Title XXXVI, Business Organizations

The fact that a transaction under ss. 605.1001-605.1072 produces a certain result does not preclude the same result from being accomplished in any other manner authorized under a law other than the provisions of ss. 605.1001-605.1072.History.—s. 2, ch. 2013-180.

A plan may refer to facts ascertainable outside the plan if the manner in which the facts will operate upon the plan is specified in the plan. The facts may include the occurrence of an event or a determination or action by a person, whether or not the event, determination, or ac…

(1) A member of a limited liability company is entitled to appraisal rights and to obtain payment of the fair value of that member’s membership interest in the following events:(a) Consummation of a merger of a limited liability company pursuant to this chapter where the member p…

(1) By complying with the provisions of this section and ss. 605.1022-605.1026:(a) One or more domestic limited liability companies may merge with one or more domestic or foreign entities into a domestic or foreign surviving entity; and(b) Two or more foreign entities may merge i…

(1) A domestic limited liability company may become a party to a merger under the provisions of ss. 605.1021-605.1026 by approving a plan of merger. The plan must be in a record and contain the following:(a) As to each merging entity, its name, jurisdiction of formation, and type…

(1) A plan of merger is not effective unless it has been approved:(a) With respect to a domestic merging limited liability company, by a majority-in-interest of the members; and(b) In a record, by each member of a merging limited liability company which will have interest holder …

(1) A plan of merger may be amended only with the consent of each party to the plan except as otherwise provided in the plan or in the organic rules of each such entity.(2) A merging limited liability company may approve an amendment of a plan of merger:(a) In the same manner tha…

(1) After a plan of merger is approved, articles of merger must be signed by each merging entity and delivered to the department for filing.(2) The articles of merger must contain the following:(a) The name, jurisdiction of formation, and type of entity of each merging entity tha…

(1) When a merger becomes effective:(a) The surviving entity continues in existence;(b) Each merging entity that is not the surviving entity ceases to exist;(c) All property of each merging entity vests in the surviving entity without transfer, reversion, or impairment;(d) All de…

(1) By complying with the provisions this section and of ss. 605.1032-605.1036:(a) A domestic limited liability company may acquire all of one or more classes or series of interests of another domestic or foreign entity, or rights to acquire one or more classes or series of any s…

(1) A domestic limited liability company may be the acquired entity in an interest exchange under the provisions of ss. 605.1031-605.1036 by approving a plan of interest exchange. The plan must be in a record and contain the following:(a) The name of the acquired entity.(b) The n…

(1) A plan of interest exchange is not effective unless it has been approved:(a) With respect to a domestic limited liability company that is the acquired entity in the interest exchange, by a majority-in-interest of the members of such company; and(b) In a record, by each member…

(1) A plan of interest exchange may be amended only with the consent of each party to the plan, except as otherwise provided in the plan or in the organic rules of each such entity.(2) A domestic-acquired limited liability company may approve an amendment of a plan of interest ex…

(1) After a plan of interest exchange has been approved, articles of interest exchange must be signed by each party to the interest exchange and delivered to the department for filing.(2) The articles of interest exchange must contain the following:(a) The name of the acquired li…

(1) When an interest exchange in which the acquired entity is a domestic limited liability company becomes effective:(a) The interests in a domestic company which are the subject of the interest exchange cease to exist or are converted or exchanged, and the members holding those …

(1) By complying with the provisions of this section and ss. 605.1042-605.1046, a domestic limited liability company may become:(a) A domestic entity that is a different type of entity; or(b) A foreign entity that is a limited liability company or a different type of entity, if t…

(1) A domestic limited liability company may convert into a different type of domestic entity or into a foreign entity that is a foreign limited liability company or a different type of foreign entity by approving a plan of conversion. The plan must be in a record and contain the…

(1) A plan of conversion is not effective unless it has been approved:(a) If the converting entity is a domestic limited liability company, by a majority-in-interest of the members of such company who have a right to vote upon the conversion; and(b) In a record, by each member of…

(1) A plan of conversion of a domestic converting limited liability company may be amended:(a) In the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or(b) By the managers or members of the entity in the manner provide…

(1) After a plan of conversion is approved, articles of conversion signed by the converting entity must be delivered to the department for filing.(2) The articles of conversion must contain the following:(a) The name, jurisdiction of formation, and type of entity of the convertin…

(1) When a conversion in which the converted entity is a domestic limited liability company becomes effective:(a) The converted entity is:1. Organized under and subject to this chapter; and2. The same entity, without interruption, as the converting entity;(b) All property of the …

By complying with this section and ss. 605.1052-605.1056, a non-United States entity may become a domestic limited liability company if the domestication is authorized under the organic law of the non-United States entity’s jurisdiction of formation.History.—s. 2, ch. 2013-180.

