors, as the case may
4397      be, authorized the dissolution.
4398  (3)     The articles of dissolution must be filed and shall
4399      become effective in accordance with s. 617.1403, may be revoked
4400      in accordance with s. 617.1404, and shall have the effect
  Page 176 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
4401      prescribed in s. 617.1405.
4402  Section 67.  Section 617.1402, Florida Statutes, is amended
4403      to read:
4404  617.1402  Dissolution of corporation subsequent to
4405      conducting its affairs.—A corporation desiring to dissolve and
4406      wind up its affairs must adopt a resolution to dissolve in the
4407      following manner:
4408  (1)     If the corporation has members entitled to vote on a
4409      resolution to dissolve, and unless the board of directors
4410      determines that because of a conflict of interest or other
4411      substantial reason it should not make any recommendation, the
4412      board of directors must adopt a resolution recommending that the
4413      corporation be dissolved and directing that the question of such
4414      dissolution be submitted to a vote at a meeting of members
4415      entitled to vote thereon, which may be either an annual or
4416      special meeting. Written notice stating that the purpose, or one
4417      of the purposes, of such meeting is to consider the advisability
4418      of dissolving the corporation must be given to each member
4419      entitled to vote at such meeting in accordance with the articles
4420      of incorporation or the bylaws. A resolution to dissolve the
4421      corporation must shall be adopted upon receiving at least a
4422      majority of the votes which members present at such meeting or
4423      represented by proxy are entitled to cast.
4424  (2)     If the corporation has no members or if its members
4425      are not entitled to vote on a resolution to dissolve, the
  Page 177 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
4426      dissolution of the corporation may be authorized at a meeting of
4427      the board of directors by a majority vote of the directors then
4428      in office.
4429  Section 68.  Subsection (1) of section 617.1403, Florida
4430      Statutes, is amended, and subsection (3) is added to that
4431      section, to read:
4432  617.1403  Articles of dissolution.—
4433  (1)     At any time after dissolution is authorized, the
4434      corporation may dissolve by delivering to the department of
4435      State for filing articles of dissolution setting forth:
4436  (a)     The name of the corporation;
4437  (b)     If the corporation has members entitled to vote on
4438      dissolution, the date of the meeting of members at which the
4439      resolution to dissolve was adopted, a statement that the number
4440      of votes cast for dissolution was sufficient for approval, or a
4441      statement that such a resolution was adopted by written consent
4442      and executed in accordance with s. 617.0701; and
4443  (c)     If the corporation has no members or if its members
4444      are not entitled to vote on dissolution, a statement of such
4445      fact, the date of the adoption of such resolution by the board
4446      of directors, the number of directors then in office, and the
4447      vote for the resolution.
4448  (3)     For purposes of ss. 617.1401-617.1422, the term
4449      "dissolved corporation" means a corporation whose articles of
4450      dissolution have become effective and includes a successor
  Page 178 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
4451      entity, as defined in s. 617.01401.
4452  Section 69.  Subsection (1) of section 617.1405, Florida
4453      Statutes, is amended, subsections (5) and (6) are added to that
4454      section, and subsection (4) of that section is reenacted, to
4455      read:
4456  617.1405  Effect of dissolution.—
4457  (1)     A dissolved corporation that has dissolved continues
4458      its corporate existence but may not conduct its affairs except
4459      to the extent appropriate to wind up and liquidate its affairs,
4460      including:
4461  (a)     Collecting its assets;
4462  (b)     Disposing of its properties that will not be
4463      distributed in kind pursuant to the plan of distribution of
4464      assets adopted under s. 617.1406;
4465  (c)     Discharging or making provision for discharging its
4466      liabilities;
4467  (d)     Distributing its remaining property in accordance with
4468      the plan of distribution of assets adopted under s. 617.1406;
4469      and
4470  (e)     Doing every other act necessary to wind up and
4471      liquidate its affairs.
4472  (4)     The name of a dissolved corporation is not available
4473      for assumption or use by another corporation until 120 days
4474      after the effective date of dissolution unless the dissolved
4475      corporation provides the department with an affidavit, executed
  Page 179 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
4476      pursuant to s. 617.01201, authorizing the immediate assumption
4477      or use of the name by another corporation.
4478  (5)     For purposes of this section, the circuit court may
4479      appoint a trustee, custodian, receiver, or provisional director
4480      as described in s. 617.1435 for any property owned or acquired
4481      by the corporation who may engage in any act permitted in
4482      accordance with subsection (1) if any director or officer of the
4483      dissolved corporation is unwilling or unable to serve or cannot
4484      be located.
4485  (6)     Property held in trust or otherwise dedicated to a
4486      public or charitable purpose may not be diverted from its trust
4487      or charitable purpose by the dissolution of a corporation except
4488      in compliance with and pursuant to the laws of this state
4489      addressing cy pres or otherwise dealing with the nondiversion of
4490      charitable assets.
4491  Section 70.  Section 617.1406, Florida Statutes, is amended
4492      to read:
4493  617.1406  Plan of distribution of assets.—A plan providing
4494      for the distribution of assets, not inconsistent with this
4495      chapter act or the articles of incorporation, must be adopted by
4496      a corporation in the following manner:
4497  (1)     If the corporation has members entitled to vote on a
4498      plan of distribution of assets, the board of directors must
4499      adopt a resolution recommending a plan of distribution and
4500      directing its submission to a vote at a meeting of members
  Page 180 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
4501      entitled to vote thereon, which may be either an annual or a
4502      special meeting. Written notice setting forth the proposed plan
4503      of distribution or a summary thereof must be given to each
4504      member entitled to vote at such meeting in accordance with the
4505      articles of incorporation or the bylaws. Such plan of
4506      distribution shall be adopted upon receiving at least a majority
4507      of the votes which the members present at such meeting or
4508      represented by proxy are entitled to cast.
4509  (2)     If the corporation has no members or if its members
4510      are not entitled to vote on a plan of distribution, such plan
4511      may be adopted at a meeting of the board of directors by a
4512      majority vote of the directors then in office.
4513  (3)     A plan of distribution of assets must provide that:
4514  (a)     All liabilities and obligations of the corporation be
4515      paid and discharged, or adequate provisions be made therefor;
4516  (b)     Assets held by the corporation upon condition
4517      requiring return, transfer, or conveyance, which condition
4518      occurs by reason of the dissolution, be returned, transferred,
4519      or conveyed in accordance with such requirements;
4520  (c)     Assets received and held by the corporation subject to
4521      limitations permitting their use only for charitable, religious,
4522      eleemosynary, benevolent, educational, or similar purposes, but
4523      not held upon a condition requiring return, transfer, or
4524      conveyance by reason of the dissolution, be transferred or
4525      conveyed to one or more domestic or foreign corporations,
  Page 181 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
4526      trusts, societies, or organizations engaged in activities
4527      substantially similar to those of the dissolving corporation, as
4528      provided in the plan of distribution of assets;
4529  (d)     Other assets, if any, be distributed in accordance
4530      with the provisions of the articles of incorporation or the
4531      bylaws to the extent that the articles of incorporation or the
4532      bylaws determine the distributive rights of members, or any
4533      class or classes of members, or provide for distribution to
4534      others; and
4535  (e)     Any remaining assets be distributed to such persons,
4536      trusts, societies, organizations, or domestic or foreign
4537      corporations, whether for profit or not for profit, as specified
4538      in the plan of distribution of assets.
4539  (4)     A copy of the plan of distribution of assets,
4540      authenticated by an officer of the corporation and containing
4541      the officer's certificate of compliance with the requirements of
4542      subsection (1) or subsection (2) must be filed with the
4543      department of State.
4544  Section 71.  Section 617.1407, Florida Statutes, is amended
4545      to read:
4546  617.1407  Unknown claims against dissolved corporation.—
4547  (1)     A dissolved corporation or successor entity may
4548      execute one of the following procedures to resolve payment of
4549      unknown claims:
4550  (a)     A dissolved corporation or successor entity may file
  Page 182 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
4551      notice of its dissolution with the department on the form
4552      prescribed by the department and request that persons with
4553      having claims against the corporation which are not known claims
4554      as defined in s. 617.1408(5) to the corporation or successor
4555      entity present them in accordance with the notice. The notice
4556      must:
4557  1.      State the name of the corporation that is the subject
4558      and the date of the dissolution;
4559  2.      State that the corporation is the subject of a
4560      dissolution and the effective date of the dissolution;
4561  3.      Specify Describe the information that must be included
4562      in a claim;
4563  4.      State that a claim must be in writing and provide a
4564      mailing address to which the claim may be sent; and
4565  5.3.        State that a claim against the corporation under this
4566      subsection will be is barred unless a proceeding to enforce the
4567      claim is commenced within 4 years after the date of the filing
4568      of the notice.
4569  (b)      A dissolved corporation or successor entity may,
4570      within 10 days after filing articles of dissolution with the
4571      department, publish a "Notice of Corporate Dissolution." The
4572      notice must appear once a week for 2 consecutive weeks in a
4573      newspaper of general circulation in the county in the state in
4574      which the corporation has its principal office, if any, or, if
4575      none, in a county in the state in which the corporation owns
  Page 183 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
4576      real or personal property. Such newspaper shall meet the
4577      requirements as are prescribed by law for such purposes. The
4578      notice must:
4579  1.      State the name of the corporation that is the subject
4580      and the date of the dissolution;
4581  2.      State that the corporation is the subject of a
4582      dissolution and the effective date of the dissolution;
4583  3.      Specify Describe the information that must be included
4584      in a claim;
4585  4.      State that a claim must be in writing and provide a
4586      mailing address to which the claim may be sent; and
4587  5.3.        State that a claim against the corporation under this
4588      subsection will be is barred unless a proceeding to enforce the
4589      claim is commenced within 4 years after the filing date of the
4590      second consecutive weekly publication of the notice.
4591  (2)      If the dissolved corporation or successor entity
4592      complies with paragraph (1)(a) or paragraph (1)(b), unless
4593      sooner barred by another statute limiting actions, the claim of
4594      each of the following claimants is barred unless the claimant
4595      commences a proceeding to enforce the claim against the
4596      dissolved corporation within 4 years after the date of filing
4597      the notice with the department or the date of the second
4598      consecutive weekly publication, as applicable:
4599  (a)      A claimant who was not given did not receive written
4600      notice under s. 617.1408;(9), or whose claim is not provided for
  Page 184 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
4601      under s. 617.1408(10), regardless of whether such claim is based
4602      on an event occurring before or after the effective date of
4603      dissolution.
4604  (b)     A claimant whose claim was timely sent to the
4605      dissolved corporation but on which no action was taken; or.
4606  (c)     A claimant whose claim was excluded as a known claim
4607      as defined in s. 617.1408(5)(b).
4608  (3)     This section does not preclude or relieve the
4609      corporation from its notification to claimants otherwise set
4610      forth in this chapter A claim may be entered under this section:
4611  (a)     Against the dissolved corporation, to the extent of
4612      its undistributed assets; or
4613  (b)     If the assets have been distributed in liquidation,
4614      against a member of the dissolved corporation to the extent of
4615      such member's pro rata share of the claim or the corporate
4616      assets distributed to such member in liquidation, whichever is
4617      less; however, the aggregate liability of any member of a
4618      dissolved corporation may not exceed the amount distributed to
4619      the member in dissolution.
4620  Section 72.  Section 617.1408, Florida Statutes, is amended
4621      to read:
4622  (Substantial rewording of section.
4623  See s. 617.1408, F.S., for present text.)
4624  617.1408  Known claims against dissolved corporation.
4625  (1)     A dissolved corporation or a successor entity may
  Page 185 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
4626      dispose of the known claims against it by giving written notice
4627      that satisfies the requirements of subsection (2) to its known
4628      claimants of the dissolution at any time after the effective
4629      date of the dissolution, but no later than the date that is 270
4630      days before the date which is 3 years after the effective date
4631      of the dissolution.
4632  (2)     The written notice must:
4633  (a)     State the name of the corporation that is the subject
4634      of the dissolution;
4635  (b)     State that the corporation is the subject of a
4636      dissolution and the effective date of the dissolution;
4637  (c)     Specify the information that must be included in a
4638      claim;
4639  (d)     State that a claim must be in writing and provide a
4640      mailing address where a claim may be sent;
4641  (e)     State the deadline, which may not be less than 120
4642      days after the date of the written notice is received by the
4643      claimant, by which the dissolved corporation must receive the
4644      claim;
4645  (f)     State that the claim will be barred if not received by
4646      the deadline;
4647  (g)     State that the dissolved corporation or successor
4648      entity may make distributions thereafter to other claimants and
4649      the members of the corporation or persons interested as having
4650      been such claimants without further notice; and
  Page 186 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
4651  (h)     Be accompanied by a copy of ss. 617.1405-617.14091.
4652  (3)     A dissolved corporation or successor entity may
4653      reject, in whole or in part, a claim submitted by a claimant and
4654      received before the deadline specified in the written notice
4655      pursuant to subsections (1) and (2) by mailing notice of the
4656      rejection to the claimant, on or before the date that is the
4657      earlier of 90 days after the dissolved corporation receives the
4658      claim, or the date that is at least 150 days before the date
4659      which is 3 years after the effective date of the dissolution. A
4660      rejection notice sent by the dissolved corporation pursuant to
4661      this subsection must state that the claim will be barred unless
4662      the claimant, not later than 120 days after the claimant
4663      receives the rejection notice, commences an action in the
4664      circuit court in the applicable county against the dissolved
4665      corporation to enforce the claim.
4666  (4)     A claim against a dissolved corporation is barred:
4667  (a)     If a claimant who is given written notice pursuant to
4668      this section does not deliver the claim to the dissolved
4669      corporation by the specified deadline; or
4670  (b)     If the claim was timely received by the dissolved
4671      corporation but was timely rejected by the dissolved corporation
4672      under subsection (3) and the claimant does not commence the
4673      required action in the applicable county within 120 days after
4674      the claimant receives the rejection notice.
4675  (5)(a)       For purposes of this chapter, "known claim" means
  Page 187 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
4676      any claim or liability that, as of the date of the giving of
4677      written notice described in subsections (1) and (2) above:
4678  1.      Has matured sufficiently on or before the date of
4679      dissolution to be legally capable of assertion against the
4680      dissolved corporation; or
4681  2.      Is unmatured as of the date of dissolution but will
4682      mature in the future solely because of the passage of time.
4683  (b)      For purposes of this chapter, "known claim" does not
4684      include a contingent liability or a claim based on an event
4685      occurring after the effective date of the dissolution.
4686  (6)      The giving of any notice pursuant to this section does
4687      not revive any claim then barred or constitute acknowledgment by
4688      the dissolved corporation that any person to whom such notice is
4689      sent is a proper claimant and does not operate as a waiver of
4690      any defense or counterclaim in respect of any claim asserted by
4691      any person to whom such notice is sent.
4692  Section 73.  Section 617.1409, Florida Statutes, is created
4693      to read:
4694  617.1409  Court proceedings.—
4695  (1)      A dissolved corporation that has filed a notice under
4696      s. 617.1407(1)(a) or published a notice under s. 617.1407(1)(b)
4697      may file an application with the circuit court in the applicable
4698      county for a determination of the amount and form of security to
4699      be provided for payment of claims that are not known claims as
4700      defined in s. 617.1408(5) but that, based on the facts known to
  Page 188 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
4701      the dissolved corporation, are reasonably estimated to arise
4702      after the effective date of dissolution. Provisions need not be
4703      made for any claim that is or is reasonably anticipated to be
4704      barred under s. 617.1407(2).
4705  (2)     Within 10 days after the filing of the application
4706      pursuant to subsection (1), notice of the proceeding must be
4707      given by the dissolved corporation to each claimant holding a
4708      claim whose identity and contingent claim is known to the
4709      dissolved corporation.
4710  (3)     In any proceeding under this section, the court may
4711      appoint a guardian ad litem to represent all claimants whose
4712      identities are unknown. The reasonable fees and expenses of such
4713      guardian ad litem, including all reasonable expert witness fees,
4714      must be paid by the dissolved corporation.
4715  (4)     Provisions by the dissolved corporation for security
4716      in the amount and the form ordered by the court under subsection
4717      (1) satisfies the dissolved corporation's obligations with
4718      respect to claims that are contingent, have not been made known
4719      to the dissolved corporation, or are based on an event occurring
4720      after the effective date of dissolution, and such claims may not
4721      be enforced against a person who received assets in liquidation.
4722  Section 74.  Section 617.14091, Florida Statutes, is
4723      created to read:
4724  617.14091  Limitation on director liability for a dissolved
4725      corporation; claims against dissolved corporation; enforcement.—
  Page 189 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
4726  (1)     Directors of a dissolved corporation or governing
4727      persons of a successor entity that has disposed of claims under
4728      s. 617.1407, s. 617.1408, or s. 617.1409 are not personally
4729      liable to the claimants of the dissolved corporation.
4730  (2)     A claim that is not barred by s. 617.1407, s.
4731      617.1408, or by any other law limiting claims, may be enforced:
4732  (a)     Against the dissolved corporation, to the extent of
4733      its undistributed assets; or
4734  (b)     Except as provided in s. 617.1409(4), if the assets
4735      have been distributed in liquidation, against a member of the
4736      dissolved corporation to the extent of the member's pro rata
4737      share of the claim or the corporate assets distributed to the
4738      member in liquidation, whichever is less, provided that the
4739      aggregate liability of any member of a dissolved corporation
4740      arising under s. 617.1408 or otherwise may not exceed the total
4741      amount distributed to the member in dissolution.
4742  Section 75.  Subsection (1) of section 617.1420, Florida
4743      Statutes, is amended, and subsections (3) and (4) are added to
4744      that section, to read:
4745  617.1420  Grounds for administrative dissolution.—
4746  (1)     The department of State may commence a proceeding
4747      under s. 617.1421 to administratively dissolve a corporation if:
4748  (a)     The corporation has failed to file its annual report
4749      and pay the annual report filing fee by 5 p.m. Eastern Time on
4750      the third Friday in September;
  Page 190 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
4751  (b)     The corporation is without a registered agent or
4752      registered office in this state for 30 days or more;
4753  (c)     The corporation does not notify the department of
4754      State within 30 days after its registered agent or registered
4755      office has been changed, after its registered agent has
4756      resigned, or after its registered office has been discontinued;
4757  (d)     The corporation has failed to answer truthfully and
4758      fully, within the time prescribed by this chapter act,
4759      interrogatories propounded by the department of State; or
4760  (e)     The corporation's period of duration stated in its
4761      articles of incorporation has expired.
4762  (3)     If the department determines that one or more grounds
4763      exist for administratively dissolving a corporation under
4764      paragraph (1)(a), paragraph (1)(b), paragraph (1)(c), or
4765      paragraph (1)(d), the department shall serve notice in a record
4766      to the corporation of its intent to administratively dissolve
4767      the corporation. Issuance of the notice may be made by
4768      electronic transmission to a corporation that has provided the
4769      department with an e-mail address.
4770  (4)     If, within 60 days after sending the notice of intent
4771      to administratively dissolve pursuant to subsection (3), a
4772      corporation does not correct each ground for dissolution under
4773      paragraph (1)(a), paragraph (1)(b), paragraph (1)(c), or
4774      paragraph (1)(d), or demonstrate to the reasonable satisfaction
4775      of the department that each ground determined by the department
  Page 191 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
4776      does not exist, the department shall dissolve the corporation
4777      administratively and issue to the corporation a notice in a
4778      record of administrative dissolution that states the grounds for
4779      dissolution. Issuance of the notice of administrative
4780      dissolution may be made by electronic transmission to a
4781      corporation that has provided the department with an e-mail
4782      address.
4783  Section 76.  Subsections (1), (2), and (4) of section
4784      617.1421, Florida Statutes, are amended, and subsection (3) of
4785      that section is reenacted, to read:
4786  617.1421  Procedure for and effect of administrative
4787      dissolution.—
4788  (1)     If the department of State determines that one or more
4789      grounds exist under s. 617.1420 for administratively dissolving
4790      a corporation, it shall serve the corporation with notice of its
4791      intent under s. 617.0504(2) to administratively dissolve the
4792      corporation. If the corporation has provided the department with
4793      an e-mail electronic mail address, such notice shall be by
4794      electronic transmission. Administrative dissolution for failure
4795      to file an annual report shall occur on the fourth Friday in
4796      September of each year. The department of State shall issue a
4797      certificate of dissolution to each dissolved corporation.
4798      Issuance of the certificate of dissolution may be by electronic
4799      transmission to any corporation that has provided the department
4800      with an e-mail electronic mail address.
  Page 192 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
4801  (2)     If the corporation does not correct each ground for
4802      dissolution under s. 617.1420(1)(b), (c), (d), or (e) or
4803      demonstrate to the reasonable satisfaction of the department of
4804      State that each ground determined by the department does not
4805      exist within 60 days after issuance of the notice, the
4806      department shall administratively dissolve the corporation by
4807      issuing a certificate of dissolution that recites the ground or
4808      grounds for dissolution and its effective date. Issuance of the
4809      certificate of dissolution may be by electronic transmission to
4810      any corporation that has provided the department with an e-mail
4811      electronic mail address.
4812  (3)     A corporation administratively dissolved continues its
4813      corporate existence but may not conduct any affairs except that
4814      necessary to wind up and liquidate its affairs under s. 617.1405
4815      and adopt a plan of distribution of assets pursuant to s.
4816      617.1406.
4817  (4)     A director, officer, or agent of a corporation
4818      dissolved pursuant to this section, purporting to act on behalf
4819      of the corporation, is not personally liable for the debts,
4820      obligations, and liabilities of the corporation arising from
4821      such action and incurred subsequent to the corporation's
4822      administrative dissolution unless that officer, director, or
4823      agent only if he or she has actual notice of the administrative
4824      dissolution at the time such action is taken. Any; but such
4825      liability shall be terminated upon the ratification of such
  Page 193 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
4826      action by the corporation's board of directors or members
4827      subsequent to the reinstatement of the corporation.
4828  Section 77.  Section 617.1430, Florida Statutes, is amended
4829      to read:
4830  617.1430  Grounds for judicial dissolution.—A circuit court
4831      may dissolve a corporation or order such other remedy as
4832      provided in s. 617.1432 or s. 617.1434:
4833  (1)(a)       In a proceeding by the Department of Legal Affairs
4834      if it is established that:
4835  1.      The corporation obtained its articles of incorporation
4836      through fraud; or
4837  2.      The corporation has exceeded or abused, or is
4838      continuing to exceed or abuse continued to exceed or abuse the
4839      authority conferred upon it by law.
4840  (b)      The enumeration in paragraph (a) of grounds for
4841      judicial dissolution does not exclude actions or special
4842      proceedings by the Department of Legal Affairs or any state
4843      official for the annulment or dissolution of a corporation for
4844      other causes as provided by law.
4845  (2)      In a proceeding brought by at least 50 members or
4846      members holding at least 10 percent of the voting power,
4847      whichever is less, or by a member or group or percentage of
4848      members as otherwise provided in the articles of incorporation
4849      or bylaws, or by a director or any person authorized in the
4850      articles of incorporation, if it is established that:
  Page 194 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
4851  (a)     The directors are deadlocked in the management of the
4852      corporate affairs, the members are unable to break the deadlock,
4853      and irreparable injury to the corporation or its mission is
4854      threatened or being suffered because of the deadlock;
4855  (b)     The members are deadlocked in voting power and have
4856      failed, for a period that includes at least two consecutive
4857      annual meeting dates, to elect successors to directors whose
4858      terms have expired or would have expired upon qualification of
4859      their successors; or
4860  (c)     The corporate assets are being misapplied or wasted;
4861  (d)     The directors or those in control of the corporation
4862      have acted, are acting, or are reasonably expected to act in a
4863      manner that is illegal or fraudulent; or
4864  (e)     The corporation has insufficient assets to continue
4865      its activities and is no longer able to assemble a quorum of
4866      directors or members.
