Florida Senate - 2015                                     SB 554
       
       
        
       By Senator Simmons
       
       
       
       
       
       10-00376-15                                            2015554__
    1                        A bill to be entitled                      
    2         An act relating to limited liability companies;
    3         amending s. 605.0103, F.S.; specifying that persons
    4         who are not members of a limited liability company are
    5         not deemed to have notice of a provision of the
    6         company’s articles of organization which limits a
    7         person’s authority to transfer real property held in
    8         the company’s name unless such limitation appears in
    9         an affidavit, certificate, or other instrument that is
   10         recorded in a specified manner; amending s. 605.0105,
   11         F.S.; removing the prohibition that an operating
   12         agreement may not vary the power of a person to
   13         dissociate under certain circumstances; amending s.
   14         605.04073, F.S.; providing that an action requiring
   15         the vote or consent of members may be taken without a
   16         meeting if the action is approved in a record and if
   17         the number of votes cast is at least that required in
   18         a meeting; amending s. 605.0410, F.S.; requiring a
   19         limited liability company to provide a record of
   20         certain information within a specified period to a
   21         member who makes a demand; amending s. 605.1108, F.S.;
   22         deleting a provision requiring that, for a limited
   23         liability company formed before a specified date,
   24         certain language in the company’s articles of
   25         organization operates as if it were in the operating
   26         agreement; amending ss. 15.16, 48.062, 213.758,
   27         220.02, 220.03, 220.13, 310.181, 440.02, 605.0102,
   28         605.0401, 605.04074, 605.04091, 605.1025, 606.06,
   29         607.1108, 607.1109, 607.11101, 636.204, 655.0201,
   30         658.2953, 694.16, and 1002.395, F.S.; conforming
   31         cross-references to the repeal of the Florida Limited
   32         Liability Company Act, revising definitions, and
   33         making editorial and conforming changes; providing an
   34         effective date.
   35          
   36  Be It Enacted by the Legislature of the State of Florida:
   37  
   38         Section 1. Subsection (4) of section 605.0103, Florida
   39  Statutes, is amended to read:
   40         605.0103 Knowledge and; notice.—
   41         (4) A person who is not a member is deemed to:
   42         (a) Know of a limitation on authority to transfer real
   43  property as provided in s. 605.0302(7); and
   44         (b) Have notice of a limited liability company’s:
   45         1. Dissolution, 90 days after the articles of dissolution
   46  filed under s. 605.0707 become effective;
   47         2. Termination, 90 days after a statement of termination
   48  filed under s. 605.0709(7) becomes effective;
   49         3. Participation in a merger, interest exchange,
   50  conversion, or domestication, 90 days after the articles of
   51  merger, articles of interest exchange, articles of conversion,
   52  or articles of domestication under s. 605.1025, s. 605.1035, s.
   53  605.1045, or s. 605.1055, respectively, become effective;
   54         4. Declaration in its articles of organization that it is
   55  manager-managed in accordance with s. 605.0201(3)(a); however,
   56  if such a declaration has been added or changed by an amendment
   57  or amendment and restatement of the articles of organization,
   58  notice of the addition or change may not become effective until
   59  90 days after the effective date of such amendment or amendment
   60  and restatement; and
   61         5. Grant of authority to or limitation imposed on the
   62  authority of a person holding a position or having a specified
   63  status in a company, or grant of authority to or limitation
   64  imposed on the authority of a specific person, if the grant of
   65  authority or limitation imposed on the authority is described in
   66  the articles of organization in accordance with s.
   67  605.0201(3)(d); however, if that description has been added or
   68  changed by an amendment or an amendment and restatement of the
   69  articles of organization, notice of the addition or change may
   70  not become effective until 90 days after the effective date of
   71  such amendment or amendment and restatement. A provision of the
   72  articles of organization limiting the authority of a person to
   73  transfer real property held in the name of the limited liability
   74  company is not notice of such limitation to a person who is not
   75  a member or manager of the company, unless the limitation
   76  appears in an affidavit, certificate, or other instrument that
   77  bears the name of the limited liability company and is recorded
   78  in the office for recording transfers of such real property.
