Chapter 607 Subcommittee

Philip Schwartz

Co-Chair

Gary Teblum

Co-Chair

Update as of March 2017

The Chapter 607 Drafting Subcommittee is continuing its efforts to update and modernize Florida's corporate statutes (Chapter 607). Since November 2017 (when the Subcommittee posted a draft of proposed Articles 1-8 and Article 10 of the FBCA), the Subcommittee has been able to complete its review of Article 14 (Dissolution), Article 15 (Foreign Qualification) and Article 16 (Records and Reports). It has also made additional changes to various sections in Articles 1-8 and 10 in response to Subcommittee discussions on Articles 14-16 and based on comments received from Subcommittee members and other interested parties. The Subcommittee is also in discussion with several substantive law committees of the Business Law Section who are reviewing the latest drafts of these Articles, and one or more additional changes to the draft of these Articles are likely to be made based on those comments. As a result, the drafts of these Articles that are being posted online today should not be considered a final proposal. 

 

Accordingly, the Subcommittee is today posting on the Subcommittee's webpage on the Business Law Section's website (www.flabizlaw.org) a new draft of the Master Draft, which now includes not only Articles 1-8 and Article 10 of the FBCA, but also Articles 14-16 of the FBCA, draft dated March 22, 2018. The Subcommittee is currently in the process of reviewing the merger, share exchange, conversion, domestication, and sales of assets provisions of the FBCA (Articles 11 and 12), and the related topic of appraisal rights (Article 13), and hopes to complete those efforts by June 2018. The Subcommittee's goal remains to complete its proposed revisions to the FBCA in order to be in a position to present a complete updated version of the corporate statute to the Florida legislature (together with certain limited corresponding changes in the statutes for other Florida entities) for consideration during the 2019 legislative session.

 

This new draft of the Master Draft is being posted for consideration by interested parties. Additional draft Articles and/or discrete parts of Articles will be posted in the future as they become available. Interested parties who have comments regarding the newly posted draft of the Master Draft should send their comments or questions to the Subcommittee c/o its co-chairs, Philip B. Schwartz (philip.schwartz@akerman.com) and Gary I. Teblum (gteblum@trenam.com).

 

Please note that the draft that has been posted today on the Subcommittee's webpage represents the work product of the Subcommittee, and does not yet have the approval of the Executive Council of the Business Law Section.

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