THE BILL ITSELF
CS/HB 989
Motor Vehicle Manufacturers, Importers, and Distributors and Franchised Motor Vehicle Dealers
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A bill to be entitled
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An act relating to motor vehicle manufacturers,
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importers, and distributors and franchised motor
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vehicle dealers; amending s. 320.64, F.S.; authorizing
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a licensee to reject the ownership succession of a
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motor vehicle dealer if such succession will cause
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violation of certain provisions; clarifying what motor
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vehicles a licensee must repurchase from a motor
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vehicle dealer upon termination of a franchise
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agreement; providing that a licensee who distributes
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1,000 or more motor vehicles of a particular line-make
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to motor vehicle dealers in this state during any 12-
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month period must have established a network of at
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least three independent motor vehicle dealers in this
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state; providing applicability; amending s. 320.643,
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F.S.; authorizing a licensee to reject a proposed
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change in ownership if such change would cause
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violation of certain provisions; providing an
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effective date.
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Be It Enacted by the Legislature of the State of Florida:
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Section 1. Subsection (16) and paragraph (a) of subsection
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(36) of section 320.64, Florida Statutes, are amended, and
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subsection (44) is added to that section, to read:
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320.64 Denial, suspension, or revocation of license;
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grounds.—A license of a licensee under s. 320.61 may be denied,
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suspended, or revoked within the entire state or at any specific
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location or locations within the state at which the applicant or
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licensee engages or proposes to engage in business, upon proof
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that the section was violated with sufficient frequency to
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establish a pattern of wrongdoing, and a licensee or applicant
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shall be liable for claims and remedies provided in ss. 320.695
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and 320.697 for any violation of any of the following
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provisions. A licensee is prohibited from committing the
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following acts:
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(16)(a) Notwithstanding the terms of any franchise
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agreement, the applicant or licensee prevents or refuses to
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accept the succession to any interest in a franchise agreement
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by any legal heir or devisee under the will of a motor vehicle
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dealer or under the laws of descent and distribution of this
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state; provided, the applicant or licensee is not required to
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accept a succession:
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1. When where such heir or devisee does not meet
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licensee's written, reasonable, and uniformly applied minimal
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standard qualifications for dealer applicants;
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2. or Which, after notice and administrative hearing
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pursuant to chapter 120, is demonstrated to be detrimental to
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the public interest or to the representation of the applicant or
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licensee; or
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3. When the direct result of such succession will cause
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the applicant or licensee to be in violation of subsection (44).
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(b) Nothing in this subsection contained herein, however,
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shall prevent a motor vehicle dealer, during his or her
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lifetime, from designating any person as his or her successor in
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interest by written instrument filed with and accepted by the
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applicant or licensee. A licensee who rejects the successor
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transferee under this subsection shall have the burden of
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establishing in any proceeding where such rejection is in issue
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that the rejection of the successor transferee complies with
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this subsection.
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(36)(a) Notwithstanding the terms of any franchise
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agreement, in addition to any other statutory or contractual
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rights of recovery after the voluntary or involuntary
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termination, cancellation, or nonrenewal of a franchise, failing
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to pay the motor vehicle dealer, as provided in paragraph (d),
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the following amounts:
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1. The net cost paid by the dealer for each new motor
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vehicle other than motorcycles car or truck in the dealer's
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inventory with mileage of 2,000 miles or less, or each new a
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motorcycle in the dealer's inventory with mileage of 100 miles
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or less, exclusive of mileage placed on the motor vehicle before
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it was delivered to the dealer.
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2. The current price charged for each new, unused,
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undamaged, or unsold part or accessory that:
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a. Is in the current parts catalog and is still in the
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original, resalable merchandising package and in an unbroken
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lot, except that sheet metal may be in a comparable substitute
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for the original package; and
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b. Was purchased by the dealer directly from the
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manufacturer or distributor or from an outgoing authorized
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dealer as a part of the dealer's initial inventory.
