CS for CS for SB 1300                            First Engrossed
       
       
       
       
       
       
       
       
       20131300e1
       
    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; providing fees; establishing the authority and
   13         liability of members and managers; providing for the
   14         relationship of members and management, voting,
   15         standards of conduct, records, and the right to obtain
   16         information; providing for transferable interests and
   17         the rights of transferees and creditors; providing for
   18         the dissociation of a member and its effects;
   19         providing for the dissolution and winding up of a
   20         limited liability company; providing for payment of
   21         attorney fees and costs in certain circumstances;
   22         establishing provisions for merger, conversion,
   23         domestication, interest exchange, and appraisal
   24         rights; providing miscellaneous provisions for
   25         application and construction, electronic signatures,
   26         tax exemption on income, interrogatories and other
   27         powers of the department, and reservation of power to
   28         amend or appeal; providing for severability; providing
   29         for the application to a limited liability company
   30         formed under the Florida Limited Liability Company
   31         Act; creating s. 48.062, F.S.; providing for service
   32         of process on a limited liability company; providing
   33         for the applicability of the Florida Limited Liability
   34         Company Act; providing for the future and contingent
   35         amendment of fees of the Department of State;
   36         providing for the future repeal of ch. 608, F.S.,
   37         relating to the Florida Limited Liability Company Act;
   38         amending ss. 607.1109, 607.1113, 607.193, 617.1108,
   39         620.2104, 620.2108, 620.8914, 620.8918, 621.051, and
   40         621.07; providing cross-references to conform to
   41         changes made by the act; amending s. 621.12, F.S.;
   42         revising provisions relating to the identification of
   43         certain professional corporations to conform to
   44         changes made by the act; amending s. 621.13, F.S.;
   45         revising provisions relating to the applicability of
   46         certain chapters to the Professional Service
   47         Corporation and Limited Liability Company Act to
   48         conform to changes made by the act; providing
   49         effective dates.
   50  
   51  Be It Enacted by the Legislature of the State of Florida:
   52  
   53         Section 1. The Division of Law Revision and Information is
   54  directed to entitle chapter 605, Florida Statutes, as the
   55  “Florida Revised Limited Liability Company Act.”
   56         Section 2. Chapter 605, Florida Statutes, consisting of
   57  sections 605.0101-605.1108, Florida Statutes, is created to
   58  read:
   59         605.0101Short title.—Sections 605.0101-605.1108 may be
   60  cited as the “Florida Revised Limited Liability Company Act.”
   61         605.0102Definitions.—As used in this chapter, the term:
   62         (1)“Acquired entity” means the entity that has all of one
   63  or more of its classes or series of interests acquired in an
   64  interest exchange.
   65         (2)“Acquiring entity” means the entity that acquires all
   66  of one or more classes or series of interests of the acquired
   67  entity in an interest exchange.
   68         (3)“Articles of conversion” means the articles of
   69  conversion required under s. 605.1045. The term includes the
   70  articles of conversion as amended or restated.
   71         (4)“Articles of domestication” means the articles of
   72  domestication required under s. 605.1055. The term includes the
   73  articles of domestication as amended or restated.
   74         (5)“Articles of interest exchange” means the articles of
   75  interest exchange required under s. 605.1035. The term includes
   76  the articles of interest exchange as amended or restated.
   77         (6)“Articles of merger” means the articles of merger
   78  required under s. 605.1025. The term includes the articles of
   79  merger as amended or restated.
   80         (7)“Articles of organization” means the articles of
   81  organization required under s. 605.0201. The term includes the
   82  articles of organization as amended or restated.
   83         (8)“Authorized representative” means:
   84         (a) In the case of the formation of a limited liability
   85  company, a person authorized by a prospective member of the
   86  limited liability company to form the company by executing and
   87  filing its articles of organization with the department.
   88         (b)In the case of an existing limited liability company,
   89  with respect to the execution and filing of a record with the
   90  department or taking any other action required or authorized
   91  under this chapter:
   92         1.A manager of a manager-managed limited liability company
   93  who is authorized to do so;
   94         2.A member of a member-managed limited liability company
   95  who is authorized to do so; or
   96         3.An agent or officer of the limited liability company who
   97  is granted the authority to do so by such a manager or such a
   98  member, pursuant to the operating agreement of the limited
   99  liability company or pursuant to s. 605.0709.
  100         (c)In the case of a foreign limited liability company or
  101  another entity, with respect to the execution and filing of a
  102  record with the department or taking any other action required
  103  or authorized under this chapter, a person who is authorized to
  104  file the record or take the action on behalf of the foreign
  105  limited liability company or other entity.
  106         (9)“Business day” means Monday through Friday, excluding
  107  any day that a national banking association is not open for
  108  normal business transactions.
  109         (10)“Contribution,” except in the phrase “right of
  110  contribution,” means property or a benefit described in s.
  111  605.0402 which is provided by a person to a limited liability
  112  company to become a member or which is provided in the person’s
  113  capacity as a member.
  114         (11)“Conversion” means a transaction authorized under ss.
  115  605.1041-605.1046.
  116         (12)“Converted entity” means the converting entity as it
  117  continues in existence after a conversion.
  118         (13)“Converting entity” means the domestic entity that
  119  approves a plan of conversion pursuant to s. 605.1043 or the
  120  foreign entity that approves a conversion pursuant to the
  121  organic law of its jurisdiction of formation.
  122         (14)“Day” means a calendar day.
  123         (15)“Debtor in bankruptcy” means a person who is the
  124  subject of:
  125         (a)An order for relief under Title 11 of the United States
  126  Code or a successor statute of general application; or
  127         (b)A comparable order under federal, state, or foreign law
  128  governing insolvency.
  129         (16)“Department” means the Department of State.
  130         (17)“Distribution” means a transfer of money or other
  131  property from a limited liability company to a person on account
  132  of a transferable interest or in the person’s capacity as a
  133  member.
  134         (a)The term includes:
  135         1.A redemption or other purchase by a limited liability
  136  company of a transferable interest.
  137         2.A transfer to a member in return for the member’s
  138  relinquishment of any right to participate as a member in the
  139  management or conduct of the company’s activities and affairs or
  140  a relinquishment of a right to have access to records or other
  141  information concerning the company’s activities and affairs.
  142         (b)The term does not include amounts constituting
  143  reasonable compensation for present or past service or payments
  144  made in the ordinary course of business under a bona fide
  145  retirement plan or other bona fide benefits program.
  146         (18)“Distributional interest” means the right under an
  147  unincorporated entity’s organic law and organic rules to receive
  148  distributions from the entity.
  149         (19)“Domestic,” with respect to an entity, means an entity
  150  whose jurisdiction of formation is this state.
  151         (20)“Domesticated limited liability company” means the
  152  domesticating entity as it continues in existence after a
  153  domestication.
  154         (21)“Domesticating entity” means a non-United States
  155  entity that approves a domestication pursuant to the law of its
  156  jurisdiction of formation.
  157         (22)“Domestication” means a transaction authorized under
  158  ss. 605.1051-605.1056.
  159         (23)(a)“Entity” means:
  160         1.A business corporation;
  161         2.A nonprofit corporation;
  162         3.A general partnership, including a limited liability
  163  partnership;
  164         4.A limited partnership, including a limited liability
  165  limited partnership;
  166         5.A limited liability company;
  167         6.A real estate investment trust; or
  168         7.Any other domestic or foreign entity that is organized
  169  under an organic law.
  170         (b) “Entity” does not include:
  171         1.An individual;
  172         2.A trust with a predominantly donative purpose or a
  173  charitable trust;
  174         3.An association or relationship that is not a partnership
  175  solely by reason of s. 620.8202(3) or a similar provision of the
  176  law of another jurisdiction;
  177         4.A decedent’s estate; or
  178         5. A government or a governmental subdivision, agency, or
  179  instrumentality.
  180         (24)“Filing entity” means an entity whose formation
  181  requires the filing of a public organic record.
  182         (25)“Foreign,” with respect to an entity, means an entity
  183  whose jurisdiction of formation is a jurisdiction other than
  184  this state.
  185         (26)“Foreign limited liability company” means an
  186  unincorporated entity that was formed in a jurisdiction other
  187  than this state and is denominated by that law as a limited
  188  liability company.
  189         (27)“Governance interest” means a right under the organic
  190  law or organic rules of an unincorporated entity, other than as
  191  a governor, agent, assignee, or proxy, to:
  192         (a)Receive or demand access to information concerning an
  193  entity or its books and records;
  194         (b)Vote for or consent to the election of the governors of
  195  the entity; or
  196         (c)Receive notice of, vote on, or consent to an issue
  197  involving the internal affairs of the entity.
  198         (28)“Governor” means:
  199         (a)A director of a business corporation;
  200         (b)A director or trustee of a nonprofit corporation;
  201         (c)A general partner of a general partnership;
  202         (d)A general partner of a limited partnership;
  203         (e)A manager of a manager-managed limited liability
  204  company;
  205         (f)A member of a member-managed limited liability company;
  206         (g)A director or a trustee of a real estate investment
  207  trust; or
  208         (h)Any other person under whose authority the powers of an
  209  entity are exercised and under whose direction the activities
  210  and affairs of the entity are managed pursuant to the organic
  211  law and organic rules of the entity.
  212         (29)“Interest” means:
  213         (a)A share in a business corporation;
  214         (b)A membership in a nonprofit corporation;
  215         (c)A partnership interest in a general partnership;
  216         (d)A partnership interest in a limited partnership;
  217         (e)A membership interest in a limited liability company;
  218         (f)A share or beneficial interest in a real estate
  219  investment trust;
  220         (g)A member’s interest in a limited cooperative
  221  association;
  222         (h)A beneficial interest in a statutory trust, business
  223  trust, or common law business trust; or
  224         (i)A governance interest or distributional interest in
  225  another entity.
  226         (30)“Interest exchange” means a transaction authorized
  227  under ss. 605.1031-605.1036.
  228         (31)“Interest holder” means:
  229         (a)A shareholder of a business corporation;
  230         (b)A member of a nonprofit corporation;
  231         (c)A general partner of a general partnership;
  232         (d)A general partner of a limited partnership;
  233         (e)A limited partner of a limited partnership;
  234         (f)A member of a limited liability company;
  235         (g)A shareholder or beneficial owner of a real estate
  236  investment trust;
  237         (h)A beneficiary or beneficial owner of a statutory trust,
  238  business trust, or common law business trust; or
  239         (i)Another direct holder of an interest.
  240         (32)“Interest holder liability” means:
  241         (a) Personal liability for a liability of an entity which
  242  is imposed on a person:
  243         1.Solely by reason of the status of the person as an
  244  interest holder; or
  245         2.By the organic rules of the entity which make one or
  246  more specified interest holders or categories of interest
  247  holders liable in their capacity as interest holders for all or
  248  specified liabilities of the entity.
  249         (b)An obligation of an interest holder under the organic
  250  rules of an entity to contribute to the entity.
  251         (33)“Jurisdiction,” if used to refer to a political
  252  entity, means the United States, a state, a foreign country, or
  253  a political subdivision of a foreign country.
  254         (34)“Jurisdiction of formation” means, with respect to an
  255  entity:
  256         (a)The jurisdiction under whose organic law the entity is
  257  formed, incorporated, or created or otherwise comes into being;
  258  however, for these purposes, if an entity exists under the law
  259  of a jurisdiction different from the jurisdiction under which
  260  the entity originally was formed, incorporated, or created or
  261  otherwise came into being, then the jurisdiction under which the
  262  entity then exists is treated as the jurisdiction of formation;
  263  or
  264         (b)In the case of a limited liability partnership or
  265  foreign limited liability partnership, the jurisdiction in which
  266  the partnership’s statement of qualification or equivalent
  267  document is filed.
  268         (35)“Legal representative” means, with respect to a
  269  natural person, the personal representative, executor, guardian,
  270  or conservator or any other person who is empowered by
  271  applicable law with the authority to act on behalf of the
  272  natural person, and, with respect to a person other than a
  273  natural person, a person who is empowered by applicable law with
  274  the authority to act on behalf of the person.
  275         (36)“Limited liability company” or “company,” except in
  276  the phrase “foreign limited liability company,” means an entity
  277  formed or existing under this chapter or an entity that becomes
  278  subject to this chapter pursuant to ss. 605.1001-605.1072.
  279         (37)“Majority-in-interest” means those members who hold
  280  more than 50 percent of the then-current percentage or other
  281  interest in the profits of the limited liability company and who
  282  have the right to vote; however, as used in ss. 605.1001
  283  605.1072, the term means:
  284         (a)In the case of a limited liability company with only
  285  one class or series of members, the holders of more than 50
  286  percent of the then-current percentage or other interest in the
  287  profits of the company who have the right to approve a merger,
  288  interest exchange, or conversion under the organic law or the
  289  organic rules of the company; and
  290         (b)In the case of a limited liability company having more
  291  than one class or series of members, the holders in each class
  292  or series of more than 50 percent of the then-current percentage
  293  or other interest in the profits of that class or series who
  294  have the right to approve a merger, interest exchange, or
  295  conversion under the organic law or the organic rules of the
  296  company, unless the company’s organic rules provide for the
  297  approval of the transaction in a different manner.
