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The Florida Senate

2012 Florida Statutes

Title XXXVI BUSINESS ORGANIZATIONS
Chapter 608 LIMITED LIABILITY COMPANIES Entire Chapter
SECTION 4402
Action on plan of conversion.
F.S. 608.4402
608.4402 Action on plan of conversion.—
(1) Unless the articles of organization or the operating agreement of a limited liability company requires a greater than majority vote, the plan of conversion shall be approved in writing by a majority of the managers who are members of a converting limited liability company in which management is not reserved to its members. If no manager is a member, the plan of conversion shall be approved by vote of the members as set forth in this section. Unless the articles of organization or the operating agreement of the converting limited liability company requires a greater than majority vote or provides for another method of determining the voting rights of each of its members, and whether or not management is reserved to its members, the plan of conversion shall be approved in writing by a majority-in-interest of the members of the converting limited liability company and, if applicable, the vote of each member shall be weighted in accordance with s. 608.4231, provided, unless the articles of organization or the operating agreement of the converting limited liability company requires a greater than majority vote or provides for another method of determining the voting rights of each of its members, if there is more than one class or group of members, the conversion shall be approved by a majority-in-interest of the members of each such class or group, and, if applicable, the vote of each member shall be weighted in accordance with s. 608.4231.
(2) In addition to the approval required by subsection (1), if the other business entity is a partnership or limited partnership, no member of a converting limited liability company shall become a general partner of such partnership or limited partnership as a result of the conversion unless such member specifically consents in writing to becoming a general partner of such partnership or limited partnership, and, unless such written consent is obtained from each such member, the conversion shall not become effective under s. 608.4404. Any member providing such consent in writing shall also be deemed to have voted in favor of the plan of conversion for purposes of ss. 608.4351-608.43595.
(3) All members of the limited liability company to be converted shall be given written notice of any meeting or other action with respect to the approval of a plan of conversion as provided in subsections (4) and (5), not fewer than 30 or more than 60 days before the date of the meeting at which the plan of conversion shall be submitted for approval by the members of such limited liability company, provided, if the plan of conversion is submitted to the members of the limited liability company for their written approval or other action without a meeting, such notification shall be given to each member not fewer than 30 or more than 60 days before the effective date of the conversion. Pursuant to s. 608.455, the notification required by this subsection may be waived in writing by any person entitled to such notification.
(4) The notification required by subsection (3) shall be in writing and shall include:
(a) The date, time, and place of the meeting, if any, at which the plan of conversion is to be submitted for approval by the members of the limited liability company or, if the plan of conversion is to be submitted for written approval or by other action without a meeting, a statement to that effect.
(b) A copy or summary of the plan of conversion.
(c) The statement or statements required by ss. 608.4351-608.43595 concerning availability of appraisal rights, if any, to members of the limited liability company.
(d) The date on which such notification was mailed or delivered to the members.
(e) Any other information concerning the plan of conversion.
(5) The notification required by subsection (3) shall be deemed to be given at the earliest date of:
(a) The date such notification is received;
(b) Five days after the date such notification is deposited in the United States mail addressed to the member at the member’s address as it appears in the books and records of the limited liability company, with postage thereon prepaid;
(c) The date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; or
(d) The date such notification is given in accordance with the provisions of the articles of organization or the operating agreement of the limited liability company.
(6) Unless the converting limited liability company’s articles of organization or operating agreement or the plan of conversion provides otherwise, notwithstanding the prior approval of the plan of conversion by the managers or members of a converting limited liability company in which management is not reserved to its members, and at any time prior to the filing of the certificate of conversion with the Department of State, the planned conversion may be abandoned, subject to any contractual rights, by such limited liability company by the affirmative vote of a majority of its managers without further action by its members, in accordance with the procedure set forth in the plan of conversion, or if none is set forth in such plan, in the manner determined by the managers of such limited liability company.
History.—s. 12, ch. 2005-267.