(1) Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation‘s shareholders or to the shareholders of one or more classes or series of shares. An issuance of shares under this subsection is a share dividend.
(2) Shares of one class or series may not be issued as a share dividend in respect of shares of another class or series unless:

(a) The articles of incorporation so authorize,

Terms Used In Florida Statutes 607.0623

  • 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
  • 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.
  • Record date: means the date fixed for determining the identity of the corporation's shareholders and their share holdings for purposes of this chapter. 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) A majority of the votes entitled to be cast by the class or series to be issued approves the issue, or
(c) There are no outstanding shares of the class or series to be issued.
(3) The board of directors may fix the record date for determining shareholders entitled to a share dividend, but the date may not be retroactive. If the board of directors does not fix the record date for determining shareholders entitled to a share dividend, the record date is the date the board of directors authorizes the share dividend.
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