(1) A non-United States entity may become a domestic limited liability company by approving a plan of domestication. The plan of domestication must be in a record and contain the following:(a) The name and jurisdiction of formation of the domesticating entity.(b) If applicable, t…

A plan of domestication of a domesticating entity shall be approved:(1) In accordance with the organic law of the domesticating entity’s jurisdiction of formation; and(2) In a record, by each of the domesticating entity’s owners who will have interest holder liability for debts, …

(1) A plan of domestication of a domesticating entity may be amended:(a) In the same manner as the plan was approved if the plan does not provide for the manner in which it may be amended; or(b) By the interest holders of the domesticating entity in the manner provided in the pla…

(1) The articles of domestication must be filed with the department. The articles of domestication must contain the following:(a) The date on which the domesticating entity was first formed, incorporated, created, or otherwise came into being.(b) The name of the domesticating ent…

(1) When a domestication becomes effective:(a) The domesticated limited liability company is:1. Organized under and subject to the organic law of this state; and2. The same entity, without interruption, as the domesticating entity;(b) All property of the domesticating entity cont…

The following definitions apply to this section and to ss. 605.1006 and 605.1062-605.1072:(1) “Accrued interest” means interest from the effective date of the appraisal event to which the member objects until the date of payment, at the rate of interest determined for judgments i…

(1) A record member may assert appraisal rights as to less than all the membership interests registered in the record member’s name which are owned by a beneficial member only if the record member objects with respect to all membership interests of the class or series owned by th…

(1) If a proposed appraisal event is to be submitted to a vote at a members’ meeting, the meeting notice must state that the limited liability company has concluded that the members are, are not, or may be entitled to assert appraisal rights under this chapter.(2) If the limited …

(1) If a proposed appraisal event is submitted to a vote at a members’ meeting, a member who is entitled to and who wishes to assert appraisal rights with respect to a class or series of membership interests:(a) Must deliver, before the vote is taken, to any other member of a mem…

(1) If the proposed appraisal event becomes effective, the limited liability company must send a written appraisal notice and form required by paragraph (2)(a) to all members who satisfy the requirements of s. 605.1064(1) or (2).(2) The appraisal notice must be sent no earlier th…

(1) A member who receives notice pursuant to s. 605.1065 and wishes to exercise appraisal rights must sign and return the form received pursuant to s. 605.1065(1) and, in the case of certificated membership interests and if the limited liability company so requires, deposit the m…

(1) If the member states on the form provided in s. 605.1065(1) that the member accepts the offer of the limited liability company to pay the limited liability company’s estimated fair value for the membership interest, the limited liability company shall make the payment to the …

(1) A member who is dissatisfied with the limited liability company’s offer as provided pursuant to s. 605.1065(2)(b)4. must notify the limited liability company on the form provided pursuant to s. 605.1065(1) of the member’s estimate of the fair value of the membership interest …

(1) If a member makes demand for payment under s. 605.1068 which remains unsettled, the limited liability company shall commence a proceeding within 60 days after receiving the payment demand and petition the court to determine the fair value of the membership interest plus accru…

(1) The court in an appraisal proceeding shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the costs against the limited liability company, except that the court may assess …

(1) Payment may not be made to a member seeking appraisal rights if, at the time of payment, the limited liability company is unable to meet the distribution standards of s. 605.0405. In such event, the member shall, at the member’s option:(a) Withdraw the notice of intent to ass…

(1) A member entitled to appraisal rights under this chapter may not challenge a completed appraisal event for which appraisal rights are available unless such completed appraisal event was either:(a) Not authorized and approved in accordance with the applicable provisions of thi…

In applying and construing this chapter, consideration must be given to the need to promote uniformity of the law with respect to the uniform act upon which it is based.History.—s. 2, ch. 2013-180.

This chapter modifies, limits, and supersedes the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. s. 7001 et seq., but does not modify, limit, or supersede s. 101(c) of that act, 15 U.S.C. s. 7001(c), or authorize electronic delivery of the notices described …

(1) A limited liability company classified as a partnership for federal income tax purposes, or a single-member limited liability company that is disregarded as an entity separate from its owner for federal income tax purposes, and organized pursuant to this chapter or qualified …

(1) The department may direct to any limited liability company or foreign limited liability company subject to this chapter, and to a member or manager of any limited liability company or foreign limited liability company subject to this chapter, interrogatories reasonably necess…

The Legislature has the power to amend or repeal all or part of this chapter at any time, and all domestic and foreign limited liability companies subject to this chapter shall be governed by the amendment or repeal.History.—s. 2, ch. 2013-180.

(1) Except as provided in subsection (2), the repeal of a statute by this chapter does not affect:(a) The operation of the statute or an action taken under it before its repeal, including, without limiting the generality of the foregoing, the continuing validity of any provision …

If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this chapter which can be given effect without the invalid provision or application, and to this end the provision…