  298         (38)“Manager” means a person who, under the operating
  299  agreement of a manager-managed limited liability company, is
  300  responsible, alone or in concert with others, for performing the
  301  management functions stated in ss. 605.0407(3) and 605.04073(2).
  302         (39)“Manager-managed limited liability company” means a
  303  limited liability company that is manager-managed by virtue of
  304  the operation of s. 605.0407(1).
  305         (40)“Member” means a person who:
  306         (a)Is a member of a limited liability company under s.
  307  605.0401 or was a member in a company when the company became
  308  subject to this chapter; and
  309         (b)Has not dissociated from the company under s. 605.0602.
  310         (41)“Member-managed limited liability company” means a
  311  limited liability company that is not a manager-managed limited
  312  liability company.
  313         (42)“Merger” means a transaction authorized under ss.
  314  605.1021-605.1026.
  315         (43)“Merging entity” means an entity that is a party to a
  316  merger and exists immediately before the merger becomes
  317  effective.
  318         (44)“Non-United States entity” means a foreign entity
  319  other than an entity with a jurisdiction of formation that is
  320  not a state.
  321         (45)“Operating agreement” means an agreement, whether
  322  referred to as an operating agreement or not, which may be oral,
  323  implied, in a record, or in any combination thereof, of the
  324  members of a limited liability company, including a sole member,
  325  concerning the matters described in s. 605.0105(1). The term
  326  includes the operating agreement as amended or restated.
  327         (46)“Organic law” means the law of the jurisdiction in
  328  which an entity was formed.
  329         (47)“Organic rules” means the public organic record and
  330  private organic rules of an entity.
  331         (48)“Person” means an individual, business corporation,
  332  nonprofit corporation, partnership, limited partnership, limited
  333  liability company, limited cooperative association,
  334  unincorporated nonprofit association, statutory trust, business
  335  trust, common law business trust, estate, trust, association,
  336  joint venture, public corporation, government or governmental
  337  subdivision, agency, or instrumentality, or another legal or
  338  commercial entity.
  339         (49)“Plan” means a plan of merger, plan of interest
  340  exchange, plan of conversion, or plan of domestication, as
  341  appropriate in the particular context.
  342         (50)“Plan of conversion” means a plan under s. 605.1042
  343  and includes the plan of conversion as amended or restated.
  344         (51)“Plan of domestication” means a plan under s. 605.1052
  345  and includes the plan of domestication as amended or restated.
  346         (52)“Plan of interest exchange” means a plan under s.
  347  605.1032 and includes the plan of interest exchange as amended
  348  or restated.
  349         (53)“Plan of merger” means a plan under s. 605.1022 and
  350  includes the plan of merger as amended or restated.
  351         (54)“Principal office” means the principal executive
  352  office of a limited liability company or foreign limited
  353  liability company, regardless of whether the office is located
  354  in this state.
  355         (55)“Private organic rules” means the rules, whether or
  356  not in a record, which govern the internal affairs of an entity,
  357  are binding on all its interest holders, and are not part of its
  358  public organic record, if any. The term includes:
  359         (a)The bylaws of a business corporation.
  360         (b)The bylaws of a nonprofit corporation.
  361         (c)The partnership agreement of a general partnership.
  362         (d)The partnership agreement of a limited partnership.
  363         (e)The operating agreement of a limited liability company.
  364         (f)The bylaws, trust instrument, or similar rules of a
  365  real estate investment trust.
  366         (g)The trust instrument of a statutory trust or similar
  367  rules of a business trust or common law business trust.
  368         (56)“Property” means all property, whether real, personal,
  369  mixed, tangible, or intangible, or a right or interest therein.
  370         (57)“Protected agreement” means:
  371         (a)A record evidencing indebtedness and any related
  372  agreement in effect on January 1, 2014;
  373         (b)An agreement that is binding on an entity on January 1,
  374  2014;
  375         (c)The organic rules of an entity in effect on January 1,
  376  2014; or
  377         (d)An agreement that is binding on any of the governors or
  378  interest holders of an entity on January 1, 2014.
  379         (58)“Public organic record” means a record, the filing of
  380  which by a governmental body is required to form an entity, and
  381  an amendment to or restatement of that record. The term includes
  382  the following:
  383         (a)The articles of incorporation of a business
  384  corporation.
  385         (b)The articles of incorporation of a nonprofit
  386  corporation.
  387         (c)The certificate of limited partnership of a limited
  388  partnership.
  389         (d)The articles of organization of a limited liability
  390  company.
  391         (e)The articles of incorporation of a general cooperative
  392  association or a limited cooperative association.
  393         (f)The certificate of trust of a statutory trust or
  394  similar record of a business trust.
  395         (g)The articles of incorporation of a real estate
  396  investment trust.
  397         (59)“Record,” if used as a noun, means information that is
  398  inscribed on a tangible medium or that is stored in an
  399  electronic or other medium and is retrievable in perceivable
  400  form.
  401         (60)“Registered foreign entity” means a foreign entity
  402  that is authorized to transact business in this state pursuant
  403  to a record filed with the department.
  404         (61)“Registered foreign limited liability company” means a
  405  foreign limited liability company that has a certificate of
  406  authority to transact business in this state pursuant to a
  407  record filed with the department.
  408         (62)“Sign” means, with present intent to authenticate or
  409  adopt a record:
  410         (a)To execute or adopt a tangible symbol; or
  411         (b)To attach or logically associate an electronic symbol,
  412  sound, or process to or with a record, and includes a manual,
  413  facsimile, conformed, or electronic signature.
  414  
  415  The terms “signed” and “signature” have the corresponding
  416  meanings.
  417         (63)“State” means a state of the United States, the
  418  District of Columbia, Puerto Rico, the United States Virgin
  419  Islands, or a territory or insular possession subject to the
  420  jurisdiction of the United States.
  421         (64)“Surviving entity” means the entity that continues in
  422  existence after or is created by a merger.
  423         (65)“Transfer” includes:
  424         (a)An assignment.
  425         (b)A conveyance.
  426         (c)A sale.
  427         (d)A lease.
  428         (e)An encumbrance, including a mortgage or security
  429  interest.
  430         (f)A gift.
  431         (g)A transfer by operation of law.
  432         (66)“Transferable interest” means the right, as initially
  433  owned by a person in the person’s capacity as a member, to
  434  receive distributions from a limited liability company in
  435  accordance with the operating agreement, whether the person
  436  remains a member or continues to own a part of the right. The
  437  term applies to any fraction of the interest, by whomever owned.
  438         (67)“Transferee” means a person to which all or part of a
  439  transferable interest is transferred, whether or not the
  440  transferor is a member. The term includes a person who owns a
  441  transferable interest under s. 605.0603(1)(c).
  442         (68)“Type of entity” means a generic form of entity that
  443  is:
  444         (a)Recognized at common law; or
  445         (b)Formed under an organic law, whether or not some of the
  446  entities formed under that organic law are subject to provisions
  447  of that law which create different categories of the form of
  448  entity.
  449         (69)“Writing” means printing, typewriting, electronic
  450  communication, or other intentional communication that is
  451  reducible to a tangible form. The term “written” has the
  452  corresponding meaning.
  453         605.0103Knowledge; notice.—
  454         (1)A person knows a fact if the person:
  455         (a)Has actual knowledge of the fact; or
  456         (b)Is deemed to know the fact under paragraph (4)(b), or a
  457  law other than this chapter.
  458         (2)A person has notice of a fact when the person:
  459         (a)Has reason to know the fact from all of the facts known
  460  to the person at the time in question; or
  461         (b)Is deemed to have notice of the fact under paragraph
  462  (4)(b).
  463         (3)Subject to s. 605.0210(8), a person notifies another
  464  person of a fact by taking steps reasonably required to inform
  465  the other person in the ordinary course of events, regardless of
  466  whether those steps actually cause the other person to know of
  467  the fact.
  468         (4) A person who is not a member is deemed to:
  469         (a)Know of a limitation on authority to transfer real
  470  property as provided in s. 605.0302(7); and
  471         (b)Have notice of a limited liability company’s:
  472         1.Dissolution, 90 days after the articles of dissolution
  473  filed under s. 605.0707 become effective;
  474         2.Termination, 90 days after a statement of termination
  475  filed under s. 605.0709(7) becomes effective;
  476         3.Participation in a merger, interest exchange,
  477  conversion, or domestication, 90 days after the articles of
  478  merger, articles of interest exchange, articles of conversion,
  479  or articles of domestication under s. 605.1025, s. 605.1035, s.
  480  605.1045, or s. 605.1055, respectively, become effective;
  481         4.Declaration in its articles of organization that it is
  482  manager-managed in accordance with s. 605.0201(3)(a); however,
  483  if such a declaration has been added or changed by an amendment
  484  or amendment and restatement of the articles of organization,
  485  notice of the addition or change may not become effective until
  486  90 days after the effective date of such amendment or amendment
  487  and restatement; and
  488         5.Grant of authority to or limitation imposed on the
  489  authority of a person holding a position or having a specified
  490  status in a company, or grant of authority to or limitation
  491  imposed on the authority of a specific person, if the grant of
  492  authority or limitation imposed on the authority is described in
  493  the articles of organization in accordance with s.
  494  605.0201(3)(d); however, if that description has been added or
  495  changed by an amendment or an amendment and restatement of the
  496  articles of organization, notice of the addition or change may
  497  not become effective until 90 days after the effective date of
  498  such amendment or amendment and restatement.
  499         605.0104Governing law.—The law of this state governs:
  500         (1)The internal affairs of a limited liability company.
  501         (2)The liability of a member as member, and a manager as
  502  manager, for the debts, obligations, or other liabilities of a
  503  limited liability company.
  504         605.0105Operating agreement; scope, function, and
  505  limitations.—
  506         (1)Except as otherwise provided in subsections (3) and
  507  (4), the operating agreement governs the following:
  508         (a)Relations among the members as members and between the
  509  members and the limited liability company.
  510         (b)The rights and duties under this chapter of a person in
  511  the capacity of manager.
  512         (c)The activities and affairs of the company and the
  513  conduct of those activities and affairs.
  514         (d)The means and conditions for amending the operating
  515  agreement.
  516         (2)To the extent the operating agreement does not
  517  otherwise provide for a matter described in subsection (1), this
  518  chapter governs the matter.
  519         (3)An operating agreement may not do any of the following:
  520         (a)Vary a limited liability company’s capacity under s.
  521  605.0109 to sue and be sued in its own name.
  522         (b)Vary the law applicable under s. 605.0104.
  523         (c)Vary the requirement, procedure, or other provision of
  524  this chapter pertaining to:
  525         1.Registered agents; or
  526         2.The department, including provisions pertaining to
  527  records authorized or required to be delivered to the department
  528  for filing under this chapter.
  529         (d)Vary the provisions of s. 605.0204.
  530         (e)Eliminate the duty of loyalty or the duty of care under
  531  s. 605.04091, except as otherwise provided in subsection (4).
  532         (f)Eliminate the obligation of good faith and fair dealing
  533  under s. 605.04091, but the operating agreement may prescribe
  534  the standards by which the performance of the obligation is to
  535  be measured if the standards are not manifestly unreasonable.
  536         (g)Relieve or exonerate a person from liability for
  537  conduct involving bad faith, willful or intentional misconduct,
  538  or a knowing violation of law.
  539         (h)Unreasonably restrict the duties and rights stated in
  540  s. 605.0410, but the operating agreement may impose reasonable
  541  restrictions on the availability and use of information obtained
  542  under that section and may define appropriate remedies,
  543  including liquidated damages, for a breach of a reasonable
  544  restriction on use.
  545         (i)Vary the power of a person to dissociate under s.
  546  605.0601, except to require that the notice under s. 605.0602(1)
  547  be in a record.
  548         (j)Vary the grounds for dissolution specified in s.
  549  605.0702.
  550         (k)Vary the requirement to wind up the company’s business,
  551  activities, and affairs as specified in s. 605.0709(1), (2)(a),
  552  and (5).
  553         (l)Unreasonably restrict the right of a member to maintain
  554  an action under ss. 605.0801-605.0806.
  555         (m)Vary the provisions of s. 605.0804, but the operating
  556  agreement may provide that the company may not appoint a special
  557  litigation committee. However, the operating agreement may not
  558  prevent a court from appointing a special litigation committee.
  559         (n)Vary the right of a member to approve a merger,
  560  interest exchange, or conversion under s. 605.1023(l)(b), s.
  561  605.1033(l)(b), or s. 605.1043(l)(b), respectively.
  562         (o)Vary the required contents of plan of merger under s.
  563  605.1022, a plan of interest exchange under s. 605.1032, a plan
  564  of conversion under s. 605.1042, or a plan of domestication
  565  under s. 605.1052.
  566         (p)Except as otherwise provided in ss. 605.0106 and
  567  605.0107(2), restrict the rights under this chapter of a person
  568  other than a member or manager.
