§ 607.0146, Fla. Stat. · Part I. GENERAL PROVISIONS
Defective corporate actions.
Text — 2026 Florida Statutes
(1) A defective corporate action is not void or voidable if:
(a) The defective corporate action was ratified in accordance with the requirements of s. 607.0147, including the filing, if required, of articles of validation pursuant to s. 607.0151; or
(b) The defective corporate action was validated in accordance with s. 607.0152.
(2) Ratification under s. 607.0147 or validation under s. 607.0152 shall not be deemed to be the exclusive means of ratifying or validating any defective corporate action, and the absence or failure of ratification in accordance with ss. 607.0145-607.0152 will not, in and of itself, affect the validity or effectiveness of any corporate action properly ratified under common law or otherwise, and it does not create a presumption that any such corporate action is or was a defective corporate action or is or was void or voidable.
(3) In the case of an overissue, putative shares will be valid shares effective as of the date originally issued or purportedly issued upon:
(a) The effectiveness under ss. 607.0145-607.0152 and ss. 607.1001-607.1009 of an amendment to the articles of incorporation authorizing, designating, or creating such shares; or
(b) The effectiveness of any other corporate action taken under ss. 607.0145-607.0152 ratifying the authorization, designation, or creation of such shares.
Notes and commentary — not statutory text
History
s. 2, ch. 2024-265.
Source of truth
- Edition
- 2026 Florida Statutes
- Official file
- https://www.leg.state.fl.us/Statutes/index.cfm?App_mode=Display_Statute&URL=0600-0699/0607/0607.html
- Text hash
- sha256 c0e8e721509fc452da386e23ba3e3658690b58cde83ab708b22825faab29f126
- Composed by
- compose_v2.py 2026-10-04: the Legislature's structured HTML read in document order; verify_v2.py's independent reading agrees character for character
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This section cites
Provisions in this library that the text above cites, as it prints each citation. A range cited as “ss. 61.13-61.16” links its first and last provisions.
The Florida Statutes
- § 607.0145, Fla. Stat.Definitions.Printed as ss. 607.0145-607.0152
- § 607.0147, Fla. Stat.Ratification of defective corporate actions.Printed as s. 607.0147
- § 607.0151, Fla. Stat.Filings.Printed as s. 607.0151
- § 607.0152, Fla. Stat.Judicial proceedings regarding validity of corporate actions.Printed as s. 607.0152; ss. 607.0145-607.0152
Procedural information only. Not legal advice and not a substitute for the advice of an attorney. Confirm the current text with the official publisher before relying on it.