   79         Section 2. Paragraph (i) of subsection (3) of section
   80  605.0105, Florida Statutes, is amended to read:
   81         605.0105 Operating agreement; scope, function, and
   82  limitations.—
   83         (3) An operating agreement may not do any of the following:
   84         (i) Vary the power of a person to dissociate under s.
   85  605.0601, except to require that the notice under s. 605.0602(1)
   86  be in a record.
   87         Section 3. Subsection (4) of section 605.04073, Florida
   88  Statutes, is amended to read:
   89         605.04073 Voting rights of members and managers.—
   90         (4) An action requiring the vote or consent of members
   91  under this chapter may be taken without a meeting if the action
   92  is approved by the members with at least the minimum number of
   93  votes that would be necessary to authorize or take the action at
   94  a meeting of the members and made in a record., and A member may
   95  appoint a proxy or other agent to vote or consent for the member
   96  by signing an appointing record, personally or by the member’s
   97  agent. On an action taken by fewer than all of the members
   98  without a meeting, notice of the action must be given to those
   99  members who did not consent in writing to the action or who were
  100  not entitled to vote on the action within 10 days after the
  101  action was taken.
  102         Section 4. Subsections (2), (3), and (4) of section
  103  605.0410, Florida Statutes, are amended to read:
  104         605.0410 Records to be kept; rights of member, manager, and
  105  person dissociated to information.—
  106         (2) In a member-managed limited liability company, the
  107  following rules apply:
  108         (a) Upon reasonable notice, a member may inspect and copy
  109  during regular business hours, at a reasonable location
  110  specified by the company:
  111         1. The records described in subsection (1); and
  112         2. Each other record maintained by the company regarding
  113  the company’s activities, affairs, financial condition, and
  114  other circumstances, to the extent the information is material
  115  to the member’s rights and duties under the operating agreement
  116  or this chapter.
  117         (b) The company shall furnish to each member:
  118         1. Without demand, any information concerning the company’s
  119  activities, affairs, financial condition, and other
  120  circumstances that the company knows and is material to the
  121  proper exercise of the member’s rights and duties under the
  122  operating agreement or this chapter, except to the extent the
  123  company can establish that it reasonably believes the member
  124  already knows the information; and
  125         2. On demand, other information concerning the company’s
  126  activities, affairs, financial condition, and other
  127  circumstances, except to the extent the demand or information
  128  demanded is unreasonable or otherwise improper under the
  129  circumstances.
  130         (c) Within 10 days after receiving a demand pursuant to
  131  subparagraph (b)2., the company shall, in a record, inform the
  132  member who made the demand of:
  133         1. The information that the company will provide in
  134  response to the demand and when and where the company will
  135  provide the information; and
  136         2. The company’s reasons for declining, if the company
  137  declines to provide any demanded information.
  138         (d)(c) The duty to furnish information under this
  139  subsection also applies to each member to the extent the member
  140  knows any of the information described in this subsection.
  141         (3) In a manager-managed limited liability company, the
  142  following rules apply:
  143         (a) The informational rights stated in subsection (2) and
  144  the duty stated in paragraph (2)(d) (2)(c) apply to the managers
  145  and not to the members.
  146         (b) During regular business hours and at a reasonable
  147  location specified by the company, a member may inspect and
  148  copy:
  149         1. The records described in subsection (1); and
  150         2. Full information regarding the activities, affairs,
  151  financial condition, and other circumstances of the company as
  152  is just and reasonable if:
  153         a. The member seeks the information for a purpose
  154  reasonably related to the member’s interest as a member; or
  155         b. The member makes a demand in a record received by the
  156  company, describing with reasonable particularity the
  157  information sought and the purpose for seeking the information,
  158  and if the information sought is directly connected to the
  159  member’s purpose.
  160         (c) Within 10 days after receiving a demand pursuant to
  161  sub-subparagraph (b)2.b. subparagraph (2)(b)2., the company
  162  shall, in a record, inform the member who made the demand of:
  163         1. The information that the company will provide in
  164  response to the demand and when and where the company will
  165  provide the information; and
  166         2. The company’s reasons for declining, if the company
  167  declines to provide any demanded information.
