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.