  569         (q)Provide for indemnification for a member or manager
  570  under s. 605.0408 for any of the following:
  571         1.Conduct involving bad faith, willful or intentional
  572  misconduct, or a knowing violation of law.
  573         2.A transaction from which the member or manager derived
  574  an improper personal benefit.
  575         3.A circumstance under which the liability provisions of
  576  s. 605.0406 are applicable.
  577         4.A breach of duties or obligations under s. 605.04091,
  578  taking into account a variation of such duties and obligations
  579  provided for in the operating agreement to the extent allowed by
  580  subsection (4).
  581         (4)Subject to paragraph (3)(g), without limiting other
  582  terms that may be included in an operating agreement, the
  583  following rules apply:
  584         (a)The operating agreement may:
  585         1.Specify the method by which a specific act or
  586  transaction that would otherwise violate the duty of loyalty may
  587  be authorized or ratified by one or more disinterested and
  588  independent persons after full disclosure of all material facts;
  589  or
  590         2.Alter the prohibition stated in s. 605.0405(1)(b) so
  591  that the prohibition requires solely that the company’s total
  592  assets not be less than the sum of its total liabilities.
  593         (b)To the extent the operating agreement of a member
  594  managed limited liability company expressly relieves a member of
  595  responsibility that the member would otherwise have under this
  596  chapter and imposes the responsibility on one or more other
  597  members, the operating agreement may, to the benefit of the
  598  member that the operating agreement relieves of the
  599  responsibility, also eliminate or limit a duty or obligation
  600  that would have pertained to the responsibility.
  601         (c)If not manifestly unreasonable, the operating agreement
  602  may:
  603         1.Alter or eliminate the aspects of the duty of loyalty
  604  under s. 605.04091(2);
  605         2.Identify specific types or categories of activities that
  606  do not violate the duty of loyalty; and
  607         3.Alter the duty of care, but may not authorize willful or
  608  intentional misconduct or a knowing violation of law.
  609         (5)The court shall decide as a matter of law whether a
  610  term of an operating agreement is manifestly unreasonable under
  611  paragraph (3)(f) or paragraph (4)(c). The court:
  612         (a)Shall make its determination as of the time the
  613  challenged term became part of the operating agreement and shall
  614  consider only circumstances existing at that time; and
  615         (b)May invalidate the term only if, in light of the
  616  purposes, activities, and affairs of the limited liability
  617  company, it is readily apparent that:
  618         1.The objective of the term is unreasonable; or
  619         2.The term is an unreasonable means to achieve the
  620  provision’s objective.
  621         (6)An operating agreement may provide for specific
  622  penalties or specified consequences, including those described
  623  in s. 605.0403(5), if a member or transferee fails to comply
  624  with the terms and conditions of the operating agreement or if
  625  other events specified in the operating agreement occur.
  626         605.0106Operating agreement; effect on limited liability
  627  company and person becoming member; preformation agreement;
  628  other matters involving operating agreement.—
  629         (1)A limited liability company is bound by and may enforce
  630  the operating agreement, regardless of whether the company has
  631  itself manifested assent to the operating agreement.
  632         (2)A person who becomes a member of a limited liability
  633  company is deemed to assent to, is bound by, and may enforce the
  634  operating agreement, regardless of whether the member executes
  635  the operating agreement.
  636         (3)Two or more persons who intend to become the initial
  637  members of a limited liability company may make an agreement
  638  providing that, upon the formation of the company, the agreement
  639  will become the operating agreement. One person who intends to
  640  become the initial member of a limited liability company may
  641  assent to terms that will become the operating agreement upon
  642  formation of the company.
  643         (4)A manager of a limited liability company or a
  644  transferee is bound by the operating agreement, regardless of
  645  whether the manager or transferee has agreed to the operating
  646  agreement.
  647         (5)An operating agreement of a limited liability company
  648  that has only one member is not unenforceable simply because
  649  there is only one person who is a party to the operating
  650  agreement.
  651         (6)Except as provided in s. 605.0403(1), an operating
  652  agreement is not subject to a statute of frauds.
  653         (7)An operating agreement may provide rights to a person,
  654  including a person who is not a party to the operating
  655  agreement, to the extent provided in the operating agreement.
  656         (8)A written operating agreement or other record:
  657         (a)May provide that a person be admitted as a member of a
  658  limited liability company, become a transferee of a limited
  659  liability company interest, or have other rights or powers of a
  660  member to the extent assigned:
  661         1.If the person or a representative authorized by that
  662  person orally, in writing, or by other action such as payment
  663  for a limited liability company interest, executes the operating
  664  agreement or another record evidencing the intent of the person
  665  to become a member or transferee; or
  666         2.Without the execution of the operating agreement, if the
  667  person or a representative authorized by the person orally, in
  668  writing, or by other action such as payment for a limited
  669  liability company interest complies with the conditions for
  670  becoming a member or transferee as provided in the operating
  671  agreement or another record; and
  672         (b)Is not unenforceable by reason of its not being signed
  673  by a person being admitted as a member or becoming a transferee
  674  as provided in paragraph (a), or by reason of its being signed
  675  by a representative as provided in this chapter.
  676         605.0107Operating agreement; effect on third parties and
  677  relationship to records effective on behalf of limited liability
  678  company.—
  679         (1)An operating agreement may specify that its amendment
  680  requires the approval of a person who is not a party to the
  681  agreement or upon the satisfaction of a condition. An amendment
  682  is ineffective if its adoption does not include the required
  683  approval or satisfy the specified condition.
  684         (2)The obligations of a limited liability company and its
  685  members to a person in the person’s capacity as a transferee or
  686  a person dissociated as a member are governed by the operating
  687  agreement. An amendment to the operating agreement made after a
  688  person becomes a transferee or is dissociated as a member:
  689         (a)Is effective with regard to a debt, obligation, or
  690  other liability of the limited liability company or its members
  691  to the person in the person’s capacity as a transferee or person
  692  dissociated as a member; and
  693         (b)Is not effective to the extent the amendment imposes a
  694  new debt, obligation, or other liability on the transferee or
  695  person dissociated as a member.
  696         (3)If a record delivered to the department for filing
  697  becomes effective under this chapter and contains a provision
  698  that would be ineffective under s. 605.0105(3) or (4)(c) if
  699  contained in the operating agreement, the provision is
  700  ineffective in the record.
  701         (4)Subject to subsection (3), if a record delivered to the
  702  department for filing which has become effective under this
  703  chapter but conflicts with a provision of the operating
  704  agreement:
  705         (a)The operating agreement prevails as to members,
  706  dissociated members, transferees, and managers; and
  707         (b)The record prevails as to other persons to the extent
  708  the other persons reasonably rely on the record.
  709         605.0108Nature, purpose, and duration of limited liability
  710  company.-
  711         (1)A limited liability company is an entity distinct from
  712  its members.
  713         (2)A limited liability company may have any lawful
  714  purpose, regardless of whether the company is a for-profit
  715  company.
  716         (3)A limited liability company has an indefinite duration.
  717         605.0109 Powers.—A limited liability company has the
  718  powers, rights, and privileges granted by this chapter, any
  719  other law, or by its operating agreement to do all things
  720  necessary or convenient to carry out its activities and affairs,
  721  including the power to do all of the following:
  722         (1)Sue, be sued, and defend in its name.
  723         (2)Purchase, receive, lease, or otherwise acquire, own,
  724  hold, improve, use, and otherwise deal with real or personal
  725  property or any legal or equitable interest in property,
  726  wherever located.
  727         (3)Sell, convey, mortgage, grant a security interest in,
  728  lease, exchange, and otherwise encumber or dispose of all or a
  729  part of its property.
  730         (4)Purchase, receive, subscribe for, or otherwise acquire,
  731  own, hold, vote, use, sell, mortgage, lend, grant a security
  732  interest in, or otherwise dispose of and deal in and with,
  733  shares or other interests in or obligations of another entity.
  734         (5)Make contracts or guarantees or incur liabilities;
  735  borrow money; issue notes, bonds, or other obligations, which
  736  may be convertible into or include the option to purchase other
  737  securities of the limited liability company; or make contracts
  738  of guaranty and suretyship which are necessary or convenient to
  739  the conduct, promotion, or attainment of the purposes,
  740  activities, and affairs of the limited liability company.
  741         (6)Lend money, invest or reinvest its funds, and receive
  742  and hold real or personal property as security for repayment.
  743         (7)Conduct its business, locate offices, and exercise the
  744  powers granted by this chapter within or without this state.
  745         (8)Select managers and appoint officers, directors,
  746  employees, and agents of the limited liability company, define
  747  their duties, fix their compensation, and lend them money and
  748  credit.
  749         (9)Make donations for the public welfare or for
  750  charitable, scientific, or educational purposes.
  751         (10)Pay pensions and establish pension plans, pension
  752  trusts, profit-sharing plans, bonus plans, option plans, and
  753  benefit or incentive plans for any or all of its current or
  754  former managers, members, officers, agents, and employees.
  755         (11)Be a promoter, incorporator, shareholder, partner,
  756  member, associate, or manager of a corporation, partnership,
  757  joint venture, trust, or other entity.
  758         (12)Make payments or donations or conduct any other act
  759  not inconsistent with applicable law which furthers the business
  760  of the limited liability company.
  761         (13)Enter into interest rate, basis, currency, hedge or
  762  other swap agreements, or cap, floor, put, call, option,
  763  exchange or collar agreements, derivative agreements, or similar
  764  agreements.
  765         (14)Grant, hold, or exercise a power of attorney,
  766  including an irrevocable power of attorney.
  767         605.0110Limited liability company property.—
  768         (1)All property originally contributed to the limited
  769  liability company or subsequently acquired by a limited
  770  liability company by purchase or other method is limited
  771  liability company property.
  772         (2)Property acquired with limited liability company funds
  773  is limited liability company property.
  774         (3)Instruments and documents providing for the
  775  acquisition, mortgage, or disposition of property of the limited
  776  liability company are valid and binding upon the limited
  777  liability company if they are executed in accordance with this
  778  chapter.
  779         (4)A member of a limited liability company has no interest
  780  in any specific limited liability company property.
  781         605.0111Rules of construction and supplemental principles
  782  of law.—
  783         (1)It is the intent of this chapter to give the maximum
  784  effect to the principle of freedom of contract and to the
  785  enforceability of operating agreements, including the purposes
  786  of ss. 605.0105-605.0107.
  787         (2)Unless displaced by particular provisions of this
  788  chapter, the principles of law and equity supplement this
  789  chapter.
  790         605.0112Name.—
  791         (1) The name of a limited liability company:
  792         (a)Must contain the words “limited liability company” or
  793  the abbreviation “L.L.C.” or “LLC”;
  794         (b)Must be distinguishable in the records of the Division
  795  of Corporations of the department from the names of all other
  796  entities or filings, except fictitious name registrations
  797  pursuant to s. 865.09, organized, registered, or reserved under
  798  the laws of this state, which names are on file with the
  799  division; however, a limited liability company may register
  800  under a name that is not otherwise distinguishable on the
  801  records of the division with the written consent of the owner
  802  entity, provided the consent is filed with the division at the
  803  time of registration of such name;
  804         (c)May not contain language stating or implying that the
  805  limited liability company is organized for a purpose other than
  806  a purpose authorized in this chapter and its articles of
  807  organization; and
  808         (d)May not contain language stating or implying that the
  809  limited liability company is connected with a state or federal
  810  government agency or a corporation or other entity chartered
  811  under the laws of the United States.
  812         (2)Subject to s. 605.0905, this section applies to a
  813  foreign limited liability company transacting business in this
  814  state which has a certificate of authority to transact business
  815  in this state or which has applied for a certificate of
  816  authority.
  817         (3)In the case of a limited liability company in existence
  818  before July 1, 2007, and registered with the department, the
  819  requirement in this section that the name of a limited liability
  820  company be distinguishable from the names of other entities and
  821  filings applies only if the limited liability company files
  822  documents on or after July 1, 2007, which would otherwise have
  823  affected its name.
  824         (4)A limited liability company in existence before January
  825  1, 2014, which was registered with the department and is using
  826  an abbreviation or designation in its name authorized under
  827  previous law, may continue using the abbreviation or designation
  828  in its name until it dissolves or amends its name in the records
  829  of the department.
  830         (5)The name of the limited liability company must be filed
  831  with the department for public notice only, and the act of
  832  filing alone does not create any presumption of ownership beyond
  833  that which is created under the common law.
  834         605.0113Registered agent.—
  835         (1) Each limited liability company and each foreign limited
  836  liability company that has a certificate of authority under s.
  837  605.0902 shall designate and continuously maintain in this
  838  state:
  839         (a)A registered office, which may be the same as its place
  840  of business in this state; and
  841         (b)A registered agent, who must be:
  842         1.An individual who resides in this state and whose
  843  business address is identical to the address of the registered
  844  office; or
  845         2.A foreign or domestic entity authorized to transact
  846  business in this state whose business address is identical to
  847  the address of the registered office.
