Florida § 617.0901 - Reincorporation.

§ 617.0901. Reincorporation.

(1) Any corporation which has a charter approved by a circuit judge under former chapter 617, Florida Statutes (1989), or a charter granted by the Legislature of this state, on or prior to September 1, 1959, the effective date of chapter 59-427, Laws of Florida, may reincorporate under this chapter by filing with the department a copy of its charter and all amendments thereto, certified by the clerk of the circuit court of the county wherein recorded, as to charters and amendments granted by circuit judges, and by the department, as to legislative charters, together with a certificate containing the provisions required in original articles of incorporation by s. 617.0202, and accepting this chapter. (2) A certificate of reincorporation must be executed in accordance with s. 617.01201, and it must show that its issuance was duly authorized by a meeting of its members regularly called, or if there are no members entitled to vote on reincorporation, by a meeting of its board of directors. Upon the filing of a certificate of reincorporation in accordance with s. 617.01201, the corporation is deemed to be incorporated under this chapter and the certificate constitutes its articles of incorporation. (3) The corporation shall then be entitled to and be possessed of all the privileges, franchises, and powers as if originally incorporated under this chapter, and all the properties, rights, and privileges belonging to the corporation before reincorporation, which were acquired by gift, grant, conveyance, assignment, or otherwise are hereby ratified, approved, confirmed, and assured to the corporation with like effect and to all intents and purposes as if they had been originally acquired pursuant to incorporation under this chapter. However, any corporation reincorporating under this chapter is subject to all the contracts, duties, and obligations resting upon the corporation before reincorporation or to which the corporation is in any way liable.