Florida Senate - 2013 COMMITTEE AMENDMENT
Bill No. CS for SB 1300
Barcode 358348
LEGISLATIVE ACTION
Senate . House
Comm: RCS .
04/08/2013 .
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The Committee on Commerce and Tourism (Hays) recommended the
following:
1 Senate Amendment
2
3 Delete lines 5958 - 6469
4 and insert:
5 Section 5. Subsection (3) of section 607.1109, Florida
6 Statutes, is amended to read:
7 607.1109 Articles of merger.—
8 (3) A domestic corporation is not required to file articles
9 of merger pursuant to subsection (1) if the domestic corporation
10 is named as a party or constituent organization in articles of
11 merger or a certificate of merger filed for the same merger in
12 accordance with s. 605.1025, s. 608.4382(1), s. 617.1108, s.
13 620.2108(3), or s. 620.8918(1) and (2), and if the articles of
14 merger or certificate of merger substantially complies with the
15 requirements of this section. In such a case, the other articles
16 of merger or certificate of merger may also be used for purposes
17 of subsection (2).
18 Section 6. Effective January 1, 2015, subsection (3) of
19 section 607.1109, Florida Statutes, is amended to read:
20 607.1109 Articles of merger.—
21 (3) A domestic corporation is not required to file articles
22 of merger pursuant to subsection (1) if the domestic corporation
23 is named as a party or constituent organization in articles of
24 merger or a certificate of merger filed for the same merger in
25 accordance with s. 605.1025, s. 608.4382(1), s. 617.1108, s.
26 620.2108(3), or s. 620.8918(1) and (2), and if the articles of
27 merger or certificate of merger substantially complies with the
28 requirements of this section. In such a case, the other articles
29 of merger or certificate of merger may also be used for purposes
30 of subsection (2).
31 Section 7. Subsection (3) of section 607.1113, Florida
32 Statutes, is amended to read:
33 607.1113 Certificate of conversion.—
34 (3) A converting domestic corporation is not required to
35 file a certificate of conversion pursuant to subsection (1) if
36 the converting domestic corporation files articles of conversion
37 or a certificate of conversion that substantially complies with
38 the requirements of this section pursuant to s. 605.1045, s.
39 608.439, s. 620.2104(1)(b), or s. 620.8914(1)(b) and contains
40 the signatures required by this chapter. In such a case, the
41 other certificate of conversion may also be used for purposes of
42 subsection (2).
43 Section 8. Effective January 1, 2015, subsection (3) of
44 section 607.1113, Florida Statutes, is amended to read:
45 607.1113 Certificate of conversion.—
46 (3) A converting domestic corporation is not required to
47 file a certificate of conversion pursuant to subsection (1) if
48 the converting domestic corporation files articles of conversion
49 or a certificate of conversion that substantially complies with
50 the requirements of this section pursuant to s. 605.1045, s.
51 608.439, s. 620.2104(1)(b), or s. 620.8914(1)(b) and contains
52 the signatures required by this chapter. In such a case, the
53 other certificate of conversion may also be used for purposes of
54 subsection (2).
55 Section 9. Subsections (1) and (2) of section 607.193,
56 Florida Statutes, are amended to read:
57 607.193 Supplemental corporate fee.—
58 (1) In addition to any other taxes imposed by law, an
59 annual supplemental corporate fee of $88.75 is imposed on each
60 business entity that is authorized to transact business in this
61 state and is required to file an annual report with the
62 Department of State under s. 605.0212, s. 607.1622, s. 608.4511,
63 or s. 620.1210.
64 (2)(a) The business entity shall remit the supplemental
65 corporate fee to the Department of State at the time it files
66 the annual report required by s. 605.0212, s. 607.1622, s.
67 608.4511, or s. 620.1210.
68 (b) In addition to the fees levied under ss. 607.0122,
69 608.452, and 620.1109, s. 605.0213 or s. 608.452, and the
70 supplemental corporate fee, a late charge of $400 shall be
71 imposed if the supplemental corporate fee is remitted after May
72 1 except in circumstances in which a business entity was
73 administratively dissolved or its certificate of authority was
74 revoked due to its failure to file an annual report and the
75 entity subsequently applied for reinstatement and paid the
76 applicable reinstatement fee.