  848         (2)Each initial registered agent, and each successor
  849  registered agent that is appointed, shall file a statement in
  850  writing with the department, in the form and manner prescribed
  851  by the department, accepting the appointment as registered agent
  852  while simultaneously being designated as the registered agent.
  853  The statement of acceptance must provide that the registered
  854  agent is familiar with and accepts the obligations of that
  855  position.
  856         (3)The duties of a registered agent are as follows:
  857         (a)To forward to the limited liability company or
  858  registered foreign limited liability company, at the address
  859  most recently supplied to the agent by the company or foreign
  860  limited liability company, a process, notice, or demand
  861  pertaining to the company or foreign limited liability company
  862  which is served on or received by the agent.
  863         (b)If the registered agent resigns, to provide the notice
  864  required under s. 605.0115(2) to the company or foreign limited
  865  liability company at the address most recently supplied to the
  866  agent by the company or foreign limited liability company.
  867         (4)The department shall maintain an accurate record of the
  868  registered agent and registered office for service of process
  869  and shall promptly furnish information disclosed thereby upon
  870  request and payment of the required fee.
  871         (5)A limited liability company and each foreign limited
  872  liability company that has a certificate of authority under s.
  873  605.0902 may not prosecute, maintain, or defend an action in a
  874  court until the limited liability company complies with this
  875  section and pays to the department a penalty of $5 for each day
  876  it has failed to comply or $500, whichever is less, and pays any
  877  other amounts required under this chapter.
  878         605.0114Change of registered agent or registered office.—
  879         (1)In order to change its registered agent or registered
  880  office address, a limited liability company or a foreign limited
  881  liability company may deliver to the department for filing a
  882  statement of change containing the following:
  883         (a)The name of the limited liability company or foreign
  884  limited liability company.
  885         (b)The name of its current registered agent.
  886         (c)If the registered agent is to be changed, the name of
  887  the new registered agent.
  888         (d)The street address of its current registered office for
  889  its registered agent.
  890         (e)If the street address of the registered office is to be
  891  changed, the new street address of the registered office in this
  892  state.
  893         (2)If the registered agent is changed, the written
  894  acceptance of the successor registered agent described in s.
  895  605.0113(2) must also be included in or attached to the
  896  statement of change.
  897         (3)A statement of change is effective when filed by the
  898  department or when authorized under s. 605.0207.
  899         (4)The changes described in this section may also be made
  900  on the limited liability company’s or foreign limited liability
  901  company’s annual report, in an application for reinstatement
  902  filed with the department under s. 605.0715(1), in an amendment
  903  to or restatement of a company’s articles of organization in
  904  accordance with s. 605.0202, or in an amendment to a foreign
  905  limited liability company’s certificate of authority in
  906  accordance with s. 605.0907.
  907         605.0115Resignation of registered agent.—
  908         (1)A registered agent may resign as agent for a limited
  909  liability company or foreign limited liability company by
  910  delivering for filing to the department a signed statement of
  911  resignation containing the name of the limited liability company
  912  or foreign limited liability company.
  913         (2)After delivering the statement of resignation with the
  914  department for filing, the registered agent shall mail a copy to
  915  the limited liability company’s or foreign limited liability
  916  company’s current mailing address.
  917         (3)A registered agent is terminated upon the earlier of:
  918         (a)The 31st day after the department files the statement
  919  of resignation; or
  920         (b)When a statement of change or other record designating
  921  a new registered agent is filed by the department.
  922         (4)When a statement of resignation takes effect, the
  923  registered agent ceases to have responsibility for a matter
  924  thereafter tendered to it as agent for the limited liability
  925  company or foreign limited liability company. The resignation
  926  does not affect contractual rights that the company or foreign
  927  limited liability company has against the agent or that the
  928  agent has against the company or foreign limited liability
  929  company.
  930         (5) A registered agent may resign from a limited liability
  931  company or foreign limited liability company regardless of
  932  whether the company or foreign limited liability company has
  933  active status.
  934         605.0116 Change of name or address by registered agent.—
  935         (1) If a registered agent changes his or her name or
  936  address, the agent may deliver to the department for filing a
  937  statement of change that provides the following:
  938         (a) The name of the limited liability company or foreign
  939  limited liability company represented by the registered agent.
  940         (b) The name of the agent as currently shown in the records
  941  of the department for the company or foreign limited liability
  942  company.
  943         (c) If the name of the agent has changed, its new name.
  944         (d) If the address of the agent has changed, the new
  945  address.
  946         (e) That the registered agent has given the notice required
  947  under subsection (2).
  948         (2) A registered agent shall promptly furnish notice of the
  949  statement of change and the changes made by the statement filed
  950  with the department to the represented limited liability company
  951  or foreign limited liability company.
  952         605.0117 Service of process, notice, or demand.—
  953         (1) A limited liability company or registered foreign
  954  limited liability company may be served with process, notice, or
  955  a demand required or authorized by law by serving on its
  956  registered agent.
  957         (2) If a limited liability company or registered foreign
  958  limited liability company ceases to have a registered agent or
  959  if its registered agent cannot with reasonable diligence be
  960  served, the process, notice, or demand required or permitted by
  961  law may instead be served:
  962         (a) On a member of a member-managed limited liability
  963  company or registered foreign limited liability company; or
  964         (b) On a manager of a manager-managed limited liability
  965  company or registered foreign limited liability company.
  966         (3) If the process, notice, or demand cannot be served on a
  967  limited liability company or registered foreign limited
  968  liability company pursuant to subsection (1) or subsection (2),
  969  the process, notice, or demand may be served on the department
  970  as an agent of the company.
  971         (4) Service with process, notice, or a demand on the
  972  department may be made by delivering to and leaving with the
  973  department duplicate copies of the process, notice, or demand.
  974         (5) Service is effectuated under subsection (3) on the date
  975  shown as received by the department.
  976         (6) The department shall keep a record of each process,
  977  notice, and demand served pursuant to this section and record
  978  the time of and the action taken regarding the service.
  979         (7) This section does not affect the right to serve
  980  process, notice, or a demand in any other manner provided by
  981  law.
  982         605.0118 Delivery of record.—
  983         (1) Except as otherwise provided in this chapter,
  984  permissible means of delivery of a record include delivery by
  985  hand, the United States Postal Service, a commercial delivery
  986  service, and electronic transmission.
  987         (2) Except as provided in subsection (3), delivery to the
  988  department is effective only when a record is received by the
  989  department.
  990         (3) If a check is mailed to the department for payment of
  991  an annual report fee or the annual fee required under s.
  992  607.193, the check shall be deemed to have been received by the
  993  department as of the postmark date appearing on the envelope or
  994  package transmitting the check if the envelope or package is
  995  received by the department.
  996         605.0119 Waiver of notice.—If, pursuant to this chapter or
  997  the articles of organization or operating agreement of a limited
  998  liability company, notice is required to be given to a member of
  999  a limited liability company or to a manager of a limited
 1000  liability company having a manager or managers, a waiver in
 1001  writing signed by the person or persons entitled to the notice,
 1002  whether made before or after the time for notice to be given, is
 1003  equivalent to the giving of notice.
 1004         605.0201 Formation of limited liability company; articles
 1005  of organization.—
 1006         (1) One or more persons may act as authorized
 1007  representatives to form a limited liability company by signing
 1008  and delivering articles of organization to the department for
 1009  filing.
 1010         (2) The articles of organization must state the following:
 1011         (a) The name of the limited liability company, which must
 1012  comply with s. 605.0112.
 1013         (b) The street and mailing addresses of the company’s
 1014  principal office.
 1015         (c) The name, street address in this state, and written
 1016  acceptance of the company’s initial registered agent.
 1017         (3) The articles of organization may contain statements on
 1018  matters other than those required under subsection (2), but may
 1019  not vary from or otherwise affect the provisions specified in s.
 1020  605.0105(3) in a manner inconsistent with that subsection.
 1021  Additional statements may include one or more of the following:
 1022         (a) A declaration as to whether the limited liability
 1023  company is manager-managed for purposes of s. 605.0407 and other
 1024  relevant provisions of this chapter.
 1025         (b) For a manager-managed limited liability company, the
 1026  names and addresses of one or more of the managers of the
 1027  company.
 1028         (c) For a member-managed limited liability company, the
 1029  names and addresses of one or more of the members of the
 1030  company.
 1031         (d) A description of the authority or limitation on the
 1032  authority of a specific person in the company or a person
 1033  holding a position or having a specified status in the company.
 1034         (e) Any other relevant matters.
 1035         (4) A limited liability company is formed when the
 1036  company’s articles of organization become effective under s.
 1037  605.0207 and when at least one person becomes a member at the
 1038  time the articles of organization become effective. By signing
 1039  the articles of organization, the person who signs the articles
 1040  of organization affirms that the company has or will have at
 1041  least one member as of the time the articles of organization
 1042  become effective.
 1043         605.0202 Amendment or restatement of articles of
 1044  organization.—
 1045         (1) The articles of organization may be amended or restated
 1046  at any time.
 1047         (2) To amend the articles of organization, a limited
 1048  liability company must deliver to the department for filing an
 1049  amendment, designated as such in its heading, which contains the
 1050  following:
 1051         (a) The present name of the company.
 1052         (b) The date of filing of the company’s articles of
 1053  organization.
 1054         (c) The amendment to the articles of organization.
 1055         (d) The delayed effective date, as provided under s.
 1056  605.0207, if the amendment is not effective on the date the
 1057  department files the amendment.
 1058         (3) To restate its articles of organization, a limited
 1059  liability company must deliver to the department for filing an
 1060  instrument, entitled “Restatement of Articles of Organization,”
 1061  which contains the following:
 1062         (a) The present name of the company.
 1063         (b) The date of the filing of its articles of organization.
 1064         (c) All of the provisions of its articles of organization
 1065  in effect, as restated.
 1066         (d) The delayed effective date, as provided under s.
 1067  605.0207, if the restatement is not effective on the date the
 1068  department files the restatement.
 1069         (4) A restatement of the articles of organization of a
 1070  limited liability company may also contain one or more
 1071  amendments to the articles of organization, in which case the
 1072  instrument must be entitled “Amended and Restated Articles of
 1073  Organization.”
 1074         (5) If a member of a member-managed limited liability
 1075  company or a manager of a manager-managed limited liability
 1076  company knew that information contained in filed articles of
 1077  organization was inaccurate when the articles of organization
 1078  were filed or became inaccurate due to changed circumstances,
 1079  the member or manager shall promptly:
 1080         (a) Cause the articles of organization to be amended; or
 1081         (b) If appropriate, deliver to the department for filing a
 1082  statement of change under s. 605.0114 or a statement of
 1083  correction under s. 605.0209.
 1084         605.0203 Signing of records to be delivered for filing to
 1085  department.—
 1086         (1) A record delivered to the department for filing
 1087  pursuant to this chapter must be signed as follows:
 1088         (a) Except as otherwise provided in paragraphs (b) and (c),
 1089  a record signed on behalf of a limited liability company must be
 1090  signed by a person authorized by the company.
 1091         (b) A company’s initial articles of organization must be
 1092  signed by at least one person acting as an authorized
 1093  representative. The articles of organization must also include
 1094  or have attached a statement signed by the company’s initial
 1095  registered agent in the form described in s. 605.0113(2).
 1096         (c) A record delivered on behalf of a dissolved company
 1097  that has no member must be signed by the person winding up the
 1098  company’s activities and affairs under s. 605.0709(3) or a
 1099  person appointed under s. 605.0709(4) or (5) to wind up the
 1100  activities and affairs.
 1101         (d) A statement of denial by a person under s. 605.0303
 1102  must be signed by that person.
 1103         (e) A record changing the registered agent must also
 1104  include or be accompanied by a statement signed by the successor
 1105  registered agent in the form described in s. 605.0113(2).
 1106         (f) Any other record delivered on behalf of a person to the
 1107  department must be signed by that person.
 1108         (2) A record may also be signed by an agent, legal
 1109  representative, or attorney-in-fact, as applicable, if such
 1110  person is duly appointed and authorized to sign the record and
 1111  the record states that such person possesses that authority.
 1112         (3) A person who signs a record as an agent, legal
 1113  representative, or attorney-in-fact affirms as a fact that the
 1114  person is authorized to sign the record.
 1115         605.0204 Signing and filing pursuant to judicial order.—
 1116         (1) If a person who is required under this chapter to sign
 1117  a record or deliver a record to the department for filing under
 1118  this chapter does not do so, another person who is aggrieved may
 1119  petition the circuit court to order:
 1120         (a) The person to sign the record;
 1121         (b) The person to deliver the record to the department for
 1122  filing; or
 1123         (c) The department to file the record unsigned.
 1124         (2) If a petitioner under subsection (1) is not the limited
 1125  liability company or foreign limited liability company to which
 1126  the record pertains, the petitioner shall make the limited
 1127  liability company or foreign limited liability company a party
 1128  to the action. The petitioner may seek the remedies provided in
 1129  subsection (1) in the same action, in combination or in the
 1130  alternative.
