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The Florida Statutes

The 2021 Florida Statutes

Title XXXVI
BUSINESS ORGANIZATIONS
Chapter 607
FLORIDA BUSINESS CORPORATION ACT
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F.S. 607.11923
607.11923 Amendment of a plan of domestication; abandonment.
(1) A plan of domestication of a domestic corporation adopted under s. 607.11920(3) may be amended:
(a) In the same manner as the plan of domestication was approved, if the plan does not provide for the manner in which it may be amended; or
(b) In the manner provided in the plan of domestication, except that a shareholder that was entitled to vote on or consent to approval of the plan is entitled to vote on or consent to any amendment of the plan that will change:
1. The amount or kind of shares or other securities; obligations; rights to acquire shares or other securities; cash; other property; or any combination of the foregoing, to be received by any of the shareholders or holders of rights to acquire shares or other securities of the domesticating corporation under the plan;
2. The organic rules of the domesticated corporation that are to be in writing and that will be in effect immediately after the domestication becomes effective, except for changes that do not require approval of the shareholders of the domesticated corporation under its organic rules as set forth in the plan of domestication; or
3. Any of the other terms or conditions of the plan, if the change would adversely affect the shareholder in any material respect.
(2) After a plan of domestication has been adopted and approved by a domestic corporation as required by this chapter, and before the articles of domestication have become effective, the plan may be abandoned by the corporation without action by its shareholders in accordance with any procedures set forth in the plan or, if no such procedures are set forth in the plan, in the manner determined by the board of directors of the domestic corporation.
(3) If a domestication is abandoned after the articles of domestication have been delivered to the department for filing but before the articles of domestication have become effective, a statement of abandonment signed by the domesticating corporation must be delivered to the department for filing before the articles of domestication become effective. The statement shall take effect upon filing, and the domestication shall be deemed abandoned and shall not become effective. The statement of abandonment must contain:
(a) The name of the domesticating corporation;
(b) The date on which the articles of domestication were filed by the department; and
(c) A statement that the domestication has been abandoned in accordance with this section.
History.s. 151, ch. 2019-90; s. 35, ch. 2020-32.