4867  (3)     In a proceeding by a creditor if it is established
4868      that:
4869  (a)     The creditor's claim has been reduced to judgment, the
4870      execution on the judgment returned unsatisfied, and the
4871      corporation is insolvent; or
4872  (b)     The corporation has admitted in writing that the
4873      creditor's claim is due and owing and the corporation is
4874      insolvent.
4875  (4)     In a proceeding by the corporation to have its
  Page 195 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
4876      voluntary dissolution continued under court supervision.
4877  Section 78.  Section 617.1431, Florida Statutes, is amended
4878      to read:
4879  617.1431  Procedure for judicial dissolution.—
4880  (1)     Venue for a proceeding brought under s. 617.1430 lies
4881      in the circuit court of the applicable county where the
4882      corporation's principal office is or was last located, as shown
4883      by the records of the Department of State, or, if none in this
4884      state, where its registered office is or was last located.
4885  (2)     It is not necessary to make members or directors
4886      parties to a proceeding to dissolve a corporation unless relief
4887      is sought against them individually.
4888  (3)     A court in a proceeding brought to dissolve a
4889      corporation may issue injunctions, appoint a receiver or
4890      custodian during the proceeding pendente lite with all powers
4891      and duties the court directs, take other action required to
4892      preserve the corporate assets wherever located, and carry on the
4893      affairs of the corporation until a full hearing can be held.
4894  (4)     If the court determines that any party has commenced,
4895      continued, or participated in a proceeding under s. 617.1430,
4896      and has acted arbitrarily, frivolously, vexatiously, or in bad
4897      faith, the court may award reasonable attorney fees and costs to
4898      the other parties to the proceeding who have been affected
4899      adversely by such actions.
4900  Section 79.  Subsections (1) through (5) of section
  Page 196 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
4901      617.1432, Florida Statutes, are amended to read:
4902  617.1432  Receivership or custodianship.—
4903  (1)     A court in a judicial proceeding brought under s.
4904      617.1430 to dissolve a corporation may appoint one or more
4905      receivers to wind up and liquidate, or one or more custodians to
4906      manage, the affairs of the corporation, except as otherwise
4907      provided herein. The court shall hold a hearing, after notifying
4908      all parties to the proceeding and any interested persons
4909      designated by the court, before appointing a receiver or
4910      custodian. The court appointing a receiver or custodian has
4911      exclusive jurisdiction over the corporation and all of its
4912      property wherever located. A court may not appoint a custodian
4913      or a receiver in a judicial proceeding brought under s.
4914      617.1430(2)(a) or s. 617.1430(2)(b) if the members, directors,
4915      or any person authorized in the articles of incorporation, by
4916      agreement or otherwise, or a court pursuant to s. 617.1435, have
4917      provided for the appointment of a provisional director or other
4918      means for the resolution of the deadlock, but the court may
4919      enforce the remedy so provided, if appropriate.
4920  (2)     The court may appoint a natural person or an eligible
4921      entity a corporation authorized to act as a receiver or
4922      custodian. The eligible entity corporation may be a domestic
4923      corporation or a foreign eligible entity corporation authorized
4924      to transact business in this state. The court may require the
4925      receiver or custodian to post bond, with or without sureties, in
  Page 197 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
4926      an amount the court directs.
4927  (3)      The court shall describe the powers and duties of the
4928      receiver or custodian in its appointing order, which may be
4929      amended from time to time. Among other powers:
4930  (a)      The receiver:
4931  1.      May dispose of all or any part of the assets of the
4932      corporation wherever located, at a public or private sale, if
4933      authorized by the court; and
4934  2.      May sue and defend in the receiver's his or her own
4935      name as receiver of the corporation in all courts of this state.
4936  (b)      The custodian may exercise all of the powers of the
4937      corporation, through or in place of its board of directors or
4938      officers, to the extent necessary to manage the affairs of the
4939      corporation in the best interests of its members and creditors.
4940  (4)      The court during a receivership may redesignate the
4941      receiver to act as a custodian, and during a custodianship may
4942      redesignate the custodian to act as a receiver, if doing so is
4943      consistent with the mission of the corporation and in the best
4944      interests of the corporation, and its members, if any, and
4945      creditors. The court may amend the order designating the
4946      receiver as custodian and custodian as receiver as the court
4947      deems appropriate.
4948  (5)      The court from time to time during the receivership or
4949      custodianship may order compensation paid and expense
4950      disbursements or reimbursements made to the receiver or
  Page 198 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
4951      custodian and his or her counsel for the receiver or custodian
4952      from the assets of the corporation or proceeds from the sale of
4953      the assets.
4954  Section 80.  Section 617.1433, Florida Statutes, is amended
4955      to read:
4956  617.1433  Judgment of dissolution.—
4957  (1)     If after a hearing in a proceeding under s. 617.1430
4958      the court determines that one or more grounds for judicial
4959      dissolution described in s. 617.1430 exist, it may enter a
4960      judgment dissolving the corporation and specifying the effective
4961      date of the dissolution, and the clerk of the court shall
4962      deliver a certified copy of the judgment to the department of
4963      State, which shall file it.
4964  (2)     After entering the judgment of dissolution, the court
4965      shall direct or oversee the winding up and liquidation of the
4966      corporation's affairs in accordance with ss. 617.1405 and
4967      617.1406, and the notification of claimants in accordance with
4968      ss. 617.1407 and 617.1408, subject to the provisions of
4969      subsection (3).
4970  (3)     In a proceeding for judicial dissolution, the court
4971      may require all creditors of the corporation to file with the
4972      clerk of the court or with the receiver, in such form as the
4973      court may prescribe, proofs under oath of their respective
4974      claims. If the court requires the filing of claims, it shall fix
4975      a date, which shall be not less than 4 months after the date of
  Page 199 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
4976      the order, as the last day for filing of claims. The court shall
4977      prescribe the method by which such notice for the deadline for
4978      filing claims that shall be given to creditors and claimants.
4979      Before Prior to the fixed date so fixed, the court may extend
4980      the time for the filing of claims by court order. Creditors and
4981      claimants failing to file proofs of claim on or before the fixed
4982      date so fixed may be barred, by order of court, from
4983      participating in the distribution of the assets of the
4984      corporation. Nothing in This section does not affect affects the
4985      enforceability of any recorded mortgage or lien or the perfected
4986      security interest or rights of a person in possession of real or
4987      personal property.
4988  Section 81.  Section 617.1434, Florida Statutes, is created
4989      to read:
4990  617.1434  Alternative remedies to judicial dissolution.—
4991  (1)     In a proceeding under s. 617.1430, the court may, as
4992      an alternative to directing the dissolution of the corporation
4993      and upon a showing of sufficient merit to warrant such remedy:
4994  (a)     Appoint a receiver or a custodian during the
4995      proceeding as provided in s. 617.1432;
4996  (b)     Appoint a provisional director as provided in s.
4997      617.1435; or
4998  (c)     Make any order or grant any equitable relief other
4999      than dissolution as in its discretion it may deem appropriate.
5000  (2)     Alternative remedies, such as the appointment of a
  Page 200 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
5001      receiver or custodian, may also be ordered upon a showing of
5002      sufficient merit to warrant such remedy, in advance of directing
5003      the dissolution of the corporation or, after a judgment of
5004      dissolution is entered, to assist in facilitating the winding up
5005      of the corporation.
5006  Section 82.  Section 617.1435, Florida Statutes, is created
5007      to read:
5008  617.1435  Provisional director.—
5009  (1)(a)       In a proceeding under s. 617.1430(2), the court may
5010      appoint a provisional director if it appears that such
5011      appointment will remedy the grounds alleged by the complaining
5012      members or director to support the jurisdiction of the court
5013      under s. 617.1430. A provisional director may be appointed
5014      notwithstanding the absence of a vacancy on the board of
5015      directors, and such director has all the rights and powers of a
5016      duly elected director, including the right to notice of and to
5017      vote at meetings of directors.
5018  (b)     A provisional director retains the rights described in
5019      paragraph (a) until such time as the provisional director is
5020      removed by order of the court or, unless otherwise ordered by a
5021      court, removed by a vote of the members or directors sufficient
5022      either to elect a majority of the board of directors or, if
5023      greater than majority voting is required by the articles of
5024      incorporation or the bylaws, to elect the requisite number of
5025      directors needed to take action. A provisional director shall be
  Page 201 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
5026      an impartial person who is neither a member nor a creditor of
5027      the corporation or of any subsidiary or affiliate of the
5028      corporation, and whose further qualifications, if any, may be
5029      determined by the court.
5030  (2)     The provisional director shall report to the court as
5031      ordered by the court concerning the matter complained of, or the
5032      status of the deadlock, if any, and of the status of the
5033      corporation's affairs, as the court shall direct. A provisional
5034      director is not liable for any action taken or decision made,
5035      except as directors may be liable under s. 617.0831. In
5036      addition, the provisional director must submit to the court, if
5037      so directed, recommendations as to the appropriate disposition
5038      of the action. Whenever a provisional director is appointed, any
5039      officer or director of the corporation may petition the court
5040      for instructions clarifying the duties and responsibilities of
5041      such officer or director.
5042  (3)     In any proceeding under which a provisional director
5043      is appointed pursuant to this section, the court must allow
5044      reasonable compensation to the provisional director for services
5045      rendered and reimbursement or direct payment of reasonable costs
5046      and expenses, which amounts shall be paid by the corporation.
5047  Section 83.  Section 617.1440, Florida Statutes, is amended
5048      to read:
5049  617.1440  Deposit with Department of Financial Services.—
5050      Unless otherwise provided in ss. 617.1407-617.1409, assets of a
  Page 202 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
5051      dissolved corporation that should be transferred to a creditor,
5052      claimant, member of the corporation, or other person who cannot
5053      be found or who is not competent to receive them must shall be
5054      deposited, or reduced to cash and deposited, as appropriate,
5055      within 6 months after the date fixed for the payment of the
5056      final liquidating distribution, with the Department of Financial
5057      Services for safekeeping, where such assets shall be held as
5058      abandoned property. When the creditor, claimant, member, or
5059      other person furnishes satisfactory proof of entitlement to the
5060      amount or assets deposited, the Department of Financial Services
5061      shall pay the creditor, claimant, member, or other person, or
5062      their him or her or his or her representative for that creditor,
5063      claimant, member or other person, that amount or those assets.
5064  Section 84.  Section 617.15015, Florida Statutes, is
5065      created to read:
5066  617.15015  Foreign corporation governing law.—
5067  (1)     The laws of this state or other jurisdiction under
5068      which a foreign corporation exists govern:
5069  (a)     The organization and internal affairs of the foreign
5070      corporation; and
5071  (b)     The interest holder liability of its members.
5072  (2)     A foreign corporation may not be denied a certificate
5073      of authority by reason of a difference between the laws of its
5074      jurisdiction of formation and the laws of this state.
5075  (3)     A certificate of authority does not authorize a
  Page 203 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
5076      foreign corporation to engage in any business or exercise any
5077      power that a corporation may not engage in or exercise in this
5078      state.
5079  Section 85.  Subsection (4) of section 617.1502, Florida
5080      Statutes, is amended, and subsections (6), (7), and (8) are
5081      added to that section, to read:
5082  617.1502  Consequences of conducting affairs without
5083      authority.—
5084  (4)     A foreign corporation which conducts its affairs in
5085      this state without authority to do so is shall be liable to this
5086      state for the years or parts thereof during which it conducted
5087      its affairs in this state without authority in an amount equal
5088      to all fees and taxes which would have been imposed by this
5089      chapter act upon such corporation had it duly applied for and
5090      received authority to conduct its affairs in this state as
5091      required by this chapter act. In addition to the payments thus
5092      prescribed in this subsection, such corporation is shall be
5093      liable for a civil penalty of not less than $500 or more than
5094      $1,000 for each year or part thereof during which it conducts
5095      its affairs in this state without a certificate of authority.
5096      The department of State may collect all penalties due under this
5097      subsection.
5098  (6)     A member, an officer, or a director of a foreign
5099      corporation is not liable for the debts, obligations, or other
5100      liabilities of the foreign corporation solely because the
  Page 204 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
5101      foreign corporation transacted business in this state without a
5102      certificate of authority.
5103  (7)     Section 617.15015(1) applies even if a foreign
5104      corporation fails to have a certificate of authority to transact
5105      business in this state.
5106  (8)     If a foreign corporation transacts business in this
5107      state without a certificate of authority or cancels its
5108      certificate of authority, it appoints the Secretary of State as
5109      its agent for service of process in proceedings and actions
5110      arising out of the transaction of business in this state.
5111  Section 86.  Subsections (1) and (3) of section 617.1503,
5112      Florida Statutes, are amended to read:
5113  617.1503  Application for certificate of authority.—
5114  (1)     A foreign corporation may apply for a certificate of
5115      authority to conduct its affairs in this state by delivering an
5116      application to the department of State for filing. Such
5117      application must shall be made on forms prescribed and furnished
5118      by the department of State and must shall set forth:
5119  (a)     The name of the foreign corporation or, if its name is
5120      unavailable for use in this state, a corporate name that
5121      satisfies the requirements of s. 617.1506;
5122  (b)     The jurisdiction under the law of which it is
5123      incorporated;
5124  (c)     Its date of incorporation and period of duration;
5125  (d)     The purpose or purposes which it intends to pursue in
  Page 205 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
5126      this state and a statement that it is authorized to pursue such
5127      purpose or purposes in the jurisdiction of its incorporation;
5128  (e)     The street address of its principal office;
5129  (f)     The address of its registered office in this state and
5130      the name of its registered agent at that office;
5131  (g)     The names and usual business addresses of its current
5132      directors and officers; and
5133  (h)     Such additional information as may be necessary or
5134      appropriate in order to enable the department of State to
5135      determine whether such corporation is entitled to file an
5136      application for authority to conduct its affairs in this state
5137      and to determine and assess the fees and taxes payable as
5138      prescribed in this chapter act.
5139  (3)     A foreign corporation may not be denied authority to
5140      conduct its affairs in this state by reason of the fact that the
5141      laws of the jurisdiction under which such corporation is
5142      organized governing its organization and internal affairs differ
5143      from the laws of this state.
5144  Section 87.  Section 617.1504, Florida Statutes, is amended
5145      to read:
5146  617.1504  Amended certificate of authority.—
5147  (1)     A foreign corporation authorized to conduct its
5148      affairs in this state shall make application to the department
5149      of State to obtain an amended certificate of authority if it
5150      changes:
  Page 206 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
5151  (a)     Its corporate name;
5152  (b)     The period of its duration;
5153  (c)     The purpose or purposes which it intends to pursue in
5154      this state; or
5155  (d)     The jurisdiction of its incorporation; or
5156  (e)     The name and street address in this state of the
5157      foreign corporation's registered agent in this state, unless the
5158      change was timely made in accordance with s. 617.1508.
5159  (2)     Such application must shall be made within 90 days
5160      after the occurrence of any change mentioned in subsection (1),
5161      shall be made on forms prescribed by the department, and must
5162      shall be executed and filed in the same manner as an original
5163      application for authority, and must shall set forth:
5164  (a)     The name of the foreign corporation as it appears on
5165      the department's records;
5166  (b)     The jurisdiction of its incorporation;
5167  (c)     The date it was authorized to conduct its affairs in
5168      this state;
5169  (d)     If the name of the foreign corporation has changed,
5170      the name relinquished, the new name, a statement that the change
5171      of name has been effected under the laws of the jurisdiction of
5172      its incorporation, and the date the change was effected;
5173  (e)     If the period of duration has changed, a statement of
5174      such change and the date the change was effected;
5175  (f)     If the jurisdiction of incorporation has changed, a
  Page 207 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
5176      statement of such change and the date the change was effected;
5177      and
5178  (g)     If the purposes that the foreign corporation intends
5179      to pursue in this state have changed, a statement of such new
5180      purposes, and a further statement that the foreign corporation
5181      is authorized to pursue such purposes in the jurisdiction of its
5182      incorporation.
5183  (3)     The requirements of s. 617.1503 for obtaining an
5184      original certificate of authority apply to obtaining an amended
5185      certificate under this section unless the official having
5186      custody of the foreign corporation's publicly filed records in
5187      its jurisdiction of incorporation did not require an amendment
5188      to effectuate the change on its records.
5189  (4)     Subject to subsection (3), a foreign corporation
5190      authorized to transact business in this state may make an
5191      application to the department to obtain an amended certificate
5192      of authority to add, remove, or change the name, title,
5193      capacity, or address of an officer or director of the foreign
5194      corporation.
5195  Section 88.  Section 617.1505, Florida Statutes, is amended
5196      to read:
5197  617.1505  Effect of certificate of authority.—
5198  (1)     Unless the department determines that an application
5199      for a certificate of authority does not comply with the filing
5200      requirements of this chapter, upon payment of all filing fees, a
  Page 208 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
5201      certificate of authority authorizes the foreign corporation to
5202      which it is issued to conduct its affairs in this state subject,
5203      however, to the right of the department of State to suspend or
5204      revoke the certificate as provided in this chapter act.
5205  (2)     A foreign corporation with a valid certificate of
5206      authority has the same but no greater rights and has the same
5207      but no greater privileges as, and except as otherwise provided
5208      by this chapter act is subject to the same duties, restrictions,
5209      penalties, and liabilities now or later imposed on, a domestic
5210      corporation of like character.
5211  (3)     This act does not authorize this state to regulate the
5212      organization or internal affairs of a foreign corporation
5213      authorized to conduct its affairs in this state.
5214  Section 89.  Section 617.1506, Florida Statutes, is amended
5215      to read:
5216  617.1506  Corporate name of foreign corporation.—
5217  (1)     A foreign corporation whose name is unavailable under
5218      or whose name does not otherwise comply with s. 617.0401 must
5219      use an alternate name that complies with s. 617.0401 to transact
5220      business in this state. An alternate name adopted for use in
5221      this state must be cross-referenced to the actual name of the
5222      foreign corporation in the records of the Division of
5223      Corporations, provided that no cross-reference is required if
5224      the alternate name involves no more than adding the suffix
5225      "corporation" or "incorporated" or the abbreviation "Corp.," or
  Page 209 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
5226      "Inc.," or the designation "Corp" or "Inc" to the name; provided
5227      that the name of a foreign corporation may not contain the word
5228      "company" or the abbreviation "co." If the actual name of the
5229      foreign corporation subsequently becomes available in this state
5230      and the foreign corporation elects to operate in this state
5231      under its actual name, or the foreign corporation chooses to
5232      change its alternate name, a record approving the election or
5233      change, as the case may be, by its board of directors or by its
5234      members if such members are entitled to vote on such a record,
5235      and signed as required pursuant to s. 617.01201, must be
5236      delivered to the department for filing may not file an
5237      application for a certificate of authority unless the corporate
5238      name of such corporation satisfies the requirements of s.
5239      617.0401. To obtain or maintain a certificate of authority to
5240      transact business in this state, the foreign corporation:
5241  (a)     May add the word "corporation" or "incorporated" or
5242      the abbreviation "corp." or "inc." or words of like import,
5243      which clearly indicate that it is a corporation instead of a
5244      natural person or partnership or other business entity; however,
5245      the name of a foreign corporation may not contain the word
5246      "company" or the abbreviation "co."; or
5247  (b)     May use an alternate name to transact business in this
5248      state if its real name is unavailable. Any alternate corporate
5249      name adopted for use in this state must be cross-referenced to
5250      the real corporate name in the records of the Division of
  Page 210 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
5251      Corporations. If the real corporate name of the corporation
5252      becomes available in this state or if the corporation chooses to
5253      change its alternate name, a copy of the resolution of its board
5254      of directors, changing or withdrawing the alternate name and
5255      executed as required by s. 617.01201, must be delivered for
5256      filing.
5257  (2)     The corporate name, including the alternate name, of a
5258      foreign corporation must be distinguishable, within the records
5259      of the Division of Corporations, from:
5260  (a)     Any corporate name of a corporation for profit
5261      incorporated or authorized to transact business in this state.
5262  (b)     The alternate name of another foreign corporation
5263      authorized to transact business in this state.
5264  (c)     The corporate name of a nonprofit not-for-profit
5265      corporation incorporated or authorized to transact business in
5266      this state.
5267  (d)     The names of all other entities or filings, except
5268      fictitious name registrations pursuant to s. 865.09, organized,
5269      or registered under the laws of this state, that are on file
5270      with the Division of Corporations.
5271  (3)     A foreign corporation that adopts an alternate name
5272      under subsection (1) and obtains a certificate of authority with
5273      the alternate name need not comply with s. 865.09 with respect
5274      to the alternate name.
5275  (4)     So long as a foreign corporation maintains a
  Page 211 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
5276      certificate of authority with an alternate name, it may transact
5277      business in this state under the alternate name unless the
5278      foreign corporation is authorized under s. 865.09 to transact
5279      business in this state under another name.
5280  (5)     If a foreign corporation authorized to transact
5281      business in this state changes its corporate name to one that
5282      does not satisfy the requirements of s. 617.0401, such
5283      corporation may not transact business in this state under the
5284      changed name until the corporation adopts a name satisfying the
5285      requirements of s. 617.0401 and obtains an amended certificate
5286      of authority under s. 617.1504.
5287  (6)     Notwithstanding this section, a foreign corporation
5288      may register under a name that is not otherwise distinguishable
5289      on the records of another entity registered with the department
5290      if:
5291  (a)     The other entity consents to the use and submits an
5292      undertaking in a form satisfactory to the Secretary of State to
5293      change its name to a name that is distinguishable upon the
5294      records of the department from the name of the applying
5295      corporation; or
5296  (b)     The applicant delivers to the department a certified
5297      copy of a final judgment of a court of competent jurisdiction
5298      establishing the applicant's right to use the name applied for
5299      in the state.
5300  Section 90.  Subsections (2) and (3) of section 617.1507,
  Page 212 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
5301      Florida Statutes, are amended, and subsection (4), (5), and (6)
5302      are added to that section, to read:
5303  617.1507  Registered office and registered agent of foreign
5304      corporation.—
5305  (2)     Each initial A registered agent, and each appointed
5306      pursuant to this section or a successor registered agent
5307      appointed pursuant to s. 617.1508 on whom process may be served
5308      shall each file a statement in writing with the department of
5309      State, in the such form and manner as shall be prescribed by the
5310      department, accepting the appointment as a registered agent
5311      while simultaneously with his or her being designated as the
5312      registered agent. Such statement of acceptance shall state that
5313      the registered agent is familiar with, and accepts, the
5314      obligations of that position.
5315  (3)     The duties of a registered agent are:
5316  (a)     To forward to the foreign corporation at the address
5317      most recently supplied to the registered agent by the foreign
5318      corporation, a process, notice, or demand pertaining to the
5319      foreign corporation which is served on or received by the
5320      registered agent; and
5321  (b)     If the registered agent resigns, to provide the
5322      statement required under s. 617.1509 to the foreign corporation
5323      at the address most recently supplied to the registered agent by
5324      the foreign corporation For purposes of this section,
5325      "authorized entity" means:
  Page 213 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
5326  (a)     A corporation for profit;
5327  (b)     A limited liability company;
5328  (c)     A limited liability partnership; or
5329  (d)     A limited partnership, including a limited liability
5330      limited partnership.