77 Section 10. Effective January 1, 2015, subsections (1) and
78 (2) of section 607.193, Florida Statutes, are amended to read:
79 607.193 Supplemental corporate fee.—
80 (1) In addition to any other taxes imposed by law, an
81 annual supplemental corporate fee of $88.75 is imposed on each
82 business entity that is authorized to transact business in this
83 state and is required to file an annual report with the
84 Department of State under s. 605.0212, s. 607.1622, s. 608.4511,
85 or s. 620.1210.
86 (2)(a) The business entity shall remit the supplemental
87 corporate fee to the Department of State at the time it files
88 the annual report required by s. 605.0212, s. 607.1622, s.
89 608.4511, or s. 620.1210.
90 (b) In addition to the fees levied under ss. 605.0213,
91 607.0122, and 620.1109, s. 605.0213 or s. 608.452, and the
92 supplemental corporate fee, a late charge of $400 shall be
93 imposed if the supplemental corporate fee is remitted after May
94 1 except in circumstances in which a business entity was
95 administratively dissolved or its certificate of authority was
96 revoked due to its failure to file an annual report and the
97 entity subsequently applied for reinstatement and paid the
98 applicable reinstatement fee.
99 Section 11. Subsection (2) of section 617.1108, Florida
100 Statutes, is amended to read:
101 617.1108 Merger of domestic corporation and other business
102 entities.—
103 (2) A domestic corporation not for profit organized under
104 this chapter is not required to file articles of merger pursuant
105 to this section if the corporation not for profit is named as a
106 party or constituent organization in articles of merger or a
107 certificate of merger filed for the same merger in accordance
108 with s. 605.1025, s. 607.1109, s. 608.4382(1), s. 620.2108(3),
109 or s. 620.8918(1) and (2). In such a case, the other articles of
110 merger or certificate of merger may also be used for purposes of
111 subsection (3).
112 Section 12. Effective January 1, 2015, subsection (2) of
113 section 617.1108, Florida Statutes, is amended to read:
114 617.1108 Merger of domestic corporation and other business
115 entities.—
116 (2) A domestic corporation not for profit organized under
117 this chapter is not required to file articles of merger pursuant
118 to this section if the corporation not for profit is named as a
119 party or constituent organization in articles of merger or a
120 certificate of merger filed for the same merger in accordance
121 with s. 605.1025, s. 607.1109, s. 608.4382(1), s. 620.2108(3),
122 or s. 620.8918(1) and (2). In such a case, the other articles of
123 merger or certificate of merger may also be used for purposes of
124 subsection (3).
125 Section 13. Paragraph (c) of subsection (1) of section
126 620.2104, Florida Statutes, is amended to read:
127 620.2104 Filings required for conversion; effective date.—
128 (1) After a plan of conversion is approved:
129 (c) A converting limited partnership is not required to
130 file a certificate of conversion pursuant to paragraph (a) if
131 the converting limited partnership files articles of conversion
132 or a certificate of conversion that substantially complies with
133 the requirements of this section pursuant to s. 605.1045, s.
134 607.1115, s. 608.439, or s. 620.8914(1)(b) and contains the
135 signatures required by this chapter. In such a case, the other
136 certificate of conversion may also be used for purposes of s.
137 620.2105(4).
138 Section 14. Effective January 1, 2015, paragraph (c) of
139 subsection (1) of section 620.2104, Florida Statutes, is amended
140 to read:
141 620.2104 Filings required for conversion; effective date.—
142 (1) After a plan of conversion is approved:
143 (c) A converting limited partnership is not required to
144 file a certificate of conversion pursuant to paragraph (a) if
145 the converting limited partnership files articles of conversion
146 or a certificate of conversion that substantially complies with
147 the requirements of this section pursuant to s. 605.1045, s.
148 607.1115, s. 608.439, or s. 620.8914(1)(b) and contains the
149 signatures required by this chapter. In such a case, the other
150 certificate of conversion may also be used for purposes of s.
151 620.2105(4).
152 Section 15. Subsection (3) of section 620.2108, Florida
153 Statutes, is amended to read:
154 620.2108 Filings required for merger; effective date.—
155 (3) Each constituent limited partnership shall deliver the
156 certificate of merger for filing in the Department of State
157 unless the constituent limited partnership is named as a party
158 or constituent organization in articles of merger or a
159 certificate of merger filed for the same merger in accordance
160 with s. 605.1025, s. 607.1109(1), s. 608.4382(1), s. 617.1108,
161 or s. 620.8918(1) and (2) and such articles of merger or
162 certificate of merger substantially complies with the
163 requirements of this section. In such a case, the other articles
164 of merger or certificate of merger may also be used for purposes
165 of s. 620.2109(3).
