CS/CS/CS/HB 595: Business Entities
GENERAL BILL by Goodlette ; (CO-INTRODUCERS) Henriquez ; Seiler
Business Entities; provides definitions, requirements, criteria, & procedures for conversion of domestic corporation into another business entity; provides for appraisals of interest in certain limited liability companies; exempts certain private clubs organized as corporations from prohibition against distributions made to members in certain circumstances; revises Fla. Revised Uniform Limited Partnership Act, etc. Amends Chs. 607, 608, 617, 620.
Effective Date: 01/01/2006 except as otherwise provided
Last Action: 5/3/2005 House - Substituted CS/SB 1056; Laid on Table, Link/Iden/Sim/Compare passed, refer to CS/SB 1056 (Ch. 2005-267) -HJ 01238
Bill Text: Web Page | PDF
Last Action: 5/3/2005 House - Substituted CS/SB 1056; Laid on Table, Link/Iden/Sim/Compare passed, refer to CS/SB 1056 (Ch. 2005-267) -HJ 01238
Bill Text: Web Page | PDF
Bill History
| Date | Chamber | Action |
|---|---|---|
| 1/25/2005 | House |
• Filed |
| 2/7/2005 | House |
• Referred to Economic Development, Trade & Banking (CC); Civil Justice (JC); Transportation & Economic Development Appropriations (FC); Commerce Council |
| 3/8/2005 | House |
• Introduced, referred to Economic Development, Trade & Banking (CC); Civil Justice (JC); Transportation & Economic Development Appropriations (FC); Commerce Council -HJ 00057; On Committee agenda-- Economic Development, Trade & Banking (CC), 03/10/05, 1:45 pm, 306-H |
| 3/10/2005 | House |
• Favorable with CS amendment by Economic Development, Trade & Banking (CC); YEAS 14 NAYS 0 -HJ 00235 |
| 3/18/2005 | House |
• Pending review of CS under Rule 6.3(b); Now in Civil Justice (JC) -HJ 00235 |
| 3/21/2005 | House |
• On Committee agenda-- Civil Justice (JC), 03/23/05, 10:30 am, 24-H |
| 3/23/2005 | House |
• Favorable with CS amendment by Civil Justice (JC); YEAS 5 NAYS 0 -HJ 00296 |
| 3/29/2005 | House |
• Pending review of CS under Rule 6.3(b); Now in Transportation & Economic Development Appropriations (FC) -HJ 00296 |
| 4/7/2005 | House |
• On Committee agenda-- Transportation & Economic Development Appropriations (FC), 04/11/05, 4:15 pm, Reed Hall |
| 4/11/2005 | House |
• Favorable by Transportation & Economic Development Appropriations (FC); YEAS 12 NAYS 0 -HJ 00484; Now in Commerce Council -HJ 00484 |
| 4/12/2005 | House |
• On Council agenda-- Commerce Council, 04/14/05, 8:00 am, 404-H |
| 4/14/2005 | House |
• Favorable with CS amendment by- Commerce Council; YEAS 8 NAYS 0 -HJ 00565 |
| 4/18/2005 | House |
• Pending review of CS -under Rule 6.3(b) |
| 4/19/2005 | House |
• Placed on Calendar -HJ 00565 |
| 5/3/2005 | House |
• Substituted CS/SB 1056; Laid on Table, Link/Iden/Sim/Compare passed, refer to CS/SB 1056 (Ch. 2005-267) -HJ 01238 |
Related Bills
| Bill Number | Subject | Filed By | Relationship | Last Action and Location |
|---|---|---|---|---|
| S 1056 (e2) | Klein | Similar | Last Action: 6/20/2005 Approved by Governor; Chapter No. 2005-267 |
Bill Text
| Version | Posted | Format |
|---|---|---|
| H 595 Filed | 1/25/2005 12:21 PM | Web Page | PDF |
| H 595 c1 | 3/18/2005 10:18 AM | Web Page | PDF |
| H 595 c2 | 3/29/2005 10:33 AM | Web Page | PDF |
| H 595 c3 | 4/18/2005 12:10 PM | Web Page | PDF |