 1131         (3) A record filed pursuant to paragraph (1)(c) is
 1132  effective without being signed.
 1133         605.0205 Liability for inaccurate information in filed
 1134  record.—
 1135         (1) If a record delivered to the department for filing
 1136  under this chapter and filed by the department contains
 1137  inaccurate information, a person who suffers a loss by reliance
 1138  on such information may recover damages for the loss from:
 1139         (a) A person who signed the record, or caused another to
 1140  sign it on the person’s behalf, and knew the information was
 1141  inaccurate at the time the record was signed; and
 1142         (b) Subject to subsection (2), a member of a member-managed
 1143  limited liability company or a manager of a manager-managed
 1144  limited liability company if:
 1145         1. The record was delivered for filing on behalf of the
 1146  company; and
 1147         2. The member or manager had notice of the inaccuracy for a
 1148  reasonably sufficient time before the information was relied
 1149  upon so that, before the reliance, the member or manager
 1150  reasonably could have:
 1151         a. Effected an amendment pursuant to s. 605.0202;
 1152         b. Filed a petition pursuant to s. 605.0204; or
 1153         c. Delivered to the department for filing a statement of
 1154  change pursuant to s. 605.0114 or a statement of correction
 1155  under s. 605.0209.
 1156         (2) To the extent that the operating agreement of a member
 1157  managed limited liability company expressly relieves a member of
 1158  responsibility for maintaining the accuracy of information
 1159  contained in records delivered on behalf of the company to the
 1160  department for filing and imposes that responsibility on one or
 1161  more other members, the liability stated in paragraph (1)(b)
 1162  applies to those other members and not to the member that the
 1163  operating agreement relieves of the responsibility.
 1164         (3) An individual who signs a record authorized or required
 1165  to be filed under this chapter affirms under penalty of perjury
 1166  that the information stated in the record is accurate.
 1167         605.0206 Filing requirements.—
 1168         (1) A record authorized or required to be delivered to the
 1169  department for filing under this chapter must be captioned to
 1170  describe the record’s purpose, be in a medium authorized by the
 1171  department, and be delivered to the department. If all filing
 1172  fees are paid, the department shall file the record unless the
 1173  department determines that the record does not comply with the
 1174  filing requirements.
 1175         (2) Upon request and payment of the applicable fee, the
 1176  department shall send to the requester a certified copy of the
 1177  requested record.
 1178         (3) If the department has prescribed a mandatory medium or
 1179  form for the record being filed, the record must be in the
 1180  prescribed medium or on the prescribed form.
 1181         (4) Except as otherwise provided by the department, a
 1182  document to be filed with the department must be typewritten or
 1183  printed, legible, and written in the English language. A limited
 1184  liability company name does not need to be in English if written
 1185  in English letters or Arabic or Roman numerals, and the
 1186  certificate of existence required of a foreign limited liability
 1187  company does not need to be in English if accompanied by a
 1188  reasonably authenticated English translation. The department may
 1189  prescribe forms in electronic format which comply with this
 1190  chapter. The department may also use electronic transmissions
 1191  for the purposes of notice and communication in the performance
 1192  of its duties and may require filers and registrants to furnish
 1193  e-mail addresses when presenting a document for filing.
 1194         605.0207 Effective date and time.—Except as otherwise
 1195  provided in s. 605.0208, and subject to s. 605.0209(3), any
 1196  document delivered to the department for filing under this
 1197  chapter may specify an effective time and a delayed effective
 1198  date. In the case of initial articles of organization, a prior
 1199  effective date may be specified in the articles of organization
 1200  if such date is within 5 business days before the date of
 1201  filing. Subject to ss. 605.0114, 605.0115, 605.0208, and
 1202  605.0209, a record filed by the department is effective:
 1203         (1) If the record does not specify an effective time and
 1204  does not specify a prior or a delayed effective date, on the
 1205  date and at the time the record is filed as evidenced by the
 1206  department’s endorsement of the date and time on the record.
 1207         (2) If the record specifies an effective time, but not a
 1208  prior or delayed effective date, on the date the record is filed
 1209  at the time specified in the record.
 1210         (3) If the record specifies a delayed effective date, but
 1211  not an effective time, at 12:01 a.m. on the earlier of:
 1212         (a) The specified date; or
 1213         (b) The 90th day after the record is filed.
 1214         (4) If the record is the initial articles of organization
 1215  and specifies a date before the effective date, but no effective
 1216  time, at 12:01 a.m. on the later of:
 1217         (a) The specified date; or
 1218         (b) The 5th business day before the record is filed.
 1219         (5) If the record is the initial articles of organization
 1220  and specifies an effective time and a delayed effective date, at
 1221  the specified time on the earlier of:
 1222         (a) The specified date; or
 1223         (b) The 90th day after the record is filed.
 1224         (6) If the record specifies an effective time and a prior
 1225  effective date, at the specified time on the later of:
 1226         (a) The specified date; or
 1227         (b) The 5th business day before the record is filed.
 1228         605.0208 Withdrawal of filed record before effectiveness.—
 1229         (1) Except as otherwise provided in ss. 605.1001-605.1072,
 1230  a record delivered to the department for filing may be withdrawn
 1231  before it takes effect by delivering to the department for
 1232  filing a withdrawal statement.
 1233         (2) A withdrawal statement must:
 1234         (a) Be signed by each person who signed the record being
 1235  withdrawn, except as otherwise agreed by those persons;
 1236         (b) Identify the record to be withdrawn; and
 1237         (c) If not signed by all the persons who signed the record
 1238  being withdrawn, state that the record is withdrawn in
 1239  accordance with the agreement of all the persons who signed the
 1240  record.
 1241         (3) On the filing by the department of a withdrawal
 1242  statement, the action or transaction evidenced by the original
 1243  record does not take effect.
 1244         605.0209 Correcting filed record.—
 1245         (1) A person on whose behalf a filed record was delivered
 1246  to the department for filing may correct the record if:
 1247         (a) The record at the time of filing was inaccurate;
 1248         (b) The record was defectively signed; or
 1249         (c) The electronic transmission of the record to the
 1250  department was defective.
 1251         (2) To correct a filed record, a person on whose behalf the
 1252  record was delivered to the department must deliver to the
 1253  department for filing a statement of correction.
 1254         (3) A statement of correction:
 1255         (a) May not state a delayed effective date;
 1256         (b) Must be signed by the person correcting the filed
 1257  record;
 1258         (c) Must identify the filed record to be corrected;
 1259         (d) Must specify the inaccuracy or defect to be corrected;
 1260  and
 1261         (e) Must correct the inaccuracy or defect.
 1262         (4) A statement of correction is effective as of the
 1263  effective date of the filed record that it corrects, except for
 1264  purposes of s. 605.0103(4) and as to persons relying on the
 1265  uncorrected filed record and adversely affected by the
 1266  correction. For those purposes and as to those persons, the
 1267  statement of correction is effective when filed.
 1268         605.0210 Duty of department to file; review of refusal to
 1269  file; transmission of information by department.—
 1270         (1) The department files a document by stamping or
 1271  otherwise endorsing the document as “filed,” together with the
 1272  department’s official title and the date and time of receipt.
 1273         (2) After filing a record, the department shall deliver an
 1274  acknowledgment of the filing or certified copy of the document
 1275  to the company or foreign limited liability company or its
 1276  authorized representative.
 1277         (3) If the department refuses to file a record, the
 1278  department shall, within 15 days after the record is delivered:
 1279         (a) Return the record or notify the person who submitted
 1280  the record of the refusal; and
 1281         (b) Provide a brief explanation in a record of the reason
 1282  for the refusal.
 1283         (4) If the applicant returns the document with corrections
 1284  in accordance with the rules of the department within 60 days
 1285  after it was mailed to the applicant by the department and, if
 1286  at the time of return, the applicant so requests in writing, the
 1287  filing date of the document shall be the filing date that would
 1288  have been applied had the original document not been deficient,
 1289  except as to persons who relied on the record before correction
 1290  and were adversely affected thereby.
 1291         (5) The department’s duty to file documents under this
 1292  section is ministerial. Filing or refusing to file a document
 1293  does not:
 1294         (a) Affect the validity or invalidity of the document in
 1295  whole or part;
 1296         (b) Relate to the correctness or incorrectness of
 1297  information contained in the document; or
 1298         (c) Create a presumption that the document is valid or
 1299  invalid or that information contained in the document is correct
 1300  or incorrect.
 1301         (6) If not otherwise provided by law and this chapter, the
 1302  department shall determine by rule the appropriate format for
 1303  any document placed under its jurisdiction, and the number of
 1304  copies, manner of execution, method of electronic transmission,
 1305  and amount and method of payment of fees for such document.
 1306         (7) If the department refuses to file a record, the person
 1307  who submitted the record may petition the circuit court to
 1308  compel filing of the record. The record and the explanation of
 1309  the department of the refusal to file must be attached to the
 1310  petition. The court may decide the matter in a summary
 1311  proceeding.
 1312         (8) Except as otherwise provided under s. 605.0117 or by
 1313  any law other than this chapter, the department may deliver a
 1314  record to a person by delivering it:
 1315         (a) In person to the person who submitted it;
 1316         (b) To the address of the person’s registered agent;
 1317         (c) To the principal office of the person; or
 1318         (d) To another address that the person provides to the
 1319  department for delivery.
 1320         605.0211 Certificate of status.—
 1321         (1) The department, upon request and payment of the
 1322  requisite fee, shall issue a certificate of status for a limited
 1323  liability company if the records filed in the department show
 1324  that the department has accepted and filed the company’s
 1325  articles of organization. A certificate of status must state the
 1326  following:
 1327         (a) The company’s name.
 1328         (b) That the company was organized under the laws of this
 1329  state and the date of organization.
 1330         (c) Whether all fees due to the department under this
 1331  chapter have been paid.
 1332         (d) If the company’s most recent annual report required
 1333  under s. 605.0212 has not been filed by the department.
 1334         (e) If the department has administratively dissolved the
 1335  company or received a record notifying the department that the
 1336  company has been dissolved by judicial action pursuant to s.
 1337  605.0705.
 1338         (f) If the department has filed articles of dissolution for
 1339  the company.
 1340         (g) If the department has accepted and filed a statement of
 1341  termination.
 1342         (2) The department, upon request and payment of the
 1343  requisite fee, shall furnish a certificate of status for a
 1344  foreign limited liability company if the records filed show that
 1345  the department has filed a certificate of authority. A
 1346  certificate of status for a foreign limited liability company
 1347  must state the following:
 1348         (a) The foreign limited liability company’s name and a
 1349  current alternate name adopted under s. 605.0906(1) for use in
 1350  this state.
 1351         (b) That the foreign limited liability company is
 1352  authorized to transact business in this state.
 1353         (c) Whether all fees and penalties due to the department
 1354  under this chapter or other law have been paid.
 1355         (d) If the foreign limited liability company’s most recent
 1356  annual report required under s. 605.0212 has not been filed by
 1357  the department.
 1358         (e) If the department has:
 1359         1. Revoked the foreign limited liability company’s
 1360  certificate of authority; or
 1361         2. Filed a notice of withdrawal of certificate of
 1362  authority.
 1363         (3) Subject to any qualification stated in the certificate
 1364  of status, a certificate of status issued by the department is
 1365  conclusive evidence that the limited liability company is in
 1366  existence or the foreign limited liability company is authorized
 1367  to transact business in this state.
 1368         605.0212 Annual report for department.—
 1369         (1) A limited liability company or a registered foreign
 1370  limited liability company shall deliver to the department for
 1371  filing an annual report that states the following:
 1372         (a) The name of the limited liability company or, if a
 1373  foreign limited liability company, the name under which the
 1374  foreign limited liability company is registered to transact
 1375  business in this state.
 1376         (b) The street address of its principal office and its
 1377  mailing address.
 1378         (c) The date of its organization and, if a foreign limited
 1379  liability company, the jurisdiction of its formation and the
 1380  date on which it became qualified to transact business in this
 1381  state.
 1382         (d) The company’s federal employer identification number
 1383  or, if none, whether one has been applied for.
 1384         (e) The name, title or capacity, and address of at least
 1385  one person who has the authority to manage the company.
 1386         (f) Any additional information that is necessary or
 1387  appropriate to enable the department to carry out this chapter.
 1388         (2) Information in the annual report must be current as of
 1389  the date the report is delivered to the department for filing.
 1390         (3) The first annual report must be delivered to the
 1391  department between January 1 and May 1 of the year following the
 1392  calendar year in which the limited liability company’s articles
 1393  of organization became effective or the foreign limited
 1394  liability company obtained a certificate of authority to
 1395  transact business in this state. Subsequent annual reports must
 1396  be delivered to the department between January 1 and May 1 of
 1397  each calendar year thereafter. If one or more forms of annual
 1398  report are submitted for a calendar year, the department shall
 1399  file each of them and make the information contained in them
 1400  part of the official record. The first form of annual report
 1401  filed in a calendar year shall be considered the annual report
 1402  for that calendar year, and each report filed after that one in
 1403  the same calendar year shall be treated as an amended report for
 1404  that calendar year.