  168         (d) If this chapter or an operating agreement provides for
  169  a member to give or withhold consent to a matter, before the
  170  consent is given or withheld, the company shall, without demand,
  171  provide the member with all information that is known to the
  172  company and is material to the member’s decision.
  173         (4) Subject to subsection (10) (9), on 10 days’ demand made
  174  in a record received by a limited liability company, a person
  175  dissociated as a member may have access to information to which
  176  the person was entitled while a member if:
  177         (a) The information pertains to the period during which the
  178  person was a member;
  179         (b) The person seeks the information in good faith; and
  180         (c) The person satisfies the requirements imposed on a
  181  member by paragraph (3)(b).
  182         Section 5. Subsection (3) of section 605.1108, Florida
  183  Statutes, is amended to read:
  184         605.1108 Application to limited liability company formed
  185  under the Florida Limited Liability Company Act.—
  186         (3) For the purpose of applying this chapter to a limited
  187  liability company formed before January 1, 2014, under the
  188  former Florida Limited Liability Company Act, ss. 608.401
  189  608.705,:
  190         (a) the company’s articles of organization are deemed to be
  191  the company’s articles of organization under this chapter; and
  192         (b) For the purpose of applying s. 605.0102(39), the
  193  language in the company’s articles of organization designating
  194  the company’s management structure operates as if that language
  195  were in the operating agreement.
  196         Section 6. Subsection (3) of section 15.16, Florida
  197  Statutes, is amended to read:
  198         15.16 Reproduction of records; admissibility in evidence;
  199  electronic receipt and transmission of records; certification;
  200  acknowledgment.—
  201         (3) The Department of State may cause to be received
  202  electronically any records that are required to be filed with it
  203  pursuant to chapter 55, chapter 117, chapter 118, chapter 495,
  204  chapter 605, chapter 606, chapter 607, chapter 608, chapter 610,
  205  chapter 617, chapter 620, chapter 621, chapter 679, chapter 713,
  206  or chapter 865, through facsimile or other electronic transfers,
  207  for the purpose of filing such records. The originals of all
  208  such electronically transmitted records must be executed in the
  209  manner provided in paragraph (5)(b). The receipt of such
  210  electronic transfer constitutes delivery to the department as
  211  required by law. The department may use electronic transmissions
  212  for purposes of notice in the administration of chapters 55,
  213  117, 118, 495, 605, 606, 607, 608, 610, 617, 620, 621, 679, and
  214  713 and s. 865.09. The Department of State may collect e-mail
  215  addresses for purposes of notice and communication in the
  216  performance of its duties and may require filers and registrants
  217  to furnish such e-mail addresses when presenting documents for
  218  filing.
  219         Section 7. Subsections (1) and (2) of section 48.062,
  220  Florida Statutes, are amended to read:
  221         48.062 Service on a limited liability company.—
  222         (1) Process against a limited liability company, domestic
  223  or foreign, may be served on the registered agent designated by
  224  the limited liability company under chapter 605 or chapter 608.
  225  A person attempting to serve process pursuant to this subsection
  226  may serve the process on any employee of the registered agent
  227  during the first attempt at service even if the registered agent
  228  is a natural person and is temporarily absent from his or her
  229  office.
  230         (2) If service cannot be made on a registered agent of the
  231  limited liability company because of failure to comply with
  232  chapter 605 or chapter 608 or because the limited liability
  233  company does not have a registered agent, or if its registered
  234  agent cannot with reasonable diligence be served, process
  235  against the limited liability company, domestic or foreign, may
  236  be served:
  237         (a) On a member of a member-managed limited liability
  238  company;
  239         (b) On a manager of a manager-managed limited liability
  240  company; or
  241         (c) If a member or manager is not available during regular
  242  business hours to accept service on behalf of the limited
  243  liability company, he, she, or it may designate an employee of
  244  the limited liability company to accept such service. After one
  245  attempt to serve a member, manager, or designated employee has
  246  been made, process may be served on the person in charge of the
  247  limited liability company during regular business hours.
