The Florida Legislature adopted major changes to the Florida Business Corporation Act (FBCA) in the 2019 session to ensure that the state “keep pace with modern statutory developments relating to corporations,” according to Philip Schwartz, a partner at Akerman LLP and Co-Chair of the Drafting Subcommittee of the Business Law Section of the Florida Bar charged with proposing the modifications to the FBCA. The revised act makes significant changes to existing law and will become effective on January 1, 2020.

These changes are captured in the 2019 Edition of CSCPublishing’s Florida Laws Governing Business Entities Annotated, which features Blackline Amendment Notes for the first time. Blackline Amendment Notes are a unique and valued feature that allow readers to see at a glance exactly how the Act has changed:Old language is crossed out with a single black line and new language appears in bolded text. The Notes eliminate the need to consult older editions or to flip back and forth between old and new language in a single edition.

The 2019 Edition also includes a detailed analysis of the updates, with a Foreword written by Schwartz.

A legislative overhaul

More than 280 sections were newly enacted or amended in the overhaul of the FBCA, including:

  • A large number of changes based on the Revised Model Business Corporation Act
  • Language changes that make the statutory provisions more understandable and usable by those who have to work with the statute (including judges who have to interpret the statute)
  • Fixes to a number of substantive provisions in the existing statute where problems have been identified over the years
  • Changes that borrow parallel language and approaches from the Florida Revised Limited Liability Company Act (“FRLLCA”) for purposes of harmonizing the two statutes on issues where harmonization was considered appropriate
  • Necessary corrections to cross references appearing in other Chapter 607 sections and in other Florida Statutes. 

With the changes, the FBCA retains certain non-Model Act provisions already contained in existing Chapter 607 and continues, in certain cases, to borrow language from the Delaware General Corporation Law, Schwartz notes in the Foreword.

In addition to the legislative analysis, the 2019 Edition of Florida Laws Governing Business Entities Annotated includes a Table of Sections Affected listing all new and amended sections, along with the Blackline Amendment Notes in the body of the book.

The 2019 edition also includes more than 60 new case notes from state and federal courts interpreting the law, as well as five new full-text cases that explore recent legal developments regarding jurisdiction over corporate officers, advancement, alter ego doctrine, fiduciary duties of LLCs, and nonprofit corporations. A Table of New Annotations lists all new case notes, new annotations are marked with a gray bar in the body of the book for quick identification.

Other features include fee tables for Florida business filings and a companion CD-ROM with nearly 70 Florida forms for incorporation/formation, qualification, mergers, dissolution, and name reservation for all entity types. A listing of forms and contact information for Florida’s Division of Corporations can be found in the book’s appendix. New for this 2019 edition, readers can also access the forms online via the LexisNexis download center.

The 2019 Edition of Florida Laws Governing Business Entities Annotated is available as a softbound book or ebook, compatible with dedicated e-reader devices, computers, tablets and smartphones that use e-reader software or applications. It is also available on the LexisNexis Digital Library.

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Florida overhauls the state’s Business Corporation Act