Terms Used In Florida Statutes 607.606

  • 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
  • Benefit corporation: means a corporation that is formed, or has elected to become, subject to this part, the status of which as a benefit corporation has not been terminated. See Florida Statutes 607.602
  • 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.
  • General public benefit: means a material, positive effect on society and the environment, taken as a whole, as assessed using a third-party standard which is attributable to the business and operations of a benefit corporation. See Florida Statutes 607.602
  • 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
  • Minimum status vote: means :
    (a) In the case of a corporation that is to become a benefit corporation, whether by amendment of the articles of incorporation or by way of or pursuant to a merger, conversion, or share exchange; a benefit corporation whose articles of incorporation are to be amended pursuant to…. See Florida Statutes 607.602
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • Specific public benefit: includes , but is not limited to:
    (a) Providing low-income or underserved individuals or communities with beneficial products or services;
    (b) Promoting economic opportunity for individuals or communities beyond the creation of jobs in the normal course of business;
    (c) Protecting or restoring the environment;
    (d) Improving human health;
    (e) Promoting the arts, sciences, or advancement of knowledge;
    (f) Increasing the flow of capital to entities that have as their stated purpose the provision of a benefit to society or the environment; and
    (g) Any other public benefit consistent with the purposes of the benefit corporation. See Florida Statutes 607.602

(1) A benefit corporation has the purpose of creating general public benefit. This purpose is in addition to its purpose under s. 607.0301.
(2) The articles of incorporation of a benefit corporation may identify one or more specific public benefits as its purpose in addition to its purposes under subsection (1) and s. 607.0301. A benefit corporation may amend its articles of incorporation to add, amend, or delete the identification of a specific public benefit purpose; however, the amendment must be adopted by the minimum status vote. The identification of a specific public benefit under this subsection does not limit the obligation of a benefit corporation under subsection (1).
(3) The creation of general public benefit and a specific public benefit under subsections (1) and (2) is deemed to be in the best interest of the benefit corporation.
(4) A professional corporation that is a benefit corporation does not violate s. 621.08 by having as its purpose the creation of general public benefit or a specific public benefit.