As of Jan. 1, comprehensive revisions to Chapter 607 cited as the Florida Business Corporation Act (FBCA) became effective. The FBCA was revised to synchronize the FBCA with the Revised Model Business Corporation Act (Model Act) (on which the FBCA is largely modeled), simplify the language used, harmonize with the Florida Revised Limited Liability Company Act (FRLLCA) where considered appropriate, and to create more organization within the Act itself, especially through corrections to cross references contained within. Among the reasons for such significant changes to the FBCA, it is most noticeable that the revisions were drafted in order to create consistency, uniformity, and harmonization among the FBCA, FRLLCA, and the Model Act. According to the House of Representatives staff analysis of Bill CS/CS/HB 1009, Business Organizations, dated April 18, 2019, detailing the comprehensive revisions to the FBCA, the FBCA regulates approximately 778, 913 corporations existing within the state of Florida. Thus, the revisions to the FBCA are vital to corporations in assessing Florida’s corporate landscape to plan and prepare for what may lie ahead.

One area of significant importance is judicial dissolution of Florida corporations. The formal process of dissolution effectively ends the Florida corporation’s existence as a state-registered business entity while also removing its connection to anyone who may wish to bring an action against that corporation, effectively leading the corporation to “wind up.” Dissolution can be voluntary (by the corporation’s shareholders) or involuntary (through court order or failing to perform administrative tasks required by the state).

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