Committee Amendments
No Committee Amendments Available
Floor Amendments
| Amendments | Sponsor | Filed | Last Floor Action | Format |
|---|---|---|---|---|
|
521633 - Amendment |
Goodlette |
4/26/2005 6:59 PM |
Web Page
|
|
|
447011 - Amendment |
Goodlette |
4/28/2005 2:40 PM |
Web Page
|
|
|
638867 - Amendment |
Goodlette |
4/28/2005 2:40 PM |
Web Page
|
|
|
307901 - Amendment |
Goodlette |
4/28/2005 4:40 PM |
Web Page
|
|
|
449073 - Amendment |
Goodlette |
4/28/2005 4:40 PM |
Web Page
|
Bill Analyses
| Type | Analysis | Author | Posted | Format |
|---|---|---|---|---|
| Bill Analysis | H 595 | Commerce Council (Post-Meeting) | ||
| Bill Analysis | H 595 | Civil Justice Committee (Post-Meeting) | ||
| Bill Analysis | H 595 | Civil Justice Committee (Post-Meeting) | ||
| Bill Analysis | H 595 | Transportation & Economic Development Appropriations Committee (Post-Meeting) | ||
| Bill Analysis | H 595 | Transportation & Economic Development Appropriations Committee (Post-Meeting) |
Vote History - Committee
No Committee Vote History AvailableVote History - Floor
No Vote History AvailableCitations - Statutes (257)
| Citation | Catchline | Location in Bill Location In Bill Help |
|---|---|---|
| 607.11101 | Effect of merger of domestic corporation and other business entity. | |
| 607.1112 | ||
| 607.1113 | ||
| 607.1114 | ||
| 607.1115 | ||
| 607.1302 | Right of shareholders to appraisal. | |
| 608.407 | Articles of organization. | |
| 608.4225 | General standards for managers and managing members. | |
| 608.4351 | ||
| 608.4352 | ||
| 608.4353 | ||
| 608.4354 | ||
| 608.4355 | ||
| 608.4356 | ||
| 608.4357 | ||
| 608.43575 | ||
| 608.4358 | ||
| 608.43585 | ||
| 608.4359 | ||
| 608.43595 | ||
| 608.438 | Merger of limited liability company. | |
| 608.4381 | Action on plan of merger. | |
| 608.4382 | Articles of merger. | |
| 608.4383 | Effect of merger. | |
| 608.4384 | Rights of dissenting members. | |
| 608.439 | Conversion of certain entities to a limited liability company. | |
| 608.4401 | ||
| 608.4402 | ||
| 608.4403 | ||
| 608.4404 | ||
| 608.452 | Fees of the Department of State. | |
| 617.0302 | Corporate powers. | |
| 617.0505 | Payment of dividends and distribution of income to members prohibited; issuance of certificates of membership; effect of stock issued under prior law. | |
| 617.1108 | ||
| 620.101 | Short title. | |
| 620.102 | Definitions. | |
| 620.103 | Name of limited partnership. | |
| 620.105 | Recordkeeping office; agent for service of process. | |
| 620.1051 | Change of registered office or registered agent; change of address. | |
| 620.106 | Records to be kept. | |
| 620.107 | Nature of business that may be carried on. | |
| 620.108 | Formation; certificate of limited partnership. | |
| 620.109 | Amendment to, or restated, certificate of limited partnership. | |
| 620.1101 | ||
| 620.1102 | ||
| 620.1103 | ||
| 620.1104 | ||
| 620.1105 | ||
| 620.1106 | ||
| 620.1107 | ||
| 620.1108 | ||
| 620.1109 | ||
| 620.1110 | ||
| 620.1111 | ||
| 620.1112 | ||
| 620.1113 | ||
| 620.1114 | ||
| 620.1115 | ||
| 620.1116 | ||
| 620.1117 | ||
| 620.1118 | ||
| 620.112 | Supplemental affidavit of capital contributions. | |
| 620.113 | Cancellation of certificate of limited partnership. | |