5331  (4)     The department shall maintain an accurate record of
5332      the registered agents and registered offices for service of
5333      process and promptly furnish any information disclosed thereby
5334      upon request and payment of the required fee.
5335  (5)     A foreign corporation may not prosecute or maintain
5336      any action in a court in this state until the foreign
5337      corporation complies with this section, pays to the department
5338      the amounts required by this chapter, and, to the extent ordered
5339      by a court of competent jurisdiction, pays to the department a
5340      penalty of $5 for each day it has failed to so comply, or $500,
5341      whichever is less.
5342  (6)     A court may stay a proceeding commenced by a foreign
5343      corporation until the corporation complies with this section.
5344  Section 91.  Section 617.1508, Florida Statutes, is amended
5345      to read:
5346  617.1508  Change of registered office and registered agent
5347      of foreign corporation.—
5348  (1)     A foreign corporation authorized to conduct its
5349      affairs in this state may change its registered office or
5350      registered agent by delivering to the department of State for
  Page 214 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
5351      filing a statement of change that sets forth:
5352  (a)     Its name;
5353  (b)     The street address of its current registered office;
5354  (c)     If the current registered office is to be changed, the
5355      street address of its new registered office;
5356  (d)     The name of its current registered agent; and
5357  (e)     If the current registered agent is to be changed, the
5358      name of its new registered agent and the new agent's written
5359      consent described in s. 617.1507(3), (either on the statement or
5360      attached to it,) to the appointment;
5361  (f)     That, after the change or changes are made, the street
5362      address of its registered office and the business office of its
5363      registered agent will be identical; and
5364  (g)     That any such change was authorized by resolution duly
5365      adopted by its board of directors or by an officer of the
5366      corporation so authorized by the board of directors.
5367  (2)     A statement of change is effective when filed by the
5368      department.
5369  (3)     If a registered agent changes the name or street
5370      address of the registered agent's his or her business office,
5371      they he or she may change the name or street address of the
5372      registered office of any foreign corporation for which they are
5373      he or she is the registered agent by notifying the corporation
5374      in writing of the change and signing, (either manually or in
5375      facsimile,) and delivering to the department of State for filing
  Page 215 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
5376      a statement of change that complies with the requirements of
5377      paragraphs (1)(a)-(e) (1)(a)-(f) and recites that the
5378      corporation has been notified of the change.
5379  (4)     The changes described in this section may also be made
5380      on the foreign corporation's annual report or in an application
5381      for reinstatement filed with the department under s. 617.1422.
5382  Section 92.  Section 617.1509, Florida Statutes, is amended
5383      to read:
5384  617.1509  Resignation of registered agent of foreign
5385      corporation.—
5386  (1)     The registered agent of a foreign corporation may
5387      resign as agent his or her agency appointment by signing and
5388      delivering to the department of State for filing a statement of
5389      resignation and mailing a copy of such statement to the
5390      corporation at the corporation's principal office address shown
5391      in its most recent annual report or, if none, shown in its
5392      application for a certificate of authority or other most
5393      recently filed document. After delivering the statement of
5394      resignation to the department for filing, the registered agent
5395      must promptly mail a copy to the foreign corporation at its
5396      current mailing address The statement of resignation must state
5397      that a copy of such statement has been mailed to the corporation
5398      at the address so stated. The statement of resignation may
5399      include a statement that the registered office is also
5400      discontinued.
  Page 216 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
5401  (2)     A registered agent is terminated upon the earlier of:
5402  (a)     The 31st day after the department files the statement
5403      of resignation; or
5404  (b)     When a statement of change or other record designating
5405      a new registered agent is filed with the department The agency
5406      appointment is terminated as of the 31st day after the date on
5407      which the statement was filed and, unless otherwise provided in
5408      the statement, termination of the agency acts as a termination
5409      of the registered office.
5410  (3)     When a statement of resignation takes effect, the
5411      registered agent ceases to have responsibility for a matter
5412      thereafter tendered to them as agent for the foreign
5413      corporation. The resignation does not affect contractual rights
5414      that the foreign corporation has against the agent or that the
5415      agent has against the foreign corporation.
5416  (4)     A registered agent may resign from a foreign
5417      corporation regardless of whether the foreign corporation has
5418      active status.
5419  Section 93.  Section 617.15091, Florida Statutes, is
5420      created to read:
5421  617.15091  Delivery of notice or other communication.—
5422  (1)     Except as otherwise provided in this chapter,
5423      permissible means of delivery of a notice or other communication
5424      includes delivery by hand, the United States Postal Service, a
5425      commercial delivery service, and electronic transmission, all as
  Page 217 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
5426      more particularly described in s. 617.0141.
5427  (2)     Except as provided in subsection (3), delivery to the
5428      department is effective only when a notice or other
5429      communication is received by the department.
5430  (3)     If a check is mailed to the department for payment of
5431      an annual report fee, the check is deemed to have been received
5432      by the department as of the postmark date appearing on the
5433      envelope or package transmitting the check if the envelope or
5434      the package is received by the department.
5435  Section 94.  Section 617.1520, Florida Statutes, is amended
5436      to read:
5437  (Substantial rewording of section.
5438  See s. 617.1520, F.S., for present text.)
5439  617.1520  Withdrawal and cancellation of certificate of
5440      authority for foreign corporation.—
5441  (1)     To cancel its certificate of authority to conduct
5442      affairs in this state, a foreign corporation must deliver to the
5443      department for filing a notice of withdrawal of certificate of
5444      authority. The certificate of authority is canceled when the
5445      notice of withdrawal becomes effective pursuant to s. 617.0123.
5446      The notice of withdrawal of certificate of authority must be
5447      signed by an officer or a director and state all of the
5448      following:
5449  (a)     The name of the foreign corporation as it appears on
5450      the records with the department.
  Page 218 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
5451  (b)     The name of the foreign corporation's jurisdiction of
5452      incorporation.
5453  (c)     The date the foreign corporation was authorized to
5454      conduct affairs in this state.
5455  (d)     That the foreign corporation is withdrawing its
5456      certificate of authority in this state.
5457  (e)     That the foreign corporation revokes the authority of
5458      its registered agent to accept service on its behalf and
5459      appoints the Secretary of State as its agent for service of
5460      process based on a cause of action arising during the time it
5461      was authorized to conduct its affairs in this state.
5462  (f)     A mailing address and an e-mail address to which a
5463      party seeking to effectuate service of process may send a copy
5464      of any process served on the Secretary of State under paragraph
5465      (e).
5466  (g)     A commitment to notify the department in the future of
5467      any change in its mailing address or e-mail address.
5468  (2)     After the withdrawal of the foreign corporation is
5469      effective, service of process is on the Secretary of State using
5470      the procedures in s. 48.161 for service on the foreign
5471      corporation.
5472  Section 95.  Section 617.1521, Florida Statutes, is created
5473      to read:
5474  617.1521  Withdrawal of certificate of authority deemed on
5475      conversion to domestic filing entity.—A foreign corporation
  Page 219 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
5476      authorized to conduct affairs in this state that converts to a
5477      domestic corporation or another domestic eligible entity that is
5478      organized, incorporated, registered, or otherwise formed through
5479      the delivery of a record to the department for filing is deemed
5480      to have withdrawn its certificate of authority on the effective
5481      date of the conversion.
5482  Section 96.  Section 617.1522, Florida Statutes, is created
5483      to read:
5484  617.1522  Withdrawal on dissolution, merger, or conversion
5485      to certain non-filing entities.—
5486  (1)     A foreign corporation that is authorized to conduct
5487      affairs in this state that has dissolved and completed winding
5488      up, has merged into a foreign eligible entity that is not
5489      authorized to conduct affairs in this state, or has converted to
5490      a domestic or foreign eligible entity that is not organized,
5491      incorporated, registered, or otherwise formed through the public
5492      filing of a record, must deliver a notice of withdrawal of
5493      certificate of authority to the department for filing in
5494      accordance with s. 617.1520.
5495  (2)     After a withdrawal under this section of a foreign
5496      corporation that has converted to another type of entity is
5497      effective, service of process in any action or proceeding based
5498      on a cause of action arising during the time the foreign
5499      corporation was authorized to conduct affairs in this state may
5500      be made pursuant to s. 617.1510.
  Page 220 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
5501  Section 97.  Section 617.1523, Florida Statutes, is created
5502      to read:
5503  617.1523  Action against foreign corporation by Department
5504      of Legal Affairs.—The Department of Legal Affairs may maintain
5505      an action to enjoin a foreign corporation from conducting
5506      affairs in this state in violation of this chapter.
5507  Section 98.  Section 617.1530, Florida Statutes, is amended
5508      to read:
5509  617.1530  Grounds for Revocation of certificate of
5510      authority to transact business.—
5511  (1)     A conduct affairs.—The Department of State may
5512      commence a proceeding under s. 617.1531 to revoke the
5513      certificate of authority of a foreign corporation to transact
5514      business authorized to conduct its affairs in this state may be
5515      revoked by the department if:
5516  (a)(1)       The foreign corporation does not deliver has failed
5517      to file its annual report to with the department of State by 5
5518      p.m. Eastern Time on the third Friday in September of each
5519      year;.
5520  (b)(2)       The foreign corporation does not pay a fee or
5521      penalty due to, within the department under time required by
5522      this chapter; act, any fees, taxes, or penalties imposed by this
5523      act or other law.
5524  (c)(3)       The foreign corporation does not appoint and
5525      maintain is without a registered agent as required by s.
  Page 221 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
5526      617.1507; or registered office in this state for 30 days or
5527      more.
5528  (4)      The foreign corporation does not notify the Department
5529      of State under s. 617.1508 or s. 617.1509 that its registered
5530      agent has resigned or that its registered office has been
5531      discontinued within 30 days after the date of such resignation
5532      or discontinuance.
5533  (d)(5)       The foreign corporation does not deliver for filing
5534      a statement of a change under s. 617.1508 within 30 days after
5535      the change in the name or address of the agent has occurred,
5536      unless, within 30 days after the change occurred, either:
5537  1.      The registered agent files a statement of change under
5538      s. 617.1508; or
5539  2.      The change was made in accordance with s. 617.1508(4)
5540      or s. 617.1504(1)(e);
5541  (e)      The foreign corporation has failed to amend its
5542      certificate of authority to reflect a change in its name on the
5543      records of the department or its jurisdiction of incorporation;
5544  (f)      The foreign corporation's period of duration stated in
5545      its articles of incorporation has expired;
5546  (g)     An incorporator, director, officer, or agent of the
5547      foreign corporation signs signed a document that he or she knew
5548      was false in a any material respect with the intent that the
5549      document be delivered to the department of State for filing;.
5550  (h)(6)       The department receives a duly authenticated
  Page 222 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
5551      certificate from the secretary of state or other official having
5552      custody of corporate records in the jurisdiction under the law
5553      of which the foreign corporation is incorporated stating that it
5554      has been dissolved or is no longer active on the official's
5555      record; or disappeared as the result of a merger.
5556  (i)(7)       The foreign corporation has failed to answer
5557      truthfully and fully, within the time prescribed by this chapter
5558      act, interrogatories propounded by the department of State.
5559  (2)     Revocation of a foreign corporation's certificate of
5560      authority for failure to file an annual report shall occur on
5561      the fourth Friday in September of each year. The department
5562      shall issue a notice in a record of the revocation to the
5563      revoked foreign corporation. Issuance of the notice may be made
5564      by electronic transmission to a foreign corporation that has
5565      provided the department with an e-mail address.
5566  (3)     If the department determines that one or more grounds
5567      exist under paragraph (1)(b) for revoking a foreign
5568      corporation's certificate of authority, the department shall
5569      issue a notice in a record to the foreign corporation of the
5570      department's intent to revoke the certificate of authority.
5571      Issuance of the notice may be made by electronic transmission to
5572      a foreign corporation that has provided the department with an
5573      e-mail address.
5574  (4)     If, within 60 days after the department sends the
5575      notice of intent to revoke in accordance with subsection (3),
  Page 223 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
5576      and the foreign corporation does not correct each ground for
5577      revocation or demonstrate to the reasonable satisfaction of the
5578      department that each ground determined by the department does
5579      not exist, the department shall revoke the foreign corporation's
5580      authority to transact business in this state and issue a notice
5581      in a record of revocation which states the grounds for
5582      revocation. Issuance of the notice may be made by electronic
5583      transmission to a foreign corporation that has provided the
5584      department with an e-mail address.
5585  (5)     Revocation of a foreign corporation's certificate of
5586      authority does not terminate the authority of the registered
5587      agent of the corporation.
5588  Section 99.  Section 617.15315, Florida Statutes, is
5589      created to read:
5590  617.15315  Reinstatement following revocation.—
5591  (1)     A foreign corporation whose certificate of authority
5592      has been revoked pursuant to s. 617.1530 or former s. 617.1531
5593      may apply to the department for reinstatement at any time after
5594      the effective date of revocation of authority. The foreign
5595      corporation applying for reinstatement must submit all fees and
5596      penalties then owed by the foreign corporation at rates provided
5597      by law at the time the foreign corporation applies for
5598      reinstatement, together with an application for reinstatement
5599      prescribed and furnished by the department, which is signed by
5600      both the registered agent and an officer or director of the
  Page 224 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
5601      foreign corporation and states:
5602  (a)     The name under which the foreign corporation is
5603      authorized to conduct affairs in this state.
5604  (b)     The street address of the foreign corporation's
5605      principal office and mailing address.
5606  (c)     The jurisdiction of the foreign corporation's
5607      formation and the date on which it became qualified to conduct
5608      affairs in this state.
5609  (d)     The foreign corporation's federal employer
5610      identification number or, if none, whether one has been applied
5611      for.
5612  (e)     The name, title or capacity, and address of at least
5613      one officer or director of the foreign corporation.
5614  (f)     Additional information that is necessary or
5615      appropriate to enable the department to carry out this chapter.
5616  (2)     In lieu of the requirement to file an application for
5617      reinstatement as described in subsection (1), a foreign
5618      corporation whose certificate of authority has been revoked may
5619      submit all fees and penalties owed by the corporation at the
5620      rates provided by law at the time the corporation applies for
5621      reinstatement, together with a current annual report, signed by
5622      both the registered agent and an officer or director of the
5623      corporation, which contains the information described in
5624      subsection (1).
5625  (3)     If the department determines that an application for
  Page 225 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
5626      reinstatement contains the information required under subsection
5627      (1) or subsection (2) and that the information is correct, upon
5628      payment of all required fees and penalties, the department shall
5629      reinstate the foreign corporation's certificate of authority.
5630  (4)     When a reinstatement becomes effective, it relates
5631      back to and takes effect as of the effective date of the
5632      revocation of authority, and the foreign corporation may operate
5633      in this state as if the revocation of authority had never
5634      occurred.
5635  (5)     The name of the foreign corporation whose certificate
5636      of authority has been revoked is not available for assumption or
5637      use by another eligible entity until 1 year after the effective
5638      date of revocation of authority unless the corporation provides
5639      the department with a record signed as required by s. 617.01201,
5640      which authorizes the immediate assumption or use of the name by
5641      another eligible entity.
5642  (6)     If the name of the foreign corporation applying for
5643      reinstatement has been lawfully assumed in this state by another
5644      eligible entity, the department must require the foreign
5645      corporation to comply with s. 617.1506 before accepting its
5646      application for reinstatement.
5647  Section 100.  Section 617.1532, Florida Statutes, is
5648      amended to read:
5649  (Substantial rewording of section.
5650  See s. 617.1532, F.S., for present text.)
  Page 226 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
5651  617.1532  Judicial review of denial of reinstatement.—
5652  (1)     If the department denies a foreign corporation's
5653      application for reinstatement after revocation of its
5654      certificate of authority, the department shall serve the foreign
5655      corporation pursuant to s. 617.1510 with a written notice that
5656      explains the reasons for the denial.
5657  (2)     Within 30 days after service of a notice of denial of
5658      reinstatement, a foreign corporation may appeal the department's
5659      denial by petitioning the Circuit Court of Leon County to set
5660      aside the revocation. The petition must be served on the
5661      department and contain a copy of the department's notice of
5662      revocation, the foreign corporation's application for
5663      reinstatement, and the department's notice of denial.
5664  (3)     The circuit court may order the department to
5665      reinstate the certificate of authority of the foreign
5666      corporation or take other action the court considers
5667      appropriate.
5668  (4)     The circuit court's final decision may be appealed as
5669      in other civil proceedings.
5670  Section 101.  Section 617.1601, Florida Statutes, is
5671      amended to read:
5672  617.1601  Corporate records.—
5673  (1)     A corporation shall maintain the following records:
5674  (a)     Its articles of incorporation, as currently in effect.
5675  (b)     Its bylaws, as currently in effect.
  Page 227 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
5676  (c)     If the corporation has members, the minutes of all
5677      members' meetings and records of all action taken by members
5678      without a meeting for the past 3 years.
5679  (d)     The minutes of all meetings of its board of directors,
5680      a record of all actions taken by the board of directors without
5681      a meeting, and a record of all actions taken by a committee of
5682      the board of directors in place of the board of directors on
5683      behalf of the corporation.
5684  (e)     If the corporation has members, all written
5685      communications within the past 3 years to members generally or
5686      to members of a class, including the financial statements
5687      furnished for the past 3 years under s. 617.1605.
5688  (f)     A list of the names and business street addresses, or
5689      the home street addresses if there is no business street
5690      address, of its current directors and officers.
5691  (g)     Its most recent annual report delivered to the
5692      department under s. 617.1622 keep as records minutes of all
5693      meetings of its members and board of directors, a record of all
5694      actions taken by the members or board of directors without a
5695      meeting, and a record of all actions taken by a committee of the
5696      board of directors in place of the board of directors on behalf
5697      of the corporation.
5698  (2)     A corporation shall maintain accurate accounting
5699      records in a form that permits preparation of its financial
5700      statements as required by s. 617.1605.
  Page 228 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
5701  (3)     If a corporation has members, a corporation or its
5702      agent must shall maintain a record of its members in a form that
5703      permits preparation of a list of the names and addresses, which
5704      may be an e-mail address or other electronic contact
5705      information, of all members in alphabetical order by class of
5706      voting members. This subsection does not require the corporation
5707      to include the e-mail address or other electronic contact
5708      information of a member in such record.
5709  (4)     A corporation shall maintain the its records specified
5710      in this section in a manner that allows them to be made
5711      available for inspection written form or in another form capable
5712      of conversion into written form within a reasonable time.
5713  (5)     A corporation shall keep a copy of the following
5714      records:
5715  (a)     Its articles of incorporation or restated articles of
5716      incorporation and all amendments to them currently in effect.
5717  (b)     Its bylaws or restated bylaws and all amendments to
5718      them currently in effect.
5719  (c)     The minutes of all members' meetings and records of
5720      all action taken by members without a meeting for the past 3
5721      years.
5722  (d)     Written communications to all members generally or all
5723      members of a class within the past 3 years, including the
5724      financial statements furnished for the past 3 years under s.
5725      617.1605.
  Page 229 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
5726  (e)     A list of the names and business street, or home if
5727      there is no business street, addresses of its current directors
5728      and officers.
5729  (f)     Its most recent annual report delivered to the
5730      Department of State under s. 617.1622.
5731  Section 102.  Section 617.1602, Florida Statutes, is
5732      amended to read:
5733  617.1602  Inspection of records by members.—
5734  (1)     A member of a corporation is entitled to inspect and
5735      copy, during regular business hours at the corporation's
5736      principal office or at a reasonable location specified by the
5737      corporation, any of the records of the corporation described in
5738      s. 617.1601(1) s. 617.1601(5), excluding minutes of meetings of,
5739      and records of actions taken without a meeting by, the
5740      corporation's board of directors and any committee of the
5741      corporation, if the member delivers to gives the corporation
5742      written notice of the member's his or her demand at least 5 10
5743      business days before the date on which the member he or she
5744      wishes to inspect and copy.
5745  (2)     A member of a corporation is entitled to inspect and
5746      copy, during regular business hours at a reasonable location
5747      specified by the corporation, any of the following records of
5748      the corporation if the member meets the requirements of
5749      subsection (3) and gives the corporation written notice of the
5750      member's his or her demand at least 5 10 business days before
  Page 230 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
5751      the date on which the member he or she wishes to inspect and
5752      copy:
5753  (a)     Excerpts from minutes of any meeting of, or records of
5754      any actions taken without a meeting by, the corporation's board
5755      of directors and board committees of the corporation maintained
5756      in accordance with s. 617.1601(1)(d);, records of any action of
5757      a committee of the board of directors while acting in place of
5758      the board of directors on behalf of the corporation, minutes of
5759      any meeting of the members, and records of action taken by the
5760      members or board of directors without a meeting, to the extent
5761      not subject to inspection under subsection (1).
5762  (b)     Accounting records of the corporation;.
5763  (c)     The record of members maintained in accordance with s.
5764      617.1601(3); and.
5765  (d)     Any other books and records.
5766  (3)     A member may inspect and copy the records described in
5767      subsection (2) only if:
5768  (a)     The member's demand is made in good faith and for a
5769      proper purpose;
5770  (b)     The member's demand member describes with reasonable
5771      particularity the member's his or her purpose and the records
5772      the member he or she desires to inspect; and
5773  (c)     The records are directly connected with the member's
5774      purpose.
5775  (4)     The corporation may impose reasonable restrictions on
  Page 231 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
5776      the disclosure, use, or distribution of, and reasonable
5777      obligations to maintain the confidentiality of, records
5778      described in subsection (2).
5779  (5)     For any meeting of members for which the record date
5780      for determining members entitled to vote at the meeting is
5781      different than the record date for notice of the meeting, any
5782      person who becomes a member after the record date for notice of
5783      the meeting and is entitled to vote at the meeting is entitled
5784      to obtain from the corporation upon request the notice and any
5785      other information provided by the corporation to members in
5786      connection with the meeting, unless the corporation has made
5787      such information generally available to members by posting it on
5788      its website or by other generally recognized means. Failure of a
5789      corporation to provide such information does not affect the
5790      validity of action taken at the meeting.
5791  (6)     The right of inspection granted by this section may
5792      not be abolished or limited by a corporation's articles of
5793      incorporation or bylaws.
5794  (7)(4)       This section does not affect:
5795  (a)     The right of a member in litigation with the
5796      corporation to inspect and copy records to the same extent as
5797      any other litigant; or.
5798  (b)     The power of a court, independently of this chapter,
5799      to compel the production of corporate records for examination
5800      and to impose reasonable restrictions as provided in s.
  Page 232 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
5801      617.1604(3), provided that, in the case of production of records
5802      described in subsection (2) at the request of the member, the
5803      member has met the requirements of subsection (3).
5804  (8)(5)       A corporation may deny any demand for inspection
5805      made pursuant to subsection (2) if the demand was made for an
5806      improper purpose, or if the demanding member has within 2 years
5807      preceding the member's his or her demand sold or offered for
5808      sale any list of members of the corporation or any other
5809      corporation, has aided or abetted any person in procuring any
5810      list of members for any such purpose, or has improperly used any
5811      information secured through any prior examination of the records
5812      of the corporation or any other corporation.