 1405         (4) If an annual report does not contain the information
 1406  required in this section, the department shall promptly notify
 1407  the reporting limited liability company or registered foreign
 1408  limited liability company. If the report is corrected to contain
 1409  the information required in subsection (1) and delivered to the
 1410  department within 30 days after the effective date of the
 1411  notice, it is timely delivered.
 1412         (5) If an annual report contains the name or address of a
 1413  registered agent which differs from the information shown in the
 1414  records of the department immediately before the annual report
 1415  becomes effective, the differing information in the annual
 1416  report is considered a statement of change under s. 605.0114.
 1417         (6) A limited liability company or foreign limited
 1418  liability company that fails to file an annual report that
 1419  complies with the requirements of this section may not maintain
 1420  or defend any action in a court of this state until the report
 1421  is filed and all fees and penalties due under this chapter are
 1422  paid, and shall be subject to dissolution or cancellation of its
 1423  certificate of authority to transact business as provided in
 1424  this chapter.
 1425         (7) The department shall prescribe the forms, which may be
 1426  in an electronic format, on which to make the annual report
 1427  called for in this section and may substitute the uniform
 1428  business report pursuant to s. 606.06 as a means of satisfying
 1429  the requirement of this chapter.
 1430         (8) As a condition of a merger under s. 605.1021, each
 1431  party to a merger which exists under the laws of this state, and
 1432  each party to the merger which exists under the laws of another
 1433  jurisdiction and has a certificate of authority to transact
 1434  business or conduct its affairs in this state, must be active
 1435  and current in filing its annual reports in the records of the
 1436  department through December 31 of the calendar year in which the
 1437  articles of merger are submitted to the department for filing.
 1438         (9) As a condition of a conversion of an entity to a
 1439  limited liability company under s. 605.1041, the entity, if it
 1440  exists under the laws of this state, or if it exists under the
 1441  laws of another jurisdiction and has a certificate of authority
 1442  to transact business or conduct its affairs in this state, must
 1443  be active and current in filing its annual reports in the
 1444  records of the department through December 31 of the calendar
 1445  year in which the articles of conversion are submitted to the
 1446  department for filing.
 1447         (10) As a condition of a conversion of a limited liability
 1448  company to another type of entity under s. 605.1041, the limited
 1449  liability company converting to the other type of entity must be
 1450  active and current in filing its annual reports in the records
 1451  of the department through December 31 of the calendar year in
 1452  which the articles of conversion are submitted to the department
 1453  for filing.
 1454         (11) As a condition of an interest exchange between a
 1455  limited liability company and another entity under s. 605.1031,
 1456  the limited liability company and each other entity that is a
 1457  party to the interest exchange which exists under the laws of
 1458  this state, and each party to the interest exchange which exists
 1459  under the laws of another jurisdiction and has a certificate of
 1460  authority to transact business or conduct its affairs in this
 1461  state, must be active and current in filing its annual reports
 1462  in the records of the department through December 31 of the
 1463  calendar year in which the articles of interest exchange are
 1464  submitted to the department for filing.
 1465         605.0213 Fees of the department.—The fees of the department
 1466  under this chapter are as follows:
 1467         (1)For furnishing a certified copy, $30.
 1468         (2)For filing original articles of organization or
 1469  articles of revocation of dissolution, $100.
 1470         (3)For filing a foreign limited liability company’s
 1471  application for a certificate of authority to transact business,
 1472  $100.
 1473         (4)For filing a certificate of merger of limited liability
 1474  companies or other business entities, $25 per constituent party
 1475  to the merger, unless a specific fee is required for a party
 1476  under other applicable law.
 1477         (5)For filing an annual report, $50.
 1478         (6)For filing an application for reinstatement after an
 1479  administrative or judicial dissolution or a revocation of
 1480  authority to transact business, $100.
 1481         (7)For filing a certificate designating a registered agent
 1482  or changing a registered agent, $25.
 1483         (8)For filing a registered agent’s statement of
 1484  resignation from an active limited liability company, $85.
 1485         (9)For filing a registered agent’s statement of
 1486  resignation from a dissolved limited liability company, $25.
 1487         (10)For filing a certificate of conversion of a limited
 1488  liability company, $25.
 1489         (11)For filing any other limited liability company
 1490  document, $25.
 1491         (12)For furnishing a certificate of status, $5.
 1492         605.0214 Powers of department.—The department has the
 1493  authority reasonably necessary to administer this chapter
 1494  efficiently, to perform the duties imposed upon it, and to adopt
 1495  reasonable rules necessary to carry out its duties and functions
 1496  under this chapter.
 1497         605.0215 Certificates to be received in evidence and
 1498  evidentiary effect of copy of filed document.—All certificates
 1499  issued by the department in accordance with this chapter shall
 1500  be taken and received in all courts, public offices, and
 1501  official bodies as prima facie evidence of the facts stated. A
 1502  certificate from the department delivered with a copy of a
 1503  document filed by the department is conclusive evidence that the
 1504  original document is on file with the department.
 1505         605.0216 Statement of dissociation or resignation.—
 1506         (1) A member of a limited liability company may file a
 1507  statement of dissociation with the department containing the
 1508  following:
 1509         (a) The name of the limited liability company.
 1510         (b) The name and signature of the dissociating member.
 1511         (c) The date the member withdrew or will withdraw.
 1512         (d) A statement that the company has been notified of the
 1513  dissociation in writing.
 1514         (2) A manager in a manager-managed limited liability
 1515  company may file a statement of resignation with the department
 1516  containing the following:
 1517         (a) The name of the limited liability company.
 1518         (b)The name and signature of the resigning manager.
 1519         (c) The date the resigning manager resigned or will resign.
 1520         (d) A statement that the limited liability company has been
 1521  notified of the resignation in writing.
 1522         605.0301 Power to bind limited liability company.—A person
 1523  does not have the power to bind a limited liability company,
 1524  except to the extent the person:
 1525         (1) Is an agent of the company by virtue of s. 605.04074;
 1526         (2) Has the authority to do so under the articles of
 1527  organization or operating agreement of the company;
 1528         (3) Has the authority to do so by a statement of authority
 1529  filed under s. 605.0302; or
 1530         (4) Has the status of an agent of the company or the
 1531  authority or power to bind the company under a law other than
 1532  this chapter.
 1533         605.0302 Statement of authority.—
 1534         (1) A limited liability company may file a statement of
 1535  authority. The statement:
 1536         (a) Must include the name of the company as it appears on
 1537  the records of the department, and the street and mailing
 1538  addresses of its principal office;
 1539         (b) With respect to a specified status or position of a
 1540  person in a company, whether as a member, transferee, manager,
 1541  officer, or otherwise, may state the authority or limitations on
 1542  the authority of all persons having such status or holding such
 1543  position to:
 1544         1. Execute an instrument transferring real property held in
 1545  the name of the company; or
 1546         2. Enter into other transactions on behalf of, or otherwise
 1547  act for or bind, the company; and
 1548         (c) May state the authority or limitations on the authority
 1549  of a specific person to:
 1550         1. Execute an instrument transferring real property held in
 1551  the name of the company; or
 1552         2. Enter into other transactions on behalf of, or otherwise
 1553  act for or bind, the company.
 1554         (2) To amend or cancel a statement of authority filed by
 1555  the department, a limited liability company must deliver to the
 1556  department for filing an amendment or cancellation stating the
 1557  following:
 1558         (a) The name of the company as it appears on the records of
 1559  the department.
 1560         (b) The street and mailing addresses of the limited
 1561  liability company’s principal office.
 1562         (c) The date the statement being affected became effective.
 1563         (d) The contents of the amendment or a declaration that the
 1564  affected statement is canceled.
 1565         (3) A statement of authority affects only the power of a
 1566  person to bind a limited liability company to persons who are
 1567  not members.
 1568         (4) Subject to subsection (3) and s. 605.0103(4) and except
 1569  as otherwise provided in subsections (6)-(8), a limitation on
 1570  the authority of a person or a status or position contained in
 1571  an effective statement of authority is not by itself evidence of
 1572  knowledge or notice of the limitation.
 1573         (5) Subject to subsection (3) and ss. 605.0407-605.04074, a
 1574  grant of authority not pertaining to transfers of real property
 1575  and contained in an effective statement of authority is
 1576  conclusive in favor of a person who gives value in reliance on
 1577  the grant, except to the extent that when the person gives
 1578  value:
 1579         (a) The person has knowledge to the contrary;
 1580         (b) The statement has been canceled or restrictively
 1581  amended under subsection (2); or
 1582         (c) A limitation on the grant is contained in another
 1583  statement of authority that became effective after the statement
 1584  containing the grant became effective.
 1585         (6) Subject to subsection (3), an effective statement of
 1586  authority that grants authority to transfer real property held
 1587  in the name of the limited liability company, a certified copy
 1588  of which statement is recorded in the office for recording
 1589  transfers of the real property, is conclusive in favor of a
 1590  person who gives value in reliance on the grant without
 1591  knowledge to the contrary, except to the extent that when the
 1592  person gives value:
 1593         (a) The statement has been canceled or restrictively
 1594  amended under subsection (2) and a certified copy of the
 1595  cancellation or restrictive amendment has been recorded in the
 1596  office for recording transfers of the real property; or
 1597         (b) A limitation on the grant is contained in another
 1598  statement of authority that became effective after the statement
 1599  containing the grant became effective and a certified copy of
 1600  the later effective statement is recorded in the office for
 1601  recording transfers of the real property.
 1602         (7) Subject to subsection (3), if a certified copy of an
 1603  effective statement of authority containing a limitation on the
 1604  authority to transfer real property held in the name of a
 1605  limited liability company is recorded in the office for
 1606  recording transfers of that real property, all persons are
 1607  deemed to know of the limitation.
 1608         (8) Subject to subsection (9), effective articles of
 1609  dissolution or termination effectuate a cancellation of a filed
 1610  statement of authority for the purposes of subsection (6) and
 1611  limit authority for the purposes of subsection (7).
 1612         (9) After a company’s articles of dissolution become
 1613  effective, a limited liability company may deliver to the
 1614  department for filing and, if appropriate, may record a
 1615  statement of authority in accordance with subsection (1) which
 1616  is designated as a post-dissolution statement of authority. The
 1617  statement operates as provided in subsections (6) and (7).
 1618         (10) Unless earlier canceled, an effective statement of
 1619  authority is canceled by operation of law 5 years after the date
 1620  on which the statement, or its most recent amendment, becomes
 1621  effective. This cancellation operates without need for a
 1622  recording under subsection (6) or subsection (7). An effective
 1623  statement of denial operates as a restrictive amendment under
 1624  this section and may be recorded by certified copy for the
 1625  purposes of paragraph (6)(a).
 1626         (11) A statement of dissociation or a statement of
 1627  resignation filed pursuant to s. 605.0216 terminates the
 1628  authority of the person who filed the statement.
 1629         605.0303 Statement of denial.—A person who is named in a
 1630  filed statement of authority granting that person authority may
 1631  deliver to the department for filing a statement of denial
 1632  signed by that person which:
 1633         (1) Provides the name of the limited liability company and
 1634  the caption of the statement of authority to which the statement
 1635  of denial pertains; and
 1636         (2) Denies the grant of authority.
 1637         605.0304 Liability of members and managers.—
 1638         (1) A debt, obligation, or other liability of a limited
 1639  liability company is solely the debt, obligation, or other
 1640  liability of the company. A member or manager is not personally
 1641  liable, directly or indirectly, by way of contribution or
 1642  otherwise, for a debt, obligation, or other liability of the
 1643  company solely by reason of being or acting as a member or
 1644  manager. This subsection applies regardless of the dissolution
 1645  of the company.
 1646         (2) The failure of a limited liability company to observe
 1647  formalities relating to the exercise of its powers or management
 1648  of its activities and affairs is not a ground for imposing
 1649  liability on a member or manager of the company for a debt,
 1650  obligation, or other liability of the company.
 1651         (3) The limitation of liability in this section is in
 1652  addition to the limitations of liability provided for in s.
 1653  605.04093.
 1654         605.0401 Becoming a member.—
 1655         (1) If a limited liability company is to have only one
 1656  member upon formation, the person becomes a member as agreed by
 1657  that person and the authorized representative of the company.
 1658  That person and the authorized representative may be, but need
 1659  not be, different persons. If different persons, the authorized
 1660  representative acts on behalf of the initial member.
 1661         (2) If a limited liability company is to have more than one
 1662  member upon formation, those persons become members as agreed by
 1663  the persons before the formation of the company. The authorized
 1664  representative acts on behalf of the persons in forming the
 1665  company and may be, but need not be, one of the persons.
 1666         (3) After formation of a limited liability company, a
 1667  person becomes a member:
 1668         (a) As provided in the operating agreement;
 1669         (b) As the result of a merger, interest exchange
 1670  conversion, or domestication under ss. 605.1001-605.1072, as
 1671  applicable;
 1672         (c) With the consent of all the members; or
 1673         (d) As provided in s. 605.0701(3).
