2011 Florida Statutes
Appraisal rights definitions.
Appraisal rights definitions.
608.4351 Appraisal rights; definitions.—The following definitions apply to this section and ss. 608.4352-608.43595:
(1) “Affiliate” means a person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with another person. For purposes of s. 608.4352(2)(d), a person is deemed to be an affiliate of its senior executives.
(2) “Appraisal event” means an event described in s. 608.4352(1).
(3) “Beneficial member” means a person who is the beneficial owner of a membership interest held in a voting trust or by a nominee on the beneficial owner’s behalf.
(4) “Converted entity” means the other business entity into which a domestic limited liability company converts pursuant to ss. 608.4401-608.4404.
(5) “Fair value” means the value of the member’s membership interests determined:
(a) Immediately before the effectuation of the appraisal event to which the member objects.
(b) Using customary and current valuation concepts and techniques generally employed for similar businesses in the context of the transaction requiring appraisal, excluding any appreciation or depreciation in anticipation of the transaction to which the member objects unless exclusion would be inequitable to the limited liability company and its remaining members.
(c) For a limited liability company with 10 or fewer members, without discounting for lack of marketability or minority status.
(6) “Interest” means interest from the effective date of the appraisal event to which the member objects until the date of payment, at the rate of interest determined for judgments in accordance with s. 55.03, determined as of the effective date of the appraisal event.
(7) “Limited liability company” means the domestic limited liability company that issued the membership interest held by a member demanding appraisal and, for matters covered in ss. 608.4352-608.43595, includes the converted entity in a conversion or the surviving entity in a merger.
(8) “Record member” means each person who is identified as a member in the current list of members maintained in accordance with s. 608.4101 by the limited liability company, or to the extent the limited liability company has failed to maintain a current list, each person that is the rightful owner of a membership interest in the limited liability company. An assignee of a membership interest is not a record member.
(9) “Senior executive” means a manager or managing member or the chief executive officer, chief operating officer, chief financial officer, or anyone in charge of a principal business unit or function of a limited liability company or of a manager or managing member of the limited liability company.
(10) “Member” means a record member or a beneficial member.
(11) “Membership interest” has the same meaning set forth in s. 608.402, except, if the appraisal rights of a member under s. 608.4352 pertain to only a certain class or series of a membership interest, the term “membership interest” means only the membership interest pertaining to such class or series.
History.—s. 6, ch. 2005-267.