166 Section 16. Effective January 1, 2015, subsection (3) of
167 section 620.2108, Florida Statutes, is amended to read:
168 620.2108 Filings required for merger; effective date.—
169 (3) Each constituent limited partnership shall deliver the
170 certificate of merger for filing in the Department of State
171 unless the constituent limited partnership is named as a party
172 or constituent organization in articles of merger or a
173 certificate of merger filed for the same merger in accordance
174 with s. 605.1025, s. 607.1109(1), s. 608.4382(1), s. 617.1108,
175 or s. 620.8918(1) and (2) and such articles of merger or
176 certificate of merger substantially complies with the
177 requirements of this section. In such a case, the other articles
178 of merger or certificate of merger may also be used for purposes
179 of s. 620.2109(3).
180 Section 17. Subsection (1) of section 620.8914, Florida
181 Statutes, is amended to read:
182 620.8914 Filings required for conversion; effective date.—
183 (1) After a plan of conversion is approved:
184 (a) A converting partnership shall deliver to the
185 Department of State for filing a registration statement in
186 accordance with s. 620.8105, if such statement was not
187 previously filed, and a certificate of conversion, in accordance
188 with s. 620.8105, which must include:
189 1. A statement that the partnership has been converted into
190 another organization.
191 2. The name and form of the organization and the
192 jurisdiction of its governing law.
193 3. The date the conversion is effective under the governing
194 law of the converted organization.
195 4. A statement that the conversion was approved as required
196 by this act.
197 5. A statement that the conversion was approved as required
198 by the governing law of the converted organization.
199 6. If the converted organization is a foreign organization
200 not authorized to transact business in this state, the street
201 and mailing address of an office which the Department of State
202 may use for the purposes of s. 620.8915(3).
203 (b) In the case of a converting organization converting
204 into a partnership to be governed by this act, the converting
205 organization shall deliver to the Department of State for
206 filing:
207 1. A registration statement in accordance with s. 620.8105.
208 2. A certificate of conversion, in accordance with s.
209 620.8105, signed by a general partner of the partnership in
210 accordance with s. 620.8105(6) and by the converting
211 organization as required by applicable law, which certificate of
212 conversion must include:
213 a. A statement that the partnership was converted from
214 another organization.
215 b. The name and form of the converting organization and the
216 jurisdiction of its governing law.
217 c. A statement that the conversion was approved as required
218 by this act.
219 d. A statement that the conversion was approved in a manner
220 that complied with the converting organization’s governing law.
221 e. The effective time of the conversion, if other than the
222 time of the filing of the certificate of conversion.
223
224 A converting domestic partnership is not required to file a
225 certificate of conversion pursuant to paragraph (a) if the
226 converting domestic partnership files articles of conversion or
227 a certificate of conversion that substantially complies with the
228 requirements of this section pursuant to s. 605.1045, s.
229 607.1115, s. 608.439, or s. 620.2104(1)(b) and contains the
230 signatures required by this chapter. In such a case, the other
231 certificate of conversion may also be used for purposes of s.
232 620.8915(4).
233 Section 18. Effective January 1, 2015, subsection (1) of
234 section 620.8914, Florida Statutes, is amended to read:
235 620.8914 Filings required for conversion; effective date.—
236 (1) After a plan of conversion is approved:
237 (a) A converting partnership shall deliver to the
238 Department of State for filing a registration statement in
239 accordance with s. 620.8105, if such statement was not
240 previously filed, and a certificate of conversion, in accordance
241 with s. 620.8105, which must include:
242 1. A statement that the partnership has been converted into
243 another organization.
244 2. The name and form of the organization and the
245 jurisdiction of its governing law.
246 3. The date the conversion is effective under the governing
247 law of the converted organization.
248 4. A statement that the conversion was approved as required
249 by this act.
250 5. A statement that the conversion was approved as required
251 by the governing law of the converted organization.
252 6. If the converted organization is a foreign organization
253 not authorized to transact business in this state, the street
254 and mailing address of an office which the Department of State
255 may use for the purposes of s. 620.8915(3).
256 (b) In the case of a converting organization converting
257 into a partnership to be governed by this act, the converting
258 organization shall deliver to the Department of State for
259 filing:
260 1. A registration statement in accordance with s. 620.8105.
261 2. A certificate of conversion, in accordance with s.
262 620.8105, signed by a general partner of the partnership in
263 accordance with s. 620.8105(6) and by the converting
264 organization as required by applicable law, which certificate of
265 conversion must include:
266 a. A statement that the partnership was converted from
267 another organization.
