Florida § 607.0151 - Filings.

§ 607.0151. Filings.

(1) If the defective corporate action ratified under ss. 607.0145-607.0152 would have required a filing under this chapter and either: (a) Any previous filing requires any change to the filing to give effect to the defective corporate action in accordance with this section, including, but not limited to, a change to the date and time of the effectiveness of such filing; or (b) A filing was not previously filed in respect of the defective corporate action, in lieu of a filing otherwise required under this chapter, the corporation must file articles of validation in accordance with this section, and such articles of validation will serve to amend or be a substitute for any other filing with respect to such defective corporate action required by this chapter. (2) The articles of validation must specify all of the following: (a) The defective corporate action that is the subject of the articles of validation, including, in the case of any defective corporate action involving the issuance of putative shares, the number and type of putative shares issued and the date or dates upon which such putative shares were purported to have been issued. (b) The date of the defective corporate action. (c) The nature of the failure of authorization in respect of the defective corporate action. (d) A statement that the defective corporate action was ratified in accordance with s. 607.0147, including the date on which the board of directors ratified such defective corporate action and, if applicable, the date on which the shareholders approved the ratification of such defective corporate action. (e)1. If a filing was previously made in respect of the defective corporate action and such filing requires any change to give effect to the ratification of such defective corporate action pursuant to s. 607.0147: a. The name, title, and filing date of the filing previously made and any articles of correction for that filing; b. A statement that a filing containing all of the information required to be included under the applicable provisions of this chapter to give effect to such defective corporate action is attached as an exhibit to the articles of validation; and c. The date and time that such filing is deemed to have become effective. 2. If a filing was not previously made in respect of the defective corporate action and the defective corporate action ratified pursuant to s. 607.0147 would have required a filing under any other provision of this chapter: a. A statement that a filing containing all of the information required to be included under the applicable provisions of this chapter to give effect to such defective corporate action is attached as an exhibit to the articles of validation; and b. The date and time that such filing is deemed to have become effective.