Florida Senate - 2013                             CS for SB 1300
       
       
       
       By the Committee on Judiciary; and Senator Simmons
       
       
       
       
       590-03315-13                                          20131300c1
    1                        A bill to be entitled                      
    2         An act relating to limited liability companies;
    3         providing a directive to the Division of Law Revision
    4         and Information; creating ch. 605, F.S.; providing a
    5         short title; providing definitions and general
    6         provisions relating to operating agreements, powers,
    7         property, rules of construction, names, and registered
    8         agents of limited liability companies; providing
    9         penalties for noncompliance with certain provisions;
   10         providing for the formation and filing of documents of
   11         a limited liability company with the Department of
   12         State; establishing the authority and liability of
   13         members and managers; providing for the relationship
   14         of members and management, voting, standards of
   15         conduct, records, and the right to obtain information;
   16         providing for transferable interests and the rights of
   17         transferees and creditors; providing for the
   18         dissociation of a member and its effects; providing
   19         for the dissolution and winding up of a limited
   20         liability company; providing for payment of attorney
   21         fees and costs in certain circumstances; establishing
   22         provisions for merger, conversion, domestication,
   23         interest exchange, and appraisal rights; providing
   24         miscellaneous provisions for application and
   25         construction, electronic signatures, tax exemption on
   26         income, interrogatories and other powers of the
   27         department, and reservation of power to amend or
   28         appeal; providing for severability; providing for the
   29         application to a limited liability company formed
   30         under the Florida Limited Liability Company Act;
   31         creating s. 48.062, F.S.; providing for service of
   32         process on a limited liability company; providing for
   33         the applicability of the Florida Limited Liability
   34         Company Act; providing for the future repeal of ch.
   35         608, F.S., relating to the Florida Limited Liability
   36         Company Act; amending ss. 607.1109, 607.1113, 607.193,
   37         617.1108, 620.2104, 620.2108, 620.8914, 620.8918,
   38         621.051, and 621.07; providing cross-references to
   39         conform to changes made by the act; amending s.
   40         621.12, F.S.; revising provisions relating to the
   41         identification of certain professional corporations to
   42         conform to changes made by the act; amending s.
   43         621.13, F.S.; revising provisions relating to the
   44         applicability of certain chapters to the Professional
   45         Service Corporation and Limited Liability Company Act
   46         to conform to changes made by the act; providing
   47         effective dates.
   48  
   49  Be It Enacted by the Legislature of the State of Florida:
   50  
   51         Section 1. The Division of Law Revision and Information is
   52  directed to entitle chapter 605, Florida Statutes, as the
   53  “Florida Revised Limited Liability Company Act.”
   54         Section 2. Chapter 605, Florida Statutes, consisting of
   55  sections 605.0101-605.1108, Florida Statutes, is created to
   56  read:
   57         605.0101Short title.—Sections 605.0101-605.1108 may be
   58  cited as the “Florida Revised Limited Liability Company Act.”
   59         605.0102Definitions.—As used in this chapter, the term:
   60         (1)“Acquired entity” means the entity that has all of one
   61  or more of its classes or series of interests acquired in an
   62  interest exchange.
   63         (2)“Acquiring entity” means the entity that acquires all
   64  of one or more classes or series of interests of the acquired
   65  entity in an interest exchange.
   66         (3)“Articles of conversion” means the articles of
   67  conversion required under s. 605.1045. The term includes the
   68  articles of conversion as amended or restated.
   69         (4)“Articles of domestication” means the articles of
   70  domestication required under s. 605.1055. The term includes the
   71  articles of domestication as amended or restated.
   72         (5)“Articles of interest exchange” means the articles of
   73  interest exchange required under s. 605.1035. The term includes
   74  the articles of interest exchange as amended or restated.
   75         (6)“Articles of merger” means the articles of merger
   76  required under s. 605.1025. The term includes the articles of
   77  merger as amended or restated.
   78         (7)“Articles of organization” means the articles of
   79  organization required under s. 605.0201. The term includes the
   80  articles of organization as amended or restated.
   81         (8)“Authorized representative” means:
   82         (a) In the case of the formation of a limited liability
   83  company, a person authorized by a prospective member of the
   84  limited liability company to form the company by executing and
   85  filing its articles of organization with the department.
   86         (b)In the case of an existing limited liability company,
   87  with respect to the execution and filing of a record with the
   88  department or taking any other action required or authorized
   89  under this chapter:
   90         1.A manager of a manager-managed limited liability company
   91  who is authorized to do so;
   92         2.A member of a member-managed limited liability company
   93  who is authorized to do so; or
   94         3.An agent or officer of the limited liability company who
   95  is granted the authority to do so by such a manager or such a
   96  member, pursuant to the operating agreement of the limited
   97  liability company or pursuant to s. 605.0709.
   98         (c)In the case of a foreign limited liability company or
   99  another entity, with respect to the execution and filing of a
  100  record with the department or taking any other action required
  101  or authorized under this chapter, a person who is authorized to
  102  file the record or take the action on behalf of the foreign
  103  limited liability company or other entity.
  104         (9)“Business day” means Monday through Friday, excluding
  105  any day that a national banking association is not open for
  106  normal business transactions.
  107         (10)“Contribution,” except in the phrase “right of
  108  contribution,” means property or a benefit described in s.
  109  605.0402 which is provided by a person to a limited liability
  110  company to become a member or which is provided in the person’s
  111  capacity as a member.
  112         (11)“Conversion” means a transaction authorized under ss.
  113  605.1041-605.1046.
  114         (12)“Converted entity” means the converting entity as it
  115  continues in existence after a conversion.
  116         (13)“Converting entity” means the domestic entity that
  117  approves a plan of conversion pursuant to s. 605.1043 or the
  118  foreign entity that approves a conversion pursuant to the
  119  organic law of its jurisdiction of formation.
  120         (14)“Day” means a calendar day.
  121         (15)“Debtor in bankruptcy” means a person who is the
  122  subject of:
  123         (a)An order for relief under Title 11 of the United States
  124  Code or a successor statute of general application; or
  125         (b)A comparable order under federal, state, or foreign law
  126  governing insolvency.
  127         (16)“Department” means the Department of State.
  128         (17)“Distribution” means a transfer of money or other
  129  property from a limited liability company to a person on account
  130  of a transferable interest or in the person’s capacity as a
  131  member.
  132         (a)The term includes:
  133         1.A redemption or other purchase by a limited liability
  134  company of a transferable interest.
  135         2.A transfer to a member in return for the member’s
  136  relinquishment of any right to participate as a member in the
  137  management or conduct of the company’s activities and affairs or
  138  a relinquishment of a right to have access to records or other
  139  information concerning the company’s activities and affairs.
  140         (b)The term does not include amounts constituting
  141  reasonable compensation for present or past service or payments
  142  made in the ordinary course of business under a bona fide
  143  retirement plan or other bona fide benefits program.
  144         (18)“Distributional interest” means the right under an
  145  unincorporated entity’s organic law and organic rules to receive
  146  distributions from the entity.
  147         (19)“Domestic,” with respect to an entity, means an entity
  148  whose jurisdiction of formation is this state.
  149         (20)“Domesticated limited liability company” means the
  150  domesticating entity as it continues in existence after a
  151  domestication.
  152         (21)“Domesticating entity” means a non-United States
  153  entity that approves a domestication pursuant to the law of its
  154  jurisdiction of formation.
  155         (22)“Domestication” means a transaction authorized under
  156  ss. 605.1051-605.1056.
  157         (23)(a)“Entity” means:
  158         1.A business corporation;
  159         2.A nonprofit corporation;
  160         3.A general partnership, including a limited liability
  161  partnership;
  162         4.A limited partnership, including a limited liability
  163  limited partnership;
  164         5.A limited liability company;
  165         6.A real estate investment trust; or
  166         7.Any other domestic or foreign entity that is organized
  167  under an organic law.
  168         (b) “Entity” does not include:
  169         1.An individual;
  170         2.A trust with a predominantly donative purpose or a
  171  charitable trust;
  172         3.An association or relationship that is not a partnership
  173  solely by reason of s. 620.8202(3) or a similar provision of the
  174  law of another jurisdiction;
  175         4.A decedent’s estate; or
  176         5. A government or a governmental subdivision, agency, or
  177  instrumentality.
  178         (24)“Filing entity” means an entity whose formation
  179  requires the filing of a public organic record.
  180         (25)“Foreign,” with respect to an entity, means an entity
  181  whose jurisdiction of formation is a jurisdiction other than
  182  this state.
  183         (26)“Foreign limited liability company” means an
  184  unincorporated entity that was formed in a jurisdiction other
  185  than this state and is denominated by that law as a limited
  186  liability company.
  187         (27)“Governance interest” means a right under the organic
  188  law or organic rules of an unincorporated entity, other than as
  189  a governor, agent, assignee, or proxy, to:
  190         (a)Receive or demand access to information concerning an
  191  entity or its books and records;
  192         (b)Vote for or consent to the election of the governors of
  193  the entity; or
  194         (c)Receive notice of, vote on, or consent to an issue
  195  involving the internal affairs of the entity.
  196         (28)“Governor” means:
  197         (a)A director of a business corporation;
  198         (b)A director or trustee of a nonprofit corporation;
  199         (c)A general partner of a general partnership;
  200         (d)A general partner of a limited partnership;
  201         (e)A manager of a manager-managed limited liability
  202  company;
  203         (f)A member of a member-managed limited liability company;
  204         (g)A director or a trustee of a real estate investment
  205  trust; or
  206         (h)Any other person under whose authority the powers of an
  207  entity are exercised and under whose direction the activities
  208  and affairs of the entity are managed pursuant to the organic
  209  law and organic rules of the entity.
  210         (29)“Interest” means:
  211         (a)A share in a business corporation;
  212         (b)A membership in a nonprofit corporation;
  213         (c)A partnership interest in a general partnership;
  214         (d)A partnership interest in a limited partnership;
  215         (e)A membership interest in a limited liability company;
  216         (f)A share or beneficial interest in a real estate
  217  investment trust;
  218         (g)A member’s interest in a limited cooperative
  219  association;
  220         (h)A beneficial interest in a statutory trust, business
  221  trust, or common law business trust; or
  222         (i)A governance interest or distributional interest in
  223  another entity.
  224         (30)“Interest exchange” means a transaction authorized
  225  under ss. 605.1031-605.1036.
  226         (31)“Interest holder” means:
  227         (a)A shareholder of a business corporation;
  228         (b)A member of a nonprofit corporation;
  229         (c)A general partner of a general partnership;
  230         (d)A general partner of a limited partnership;
  231         (e)A limited partner of a limited partnership;
  232         (f)A member of a limited liability company;
  233         (g)A shareholder or beneficial owner of a real estate
  234  investment trust;
  235         (h)A beneficiary or beneficial owner of a statutory trust,
  236  business trust, or common law business trust; or
  237         (i)Another direct holder of an interest.
  238         (32)“Interest holder liability” means:
  239         (a) Personal liability for a liability of an entity which
  240  is imposed on a person:
  241         1.Solely by reason of the status of the person as an
  242  interest holder; or
  243         2.By the organic rules of the entity which make one or
  244  more specified interest holders or categories of interest
  245  holders liable in their capacity as interest holders for all or
  246  specified liabilities of the entity.
  247         (b)An obligation of an interest holder under the organic
  248  rules of an entity to contribute to the entity.
  249         (33)“Jurisdiction,” if used to refer to a political
  250  entity, means the United States, a state, a foreign country, or
  251  a political subdivision of a foreign country.
  252         (34)“Jurisdiction of formation” means, with respect to an
  253  entity:
  254         (a)The jurisdiction under whose organic law the entity is
  255  formed, incorporated, or created or otherwise comes into being;
  256  however, for these purposes, if an entity exists under the law
  257  of a jurisdiction different from the jurisdiction under which
  258  the entity originally was formed, incorporated, or created or
  259  otherwise came into being, then the jurisdiction under which the
  260  entity then exists is treated as the jurisdiction of formation;
  261  or
  262         (b)In the case of a limited liability partnership or
  263  foreign limited liability partnership, the jurisdiction in which
  264  the partnership’s statement of qualification or equivalent
  265  document is filed.
  266         (35)“Legal representative” means, with respect to a
  267  natural person, the personal representative, executor, guardian,
  268  or conservator or any other person who is empowered by
  269  applicable law with the authority to act on behalf of the
  270  natural person, and, with respect to a person other than a
  271  natural person, a person who is empowered by applicable law with
  272  the authority to act on behalf of the person.
  273         (36)“Limited liability company” or “company,” except in
  274  the phrase “foreign limited liability company,” means an entity
  275  formed or existing under this chapter or an entity that becomes
  276  subject to this chapter pursuant to ss. 605.1001-605.1072.
  277         (37)“Majority-in-interest” means those members who hold
  278  more than 50 percent of the then-current percentage or other
  279  interest in the profits of the limited liability company and who
  280  have the right to vote; however, as used in ss. 605.1001
  281  605.1072, the term means:
  282         (a)In the case of a limited liability company with only
  283  one class or series of members, the holders of more than 50
  284  percent of the then-current percentage or other interest in the
  285  profits of the company who have the right to approve a merger,
  286  interest exchange, or conversion under the organic law or the
  287  organic rules of the company; and
  288         (b)In the case of a limited liability company having more
  289  than one class or series of members, the holders in each class
  290  or series of more than 50 percent of the then-current percentage
  291  or other interest in the profits of that class or series who
  292  have the right to approve a merger, interest exchange, or
  293  conversion under the organic law or the organic rules of the
  294  company, unless the company’s organic rules provide for the
  295  approval of the transaction in a different manner.
  296         (38)“Manager” means a person who, under the operating
  297  agreement of a manager-managed limited liability company, is
  298  responsible, alone or in concert with others, for performing the
  299  management functions stated in ss. 605.0407(3) and 605.04073(2).
  300         (39)“Manager-managed limited liability company” means a
  301  limited liability company that is manager-managed by virtue of
  302  the operation of s. 605.0407(1).
  303         (40)“Member” means a person who:
  304         (a)Is a member of a limited liability company under s.
  305  605.0401 or was a member in a company when the company became
  306  subject to this chapter; and
  307         (b)Has not dissociated from the company under s. 605.0602.
  308         (41)“Member-managed limited liability company” means a
  309  limited liability company that is not a manager-managed limited
  310  liability company.
  311         (42)“Merger” means a transaction authorized under ss.
  312  605.1021-605.1026.
  313         (43)“Merging entity” means an entity that is a party to a
  314  merger and exists immediately before the merger becomes
  315  effective.
  316         (44)“Non-United States entity” means a foreign entity
  317  other than an entity with a jurisdiction of formation that is
  318  not a state.
  319         (45)“Operating agreement” means an agreement, whether
  320  referred to as an operating agreement or not, which may be oral,
  321  implied, in a record, or in any combination thereof, of the
  322  members of a limited liability company, including a sole member,
  323  concerning the matters described in s. 605.0105(1). The term
  324  includes the operating agreement as amended or restated.
  325         (46)“Organic law” means the law of the jurisdiction in
  326  which an entity was formed.
  327         (47)“Organic rules” means the public organic record and
  328  private organic rules of an entity.
  329         (48)“Person” means an individual, business corporation,
  330  nonprofit corporation, partnership, limited partnership, limited
  331  liability company, limited cooperative association,
  332  unincorporated nonprofit association, statutory trust, business
  333  trust, common law business trust, estate, trust, association,
  334  joint venture, public corporation, government or governmental
  335  subdivision, agency, or instrumentality, or another legal or
  336  commercial entity.
  337         (49)“Plan” means a plan of merger, plan of interest
  338  exchange, plan of conversion, or plan of domestication, as
  339  appropriate in the particular context.
  340         (50)“Plan of conversion” means a plan under s. 605.1042
  341  and includes the plan of conversion as amended or restated.
  342         (51)“Plan of domestication” means a plan under s. 605.1052
  343  and includes the plan of domestication as amended or restated.
  344         (52)“Plan of interest exchange” means a plan under s.
  345  605.1032 and includes the plan of interest exchange as amended
  346  or restated.
  347         (53)“Plan of merger” means a plan under s. 605.1022 and
  348  includes the plan of merger as amended or restated.
  349         (54)“Principal office” means the principal executive
  350  office of a limited liability company or foreign limited
  351  liability company, regardless of whether the office is located
  352  in this state.
  353         (55)“Private organic rules” means the rules, whether or
  354  not in a record, which govern the internal affairs of an entity,
  355  are binding on all its interest holders, and are not part of its
  356  public organic record, if any. The term includes:
  357         (a)The bylaws of a business corporation.
  358         (b)The bylaws of a nonprofit corporation.
  359         (c)The partnership agreement of a general partnership.
  360         (d)The partnership agreement of a limited partnership.
  361         (e)The operating agreement of a limited liability company.
  362         (f)The bylaws, trust instrument, or similar rules of a
  363  real estate investment trust.
  364         (g)The trust instrument of a statutory trust or similar
  365  rules of a business trust or common law business trust.
  366         (56)“Property” means all property, whether real, personal,
  367  mixed, tangible, or intangible, or a right or interest therein.
  368         (57)“Protected agreement” means:
  369         (a)A record evidencing indebtedness and any related
  370  agreement in effect on January 1, 2014;
  371         (b)An agreement that is binding on an entity on January 1,
  372  2014;
  373         (c)The organic rules of an entity in effect on January 1,
  374  2014; or
  375         (d)An agreement that is binding on any of the governors or
  376  interest holders of an entity on January 1, 2014.
  377         (58)“Public organic record” means a record, the filing of
  378  which by a governmental body is required to form an entity, and
  379  an amendment to or restatement of that record. The term includes
  380  the following:
  381         (a)The articles of incorporation of a business
  382  corporation.
  383         (b)The articles of incorporation of a nonprofit
  384  corporation.
  385         (c)The certificate of limited partnership of a limited
  386  partnership.
  387         (d)The articles of organization of a limited liability
  388  company.
  389         (e)The articles of incorporation of a general cooperative
  390  association or a limited cooperative association.
  391         (f)The certificate of trust of a statutory trust or
  392  similar record of a business trust.
  393         (g)The articles of incorporation of a real estate
  394  investment trust.
  395         (59)“Record,” if used as a noun, means information that is
  396  inscribed on a tangible medium or that is stored in an
  397  electronic or other medium and is retrievable in perceivable
  398  form.
  399         (60)“Registered foreign entity” means a foreign entity
  400  that is authorized to transact business in this state pursuant
  401  to a record filed with the department.
  402         (61)“Registered foreign limited liability company” means a
  403  foreign limited liability company that has a certificate of
  404  authority to transact business in this state pursuant to a
  405  record filed with the department.
  406         (62)“Sign” means, with present intent to authenticate or
  407  adopt a record:
  408         (a)To execute or adopt a tangible symbol; or
  409         (b)To attach or logically associate an electronic symbol,
  410  sound, or process to or with a record, and includes a manual,
  411  facsimile, conformed, or electronic signature.
  412  
  413  The terms “signed” and “signature” have the corresponding
  414  meanings.
  415         (63)“State” means a state of the United States, the
  416  District of Columbia, Puerto Rico, the United States Virgin
  417  Islands, or a territory or insular possession subject to the
  418  jurisdiction of the United States.
  419         (64)“Surviving entity” means the entity that continues in
  420  existence after or is created by a merger.
  421         (65)“Transfer” includes:
  422         (a)An assignment.
  423         (b)A conveyance.
  424         (c)A sale.
  425         (d)A lease.
  426         (e)An encumbrance, including a mortgage or security
  427  interest.
  428         (f)A gift.
  429         (g)A transfer by operation of law.
  430         (66)“Transferable interest” means the right, as initially
  431  owned by a person in the person’s capacity as a member, to
  432  receive distributions from a limited liability company in
  433  accordance with the operating agreement, whether the person
  434  remains a member or continues to own a part of the right. The
  435  term applies to any fraction of the interest, by whomever owned.
  436         (67)“Transferee” means a person to which all or part of a
  437  transferable interest is transferred, whether or not the
  438  transferor is a member. The term includes a person who owns a
  439  transferable interest under s. 605.0603(1)(c).
  440         (68)“Type of entity” means a generic form of entity that
  441  is:
  442         (a)Recognized at common law; or
  443         (b)Formed under an organic law, whether or not some of the
  444  entities formed under that organic law are subject to provisions
  445  of that law which create different categories of the form of
  446  entity.
  447         (69)“Writing” means printing, typewriting, electronic
  448  communication, or other intentional communication that is
  449  reducible to a tangible form. The term “written” has the
  450  corresponding meaning.
  451         605.0103Knowledge; notice.—
  452         (1)A person knows a fact if the person:
  453         (a)Has actual knowledge of the fact; or
  454         (b)Is deemed to know the fact under paragraph (4)(b), or a
  455  law other than this chapter.
  456         (2)A person has notice of a fact when the person:
  457         (a)Has reason to know the fact from all of the facts known
  458  to the person at the time in question; or
  459         (b)Is deemed to have notice of the fact under paragraph
  460  (4)(b).
  461         (3)Subject to s. 605.0210(8), a person notifies another
  462  person of a fact by taking steps reasonably required to inform
  463  the other person in the ordinary course of events, regardless of
  464  whether those steps actually cause the other person to know of
  465  the fact.
  466         (4) A person who is not a member is deemed to:
  467         (a)Know of a limitation on authority to transfer real
  468  property as provided in s. 605.0302(7); and
  469         (b)Have notice of a limited liability company’s:
  470         1.Dissolution, 90 days after the articles of dissolution
  471  filed under s. 605.0707 become effective;
  472         2.Termination, 90 days after a statement of termination
  473  filed under s. 605.0709(7) becomes effective;
  474         3.Participation in a merger, interest exchange,
  475  conversion, or domestication, 90 days after the articles of
  476  merger, articles of interest exchange, articles of conversion,
  477  or articles of domestication under s. 605.1025, s. 605.1035, s.
  478  605.1045, or s. 605.1055, respectively, become effective;
  479         4.Declaration in its articles of organization that it is
  480  manager-managed in accordance with s. 605.0201(3)(a); however,
  481  if such a declaration has been added or changed by an amendment
  482  or amendment and restatement of the articles of organization,
  483  notice of the addition or change may not become effective until
  484  90 days after the effective date of such amendment or amendment
  485  and restatement; and
  486         5.Grant of authority to or limitation imposed on the
  487  authority of a person holding a position or having a specified
  488  status in a company, or grant of authority to or limitation
  489  imposed on the authority of a specific person, if the grant of
  490  authority or limitation imposed on the authority is described in
  491  the articles of organization in accordance with s.
  492  605.0201(3)(d); however, if that description has been added or
  493  changed by an amendment or an amendment and restatement of the
  494  articles of organization, notice of the addition or change may
  495  not become effective until 90 days after the effective date of
  496  such amendment or amendment and restatement.
  497         605.0104Governing law.—The law of this state governs:
  498         (1)The internal affairs of a limited liability company.
  499         (2)The liability of a member as member, and a manager as
  500  manager, for the debts, obligations, or other liabilities of a
  501  limited liability company.
  502         605.0105Operating agreement; scope, function, and
  503  limitations.—
  504         (1)Except as otherwise provided in subsections (3) and
  505  (4), the operating agreement governs the following:
  506         (a)Relations among the members as members and between the
  507  members and the limited liability company.
  508         (b)The rights and duties under this chapter of a person in
  509  the capacity of manager.
  510         (c)The activities and affairs of the company and the
  511  conduct of those activities and affairs.
  512         (d)The means and conditions for amending the operating
  513  agreement.
  514         (2)To the extent the operating agreement does not
  515  otherwise provide for a matter described in subsection (1), this
  516  chapter governs the matter.
  517         (3)An operating agreement may not do any of the following:
  518         (a)Vary a limited liability company’s capacity under s.
  519  605.0109 to sue and be sued in its own name.
  520         (b)Vary the law applicable under s. 605.0104.
  521         (c)Vary the requirement, procedure, or other provision of
  522  this chapter pertaining to:
  523         1.Registered agents; or
  524         2.The department, including provisions pertaining to
  525  records authorized or required to be delivered to the department
  526  for filing under this chapter.
  527         (d)Vary the provisions of s. 605.0204.
  528         (e)Eliminate the duty of loyalty or the duty of care under
  529  s. 605.04091, except as otherwise provided in subsection (4).
  530         (f)Eliminate the obligation of good faith and fair dealing
  531  under s. 605.04091, but the operating agreement may prescribe
  532  the standards by which the performance of the obligation is to
  533  be measured if the standards are not manifestly unreasonable.
  534         (g)Relieve or exonerate a person from liability for
  535  conduct involving bad faith, willful or intentional misconduct,
  536  or a knowing violation of law.
  537         (h)Unreasonably restrict the duties and rights stated in
  538  s. 605.0410, but the operating agreement may impose reasonable
  539  restrictions on the availability and use of information obtained
  540  under that section and may define appropriate remedies,
  541  including liquidated damages, for a breach of a reasonable
  542  restriction on use.
  543         (i)Vary the power of a person to dissociate under s.
  544  605.0601, except to require that the notice under s. 605.0602(1)
  545  be in a record.
  546         (j)Vary the grounds for dissolution specified in s.
  547  605.0702.
  548         (k)Vary the requirement to wind up the company’s business,
  549  activities, and affairs as specified in s. 605.0709(1), (2)(a),
  550  and (5).
  551         (l)Unreasonably restrict the right of a member to maintain
  552  an action under ss. 605.0801-605.0806.
  553         (m)Vary the provisions of s. 605.0804, but the operating
  554  agreement may provide that the company may not appoint a special
  555  litigation committee. However, the operating agreement may not
  556  prevent a court from appointing a special litigation committee.
  557         (n)Vary the right of a member to approve a merger,
  558  interest exchange, or conversion under s. 605.1023(l)(b), s.
  559  605.1033(l)(b), or s. 605.1043(l)(b), respectively.
  560         (o)Vary the required contents of plan of merger under s.
  561  605.1022, a plan of interest exchange under s. 605.1032, a plan
  562  of conversion under s. 605.1042, or a plan of domestication
  563  under s. 605.1052.
  564         (p)Except as otherwise provided in ss. 605.0106 and
  565  605.0107(2), restrict the rights under this chapter of a person
  566  other than a member or manager.
  567         (q)Provide for indemnification for a member or manager
  568  under s. 605.0408 for any of the following:
  569         1.Conduct involving bad faith, willful or intentional
  570  misconduct, or a knowing violation of law.
  571         2.A transaction from which the member or manager derived
  572  an improper personal benefit.
  573         3.A circumstance under which the liability provisions of
  574  s. 605.0406 are applicable.
  575         4.A breach of duties or obligations under s. 605.04091,
  576  taking into account a variation of such duties and obligations
  577  provided for in the operating agreement to the extent allowed by
  578  subsection (4).
  579         (4)Subject to paragraph (3)(g), without limiting other
  580  terms that may be included in an operating agreement, the
  581  following rules apply:
  582         (a)The operating agreement may:
  583         1.Specify the method by which a specific act or
  584  transaction that would otherwise violate the duty of loyalty may
  585  be authorized or ratified by one or more disinterested and
  586  independent persons after full disclosure of all material facts;
  587  or
  588         2.Alter the prohibition stated in s. 605.0405(1)(b) so
  589  that the prohibition requires solely that the company’s total
  590  assets not be less than the sum of its total liabilities.
  591         (b)To the extent the operating agreement of a member
  592  managed limited liability company expressly relieves a member of
  593  responsibility that the member would otherwise have under this
  594  chapter and imposes the responsibility on one or more other
  595  members, the operating agreement may, to the benefit of the
  596  member that the operating agreement relieves of the
  597  responsibility, also eliminate or limit a duty or obligation
  598  that would have pertained to the responsibility.
  599         (c)If not manifestly unreasonable, the operating agreement
  600  may:
  601         1.Alter or eliminate the aspects of the duty of loyalty
  602  under s. 605.04091(2);
  603         2.Identify specific types or categories of activities that
  604  do not violate the duty of loyalty; and
  605         3.Alter the duty of care, but may not authorize willful or
  606  intentional misconduct or a knowing violation of law.
  607         (5)The court shall decide as a matter of law whether a
  608  term of an operating agreement is manifestly unreasonable under
  609  paragraph (3)(f) or paragraph (4)(c). The court:
  610         (a)Shall make its determination as of the time the
  611  challenged term became part of the operating agreement and shall
  612  consider only circumstances existing at that time; and
  613         (b)May invalidate the term only if, in light of the
  614  purposes, activities, and affairs of the limited liability
  615  company, it is readily apparent that:
  616         1.The objective of the term is unreasonable; or
  617         2.The term is an unreasonable means to achieve the
  618  provision’s objective.
  619         (6)An operating agreement may provide for specific
  620  penalties or specified consequences, including those described
  621  in s. 605.0403(5), if a member or transferee fails to comply
  622  with the terms and conditions of the operating agreement or if
  623  other events specified in the operating agreement occur.
  624         605.0106Operating agreement; effect on limited liability
  625  company and person becoming member; preformation agreement;
  626  other matters involving operating agreement.—
  627         (1)A limited liability company is bound by and may enforce
  628  the operating agreement, regardless of whether the company has
  629  itself manifested assent to the operating agreement.
  630         (2)A person who becomes a member of a limited liability
  631  company is deemed to assent to, is bound by, and may enforce the
  632  operating agreement, regardless of whether the member executes
  633  the operating agreement.
  634         (3)Two or more persons who intend to become the initial
  635  members of a limited liability company may make an agreement
  636  providing that, upon the formation of the company, the agreement
  637  will become the operating agreement. One person who intends to
  638  become the initial member of a limited liability company may
  639  assent to terms that will become the operating agreement upon
  640  formation of the company.
  641         (4)A manager of a limited liability company or a
  642  transferee is bound by the operating agreement, regardless of
  643  whether the manager or transferee has agreed to the operating
  644  agreement.
  645         (5)An operating agreement of a limited liability company
  646  that has only one member is not unenforceable simply because
  647  there is only one person who is a party to the operating
  648  agreement.
  649         (6)Except as provided in s. 605.0403(1), an operating
  650  agreement is not subject to a statute of frauds.
  651         (7)An operating agreement may provide rights to a person,
  652  including a person who is not a party to the operating
  653  agreement, to the extent provided in the operating agreement.
  654         (8)A written operating agreement or other record:
  655         (a)May provide that a person be admitted as a member of a
  656  limited liability company, become a transferee of a limited
  657  liability company interest, or have other rights or powers of a
  658  member to the extent assigned:
  659         1.If the person or a representative authorized by that
  660  person orally, in writing, or by other action such as payment
  661  for a limited liability company interest, executes the operating
  662  agreement or another record evidencing the intent of the person
  663  to become a member or transferee; or
  664         2.Without the execution of the operating agreement, if the
  665  person or a representative authorized by the person orally, in
  666  writing, or by other action such as payment for a limited
  667  liability company interest complies with the conditions for
  668  becoming a member or transferee as provided in the operating
  669  agreement or another record; and
  670         (b)Is not unenforceable by reason of its not being signed
  671  by a person being admitted as a member or becoming a transferee
  672  as provided in paragraph (a), or by reason of its being signed
  673  by a representative as provided in this chapter.
  674         605.0107Operating agreement; effect on third parties and
  675  relationship to records effective on behalf of limited liability
  676  company.—
  677         (1)An operating agreement may specify that its amendment
  678  requires the approval of a person who is not a party to the
  679  agreement or upon the satisfaction of a condition. An amendment
  680  is ineffective if its adoption does not include the required
  681  approval or satisfy the specified condition.
  682         (2)The obligations of a limited liability company and its
  683  members to a person in the person’s capacity as a transferee or
  684  a person dissociated as a member are governed by the operating
  685  agreement. An amendment to the operating agreement made after a
  686  person becomes a transferee or is dissociated as a member:
  687         (a)Is effective with regard to a debt, obligation, or
  688  other liability of the limited liability company or its members
  689  to the person in the person’s capacity as a transferee or person
  690  dissociated as a member; and
  691         (b)Is not effective to the extent the amendment imposes a
  692  new debt, obligation, or other liability on the transferee or
  693  person dissociated as a member.
  694         (3)If a record delivered to the department for filing
  695  becomes effective under this chapter and contains a provision
  696  that would be ineffective under s. 605.0105(3) or (4)(c) if
  697  contained in the operating agreement, the provision is
  698  ineffective in the record.
  699         (4)Subject to subsection (3), if a record delivered to the
  700  department for filing which has become effective under this
  701  chapter but conflicts with a provision of the operating
  702  agreement:
  703         (a)The operating agreement prevails as to members,
  704  dissociated members, transferees, and managers; and
  705         (b)The record prevails as to other persons to the extent
  706  the other persons reasonably rely on the record.
  707         605.0108Nature, purpose, and duration of limited liability
  708  company.-
  709         (1)A limited liability company is an entity distinct from
  710  its members.
  711         (2)A limited liability company may have any lawful
  712  purpose, regardless of whether the company is a for-profit
  713  company.
  714         (3)A limited liability company has an indefinite duration.
  715         605.0109 Powers.—A limited liability company has the
  716  powers, rights, and privileges granted by this chapter, any
  717  other law, or by its operating agreement to do all things
  718  necessary or convenient to carry out its activities and affairs,
  719  including the power to do all of the following:
  720         (1)Sue, be sued, and defend in its name.
  721         (2)Purchase, receive, lease, or otherwise acquire, own,
  722  hold, improve, use, and otherwise deal with real or personal
  723  property or any legal or equitable interest in property,
  724  wherever located.
  725         (3)Sell, convey, mortgage, grant a security interest in,
  726  lease, exchange, and otherwise encumber or dispose of all or a
  727  part of its property.
  728         (4)Purchase, receive, subscribe for, or otherwise acquire,
  729  own, hold, vote, use, sell, mortgage, lend, grant a security
  730  interest in, or otherwise dispose of and deal in and with,
  731  shares or other interests in or obligations of another entity.
  732         (5)Make contracts or guarantees or incur liabilities;
  733  borrow money; issue notes, bonds, or other obligations, which
  734  may be convertible into or include the option to purchase other
  735  securities of the limited liability company; or make contracts
  736  of guaranty and suretyship which are necessary or convenient to
  737  the conduct, promotion, or attainment of the purposes,
  738  activities, and affairs of the limited liability company.
  739         (6)Lend money, invest or reinvest its funds, and receive
  740  and hold real or personal property as security for repayment.
  741         (7)Conduct its business, locate offices, and exercise the
  742  powers granted by this chapter within or without this state.
  743         (8)Select managers and appoint officers, directors,
  744  employees, and agents of the limited liability company, define
  745  their duties, fix their compensation, and lend them money and
  746  credit.
  747         (9)Make donations for the public welfare or for
  748  charitable, scientific, or educational purposes.
  749         (10)Pay pensions and establish pension plans, pension
  750  trusts, profit-sharing plans, bonus plans, option plans, and
  751  benefit or incentive plans for any or all of its current or
  752  former managers, members, officers, agents, and employees.
  753         (11)Be a promoter, incorporator, shareholder, partner,
  754  member, associate, or manager of a corporation, partnership,
  755  joint venture, trust, or other entity.
  756         (12)Make payments or donations or conduct any other act
  757  not inconsistent with applicable law which furthers the business
  758  of the limited liability company.
  759         (13)Enter into interest rate, basis, currency, hedge or
  760  other swap agreements, or cap, floor, put, call, option,
  761  exchange or collar agreements, derivative agreements, or similar
  762  agreements.
  763         (14)Grant, hold, or exercise a power of attorney,
  764  including an irrevocable power of attorney.
  765         605.0110Limited liability company property.—
  766         (1)All property originally contributed to the limited
  767  liability company or subsequently acquired by a limited
  768  liability company by purchase or other method is limited
  769  liability company property.
  770         (2)Property acquired with limited liability company funds
  771  is limited liability company property.
  772         (3)Instruments and documents providing for the
  773  acquisition, mortgage, or disposition of property of the limited
  774  liability company are valid and binding upon the limited
  775  liability company if they are executed in accordance with this
  776  chapter.
  777         (4)A member of a limited liability company has no interest
  778  in any specific limited liability company property.
  779         605.0111Rules of construction and supplemental principles
  780  of law.—
  781         (1)It is the intent of this chapter to give the maximum
  782  effect to the principle of freedom of contract and to the
  783  enforceability of operating agreements, including the purposes
  784  of ss. 605.0105-605.0107.
  785         (2)Unless displaced by particular provisions of this
  786  chapter, the principles of law and equity supplement this
  787  chapter.
  788         605.0112Name.—
  789         (1) The name of a limited liability company:
  790         (a)Must contain the words “limited liability company” or
  791  the abbreviation “L.L.C.” or “LLC”;
  792         (b)Must be distinguishable in the records of the Division
  793  of Corporations of the department from the names of all other
  794  entities or filings, except fictitious name registrations
  795  pursuant to s. 865.09, organized, registered, or reserved under
  796  the laws of this state, which names are on file with the
  797  division; however, a limited liability company may register
  798  under a name that is not otherwise distinguishable on the
  799  records of the division with the written consent of the owner
  800  entity, provided the consent is filed with the division at the
  801  time of registration of such name;
  802         (c)May not contain language stating or implying that the
  803  limited liability company is organized for a purpose other than
  804  a purpose authorized in this chapter and its articles of
  805  organization; and
  806         (d)May not contain language stating or implying that the
  807  limited liability company is connected with a state or federal
  808  government agency or a corporation or other entity chartered
  809  under the laws of the United States.
  810         (2)Subject to s. 605.0905, this section applies to a
  811  foreign limited liability company transacting business in this
  812  state which has a certificate of authority to transact business
  813  in this state or which has applied for a certificate of
  814  authority.
  815         (3)In the case of a limited liability company in existence
  816  before July 1, 2007, and registered with the department, the
  817  requirement in this section that the name of a limited liability
  818  company be distinguishable from the names of other entities and
  819  filings applies only if the limited liability company files
  820  documents on or after July 1, 2007, which would otherwise have
  821  affected its name.
  822         (4)A limited liability company in existence before January
  823  1, 2014, which was registered with the department and is using
  824  an abbreviation or designation in its name authorized under
  825  previous law, may continue using the abbreviation or designation
  826  in its name until it dissolves or amends its name in the records
  827  of the department.
  828         (5)The name of the limited liability company must be filed
  829  with the department for public notice only, and the act of
  830  filing alone does not create any presumption of ownership beyond
  831  that which is created under the common law.
  832         605.0113Registered agent.—
  833         (1) Each limited liability company and each foreign limited
  834  liability company that has a certificate of authority under s.
  835  605.0902 shall designate and continuously maintain in this
  836  state:
  837         (a)A registered office, which may be the same as its place
  838  of business in this state; and
  839         (b)A registered agent, who must be:
  840         1.An individual who resides in this state and whose
  841  business address is identical to the address of the registered
  842  office; or
  843         2.A foreign or domestic entity authorized to transact
  844  business in this state whose business address is identical to
  845  the address of the registered office.
  846         (2)Each initial registered agent, and each successor
  847  registered agent that is appointed, shall file a statement in
  848  writing with the department, in the form and manner prescribed
  849  by the department, accepting the appointment as registered agent
  850  while simultaneously being designated as the registered agent.
  851  The statement of acceptance must provide that the registered
  852  agent is familiar with and accepts the obligations of that
  853  position.
  854         (3)The duties of a registered agent are as follows:
  855         (a)To forward to the limited liability company or
  856  registered foreign limited liability company, at the address
  857  most recently supplied to the agent by the company or foreign
  858  limited liability company, a process, notice, or demand
  859  pertaining to the company or foreign limited liability company
  860  which is served on or received by the agent.