268 b. The name and form of the converting organization and the
269 jurisdiction of its governing law.
270 c. A statement that the conversion was approved as required
271 by this act.
272 d. A statement that the conversion was approved in a manner
273 that complied with the converting organization’s governing law.
274 e. The effective time of the conversion, if other than the
275 time of the filing of the certificate of conversion.
276
277 A converting domestic partnership is not required to file a
278 certificate of conversion pursuant to paragraph (a) if the
279 converting domestic partnership files articles of conversion or
280 a certificate of conversion that substantially complies with the
281 requirements of this section pursuant to s. 605.1045, s.
282 607.1115, s. 608.439, or s. 620.2104(1)(b) and contains the
283 signatures required by this chapter. In such a case, the other
284 certificate of conversion may also be used for purposes of s.
285 620.8915(4).
286 Section 19. Subsection (3) of section 620.8918, Florida
287 Statutes, is amended to read:
288 620.8918 Filings required for merger; effective date.—
289 (3) Each domestic constituent partnership shall deliver the
290 certificate of merger for filing with the Department of State,
291 unless the domestic constituent partnership is named as a party
292 or constituent organization in articles of merger or a
293 certificate of merger filed for the same merger in accordance
294 with s. 605.1025, s. 607.1109(1), s. 608.4382(1), s. 617.1108,
295 or s. 620.2108(3). The articles of merger or certificate of
296 merger must substantially comply with the requirements of this
297 section. In such a case, the other articles of merger or
298 certificate of merger may also be used for purposes of s.
299 620.8919(3). Each domestic constituent partnership in the merger
300 shall also file a registration statement in accordance with s.
301 620.8105(1) if it does not have a currently effective
302 registration statement filed with the Department of State.
303 Section 20. Effective January 1, 2015, subsection (3) of
304 section 620.8918, Florida Statutes, is amended to read:
305 620.8918 Filings required for merger; effective date.—
306 (3) Each domestic constituent partnership shall deliver the
307 certificate of merger for filing with the Department of State,
308 unless the domestic constituent partnership is named as a party
309 or constituent organization in articles of merger or a
310 certificate of merger filed for the same merger in accordance
311 with s. 605.1025, s. 607.1109(1), s. 608.4382(1), s. 617.1108,
312 or s. 620.2108(3). The articles of merger or certificate of
313 merger must substantially comply with the requirements of this
314 section. In such a case, the other articles of merger or
315 certificate of merger may also be used for purposes of s.
316 620.8919(3). Each domestic constituent partnership in the merger
317 shall also file a registration statement in accordance with s.
318 620.8105(1) if it does not have a currently effective
319 registration statement filed with the Department of State.
320 Section 21. Section 621.051, Florida Statutes, is amended
321 to read:
322 621.051 Limited liability company organization.—A group of
323 professional service corporations, professional limited
324 liability companies, or individuals, in any combination, duly
325 licensed or otherwise legally authorized to render the same
326 professional services may organize and become members of a
327 professional limited liability company for pecuniary profit
328 under the provisions of chapter 605 or chapter 608 for the sole
329 and specific purpose of rendering the same and specific
330 professional service.
331 Section 22. Effective January 1, 2015, section 621.051,
332 Florida Statutes, is amended to read:
333 621.051 Limited liability company organization.—A group of
334 professional service corporations, professional limited
335 liability companies, or individuals, in any combination, duly
336 licensed or otherwise legally authorized to render the same
337 professional services may organize and become members of a
338 professional limited liability company for pecuniary profit
339 under the provisions of chapter 605 or chapter 608 for the sole
340 and specific purpose of rendering the same and specific
341 professional service.
342 Section 23. Section 621.07, Florida Statutes, is amended to
343 read:
344 621.07 Liability of officers, agents, employees,
345 shareholders, members, and corporation or limited liability
346 company.—Nothing contained in this act shall be interpreted to
347 abolish, repeal, modify, restrict, or limit the law now in
348 effect in this state applicable to the professional relationship
349 and liabilities between the person furnishing the professional
350 services and the person receiving such professional service and
351 to the standards for professional conduct; provided, however,
352 that any officer, agent, member, manager, or employee of a
353 corporation or limited liability company organized under this
354 act shall be personally liable and accountable only for
355 negligent or wrongful acts or misconduct committed by that
356 person, or by any person under that person’s direct supervision
357 and control, while rendering professional service on behalf of
358 the corporation or limited liability company to the person for
359 whom such professional services were being rendered; and
360 provided further that the personal liability of shareholders of
361 a corporation, or members of a limited liability company,
362 organized under this act, in their capacity as shareholders or
363 members of such corporation or limited liability company, shall
364 be no greater in any aspect than that of a shareholder-employee
365 of a corporation organized under chapter 607 or a member
366 employee of a limited liability company organized under chapter
367 605 or chapter 608. The corporation or limited liability company
368 shall be liable up to the full value of its property for any
369 negligent or wrongful acts or misconduct committed by any of its
370 officers, agents, members, managers, or employees while they are
371 engaged on behalf of the corporation or limited liability
372 company in the rendering of professional services.
