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The Florida Senate

2012 Florida Statutes

Title XXXVI BUSINESS ORGANIZATIONS
Chapter 608 LIMITED LIABILITY COMPANIES Entire Chapter
SECTION 4356
Appraisal notice and form.
F.S. 608.4356
608.4356 Appraisal notice and form.—
(1) If the proposed appraisal event becomes effective, the limited liability company must deliver a written appraisal notice and form required by paragraph (2)(a) to all members who satisfied the requirements of s. 608.4355.
(2) The appraisal notice must be sent no earlier than the date the appraisal event became effective and no later than 10 days after such date and must:
(a) Supply a form that specifies the date that the appraisal event became effective and that provides for the member to state:
1. The member’s name and address.
2. The number, classes, and series of membership interests as to which the member asserts appraisal rights.
3. That the member did not vote for the transaction.
4. Whether the member accepts the limited liability company’s offer as stated in subparagraph (b)4.
5. If the offer is not accepted, the member’s estimated fair value of the membership interests and a demand for payment of the member’s estimated value plus interest.
(b) State:
1. Where the form described in paragraph (a) must be sent.
2. A date by which the limited liability company must receive the form, which date may not be fewer than 40 nor more than 60 days after the date the appraisal notice and form described in this subsection are sent, and that the member shall have waived the right to demand appraisal with respect to the membership interests unless the form is received by the limited liability company by such specified date.
3. In the case of membership interests represented by a certificate, the location at which certificates for such certificated membership interests must be deposited, if that action is required by the limited liability company, and the date by which those certificates must be deposited, which date may not be earlier than the date for receiving the required form under subparagraph 2.
4. The limited liability company’s estimate of the fair value of the membership interests.
5. An offer to each member who is entitled to appraisal rights to pay the limited liability company’s estimate of fair value set forth in subparagraph 4.
6. That, if requested in writing, the limited liability company will provide to the member so requesting, within 10 days after the date specified in subparagraph 2., the number of members who return the forms by the specified date and the total number of membership interests owned by them.
7. The date by which the notice to withdraw under s. 608.4357 must be received, which date must be within 20 days after the date specified in subparagraph 2.
(c) Be accompanied by:
1. Financial statements of the limited liability company that issued the membership interests to be appraised, consisting of a balance sheet as of the end of the fiscal year ending not more than 15 months prior to the date of the limited liability company’s appraisal notice, an income statement for that year, a cash flow statement for that year, and the latest available interim financial statements, if any.
2. A copy of ss. 608.4351-608.43595.
History.—s. 6, ch. 2005-267.