Bill Text: FL S1028 | 2018 | Regular Session | Introduced

Bill Title: Corporations

Spectrum: Partisan Bill (Democrat 1-0)

Status: (Introduced - Dead) 2018-03-05 - Laid on Table, refer to HB 1285 [S1028 Detail]

Download: Florida-2018-S1028-Introduced.html
       Florida Senate - 2018                                    SB 1028
       By Senator Thurston
       33-01230-18                                           20181028__
    1                        A bill to be entitled                      
    2         An act relating to corporations; amending ss. 607.512
    3         and 607.612, F.S.; authorizing social purpose
    4         corporations and benefit corporations to omit certain
    5         information from annual benefit reports; requiring
    6         that annual benefit reports expressly state that such
    7         information was omitted; amending s. 658.23, F.S.;
    8         authorizing banking or trust corporation applicants to
    9         modify form articles to include certain provisions;
   10         amending s. 658.30, F.S.; providing that the
   11         provisions of part II of ch. 607, F.S., entitled
   12         “Social Purpose Corporations,” and part III of ch.
   13         607, F.S., entitled “Benefit Corporations,” extend to
   14         certain banks and trust companies under certain
   15         circumstances; amending s. 658.36, F.S.; providing
   16         applicability for parts II and III of ch. 607, F.S.;
   17         providing an effective date.
   19  Be It Enacted by the Legislature of the State of Florida:
   21         Section 1. Subsection (4) is added to section 607.512,
   22  Florida Statutes, to read:
   23         607.512 Preparation of annual benefit report.—
   24         (4) Notwithstanding this section, any information that must
   25  be included in the annual benefit report which is required by
   26  state or federal law to be kept confidential may be omitted from
   27  the annual benefit report. If any such information is omitted,
   28  the annual benefit report must expressly state that such
   29  information was omitted pursuant to this subsection.
   30         Section 2. Subsection (5) is added to section 607.612,
   31  Florida Statutes, to read:
   32         607.612 Preparation of annual benefit report.—
   33         (5) Notwithstanding this section, any information that must
   34  be included in the annual benefit report which is required by
   35  state or federal law to be kept confidential may be omitted from
   36  the annual benefit report. If any such information is omitted,
   37  the annual benefit report must expressly state that such
   38  information was omitted pursuant to this subsection.
   39         Section 3. Subsection (2) of section 658.23, Florida
   40  Statutes, is amended, and subsection (1) of that section is
   41  republished, to read:
   42         658.23 Submission of articles of incorporation; contents;
   43  form; approval; filing; commencement of corporate existence;
   44  bylaws.—
   45         (1) Within 3 months after approval by the office and the
   46  appropriate federal regulatory agency, the applicant shall
   47  submit its duly executed articles of incorporation to the
   48  office, together with the filing fee due the Department of State
   49  under s. 607.0122.
   50         (2) The articles of incorporation must shall contain:
   51         (a) The name of the proposed bank or trust company.
   52         (b) The general nature of the business to be transacted or
   53  a statement that the corporation may engage in any activity or
   54  business permitted by law. Such statement must shall authorize
   55  all such activities and business by the corporation.
   56         (c) The amount of capital stock authorized, showing the
   57  maximum number of shares of par value common stock and of
   58  preferred stock, and of every kind, class, or series of each,
   59  together with the distinguishing characteristics and the par
   60  value of all shares.
   61         (d) The amount of capital with which the corporation will
   62  begin business, which may not be less than the amount required
   63  by the office pursuant to s. 658.21.
   64         (e) A provision that the corporation is to have perpetual
   65  existence unless existence is terminated pursuant to the
   66  financial institutions codes.
   67         (f) The initial street address of the main office of the
   68  corporation, which must shall be in this state.
   69         (g) The number of directors, which must shall be five or
   70  more, and the names and street addresses of the members of the
   71  initial board of directors.
   72         (h) A provision for preemptive rights, if applicable.
   73         (i) A provision authorizing the board of directors to
   74  appoint additional directors, pursuant to s. 658.33, if
   75  applicable.
   77  The office shall provide to the proposed directors form articles
   78  of incorporation which must include only those provisions
   79  required under this section or under part I of chapter 607. The
   80  form articles may be modified by the applicant to include any of
   81  the additional provisions required by part II or part III of
   82  chapter 607 which are necessary for a corporation to be a social
   83  purpose or benefit corporation. The form articles shall be
   84  acknowledged by the proposed directors and returned to the
   85  office for filing with the Department of State.
   86         Section 4. Section 658.30, Florida Statutes, is amended to
   87  read:
   88         658.30 Application of the Florida Business Corporation
   89  Act.—
   90         (1) When not in direct conflict with or superseded by
   91  specific provisions of the financial institutions codes, the
   92  provisions of the Florida Business Corporation Act, part I of
   93  chapter 607 and, if applicable, part II or part III of chapter
   94  607, extend to state banks and trust companies formed under the
   95  financial institutions codes. This section shall be liberally
   96  construed to accomplish the purposes stated herein.
   97         (2) Without limiting the generality of subsection (1),
   98  stockholders, directors, and committees of state banks and trust
   99  companies may hold meetings in any manner authorized by part I
  100  of chapter 607 and, if applicable, part II or part III of
  101  chapter 607, and any action by stockholders, directors, or
  102  committees required or authorized to be taken at a meeting may
  103  be taken without a meeting in any manner authorized by part I of
  104  chapter 607.
  105         Section 5. Subsection (3) of section 658.36, Florida
  106  Statutes, is amended to read:
  107         658.36 Changes in capital.—
  108         (3) If a bank or trust company’s capital accounts have been
  109  diminished by losses to less than the minimum required pursuant
  110  to the financial institutions codes, the market value of its
  111  shares of capital stock is less than the present par value, and
  112  the bank or trust company cannot reasonably issue and sell new
  113  shares of stock to restore its capital accounts at a share price
  114  of par value or greater of the previously issued capital stock,
  115  the office, notwithstanding any other provisions of part I of
  116  chapter 607 and, if applicable, part II or part III of chapter
  117  607, or the financial institutions codes, may approve special
  118  stock offering plans.
  119         (a) Such plans may include, but are not limited to,
  120  mechanisms for stock splits including reverse splits;
  121  revaluations of par value of outstanding stock; changes in
  122  voting rights, dividends, or other preferences; and creation of
  123  new classes of stock.
  124         (b) The plan must be approved by majority vote of the bank
  125  or trust company’s entire board of directors and by holders of
  126  two-thirds of the outstanding shares of stock.
  127         (c) The office shall disapprove a plan that provides unfair
  128  or disproportionate benefits to existing shareholders,
  129  directors, executive officers, or their related interests. The
  130  office shall also disapprove any plan that is not likely to
  131  restore the capital accounts to sufficient levels to achieve a
  132  sustainable, safe, and sound financial institution.
  133         (d) For any bank or trust company that the office
  134  determines to be a failing financial institution pursuant to s.
  135  655.4185, the office may approve special stock offering plans
  136  without a vote of the shareholders.
  137         Section 6. This act shall take effect July 1, 2018.