  861         (b)If the registered agent resigns, to provide the notice
  862  required under s. 605.0115(2) to the company or foreign limited
  863  liability company at the address most recently supplied to the
  864  agent by the company or foreign limited liability company.
  865         (4)The department shall maintain an accurate record of the
  866  registered agent and registered office for service of process
  867  and shall promptly furnish information disclosed thereby upon
  868  request and payment of the required fee.
  869         (5)A limited liability company and each foreign limited
  870  liability company that has a certificate of authority under s.
  871  605.0902 may not prosecute, maintain, or defend an action in a
  872  court until the limited liability company complies with this
  873  section and pays to the department a penalty of $5 for each day
  874  it has failed to comply or $500, whichever is less, and pays any
  875  other amounts required under this chapter.
  876         605.0114Change of registered agent or registered office.—
  877         (1)In order to change its registered agent or registered
  878  office address, a limited liability company or a foreign limited
  879  liability company may deliver to the department for filing a
  880  statement of change containing the following:
  881         (a)The name of the limited liability company or foreign
  882  limited liability company.
  883         (b)The name of its current registered agent.
  884         (c)If the registered agent is to be changed, the name of
  885  the new registered agent.
  886         (d)The street address of its current registered office for
  887  its registered agent.
  888         (e)If the street address of the registered office is to be
  889  changed, the new street address of the registered office in this
  890  state.
  891         (2)If the registered agent is changed, the written
  892  acceptance of the successor registered agent described in s.
  893  605.0113(2) must also be included in or attached to the
  894  statement of change.
  895         (3)A statement of change is effective when filed by the
  896  department or when authorized under s. 605.0207.
  897         (4)The changes described in this section may also be made
  898  on the limited liability company’s or foreign limited liability
  899  company’s annual report, in an application for reinstatement
  900  filed with the department under s. 605.0715(1), in an amendment
  901  to or restatement of a company’s articles of organization in
  902  accordance with s. 605.0202, or in an amendment to a foreign
  903  limited liability company’s certificate of authority in
  904  accordance with s. 605.0907.
  905         605.0115Resignation of registered agent.—
  906         (1)A registered agent may resign as agent for a limited
  907  liability company or foreign limited liability company by
  908  delivering for filing to the department a signed statement of
  909  resignation containing the name of the limited liability company
  910  or foreign limited liability company.
  911         (2)After delivering the statement of resignation with the
  912  department for filing, the registered agent shall mail a copy to
  913  the limited liability company’s or foreign limited liability
  914  company’s current mailing address.
  915         (3)A registered agent is terminated upon the earlier of:
  916         (a)The 31st day after the department files the statement
  917  of resignation; or
  918         (b)When a statement of change or other record designating
  919  a new registered agent is filed by the department.
  920         (4)When a statement of resignation takes effect, the
  921  registered agent ceases to have responsibility for a matter
  922  thereafter tendered to it as agent for the limited liability
  923  company or foreign limited liability company. The resignation
  924  does not affect contractual rights that the company or foreign
  925  limited liability company has against the agent or that the
  926  agent has against the company or foreign limited liability
  927  company.
  928         (5) A registered agent may resign from a limited liability
  929  company or foreign limited liability company regardless of
  930  whether the company or foreign limited liability company has
  931  active status.
  932         605.0116 Change of name or address by registered agent.—
  933         (1) If a registered agent changes his or her name or
  934  address, the agent may deliver to the department for filing a
  935  statement of change that provides the following:
  936         (a) The name of the limited liability company or foreign
  937  limited liability company represented by the registered agent.
  938         (b) The name of the agent as currently shown in the records
  939  of the department for the company or foreign limited liability
  940  company.
  941         (c) If the name of the agent has changed, its new name.
  942         (d) If the address of the agent has changed, the new
  943  address.
  944         (e) That the registered agent has given the notice required
  945  under subsection (2).
  946         (2) A registered agent shall promptly furnish notice of the
  947  statement of change and the changes made by the statement filed
  948  with the department to the represented limited liability company
  949  or foreign limited liability company.
  950         605.0117 Service of process, notice, or demand.—
  951         (1) A limited liability company or registered foreign
  952  limited liability company may be served with process, notice, or
  953  a demand required or authorized by law by serving on its
  954  registered agent.
  955         (2) If a limited liability company or registered foreign
  956  limited liability company ceases to have a registered agent or
  957  if its registered agent cannot with reasonable diligence be
  958  served, the process, notice, or demand required or permitted by
  959  law may instead be served:
  960         (a) On a member of a member-managed limited liability
  961  company or registered foreign limited liability company; or
  962         (b) On a manager of a manager-managed limited liability
  963  company or registered foreign limited liability company.
  964         (3) If the process, notice, or demand cannot be served on a
  965  limited liability company or registered foreign limited
  966  liability company pursuant to subsection (1) or subsection (2),
  967  the process, notice, or demand may be served on the department
  968  as an agent of the company.
  969         (4) Service with process, notice, or a demand on the
  970  department may be made by delivering to and leaving with the
  971  department duplicate copies of the process, notice, or demand.
  972         (5) Service is effectuated under subsection (3) on the date
  973  shown as received by the department.
  974         (6) The department shall keep a record of each process,
  975  notice, and demand served pursuant to this section and record
  976  the time of and the action taken regarding the service.
  977         (7) This section does not affect the right to serve
  978  process, notice, or a demand in any other manner provided by
  979  law.
  980         605.0118 Delivery of record.—
  981         (1) Except as otherwise provided in this chapter,
  982  permissible means of delivery of a record include delivery by
  983  hand, the United States Postal Service, a commercial delivery
  984  service, and electronic transmission.
  985         (2) Except as provided in subsection (3), delivery to the
  986  department is effective only when a record is received by the
  987  department.
  988         (3) If a check is mailed to the department for payment of
  989  an annual report fee or the annual fee required under s.
  990  607.193, the check shall be deemed to have been received by the
  991  department as of the postmark date appearing on the envelope or
  992  package transmitting the check if the envelope or package is
  993  received by the department.
  994         605.0119 Waiver of notice.—If, pursuant to this chapter or
  995  the articles of organization or operating agreement of a limited
  996  liability company, notice is required to be given to a member of
  997  a limited liability company or to a manager of a limited
  998  liability company having a manager or managers, a waiver in
  999  writing signed by the person or persons entitled to the notice,
 1000  whether made before or after the time for notice to be given, is
 1001  equivalent to the giving of notice.
 1002         605.0201 Formation of limited liability company; articles
 1003  of organization.—
 1004         (1) One or more persons may act as authorized
 1005  representatives to form a limited liability company by signing
 1006  and delivering articles of organization to the department for
 1007  filing.
 1008         (2) The articles of organization must state the following:
 1009         (a) The name of the limited liability company, which must
 1010  comply with s. 605.0112.
 1011         (b) The street and mailing addresses of the company’s
 1012  principal office.
 1013         (c) The name, street address in this state, and written
 1014  acceptance of the company’s initial registered agent.
 1015         (3) The articles of organization may contain statements on
 1016  matters other than those required under subsection (2), but may
 1017  not vary from or otherwise affect the provisions specified in s.
 1018  605.0105(3) in a manner inconsistent with that subsection.
 1019  Additional statements may include one or more of the following:
 1020         (a) A declaration as to whether the limited liability
 1021  company is manager-managed for purposes of s. 605.0407 and other
 1022  relevant provisions of this chapter.
 1023         (b) For a manager-managed limited liability company, the
 1024  names and addresses of one or more of the managers of the
 1025  company.
 1026         (c) For a member-managed limited liability company, the
 1027  names and addresses of one or more of the members of the
 1028  company.
 1029         (d) A description of the authority or limitation on the
 1030  authority of a specific person in the company or a person
 1031  holding a position or having a specified status in the company.
 1032         (e) Any other relevant matters.
 1033         (4) A limited liability company is formed when the
 1034  company’s articles of organization become effective under s.
 1035  605.0207 and when at least one person becomes a member at the
 1036  time the articles of organization become effective. By signing
 1037  the articles of organization, the person who signs the articles
 1038  of organization affirms that the company has or will have at
 1039  least one member as of the time the articles of organization
 1040  become effective.
 1041         605.0202 Amendment or restatement of articles of
 1042  organization.—
 1043         (1) The articles of organization may be amended or restated
 1044  at any time.
 1045         (2) To amend the articles of organization, a limited
 1046  liability company must deliver to the department for filing an
 1047  amendment, designated as such in its heading, which contains the
 1048  following:
 1049         (a) The present name of the company.
 1050         (b) The date of filing of the company’s articles of
 1051  organization.
 1052         (c) The amendment to the articles of organization.
 1053         (d) The delayed effective date, as provided under s.
 1054  605.0207, if the amendment is not effective on the date the
 1055  department files the amendment.
 1056         (3) To restate its articles of organization, a limited
 1057  liability company must deliver to the department for filing an
 1058  instrument, entitled “Restatement of Articles of Organization,”
 1059  which contains the following:
 1060         (a) The present name of the company.
 1061         (b) The date of the filing of its articles of organization.
 1062         (c) All of the provisions of its articles of organization
 1063  in effect, as restated.
 1064         (d) The delayed effective date, as provided under s.
 1065  605.0207, if the restatement is not effective on the date the
 1066  department files the restatement.
 1067         (4) A restatement of the articles of organization of a
 1068  limited liability company may also contain one or more
 1069  amendments to the articles of organization, in which case the
 1070  instrument must be entitled “Amended and Restated Articles of
 1071  Organization.”
 1072         (5) If a member of a member-managed limited liability
 1073  company or a manager of a manager-managed limited liability
 1074  company knew that information contained in filed articles of
 1075  organization was inaccurate when the articles of organization
 1076  were filed or became inaccurate due to changed circumstances,
 1077  the member or manager shall promptly:
 1078         (a) Cause the articles of organization to be amended; or
 1079         (b) If appropriate, deliver to the department for filing a
 1080  statement of change under s. 605.0114 or a statement of
 1081  correction under s. 605.0209.
 1082         605.0203 Signing of records to be delivered for filing to
 1083  department.—
 1084         (1) A record delivered to the department for filing
 1085  pursuant to this chapter must be signed as follows:
 1086         (a) Except as otherwise provided in paragraphs (b) and (c),
 1087  a record signed on behalf of a limited liability company must be
 1088  signed by a person authorized by the company.
 1089         (b) A company’s initial articles of organization must be
 1090  signed by at least one person acting as an authorized
 1091  representative. The articles of organization must also include
 1092  or have attached a statement signed by the company’s initial
 1093  registered agent in the form described in s. 605.0113(2).
 1094         (c) A record delivered on behalf of a dissolved company
 1095  that has no member must be signed by the person winding up the
 1096  company’s activities and affairs under s. 605.0709(3) or a
 1097  person appointed under s. 605.0709(4) or (5) to wind up the
 1098  activities and affairs.
 1099         (d) A statement of denial by a person under s. 605.0303
 1100  must be signed by that person.
 1101         (e) A record changing the registered agent must also
 1102  include or be accompanied by a statement signed by the successor
 1103  registered agent in the form described in s. 605.0113(2).
 1104         (f) Any other record delivered on behalf of a person to the
 1105  department must be signed by that person.
 1106         (2) A record may also be signed by an agent, legal
 1107  representative, or attorney-in-fact, as applicable, if such
 1108  person is duly appointed and authorized to sign the record and
 1109  the record states that such person possesses that authority.
 1110         (3) A person who signs a record as an agent, legal
 1111  representative, or attorney-in-fact affirms as a fact that the
 1112  person is authorized to sign the record.
 1113         605.0204 Signing and filing pursuant to judicial order.—
 1114         (1) If a person who is required under this chapter to sign
 1115  a record or deliver a record to the department for filing under
 1116  this chapter does not do so, another person who is aggrieved may
 1117  petition the circuit court to order:
 1118         (a) The person to sign the record;
 1119         (b) The person to deliver the record to the department for
 1120  filing; or
 1121         (c) The department to file the record unsigned.
 1122         (2) If a petitioner under subsection (1) is not the limited
 1123  liability company or foreign limited liability company to which
 1124  the record pertains, the petitioner shall make the limited
 1125  liability company or foreign limited liability company a party
 1126  to the action. The petitioner may seek the remedies provided in
 1127  subsection (1) in the same action, in combination or in the
 1128  alternative.
 1129         (3) A record filed pursuant to paragraph (1)(c) is
 1130  effective without being signed.
 1131         605.0205 Liability for inaccurate information in filed
 1132  record.—
 1133         (1) If a record delivered to the department for filing
 1134  under this chapter and filed by the department contains
 1135  inaccurate information, a person who suffers a loss by reliance
 1136  on such information may recover damages for the loss from:
 1137         (a) A person who signed the record, or caused another to
 1138  sign it on the person’s behalf, and knew the information was
 1139  inaccurate at the time the record was signed; and
 1140         (b) Subject to subsection (2), a member of a member-managed
 1141  limited liability company or a manager of a manager-managed
 1142  limited liability company if:
 1143         1. The record was delivered for filing on behalf of the
 1144  company; and
 1145         2. The member or manager had notice of the inaccuracy for a
 1146  reasonably sufficient time before the information was relied
 1147  upon so that, before the reliance, the member or manager
 1148  reasonably could have:
 1149         a. Effected an amendment pursuant to s. 605.0202;
 1150         b. Filed a petition pursuant to s. 605.0204; or
 1151         c. Delivered to the department for filing a statement of
 1152  change pursuant to s. 605.0114 or a statement of correction
 1153  under s. 605.0209.
 1154         (2) To the extent that the operating agreement of a member
 1155  managed limited liability company expressly relieves a member of
 1156  responsibility for maintaining the accuracy of information
 1157  contained in records delivered on behalf of the company to the
 1158  department for filing and imposes that responsibility on one or
 1159  more other members, the liability stated in paragraph (1)(b)
 1160  applies to those other members and not to the member that the
 1161  operating agreement relieves of the responsibility.
 1162         (3) An individual who signs a record authorized or required
 1163  to be filed under this chapter affirms under penalty of perjury
 1164  that the information stated in the record is accurate.
 1165         605.0206 Filing requirements.—
 1166         (1) A record authorized or required to be delivered to the
 1167  department for filing under this chapter must be captioned to
 1168  describe the record’s purpose, be in a medium authorized by the
 1169  department, and be delivered to the department. If all filing
 1170  fees are paid, the department shall file the record unless the
 1171  department determines that the record does not comply with the
 1172  filing requirements.
 1173         (2) Upon request and payment of the applicable fee, the
 1174  department shall send to the requester a certified copy of the
 1175  requested record.
 1176         (3) If the department has prescribed a mandatory medium or
 1177  form for the record being filed, the record must be in the
 1178  prescribed medium or on the prescribed form.
 1179         (4) Except as otherwise provided by the department, a
 1180  document to be filed with the department must be typewritten or
 1181  printed, legible, and written in the English language. A limited
 1182  liability company name does not need to be in English if written
 1183  in English letters or Arabic or Roman numerals, and the
 1184  certificate of existence required of a foreign limited liability
 1185  company does not need to be in English if accompanied by a
 1186  reasonably authenticated English translation. The department may
 1187  prescribe forms in electronic format which comply with this
 1188  chapter. The department may also use electronic transmissions
 1189  for the purposes of notice and communication in the performance
 1190  of its duties and may require filers and registrants to furnish
 1191  e-mail addresses when presenting a document for filing.
 1192         605.0207 Effective date and time.—Except as otherwise
 1193  provided in s. 605.0208, and subject to s. 605.0209(3), any
 1194  document delivered to the department for filing under this
 1195  chapter may specify an effective time and a delayed effective
 1196  date. In the case of initial articles of organization, a prior
 1197  effective date may be specified in the articles of organization
 1198  if such date is within 5 business days before the date of
 1199  filing. Subject to ss. 605.0114, 605.0115, 605.0208, and
 1200  605.0209, a record filed by the department is effective:
 1201         (1) If the record does not specify an effective time and
 1202  does not specify a prior or a delayed effective date, on the
 1203  date and at the time the record is filed as evidenced by the
 1204  department’s endorsement of the date and time on the record.
 1205         (2) If the record specifies an effective time, but not a
 1206  prior or delayed effective date, on the date the record is filed
 1207  at the time specified in the record.
 1208         (3) If the record specifies a delayed effective date, but
 1209  not an effective time, at 12:01 a.m. on the earlier of:
 1210         (a) The specified date; or
 1211         (b) The 90th day after the record is filed.
 1212         (4) If the record is the initial articles of organization
 1213  and specifies a date before the effective date, but no effective
 1214  time, at 12:01 a.m. on the later of:
 1215         (a) The specified date; or
 1216         (b) The 5th business day before the record is filed.
 1217         (5) If the record is the initial articles of organization
 1218  and specifies an effective time and a delayed effective date, at
 1219  the specified time on the earlier of:
 1220         (a) The specified date; or
 1221         (b) The 90th day after the record is filed.
 1222         (6) If the record specifies an effective time and a prior
 1223  effective date, at the specified time on the later of:
 1224         (a) The specified date; or
 1225         (b) The 5th business day before the record is filed.
 1226         605.0208 Withdrawal of filed record before effectiveness.—
 1227         (1) Except as otherwise provided in ss. 605.1001-605.1072,
 1228  a record delivered to the department for filing may be withdrawn
 1229  before it takes effect by delivering to the department for
 1230  filing a withdrawal statement.
 1231         (2) A withdrawal statement must:
 1232         (a) Be signed by each person who signed the record being
 1233  withdrawn, except as otherwise agreed by those persons;
 1234         (b) Identify the record to be withdrawn; and
 1235         (c) If not signed by all the persons who signed the record
 1236  being withdrawn, state that the record is withdrawn in
 1237  accordance with the agreement of all the persons who signed the
 1238  record.
 1239         (3) On the filing by the department of a withdrawal
 1240  statement, the action or transaction evidenced by the original
 1241  record does not take effect.
 1242         605.0209 Correcting filed record.—
 1243         (1) A person on whose behalf a filed record was delivered
 1244  to the department for filing may correct the record if:
 1245         (a) The record at the time of filing was inaccurate;
 1246         (b) The record was defectively signed; or
 1247         (c) The electronic transmission of the record to the
 1248  department was defective.
 1249         (2) To correct a filed record, a person on whose behalf the
 1250  record was delivered to the department must deliver to the
 1251  department for filing a statement of correction.
 1252         (3) A statement of correction:
 1253         (a) May not state a delayed effective date;
 1254         (b) Must be signed by the person correcting the filed
 1255  record;
 1256         (c) Must identify the filed record to be corrected;
 1257         (d) Must specify the inaccuracy or defect to be corrected;
 1258  and
 1259         (e) Must correct the inaccuracy or defect.
 1260         (4) A statement of correction is effective as of the
 1261  effective date of the filed record that it corrects, except for
 1262  purposes of s. 605.0103(4) and as to persons relying on the
 1263  uncorrected filed record and adversely affected by the
 1264  correction. For those purposes and as to those persons, the
 1265  statement of correction is effective when filed.
 1266         605.0210 Duty of department to file; review of refusal to
 1267  file; transmission of information by department.—
 1268         (1) The department files a document by stamping or
 1269  otherwise endorsing the document as “filed,” together with the
 1270  department’s official title and the date and time of receipt.
 1271         (2) After filing a record, the department shall deliver an
 1272  acknowledgment of the filing or certified copy of the document
 1273  to the company or foreign limited liability company or its
 1274  authorized representative.
 1275         (3) If the department refuses to file a record, the
 1276  department shall, within 15 days after the record is delivered:
 1277         (a) Return the record or notify the person who submitted
 1278  the record of the refusal; and
 1279         (b) Provide a brief explanation in a record of the reason
 1280  for the refusal.
 1281         (4) If the applicant returns the document with corrections
 1282  in accordance with the rules of the department within 60 days
 1283  after it was mailed to the applicant by the department and, if
 1284  at the time of return, the applicant so requests in writing, the
 1285  filing date of the document shall be the filing date that would
 1286  have been applied had the original document not been deficient,
 1287  except as to persons who relied on the record before correction
 1288  and were adversely affected thereby.
 1289         (5) The department’s duty to file documents under this
 1290  section is ministerial. Filing or refusing to file a document
 1291  does not:
 1292         (a) Affect the validity or invalidity of the document in
 1293  whole or part;
 1294         (b) Relate to the correctness or incorrectness of
 1295  information contained in the document; or
 1296         (c) Create a presumption that the document is valid or
 1297  invalid or that information contained in the document is correct
 1298  or incorrect.
 1299         (6) If not otherwise provided by law and this chapter, the
 1300  department shall determine by rule the appropriate format for
 1301  any document placed under its jurisdiction, and the number of
 1302  copies, manner of execution, method of electronic transmission,
 1303  and amount and method of payment of fees for such document.
 1304         (7) If the department refuses to file a record, the person
 1305  who submitted the record may petition the circuit court to
 1306  compel filing of the record. The record and the explanation of
 1307  the department of the refusal to file must be attached to the
 1308  petition. The court may decide the matter in a summary
 1309  proceeding.
 1310         (8) Except as otherwise provided under s. 605.0117 or by
 1311  any law other than this chapter, the department may deliver a
 1312  record to a person by delivering it:
 1313         (a) In person to the person who submitted it;
 1314         (b) To the address of the person’s registered agent;
 1315         (c) To the principal office of the person; or
 1316         (d) To another address that the person provides to the
 1317  department for delivery.
 1318         605.0211 Certificate of status.—
 1319         (1) The department, upon request and payment of the
 1320  requisite fee, shall issue a certificate of status for a limited
 1321  liability company if the records filed in the department show
 1322  that the department has accepted and filed the company’s
 1323  articles of organization. A certificate of status must state the
 1324  following:
 1325         (a) The company’s name.
 1326         (b) That the company was organized under the laws of this
 1327  state and the date of organization.
 1328         (c) Whether all fees due to the department under this
 1329  chapter have been paid.
 1330         (d) If the company’s most recent annual report required
 1331  under s. 605.0212 has not been filed by the department.
 1332         (e) If the department has administratively dissolved the
 1333  company or received a record notifying the department that the
 1334  company has been dissolved by judicial action pursuant to s.
 1335  605.0705.
 1336         (f) If the department has filed articles of dissolution for
 1337  the company.
 1338         (g) If the department has accepted and filed a statement of
 1339  termination.
 1340         (2) The department, upon request and payment of the
 1341  requisite fee, shall furnish a certificate of status for a
 1342  foreign limited liability company if the records filed show that
 1343  the department has filed a certificate of authority. A
 1344  certificate of status for a foreign limited liability company
 1345  must state the following:
 1346         (a) The foreign limited liability company’s name and a
 1347  current alternate name adopted under s. 605.0906(1) for use in
 1348  this state.
 1349         (b) That the foreign limited liability company is
 1350  authorized to transact business in this state.
 1351         (c) Whether all fees and penalties due to the department
 1352  under this chapter or other law have been paid.
 1353         (d) If the foreign limited liability company’s most recent
 1354  annual report required under s. 605.0212 has not been filed by
 1355  the department.
 1356         (e) If the department has:
 1357         1. Revoked the foreign limited liability company’s
 1358  certificate of authority; or
 1359         2. Filed a notice of withdrawal of certificate of
 1360  authority.
 1361         (3) Subject to any qualification stated in the certificate
 1362  of status, a certificate of status issued by the department is
 1363  conclusive evidence that the limited liability company is in
 1364  existence or the foreign limited liability company is authorized
 1365  to transact business in this state.
 1366         605.0212 Annual report for department.—
 1367         (1) A limited liability company or a registered foreign
 1368  limited liability company shall deliver to the department for
 1369  filing an annual report that states the following:
 1370         (a) The name of the limited liability company or, if a
 1371  foreign limited liability company, the name under which the
 1372  foreign limited liability company is registered to transact
 1373  business in this state.
 1374         (b) The street address of its principal office and its
 1375  mailing address.
 1376         (c) The date of its organization and, if a foreign limited
 1377  liability company, the jurisdiction of its formation and the
 1378  date on which it became qualified to transact business in this
 1379  state.
 1380         (d) The company’s federal employer identification number
 1381  or, if none, whether one has been applied for.
 1382         (e) The name, title or capacity, and address of at least
 1383  one person who has the authority to manage the company.
 1384         (f) Any additional information that is necessary or
 1385  appropriate to enable the department to carry out this chapter.
 1386         (2) Information in the annual report must be current as of
 1387  the date the report is delivered to the department for filing.
 1388         (3) The first annual report must be delivered to the
 1389  department between January 1 and May 1 of the year following the
 1390  calendar year in which the limited liability company’s articles
 1391  of organization became effective or the foreign limited
 1392  liability company obtained a certificate of authority to
 1393  transact business in this state. Subsequent annual reports must
 1394  be delivered to the department between January 1 and May 1 of
 1395  each calendar year thereafter. If one or more forms of annual
 1396  report are submitted for a calendar year, the department shall
 1397  file each of them and make the information contained in them
 1398  part of the official record. The first form of annual report
 1399  filed in a calendar year shall be considered the annual report
 1400  for that calendar year, and each report filed after that one in
 1401  the same calendar year shall be treated as an amended report for
 1402  that calendar year.
 1403         (4) If an annual report does not contain the information
 1404  required in this section, the department shall promptly notify
 1405  the reporting limited liability company or registered foreign
 1406  limited liability company. If the report is corrected to contain
 1407  the information required in subsection (1) and delivered to the
 1408  department within 30 days after the effective date of the
 1409  notice, it is timely delivered.
 1410         (5) If an annual report contains the name or address of a
 1411  registered agent which differs from the information shown in the
 1412  records of the department immediately before the annual report
 1413  becomes effective, the differing information in the annual
 1414  report is considered a statement of change under s. 605.0114.
 1415         (6) A limited liability company or foreign limited
 1416  liability company that fails to file an annual report that
 1417  complies with the requirements of this section may not maintain
 1418  or defend any action in a court of this state until the report
 1419  is filed and all fees and penalties due under this chapter are
 1420  paid, and shall be subject to dissolution or cancellation of its
 1421  certificate of authority to transact business as provided in
 1422  this chapter.
 1423         (7) The department shall prescribe the forms, which may be
 1424  in an electronic format, on which to make the annual report
 1425  called for in this section and may substitute the uniform
 1426  business report pursuant to s. 606.06 as a means of satisfying
 1427  the requirement of this chapter.
 1428         (8) As a condition of a merger under s. 605.1021, each
 1429  party to a merger which exists under the laws of this state, and
 1430  each party to the merger which exists under the laws of another
 1431  jurisdiction and has a certificate of authority to transact
 1432  business or conduct its affairs in this state, must be active
 1433  and current in filing its annual reports in the records of the
 1434  department through December 31 of the calendar year in which the
 1435  articles of merger are submitted to the department for filing.
 1436         (9) As a condition of a conversion of an entity to a
 1437  limited liability company under s. 605.1041, the entity, if it
 1438  exists under the laws of this state, or if it exists under the
 1439  laws of another jurisdiction and has a certificate of authority
 1440  to transact business or conduct its affairs in this state, must
 1441  be active and current in filing its annual reports in the
 1442  records of the department through December 31 of the calendar
 1443  year in which the articles of conversion are submitted to the
 1444  department for filing.
 1445         (10) As a condition of a conversion of a limited liability
 1446  company to another type of entity under s. 605.1041, the limited
 1447  liability company converting to the other type of entity must be
 1448  active and current in filing its annual reports in the records
 1449  of the department through December 31 of the calendar year in
 1450  which the articles of conversion are submitted to the department
 1451  for filing.
 1452         (11) As a condition of an interest exchange between a
 1453  limited liability company and another entity under s. 605.1031,
 1454  the limited liability company and each other entity that is a
 1455  party to the interest exchange which exists under the laws of
 1456  this state, and each party to the interest exchange which exists
 1457  under the laws of another jurisdiction and has a certificate of
 1458  authority to transact business or conduct its affairs in this
 1459  state, must be active and current in filing its annual reports
 1460  in the records of the department through December 31 of the
 1461  calendar year in which the articles of interest exchange are
 1462  submitted to the department for filing.
 1463         605.0213 Fees of the department.—The fees of the department
 1464  under this chapter are as follows:
 1465         (1) For furnishing a certified copy, $30.
 1466         (2) For filing original articles of organization, $100.
 1467         (3) For filing articles of merger of limited liability
 1468  companies or other business entities, $25 per constituent party
 1469  to the merger, unless a specific fee is required for a party
 1470  under other applicable law.
 1471         (4) For filing an annual report, $50, plus the annual fee
 1472  imposed pursuant to s. 607.193 in the amount of $88.75.
 1473         (5) For filing an application for reinstatement after an
 1474  administrative or judicial dissolution or a revocation of
 1475  authority to transact business, $100.
 1476         (6) For designating a registered agent or changing a
 1477  registered agent or registered office address, $25.
 1478         (7) For filing a registered agent’s statement of
 1479  resignation from an active limited liability company, $85.
 1480         (8) For filing a registered agent’s statement of
 1481  resignation from a dissolved or revoked limited liability
 1482  company, $25.
 1483         (9) For filing a statement of change of name of registered
 1484  agent or change of registered office address, $25.
 1485         (10) For filing articles of conversion of a limited
 1486  liability company, $25.
 1487         (11) For filing articles of domestication, $25.
 1488         (12) For furnishing a certificate of status, $5.
 1489         (13) For filing restated articles of organization, amended
 1490  and restated articles of organization, an amendment to the
 1491  articles of organization, or an amendment to a restated or an
 1492  amended and restated articles of organization, $25.
 1493         (14) For filing an amendment to a certificate of authority,
 1494  $25.
 1495         (15) For filing a notice of withdrawal of certificate of
 1496  authority, $25.
 1497         (16) For filing a statement of dissociation, $25.
 1498         (17) For filing a manager’s statement of resignation, $25.
 1499         (18) For filing articles of dissolution, $25.
 1500         (19) For filing a statement of revocation of dissolution,
 1501  $100.
 1502         (20) For filing a statement of termination, $25.
 1503         (21) For filing a withdrawal statement, $25.
 1504         (22) For filing a statement of authority, $25.
 1505         (23) For filing an amendment to a statement of authority,
 1506  $25.
 1507         (24) For filing a statement of denial, $25.
 1508         (25) For filing a cancellation of a statement of authority,
 1509  $25.
 1510         (26) For filing a statement of correction, $25.
 1511         (27) For filing a foreign limited liability company’s
 1512  application for a certificate of authority to transact business,
 1513  $100.
 1514         (28) For filing an amended annual report, $50.
 1515         (29) For filing a withdrawal statement of delivered record
 1516  before effectiveness, $25.
 1517         (30) For filing a notice of withdrawal of certificate of
 1518  authority, $25.
 1519         (31) For filing any other limited liability company
 1520  document or foreign limited liability company document, $25.
 1521         605.0214 Powers of department.—The department has the
 1522  authority reasonably necessary to administer this chapter
 1523  efficiently, to perform the duties imposed upon it, and to adopt
 1524  reasonable rules necessary to carry out its duties and functions
 1525  under this chapter.
 1526         605.0215 Certificates to be received in evidence and
 1527  evidentiary effect of copy of filed document.—All certificates
 1528  issued by the department in accordance with this chapter shall
 1529  be taken and received in all courts, public offices, and
 1530  official bodies as prima facie evidence of the facts stated. A
 1531  certificate from the department delivered with a copy of a
 1532  document filed by the department is conclusive evidence that the
 1533  original document is on file with the department.
 1534         605.0216 Statement of dissociation or resignation.—
 1535         (1) A member of a limited liability company may file a
 1536  statement of dissociation with the department containing the
 1537  following:
 1538         (a) The name of the limited liability company.
 1539         (b) The name and signature of the dissociating member.
 1540         (c) The date the member withdrew or will withdraw.
 1541         (d) A statement that the company has been notified of the
 1542  dissociation in writing.
 1543         (2) A manager in a manager-managed limited liability
 1544  company may file a statement of resignation with the department
 1545  containing the following:
 1546         (a) The name of the limited liability company.
 1547         (b)The name and signature of the resigning manager.
 1548         (c) The date the resigning manager resigned or will resign.
 1549         (d) A statement that the limited liability company has been
 1550  notified of the resignation in writing.
 1551         605.0301 Power to bind limited liability company.—A person
 1552  does not have the power to bind a limited liability company,
 1553  except to the extent the person:
 1554         (1) Is an agent of the company by virtue of s. 605.04074;
 1555         (2) Has the authority to do so under the articles of
 1556  organization or operating agreement of the company;
 1557         (3) Has the authority to do so by a statement of authority
 1558  filed under s. 605.0302; or
 1559         (4) Has the status of an agent of the company or the
 1560  authority or power to bind the company under a law other than
 1561  this chapter.
 1562         605.0302 Statement of authority.—
 1563         (1) A limited liability company may file a statement of
 1564  authority. The statement:
 1565         (a) Must include the name of the company as it appears on
 1566  the records of the department, and the street and mailing
 1567  addresses of its principal office;
 1568         (b) With respect to a specified status or position of a
 1569  person in a company, whether as a member, transferee, manager,
 1570  officer, or otherwise, may state the authority or limitations on
 1571  the authority of all persons having such status or holding such
 1572  position to:
 1573         1. Execute an instrument transferring real property held in
 1574  the name of the company; or
 1575         2. Enter into other transactions on behalf of, or otherwise
 1576  act for or bind, the company; and
 1577         (c) May state the authority or limitations on the authority
 1578  of a specific person to:
 1579         1. Execute an instrument transferring real property held in
 1580  the name of the company; or
 1581         2. Enter into other transactions on behalf of, or otherwise
 1582  act for or bind, the company.
 1583         (2) To amend or cancel a statement of authority filed by
 1584  the department, a limited liability company must deliver to the
 1585  department for filing an amendment or cancellation stating the
 1586  following:
 1587         (a) The name of the company as it appears on the records of
 1588  the department.
 1589         (b) The street and mailing addresses of the limited
 1590  liability company’s principal office.
 1591         (c) The date the statement being affected became effective.
 1592         (d) The contents of the amendment or a declaration that the
 1593  affected statement is canceled.
 1594         (3) A statement of authority affects only the power of a
 1595  person to bind a limited liability company to persons who are
 1596  not members.
 1597         (4) Subject to subsection (3) and s. 605.0103(4) and except
 1598  as otherwise provided in subsections (6)-(8), a limitation on
 1599  the authority of a person or a status or position contained in
 1600  an effective statement of authority is not by itself evidence of
 1601  knowledge or notice of the limitation.
 1602         (5) Subject to subsection (3) and ss. 605.0407-605.04074, a
 1603  grant of authority not pertaining to transfers of real property
 1604  and contained in an effective statement of authority is
 1605  conclusive in favor of a person who gives value in reliance on
 1606  the grant, except to the extent that when the person gives
 1607  value:
 1608         (a) The person has knowledge to the contrary;
 1609         (b) The statement has been canceled or restrictively
 1610  amended under subsection (2); or
 1611         (c) A limitation on the grant is contained in another
 1612  statement of authority that became effective after the statement
 1613  containing the grant became effective.
 1614         (6) Subject to subsection (3), an effective statement of
 1615  authority that grants authority to transfer real property held
 1616  in the name of the limited liability company, a certified copy
 1617  of which statement is recorded in the office for recording
 1618  transfers of the real property, is conclusive in favor of a
 1619  person who gives value in reliance on the grant without
 1620  knowledge to the contrary, except to the extent that when the
 1621  person gives value:
 1622         (a) The statement has been canceled or restrictively
 1623  amended under subsection (2) and a certified copy of the
 1624  cancellation or restrictive amendment has been recorded in the
 1625  office for recording transfers of the real property; or
 1626         (b) A limitation on the grant is contained in another
 1627  statement of authority that became effective after the statement
 1628  containing the grant became effective and a certified copy of
 1629  the later effective statement is recorded in the office for
 1630  recording transfers of the real property.
 1631         (7) Subject to subsection (3), if a certified copy of an
 1632  effective statement of authority containing a limitation on the
 1633  authority to transfer real property held in the name of a
 1634  limited liability company is recorded in the office for
 1635  recording transfers of that real property, all persons are
 1636  deemed to know of the limitation.
 1637         (8) Subject to subsection (9), effective articles of
 1638  dissolution or termination effectuate a cancellation of a filed
 1639  statement of authority for the purposes of subsection (6) and
 1640  limit authority for the purposes of subsection (7).
 1641         (9) After a company’s articles of dissolution become
 1642  effective, a limited liability company may deliver to the
 1643  department for filing and, if appropriate, may record a
 1644  statement of authority in accordance with subsection (1) which
 1645  is designated as a post-dissolution statement of authority. The
 1646  statement operates as provided in subsections (6) and (7).
 1647         (10) Unless earlier canceled, an effective statement of
 1648  authority is canceled by operation of law 5 years after the date
 1649  on which the statement, or its most recent amendment, becomes
 1650  effective. This cancellation operates without need for a
 1651  recording under subsection (6) or subsection (7). An effective
 1652  statement of denial operates as a restrictive amendment under
 1653  this section and may be recorded by certified copy for the
 1654  purposes of paragraph (6)(a).
 1655         (11) A statement of dissociation or a statement of
 1656  resignation filed pursuant to s. 605.0216 terminates the
 1657  authority of the person who filed the statement.
 1658         605.0303 Statement of denial.—A person who is named in a
 1659  filed statement of authority granting that person authority may
 1660  deliver to the department for filing a statement of denial
 1661  signed by that person which:
 1662         (1) Provides the name of the limited liability company and
 1663  the caption of the statement of authority to which the statement
 1664  of denial pertains; and
 1665         (2) Denies the grant of authority.
 1666         605.0304 Liability of members and managers.—
 1667         (1) A debt, obligation, or other liability of a limited
 1668  liability company is solely the debt, obligation, or other
 1669  liability of the company. A member or manager is not personally
 1670  liable, directly or indirectly, by way of contribution or
 1671  otherwise, for a debt, obligation, or other liability of the
 1672  company solely by reason of being or acting as a member or
 1673  manager. This subsection applies regardless of the dissolution
 1674  of the company.
 1675         (2) The failure of a limited liability company to observe
 1676  formalities relating to the exercise of its powers or management
 1677  of its activities and affairs is not a ground for imposing
 1678  liability on a member or manager of the company for a debt,
 1679  obligation, or other liability of the company.
 1680         (3) The limitation of liability in this section is in
 1681  addition to the limitations of liability provided for in s.
 1682  605.04093.
 1683         605.0401 Becoming a member.—
 1684         (1) If a limited liability company is to have only one
 1685  member upon formation, the person becomes a member as agreed by
 1686  that person and the authorized representative of the company.
 1687  That person and the authorized representative may be, but need
 1688  not be, different persons. If different persons, the authorized
 1689  representative acts on behalf of the initial member.
 1690         (2) If a limited liability company is to have more than one
 1691  member upon formation, those persons become members as agreed by
 1692  the persons before the formation of the company. The authorized
 1693  representative acts on behalf of the persons in forming the
 1694  company and may be, but need not be, one of the persons.
 1695         (3) After formation of a limited liability company, a
 1696  person becomes a member:
 1697         (a) As provided in the operating agreement;
 1698         (b) As the result of a merger, interest exchange
 1699  conversion, or domestication under ss. 605.1001-605.1072, as
 1700  applicable;
 1701         (c) With the consent of all the members; or
 1702         (d) As provided in s. 605.0701(3).
 1703         (4) A person may become a member without acquiring a
 1704  transferable interest and without making or being obligated to
 1705  make a contribution to the limited liability company.