 1674         (4) A person may become a member without acquiring a
 1675  transferable interest and without making or being obligated to
 1676  make a contribution to the limited liability company.
 1677         605.0402 Form of contribution.—A contribution may consist
 1678  of tangible or intangible property or other benefit to a limited
 1679  liability company, including money, services performed,
 1680  promissory notes, other agreements to contribute money or
 1681  property, and contracts for services to be performed.
 1682         605.0403 Liability for contributions.—
 1683         (1) A promise by a person to contribute to the limited
 1684  liability company is not enforceable unless it is set out in a
 1685  writing signed by the person.
 1686         (2) A person’s obligation to make a contribution to a
 1687  limited liability company is not excused by the person’s death,
 1688  disability, or other inability to perform personally.
 1689         (3) If a person does not fulfill an obligation to make a
 1690  contribution other than money, the person is obligated at the
 1691  option of the limited liability company to contribute money
 1692  equal to the value of the part of the contribution that has not
 1693  been made. The foregoing option is in addition to and not in
 1694  lieu of other rights, including the right to specific
 1695  performance, that the limited liability company may have against
 1696  the person under the articles of organization or operating
 1697  agreement or applicable law.
 1698         (4) The obligation of a person to make a contribution may
 1699  be compromised only by consent of all members. If a creditor of
 1700  a limited liability company extends credit or otherwise acts in
 1701  reliance on an obligation described in subsection (1) without
 1702  notice of a compromise under this subsection, the creditor may
 1703  enforce the obligation.
 1704         (5) An operating agreement may provide that the limited
 1705  liability company interest of a member who fails to make a
 1706  contribution that the member is obligated to make is subject to
 1707  specified penalties for or specified consequences of the
 1708  failure. The penalty or consequence may take the form of
 1709  reducing or eliminating the defaulting member’s proportionate
 1710  interest in a limited liability company, subordinating the
 1711  defaulting member’s limited liability company interest to that
 1712  of nondefaulting members, a forced sale of that limited
 1713  liability company interest, forfeiture of the defaulting
 1714  member’s limited liability company interest, the lending by
 1715  other members of the amount necessary to meet the defaulting
 1716  member’s commitment, a fixing of the value of the defaulting
 1717  member’s limited liability company interest by appraisal or by
 1718  formula and redemption or sale of the defaulting member’s
 1719  limited liability company interest at such value, or other
 1720  penalty or consequence.
 1721         605.0404 Sharing of distributions before dissolution and
 1722  profits and losses.—
 1723         (1) Distributions made by a limited liability company
 1724  before its dissolution and winding up must be shared by the
 1725  members and persons dissociated as members on the basis of the
 1726  agreed value, as stated in the company’s records, of the
 1727  contributions made by each of members and persons dissociated as
 1728  members to the extent that the contributions have been received
 1729  by the company, except to the extent necessary to comply with a
 1730  transfer effective under s. 605.0502 or charging order in effect
 1731  under s. 605.0503.
 1732         (2) A person has a right to a distribution before the
 1733  dissolution and winding up of a limited liability company only
 1734  if the company decides to make an interim distribution. A
 1735  person’s dissociation does not entitle the person to a
 1736  distribution.
 1737         (3) A person does not have a right to demand or receive a
 1738  distribution from a limited liability company in a form other
 1739  than money. Except as otherwise provided in s. 605.0710(4), a
 1740  limited liability company may distribute an asset in kind only
 1741  if each part of the asset is fungible with each other part and
 1742  each person receives a percentage of the asset equal in value to
 1743  the person’s share of distributions.
 1744         (4) If a member or transferee becomes entitled to receive a
 1745  distribution, the member or transferee has the status of and is
 1746  entitled to all remedies available to a creditor of the limited
 1747  liability company with respect to the distribution.
 1748         (5) Profits and losses of a limited liability company must
 1749  be allocated among the members and persons dissociated as
 1750  members on the basis of the agreed value, as stated in the
 1751  company’s records, of the contributions made by each of the
 1752  members and persons dissociated as members to the extent that
 1753  the contributions have been received by the company.
 1754         605.0405 Limitations on distributions.—
 1755         (1) A limited liability company may not make a
 1756  distribution, including a distribution under s. 605.0710, if
 1757  after the distribution:
 1758         (a) The company would not be able to pay its debts as they
 1759  become due in the ordinary course of the company’s activities
 1760  and affairs; or
 1761         (b) The company’s total assets would be less than the sum
 1762  of its total liabilities, plus the amount that would be needed
 1763  if the company were to be dissolved and wound up at the time of
 1764  the distribution, to satisfy the preferential rights upon
 1765  dissolution and winding up of members and transferees whose
 1766  preferential rights are superior to those of persons receiving
 1767  the distribution.
 1768         (2) A limited liability company may base a determination
 1769  that a distribution is not prohibited under subsection (1) on:
 1770         (a) Financial statements prepared on the basis of
 1771  accounting practices and principles that are reasonable under
 1772  the circumstances; or
 1773         (b) A fair valuation or other method that is reasonable
 1774  under the circumstances.
 1775         (3) Except as otherwise provided in subsection (5), the
 1776  effect of a distribution under subsection (1) is measured:
 1777         (a) In the case of a distribution by purchase, redemption,
 1778  or other acquisition of a transferable interest in the company,
 1779  as of the earlier of the date on which:
 1780         1. Money or other property is transferred or the debt is
 1781  incurred by the company; and
 1782         2. The person entitled to distribution ceases to own the
 1783  interest or right being acquired by the company in return for
 1784  the distribution.
 1785         (b) In the case of a distribution of indebtedness, as of
 1786  the date on which the indebtedness is distributed.
 1787         (c) In all other cases, as of the date on which:
 1788         1. The distribution is authorized if the payment occurs
 1789  within 120 days after that date; or
 1790         2. The payment is made if the payment occurs more than 120
 1791  days after the distribution is authorized.
 1792         (4) A limited liability company’s indebtedness to a member
 1793  or transferee incurred by reason of a distribution made in
 1794  accordance with this section is at parity with the company’s
 1795  indebtedness to its general, unsecured creditors, except to the
 1796  extent subordinated by agreement.
 1797         (5) A limited liability company’s indebtedness, including
 1798  indebtedness issued as a distribution, is not a liability for
 1799  purposes of subsection (1) if the terms of the indebtedness
 1800  provide that payment of principal and interest is made only if
 1801  and to the extent that a distribution could then be made under
 1802  this section. If the indebtedness is issued as a distribution,
 1803  and by its terms provides that the payments of principal and
 1804  interest are made only to the extent a distribution could be
 1805  made under this section, then each payment of principal or
 1806  interest of that indebtedness is treated as a distribution, the
 1807  effect of which is measured on the date the payment is actually
 1808  made.
 1809         (6) In measuring the effect of a distribution under s.
 1810  605.0710, the liabilities of a dissolved limited liability
 1811  company do not include a claim that is disposed of under ss.
 1812  605.0710-605.0713.
 1813         605.0406 Liability for improper distributions.—
 1814         (1) Except as otherwise provided in subsection (2), if a
 1815  member of a member-managed limited liability company or manager
 1816  of a manager-managed limited liability company consents to a
 1817  distribution made in violation of s. 605.0405 and, in consenting
 1818  to the distribution, fails to comply with s. 605.04091, the
 1819  member or manager is personally liable to the company for the
 1820  amount of the distribution which exceeds the amount that could
 1821  have been distributed without the violation of s. 605.0405.
 1822         (2) To the extent the operating agreement of a member
 1823  managed limited liability company expressly relieves a member of
 1824  the authority and responsibility to consent to distributions and
 1825  imposes that authority and responsibility on one or more other
 1826  members, the liability in subsection (1) applies to the other
 1827  members and not the member that the operating agreement relieves
 1828  of authority and responsibility.
 1829         (3) A person who receives a distribution knowing that the
 1830  distribution violated s. 605.0405 is personally liable to the
 1831  limited liability company, but only to the extent that the
 1832  distribution received by the person exceeded the amount that
 1833  could have been properly paid under s. 605.0405.
 1834         (4) A person against whom an action is commenced because
 1835  that person is or may be liable under subsection (1) may:
 1836         (a) Implead another person who is or may be liable under
 1837  subsection (1) and seek to enforce a right of contribution from
 1838  the person; or
 1839         (b) Implead a person who received a distribution in
 1840  violation of subsection (3) and seek to enforce a right of
 1841  contribution from an impleaded person in the amount the person
 1842  received in violation of subsection (3).
 1843         (5) An action under this section is barred unless commenced
 1844  within 2 years after the distribution.
 1845         605.0407 Management of limited liability company.—
 1846         (1) A limited liability company is a member-managed limited
 1847  liability company unless the operating agreement or articles of
 1848  organization:
 1849         (a) Expressly provide that:
 1850         1. The company is or will be manager-managed;
 1851         2. The company is or will be managed by managers; or
 1852         3. Management of the company is or will be vested in
 1853  managers; or
 1854         (b)Include words of similar import to those in 1.-3.
 1855  except that, unless the context in which the expression is used
 1856  otherwise requires, the terms “managing member” and “managing
 1857  members” do not, in and of themselves, constitute words of
 1858  similar import for this purpose.
 1859         (2) In a member-managed limited liability company, the
 1860  management and conduct of the company are vested in the members,
 1861  except as expressly provided in this chapter.
 1862         (3) In a manager-managed limited liability company, a
 1863  matter relating to the activities and affairs of the company is
 1864  decided exclusively by the manager, or if there is more than one
 1865  manager, by the managers, except as expressly provided in this
 1866  chapter.
 1867         (4) A member is not entitled to remuneration for services
 1868  performed for a member-managed limited liability company, except
 1869  for reasonable compensation for services rendered in winding up
 1870  the activities and affairs of the company, in the absence of an
 1871  agreement to the contrary.
 1872         (5) A limited liability company shall reimburse a member
 1873  for an advance to the company beyond the amount of capital the
 1874  member agreed to contribute.
 1875         (6) The dissolution of a limited liability company does not
 1876  affect the applicability of ss. 605.0407605.04074. However, a
 1877  person who wrongfully causes dissolution of the company loses
 1878  the right to participate in management as a member and a
 1879  manager.
 1880         605.04071 Delegation of rights and powers to manage.—A
 1881  member or manager of a limited liability company has the power
 1882  and authority to delegate to one or more other persons the
 1883  member’s or manager’s, as the case may be, rights and powers to
 1884  manage and control the business and affairs of the limited
 1885  liability company, including the power and authority to delegate
 1886  to agents, boards of managers, members, or directors, officers
 1887  and assistant officers, and employees of a member or manager of
 1888  the limited liability company, and the power and authority to
 1889  delegate by a management agreement or similar agreement with, or
 1890  otherwise to other persons. The delegation by a member or
 1891  manager will not cause the member or manager to cease to be a
 1892  member or manager, as the case may be, of the limited liability
 1893  company.
 1894         605.04072 Selection and terms of managers in a manager
 1895  managed limited liability company.—In a manager-managed limited
 1896  liability company, the following rules apply:
 1897         (1) A manager may be chosen at any time by the consent of
 1898  the member or members holding more than 50 percent of the then
 1899  current percentage or other interest in the profits of the
 1900  limited liability company owned by all of its members.
 1901         (2) A person need not be a member to be a manager.
 1902         (3) A person chosen as a manager continues as a manager
 1903  until a successor is chosen, unless the manager at an earlier
 1904  time resigns, is removed, or dies or, in the case of a manager
 1905  that is not an individual, terminates.
 1906         (4) A manager may be removed at any time without notice or
 1907  cause by the consent of the member or members holding more than
 1908  50 percent of the then-current percentage or other interest in
 1909  the profits of the limited liability company owned by all of its
 1910  members.
 1911         (5) The dissociation of a member who is also a manager
 1912  removes the person as a manager.
 1913         (6) If a person who is both a manager and a member ceases
 1914  to be a manager, that cessation does not, by itself, dissociate
 1915  the person as a member.
 1916         (7) A person’s ceasing to be a manager does not discharge a
 1917  debt, obligation, or other liability to the limited liability
 1918  company or members which the person incurred while a manager.
 1919         605.04073 Voting rights of members and managers.—
 1920         (1) In a member-managed limited liability company, the
 1921  following rules apply:
 1922         (a) Each member has the right to vote with respect to the
 1923  management and conduct of the company’s activities and affairs.
 1924         (b) Each member’s vote is proportionate to that member’s
 1925  then-current percentage or other interest in the profits of the
 1926  limited liability company owned by all members.
 1927         (c) Except as otherwise provided in this chapter, the
 1928  affirmative vote or consent of a majority-in-interest of the
 1929  members is required to undertake an act, whether within or
 1930  outside the ordinary course of the company’s activities and
 1931  affairs, including a transaction under ss. 605.1001-605.1072.
 1932         (d) The operating agreement and articles of organization
 1933  may be amended only with the affirmative vote or consent of all
 1934  members.
 1935         (2) In a manager-managed limited liability company, the
 1936  following rules apply:
 1937         (a) Each manager has equal rights in the management and
 1938  conduct of the company’s activities and affairs.
