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Florida Statute 607.0304 - Full Text and Legal Analysis
Florida Statute 607.0304 | Lawyer Caselaw & Research
Link to State of Florida Official Statute
F.S. 607.0304 Case Law from Google Scholar Google Search for Amendments to 607.0304

The 2025 Florida Statutes

Title XXXVI
BUSINESS ORGANIZATIONS
Chapter 607
FLORIDA BUSINESS CORPORATION ACT
View Entire Chapter
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


Annotations, Discussions, Cases:

Cases Citing Statute 607.0304

Total Results: 15  |  Sort by: Relevance  |  Newest First

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Pesaplastic, C.A. v. Cincinnati Milacron Co., Tedruth Plastics Corp., 750 F.2d 1516 (11th Cir. 1985).

Cited 66 times | Published | Court of Appeals for the Eleventh Circuit | 1985 U.S. App. LEXIS 27698

state. 5 . Under Fla.Stat.Ann. § 607.304(1) (1977), "[n]o foreign corporation shall have
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Phillips v. Orange Co., Inc., 522 So. 2d 64 (Fla. 2d DCA 1988).

Cited 16 times | Published | Florida 2nd District Court of Appeal | 1988 WL 9069

transact business in the state of Florida. See § 607.304, Fla. Stat. (1985). While Orange Co.'s corporate
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Gen. Tire & Rubber v. HICKORY SPRINGS MFG., 388 So. 2d 264 (Fla. 5th DCA 1980).

Cited 5 times | Published | Florida 5th District Court of Appeal

DAUKSCH, C.J., and COBB, J., concur. NOTES [1] § 607.304, Fla. Stat. (1979). See also § 48.091, Fla. Stat
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Chase Manhattan Bank v. Cebeck, 505 So. 2d 539 (Fla. 1st DCA 1987).

Cited 3 times | Published | Florida 1st District Court of Appeal | 12 Fla. L. Weekly 921, 1987 Fla. App. LEXIS 7489

"transacting business" in this state under section 607.304(2)(g) and (h), Florida Statutes). We further
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W. Acc. Co. v. St. Dept. of Rev., 472 So. 2d 497 (Fla. 1st DCA 1985).

Cited 1 times | Published | Florida 1st District Court of Appeal | 10 Fla. L. Weekly 1500

Act." In particular, reliance is placed on section 607.304, Florida Statutes, regulating the right of
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United Engines, Inc. v. Citmoco Servs., Inc., 418 So. 2d 409 (Fla. 2d DCA 1982).

Cited 1 times | Published | Florida 2nd District Court of Appeal | 1982 Fla. App. LEXIS 20922

considered to be transacting business under section 607.304(2), Florida Statutes (1981). In the case sub
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Morley v. Slider, 549 So. 2d 242 (Fla. Dist. Ct. App. 1989).

Published | District Court of Appeal of Florida | 14 Fla. L. Weekly 2289, 1989 Fla. App. LEXIS 5300, 1989 WL 109978

activities in this state which are not exempt under section 607.304, Florida Statutes, and which is not registered
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Marinair Freight Forward, Inc. v. Florida Dep't of Com., 419 So. 2d 1136 (Fla. 1st DCA 1982).

Published | Florida 1st District Court of Appeal | 1982 Fla. App. LEXIS 21228

registered to do business in Florida pursuant to Section 607.304, Florida Statutes (1981) at the time it submitted
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Sticky Holsters, Inc. v. Albert J. Wagner (Fla. 2d DCA 2019).

Published | Florida 2nd District Court of Appeal

...unts I and VII of Wagner's third amended complaint. In count I, Wagner sought declaratory judgment regarding the status of Wagner's ownership interest in Sticky Holsters. In count VII, Wagner asserted a cause of action for ultra vires pursuant to section 607.0304, Florida Statutes (2014), against Sticky Holsters to declare void and set aside the transactions transferring both nonparty Rowles' shares and Wagner's shares to Christoff....
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Lawson Prods., Inc. v. Tifco Indus., Inc., 660 F. Supp. 892 (M.D. Fla. 1987).

Published | District Court, M.D. Florida | 1987 U.S. Dist. LEXIS 4119

Transacting any business in interstate commerce.... Section 607.304(2), Florida Statutes (1985). Lawson maintains
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Bellwether Props., L.P. v. Perimeter Acoustical & Walls, Inc., 508 So. 2d 733 (Fla. 4th DCA 1987).

Published | Florida 4th District Court of Appeal | 12 Fla. L. Weekly 1322, 1987 Fla. App. LEXIS 8359

indicate whether Perimeter enjoys the benefit of section 607.304(2), Florida Statutes (1985), a point we do
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Polackwich v. Florida Power & Light Co., 576 So. 2d 892 (Fla. Dist. Ct. App. 1991).

Published | District Court of Appeal of Florida | 1991 Fla. App. LEXIS 2519, 1991 WL 38135

status as an independent contractor pursuant to section 607.304(2)(e), Florida Statutes (1989), Dry Dock could
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Direct Mail Specialist, Inc. v. Terra Mar Grp., Inc., 434 So. 2d 1027 (Fla. 1st DCA 1983).

Published | Florida 1st District Court of Appeal | 1983 Fla. App. LEXIS 19903

Section 607.354(1) must be read in light of section 607.304(2), which reads in pertinent part: 607.304
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White v. Fed. Fin. Corp., 379 So. 2d 136 (Fla. Dist. Ct. App. 1980).

Published | District Court of Appeal of Florida | 1980 Fla. App. LEXIS 15441

business in Interstate Commerce,” which under Section 607.304, Florida Statutes (1977) would not constitute
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Batavia, Ltd. v. United States, Etc., 393 So. 2d 1207 (Fla. 1st DCA 1981).

Published | Florida 1st District Court of Appeal

security interests in real or personal property [Section 607.304(2)(g)] or securing or collecting debts or enforcing