 1706         605.0402 Form of contribution.—A contribution may consist
 1707  of tangible or intangible property or other benefit to a limited
 1708  liability company, including money, services performed,
 1709  promissory notes, other agreements to contribute money or
 1710  property, and contracts for services to be performed.
 1711         605.0403 Liability for contributions.—
 1712         (1) A promise by a person to contribute to the limited
 1713  liability company is not enforceable unless it is set out in a
 1714  writing signed by the person.
 1715         (2) A person’s obligation to make a contribution to a
 1716  limited liability company is not excused by the person’s death,
 1717  disability, or other inability to perform personally.
 1718         (3) If a person does not fulfill an obligation to make a
 1719  contribution other than money, the person is obligated at the
 1720  option of the limited liability company to contribute money
 1721  equal to the value of the part of the contribution that has not
 1722  been made. The foregoing option is in addition to and not in
 1723  lieu of other rights, including the right to specific
 1724  performance, that the limited liability company may have against
 1725  the person under the articles of organization or operating
 1726  agreement or applicable law.
 1727         (4) The obligation of a person to make a contribution may
 1728  be compromised only by consent of all members. If a creditor of
 1729  a limited liability company extends credit or otherwise acts in
 1730  reliance on an obligation described in subsection (1) without
 1731  notice of a compromise under this subsection, the creditor may
 1732  enforce the obligation.
 1733         (5) An operating agreement may provide that the limited
 1734  liability company interest of a member who fails to make a
 1735  contribution that the member is obligated to make is subject to
 1736  specified penalties for or specified consequences of the
 1737  failure. The penalty or consequence may take the form of
 1738  reducing or eliminating the defaulting member’s proportionate
 1739  interest in a limited liability company, subordinating the
 1740  defaulting member’s limited liability company interest to that
 1741  of nondefaulting members, a forced sale of that limited
 1742  liability company interest, forfeiture of the defaulting
 1743  member’s limited liability company interest, the lending by
 1744  other members of the amount necessary to meet the defaulting
 1745  member’s commitment, a fixing of the value of the defaulting
 1746  member’s limited liability company interest by appraisal or by
 1747  formula and redemption or sale of the defaulting member’s
 1748  limited liability company interest at such value, or other
 1749  penalty or consequence.
 1750         605.0404 Sharing of distributions before dissolution and
 1751  profits and losses.—
 1752         (1) Distributions made by a limited liability company
 1753  before its dissolution and winding up must be shared by the
 1754  members and persons dissociated as members on the basis of the
 1755  agreed value, as stated in the company’s records, of the
 1756  contributions made by each of members and persons dissociated as
 1757  members to the extent that the contributions have been received
 1758  by the company, except to the extent necessary to comply with a
 1759  transfer effective under s. 605.0502 or charging order in effect
 1760  under s. 605.0503.
 1761         (2) A person has a right to a distribution before the
 1762  dissolution and winding up of a limited liability company only
 1763  if the company decides to make an interim distribution. A
 1764  person’s dissociation does not entitle the person to a
 1765  distribution.
 1766         (3) A person does not have a right to demand or receive a
 1767  distribution from a limited liability company in a form other
 1768  than money. Except as otherwise provided in s. 605.0710(4), a
 1769  limited liability company may distribute an asset in kind only
 1770  if each part of the asset is fungible with each other part and
 1771  each person receives a percentage of the asset equal in value to
 1772  the person’s share of distributions.
 1773         (4) If a member or transferee becomes entitled to receive a
 1774  distribution, the member or transferee has the status of and is
 1775  entitled to all remedies available to a creditor of the limited
 1776  liability company with respect to the distribution.
 1777         (5) Profits and losses of a limited liability company must
 1778  be allocated among the members and persons dissociated as
 1779  members on the basis of the agreed value, as stated in the
 1780  company’s records, of the contributions made by each of the
 1781  members and persons dissociated as members to the extent that
 1782  the contributions have been received by the company.
 1783         605.0405 Limitations on distributions.—
 1784         (1) A limited liability company may not make a
 1785  distribution, including a distribution under s. 605.0710, if
 1786  after the distribution:
 1787         (a) The company would not be able to pay its debts as they
 1788  become due in the ordinary course of the company’s activities
 1789  and affairs; or
 1790         (b) The company’s total assets would be less than the sum
 1791  of its total liabilities, plus the amount that would be needed
 1792  if the company were to be dissolved and wound up at the time of
 1793  the distribution, to satisfy the preferential rights upon
 1794  dissolution and winding up of members and transferees whose
 1795  preferential rights are superior to those of persons receiving
 1796  the distribution.
 1797         (2) A limited liability company may base a determination
 1798  that a distribution is not prohibited under subsection (1) on:
 1799         (a) Financial statements prepared on the basis of
 1800  accounting practices and principles that are reasonable under
 1801  the circumstances; or
 1802         (b) A fair valuation or other method that is reasonable
 1803  under the circumstances.
 1804         (3) Except as otherwise provided in subsection (5), the
 1805  effect of a distribution under subsection (1) is measured:
 1806         (a) In the case of a distribution by purchase, redemption,
 1807  or other acquisition of a transferable interest in the company,
 1808  as of the earlier of the date on which:
 1809         1. Money or other property is transferred or the debt is
 1810  incurred by the company; and
 1811         2. The person entitled to distribution ceases to own the
 1812  interest or right being acquired by the company in return for
 1813  the distribution.
 1814         (b) In the case of a distribution of indebtedness, as of
 1815  the date on which the indebtedness is distributed.
 1816         (c) In all other cases, as of the date on which:
 1817         1. The distribution is authorized if the payment occurs
 1818  within 120 days after that date; or
 1819         2. The payment is made if the payment occurs more than 120
 1820  days after the distribution is authorized.
 1821         (4) A limited liability company’s indebtedness to a member
 1822  or transferee incurred by reason of a distribution made in
 1823  accordance with this section is at parity with the company’s
 1824  indebtedness to its general, unsecured creditors, except to the
 1825  extent subordinated by agreement.
 1826         (5) A limited liability company’s indebtedness, including
 1827  indebtedness issued as a distribution, is not a liability for
 1828  purposes of subsection (1) if the terms of the indebtedness
 1829  provide that payment of principal and interest is made only if
 1830  and to the extent that a distribution could then be made under
 1831  this section. If the indebtedness is issued as a distribution,
 1832  and by its terms provides that the payments of principal and
 1833  interest are made only to the extent a distribution could be
 1834  made under this section, then each payment of principal or
 1835  interest of that indebtedness is treated as a distribution, the
 1836  effect of which is measured on the date the payment is actually
 1837  made.
 1838         (6) In measuring the effect of a distribution under s.
 1839  605.0710, the liabilities of a dissolved limited liability
 1840  company do not include a claim that is disposed of under ss.
 1841  605.0710-605.0713.
 1842         605.0406 Liability for improper distributions.—
 1843         (1) Except as otherwise provided in subsection (2), if a
 1844  member of a member-managed limited liability company or manager
 1845  of a manager-managed limited liability company consents to a
 1846  distribution made in violation of s. 605.0405 and, in consenting
 1847  to the distribution, fails to comply with s. 605.04091, the
 1848  member or manager is personally liable to the company for the
 1849  amount of the distribution which exceeds the amount that could
 1850  have been distributed without the violation of s. 605.0405.
 1851         (2) To the extent the operating agreement of a member
 1852  managed limited liability company expressly relieves a member of
 1853  the authority and responsibility to consent to distributions and
 1854  imposes that authority and responsibility on one or more other
 1855  members, the liability in subsection (1) applies to the other
 1856  members and not the member that the operating agreement relieves
 1857  of authority and responsibility.
 1858         (3) A person who receives a distribution knowing that the
 1859  distribution violated s. 605.0405 is personally liable to the
 1860  limited liability company, but only to the extent that the
 1861  distribution received by the person exceeded the amount that
 1862  could have been properly paid under s. 605.0405.
 1863         (4) A person against whom an action is commenced because
 1864  that person is or may be liable under subsection (1) may:
 1865         (a) Implead another person who is or may be liable under
 1866  subsection (1) and seek to enforce a right of contribution from
 1867  the person; or
 1868         (b) Implead a person who received a distribution in
 1869  violation of subsection (3) and seek to enforce a right of
 1870  contribution from an impleaded person in the amount the person
 1871  received in violation of subsection (3).
 1872         (5) An action under this section is barred unless commenced
 1873  within 2 years after the distribution.
 1874         605.0407 Management of limited liability company.—
 1875         (1) A limited liability company is a member-managed limited
 1876  liability company unless the operating agreement or articles of
 1877  organization:
 1878         (a) Expressly provide that:
 1879         1. The company is or will be manager-managed;
 1880         2. The company is or will be managed by managers; or
 1881         3. Management of the company is or will be vested in
 1882  managers; or
 1883         (b)Include words of similar import to those in 1.-3.
 1884  except that, unless the context in which the expression is used
 1885  otherwise requires, the terms “managing member” and “managing
 1886  members” do not, in and of themselves, constitute words of
 1887  similar import for this purpose.
 1888         (2) In a member-managed limited liability company, the
 1889  management and conduct of the company are vested in the members,
 1890  except as expressly provided in this chapter.
 1891         (3) In a manager-managed limited liability company, a
 1892  matter relating to the activities and affairs of the company is
 1893  decided exclusively by the manager, or if there is more than one
 1894  manager, by the managers, except as expressly provided in this
 1895  chapter.
 1896         (4) A member is not entitled to remuneration for services
 1897  performed for a member-managed limited liability company, except
 1898  for reasonable compensation for services rendered in winding up
 1899  the activities and affairs of the company, in the absence of an
 1900  agreement to the contrary.
 1901         (5) A limited liability company shall reimburse a member
 1902  for an advance to the company beyond the amount of capital the
 1903  member agreed to contribute.
 1904         (6) The dissolution of a limited liability company does not
 1905  affect the applicability of ss. 605.0407605.04074. However, a
 1906  person who wrongfully causes dissolution of the company loses
 1907  the right to participate in management as a member and a
 1908  manager.
 1909         605.04071 Delegation of rights and powers to manage.—A
 1910  member or manager of a limited liability company has the power
 1911  and authority to delegate to one or more other persons the
 1912  member’s or manager’s, as the case may be, rights and powers to
 1913  manage and control the business and affairs of the limited
 1914  liability company, including the power and authority to delegate
 1915  to agents, boards of managers, members, or directors, officers
 1916  and assistant officers, and employees of a member or manager of
 1917  the limited liability company, and the power and authority to
 1918  delegate by a management agreement or similar agreement with, or
 1919  otherwise to other persons. The delegation by a member or
 1920  manager will not cause the member or manager to cease to be a
 1921  member or manager, as the case may be, of the limited liability
 1922  company.
 1923         605.04072 Selection and terms of managers in a manager
 1924  managed limited liability company.—In a manager-managed limited
 1925  liability company, the following rules apply:
 1926         (1) A manager may be chosen at any time by the consent of
 1927  the member or members holding more than 50 percent of the then
 1928  current percentage or other interest in the profits of the
 1929  limited liability company owned by all of its members.
 1930         (2) A person need not be a member to be a manager.
 1931         (3) A person chosen as a manager continues as a manager
 1932  until a successor is chosen, unless the manager at an earlier
 1933  time resigns, is removed, or dies or, in the case of a manager
 1934  that is not an individual, terminates.
 1935         (4) A manager may be removed at any time without notice or
 1936  cause by the consent of the member or members holding more than
 1937  50 percent of the then-current percentage or other interest in
 1938  the profits of the limited liability company owned by all of its
 1939  members.
 1940         (5) The dissociation of a member who is also a manager
 1941  removes the person as a manager.
 1942         (6) If a person who is both a manager and a member ceases
 1943  to be a manager, that cessation does not, by itself, dissociate
 1944  the person as a member.
 1945         (7) A person’s ceasing to be a manager does not discharge a
 1946  debt, obligation, or other liability to the limited liability
 1947  company or members which the person incurred while a manager.
 1948         605.04073 Voting rights of members and managers.—
 1949         (1) In a member-managed limited liability company, the
 1950  following rules apply:
 1951         (a) Each member has the right to vote with respect to the
 1952  management and conduct of the company’s activities and affairs.
 1953         (b) Each member’s vote is proportionate to that member’s
 1954  then-current percentage or other interest in the profits of the
 1955  limited liability company owned by all members.
 1956         (c) Except as otherwise provided in this chapter, the
 1957  affirmative vote or consent of a majority-in-interest of the
 1958  members is required to undertake an act, whether within or
 1959  outside the ordinary course of the company’s activities and
 1960  affairs, including a transaction under ss. 605.1001-605.1072.
 1961         (d) The operating agreement and articles of organization
 1962  may be amended only with the affirmative vote or consent of all
 1963  members.
 1964         (2) In a manager-managed limited liability company, the
 1965  following rules apply:
 1966         (a) Each manager has equal rights in the management and
 1967  conduct of the company’s activities and affairs.
 1968         (b) Except as expressly provided in this chapter, a matter
 1969  relating to the activities and affairs of the company shall be
 1970  decided by the manager; if there is more than one manager, by
 1971  the affirmative vote or consent of a majority of the managers;
 1972  or if the action is taken without a meeting, by the managers’
 1973  unanimous consent in a record.
 1974         (c) Each member’s vote is proportionate to that member’s
 1975  then-current percentage or other interest in the profits of the
 1976  limited liability company owned by all members.
 1977         (d) Except as otherwise provided in this chapter, the
 1978  affirmative vote or consent of a majority-in-interest of the
 1979  members is required to undertake an act outside the ordinary
 1980  course of the company’s activities and affairs, including a
 1981  transaction under ss. 605.1001-605.1072.
 1982         (e) The operating agreement and articles of organization
 1983  may be amended only with the affirmative vote or consent of all
 1984  members.
 1985         (3) If a member has transferred all or a portion of the
 1986  member’s transferable interest in the limited liability company
 1987  to a person who is not admitted as a member and if the
 1988  transferring member has not been dissociated in accordance with
 1989  s. 605.0602(5)(b), the transferring member continues to be
 1990  entitled to vote on an action reserved to the members, with the
 1991  vote of the transferring member being proportionate to the then
 1992  current percentage or other interest in the profits of the
 1993  limited liability company owned by all members that the
 1994  transferring member would have if the transfer had not occurred.
 1995         (4) An action requiring the vote or consent of members
 1996  under this chapter may be taken without a meeting, and a member
 1997  may appoint a proxy or other agent to vote or consent for the
 1998  member by signing an appointing record, personally or by the
 1999  member’s agent. On an action taken by fewer than all of the
 2000  members without a meeting, notice of the action must be given to
 2001  those members who did not consent in writing to the action or
 2002  who were not entitled to vote on the action within 10 days after
 2003  the action was taken.
 2004         (5) An action requiring the vote or consent of managers
 2005  under this chapter may be taken without a meeting if the action
 2006  is unanimously approved by the managers in a record. A manager
 2007  may appoint a proxy or other agent to vote or consent for the
 2008  manager by signing an appointing record, personally or by the
 2009  manager’s agent.
 2010         (6) Meetings of members and meetings of managers may be
 2011  held by a conference telephone call or other communications
 2012  equipment if all persons participating in the meeting can hear
 2013  each other. Participation in a meeting pursuant to this
 2014  subsection constitutes presence in person at the meeting.
 2015         605.04074 Agency rights of members and managers.—
 2016         (1) In a member-managed limited liability company, the
 2017  following rules apply:
 2018         (a) Except as provided in subsection (3), each member is an
 2019  agent of the limited liability company for the purpose of its
 2020  activities and affairs. An act of a member, including signing an
 2021  agreement or instrument of transfer in the name of the company
 2022  for apparently carrying on in the ordinary course of the
 2023  company’s activities and affairs or activities and affairs of
 2024  the kind carried on by the company, binds the company unless the
 2025  member had no authority to act for the company in the particular
 2026  matter and the person with whom the member was dealing knew or
 2027  had notice that the member lacked authority.
 2028         (b) An act of a member which is not done for apparently
 2029  carrying on in the ordinary course of the limited liability
 2030  company’s activities and affairs or activities and affairs of
 2031  the kind carried on by the company, binds the company only if
 2032  the act was authorized by appropriate vote of the members.
 2033         (2) In a manager-managed limited liability company, the
 2034  following rules apply:
 2035         (a) A member is not an agent of the limited liability
 2036  company for the purpose of its business solely by reason of
 2037  being a member.
 2038         (b)Except as provided in subsection (3), each manager is
 2039  an agent of the limited liability company for the purpose of its
 2040  activities and affairs, and an act of a manager, including
 2041  signing an agreement or instrument of transfer in the name of
 2042  the company, for apparently carrying on in the ordinary course
 2043  of the company’s activities and affairs or activities and
 2044  affairs of the kind carried on by the company, binds the company
 2045  unless the manager had no authority to act for the company in
 2046  the particular matter and the person with whom the manager was
 2047  dealing knew or had notice that the manager lacked authority.
 2048         (c) An act of a manager which is not apparently for
 2049  carrying on in the ordinary course of the limited liability
 2050  company’s activities and affairs or activities and affairs of
 2051  the kind carried on by the company, binds the company only if
 2052  the act was authorized by appropriate vote of the members.
 2053         (3) Unless a certified statement of authority recorded in
 2054  the applicable real estate records limits the authority of a
 2055  member or a manager, a member of a member-managed company or a
 2056  manager of a manager-managed company may sign and deliver an
 2057  instrument transferring or affecting the limited liability
 2058  company’s interest in real property. The instrument is
 2059  conclusive in favor of a person who gives value without
 2060  knowledge of the lack of the authority of the person signing and
 2061  delivering the instrument.
 2062         605.0408 Reimbursement, indemnification, advancement, and
 2063  insurance.—
 2064         (1) A limited liability company may reimburse a member of a
 2065  member-managed company or a manager of a manager-managed company
 2066  for any payment made by the member or manager in the course of
 2067  the member’s or manager’s activities on behalf of the company if
 2068  the member or manager complied with ss. 605.0407-605.04074, this
 2069  section, and s. 605.04091 in making the payment.
 2070         (2) A limited liability company may indemnify and hold
 2071  harmless a person with respect to a claim or demand against the
 2072  person and a debt, obligation, or other liability incurred by
 2073  the person by reason of the person’s former or present capacity
 2074  as a member or manager if the claim, demand, debt, obligation,
 2075  or other liability does not arise from the person’s breach of s.
 2076  605.0405, s. 605.0407, s. 605.04071, s. 605.04072, s. 605.04073,
 2077  s. 605.04074, or s. 605.04091.
 2078         (3) In the ordinary course of its activities and affairs, a
 2079  limited liability company may advance reasonable expenses,
 2080  including attorney fees and costs, incurred by a person in
 2081  connection with a claim or demand against the person by reason
 2082  of the person’s former or present capacity as a member or
 2083  manager if the person promises to repay the company in the event
 2084  that the person ultimately is determined not to be entitled to
 2085  be indemnified under subsection (2).
 2086         (4) A limited liability company may purchase and maintain
 2087  insurance on behalf of a member or manager of the company
 2088  against liability asserted against or incurred by the member or
 2089  manager in that capacity or arising from that status even if:
 2090         (a) Under s. 605.0105(3)(g) the operating agreement could
 2091  not eliminate or limit the person’s liability to the company for
 2092  the conduct giving rise to the liability; and
 2093         (b) Under s. 605.0105(3)(p) the operating agreement could
 2094  not provide for indemnification for the conduct giving rise to
 2095  the liability.
 2096         605.04091 Standards of conduct for members and managers.—
 2097         (1) Each manager of a manager-managed limited liability
 2098  company and member of a member-managed limited liability company
 2099  owes fiduciary duties of loyalty and care to the limited
 2100  liability company and members of the limited liability company.
 2101         (2) The duty of loyalty is limited to:
 2102         (a) Accounting to the limited liability company and holding
 2103  as trustee for it any property, profit, or benefit derived by
 2104  the manager or member, as applicable:
 2105         1. In the conduct or winding up of the company’s activities
 2106  and affairs;
 2107         2. From the use by the member or manager of the company’s
 2108  property; or
 2109         3. From the appropriation of a company opportunity;
 2110         (b) Refraining from dealing with the company in the conduct
 2111  or winding up of the company’s activities and affairs as, or on
 2112  behalf of, a person having an interest adverse to the company,
 2113  except to the extent that a transaction satisfies the
 2114  requirements of this section; and
 2115         (c) Refraining from competing with the company in the
 2116  conduct of the company’s activities and affairs before the
 2117  dissolution of the company.
 2118         (3) The duty of care in the conduct or winding up of the
 2119  company’s activities and affairs is limited to refraining from
 2120  engaging in grossly negligent or reckless conduct, willful or
 2121  intentional misconduct, or a knowing violation of law.
 2122         (4) A manager of a manager-managed limited liability
 2123  company and a member of a member-managed limited liability
 2124  company shall discharge their duties and obligations under this
 2125  chapter or under the operating agreement and exercise any rights
 2126  consistently with the obligation of good faith and fair dealing.
 2127         (5) A manager of a manager-managed limited liability
 2128  company or a member of a member-managed limited liability
 2129  company does not violate a duty or obligation under this chapter
 2130  or under the operating agreement solely because the manager’s or
 2131  member’s conduct furthers the manager’s or member’s own
 2132  interest.
 2133         (6) In discharging his, her, or its duties, a manager of a
 2134  manager-managed limited liability company or a member of a
 2135  member-managed limited liability company is entitled to rely on
 2136  information, opinions, reports, or statements, including
 2137  financial statements and other financial data, if prepared or
 2138  presented by any of the following:
 2139         (a) One or more members or employees of the limited
 2140  liability company whom the manager or member reasonably believes
 2141  to be reliable and competent in the matters presented.
 2142         (b) Legal counsel, public accountants, or other persons as
 2143  to matters the manager or member reasonably believes are within
 2144  the persons’ professional or expert competence.
 2145         (c) A committee of managers or members of which the
 2146  affected manager or member is not a participant, if the manager
 2147  or member reasonably believes the committee merits confidence.
 2148         (7) A manager or member, as applicable, is not acting in
 2149  good faith if the manager or member has knowledge concerning the
 2150  matter in question which makes reliance otherwise authorized
 2151  under subsection (6) unwarranted.
 2152         (8) In discharging his, her, or its duties, a manager of a
 2153  manager-managed limited liability company or member of a member
 2154  managed limited liability company may consider factors that the
 2155  manager or member deems relevant, including the long-term
 2156  prospects and interests of the limited liability company and its
 2157  members, and the social, economic, legal, or other effects of
 2158  any action on the employees, suppliers, and customers of the
 2159  limited liability company, the communities and society in which
 2160  the limited liability company operates, and the economy of this
 2161  state and the nation.
 2162         (9) This section applies to a person winding up the limited
 2163  liability company activities and affairs as the legal
 2164  representative of the last surviving member as if such person
 2165  were subject to this section.
 2166         605.04092 Conflict of interest transactions.—
 2167         (1) As used in this section, the following terms and
 2168  definitions apply:
 2169         (a) A member or manager is “indirectly” a party to a
 2170  transaction if that member or manager has a material financial
 2171  interest in or is a director, officer, member, manager, or
 2172  partner of a person, other than the limited liability company,
 2173  who is a party to the transaction.
 2174         (b) A member or manager has an “indirect material financial
 2175  interest” if a spouse or other family member has a material
 2176  financial interest in the transaction, other than having an
 2177  indirect interest as a member or manager of the limited
 2178  liability company, or if the transaction is with an entity,
 2179  other than the limited liability company, which has a material
 2180  financial interest in the transaction and controls, or is
 2181  controlled by, the member or manager or another person specified
 2182  in this subsection.
 2183         (c) “Fair to the limited liability company” means that the
 2184  transaction, as a whole, is beneficial to the limited liability
 2185  company and its members, taking into appropriate account whether
 2186  it is:
 2187         1. Fair in terms of the member’s or manager’s dealings with
 2188  the limited liability company in connection with that
 2189  transaction; and
 2190         2. Comparable to what might have been obtainable in an
 2191  arm’s length transaction.
 2192         (2) If the requirements of this section have been
 2193  satisfied, a transaction between a limited liability company and
 2194  one or more of its members or managers, or another entity in
 2195  which one or more of the limited liability company’s members or
 2196  managers have a financial or other interest, is not void or
 2197  voidable because of that relationship or interest; because the
 2198  members or managers are present at the meeting of the members or
 2199  managers at which the transaction was authorized, approved,
 2200  effectuated, or ratified; or because the votes of the members or
 2201  managers are counted for such purpose.
 2202         (3) If a transaction is fair to the limited liability
 2203  company at the time it is authorized, approved, effectuated, or
 2204  ratified, the fact that a member or manager of the limited
 2205  liability company is directly or indirectly a party to the
 2206  transaction, other than being an indirect party as a result of
 2207  being a member or manager of the limited liability company, or
 2208  has a direct or indirect material financial interest or other
 2209  interest in the transaction, other than having an indirect
 2210  interest as a result of being a member or manager of the limited
 2211  liability company, is not grounds for equitable relief and does
 2212  not give rise to an award of damages or other sanctions.
 2213         (4)(a) In a proceeding challenging the validity of a
 2214  transaction described in subsection (3), the person challenging
 2215  the validity has the burden of proving the lack of fairness of
 2216  the transaction if:
 2217         1. In a manager-managed limited liability company, the
 2218  material facts of the transaction and the member’s or manager’s
 2219  interest in the transaction were disclosed or known to the
 2220  managers or a committee of managers who voted upon the
 2221  transaction and the transaction was authorized, approved, or
 2222  ratified by a majority of the disinterested managers even if the
 2223  disinterested managers constitute less than a quorum; however,
 2224  the transaction cannot be authorized, approved, or ratified
 2225  under this subsection solely by a single manager; and
 2226         2. In a member-managed limited liability company, or a
 2227  manager-managed limited liability company in which the managers
 2228  have failed to or cannot act under subparagraph 1., the material
 2229  facts of the transaction and the member’s or manager’s interest
 2230  in the transaction were disclosed or known to the members who
 2231  voted upon such transaction and the transaction was authorized,
 2232  approved, or ratified by a majority-in-interest of the
 2233  disinterested members even if the disinterested members
 2234  constitute less than a quorum; however, the transaction cannot
 2235  be authorized, approved, or ratified under this subsection
 2236  solely by a single member; or
 2237         (b) If neither of the conditions provided in paragraph (a)
 2238  has been satisfied, the person defending or asserting the
 2239  validity of a transaction described in subsection (3) has the
 2240  burden of proving its fairness in a proceeding challenging the
 2241  validity of the transaction.
 2242         (5) The presence of or a vote cast by a manager or member
 2243  with an interest in the transaction does not affect the validity
 2244  of an action taken under paragraph (4)(a) if the transaction is
 2245  otherwise authorized, approved, or ratified as provided in that
 2246  subsection, but the presence or vote of the manager or member
 2247  may be counted for purposes of determining whether the
 2248  transaction is approved under other sections of this chapter.
 2249         (6) In addition to other grounds for challenge, a party
 2250  challenging the validity of the transaction is not precluded
 2251  from asserting and proving that a particular member or manager
 2252  was not disinterested on grounds of financial or other interest
 2253  for purposes of the vote on, consent to, or approval of the
 2254  transaction.
 2255         605.04093 Limitation of liability of managers and members.—
 2256         (1) A manager in a manager-managed limited liability
 2257  company or a member in a member-managed limited liability
 2258  company is not personally liable for monetary damages to the
 2259  limited liability company, its members, or any other person for
 2260  any statement, vote, decision, or failure to act regarding
 2261  management or policy decisions by a manager in a manager-managed
 2262  limited liability company or a member in a member-managed
 2263  limited liability company unless:
 2264         (a) The manager or member breached or failed to perform the
 2265  duties as a manager in a manager-managed limited liability
 2266  company or a member in a member-managed limited liability
 2267  company; and
 2268         (b) The manager’s or member’s breach of, or failure to
 2269  perform, those duties constitutes any of the following:
 2270         1. A violation of the criminal law unless the manager or
 2271  member had a reasonable cause to believe his, her, or its
 2272  conduct was lawful or had no reasonable cause to believe such
 2273  conduct was unlawful. A judgment or other final adjudication
 2274  against a manager or member in any criminal proceeding for a
 2275  violation of the criminal law estops that manager or member from
 2276  contesting the fact that such breach, or failure to perform,
 2277  constitutes a violation of the criminal law, but does not estop
 2278  the manager or member from establishing that he, she, or it had
 2279  reasonable cause to believe that his, her, or its conduct was
 2280  lawful or had no reasonable cause to believe that such conduct
 2281  was unlawful.
 2282         2. A transaction from which the manager or member derived
 2283  an improper personal benefit, directly or indirectly.
 2284         3. A distribution in violation of s. 605.0406.
 2285         4. In a proceeding by or in the right of the limited
 2286  liability company to procure a judgment in its favor or by or in
 2287  the right of a member, conscious disregard of the best interest
 2288  of the limited liability company, or willful misconduct.
 2289         5. In a proceeding by or in the right of someone other than
 2290  the limited liability company or a member, recklessness or an
 2291  act or omission that was committed in bad faith or with
 2292  malicious purpose or in a manner exhibiting wanton and willful
 2293  disregard of human rights, safety, or property.
 2294         (2) As used in this section, the term “recklessness” means
 2295  acting or failing to act in conscious disregard of a risk known,
 2296  or a risk so obvious that it should have been known, to the
 2297  manager in a manager-managed limited liability company or the
 2298  member in a member-managed limited liability company, and known
 2299  to the manager or member, or so obvious that it should have been
 2300  known, to be so great as to make it highly probable that harm
 2301  would follow from such action or failure to act.
 2302         (3) A manager in a manager-managed limited liability
 2303  company or a member in a member-managed limited liability
 2304  company is deemed not to have derived an improper personal
 2305  benefit from any transaction if the transaction has been
 2306  approved in the manner as is provided in s. 605.04092 or is fair
 2307  to the limited liability company as defined in s.
 2308  605.04092(1)(c).
 2309         (4) The circumstances set forth in subsection (3) are not
 2310  exclusive and do not preclude the existence of other
 2311  circumstances under which a manager in a manager-managed limited
 2312  liability company or a member in a member-managed limited
 2313  liability company will be deemed not to have derived an improper
 2314  benefit.
 2315         605.0410 Records to be kept; rights of member, manager, and
 2316  person dissociated to information.—
 2317         (1) A limited liability company shall keep at its principal
 2318  office or another location the following records:
 2319         (a) A current list of the full names and last known
 2320  business, residence, or mailing addresses of each member and
 2321  manager.
 2322         (b) A copy of the then-effective operating agreement, if
 2323  made in a record, and all amendments thereto if made in a
 2324  record.
 2325         (c) A copy of the articles of organization, articles of
 2326  merger, articles of interest exchange, articles of conversion,
 2327  and articles of domestication, and other documents and all
 2328  amendments thereto, concerning the limited liability company
 2329  which were filed with the department, together with executed
 2330  copies of any powers of attorney pursuant to which any articles
 2331  of organization or such other documents were executed.
 2332         (d) Copies of the limited liability company’s federal,
 2333  state, and local income tax returns and reports, if any, for the
 2334  3 most recent years.
 2335         (e) Copies of the financial statements of the limited
 2336  liability company, if any, for the 3 most recent years.
 2337         (f) Unless contained in an operating agreement made in a
 2338  record, a record stating the amount of cash and a description
 2339  and statement of the agreed value of the property or other
 2340  benefits contributed and agreed to be contributed by each
 2341  member, and the times at which or occurrence of events upon
 2342  which additional contributions agreed to be made by each member
 2343  are to be made.
 2344         (2) In a member-managed limited liability company, the
 2345  following rules apply:
 2346         (a) Upon reasonable notice, a member may inspect and copy
 2347  during regular business hours, at a reasonable location
 2348  specified by the company:
 2349         1. The records described in subsection (1); and
 2350         2. Each other record maintained by the company regarding
 2351  the company’s activities, affairs, financial condition, and
 2352  other circumstances, to the extent the information is material
 2353  to the member’s rights and duties under the operating agreement
 2354  or this chapter.
 2355         (b) The company shall furnish to each member:
 2356         1. Without demand, any information concerning the company’s
 2357  activities, affairs, financial condition, and other
 2358  circumstances that the company knows and are material to the
 2359  proper exercise of the member’s rights and duties under the
 2360  operating agreement or this chapter, except to the extent the
 2361  company can establish that it reasonably believes the member
 2362  already knows the information; and
 2363         2. On demand, other information concerning the company’s
 2364  activities, affairs, financial condition, and other
 2365  circumstances, except to the extent the demand or information
 2366  demanded is unreasonable or otherwise improper under the
 2367  circumstances.
 2368         (c) The duty to furnish information under this subsection
 2369  also applies to each member to the extent the member knows any
 2370  of the information described in this subsection.
 2371         (3) In a manager-managed limited liability company, the
 2372  following rules apply:
 2373         (a) The informational rights stated in subsection (2) and
 2374  the duty stated in paragraph (2)(c) apply to the managers and
 2375  not to the members.
 2376         (b) During regular business hours and at a reasonable
 2377  location specified by the company, a member may inspect and
 2378  copy:
 2379         1. The records described in subsection (1);
 2380         2. Full information regarding the activities, affairs,
 2381  financial condition, and other circumstances of the company as
 2382  is just and reasonable if:
 2383         a. The member seeks the information for a purpose
 2384  reasonably related to the member’s interest as a member; or
 2385         b. The member makes a demand in a record received by the
 2386  company, describing with reasonable particularity the
 2387  information sought and the purpose for seeking the information,
 2388  and if the information sought is directly connected to the
 2389  member’s purpose.
 2390         (c) Within 10 days after receiving a demand pursuant to
 2391  subparagraph (2)(b)2., the company shall, in a record, inform
 2392  the member who made the demand of:
 2393         1. The information that the company will provide in
 2394  response to the demand and when and where the company will
 2395  provide the information; and
 2396         2. The company’s reasons for declining, if the company
 2397  declines to provide any demanded information.
 2398         (d) If this chapter or an operating agreement provides for
 2399  a member to give or withhold consent to a matter, before the
 2400  consent is given or withheld, the company shall, without demand,
 2401  provide the member with all information that is known to the
 2402  company and is material to the member’s decision.
 2403         (4) Subject to subsection (9), on 10 days’ demand made in a
 2404  record received by a limited liability company, a person
 2405  dissociated as a member may have access to information to which
 2406  the person was entitled while a member if:
 2407         (a) The information pertains to the period during which the
 2408  person was a member;
 2409         (b) The person seeks the information in good faith; and
 2410         (c) The person satisfies the requirements imposed on a
 2411  member by paragraph (3)(b).
 2412         (5) A limited liability company shall respond to a demand
 2413  made pursuant to subsection (4) in the manner provided in
 2414  paragraph (3)(c).
 2415         (6) A limited liability company may charge a person who
 2416  makes a demand under this section the reasonable costs of
 2417  copying, which costs are limited to the costs of labor and
 2418  materials.
 2419         (7) A member or person dissociated as a member may exercise
 2420  rights under this section through an agent or, in the case of an
 2421  individual under legal disability or an entity that is dissolved
 2422  or its existence terminated, through a legal representative. A
 2423  restriction or condition imposed by the operating agreement or
 2424  under subsection (10) applies both to the agent or legal
 2425  representative and the member or person dissociated as a member.
 2426         (8) Subject to subsection (9), the rights under this
 2427  section do not extend to a person as transferee.
 2428         (9) If a member dies, s. 605.0504 applies.
 2429         (10) In addition to a restriction or condition stated in
 2430  the operating agreement, a limited liability company, as a
 2431  matter within the ordinary course of its activities and affairs,
 2432  may impose reasonable restrictions and conditions on access to
 2433  and use of information to be furnished under this section,
 2434  including designating information confidential and imposing
 2435  nondisclosure and safeguarding obligations on the recipient. In
 2436  a dispute concerning the reasonableness of a restriction under
 2437  this subsection, the company has the burden of proving
 2438  reasonableness. This subsection does not apply to the request by
 2439  a member for the records described in subsection (1).
 2440         605.0411 Court-ordered inspection.—
 2441         (1) If a limited liability company does not allow a member,
 2442  manager, or other person who complies with s. 605.0410(2)(a),
 2443  (3)(a), (3)(b), or (4), as applicable, to inspect and copy any
 2444  records required by that section to be available for inspection,
 2445  the circuit court in the county where the limited liability
 2446  company’s principal office is or was last located, as shown by
 2447  the records of the department or, if there is no principal
 2448  office in this state, where its registered office is or was last
 2449  located, may summarily order inspection and copying of the
 2450  records demanded, at the limited liability company’s expense,
 2451  upon application of the member, manager, or other person.
 2452         (2) If the court orders inspection or copying of the
 2453  records demanded, it shall also order the limited liability
 2454  company to pay the costs, including reasonable attorney fees,
 2455  reasonably incurred by the member, manager, or other person
 2456  seeking the records to obtain the order and enforce its rights
 2457  under this section unless the limited liability company proves
 2458  that it refused inspection in good faith because the company had
 2459  a reasonable basis for doubt about the right of the member,
 2460  manager, or such other person to inspect or copy the records
 2461  demanded.
 2462         (3) If the court orders inspection or copying of the
 2463  records demanded, it may impose reasonable restrictions on the
 2464  use or distribution of the records by the member, manager, or
 2465  other person demanding such records.
 2466         605.0501 Nature of transferable interest.—A transferable
 2467  interest is personal property.
 2468         605.0502 Transfer of transferable interest.—
 2469         (1) Subject to s. 605.0503, a transfer, in whole or in
 2470  part, of a transferable interest:
 2471         (a) Is permissible;
 2472         (b) Does not by itself cause a member’s dissociation or a
 2473  dissolution and winding up of the limited liability company’s
 2474  activities and affairs; and
 2475         (c) Does not entitle the transferee to:
 2476         1. Participate in the management or conduct of the
 2477  company’s activities and affairs; or
 2478         2. Except as otherwise provided in subsection (3), have
 2479  access to records or other information concerning the company’s
 2480  activities and affairs.
 2481         (2) A transferee has the right to receive, in accordance
 2482  with the transfer, distributions to which the transferor would
 2483  otherwise be entitled.
 2484         (3) In a dissolution and winding up of a limited liability
 2485  company, a transferee is entitled to an account of the company’s
 2486  transactions only from the date of dissolution.
 2487         (4) A transferable interest may be evidenced by a
 2488  certificate of the interest issued by the limited liability
 2489  company in a record, and, subject to this section, the interest
 2490  represented by the certificate may be transferred by a transfer
 2491  of the certificate.
 2492         (5) A limited liability company need not give effect to a
 2493  transferee’s rights under this section until the company knows
 2494  or has notice of the transfer.
 2495         (6) A transfer of a transferable interest in violation of a
 2496  restriction on transfer contained in the operating agreement is
 2497  ineffective as to a person who has knowledge or notice of the
 2498  restriction at the time of transfer.
 2499         (7) Except as otherwise provided in s. 605.0602(5)(b), if a
 2500  member transfers a transferable interest, the transferor retains
 2501  the rights of a member other than the transferable interest
 2502  transferred and retains all the duties and obligations of a
 2503  member.
 2504         (8) If a member transfers a transferable interest to a
 2505  person who becomes a member with respect to the transferred
 2506  interest, the transferee is liable for the member’s obligations
 2507  under ss. 605.0403 and 605.0406(3) which are known to the
 2508  transferee at the time the transferee becomes a member.