373 Section 24. Effective January 1, 2015, section 621.07,
374 Florida Statutes, is amended to read:
375 621.07 Liability of officers, agents, employees,
376 shareholders, members, and corporation or limited liability
377 company.—Nothing contained in this act shall be interpreted to
378 abolish, repeal, modify, restrict, or limit the law now in
379 effect in this state applicable to the professional relationship
380 and liabilities between the person furnishing the professional
381 services and the person receiving such professional service and
382 to the standards for professional conduct; provided, however,
383 that any officer, agent, member, manager, or employee of a
384 corporation or limited liability company organized under this
385 act shall be personally liable and accountable only for
386 negligent or wrongful acts or misconduct committed by that
387 person, or by any person under that person’s direct supervision
388 and control, while rendering professional service on behalf of
389 the corporation or limited liability company to the person for
390 whom such professional services were being rendered; and
391 provided further that the personal liability of shareholders of
392 a corporation, or members of a limited liability company,
393 organized under this act, in their capacity as shareholders or
394 members of such corporation or limited liability company, shall
395 be no greater in any aspect than that of a shareholder-employee
396 of a corporation organized under chapter 607 or a member
397 employee of a limited liability company organized under chapter
398 605 or chapter 608. The corporation or limited liability company
399 shall be liable up to the full value of its property for any
400 negligent or wrongful acts or misconduct committed by any of its
401 officers, agents, members, managers, or employees while they are
402 engaged on behalf of the corporation or limited liability
403 company in the rendering of professional services.
404 Section 25. Subsections (2) and (4) of section 621.12,
405 Florida Statutes, are amended to read:
406 621.12 Identification with individual shareholders or
407 individual members.—
408 (2) The name shall also contain:
409 (a) The word “chartered”; or
410 (b)1. In the case of a professional corporation, the words
411 “professional association” or the abbreviation “P.A.”; or
412 2. In the case of a professional limited liability company,
413 formed before January 1, 2014, the words “professional limited
414 company” or “professional limited liability company,” or the
415 abbreviation “P.L.,” or “P.L.L.C.” or the designation “PL” or
416 “PLLC,” in lieu of the words “limited company” or “limited
417 liability company,” or the abbreviation “L.C.” or “L.L.C.” or
418 the designation “LC” or “LLC” as otherwise required under s.
419 605.0112 or s. 608.406.
420 3. In the case of a professional limited liability company
421 formed on or after January 1, 2014, the words “professional
422 limited liability company,” the abbreviation “P.L.L.C.” or the
423 designation “PLLC,” in lieu of the words “limited liability
424 company,” or the abbreviation “L.L.C.” or the designation “LLC”
425 as otherwise required under s.605.0112.
426 (4) It shall be permissible, however, for the corporation
427 or limited liability company to render professional services and
428 to exercise its authorized powers under a name which is
429 identical to its name except that the word “chartered,” the
430 words “professional association,” or “professional limited
431 company,” or “professional limited liability company,” or the
432 abbreviations “P.A.,” or “P.L.,” or “P.L.L.C.,” or the
433 designation “PL” or “PLLC” may be omitted, provided that the
434 corporation or limited liability company has first registered
435 the name to be so used in the manner required for the
436 registration of fictitious names.
437 Section 26. Section 621.13, Florida Statutes, is amended to
438 read:
439 621.13 Applicability of chapters 605, 607, and 608.—
440 (1) Chapter 607 is applicable to a corporation organized
441 pursuant to this act except to the extent that any of the
442 provisions of this act are interpreted to be in conflict with
443 the provisions of chapter 607. In such event, the provisions and
444 sections of this act shall take precedence with respect to a
445 corporation organized pursuant to the provisions of this act.