  248         Section 8. Paragraph (c) of subsection (1) of section
  249  213.758, Florida Statutes, is amended to read:
  250         213.758 Transfer of tax liabilities.—
  251         (1) As used in this section, the term:
  252         (c) “Insider” means:
  253         1. Any person included within the meaning of insider as
  254  used in s. 726.102; or
  255         2. A manager of, a managing member of, or a person who
  256  controls a transferor that is, a limited liability company, or a
  257  relative as defined in s. 726.102 of any such persons.
  258         Section 9. Subsection (1) of section 220.02, Florida
  259  Statutes, is amended to read:
  260         220.02 Legislative intent.—
  261         (1) It is the intent of the Legislature in enacting this
  262  code to impose a tax upon all corporations, organizations,
  263  associations, and other artificial entities which derive from
  264  this state or from any other jurisdiction permanent and inherent
  265  attributes not inherent in or available to natural persons, such
  266  as perpetual life, transferable ownership represented by shares
  267  or certificates, and limited liability for all owners. It is
  268  intended that any limited liability company that is classified
  269  as a partnership for federal income tax purposes and formed
  270  under chapter 605 608 or qualified to do business in this state
  271  as a foreign limited liability company not be subject to the tax
  272  imposed by this code. It is the intent of the Legislature to
  273  subject such corporations and other entities to taxation
  274  hereunder for the privilege of conducting business, deriving
  275  income, or existing within this state. This code is not intended
  276  to tax, and shall not be construed so as to tax, any natural
  277  person who engages in a trade, business, or profession in this
  278  state under his or her own or any fictitious name, whether
  279  individually as a proprietorship or in partnership with others,
  280  or as a member or a manager of a limited liability company
  281  classified as a partnership for federal income tax purposes; any
  282  estate of a decedent or incompetent; or any testamentary trust.
  283  However, a corporation or other taxable entity which is or which
  284  becomes partners with one or more natural persons shall not,
  285  merely by reason of being a partner, exclude from its net income
  286  subject to tax its respective share of partnership net income.
  287  This statement of intent shall be given preeminent consideration
  288  in any construction or interpretation of this code in order to
  289  avoid any conflict between this code and the mandate in s. 5,
  290  Art. VII of the State Constitution that no income tax be levied
  291  upon natural persons who are residents and citizens of this
  292  state.
  293         Section 10. Paragraph (e) of subsection (1) of section
  294  220.03, Florida Statutes, is amended to read:
  295         220.03 Definitions.—
  296         (1) SPECIFIC TERMS.—When used in this code, and when not
  297  otherwise distinctly expressed or manifestly incompatible with
  298  the intent thereof, the following terms shall have the following
  299  meanings:
  300         (e) “Corporation” includes all domestic corporations;
  301  foreign corporations qualified to do business in this state or
  302  actually doing business in this state; joint-stock companies;
  303  limited liability companies, under chapter 605 608; common-law
  304  declarations of trust, under chapter 609; corporations not for
  305  profit, under chapter 617; agricultural cooperative marketing
  306  associations, under chapter 618; professional service
  307  corporations, under chapter 621; foreign unincorporated
  308  associations, under chapter 622; private school corporations,
  309  under chapter 623; foreign corporations not for profit which are
  310  carrying on their activities in this state; and all other
  311  organizations, associations, legal entities, and artificial
  312  persons which are created by or pursuant to the statutes of this
  313  state, the United States, or any other state, territory,
  314  possession, or jurisdiction. The term “corporation” does not
  315  include proprietorships, even if using a fictitious name;
  316  partnerships of any type, as such; limited liability companies
  317  that are taxable as partnerships for federal income tax
  318  purposes; state or public fairs or expositions, under chapter
  319  616; estates of decedents or incompetents; testamentary trusts;
  320  or private trusts.
