2020 Changes to Florida’s Corporations Act

The Florida legislature has been busy updating state laws governing various businesses the past few years; recently, the Florida Revised Limited Liability Company Act (FRLLCA) was passed. In January, the New Chapter 607 went into effect. This update is more commonly known as the Florida Revised Corporations Act, which amended parts of nearly every section of Chapter 607. This blog will give an overview of just a few of these changes. 

  1. You can essentially reserve a name for your corporation for 120 days without committing to anything else. If inspiration strikes and you suddenly come up with a great name for your future corporation, you are allowed to place a hold on the name for a non-renewable 120-day period of time. 
  2. You are now able to issue an Article of Correction related to document errors at any time. Previously, you generally had to issue these corrections within 30 days of the issuance of the erroneous document, but the recent amendment does away with this time frame. 
  3. Previously, you had to pick a name for your corporation that was considered “distinguishable” from the names of other existing corporations. However, with the permission of an existing entity, you may now use a name that is not necessarily distinguishable from that existing name. Identical names are still prohibited. 
  4. Board members now may convene an organizational meeting with the other directors with a two-day notice; previously, the shortest amount of time for such a notice was three days. 
  5. The revised law confers a host of new rights and privileges to shareholders. For example, shareholders may request annual financial statements from management and are entitled to receive this document in as little as five days. Additionally, shareholders are obligated to receive the full text of any amendments to the corporation’s Articles of Incorporation instead of merely a summary. Shareholders are also now entitled to know about any merger attempts in advance — regardless of their voting power. 
  6. A significant part of the FRCA also paves the way for virtual shareholder meetings and the validity of electronic signatures. The law was passed and signed well before the COVID-19 pandemic, so one could chalk up these updates to good timing. 

Conclusion

There are many more changes to Florida’s law governing corporations that this blog did not cover. The surest way to ensure that your corporation is up-to-date on all pertinent laws is by retaining an experienced and knowledgeable Florida business attorney. Bryant Taylor Law is passionate about helping entrepreneurs achieve their dreams while enjoying a solid legal foundation. The first step in your professional relationship with our firm is calling us at 954-282-9331 to receive a free 15-minute strategy session. 

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