446 (2)(a) Before January 1, 2014, and during any transition
447 period thereafter, chapter 608 is applicable to a limited
448 liability company organized pursuant to this act before January
449 1, 2014, except to the extent that any of the provisions of this
450 act are interpreted to be in conflict with the provisions of
451 chapter 608. In such event, the provisions and sections of this
452 act shall take precedence with respect to a limited liability
453 company organized pursuant to the provisions of this act.
454 (b) On and after January 1, 2014, chapter 605 is applicable
455 to a limited liability company organized pursuant to this act on
456 or after January 1, 2014, except to the extent that any of the
457 provisions of this act are interpreted to be in conflict with
458 the provisions of chapter 605. In such event, the provisions and
459 sections of this act shall take precedence with respect to a
460 limited liability company organized pursuant to the provisions
461 of this act.
462 (c) After an election is made to be subject to the
463 provisions of chapter 605, chapter 605 applies to a limited
464 liability company organized pursuant to this act before January
465 1, 2014, except to the extent that any of the provisions of this
466 act are interpreted to be in conflict with the provisions of
467 chapter 605. In such event, the provisions and sections of this
468 act shall take precedence with respect to a limited liability
469 company organized pursuant to the provisions of this act.
470 (3) A professional corporation or limited liability company
471 heretofore or hereafter organized under this act may change its
472 business purpose from the rendering of professional service to
473 provide for any other lawful purpose by amending its certificate
474 of incorporation in the manner required for an original
475 incorporation under chapter 607 or by amending its certificate
476 of organization in the manner required for an original
477 organization under chapter 608, or for a limited liability
478 company subject to chapter 605 by amending its certificate of
479 organization in the manner required for an original organization
480 under chapter 605. However, such an amendment, when filed with
481 and accepted by the Department of State, shall remove such
482 corporation or limited liability company from the provisions of
483 this chapter including, but not limited to, the right to
484 practice a profession. A change of business purpose shall not
485 have any effect on the continued existence of the corporation or
486 limited liability company.
487 Section 27. Effective January 1, 2015, section 621.13,
488 Florida Statutes, is amended to read:
489 621.13 Applicability of chapters 605 and, 607, and 608.—
490 (1) Chapter 607 is applicable to a corporation organized
491 pursuant to this act except to the extent that any of the
492 provisions of this act are interpreted to be in conflict with
493 the provisions of chapter 607. In such event, the provisions and
494 sections of this act shall take precedence with respect to a
495 corporation organized pursuant to the provisions of this act.
496 (2)(a) Chapter 605 Before January 1, 2014, and during any
497 transition period thereafter, chapter 608 is applicable to a
498 limited liability company organized pursuant to this act before
499 January 1, 2014, except to the extent that any of the provisions
500 of this act are interpreted to be in conflict with the
501 provisions of chapter 605 608. In such event, the provisions and
502 sections of this act shall take precedence with respect to a
503 limited liability company organized pursuant to the provisions
504 of this act.
505 (b) On and after January 1, 2014, chapter 605 is applicable
506 to a limited liability company organized pursuant to this act on
507 or after January 1, 2014, except to the extent that any of the
508 provisions of this act are interpreted to be in conflict with
509 the provisions of chapter 605. In such event, the provisions and
510 sections of this act shall take precedence with respect to a
511 limited liability company organized pursuant to the provisions
512 of this act.
513 (c) After an election is made to be subject to the
514 provisions of chapter 605, chapter 605 applies to a limited
515 liability company organized pursuant to this act before January
516 1, 2014, except to the extent that any of the provisions of this
517 act are interpreted to be in conflict with the provisions of
518 chapter 605. In such event, the provisions and sections of this
519 act shall take precedence with respect to a limited liability
520 company organized pursuant to the provisions of this act.
521 (3) A professional corporation or limited liability company
522 heretofore or hereafter organized under this act may change its
523 business purpose from the rendering of professional service to
524 provide for any other lawful purpose by amending its certificate
525 of incorporation in the manner required for an original
526 incorporation under chapter 607 or by amending its certificate
527 of organization in the manner required for an original
528 organization under chapter 608, or for a limited liability
529 company subject to chapter 605 by amending its certificate of
530 organization in the manner required for an original organization
531 under chapter 605. However, such an amendment, when filed with
532 and accepted by the Department of State, shall remove such
533 corporation or limited liability company from the provisions of
534 this chapter including, but not limited to, the right to
535 practice a profession. A change of business purpose shall not
536 have any effect on the continued existence of the corporation or
537 limited liability company.