Fla. Stat. § 607.1007
Restated articles of incorporation
Redline — January 1, 2011 → current.View current text →
Current — January 1, 2019
As of January 1, 2011
(1) A corporation’s board of directors may restate its articles of incorporation at any time with or without shareholder action.
(1) A corporation’s board of directors may restate its articles of incorporation at any time without shareholder approval, subject to subsection (2).
(2) The restatement may include one or more amendments to the articles. If the restatement includes an amendment requiring shareholder approval, it must be adopted as provided in s. 607.1003.
(2) If the restated articles include one or more new amendments that require shareholder approval, the amendments must be adopted and approved as provided in s. 607.1003.
(3) If the board of directors submits a restatement for shareholder action, the corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders’ meeting in accordance with s. 607.0705. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy of the restatement that identifies any amendment or other change it would make in the articles.
(3) Notwithstanding subsection (1), if the board of directors submits a restatement for shareholder approval, and the approval is to be given at a meeting, the corporation must notify each shareholder, whether or not entitled to vote, of the meeting of shareholders at which the restatement is to be submitted for approval. The notice must be given in accordance with s. 607.0705 and must state that the purpose, or one of the purposes, of the meeting is to consider the restatement and must contain or be accompanied by a copy of the restatement.
(4) A corporation restating its articles of incorporation shall execute and deliver to the Department of State for filing articles of restatement, that comply with the provisions of s. 607.0120, and to the extent applicable, s. 607.0202, setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate setting forth: (a) Whether the restatement contains an amendment to the articles requiring shareholder approval and, if it does not, that the board of directors adopted the restatement; or (b) If the restatement contains an amendment to the articles requiring shareholder approval, the information required by s. 607.1006.
(4) A corporation that restates its articles of incorporation shall execute and deliver to the department for filing articles of restatement, that comply with the provisions of s. 607.0120, and to the extent applicable, s. 607.0202, setting forth: (a) The name of the corporation; (b) The text of the restated articles of incorporation; (c) A statement that the restated articles consolidate all amendments into a single document; and (d) If one or more new amendments are included in the restated articles, the statements required under s. 607.1006 with respect to each new amendment.
(5) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them.
(5) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to the articles of incorporation.
(6) The Department of State may certify restated articles of incorporation, as the articles of incorporation currently in effect, without including the certificate information required by subsection (4).
(6) The department may certify restated articles of incorporation, as the articles of incorporation currently in effect, without including the statements required by subsection (4).
Official source: Online Sunshine (Florida Legislature). Reproduced from public-domain Florida statutes; confirm against the official source for the current text. Not legal advice.