Acquired eligible entity: means the domestic or foreign eligible entity that will have all of one or more classes or series of its shares or eligible interests acquired in a share exchange. See Florida Statutes 607.01401
Administrative Procedures Committee: means a committee designated by joint rule of the Legislature or by agreement between the President of the Senate and the Speaker of the House of Representatives. See Florida Statutes 1.01
Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
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.
Appeal: A request made after a trial, asking another court (usually the court of appeals) to decide whether the trial was conducted properly. To make such a request is "to appeal" or "to take an appeal." One who appeals is called the appellant.
Appraisal: A determination of property value.
Arrest: Taking physical custody of a person by lawful authority.
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.
Dependent: A person dependent for support upon another.
Discovery: Lawyers' examination, before trial, of facts and documents in possession of the opponents to help the lawyers prepare for trial.
Dismissal: The dropping of a case by the judge without further consideration or hearing. Source:
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
Document: means :
(a) Any tangible medium on which information is inscribed, and includes any writing or written instrument; or
Effective date: means , when referring to a document accepted for filing by the department, the date and time determined in accordance with…. See Florida Statutes 607.01401
Electronic: means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities. See Florida Statutes 607.01401
Electronic record: means information that is stored in an electronic or other medium and is retrievable in paper form through an automated process used in conventional commercial practice, unless otherwise authorized under…. See Florida Statutes 607.01401
electronically transmitted: means any form or process of communication not directly involving the physical transfer of paper or another tangible medium, which:
(a) Is suitable for the retention, retrieval, and reproduction of information by the recipient; and
(b) Is retrievable in paper form by the recipient through an automated process used in conventional commercial practice, unless otherwise authorized under…. See Florida Statutes 607.01401
Entitlement: A Federal program or provision of law that requires payments to any person or unit of government that meets the eligibility criteria established by law. Entitlements constitute a binding obligation on the part of the Federal Government, and eligible recipients have legal recourse if the obligation is not fulfilled. Social Security and veterans' compensation and pensions are examples of entitlement programs.
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
Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. Source: U.S. Courts
Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
Felony: A crime carrying a penalty of more than a year in prison.
Fiduciary: A trustee, executor, or administrator.
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
Foreign nonprofit corporation: means an entity incorporated or organized under laws other than the laws of this state which would be a nonprofit corporation if incorporated under the laws of this state. See Florida Statutes 607.01401
Fraud: Intentional deception resulting in injury to another.
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.
Jurisdiction of formation: means , with respect to an entity:
(a) The jurisdiction under whose organic law the entity is formed, incorporated, or created or otherwise comes into being; however, for these purposes, if an entity exists under the law of a jurisdiction different from the jurisdiction under which the entity originally was formed, incorporated, or created or otherwise came into being, then the jurisdiction under which the entity then exists is treated as the jurisdiction of formation; or
(b) In the case of a limited liability partnership or foreign limited liability partnership, the jurisdiction in which the partnership's statement of qualification or equivalent document is filed. See Florida Statutes 607.01401
Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
Lien: A claim against real or personal property in satisfaction of a debt.
Mail: means the United States mail, facsimile transmissions, and private mail carriers handling nationwide mail services. See Florida Statutes 607.01401
person: includes individuals, children, firms, associations, joint adventures, partnerships, estates, trusts, business trusts, syndicates, fiduciaries, corporations, and all other groups or combinations. See Florida Statutes 1.01
Personal property: All property that is not real property.
Plea: In a criminal case, the defendant's statement pleading "guilty" or "not guilty" in answer to the charges, a declaration made in open court.
Precedent: A court decision in an earlier case with facts and law similar to a dispute currently before a court. Precedent will ordinarily govern the decision of a later similar case, unless a party can show that it was wrongly decided or that it differed in some significant way.
