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Glossary of Legislative Terms

CS/HB 1513: Limited Liability Companies

GENERAL BILL by Judiciary ; Sanderson ; (CO-INTRODUCERS) Bloom

Limited Liability Companies; clarifies & updates provisions re said companies to reflect current operating procedures; provides for correcting certain articles of organization; provides for delegation of rights & powers to manage; provides for membership termination upon bankruptcy; provides for conversion of certain entities to said company; provides for members' derivative actions; provides for application of certain case law for certain purposes, etc. Amends Ch. 608.

Effective Date: 10/01/1999
 Last Action: 6/8/1999 - Approved by Governor; Chapter No. 99-315
Bill Text: Web Page | PDF

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  • Bill History

    Date Chamber Action
    3/4/1999 House • Filed; Introduced -HJ 00175
    3/15/1999 House • Referred to Judiciary (CJC); Financial Services (CAC); Transportation & Economic Development Appropriations (FRC) -HJ 00310
    3/22/1999 House • On Committee agenda-- Judiciary (CJC), 03/24/99, 4:00 pm, Morris Hall --Meeting cancelled
    3/26/1999 House • On Committee agenda-- Judiciary (CJC), 03/30/99, 4:00 pm, Morris Hall
    3/30/1999 House • Comm. Action: Unanimously CS by Judiciary (CJC) -HJ 00551
    4/8/1999 House • CS read first time on 04/08/99 -HJ 00549
    4/7/1999 House • Pending review of CS under Rule 113; Now in Financial Services (CAC) -HJ 00551
    4/13/1999 House • Withdrawn from Financial Services (CAC) -HJ 00555; Now in Transportation & Economic Development Appropriations (FRC)
    4/14/1999 House • On Committee agenda-- Transportation & Economic Development Appropriations (FRC), 04/16/99, 9:30 am, 317C
    4/16/1999 House • Comm. Action:-Unanimously Favorable by Transportation & Economic Development Appropriations (FRC) -HJ 00750
    4/19/1999 House • Placed on calendar, available for General Calendar -HJ 00750
    4/23/1999 House • Placed on Special Order Calendar; Read second time -HJ 00949
    4/26/1999 House • Read third time -HJ 01099; CS passed; YEAS 108 NAYS 0 -HJ 01100
    4/26/1999 Senate • In Messages; Received, referred to Commerce and Economic Opportunities; Judiciary; Fiscal Policy -SJ 00888; Immediately withdrawn from Commerce and Economic Opportunities; Judiciary; Fiscal Policy -SJ 00820; Substituted for CS/SB 1696 -SJ 00821; Read second time -SJ 00821
    4/27/1999 Senate • Read third time -SJ 01179; CS passed; YEAS 40 NAYS 0 -SJ 01179
    4/27/1999 House • Ordered enrolled -HJ 01479
    5/26/1999 • Signed by Officers and presented to Governor
    6/8/1999 • Approved by Governor; Chapter No. 99-315

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  • CS/HB 1513, Enrolled (Current Bill Version) Posted 8/28/2000 at 9:26 AM

    Bill Text:   Web Page | PDF
    Analyses:   None

    Related Bills (3)

    Bill Number Subject Filed By Relationship Last Action and Location
    S 1696 (c1) Limited Liability Companies Klein Similar Last Action: 4/26/1999 S Placed on Special Order Calendar -SJ 00792, -SJ 00886; House Bill substituted -SJ 00821; Laid on Table, Iden./Sim./Compare Bill(s) passed, refer to CS/HB 1513 (Ch. 99-315)
    Location:
    H 1023 Limited Liability Companies Lacasa Compare Last Action: 4/30/1999 H Died on Calendar, Iden./Sim./Compare Bill(s) passed, refer to CS/HB 1513 (Ch. 99-315)
    Location:
    S 1682 Limited Liability Companies Klein Compare Last Action: 4/30/1999 S Placed on Special Order Calendar -SJ 01628, -SJ 01926; Died on Calendar, Iden./Sim./Compare Bill(s) passed, refer to CS/HB 1513 (Ch. 99-315)
    Location:

    Citations - Statutes (71)

