| 1 | A bill to be entitled |
| 2 | An act relating to sales of assets other than in the |
| 3 | regular course of business; amending s. 607.1202 and |
| 4 | creating s. 608.4262, F.S.; providing notice requirements |
| 5 | for corporations and limited liability companies engaging |
| 6 | in sales of assets other than in the regular course of |
| 7 | business; providing an effective date. |
| 8 |
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| 9 | Be It Enacted by the Legislature of the State of Florida: |
| 10 |
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| 11 | Section 1. Subsection (9) is added to section 607.1202, |
| 12 | Florida Statutes, to read: |
| 13 | 607.1202 Sale of assets other than in regular course of |
| 14 | business.-- |
| 15 | (9)(a) When a proposed sale of assets other than in the |
| 16 | regular course of business will result in a corporation |
| 17 | discontinuing its business, at least 10 days prior to the |
| 18 | proposed sale the corporation shall provide notice of the |
| 19 | proposed sale in a newspaper, pursuant to the notice |
| 20 | requirements of s. 50.031, as follows: |
| 21 | 1. The notice of sale of assets shall state: |
| 22 | a. That a sale of assets is to be made. |
| 23 | b. The names and business addresses of the seller and |
| 24 | buyer and all other business names and addresses used by the |
| 25 | seller within 3 years to the extent known by the seller. |
| 26 | c. Whether or not all the debts of the seller are to be |
| 27 | paid in full as they fall due as a result of the transaction |
| 28 | and, if so, the address to which creditors should send their |
| 29 | bills. |
| 30 | 2. If the debts of the seller are not to be paid in full |
| 31 | as they become due or if the seller is in doubt about payment |
| 32 | requirements, the notice shall state further: |
| 33 | a. The location and general description of the property to |
| 34 | be transferred and the estimated total of the seller's debts. |
| 35 | b. The address where a list of assets to be sold may be |
| 36 | inspected. |
| 37 | c. Whether the sale is for new consideration and, if so, |
| 38 | the time and place of payment. |
| 39 | d. If for new consideration, the time and place where |
| 40 | creditors of the seller must file their claims. |
| 41 | (b) Following the occurrence of any of the events |
| 42 | specified in this subsection that cause a dissolution of the |
| 43 | corporation, the corporation shall deliver articles of |
| 44 | dissolution to the Department of State for filing and publish a |
| 45 | notice of dissolution pursuant to s. 50.031 within the county in |
| 46 | which the corporation is located that states that the articles |
| 47 | of dissolution have been filed with the Department of State for |
| 48 | the dissolution of (name of corporation) located at (address) |
| 49 | and any claims shall be delivered to (name) at the following |
| 50 | address for any obligations of (name of corporation). |
| 51 | Notwithstanding any of the requirements of this notice, if the |
| 52 | dissolution is to occur subsequent to the sale of a majority of |
| 53 | a corporation's assets, the corporation may comply with this |
| 54 | notice provision by including this notice, subject to the sale |
| 55 | in the notice for the sale of assets. |
| 56 | Section 2. Section 608.4262, Florida Statutes, is created |
| 57 | to read: |
| 58 | 608.4262 Sale of assets other than in regular course of |
| 59 | business.-- |
| 60 | (1) At least 10 days prior to a proposed sale of assets |
| 61 | other than in the regular course of business of a limited |
| 62 | liability company, the limited liability company shall provide |
| 63 | notice of the proposed sale of assets in a newspaper, pursuant |
| 64 | to the notice requirements of s. 50.031, as follows: |
| 65 | (a) The notice of sale of assets shall state: |
| 66 | 1. That a sale of assets is to be made. |
| 67 | 2. The names and business addresses of the seller and |
| 68 | buyer and all other business names and addresses used by the |
| 69 | seller within 3 years to the extent known by the seller. |
| 70 | 3. Whether or not all the debts of the seller are to be |
| 71 | paid in full as they fall due as a result of the transaction |
| 72 | and, if so, the address to which creditors should send their |
| 73 | bills. |
| 74 | (b) If the debts of the seller are not to be paid in full |
| 75 | as they become due or if the seller is in doubt about payment |
| 76 | requirements, the notice shall state further: |
| 77 | 1. The location and general description of the property to |
| 78 | be transferred and the estimated total of the seller's debts. |
| 79 | 2. The address where a list of assets to be sold may be |
| 80 | inspected. |
| 81 | 3. Whether the sale is for new consideration and, if so, |
| 82 | the time and place of payment. |
| 83 | 4. If for new consideration, the time and place where |
| 84 | creditors of the seller must file their claims. |
| 85 | (2) Following the occurrence of any of the events |
| 86 | specified in this section that cause a dissolution of the |
| 87 | limited liability company, the limited liability company shall |
| 88 | deliver articles of dissolution to the Department of State for |
| 89 | filing and publish a notice of dissolution pursuant to s. 50.031 |
| 90 | within the county in which the limited liability company is |
| 91 | located that states that the articles of dissolution have been |
| 92 | filed with the Department of State for the dissolution of (name |
| 93 | of limited liability company) located at (address) and any |
| 94 | claims shall be delivered to (name) at the following address for |
| 95 | any obligations of (name of limited liability company). |
| 96 | Notwithstanding any of the notice requirements of this section, |
| 97 | if the dissolution is to occur subsequent to the sale of a |
| 98 | majority of the limited liability company's assets, the limited |
| 99 | liability company may comply with this notice provision by |
| 100 | including this notice subject to the sale in the notice for the |
| 101 | sale of assets. |
| 102 | Section 3. This act shall take effect July 1, 2009. |