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2018 Florida Statutes
Approval of conversion.
Approval of conversion.
605.1043 Approval of conversion.—
(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 a converting limited liability company which will have interest holder liability for debts, obligations, and other liabilities that arise after the conversion becomes effective, unless:
1. The organic rules of the company in a record provide for the approval of a conversion in which some or all of its members become subject to interest holder liability by the vote or consent of less than all of the members; and
2. The member consented in a record to or voted for that provision of the organic rules or became a member after the adoption of that provision.
(2) A conversion involving a domestic converting entity that is not a limited liability company is not effective unless it is approved by the domestic converting entity in accordance with its organic law.
(3) A conversion of a foreign converting entity is not effective unless it is approved by the foreign entity in accordance with the law of the foreign entity’s jurisdiction of formation.
(4) If the converting entity is a domestic limited liability company, all members of the company who have the right to vote upon the conversion must be given written notice of a meeting with respect to the approval of a plan of conversion as provided in subsection (1) not less than 10 days and not more than 60 days before the date of the meeting at which the plan of conversion is submitted for approval by the members of such limited liability company. The notification required under this subsection may be waived in writing by the person or persons entitled to such notification.
(5) The notification required under subsection (4) must be in writing and include the following:
(a) The date, time, and place of the meeting at which the plan of conversion is to be submitted for approval by the members of the limited liability company.
(b) A copy of the plan of conversion.
(c) The statement or statements required under ss. 605.1006 and 605.1061-605.1072 regarding the availability of appraisal rights, if any, to members of the limited liability company.
(d) The date on which such notification was mailed or delivered to the members.
(6) In addition to the requirements of subsection (5), the notification required under subsection (4) may contain any other information concerning the plan of conversion not prohibited by applicable law.
(7) The notification required under subsection (4) is deemed to be given at the earliest date of:
(a) The date the notification is received;
(b) Five days after the date the notification is deposited in the United States mail addressed to the member at the member’s address as it appears in the books and records of the limited liability company, with prepaid postage affixed;
(c) The date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and if the receipt is signed by or on behalf of the addressee; or
(d) The date the notification is given in accordance with the organic rules of the limited liability company.
History.—s. 2, ch. 2013-180.