Florida Authority to Issue Additional Shares is a legal provision that grants a corporation registered in the state of Florida the power to increase its authorized share capital by issuing additional shares. This authority allows corporations to secure additional funding, expand their operations, or accommodate new shareholders. Florida's law provides several types of Authority to Issue Additional Shares, namely: 1. General Authority: Under the Florida Business Corporation Act (FCA), every corporation initially receives a general authority to issue shares as stated in its articles of incorporation. This default provision allows the corporation to issue additional shares within the limits specified in its articles or bylaws. 2. Preemptive Rights: Shareholders may have preemptive rights as outlined in their articles of incorporation or a shareholder agreement. Preemptive rights grant existing shareholders the priority to purchase a proportional number of additional shares before they are offered to third parties or new investors. 3. Amendment of Articles: Corporations can seek the authorized share capital enlargement through amending their articles of incorporation. This requires filing the proposed amendment with the Florida Department of State Division of Corporations. Once approved, the corporation can issue additional shares based on the revised articles. 4. Authorized Share Increase: Corporations can voluntarily increase their authorized share capital by passing a resolution in a meeting of shareholders. This process typically involves amending the articles of incorporation and filing the updated version with the state authority. 5. Emergency Share Issuance: In exceptional cases of emergency or necessity, the directors of a corporation can issue additional shares without shareholder approval. Such instances might occur to prevent bankruptcy or insolvency, resolve a financial crisis, or address unforeseen opportunities. 6. Stock Options and Employee Benefit Plans: Corporations often issue additional shares to fulfill stock options or other employee benefit plans. This allows employees to purchase or receive shares at a predetermined price or under specific conditions. It is crucial for corporations to comply with the requirements and procedures outlined in Florida law when exercising their Authority to Issue Additional Shares. This ensures transparency and protects shareholders' rights while facilitating the growth and financial stability of the corporation.
Florida Authority to Issue Additional Shares
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