5813  (9)     A member may not sell or otherwise distribute any
5814      information or records inspected under this section, except to
5815      the extent that such use is for a proper purpose.
5816  (10)        Without consent of the board of directors, a
5817      membership list or any part thereof may not be obtained or used
5818      by any person for any purpose unrelated to a member's interest
5819      as a member. Without limiting the foregoing, without the consent
5820      of the board, a membership list or any part thereof may not be:
5821  (a)     Used to solicit money or property unless the money or
5822      property will be used solely to solicit the votes of the
5823      members;
5824  (b)     Used for any commercial purpose; or
5825  (c)     Sold to or purchased by any person.
  Page 233 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
5826  (11)(6)       For purposes of this section, the term "member"
5827      includes a beneficial owner whose beneficial interest is shares
5828      are held in a voting trust or by a nominee on the individual's
5829      his or her behalf.
5830  (12)(7)       For purposes of this section, a "proper purpose"
5831      means a purpose reasonably related to such person's interest as
5832      a member.
5833  (13)        The rights of a member to obtain records under
5834      subsections (1) and (2) apply to the records of subsidiaries of
5835      the corporation.
5836  Section 103.  Section 617.1603, Florida Statutes, is
5837      amended to read:
5838  617.1603  Scope of inspection right.—
5839  (1)     A member's agent or attorney has the same inspection
5840      and copying rights as the member he or she represents.
5841  (2)     The corporation may, if deemed reasonable, satisfy the
5842      right of a member to copy records under s. 617.1602 by
5843      furnishing to the member copies by such means as are chosen by
5844      the corporation, including furnishing copies through electronic
5845      delivery The right to copy records under s. 617.1602 includes,
5846      if reasonable, the right to receive copies made by photographic,
5847      xerographic, or other means.
5848  (3)     The corporation may impose a reasonable charge,
5849      covering the costs of labor and material, for copies of any
5850      documents provided to the member. The charge may not exceed the
  Page 234 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
5851      estimated cost of production or reproduction of the records. If
5852      the records are kept in other than written form, the corporation
5853      must shall convert such records into written form upon the
5854      request of any person entitled to inspect the same. The
5855      corporation shall bear the reasonable costs of converting any
5856      records described in s. 617.1601(1) s. 617.1601(5). The
5857      requesting member shall bear the costs, including the cost of
5858      compiling the information requested, incurred to convert any
5859      records described in s. 617.1602(2).
5860  (4)     If requested by a member, the corporation shall comply
5861      with a member's demand to inspect the records of members under
5862      s. 617.1602(2)(c) by providing the member him or her with a list
5863      of its members of the nature described in s. 617.1601(3). Such a
5864      list must shall be compiled as of the last record date for which
5865      it has been compiled or as of a subsequent date if specified by
5866      the member.
5867  Section 104.  Section 617.1604, Florida Statutes, is
5868      amended to read:
5869  617.1604  Court-ordered inspection.—
5870  (1)     If a corporation does not, within a reasonable time,
5871      allow a member who complies with s. 617.1602 to inspect and copy
5872      any record, and the member complies with any prerequisites to
5873      inspection and copying imposed by this section, the member may
5874      apply to the circuit court in the county where the corporation's
5875      principal office, or, if none in this state, its registered
  Page 235 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
5876      office, is located for an order to permit inspection and copying
5877      of the records demanded. The court shall dispose of an
5878      application under this subsection on an expedited summary basis.
5879  (2)     If the court orders inspection or copying of the
5880      records demanded, it shall also order the corporation and the
5881      custodian of the particular records demanded to pay the member's
5882      costs, including reasonable attorney attorney's fees, reasonably
5883      incurred to obtain the order and enforce its rights under this
5884      section unless the corporation establishes that the corporation,
5885      or the officer, director, or agent, as the case may be, provides
5886      that it or he or she refused inspection in good faith because it
5887      or he or she had:
5888  (a)     A reasonable basis for doubt about the right of the
5889      member to inspect or copy the records demanded; or
5890  (b)     Required reasonable restrictions on the disclosure,
5891      use, or distribution of, and reasonable obligations to maintain
5892      the confidentiality of, such records demanded to which the
5893      demanding member had been unwilling to agree.
5894  (3)     If the court orders inspection or copying of the
5895      records demanded, it may impose reasonable restrictions on their
5896      confidentiality and the use or distribution of the records by
5897      the demanding member.
5898  Section 105.  Section 617.1605, Florida Statutes, is
5899      amended to read:
5900  617.1605  Financial reports for members.—
  Page 236 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
5901  (1)     A corporation, upon a member's written demand, shall
5902      furnish that member its latest annual financial statements,
5903      which may be consolidated or combined statements of the
5904      corporation and one or more of its subsidiaries or affiliates,
5905      as appropriate, and which include a balance sheet as of the end
5906      of the fiscal year and a statement of operations for that year.
5907      If financial statements are prepared for the corporation on the
5908      basis of generally accepted accounting principles, the annual
5909      financial statements must also be prepared on such basis.
5910  (2)     A corporation must deliver or make available the
5911      latest annual financial statements to such member within 5
5912      business days after the request if the annual financial
5913      statements have already been prepared and are available. If the
5914      annual financial statements have not been prepared for the
5915      fiscal year requested, the corporation must notify the member
5916      within 5 business days that the annual financial statements have
5917      not yet been prepared and must deliver or make available such
5918      annual financial statements to the member within 60 days after
5919      the corporation receives the request, or within such additional
5920      time thereafter as is reasonably necessary to enable the
5921      corporation to prepare its annual financial statements if, for
5922      reasons beyond the corporation's control, it is unable to
5923      prepare its annual financial statements within the prescribed
5924      period.
5925  (3)     A corporation may fulfill its responsibilities under
  Page 237 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
5926      this section by delivering the specified annual financial
5927      statements by posting the specified annual financial statements
5928      on its website or by any other generally recognized means.
5929  (4)     Notwithstanding subsections (1), (2), and (3):
5930  (a)     As a condition to delivering or making available
5931      annual financial statements to any requesting member, the
5932      corporation may require the requesting member to agree to
5933      reasonable restrictions on the confidentiality, use, and
5934      distribution of such annual financial statements; and
5935  (b)     The corporation may, if it reasonably determines that
5936      the member's request is not made in good faith or for a proper
5937      purpose, decline to deliver or make available such annual
5938      financial statements to that member.
5939  (5)     If a corporation does not respond to a member's
5940      request for annual financial statements pursuant to this section
5941      within the applicable period specified in subsection (2), all of
5942      the following apply:
5943  (a)     The requesting member may apply to the circuit court
5944      in the applicable county for an order requiring delivery of or
5945      access to the requested annual financial statements. The court
5946      shall dispose of an application under this subsection on an
5947      expedited basis.
5948  (b)     If the court orders delivery or access to the
5949      requested annual financial statements, it may impose reasonable
5950      restrictions on their confidentiality, use, or distribution.
  Page 238 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
5951  (c)     In such proceeding, if the corporation has declined to
5952      deliver or make available such annual financial statements
5953      because the member had been unwilling to agree to restrictions
5954      proposed by the corporation on the confidentiality, use, and
5955      distribution of such financial statements, the corporation has
5956      the burden of demonstrating that the restrictions proposed by
5957      the corporation were reasonable.
5958  (d)     In such a proceeding, if the corporation has declined
5959      to deliver or make available such annual financial statements
5960      pursuant to this section, the corporation has the burden of
5961      demonstrating that it reasonably determined that the member's
5962      request was not made in good faith or for a proper purpose.
5963  (6)     If the court orders delivery or access to the
5964      requested annual financial statements, it shall order the
5965      corporation to pay the member's expenses, including reasonable
5966      attorney fees, incurred to obtain such order unless the
5967      corporation establishes that it had refused delivery or access
5968      to the requested annual financial statements because the member
5969      had refused to agree to reasonable restrictions on the
5970      confidentiality, use, or distribution of the annual financial
5971      statements or that the corporation had reasonably determined
5972      that the member's request was not made in good faith or for a
5973      proper purpose.
5974  Section 106.  Section 617.16051, Florida Statutes, is
5975      created to read:
  Page 239 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
5976  617.16051  Inspection rights of directors.—
5977  (1)     A director of a corporation is entitled to inspect and
5978      copy the books, records, and documents of the corporation at any
5979      reasonable time to the extent reasonably related to the
5980      performance of the director's duties as a director, including
5981      duties as a member of a board committee, but not for any other
5982      purpose or in any manner that would violate any duty to the
5983      corporation or attorney-client privilege or work-product
5984      privilege of the corporation.
5985  (2)     The circuit court of the applicable county may order
5986      inspection and copying of the books, records, and documents at
5987      the corporation's expense, upon application of a director who
5988      has been refused such inspection rights, unless the corporation
5989      establishes that the director is not entitled to such inspection
5990      rights. The court shall dispose of an application under this
5991      subsection on an expedited basis.
5992  (3)     If an order is issued, the court may include
5993      provisions protecting the corporation from undue burden or
5994      expense and prohibiting the director from using information
5995      obtained upon exercise of the inspection rights in a manner that
5996      would violate a duty to the corporation, and may also order the
5997      corporation to reimburse the director for the director's costs,
5998      including reasonable attorney fees, incurred in connection with
5999      the application.
6000  Section 107.  Section 617.1622, Florida Statutes, is
  Page 240 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
6001      amended to read:
6002  617.1622  Annual report for department of State.—
6003  (1)     Each domestic corporation and each foreign corporation
6004      authorized to transact business conduct its affairs in this
6005      state shall deliver to the department of State for filing an a
6006      sworn annual report, on such form as the Department of State
6007      prescribes, that states the following sets forth:
6008  (a)     The name of the corporation or, if a foreign
6009      corporation, the name under which the foreign corporation is
6010      authorized to transact business in this state and the state or
6011      country under the law of which it is incorporated;
6012  (b)     The date of its incorporation and or, if a foreign
6013      corporation, the jurisdiction of its incorporation and the date
6014      on which it became qualified to transact business was admitted
6015      to conduct its affairs in this state;
6016  (c)     The street address of its the principal office and the
6017      mailing address of the corporation;
6018  (d)     The corporation's or foreign corporation's federal
6019      employer identification number, if any, or, if none, whether one
6020      has been applied for;
6021  (e)     The names and business street addresses of its
6022      directors and principal officers; and
6023  (f)     The street address of its registered office in this
6024      state and the name of its registered agent at that office; and
6025  (g)     Any such additional information that the department
  Page 241 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
6026      has identified as may be necessary or appropriate to enable the
6027      department of State to carry out the provisions of this chapter
6028      act.
6029  (2)     If an annual report contains the name and address of a
6030      registered agent which differs from the information shown in the
6031      records of the department immediately before the annual report
6032      becomes effective, the differing information in the annual
6033      report is considered a statement of change under s. 617.0502 or
6034      s. 617.1508, as the case may be The deposit of such report, on
6035      or before May 1, in the United States mail in a sealed envelope,
6036      properly addressed with postage prepaid, constitutes compliance
6037      with subsection (1).
6038  (3)     If an annual report does not contain the information
6039      required by this section subsection (1), the department of State
6040      shall promptly notify the reporting domestic corporation or
6041      foreign corporation in writing and return the report to it for
6042      correction. If the report is corrected to contain the
6043      information required by subsection (1) and delivered to the
6044      department of State within 30 days after the effective date of
6045      notice, it will is deemed to be considered timely delivered
6046      filed.
6047  (4)     Each annual report must be executed by the corporation
6048      by an officer or director or, if the corporation is in the hands
6049      of a receiver or trustee, must be executed on behalf of the
6050      corporation by such receiver or trustee, and the signing of the
  Page 242 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
6051      annual report shall have the same legal effect as if made under
6052      oath, without the necessity of appending such oath thereto.
6053      (5)     The first annual report must be delivered to the department
6054      of State between January 1 and May 1 of the year following the
6055      calendar year in which a domestic corporation's articles of
6056      incorporation became effective or a foreign corporation obtained
6057      its certificate of authority to transact business in this state
6058      corporation was incorporated or a foreign corporation was
6059      authorized to conduct affairs. Subsequent annual reports must be
6060      delivered to the department of State between January 1 and May 1
6061      of each the subsequent calendar year thereafter. If one or more
6062      forms of annual report are submitted for a calendar year, the
6063      department shall file each of them and make the information
6064      contained in them part of the official record. The first form of
6065      annual report filed in a calendar year shall be considered the
6066      annual report for that calendar year, and each report filed
6067      after that one in the same calendar year shall be treated as an
6068      amended report for that calendar year years.
6069  (5)(6)       Information in the annual report must be current as
6070      of the date the annual report is delivered to the department for
6071      filing executed on behalf of the corporation.
6072  (7)     If an additional report is received, the department
6073      shall file the document and make the information contained
6074      therein part of the official record.
6075  (6)(8)       Any domestic corporation or foreign corporation
  Page 243 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
6076      that fails to file an annual report that which complies with the
6077      requirements of this section may not prosecute or maintain or
6078      defend any action in any court of this state until the such
6079      report is filed and all fees and penalties taxes due under this
6080      chapter act are paid, and such corporation is subject to
6081      dissolution or cancellation of its certificate of authority to
6082      transact business conduct its affairs as provided in this
6083      chapter act.
6084  (7)(9)       The department shall prescribe the forms, which may
6085      be in an electronic format, on which to make the annual report
6086      called for in this section and may substitute the uniform
6087      business report, pursuant to s. 606.06, as a means of satisfying
6088      the requirement of this chapter section.
6089  (8)     As a condition of a merger under s. 617.1101, each
6090      party to a merger which exists under the laws of this state, and
6091      each party to a merger which exists under the laws of another
6092      jurisdiction and has a certificate of authority to transact
6093      business or conduct its affairs in this state, must be active
6094      and current in filing its annual reports in the records of the
6095      department through December 31 of the calendar year in which the
6096      articles of merger are submitted to the department for filing.
6097  (9)     As a condition of a conversion of an entity to a
6098      corporation under s. 617.1804, the entity, if it exists under
6099      the laws of this state or if it exists under the laws of another
6100      jurisdiction and has a certificate of authority to transact
  Page 244 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
6101      business or conduct its affairs in this state, must be active
6102      and current in filing its annual reports in the records of the
6103      department through December 31 of the calendar year in which the
6104      articles of conversion are submitted to the department for
6105      filing.
6106  (10)        As a condition of a conversion of a domestic
6107      corporation to another type of entity under s. 617.1804, the
6108      domestic corporation converting to the other type of entity must
6109      be active and current in filing its annual reports in the
6110      records of the department through December 31 of the calendar
6111      year in which the articles of conversion are submitted to the
6112      department for filing.
6113  (11)        As a condition of domestication of a domestic
6114      corporation into a foreign jurisdiction under s. 617.180301, the
6115      domestic corporation domesticating into a foreign jurisdiction
6116      must be active and current in filing its annual reports in the
6117      records of the department through December 31 of the calendar
6118      year in which the articles of domestication are submitted to the
6119      department for filing.
6120  Section 108.  Section 617.180301, Florida Statutes, is
6121      created to read:
6122  617.180301  Domestication.—
6123  (1)     By complying with this section and ss. 617.18031-
6124      617.18034, as applicable, a foreign corporation may become a
6125      domestic corporation if the domestication is permitted by the
  Page 245 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
6126      organic law of the foreign corporation.
6127  (2)     By complying with this section and ss. 617.18031-
6128      617.18034, as applicable, a domestic corporation may become a
6129      foreign corporation pursuant to a plan of domestication if the
6130      domestication is permitted by the organic law of the foreign
6131      corporation.
6132  (3)     In a domestication under subsection (2), the
6133      domesticating corporation must enter into a plan of
6134      domestication. The plan of domestication must include:
6135  (a)     The name of the domesticating corporation;
6136  (b)     The name and governing jurisdiction of the
6137      domesticated corporation;
6138  (c)     The manner and basis of cancelling or converting the
6139      eligible interests or other rights of the domesticating
6140      corporation into other eligible interests, other rights,
6141      obligations, rights to acquire eligible interests, cash, other
6142      property, other rights, or any combination of the foregoing of
6143      the domesticated corporation;
6144  (d)     The proposed organic rules of the domesticated
6145      corporation, which must be in writing; and
6146  (e)     The other terms and conditions of the domestication.
6147  (4)     In addition to the requirements of subsection (3), a
6148      plan of domestication may contain any other provision not
6149      prohibited by law.
6150  (5)     The terms of a plan of domestication may be made
  Page 246 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
6151      dependent upon facts objectively ascertainable outside the plan
6152      in accordance with s. 617.01201(10).
6153  (6)     If a protected agreement of a domesticating
6154      corporation in effect immediately before the domestication
6155      becomes effective contains a provision applying to a merger of
6156      the corporation and the agreement does not refer to a
6157      domestication of the corporation, the provision applies to a
6158      domestication of the corporation as if the domestication were a
6159      merger until such time as the provision is first amended after
6160      July 1, 2026.
6161  Section 109.  Section 617.18031, Florida Statutes, is
6162      created to read:
6163  617.18031  Action on a plan of domestication.—In the case
6164      of a domestication of a domestic corporation into a foreign
6165      jurisdiction, the plan of domestication must be adopted in the
6166      following manner:
6167  (1)     Except as otherwise provided in the articles of
6168      incorporation or bylaws, the plan of domestication must first be
6169      adopted by the board of directors of such domestic corporation.
6170      If the domesticating corporation does not have any members
6171      entitled to vote on the domestication, a plan of domestication
6172      is adopted by the corporation when it has been adopted by the
6173      board of directors pursuant to this section.
6174  (2)     If the domesticating corporation has members entitled
6175      to vote on the domestication, the plan of domestication must be
  Page 247 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
6176      approved by such members. In submitting the plan of
6177      domestication to the members for approval, the board of
6178      directors shall recommend that the members approve the plan,
6179      unless the board of directors makes a determination that because
6180      of conflicts of interest or other special circumstances it
6181      should not make such a recommendation, in which case the board
6182      of directors must inform the members of the basis for its so
6183      proceeding without such recommendation.
6184  (3)     The board of directors may set conditions for approval
6185      of the plan of domestication by the members or the effectiveness
6186      of the plan of domestication.
6187  (4)     If the plan of domestication is required to be
6188      approved by the members, and if the approval of the members is
6189      to be given at a meeting, the corporation must notify each
6190      member entitled to vote on the domestication of the meeting of
6191      members at which the plan of domestication is to be submitted
6192      for approval. The notice must state that the purpose, or one of
6193      the purposes, of the meeting is to consider the plan of
6194      domestication and must contain or be accompanied by a copy of
6195      the plan. The notice must include or be accompanied by a written
6196      copy of the organic rules of the domesticated corporation as
6197      they will be in effect immediately after the domestication.
6198  (5)     Unless this chapter, the articles of incorporation,
6199      the bylaws, or the board of directors acting pursuant to
6200      subsection (3) require a greater vote or a greater quorum in the
  Page 248 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
6201      respective case, approval of the plan of domestication requires:
6202  (a)     The approval of the members entitled to vote on the
6203      domestication at a meeting at which a quorum exists consisting
6204      of a majority of the votes entitled to be cast on the plan; and
6205  (b)     If any class of members is entitled to vote as a
6206      separate group on the plan of domestication, the approval of
6207      each class of members voting as a separate voting group at a
6208      meeting at which a quorum of the voting group exists consisting
6209      of a majority of the votes entitled to be cast on the plan by
6210      that voting group.
6211  (6)     The articles of incorporation may expressly limit or
6212      eliminate the separate voting rights provided in paragraph
6213      (5)(b) as to any class of members, except when the public
6214      organic rules of the foreign corporation resulting from the
6215      domestication include what would be in effect an amendment that
6216      would entitle the class to vote as a separate voting group if it
6217      were a proposed amendment of the articles of incorporation of a
6218      domestic domesticating corporation.
6219  (7)     If, as a result of a domestication, one or more
6220      members of a domestic domesticating corporation would become
6221      subject to interest holder liability, approval of the plan of
6222      domestication must require the signing in connection with the
6223      domestication, by each such member, of a separate written
6224      consent to become subject to such interest holder liability,
6225      unless in the case of a member that already has interest holder
  Page 249 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
6226      liability with respect to the domesticating corporation, the
6227      terms and conditions of the interest holder liability with
6228      respect to the domesticated corporation are substantially
6229      identical to those of the existing interest holder liability,
6230      other than for changes that eliminate or reduce such interest
6231      holder liability.
6232  (8)     In addition to the adoption and approval of the plan
6233      of domestication by the board of directors and any members
6234      entitled to vote on the domestication as required by this
6235      section, the plan of domestication must be approved in writing
6236      by any person or group of persons whose approval is required
6237      under the articles of incorporation or bylaws or whose approval
6238      is required to amend the articles of incorporation or bylaws.
6239  Section 110.  Section 617.18032, Florida Statutes, is
6240      created to read:
6241  617.18032  Articles of incorporation; effectiveness.—
6242  (1)     Articles of domestication must be signed by the
6243      domesticating corporation after:
6244  (a)     A plan of domestication of a domestic corporation has
6245      been adopted and approved as required by this chapter; or
6246  (b)     A foreign corporation that is the domesticating
6247      corporation has approved a domestication as required by this
6248      chapter and under the foreign corporation's organic law.
6249  (2)     Articles of domestication must set forth:
6250  (a)     The name of the domesticating corporation and its
  Page 250 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
6251      governing jurisdiction;
6252  (b)      The name and governing jurisdiction of the
6253      domesticated corporation; and
6254  (c)1.       If the domesticating corporation is a domestic
6255      corporation, a statement that the plan of domestication was
6256      approved in accordance with this chapter; or
6257  2.      If the domesticating corporation is a foreign
6258      corporation, a statement that the domestication was approved in
6259      accordance with its organic law.
6260  (3)      If the domesticated corporation is to be a domestic
6261      corporation, articles of incorporation of the domesticated
6262      corporation that satisfy the requirements of s. 617.0202 must be
6263      attached to the articles of domestication. Provisions that would
6264      not be required to be included in restated articles of
6265      incorporation may be omitted from the articles of incorporation
6266      attached to the articles of domestication.
6267  (4)      The articles of domestication shall be delivered to
6268      the department for filing and shall take effect on the effective
6269      date determined in accordance with s. 617.0123.
6270  (5)(a)       If the domesticated corporation is a domestic
6271      corporation, the domestication becomes effective when the
6272      articles of domestication are effective.
6273  (b)      If the domesticated corporation is a foreign
6274      corporation, the domestication becomes effective on the later of
6275      the date and time provided by the organic law of the
  Page 251 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
6276      domesticated corporation or when the articles of domestication
6277      are effective.
6278  (6)     If the domesticating corporation is a foreign
6279      corporation that is qualified to transact business in this state
6280      under ss. 617.1501-617.1532, its certificate of authority is
6281      automatically canceled when the domestication becomes effective.
6282  (7)     A copy of the articles of domestication, certified by
6283      the department, may be filed in the official records of any
6284      county in this state in which the domesticating corporation
6285      holds an interest in real property.
