Florida Statute 617.0304 | Lawyer Caselaw & Research

The 2024 Florida Statutes

Title XXXVI
BUSINESS ORGANIZATIONS

Chapter 617
CORPORATIONS NOT FOR PROFIT

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F.S. 617.0304

617.0304 Ultra vires.—

(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 member 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 members in a representative suit, against an incumbent or former officer, employee, or agent of the corporation; or

(c) In a proceeding by the Attorney General, as provided in this act, to dissolve the corporation or in a proceeding by the Attorney General to enjoin the corporation from the transaction of unauthorized business.

(3) In a member’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. 90-179.

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Amendments to 617.0304

Arrestable Offenses / Crimes under Fla. Stat. 617.0304

Level: Degree
Misdemeanor/Felony: First/Second/Third

Current data shows no reason an arrest or criminal charge should have occurred directly under Florida Statute 617.0304.

Annotations, Discussions, Cases:

Cases Citing Statute 617.0304

Total Results: 2

Cambridge Credit Counseling Corp. v. 7100 FAIRWAY, LLC.

Court: Fla. Dist. Ct. App. | Date Filed: 2008-10-01T00:53:00-07:00

Citation: 993 So. 2d 86

Snippet: contained a Florida choice of law clause. Section 617.0304(1), Florida Statutes (2007), provides: [T]he validity…corporation lacks or lacked power to act. Section 617.0304(2) prevents a challenge to a business corporation…legal wrong"). In accordance with section 617.0304, Cambridge cannot assert its lack *90 of authority

Word of Life Ministry, Inc. v. Miller

Court: Fla. Dist. Ct. App. | Date Filed: 2001-01-10T23:53:00-08:00

Citation: 778 So. 2d 360

Snippet: employee, or agent of the corporation." § 617.0304(2)(b), Fla.Stat. (1997). In due course, the Church… proceeding, and may award damages...." § 617.0304(3), Fla.Stat. (1997). See generally Lensa Corp