§ 607.1004, Fla. Stat. · Part I. GENERAL PROVISIONS
Voting on amendments by voting groups.
Text — 2026 Florida Statutes
(1) If the corporation has more than one class of shares outstanding, the holders of the outstanding shares of a class are entitled to vote as a separate voting group (if shareholder voting is otherwise required by this chapter) upon a proposed amendment to the articles of incorporation, if the amendment would:
(a) Effect an exchange or reclassification of all or part of the shares of the class into shares of another class.
(b) Effect an exchange or reclassification, or create a right of exchange, of all or part of the shares of another class into the shares of the class.
(c) Change the designation, rights, preferences, or limitations of all or part of the shares of the class.
(d) Change the shares of all or part of the class into a different number of shares of the same class.
(e) Create a new class of shares having rights or preferences with respect to distributions or to dissolution that are prior or superior to the shares of the class.
(f) Increase the rights, preferences, or number of authorized shares of any class that, after giving effect to the amendment, have rights or preferences with respect to distributions or to dissolution that are prior or superior to the shares of the class.
(g) Limit or deny an existing preemptive right of all or part of the shares of the class.
(h) Cancel or otherwise affect rights to distributions or dividends that have accumulated but not yet been declared on all or part of the shares of the class.
(2) If a proposed amendment would affect a series of a class of shares in one or more of the ways described in subsection (1), the shares of that series are entitled to vote as a separate voting group on the proposed amendment.
(3) If a proposed amendment that entitles the holders of two or more classes or series of shares to vote as separate voting groups under this section would affect those two or more classes or series in the same or substantially similar way, the holders of shares of all the classes or series so affected must vote together as a single voting group on the proposed amendment, unless otherwise provided in the articles of incorporation or added as a condition by the board of directors pursuant to s. 607.1003(3).
(4) A class or series of shares is entitled to the voting rights granted by this section even if the articles of incorporation provide that the shares are nonvoting shares.
Notes and commentary — not statutory text
History
s. 100, ch. 89-154; s. 14, ch. 2003-283; s. 122, ch. 2019-90.
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 7b66946d931b061395fe8968459a0402139813b89581d2f8e5249be352e8d1b3
- 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.
Cited by 5 provisions
Provisions in this library whose text cites § 607.1004, Fla. Stat.. Each shows the citation as that text prints it.
The Florida Statutes
- § 607.0725, Fla. Stat.Quorum and voting requirements for voting groups.Printed as s. 607.1004
- § 607.0902, Fla. Stat.Control-share acquisitions.Printed as s. 607.1004
- § 607.1003, Fla. Stat.Amendment by board of directors and shareholders.Printed as s. 607.1004(3)
- § 607.1103, Fla. Stat.Action on a plan of merger or share exchange.Printed as s. 607.1004
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.