§ 607.0149 — Notice requirements

Florida § 607.0149

• Jurisdiction: Florida
• Title: XXXVI
• Ch. 607: FLORIDA BUSINESS CORPORATION ACT

Text

(1) Unless shareholder approval is required under s. 607.0147(3), prompt notice of an action taken by the board of directors under s. 607.0147 must be given to each holder of valid shares and each holder of putative shares, regardless of whether entitled to vote, that is a holder of valid shares or putative shares as of: (a) The date of the action by the board of directors taken under s. 607.0147; and (b) The date of the occurrence of the defective corporate action being ratified.

(2) Notice is not required to be given to those holders of valid shares or those holders of putative shares whose identities or addresses for notice cannot be determined from the records of the corporation.

(3) The notice must contain both of the following: (a) Either: 1. A copy of the action taken by the board of directors pursuant to s. 607.0147(1); or 2. The information required by s. 607.0147(1)(a)-(d) or (2)(a)-(c), as applicable. (b) A statement that, in order to be considered, any claim asserting that the ratification of the defective corporate action, and any putative shares issued as a result of such defective corporate action, should not be effective, or should be effective only on certain conditions, and must be brought, if at all, within 120 days after the applicable validation effective time.

(4) Notice under this section is not required with respect to any action required to be submitted to shareholders for approval pursuant to s. 607.0147(3) if notice is given in accordance with s. 607.0148(2).

(5) Notice required by this section may be given in any manner permitted under s. 607.0141 and, for any corporation subject to the reporting requirements of s. 13 or s. 15(d) of the Securities Exchange Act of 1934, may be given by means of a filing or furnishing of such notice with the United States Securities and Exchange Commission.

Legislative History

s. 5, ch. 2024-265; s. 65, ch. 2025-6.