Principal office: means the office (in or out of this state) where the principal executive offices of a domestic or foreign corporation are located as designated in the articles of incorporation or other initial filing until an annual report has been filed, and thereafter as designated in the annual report. See Florida Statutes 607.01401
Private organic rules: means the rules, whether or not in a record, which govern the internal affairs of an entity, are binding on all its interest holders, and are not part of its public organic record, if any. See Florida Statutes 607.01401
Probable cause: A reasonable ground for belief that the offender violated a specific law.
Probation: A sentencing alternative to imprisonment in which the court releases convicted defendants under supervision as long as certain conditions are observed.
Proceeding: includes a civil suit, a criminal action, an administrative action, and an investigatory action. See Florida Statutes 607.01401
Prosecute: To charge someone with a crime. A prosecutor tries a criminal case on behalf of the government.
Protected agreement: means :
(a) A record evidencing indebtedness and any related agreement in effect on January 1, 2020;
(b) An agreement that is binding on an entity on January 1, 2020;
(c) The organic rules of an entity in effect on January 1, 2020; or
(d) An agreement that is binding on any of the governors or interest holders of an entity on January 1, 2020. See Florida Statutes 607.01401
Proxy voting: The practice of allowing a legislator to cast a vote in committee for an absent legislator.
Public organic record: means a record, the filing of which by a governmental body is required to form an entity, and an amendment to or restatement of such record. See Florida Statutes 607.01401
Quorum: The number of legislators that must be present to do business.
Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
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
Record shareholder: means :
(a) The person in whose name shares are registered in the records of the corporation; or
(b) The person identified as a beneficial owner of shares in the beneficial ownership certificate under…. See Florida Statutes 607.01401
Secretary: means the corporate officer to whom the board of directors has delegated responsibility under…. See Florida Statutes 607.01401
signature: means , with present intent to authenticate or adopt a document:
(a) To execute or adopt a tangible symbol on a document, which includes any manual facsimile or conformed signature; or
(b) To attach or to logically associate with an electronic transmission an electronic sound, symbol, or process, which includes an electronic signature in an electronic transmission. See Florida Statutes 607.01401
Statute: A law passed by a legislature.
Subpoena: A command to a witness to appear and give testimony.
Subscriber: means a person who subscribes for shares in a corporation, whether before or after incorporation. See Florida Statutes 607.01401
Testimony: Evidence presented orally by witnesses during trials or before grand juries.
Treasury shares: means shares of a corporation that belong to the issuing corporation, which shares are authorized and issued shares that are not outstanding, are not canceled, and have not been restored to the status of authorized but unissued shares. See Florida Statutes 607.01401
Trustee: A person or institution holding and administering property in trust.
Type of entity: means a generic form of entity either:
(a) Recognized at common law; or
(b) Formed under an organic law, regardless of whether some entities formed under that organic law are subject to provisions of that law that create different categories of the form of entity. See Florida Statutes 607.01401
United States: includes district, authority, bureau, commission, department, and any other agency of the United States. See Florida Statutes 607.01401
Unrestricted voting trust beneficial owner: means , with respect to any shareholder rights, a voting trust beneficial owner whose entitlement to exercise the shareholder right in question is not inconsistent with the voting trust agreement. See Florida Statutes 607.01401
veteran: means a person who served in the active military, naval, or air service and who was discharged or released under honorable conditions only or who later received an upgraded discharge under honorable conditions, notwithstanding any action by the United States Department of Veterans Affairs on individuals discharged or released with other than honorable discharges. See Florida Statutes 1.01
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
Voting trust beneficial owner: means an owner of a beneficial interest in shares of the corporation held in a voting trust established pursuant to…. See Florida Statutes 607.01401
Writ: A formal written command, issued from the court, requiring the performance of a specific act.
writing: includes handwriting, printing, typewriting, and all other methods and means of forming letters and characters upon paper, stone, wood, or other materials. See Florida Statutes 1.01
Writing: means printing, typewriting, electronic communication, or other communication that is reducible to a tangible form. See Florida Statutes 607.01401