6286  Section 111.  Section 617.18033, Florida Statutes, is
6287      created to read:
6288  617.18033  Amendment of a plan of domestication;
6289      abandonment.—
6290  (1)     Except as otherwise provided in the plan of
6291      domestication and before the articles of domestication have
6292      taken effect, a plan of domestication of a domestic corporation
6293      adopted under s. 617.180301(3) may be amended:
6294  (a)     In the same manner as the plan of domestication was
6295      approved, if the plan does not provide for the manner in which
6296      it may be amended; or
6297  (b)     In the manner provided in the plan of domestication,
6298      except that an interest holder who was entitled to vote on or
6299      consent to approval of the plan is entitled to vote on or
6300      consent to any amendment of the plan which will change:
  Page 252 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
6301  1.      The amount or kind of eligible interests or other
6302      rights, obligations, rights to acquire eligible interests, cash,
6303      other property, other rights, or any combination of the
6304      foregoing, to be received by any of the interest holders of the
6305      domesticating corporation under the plan;
6306  2.      The organic rules of the domesticated corporation that
6307      are to be in writing and that will be in effect immediately
6308      after the domestication becomes effective, except for changes
6309      that do not require approval of the interest holder of the
6310      domesticated corporation under its proposed organic rules as set
6311      forth in the plan of domestication; or
6312  3.      Any of the other terms or conditions of the plan, if
6313      the change would adversely affect the interest holder in any
6314      material respect.
6315  (2)      After a plan of domestication has been adopted and
6316      approved by a domestic corporation as required by this chapter,
6317      and before the articles of domestication have become effective,
6318      the plan may be abandoned by the corporation in the same manner
6319      as the plan was approved by the corporation without action by
6320      its interest holders in accordance with any procedures set forth
6321      in the plan or, if no such procedures are set forth in the plan,
6322      in the manner determined by the board of directors of the
6323      domestic corporation.
6324  (3)      If a domestication is abandoned after the articles of
6325      domestication have been delivered to the department for filing
  Page 253 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
6326      but before the articles of domestication become effective, a
6327      statement of abandonment signed by the domesticating corporation
6328      must be delivered to the department for filing before the
6329      articles of domestication become effective. The statement shall
6330      take effect upon filing, and the domestication shall be deemed
6331      abandoned and may not become effective. The statement of
6332      abandonment must contain:
6333  (a)     The name of the domesticating corporation;
6334  (b)     The date on which the articles of domestication were
6335      filed by the department; and
6336  (c)     A statement that the domestication has been abandoned
6337      in accordance with this section.
6338  Section 112.  Section 617.18034, Florida Statutes, is
6339      created to read:
6340  617.18034  Effect of domestication.—
6341  (1)     When a domestication becomes effective:
6342  (a)     All real property and other property owned by the
6343      domesticating corporation, including any interests therein and
6344      all title thereto, and every contract right and other right
6345      possessed by the domesticating corporation, are the property,
6346      contract rights, and other rights of the domesticated
6347      corporation without transfer, reversion, or impairment;
6348  (b)     All debts, obligations, and other liabilities of the
6349      domesticating corporation are the debts, obligations, and other
6350      liabilities of the domesticated corporation;
  Page 254 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
6351  (c)      The name of the domesticated corporation may be, but
6352      need not be, substituted for the name of the domesticating
6353      corporation in any pending action or proceeding;
6354  (d)      The organic rules of the domesticated corporation
6355      become effective;
6356  (e)      The eligible interests or other rights of the
6357      domesticating corporation are cancelled or reclassified into
6358      eligible interests or other rights, obligations, rights to
6359      acquire eligible interests, cash, other property, or any
6360      combination of the foregoing, in accordance with the terms of
6361      the domestication, and the interest holders of the domesticating
6362      corporation are entitled only to the rights provided to them by
6363      those terms; and
6364  (f)      The domesticated corporation is:
6365  1.      Incorporated under and subject to the organic law of
6366      the domesticated corporation;
6367  2.      The same corporation, without interruption, as the
6368      domesticating corporation; and
6369  3.      Deemed to have been incorporated on the date the
6370      domesticating corporation was originally incorporated.
6371  (2)      Except as otherwise provided in the organic law or
6372      organic rules of a domesticating foreign corporation, the
6373      interest holder liability of an interest holder in a foreign
6374      corporation that is domesticated into this state who had
6375      interest holder liability with respect to such domesticating
  Page 255 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
6376      corporation before the domestication becomes effective must be
6377      as follows:
6378  (a)     The domestication does not discharge that prior
6379      interest holder liability with respect to any interest holder
6380      liabilities that arose before the domestication becomes
6381      effective.
6382  (b)     The organic law of the domesticating corporation must
6383      continue to apply to the collection or discharge of any interest
6384      holder liabilities preserved by paragraph (a), as if the
6385      domestication had not occurred.
6386  (c)     The interest holder shall have such rights of
6387      contribution from other persons as are provided by the organic
6388      law of the domesticating corporation with respect to any
6389      interest holder liabilities preserved by paragraph (a), as if
6390      the domestication had not occurred.
6391  (d)     The interest holder may not, by reason of such prior
6392      interest holder liability, have interest holder liability with
6393      respect to any interest holder liabilities that are incurred
6394      after the domestication becomes effective.
6395  (3)     An interest holder who becomes subject to interest
6396      holder liability in respect of the domesticated corporation as a
6397      result of the domestication has such interest holder liability
6398      only with respect to interest holder liabilities that arise
6399      after the domestication becomes effective.
6400  (4)     A domestication does not constitute or cause the
  Page 256 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
6401      dissolution of the domesticating corporation.
6402  (5)     Property held in trust or otherwise dedicated to a
6403      charitable purpose and held by a domestic or foreign corporation
6404      immediately before a domestication becomes effective may not, as
6405      a result of the domestication, be diverted from the purposes for
6406      which it was donated, granted, devised, or otherwise transferred
6407      except pursuant to the laws of this state addressing cy pres or
6408      dealing with nondiversion of charitable assets.
6409  (6)     A bequest, devise, gift, grant, or promise contained
6410      in a will or other instrument of donation, subscription, or
6411      conveyance which is made to the domesticating corporation, and
6412      which takes effect or remains payable after the domestication
6413      inures to the domesticated corporation.
6414  (7)     A trust obligation that would govern property if
6415      transferred to the domesticating corporation applies to property
6416      that is to be transferred to the domesticated corporation after
6417      the domestication takes effect.
6418  Section 113.  Section 617.1804, Florida Statutes, is
6419      created to read:
6420  617.1804  Conversion.—
6421  (1)     By complying with this chapter, including being
6422      eligible under s. 617.18041, adopting a plan of conversion in
6423      accordance with s. 617.18042, and complying with s. 617.18043, a
6424      domestic corporation may become:
6425  (a)     A domestic eligible entity, other than a domestic
  Page 257 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
6426      corporation; or
6427  (b)     If the conversion is permitted by the organic law of
6428      the foreign eligible entity, a foreign eligible entity.
6429  (2)     By complying with this section and ss. 617.18042-
6430      617.18046, as applicable, and applicable provisions of its
6431      organic law, a domestic eligible entity other than a domestic
6432      corporation may become a domestic corporation.
6433  (3)     By complying with this section and ss. 617.18042-
6434      617.18046, as applicable, and by complying with the applicable
6435      provisions of its organic law, a foreign eligible entity may
6436      become a domestic corporation, but only if the organic law of
6437      the foreign eligible entity permits it to become a nonprofit
6438      corporation in another jurisdiction.
6439  (4)     If a protected agreement of a domestic converting
6440      corporation in effect immediately before the conversion becomes
6441      effective contains a provision applying to a merger of the
6442      corporation that is a converting corporation and the agreement
6443      does not refer to a conversion of the corporation, the provision
6444      applies to a conversion of the corporation as if the conversion
6445      were a merger, until such time as the provision is first amended
6446      after July 1, 2026.
6447  Section 114.  Section 617.18041, Florida Statutes, is
6448      created to read:
6449  617.18041  Limitation on conversion.—A domestic corporation
6450      that holds property for a charitable purpose is prohibited from
  Page 258 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
6451      becoming a domestic eligible entity or a foreign eligible
6452      entity, except by domestication to become a foreign corporation.
6453  Section 115.  Section 617.18042, Florida Statutes, is
6454      created to read:
6455  617.18042  Plan of conversion.—
6456  (1)      A domestic corporation may convert to a domestic or
6457      foreign eligible entity under this chapter by approving a plan
6458      of conversion. The plan of conversion must include all of the
6459      following:
6460  (a)      The name of the domestic converting corporation.
6461  (b)      The name, governing jurisdiction, and type of entity
6462      of the converted eligible entity.
6463  (c)      The manner and basis of canceling or converting the
6464      eligible interests or other rights of the domestic corporation;
6465      or the rights to acquire eligible interests, obligations, other
6466      rights, or any combination of the foregoing of the domestic
6467      corporation, into:
6468  1.      Shares.
6469  2.      Other securities.
6470  3.      Eligible interests.
6471  4.      Obligations.
6472  5.      Rights to acquire shares, other securities, or eligible
6473      interests.
6474  6.      Cash.
6475  7.      Other property.
  Page 259 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
6476  8.      Other rights.
6477  (d)      The other terms and conditions of the conversion.
6478  (e)      The full text, as it will be in effect immediately
6479      after the conversion becomes effective, of the organic rules of
6480      the converted eligible entity, which are to be in writing.
6481  (2)      In addition to the requirements of subsection (1), a
6482      plan of conversion may contain any other provision not
6483      prohibited by law.
6484  (3)      The terms of a plan of conversion may be made
6485      dependent upon facts objectively ascertainable outside the plan
6486      in accordance with s. 617.01201(10).
6487  Section 116.  Section 617.18043, Florida Statutes, is
6488      created to read:
6489  617.18043  Action on a plan of conversion.—In the case of a
6490      conversion of a domestic corporation to a domestic or foreign
6491      eligible entity other than a domestic corporation, the plan of
6492      conversion must be adopted in the following manner:
6493  (1)      Except as provided in the articles of incorporation or
6494      bylaws, the plan of conversion must first be adopted by the
6495      board of directors of such domestic corporation. If the
6496      converting corporation does not have any members entitled to
6497      vote on the conversion, a plan of conversion is adopted by the
6498      corporation when it has been adopted by the board of directors
6499      pursuant to this section.
6500  (2)(a)       If the converting corporation has members entitled
  Page 260 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
6501      to vote on the conversion, the plan of conversion must then be
6502      approved by such members.
6503  (b)     In submitting the plan of conversion to the members
6504      for approval, the board of directors must recommend that the
6505      members approve the plan of conversion, unless the board of
6506      directors makes a determination that because of conflicts of
6507      interest or other special circumstances it should not make such
6508      a recommendation, in which case the board of directors must
6509      inform the members of the basis for proceeding without such
6510      recommendation.
6511  (3)     The board of directors may set conditions for approval
6512      of the plan of conversion by the members or the effectiveness of
6513      the plan of conversion.
6514  (4)     If a plan of conversion is required to be approved by
6515      the members, and if the approval of the members is to be given
6516      at a meeting, the corporation must notify each member entitled
6517      to vote on the conversion of the meeting of members at which the
6518      plan of conversion is to be submitted for approval. The notice
6519      must state that the purpose, or one of the purposes, of the
6520      meeting is to consider the plan of conversion and must contain
6521      or be accompanied by a copy of the plan. The notice must include
6522      or be accompanied by a written copy of the organic rules of the
6523      converted eligible entity as they will be in effect immediately
6524      after the conversion.
6525  (5)     Unless this chapter, the articles of incorporation,
  Page 261 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
6526      bylaws, or the board of directors acting pursuant to subsection
6527      (3) require a greater vote or a greater quorum in the respective
6528      case, approval of the plan of conversion requires:
6529  (a)     The approval of the members entitled to vote on the
6530      conversion at a meeting at which a quorum exists consisting of a
6531      majority of the votes entitled to be cast on the plan; and
6532  (b)     If any class of members is entitled to vote as a
6533      separate group on the plan of conversion, the approval of each
6534      class of members voting as a separate voting group at a meeting
6535      at which a quorum of the voting group exists consisting of a
6536      majority of the votes entitled to be cast on the plan by that
6537      voting group.
6538  (6)     If, as a result of the conversion, one or more members
6539      of the converting domestic corporation would become subject to
6540      interest holder liability, approval of the plan of conversion
6541      must require the signing in connection with the conversion, by
6542      each such member, of a separate written consent to become
6543      subject to such interest holder liability, unless in the case of
6544      a member that already has interest holder liability with respect
6545      to the converting corporation, the terms and conditions of the
6546      interest holder liability with respect to the converted entity
6547      are substantially identical to those of the existing interest
6548      holder liability, other than for changes that eliminate or
6549      reduce such interest holder liability.
6550  (7)     If the converted eligible entity is a partnership or
  Page 262 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
6551      limited partnership, a member of the converting domestic
6552      corporation may not, as a result of the conversion, become a
6553      general partner of the partnership or limited partnership,
6554      unless such member specifically consents in writing to becoming
6555      a general partner of such partnership or limited partnership,
6556      and, unless such written consent is obtained from each such
6557      member, such conversion may not become effective under s.
6558      617.18044. Any member providing such consent in writing is
6559      deemed to have voted in favor of the plan of conversion pursuant
6560      to which the member became a general partner.
6561  (8)     In addition to the adoption and approval of the plan
6562      of conversion by the board of directors and any members entitled
6563      to vote on the conversion as required by this section, the plan
6564      of conversion must also be approved in writing by any person or
6565      group of persons whose approval is required under the articles
6566      of incorporation or bylaws or whose approval is required to
6567      amend the articles of incorporation or bylaws.
6568  Section 117.  Section 617.18044, Florida Statutes, is
6569      created to read:
6570  617.18044  Articles of conversion; effectiveness.—
6571  (1)     After a plan of conversion of a domestic corporation
6572      has been adopted and approved as required by this chapter, or a
6573      domestic or foreign eligible entity, other than a domestic
6574      corporation, that is the converting eligible entity has approved
6575      a conversion as required by its organic law, articles of
  Page 263 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
6576      conversion must be signed by the converting eligible entity as
6577      required by s. 617.01201 and must:
6578  (a)      State the name, governing jurisdiction, and type of
6579      entity of the converting eligible entity;
6580  (b)      State the name, governing jurisdiction, and type of
6581      entity of the converted eligible entity;
6582  (c)      If the converting eligible entity is:
6583  1.      A domestic corporation, state that the plan of
6584      conversion was approved in accordance with this chapter; or
6585  2.      A domestic or foreign eligible entity other than a
6586      domestic corporation, state that the conversion was approved by
6587      the eligible entity in accordance with its organic law; and
6588  (d)      If the converted eligible entity is:
6589  1.      A domestic corporation or a domestic or foreign
6590      eligible entity that is not a domestic corporation, attach the
6591      public organic record of the converted eligible entity, except
6592      that provisions that would not be required to be included in a
6593      restated public organic record may be omitted; or
6594  2.      A domestic limited liability partnership, attach the
6595      filing or filings required to become a domestic limited
6596      liability partnership.
6597  (2)      If the converted eligible entity is a domestic
6598      corporation, its articles of incorporation must satisfy the
6599      requirements of s. 617.0202, except that provisions that would
6600      not be required to be included in restated articles of
  Page 264 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
6601      incorporation may be omitted from the articles of incorporation.
6602      If the converted eligible entity is a domestic eligible entity
6603      that is not a domestic corporation, its public organic record,
6604      if any, must satisfy the applicable requirements of the organic
6605      law of this state, except that the public organic record does
6606      not need to be signed.
6607  (3)      The articles of conversion must be delivered to the
6608      department for filing and shall take effect on the effective
6609      date determined in accordance with s. 617.0123.
6610  (4)(a)       If the converted eligible entity is a domestic
6611      eligible entity, the conversion becomes effective when the
6612      articles of conversion are effective.
6613  (b)      If the converted eligible entity is a foreign eligible
6614      entity, the conversion becomes effective at the later of:
6615  1.      The date and time provided by the organic law of that
6616      eligible entity; or
6617  2.      When the articles of conversion take effect.
6618  (5)      Articles of conversion required to be filed under this
6619      section may be combined with any filing required under the
6620      organic law of a domestic eligible entity that is the converting
6621      eligible entity or the converted eligible entity if the combined
6622      filing satisfies the requirements of both this section and the
6623      other organic law.
6624  (6)      If the converting eligible entity is a foreign
6625      eligible entity that is authorized to transact business in this
  Page 265 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
6626      state under a law similar to ss. 617.1501-617.1532, its foreign
6627      qualification is canceled automatically on the effective date of
6628      its conversion.
6629  (7)      A copy of the articles of conversion, certified by the
6630      department, may be filed in the official records of any county
6631      in this state in which the converting eligible entity holds an
6632      interest in real property.
6633  Section 118.  Section 617.18045, Florida Statutes, is
6634      created to read:
6635  617.18045  Amendment to a plan of conversion; abandonment.—
6636  (1)      Except as otherwise provided in the plan of conversion
6637      and before the articles of conversion have taken effect, a plan
6638      of conversion of a converting eligible entity that is a domestic
6639      corporation may be amended:
6640  (a)      In the same manner as the plan of conversion was
6641      approved, if the plan does not provide for the manner in which
6642      it may be amended; or
6643  (b)      In the manner provided in the plan of conversion,
6644      except that an interest holder that was entitled to vote on or
6645      consent to approval of the plan is entitled to vote on or
6646      consent to any amendment of the plan which will change:
6647  1.      The amount or kind of interests; obligations; rights to
6648      acquire other interests; cash; other property; or any
6649      combination of the foregoing, to be received by any of the
6650      interest holders of the converting corporation under the plan;
  Page 266 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
6651  2.      The organic rules of the converted eligible entity
6652      which will be in effect immediately after the conversion becomes
6653      effective, except for changes that do not require approval of
6654      the eligible interest holders of the converted eligible entity
6655      under its organic law or organic rules; or
6656  3.      Any other terms or conditions of the plan, if the
6657      change would adversely affect such interest holders in any
6658      material respect.
6659  (2)      After a plan of conversion has been adopted and
6660      approved by a converting eligible entity that is a domestic
6661      corporation in the manner required by this chapter and before
6662      the articles of conversion become effective, the plan may be
6663      abandoned by the domestic corporation without action by its
6664      interest holders in accordance with any procedures set forth in
6665      the plan or, if no such procedures are set forth in the plan, in
6666      the manner determined by the board of directors of the domestic
6667      corporation.
6668  (3)      If a conversion is abandoned after the articles of
6669      conversion have been delivered to the department for filing but
6670      before the articles of conversion have become effective, a
6671      statement of abandonment signed by the converting eligible
6672      entity must be delivered to the department for filing before the
6673      articles of conversion become effective. The statement takes
6674      effect upon filing, and the conversion is deemed abandoned and
6675      may not become effective. The statement of abandonment must
  Page 267 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
6676      contain:
6677  (a)     The name of the converting eligible entity;
6678  (b)     The date on which the articles of conversion were
6679      filed by the department; and
6680  (c)     A statement that the conversion has been abandoned in
6681      accordance with this section.
6682  Section 119.  Section 617.18046, Florida Statutes, is
6683      created to read:
6684  617.18046  Effect of conversion.—
6685  (1)     When a conversion becomes effective:
6686  (a)     All real property and other property owned by the
6687      converting eligible entity, including any interest therein and
6688      all title thereto, and every contract right and other right
6689      possessed by the converting eligible entity remain the property,
6690      contract rights, and other rights of the converted eligible
6691      entity without transfer, reversion, or impairment;
6692  (b)     All debts, obligations, and other liabilities of the
6693      converting eligible entity remain the debts, obligations, and
6694      other liabilities of the converted eligible entity;
6695  (c)     The name of the converted eligible entity may be
6696      substituted for the name of the converting eligible entity in
6697      any pending action or proceeding;
6698  (d)     If the converted eligible entity is a filing entity, a
6699      domestic corporation, or a domestic or foreign corporation, its
6700      public organic record and its private organic rules become
  Page 268 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
6701      effective;
6702  (e)      If the converted eligible entity is a nonfiling
6703      entity, its private organic rules become effective;
6704  (f)      If the converted eligible entity is a limited
6705      liability partnership, the filing required to become a limited
6706      liability partnership and its private organic rules become
6707      effective;
6708  (g)      The shares; obligations; eligible interests; other
6709      securities; and rights to acquire shares, obligations, eligible
6710      interests, or other securities of the converting eligible entity
6711      are reclassified into shares; obligations; eligible interests;
6712      other securities; and rights to acquire shares, obligations,
6713      eligible interests, or other securities; or eligible interests,
6714      cash; other property; or any combination of the foregoing, in
6715      accordance with the terms of the conversion, and the members or
6716      interest holders of the converting eligible entity are entitled
6717      only to the rights provided to them by those terms or under the
6718      organic law of the converting eligible entity; and
6719  (h)      The converted eligible entity is:
6720  1.      Deemed to be incorporated or organized under and
6721      subject to the organic law of the converted eligible entity;
6722  2.      Deemed to be the same entity without interruption as
6723      the converting eligible entity; and
6724  3.      Deemed to have been incorporated or otherwise organized
6725      on the date that the converting eligible entity was originally
  Page 269 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
6726      incorporated or organized.
6727  (2)     Except as otherwise provided in the articles of
6728      incorporation or bylaws of a domestic corporation or the organic
6729      law or organic rules of a domestic or foreign eligible entity
6730      other than a domestic corporation, a member or eligible interest
6731      holder who becomes subject to interest holder liability in
6732      respect of a domestic corporation or domestic or foreign
6733      eligible entity other than a domestic corporation as a result of
6734      the conversion shall have such interest holder liability only in
6735      respect of interest holder liabilities that arise after the
6736      conversion becomes effective.
6737  (3)     Except as otherwise provided in the organic law or the
6738      organic rules of the domestic or foreign eligible entity, the
6739      interest holder liability of an interest holder in a converting
6740      eligible entity that converts to a domestic corporation who had
6741      interest holder liability in respect of such converting eligible
6742      entity before the conversion becomes effective is as follows:
6743  (a)     The conversion does not discharge that prior interest
6744      holder liability with respect to any interest holder liabilities
6745      that arose before the conversion became effective.
6746  (b)     The organic law of the eligible entity continues to
6747      apply to the collection or discharge of any interest holder
6748      liabilities preserved by paragraph (a), as if the conversion had
6749      not occurred.
6750  (c)     The eligible interest holder has such rights of
  Page 270 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
6751      contribution from other persons as are provided by the organic
6752      law of the eligible entity with respect to any interest holder
6753      liabilities preserved by paragraph (a), as if the conversion had
6754      not occurred.
6755  (d)     The eligible interest holder may not, by reason of
6756      such prior interest holder liability, have interest holder
6757      liability with respect to any interest holder liabilities that
6758      arise after the conversion becomes effective.
6759  (4)     A conversion does not require the converting eligible
6760      entity to wind up its affairs and does not constitute or cause
6761      the dissolution or termination of the entity.
6762  (5)     Property held for charitable purposes under the laws
6763      of this state by a domestic or foreign eligible entity
6764      immediately before a conversion becomes effective may not, as a
6765      result of the conversion, be diverted from the purposes for
6766      which it was donated, granted, devised, or otherwise transferred
6767      except and to the extent permitted by or pursuant to the laws of
6768      this state addressing cy pres or dealing with nondiversion of
6769      charitable assets.
6770  (6)     Any bequest, devise, gift, grant, or promise contained
6771      in a will or other instrument of donation, subscription, or
6772      conveyance which is made to the converting eligible entity and
6773      which takes effect or remains payable after the conversion
6774      inures to the converted eligible entity.
