SECTION 607.01401. Definitions.

• As used in this chapter, unless the context otherwise requires, the term:
  (1) “Acquired eligible entity” means the domestic or foreign eligible entity that will have all of one or more classes or series of its shares or eligible interests acquired in a share exchange.
  (2) “Acquiring eligible entity” means the domestic or foreign eligible entity that will acquire all of one or more classes or series of shares or eligible interests of the acquired eligible entity in a share exchange.
  (3) “Applicable county” means: the county in this state in which a corporation’s principal office is located or was located when an action is or was commenced; if the corporation has, and at the time of such action had, no principal office in this state, then in the county in which the corporation has, or at the time of such action had, an office in this state; or if the corporation does not have an office in this state, then in the county in which the corporation’s registered office is or was last located.
  (4) “Articles of incorporation” includes original, amended, and restated articles of incorporation, articles of share exchange, and articles of merger, and all amendments thereto. When used with respect to a foreign corporation, the term means the document of the foreign corporation that is equivalent to the articles of incorporation of a domestic corporation.
  (5) “Authorized entity” means:

  (a) A corporation for profit;

  (b) A limited liability company;

  (c) A limited liability partnership; or

  (d) A limited partnership, including a limited liability limited partnership.
  (6) “Authorized shares” means the shares of all classes a domestic or foreign corporation is authorized to issue.
  (7) “Beneficial shareholder” means a person who owns the beneficial interest in shares. Such person may be a record shareholder or a person on whose behalf shares are registered in the name of an intermediary or nominee.
  (8) “Business day” means Monday through Friday, excluding any day a national banking association is not open for normal business transactions.
  (9) “Conspicuous” means so written, displayed, or presented that a reasonable person against whom the writing is to operate should have noticed it. For example, text in italics, boldface, a contrasting color, or capitals, or underlined text, is conspicuous.
  (10) “Conversion” means a transaction pursuant to ss. 607.11930-607.11935.
  (11) “Converted eligible entity” means the converting eligible entity as it continues in existence after a conversion.
  (12) “Converting eligible entity” means the domestic corporation that approves a plan of conversion pursuant to s. 607.11932, or a foreign eligible entity that approves a conversion pursuant to the organic law of the foreign eligible entity.
  (13) “Corporation” or “domestic corporation” means a corporation for profit, which is not a foreign corporation, incorporated under this chapter.
  (14) “Day” means a calendar day.
  (15) “Deliver” or “delivery” means any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery, and, if authorized under s. 607.0141, electronic transmission.
  (16) “Department” means the Florida Department of State.
  (17) “Derivative proceeding” means a civil suit in the right of a domestic corporation or, to the extent provided in s. 607.0747, in the right of a foreign corporation.
  (18) “Distribution” means a direct or indirect transfer of money or other property (except its own shares) or incurrence of indebtedness by a corporation to or for the benefit of its shareholders in respect of any of its shares. A distribution may be in the form of: a declaration or payment of a dividend; a purchase, redemption, or other acquisition of shares; a distribution of indebtedness; a distribution in liquidation; or otherwise.
  (19) “Document” means:

  (a) Any tangible medium on which information is inscribed, and includes any writing or written instrument; or

  (b) An electronic record.
  (20) “Domestic” means, with respect to an entity, an entity governed as to its internal affairs by the laws of this state.
  (21) “Domesticated corporation” means the domesticating corporation as it continues in existence after a domestication.
  (22) “Domesticating corporation” means the domestic corporation that approves a plan of domestication pursuant to s. 607.11921, or the foreign corporation that approves a domestication pursuant to the organic law of the foreign corporation.
  (23) “Domestication” means a transaction pursuant to ss. 607.11920-607.11924.
  (24) “Effective date” means, when referring to a document accepted for filing by the department, the date and time determined in accordance with s. 607.0123.
  (25) “Electronic” means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.
  (26) “Electronic record” means information that is stored in an electronic or other medium and is retrievable in paper form through an automated process used in conventional commercial practice, unless otherwise authorized under s. 607.0141.
  (27) “Electronic transmission” or “electronically transmitted” means any form or process of communication not directly involving the physical transfer of paper or another tangible medium, which:

  (a) Is suitable for the retention, retrieval, and reproduction of information by the recipient; and

  (b) Is retrievable in paper form by the recipient through an automated process used in conventional commercial practice, unless otherwise authorized under s. 607.0141.

