Florida Statute 607.0621 - Full Text and Legal Analysis

The 2025 Florida Statutes

Title XXXVI
BUSINESS ORGANIZATIONS

Chapter 607
FLORIDA BUSINESS CORPORATION ACT

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607.0621 Issuance of shares.—

(1) The powers granted in this section to the board of directors may be reserved to the shareholders by the articles of incorporation.

(2) The board of directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the corporation, including cash, promissory notes, services performed, promises to perform services evidenced by a written contract, or other securities of the corporation.

(3) Before the corporation issues shares, the board of directors must determine that the consideration received or to be received for shares to be issued is adequate. That determination by the board of directors is conclusive insofar as the adequacy of consideration for the issuance of shares relates to whether the shares are validly issued, fully paid, and nonassessable. When it cannot be determined that outstanding shares are fully paid and nonassessable, there shall be a conclusive presumption that such shares are fully paid and nonassessable if the board of directors makes a good faith determination that there is no substantial evidence that the full consideration for such shares has not been paid.

(4) When the corporation receives the consideration for which the board of directors authorized the issuance of shares, the shares issued therefor are fully paid and nonassessable. Consideration in the form of a promise to pay money or a promise to perform services is received by the corporation at the time of the making of the promise, unless the agreement specifically provides otherwise.

(5) The corporation may place in escrow shares issued for a contract for future services or benefits or a promissory note, or make other arrangements to restrict the transfer of the shares, and may credit distributions in respect of the shares against their purchase price, until the services are performed, the note is paid, or the benefits received. If the services are not performed, the note is not paid, or the benefits are not received, the shares escrowed or restricted and the distributions credited may be canceled in whole or part.

History.—s. 38, ch. 89-154; s. 42, ch. 2019-90.

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Amendments to 607.0621

Annotations, Discussions, Cases:

Cases Citing Statute 607.0621

Total Results: 2 | Sort by: Relevance | Newest First

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Faro v. Simplex Med. Sys., Inc., 748 So. 2d 342 (Fla. 4th DCA 1999).

Published | Florida 4th District Court of Appeal | 1999 Fla. App. LEXIS 16563, 1999 WL 1111766

PER CURIAM. Because, contrary to the finding below, the evidence as to the only disputed fact unequivocally establishes that Simplex, Inc. received the required consideration for the issuance of the shares of stock which are now in question, see § 607.0621(3),(4), Fla....

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Jacob v. Bernatek, 764 So. 2d 874 (Fla. 4th DCA 2000).

Published | Florida 4th District Court of Appeal | 2000 Fla. App. LEXIS 10119, 2000 WL 1140496

...d not pay. The stock certificate was “prematurely issued” without receipt of the $10,000 called for in the minutes, and therefore the corporation canceled the stock certificate “as authorized by law.” The court cited to sections 607.0620 and 607.0621, Florida Statutes (1997), as supporting authority....

...l fact remain to be litigated with regard to the nature of the agreement between the parties regarding the issuance of the stock certificate. We agree on both points. In granting summary judgment, the trial court relied on both sections 607.0620 and 607.0621 as authorizing the cancellation of the stock certificate....

...is not enforceable unless in writing and signed by the subscriber.” (Emphasis added). Therefore, because no subscription agreement signed by the subscriber existed, the trial court improperly relied on section 607.0620(2) as controlling authority. Reliance on section 607.0621 was also misplaced....

...shares against their purchase price, until the services are performed, the note is paid, or the benefits received. If the services are not performed, the shares escrowed or restricted and the distributions credited may be canceled in whole or part. § 607.0621, Fla. Stat. (1997). While section 607.0621(3) requires the board to determine that the consideration received or to be received is adequate before issuance of the shares, this section does not include remedies when the consideration is determined not to be adequate after the shares are already issued....

...r the contract for the purchase of the stock. There is no statutory authorization which would give the board of directors this power over issued shares, nor have we been pointed to any provision of the articles of incorporation including such power. Section 607.0621(5) does provide for the corporation to escrow shares where payment has not been received in full....

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