6775  (7)     A trust obligation that would govern property if
  Page 271 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
6776      transferred to the converting eligible entity applies to
6777      property that is to be transferred to the converted eligible
6778      entity after the conversion becomes effective.
6779  Section 120.  Section 617.2005, Florida Statutes, is
6780      amended to read:
6781  617.2005  Extinct churches and religious societies;
6782      dissolution.—Any church or religious society in this state which
6783      has ceased or failed to maintain religious worship or service,
6784      or to use its property for religious worship or services
6785      according to the tenets, usages, and customs of a church of the
6786      denomination of which it is a member in this state for the space
6787      of 2 consecutive years, or whose membership has so diminished in
6788      numbers or in financial strength as to render it impossible for
6789      such church or society to maintain religious worship or
6790      services, or to protect its property from exposure to waste and
6791      dilapidation for a period of 2 years, shall be extinct. Upon an
6792      action filed by a member of the church or religious society, the
6793      facts being established to the satisfaction of the circuit court
6794      in and for the county in which such church or society has been
6795      situated, an order of such court may be made dissolving the
6796      church or religious society and the property of such church or
6797      society, or the property which may be held in trust for such
6798      church or society, may by court order be transferred to and the
6799      title and possession thereof vested in the denomination of which
6800      such church or society was a member. A copy of the decree of
  Page 272 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
6801      dissolution must shall be filed with the department of State.
6802  Section 121.  Section 617.2006, Florida Statutes, is
6803      amended to read:
6804  617.2006  Incorporation of labor unions or bodies.—
6805  (1)     Any group or combination of groups of workers or wage
6806      earners, bearing the name labor, organized labor, federation of
6807      labor, brotherhood of labor, union labor, union labor committee,
6808      trade union, trades union, union labor council, building trades
6809      council, building trades union, allied trades union, central
6810      labor body, central labor union, federated trades council, local
6811      union, state union, national union, international union,
6812      district labor council, district labor union, American
6813      Federation of Labor, Florida Federation of Labor, or any
6814      component parts or significant words of such terms, whether the
6815      same be used in juxtaposition or with interspace, may be
6816      incorporated under this chapter act.
6817  (2)(1)       In addition to the requirements of ss. 617.02011
6818      and 617.0202, the articles of incorporation for a labor union or
6819      body must shall set forth the necessity for the incorporation,
6820      shall be subscribed to by not less than five persons, and shall
6821      be acknowledged by all of the subscribers, who shall also make
6822      and subscribe to an oath, to be endorsed on the articles of
6823      incorporation, that it is intended in good faith to carry out
6824      the purposes and objects set forth in the articles of
6825      incorporation. The articles of incorporation shall be filed in
  Page 273 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
6826      the office of the clerk of the circuit court of the county in
6827      which the labor union or body is organized, and the approval of
6828      the judge of the circuit court shall be obtained.
6829  (2)     The subscribers of the articles of incorporation shall
6830      give notice of their intention to obtain approval thereof by the
6831      circuit judge. Such notice shall state the name of the judge,
6832      the date the articles of incorporation will be presented, and
6833      the general nature and necessity of the articles of
6834      incorporation. Notice shall be published in a newspaper of
6835      general circulation in the county in which the labor union or
6836      body is organized at least once, or posted at the courthouse
6837      door in counties having no newspapers, at least 10 days prior to
6838      the date the articles of incorporation will be presented to the
6839      judge.
6840  (3)     When presented to the judge, the articles of
6841      incorporation shall be accompanied by a petition, signed and
6842      sworn to by the subscribers, stating fully the aims and purposes
6843      of such organization and the necessity therefor.
6844  (4)     Upon the filing of the articles of incorporation and
6845      the petition, and the giving of such notice, the circuit judge
6846      to whom such petition may be addressed shall, upon the date
6847      stated in such notice, take testimony and inquire into the
6848      admissions and purposes of such organization and the necessity
6849      therefor, and upon such hearing, if the circuit judge shall be
6850      satisfied that the allegations set forth in the petition and
  Page 274 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
6851      articles of incorporation have been substantiated, and shall
6852      find that such organization will not be harmful to the community
6853      in which it proposes to operate, or to the state, and that it is
6854      intended in good faith to carry out the purposes and objects set
6855      forth in the articles of incorporation, and that there is a
6856      necessity therefor, the judge shall approve the articles of
6857      incorporation and endorse his or her approval thereon. Upon the
6858      filing of the articles of incorporation with its endorsements
6859      thereupon with the Department of State and payment of the filing
6860      fees specified in s. 617.0122, the subscribers and their
6861      associates and successors shall be a corporation by the name
6862      given.
6863  (5)     Any person may intervene by filing an answer to the
6864      petition stating his or her reasons, if any, and be heard
6865      thereon, why the circuit judge shall not approve the articles of
6866      incorporation.
6867  (6)     The existence, amendment of the articles of
6868      incorporation, and dissolution of any such corporation shall be
6869      in accordance with this act.
6870  Section 122.  Subsection (7) of section 39.8298, Florida
6871      Statutes, is amended to read:
6872  39.8298       Guardian ad Litem direct-support organization.—
6873  (7)     LIMITS ON DIRECT-SUPPORT ORGANIZATION.—The direct-
6874      support organization shall not exercise any power under s.
6875      617.0302(11) or (15) s. 617.0302(12) or (16). No state employee
  Page 275 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
6876      shall receive compensation from the direct-support organization
6877      for service on the board of directors or for services rendered
6878      to the direct-support organization.
6879  Section 123.  Paragraph (a) of subsection (2) of section
6880      381.00316, Florida Statutes, is amended to read:
6881  381.00316  Discrimination by governmental and business
6882      entities based on health care choices; prohibition.—
6883  (2)     As used in this section, the term:
6884  (a)     "Business entity" has the same meaning as in s.
6885      606.03. The term also includes a charitable organization as
6886      defined in s. 496.404, a nonprofit corporation not for profit as
6887      defined in s. 617.01401, or any other business operating in this
6888      state.
6889  Section 124.  Subsection (6) of section 605.1025, Florida
6890      Statutes, is amended to read:
6891  605.1025  Articles of merger.—
6892  (6)     A limited liability company is not required to deliver
6893      articles of merger for filing pursuant to subsection (1) if the
6894      limited liability company is named as a merging entity or
6895      surviving entity in articles of merger or a certificate of
6896      merger filed for the same merger in accordance with s. 607.1105,
6897      s. 617.1108, s. 620.2108(3), or s. 620.8918(3), and if such
6898      articles of merger or certificate of merger substantially comply
6899      with the requirements of this section. In such a case, the other
6900      articles of merger or certificate of merger may also be used for
  Page 276 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
6901      purposes of subsection (5).
6902  Section 125.  Section 617.0102, Florida Statutes, is
6903      amended to read:
6904  617.0102  Reservation of power to amend or repeal.—The
6905      Legislature has the power to amend or repeal all or part of this
6906      chapter act at any time, and all domestic and foreign
6907      corporations subject to this chapter act shall be governed by
6908      the amendment or repeal.
6909  Section 126.  Section 617.0121, Florida Statutes, is
6910      amended to read:
6911  617.0121  Forms.—
6912  (1)     The department of State may prescribe and furnish on
6913      request forms for:
6914  (a)     An application for certificate of status,
6915  (b)     A foreign corporation's application for certificate of
6916      authority to conduct its affairs in the state,
6917  (c)     A foreign corporation's application for certificate of
6918      withdrawal, and
6919  (d)     The annual report, for which the department may
6920      prescribe the use of the uniform business report, pursuant to s.
6921      606.06.
6922
6923      If the department of State so requires, the use of these forms
6924      are shall be mandatory.
6925  (2)     The department of State may prescribe and furnish on
  Page 277 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
6926      request forms for other documents required or permitted to be
6927      filed by this chapter act, but their use may shall not be
6928      mandatory.
6929  Section 127.  Section 617.0122, Florida Statutes, is
6930      amended to read:
6931  617.0122  Fees for filing documents and issuing
6932      certificates.—The department of State shall collect the
6933      following fees on documents delivered to the department for
6934      filing:
6935  (1)     Articles of incorporation: $35.
6936  (2)     Application for registered name: $87.50.
6937  (3)     Application for renewal of registered name: $87.50.
6938  (4)     Corporation's statement of change of registered agent
6939      or registered office or both if not included on the annual
6940      report: $35.
6941  (5)     Designation of and acceptance by registered agent:
6942      $35.
6943  (6)     Agent's statement of resignation from a corporation
6944      that has not been dissolved: $87.50.
6945  (7)     Agent's statement of resignation from a dissolved
6946      corporation or a composite statement of resignation from two or
6947      more dissolved corporations pursuant to s. 617.05021(1)(b) s.
6948      617.0502(2)(b): $35.
6949  (8)     Amendment of articles of incorporation: $35.
6950  (9)     Restatement of articles of incorporation with
  Page 278 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
6951      amendment of articles: $35.
6952  (10)        Articles of merger for each party thereto: $35.
6953  (11)        Articles of dissolution: $35.
6954  (12)        Articles of revocation of dissolution: $35.
6955  (13)        Application for reinstatement following
6956      administrative dissolution: $175.
6957  (14)        Application for certificate of authority to transact
6958      business in this state by a foreign corporation: $35.
6959  (15)        Application for amended certificate of authority:
6960      $35.
6961  (16)        Application for certificate of withdrawal by a
6962      foreign corporation: $35.
6963  (17)        Annual report: $61.25.
6964  (18)        Articles of correction: $35.
6965  (19)        Application for certificate of status: $8.75.
6966  (20)        Certified copy of document: $52.50.
6967  (21)        Serving as agent for substitute service of process:
6968      $87.50.
6969  (22)        Certificate of conversion of a limited agricultural
6970      association to a domestic corporation: $35.
6971  (23)        Any other document required or permitted to be filed
6972      by this chapter: $35.
6973
6974      Any citizen support organization that is required by rule of the
6975      Department of Environmental Protection to be formed as a
  Page 279 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
6976      nonprofit organization and is under contract with the Department
6977      of Environmental Protection department is exempt from any fees
6978      required for incorporation as a nonprofit organization, and the
6979      Secretary of State may not assess any such fees if the citizen
6980      support organization is certified by the Department of
6981      Environmental Protection to the Secretary of State as being
6982      under contract with the Department of Environmental Protection.
6983  Section 128.  Section 617.0125, Florida Statutes, is
6984      amended to read:
6985  617.0125  Filing duties of the department of State.—
6986  (1)     If a document delivered to the department for filing
6987      satisfies the requirements of s. 617.01201, the department shall
6988      file it.
6989  (2)     The department files a document by stamping or
6990      otherwise endorsing "filed," together with the Secretary of
6991      State's official title and the date and time of receipt. After
6992      filing a document, the department shall send a notice of the
6993      filing to the electronic mail address on file for the domestic
6994      or foreign corporation or its representative or send a copy of
6995      the document to the mailing address of such corporation or its
6996      representative. If the record changes the electronic mail
6997      address of the domestic or foreign corporation, the department
6998      must send such notice to the new electronic mail address and to
6999      the most recent prior electronic mail address. If the record
7000      changes the mailing address of the domestic or foreign
  Page 280 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
7001      corporation, the department must send such notice to the new
7002      mailing address and to the most recent prior mailing address.
7003  (3)     If the department refuses to file a document, it shall
7004      return it to the domestic or foreign corporation or its
7005      representative within 15 days after the document was received
7006      for filing, together with a brief, written explanation of the
7007      reason for refusal.
7008  (4)     The department's duty to file documents under this
7009      section is ministerial. The filing or refusing to file a
7010      document does not:
7011  (a)     Affect the validity or invalidity of the document in
7012      whole or part;
7013  (b)     Relate to the correctness or incorrectness of
7014      information contained in the document; or
7015  (c)     Create a presumption that the document is valid or
7016      invalid or that information contained in the document is correct
7017      or incorrect.
7018  (5)     If not otherwise provided by law and the provisions of
7019      this chapter act, the department shall determine, by rule, the
7020      appropriate format for, number of copies of, manner of execution
7021      of, method of electronic transmission of, and amount of and
7022      method of payment of fees for, any document placed under its
7023      jurisdiction.
7024  Section 129.  Section 617.02011, Florida Statutes, is
7025      amended to read:
  Page 281 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
7026  617.02011  Incorporators.—One or more persons may act as
7027      the incorporator or incorporators of a corporation by delivering
7028      articles of incorporation to the department of State for filing.
7029  Section 130.  Subsection (2) of section 617.0203, Florida
7030      Statutes, is amended to read:
7031  617.0203  Incorporation.—
7032  (2)     The department's Department of State's filing of the
7033      articles of incorporation, and the original recorded charter or
7034      certified copy of the charter of a corporation which has not
7035      been reincorporated under s. 617.0901, is conclusive proof that
7036      the incorporators satisfied all conditions precedent to
7037      incorporation and that the corporation has been incorporated
7038      under this chapter act, except in a proceeding by the state to
7039      cancel or revoke the incorporation or involuntarily dissolve the
7040      corporation.
7041  Section 131.  Subsection (2) of section 617.0205, Florida
7042      Statutes, is amended to read:
7043  617.0205  Organizational meeting of directors.—
7044  (2)     Action required or permitted by this chapter act to be
7045      taken by incorporators or directors at an organizational meeting
7046      may be taken without a meeting if the action taken is evidenced
7047      by one or more written consents describing the action taken and
7048      signed by each incorporator or director.
7049  Section 132.  Section 617.0301, Florida Statutes, is
7050      amended to read:
  Page 282 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
7051  617.0301  Purposes and application.—Corporations may be
7052      organized under this chapter act for any lawful purpose or
7053      purposes not for pecuniary profit and not specifically
7054      prohibited to corporations under other laws of this state. Such
7055      purposes include, without limitation, charitable, benevolent,
7056      eleemosynary, educational, historical, civic, patriotic,
7057      political, religious, social, fraternal, literary, cultural,
7058      athletic, scientific, agricultural, horticultural, animal
7059      husbandry, and professional, commercial, industrial, or trade
7060      association purposes. If special provisions are made, by law,
7061      for the organization of designated classes of nonprofit
7062      corporations not for profit, such corporations must shall be
7063      formed under such provisions and not under this chapter act.
7064  Section 133.  Subsection (2) of section 617.0504, Florida
7065      Statutes, is amended to read:
7066  617.0504  Serving process, giving notice, or making a
7067      demand on a corporation.—
7068  (2)     Any notice to or demand on a corporation made pursuant
7069      to this chapter act may be made to the chair of the board, the
7070      president, any vice president, the secretary, the treasurer, the
7071      registered agent of the corporation at the registered office of
7072      the corporation in this state, or any address in this state that
7073      is in fact the principal office of the corporation in this
7074      state.
7075  Section 134.  Section 617.0806, Florida Statutes, is
  Page 283 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
7076      amended to read:
7077  617.0806  Staggered terms for directors.—The articles of
7078      incorporation or bylaws may provide that directors be divided
7079      into classes. Each director shall hold office for the term to
7080      which such director he or she is elected or appointed and until
7081      such director's his or her successor has been elected or
7082      appointed and qualified or until such director's his or her
7083      earlier resignation, removal from office, or death.
7084  Section 135.  Subsection (4) of section 617.0824, Florida
7085      Statutes, is amended to read:
7086  617.0824  Quorum and voting.—
7087  (4)     A director of a corporation who is present at a
7088      meeting of the board of directors or a committee of the board of
7089      directors when corporate action is taken is deemed to have
7090      assented to the action taken unless:
7091  (a)     The director objects, at the beginning of the meeting
7092      or promptly upon such director's his or her arrival, to holding
7093      the meeting or transacting specified affairs at the meeting; or
7094  (b)     The director votes against or abstains from the action
7095      taken.
7096  Section 136.  Subsections (3), (4), and (7) of section
7097      617.0825, Florida Statutes, are amended to read:
7098  617.0825  Board committees and advisory committees.—
7099  (3)     To the extent provided by the board of directors in a
7100      resolution or in the articles of incorporation or the bylaws of
  Page 284 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
7101      the corporation, each such committee has shall have and may
7102      exercise powers and authority of the board of directors, except
7103      that no such committee does not shall have the power or
7104      authority to:
7105  (a)     Approve or recommend to members actions or proposals
7106      required by this chapter act to be approved by members.
7107  (b)     Fill vacancies on the board of directors or any
7108      committee thereof.
7109  (c)     Adopt, amend, or repeal the bylaws.
7110  (4)     Unless the articles of incorporation or the bylaws
7111      provide otherwise, ss. 617.0820, 617.0823, and 617.0824 ss.
7112      617.0820, 617.0822, 617.0823, and 617.0824, which govern
7113      meetings, notice and waiver of notice, and quorum and voting
7114      requirements of the board of directors, apply to committees and
7115      their members as well.
7116  (7)     Neither The designation of any such committee, the
7117      delegation thereto of authority, or nor action by such committee
7118      pursuant to such authority does not shall alone constitute
7119      compliance by any member of the board of directors not a member
7120      of the committee in question with such member's his or her
7121      responsibility to act in good faith, in a manner such member he
7122      or she reasonably believes to be in the best interests of the
7123      corporation, and with such care as an ordinarily prudent person
7124      in a like position would use under similar circumstances.
7125  Section 137.  Section 617.0831, Florida Statutes, is
  Page 285 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
7126      amended to read:
7127  617.0831  Indemnification and liability of officers,
7128      directors, employees, and agents.— Sections Except as provided
7129      in s. 617.0834, s. 607.0831 and ss. 607.0850-607.0859 apply to a
7130      corporation organized under this chapter act and a rural
7131      electric cooperative organized under chapter 425. Any reference
7132      to "directors" in those sections includes the directors,
7133      managers, or trustees of a corporation organized under this
7134      chapter act or of a rural electric cooperative organized under
7135      chapter 425. However, the term "director" as used in s. 607.0831
7136      and ss. 607.0850-607.0859 does not include a director appointed
7137      by the developer to the board of directors of a condominium
7138      association under chapter 718, a cooperative association under
7139      chapter 719, a homeowners' association defined in s. 720.301, or
7140      a timeshare managing entity under chapter 721. Any reference to
7141      "shareholders" in those sections includes members of a
7142      corporation organized under this chapter act and members of a
7143      rural electric cooperative organized under chapter 425.
7144  Section 138.  Section 617.0901, Florida Statutes, is
7145      amended to read:
7146  617.0901  Reincorporation.—
7147  (1)     Any corporation which has a charter approved by a
7148      circuit judge under former chapter 617, Florida Statutes (1989),
7149      or a charter granted by the Legislature of this state, on or
7150      prior to September 1, 1959, the effective date of chapter 59-
  Page 286 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
7151      427, Laws of Florida, may reincorporate under this chapter act
7152      by filing with the department of State a copy of its charter and
7153      all amendments thereto, certified by the clerk of the circuit
7154      court of the county wherein recorded, as to charters and
7155      amendments granted by circuit judges, and by the department of
7156      State, as to legislative charters, together with a certificate
7157      containing the provisions required in original articles of
7158      incorporation by s. 617.0202, and accepting the provisions of
7159      this chapter act.
7160  (2)     A certificate of reincorporation must be executed in
7161      accordance with s. 617.01201, and it must show that its issuance
7162      was duly authorized by a meeting of its members regularly
7163      called, or if there are no members entitled to vote on
7164      reincorporation, by a meeting of its board of directors. Upon
7165      the filing of a certificate of reincorporation in accordance
7166      with s. 617.01201, the corporation is shall be deemed to be
7167      incorporated under this chapter act and the certificate
7168      constitutes shall constitute its articles of incorporation.
7169  (3)     The corporation shall then be entitled to and be
7170      possessed of all the privileges, franchises, and powers as if
7171      originally incorporated under this chapter act, and all the
7172      properties, rights, and privileges belonging to the corporation
7173      before prior to reincorporation, which were acquired by gift,
7174      grant, conveyance, assignment, or otherwise are hereby ratified,
7175      approved, confirmed, and assured to the corporation with like
  Page 287 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
7176      effect and to all intents and purposes as if they had been
7177      originally acquired pursuant to incorporation under this chapter
7178      act. However, any corporation reincorporating under this chapter
7179      is act shall be subject to all the contracts, duties, and
7180      obligations resting upon the corporation before prior to
7181      reincorporation or to which the corporation is shall then be in
7182      any way liable.
7183  Section 139.  Subsection (2) of section 617.1008, Florida
7184      Statutes, is amended to read:
7185  617.1008  Amendment pursuant to reorganization.—
7186  (2)     The individual or individuals designated by the court
7187      shall deliver to the department of State for filing articles of
7188      amendment setting forth:
7189  (a)     The name of the corporation;
7190  (b)     The text of each amendment approved by the court;
7191  (c)     The date of the court's order or decree approving the
7192      articles of amendment;
7193  (d)     The title of the reorganization proceeding in which
7194      the order or decree was entered; and
7195  (e)     A statement that the court had jurisdiction of the
7196      proceeding under federal or state law.
7197  Section 140.  Section 617.1009, Florida Statutes, is
7198      amended to read:
7199  617.1009  Effect of amendment.—An amendment to articles of
7200      incorporation does not affect a cause of action existing against
  Page 288 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
7201      or in favor of the corporation, a proceeding to which the
7202      corporation is a party, or the existing rights of persons other
7203      than members of the corporation. An amendment changing a
7204      corporation's name does not affect abate a proceeding brought by
7205      or against the corporation in its former name.
7206  Section 141.  Subsection (3) of section 617.1404, Florida
7207      Statutes, is amended to read:
7208  617.1404  Revocation of dissolution.—
7209  (3)     After the revocation of dissolution is authorized, the
7210      corporation may revoke the dissolution by delivering to the
7211      department of State for filing articles of revocation of
7212      dissolution, together with a copy of its articles of
7213      dissolution, that set forth:
7214  (a)     The name of the corporation;
7215  (b)     The effective date of the dissolution that was
7216      revoked;
7217  (c)     The date that the revocation of dissolution was
7218      authorized;
7219  (d)     If the corporation's board of directors revoked a
7220      dissolution authorized by the members, a statement that
7221      revocation was permitted by action by the board of directors
7222      alone pursuant to that authorization; and
7223  (e)     If member action was required to revoke the
7224      dissolution, the information required by s. 617.1403(1)(b) or
7225      (c), whichever is applicable.
  Page 289 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
7226  Section 142.  Subsection (1) of section 617.1422, Florida
7227      Statutes, is amended, and subsection (4) of that section is
7228      reenacted, to read:
7229  617.1422  Reinstatement following administrative
7230      dissolution.—
7231  (1)     A corporation administratively dissolved under s.
7232      617.1421 may apply to the department for reinstatement at any
7233      time after the effective date of dissolution. The corporation
7234      must submit a reinstatement form prescribed and furnished by the
7235      department or a current uniform business annual report signed by
7236      a registered agent and an officer or director and submit all
7237      fees owed by the corporation and computed at the rate provided
7238      by law at the time the corporation applies for reinstatement.
7239  (4)     The name of the dissolved corporation is not available
7240      for assumption or use by another corporation until 1 year after
7241      the effective date of dissolution unless the dissolved
7242      corporation provides the department with an affidavit executed
7243      pursuant to s. 617.01201 authorizing the immediate assumption or
7244      use of the name by another corporation.