  For purposes of proxy voting in accordance with ss. 607.0721, 607.0722, and 607.0724, the term includes, but is not limited to, telegrams, cablegrams, telephone transmissions, and transmissions through the Internet.

  (28)(a) “Eligible entity” means:

  1. A domestic corporation;

  2. A foreign corporation;

  3. A nonprofit corporation;

  4. A general partnership, including a limited liability partnership;

  5. A limited partnership, including a limited liability limited partnership;

  6. A limited liability company;

  7. A real estate investment trust; or

  8. Any other foreign or domestic entity that is organized under an organic law.

  (b) The term does not include:

  1. An individual;

  2. A trust with a predominantly donative purpose or a charitable trust;

  3. An association or relationship that is not a partnership solely by reason of s. 620.8202(2) or a similar provision of the law of another jurisdiction;

  4. A decedent’s estate; or

  5. A government or a governmental subdivision, agency or instrumentality.
  (29) “Eligible interests” means interests or memberships.
  (30) “Employee” includes an officer but not a director. A director may accept duties that make him or her also an employee.
  (31) “Entity” includes corporation and foreign corporation; unincorporated association; business trust, estate, limited liability company, partnership, trust, and two or more persons having a joint or common economic interest; and state, United States, and foreign governments.
  (32) “Expenses” means reasonable expenses of any kind that are incurred in connection with a matter.
  (33) The phrase “facts objectively ascertainable outside the plan or filed document” shall be interpreted as set forth in s. 607.0120(11).
  (34) “Filing entity” means an entity, other than a limited liability partnership, that is of a type that is created by filing a public organic record or is required to file a public organic record that evidences its creation.
  (35) “Foreign” means, with respect to an entity, an entity governed as to its internal affairs by the organic law of a jurisdiction other than this state.
  (36) “Foreign corporation” means an entity incorporated or organized under laws other than the laws of this state which would be a corporation for profit if incorporated under the laws of this state.
  (37) “Foreign nonprofit corporation” means an entity incorporated or organized under laws other than the laws of this state which would be a nonprofit corporation if incorporated under the laws of this state.
  (38) “Governmental subdivision” includes authority, county, district, and municipality.
  (39) “Governor” means:

  (a) A director of a corporation for profit;

  (b) A director or trustee of a nonprofit corporation;

  (c) A general partner of a general partnership;

  (d) A general partner of a limited partnership;

  (e) A manager of a manager-managed limited liability company;

  (f) A member of a member-managed limited liability company;

  (g) A director or a trustee of a real estate investment trust; or

  (h) Any other person under whose authority the powers of an entity are exercised and under whose direction the activities and affairs of the entity are managed pursuant to the organic law and organic rules of the entity.
  (40) “Includes” or “including” denotes a partial definition or a nonexclusive list.
  (41) “Individual” includes the estate of an incompetent or deceased individual.
  (42) “Insolvent” means either:

  (a) The inability of a corporation to pay its debts as they become due in the usual course of its business; or

  (b) The value of the corporation’s total assets are less than the sum of its total liabilities, at fair valuation.
  (43) “Interest” means:

  (a) A share in a corporation for profit;

  (b) A membership in a nonprofit corporation;

  (c) A partnership interest in a general partnership, including a limited liability partnership;

  (d) A partnership interest in a limited partnership, including a limited liability limited partnership;

  (e) A membership interest in a limited liability company;

  (f) A share or beneficial interest in a real estate investment trust;

  (g) A member’s interest in a limited cooperative association;

  (h) A beneficial interest in a statutory trust, business trust, or common law business trust; or

  (i) A governance interest or distributional interest in another entity.
  (44) “Interest holder” means:

  (a) A shareholder of a corporation for profit;

  (b) A member of a nonprofit corporation;

  (c) A general partner of a general partnership;

  (d) A general partner of a limited partnership;

  (e) A limited partner of a limited partnership;

  (f) A member of a limited liability company;

  (g) A shareholder or beneficial owner of a real estate investment trust;

  (h) A beneficiary or beneficial owner of a statutory trust, business trust, or common law business trust; or

  (i) Another direct holder of an interest.
  (45) “Interest holder liability” means:

  (a) Personal liability for a liability of an entity which is imposed on a person:

  1. Solely by reason of the status of the person as an interest holder; or

  2. By the organic rules of the entity which make one or more specified interest holders or categories of interest holders liable in their capacity as interest holders for all or specified liabilities of the entity.

