607.0304

Lack of power to act.

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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.

Notes of Decisions

Cited in 1 case, 2019–2019 · leading case: STICKY HOLSTERS, INC. v. ALBERT J. WAGNER

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STICKY HOLSTERS, INC. v. ALBERT J. WAGNER (2019) fladistctapp · cites it 2× “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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