Fla. Stat. § 607.1201
Disposition of assets not requiring shareholder approval
Redline — January 1, 2011 → current.View current text →
Current — January 1, 2019
As of January 1, 2011
(1) A corporation may, on the terms and conditions and for the consideration determined by the board of directors:
(a) Sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property in the usual and regular course of business;
(b) Mortgage, pledge, dedicate to the repayment of indebtedness (whether with or without recourse), create a security interest in, or otherwise encumber any or all of its property whether or not in the usual and regular course of business; or
(c) Transfer any or all of its property to a corporation all the shares of which are owned by the corporation.
Unless the articles of incorporation otherwise provide, no approval by shareholders is required to:
(1) Sell, lease, exchange, or otherwise dispose of any or all of the corporation’s assets in the usual and regular course of business;
(2) Mortgage, pledge, dedicate to the repayment of indebtedness (whether with or without recourse), create a security interest in, or otherwise encumber any or all of the corporation’s assets, regardless of whether in the usual and regular course of business;
(3) Transfer any or all of the corporation’s assets to one or more domestic or foreign corporations or other entities all of the shares or interests of which are owned by the corporation; or
(4) Distribute assets pro rata to the holders of one or more classes or series of the corporation’s shares, except to the extent that the distribution is part of a dissolution of the corporation under ss. 607.1401-607.14401.
Official source: Online Sunshine (Florida Legislature). Reproduced from public-domain Florida statutes; confirm against the official source for the current text. Not legal advice.