Florida Statute 607.304 - Full Text and Legal Analysis

The 2025 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

Annotations, Discussions, Cases:

Cases Citing Statute 607.0304

Total Results: 15

Pesaplastic, C.A. v. Cincinnati Milacron Co., Tedruth Plastics Corp.

750 F.2d 1516, 1985 U.S. App. LEXIS 27698

Court of Appeals for the Eleventh Circuit | Filed: Jan 24, 1985 | Docket: 484304

Cited 66 times | Published

state. 5 . Under Fla.Stat.Ann. § 607.304(1) (1977), "[n]o foreign corporation shall have

Phillips v. Orange Co., Inc.

522 So. 2d 64, 1988 WL 9069

District Court of Appeal of Florida | Filed: Feb 12, 1988 | Docket: 1660947

Cited 16 times | Published

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

General Tire & Rubber v. HICKORY SPRINGS MFG.

388 So. 2d 264

District Court of Appeal of Florida | Filed: Aug 27, 1980 | Docket: 419898

Cited 5 times | Published

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

Chase Manhattan Bank v. Cebeck

505 So. 2d 539, 12 Fla. L. Weekly 921, 1987 Fla. App. LEXIS 7489

District Court of Appeal of Florida | Filed: Apr 1, 1987 | Docket: 1455270

Cited 3 times | Published

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

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

472 So. 2d 497, 10 Fla. L. Weekly 1500

District Court of Appeal of Florida | Filed: Jun 13, 1985 | Docket: 1793987

Cited 1 times | Published

Act." In particular, reliance is placed on section 607.304, Florida Statutes, regulating the right of

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

418 So. 2d 409, 1982 Fla. App. LEXIS 20922

District Court of Appeal of Florida | Filed: Aug 18, 1982 | Docket: 1288777

Cited 1 times | Published

considered to be transacting business under section 607.304(2), Florida Statutes (1981). In the case sub

STICKY HOLSTERS, INC. v. ALBERT J. WAGNER

District Court of Appeal of Florida | Filed: May 29, 2019 | Docket: 15688817

Published

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

Polackwich v. Florida Power & Light Co.

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

District Court of Appeal of Florida | Filed: Mar 22, 1991 | Docket: 64657459

Published

status as an independent contractor pursuant to section 607.304(2)(e), Florida Statutes (1989), Dry Dock could

Morley v. Slider

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

District Court of Appeal of Florida | Filed: Sep 27, 1989 | Docket: 64645192

Published

activities in this state which are not exempt under section 607.304, Florida Statutes, and which is not registered

Lawson Products, Inc. v. Tifco Industries, Inc.

660 F. Supp. 892, 1987 U.S. Dist. LEXIS 4119

District Court, M.D. Florida | Filed: May 22, 1987 | Docket: 2511384

Published

Transacting any business in interstate commerce.... Section 607.304(2), Florida Statutes (1985). Lawson maintains

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

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

District Court of Appeal of Florida | Filed: May 22, 1987 | Docket: 64627921

Published

indicate whether Perimeter enjoys the benefit of section 607.304(2), Florida Statutes (1985), a point we do

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

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

District Court of Appeal of Florida | Filed: Jul 22, 1983 | Docket: 64598354

Published

Section 607.354(1) must be read in light of section 607.304(2), which reads in pertinent part: 607.304

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

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

District Court of Appeal of Florida | Filed: Sep 21, 1982 | Docket: 64592237

Published

registered to do business in Florida pursuant to Section 607.304, Florida Statutes (1981) at the time it submitted

Batavia, Ltd. v. UNITED STATES, ETC.

393 So. 2d 1207

District Court of Appeal of Florida | Filed: Feb 13, 1981 | Docket: 1372320

Published

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

White v. Federal Financial Corp.

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

District Court of Appeal of Florida | Filed: Jan 4, 1980 | Docket: 64574003

Published

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