(1) The articles of incorporation must set forth any classes of shares and series of shares within a class, and the number of shares of each class and series, that the corporation is authorized to issue. If more than one class or series of shares is authorized, the articles of incorporation must prescribe a distinguishing designation for each class or series, and before the issuance of shares of a class or series, describe the terms, including the preferences, limitations, and relative rights of that class or series. All shares of a class or series must have terms, including preferences, limitations, and relative rights, identical with those of other shares of the same class or series, except to the extent otherwise permitted by this section, s. 607.0602, or s. 607.0624.
(2) The articles of incorporation must authorize:

(a) One or more classes or series of shares that together have unlimited voting rights, and

Terms Used In Florida Statutes 607.0601

  • Articles of incorporation: includes original, amended, and restated articles of incorporation, articles of share exchange, and articles of merger, and all amendments thereto. See Florida Statutes 607.01401
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Dependent: A person dependent for support upon another.
  • Distribution: means a direct or indirect transfer of money or other property (except its own shares) or incurrence of indebtedness by a corporation to or for the benefit of its shareholders in respect of any of its shares. See Florida Statutes 607.01401
  • Person: includes an individual and an entity. See Florida Statutes 607.01401
  • Shareholder: means a record shareholder. See Florida Statutes 607.01401
  • Shares: means the units into which the proprietary interests in a corporation are divided. See Florida Statutes 607.01401
(b) One or more classes or series of shares (which may be the same class or series or classes or series as those with voting rights) that together are entitled to receive the net assets of the corporation upon dissolution.
(3) The articles of incorporation may authorize one or more classes or series of shares that:

(a) Have special, conditional, or limited voting rights, or no right to vote, except to the extent otherwise provided by this chapter;
(b) Are redeemable or convertible as specified in the articles of incorporation:

1. At the option of the corporation, the shareholder, or another person or upon the occurrence of a specified event;
2. For cash, indebtedness, securities, or other property; or
3. At prices and in an amount specified, or determined, in accordance with a formula;
(c) Entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative, or partially cumulative;
(d) Have preference over any other class or series of shares with respect to distributions, including distributions upon the dissolution of the corporation.
(4) The description of the designations, preferences, limitations, and relative rights of share classes or series in subsection (3) is not exhaustive.
(5) The terms of shares may be made dependent on facts ascertainable outside the articles of incorporation in accordance with s. 607.0120(11).
(6) Shares which are entitled to preference in the distribution of dividends or assets shall not be designated as common shares. Shares which are not entitled to preference in the distribution of dividends or assets shall be common shares and shall not be designated as preferred shares.
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