(1) A corporation’s board of directors may restate its articles of incorporation at any time without shareholder approval, subject to subsection (2).

(2) If the restated articles include one or more new amendments that require shareholder approval, the amendments must be adopted and approved as provided in s. 607.1003.

(3) Notwithstanding subsection (1), if the board of directors submits a restatement for shareholder approval, and the approval is to be given at a meeting, the corporation must notify each shareholder, whether or not entitled to vote, of the meeting of shareholders at which the restatement is to be submitted for approval. The notice must be given in accordance with s. 607.0705 and must state that the purpose, or one of the purposes, of the meeting is to consider the restatement and must contain or be accompanied by a copy of the restatement.

(4) A corporation that restates its articles of incorporation shall execute and deliver to the department for filing articles of restatement, that comply with the provisions of s. 607.0120, and to the extent applicable, s. 607.0202, setting forth:

(a) The name of the corporation;

(b) The text of the restated articles of incorporation;

(c) A statement that the restated articles consolidate all amendments into a single document; and

(d) If one or more new amendments are included in the restated articles, the statements required under s. 607.1006 with respect to each new amendment.

(5) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to the articles of incorporation.

(6) The department may certify restated articles of incorporation, as the articles of incorporation currently in effect, without including the statements required by subsection (4).

History.—s. 103, ch. 89-154; s. 31, ch. 93-281; s. 125, ch. 2019-90.