 2509         605.0503 Charging order.—
 2510         (1) On application to a court of competent jurisdiction by
 2511  a judgment creditor of a member or a transferee, the court may
 2512  enter a charging order against the transferable interest of the
 2513  member or transferee for payment of the unsatisfied amount of
 2514  the judgment with interest. Except as provided in subsection
 2515  (5), a charging order constitutes a lien upon a judgment
 2516  debtor’s transferable interest and requires the limited
 2517  liability company to pay over to the judgment creditor a
 2518  distribution that would otherwise be paid to the judgment
 2519  debtor.
 2520         (2) This chapter does not deprive a member or transferee of
 2521  the benefit of any exemption law applicable to the transferable
 2522  interest of the member or transferee.
 2523         (3) Except as provided in subsections (4) and (5), a
 2524  charging order is the sole and exclusive remedy by which a
 2525  judgment creditor of a member or member’s transferee may satisfy
 2526  a judgment from the judgment debtor’s interest in a limited
 2527  liability company or rights to distributions from the limited
 2528  liability company.
 2529         (4) In the case of a limited liability company that has
 2530  only one member, if a judgment creditor of a member or member’s
 2531  transferee establishes to the satisfaction of a court of
 2532  competent jurisdiction that distributions under a charging order
 2533  will not satisfy the judgment within a reasonable time, a
 2534  charging order is not the sole and exclusive remedy by which the
 2535  judgment creditor may satisfy the judgment against a judgment
 2536  debtor who is the sole member of a limited liability company or
 2537  the transferee of the sole member, and upon such showing, the
 2538  court may order the sale of that interest in the limited
 2539  liability company pursuant to a foreclosure sale. A judgment
 2540  creditor may make a showing to the court that distributions
 2541  under a charging order will not satisfy the judgment within a
 2542  reasonable time at any time after the entry of the judgment and
 2543  may do so at the same time that the judgment creditor applies
 2544  for the entry of a charging order.
 2545         (5) If a limited liability company has only one member and
 2546  the court orders a foreclosure sale of a judgment debtor’s
 2547  interest in the limited liability company or of a charging order
 2548  lien against the sole member of the limited liability company
 2549  pursuant to subsection (4):
 2550         (a) The purchaser at the court-ordered foreclosure sale
 2551  obtains the member’s entire limited liability company interest,
 2552  not merely the rights of a transferee;
 2553         (b) The purchaser at the sale becomes the member of the
 2554  limited liability company; and
 2555         (c) The person whose limited liability company interest is
 2556  sold pursuant to the foreclosure sale or is the subject of the
 2557  foreclosed charging order ceases to be a member of the limited
 2558  liability company.
 2559         (6) In the case of a limited liability company that has
 2560  more than one member, the remedy of foreclosure on a judgment
 2561  debtor’s interest in the limited liability company or against
 2562  rights to distribution from the limited liability company is not
 2563  available to a judgment creditor attempting to satisfy the
 2564  judgment and may not be ordered by a court.
 2565         (7) This section does not limit any of the following:
 2566         (a) The rights of a creditor who has been granted a
 2567  consensual security interest in a limited liability company
 2568  interest to pursue the remedies available to the secured
 2569  creditor under other law applicable to secured creditors.
 2570         (b) The principles of law and equity which affect
 2571  fraudulent transfers.
 2572         (c) The availability of the equitable principles of alter
 2573  ego, equitable lien, or constructive trust or other equitable
 2574  principles not inconsistent with this section.
 2575         (d) The continuing jurisdiction of the court to enforce its
 2576  charging order in a manner consistent with this section.
 2577         605.0504 Power of legal representative.—If a member who is
 2578  an individual dies or a court of competent jurisdiction adjudges
 2579  the member to be incompetent to manage the member’s person or
 2580  property, the member’s legal representative may exercise all of
 2581  the member’s rights for the purpose of settling the member’s
 2582  estate or administering the member’s property, including any
 2583  power the member had to give a transferee the right to become a
 2584  member. If a member is a corporation, trust, or other entity and
 2585  is dissolved or terminated, the powers of that member may be
 2586  exercised by its legal representative.
 2587         605.0601 Power to dissociate as member; wrongful
 2588  dissociation.—
 2589         (1) A person has the power to dissociate as a member at any
 2590  time, rightfully or wrongfully, by withdrawing as a member by
 2591  express will under s. 605.0602(1).
 2592         (2) A person’s dissociation as a member is wrongful only if
 2593  the dissociation:
 2594         (a) Is in breach of an express provision of the operating
 2595  agreement; or
 2596         (b) Occurs before completion of the winding up of the
 2597  company, and:
 2598         1. The person withdraws as a member by express will;
 2599         2. The person is expelled as a member by judicial order
 2600  under s. 605.0602(6);
 2601         3. The person is dissociated under s. 605.0602(8); or
 2602         4. In the case of a person that is not a trust other than a
 2603  business trust, an estate, or an individual, the person is
 2604  expelled or otherwise dissociated as a member because it
 2605  willfully dissolved or terminated.
 2606         (3) A person who wrongfully dissociates as a member is
 2607  liable to the limited liability company and, subject to s.
 2608  605.0801, to the other members for damages caused by the
 2609  dissociation. The liability is in addition to each debt,
 2610  obligation, or other liability of the member to the company or
 2611  the other members.
 2612         (4) Notwithstanding anything to the contrary under
 2613  applicable law, the articles of organization or operating
 2614  agreement may provide that a limited liability company interest
 2615  may not be assigned before the dissolution and winding up of the
 2616  limited liability company.
 2617         605.0602 Events causing dissociation.—A person is
 2618  dissociated as a member if any of the following occur:
 2619         (1) The company has notice of the person’s express will to
 2620  withdraw as a member, but if the person specified a withdrawal
 2621  date later than the date the company had notice, on that later
 2622  date.
 2623         (2) An event stated in the operating agreement as causing
 2624  the person’s dissociation occurs.
 2625         (3) The person’s entire interest is transferred in a
 2626  foreclosure sale under s. 605.0503(5).
 2627         (4) The person is expelled as a member pursuant to the
 2628  operating agreement.
 2629         (5) The person is expelled as a member by the unanimous
 2630  consent of the other members if any of the following occur:
 2631         (a) It is unlawful to carry on the company’s activities and
 2632  affairs with the person as a member.
 2633         (b) There has been a transfer of the person’s entire
 2634  transferable interest in the company other than:
 2635         1. A transfer for security purposes; or
 2636         2. A charging order in effect under s. 605.0503 which has
 2637  not been foreclosed.
 2638         (c) The person is a corporation and:
 2639         1. The company notifies the person that it will be expelled
 2640  as a member because the person has filed articles or a
 2641  certificate of dissolution or the equivalent, the person has
 2642  been administratively dissolved, its charter or equivalent has
 2643  been revoked, or the person’s right to conduct business has been
 2644  suspended by the person’s jurisdiction of its formation; and
 2645         2. Within 90 days after the notification, the articles or
 2646  certificate of dissolution or the equivalent has not been
 2647  revoked or its charter or right to conduct business has not been
 2648  reinstated.
 2649         (d) The person is an unincorporated entity that has been
 2650  dissolved and whose business is being wound up.
 2651         (6) On application by the company or a member in a direct
 2652  action under s. 605.0801, the person is expelled as a member by
 2653  judicial order because the person:
 2654         (a) Has engaged or is engaging in wrongful conduct that has
 2655  affected adversely and materially, or will affect adversely and
 2656  materially, the company’s activities and affairs;
 2657         (b) Has committed willfully or persistently, or is
 2658  committing willfully and persistently, a material breach of the
 2659  operating agreement or a duty or obligation under s. 605.04091;
 2660  or
 2661         (c) Has engaged or is engaging in conduct relating to the
 2662  company’s activities and affairs which makes it not reasonably
 2663  practicable to carry on the activities and affairs with the
 2664  person as a member.
 2665         (7) In the case of an individual:
 2666         (a) The individual dies; or
 2667         (b) In a member-managed limited liability company:
 2668         1. A guardian or general conservator for the individual is
 2669  appointed; or
 2670         2. There is a judicial order that the individual has
 2671  otherwise become incapable of performing the individual’s duties
 2672  as a member under this chapter or the operating agreement.
 2673         (8) In a member-managed limited liability company, the
 2674  person:
 2675         (a) Becomes a debtor in bankruptcy;
 2676         (b) Executes an assignment for the benefit of creditors; or
 2677         (c) Seeks, consents to, or acquiesces in the appointment of
 2678  a trustee, receiver, or liquidator of the person or of all or
 2679  substantially all the person’s property.
 2680         (9) In the case of a person that is a testamentary or inter
 2681  vivos trust or is acting as a member by virtue of being a
 2682  trustee of such a trust, the trust’s entire transferable
 2683  interest in the company is distributed.
 2684         (10) In the case of a person that is an estate or is acting
 2685  as a member by virtue of being a legal representative of an
 2686  estate, the estate’s entire transferable interest in the company
 2687  is distributed.
 2688         (11) In the case of a person that is not an individual, the
 2689  existence of the person terminates.
 2690         (12) The company participates in a merger under ss.
 2691  605.1021-605.1026 and:
 2692         (a) The company is not the surviving entity; or
 2693         (b) Otherwise as a result of the merger, the person ceases
 2694  to be a member.
 2695         (13) The company participates in an interest exchange under
 2696  ss. 605.1031-605.1036, and the person ceases to be a member.
 2697         (14) The company participates in a conversion under ss.
 2698  605.1041-605.1046, and the person ceases to be member.
 2699         (15) The company dissolves and completes winding up.
 2700         605.0603 Effect of dissociation.—
 2701         (1) If a person is dissociated as a member:
 2702         (a) The person’s right to participate as a member in the
 2703  management and conduct of the company’s activities and affairs
 2704  terminates;
 2705         (b) If the company is member-managed, the person’s duties
 2706  and obligations under s. 605.04091 as a member end with regard
 2707  to matters arising and events occurring after the person’s
 2708  dissociation; and
 2709         (c) Subject to s. 605.0504 and ss. 605.1001-605.1072, a
 2710  transferable interest owned by the person in the person’s
 2711  capacity immediately before dissociation as a member is owned by
 2712  the person solely as a transferee.
 2713         (2) A person’s dissociation as a member does not, of
 2714  itself, discharge the person from a debt, obligation, or other
 2715  liability to the company or the other members which the person
 2716  incurred while a member.
 2717         605.0701 Events causing dissolution.—A limited liability
 2718  company is dissolved and its activities and affairs must be
 2719  wound up upon the occurrence of the following:
 2720         (1) An event or circumstance that the operating agreement
 2721  states causes dissolution.
 2722         (2) The consent of all the members.
 2723         (3) The passage of 90 consecutive days during which the
 2724  company has no members, unless:
 2725         (a) Consent to admit at least one specified person as a
 2726  member is given by transferees owning the rights to receive a
 2727  majority of distributions as transferees at the time the consent
 2728  is to be effective; and
 2729         (b) At least one person becomes a member in accordance with
 2730  the consent.
 2731         (4) The entry of a decree of judicial dissolution in
 2732  accordance with s. 605.0705.
 2733         (5) The filing of a statement of administrative dissolution
 2734  by the department pursuant to s. 605.0714.
 2735         605.0702 Grounds for judicial dissolution.—
 2736         (1)A circuit court may dissolve a limited liability
 2737  company:
 2738         (a)In a proceeding by the Department of Legal Affairs if
 2739  it is established that:
 2740         1.The limited liability company obtained its articles of
 2741  organization through fraud; or
 2742         2. The limited liability company has continued to exceed or
 2743  abuse the authority conferred upon it by law.
 2744  
 2745  The enumeration in subparagraphs 1. and 2. of grounds for
 2746  involuntary dissolution does not exclude actions or special
 2747  proceedings by the Department of Legal Affairs or a state
 2748  official for the annulment or dissolution of a limited liability
 2749  company for other causes as provided in another law of this
 2750  state.
 2751         (b)In a proceeding by a manager or member if it is
 2752  established that:
 2753         1. The conduct of all or substantially all of the company’s
 2754  activities and affairs is unlawful;
 2755         2. It is not reasonably practicable to carry on the
 2756  company’s activities and affairs in conformity with the articles
 2757  of organization and the operating agreement;
 2758         3. The managers or members in control of the company have
 2759  acted, are acting, or are reasonably expected to act in a manner
 2760  that is illegal or fraudulent;
 2761         4. The limited liability company’s assets are being
 2762  misappropriated or wasted, causing injury to the limited
 2763  liability company, or in a proceeding by a member, causing
 2764  injury to one or more of its members; or
 2765         5. The managers or the members of the limited liability
 2766  company are deadlocked in the management of the limited
 2767  liability company’s activities and affairs, the members are
 2768  unable to break the deadlock, and irreparable injury to the
 2769  limited liability company is threatened or being suffered.
 2770         (c)In a proceeding by the limited liability company to
 2771  have its voluntary dissolution continued under court
 2772  supervision.
 2773         (2) If the managers or the members of the limited liability
 2774  company are deadlocked in the management of the limited
 2775  liability company’s activities and affairs, the members are
 2776  unable to break the deadlock, and irreparable injury to the
 2777  limited liability company is threatened or being suffered, if
 2778  the operating agreement contains a deadlock sale provision that
 2779  has been initiated before the time that the court determines
 2780  that the grounds for judicial dissolution exist under
 2781  subparagraph (1)(b)5., then such deadlock sale provision applies
 2782  to the resolution of such deadlock instead of the court entering
 2783  an order of judicial dissolution or an order directing the
 2784  purchase of petitioner’s interest under s. 605.0706, so long as
 2785  the provisions of such deadlock sale provision are thereafter
 2786  initiated and effectuated in accordance with the terms of such
 2787  deadlock sale provision or otherwise pursuant to an agreement of
 2788  the members of the company. As used in this section, the term
 2789  deadlock sale provision means a provision in an operating
 2790  agreement which is or may be applicable in the event of a
 2791  deadlock among the managers or the members of the limited
 2792  liability company which the members of the company are unable to
 2793  break and which provides for a deadlock breaking mechanism,
 2794  including, but not limited to: a purchase and sale of interests
 2795  or a governance change, among or between members; the sale of
 2796  all or substantially all of the assets of the company; or a
 2797  similar provision that, if initiated and effectuated, breaks the
 2798  deadlock by causing the transfer of interests, a governance
 2799  change, or the sale of all or substantially all of the company’s
 2800  assets. A deadlock sale provision in an operating agreement
 2801  which is not initiated and effectuated before the court enters
 2802  an order of judicial dissolution under subparagraph (1)(b)5. or
 2803  an order directing the purchase of petitioner’s interest under
 2804  s. 605.0706 does not adversely affect the rights of members and
 2805  managers to seek judicial dissolution under subparagraph
 2806  (1)(b)5. or the rights of the company or one or more members to
 2807  purchase the petitioner’s interest under s. 605.0706. The filing
 2808  of an action for judicial dissolution on the grounds described
 2809  in subparagraph (1)(b)5. or an election to purchase the
 2810  petitioner’s interest under s. 605.0706 does not adversely
 2811  affect the right of a member to initiate an available deadlock
 2812  sale provision under the operating agreement or to enforce a
 2813  member-initiated or an automatically-initiated deadlock sale
 2814  provision if the deadlock sale provision is initiated and
 2815  effectuated before the court enters an order of judicial
 2816  dissolution under subparagraph (1)(b)5. or an order directing
 2817  the purchase of petitioner’s interest under s. 605.0706.
 2818         605.0703Procedure for judicial dissolution; alternative
 2819  remedies.—
 2820         (1)Venue for a proceeding brought under s. 605.0702 lies
 2821  in the circuit court of the county where the limited liability
 2822  company’s principal office is or was last located, as shown by
 2823  the records of the department, or, if there is or was no
 2824  principal office in this state, in the circuit court of the
 2825  county where the company’s registered office is or was last
 2826  located.
 2827         (2)It is not necessary to make members parties to a
 2828  proceeding to dissolve a limited liability company unless relief
 2829  is sought against such members individually.
 2830         (3)A court in a proceeding brought to dissolve a limited
 2831  liability company may issue injunctions, appoint a receiver or
 2832  custodian pendente lite with all powers and duties the court
 2833  directs, take other action required to preserve the limited
 2834  liability company’s assets wherever located, and carry on the
 2835  business of the limited liability company until a full hearing
 2836  can be held.
 2837         (4)In a proceeding brought under s. 605.0702, the court
 2838  may, upon a showing of sufficient merit to warrant such a
 2839  remedy:
 2840         (a)Appoint a receiver or custodian under s. 605.0704;
 2841         (b)Order a purchase of a petitioning member’s interest
 2842  pursuant to s. 605.0706; or
 2843         (c)Upon a showing of good cause, order another remedy the
 2844  court deems appropriate in its discretion, including an
 2845  equitable remedy.
 2846         (5)Section 57.105 applies to a proceeding brought under s.
 2847  605.0702.
 2848         605.0704Receivership or custodianship.—
 2849         (1)A court in a judicial proceeding brought to dissolve a
 2850  limited liability company may appoint one or more receivers to
 2851  wind up and liquidate or one or more custodians to manage the
 2852  business and affairs of the limited liability company. The court
 2853  shall hold a hearing, after notifying all parties to the
 2854  proceeding and an interested person designated by the court,
 2855  before appointing a receiver or custodian. The court appointing
 2856  a receiver or custodian has exclusive jurisdiction over the
 2857  limited liability company and all of its property, wherever
 2858  located.
 2859         (2)The court may appoint a person authorized to act as a
 2860  receiver or custodian. The court may require the receiver or
 2861  custodian to post bond, with or without sureties, in an amount
 2862  the court directs.
 2863         (3)The court shall describe the powers and duties of the
 2864  receiver or custodian in its appointing order, which may be
 2865  amended. Among other powers:
 2866         (a)The receiver :
 2867         1.May dispose of all or a part of the assets of the
 2868  limited liability company wherever located, at a public or
 2869  private sale, if authorized by the court; and
 2870         2.May sue and defend in the receiver’s own name, as
 2871  receiver of the limited liability company, in all courts of this
 2872  state; and
 2873         (b)The custodian may exercise all of the powers of the
 2874  limited liability company, through or in place of its managers
 2875  or members, to the extent necessary to manage the activities and
 2876  affairs of the limited liability company in the best interest of
 2877  its members and creditors.
 2878         (4)During a receivership, the court may redesignate the
 2879  receiver as a custodian and, during a custodianship, may
 2880  redesignate the custodian as a receiver if doing so is in the
 2881  best interests of the limited liability company and its members
 2882  and creditors.
 2883         (5)During the receivership or custodianship the court may
 2884  order compensation paid and expense disbursements or
 2885  reimbursements made to the receiver or custodian and the
 2886  receiver’s or custodian’s counsel from the assets of the limited
 2887  liability company or proceeds from the sale of part or all of
 2888  those assets.
 2889         (6)The court has jurisdiction to appoint an ancillary
 2890  receiver for the assets and business of a limited liability
 2891  company. The ancillary receiver shall serve ancillary to a
 2892  receiver located in another state if the court deems that
 2893  circumstances exist requiring the appointment of such a
 2894  receiver. The court may appoint a receiver for a foreign limited
 2895  liability company even though a receiver has not been appointed
 2896  elsewhere. The receivership shall be converted into an ancillary
 2897  receivership if an order entered by a court of competent
 2898  jurisdiction in the other state provides for a receivership of
 2899  the foreign limited liability company.
 2900         605.0705Decree of dissolution.—
 2901         (1)If, after a hearing, the court determines that one or
 2902  more grounds for judicial dissolution described in s. 605.0702
 2903  exist, the court may enter a decree dissolving the limited
 2904  liability company and specifying the effective date of the
 2905  dissolution, and the clerk of the court shall deliver a
 2906  certified copy of the decree to the department, which shall file
 2907  the decree.
 2908         (2)After entering the decree of dissolution, the court
 2909  shall direct the winding up and liquidation of the limited
 2910  liability company’s activities and affairs in accordance with
 2911  ss. 605.0709-605.0713, subject to subsection (3).
 2912         (3)In a proceeding for judicial dissolution, the court may
 2913  require all creditors of the limited liability company to file
 2914  with the clerk of the court or with the receiver, in a form as
 2915  the court may prescribe, proofs under oath of their respective
 2916  claims. If the court requires the filing of claims, the court
 2917  shall fix a date, which may not be earlier than 4 months after
 2918  the date of the order, as the last day for filing claims. The
 2919  court shall prescribe the deadline for filing claims which shall
 2920  be given to creditors and claimants. Before the date so fixed,
 2921  the court may extend the time for the filing of claims by court
 2922  order. Creditors and claimants failing to file proofs of claim
 2923  on or before the date so fixed may be barred, by order of court,
 2924  from participating in the distribution of the assets of the
 2925  limited liability company. This section does not affect the
 2926  enforceability of a recorded mortgage or lien or the perfected
 2927  security interest or rights of a person in possession of real or
 2928  personal property.
 2929         605.0706Election to purchase instead of dissolution.—
 2930         (1) In a proceeding initiated by a member of a limited
 2931  liability company under s. 605.0702(1)(b) to dissolve the
 2932  company, the company may elect, or, if it fails to elect, one or
 2933  more other members may elect, to purchase the entire interest of
 2934  the petitioner in the company at the fair value of the interest.
 2935  An election pursuant to this section is irrevocable unless the
 2936  court determines that it is equitable to set aside or modify the
 2937  election.
 2938         (2)An election to purchase pursuant to this section may be
 2939  filed with the court within 90 days after the filing of the
 2940  petition by the petitioning member under s. 605.0702(1)(b) or
 2941  (2) or at such later time as the court may allow. If the
 2942  election to purchase is filed, the company shall within 10 days
 2943  thereafter, give written notice to all members, other than the
 2944  petitioning member. The notice must describe the interest in the
 2945  company owned by each petitioning member and must advise the
 2946  recipients of their right to join in the election to purchase
 2947  the petitioning member’s interest in accordance with this
 2948  section. Members who wish to participate must file notice of
 2949  their intention to join in the purchase within 30 days after the
 2950  effective date of the notice. A member who has filed an election
 2951  or notice of the intent to participate in the election to
 2952  purchase thereby becomes a party to the proceeding and shall
 2953  participate in the purchase in proportion to the ownership
 2954  interest as of the date the first election was filed unless the
 2955  members otherwise agree or the court otherwise directs. After an
 2956  election to purchase has been filed by the limited liability
 2957  company or one or more members, the proceeding under s.
 2958  605.0702(1)(b) or (2) may not be discontinued or settled, and
 2959  the petitioning member may not sell or otherwise dispose of
 2960  interest of the petitioner in the company unless the court
 2961  determines that it would be equitable to the company and the
 2962  members, other than the petitioner, to authorize such
 2963  discontinuance, settlement, sale, or other disposition or the
 2964  sale is pursuant to a deadlock sale provision described in s.
 2965  605.0702(1)(b).
 2966         (3)If, within 60 days after the filing of the first
 2967  election, the parties reach an agreement as to the fair value
 2968  and terms of the purchase of the petitioner’s interest, the
 2969  court shall enter an order directing the purchase of the
 2970  petitioner’s interest upon the terms and conditions agreed to by
 2971  the parties, unless the petitioner’s interest has been acquired
 2972  pursuant to a deadlock sale provision before the order.
 2973         (4)If the parties are unable to reach an agreement as
 2974  provided for in subsection (3), the court, upon application of a
 2975  party, shall stay the proceedings and determine the fair value
 2976  of the petitioner’s interest as of the day before the date on
 2977  which the petition was filed or as of such other date as the
 2978  court deems appropriate under the circumstances.
 2979         (5)Upon determining the fair value of the petitioner’s
 2980  interest in the company, unless the petitioner’s interest has
 2981  been acquired pursuant to a deadlock sale provision before the
 2982  order, the court shall enter an order directing the purchase
 2983  upon such terms and conditions as the court deems appropriate,
 2984  which may include: payment of the purchase price in
 2985  installments, when necessary in the interests of equity; a
 2986  provision for security to ensure payment of the purchase price
 2987  and additional costs, fees, and expenses as may have been
 2988  awarded; and, if the interest is to be purchased by members, the
 2989  allocation of the interest among those members. In allocating
 2990  petitioner’s interest among holders of different classes or
 2991  series of interests in the company, the court shall attempt to
 2992  preserve the existing distribution of voting rights among
 2993  holders of different classes insofar as practicable and may
 2994  direct that holders of a specific class or classes or series not
 2995  participate in the purchase. Interest may be allowed at the rate
 2996  and from the date determined by the court to be equitable;
 2997  however, if the court finds that the refusal of the petitioning
 2998  member to accept an offer of payment was arbitrary or otherwise
 2999  not in good faith, payment of interest is not allowed. If the
 3000  court finds that the petitioning member had probable grounds for
 3001  relief under s. 605.0702(1)(b)3. or 4., it may award to the
 3002  petitioning member reasonable fees and expenses of counsel and
 3003  of experts employed by petitioner.
 3004         (6)Upon entry of an order under subsection (3) or
 3005  subsection (5), the court shall dismiss the petition to dissolve
 3006  the limited liability company, and the petitioning member shall
 3007  no longer have rights or status as a member of the limited
 3008  liability company except the right to receive the amounts
 3009  awarded by the order of the court, which shall be enforceable in
 3010  the same manner as any other judgment.
 3011         (7)The purchase ordered pursuant to subsection (5) must be
 3012  made within 10 days after the date the order becomes final
 3013  unless, before that time, the limited liability company files
 3014  with the court a notice of its intention to dissolve pursuant to
 3015  s. 605.0701(2), in which case articles of dissolution for the
 3016  company must be filed within 50 days thereafter. Upon filing of
 3017  such articles of dissolution, the limited liability company
 3018  shall be wound up in accordance with ss. 605.0709-605.0713, and
 3019  the order entered pursuant to subsection (5) shall no longer be
 3020  of force or effect except that the court may award the
 3021  petitioning member reasonable fees and expenses of counsel and
 3022  experts in accordance with subsection (5), and the petitioner
 3023  may continue to pursue any claims previously asserted on behalf
 3024  of the limited liability company.
 3025         (8)A payment by the limited liability company pursuant to
 3026  an order under subsection (3) or subsection (5), other than an
 3027  award of fees and expenses pursuant to subsection (5), is
 3028  subject to s. 605.0405.
 3029         605.0707Articles of dissolution; filing of articles of
 3030  dissolution.—
 3031         (1)Upon the occurrence of an event described in s.
 3032  605.0701(1)-(3), the limited liability company shall deliver for
 3033  filing articles of dissolution as provided in this section.
 3034         (2)The articles of dissolution must state the following:
 3035         (a)The name of the limited liability company.
 3036         (b)The delayed effective date of the limited liability
 3037  company’s dissolution if the dissolution is not to be effective
 3038  on the date the articles of dissolution are filed by the
 3039  department.
 3040         (c)The occurrence that resulted in the limited liability
 3041  company’s dissolution.
 3042         (d)If there are no members, the name, address, and
 3043  signature of the person appointed in accordance with this
 3044  subsection to wind up the company.
 3045         (3)The articles of dissolution of the limited liability
 3046  company shall be delivered to the department. If the department
 3047  finds that the articles of dissolution conform to law, it shall,
 3048  when all fees have been paid as prescribed in this chapter, file
 3049  the articles of dissolution and issue a certificate of
 3050  dissolution.
 3051         (4)Upon the filing of the articles of dissolution, the
 3052  limited liability company shall cease conducting its business
 3053  and shall continue solely for the purpose of winding up its
 3054  affairs in accordance with s. 605.0709, except for the purpose
 3055  of lawsuits, other proceedings, and appropriate action as
 3056  provided in this chapter.
 3057         605.0708Revocation of articles of dissolution.—
 3058         (1)A limited liability company that has dissolved as the
 3059  result of an event described in s. 605.0701(1)-(3) and filed
 3060  articles of dissolution with the department, but has not filed a
 3061  statement of termination which has become effective, may revoke
 3062  its dissolution at any time before 120 days after the effective
 3063  date of its articles of dissolution.
 3064         (2)The revocation of the dissolution shall be authorized
 3065  in the same manner as the dissolution was authorized.
 3066         (3)After the revocation of dissolution is authorized, the
 3067  limited liability company shall deliver a statement of
 3068  revocation of dissolution to the department for filing, together
 3069  with a copy of its articles of dissolution, which must include
 3070  the following:
 3071         (a)The name of the limited liability company.
 3072         (b)The effective date of the dissolution which was
 3073  revoked.
 3074         (c)The date that the statement of revocation of
 3075  dissolution was authorized.
 3076         (4)If there has been substantial compliance with
 3077  subsection (3), the revocation of dissolution is effective when
 3078  the department files the statement of revocation of dissolution.
 3079         (5)When the revocation of dissolution becomes effective:
 3080         (a)The company resumes carrying on its activities and
 3081  affairs as if dissolution had never occurred;
 3082         (b)Subject to paragraph (c), a liability incurred by the
 3083  company after the dissolution and before the revocation is
 3084  effective is determined as if dissolution had never occurred;
 3085  and
 3086         (c)The rights of a third party arising out of conduct in
 3087  reliance on the dissolution before the third party knew or had
 3088  notice of the revocation may not be adversely affected.
 3089         605.0709Winding up.—
 3090         (1)A dissolved limited liability company shall wind up its
 3091  activities and affairs and, except as otherwise provided in ss.
 3092  605.0708 and 605.0715, the company continues after dissolution
 3093  only for the purpose of winding up.
 3094         (2)In winding up its activities and affairs, a limited
 3095  liability company:
 3096         (a)Shall discharge or make provision for the company’s
 3097  debts, obligations, and other liabilities as provided in ss.
 3098  605.0710-605.0713, settle and close the company’s activities and
 3099  affairs, and marshal and distribute the assets of the company;
 3100  and
 3101         (b)May:
 3102         1.Preserve the company’s activities, affairs, and property
 3103  as a going concern for a reasonable time;
 3104         2.Prosecute and defend actions and proceedings, whether
 3105  civil, criminal, or administrative;
 3106         3.Transfer title to the company’s real estate and other
 3107  property;
 3108         4.Settle disputes by mediation or arbitration;
 3109         5.Dispose of its properties that will not be distributed
 3110  in kind to its members; and
 3111         6.Perform other acts necessary or appropriate to the
 3112  winding up.
 3113         (3)If a dissolved limited liability company has no
 3114  members, the legal representative of the last person to have
 3115  been a member may wind up the activities and affairs of the
 3116  company. If the legal representative does so, the person has the
 3117  powers of a sole manager under s. 605.0407(3) and is deemed to
 3118  be a manager for the purposes of s. 605.0304(1).
 3119         (4)If the legal representative under subsection (3)
 3120  declines or fails to wind up the company’s activities and
 3121  affairs, a person may be appointed to do so by the consent of
 3122  the transferees owning a majority of the rights to receive
 3123  distributions as transferees at the time the consent is to be
 3124  effective. A person appointed under this subsection has the
 3125  powers of a sole manager under s. 605.0407(3) and is deemed to
 3126  be a manager for the purposes of s. 605.0304(1).
 3127         (5)A circuit court may order judicial supervision of the
 3128  winding up of a dissolved limited liability company, including
 3129  the appointment of one or more persons to wind up the company’s
 3130  activities and affairs:
 3131         (a)On application of a member or manager if the applicant
 3132  establishes good cause;
 3133         (b)On the application of a transferee if:
 3134         1.The company does not have any members;
 3135         2.The legal representative of the last person to have been
 3136  a member declines or fails to wind up the company’s activities
 3137  and affairs; or
 3138         3.Within a reasonable time following the dissolution a
 3139  person has not been appointed pursuant to subsection (3);
 3140         (c)On application of a creditor of the company if the
 3141  applicant establishes good cause, but only if a receiver,
 3142  custodian, or another person has not already been appointed for
 3143  that purpose under this chapter; or
 3144         (d)In connection with a proceeding under s. 605.0702 if a
 3145  receiver, custodian, or another person has not already been
 3146  appointed for that purpose under s. 605.0704.
 3147         (6)The person or persons appointed by a court under
 3148  subsection (5) may also be designated trustees for or receivers
 3149  of the company with the authority to take charge of the limited
 3150  liability company’s property; to collect the debts and property
 3151  due and belonging to the limited liability company; to prosecute
 3152  and defend, in the name of the limited liability company, or
 3153  otherwise, all such suits as may be necessary or proper for the
 3154  purposes described above; to appoint an agent or agents under
 3155  them; and to do all other acts that might be done by the limited
 3156  liability company, if in being, which may be necessary for the
 3157  final settlement of the unfinished activities and affairs of the
 3158  limited liability company. The powers of the trustees or
 3159  receivers may be continued as long as the court determines is
 3160  necessary for the above purposes.
 3161         (7)A dissolved limited liability company that has
 3162  completed winding up may deliver to the department for filing a
 3163  statement of termination that provides the following:
 3164         (a)The name of the limited liability company.
 3165         (b)The date of filing of its initial articles of
 3166  organization.
 3167         (c)The date of the filing of its articles of dissolution.
 3168         (d)The limited liability company has completed winding up
 3169  its activities and affairs and has determined that it will file
 3170  a statement of termination.
 3171         (e)Other information as determined by the authorized
 3172  representative.
 3173         (8)The manager or managers in office at the time of
 3174  dissolution or the survivors of such manager or managers, or, if
 3175  none, the members, shall thereafter be trustees for the members
 3176  and creditors of the dissolved limited liability company. The
 3177  trustees may distribute property of the limited liability
 3178  company discovered after dissolution, convey real estate and
 3179  other property, and take such other action as may be necessary
 3180  on behalf of and in the name of the dissolved limited liability
 3181  company.
 3182         605.0710Disposition of assets in winding up.—
 3183         (1) In winding up its activities and affairs, a limited
 3184  liability company must apply its assets to discharge its
 3185  obligations to creditors, including members who are creditors.
 3186         (2)After a limited liability company complies with
 3187  subsection (1), the surplus must be distributed in the following
 3188  order, subject to a charging order in effect under s. 605.0503:
 3189         (a)To each person owning a transferable interest that
 3190  reflects contributions made and not previously returned, an
 3191  amount equal to the value of the unreturned contributions; then
 3192         (b)To members and persons dissociated as members, in the
 3193  proportions in which they shared in distributions before
 3194  dissolution, except to the extent necessary to comply with a
 3195  transfer effective under s. 605.0502.
 3196         (3)If the limited liability company does not have
 3197  sufficient surplus to comply with paragraph (2)(a), any surplus
 3198  must be distributed among the owners of transferable interests
 3199  in proportion to the value of their respective unreturned
 3200  contributions.
 3201         (4)All distributions made under subsections (2) and (3)
 3202  must be paid in money.
 3203         605.0711Known claims against dissolved limited liability
 3204  company.—
 3205         (1)A dissolved limited liability company or successor
 3206  entity, as defined in subsection (14), may dispose of the known
 3207  claims against it by following the procedures described in
 3208  subsections (2)-(7).
 3209         (2)A dissolved limited liability company or successor
 3210  entity shall deliver to each of its known claimants written
 3211  notice of the dissolution after its effective date. The written
 3212  notice must do the following:
 3213         (a)Provide a reasonable description of the claim that the
 3214  claimant may be entitled to assert.
 3215         (b)State whether the claim is admitted or not admitted, in
 3216  whole or in part, and, if admitted:
 3217         1.The amount that is admitted, which may be as of a given
 3218  date; and
 3219         2.An interest obligation if fixed by an instrument of
 3220  indebtedness.
 3221         (c)Provide a mailing address to which a claim may be sent.
 3222         (d)State the deadline, which may not be less than 120 days
 3223  after the effective date of the written notice, by which
 3224  confirmation of the claim must be delivered to the dissolved
 3225  limited liability company or successor entity.
 3226         (e)State that the dissolved limited liability company or
 3227  successor entity may make distributions to other claimants and
 3228  to the members or transferees of the limited liability company
 3229  or persons interested without further notice.
 3230         (3)A dissolved limited liability company or successor
 3231  entity may reject, in whole or in part, a claim made by a
 3232  claimant pursuant to this subsection by mailing notice of the
 3233  rejection to the claimant within 90 days after receipt of the
 3234  claim and, in all events, at least 150 days before the
 3235  expiration of the 3-year period after the effective date of
 3236  dissolution. A notice sent by the dissolved limited liability
 3237  company or successor entity pursuant to this subsection must be
 3238  accompanied by a copy of this section.
 3239         (4)A dissolved limited liability company or successor
 3240  entity electing to follow the procedures described in
 3241  subsections (2) and (3) shall also give notice of the
 3242  dissolution of the limited liability company to persons who have
 3243  known claims that are contingent upon the occurrence or
 3244  nonoccurrence of future events or otherwise conditional or
 3245  unmatured and request that the persons present the claims in
 3246  accordance with the terms of the notice. The notice must be in
 3247  substantially the same form and sent in the same manner as
 3248  described in subsection (2).
 3249         (5)A dissolved limited liability company or successor
 3250  entity shall offer a claimant whose known claim is contingent,
 3251  conditional, or unmatured such security as the limited liability
 3252  company or entity determines is sufficient to provide
 3253  compensation to the claimant if the claim matures. The dissolved
 3254  limited liability company or successor entity shall deliver such
 3255  offer to the claimant within 90 days after receipt of the claim
 3256  and, in all events, at least 150 days before expiration of 3
 3257  years after the effective date of dissolution. If the claimant
 3258  that is offered the security does not deliver in writing to the
 3259  dissolved limited liability company or successor entity a notice
 3260  rejecting the offer within 120 days after receipt of the offer
 3261  for security, the claimant is deemed to have accepted such
 3262  security as the sole source from which to satisfy his, her, or
 3263  its claim against the limited liability company.
 3264         (6)A dissolved limited liability company or successor
 3265  entity that gives notice in accordance with subsections (2) and
 3266  (4) shall petition the circuit court in the applicable county to
 3267  determine the amount and form of security that are sufficient to
 3268  provide compensation to a claimant that has rejected the offer
 3269  for security made pursuant to subsection (5).
 3270         (7)A dissolved limited liability company or successor
 3271  entity that has given notice in accordance with subsection (2)
 3272  shall petition the circuit court in the applicable county to
 3273  determine the amount and form of security that will be
 3274  sufficient to provide compensation to claimants whose claims are
 3275  known to the limited liability company or successor entity but
 3276  whose identities are unknown. The court shall appoint a guardian
 3277  ad litem to represent all claimants whose identities are unknown
 3278  in a proceeding brought under this subsection. The reasonable
 3279  fees and expenses of the guardian, including all reasonable
 3280  expert witness fees, shall be paid by the petitioner in the
 3281  proceeding.
 3282         (8)The giving of notice or making of an offer pursuant to
 3283  this section does not revive a claim then barred, extend an
 3284  otherwise applicable statute of limitations, or constitute
 3285  acknowledgment by the dissolved limited liability company or
 3286  successor entity that a person to whom such notice is sent is a
 3287  proper claimant, and does not operate as a waiver of a defense
 3288  or counterclaim in respect of a claim asserted by a person to
 3289  whom such notice is sent.
 3290         (9)A dissolved limited liability company or successor
 3291  entity that followed the procedures described in subsections
 3292  (2)-(7) must:
 3293         (a)Pay the claims admitted or made and not rejected in
 3294  accordance with subsection (3);
 3295         (b)Post the security offered and not rejected pursuant to
 3296  subsection (5);
 3297         (c)Post a security ordered by the circuit court in a
 3298  proceeding under subsections (6) and (7); and
 3299         (d)Pay or make provision for all other known obligations
 3300  of the limited liability company or the successor entity.
