Chapter 607 Subcommittee

Philip Schwartz


Gary Teblum


The Chapter 607 Drafting Subcommittee is continuing its efforts to update and modernize Florida's corporate statutes (Chapter 607), which have not been comprehensively updated in almost 30 years. Since the Subcommittee was organized in late 2014, it has been engaged in a section-by-section, comprehensive review of Chapter 607. As of November 3, 2017, the Subcommittee has completed its comprehensive review of Articles 1 – 8 and Article 10 of the FBCA.  Relative to those completed Articles, a copy of the Master Draft, draft dated November 3, 2017, of Articles 1-8 and Article 10 of the FBCA has been posted on the Subcommittee's webpage on the Business Law Section's website (

While the draft that is posted on the website has been thoroughly reviewed by the Subcommittee, it is likely that additional changes will be made to the FBCA sections contained in this draft in the future based on issues that may arise during the Subcommittee's review of the remaining sections of the FBCA. Further, various substantive law committees of the Business Law Section have been asked to comment on several sections in the attached draft, and additional changes to this draft may be made based on those comments. As a result, this draft should not be considered a final proposal. 

The Subcommittee is currently in the process of completing its comprehensive review of Article 14 (Dissolution) of the FBCA and will next turn its attention to Article 15 (Foreign Qualification), Article 16 (Records and Reports) and Article 17 (Miscellaneous Provisions). Thereafter, the Subcommittee will take up as a collective topic the balance of the FBCA (Article 9 - Conversions and Domestications; Article 11 – Mergers and Share Exchanges; Article 12 – Disposition of Assets; and Article 13 - Appraisal Rights), since these remaining sections are interrelated.

The Subcommittee's current goal is to complete its review of the FBCA by the spring of 2018, so as to be in a position to propose 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 draft is being posted for consideration by interested parties. Additional sections of the proposed draft will be posted in the future as they become available. Interested parties who have comments regarding the draft should send their comments or questions to the Subcommittee c/o its co-chairs, Philip B. Schwartz ( and Gary I. Teblum (

Please note that the draft that has been posted 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.