  (b) An obligation of an interest holder under the organic rules of an entity to contribute to the entity.

  For purposes of this subsection, except as otherwise provided in the articles of incorporation of a domestic corporation or the organic law or organic rules of an entity, interest holder liability arises under paragraph (a) when the corporation or entity, as applicable, incurs the liability.

  (46) “Jurisdiction of formation” means, with respect to an entity:

  (a) The jurisdiction under whose organic law the entity is formed, incorporated, or created or otherwise comes into being; however, for these purposes, if an entity exists under the law of a jurisdiction different from the jurisdiction under which the entity originally was formed, incorporated, or created or otherwise came into being, then the jurisdiction under which the entity then exists is treated as the jurisdiction of formation; or

  (b) In the case of a limited liability partnership or foreign limited liability partnership, the jurisdiction in which the partnership’s statement of qualification or equivalent document is filed.
  (47) “Mail” means the United States mail, facsimile transmissions, and private mail carriers handling nationwide mail services.
  (48) “Means” denotes an exhaustive definition.
  (49) “Membership” means the rights of a member in a domestic or foreign nonprofit corporation.
  (50) “Merger” means a transaction pursuant to s. 607.1101.
  (51) “New interest holder liability,” in the context of a merger or share exchange, means interest holder liability of a person resulting from a merger or share exchange that is:

  (a) In respect of an eligible entity which is different from the eligible entity and not the same eligible entity in which the person held shares or eligible interests immediately before the merger or share exchange became effective; or

  (b) In respect of the same eligible entity as the one in which the person held shares or eligible interests immediately before the merger or share exchange became effective if:

  1. The person did not have interest holder liability immediately before the merger or share exchange became effective; or

  2. The person had interest holder liability immediately before the merger or share exchange became effective, the terms and conditions of which were changed when the merger or share exchange became effective.
  (52) “Nonprofit corporation” or “domestic nonprofit corporation” means a corporation incorporated under the laws of this state and subject to the provisions of chapter 617.
  (53) “Organic law” means the laws of the jurisdiction in which the entity was formed.
  (54) “Organic rules” means the public organic record and private organic rules of an entity.
  (55) “Party to a merger” means any domestic or foreign entity that will merge under a plan of merger. The term does not include a survivor created by the merger.
  (56) “Person” includes an individual and an entity.
  (57) “Principal office” means the office (in or out of this state) where the principal executive offices of a domestic or foreign corporation are located as designated in the articles of incorporation or other initial filing until an annual report has been filed, and thereafter as designated in the annual report.
  (58) “Private organic rules” means the rules, whether or not in a record, which govern the internal affairs of an entity, are binding on all its interest holders, and are not part of its public organic record, if any. If the private organic rules are amended or restated, the term means the private organic rules as last amended or restated. The term includes:

  (a) The bylaws of a corporation for profit;

  (b) The bylaws of a nonprofit corporation;

  (c) The partnership agreement of a general partnership;

  (d) The partnership agreement of a limited partnership;

  (e) The operating agreement, limited liability company agreement, or similar agreement of a limited liability company;

  (f) The bylaws, trust instrument, or similar rules of a real estate investment trust; and

  (g) The trust instrument of a statutory trust or similar rules of a business trust or common law business trust.
  (59) “Proceeding” includes a civil suit, a criminal action, an administrative action, and an investigatory action.
  (60) “Protected agreement” means:

  (a) A record evidencing indebtedness and any related agreement in effect on January 1, 2020;

  (b) An agreement that is binding on an entity on January 1, 2020;

  (c) The organic rules of an entity in effect on January 1, 2020; or

  (d) An agreement that is binding on any of the governors or interest holders of an entity on January 1, 2020.
  (61) “Public organic record” means a record, the filing of which by a governmental body is required to form an entity, and an amendment to or restatement of such record. Where a public organic record has been amended or restated, the term means the public organic record as last amended or restated. The term includes the following:

  (a) The articles of incorporation of a corporation for profit;

  (b) The articles of incorporation of a nonprofit corporation;

  (c) The certificate of limited partnership of a limited partnership;

  (d) The articles of organization, certificate of organization, or certificate of formation of a limited liability company;

  (e) The articles of incorporation of a general cooperative association or a limited cooperative association;

  (f) The certificate of trust of a statutory trust or similar record of a business trust; or

  (g) The articles of incorporation of a real estate investment trust.
  (62) “Record,” if used as a noun, means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.
  (63) “Record date” means the date fixed for determining the identity of the corporation’s shareholders and their share holdings for purposes of this chapter. Unless another time is specified when the record date is fixed, the determination shall be made as of the close of business at the principal office of the corporation on the date so fixed.
  (64) “Record shareholder” means:

  (a) The person in whose name shares are registered in the records of the corporation; or

  (b) The person identified as a beneficial owner of shares in the beneficial ownership certificate under s. 607.0723 on file with the corporation to the extent of the rights granted by such certificate.
  (65) “Secretary” means the corporate officer to whom the board of directors has delegated responsibility under s. 607.08401 to maintain the minutes of the meetings of the board of directors and of the shareholders and for authenticating records of the corporation.
  (66) “Secretary of state” means the Secretary of State of the State of Florida.
  (67) “Shareholder” means a record shareholder.
  (68) “Shares” means the units into which the proprietary interests in a corporation are divided.
  (69) “Share exchange” means a transaction pursuant to s. 607.1102.
  (70) “Sign” or “signature” means, with present intent to authenticate or adopt a document:

  (a) To execute or adopt a tangible symbol on a document, which includes any manual facsimile or conformed signature; or

  (b) To attach or to logically associate with an electronic transmission an electronic sound, symbol, or process, which includes an electronic signature in an electronic transmission.
  (71) “State,” when referring to a part of the United States, includes a state and commonwealth (and their agencies and governmental subdivisions) and a territory and insular possession (and their agencies and governmental subdivisions) of the United States.
  (72) “Subscriber” means a person who subscribes for shares in a corporation, whether before or after incorporation.
  (73) “Survivor,” in a merger, means the domestic or foreign eligible entity into which one or more other eligible entities are merged.
  (74) “Treasury shares” means shares of a corporation that belong to the issuing corporation, which shares are authorized and issued shares that are not outstanding, are not canceled, and have not been restored to the status of authorized but unissued shares.
  (75) “Type of entity” means a generic form of entity either:

  (a) Recognized at common law; or

  (b) Formed under an organic law, regardless of whether some entities formed under that organic law are subject to provisions of that law that create different categories of the form of entity.
  (76) “United States” includes district, authority, bureau, commission, department, and any other agency of the United States.
  (77) “Unrestricted voting trust beneficial owner” means, with respect to any shareholder rights, a voting trust beneficial owner whose entitlement to exercise the shareholder right in question is not inconsistent with the voting trust agreement.
  (78) “Voting group” means all shares of one or more classes or series that under the articles of incorporation or this chapter are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. All shares entitled by the articles of incorporation or this chapter to vote generally on the matter are for that purpose a single voting group.
  (79) “Voting trust beneficial owner” means an owner of a beneficial interest in shares of the corporation held in a voting trust established pursuant to s. 607.0730(1).
  (80) “Writing” means printing, typewriting, electronic communication, or other communication that is reducible to a tangible form. The term “written” has the corresponding meaning.

History.-s. 14, ch. 89-154; s. 137, ch. 90-179; s. 4, ch. 97-102; s. 4, ch. 97-230; s. 18, ch. 99-218; s. 1, ch. 2001-195; s. 13, ch. 2019-90; s. 5, ch. 2020-32.

Note

Note.-Former s. 607.0140.

History.-s. 14, ch. 89-154; s. 137, ch. 90-179; s. 4, ch. 97-102; s. 4, ch. 97-230; s. 18, ch. 99-218; s. 1, ch. 2001-195; s. 13, ch. 2019-90; s. 5, ch. 2020-32.

Note

Note.-Former s. 607.0140.