 3301  
 3302  If there are sufficient funds, such claims or obligations must
 3303  be paid in full, and a provision for payments must be made in
 3304  full. If there are insufficient funds, the claims and
 3305  obligations shall be paid or provided for according to their
 3306  priority and, among claims of equal priority, ratably to the
 3307  extent of funds that are legally available therefor. Remaining
 3308  funds shall be distributed to the members and transferees of the
 3309  dissolved limited liability company. However, the distribution
 3310  may not be made before the expiration of 150 days after the date
 3311  of the last notice of a rejection given pursuant to subsection
 3312  (3). In the absence of actual fraud, the judgment of the
 3313  managers of a dissolved manager-managed limited liability
 3314  company or the members of a dissolved member-managed limited
 3315  liability company, or other person or persons winding up the
 3316  limited liability company or the governing persons of the
 3317  successor entity, as to the provisions made for the payment of
 3318  all obligations under paragraph (d), is conclusive.
 3319         (10)A dissolved limited liability company or successor
 3320  entity that has not followed the procedures described in
 3321  subsections (2) and (3) shall pay or make reasonable provision
 3322  to pay all known claims and obligations, including all
 3323  contingent, conditional, or unmatured claims known to the
 3324  dissolved limited liability company or the successor entity and
 3325  all claims that are known to the dissolved limited liability
 3326  company or the successor entity but for which the identity of
 3327  the claimant is unknown. If there are sufficient funds, the
 3328  claims must be paid in full, and a provision made for payment
 3329  must be made in full. If there are insufficient funds, the
 3330  claims and obligations shall be paid or provided for according
 3331  to their priority and, among claims of equal priority, ratably
 3332  to the extent of funds that are legally available. Remaining
 3333  funds shall be distributed to the members and transferees of the
 3334  dissolved limited liability company.
 3335         (11)A member or transferee of a dissolved limited
 3336  liability company to which the assets were distributed pursuant
 3337  to subsection (9) or subsection (10) is not liable for a claim
 3338  against the limited liability company in an amount in excess of
 3339  the member’s or transferee’s pro rata share of the claim or the
 3340  amount distributed to the member or transferee, whichever is
 3341  less.
 3342         (12)A member or transferee of a dissolved limited
 3343  liability company to whom the assets were distributed pursuant
 3344  to subsection (9) is not liable for a claim against the limited
 3345  liability company, which claim is known to the limited liability
 3346  company or successor entity and on which a proceeding is not
 3347  begun before the expiration of 3 years after the effective date
 3348  of dissolution.
 3349         (13)The aggregate liability of a person for claims against
 3350  the dissolved limited liability company arising under this
 3351  section or s. 605.0710 may not exceed the amount distributed to
 3352  the person in dissolution.
 3353         (14)As used in this section and s. 605.0710, the term
 3354  “successor entity” includes a trust, receivership, or other
 3355  legal entity governed by the laws of this state to which the
 3356  remaining assets and liabilities of a dissolved limited
 3357  liability company are transferred and which exists solely for
 3358  the purposes of prosecuting and defending suits by or against
 3359  the dissolved limited liability company, thereby enabling the
 3360  dissolved limited liability company to settle and close the
 3361  activities and affairs of the dissolved limited liability
 3362  company, to dispose of and convey the property of the dissolved
 3363  limited liability company, to discharge the liabilities of the
 3364  dissolved limited liability company, and to distribute to the
 3365  dissolved limited liability company’s members or transferees any
 3366  remaining assets, but not for the purpose of continuing the
 3367  activities and affairs for which the dissolved limited liability
 3368  company was organized.
 3369         (15)As used in this section and ss. 605.0712 and 605.0713,
 3370  the term “applicable county” means the county in this state in
 3371  which the limited liability company’s principal office is
 3372  located or was located at the effective date of dissolution; if
 3373  the company has, and at the effective date of dissolution had,
 3374  no principal office in this state, then in the county in which
 3375  the company has, or at the effective date of dissolution had, an
 3376  office in this state; or if none in this state, then in the
 3377  county in which the company’s registered office is or was last
 3378  located.
 3379         (16)As used in this section, the term “known claim” or
 3380  “claim” includes unliquidated claims, but does not include a
 3381  contingent liability that has not matured so that there is no
 3382  immediate right to bring suit or a claim based on an event
 3383  occurring after the effective date of dissolution.
 3384         605.0712Other claims against a dissolved limited liability
 3385  company.—
 3386         (1)A dissolved limited liability company or successor
 3387  entity, as defined in s. 605.0711(14), may choose to execute one
 3388  of the following procedures to resolve payment of unknown
 3389  claims:
 3390         (a)The company or successor entity may file notice of its
 3391  dissolution with the department on the form prescribed by the
 3392  department and request that persons who have claims against the
 3393  company which are not known to the company or successor entity
 3394  present them in accordance with the notice. The notice must:
 3395         1.State the name of the company and the date of
 3396  dissolution;
 3397         2.Describe the information that must be included in a
 3398  claim, state that the claim must be in writing, and provide a
 3399  mailing address to which the claim may be sent; and
 3400         3.State that a claim against the company is barred unless
 3401  an action to enforce the claim is commenced within 4 years after
 3402  the filing of the notice.
 3403         (b)The company or successor entity may publish notice of
 3404  its dissolution and request persons who have claims against the
 3405  company to present them in accordance with the notice. The
 3406  notice must:
 3407         1.Be published in a newspaper of general circulation in
 3408  the county in which the dissolved limited liability company’s
 3409  principal office is located or, if the principal office is not
 3410  located in this state, in the county in which the office of the
 3411  company’s registered agent is or was last located;
 3412         2.Describe the information that must be included in a
 3413  claim, state that the claim must be in writing, and provide a
 3414  mailing address to which the claim is to be sent; and
 3415         3.State that a claim against the company is barred unless
 3416  an action to enforce the claim is commenced within 4 years after
 3417  publication of the notice.
 3418         (2)If a dissolved limited liability company complies with
 3419  paragraph (1)(a) or paragraph (1)(b), unless sooner barred by
 3420  another statute limiting actions, the claim of each of the
 3421  following claimants is barred unless the claimant commences an
 3422  action to enforce the claim against the dissolved limited
 3423  liability company within 4 years after the publication date of
 3424  the notice:
 3425         (a)A claimant that did not receive notice in a record
 3426  under s. 605.0711;
 3427         (b)A claimant whose claim was timely sent to the dissolved
 3428  limited liability company but not acted on; and
 3429         (c)A claimant whose claim is contingent at or based on an
 3430  event occurring after the effective date of dissolution.
 3431         (3)A claim that is not barred by this section, s.
 3432  608.0711, or another statute limiting actions, may be enforced:
 3433         (a)Against a dissolved limited liability company, to the
 3434  extent of its undistributed assets; and
 3435         (b)Except as otherwise provided in s. 605.0713, if assets
 3436  of the limited liability company have been distributed after
 3437  dissolution, against a member or transferee to the extent of
 3438  that person’s proportionate share of the claim or of the
 3439  company’s assets distributed to the member or transferee after
 3440  dissolution, whichever is less, but a person’s total liability
 3441  for all claims under this subsection may not exceed the total
 3442  amount of assets distributed to the person after dissolution.
 3443         (4)This section does not extend an otherwise applicable
 3444  statute of limitations.
 3445         605.0713Court proceedings.—
 3446         (1)A dissolved limited liability company that has filed or
 3447  published a notice under s. 605.0712(1)(a) or (1)(b) may file an
 3448  application with the circuit court in the applicable county, as
 3449  defined in s. 605.0711(15), for a determination of the amount
 3450  and form of security to be provided for payment of claims that
 3451  are contingent, have not been made known to the company, or are
 3452  based on an event occurring after the effective date of
 3453  dissolution but which, based on the facts known to the dissolved
 3454  company, are reasonably expected to arise after the effective
 3455  date of dissolution. Security is not required for a claim that
 3456  is, or is reasonably anticipated to be, barred under s.
 3457  605.0712.
 3458         (2)Within 10 days after filing an application under
 3459  subsection (1), the dissolved limited liability company must
 3460  give notice of the proceeding to each claimant holding a
 3461  contingent claim known to the company.
 3462         (3)In a proceeding under this section, the court may
 3463  appoint a guardian ad litem to represent all claimants whose
 3464  identities are unknown. The reasonable fees and expenses of the
 3465  guardian ad litem, including all reasonable expert witness fees,
 3466  must be paid by the dissolved limited liability company.
 3467         (4)A dissolved limited liability company that provides
 3468  security in the amount and form ordered by the court under
 3469  subsection (1) satisfies the company’s obligations with respect
 3470  to claims that are contingent, have not been made known to the
 3471  company, or are based on an event occurring after the effective
 3472  date of dissolution, and such claims may not be enforced against
 3473  a member or transferee that received assets in liquidation.
 3474         605.0714Administrative dissolution.—
 3475         (1)The department may dissolve a limited liability company
 3476  administratively if the company does not:
 3477         (a)Deliver its annual report to the department by 5:00
 3478  p.m. Eastern Time on the third Friday in September of each year;
 3479         (b)Pay a fee or penalty due to the department under this
 3480  chapter;
 3481         (c)Appoint and maintain a registered agent as required
 3482  under s. 605.0113; or
 3483         (d)Deliver for filing a statement of a change under s.
 3484  605.0114 within 30 days after a change has occurred in the name
 3485  or address of the agent unless, within 30 days after the change
 3486  occurred:
 3487         1.The agent filed a statement of change under s. 605.0116;
 3488  or
 3489         2.The change was made accordance with s. 605.0114(4).
 3490         (2)Administrative dissolution of a limited liability
 3491  company for failure to file an annual report must occur on the
 3492  fourth Friday in September of each year. The department shall
 3493  issue a notice in a record of administrative dissolution to the
 3494  limited liability company dissolved for failure to file an
 3495  annual report. Issuance of the notice may be by electronic
 3496  transmission to a limited liability company that has provided
 3497  the department with an e-mail address.
 3498         (3)If the department determines that one or more grounds
 3499  exist for administratively dissolving a limited liability
 3500  company under paragraph (1)(b), paragraph (1)(c), or paragraph
 3501  (1)(d), the department shall serve notice in a record to the
 3502  limited liability company of its intent to administratively
 3503  dissolve the limited liability company. Issuance of the notice
 3504  may be by electronic transmission to a limited liability company
 3505  that has provided the department with an e-mail address.
 3506         (4)If, within 60 days after sending the notice of intent
 3507  to administratively dissolve pursuant to subsection (3), a
 3508  limited liability company does not correct each ground for
 3509  dissolution under paragraph (1)(b), paragraph (1)(c), or
 3510  paragraph (1)(d) or demonstrate to the reasonable satisfaction
 3511  of the department that each ground determined by the department
 3512  does not exist, the department shall dissolve the limited
 3513  liability company administratively and issue to the company a
 3514  notice in a record of administrative dissolution that states the
 3515  grounds for dissolution. Issuance of the notice of
 3516  administrative dissolution may be by electronic transmission to
 3517  a limited liability company that has provided the department
 3518  with an e-mail address.
 3519         (5)A limited liability company that has been
 3520  administratively dissolved continues in existence but may only
 3521  carry on activities necessary to wind up its activities and
 3522  affairs, liquidate and distribute its assets, and notify
 3523  claimants under ss. 605.0711 and 605.0712.
 3524         (6)The administrative dissolution of a limited liability
 3525  company does not terminate the authority of its registered agent
 3526  for service of process.
 3527         605.0715Reinstatement.—
 3528         (1)A limited liability company that is administratively
 3529  dissolved under s. 605.0714 may apply to the department for
 3530  reinstatement at any time after the effective date of
 3531  dissolution. The company must submit a form of application for
 3532  reinstatement prescribed and furnished by the department and
 3533  provide all of the information required by the department,
 3534  together with all fees and penalties then owed by the company at
 3535  the rates provided by law at the time the company applies for
 3536  reinstatement.
 3537         (2)If the department determines that an application for
 3538  reinstatement contains the information required under subsection
 3539  (1) and that the information is correct, upon payment of all
 3540  required fees and penalties, the department shall reinstate the
 3541  limited liability company.
 3542         (3)When reinstatement under this section becomes
 3543  effective:
 3544         (a)The reinstatement relates back to and takes effect as
 3545  of the effective date of the administrative dissolution.
 3546         (b)The limited liability company may resume its activities
 3547  and affairs as if the administrative dissolution had not
 3548  occurred.
 3549         (c)The rights of a person arising out of an act or
 3550  omission in reliance on the dissolution before the person knew
 3551  or had notice of the reinstatement are not affected.
 3552         (4)The name of the dissolved limited liability company is
 3553  not available for assumption or use by another business entity
 3554  until 1 year after the effective date of dissolution unless the
 3555  dissolved limited liability company provides the department with
 3556  a record executed as required pursuant to s. 605.0203 permitting
 3557  the immediate assumption or use of the name by another limited
 3558  liability company.
 3559         605.0716Judicial review of denial of reinstatement.—
 3560         (1) If the department denies a limited liability company’s
 3561  application for reinstatement after administrative dissolution,
 3562  the department shall serve the company with a notice in a record
 3563  that explains the reason or reasons for the denial.
 3564         (2)Within 30 days after service of a notice of denial of
 3565  reinstatement, a limited liability company may appeal the denial
 3566  by petitioning the circuit court in the applicable county, as
 3567  defined in s. 605.0711(15), to set aside the dissolution. The
 3568  petition must be served on the department and contain a copy of
 3569  the department’s notice of administrative dissolution, the
 3570  company’s application for reinstatement, and the department’s
 3571  notice of denial.
 3572         (3)The court may order the department to reinstate a
 3573  dissolved limited liability company or take other action the
 3574  court considers appropriate.
 3575         605.0717Effect of dissolution.—
 3576         (1)Dissolution of a limited liability company does not:
 3577         (a)Transfer title to the limited liability company’s
 3578  assets;
 3579         (b)Prevent commencement of a proceeding by or against the
 3580  limited liability company in its name;
 3581         (c)Abate or suspend a proceeding pending by or against the
 3582  limited liability company on the effective date of dissolution;
 3583  or
 3584         (d)Terminate the authority of the registered agent of the
 3585  limited liability company.
 3586         (2)Except as provided in s. 605.0715(4), the name of the
 3587  dissolved limited liability company is not available for
 3588  assumption or use by another business entity until 120 days
 3589  after the effective date of dissolution or filing of a statement
 3590  of termination, if earlier.
 3591         605.0801Direct action by member.—
 3592         (1)Subject to subsection (2), a member may maintain a
 3593  direct action against another member, a manager, or the limited
 3594  liability company to enforce the member’s rights and otherwise
 3595  protect the member’s interests, including rights and interests
 3596  under the operating agreement or this chapter or arising
 3597  independently of the membership relationship.
 3598         (2)A member maintaining a direct action under this section
 3599  must plead and prove an actual or threatened injury that is not
 3600  solely the result of an injury suffered or threatened to be
 3601  suffered by the limited liability company.
 3602         605.0802Derivative action.—A member may maintain a
 3603  derivative action to enforce a right of a limited liability
 3604  company if:
 3605         (1)The member first makes a demand on the other members in
 3606  a member-managed limited liability company or the managers of a
 3607  manager-managed limited liability company requesting that the
 3608  managers or other members cause the company to take suitable
 3609  action to enforce the right, and the managers or other members
 3610  do not take the action within a reasonable time, not to exceed
 3611  90 days; or
 3612         (2)A demand under subsection (1) would be futile, or
 3613  irreparable injury would result to the company by waiting for
 3614  the other members or the managers to take action to enforce the
 3615  right in accordance with subsection (1).
 3616         605.0803Proper plaintiff.—A derivative action to enforce a
 3617  right of a limited liability company may be maintained only by a
 3618  person who is a member at the time the action is commenced and:
 3619         (1)Was a member when the conduct giving rise to the action
 3620  occurred; or
 3621         (2)Whose status as a member devolved on the person by
 3622  operation of law or pursuant to the terms of the operating
 3623  agreement from a person who was a member at the time of the
 3624  conduct.
 3625         605.0804Special litigation committee.—
 3626         (1)If a limited liability company is named as or made a
 3627  party in a derivative action, the company may appoint a special
 3628  litigation committee to investigate the claims asserted in the
 3629  derivative action and determine whether pursuing the action is
 3630  in the best interest of the company. If the company appoints a
 3631  special litigation committee, on motion, except for good cause
 3632  shown, the court may stay any derivative action for the time
 3633  reasonably necessary to permit the committee to make its
 3634  investigation. This subsection does not prevent the court from:
 3635         (a)Enforcing a person’s rights under the company’s
 3636  operating agreement or this chapter, including the person’s
 3637  rights to information under s. 605.0410; or
 3638         (b)Exercising its equitable or other powers, including
 3639  granting extraordinary relief in the form of a temporary
 3640  restraining order or preliminary injunction.
 3641         (2)A special litigation committee must be composed of one
 3642  or more disinterested and independent individuals, who may be
 3643  members.
 3644         (3)A special litigation committee may be appointed:
 3645         (a)In a member-managed limited liability company, by the
 3646  consent of the members who are not named as parties in the
 3647  derivative action, who are otherwise disinterested and
 3648  independent, and who hold a majority of the current percentage
 3649  or other interest in the profits of the company owned by all of
 3650  the members of the company who are not named as parties in the
 3651  derivative action and who are otherwise disinterested and
 3652  independent;
 3653         (b)In a manager-managed limited liability company, by a
 3654  majority of the managers not named as parties in the derivative
 3655  action and who are otherwise disinterested and independent; or
 3656         (c)Upon motion by the limited liability company,
 3657  consisting of a panel of one or more disinterested and
 3658  independent persons.
 3659         (4)After appropriate investigation, a special litigation
 3660  committee shall determine what action is in the best interest of
 3661  the limited liability company, including continuing, dismissing,
 3662  or settling the derivative action or taking another action that
 3663  the special litigation committee deems appropriate.
 3664         (5)After making a determination under subsection (4), a
 3665  special litigation committee shall file or cause to be filed
 3666  with the court a statement of its determination and its report
 3667  supporting its determination and shall serve each party to the
 3668  derivative action with a copy of the determination and report.
 3669  Upon motion to enforce the determination of the special
 3670  litigation committee, the court shall determine whether the
 3671  members of the committee were disinterested and independent and
 3672  whether the committee conducted its investigation and made its
 3673  recommendation in good faith, independently, and with reasonable
 3674  care, with the committee having the burden of proof. If the
 3675  court finds that the members of the committee were disinterested
 3676  and independent and that the committee acted in good faith,
 3677  independently, and with reasonable care, the court may enforce
 3678  the determination of the committee. Otherwise, the court shall
 3679  dissolve any stay of derivative action entered under subsection
 3680  (1) and allow the derivative action to continue under the
 3681  control of the plaintiff.
 3682         605.0805Proceeds and expenses.—
 3683         (1)Except as otherwise provided in subsection (2):
 3684         (a)Proceeds or other benefits of a derivative action under
 3685  s. 605.0802, whether by judgment, compromise, or settlement,
 3686  belong to the limited liability company and not to the
 3687  plaintiff; and
 3688         (b)If the plaintiff receives any proceeds, the plaintiff
 3689  shall remit them immediately to the company.
 3690         (2)If a derivative action under s. 608.0802 is successful
 3691  in whole or in part, the court may award the plaintiff
 3692  reasonable expenses, including reasonable attorney fees and
 3693  costs, from the recovery of the limited liability company.
 3694         605.0806Voluntary dismissal or settlement; notice.—
 3695         (1)A derivative action on behalf of a limited liability
 3696  company may not be voluntarily dismissed or settled without the
 3697  court’s approval.
 3698         (2) If the court determines that a proposed voluntary
 3699  dismissal or settlement will substantially affect the interest
 3700  of the limited liability company’s members or a class, series,
 3701  or voting group of members, the court shall direct that notice
 3702  be given to the members affected. The court may determine which
 3703  party or parties to the derivative action shall bear the expense
 3704  of giving the notice.
 3705         605.0901Governing law.—
 3706         (1)The law of the state or other jurisdiction under which
 3707  a foreign limited liability company exists governs:
 3708         (a)The organization and internal affairs of the foreign
 3709  limited liability company; and
 3710         (b)The liability of a member as member and a manager as
 3711  manager for the debts, obligations, or other liabilities of the
 3712  foreign limited liability company.
 3713         (2)A foreign limited liability company may not be denied a
 3714  certificate of authority by reason of a difference between its
 3715  jurisdiction of formation and the laws of this state.
 3716         (3)A certificate of authority does not authorize a foreign
 3717  limited liability company to engage in any business or exercise
 3718  any power that a limited liability company may not engage in or
 3719  exercise in this state.
 3720         605.0902Application for certificate of authority.—
 3721         (1)A foreign limited liability company may not transact
 3722  business in this state until it obtains a certificate of
 3723  authority from the department. A foreign limited liability
 3724  company may apply for a certificate of authority to transact
 3725  business in this state by delivering an application to the
 3726  department for filing. Such application must be made on forms
 3727  prescribed by the department. The application must contain the
 3728  following:
 3729         (a)The name of the foreign limited liability company and,
 3730  if the name does not comply with s. 605.0112, an alternate name
 3731  adopted pursuant to s. 605.0906.
 3732         (b)The name of the foreign limited liability company’s
 3733  jurisdiction of formation.
 3734         (c)The principal office and mailing addresses of the
 3735  foreign limited liability company.
 3736         (d)The name and street address in this state of, and the
 3737  written acceptance by, the foreign limited liability company’s
 3738  initial registered agent in this state.
 3739         (e)The name, title or capacity, and address of at least
 3740  one person who has the authority to manage the foreign limited
 3741  liability company.
 3742         (f)Additional information as may be necessary or
 3743  appropriate in order to enable the department to determine
 3744  whether the foreign limited liability company is entitled to
 3745  file an application for a certificate of authority to transact
 3746  business in this state and to determine and assess the fees as
 3747  prescribed in this chapter.
 3748         (2)A foreign limited liability company shall deliver with
 3749  a completed application under subsection (1) a certificate of
 3750  existence or a record of similar import signed by the Secretary
 3751  of State or other official having custody of the foreign limited
 3752  liability company’s publicly filed records in its jurisdiction
 3753  of formation, dated not more than 90 days before the delivery of
 3754  the application to the department.
 3755         (3)For purposes of complying with the requirements of this
 3756  chapter, the department may require each individual series or
 3757  cell of a foreign series limited liability company that
 3758  transacts business in this state to make a separate application
 3759  for certificate of authority, and to make such other filings as
 3760  may be required for purposes of complying with the requirements
 3761  of this chapter as if each such series or cell were a separate
 3762  foreign limited liability company.
 3763         605.0903Effect of a certificate of authority.—
 3764         (1)Unless the department determines that an application
 3765  for a certificate of authority of a foreign limited liability
 3766  company to transact business in this state does not comply with
 3767  the filing requirements of this chapter, the department shall,
 3768  upon payment of all filing fees, authorize the foreign limited
 3769  liability company to transact business in this state and file
 3770  the application for a certificate of authority.
 3771         (2)The filing by the department of an application for a
 3772  certificate of authority authorizes the foreign limited
 3773  liability company that files the application to transact
 3774  business in this state, subject, however, to the right of the
 3775  department to suspend or revoke the certificate of authority as
 3776  provided in this chapter.
 3777         605.0904Effect of failure to have certificate of
 3778  authority.—
 3779         (1)A foreign limited liability company transacting
 3780  business in this state or its successors may not maintain an
 3781  action or proceeding in this state unless it has a certificate
 3782  of authority to transact business in this state.
 3783         (2)The successor to a foreign limited liability company
 3784  that transacted business in this state without a certificate of
 3785  authority and the assignee of a cause of action arising out of
 3786  that business may not maintain a proceeding based on that cause
 3787  of action in a court in this state until the foreign limited
 3788  liability company or its successor obtains a certificate of
 3789  authority.
 3790         (3)A court may stay a proceeding commenced by a foreign
 3791  limited liability company or its successor or assignee until it
 3792  determines whether the foreign limited liability company or its
 3793  successor requires a certificate of authority. If it so
 3794  determines, the court may further stay the proceeding until the
 3795  foreign limited liability company or its successor obtains the
 3796  certificate.
 3797         (4)The failure of a foreign limited liability company to
 3798  have a certificate of authority to transact business in this
 3799  state does not impair the validity of a contract or act of the
 3800  foreign limited liability company or prevent the foreign limited
 3801  liability company from defending an action or proceeding in this
 3802  state.
 3803         (5)A member or manager of a foreign limited liability
 3804  company is not liable for the debts, obligations, or other
 3805  liabilities of the foreign limited liability company solely
 3806  because the foreign limited liability company transacted
 3807  business in this state without a certificate of authority.
 3808         (6)If a foreign limited liability company transacts
 3809  business in this state without a certificate of authority or
 3810  cancels its certificate of authority, it appoints the department
 3811  as its agent for service of process for rights of action arising
 3812  out of the transaction of business in this state.
 3813         (7)A foreign limited liability company that transacts
 3814  business in this state without obtaining a certificate of
 3815  authority is liable to this state for the years or parts thereof
 3816  during which it transacted business in this state without
 3817  obtaining a certificate of authority in an amount equal to all
 3818  fees and penalties that would have been imposed by this chapter
 3819  upon the foreign limited liability company had it duly applied
 3820  for and received a certificate authority to transact business in
 3821  this state as required under this chapter. In addition to the
 3822  payments thus prescribed, the foreign limited liability company
 3823  is liable for a civil penalty of at least $500 but not more than
 3824  $1,000 for each year or part thereof during which it transacts
 3825  business in this state without a certificate of authority. The
 3826  department may collect all penalties due under this subsection.
 3827         605.0905Activities not constituting transacting business.—
 3828         (1) The following activities, among others, do not
 3829  constitute transacting business within the meaning of s.
 3830  605.0902(1):
 3831         (a)Maintaining, defending, or settling any proceeding.
 3832         (b)Holding meetings of the managers or members or carrying
 3833  on other activities concerning internal company affairs.
 3834         (c)Maintaining bank accounts.
 3835         (d)Maintaining managers or agencies for the transfer,
 3836  exchange, and registration of the foreign limited liability
 3837  company’s own securities or maintaining trustees or depositaries
 3838  with respect to those securities.
 3839         (e)Selling through independent contractors.
 3840         (f)Soliciting or obtaining orders, whether by mail or
 3841  through employees, agents, or otherwise, if the orders require
 3842  acceptance outside this state before they become contracts.
 3843         (g)Creating or acquiring indebtedness, mortgages, and
 3844  security interests in real or personal property.
 3845         (h)Securing or collecting debts or enforcing mortgages and
 3846  security interests in property securing the debts.
 3847         (i)Transacting business in interstate commerce.
 3848         (j)Conducting an isolated transaction that is completed
 3849  within 30 days and that is not one in the course of repeated
 3850  transactions of a like nature.
 3851         (k)Owning and controlling a subsidiary corporation
 3852  incorporated in or limited liability company formed in, or
 3853  transacting business within, this state; voting the stock of any
 3854  such subsidiary corporation; or voting the membership interests
 3855  of any such limited liability company, which it has lawfully
 3856  acquired.
 3857         (l)Owning a limited partner interest in a limited
 3858  partnership that is transacting business within this state,
 3859  unless the limited partner manages or controls the partnership
 3860  or exercises the powers and duties of a general partner.
 3861         (m)Owning, without more, real or personal property.
 3862         (2)The list of activities in subsection (1) is not an
 3863  exhaustive list of activities that constitute transacting
 3864  business within the meaning of s. 605.0902(1).
 3865         (3)The ownership in this state of income-producing real
 3866  property or tangible personal property, other than property
 3867  excluded under subsection (1), constitutes transacting business
 3868  in this state for purposes of s. 605.0902(1).
 3869         (4)This section does not apply when determining the
 3870  contacts or activities that may subject a foreign limited
 3871  liability company to service of process, taxation, or regulation
 3872  under the law of this state other than this chapter.
 3873         605.0906Noncomplying name of foreign limited liability
 3874  company.—
 3875         (1)A foreign limited liability company whose name is
 3876  unavailable under or whose name does not otherwise comply with
 3877  s. 605.0112 may use an alternate name that complies with s.
 3878  605.0112 to transact business in this state. An alternate name
 3879  adopted for use in this state shall be cross-referenced to the
 3880  actual name of the foreign limited liability company in the
 3881  records of the department. If the actual name of the foreign
 3882  limited liability company subsequently becomes available in this
 3883  state or the foreign limited liability company chooses to change
 3884  its alternate name, a copy of the record approving the change by
 3885  its members, managers, or other persons having the authority to
 3886  do so, and executed as required pursuant to s. 605.0203, shall
 3887  be delivered to the department for filing.
 3888         (2)A foreign limited liability company that adopts an
 3889  alternate name under subsection (1) and obtains a certificate of
 3890  authority with the alternate name need not comply with s.
 3891  865.09.
 3892         (3)After obtaining a certificate of authority with an
 3893  alternate name, a foreign limited liability company shall
 3894  transact business in this state under the alternate name unless
 3895  the company is authorized under s. 865.09 to transact business
 3896  in this state under another name.
 3897         (4)If a foreign limited liability company authorized to
 3898  transact business in this state changes its name to one that
 3899  does not comply with s. 605.0112, it may not thereafter transact
 3900  business in this state until it complies with subsection (1) and
 3901  obtains an amended certificate of authority.
 3902         605.0907Amendment to certificate of authority.—
 3903         (1)A foreign limited liability company authorized to
 3904  transact business in this state shall deliver for filing an
 3905  amendment to its certificate of authority to reflect the change
 3906  of any of the following:
 3907         (a)Its name on the records of the department.
 3908         (b)Its jurisdiction of formation.
 3909         (c)The name and street address in this state of the
 3910  company’s registered agent in this state, unless the change was
 3911  timely made in accordance with s. 605.0114 or s. 605.0116.
 3912         (d)Any person identified in accordance with s.
 3913  605.0902(1)(e), or a change in the title or capacity or address
 3914  of that person.
 3915         (2) The amendment must be filed within 30 days after the
 3916  occurrence of a change described in subsection (1), must be
 3917  signed by an authorized representative of the foreign limited
 3918  liability company, and must state the following:
 3919         (a)The name of the foreign limited liability company as it
 3920  appears on the records of the department.
 3921         (b)Its jurisdiction of formation.
 3922         (c)The date the foreign limited liability company was
 3923  authorized to transact business this state.
 3924         (d)If the name of the foreign limited liability company
 3925  has been changed, the name relinquished and its new name.
 3926         (e)If the amendment changes the jurisdiction of formation
 3927  of the foreign limited liability company, a statement of that
 3928  change.
 3929         (3)Subject to subsection (4), a foreign limited liability
 3930  company authorized to do business in this state may make
 3931  application to the department to obtain an amended certificate
 3932  of authority to add, remove, or change the name, title,
 3933  capacity, or address of a person who has the authority to manage
 3934  the foreign limited liability company.
 3935         (4)The requirements of s. 605.0902(2) for obtaining an
 3936  original certificate of authority apply to obtaining an amended
 3937  certificate under this section unless the Secretary of State or
 3938  other official having custody of the foreign limited liability
 3939  company’s publicly filed records in its jurisdiction of
 3940  formation did not require an amendment to effectuate the change
 3941  on its records.
 3942         605.0908Revocation of certificate of authority.—
 3943         (1)A certificate of authority of a foreign limited
 3944  liability company to transact business in this state may be
 3945  revoked by the department if:
 3946         (a)The foreign limited liability company does not deliver
 3947  its annual report to the department by 5 p.m. Eastern Time on
 3948  the third Friday in September of each year;
 3949         (b)The foreign limited liability company does not pay a
 3950  fee or penalty due to the department under this chapter;
 3951         (c)The foreign limited liability company does not appoint
 3952  and maintain a registered agent as required under s. 605.0113;
 3953         (d)The foreign limited liability company does not deliver
 3954  for filing a statement of a change under s. 605.0114 within 30
 3955  days after a change has occurred in the name or address of the
 3956  agent, unless, within 30 days after the change occurred, either:
 3957         1.The registered agent files a statement of change under
 3958  s. 605.0116; or
 3959         2.The change was made in accordance with s. 605.0114(4) or
 3960  s. 605.0907(1)(d);
 3961         (e)The foreign limited liability company has failed to
 3962  amend its certificate of authority to reflect a change in its
 3963  name on the records of the department or its jurisdiction of
 3964  formation;
 3965         (f)The department receives a duly authenticated
 3966  certificate from the official having custody of records in the
 3967  company’s jurisdiction of formation stating that it has been
 3968  dissolved or is no longer active on the official’s records;
 3969         (g)The foreign limited liability company’s period of
 3970  duration has expired;
 3971         (h)A member, manager, or agent of the foreign limited
 3972  liability company signs a document that the member, manager, or
 3973  agent knew was false in a material respect with the intent that
 3974  the document be delivered to the department for filing; or
 3975         (i)The foreign limited liability company has failed to
 3976  answer truthfully and fully, within the time prescribed in s.
 3977  605.1104, interrogatories propounded by the department.
 3978         (2)Revocation of a foreign limited liability company’s
 3979  certificate of authority for failure to file an annual report
 3980  shall occur on the 4th Friday in September of each year. The
 3981  department shall issue a notice in a record of the revocation to
 3982  the revoked foreign limited liability company. Issuance of the
 3983  notice may be by electronic transmission to a foreign limited
 3984  liability company that has provided the department with an e
 3985  mail address.
 3986         (3)If the department determines that one or more grounds
 3987  exist under paragraphs (1)(b)–(i) for revoking a foreign limited
 3988  liability company’s certificate of authority, the department
 3989  shall issue a notice in a record to the foreign limited
 3990  liability company of the department’s intent to revoke the
 3991  certificate of authority. Issuance of the notice may be by
 3992  electronic transmission to a foreign limited liability company
 3993  that has provided the department with an e-mail address.
 3994         (4)If, within 60 days after the department sends the
 3995  notice of intent to revoke in accordance with subsection (3),
 3996  the foreign limited liability company does not correct each
 3997  ground for revocation or demonstrate to the reasonable
 3998  satisfaction of the department that each ground determined by
 3999  the department does not exist, the department shall revoke the
 4000  foreign limited liability company’s authority to transact
 4001  business in this state and issue a notice in a record of
 4002  revocation which states the grounds for revocation. Issuance of
 4003  the notice may be by electronic transmission to a foreign
 4004  limited liability company that has provided the department with
 4005  an e-mail address.
 4006         605.0909Reinstatement following revocation of certificate
 4007  of authority.—
 4008         (1)A foreign limited liability company whose certificate
 4009  of authority has been revoked may apply to the department for
 4010  reinstatement at any time after the effective date of the
 4011  revocation. The foreign limited liability company applying for
 4012  reinstatement must provide information in a form prescribed and
 4013  furnished by the department and pay all fees and penalties then
 4014  owed by the foreign limited liability company at rates provided
 4015  by law at the time the foreign limited liability company applies
 4016  for reinstatement.
 4017         (2)If the department determines that an application for
 4018  reinstatement contains the information required under subsection
 4019  (1) and that the information is correct, upon payment of all
 4020  required fees and penalties, the department shall reinstate the
 4021  foreign limited liability company’s certificate of authority.
 4022         (3)When a reinstatement becomes effective, it relates back
 4023  to and takes effect as of the effective date of the revocation
 4024  of authority and the foreign limited liability company may
 4025  resume its activities in this state as if the revocation of
 4026  authority had not occurred.
 4027         (4)The name of the foreign limited liability company whose
 4028  certificate of authority has been revoked is not available for
 4029  assumption or use by another business entity until 1 year after
 4030  the effective date of revocation of authority unless the limited
 4031  liability company provides the department with a record executed
 4032  pursuant to s. 605.0203 which authorizes the immediate
 4033  assumption or use of its name by another limited liability
 4034  company.
 4035         (5)If the name of the foreign limited liability company
 4036  applying for reinstatement has been lawfully assumed in this
 4037  state by another business entity, the department shall require
 4038  the foreign limited liability company to comply with s. 605.0906
 4039  before accepting its application for reinstatement.
 4040         605.0910Withdrawal and cancellation of certificate of
 4041  authority.—To cancel its certificate of authority to transact
 4042  business in this state, a foreign limited liability company must
 4043  deliver to the department for filing a notice of withdrawal of
 4044  certificate of authority. The certificate is canceled when the
 4045  notice becomes effective pursuant to s. 605.0207. The notice of
 4046  withdrawal of certificate of authority must be signed by an
 4047  authorized representative and state the following:
 4048         (1)The name of the foreign limited liability company as it
 4049  appears on the records of the department.
 4050         (2)The name of the foreign limited liability company’s
 4051  jurisdiction of formation.
 4052         (3)The date the foreign limited liability company was
 4053  authorized to transact business in this state.
 4054         (4)The foreign limited liability company is withdrawing
 4055  its certificate of authority in this state.
 4056         605.0911Withdrawal deemed on conversion to domestic filing
 4057  entity.—A registered foreign limited liability company that
 4058  converts to a domestic limited liability company or to another
 4059  domestic entity that is organized, incorporated, registered or
 4060  otherwise formed through the delivery of a record to the
 4061  department for filing is deemed to have withdrawn its
 4062  certificate of authority on the effective date of the
 4063  conversion.
 4064         605.0912Withdrawal on dissolution, merger, or conversion
 4065  to nonfiling entity.—
 4066         (1) A registered foreign limited liability company that has
 4067  dissolved and completed winding up, merged into a foreign entity
 4068  that is not registered in this state, or has converted to a
 4069  domestic or foreign entity that is not organized, incorporated,
 4070  registered or otherwise formed through the public filing of a
 4071  record, shall deliver a notice of withdrawal of certificate of
 4072  authority to the department for filing in accordance with s.
 4073  605.0910.
 4074         (2) After a withdrawal under this section of a foreign
 4075  entity that has converted to another type of entity is
 4076  effective, service of process in any action or proceeding based
 4077  on a cause of action arising during the time the foreign limited
 4078  liability company was registered to do business in this state
 4079  may be made pursuant to s. 605.0117.
 4080         605.0913Action by Department of Legal Affairs.—The
 4081  Department of Legal Affairs may maintain an action to enjoin a
 4082  foreign limited liability company from transacting business in
 4083  this state in violation of this chapter.
 4084         605.1001Relationship of the provisions of ss. 605.1001
 4085  605.1072 to other laws.—
 4086         (1)The provisions of ss. 605.1001-605.1072 do not
 4087  authorize an act prohibited by, and do not affect the
 4088  application or requirements of, law other than the provisions of
 4089  ss. 605.1001-605.1072.
 4090         (2)A transaction effected under ss. 605.1001-605.1072 may
 4091  not create or impair a right or obligation on the part of a
 4092  person under a provision of the law of this state other than ss.
 4093  605.1001-605.1072, relating to a change in control, takeover,
 4094  business combination, control-share acquisition, or similar
 4095  transaction involving a merging, acquiring, or converting
 4096  domestic business corporation unless:
 4097         (a)If the corporation does not survive the transaction,
 4098  the transaction satisfies the requirements of the provision; or
 4099         (b)If the corporation survives the transaction, the
 4100  approval of the plan is by a vote of the shareholders or
 4101  directors which would be sufficient to create or impair the
 4102  right or obligation directly under the provision.
 4103         605.1002Charitable and donative provisions.—
 4104         (1) Property held for a charitable purpose under the law of
 4105  this state by a domestic or foreign entity immediately before a
 4106  transaction under this chapter becomes effective may not, as a
 4107  result of the transaction, be diverted from the objects for
 4108  which it was donated, granted, devised, or otherwise transferred
 4109  unless, to the extent required under or pursuant to the law of
 4110  this state concerning cy pres or other law dealing with
 4111  nondiversion of charitable assets, the entity obtains an
 4112  appropriate order of the appropriate court specifying the
 4113  disposition of the property.