  321         Section 11. Paragraph (j) of subsection (2) of section
  322  220.13, Florida Statutes, is amended to read:
  323         220.13 “Adjusted federal income” defined.—
  324         (2) For purposes of this section, a taxpayer’s taxable
  325  income for the taxable year means taxable income as defined in
  326  s. 63 of the Internal Revenue Code and properly reportable for
  327  federal income tax purposes for the taxable year, but subject to
  328  the limitations set forth in paragraph (1)(b) with respect to
  329  the deductions provided by ss. 172 (relating to net operating
  330  losses), 170(d)(2) (relating to excess charitable
  331  contributions), 404(a)(1)(D) (relating to excess pension trust
  332  contributions), 404(a)(3)(A) and (B) (to the extent relating to
  333  excess stock bonus and profit-sharing trust contributions), and
  334  1212 (relating to capital losses) of the Internal Revenue Code,
  335  except that, subject to the same limitations, the term:
  336         (j) “Taxable income,” in the case of a limited liability
  337  company, other than a limited liability company classified as a
  338  partnership for federal income tax purposes, as defined in and
  339  organized pursuant to chapter 605 or the former Florida Limited
  340  Liability Company Act, ss. 608.401-608.705, chapter 608 or
  341  qualified to do business in this state as a foreign limited
  342  liability company or other than a similar limited liability
  343  company classified as a partnership for federal income tax
  344  purposes and created as an artificial entity pursuant to the
  345  statutes of the United States or any other state, territory,
  346  possession, or jurisdiction, if such limited liability company
  347  or similar entity is taxable as a corporation for federal income
  348  tax purposes, means taxable income determined as if such limited
  349  liability company were required to file or had filed a federal
  350  corporate income tax return under the Internal Revenue Code;
  351         Section 12. Section 310.181, Florida Statutes, is amended
  352  to read:
  353         310.181 Corporate powers.—All the rights, powers, and
  354  liabilities conferred or imposed by the laws of Florida relating
  355  to corporations for profit organized under part I of chapter 607
  356  or under former chapter 608 before January 1, 1976, or to
  357  corporations organized under chapter 621 apply to corporations
  358  organized pursuant to s. 310.171.
  359         Section 13. Subsection (9) of section 440.02, Florida
  360  Statutes, is amended to read:
  361         440.02 Definitions.—When used in this chapter, unless the
  362  context clearly requires otherwise, the following terms shall
  363  have the following meanings:
  364         (9) “Corporate officer” or “officer of a corporation” means
  365  any person who fills an office provided for in the corporate
  366  charter or articles of incorporation filed with the Division of
  367  Corporations of the Department of State or as authorized or
  368  required under part I of chapter 607. The term “officer of a
  369  corporation” includes a member owning at least 10 percent of a
  370  limited liability company created and approved under chapter 605
  371  chapter 608.
  372         Section 14. Subsection (37) of section 605.0102, Florida
  373  Statutes, is amended to read:
  374         605.0102 Definitions.—As used in this chapter, the term:
  375         (37) “Majority-in-interest” means those members who hold
  376  more than 50 percent of the then-current percentage or other
  377  interest in the profits of the limited liability company owned
  378  by all of its members and who have the right to vote; however,
  379  as used in ss. 605.1001-605.1072, the term means:
  380         (a) In the case of a limited liability company with only
  381  one class or series of members, the holders of more than 50
  382  percent of the then-current percentage or other interest in the
  383  profits of the company owned by all of its members who have the
  384  right to approve a merger, interest exchange, or conversion, as
  385  applicable, under the organic law or the organic rules of the
  386  company; and
  387         (b) In the case of a limited liability company having more
  388  than one class or series of members, the holders in each class
  389  or series of more than 50 percent of the then-current percentage
  390  or other interest in the profits of the company owned by all of
  391  the members of that class or series who have the right to
  392  approve a merger, interest exchange, or conversion, as
  393  applicable, under the organic law or the organic rules of the
  394  company, unless the company’s organic rules provide for the
  395  approval of the transaction in a different manner.