7245  Section 143.  Subsections (2) and (3) of section 617.1423,
7246      Florida Statutes, are amended to read:
7247  617.1423  Appeal from denial of reinstatement.—
7248  (2)     After exhaustion of administrative remedies, the
7249      corporation may appeal the denial of reinstatement to the
7250      appropriate court as provided in s. 120.68 within 30 days after
  Page 290 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
7251      service of the notice of denial is perfected. The corporation
7252      appeals by petitioning the court to set aside the dissolution
7253      and attaching to the petition copies of the department's
7254      department of State's certificate of dissolution, the
7255      corporation's application for reinstatement, and the
7256      department's notice of denial.
7257  (3)     The court may summarily order the department of State
7258      to reinstate the dissolved corporation or may take other action
7259      the court considers appropriate.
7260  Section 144.  Subsection (1) of section 617.1501, Florida
7261      Statutes, is amended to read:
7262  617.1501  Authority of foreign corporation to conduct
7263      affairs required.—
7264  (1)     A foreign corporation may not conduct its affairs in
7265      this state until it obtains a certificate of authority from the
7266      department of State.
7267  Section 145.  Subsection (2) of section 617.1510, Florida
7268      Statutes, is amended to read:
7269  617.1510  Serving process, giving notice, or making a
7270      demand on a foreign corporation.—
7271  (2)     Any notice to or demand on a foreign corporation made
7272      pursuant to this chapter act may be made in accordance with the
7273      procedures for notice to or demand on domestic corporations
7274      under s. 617.0504.
7275  Section 146.  Section 617.1606, Florida Statutes, is
  Page 291 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
7276      amended to read:
7277  617.1606  Access to records.—Sections 617.1601-617.16051
7278      617.1601-617.1605 do not apply to a corporation that is an
7279      association, as defined in s. 720.301, or a corporation
7280      regulated under chapter 718 or chapter 719.
7281  Section 147.  Paragraphs (a), (b), (d), and (e) of
7282      subsection (1) of section 617.1623, Florida Statutes, are
7283      amended, to read:
7284  617.1623  Corporate information available to the public;
7285      application to corporations incorporated by circuit courts and
7286      by special act of the Legislature.—
7287  (1)(a)       Each corporation incorporated in this state shall
7288      maintain a registered agent and registered office in accordance
7289      with s. 617.0501, and current information regarding the
7290      corporations incorporated in this state must shall be readily
7291      available to the public. At a minimum, such information must
7292      include the text of the charter or articles of incorporation and
7293      all amendments thereto, the name of the corporation, the date of
7294      incorporation, the street address of the principal office of the
7295      corporation, the corporation's federal employer identification
7296      number, the name and business street address of each officer,
7297      the name and business street address of each director, the name
7298      of its registered agent, and the street address of its
7299      registered office.
7300  (b)     Any corporation which has a charter approved by a
  Page 292 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
7301      circuit judge under former chapter 617, Florida Statutes 1989,
7302      or a charter granted by the Legislature on or before September
7303      1, 1959, the effective date of chapter 59-427, Laws of Florida,
7304      must file with the department of State, not later than July 1,
7305      1992, a copy of its charter and all amendments thereto,
7306      certified by the clerk of the circuit court of the county
7307      wherein recorded, together with a registration containing the
7308      provisions required in paragraph (a), as to charters and
7309      amendments granted by circuit judges, and by the department of
7310      State, as to legislative charters, and the corporation
7311      thereafter is shall be subject to the requirements of ss.
7312      617.0501 and 617.1622.
7313  (d)     Any corporation dissolved pursuant to paragraph (c)
7314      shall be reinstated upon application to the department of State,
7315      signed by an officer or director thereof, accompanied by a copy
7316      of its charter and all amendments thereto, certified by the
7317      clerk of the circuit court of the county wherein recorded, as to
7318      charters and amendments granted by circuit judges, and by the
7319      department of State, as to legislative charters, together with a
7320      registration containing the provisions required in paragraph
7321      (a), and the payment of all fees due from the time of
7322      dissolution computed at the rate provided by law at the time the
7323      corporation applies for reinstatement.
7324  (e)     Whenever the application for reinstatement is approved
7325      and filed by the department of State, the corporate existence is
  Page 293 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
7326      shall be deemed to have continued without interruption from the
7327      date of dissolution. The reinstatement terminates any personal
7328      liability of the directors, officers, or agents of the
7329      corporation incurred on account of actions taken during the
7330      period between dissolution and reinstatement. Upon
7331      reinstatement, the corporation is shall be subject to the
7332      requirements of ss. 617.0501 and 617.1622.
7333  Section 148.  Section 617.1701, Florida Statutes, is
7334      amended to read:
7335  617.1701  Application to existing domestic corporation.—
7336      This chapter act applies to all domestic corporations in
7337      existence on July 1, 1991, that were incorporated under any
7338      general statute of this state providing for incorporation of
7339      nonprofit corporations not for profit if power to amend or
7340      repeal the statute under which the corporation was incorporated
7341      was reserved.
7342  Section 149.  Section 617.1702, Florida Statutes, is
7343      amended to read:
7344  617.1702  Application to qualified foreign corporations.—A
7345      foreign corporation authorized to conduct its affairs in this
7346      state on July 1, 1991, is subject to this chapter act but is not
7347      required to obtain a new certificate of authority to conduct its
7348      affairs under this chapter act.
7349  Section 150.  Subsection (2) of section 617.1703, Florida
7350      Statutes, is amended to read:
  Page 294 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
7351  617.1703  Application of chapter.—
7352  (2)     Sections The provisions of ss. 617.0605-617.0608 do
7353      not apply to corporations regulated by any of the foregoing
7354      chapters or to any other corporation where membership in the
7355      corporation is required pursuant to a document recorded in the
7356      county's official county property records.
7357  Section 151.  Section 617.1711, Florida Statutes, is
7358      amended to read:
7359  617.1711  Application to foreign and interstate commerce.—
7360      The provisions of This chapter applies act apply to commerce
7361      with foreign nations and among the several states only insofar
7362      as such commerce may be permitted under the Constitution and
7363      laws of the United States.
7364  Section 152.  Section 617.1808, Florida Statutes, is
7365      amended to read:
7366  617.1808  Application of chapter act to corporation
7367      converted to nonprofit corporation not for profit.—All the
7368      provisions of This chapter act relating to corporations not for
7369      profit, except insofar as they are inconsistent with ss.
7370      617.1804-617.18046, apply ss. 617.1805, 617.1806, and 617.1807,
7371      shall be applicable to any for profit corporation whose
7372      character has been changed under ss. 617.1804-617.18046 ss.
7373      617.1805, 617.1806, and 617.1807 and shall henceforth govern
7374      such corporation.
7375  Section 153.  Section 617.1809, Florida Statutes, is
  Page 295 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
7376      amended to read:
7377  617.1809  Limited agricultural association; conversion to a
7378      domestic corporation not for profit.—
7379  (1)     As used in this section, the term "limited
7380      agricultural association" or "association" means a limited
7381      agricultural association formed under ss. 604.09-604.14.
7382  (2)     A limited agricultural association may convert to a
7383      domestic corporation not for profit by filing the following
7384      documents with the department in accordance with s. 617.01201:
7385  (a)     A certificate of conversion, which must be executed by
7386      a person authorized in s. 617.01201(6) and such other persons
7387      that may be required in the association's articles of
7388      association or bylaws.
7389  (b)     Articles of incorporation, which must comply with s.
7390      617.0202 and be executed by a person authorized in s.
7391      617.01201(6).
7392  (3)     The certificate of conversion must include:
7393  (a)     The date upon which the association was initially
7394      formed under ss. 604.09-604.14.
7395  (b)     The name of the association immediately before filing
7396      the certificate of conversion.
7397  (c)     The name of the domestic corporation as set forth in
7398      its articles of incorporation.
7399  (d)     The effective date of the conversion. If the
7400      conversion does not take effect upon filing the certificate of
  Page 296 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
7401      conversion and articles of incorporation, the delayed effective
7402      date for the conversion, subject to the limitation in s.
7403      617.0123(1) s. 617.0123(2), must be a date certain and the same
7404      as the effective date of the articles of incorporation.
7405  (4)     When the certificate of conversion and articles of
7406      incorporation are filed with the department, or upon the delayed
7407      effective date, the association is converted to the domestic
7408      corporation, and the corporation becomes subject to this
7409      chapter. However, notwithstanding s. 617.0123, the existence of
7410      the corporation is deemed to have commenced when the association
7411      was initially formed under ss. 604.09-604.14.
7412  (5)     Conversion of a limited agricultural association to a
7413      domestic corporation does not affect any obligation or liability
7414      of the association that was incurred before the conversion.
7415  (6)     When a conversion takes effect under this section, all
7416      rights, privileges, and powers of the converting association,
7417      all property, real, personal, and mixed, and all debts due to
7418      the association, as well as all other assets and causes of
7419      action belonging to the association, are vested in the domestic
7420      corporation to which the association is converted and are the
7421      property of the corporation as they were of the association. The
7422      title to any real property that is vested by deed or otherwise
7423      in the converting association does not revert and is not
7424      impaired by the operation of this chapter, but all rights of
7425      creditors and all liens upon any property of the association are
  Page 297 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
7426      preserved unimpaired, and all debts, liabilities, and duties of
7427      the association attach to the domestic corporation and are
7428      enforceable against it to the same extent as if the debts,
7429      liabilities, and duties had been incurred or contracted by the
7430      corporation.
7431  (7)     The limited agricultural association is not required
7432      to wind up its affairs or pay its liabilities and distribute its
7433      assets. Conversion does not constitute a dissolution of the
7434      association but is a continuation of the association's existence
7435      in the form of the domestic corporation.
7436  (8)     Before a limited agricultural association may file a
7437      certificate of conversion with the department, unless otherwise
7438      specified in the association's articles of association or
7439      bylaws, the conversion must be approved by a majority vote of
7440      the association's members, and the articles of incorporation
7441      must be approved by the same authorization required for approval
7442      of the conversion. As part of the approval, the converting
7443      association may provide a plan or other record of conversion
7444      which describes the manner and basis of converting the
7445      membership interests in the association into membership
7446      interests in the domestic corporation. The plan or other record
7447      may also contain other provisions relating to the conversion,
7448      including, but not limited to, the right of the converting
7449      association to abandon the proposed conversion or an effective
7450      date for the conversion that is consistent with paragraph
  Page 298 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
7451      (3)(d).
7452  Section 154.  Section 617.1904, Florida Statutes, is
7453      amended to read:
7454  617.1904  Estoppel.—A No body of persons acting as a
7455      corporation may not shall be permitted to set up the lack of
7456      legal organization as a defense to an action against them as a
7457      corporation, nor may shall any person sued on a contract made
7458      with the corporation or sued for an injury to its property or a
7459      wrong done to its interests be permitted to set up the lack of
7460      such legal organization in such person's his or her defense.
7461  Section 155.  Subsection (2) of section 617.1907, Florida
7462      Statutes, is amended to read:
7463  617.1907  Effect of repeal or amendment of prior acts.—
7464  (2)     If a penalty or punishment imposed for violation of a
7465      statute repealed or amended by this chapter is reduced by this
7466      chapter act, the penalty or punishment if not already imposed
7467      shall be imposed in accordance with this chapter.
7468  Section 156.  Section 617.1908, Florida Statutes, is
7469      amended to read:
7470  617.1908  Applicability of Florida Business Corporation
7471      Act.—Except as made applicable by specific reference in any
7472      other section of this chapter, part I of chapter 607, the
7473      Florida Business Corporation Act, does not apply to any
7474      nonprofit corporations not for profit.
7475  Section 157.  Section 617.2001, Florida Statutes, is
  Page 299 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
7476      amended to read:
7477  617.2001  Corporations which may be incorporated hereunder;
7478      incorporation of certain medical services corporations.—
7479  (1)     Corporations may be organized and incorporated under
7480      this chapter act for any one or more lawful purposes not for
7481      pecuniary profit. However, nonprofit corporations not for profit
7482      which may be incorporated under any other law of this state
7483      governing particular types of corporations may not be
7484      incorporated under this chapter act.
7485  (2)     A nonprofit corporation not for profit organized
7486      before prior to December 1, 1987, pursuant to the provisions of
7487      chapter 85-56, Laws of Florida, or to the provisions of s. 2,
7488      chapter 87-296, Laws of Florida, may conduct the practice of
7489      medicine, conduct programs of medical education, and carry on
7490      major medical research efforts.
7491  Section 158.  Section 617.2002, Florida Statutes, is
7492      amended to read:
7493  617.2002  Nonprofit corporation not for profit organized
7494      pursuant to s. 2, ch. 87-296; requirements.—A nonprofit
7495      corporation not for profit organized pursuant to the provisions
7496      of s. 2, chapter 87-296, Laws of Florida, must meet the
7497      following requirements:
7498  (1)     At least 25 percent of its physicians must have a
7499      full-time contract for the provision of medical services with
7500      the corporation, be currently certified as specialists by the
  Page 300 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
7501      appropriate American specialty boards accredited by the Council
7502      on Medical Education of the American Medical Association, and
7503      have clinical privileges at one or more hospitals in this state.
7504  (2)     A hospital owned by a corporation organized pursuant
7505      to s. 2, chapter 87-296, Laws of Florida, must provide Medicaid
7506      and charity care.
7507  Section 159.  Section 617.2003, Florida Statutes, is
7508      amended to read:
7509  617.2003  Proceedings to revoke articles of incorporation
7510      or charter or prevent its use.—If any member or citizen
7511      complains to the Department of Legal Affairs that any
7512      corporation organized under this chapter act was organized or is
7513      being used as a cover to evade any of the laws against crime, or
7514      for purposes inconsistent with those stated in its articles of
7515      incorporation or charter, or that an officer or director of a
7516      corporation has participated in a sale or transaction that is
7517      affected by a conflict of interest or from which the officer or
7518      director he or she derived an improper personal benefit, either
7519      directly or indirectly, and submits shall submit prima facie
7520      evidence to sustain such charge, together with sufficient money
7521      to cover court costs and expenses, the department shall
7522      institute and in due course prosecute to final judgment such
7523      legal or equitable proceedings as may be considered advisable
7524      either to revoke the articles of incorporation or charter, to
7525      prevent its improper use, or to recover on behalf of the
  Page 301 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
7526      corporation or its unknown beneficiaries any profits improperly
7527      received by the corporation or its officers or directors.
7528  Section 160.  Section 617.2007, Florida Statutes, is
7529      amended to read:
7530  617.2007  Sponge packing and marketing corporations.—
7531      Persons engaged in the business of buying, selling, packing, and
7532      marketing commercial sponges may incorporate under this chapter
7533      act to aid in facilitating the orderly cooperative buying,
7534      selling, packing, and marketing of commercial sponges. Such
7535      association is not a combination in restraint of trade or an
7536      illegal monopoly or an attempt to lessen competition or fix
7537      prices arbitrarily, and any marketing contract or agreement by
7538      the corporation and its members, or the exercise of any power
7539      granted by this chapter act is not illegal or in restraint of
7540      trade.
7541  Section 161.  Section 617.2101, Florida Statutes, is
7542      amended to read:
7543  617.2101  Corporation authorized to act as trustee.—Any
7544      corporation, organized under this chapter act, may act as
7545      trustee of property whenever the corporation has either a
7546      beneficial, contingent, or remainder interest in such property.
7547      Any corporation may accept and hold the legal title to property,
7548      the beneficial interest of which is owned by any other
7549      eleemosynary institution or nonprofit corporation or fraternal,
7550      benevolent, charitable, or religious society or association.
  Page 302 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
7551  Section 162.  Subsection (1) of section 617.221, Florida
7552      Statutes, is amended to read:
7553  617.221       Membership associations.—
7554  (1)     As used in this section, the term "membership
7555      association" means a nonprofit not-for-profit corporation,
7556      including a department or division of such corporation, the
7557      majority of whose board members are constitutional officers who,
7558      pursuant to s. 1001.32(2), operate, control, and supervise
7559      public entities that receive annual state appropriations through
7560      a statutorily defined formulaic allocation that is funded and
7561      prescribed annually in the General Appropriations Act or the
7562      substantive bill implementing the annual appropriations act. The
7563      term does not include a labor organization as defined in s.
7564      447.02 or an entity funded through the Justice Administrative
7565      Commission.
7566  Section 163.  Subsection (3) of section 620.2108, Florida
7567      Statutes, is amended to read:
7568  620.2108  Filings required for merger; effective date.—
7569  (3)     Each constituent limited partnership shall deliver the
7570      certificate of merger for filing in the Department of State
7571      unless the constituent limited partnership is named as a party
7572      or constituent organization in articles of merger or a
7573      certificate of merger filed for the same merger in accordance
7574      with s. 605.1025, s. 607.1105, s. 617.1108, or s. 620.8918(1)
7575      and (2) and such articles of merger or certificate of merger
  Page 303 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
7576      substantially complies with the requirements of this section. In
7577      such a case, the other articles of merger or certificate of
7578      merger may also be used for purposes of s. 620.2109(3).
7579  Section 164.  Subsection (3) of section 620.8918, Florida
7580      Statutes, is amended to read:
7581  620.8918  Filings required for merger; effective date.—
7582  (3)     Each domestic constituent partnership shall deliver
7583      the certificate of merger for filing with the Department of
7584      State, unless the domestic constituent partnership is named as a
7585      party or constituent organization in articles of merger or a
7586      certificate of merger filed for the same merger in accordance
7587      with s. 605.1025, s. 607.1105, s. 617.1108, or s. 620.2108(3).
7588      The articles of merger or certificate of merger must
7589      substantially comply with the requirements of this section. In
7590      such a case, the other articles of merger or certificate of
7591      merger may also be used for purposes of s. 620.8919(3). Each
7592      domestic constituent partnership in the merger shall also file a
7593      registration statement in accordance with s. 620.8105(1) if it
7594      does not have a currently effective registration statement filed
7595      with the Department of State.
7596  Section 165.  Paragraph (b) of subsection (1) and
7597      subsections (5), (8), and (9) of section 628.910, Florida
7598      Statutes, are amended to read:
7599  628.910       Incorporation options and requirements.—
7600  (1)     A pure captive insurance company may be:
  Page 304 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
7601  (b)     Incorporated as a public benefit, mutual benefit, or
7602      religious nonprofit corporation with members in accordance with
7603      the Florida Nonprofit Not For Profit Corporation Act.
7604  (5)     The articles of incorporation, the certificate issued
7605      pursuant to this section, and the organization fees required by
7606      the Florida Business Corporation Act or the Florida Nonprofit
7607      Not For Profit Corporation Act, as applicable, must be
7608      transmitted to the Secretary of State, who must record the
7609      articles of incorporation and the certificate.
7610  (8)     A captive insurance company formed as a corporation or
7611      a nonprofit corporation, pursuant to the provisions of this
7612      chapter, has the privileges and is subject to the provisions of
7613      the general corporation law, including the Florida Nonprofit Not
7614      For Profit Corporation Act for nonprofit corporations, as
7615      applicable, as well as the applicable provisions contained in
7616      this chapter. If a conflict occurs between a provision of the
7617      general corporation law, including the Florida Nonprofit Not For
7618      Profit Corporation Act for nonprofit corporations, as
7619      applicable, and a provision of this chapter, the latter
7620      controls. The provisions of this title pertaining to mergers,
7621      consolidations, conversions, mutualizations, and
7622      redomestications apply in determining the procedures to be
7623      followed by a captive insurance company in carrying out any of
7624      the transactions described in such provisions, except that the
7625      office may waive or modify the requirements for public notice
  Page 305 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
7626      and hearing in accordance with rules the office may adopt
7627      addressing categories of transactions. If a notice of public
7628      hearing is required, but no one requests a hearing, the office
7629      may cancel the hearing.
7630  (9)     The articles of incorporation or bylaws of a captive
7631      insurance company may authorize a quorum of a board of directors
7632      to consist of no fewer than one-third of the fixed or prescribed
7633      number of directors as provided for by the Florida Business
7634      Corporation Act or the Florida Nonprofit Not For Profit
7635      Corporation Act.
7636  Section 166.  Paragraph (a) of subsection (2) of section
7637      768.38, Florida Statutes, is amended to read:
7638  768.38       Liability protections for COVID-19-related claims.—
7639  (2)     As used in this section, the term:
7640  (a)     "Business entity" has the same meaning as provided in
7641      s. 606.03. The term also includes a charitable organization as
7642      defined in s. 496.404 and a nonprofit corporation not for profit
7643      as defined in s. 617.01401.
7644  Section 167.  Paragraph (f) of subsection (15) of section
7645      893.055, Florida Statutes, is amended to read:
7646  893.055       Prescription drug monitoring program.—
7647  (15)        The department may establish a direct-support
7648      organization to provide assistance, funding, and promotional
7649      support for the activities authorized for the prescription drug
7650      monitoring program.
  Page 306 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
7651  (f)     The direct-support organization may not exercise any
7652      power under s. 617.0302(11) or (15) s. 617.0302(12) or (16).
7653  Section 168.  Section 617.07401, Florida Statutes, is
7654      repealed.
7655  Section 169.  Section 617.0822, Florida Statutes, is
7656      repealed.
7657  Section 170.  Section 617.1108, Florida Statutes, is
7658      repealed.
7659  Section 171.  Section 617.1301, Florida Statutes, is
7660      repealed.
7661  Section 172.  Section 617.1302, Florida Statutes, is
7662      repealed.
7663  Section 173.  Section 617.1531, Florida Statutes, is
7664      repealed.
7665  Section 174.  Section 617.1533, Florida Statutes, is
7666      repealed.
7667  Section 175.  Section 617.1803, Florida Statutes, is
7668      repealed.
7669  Section 176.  Section 617.1805, Florida Statutes, is
7670      repealed.
7671  Section 177.  Section 617.1806, Florida Statutes, is
7672      repealed.
7673  Section 178.  Section 617.1807, Florida Statutes, is
7674      repealed.
7675  Section 179.  Section 617.2102, Florida Statutes, is
  Page 307 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O    R   I   D   A    H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
7676      repealed.
7677  Section 180.  For the purpose of incorporating the
7678      amendment made by this act to sections 617.01201 and 617.1006,
7679      Florida Statutes, in references thereto, subsection (3) of
7680      section 617.1007, Florida Statutes, is reenacted to read:
7681  617.1007  Restated articles of incorporation.—
7682  (3)     A corporation restating its articles of incorporation
7683      shall deliver to the department for filing articles of
7684      restatement, executed in accordance with s. 617.01201, setting
7685      forth the name of the corporation and the text of the restated
7686      articles of incorporation together with a certificate setting
7687      forth:
7688  (a)     Whether the restatement contains an amendment to the
7689      articles of incorporation requiring member approval and, if it
7690      does not, that the board of directors adopted the restatement;
7691      or
7692  (b)     If the restatement contains an amendment to the
7693      articles of incorporation requiring member approval, the
7694      information required by s. 617.1006.
7695  Section 181.  For the purpose of incorporating the
7696      amendment made by this act to section 617.0302, Florida
7697      Statutes, in a reference thereto, paragraph (a) of subsection
7698      (5) of section 295.21, Florida Statutes, is reenacted to read:
7699  295.21      Florida Is For Veterans, Inc.—
7700  (5)     POWERS.—In addition to the powers and duties
  Page 308 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
7701      prescribed in chapter 617 and the articles and bylaws adopted
7702      thereunder, the board of directors may:
7703  (a)     Make and enter into contracts and other instruments
7704      necessary or convenient for the exercise of its powers and
7705      functions. However, notwithstanding s. 617.0302, the corporation
7706      may not issue bonds.