| 620.114 | Execution of certificate or statement. | |
| 620.115 | Execution of certificate pursuant to court order. | |
| 620.116 | Filing with Department of State. | |
| 620.117 | Liability for false statement in certificate. | |
| 620.118 | Filing; scope of notice. | |
| 620.119 | Delivery of certificates to limited partners. | |
| 620.1201 | ||
| 620.1202 | ||
| 620.1203 | ||
| 620.1204 | ||
| 620.1205 | ||
| 620.1206 | ||
| 620.1207 | ||
| 620.1208 | ||
| 620.1209 | ||
| 620.1210 | ||
| 620.122 | Business transactions of partner with partnership. | |
| 620.123 | Admission of additional general partners. | |
| 620.124 | Events of withdrawal of general partner. | |
| 620.125 | General rights, powers, restrictions, and liabilities of general partner. | |
| 620.126 | Contributions by general partner. | |
| 620.127 | Voting rights of general partners. | |
| 620.128 | Admission of limited partners. | |
| 620.129 | Liability of limited partner to third parties. | |
| 620.1301 | ||
| 620.1302 | ||
| 620.1303 | ||
| 620.1304 | ||
| 620.1305 | ||
| 620.1306 | ||
| 620.132 | Liability of person erroneously believing herself or himself to be a limited partner. | |
| 620.133 | Voting rights of limited partners. | |
| 620.134 | Limited partner's right to inspect records and demand information. | |
| 620.135 | Form of contribution. | |
| 620.136 | Liability for contribution. | |
| 620.137 | Sharing of profits and losses. | |
| 620.138 | Sharing of distributions. | |
| 620.139 | Interim distributions. | |
| 620.1401 | ||
| 620.1402 | ||
| 620.1403 | ||
| 620.1404 | ||
| 620.1405 | ||
| 620.1406 | ||
| 620.1407 | ||
| 620.1408 | ||
| 620.142 | Withdrawal of general partner. | |
| 620.143 | Withdrawal of limited partner. | |
| 620.144 | Distribution upon withdrawal. | |
| 620.145 | Distribution in kind. | |
| 620.146 | Right to distribution. | |
| 620.147 | Limitation on distribution. | |
| 620.148 | Liability upon return of contribution. | |
| 620.149 | Nature of partner's interest in the limited partnership. | |
| 620.1501 | ||
| 620.1502 | ||
| 620.1503 | ||
| 620.1504 | ||
| 620.1505 | ||
| 620.1506 | ||
| 620.1507 | ||
| 620.1508 | ||
| 620.1509 | ||
| 620.152 | Assignment of partnership interest. | |
| 620.153 | Rights of judgment creditor of partner. | |
| 620.154 | Right of assignee to become limited partner. | |
| 620.155 | Power of estate of deceased or incompetent partner. | |
| 620.156 | Property of limited partnership. | |
| 620.157 | Nonjudicial dissolution. | |
| 620.158 | Judicial dissolution. | |
| 620.159 | Winding up affairs of limited partnership. | |
| 620.1601 | ||
| 620.1602 | ||
| 620.1603 | ||
| 620.1604 | ||
| 620.1605 | ||
| 620.1606 | ||
| 620.1607 | ||
| 620.162 | Distribution of assets. | |
| 620.163 | Right of limited partner to bring derivative action. | |
| 620.164 | Derivative action; proper plaintiff. | |
| 620.165 | Derivative action; pleading. | |
| 620.166 | Derivative action; expenses. | |
| 620.167 | Laws governing foreign limited partnership. | |
| 620.168 | Name under which foreign limited partnership may register. | |
| 620.169 | Registration of foreign limited partnership. | |
| 620.1701 | ||
| 620.1702 | ||
| 620.1703 | ||
| 620.1704 | ||
| 620.172 | Issuance of certificate of authority to transact business to foreign limited partnership. | |
