Florida Statute 617.0304 - Full Text and Legal Analysis

The 2025 Florida Statutes

Title XXXVI
BUSINESS ORGANIZATIONS

Chapter 617
CORPORATIONS NOT FOR PROFIT

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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

Annotations, Discussions, Cases:

Cases Citing Statute 617.0304

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

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Cambridge Credit Counseling Corp. v. 7100 FAIRWAY, LLC., 993 So. 2d 86 (Fla. 4th DCA 2008).

Cited 4 times | Published | Florida 4th District Court of Appeal | 2008 Fla. App. LEXIS 15138, 2008 WL 4414246

...We are not certain of its status as a public charity within the meaning of Massachusetts law. [1] However, even assuming that status, we conclude that this case is controlled by Florida law because the contracts were to be performed in Florida, and both the lease and assignment contained a Florida choice of law clause. Section 617.0304(1), Florida Statutes (2007), provides: [T]he 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. Section 617.0304(2) prevents a challenge to a business corporation's act as ultra vires unless brought by a shareholder, through a derivative action, or by the attorney general....

...title to property but refused payment; "[t]he obligation to do justice rests on all persons, and they should not be permitted to invoke the doctrine of ultra vires when it would defeat the ends of justice or work a legal wrong"). In accordance with section 617.0304, Cambridge cannot assert its lack *90 of authority to enter into the transaction....

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Word of Life Ministry, Inc. v. Miller, 778 So. 2d 360 (Fla. 1st DCA 2001).

Cited 3 times | Published | Florida 1st District Court of Appeal | 2001 WL 23004

...Belavitch contesting dissolution of the corporation and seeking to recover and protect the corporation's assets. "A corporation's power to act may be challenged ... [i]n a proceeding by the corporation, directly ... against an incumbent or former officer, employee, or agent of the corporation." § 617.0304(2)(b), Fla.Stat....

...e in dispute and which may involve third parties. Depending on facts developed on remand, "the court may enjoin or set aside the act[s complained of], if equitable and if all affected persons are parties to the proceeding, and may award damages...." § 617.0304(3), Fla.Stat....

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