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3. The fair market value of each undamaged sign owned by
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the dealer which bears a trademark or trade name used or claimed
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by the applicant or licensee or its representative which was
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purchased from or at the request of the applicant or licensee or
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its representative.
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4. The fair market value of all special tools, data
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processing equipment, and automotive service equipment owned by
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the dealer which:
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a. Were recommended in writing by the applicant or
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licensee or its representative and designated as special tools
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and equipment;
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b. Were purchased from or at the request of the applicant
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or licensee or its representative; and
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c. Are in usable and good condition except for reasonable
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wear and tear.
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5. The cost of transporting, handling, packing, storing,
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and loading any property subject to repurchase under this
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section.
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(44)(a) The applicant or licensee has directly or
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indirectly distributed 1,000 or more motor vehicles of a
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particular line-make to motor vehicle dealers in this state
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during any 12-month period and has directly or indirectly
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distributed more than 33.33 percent of those same line-make
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motor vehicles during that 12-month period to one motor vehicle
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dealer or to multiple motor vehicle dealers that share common
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ownership or control. For purposes of this subsection, a motor
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vehicle dealer shares common ownership or control with another
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motor vehicle dealer if:
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1. It is directly or indirectly controlled by or has more
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than 30 percent of its equity interest directly or indirectly
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owned by another motor vehicle dealer; or
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2. It has more than 30 percent of its equity interest
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directly or indirectly controlled or owned by one or more
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persons who also directly or indirectly control or own more than
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30 percent of the equity interests of another motor vehicle
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dealer.
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(b) This subsection does not apply to any line-make of
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motor vehicle for which there exists a licensed franchised
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dealer in this state as of January 1, 2026, or to an applicant
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or licensee who is not prohibited by s. 320.645 from owning or
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operating a motor vehicle dealer.
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A motor vehicle dealer who can demonstrate that a violation of,
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or failure to comply with, any of the preceding provisions by an
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applicant or licensee will or may adversely and pecuniarily
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affect the complaining dealer, shall be entitled to pursue all
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of the remedies, procedures, and rights of recovery available
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under ss. 320.695 and 320.697.
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Section 2. Subsections (1) and (2) of section 320.643,
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Florida Statutes, are amended to read:
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320.643 Transfer, assignment, or sale of franchise
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agreements.—
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(1)(a) Notwithstanding the terms of any franchise
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agreement, a licensee shall not, by contract or otherwise, fail
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or refuse to give effect to, prevent, prohibit, or penalize or
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attempt to refuse to give effect to, prohibit, or penalize any
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motor vehicle dealer from selling, assigning, transferring,
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alienating, or otherwise disposing of its franchise agreement to
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any other person or persons, including a corporation established
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or existing for the purpose of owning or holding a franchise
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agreement, unless the licensee proves at a hearing pursuant to a
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complaint filed by a motor vehicle dealer under this section
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that the sale, transfer, alienation, or other disposition:
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1. Is to a person who is not, or whose controlling
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executive management is not, of good moral character;
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2. Is to a person who or does not meet the written,
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reasonable, and uniformly applied standards or qualifications of
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the licensee relating to financial qualifications of the
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transferee and business experience of the transferee or the
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transferee's executive management; or
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3. Would directly cause the licensee to be in violation of
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s. 320.64(44).
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(b) A motor vehicle dealer who desires to sell, assign,
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transfer, alienate, or otherwise dispose of a franchise shall
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notify, or cause the proposed transferee to notify, the
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licensee, in writing, setting forth the prospective transferee's
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name, address, financial qualifications, and business experience
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during the previous 5 years. A licensee who receives such notice
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may, within 60 days following such receipt, notify the motor
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vehicle dealer, in writing, that the proposed transferee is not
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a person qualified to be a transferee under this section and
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setting forth the material reasons for such rejection. Failure
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of the licensee to notify the motor vehicle dealer within the
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60-day period of such rejection shall be deemed an approval of
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the transfer. No such transfer, assignment, or sale shall be
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valid unless the transferee agrees in writing to comply with all
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requirements of the franchise then in effect, but with the
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ownership changed to the transferee.