| 620.173 | Amendments to registration application. | |
| 620.174 | Cancellation of registration of foreign limited partnership. | |
| 620.175 | Action to restrain foreign limited partnership from transacting business. | |
| 620.176 | Supplemental affidavit of capital contributions. | |
| 620.177 | Annual report of domestic or foreign limited partnership; renewal of authority. | |
| 620.178 | Revocation of authority to transact business; reinstatement. | |
| 620.179 | Transaction of business without registration or after revocation of authority; effect. | |
| 620.1801 | ||
| 620.1802 | ||
| 620.1803 | ||
| 620.1804 | ||
| 620.1805 | ||
| 620.1806 | ||
| 620.1807 | ||
| 620.1808 | ||
| 620.1809 | ||
| 620.1810 | ||
| 620.1811 | ||
| 620.1812 | ||
| 620.1813 | ||
| 620.182 | Fees of the Department of State. | |
| 620.1835 | Powers of Department of State; interrogatories. | |
| 620.184 | Construction and application of act. | |
| 620.185 | Effect of repeal of prior statutes. | |
| 620.186 | Applicability of Uniform Partnership Act. | |
| 620.187 | Limited liability limited partnership. | |
| 620.1901 | ||
| 620.1902 | ||
| 620.1903 | ||
| 620.1904 | ||
| 620.1905 | ||
| 620.1906 | ||
| 620.1907 | ||
| 620.1908 | ||
| 620.1909 | ||
| 620.1910 | ||
| 620.192 | Registered agent; duties. | |
| 620.2001 | ||
| 620.2002 | ||
| 620.2003 | ||
| 620.2004 | ||
| 620.2005 | ||
| 620.201 | Merger of domestic limited partnership. | |
| 620.202 | Action on plan of merger. | |
| 620.203 | Articles of merger. | |
| 620.204 | Effect of merger. | |
| 620.205 | Rights of dissenting partners. | |
| 620.2101 | ||
| 620.2102 | ||
| 620.2103 | ||
| 620.2104 | ||
| 620.2105 | ||
| 620.2106 | ||
| 620.2107 | ||
| 620.2108 | ||
| 620.2109 | ||
| 620.2110 | ||
| 620.2111 | ||
| 620.2112 | ||
| 620.2113 | ||
| 620.2114 | ||
| 620.2115 | ||
| 620.2116 | ||
| 620.2117 | ||
| 620.2118 | ||
| 620.2119 | ||
| 620.2120 | ||
| 620.2121 | ||
| 620.2122 | ||
| 620.2123 | ||
| 620.2124 | ||
| 620.2125 | ||
| 620.2201 | ||
| 620.2202 | ||
| 620.2203 | ||
| 620.2204 | ||
| 620.2205 | ||
| 620.8103 | Effect of partnership agreement; nonwaivable provisions. | |
| 620.8105 | Execution, filing, and recording of partnership registration and other statements. | |
| 620.81055 | Fees for filing documents and issuing certificates; powers of the Department of State. | |
| 620.8404 | General standards of partner's conduct. | |
| 620.8901 | Definitions; ss. 620.8901-620.8908. | |
| 620.8902 | Conversion of partnership to limited partnership. | |
| 620.8903 | Conversion of limited partnership to partnership. | |
| 620.8904 | Effect of conversion; entity unchanged. | |
| 620.8905 | Merger of partnerships. | |
| 620.8906 | Effect of merger. | |
| 620.8907 | Statement of merger. | |
| 620.8908 | Nonexclusive. | |
| 620.8911 | ||
| 620.8912 | ||
| 620.8913 | ||
| 620.8914 | ||
| 620.8915 | ||
| 620.8916 | ||
| 620.8917 | ||
| 620.8918 | ||
| 620.8919 | ||
| 620.8920 | ||
| 620.8921 | ||
| 620.8922 | ||
| 620.8923 | ||
| 620.9104 | Activities not constituting transacting business. |
Citations - Constitution (0)
No Constitutional citations.
Citations - Chapter Law (0)
No Chapter Law citations.
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