    Citation Catchline Location in Bill Location In Bill Help
    608.401 Short title.
    608.402 Definitions.
    608.403 Purpose.
    608.404 Powers.
    608.406 Limited liability company name.
    608.4062 Foreign limited liability company; registered name; application; renewal; revocation.
    608.407 Articles of organization.
    608.408 Execution of certificate or statement.
    608.4081 Filing requirements.
    608.4082 Filing duties of Department of State.
    608.409 Effect of issuance of certificate of organization.
    608.4101 Records to be kept.
    608.411 Amendments to or restatements of articles of organization.
    608.4115
    608.412 Supplemental affidavit of capital contributions.
    608.415 Registered office and registered agent.
    608.416 Change of registered office or registered agent.
    608.4211 Contributions to capital and liability for contribution.
    608.422 Management of limited liability company.
    608.4225 General standards for managers and managing members.
    608.4226
    608.4227
    608.4228
    608.4229
    608.423 Limited liability company regulations.
    608.4231 Voting by members and managers.
    608.4232 Admission of additional members.
    608.4235
    608.4236
    608.4237
    608.4238
    608.424 Contracting debts.
    608.425 Limited liability company property.
    608.426 Distribution of property; impairment of capital.
    608.4261 Sharing of profits and losses.
    608.427 Withdrawal or reduction of members' contributions to capital.
    608.428 Liability upon return of contribution.
    608.432 Transferability of member's interest.
    608.433 Right of assignee to become member.
    608.434 Power of estate of deceased or incompetent member.
    608.438 Merger of limited liability company.
    608.4381 Action on plan of merger.
    608.4383 Effect of merger.
    608.4384 Rights of dissenting members.
    608.439
    608.441 Dissolution.
    608.4421 Claims against dissolved limited liability company.
    608.444 Distribution of assets upon dissolution.
    608.447 Cancellation of certificate of organization.
    608.448 Grounds for administrative dissolution.
    608.4481 Procedure for and effect of administrative dissolution.
    608.449 Grounds for judicial dissolution.
    608.4492 Receivership or custodianship.
    608.4494 Deposit with Department of Banking and Finance.
    608.4511 Annual report for Department of State.
    608.452 Fees of the Department of State.
    608.455 Waiver of notice.
    608.463 Service of process.
    608.471 Tax exemption on income of certain limited liability companies.
    608.502 Consequences of transacting business without authority.
    608.503 Application for certificate of authority.
    608.504 Amended certificate of authority.
    608.505 Effect of certificate of authority.
    608.507 Registered office and registered agent of foreign limited liability company.
    608.508 Change of registered office and registered agent of foreign limited liability company.
    608.512 Grounds for revocation of authority to transact business.
    608.5135 Revocation; application for reinstatement.
    608.601
    608.701
    608.702
    608.703

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  • CS/HB 1513, Committee Substitute 1 Posted 8/28/2000 at 9:26 AM

    Bill Text:   Web Page | PDF
    Analyses:   Judiciary (Post-Meeting) 3/31/1999 (pdf)
    Judiciary (Post-Meeting) 6/14/1999 (pdf)
    Transportation & Economic Development Appropriations (Post-Meeting) 4/14/1999 (pdf)
    Transportation & Economic Development Appropriations (Post-Meeting) 4/16/1999 (pdf)

    Floor Votes (2)

    Date Chamber Result
    4/26/1999 10:01 AM House 108 Yeas - 0 Nays
    4/27/1999 3:20 PM Senate 40 Yeas - 0 Nays

    Citations - Statutes (71)