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(c)(b) A motor vehicle dealer whose proposed sale is
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rejected may, within 60 days following such receipt of such
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rejection, file with the department a complaint for a
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determination that the proposed transferee has been rejected in
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violation of this section. The licensee has the burden of proof
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with respect to all issues raised by the complaint. The
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department shall determine, and enter an order providing, that
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the proposed transferee is either qualified or is not and cannot
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be qualified for specified reasons, or the order may provide the
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conditions under which a proposed transferee would be qualified.
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If the licensee fails to file such a response to the motor
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vehicle dealer's complaint within 30 days after receipt of the
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complaint, unless the parties agree in writing to an extension,
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or if the department, after a hearing, renders a decision other
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than one disqualifying the proposed transferee, the franchise
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agreement between the motor vehicle dealer and the licensee is
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deemed amended to incorporate such transfer or amended in
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accordance with the determination and order rendered, effective
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upon compliance by the proposed transferee with any conditions
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set forth in the determination or order.
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(2)(a) Notwithstanding the terms of any franchise
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agreement, a licensee shall not, by contract or otherwise, fail
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or refuse to give effect to, prevent, prohibit, or penalize, or
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attempt to refuse to give effect to, prevent, prohibit, or
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penalize, any motor vehicle dealer or any proprietor, partner,
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stockholder, owner, or other person who holds or otherwise owns
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an interest therein from selling, assigning, transferring,
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alienating, or otherwise disposing of, in whole or in part, the
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equity interest of any of them in such motor vehicle dealer to
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any other person or persons, including a corporation established
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or existing for the purpose of owning or holding the stock or
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ownership interests of other entities, unless the licensee
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proves at a hearing pursuant to a complaint filed by a motor
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vehicle dealer under this section that the sale, transfer,
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alienation, or other disposition:
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1. Is to a person who is not, or whose controlling
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executive management is not, of good moral character; or
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2. Would directly cause the licensee to be in violation of
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s. 320.64(44).
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(b) A motor vehicle dealer, or any proprietor, partner,
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stockholder, owner, or other person who holds or otherwise owns
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an interest in the motor vehicle dealer, who desires to sell,
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assign, transfer, alienate, or otherwise dispose of any interest
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in such motor vehicle dealer shall notify, or cause the proposed
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transferee to so notify, the licensee, in writing, of the
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identity and address of the proposed transferee. A licensee who
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receives such notice may, within 60 days following such receipt,
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notify the motor vehicle dealer in writing that the proposed
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transferee is not a person qualified to be a transferee under
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this section and setting forth the material reasons for such
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rejection. Failure of the licensee to notify the motor vehicle
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dealer within the 60-day period of such rejection shall be
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deemed an approval of the transfer. Any person whose proposed
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sale of stock is rejected may file within 60 days after of
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receipt of such rejection a complaint with the department
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alleging that the rejection was in violation of the law or the
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franchise agreement. The licensee has the burden of proof with
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respect to all issues raised by such complaint. The department
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shall determine, and enter an order providing, that the proposed
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transferee either is qualified or is not and cannot be qualified
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for specified reasons; or the order may provide the conditions
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under which a proposed transferee would be qualified. If the
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licensee fails to file a response to the motor vehicle dealer's
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complaint within 30 days after of receipt of the complaint,
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unless the parties agree in writing to an extension, or if the
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department, after a hearing, renders a decision on the complaint
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other than one disqualifying the proposed transferee, the
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transfer shall be deemed approved in accordance with the
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determination and order rendered, effective upon compliance by
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the proposed transferee with any conditions set forth in the
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determination or order.
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(c)(b) Notwithstanding paragraph (a), a licensee may not
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reject a proposed transfer of a legal, equitable, or beneficial
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interest in a motor vehicle dealer to a trust or other entity,
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or to any beneficiary thereof, which is established by an owner
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of any interest in a motor vehicle dealer for purposes of estate
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planning, if the controlling person of the trust or entity, or
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the beneficiary, is of good moral character.
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Section 3. This act shall take effect July 1, 2026.