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Update as of December 23, 2019
Over an almost five-year period, a Drafting Subcommittee (Subcommittee), that had been organized in 2014 under the auspices of the Corporations, Securities and Financial Services Committee of the Business Law Section, developed proposed modifications to the FBCA and to other Florida entity statutes to harmonize them with the changes to Chapter 607 made in the proposed modification. The proposal was considered by the Florida legislature during the 2019 legislative session. The final bill as adopted (CS/CS/HB 1009), which largely follows the proposal developed by the Subcommittee, unanimously passed the Florida House of Representatives on April 25, 2019 and the Florida Senate on April 30, 2019. It was signed into law by Governor DeSantis on June 07, 2019 and will become effective on January 1, 2020. The final statutory changes as adopted have been designated as Chapter 2019-90 of the Laws of Florida.
To assist practitioners with understanding key aspects of the final statute, several Articles have been prepared and published:
Articles describing Florida’s updated and modernized corporate statute:
By way of further background, when the Subcommittee was organized in 2014, its purpose was to make recommendations as to proposed changes to Chapter 607, Florida Statutes (the Florida Business Corporation Act or FBCA). In particular, the Subcommittee’s mission statement was to comprehensively study Florida’s business corporation statute and to propose a more cohesive revision and set of amendments with the purpose of (i) bringing the FBCA in line with the most recent version of the Model Business Corporation Act (Model Act) and the trends affecting the use of corporations by businesses today, (ii) maintaining Florida’s competiveness with other jurisdictions, (iii) seeking to fix issues presented by the existing Florida corporate statute that have been experienced by practitioners in practice and in litigating disputes concerning the operations of Florida corporations, and (iv) continuing to encourage the formation and use of Florida corporations where appropriate.
The proposal as developed by the Subcommittee largely followed the 2016 version of the Model Act (which is promulgated by the Corporate Laws Committee of the ABA Business Law Section). The proposal also borrowed parallel language and approaches from the Florida Revised Limited Liability Company Act.
The Subcommittee’s proposal was adopted by the Executive Counsel of the Business Law Section in September 2018 and was presented to the Florida legislature for its consideration in the fall of 2018.
A complete copy of the modifications to Chapter 607 (expanded to include all sections of Chapter 607, even if not modified) and to certain sections of other Florida entity statutes that were adopted by the legislature earlier this year, with the full commentary explaining the changes that were made can be found by clicking on the referenced link above or by clicking here. This final statute with commentary also includes a forward, which explains in more detail the work of the Subcommittee and identifies those who participated in the Subcommittee process, and an index. However, this final statute with commentary should not be relied upon by practitioners as being authoritative or completely accurate, and practitioners would be advised to consult the actual statutory provisions when providing advice to clients.