§ 607.0620 — Subscriptions for shares

Florida § 607.0620

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

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(1) A subscription for shares entered into before incorporation is irrevocable for 6 months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation.

(2) A subscription for shares, whether made before or after incorporation, is not enforceable against the subscriber unless in writing and signed by the subscriber.

(3) The board of directors may determine the payment terms of subscriptions for shares that were entered into before incorporation, unless the subscription agreement specifies them. A call for payment by the board of directors must be uniform as to all shares of the same class or series, unless the subscription agreement specifies otherwise.

(4) Shares issued pursuant to subscriptions entered into before incorporation are fully paid and nonassessable when the corporation receives the consideration specified in the subscription agreement.

(5) If a subscriber defaults in payment of money or property under a subscription agreement entered into before incorporation, the corporation may collect the amount owed as any other debt. Alternatively, unless the subscription agreement provides otherwise, the corporation may rescind the agreement and may sell the shares if the debt remains unpaid more than 20 days after the corporation delivers written demand for payment to the subscriber. If the subscription agreement is rescinded and the shares sold, then, notwithstanding the rescission, the defaulting subscriber or his, her, or its legal representative shall be entitled to be paid the excess of the sale proceeds over the sum of the amount due and unpaid on the subscription and the reasonable expenses incurred in selling the shares, but in no event shall the defaulting subscriber or his, her, or its legal representative be entitled to be paid an amount greater than the amount paid by the subscriber on the subscription.

(6) A subscription agreement entered into after incorporation is also subject to s. 607.0621.

Legislative History

s. 37, ch. 89-154; s. 12, ch. 93-281; s. 8, ch. 97-102; s. 41, ch. 2019-90; s. 10, ch. 2020-32.