 4114         (2)A bequest, devise, gift, grant, or promise contained in
 4115  a will or other instrument of donation, subscription, or
 4116  conveyance that is made to a merging entity that is not the
 4117  surviving entity and that takes effect or remains payable after
 4118  the merger inures to the surviving entity. A trust obligation
 4119  that would govern property if transferred to the nonsurviving
 4120  entity applies to property that is transferred to the surviving
 4121  entity under this section.
 4122         605.1003Status of filings.—A filing under ss. 605.1001
 4123  605.1072 signed by a domestic entity becomes part of the public
 4124  organic record of the entity if the entity’s organic law
 4125  provides that similar filings under that law become part of the
 4126  public organic record of the entity.
 4127         605.1004Nonexclusivity.—The fact that a transaction under
 4128  ss. 605.1001-605.1072 produces a certain result does not
 4129  preclude the same result from being accomplished in any other
 4130  manner authorized under a law other than the provisions of ss.
 4131  605.1001-605.1072.
 4132         605.1005Reference to external facts.—A plan may refer to
 4133  facts ascertainable outside the plan if the manner in which the
 4134  facts will operate upon the plan is specified in the plan. The
 4135  facts may include the occurrence of an event or a determination
 4136  or action by a person, whether or not the event, determination,
 4137  or action is within the control of a party to the transaction.
 4138         605.1006Appraisal rights.—
 4139         (1)A member of a limited liability company is entitled to
 4140  appraisal rights and to obtain payment of the fair value of that
 4141  member’s membership interest in the following events:
 4142         (a)Consummation of a merger of a limited liability company
 4143  pursuant to this chapter where the member possessed the right to
 4144  vote upon the merger.
 4145         (b)Consummation of a conversion of such limited liability
 4146  company pursuant to this chapter where the member possessed the
 4147  right to vote upon the conversion.
 4148         (c)Consummation of an interest exchange pursuant to this
 4149  chapter where the member possessed the right to vote upon the
 4150  interest exchange except that appraisal rights are not available
 4151  to any interest holder of the limited liability company whose
 4152  interest in the limited liability company is not subject to
 4153  exchange in the interest exchange.
 4154         (d)Consummation of a sale of substantially all of the
 4155  assets of a limited liability company where the member possessed
 4156  the right to vote upon the sale unless the sale is pursuant to
 4157  court order or the sale is for cash pursuant to a plan under
 4158  which all or substantially all of the net proceeds of the sale
 4159  will be distributed to the interest holders within 1 year after
 4160  the date of sale.
 4161         (e)An amendment to the organic rules of the entity which
 4162  reduces the interest of the holder to a fraction of an interest,
 4163  if the limited liability company will be obligated to or will
 4164  have the right to repurchase the fractional interest so created.
 4165         (f)An amendment to the organic rules of an entity, the
 4166  effect of which is to alter or abolish voting or other rights
 4167  with respect to such interest in a manner that is adverse to the
 4168  interest of such member, except as the right may be affected by
 4169  the voting or other rights of new interests then being
 4170  authorized of a new class or series of interests.
 4171         (g)An amendment to the organic rules of an entity the
 4172  effect of which is to adversely affect the interest of the
 4173  member by altering or abolishing appraisal rights under this
 4174  section.
 4175         (h)To the extent otherwise expressly authorized by the
 4176  organic rules of the limited liability company.
 4177         (2)A limited liability company may modify, restrict, or
 4178  eliminate the appraisal rights provided in this section in its
 4179  organic rules if the provision modifying, restricting, or
 4180  eliminating the appraisal rights is authorized by each member
 4181  whose appraisal rights are being modified, restricted, or
 4182  eliminated. Organic rules containing an express waiver of
 4183  appraisal rights that are approved by a member constitute a
 4184  waiver of appraisal rights with respect to such member to the
 4185  extent provided in such organic rules.
 4186         (3)To the extent that appraisal rights are available
 4187  hereunder, ss. 605.1061-605.1072 govern the procedures with
 4188  respect to such appraisal rights as between the limited
 4189  liability company and its members.
 4190         (4)Notwithstanding subsection (1), the availability of
 4191  appraisal rights must be limited in accordance with the
 4192  following provisions:
 4193         (a)Appraisal rights are not available for holders of a
 4194  membership interests that are:
 4195         1.A covered security under section 18(b)(1)(A) or (B) of
 4196  the Securities Act of 1933, as amended;
 4197         2.Traded in an organized market and part of a class or
 4198  series that has at least 2,000 members or other holders and a
 4199  market value of at least $20 million, exclusive of the value of
 4200  such class or series of membership interests held by the limited
 4201  liability company’s subsidiaries, senior executives, managers,
 4202  and beneficial members owning more than 10 percent of such class
 4203  or series of membership interests; or
 4204         3.Issued by an open-end management investment company
 4205  registered with the Securities and Exchange Commission under the
 4206  Investment Company Act of 1940 and subject to being redeemed at
 4207  the option of the holder at net asset value.
 4208         (b)The applicability of paragraph (a) shall be determined
 4209  as of the date fixed to determine the members entitled to
 4210  receive notice of and to vote upon the appraisal event, or the
 4211  day before the effective date of such appraisal event if there
 4212  is no meeting of the members to vote upon the appraisal event.
 4213         (c)Subsection (4) does not apply to, and appraisal rights
 4214  must be available pursuant to subsection (1) for, any members
 4215  who are required by the appraisal event to accept for their
 4216  membership interests anything other than cash or a proprietary
 4217  interest in an entity that satisfies the standards provided in
 4218  paragraph (a) at the time the appraisal event becomes effective.
 4219         (d)Subsection (4) does not apply to, and appraisal rights
 4220  must be available pursuant to subsection (1) for, the holder of
 4221  a membership interest if:
 4222         1.Any of the members’ interests in the limited liability
 4223  company or the limited liability company’s assets are being
 4224  acquired or converted, whether by merger, conversion, or
 4225  otherwise, pursuant to the appraisal event by a person or by an
 4226  affiliate of a person who:
 4227         a.Is or at any time in the 1-year period immediately
 4228  preceding approval of the appraisal event was the beneficial
 4229  owner of 20 percent or more of those interests in the limited
 4230  liability company entitled to vote on the appraisal event,
 4231  excluding any such interests acquired pursuant to an offer for
 4232  all interests having such voting rights, if such offer was made
 4233  within 1 year before the appraisal event for consideration of
 4234  the same kind and of a value equal to or less than that paid in
 4235  connection with the appraisal event; or
 4236         b.Directly or indirectly has, or at any time in the 1-year
 4237  period immediately preceding approval of the appraisal event
 4238  had, the power, contractually or otherwise, to cause the
 4239  appointment or election of any senior executives or managers of
 4240  the limited liability company; or
 4241         2.Any of the members’ interests in the limited liability
 4242  company or the limited liability company’s assets are being
 4243  acquired or converted, whether by merger, conversion, or
 4244  otherwise, pursuant to the appraisal event by a person, or by an
 4245  affiliate of a person, who is or at any time in the 1-year
 4246  period immediately preceding approval of the appraisal event was
 4247  a senior executive of the limited liability company or a senior
 4248  executive of any affiliate of the limited liability company, and
 4249  that senior executive will receive, as a result of the limited
 4250  liability company action, a financial benefit not generally
 4251  available to members, other than:
 4252         a.Employment, consulting, retirement, or similar benefits
 4253  established separately and not as part, or in contemplation, of
 4254  the appraisal event;
 4255         b.Employment, consulting, retirement, or similar benefits
 4256  established in contemplation, or as part, of the appraisal event
 4257  which are not more favorable than those existing before the
 4258  appraisal event or, if more favorable, which have been approved
 4259  by the limited liability company; or
 4260         c.In the case of a manager of the limited liability
 4261  company who will, during or as the result of the appraisal
 4262  event, become a manager, general partner, or director of the
 4263  surviving or converted entity or one of its affiliates, those
 4264  rights and benefits as a manager, general partner, or director
 4265  which are provided on the same basis as those afforded by the
 4266  surviving or converted entity generally to other managers,
 4267  general partners, or directors of the surviving or converted
 4268  entity or its affiliate.
 4269         (e)For the purposes of sub-subparagraph (4)(d)1.a., the
 4270  term “beneficial owner” means a person who, directly or
 4271  indirectly, through a contract, arrangement, or understanding,
 4272  other than a revocable proxy, has or shares the right to vote or
 4273  to direct the voting of an interest in a limited liability
 4274  company with respect to approval of the appraisal event;
 4275  however, a member of a national securities exchange may not be
 4276  deemed to be a beneficial owner of an interest in a limited
 4277  liability company held directly or indirectly by it on behalf of
 4278  another person solely because the member is the record holder of
 4279  interests in the limited liability company if the member is
 4280  precluded by the rules of such exchange from voting without
 4281  instruction on contested matters or matters that may
 4282  substantially affect the rights or privileges of the holders of
 4283  the interests in the limited liability company to be voted. If
 4284  two or more persons agree to act together for the purpose of
 4285  voting such interests, each member of the group formed thereby
 4286  is deemed to have acquired beneficial ownership, as of the date
 4287  of such agreement, of all voting interests in the limited
 4288  liability company beneficially owned by a member or members of
 4289  the group.
 4290         605.1021Merger authorized.—
 4291         (1)By complying with the provisions of ss. 605.1021
 4292  605.1026:
 4293         (a)One or more domestic limited liability companies may
 4294  merge with one or more domestic or foreign entities into a
 4295  domestic or foreign surviving entity; and
 4296         (b)Two or more foreign entities may merge into a domestic
 4297  limited liability company.
 4298         (2)By complying with the provisions of ss. 605.1021
 4299  605.1026 which are applicable to foreign entities, a foreign
 4300  entity may be a party to a merger under the provisions of ss.
 4301  605.1021-605.1026 or may be the surviving entity in such a
 4302  merger if the merger is authorized by the law of the foreign
 4303  entity’s jurisdiction of formation.
 4304         (3)In the case of a merger involving a limited liability
 4305  company that is a not-for-profit company, the surviving limited
 4306  liability company or other business entity must also be a not
 4307  for-profit entity.
 4308         605.1022Plan of merger.—
 4309         (1)A domestic limited liability company may become a party
 4310  to a merger under the provisions of ss. 605.1021-605.1026 by
 4311  approving a plan of merger. The plan must be in a record and
 4312  contain the following:
 4313         (a)As to each merging entity, its name, jurisdiction of
 4314  formation, and type of entity.
 4315         (b)The surviving entity in the merger.
 4316         (c)The manner and basis of converting the interests and
 4317  the rights to acquire interests in each party to the merger into
 4318  interests, securities, obligations, money, other property,
 4319  rights to acquire interests or securities, or any combination of
 4320  the foregoing.
 4321         (d)If the surviving entity exists before the merger, any
 4322  proposed amendments to or restatements of its public organic
 4323  record, or any proposed amendments to or restatements of its
 4324  private organic rules, which are or are proposed to be in a
 4325  record, and all such amendments or restatements that are
 4326  effective at the effective date of the merger.
 4327         (e)If the surviving entity is to be created in the merger,
 4328  its proposed public organic record and the full text of its
 4329  private organic rules that are proposed to be in a record, if
 4330  any.
 4331         (f)The other terms and conditions of the merger.
 4332         (g)Any other provision required by the law of a merging
 4333  entity’s jurisdiction of formation or the organic rules of a
 4334  merging entity.
 4335         (2)In addition to the requirements under subsection (1), a
 4336  plan of merger may contain any other provision not prohibited by
 4337  law.
 4338         605.1023Approval of merger.—
 4339         (1)A plan of merger is not effective unless it has been
 4340  approved:
 4341         (a)With respect to a domestic merging limited liability
 4342  company, by a majority-in-interest of the members; and
 4343         (b)In a record, by each member of a merging limited
 4344  liability company which will have interest holder liability for
 4345  debts, obligations, and other liabilities that arise after the
 4346  merger becomes effective, unless:
 4347         1.The organic rules of the company in a record provide for
 4348  the approval of a merger in which some or all of its members
 4349  become subject to interest holder liability by the vote or
 4350  consent of fewer than all of the members; and
 4351         2.The member consented in a record to or voted for that
 4352  provision of the organic rules or became a member after the
 4353  adoption of that provision.
 4354         (2)A merger involving a domestic merging entity that is
 4355  not a limited liability company is not effective unless the
 4356  merger is approved by that entity in accordance with its organic
 4357  law.
 4358         (3)A merger involving a foreign merging entity is not
 4359  effective unless the merger is approved by the foreign entity in
 4360  accordance with the law of the foreign entity’s jurisdiction of
 4361  formation.
 4362         (4)All members of each domestic limited liability company
 4363  that is a party to the merger who have a right to vote upon the
 4364  merger must be given written notice of any meeting with respect
 4365  to the approval of a plan of merger as provided in subsection
 4366  (1) not less than 10 days and not more than 60 days before the
 4367  date of the meeting at which the plan of merger is submitted for
 4368  approval by the members of such limited liability company. The
 4369  notification required under this subsection may be waived in
 4370  writing by the person or persons entitled to such notification.
 4371         (5)The notification required under subsection (4) must be
 4372  in writing and must include the following:
 4373         (a)The date, time, and place of the meeting at which the
 4374  plan of merger is to be submitted for approval by the members of
 4375  the limited liability company.
 4376         (b)A copy of the plan of merger.
 4377         (c)The statement or statements required under s. 605.1006
 4378  and ss. 605.1061-605.1072 regarding the availability of
 4379  appraisal rights, if any, to members of the limited liability
 4380  company.
 4381         (d)The date on which such notification was mailed or
 4382  delivered to the members.
 4383         (6) In addition to the requirements under subsection (5),
 4384  the notification required under subsection (4) may contain any
 4385  other information concerning the plan of merger not prohibited
 4386  by applicable law.
 4387         (7)The notification required under subsection (4) is
 4388  deemed to be given at the earliest date of:
 4389         (a)The date such notification is received;
 4390         (b)Five days after the date such notification is deposited
 4391  in the United States mail addressed to the member at the
 4392  member’s address as it appears in the books and records of the
 4393  limited liability company, with prepaid postage affixed;
 4394         (c)The date shown on the return receipt if sent by
 4395  registered or certified mail, return receipt requested, and the
 4396  receipt is signed by or on behalf of the addressee; or
 4397         (d)The date such notification is given in accordance with
 4398  the provisions of the organic rules of the limited liability
 4399  company.
 4400         605.1024Amendment or abandonment of plan of merger.—
 4401         (1) A plan of merger may be amended only with the consent
 4402  of each party to the plan except as otherwise provided in the
 4403  plan or in the organic rules of each such entity.
 4404         (2)A merging limited liability company may approve an
 4405  amendment of a plan of merger:
 4406         (a)In the same manner that the plan was approved if the
 4407  plan does not provide for the manner in which it may be amended;
 4408  or
 4409         (b)By the managers or members in the manner provided in
 4410  the plan, but a member who was entitled to vote on or consent to
 4411  the approval of the merger is entitled to vote on or consent to
 4412  an amendment of the plan which will change:
 4413         1.The amount or kind of interests, securities,
 4414  obligations, money, other property, rights to acquire interests
 4415  or securities, or any combination of the foregoing, to be
 4416  received by the interest holders of any party to the plan;
 4417         2.The public organic record, if any, or private organic
 4418  rules of the surviving entity which will be in effect
 4419  immediately after the merger becomes effective, except for
 4420  changes that do not require approval of the interest holders of
 4421  the surviving entity under its organic law or organic rules; or
 4422         3.Any other terms or conditions of the plan if the change
 4423  would adversely affect the member in any material respect.
 4424         (3)After a plan of merger has been approved and before the
 4425  articles of merger become effective, the plan may be abandoned
 4426  as provided in the plan. Unless prohibited by the plan, a
 4427  domestic merging limited liability company may abandon the plan
 4428  in the same manner as the plan was approved.
 4429         (4)If a plan of merger is abandoned after articles of
 4430  merger have been delivered to the department for filing and
 4431  before such articles of merger have become effective, a
 4432  statement of abandonment, signed by a party to the plan, must be
 4433  delivered to the department for filing before the articles of
 4434  merger become effective. The statement of abandonment takes
 4435  effect on filing, and the merger is abandoned and does not
 4436  become effective. The statement of abandonment must contain the
 4437  following:
 4438         (a)The name of each party to the plan of merger.
 4439         (b)The date on which the articles of merger were delivered
 4440  to the department for filing.
 4441         (c)A statement that the merger has been abandoned in
 4442  accordance with this section.
 4443         605.1025Articles of merger.—
 4444         (1)After a plan of merger is approved, articles of merger
 4445  must be signed by each merging entity and delivered to the
 4446  department for filing.
 4447         (2)The articles of merger must contain the following:
 4448         (a)The name, jurisdiction of formation, and type of entity
 4449  of each merging entity that is not the surviving entity.
 4450         (b)The name, jurisdiction of formation, and type of entity
 4451  of the surviving entity.
 4452         (c)A statement that the merger was approved by each
 4453  domestic merging entity that is a limited liability company, if
 4454  any, in accordance with the provisions of ss. 605.1021-605.1026;
 4455  by each other merging entity, if any, in accordance with the law
 4456  of its jurisdiction of formation; and by each member of such
 4457  limited liability company who, as a result of the merger, will
 4458  have interest holder liability under s. 605.1023(1)(b) and whose
 4459  approval is required.
 4460         (d)If the surviving entity exists before the merger and is
 4461  a domestic filing entity, any amendment to its public organic
 4462  record approved as part of the plan of merger.
 4463         (e)If the surviving entity is created by the merger and is
 4464  a domestic filing entity, its public organic record, as an
 4465  attachment.
 4466         (f)If the surviving entity is created by the merger and is
 4467  a domestic limited liability partnership or domestic limited
 4468  liability limited partnership, its statement of qualification,
 4469  as an attachment.
 4470         (g)If the surviving entity is a foreign entity that does
 4471  not have a certificate of authority to transact business in this
 4472  state, a mailing address to which the department may send any
 4473  process served on the department pursuant to s. 605.0117 and
 4474  chapter 48.
 4475         (h)A statement that the surviving entity has agreed to pay
 4476  to any members of any limited liability company with appraisal
 4477  rights the amount to which such members are entitled under the
 4478  provisions of s. 605.1006 and ss. 605.1061-605.1072.
 4479         (i)The effective date of the merger if the effective date
 4480  of the merger is not the same as the date of filing of the
 4481  articles of merger, subject to the limitations contained in s.
 4482  605.0207.
 4483         (3)In addition to the requirements of subsection (2),
 4484  articles of merger may contain any other provision not
 4485  prohibited by law.
 4486         (4)A merger becomes effective when the articles of merger
 4487  become effective, unless the articles of merger specify an
 4488  effective time or a delayed effective date that complies with s.
 4489  605.0207.
 4490         (5)A copy of the articles of merger, certified by the
 4491  department, may be filed in the official records of any county
 4492  in this state in which any party to the merger holds an interest
 4493  in real property.
 4494         (6)A limited liability company is not required to deliver
 4495  articles of merger for filing pursuant to subsection (1) if the
 4496  limited liability company is named as a merging entity or
 4497  surviving entity in articles of merger or a certificate of
 4498  merger filed for the same merger in accordance with s. 607.1109,
 4499  s. 617.1108, s. 620.2108(3), or s. 620.8918(3), and if such
 4500  articles of merger or certificate of merger substantially comply
 4501  with the requirements of this section. In such a case, the other
 4502  articles of merger or certificate of merger may also be used for
 4503  purposes of subsection (5).
 4504         605.1026Effect of merger.
 4505         (1)When a merger becomes effective:
 4506         (a)The surviving entity continues in existence;
 4507         (b)Each merging entity that is not the surviving entity
 4508  ceases to exist;
 4509         (c)All property of each merging entity vests in the
 4510  surviving entity without transfer, reversion or impairment;
 4511         (d)All debts, obligations, and other liabilities of each
 4512  merging entity are debts, obligations, and other liabilities of
 4513  the surviving entity;
 4514         (e)Except as otherwise provided by law or the plan of
 4515  merger, all the rights, privileges, immunities, powers, and
 4516  purposes of each merging entity vest in the surviving entity;
 4517         (f)If the surviving entity exists before the merger:
 4518         1. All its property continues to be vested in it without
 4519  transfer, reversion, or impairment;
 4520         2.It remains subject to all of its debts, obligations, and
 4521  other liabilities; and
 4522         3.All of its rights, privileges, immunities, powers, and
 4523  purposes continue to be vested in it;
 4524         (g)The name of the surviving entity may be substituted for
 4525  the name of any merging entity that is a party to any pending
 4526  action or proceeding;
 4527         (h)If the surviving entity exists before the merger:
 4528         1.Its public organic record, if any, is amended as
 4529  provided in the articles of merger; and
 4530         2.Its private organic rules that are to be in a record, if
 4531  any, are amended to the extent provided in the plan of merger;
 4532         (i)If the surviving entity is created by the merger:
 4533         1.Its public organic record, if any, is effective; and
 4534         2.Its private organic rules are effective; and
 4535         (j)The interests or rights to acquire interests in each
 4536  merging entity which are to be converted in the merger are
 4537  converted, and the interest holders of those interests are
 4538  entitled only to the rights provided to them under the plan of
 4539  merger and to any appraisal rights they have under s. 605.1006
 4540  and ss. 605.1061-605.1072 and the merging entity’s organic law.
 4541         (2)Except as otherwise provided in the organic law or
 4542  organic rules of a merging entity:
 4543         (a)The merger does not give rise to any rights that an
 4544  interest holder, governor, or third party would have upon a
 4545  dissolution, liquidation, or winding up of the merging entity;
 4546  and
 4547         (b)The merging entity is not required to wind up its
 4548  affairs, pay its liabilities, and distribute its assets under
 4549  ss. 605.0701-605.0717, and the merger shall not constitute a
 4550  dissolution of the merging entity.
 4551         (3)When a merger becomes effective, a person who did not
 4552  have interest holder liability with respect to any of the
 4553  merging entities and becomes subject to interest holder
 4554  liability with respect to a domestic entity as a result of the
 4555  merger will have interest holder liability only to the extent
 4556  provided by the organic law of that entity and only for those
 4557  debts, obligations, and other liabilities that arise after the
 4558  merger becomes effective.
 4559         (4)When a merger becomes effective, the interest holder
 4560  liability of a person who ceases to hold an interest in a
 4561  domestic merging entity with respect to which the person had
 4562  interest holder liability is as follows:
 4563         (a)The merger does not discharge an interest holder
 4564  liability under the organic law of the domestic merging entity
 4565  to the extent the interest holder liability arose before the
 4566  merger became effective.
 4567         (b)The person does not have interest holder liability
 4568  under the organic law of the domestic merging entity for a debt,
 4569  obligation, or other liability that arises after the merger
 4570  becomes effective.
 4571         (c)The organic law of the domestic merging entity and any
 4572  rights of contribution provided under such law, or the organic
 4573  rules of the domestic merging entity, continue to apply to the
 4574  release, collection, or discharge of any interest holder
 4575  liability preserved under paragraph (a) as if the merger had not
 4576  occurred and the surviving entity were the domestic merging
 4577  entity.
 4578         (5)When a merger becomes effective, a foreign entity that
 4579  is the surviving entity may be served with process in this state
 4580  for the collection and enforcement of any debts, obligations, or
 4581  other liabilities of a domestic merging entity as provided in s.
 4582  605.0117 and chapter 48.
 4583         (6)When a merger becomes effective, the certificate of
 4584  authority to transact business in this state of any foreign
 4585  merging entity that is not the surviving entity is canceled.
 4586         605.1031Interest exchange authorized.—
 4587         (1)By complying with the provisions of ss. 605.1031
 4588  605.1036:
 4589         (a)A domestic limited liability company may acquire all of
 4590  one or more classes or series of interests of another domestic
 4591  or foreign entity, or rights to acquire one or more classes or
 4592  series of any such interests, in exchange for interests,
 4593  securities, obligations, money, other property, rights to
 4594  acquire interests or securities, or any combination of the
 4595  foregoing; or
 4596         (b)All of one or more classes or series of interests of a
 4597  domestic limited liability company or rights to acquire one or
 4598  more classes or series of any such interests may be acquired by
 4599  another domestic or foreign entity in exchange for interests,
 4600  securities, obligations, money, other property, rights to
 4601  acquire interests or securities, or any combination of the
 4602  foregoing.
 4603         (2)By complying with the provisions of ss. 605.1031
 4604  605.1036 which are applicable to foreign entities, a foreign
 4605  entity may be the acquiring or acquired entity in an interest
 4606  exchange completed under the provisions of ss. 605.1031-605.1036
 4607  if the interest exchange is authorized by the organic law in the
 4608  foreign entity’s jurisdiction of formation.
 4609         (3)If a protected agreement contains a provision that
 4610  applies to a merger of a domestic limited liability company but
 4611  does not refer to an interest exchange, the provision applies to
 4612  an interest exchange in which the domestic limited liability
 4613  company is the acquired entity as if the interest exchange were
 4614  a merger until the provision is amended after January 1, 2014.
 4615         605.1032Plan of interest exchange.—
 4616         (1)A domestic limited liability company may be the
 4617  acquired entity in an interest exchange under the provisions of
 4618  ss. 605.1031-605.1036 by approving a plan of interest exchange.
 4619  The plan must be in a record and contain the following:
 4620         (a)The name of the acquired entity.
 4621         (b)The name, jurisdiction of formation, and type of entity
 4622  of the acquiring entity.
 4623         (c)The manner and basis of converting the interests and
 4624  the rights to acquire interests of the members of each limited
 4625  liability company that is to be an acquired entity into
 4626  interests, securities, obligations, money, other property,
 4627  rights to acquire interests or securities, or any combination of
 4628  the foregoing.
 4629         (d)If the acquired entity is a domestic limited liability
 4630  company, any proposed amendments to or restatements of its
 4631  public organic record or any amendments to or restatements of
 4632  its private organic rules that are or are proposed to be in a
 4633  record and all such amendments or restatements are effective at
 4634  the effective date of the interest exchange.
 4635         (e)The other terms and conditions of the interest
 4636  exchange.
 4637         (f)Any other provision required by the law of an acquired
 4638  entity’s jurisdiction of formation, the organic rules of the
 4639  acquired entity, the organic rules of an acquiring entity, or
 4640  the law of the jurisdiction of formation of the acquiring
 4641  entity.
 4642         (2)In addition to the requirements of subsection (1), a
 4643  plan of interest exchange may contain any other provision not
 4644  prohibited by law.
 4645         605.1033Approval of interest exchange.—
 4646         (1)A plan of interest exchange is not effective unless it
 4647  has been approved:
 4648         (a)With respect to a domestic limited liability company
 4649  that is the acquired entity in the interest exchange, by a
 4650  majority-in-interest of the members of such company; and
 4651         (b)In a record, by each member of the domestic acquired
 4652  limited liability company that will have interest holder
 4653  liability for debts, obligations, and other liabilities that
 4654  arise after the interest exchange becomes effective, unless:
 4655         1.The organic rules of the company in a record provide for
 4656  the approval of an interest exchange or a merger in which some
 4657  or all of its members become subject to interest holder
 4658  liability by the vote or consent of fewer than all the members;
 4659  and
 4660         2.The member consented in a record to or voted for that
 4661  provision of the organic rules or became a member after the
 4662  adoption of that provision.
 4663         (2)An interest exchange involving a domestic acquired
 4664  entity that is not a limited liability company is not effective
 4665  unless it is approved by the domestic entity in accordance with
 4666  its organic law.
 4667         (3)An interest exchange involving a foreign acquired
 4668  entity is not effective unless it is approved by the foreign
 4669  entity in accordance with the law of the foreign entity’s
 4670  jurisdiction of formation.
 4671         (4)Except as otherwise provided in its organic law or
 4672  organic rules, the interest holders of the acquiring entity are
 4673  not required to approve the interest exchange.
 4674         (5)All members of each domestic limited liability company
 4675  that is a party to the interest exchange and who have a right to
 4676  vote upon the interest exchange must be given written notice of
 4677  any meeting with respect to the approval of a plan of interest
 4678  exchange as provided in subsection (1) not less than 10 days and
 4679  not more than 60 days before the date of the meeting at which
 4680  the plan of interest exchange is submitted for approval by the
 4681  members of such limited liability company. The notification
 4682  required under this subsection may be waived in writing by the
 4683  person entitled to such notification.
 4684         (6)The notification required under subsection (5) must be
 4685  in writing and must include the following:
 4686         (a)The date, time, and place of the meeting at which the
 4687  plan of interest exchange is to be submitted for approval by the
 4688  members of the limited liability company.
 4689         (b)A copy of the plan of interest exchange.
 4690         (c)The statement or statements required under s. 605.1006
 4691  and ss. 605.1061-605.1072 regarding the availability of
 4692  appraisal rights, if any, to members of the limited liability
 4693  company.
 4694         (d)The date on which such notification was mailed or
 4695  delivered to the members.
 4696         (7) In addition to the requirements of subsection (6), the
 4697  notification required under subsection (5) may contain any other
 4698  information concerning the plan of interest exchange not
 4699  prohibited by applicable law.
 4700         (8)The notification required under subsection (5) is
 4701  deemed to be given at the earliest date of:
 4702         (a)The date the notification is received;
 4703         (b)Five days after the date such notification is deposited
 4704  in the United States mail addressed to the member at the
 4705  member’s address as it appears in the books and records of the
 4706  limited liability company, with prepaid postage affixed;
 4707         (c)The date shown on the return receipt, if sent by
 4708  registered or certified mail, return receipt requested, and if
 4709  the receipt is signed by or on behalf of the addressee; or
 4710         (d)The date such notification is given in accordance with
 4711  the provisions of the organic rules of the limited liability
 4712  company.
 4713         605.1034Amendment or abandonment of plan of interest
 4714  exchange.—
 4715         (1)A plan of interest exchange may be amended only with
 4716  the consent of each party to the plan, except as otherwise
 4717  provided in the plan or in the organic rules of each such
 4718  entity.
 4719         (2)A domestic acquired limited liability company may
 4720  approve an amendment of a plan of interest exchange:
 4721         (a)In the same manner as the plan was approved, if the
 4722  plan does not provide for the manner in which it may be amended;
 4723  or
 4724         (b)By the managers or members in the manner provided in
 4725  the plan, but a member who was entitled to vote on or consent to
 4726  approval of the interest exchange is entitled to vote on or
 4727  consent to any amendment of the plan which will change:
 4728         1.The amount or kind of interests, securities,
 4729  obligations, money, other property, rights to acquire interests
 4730  or securities, or any combination of the foregoing, to be
 4731  received by the interest holders of any party to the plan;
 4732         2.The public organic record, if any, or private organic
 4733  rules of the acquired entity which will be in effect immediately
 4734  after the interest exchange becomes effective, except for
 4735  changes that do not require approval of the interest holders of
 4736  the acquired entity under its organic law or organic rules; or
 4737         3.Any other terms or conditions of the plan, if the change
 4738  would adversely affect the member in any material respect.
 4739         (3)After a plan of interest exchange has been approved and
 4740  before such articles of interest exchange become effective, the
 4741  plan may be abandoned as provided in the plan. Unless prohibited
 4742  by the plan, a domestic limited liability company may abandon
 4743  the plan in the same manner as the plan was approved.
 4744         (4)If a plan of interest exchange is abandoned after
 4745  articles of interest exchange have been delivered to the
 4746  department for filing and before such articles of interest
 4747  exchange have become effective, a statement of abandonment,
 4748  signed by a party to the plan, must be delivered to the
 4749  department for filing before the articles of interest exchange
 4750  become effective. The statement of abandonment takes effect on
 4751  filing, and the interest exchange is abandoned and does not
 4752  become effective. The statement of abandonment must contain the
 4753  following:
 4754         (a)The name of each party to the plan of interest
 4755  exchange.
 4756         (b)The date on which the articles of interest exchange
 4757  were delivered to the department for filing.
 4758         (c)A statement that the interest exchange has been
 4759  abandoned in accordance with this section.
 4760         605.1035Articles of interest exchange.—
 4761         (1) After a plan of interest exchange has been approved,
 4762  articles of interest exchange must be signed by each party to
 4763  the interest exchange and delivered to the department for
 4764  filing.
 4765         (2)The articles of interest exchange must contain the
 4766  following:
 4767         (a)The name of the acquired limited liability company.
 4768         (b)The name, jurisdiction of formation, and type of entity
 4769  of the acquiring entity.
 4770         (c)A statement that the plan of interest exchange was
 4771  approved by the acquired limited liability entity in accordance
 4772  with the provisions of ss. 605.1031-605.1036 and by each member
 4773  of such limited liability company who, as a result of the
 4774  interest exchange, will have interest holder liability under s.
 4775  605.1033(1)(b) and whose approval is required.
 4776         (d)Any amendments to the acquired limited liability
 4777  company’s public organic record approved as part of the plan of
 4778  interest exchange.
 4779         (e)A statement that the plan of interest exchange was
 4780  approved by each acquiring entity that is a party to the
 4781  interest exchange in accordance with the organic laws in its
 4782  jurisdiction of formation, or if such approval was not required,
 4783  a statement to that effect.
 4784         (f)A statement that the acquiring entity has agreed to pay
 4785  to any members of the acquired entity with appraisal rights the
 4786  amount to which such members are entitled under s. 605.1006 and
 4787  ss. 605.1061-605.1072.
 4788         (g)The effective date of the interest exchange, if the
 4789  effective date of the interest exchange is not the same as the
 4790  date of filing of the articles of interest exchange, subject to
 4791  the limitations in s. 605.0207.
 4792         (3)In addition to the requirements of subsection (2),
 4793  articles of interest exchange may include any other provision
 4794  not prohibited by law.
 4795         (4)An interest exchange becomes effective when the
 4796  articles of interest exchange become effective, unless the
 4797  articles of interest exchange specify an effective time or a
 4798  delayed effective date that complies with s. 605.0207.
 4799         (5)A limited liability company is not required to deliver
 4800  articles of interest exchange for filing pursuant to subsection
 4801  (1) if the domestic limited liability company is named as an
 4802  acquired entity or as an acquiring entity in the articles of
 4803  share exchange filed for the same interest exchange in
 4804  accordance with s. 607.1105(1) and if such articles of share
 4805  exchange substantially comply with the requirements of this
 4806  section.
 4807         605.1036Effect of interest exchange.—
 4808         (1)When an interest exchange in which the acquired entity
 4809  is a domestic limited liability company becomes effective:
 4810         (a)The interests in a domestic company which are the
 4811  subject of the interest exchange cease to exist or are converted
 4812  or exchanged, and the members holding those interests are
 4813  entitled only to the rights provided to them under the plan of
 4814  interest exchange and to any appraisal rights they have under s.
 4815  605.1006 and ss. 605.1061-605.1072;
 4816         (b)The acquiring entity becomes the interest holder of the
 4817  interests in the acquired entity stated in the plan of interest
 4818  exchange to be acquired by the acquiring entity;
 4819         (c)The public organic record of the acquired entity is
 4820  amended as provided in the articles of interest exchange; and
 4821         (d)The provisions of the private organic rules of the
 4822  acquired entity that are to be in a record, if any, are amended
 4823  to the extent provided in the plan of interest exchange.
 4824         (2)Except as otherwise provided in the organic rules of
 4825  the acquired limited liability company, the interest exchange
 4826  does not give rise to any rights that a member, manager, or
 4827  third party would have upon a dissolution, liquidation, or
 4828  winding up of the acquired entity.
 4829         (3)When an interest exchange becomes effective, a person
 4830  who did not have interest holder liability with respect to a
 4831  domestic acquired limited liability company and who becomes
 4832  subject to interest holder liability with respect to a domestic
 4833  entity as a result of the interest exchange will have interest
 4834  holder liability only to the extent provided by the organic law
 4835  of the entity and only for those debts, obligations, and other
 4836  liabilities that arise after the interest exchange becomes
 4837  effective.
 4838         (4)When an interest exchange becomes effective, the
 4839  interest holder liability of a person who ceases to hold an
 4840  interest in a domestic acquired limited liability company with
 4841  respect to which the person had interest holder liability is as
 4842  follows:
 4843         (a)The interest exchange does not discharge any interest
 4844  holder liability to the extent the interest holder liability
 4845  arose before the interest exchange became effective.
 4846         (b)The person does not have interest holder liability for
 4847  any debt, obligation, or other liability that arises after the
 4848  interest exchange becomes effective.
 4849         (c)The organic law of the acquired entity’s jurisdiction
 4850  of formation and any rights of contribution provided by such
 4851  law, or under the organic rules of the acquired entity, continue
 4852  to apply to the release, collection, or discharge of any
 4853  interest holder liability preserved under paragraph (a) as if
 4854  the interest exchange had not occurred.
 4855         605.1041Conversion authorized.—
 4856         (1)By complying with the provisions of ss. 605.1041
 4857  605.1046, a domestic limited liability company may become:
 4858         (a)A domestic entity that is a different type of entity;
 4859  or
 4860         (b)A foreign entity that is a limited liability company or
 4861  a different type of entity, if the conversion is authorized by
 4862  the law of the foreign entity’s jurisdiction of formation.
 4863         (2)By complying with the provisions of ss. 605.1041
 4864  605.1046, which are applicable to a domestic entity that is not
 4865  a domestic limited liability company, the domestic entity may
 4866  become a domestic limited liability company if the conversion is
 4867  authorized by the law governing the domestic entity.
 4868         (3)By complying with the provisions of ss. 605.1041
 4869  608.1046 which are applicable to foreign entities, a foreign
 4870  entity may become a domestic limited liability company if the
 4871  conversion is authorized by the law of the foreign entity’s
 4872  jurisdiction of formation.
 4873         (4)If a protected agreement contains a provision that
 4874  applies to a merger of a domestic limited liability company but
 4875  does not refer to a conversion, the provision applies to a
 4876  conversion of the entity as if the conversion were a merger
 4877  until the provision is amended after January 1, 2014.
 4878         605.1042Plan of conversion.—
 4879         (1)A domestic limited liability company may convert into a
 4880  different type of domestic entity or into a foreign entity that
 4881  is a foreign limited liability company or a different type of
 4882  foreign entity by approving a plan of conversion. The plan must
 4883  be in a record and contain the following:
 4884         (a)The name of the converting limited liability company.
 4885         (b)The name, jurisdiction of formation, and type of entity
 4886  of the converted entity.
 4887         (c)The manner and basis of converting the interests and
 4888  rights to acquire interests in the converting limited liability
 4889  company into interests, securities, obligations, money, other
 4890  property, rights to acquire interests or securities, or any
 4891  combination of the foregoing.
 4892         (d)The proposed public organic record of the converted
 4893  entity, if it will be a filing entity.
 4894         (e)The full text of the private organic rules of the
 4895  converted entity which are proposed to be in a record, if any.
 4896         (f)Any other provision required by the law of this state
 4897  or the organic rules of the converted limited liability company,
 4898  if the entity is to be an entity other than a domestic limited
 4899  liability company.
 4900         (g)All other statements required to be set forth in a plan
 4901  of conversion by the law of the jurisdiction of formation of the
 4902  converted entity following the conversion.
 4903         (2)In addition to the requirements of subsection (1), a
 4904  plan of conversion may contain any other provision not
 4905  prohibited by law.
