2021 Florida Statutes (Including 2021B Session)
Appraisal rights; definitions.
Appraisal rights; definitions.
605.1061 Appraisal rights; definitions.—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 in accordance with s. 55.03, determined as of the effective date of the appraisal event.
(2) “Affiliate” means a person who directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with another person or is a senior executive thereof. For purposes of s. 605.1006(4)(d), a person is deemed to be an affiliate of its senior executives.
(3) “Appraisal event” means an event described in s. 605.1006(1).
(4) “Beneficial member” means a person who is the beneficial owner of a membership interest held in a voting trust or by a nominee on the beneficial owner’s behalf.
(5) “Fair value” means the value of the member’s membership interest determined:
(a) Immediately before the effectiveness of the appraisal event to which the member objects;
(b) Using customary and current valuation concepts and techniques generally employed for similar businesses in the context of the transaction requiring appraisal, excluding any appreciation or depreciation in anticipation of the transaction to which the member objects, unless exclusion would be inequitable to the limited liability company and its remaining members; and
(c) Without discounting for lack of marketability or minority status.
(6) “Limited liability company” means the limited liability company that issued the membership interest held by a member demanding appraisal and, for matters covered in this section and ss. 605.1062-605.1072, includes the converted entity in a conversion or the surviving entity in a merger.
(7) “Member” means a record member or a beneficial member.
(8) “Membership interest” means a member’s transferable interest and all other rights as a member of the limited liability company that issued the membership interest, including voting rights, management rights, or other rights under this chapter or the organic rules of the limited liability company except, if the appraisal rights of a member under s. 605.1006 pertain to only a certain class or series of a membership interest, the term “membership interest” means only the membership interest pertaining to such class or series.
(9) “Record member” means each person who is identified as a member in the current list of members maintained for purposes of s. 605.1006 by the limited liability company, or to the extent the limited liability company has failed to maintain a current list, each person who is the rightful owner of a membership interest in the limited liability company. A transferee of a membership interest who has not been admitted as a member is not a record member.
(10) “Senior executive” means a manager in a manager-managed limited liability company; a member in a member-managed limited liability company; or the chief executive officer, chief operating officer, chief financial officer, or president or any other person in charge of a principal business unit or function of a limited liability company, in charge of a manager in a manager-managed limited liability company, or in charge of a member in a member-managed limited liability company.
History.—s. 2, ch. 2013-180; s. 268, ch. 2019-90.