Florida Statutes

Fla. Stat. § 607.0620 (2025)

Subscriptions for shares.

✓ 2025 Florida Statutes — current through the 2025 Regular Session

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607.0620 Subscriptions for shares.—

(1) A subscription for shares entered into before incorporation is irrevocable for 6 months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation.

(2) A subscription for shares, whether made before or after incorporation, is not enforceable against the subscriber unless in writing and signed by the subscriber.

(3) The board of directors may determine the payment terms of subscriptions for shares that were entered into before incorporation, unless the subscription agreement specifies them. A call for payment by the board of directors must be uniform as to all shares of the same class or series, unless the subscription agreement specifies otherwise.

(4) Shares issued pursuant to subscriptions entered into before incorporation are fully paid and nonassessable when the corporation receives the consideration specified in the subscription agreement.

(5) If a subscriber defaults in payment of money or property under a subscription agreement entered into before incorporation, the corporation may collect the amount owed as any other debt. Alternatively, unless the subscription agreement provides otherwise, the corporation may rescind the agreement and may sell the shares if the debt remains unpaid more than 20 days after the corporation delivers written demand for payment to the subscriber. If the subscription agreement is rescinded and the shares sold, then, notwithstanding the rescission, the defaulting subscriber or his, her, or its legal representative shall be entitled to be paid the excess of the sale proceeds over the sum of the amount due and unpaid on the subscription and the reasonable expenses incurred in selling the shares, but in no event shall the defaulting subscriber or his, her, or its legal representative be entitled to be paid an amount greater than the amount paid by the subscriber on the subscription.

(6) A subscription agreement entered into after incorporation is also subject to s. 607.0621.

History.—s. 37, ch. 89-154; s. 12, ch. 93-281; s. 8, ch. 97-102; s. 41, ch. 2019-90; s. 10, ch. 2020-32.

Notes of Decisions

Cited in 3 cases, 1993–2003 · leading case: Doltz v. Harris & Assocs., 280 F. Supp. 2d 377 (E.D. Pa. 2003).

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Doltz v. Harris & Assocs., 280 F. Supp. 2d 377 (E.D. Pa. 2003). · cites it 8× “Defense Based on Fla. Stat. § 607.0620 (2) At oral argument, which was held on April 29, 2003, the Court ordered both parties to file supplemental briefs addressing the issue of whether Fla.”

Marcus v. Shapiro, Abramson & Schwimmer, Pa, 620 So. 2d 1284 (Fla. 4th DCA 1993). · cites it 2× “051(1), Florida Statutes (1989), which was repealed, effective July, 1990 (subsequent to the filing of the complaint in this case) and replaced with section 607.0620, is applicable to savings and loans via section 665.”

Jacob v. Bernatek, 764 So. 2d 874 (Fla. 4th DCA 2000). · cites it 3× “Section 607.0620 regulates subscriptions for shares in a corporation.”

— 607.0620(2) — 2 cases

Doltz v. Harris & Assocs., 280 F. Supp. 2d 377 (E.D. Pa. 2003). “Defense Based on Fla. Stat. § 607.0620 (2) At oral argument, which was held on April 29, 2003, the Court ordered both parties to file supplemental briefs addressing the issue of whether Fla.”

Jacob v. Bernatek, 764 So. 2d 874 (Fla. 4th DCA 2000). “Section 607.0620 regulates subscriptions for shares in a corporation.”

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