eLaws of Florida

  SECTION 607.1002. Amendment by board of directors.  


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  • 1Unless the articles of incorporation provide otherwise, a corporation’s board of directors may adopt one or more amendments to the corporation’s articles of incorporation without shareholder approval:
    28(1) 29To extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;
    50(2) 51To delete the names and addresses of the initial directors;
    61(3) 62To delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the department;
    87(4) 88To delete any other information contained in the articles of incorporation that is solely of historical interest;
    105(5) 106To delete the authorization for a class or series of shares authorized pursuant to s. 121607.0602, 122if no shares of such class or series are issued;
    132(6) 133To change the corporate name by substituting the word “corporation,” “incorporated,” or “company,” or the abbreviation “corp.,” “Inc.,” or “Co.,” for a similar word or abbreviation in the name, or by adding, deleting, or changing a geographical attribution for the name;
    180(7) 181To change the par value for a class or series of shares;
    193(8) 194To provide that if the corporation acquires its own shares, such shares belong to the corporation and constitute treasury shares until disposed of or canceled by the corporation;
    222(9) 223To reflect a reduction in authorized shares, as a result of the operation of s. 238607.0631(2), 239when the corporation has acquired its own shares and the articles of incorporation prohibit the reissue of the acquired shares;
    259(10) 260To delete a class of shares from the articles of incorporation, as a result of the operation of s. 279607.0631(2), 280when there are no remaining shares of the class because the corporation has acquired all shares of the class and the articles of incorporation prohibit the reissue of the acquired shares; or
    312(11) 313To make any other change expressly permitted by this chapter to be made without shareholder approval.
History.-s. 98, ch. 89-154; s. 28, ch. 93-281; s. 7, ch. 97-230; s. 119, ch. 2019-90; s. 26, ch. 2020-32.

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