 4906         605.1043Approval of conversion.—
 4907         (1)A plan of conversion is not effective unless it has
 4908  been approved:
 4909         (a)If the converting entity is a domestic limited
 4910  liability company, by a majority-in-interest of the members of
 4911  such company who have a right to vote upon the conversion; and
 4912         (b)In a record, by each member of a converting limited
 4913  liability company which will have interest holder liability for
 4914  debts, obligations, and other liabilities that arise after the
 4915  conversion becomes effective, unless:
 4916         1.The organic rules of the company in a record provide for
 4917  the approval of a conversion in which some or all of its members
 4918  become subject to interest holder liability by the vote or
 4919  consent of less than all of the members; and
 4920         2.The member consented in a record to or voted for that
 4921  provision of the organic rules or became a member after the
 4922  adoption of that provision.
 4923         (2)A conversion involving a domestic converting entity
 4924  that is not a limited liability company is not effective unless
 4925  it is approved by the domestic converting entity in accordance
 4926  with its organic law.
 4927         (3)A conversion of a foreign converting entity is not
 4928  effective unless it is approved by the foreign entity in
 4929  accordance with the law of the foreign entity’s jurisdiction of
 4930  formation.
 4931         (4)If the converting entity is a domestic limited
 4932  liability company, all members of the company who have the right
 4933  to vote upon the conversion must be given written notice of a
 4934  meeting with respect to the approval of a plan of conversion as
 4935  provided in subsection (1) not less than 10 days and not more
 4936  than 60 days before the date of the meeting at which the plan of
 4937  conversion is submitted for approval by the members of such
 4938  limited liability company. The notification required under this
 4939  subsection may be waived in writing by the person or persons
 4940  entitled to such notification.
 4941         (5)The notification required under subsection (4) must be
 4942  in writing and include the following:
 4943         (a)The date, time, and place of the meeting at which the
 4944  plan of conversion is to be submitted for approval by the
 4945  members of the limited liability company.
 4946         (b)A copy of the plan of conversion.
 4947         (c)The statement or statements required under s. 605.1006
 4948  and ss. 605.1061-605.1072 regarding the availability of
 4949  appraisal rights, if any, to members of the limited liability
 4950  company.
 4951         (d)The date on which such notification was mailed or
 4952  delivered to the members.
 4953         (6) In addition to the requirements of subsection (5), the
 4954  notification required under subsection (4) may contain any other
 4955  information concerning the plan of conversion not prohibited by
 4956  applicable law.
 4957         (7)The notification required under subsection (4) is
 4958  deemed to be given at the earliest date of:
 4959         (a)The date the notification is received;
 4960         (b)Five days after the date the notification is deposited
 4961  in the United States mail addressed to the member at the
 4962  member’s address as it appears in the books and records of the
 4963  limited liability company, with prepaid postage affixed;
 4964         (c)The date shown on the return receipt, if sent by
 4965  registered or certified mail, return receipt requested, and if
 4966  the receipt is signed by or on behalf of the addressee; or
 4967         (d)The date the notification is given in accordance with
 4968  the organic rules of the limited liability company.
 4969         605.1044Amendment or abandonment of plan of conversion.—
 4970         (1)A plan of conversion of a domestic converting limited
 4971  liability company may be amended:
 4972         (a)In the same manner as the plan was approved, if the
 4973  plan does not provide for the manner in which it may be amended;
 4974  or
 4975         (b)By the managers or members of the entity in the manner
 4976  provided in the plan, but a member who was entitled to vote on
 4977  or consent to approval of the conversion is entitled to vote on
 4978  or consent to an amendment of the plan which will change:
 4979         1.The amount or kind of interests, securities,
 4980  obligations, money, other property, rights to acquire interests
 4981  or securities, or any combination of the foregoing, to be
 4982  received by the interest holders of the converting entity under
 4983  the plan;
 4984         2.The public organic record, if any, or private organic
 4985  rules of the converted entity which will be in effect
 4986  immediately after the conversion becomes effective, except for
 4987  changes that do not require approval of the interest holders of
 4988  the converting entity under its organic law or organic rules; or
 4989         3.Any other terms or conditions of the plan, if the change
 4990  would adversely affect the interest holder in any material
 4991  respect.
 4992         (2)After a plan of conversion has been approved and before
 4993  the articles of conversion become effective, the plan may be
 4994  abandoned as provided in the plan. Unless prohibited by the
 4995  plan, a domestic converting limited liability company may
 4996  abandon the plan in the same manner as the plan was approved.
 4997         (3)If a plan of conversion is abandoned after articles of
 4998  conversion have been delivered to the department for filing and
 4999  before such articles of conversion have become effective, a
 5000  statement of abandonment, signed by the converting entity, must
 5001  be delivered to the department for filing before the articles of
 5002  conversion become effective. The statement of abandonment takes
 5003  effect on filing, and the conversion is abandoned and does not
 5004  become effective. The statement of abandonment must contain the
 5005  following:
 5006         (a)The name of the converting limited liability company.
 5007         (b)The date on which the articles of conversion were
 5008  delivered to the department for filing.
 5009         (c)A statement that the conversion has been abandoned in
 5010  accordance with this section.
 5011         605.1045Articles of conversion.—
 5012         (1)After a plan of conversion is approved, articles of
 5013  conversion signed by the converting entity must be delivered to
 5014  the department for filing.
 5015         (2)The articles of conversion must contain the following:
 5016         (a)The name, jurisdiction of formation, and type of entity
 5017  of the converting entity.
 5018         (b)The name, jurisdiction of formation, and type of entity
 5019  of the converted entity.
 5020         (c)If the converting entity is a domestic limited
 5021  liability company, a statement that the plan of conversion has
 5022  been approved in accordance with ss. 605.1041-605.1046, or if
 5023  the converting entity is a foreign entity, a statement that the
 5024  conversion was approved by the foreign converting entity in
 5025  accordance with the law of its jurisdiction of formation and by
 5026  each member of the converting entity who as a result of the
 5027  conversion will have interest holder liability under s.
 5028  605.1043(1)(b) and whose approval is required.
 5029         (d)If the converted entity is a domestic filing entity,
 5030  the text of its public organic record, as an attachment.
 5031         (e)If the converted entity is a domestic limited liability
 5032  partnership, the text of its statement of qualification, as an
 5033  attachment.
 5034         (f)If the converted entity is a foreign entity that does
 5035  not have a certificate of authority to transact business in this
 5036  state, a mailing address to which the department may send any
 5037  process served on the department pursuant to s. 605.0117 and
 5038  chapter 48.
 5039         (g)A statement that the converted entity has agreed to pay
 5040  to the members of any limited liability company with appraisal
 5041  rights the amount to which such members are entitled under s.
 5042  605.1006 and ss. 605.1061-605.1072.
 5043         (h)The effective date of the conversion, if the effective
 5044  date of the conversion is not the same as the date of filing of
 5045  the articles of conversion, subject to the limitations contained
 5046  in s. 605.0207.
 5047         (2)In addition to the requirements of subsection (1),
 5048  articles of conversion may contain any other provision not
 5049  prohibited by law.
 5050         (3)A conversion becomes effective when the articles of
 5051  conversion become effective, unless the articles of conversion
 5052  specify an effective time or a delayed effective date that
 5053  complies with s. 605.0207.
 5054         (4)A copy of the articles of conversion, certified by the
 5055  department, may be filed in the official records of any county
 5056  in this state in which the converted entity holds an interest in
 5057  real property.
 5058         605.1046Effect of conversion.—
 5059         (1)When a conversion in which the converted entity is a
 5060  domestic limited liability company becomes effective:
 5061         (a)The converted entity is:
 5062         1.Organized under and subject to this chapter; and
 5063         2.The same entity, without interruption, as the converting
 5064  entity.
 5065         (b)All property of the converting entity continues to be
 5066  vested in the converted entity without transfer, reversion, or
 5067  impairment;
 5068         (c)All debts, obligations, and other liabilities of the
 5069  converting entity continue as debts, obligations, and other
 5070  liabilities of the converted entity;
 5071         (d)Except as otherwise provided by law or the plan of
 5072  conversion, all the rights, privileges, immunities, powers, and
 5073  purposes of the converting entity remain in the converted
 5074  entity;
 5075         (e)The name of the converted entity may be substituted for
 5076  the name of the converting entity in any pending action or
 5077  proceeding;
 5078         (f)The provisions of the organic rules of the converted
 5079  entity which are to be in a record, if any, approved as part of
 5080  the plan of conversion are effective; and
 5081         (g)The interests or rights to acquire interests in the
 5082  converting entity are converted, and the interest holders of the
 5083  converting entity are entitled only to the rights provided to
 5084  them under the plan of conversion and to any appraisal rights
 5085  they have under s. 605.1006 and ss. 605.1061-605.1072 and the
 5086  converting entity’s organic law.
 5087         (2)Except as otherwise provided in the private organic
 5088  rules of a domestic converting limited liability company, the
 5089  conversion does not give rise to any rights that a member,
 5090  manager, or third party would otherwise have upon a dissolution,
 5091  liquidation, or winding up of the converting entity.
 5092         (3)When a conversion becomes effective, a person who did
 5093  not have interest holder liability with respect to the
 5094  converting entity and becomes subject to interest holder
 5095  liability with respect to a domestic entity as a result of the
 5096  conversion has interest holder liability only to the extent
 5097  provided by the organic law of the entity and only for those
 5098  debts, obligations, and other liabilities that arise after the
 5099  conversion becomes effective.
 5100         (4)When a conversion becomes effective, the interest
 5101  holder liability of a person who ceases to hold an interest in a
 5102  domestic limited liability company with respect to which the
 5103  person had interest holder liability is as follows:
 5104         (a)The conversion does not discharge interest holder
 5105  liability to the extent the interest holder liability arose
 5106  before the conversion became effective.
 5107         (b)The person does not have interest holder liability for
 5108  any debt, obligation, or other liability that arises after the
 5109  conversion becomes effective.
 5110         (c)The organic law of the jurisdiction of formation of the
 5111  converting limited liability company and the rights of
 5112  contribution provided under such law, or the organic rules of
 5113  the converting limited liability company, continue to apply to
 5114  the release, collection, or discharge of any interest holder
 5115  liability preserved under paragraph (a) as if the conversion had
 5116  not occurred.
 5117         (5)When a conversion becomes effective, a foreign entity
 5118  that is the converted entity may be served with process in this
 5119  state for the collection and enforcement of its debts,
 5120  obligations, and liabilities as provided in s. 605.0117 and
 5121  chapter 48.
 5122         (6)If the converting entity is a registered foreign
 5123  entity, the certificate of authority to conduct business in this
 5124  state of the converting entity is canceled when the conversion
 5125  becomes effective.
 5126         (7)A conversion does not require the entity to wind up its
 5127  affairs and does not constitute or cause the dissolution of the
 5128  entity.
 5129         605.1051Domestication authorized.—By complying with ss.
 5130  605.1051-605.1056, a non-United States entity may become a
 5131  domestic limited liability company if the domestication is
 5132  authorized under the organic law of the non-United States
 5133  entity’s jurisdiction of formation.
 5134         605.1052Plan of domestication.—
 5135         (1)A non-United States entity may become a domestic
 5136  limited liability company by approving a plan of domestication.
 5137  The plan of domestication must be in a record and contain the
 5138  following:
 5139         (a)The name and jurisdiction of formation of the
 5140  domesticating entity.
 5141         (b)If applicable, the manner and basis of converting the
 5142  interests and rights to acquire interests in the domesticating
 5143  entity into interests, securities, obligations, money, other
 5144  property, rights to acquire interests or securities, or any
 5145  combination of the foregoing.
 5146         (c)The proposed public organic record of the domesticating
 5147  entity in this state.
 5148         (d)The full text of the proposed private organic rules of
 5149  the domesticated entity that are to be in a record, if any.
 5150         (e)Any other provision required by the law of the
 5151  jurisdiction of formation of the domesticating entity or the
 5152  organic rules of the domesticating entity.
 5153         (2)In addition to the requirements of subsection (1), a
 5154  plan of domestication may contain any other provision not
 5155  prohibited by law.
 5156         605.1053 Approval of domestication.—A plan of domestication
 5157  of a domesticating entity shall be approved:
 5158         (1)In accordance with the organic law of the domesticating
 5159  entity’s jurisdiction of formation; and
 5160         (2)In a record, by each of the domesticating entity’s
 5161  owners who will have interest holder liability for debts,
 5162  obligations, and other liabilities that arise after the
 5163  domestication becomes effective, unless:
 5164         (a)The organic rules of the domesticating entity in a
 5165  record provide for the approval of a domestication in which some
 5166  or all of the persons who are its owners become subject to
 5167  interest holder liability by the vote or consent of fewer than
 5168  all of the persons who are its owners; and
 5169         (b)The person who will be a member of the domesticated
 5170  limited liability company consented in a record to or voted for
 5171  that provision of the organic rules of the domesticating entity
 5172  or became an owner of the domesticating entity after the
 5173  adoption of that provision.
 5174         605.1054Amendment or abandonment of plan of
 5175  domestication.—
 5176         (1)A plan of domestication of a domesticating entity may
 5177  be amended:
 5178         (a)In the same manner as the plan was approved if the plan
 5179  does not provide for the manner in which it may be amended; or
 5180         (b)By the interest holders of the domesticating entity in
 5181  the manner provided in the plan, but an owner who was entitled
 5182  to vote on or consent to approval of the domestication is
 5183  entitled to vote on or consent to any amendment of the plan that
 5184  will change:
 5185         1.If applicable, the amount or kind of interests,
 5186  securities, obligations, money, other property, rights to
 5187  acquire interests or securities, or any combination of the
 5188  foregoing, to be received by the interest holders of the
 5189  domesticating entity under the plan;
 5190         2.The public organic record, if any, or private organic
 5191  rules of the domesticated limited liability company which will
 5192  be in effect immediately after the domestication becomes
 5193  effective except for changes that do not require approval of the
 5194  interest holders of the domesticating entity under its organic
 5195  law or organic rules; or
 5196         3.Any other terms or conditions of the plan, if the change
 5197  would adversely affect the interest holder in any material
 5198  respect.
 5199         (2)After a plan of domestication has been approved and
 5200  before the articles of domestication become effective, the plan
 5201  may be abandoned as provided in the plan. Unless prohibited by
 5202  the plan, the domesticating entity may abandon the plan in the
 5203  same manner as the plan was approved.
 5204         (3)If a plan of domestication is abandoned after articles
 5205  of domestication have been delivered to the department for
 5206  filing and before such articles of domestication have become
 5207  effective, a statement of abandonment, signed by the
 5208  domesticating entity, must be delivered to the department for
 5209  filing before the articles of domestication become effective.
 5210  The statement of abandonment takes effect on filing, and the
 5211  domestication is abandoned and does not become effective. The
 5212  statement of abandonment must contain the following:
 5213         (a)The name of the domesticating entity.
 5214         (b)The date on which the articles of domestication were
 5215  delivered to the department for filing.
 5216         (c)A statement that the domestication has been abandoned
 5217  in accordance with this section.
 5218         605.1055Articles of domestication.—
 5219         (1)The articles of domestication must be filed with the
 5220  department. The articles of domestication must contain the
 5221  following:
 5222         (a)The date on which the domesticating entity was first
 5223  formed, incorporated, created, or otherwise came into being.
 5224         (b)The name of the domesticating entity immediately before
 5225  the filing of the articles of domestication.
 5226         (c)The articles of organization of the domesticated
 5227  limited liability company, as an attachment.
 5228         (d)The effective date of the domestication as a limited
 5229  liability company, if the effective date of the domestication is
 5230  not the same as the date of filing of the articles of
 5231  domestication, subject to the limitations contained in s.
 5232  605.0207.
 5233         (e)The jurisdiction that constituted the seat, siege
 5234  social, or principal place of business or central administration
 5235  of the domesticating entity, or any other equivalent thereto
 5236  under the law of the jurisdiction of formation, immediately
 5237  before the filing of the articles of domestication.
 5238         (f)A statement that the domestication has been approved in
 5239  accordance with the laws of the jurisdiction of formation of the
 5240  domesticating entity.
 5241         (2)In addition to the requirements of subsection (1),
 5242  articles of domestication may contain any other provision not
 5243  prohibited by law.
 5244         (3)The articles of domestication which are filed with the
 5245  department must be accompanied by a certificate of status or
 5246  equivalent document, if any, from the domesticating entity’s
 5247  jurisdiction of formation.
 5248         (4)The articles of domestication and the articles of
 5249  organization of a domesticated limited liability company must
 5250  satisfy the requirements of the law of this state, and may be
 5251  executed by an authorized representative and registered agent in
 5252  accordance with this chapter.
 5253         605.1056Effect of domestication.—
 5254         (1)When a domestication becomes effective:
 5255         (a)The domesticated limited liability company is:
 5256         1.Organized under and subject to the organic law of this
 5257  state; and
 5258         2.The same entity, without interruption, as the
 5259  domesticating entity;
 5260         (b)All property of the domesticating entity continues to
 5261  be vested in the domesticated limited liability company without
 5262  transfer, reversion, or impairment;
 5263         (c)All debts, obligations, and other liabilities of the
 5264  domesticating entity continue as debts, obligations, and other
 5265  liabilities of the domesticated limited liability company;
 5266         (d)Except as otherwise provided by law or the plan of
 5267  domestication, all the rights, privileges, immunities, powers,
 5268  and purposes of the domesticating entity remain in the
 5269  domesticated limited liability company;
 5270         (e)The name of the domesticated limited liability company
 5271  may be substituted for the name of the domesticating entity in
 5272  any pending action or proceeding;
 5273         (f)The articles of organization of the domesticated
 5274  limited liability company are effective;
 5275         (g)The provisions of the private organic rules of the
 5276  domesticated limited liability company which are to be in a
 5277  record, if any, approved as part of the plan of domestication
 5278  are effective; and
 5279         (h)The interests in the domesticating entity are converted
 5280  to the extent and as approved in connection with the
 5281  domestication, and the interest holders of the domesticating
 5282  entity are entitled only to the rights provided to them under
 5283  the plan of domestication.
 5284         (2)Except as otherwise provided in the organic law or
 5285  organic rules of the domesticating entity, the domestication
 5286  does not give rise to any rights that an interest holder or
 5287  third party would otherwise have upon a dissolution,
 5288  liquidation, or winding up of the domesticating entity.
 5289         (3)When a domestication becomes effective, a person who
 5290  did not have interest holder liability with respect to the
 5291  domesticating entity and becomes subject to interest holder
 5292  liability with respect to the domesticated limited liability
 5293  company as a result of the domestication has interest holder
 5294  liability only to the extent provided by the organic law of the
 5295  domesticating entity and only for those debts, obligations, and
 5296  other liabilities that arise after the domestication becomes
 5297  effective.
 5298         (4)When a domestication becomes effective, the interest
 5299  holder liability of a person who ceases to hold an interest in a
 5300  domestic limited liability company with respect to which the
 5301  person had interest holder liability is as follows:
 5302         (a)The domestication does not discharge any interest
 5303  holder liability under this chapter to the extent the interest
 5304  holder liability arose before the domestication became
 5305  effective;
 5306         (b)A person does not have interest holder liability under
 5307  this chapter for any debt, obligation, or other liability that
 5308  arises after the domestication becomes effective; and
 5309         (c)The organic law of the jurisdiction of formation of the
 5310  domesticating entity and any rights of contribution provided
 5311  under such law, or the organic rules of the domesticating
 5312  entity, continue to apply to the release, collection, or
 5313  discharge of any interest holder liability preserved under
 5314  paragraph (a) as if the domestication had not occurred.
 5315         (5)When a domestication becomes effective, a domesticating
 5316  entity that has become the domesticated limited liability
 5317  company may be served with process in this state for the
 5318  collection and enforcement of its debts, obligations, and
 5319  liabilities as provided in s. 605.0117 and chapter 48.
 5320         (6)If the domesticating entity is qualified to transact
 5321  business in this state, the certificate of authority of the
 5322  domesticating entity is canceled when the domestication becomes
 5323  effective.
 5324         (7)A domestication does not require the domesticating
 5325  entity to wind up its affairs and does not constitute or cause
 5326  the dissolution of the domesticating entity.
 5327         605.1061Appraisal rights; definitions.—The following
 5328  definitions apply to s. 605.1006 and to ss. 605.1061-605.1072:
 5329         (1)“Accrued interest” means interest from the effective
 5330  date of the appraisal event to which the member objects until
 5331  the date of payment, at the rate of interest determined for
 5332  judgments in accordance with s. 55.03, determined as of the
 5333  effective date of the appraisal event.
 5334         (2)“Affiliate” means a person who directly or indirectly,
 5335  through one or more intermediaries, controls, is controlled by,
 5336  or is under common control with another person or is a senior
 5337  executive thereof. For purposes of s. 605.1006(4)(d), a person
 5338  is deemed to be an affiliate of its senior executives.
 5339         (3)“Appraisal event” means an event described in s.
 5340  605.1006(1).
 5341         (4)“Beneficial member” means a person who is the
 5342  beneficial owner of a membership interest held in a voting trust
 5343  or by a nominee on the beneficial owner’s behalf.
 5344         (5)“Fair value” means the value of the member’s membership
 5345  interest determined:
 5346         (a)Immediately before the effectuation of the appraisal
 5347  event to which the member objects;
 5348         (b)Using customary and current valuation concepts and
 5349  techniques generally employed for similar businesses in the
 5350  context of the transaction requiring appraisal, excluding any
 5351  appreciation or depreciation in anticipation of the transaction
 5352  to which the member objects, unless exclusion would be
 5353  inequitable to the limited liability company and its remaining
 5354  members; and
 5355         (c)Without discounting for lack of marketability or
 5356  minority status.
 5357         (6)“Limited liability company” means the limited liability
 5358  company that issued the membership interest held by a member
 5359  demanding appraisal and, for matters covered in ss. 605.1061
 5360  605.1072, includes the converted entity in a conversion or the
 5361  surviving entity in a merger.
 5362         (7)“Member” means a record member or a beneficial member.
 5363         (8)“Membership interest” means a member’s transferable
 5364  interest and all other rights as a member of the limited
 5365  liability company that issued the membership interest, including
 5366  voting rights, management rights, or other rights under this
 5367  chapter or the organic rules of the limited liability company
 5368  except, if the appraisal rights of a member under s. 605.1006
 5369  pertain to only a certain class or series of a membership
 5370  interest, the term “membership interest” means only the
 5371  membership interest pertaining to such class or series.
 5372         (9)“Record member” means each person who is identified as
 5373  a member in the current list of members maintained for purposes
 5374  of s. 605.1006 by the limited liability company, or to the
 5375  extent the limited liability company has failed to maintain a
 5376  current list, each person who is the rightful owner of a
 5377  membership interest in the limited liability company. A
 5378  transferee of a membership interest who has not been admitted as
 5379  a member is not a record member.
 5380         (10)“Senior executive” means a manager in a manager
 5381  managed limited liability company; a member in a member-managed
 5382  limited liability company; or the chief executive officer, chief
 5383  operating officer, chief financial officer, or president or any
 5384  other person in charge of a principal business unit or function
 5385  of a limited liability company, in charge of a manager in a
 5386  manager-managed limited liability company, or in charge of a
 5387  member in a member-managed limited liability company.
 5388         605.1062Assertion of rights by nominees and beneficial
 5389  owners.—
 5390         (1)A record member may assert appraisal rights as to less
 5391  than all the membership interests registered in the record
 5392  member’s name which are owned by a beneficial member only if the
 5393  record member objects with respect to all membership interests
 5394  of the class or series owned by that beneficial member and
 5395  notifies the limited liability company in writing of the name
 5396  and address of each beneficial member on whose behalf appraisal
 5397  rights are being asserted. The rights of a record member who
 5398  asserts appraisal rights for only part of the membership
 5399  interests of the class or series held of record in the record
 5400  member’s name under this subsection shall be determined as if
 5401  the membership interests to which the record member objects and
 5402  the record member’s other membership interests were registered
 5403  in the names of different record members.
 5404         (2)A beneficial member may assert appraisal rights as to a
 5405  membership interest held on behalf of the member only if such
 5406  beneficial member:
 5407         (a)Submits to the limited liability company the record
 5408  member’s written consent to the assertion of such rights by the
 5409  date provided in s. 605.1063(3)(b); and
 5410         (b)Does so with respect to all membership interests of the
 5411  class or series that are beneficially owned by the beneficial
 5412  member.
 5413         605.1063Notice of appraisal rights.—
 5414         (1)If a proposed appraisal event is to be submitted to a
 5415  vote at a members’ meeting, the meeting notice must state that
 5416  the limited liability company has concluded that the members
 5417  are, are not, or may be entitled to assert appraisal rights
 5418  under this chapter.
 5419         (2)If the limited liability company concludes that
 5420  appraisal rights are or may be available, a copy of s. 605.1006
 5421  and ss. 605.1061-605.1072 must accompany the meeting notice sent
 5422  to those record members who are or may be entitled to exercise
 5423  appraisal rights.
 5424         (3)If the appraisal event is to be approved other than by
 5425  a members’ meeting:
 5426         (a)Written notice that appraisal rights are, are not, or
 5427  may be available must be sent to each member from whom a consent
 5428  is solicited at the time consent of such member is first
 5429  solicited, and if the limited liability company has concluded
 5430  that appraisal rights are or may be available, a copy of s.
 5431  605.1006 and ss. 605.1061-605.1072 must accompany such written
 5432  notice; or
 5433         (b)Written notice that appraisal rights are, are not, or
 5434  may be available must be delivered, at least 10 days before the
 5435  appraisal event becomes effective, to all nonconsenting and
 5436  nonvoting members, and, if the limited liability company has
 5437  concluded that appraisal rights are or may be available, a copy
 5438  of s. 605.1006 and ss. 605.1061-605.1072 must accompany such
 5439  written notice.
 5440         (4)If a particular appraisal event is proposed and the
 5441  limited liability company concludes that appraisal rights are or
 5442  may be available, the notice referred to in subsection (1),
 5443  paragraph (3)(a), or paragraph (3)(b) must be accompanied by:
 5444         (a)Financial statements of the limited liability company
 5445  that issued the membership interests that may be or are subject
 5446  to appraisal rights, consisting of a balance sheet as of the end
 5447  of the fiscal year ending not more than 16 months before the
 5448  date of the notice, an income statement for that fiscal year,
 5449  and a cash flow statement for that fiscal year; however, if such
 5450  financial statements are not reasonably available, the limited
 5451  liability company shall provide reasonably equivalent financial
 5452  information; and
 5453         (b)The latest available interim financial statements,
 5454  including year-to-date through the end of the interim period, of
 5455  such limited liability company, if any.
 5456         (5)The right to receive the information described in
 5457  subsection (4) may be waived in writing by a member before or
 5458  after the appraisal event.
 5459         605.1064Notice of intent to demand payment.—
 5460         (1)If a proposed appraisal event is submitted to a vote at
 5461  a members’ meeting, a member who is entitled to and who wishes
 5462  to assert appraisal rights with respect to a class or series of
 5463  membership interests:
 5464         (a)Must deliver, before the vote is taken, to any other
 5465  member of a member-managed limited liability company, to a
 5466  manager of a manager-managed limited liability company, or, if
 5467  the limited liability company has appointed officers, to an
 5468  officer written notice of such person’s intent to demand payment
 5469  if the proposed appraisal event is effectuated; and
 5470         (b)May not vote, or cause or permit to be voted, any
 5471  membership interests of the class or series in favor of the
 5472  appraisal event.
 5473         (2)If a proposed appraisal event is to be approved by less
 5474  than unanimous written consent of the members, a member who is
 5475  entitled to and who wishes to assert appraisal rights with
 5476  respect to a class or series of membership interests must not
 5477  sign a consent in favor of the proposed appraisal event with
 5478  respect to that class or series of membership interests.
 5479         (3)A person who may otherwise be entitled to appraisal
 5480  rights, but does not satisfy the requirements of subsection (1)
 5481  or subsection (2), is not entitled to payment under s. 605.1006
 5482  and ss. 605.1061-605.1072.
 5483         605.1065Appraisal notice and form.—
 5484         (1)If the proposed appraisal event becomes effective, the
 5485  limited liability company must send a written appraisal notice
 5486  and form required by paragraph (2)(a) to all members who satisfy
 5487  the requirements of s. 605.1064(1) or (2).
 5488         (2)The appraisal notice must be sent no earlier than the
 5489  date the appraisal event became effective and within 10 days
 5490  after such date and must:
 5491         (a)Supply a form that specifies the date that the
 5492  appraisal event became effective and that provides for the
 5493  member to state:
 5494         1.The member’s name and address;
 5495         2.The number, classes, and series of membership interests
 5496  as to which the member asserts appraisal rights;
 5497         3.That the member did not vote for or execute a written
 5498  consent with respect to the transaction as to any classes or
 5499  series of membership interests as to which the member asserts
 5500  appraisal rights;
 5501         4.Whether the member accepts the limited liability
 5502  company’s offer as stated in subparagraph (2)(b)5.; and
 5503         5.If the offer is not accepted, the member’s estimated
 5504  fair value of the membership interests and a demand for payment
 5505  of the member’s estimated value plus accrued interest.
 5506         (b)State:
 5507         1.Where the form described in paragraph (a) must be sent;
 5508         2.A date by which the limited liability company must
 5509  receive the form, which date may not be less than 40 days or
 5510  more than 60 days after the date the appraisal notice and form
 5511  described in this section are sent, and that the member is
 5512  considered to have waived the right to demand appraisal with
 5513  respect to the membership interests unless the form is received
 5514  by the limited liability company by such specified date;
 5515         3.In the case of membership interests represented by a
 5516  certificate, the location at which certificates for the
 5517  certificated membership interests must be deposited, if that
 5518  action is required by the limited liability company and the date
 5519  by which those certificates must be deposited, which may not be
 5520  earlier than the date for receiving the required form under
 5521  subparagraph 2.;
 5522         4.The limited liability company’s estimate of the fair
 5523  value of the membership interests;
 5524         5.An offer to each member who is entitled to appraisal
 5525  rights to pay the limited liability company’s estimate of fair
 5526  value provided in subparagraph 4.;
 5527         6.That, if requested in writing, the limited liability
 5528  company will provide to the member so requesting, within 10 days
 5529  after the date specified in subparagraph 2., the number of
 5530  members who return the forms by the specified date and the total
 5531  number of membership interests owned by such members;
 5532         7.The date by which the notice to withdraw under s.
 5533  605.1066 must be received, which date must be within 20 days
 5534  after the date specified in subparagraph 2.; and
 5535         8.If not previously provided, accompanied by a copy of s.
 5536  605.1006 and ss. 605.1061-605.1072.
 5537         605.1066Perfection of rights; right to withdraw.—
 5538         (1)A member who receives notice pursuant to s. 605.1065
 5539  and wishes to exercise appraisal rights must sign and return the
 5540  form received pursuant to s. 605.1065 (1) and, in the case of
 5541  certificated membership interests and if the limited liability
 5542  company so requires, deposit the member’s certificates in
 5543  accordance with the terms of the notice by the date referred to
 5544  in the notice pursuant to s. 605.1065 (2)(b)2. Once a member
 5545  deposits that member’s certificates or, in the case of
 5546  uncertificated membership interests, returns the signed form
 5547  described in s. 605.1065 (2), the member loses all rights as a
 5548  member, unless the member withdraws pursuant to subsection (2).
 5549  Upon receiving a demand for payment from a member who holds an
 5550  uncertificated membership interest, the limited liability
 5551  company shall make an appropriate notation of the demand for
 5552  payment in its records and shall restrict the transfer of the
 5553  membership interest, or the applicable class or series, from the
 5554  date the member delivers the items required by this section.
 5555         (2)A member who has complied with subsection (1) may
 5556  nevertheless decline to exercise appraisal rights and withdraw
 5557  from the appraisal process by so notifying the limited liability
 5558  company in writing by the date provided in the appraisal notice
 5559  pursuant to s. 605.1065(2)(b)7. A member who fails to notify the
 5560  limited liability company in writing of the withdrawal by the
 5561  date provided in the appraisal notice may not thereafter
 5562  withdraw without the limited liability company’s written
 5563  consent.
 5564         (3)A member who does not sign and return the form and, in
 5565  the case of certificated membership interests, deposit that
 5566  member’s certificates, if so required by the limited liability
 5567  company, each by the date set forth in the notice described in
 5568  s. 605.1065(2)(a), is not entitled to payment under s. 605.1006
 5569  and ss. 605.1061-605.1072.
 5570         (4) If the member’s right to receive fair value is
 5571  terminated other than by the purchase of the membership interest
 5572  by the limited liability company, all rights of the member, with
 5573  respect to such membership interest, shall be reinstated
 5574  effective as of the date the member delivered the items required
 5575  by subsection (1), including the right to receive any
 5576  intervening payment or other distribution with respect to such
 5577  membership interest, or, if any such rights have expired or any
 5578  such distribution other than a cash payment has been completed,
 5579  in lieu thereof at the election of the limited liability
 5580  company, the fair value thereof in cash as determined by the
 5581  limited liability company as of the time of such expiration or
 5582  completion, but without prejudice otherwise to any action or
 5583  proceeding of the limited liability company that may have been
 5584  taken by the limited liability company on or after the date the
 5585  member delivered the items required by subsection (1).
 5586         605.1067Member’s acceptance of limited liability company’s
 5587  offer.
 5588         (1)If the member states on the form provided in s.
 5589  605.1065(1) that the member accepts the offer of the limited
 5590  liability company to pay the limited liability company’s
 5591  estimated fair value for the membership interest, the limited
 5592  liability company shall make the payment to the member within 90
 5593  days after the limited liability company’s receipt of the items
 5594  required by s. 605.1066(1).
 5595         (2)Upon payment of the agreed value, the member shall
 5596  cease to have an interest in the membership interest.
 5597         605.1068Procedure if member is dissatisfied with offer.—
 5598         (1)A member who is dissatisfied with the limited liability
 5599  company’s offer as provided pursuant to s. 605.1065(2)(b)4. must
 5600  notify the limited liability company on the form provided
 5601  pursuant to s. 605.1065(1) of the member’s estimate of the fair
 5602  value of the membership interest and demand payment of that
 5603  estimate plus accrued interest.
 5604         (2)A member who fails to notify the limited liability
 5605  company in writing of the member’s demand to be paid the
 5606  member’s estimate of the fair value plus interest under
 5607  subsection (1) within the timeframe provided in s.
 5608  605.1065(2)(b)2. waives the right to demand payment under this
 5609  section and is entitled only to the payment offered by the
 5610  limited liability company pursuant to s. 605.1065(2)(b)4.
 5611         605.1069Court action.—
 5612         (1)If a member makes demand for payment under s. 605.1068
 5613  which remains unsettled, the limited liability company shall
 5614  commence a proceeding within 60 days after receiving the payment
 5615  demand and petition the court to determine the fair value of the
 5616  membership interest plus accrued interest from the date of the
 5617  appraisal event. If the limited liability company does not
 5618  commence the proceeding within the 60-day period, any member who
 5619  has made a demand pursuant to s. 605.1068 may commence the
 5620  proceeding in the name of the limited liability company.
 5621         (2)The proceeding must be commenced in the appropriate
 5622  court of the county in which the limited liability company’s
 5623  principal office in this state is located or, if none, the
 5624  county in which its registered agent is located. If by virtue of
 5625  the appraisal event becoming effective the entity has become a
 5626  foreign entity without a registered agent in this state, the
 5627  proceeding must be commenced in the county in this state in
 5628  which the principal office or registered agent of the limited
 5629  liability company was located immediately before the time the
 5630  appraisal event became effective; if it has, and immediately
 5631  before the appraisal event became effective had no principal
 5632  office in this state, then in the county in which the limited
 5633  liability company has, or immediately before the time the
 5634  appraisal event became effective had, an office in this state;
 5635  or if none in this state, then in the county in which the
 5636  limited liability company’s registered office is or was last
 5637  located.
 5638         (3)All members, whether or not residents of this state,
 5639  whose demands remain unsettled shall be made parties to the
 5640  proceeding as in an action against their membership interests.
 5641  The limited liability company shall serve a copy of the initial
 5642  pleading in such proceeding upon each member-party who is a
 5643  resident of this state in the manner provided by law for the
 5644  service of a summons and complaint and upon each nonresident
 5645  member-party by registered or certified mail or by publication
 5646  as provided by law.
 5647         (4)The jurisdiction of the court in which the proceeding
 5648  is commenced under subsection (2) is plenary and exclusive. If
 5649  it so elects, the court may appoint one or more persons as
 5650  appraisers to receive evidence and recommend a decision on the
 5651  question of fair value. The appraisers shall have the powers
 5652  described in the order appointing them or in an amendment to the
 5653  order. The members demanding appraisal rights are entitled to
 5654  the same discovery rights as parties in other civil proceedings.
 5655  There is no right to a jury trial.
 5656         (5)Each member who is made a party to the proceeding is
 5657  entitled to judgment for the amount of the fair value of such
 5658  member’s membership interests, plus interest, as found by the
 5659  court.
 5660         (6)The limited liability company shall pay each such
 5661  member the amount found to be due within 10 days after final
 5662  determination of the proceedings. Upon payment of the judgment,
 5663  the member ceases to have any interest in the membership
 5664  interests.
 5665         605.1070Court costs and attorney fees.—
 5666         (1)The court in an appraisal proceeding shall determine
 5667  all costs of the proceeding, including the reasonable
 5668  compensation and expenses of appraisers appointed by the court.
 5669  The court shall assess the costs against the limited liability
 5670  company, except that the court may assess costs against all or
 5671  some of the members demanding appraisal, in amounts the court
 5672  finds equitable, to the extent the court finds the members acted
 5673  arbitrarily, vexatiously, or not in good faith with respect to
 5674  the rights provided by this chapter.
 5675         (2)The court in an appraisal proceeding may also assess
 5676  the expenses incurred by the respective parties, in amounts the
 5677  court finds equitable:
 5678         (a)Against the limited liability company and in favor of
 5679  any or all members demanding appraisal, if the court finds the
 5680  limited liability company did not substantially comply with the
 5681  requirements of ss. 605.1061-605.1072; or
 5682         (b)Against either the limited liability company or a
 5683  member demanding appraisal, in favor of another party, if the
 5684  court finds that the party against whom the expenses are
 5685  assessed acted arbitrarily, vexatiously, or not in good faith
 5686  with respect to the rights provided by this chapter.
 5687         (3)If the court in an appraisal proceeding finds that the
 5688  expenses incurred by any member were of substantial benefit to
 5689  other members similarly situated and should not be assessed
 5690  against the limited liability company, the court may direct that
 5691  the expenses be paid out of the amounts awarded the members who
 5692  were benefited.
 5693         (4)To the extent the limited liability company fails to
 5694  make a required payment pursuant to s. 605.1067 or s. 605.1069,
 5695  the member may sue the limited liability company directly for
 5696  the amount owed and, to the extent successful, is entitled to
 5697  recover from the limited liability company all costs and
 5698  expenses of the suit, including attorney fees.
 5699         605.1071Limitation on limited liability company payment.—
 5700         (1)Payment may not be made to a member seeking appraisal
 5701  rights if, at the time of payment, the limited liability company
 5702  is unable to meet the distribution standards of s. 605.0405. In
 5703  such event, the member shall, at the member’s option:
 5704         (a)Withdraw the notice of intent to assert appraisal
 5705  rights, which is deemed withdrawn with the consent of the
 5706  limited liability company; or
 5707         (b)Retain the status as a claimant against the limited
 5708  liability company and, if the limited liability company is
 5709  liquidated, be subordinated to the rights of creditors of the
 5710  limited liability company, but have rights superior to the
 5711  members not asserting appraisal rights and, if the limited
 5712  liability company is not liquidated, retain the right to be paid
 5713  for the membership interest, which right the limited liability
 5714  company shall be obligated to satisfy when the restrictions of
 5715  this section do not apply.
