Florida Statutes 607.0602 – Terms of class or series determined by board of directors
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(1) If the articles of incorporation so provide, the board of directors is authorized, without shareholder approval, to:
(a) Classify any unissued shares into one or more classes or into one or more series within a class;
Terms Used In Florida Statutes 607.0602
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Articles of incorporation: includes original, amended, and restated articles of incorporation, articles of share exchange, and articles of merger, and all amendments thereto. See Florida Statutes 607.01401
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Department: means the Florida Department of State. See Florida Statutes 607.01401
- Shareholder: means a record shareholder. See Florida Statutes 607.01401
- Shares: means the units into which the proprietary interests in a corporation are divided. See Florida Statutes 607.01401
(b) Reclassify any unissued shares of any class into one or more classes or into one or more series within a class; or
(c) Reclassify any unissued shares of any series of any class into one or more classes or into one or more series within a class.
(2) If the board of directors acts pursuant to subsection (1), it shall determine the terms, including the preferences, limitations, and relative rights, to the extent allowed under s. 607.0601, of:
(a) Any class of shares before the issuance of any shares of that class; or
(b) Any series within a class before the issuance of any shares of that series.
(3) Each class and each series of a class must be given a distinguishing designation.
(4) All shares of a series must have preferences, limitations, and relative rights identical with those of other shares of the same series and, except to the extent otherwise provided in the description of the series, of those of other series of the same class.
(5) Before issuing any shares of a class or series created under this section, the corporation shall deliver to the department for filing articles of amendment, which are effective without shareholder action, that set forth:
(a) The name of the corporation;
(b) The text of the amendment determining the terms of the class or series of shares;
(c) The date the amendment was adopted; and
(d) A statement that the amendment was duly adopted by the board of directors.