  396         Section 15. Subsection (3) of section 605.0401, Florida
  397  Statutes, is amended to read:
  398         605.0401 Becoming a member.—
  399         (3) After formation of a limited liability company, a
  400  person becomes a member:
  401         (a) As provided in the operating agreement;
  402         (b) As the result of a merger, interest exchange,
  403  conversion, or domestication under ss. 605.1001-605.1072, as
  404  applicable;
  405         (c) With the consent of all the members; or
  406         (d) As provided in s. 605.0701(3).
  407         Section 16. Paragraph (a) of subsection (1) of section
  408  605.04074, Florida Statutes, is amended to read:
  409         605.04074 Agency rights of members and managers.—
  410         (1) In a member-managed limited liability company, the
  411  following rules apply:
  412         (a) Except as provided in subsection (3), each member is an
  413  agent of the limited liability company for the purpose of its
  414  activities and affairs, and. an act of a member, including
  415  signing an agreement or instrument of transfer in the name of
  416  the company for apparently carrying on in the ordinary course of
  417  the company’s activities and affairs or activities and affairs
  418  of the kind carried on by the company, binds the company unless
  419  the member had no authority to act for the company in the
  420  particular matter and the person with whom the member was
  421  dealing knew or had notice that the member lacked authority.
  422         Section 17. Paragraph (b) of subsection (2) of section
  423  605.04091, Florida Statutes, is amended to read:
  424         605.04091 Standards of conduct for members and managers.—
  425         (2) The duty of loyalty is limited to:
  426         (b) Refraining from dealing with the company in the conduct
  427  or winding up of the company’s activities and affairs as, or on
  428  behalf of, a person having an interest adverse to the company,
  429  except to the extent that a transaction satisfies the
  430  requirements of s. 605.04092 this section; and
  431         Section 18. Paragraph (f) of subsection (2) of section
  432  605.1025, Florida Statutes, is amended to read:
  433         605.1025 Articles of merger.—
  434         (2) The articles of merger must contain the following:
  435         (f) If the surviving entity is created by the merger and is
  436  a domestic limited liability partnership or domestic limited
  437  liability limited partnership, its statement of qualification,
  438  as an attachment.
  439         Section 19. Subsection (2) of section 606.06, Florida
  440  Statutes, is amended to read:
  441         606.06 Uniform business report.—The department may use the
  442  uniform business report:
  443         (2) As a substitute for any annual report or renewal filing
  444  required by chapters 495, 605, 607, 608, 609, 617, 620, 621, and
  445  865.
  446         Section 20. Paragraph (c) of subsection (2) of section
  447  607.1108, Florida Statutes, is amended to read:
  448         607.1108 Merger of domestic corporation and other business
  449  entity.—
  450         (2) Pursuant to a plan of merger complying and approved in
  451  accordance with this section, one or more domestic corporations
  452  may merge with or into one or more other business entities
  453  formed, organized, or incorporated under the laws of this state
  454  or any other state, the United States, foreign country, or other
  455  foreign jurisdiction, if:
  456         (c) Each domestic limited liability company that is a party
  457  to the merger complies with the applicable provisions of chapter
  458  605 608.
  459         Section 21. Paragraph (d) of subsection (1) of section
  460  607.1109, Florida Statutes, is amended to read:
  461         607.1109 Articles of merger.—
  462         (1) After a plan of merger is approved by each domestic
  463  corporation and other business entity that is a party to the
  464  merger, the surviving entity shall deliver to the Department of
  465  State for filing articles of merger, which shall be executed by
  466  each domestic corporation as required by s. 607.0120 and by each
  467  other business entity as required by applicable law, and which
  468  shall set forth:
  469         (d) A statement that the plan of merger was approved by
  470  each domestic limited liability company that is a party to the
  471  merger in accordance with the applicable provisions of chapter
  472  605 608.