7707
7708      The credit of the State of Florida may not be pledged on behalf
7709      of the corporation.
7710  Section 182.  For the purpose of incorporating the
7711      amendment made by this act to section 617.0830, Florida
7712      Statutes, in a reference thereto, paragraph (b) of subsection
7713      (4) of section 409.987, Florida Statutes, is reenacted to read:
7714  409.987       Lead agency procurement; boards; conflicts of
7715      interest.—
7716  (4)     In order to serve as a lead agency, an entity must:
7717  (b)     Be governed by a board of directors or a board
7718      committee composed of board members. Board members shall provide
7719      oversight and ensure accountability and transparency for the
7720      system of care. The board of directors shall provide fiduciary
7721      oversight to prevent conflicts of interest, promote
7722      accountability and transparency, and protect state and federal
7723      funding from misuse. The board of directors shall act in
7724      accordance with s. 617.0830. The membership of the board of
7725      directors or board committee must be described in the bylaws or
  Page 309 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
7726      articles of incorporation of each lead agency, which must
7727      provide that at least 75 percent of the membership of the board
7728      of directors or board committee must be composed of persons
7729      residing in this state, and at least 51 percent of the state
7730      residents on the board of directors must reside within the
7731      service area of the lead agency. The lead agency shall ensure
7732      that board members participate in annual training related to
7733      their responsibilities. The department shall set forth minimum
7734      training criteria in the contracts with the lead agencies.
7735      However, for procurements of lead agency contracts initiated on
7736      or after July 1, 2014:
7737  1.      At least 75 percent of the membership of the board of
7738      directors must be composed of persons residing in this state,
7739      and at least 51 percent of the membership of the board of
7740      directors must be composed of persons residing within the
7741      service area of the lead agency. If a board committee governs
7742      the lead agency, 100 percent of its membership must be composed
7743      of persons residing within the service area of the lead agency.
7744  2.      The powers of the board of directors or board committee
7745      include, but are not limited to, approving the lead agency's
7746      budget and setting the lead agency's operational policy and
7747      procedures. A board of directors must additionally have the
7748      power to hire the lead agency's executive director, unless a
7749      board committee governs the lead agency, in which case the board
7750      committee must have the power to confirm the selection of the
  Page 310 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
7751      lead agency's executive director.
7752  Section 183.  For the purpose of incorporating the
7753      amendment made by this act to section 617.0830, Florida
7754      Statutes, in a reference thereto, subsection (1) of section
7755      718.1265, Florida Statutes, is reenacted to read:
7756  718.1265  Association emergency powers.—
7757  (1)     To the extent allowed by law, unless specifically
7758      prohibited by the declaration of condominium, the articles, or
7759      the bylaws of an association, and consistent with s. 617.0830,
7760      the board of administration, in response to damage or injury
7761      caused by or anticipated in connection with an emergency, as
7762      defined in s. 252.34(4), for which a state of emergency is
7763      declared pursuant to s. 252.36 in the locale in which the
7764      condominium is located, may exercise the following powers:
7765  (a)     Conduct board meetings, committee meetings, elections,
7766      and membership meetings, in whole or in part, by telephone,
7767      real-time videoconferencing, or similar real-time electronic or
7768      video communication with notice given as is practicable. Such
7769      notice may be given in any practicable manner, including
7770      publication, radio, United States mail, the Internet, electronic
7771      transmission, public service announcements, and conspicuous
7772      posting on the condominium property or association property or
7773      any other means the board deems reasonable under the
7774      circumstances. Notice of decisions also may be communicated as
7775      provided in this paragraph.
  Page 311 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
7776  (b)     Cancel and reschedule any association meeting.
7777  (c)     Name as assistant officers persons who are not
7778      directors, which assistant officers shall have the same
7779      authority as the executive officers to whom they are assistants
7780      during the state of emergency to accommodate the incapacity or
7781      unavailability of any officer of the association.
7782  (d)     Relocate the association's principal office or
7783      designate alternative principal offices.
7784  (e)     Enter into agreements with local counties and
7785      municipalities to assist counties and municipalities with debris
7786      removal.
7787  (f)     Implement a disaster plan or an emergency plan before,
7788      during, or following the event for which a state of emergency is
7789      declared which may include, but is not limited to, shutting down
7790      or off elevators; electricity; water, sewer, or security
7791      systems; or air conditioners.
7792  (g)     Based upon advice of emergency management officials or
7793      public health officials, or upon the advice of licensed
7794      professionals retained by or otherwise available to the board,
7795      determine any portion of the condominium property or association
7796      property unavailable for entry or occupancy by unit owners,
7797      family members, tenants, guests, agents, or invitees to protect
7798      the health, safety, or welfare of such persons.
7799  (h)     Require the evacuation of the condominium property in
7800      the event of an evacuation order in the locale in which the
  Page 312 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
7801      condominium is located. If a unit owner or other occupant of a
7802      condominium fails or refuses to evacuate the condominium
7803      property or association property for which the board has
7804      required evacuation, the association is immune from liability or
7805      injury to persons or property arising from such failure or
7806      refusal.
7807  (i)     Based upon advice of emergency management officials or
7808      public health officials, or upon the advice of licensed
7809      professionals retained by or otherwise available to the board,
7810      determine whether the condominium property, association
7811      property, or any portion thereof can be safely inhabited,
7812      accessed, or occupied. However, such determination is not
7813      conclusive as to any determination of habitability pursuant to
7814      the declaration.
7815  (j)     Mitigate further damage, injury, or contagion,
7816      including taking action to contract for the removal of debris
7817      and to prevent or mitigate the spread of fungus or contagion,
7818      including, but not limited to, mold or mildew, by removing and
7819      disposing of wet drywall, insulation, carpet, cabinetry, or
7820      other fixtures on or within the condominium property, even if
7821      the unit owner is obligated by the declaration or law to insure
7822      or replace those fixtures and to remove personal property from a
7823      unit.
7824  (k)     Contract, on behalf of any unit owner or owners, for
7825      items or services for which the owners are otherwise
  Page 313 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
7826      individually responsible, but which are necessary to prevent
7827      further injury, contagion, or damage to the condominium property
7828      or association property. In such event, the unit owner or owners
7829      on whose behalf the board has contracted are responsible for
7830      reimbursing the association for the actual costs of the items or
7831      services, and the association may use its lien authority
7832      provided by s. 718.116 to enforce collection of the charges.
7833      Without limitation, such items or services may include the
7834      drying of units, the boarding of broken windows or doors, the
7835      replacement of damaged air conditioners or air handlers to
7836      provide climate control in the units or other portions of the
7837      property, and the sanitizing of the condominium property or
7838      association property, as applicable.
7839  (l)     Regardless of any provision to the contrary and even
7840      if such authority does not specifically appear in the
7841      declaration of condominium, articles, or bylaws of the
7842      association, levy special assessments without a vote of the
7843      owners.
7844  (m)     Without unit owners' approval, borrow money and pledge
7845      association assets as collateral to fund emergency repairs and
7846      carry out the duties of the association when operating funds are
7847      insufficient. This paragraph does not limit the general
7848      authority of the association to borrow money, subject to such
7849      restrictions as are contained in the declaration of condominium,
7850      articles, or bylaws of the association.
  Page 314 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
7851  Section 184.  For the purpose of incorporating the
7852      amendment made by this act to section 617.0830, Florida
7853      Statutes, in a reference thereto, subsection (1) of section
7854      719.128, Florida Statutes, is reenacted to read:
7855  719.128       Association emergency powers.—
7856  (1)     To the extent allowed by law, unless specifically
7857      prohibited by the cooperative documents, and consistent with s.
7858      617.0830, the board of administration, in response to damage or
7859      injury caused by or anticipated in connection with an emergency,
7860      as defined in s. 252.34(4), for which a state of emergency is
7861      declared pursuant to s. 252.36 in the area encompassed by the
7862      cooperative, may exercise the following powers:
7863  (a)     Conduct board meetings, committee meetings, elections,
7864      or membership meetings, in whole or in part, by telephone, real-
7865      time videoconferencing, or similar real-time electronic or video
7866      communication after notice of the meetings and board decisions
7867      is provided in as practicable a manner as possible, including
7868      via publication, radio, United States mail, the Internet,
7869      electronic transmission, public service announcements,
7870      conspicuous posting on the cooperative property, or any other
7871      means the board deems appropriate under the circumstances.
7872      Notice of decisions may also be communicated as provided in this
7873      paragraph.
7874  (b)     Cancel and reschedule an association meeting.
7875  (c)     Designate assistant officers who are not directors. If
  Page 315 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
7876      the executive officer is incapacitated or unavailable, the
7877      assistant officer has the same authority during the state of
7878      emergency as the executive officer he or she assists.
7879  (d)     Relocate the association's principal office or
7880      designate an alternative principal office.
7881  (e)     Enter into agreements with counties and municipalities
7882      to assist counties and municipalities with debris removal.
7883  (f)     Implement a disaster or an emergency plan before,
7884      during, or following the event for which a state of emergency is
7885      declared, which may include turning on or shutting off
7886      elevators; electricity; water, sewer, or security systems; or
7887      air conditioners for association buildings.
7888  (g)     Based upon the advice of emergency management
7889      officials or public health officials, or upon the advice of
7890      licensed professionals retained by or otherwise available to the
7891      board of administration, determine any portion of the
7892      cooperative property unavailable for entry or occupancy by unit
7893      owners or their family members, tenants, guests, agents, or
7894      invitees to protect their health, safety, or welfare.
7895  (h)     Based upon the advice of emergency management
7896      officials or public health officials, or upon the advice of
7897      licensed professionals retained by or otherwise available to the
7898      board of administration, determine whether the cooperative
7899      property or any portion thereof can be safely inhabited or
7900      occupied. However, such determination is not conclusive as to
  Page 316 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
7901      any determination of habitability pursuant to the cooperative
7902      documents.
7903  (i)     Require the evacuation of the cooperative property in
7904      the event of an evacuation order in the area in which the
7905      cooperative is located or prohibit or restrict access to the
7906      cooperative property in the event of a public health threat. If
7907      a unit owner or other occupant of a cooperative fails or refuses
7908      to evacuate the cooperative property for which the board has
7909      required evacuation, the association is immune from liability
7910      for injury to persons or property arising from such failure or
7911      refusal.
7912  (j)     Mitigate further damage, injury, or contagion,
7913      including taking action to contract for the removal of debris
7914      and to prevent or mitigate the spread of fungus, including mold
7915      or mildew, by removing and disposing of wet drywall, insulation,
7916      carpet, cabinetry, or other fixtures on or within the
7917      cooperative property, regardless of whether the unit owner is
7918      obligated by the cooperative documents or law to insure or
7919      replace those fixtures and to remove personal property from a
7920      unit or to sanitize the cooperative property.
7921  (k)     Contract, on behalf of a unit owner, for items or
7922      services for which the owner is otherwise individually
7923      responsible, but which are necessary to prevent further injury,
7924      contagion, or damage to the cooperative property. In such event,
7925      the unit owner on whose behalf the board has contracted is
  Page 317 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
7926      responsible for reimbursing the association for the actual costs
7927      of the items or services, and the association may use its lien
7928      authority provided by s. 719.108 to enforce collection of the
7929      charges. Such items or services may include the drying of the
7930      unit, the boarding of broken windows or doors, the replacement
7931      of a damaged air conditioner or air handler to provide climate
7932      control in the unit or other portions of the property, and the
7933      sanitizing of the cooperative property.
7934  (l)     Notwithstanding a provision to the contrary, and
7935      regardless of whether such authority does not specifically
7936      appear in the cooperative documents, levy special assessments
7937      without a vote of the owners.
7938  (m)     Without unit owners' approval, borrow money and pledge
7939      association assets as collateral to fund emergency repairs and
7940      carry out the duties of the association if operating funds are
7941      insufficient. This paragraph does not limit the general
7942      authority of the association to borrow money, subject to such
7943      restrictions contained in the cooperative documents.
7944  Section 185.  For the purpose of incorporating the
7945      amendment made by this act to section 617.0830, Florida
7946      Statutes, in a reference thereto, subsection (1) of section
7947      720.316, Florida Statutes, is reenacted to read:
7948  720.316       Association emergency powers.—
7949  (1)     To the extent allowed by law, unless specifically
7950      prohibited by the declaration or other recorded governing
  Page 318 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
7951      documents, and consistent with s. 617.0830, the board of
7952      directors, in response to damage or injury caused by or
7953      anticipated in connection with an emergency, as defined in s.
7954      252.34(4), for which a state of emergency is declared pursuant
7955      to s. 252.36 in the area encompassed by the association, may
7956      exercise the following powers:
7957  (a)     Conduct board meetings, committee meetings, elections,
7958      or membership meetings, in whole or in part, by telephone, real-
7959      time videoconferencing, or similar real-time electronic or video
7960      communication after notice of the meetings and board decisions
7961      is provided in as practicable a manner as possible, including
7962      via publication, radio, United States mail, the Internet,
7963      electronic transmission, public service announcements,
7964      conspicuous posting on the common area, or any other means the
7965      board deems appropriate under the circumstances. Notice of
7966      decisions may also be communicated as provided in this
7967      paragraph.
7968  (b)     Cancel and reschedule an association meeting.
7969  (c)     Designate assistant officers who are not directors. If
7970      the executive officer is incapacitated or unavailable, the
7971      assistant officer has the same authority during the state of
7972      emergency as the executive officer he or she assists.
7973  (d)     Relocate the association's principal office or
7974      designate an alternative principal office.
7975  (e)     Enter into agreements with counties and municipalities
  Page 319 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
7976      to assist counties and municipalities with debris removal.
7977  (f)     Implement a disaster or an emergency plan before,
7978      during, or following the event for which a state of emergency is
7979      declared, which may include, but is not limited to, turning on
7980      or shutting off elevators; electricity; water, sewer, or
7981      security systems; or air conditioners for association buildings.
7982  (g)     Based upon the advice of emergency management
7983      officials or public health officials, or upon the advice of
7984      licensed professionals retained by or otherwise available to the
7985      board, determine any portion of the common areas or facilities
7986      unavailable for entry or occupancy by owners or their family
7987      members, tenants, guests, agents, or invitees to protect their
7988      health, safety, or welfare.
7989  (h)     Based upon the advice of emergency management
7990      officials or public health officials or upon the advice of
7991      licensed professionals retained by or otherwise available to the
7992      board, determine whether the common areas or facilities can be
7993      safely inhabited, accessed, or occupied. However, such
7994      determination is not conclusive as to any determination of
7995      habitability pursuant to the declaration.
7996  (i)     Mitigate further damage, injury, or contagion,
7997      including taking action to contract for the removal of debris
7998      and to prevent or mitigate the spread of fungus, including mold
7999      or mildew, by removing and disposing of wet drywall, insulation,
8000      carpet, cabinetry, or other fixtures on or within the common
  Page 320 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
8001      areas or facilities or sanitizing the common areas or
8002      facilities.
8003  (j)     Notwithstanding a provision to the contrary, and
8004      regardless of whether such authority does not specifically
8005      appear in the declaration or other recorded governing documents,
8006      levy special assessments without a vote of the owners.
8007  (k)     Without owners' approval, borrow money and pledge
8008      association assets as collateral to fund emergency repairs and
8009      carry out the duties of the association if operating funds are
8010      insufficient. This paragraph does not limit the general
8011      authority of the association to borrow money, subject to such
8012      restrictions contained in the declaration or other recorded
8013      governing documents.
8014  Section 186.  For the purpose of incorporating the
8015      amendment made by this act to section 617.0832, Florida
8016      Statutes, in a reference thereto, subsections (2) and (5) of
8017      section 718.3027, Florida Statutes, are reenacted to read:
8018  718.3027  Conflicts of interest.—
8019  (2)     If a director or an officer, or a relative of a
8020      director or an officer, proposes to engage in an activity that
8021      is a conflict of interest, as described in subsection (1), the
8022      proposed activity must be listed on, and all contracts and
8023      transactional documents related to the proposed activity must be
8024      attached to, the meeting agenda. The association shall comply
8025      with the requirements of s. 617.0832, and the disclosures
  Page 321 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
8026      required by s. 617.0832 shall be entered into the written
8027      minutes of the meeting. Approval of the contract or other
8028      transaction requires an affirmative vote of two-thirds of all
8029      other directors present. At the next regular or special meeting
8030      of the members, the existence of the contract or other
8031      transaction shall be disclosed to the members. Upon motion of
8032      any member, the contract or transaction shall be brought up for
8033      a vote and may be canceled by a majority vote of the members
8034      present. If the contract is canceled, the association is only
8035      liable for the reasonable value of the goods and services
8036      provided up to the time of cancellation and is not liable for
8037      any termination fee, liquidated damages, or other form of
8038      penalty for such cancellation.
8039  (5)     A contract entered into between a director or an
8040      officer, or a relative of a director or an officer, and the
8041      association, which is not a timeshare condominium association,
8042      that has not been properly disclosed as a conflict of interest
8043      or potential conflict of interest as required by this section or
8044      s. 617.0832 is voidable and terminates upon the filing of a
8045      written notice terminating the contract with the board of
8046      directors which contains the consent of at least 20 percent of
8047      the voting interests of the association.
8048  Section 187.  For the purpose of incorporating the
8049      amendment made by this act to sections 617.0832 and 617.0834,
8050      Florida Statutes, in references thereto, paragraphs (a) and (b)
  Page 322 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H    O   U   S   E     O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
8051      of subsection (2) and subsection (3) of section 720.3033,
8052      Florida Statutes, are reenacted to read:
8053  720.3033  Officers and directors.—
8054  (2)     If the association enters into a contract or other
8055      transaction with any of its directors or a corporation, firm,
8056      association that is not an affiliated homeowners' association,
8057      or other entity in which an association director is also a
8058      director or officer or is financially interested, the board
8059      must:
8060  (a)     Comply with the requirements of s. 617.0832.
8061  (b)     Enter the disclosures required by s. 617.0832 into the
8062      written minutes of the meeting.
8063  (3)     An officer, a director, or a manager may not solicit,
8064      offer to accept, or accept a kickback. As used in this
8065      subsection, the term "kickback" means any thing or service of
8066      value for which consideration has not been provided for an
8067      officer's, a director's, or a manager's benefit or for the
8068      benefit of a member of his or her immediate family from any
8069      person providing or proposing to provide goods or services to
8070      the association. An officer, a director, or a manager who
8071      knowingly solicits, offers to accept, or accepts a kickback
8072      commits a felony of the third degree, punishable as provided in
8073      s. 775.082, s. 775.083, or s. 775.084, and is subject to
8074      monetary damages under s. 617.0834. If the board finds that an
8075      officer or a director has violated this subsection, the board
  Page 323 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
8076      must immediately remove the officer or director from office. The
8077      vacancy shall be filled according to law until the end of the
8078      officer's or director's term of office. However, an officer, a
8079      director, or a manager may accept food to be consumed at a
8080      business meeting with a value of less than $25 per individual or
8081      a service or good received in connection with trade fairs or
8082      education programs.
8083  Section 188.  For the purpose of incorporating the
8084      amendment made by this act to section 617.0834, Florida
8085      Statutes, in a reference thereto, paragraph (a) of subsection
8086      (13) of section 721.13, Florida Statutes, is reenacted to read:
8087  721.13       Management.—
8088  (13)(a)       Notwithstanding any provisions of chapter 607,
8089      chapter 617, or chapter 718, an officer, director, or agent of
8090      an owners' association, including a timeshare management firm
8091      and any individual licensed under part VIII of chapter 468
8092      employed by the timeshare management firm, shall discharge its
8093      duties in good faith, with the care an ordinarily prudent person
8094      in a like position would exercise under similar circumstances,
8095      and in a manner it reasonably believes to be in the interests of
8096      the owners' association. An officer, director, or agent of an
8097      owners' association, including a timeshare management firm and
8098      any individual licensed under part VIII of chapter 468 employed
8099      by the timeshare management firm, is exempt from liability for
8100      monetary damages in the same manner as provided in s. 617.0834
  Page 324 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
8101      unless such officer, director, agent, or firm breached or failed
8102      to perform its duties and the breach of, or failure to perform,
8103      its duties constitutes a violation of criminal law as provided
8104      in s. 617.0834; constitutes a transaction from which the officer
8105      or director derived an improper personal benefit, either
8106      directly or indirectly; or constitutes recklessness or an act or
8107      omission that was in bad faith, with malicious purpose, or in a
8108      manner exhibiting wanton and willful disregard of human rights,
8109      safety, or property.
8110  Section 189.  For the purpose of incorporating the
8111      amendment made by this act to sections 617.0830 and 617.0834,
8112      Florida Statutes, in references thereto, paragraph (d) of
8113      subsection (1) of section 718.111, Florida Statutes, is
8114      reenacted to read:
8115  718.111       The association.—
8116  (1)     CORPORATE ENTITY.—
8117  (d)     As required by s. 617.0830, an officer, director, or
8118      agent shall discharge his or her duties in good faith, with the
8119      care an ordinarily prudent person in a like position would
8120      exercise under similar circumstances, and in a manner he or she
8121      reasonably believes to be in the interests of the association.
8122      An officer, director, or agent shall be liable for monetary
8123      damages as provided in s. 617.0834 if such officer, director, or
8124      agent breached or failed to perform his or her duties and the
8125      breach of, or failure to perform, his or her duties constitutes
  Page 325 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
8126      a violation of criminal law as provided in s. 617.0834;
8127      constitutes a transaction from which the officer or director
8128      derived an improper personal benefit, either directly or
8129      indirectly; or constitutes recklessness or an act or omission
8130      that was in bad faith, with malicious purpose, or in a manner
8131      exhibiting wanton and willful disregard of human rights, safety,
8132      or property. Forgery of a ballot envelope or voting certificate
8133      used in a condominium association election is punishable as
8134      provided in s. 831.01, the theft or embezzlement of funds of a
8135      condominium association is punishable as provided in s. 812.014,
8136      and the destruction of or the refusal to allow inspection or
8137      copying of an official record of a condominium association that
8138      is accessible to unit owners within the time periods required by
8139      general law in furtherance of any crime is punishable as
8140      tampering with physical evidence as provided in s. 918.13 or as
8141      obstruction of justice as provided in chapter 843. An officer or
8142      director charged by information or indictment with a crime
8143      referenced in this paragraph must be removed from office, and
8144      the vacancy shall be filled as provided in s. 718.112(2)(d)2.
8145      until the end of the officer's or director's period of
8146      suspension or the end of his or her term of office, whichever
8147      occurs first. If a criminal charge is pending against the
8148      officer or director, he or she may not be appointed or elected
8149      to a position as an officer or a director of any association and
8150      may not have access to the official records of any association,
  Page 326 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er
 F   L    O   R   I   D   A     H   O   U   S   E      O   F      R     E   P   R   E   S   E   N   T   A   T   I   V   E   S
  ENROLLED
  CS/CS/HB 797  2026 Legislature
8151      except pursuant to a court order. However, if the charges are
8152      resolved without a finding of guilt, the officer or director
8153      must be reinstated for the remainder of his or her term of
8154      office, if any.
8155  Section 190.  This act shall take effect July 1, 2026.
  Page 327 of 327
       CODING: Words stricken are deletions; words underlined are additions.
  hb797 -02-er