In the case of a domestication of a domestic corporation into a foreign jurisdiction, the plan of domestication shall be adopted in the following manner:

(1) The plan of domestication must first be adopted by the board of directors of such domestic corporation.
(2)(a) The plan of domestication must then be approved by the shareholders of such domestic corporation.

Terms Used In Florida Statutes 607.11921

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • 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.
  • Domestic: means , with respect to an entity, an entity governed as to its internal affairs by the laws of this state. See Florida Statutes 607.01401
  • domestic corporation: means a corporation for profit, which is not a foreign corporation, incorporated under this chapter. See Florida Statutes 607.01401
  • Domesticated corporation: means the domesticating corporation as it continues in existence after a domestication. See Florida Statutes 607.01401
  • Domesticating corporation: means the domestic corporation that approves a plan of domestication pursuant to…. See Florida Statutes 607.01401
  • Domestication: means a transaction pursuant to ss. See Florida Statutes 607.01401
  • Entity: includes corporation and foreign corporation; unincorporated association; business trust, estate, limited liability company, partnership, trust, and two or more persons having a joint or common economic interest; and state, United States, and foreign governments. See Florida Statutes 607.01401
  • Foreign: means , with respect to an entity, an entity governed as to its internal affairs by the organic law of a jurisdiction other than this state. See Florida Statutes 607.01401
  • Foreign corporation: means an entity incorporated or organized under laws other than the laws of this state which would be a corporation for profit if incorporated under the laws of this state. See Florida Statutes 607.01401
  • Interest: means :
    (a) A share in a corporation for profit;
    (b) A membership in a nonprofit corporation;
    (c) A partnership interest in a general partnership, including a limited liability partnership;
    (d) A partnership interest in a limited partnership, including a limited liability limited partnership;
    (e) A membership interest in a limited liability company;
    (f) A share or beneficial interest in a real estate investment trust;
    (g) A member's interest in a limited cooperative association;
    (h) A beneficial interest in a statutory trust, business trust, or common law business trust; or
    (i) A governance interest or distributional interest in another entity. See Florida Statutes 607.01401
  • Interest holder: means :
    (a) A shareholder of a corporation for profit;
    (b) A member of a nonprofit corporation;
    (c) A general partner of a general partnership;
    (d) A general partner of a limited partnership;
    (e) A limited partner of a limited partnership;
    (f) A member of a limited liability company;
    (g) A shareholder or beneficial owner of a real estate investment trust;
    (h) A beneficiary or beneficial owner of a statutory trust, business trust, or common law business trust; or
    (i) Another direct holder of an interest. See Florida Statutes 607.01401
  • Interest holder liability: means :
    (a) Personal liability for a liability of an entity which is imposed on a person:
    1. See Florida Statutes 607.01401
  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • Organic rules: means the public organic record and private organic rules of an entity. See Florida Statutes 607.01401
  • Proceeding: includes a civil suit, a criminal action, an administrative action, and an investigatory action. See Florida Statutes 607.01401
  • Quorum: The number of legislators that must be present to do business.
  • 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
  • Voting group: means all shares of one or more classes or series that under the articles of incorporation or this chapter are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. See Florida Statutes 607.01401
(b) In submitting the plan of domestication to the shareholders for approval, the board of directors shall recommend that the shareholders approve the plan, unless:

1. The board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation; or
2. Section 607.0826 applies.
(c) If either subparagraph (b)1. or subparagraph (b)2. applies, the board shall inform the shareholders of the basis for its so proceeding without such recommendation.
(3) The board of directors may set conditions for approval of the plan of domestication by the shareholders or the effectiveness of the plan of domestication.
(4) If the plan of domestication is required to be approved by the shareholders, and if the approval of the shareholders is to be given at a meeting, the corporation must notify each shareholder, regardless of whether entitled to vote, of the meeting of shareholders at which the plan of domestication is to be submitted for approval. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the plan of domestication and must contain or be accompanied by a copy of the plan. The notice must include or be accompanied by a written copy of the organic rules of the domesticated eligible entity as they will be in effect immediately after the domestication.
(5) Unless this chapter, the articles of incorporation, or the board of directors acting pursuant to subsection (3) require a greater vote or a greater quorum in the respective case, approval of the plan of domestication requires:

(a) The approval of the shareholders at a meeting at which a quorum exists consisting of a majority of the votes entitled to be cast on the plan; and
(b) Except as provided in subsection (6), the approval of each class or series of shares voting as a separate voting group at a meeting at which a quorum of the voting group exists consisting of a majority of the votes entitled to be cast on the plan by that voting group.
(6) The articles of incorporation may expressly limit or eliminate the separate voting rights provided in paragraph (5)(b) as to any class or series of shares, except when the public organic rules of the foreign corporation resulting from the domestication include what would be in effect an amendment that would entitle the class or series to vote as a separate voting group under s. 607.1004 if it were a proposed amendment of the articles of incorporation of a domestic domesticating corporation.
(7) If, as a result of a domestication, one or more shareholders of a domestic domesticating corporation would become subject to interest holder liability, approval of the plan of domestication shall require the signing in connection with the domestication, by each such shareholder, of a separate written consent to become subject to such interest holder liability, unless in the case of a shareholder that already has interest holder liability with respect to the domesticating corporation, the terms and conditions of the interest holder liability with respect to the domesticated corporation are substantially identical to those of the existing interest holder liability, other than for changes that eliminate or reduce such interest holder liability.
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