  473         Section 22. Subsection (7) of section 607.11101, Florida
  474  Statutes, is amended to read:
  475         607.11101 Effect of merger of domestic corporation and
  476  other business entity.—When a merger becomes effective:
  477         (7) The shares, partnership interests, interests,
  478  obligations, or other securities, and the rights to acquire
  479  shares, partnership interests, interests, obligations, or other
  480  securities, of each domestic corporation and other business
  481  entity that is a party to the merger shall be converted into
  482  shares, partnership interests, interests, obligations, or other
  483  securities, or rights to such securities, of the surviving
  484  entity or any other domestic corporation or other business
  485  entity or, in whole or in part, into cash or other property as
  486  provided in the plan of merger, and the former holders of
  487  shares, partnership interests, interests, obligations, or other
  488  securities, or rights to such securities, shall be entitled only
  489  to the rights provided in the plan of merger and to their
  490  appraisal rights, if any, under s. 605.1006, ss. 605.1061
  491  605.1072, ss. 607.1301-607.1333, ss. 608.4351-608.43595, ss.
  492  620.2114-620.2124, or other applicable law.
  493         Section 23. Subsection (1) of section 636.204, Florida
  494  Statutes, is amended to read:
  495         636.204 License required.—
  496         (1) Before doing business in this state as a discount
  497  medical plan organization, an entity must be a corporation, a
  498  limited liability company, or a limited partnership,
  499  incorporated, organized, formed, or registered under the laws of
  500  this state or authorized to transact business in this state in
  501  accordance with chapter 605, part I of chapter 607, chapter 608,
  502  chapter 617, chapter 620, or chapter 865, and must be licensed
  503  by the office as a discount medical plan organization or be
  504  licensed by the office pursuant to chapter 624, part I of this
  505  chapter, or chapter 641.
  506         Section 24. Subsection (1) of section 655.0201, Florida
  507  Statutes, is amended to read:
  508         655.0201 Service of process, notice, or demand on financial
  509  institutions.—
  510         (1) Process against any financial institution authorized by
  511  federal or state law to transact business in this state may be
  512  served in accordance with chapter 48, chapter 49, chapter 605,
  513  or part I of chapter 607, or chapter 608, as appropriate.
  514         Section 25. Paragraph (c) of subsection (11) of section
  515  658.2953, Florida Statutes, is amended to read:
  516         658.2953 Interstate branching.—
  517         (11) DE NOVO INTERSTATE BRANCHING BY STATE BANKS.—
  518         (c) An out-of-state bank may establish and maintain a de
  519  novo branch or acquire a branch in this state upon compliance
  520  with part I of chapter 607 or chapter 605 608 relating to doing
  521  business in this state as a foreign business entity, including
  522  maintaining a registered agent for service of process and other
  523  legal notice pursuant to s. 655.0201.
  524         Section 26. Section 694.16, Florida Statutes, is amended to
  525  read:
  526         694.16 Conveyances by merger or conversion of business
  527  entities.—As to any merger or conversion of business entities
  528  prior to June 15, 2000, the title to all real estate, or any
  529  interest therein, owned by a business entity that was a party to
  530  a merger or a conversion is vested in the surviving entity
  531  without reversion or impairment, notwithstanding the requirement
  532  of a deed which was previously required by s. 607.11101, former
  533  s. 608.4383, former s. 620.204, former s. 620.8904, or former s.
  534  620.8906.
  535         Section 27. Paragraph (f) of subsection (2) of section
  536  1002.395, Florida Statutes, is amended to read:
  537         1002.395 Florida Tax Credit Scholarship Program.—
  538         (2) DEFINITIONS.—As used in this section, the term:
  539         (f) “Eligible nonprofit scholarship-funding organization”
  540  means a state university; or an independent college or
  541  university that is eligible to participate in the William L.
  542  Boyd, IV, Florida Resident Access Grant Program, located and
  543  chartered in this state, is not for profit, and is accredited by
  544  the Commission on Colleges of the Southern Association of
  545  Colleges and Schools; or is a charitable organization that:
  546         1. Is exempt from federal income tax pursuant to s.
  547  501(c)(3) of the Internal Revenue Code;
  548         2. Is a Florida entity formed under chapter 605, chapter
  549  607, chapter 608, or chapter 617 and whose principal office is
  550  located in the state; and
  551         3. Complies with subsections (6) and (16).
  552         Section 28. This act shall take effect July 1, 2015.