 5716         (2)The member shall exercise the option under subparagraph
 5717  (1)(a) or subparagraph (1)(b) by written notice filed with the
 5718  limited liability company within 30 days after the limited
 5719  liability company has given written notice that the payment for
 5720  the membership interests cannot be made because of the
 5721  restrictions of this section. If the member fails to exercise
 5722  the option, the member is deemed to have withdrawn the notice of
 5723  intent to assert appraisal rights.
 5724         605.1072Other remedies limited.—
 5725         (1)The legality of a proposed or completed appraisal event
 5726  may not be contested, and the appraisal event may not be
 5727  enjoined, set aside, or rescinded, in a legal or equitable
 5728  proceeding by a member after the members have approved the
 5729  appraisal event.
 5730         (2)Subsection (1) does not apply to an appraisal event
 5731  that:
 5732         (a)Was not authorized and approved in accordance with the
 5733  applicable provisions of this chapter, the organic rules of the
 5734  limited liability company, or the resolutions of the members
 5735  authorizing the appraisal event;
 5736         (b)Was procured as a result of fraud, a material
 5737  misrepresentation, or an omission of a material fact that is
 5738  necessary to make statements made, in light of the circumstances
 5739  in which they were made, not misleading; or
 5740         (c)Is an interested transaction, unless it has been
 5741  approved in the same manner as is provided in s. 605.04092 or is
 5742  fair to the limited liability company as defined in s.
 5743  605.04092(1)(c).
 5744         605.1101Uniformity of application and construction.—In
 5745  applying and construing this chapter, consideration must be
 5746  given to the need to promote uniformity of the law with respect
 5747  to the uniform act upon which it is based.
 5748         605.1102Relation to Electronic Signatures in Global and
 5749  National Commerce Act.—This chapter modifies, limits, and
 5750  supersedes the Electronic Signatures in Global and National
 5751  Commerce Act, 15 U.S.C. s. 7001 et seq., but does not modify,
 5752  limit, or supersede s. 101(c) of that act, 15 U.S.C. s. 7001(c),
 5753  or authorize electronic delivery of the notices described in s.
 5754  103(b) of that act, 15 U.S.C. s. 7003(b). Notwithstanding the
 5755  foregoing, this chapter does not operate to modify, limit, or
 5756  supersede any provisions of s. 15.16, s. 116.34, or s. 668.50.
 5757         605.1103Tax exemption on income of certain limited
 5758  liability companies.—
 5759         (1)A limited liability company classified as a partnership
 5760  for federal income tax purposes, or a single-member limited
 5761  liability company that is disregarded as an entity separate from
 5762  its owner for federal income tax purposes, and organized
 5763  pursuant to this chapter or qualified to do business in this
 5764  state as a foreign limited liability company is not an
 5765  “artificial entity” within the purview of s. 220.02 and is not
 5766  subject to the tax imposed under chapter 220. If a single-member
 5767  limited liability company is disregarded as an entity separate
 5768  from its owner for federal income tax purposes, its activities
 5769  are, for purposes of taxation under chapter 220, treated in the
 5770  same manner as a sole proprietorship, branch, or division of the
 5771  owner.
 5772         (2)For purposes of taxation under chapter 220, a limited
 5773  liability company formed in this state or a foreign limited
 5774  liability company with a certificate of authority to transact
 5775  business in this state shall be classified as a partnership or a
 5776  limited liability company that has only one member shall be
 5777  disregarded as an entity separate from its owner for federal
 5778  income tax purposes, unless classified otherwise for federal
 5779  income tax purposes, in which case the limited liability company
 5780  shall be classified identically to its classification for
 5781  federal income tax purposes. For purposes of taxation under
 5782  chapter 220, a member or a transferee of a member of a limited
 5783  liability company formed in this state or a foreign limited
 5784  liability company with a certificate of authority to transact
 5785  business in this state shall be treated as a resident or
 5786  nonresident partner unless classified otherwise for federal
 5787  income tax purposes, in which case the member or transferee of a
 5788  member has the same status as the member or transferee of a
 5789  member has for federal income tax purposes.
 5790         (3)Single-member limited liability companies and other
 5791  entities that are disregarded for federal income tax purposes
 5792  must be treated as separate legal entities for all non-income
 5793  tax purposes. The Department of Revenue shall adopt rules to
 5794  take into account that single-member disregarded entities such
 5795  as limited liability companies and qualified subchapter S
 5796  corporations may be disregarded as separate entities for federal
 5797  tax purposes and therefore may report and account for income,
 5798  employment, and other taxes under the taxpayer identification
 5799  number of the owner of the single-member entity.
 5800         605.1104Interrogatories by department; other powers of
 5801  department.—
 5802         (1)The department may direct to any limited liability
 5803  company or foreign limited liability company subject to this
 5804  chapter, and to a member or manager of any limited liability
 5805  company or foreign limited liability company subject to this
 5806  chapter, interrogatories reasonably necessary and proper to
 5807  enable the department to ascertain whether the limited liability
 5808  company or foreign limited liability company has complied with
 5809  the provisions of this chapter applicable to the limited
 5810  liability company or foreign limited liability company. The
 5811  interrogatories must be answered within 30 days after the date
 5812  of mailing, or within such additional time as fixed by the
 5813  department. The answers to the interrogatories must be full and
 5814  complete and must be made in writing and under oath. If the
 5815  interrogatories are directed to an individual, they must be
 5816  answered by the individual, and if directed to a limited
 5817  liability company or foreign limited liability company, they
 5818  must be answered by a manager of a manager-managed company, a
 5819  member of a member-managed company, or other applicable governor
 5820  if a foreign limited liability company is not member-managed or
 5821  manager managed, or a fiduciary if the company is in the hands
 5822  of a receiver, trustee, or other court-appointed fiduciary.
 5823         (2)The department need not file a record in a court of
 5824  competent jurisdiction to which the interrogatories relate until
 5825  the interrogatories are answered as provided in this chapter,
 5826  and is not required to file a record if the answers disclose
 5827  that the record is not in conformity with the requirements of
 5828  this chapter or if the department has determined that the
 5829  parties to such document have not paid all fees, taxes, and
 5830  penalties due and owing this state. The department shall certify
 5831  to the Department of Legal Affairs, for such action as the
 5832  Department of Legal Affairs may deem appropriate, all
 5833  interrogatories and answers that disclose a violation of this
 5834  chapter.
 5835         (3)The department may, based upon its findings under this
 5836  section or as provided in s. 213.053(15), bring an action in
 5837  circuit court to collect any penalties, fees, or taxes
 5838  determined to be due and owing the state and to compel any
 5839  filing, qualification, or registration required by law. In
 5840  connection with such proceeding, the department may, without
 5841  prior approval by the court, file a lis pendens against any
 5842  property owned by the limited liability company and may further
 5843  certify any findings to the Department of Legal Affairs for the
 5844  initiation of an action permitted pursuant to this chapter which
 5845  the Department of Legal Affairs may deem appropriate.
 5846         (4)The department has the power and authority reasonably
 5847  necessary to administer this chapter efficiently, to perform the
 5848  duties herein imposed upon it, and to adopt reasonable rules
 5849  necessary to carry out its duties and functions under this
 5850  chapter.
 5851         605.1105Reservation of power to amend or repeal.—The
 5852  Legislature has the power to amend or repeal all or part of this
 5853  chapter at any time, and all domestic and foreign limited
 5854  liability companies subject to this chapter shall be governed by
 5855  the amendment or repeal.
 5856         605.1106Savings clause.—
 5857         (1)Except as provided in subsection (2), the repeal of a
 5858  statute by this chapter does not affect:
 5859         (a)The operation of the statute or an action taken under
 5860  it before its repeal, including, without limiting the generality
 5861  of the foregoing, the continuing validity of any provision of
 5862  the articles of organization, regulations, or operating
 5863  agreements of a limited liability company authorized under the
 5864  statute at the time of its adoption;
 5865         (b)Any ratification, right, remedy, privilege, obligation,
 5866  or liability acquired, accrued, or incurred under the statute
 5867  before its repeal;
 5868         (c)Any violation of the statute or any penalty,
 5869  forfeiture, or punishment incurred because of the violation,
 5870  before its repeal; or
 5871         (d)Any proceeding, merger, sale of assets, reorganization,
 5872  or dissolution commenced under the statute before its repeal,
 5873  and the proceeding, merger, sale of assets, reorganization, or
 5874  dissolution may be completed in accordance with the statute as
 5875  if it had not been repealed.
 5876         (2)If a penalty or punishment imposed for violation of a
 5877  statute is reduced by this chapter, the penalty or punishment,
 5878  if not already imposed, shall be imposed in accordance with this
 5879  chapter.
 5880         (3)This chapter does not affect an action commenced,
 5881  proceeding brought, or right accrued before this chapter takes
 5882  effect.
 5883         605.1107Severability clause.—If any provision of this
 5884  chapter or its application to any person or circumstance is held
 5885  invalid, the invalidity does not affect other provisions or
 5886  applications of this chapter which can be given effect without
 5887  the invalid provision or application, and to this end the
 5888  provisions of this chapter are severable.
 5889         605.1108Application to limited liability company formed
 5890  under the Florida Limited Liability Company Act.—
 5891         (1)Subject to subsection (4), before January 1, 2015, this
 5892  chapter governs only:
 5893         (a)A limited liability company formed on or after January
 5894  1, 2014; and
 5895         (b)A limited liability company formed before January 1,
 5896  2014, which elects, in the manner provided in its operating
 5897  agreement or by law for amending the operating agreement, to be
 5898  subject to this chapter.
 5899         (2)On or after January 1, 2015, this chapter governs all
 5900  limited liability companies.
 5901         (3) For the purpose of applying this chapter to a limited
 5902  liability company formed before January 1, 2014, under the
 5903  Florida Limited Liability Company Act, ss. 608.401-608.705:
 5904         (a)The company’s articles of organization are deemed to be
 5905  the company’s articles of organization under this chapter; and
 5906         (b)For the purpose of applying s. 605.0102(39), the
 5907  language in the company’s articles of organization designating
 5908  the company’s management structure operates as if that language
 5909  were in the operating agreement.
 5910         (4)Notwithstanding the provisions of subsections (1) and
 5911  (2), effective January 1, 2014, all documents, instruments, and
 5912  other records submitted to the department must comply with the
 5913  filing requirements stipulated by this chapter.
 5914         Section 3. Section 48.062, Florida Statutes, is created to
 5915  read:
 5916         48.062Service on a limited liability company.—
 5917         (1) Process against a limited liability company, domestic
 5918  or foreign, may be served on the registered agent designated by
 5919  the limited liability company under chapter 605 or chapter 608.
 5920  A person attempting to serve process pursuant to this subsection
 5921  may serve the process on any employee of the registered agent
 5922  during the first attempt at service even if the registered agent
 5923  is a natural person and is temporarily absent from his or her
 5924  office.
 5925         (2) If service cannot be made on a registered agent of the
 5926  limited liability company because of failure to comply with
 5927  chapter 605 or chapter 608 or because the limited liability
 5928  company does not have a registered agent, or if its registered
 5929  agent cannot with reasonable diligence be served, process
 5930  against the limited liability company, domestic or foreign, may
 5931  be served:
 5932         (a) On a member of a member-managed limited liability
 5933  company;
 5934         (b) On a manager of a manager-managed limited liability
 5935  company; or
 5936         (c) If a member or manager is not available during regular
 5937  business hours to accept service on behalf of the limited
 5938  liability company, he, she, or it may designate an employee of
 5939  the limited liability company to accept such service. After one
 5940  attempt to serve a member, manager, or designated employee has
 5941  been made, process may be served on the person in charge of the
 5942  limited liability company during regular business hours.
 5943         (3) If, after reasonable diligence, service of process
 5944  cannot be completed under subsection (1) or (2), service of
 5945  process may be effected by service upon the Secretary of State
 5946  as agent of the limited liability company as provided for in s.
 5947  48.181.
 5948         (4) If the address provided for the registered agent,
 5949  member or manager is a residence or private mailbox, service on
 5950  the limited liability company, domestic or foreign, may be made
 5951  by serving the registered agent, member or manager in accordance
 5952  with s. 48.031.
 5953         (5) This section does not apply to service of process on
 5954  insurance companies.
 5955         Section 4. Effective January 1, 2015, the Florida Limited
 5956  Liability Company Act, consisting of ss. 608.401-608.705,
 5957  Florida Statutes, is repealed.
 5958         Section 5. Subsection (3) of section 607.1109, Florida
 5959  Statutes, is amended to read:
 5960         607.1109 Articles of merger.—
 5961         (3) A domestic corporation is not required to file articles
 5962  of merger pursuant to subsection (1) if the domestic corporation
 5963  is named as a party or constituent organization in articles of
 5964  merger or a certificate of merger filed for the same merger in
 5965  accordance with s. 605.1025, s. 608.4382(1), s. 617.1108, s.
 5966  620.2108(3), or s. 620.8918(1) and (2), and if the articles of
 5967  merger or certificate of merger substantially complies with the
 5968  requirements of this section. In such a case, the other articles
 5969  of merger or certificate of merger may also be used for purposes
 5970  of subsection (2).
 5971         Section 6. Effective January 1, 2015, subsection (3) of
 5972  section 607.1109, Florida Statutes, is amended to read:
 5973         607.1109 Articles of merger.—
 5974         (3) A domestic corporation is not required to file articles
 5975  of merger pursuant to subsection (1) if the domestic corporation
 5976  is named as a party or constituent organization in articles of
 5977  merger or a certificate of merger filed for the same merger in
 5978  accordance with s. 605.1025, s. 608.4382(1), s. 617.1108, s.
 5979  620.2108(3), or s. 620.8918(1) and (2), and if the articles of
 5980  merger or certificate of merger substantially complies with the
 5981  requirements of this section. In such a case, the other articles
 5982  of merger or certificate of merger may also be used for purposes
 5983  of subsection (2).
 5984         Section 7. Subsection (3) of section 607.1113, Florida
 5985  Statutes, is amended to read:
 5986         607.1113 Certificate of conversion.—
 5987         (3) A converting domestic corporation is not required to
 5988  file a certificate of conversion pursuant to subsection (1) if
 5989  the converting domestic corporation files articles of conversion
 5990  or a certificate of conversion that substantially complies with
 5991  the requirements of this section pursuant to s. 605.1041, s.
 5992  608.439, s. 620.2104(1)(b), or s. 620.8914(1)(b) and contains
 5993  the signatures required by this chapter. In such a case, the
 5994  other certificate of conversion may also be used for purposes of
 5995  subsection (2).
 5996         Section 8. Effective January 1, 2015, subsection (3) of
 5997  section 607.1113, Florida Statutes, is amended to read:
 5998         607.1113 Certificate of conversion.—
 5999         (3) A converting domestic corporation is not required to
 6000  file a certificate of conversion pursuant to subsection (1) if
 6001  the converting domestic corporation files articles of conversion
 6002  or a certificate of conversion that substantially complies with
 6003  the requirements of this section pursuant to s. 605.1041, s.
 6004  608.439, s. 620.2104(1)(b), or s. 620.8914(1)(b) and contains
 6005  the signatures required by this chapter. In such a case, the
 6006  other certificate of conversion may also be used for purposes of
 6007  subsection (2).
 6008         Section 9. Subsections (1) and (2) of section 607.193,
 6009  Florida Statutes, are amended to read:
 6010         607.193 Supplemental corporate fee.—
 6011         (1) In addition to any other taxes imposed by law, an
 6012  annual supplemental corporate fee of $88.75 is imposed on each
 6013  business entity that is authorized to transact business in this
 6014  state and is required to file an annual report with the
 6015  Department of State under s. 605.0212, s. 607.1622, s. 608.4511,
 6016  or s. 620.1210.
 6017         (2)(a) The business entity shall remit the supplemental
 6018  corporate fee to the Department of State at the time it files
 6019  the annual report required by s. 605.0212, s. 607.1622, s.
 6020  608.4511, or s. 620.1210.
 6021         (b) In addition to the fees levied under ss. 607.0122,
 6022  608.452, and 620.1109, s. 605.0213 or s. 608.452, and the
 6023  supplemental corporate fee, a late charge of $400 shall be
 6024  imposed if the supplemental corporate fee is remitted after May
 6025  1 except in circumstances in which a business entity was
 6026  administratively dissolved or its certificate of authority was
 6027  revoked due to its failure to file an annual report and the
 6028  entity subsequently applied for reinstatement and paid the
 6029  applicable reinstatement fee.
 6030         Section 10. Effective January 1, 2015, subsections (1) and
 6031  (2) of section 607.193, Florida Statutes, are amended to read:
 6032         607.193 Supplemental corporate fee.—
 6033         (1) In addition to any other taxes imposed by law, an
 6034  annual supplemental corporate fee of $88.75 is imposed on each
 6035  business entity that is authorized to transact business in this
 6036  state and is required to file an annual report with the
 6037  Department of State under s. 605.0212, s. 607.1622, s. 608.4511,
 6038  or s. 620.1210.
 6039         (2)(a) The business entity shall remit the supplemental
 6040  corporate fee to the Department of State at the time it files
 6041  the annual report required by s. 605.0212, s. 607.1622, s.
 6042  608.4511, or s. 620.1210.
 6043         (b) In addition to the fees levied under ss. 605.0213,
 6044  607.0122, 608.452, and 620.1109 and the supplemental corporate
 6045  fee, a late charge of $400 shall be imposed if the supplemental
 6046  corporate fee is remitted after May 1 except in circumstances in
 6047  which a business entity was administratively dissolved or its
 6048  certificate of authority was revoked due to its failure to file
 6049  an annual report and the entity subsequently applied for
 6050  reinstatement and paid the applicable reinstatement fee.
 6051         Section 11. Subsection (2) of section 617.1108, Florida
 6052  Statutes, is amended to read:
 6053         617.1108 Merger of domestic corporation and other business
 6054  entities.—
 6055         (2) A domestic corporation not for profit organized under
 6056  this chapter is not required to file articles of merger pursuant
 6057  to this section if the corporation not for profit is named as a
 6058  party or constituent organization in articles of merger or a
 6059  certificate of merger filed for the same merger in accordance
 6060  with s. 605.1025, s. 607.1109, s. 608.4382(1), s. 620.2108(3),
 6061  or s. 620.8918(1) and (2). In such a case, the other articles of
 6062  merger or certificate of merger may also be used for purposes of
 6063  subsection (3).
 6064         Section 12. Effective January 1, 2015, subsection (2) of
 6065  section 617.1108, Florida Statutes, is amended to read:
 6066         617.1108 Merger of domestic corporation and other business
 6067  entities.—
 6068         (2) A domestic corporation not for profit organized under
 6069  this chapter is not required to file articles of merger pursuant
 6070  to this section if the corporation not for profit is named as a
 6071  party or constituent organization in articles of merger or a
 6072  certificate of merger filed for the same merger in accordance
 6073  with s. 605.1025, s. 607.1109, s. 608.4382(1), s. 620.2108(3),
 6074  or s. 620.8918(1) and (2). In such a case, the other articles of
 6075  merger or certificate of merger may also be used for purposes of
 6076  subsection (3).
 6077         Section 13. Paragraph (c) of subsection (1) of section
 6078  620.2104, Florida Statutes, is amended to read:
 6079         620.2104 Filings required for conversion; effective date.—
 6080         (1) After a plan of conversion is approved:
 6081         (c) A converting limited partnership is not required to
 6082  file a certificate of conversion pursuant to paragraph (a) if
 6083  the converting limited partnership files articles of conversion
 6084  or a certificate of conversion that substantially complies with
 6085  the requirements of this section pursuant to s. 605.1041, s.
 6086  607.1115, s. 608.439, or s. 620.8914(1)(b) and contains the
 6087  signatures required by this chapter. In such a case, the other
 6088  certificate of conversion may also be used for purposes of s.
 6089  620.2105(4).
 6090         Section 14. Effective January 1, 2015, paragraph (c) of
 6091  subsection (1) of section 620.2104, Florida Statutes, is amended
 6092  to read:
 6093         620.2104 Filings required for conversion; effective date.—
 6094         (1) After a plan of conversion is approved:
 6095         (c) A converting limited partnership is not required to
 6096  file a certificate of conversion pursuant to paragraph (a) if
 6097  the converting limited partnership files articles of conversion
 6098  or a certificate of conversion that substantially complies with
 6099  the requirements of this section pursuant to s. 605.1041, s.
 6100  607.1115, s. 608.439, or s. 620.8914(1)(b) and contains the
 6101  signatures required by this chapter. In such a case, the other
 6102  certificate of conversion may also be used for purposes of s.
 6103  620.2105(4).
 6104         Section 15. Subsection (3) of section 620.2108, Florida
 6105  Statutes, is amended to read:
 6106         620.2108 Filings required for merger; effective date.—
 6107         (3) Each constituent limited partnership shall deliver the
 6108  certificate of merger for filing in the Department of State
 6109  unless the constituent limited partnership is named as a party
 6110  or constituent organization in articles of merger or a
 6111  certificate of merger filed for the same merger in accordance
 6112  with s. 605.1025, s. 607.1109(1), s. 608.4382(1), s. 617.1108,
 6113  or s. 620.8918(1) and (2) and such articles of merger or
 6114  certificate of merger substantially complies with the
 6115  requirements of this section. In such a case, the other articles
 6116  of merger or certificate of merger may also be used for purposes
 6117  of s. 620.2109(3).
 6118         Section 16. Effective January 1, 2015, subsection (3) of
 6119  section 620.2108, Florida Statutes, is amended to read:
 6120         620.2108 Filings required for merger; effective date.—
 6121         (3) Each constituent limited partnership shall deliver the
 6122  certificate of merger for filing in the Department of State
 6123  unless the constituent limited partnership is named as a party
 6124  or constituent organization in articles of merger or a
 6125  certificate of merger filed for the same merger in accordance
 6126  with s. 605.1025, s. 607.1109(1), s. 608.4382(1), s. 617.1108,
 6127  or s. 620.8918(1) and (2) and such articles of merger or
 6128  certificate of merger substantially complies with the
 6129  requirements of this section. In such a case, the other articles
 6130  of merger or certificate of merger may also be used for purposes
 6131  of s. 620.2109(3).
 6132         Section 17. Subsection (1) of section 620.8914, Florida
 6133  Statutes, is amended to read:
 6134         620.8914 Filings required for conversion; effective date.—
 6135         (1) After a plan of conversion is approved:
 6136         (a) A converting partnership shall deliver to the
 6137  Department of State for filing a registration statement in
 6138  accordance with s. 620.8105, if such statement was not
 6139  previously filed, and a certificate of conversion, in accordance
 6140  with s. 620.8105, which must include:
 6141         1. A statement that the partnership has been converted into
 6142  another organization.
 6143         2. The name and form of the organization and the
 6144  jurisdiction of its governing law.
 6145         3. The date the conversion is effective under the governing
 6146  law of the converted organization.
 6147         4. A statement that the conversion was approved as required
 6148  by this act.
 6149         5. A statement that the conversion was approved as required
 6150  by the governing law of the converted organization.
 6151         6. If the converted organization is a foreign organization
 6152  not authorized to transact business in this state, the street
 6153  and mailing address of an office which the Department of State
 6154  may use for the purposes of s. 620.8915(3).
 6155         (b) In the case of a converting organization converting
 6156  into a partnership to be governed by this act, the converting
 6157  organization shall deliver to the Department of State for
 6158  filing:
 6159         1. A registration statement in accordance with s. 620.8105.
 6160         2. A certificate of conversion, in accordance with s.
 6161  620.8105, signed by a general partner of the partnership in
 6162  accordance with s. 620.8105(6) and by the converting
 6163  organization as required by applicable law, which certificate of
 6164  conversion must include:
 6165         a. A statement that the partnership was converted from
 6166  another organization.
 6167         b. The name and form of the converting organization and the
 6168  jurisdiction of its governing law.
 6169         c. A statement that the conversion was approved as required
 6170  by this act.
 6171         d. A statement that the conversion was approved in a manner
 6172  that complied with the converting organization’s governing law.
 6173         e. The effective time of the conversion, if other than the
 6174  time of the filing of the certificate of conversion.
 6175  
 6176  A converting domestic partnership is not required to file a
 6177  certificate of conversion pursuant to paragraph (a) if the
 6178  converting domestic partnership files articles of conversion or
 6179  a certificate of conversion that substantially complies with the
 6180  requirements of this section pursuant to s. 605.1041, s.
 6181  607.1115, s. 608.439, or s. 620.2104(1)(b) and contains the
 6182  signatures required by this chapter. In such a case, the other
 6183  certificate of conversion may also be used for purposes of s.
 6184  620.8915(4).
 6185         Section 18. Effective January 1, 2015, subsection (1) of
 6186  section 620.8914, Florida Statutes, is amended to read:
 6187         620.8914 Filings required for conversion; effective date.—
 6188         (1) After a plan of conversion is approved:
 6189         (a) A converting partnership shall deliver to the
 6190  Department of State for filing a registration statement in
 6191  accordance with s. 620.8105, if such statement was not
 6192  previously filed, and a certificate of conversion, in accordance
 6193  with s. 620.8105, which must include:
 6194         1. A statement that the partnership has been converted into
 6195  another organization.
 6196         2. The name and form of the organization and the
 6197  jurisdiction of its governing law.
 6198         3. The date the conversion is effective under the governing
 6199  law of the converted organization.
 6200         4. A statement that the conversion was approved as required
 6201  by this act.
 6202         5. A statement that the conversion was approved as required
 6203  by the governing law of the converted organization.
 6204         6. If the converted organization is a foreign organization
 6205  not authorized to transact business in this state, the street
 6206  and mailing address of an office which the Department of State
 6207  may use for the purposes of s. 620.8915(3).
 6208         (b) In the case of a converting organization converting
 6209  into a partnership to be governed by this act, the converting
 6210  organization shall deliver to the Department of State for
 6211  filing:
 6212         1. A registration statement in accordance with s. 620.8105.
 6213         2. A certificate of conversion, in accordance with s.
 6214  620.8105, signed by a general partner of the partnership in
 6215  accordance with s. 620.8105(6) and by the converting
 6216  organization as required by applicable law, which certificate of
 6217  conversion must include:
 6218         a. A statement that the partnership was converted from
 6219  another organization.
 6220         b. The name and form of the converting organization and the
 6221  jurisdiction of its governing law.
 6222         c. A statement that the conversion was approved as required
 6223  by this act.
 6224         d. A statement that the conversion was approved in a manner
 6225  that complied with the converting organization’s governing law.
 6226         e. The effective time of the conversion, if other than the
 6227  time of the filing of the certificate of conversion.
 6228  
 6229  A converting domestic partnership is not required to file a
 6230  certificate of conversion pursuant to paragraph (a) if the
 6231  converting domestic partnership files articles of conversion or
 6232  a certificate of conversion that substantially complies with the
 6233  requirements of this section pursuant to s. 605.1041, s.
 6234  607.1115, s. 608.439, or s. 620.2104(1)(b) and contains the
 6235  signatures required by this chapter. In such a case, the other
 6236  certificate of conversion may also be used for purposes of s.
 6237  620.8915(4).
 6238         Section 19. Subsection (3) of section 620.8918, Florida
 6239  Statutes, is amended to read:
 6240         620.8918 Filings required for merger; effective date.—
 6241         (3) Each domestic constituent partnership shall deliver the
 6242  certificate of merger for filing with the Department of State,
 6243  unless the domestic constituent partnership is named as a party
 6244  or constituent organization in articles of merger or a
 6245  certificate of merger filed for the same merger in accordance
 6246  with s. 605.1025, s. 607.1109(1), s. 608.4382(1), s. 617.1108,
 6247  or s. 620.2108(3). The articles of merger or certificate of
 6248  merger must substantially comply with the requirements of this
 6249  section. In such a case, the other articles of merger or
 6250  certificate of merger may also be used for purposes of s.
 6251  620.8919(3). Each domestic constituent partnership in the merger
 6252  shall also file a registration statement in accordance with s.
 6253  620.8105(1) if it does not have a currently effective
 6254  registration statement filed with the Department of State.
 6255         Section 20. Effective January 1, 2015, subsection (3) of
 6256  section 620.8918, Florida Statutes, is amended to read:
 6257         620.8918 Filings required for merger; effective date.—
 6258         (3) Each domestic constituent partnership shall deliver the
 6259  certificate of merger for filing with the Department of State,
 6260  unless the domestic constituent partnership is named as a party
 6261  or constituent organization in articles of merger or a
 6262  certificate of merger filed for the same merger in accordance
 6263  with s. 605.1025, s. 607.1109(1), s. 608.4382(1), s. 617.1108,
 6264  or s. 620.2108(3). The articles of merger or certificate of
 6265  merger must substantially comply with the requirements of this
 6266  section. In such a case, the other articles of merger or
 6267  certificate of merger may also be used for purposes of s.
 6268  620.8919(3). Each domestic constituent partnership in the merger
 6269  shall also file a registration statement in accordance with s.
 6270  620.8105(1) if it does not have a currently effective
 6271  registration statement filed with the Department of State.
 6272         Section 21. Section 621.051, Florida Statutes, is amended
 6273  to read:
 6274         621.051 Limited liability company organization.—A group of
 6275  professional service corporations, professional limited
 6276  liability companies, or individuals, in any combination, duly
 6277  licensed or otherwise legally authorized to render the same
 6278  professional services may organize and become members of a
 6279  professional limited liability company for pecuniary profit
 6280  under the provisions of chapter 605 or chapter 608 for the sole
 6281  and specific purpose of rendering the same and specific
 6282  professional service.
 6283         Section 22. Effective January 1, 2015, section 621.051,
 6284  Florida Statutes, is amended to read:
 6285         621.051 Limited liability company organization.—A group of
 6286  professional service corporations, professional limited
 6287  liability companies, or individuals, in any combination, duly
 6288  licensed or otherwise legally authorized to render the same
 6289  professional services may organize and become members of a
 6290  professional limited liability company for pecuniary profit
 6291  under the provisions of chapter 605 chapter 608 for the sole and
 6292  specific purpose of rendering the same and specific professional
 6293  service.
 6294         Section 23. Section 621.07, Florida Statutes, is amended to
 6295  read:
 6296         621.07 Liability of officers, agents, employees,
 6297  shareholders, members, and corporation or limited liability
 6298  company.—Nothing contained in this act shall be interpreted to
 6299  abolish, repeal, modify, restrict, or limit the law now in
 6300  effect in this state applicable to the professional relationship
 6301  and liabilities between the person furnishing the professional
 6302  services and the person receiving such professional service and
 6303  to the standards for professional conduct; provided, however,
 6304  that any officer, agent, member, manager, or employee of a
 6305  corporation or limited liability company organized under this
 6306  act shall be personally liable and accountable only for
 6307  negligent or wrongful acts or misconduct committed by that
 6308  person, or by any person under that person’s direct supervision
 6309  and control, while rendering professional service on behalf of
 6310  the corporation or limited liability company to the person for
 6311  whom such professional services were being rendered; and
 6312  provided further that the personal liability of shareholders of
 6313  a corporation, or members of a limited liability company,
 6314  organized under this act, in their capacity as shareholders or
 6315  members of such corporation or limited liability company, shall
 6316  be no greater in any aspect than that of a shareholder-employee
 6317  of a corporation organized under chapter 607 or a member
 6318  employee of a limited liability company organized under chapter
 6319  605 or chapter 608. The corporation or limited liability company
 6320  shall be liable up to the full value of its property for any
 6321  negligent or wrongful acts or misconduct committed by any of its
 6322  officers, agents, members, managers, or employees while they are
 6323  engaged on behalf of the corporation or limited liability
 6324  company in the rendering of professional services.
 6325         Section 24. Effective January 1, 2015, section 621.07,
 6326  Florida Statutes, is amended to read:
 6327         621.07 Liability of officers, agents, employees,
 6328  shareholders, members, and corporation or limited liability
 6329  company.—Nothing contained in this act shall be interpreted to
 6330  abolish, repeal, modify, restrict, or limit the law now in
 6331  effect in this state applicable to the professional relationship
 6332  and liabilities between the person furnishing the professional
 6333  services and the person receiving such professional service and
 6334  to the standards for professional conduct; provided, however,
 6335  that any officer, agent, member, manager, or employee of a
 6336  corporation or limited liability company organized under this
 6337  act shall be personally liable and accountable only for
 6338  negligent or wrongful acts or misconduct committed by that
 6339  person, or by any person under that person’s direct supervision
 6340  and control, while rendering professional service on behalf of
 6341  the corporation or limited liability company to the person for
 6342  whom such professional services were being rendered; and
 6343  provided further that the personal liability of shareholders of
 6344  a corporation, or members of a limited liability company,
 6345  organized under this act, in their capacity as shareholders or
 6346  members of such corporation or limited liability company, shall
 6347  be no greater in any aspect than that of a shareholder-employee
 6348  of a corporation organized under chapter 607 or a member
 6349  employee of a limited liability company organized under chapter
 6350  605 chapter 608. The corporation or limited liability company
 6351  shall be liable up to the full value of its property for any
 6352  negligent or wrongful acts or misconduct committed by any of its
 6353  officers, agents, members, managers, or employees while they are
 6354  engaged on behalf of the corporation or limited liability
 6355  company in the rendering of professional services.
 6356         Section 25. Subsections (2) and (4) of section 621.12,
 6357  Florida Statutes, are amended to read:
 6358         621.12 Identification with individual shareholders or
 6359  individual members.—
 6360         (2) The name shall also contain:
 6361         (a) The word “chartered”; or
 6362         (b)1. In the case of a professional corporation, the words
 6363  “professional association” or the abbreviation “P.A.”; or
 6364         2. In the case of a professional limited liability company,
 6365  formed before January 1, 2014, the words “professional limited
 6366  company” or “professional limited liability company,” or the
 6367  abbreviation “P.L.,or “P.L.L.C.” or the designation “PL” or
 6368  “PLLC,” in lieu of the words “limited company” or “limited
 6369  liability company,” or the abbreviation “L.C.” or “L.L.C.” or
 6370  the designation “LC” or “LLC” as otherwise required under s.
 6371  605.0112 or s. 608.406.
 6372         3. In the case of a professional limited liability company
 6373  formed on or after January 1, 2014, the words “professional
 6374  limited liability company,” the abbreviation “P.L.L.C.” or the
 6375  designation “PLLC,” in lieu of the words “limited liability
 6376  company,” or the abbreviation “L.L.C.” or the designation “LLC”
 6377  as otherwise required under s.605.0112.
 6378         (4) It shall be permissible, however, for the corporation
 6379  or limited liability company to render professional services and
 6380  to exercise its authorized powers under a name which is
 6381  identical to its name except that the word “chartered,” the
 6382  words “professional association,or “professional limited
 6383  company,” or “professional limited liability company,” or the
 6384  abbreviations “P.A.,or “P.L.,or “P.L.L.C.,” or the
 6385  designation “PL” or “PLLC” may be omitted, provided that the
 6386  corporation or limited liability company has first registered
 6387  the name to be so used in the manner required for the
 6388  registration of fictitious names.
 6389         Section 26. Section 621.13, Florida Statutes, is amended to
 6390  read:
 6391         621.13 Applicability of chapters 605, 607, and 608.—
 6392         (1) Chapter 607 is applicable to a corporation organized
 6393  pursuant to this act except to the extent that any of the
 6394  provisions of this act are interpreted to be in conflict with
 6395  the provisions of chapter 607. In such event, the provisions and
 6396  sections of this act shall take precedence with respect to a
 6397  corporation organized pursuant to the provisions of this act.
 6398         (2)(a)Before January 1, 2014, and during any transition
 6399  period thereafter, chapter 608 is applicable to a limited
 6400  liability company organized pursuant to this act before January
 6401  1, 2014, except to the extent that any of the provisions of this
 6402  act are interpreted to be in conflict with the provisions of
 6403  chapter 608. In such event, the provisions and sections of this
 6404  act shall take precedence with respect to a limited liability
 6405  company organized pursuant to the provisions of this act.
 6406         (b) On and after January 1, 2014, chapter 605 is applicable
 6407  to a limited liability company organized pursuant to this act on
 6408  or after January 1, 2014, except to the extent that any of the
 6409  provisions of this act are interpreted to be in conflict with
 6410  the provisions of chapter 605. In such event, the provisions and
 6411  sections of this act shall take precedence with respect to a
 6412  limited liability company organized pursuant to the provisions
 6413  of this act.
 6414         (c) After an election is made to be subject to the
 6415  provisions of chapter 605, chapter 605 applies to a limited
 6416  liability company organized pursuant to this act before January
 6417  1, 2014, except to the extent that any of the provisions of this
 6418  act are interpreted to be in conflict with the provisions of
 6419  chapter 605. In such event, the provisions and sections of this
 6420  act shall take precedence with respect to a limited liability
 6421  company organized pursuant to the provisions of this act.
 6422         (3) A professional corporation or limited liability company
 6423  heretofore or hereafter organized under this act may change its
 6424  business purpose from the rendering of professional service to
 6425  provide for any other lawful purpose by amending its certificate
 6426  of incorporation in the manner required for an original
 6427  incorporation under chapter 607 or by amending its certificate
 6428  of organization in the manner required for an original
 6429  organization under chapter 608, or for a limited liability
 6430  company subject to chapter 605 by amending its certificate of
 6431  organization in the manner required for an original organization
 6432  under chapter 605. However, such an amendment, when filed with
 6433  and accepted by the Department of State, shall remove such
 6434  corporation or limited liability company from the provisions of
 6435  this chapter including, but not limited to, the right to
 6436  practice a profession. A change of business purpose shall not
 6437  have any effect on the continued existence of the corporation or
 6438  limited liability company.
 6439         Section 27. Effective January 1, 2015, section 621.13,
 6440  Florida Statutes, is amended to read:
 6441         621.13 Applicability of chapters 605 and 607 and 608.—
 6442         (1) Chapter 607 is applicable to a corporation organized
 6443  pursuant to this act except to the extent that any of the
 6444  provisions of this act are interpreted to be in conflict with
 6445  the provisions of chapter 607. In such event, the provisions and
 6446  sections of this act shall take precedence with respect to a
 6447  corporation organized pursuant to the provisions of this act.
 6448         (2) Chapter 605 Chapter 608 is applicable to a limited
 6449  liability company organized pursuant to this act except to the
 6450  extent that any of the provisions of this act are interpreted to
 6451  be in conflict with the provisions of chapter 605 chapter 608.
 6452  In such event, the provisions and sections of this act shall
 6453  take precedence with respect to a limited liability company
 6454  organized pursuant to the provisions of this act.
 6455         (3) A professional corporation or limited liability company
 6456  heretofore or hereafter organized under this act may change its
 6457  business purpose from the rendering of professional service to
 6458  provide for any other lawful purpose by amending its certificate
 6459  of incorporation in the manner required for an original
 6460  incorporation under chapter 607 or for a limited liability
 6461  company subject to chapter 605 by amending its certificate of
 6462  organization in the manner required for an original organization
 6463  under chapter 605 chapter 608. However, such an amendment, when
 6464  filed with and accepted by the Department of State, shall remove
 6465  such corporation or limited liability company from the
 6466  provisions of this chapter including, but not limited to, the
 6467  right to practice a profession. A change of business purpose
 6468  shall not have any effect on the continued existence of the
 6469  corporation or limited liability company.
 6470         Section 28. Except as otherwise provided, this act shall
 6471  take effect January 1, 2014.