    Citation Catchline Location in Bill Location In Bill Help
    608.401 Short title.
    608.402 Definitions.
    608.403 Purpose.
    608.404 Powers.
    608.406 Limited liability company name.
    608.4062 Foreign limited liability company; registered name; application; renewal; revocation.
    608.407 Articles of organization.
    608.408 Execution of certificate or statement.
    608.4081 Filing requirements.
    608.4082 Filing duties of Department of State.
    608.409 Effect of issuance of certificate of organization.
    608.4101 Records to be kept.
    608.411 Amendments to or restatements of articles of organization.
    608.4115
    608.412 Supplemental affidavit of capital contributions.
    608.415 Registered office and registered agent.
    608.416 Change of registered office or registered agent.
    608.4211 Contributions to capital and liability for contribution.
    608.422 Management of limited liability company.
    608.4225 General standards for managers and managing members.
    608.4226
    608.4227
    608.4228
    608.4229
    608.423 Limited liability company regulations.
    608.4231 Voting by members and managers.
    608.4232 Admission of additional members.
    608.4235
    608.4236
    608.4237
    608.4238
    608.424 Contracting debts.
    608.425 Limited liability company property.
    608.426 Distribution of property; impairment of capital.
    608.4261 Sharing of profits and losses.
    608.427 Withdrawal or reduction of members' contributions to capital.
    608.428 Liability upon return of contribution.
    608.432 Transferability of member's interest.
    608.433 Right of assignee to become member.
    608.434 Power of estate of deceased or incompetent member.
    608.438 Merger of limited liability company.
    608.4381 Action on plan of merger.
    608.4383 Effect of merger.
    608.4384 Rights of dissenting members.
    608.439
    608.441 Dissolution.
    608.4421 Claims against dissolved limited liability company.
    608.444 Distribution of assets upon dissolution.
    608.447 Cancellation of certificate of organization.
    608.448 Grounds for administrative dissolution.
    608.4481 Procedure for and effect of administrative dissolution.
    608.449 Grounds for judicial dissolution.
    608.4492 Receivership or custodianship.
    608.4494 Deposit with Department of Banking and Finance.
    608.4511 Annual report for Department of State.
    608.452 Fees of the Department of State.
    608.455 Waiver of notice.
    608.463 Service of process.
    608.471 Tax exemption on income of certain limited liability companies.
    608.502 Consequences of transacting business without authority.
    608.503 Application for certificate of authority.
    608.504 Amended certificate of authority.
    608.505 Effect of certificate of authority.
    608.507 Registered office and registered agent of foreign limited liability company.
    608.508 Change of registered office and registered agent of foreign limited liability company.
    608.512 Grounds for revocation of authority to transact business.
    608.5135 Revocation; application for reinstatement.
    608.601
    608.701
    608.702
    608.703

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  • HB 1513, Original Filed Version Posted 8/28/2000 at 9:26 AM

    Bill Text:   Web Page | PDF
    Analyses:   Judiciary (Post-Meeting) 3/23/1999 (pdf)

    Citations - Statutes (71)

    Citation Catchline Location in Bill Location In Bill Help
    608.401 Short title.
    608.402 Definitions.
    608.403 Purpose.
    608.404 Powers.
    608.406 Limited liability company name.
    608.4062 Foreign limited liability company; registered name; application; renewal; revocation.
    608.407 Articles of organization.
    608.408 Execution of certificate or statement.
    608.4081 Filing requirements.
    608.4082 Filing duties of Department of State.
    608.409 Effect of issuance of certificate of organization.
    608.4101 Records to be kept.
    608.411 Amendments to or restatements of articles of organization.
    608.4115
    608.412 Supplemental affidavit of capital contributions.
    608.415 Registered office and registered agent.
    608.416 Change of registered office or registered agent.
    608.4211 Contributions to capital and liability for contribution.
    608.422 Management of limited liability company.
    608.4225 General standards for managers and managing members.
    608.4226
    608.4227
    608.4228
    608.4229
    608.423 Limited liability company regulations.
    608.4231 Voting by members and managers.
    608.4232 Admission of additional members.
    608.4235
    608.4236
    608.4237
    608.4238
    608.424 Contracting debts.
    608.425 Limited liability company property.
    608.426 Distribution of property; impairment of capital.
    608.4261 Sharing of profits and losses.
    608.427 Withdrawal or reduction of members' contributions to capital.
    608.428 Liability upon return of contribution.
    608.432 Transferability of member's interest.
    608.433 Right of assignee to become member.
    608.434 Power of estate of deceased or incompetent member.
    608.438 Merger of limited liability company.
    608.4381 Action on plan of merger.
    608.4383 Effect of merger.
    608.4384 Rights of dissenting members.
    608.439
    608.441 Dissolution.
    608.4421 Claims against dissolved limited liability company.
    608.444 Distribution of assets upon dissolution.
    608.447 Cancellation of certificate of organization.
    608.448 Grounds for administrative dissolution.
    608.4481 Procedure for and effect of administrative dissolution.
    608.449 Grounds for judicial dissolution.
    608.4492 Receivership or custodianship.
    608.4494 Deposit with Department of Banking and Finance.
    608.4511 Annual report for Department of State.
    608.452 Fees of the Department of State.
    608.455 Waiver of notice.
    608.463 Service of process.
    608.471 Tax exemption on income of certain limited liability companies.
    608.502 Consequences of transacting business without authority.
    608.503 Application for certificate of authority.
    608.504 Amended certificate of authority.
    608.505 Effect of certificate of authority.
    608.507 Registered office and registered agent of foreign limited liability company.
    608.508 Change of registered office and registered agent of foreign limited liability company.
    608.512 Grounds for revocation of authority to transact business.
    608.5135 Revocation; application for reinstatement.
    608.601
    608.701
    608.702
    608.703

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