Florida Statute 607.0304 | Lawyer Caselaw & Research

The 2024 Florida Statutes

Title XXXVI
BUSINESS ORGANIZATIONS

Chapter 607
FLORIDA BUSINESS CORPORATION ACT

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F.S. 607.0304

607.0304 Lack of power to act.—

(1) Except as provided in subsection (2), the validity of corporate action, including, but not limited to, any conveyance, transfer, or encumbrance of real or personal property to or by a corporation, may not be challenged on the ground that the corporation lacks or lacked power to act.

(2) A corporation’s power to act may be challenged:

(a) In a proceeding by a shareholder against the corporation to enjoin the act;

(b) In a proceeding by the corporation, directly, derivatively, or through a receiver, trustee, or other legal representative, or through shareholders in a representative suit, against an incumbent or former director, officer, employee, or agent of the corporation; or

(c) In a proceeding by the Department of Legal Affairs pursuant to s. 607.1403 or to enjoin the corporation from the transaction of unauthorized business.

(3) In a shareholder’s proceeding under paragraph (2)(a) to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss (other than anticipated profits) suffered by the corporation or another party because of enjoining the unauthorized act.

History.—s. 26, ch. 89-154; s. 27, ch. 2019-90.

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Amendments to 607.0304

Arrestable Offenses / Crimes under Fla. Stat. 607.0304

Level: Degree
Misdemeanor/Felony: First/Second/Third

Current data shows no reason an arrest or criminal charge should have occurred directly under Florida Statute 607.0304.

Annotations, Discussions, Cases:

Cases Citing Statute 607.0304

Total Results: 14

STICKY HOLSTERS, INC. v. ALBERT J. WAGNER

Court: Fla. Dist. Ct. App. | Date Filed: 2019-05-29T00:53:00-07:00

Snippet: of action for ultra vires pursuant to section 607.0304, Florida Statutes (2014), against Sticky Holsters

Polackwich v. Florida Power & Light Co.

Court: Fla. Dist. Ct. App. | Date Filed: 1991-03-22T00:00:00-08:00

Citation: 576 So. 2d 892, 1991 Fla. App. LEXIS 2519, 1991 WL 38135

Snippet: an independent contractor pursuant to section 607.304(2)(e), Florida Statutes (1989), Dry Dock could … effecting sales within the meaning of section 607.304; therefore, based on the record before us, O’Day

Hollander v. Rosen

Court: Fla. Dist. Ct. App. | Date Filed: 1989-11-14T00:00:00-08:00

Citation: 555 So. 2d 384, 14 Fla. L. Weekly 2661, 1989 Fla. App. LEXIS 6362, 1989 WL 136136

Snippet: authority to transact business in Florida, see id. §§ 607.304, 607.307, or (b) that, although the corporation…Miami, Florida, that is not enough. Subsection 607.304(2), Florida Statutes, contains a nonexclusive list…transaction of business for purposes of subsection 607.304(1). Consequently, the plaintiffs nonspecific allegation…required to apply for authority under subsection 607.304 but failed to do so. . Effective July 1, 1990

Morley v. Slider

Court: Fla. Dist. Ct. App. | Date Filed: 1989-09-27T00:00:00-07:00

Citation: 549 So. 2d 242, 14 Fla. L. Weekly 2289, 1989 Fla. App. LEXIS 5300, 1989 WL 109978

Snippet: this state which are not exempt under section 607.304, Florida Statutes, and which is not registered

Phillips v. Orange Co., Inc.

Court: Fla. Dist. Ct. App. | Date Filed: 1988-02-11T23:53:00-08:00

Citation: 522 So. 2d 64

Snippet: transact business in the state of Florida. See § 607.304, Fla. Stat. (1985). While Orange Co.'s corporate

Bellwether Properties, L.P. v. Perimeter Acoustical & Walls, Inc.

Court: Fla. Dist. Ct. App. | Date Filed: 1987-05-22T00:00:00-07:00

Citation: 508 So. 2d 733, 12 Fla. L. Weekly 1322, 1987 Fla. App. LEXIS 8359

Snippet: whether Perimeter enjoys the benefit of section 607.304(2), Florida Statutes (1985), a point we do not

Chase Manhattan Bank v. Cebeck

Court: Fla. Dist. Ct. App. | Date Filed: 1987-03-31T23:53:00-08:00

Citation: 505 So. 2d 539

Snippet: transacting business" in this state under section 607.304(2)(g) and (h), Florida Statutes). We further agree

Western Acc. Co. v. St. Dept. of Rev.

Court: Fla. Dist. Ct. App. | Date Filed: 1985-06-13T00:53:00-07:00

Citation: 472 So. 2d 497

Snippet: ; In particular, reliance is placed on section 607.304, Florida Statutes, regulating the right of foreign

Direct Mail Specialist, Inc. v. Terra Mar Group, Inc.

Court: Fla. Dist. Ct. App. | Date Filed: 1983-07-22T00:00:00-07:00

Citation: 434 So. 2d 1027, 1983 Fla. App. LEXIS 19903

Snippet: read in light of section 607.304(2), which reads in pertinent part: 607.304 Admission of Foreign Corporation

Marinair Freight Forward, Inc. v. Florida Department of Commerce

Court: Fla. Dist. Ct. App. | Date Filed: 1982-09-21T00:00:00-07:00

Citation: 419 So. 2d 1136, 1982 Fla. App. LEXIS 21228

Snippet: to do business in Florida pursuant to Section 607.304, Florida Statutes (1981) at the time it submitted… “done business” within the meaning of Section 607.304. Finally we reject Graphic’s contention that the

United Engines, Inc. v. Citmoco Services, Inc.

Court: Fla. Dist. Ct. App. | Date Filed: 1982-08-18T00:53:00-07:00

Citation: 418 So. 2d 409

Snippet: considered to be transacting business under section 607.304(2), Florida Statutes (1981). In the case sub judice…was not transacting business pursuant to section 607.304(2). Answers to interrogatories filed by the appellant…state of Florida within the meaning of section 607.304, Florida Statutes (1981), without receiving authority

Batavia, Ltd. v. UNITED STATES, ETC.

Court: Fla. Dist. Ct. App. | Date Filed: 1981-02-12T23:53:00-08:00

Citation: 393 So. 2d 1207

Snippet: interests in real or personal property [Section 607.304(2)(g)] or securing or collecting debts or enforcing… rights in property securing the same [Section 607.304(2)(h)] are not considered to be transacting business…required for the first time to construe Section 607.304(2)(g) and (h), Florida Statutes. The express wording…DCA 1972) reveals that the enactment of Section 607.304(2)(g) and (h) does what these cases already permitted…case decided prior to the enactment of Section 607.304(2)(g) and (h), stands for the proposition that,

General Tire & Rubber v. HICKORY SPRINGS MFG.

Court: Fla. Dist. Ct. App. | Date Filed: 1980-08-27T00:53:00-07:00

Citation: 388 So. 2d 264

Snippet: DAUKSCH, C.J., and COBB, J., concur. NOTES [1] § 607.304, Fla. Stat. (1979). See also § 48.091, Fla. Stat

White v. Federal Financial Corp.

Court: Fla. Dist. Ct. App. | Date Filed: 1980-01-04T00:00:00-08:00

Citation: 379 So. 2d 136, 1980 Fla. App. LEXIS 15441

Snippet: business in Interstate Commerce,” which under Section 607.304, Florida Statutes (1977) would not constitute transacting