 1939         (b) Except as expressly provided in this chapter, a matter
 1940  relating to the activities and affairs of the company shall be
 1941  decided by the manager; if there is more than one manager, by
 1942  the affirmative vote or consent of a majority of the managers;
 1943  or if the action is taken without a meeting, by the managers’
 1944  unanimous consent in a record.
 1945         (c) Each member’s vote is proportionate to that member’s
 1946  then-current percentage or other interest in the profits of the
 1947  limited liability company owned by all members.
 1948         (d) Except as otherwise provided in this chapter, the
 1949  affirmative vote or consent of a majority-in-interest of the
 1950  members is required to undertake an act outside the ordinary
 1951  course of the company’s activities and affairs, including a
 1952  transaction under ss. 605.1001-605.1072.
 1953         (e) The operating agreement and articles of organization
 1954  may be amended only with the affirmative vote or consent of all
 1955  members.
 1956         (3) If a member has transferred all or a portion of the
 1957  member’s transferable interest in the limited liability company
 1958  to a person who is not admitted as a member and if the
 1959  transferring member has not been dissociated in accordance with
 1960  s. 605.0602(5)(b), the transferring member continues to be
 1961  entitled to vote on an action reserved to the members, with the
 1962  vote of the transferring member being proportionate to the then
 1963  current percentage or other interest in the profits of the
 1964  limited liability company owned by all members that the
 1965  transferring member would have if the transfer had not occurred.
 1966         (4) An action requiring the vote or consent of members
 1967  under this chapter may be taken without a meeting, and a member
 1968  may appoint a proxy or other agent to vote or consent for the
 1969  member by signing an appointing record, personally or by the
 1970  member’s agent. On an action taken by fewer than all of the
 1971  members without a meeting, notice of the action must be given to
 1972  those members who did not consent in writing to the action or
 1973  who were not entitled to vote on the action within 10 days after
 1974  the action was taken.
 1975         (5) An action requiring the vote or consent of managers
 1976  under this chapter may be taken without a meeting if the action
 1977  is unanimously approved by the managers in a record. A manager
 1978  may appoint a proxy or other agent to vote or consent for the
 1979  manager by signing an appointing record, personally or by the
 1980  manager’s agent.
 1981         (6) Meetings of members and meetings of managers may be
 1982  held by a conference telephone call or other communications
 1983  equipment if all persons participating in the meeting can hear
 1984  each other. Participation in a meeting pursuant to this
 1985  subsection constitutes presence in person at the meeting.
 1986         605.04074 Agency rights of members and managers.—
 1987         (1) In a member-managed limited liability company, the
 1988  following rules apply:
 1989         (a) Except as provided in subsection (3), each member is an
 1990  agent of the limited liability company for the purpose of its
 1991  activities and affairs. An act of a member, including signing an
 1992  agreement or instrument of transfer in the name of the company
 1993  for apparently carrying on in the ordinary course of the
 1994  company’s activities and affairs or activities and affairs of
 1995  the kind carried on by the company, binds the company unless the
 1996  member had no authority to act for the company in the particular
 1997  matter and the person with whom the member was dealing knew or
 1998  had notice that the member lacked authority.
 1999         (b) An act of a member which is not done for apparently
 2000  carrying on in the ordinary course of the limited liability
 2001  company’s activities and affairs or activities and affairs of
 2002  the kind carried on by the company, binds the company only if
 2003  the act was authorized by appropriate vote of the members.
 2004         (2) In a manager-managed limited liability company, the
 2005  following rules apply:
 2006         (a) A member is not an agent of the limited liability
 2007  company for the purpose of its business solely by reason of
 2008  being a member.
 2009         (b)Except as provided in subsection (3), each manager is
 2010  an agent of the limited liability company for the purpose of its
 2011  activities and affairs, and an act of a manager, including
 2012  signing an agreement or instrument of transfer in the name of
 2013  the company, for apparently carrying on in the ordinary course
 2014  of the company’s activities and affairs or activities and
 2015  affairs of the kind carried on by the company, binds the company
 2016  unless the manager had no authority to act for the company in
 2017  the particular matter and the person with whom the manager was
 2018  dealing knew or had notice that the manager lacked authority.
 2019         (c) An act of a manager which is not apparently for
 2020  carrying on in the ordinary course of the limited liability
 2021  company’s activities and affairs or activities and affairs of
 2022  the kind carried on by the company, binds the company only if
 2023  the act was authorized by appropriate vote of the members.
 2024         (3) Unless a certified statement of authority recorded in
 2025  the applicable real estate records limits the authority of a
 2026  member or a manager, a member of a member-managed company or a
 2027  manager of a manager-managed company may sign and deliver an
 2028  instrument transferring or affecting the limited liability
 2029  company’s interest in real property. The instrument is
 2030  conclusive in favor of a person who gives value without
 2031  knowledge of the lack of the authority of the person signing and
 2032  delivering the instrument.
 2033         605.0408 Reimbursement, indemnification, advancement, and
 2034  insurance.—
 2035         (1) A limited liability company may reimburse a member of a
 2036  member-managed company or a manager of a manager-managed company
 2037  for any payment made by the member or manager in the course of
 2038  the member’s or manager’s activities on behalf of the company if
 2039  the member or manager complied with ss. 605.0407-605.04074, this
 2040  section, and s. 605.04091 in making the payment.
 2041         (2) A limited liability company may indemnify and hold
 2042  harmless a person with respect to a claim or demand against the
 2043  person and a debt, obligation, or other liability incurred by
 2044  the person by reason of the person’s former or present capacity
 2045  as a member or manager if the claim, demand, debt, obligation,
 2046  or other liability does not arise from the person’s breach of s.
 2047  605.0405, s. 605.0407, s. 605.04071, s. 605.04072, s. 605.04073,
 2048  s. 605.04074, or s. 605.04091.
 2049         (3) In the ordinary course of its activities and affairs, a
 2050  limited liability company may advance reasonable expenses,
 2051  including attorney fees and costs, incurred by a person in
 2052  connection with a claim or demand against the person by reason
 2053  of the person’s former or present capacity as a member or
 2054  manager if the person promises to repay the company in the event
 2055  that the person ultimately is determined not to be entitled to
 2056  be indemnified under subsection (2).
 2057         (4) A limited liability company may purchase and maintain
 2058  insurance on behalf of a member or manager of the company
 2059  against liability asserted against or incurred by the member or
 2060  manager in that capacity or arising from that status even if:
 2061         (a) Under s. 605.0105(3)(g) the operating agreement could
 2062  not eliminate or limit the person’s liability to the company for
 2063  the conduct giving rise to the liability; and
 2064         (b) Under s. 605.0105(3)(p) the operating agreement could
 2065  not provide for indemnification for the conduct giving rise to
 2066  the liability.
 2067         605.04091 Standards of conduct for members and managers.—
 2068         (1) Each manager of a manager-managed limited liability
 2069  company and member of a member-managed limited liability company
 2070  owes fiduciary duties of loyalty and care to the limited
 2071  liability company and members of the limited liability company.
 2072         (2) The duty of loyalty is limited to:
 2073         (a) Accounting to the limited liability company and holding
 2074  as trustee for it any property, profit, or benefit derived by
 2075  the manager or member, as applicable:
 2076         1. In the conduct or winding up of the company’s activities
 2077  and affairs;
 2078         2. From the use by the member or manager of the company’s
 2079  property; or
 2080         3. From the appropriation of a company opportunity;
 2081         (b) Refraining from dealing with the company in the conduct
 2082  or winding up of the company’s activities and affairs as, or on
 2083  behalf of, a person having an interest adverse to the company,
 2084  except to the extent that a transaction satisfies the
 2085  requirements of this section; and
 2086         (c) Refraining from competing with the company in the
 2087  conduct of the company’s activities and affairs before the
 2088  dissolution of the company.
 2089         (3) The duty of care in the conduct or winding up of the
 2090  company’s activities and affairs is limited to refraining from
 2091  engaging in grossly negligent or reckless conduct, willful or
 2092  intentional misconduct, or a knowing violation of law.
 2093         (4) A manager of a manager-managed limited liability
 2094  company and a member of a member-managed limited liability
 2095  company shall discharge their duties and obligations under this
 2096  chapter or under the operating agreement and exercise any rights
 2097  consistently with the obligation of good faith and fair dealing.
 2098         (5) A manager of a manager-managed limited liability
 2099  company or a member of a member-managed limited liability
 2100  company does not violate a duty or obligation under this chapter
 2101  or under the operating agreement solely because the manager’s or
 2102  member’s conduct furthers the manager’s or member’s own
 2103  interest.
 2104         (6) In discharging his, her, or its duties, a manager of a
 2105  manager-managed limited liability company or a member of a
 2106  member-managed limited liability company is entitled to rely on
 2107  information, opinions, reports, or statements, including
 2108  financial statements and other financial data, if prepared or
 2109  presented by any of the following:
 2110         (a) One or more members or employees of the limited
 2111  liability company whom the manager or member reasonably believes
 2112  to be reliable and competent in the matters presented.
 2113         (b) Legal counsel, public accountants, or other persons as
 2114  to matters the manager or member reasonably believes are within
 2115  the persons’ professional or expert competence.
 2116         (c) A committee of managers or members of which the
 2117  affected manager or member is not a participant, if the manager
 2118  or member reasonably believes the committee merits confidence.
 2119         (7) A manager or member, as applicable, is not acting in
 2120  good faith if the manager or member has knowledge concerning the
 2121  matter in question which makes reliance otherwise authorized
 2122  under subsection (6) unwarranted.
 2123         (8) In discharging his, her, or its duties, a manager of a
 2124  manager-managed limited liability company or member of a member
 2125  managed limited liability company may consider factors that the
 2126  manager or member deems relevant, including the long-term
 2127  prospects and interests of the limited liability company and its
 2128  members, and the social, economic, legal, or other effects of
 2129  any action on the employees, suppliers, and customers of the
 2130  limited liability company, the communities and society in which
 2131  the limited liability company operates, and the economy of this
 2132  state and the nation.
 2133         (9) This section applies to a person winding up the limited
 2134  liability company activities and affairs as the legal
 2135  representative of the last surviving member as if such person
 2136  were subject to this section.
 2137         605.04092 Conflict of interest transactions.—
 2138         (1) As used in this section, the following terms and
 2139  definitions apply:
 2140         (a) A member or manager is “indirectly” a party to a
 2141  transaction if that member or manager has a material financial
 2142  interest in or is a director, officer, member, manager, or
 2143  partner of a person, other than the limited liability company,
 2144  who is a party to the transaction.
 2145         (b) A member or manager has an “indirect material financial
 2146  interest” if a spouse or other family member has a material
 2147  financial interest in the transaction, other than having an
 2148  indirect interest as a member or manager of the limited
 2149  liability company, or if the transaction is with an entity,
 2150  other than the limited liability company, which has a material
 2151  financial interest in the transaction and controls, or is
 2152  controlled by, the member or manager or another person specified
 2153  in this subsection.
 2154         (c) “Fair to the limited liability company” means that the
 2155  transaction, as a whole, is beneficial to the limited liability
 2156  company and its members, taking into appropriate account whether
 2157  it is:
 2158         1. Fair in terms of the member’s or manager’s dealings with
 2159  the limited liability company in connection with that
 2160  transaction; and
 2161         2. Comparable to what might have been obtainable in an
 2162  arm’s length transaction.
 2163         (2) If the requirements of this section have been
 2164  satisfied, a transaction between a limited liability company and
 2165  one or more of its members or managers, or another entity in
 2166  which one or more of the limited liability company’s members or
 2167  managers have a financial or other interest, is not void or
 2168  voidable because of that relationship or interest; because the
 2169  members or managers are present at the meeting of the members or
 2170  managers at which the transaction was authorized, approved,
 2171  effectuated, or ratified; or because the votes of the members or
 2172  managers are counted for such purpose.
 2173         (3) If a transaction is fair to the limited liability
 2174  company at the time it is authorized, approved, effectuated, or
 2175  ratified, the fact that a member or manager of the limited
 2176  liability company is directly or indirectly a party to the
 2177  transaction, other than being an indirect party as a result of
 2178  being a member or manager of the limited liability company, or
 2179  has a direct or indirect material financial interest or other
 2180  interest in the transaction, other than having an indirect
 2181  interest as a result of being a member or manager of the limited
 2182  liability company, is not grounds for equitable relief and does
 2183  not give rise to an award of damages or other sanctions.
 2184         (4)(a) In a proceeding challenging the validity of a
 2185  transaction described in subsection (3), the person challenging
 2186  the validity has the burden of proving the lack of fairness of
 2187  the transaction if:
 2188         1. In a manager-managed limited liability company, the
 2189  material facts of the transaction and the member’s or manager’s
 2190  interest in the transaction were disclosed or known to the
 2191  managers or a committee of managers who voted upon the
 2192  transaction and the transaction was authorized, approved, or
 2193  ratified by a majority of the disinterested managers even if the
 2194  disinterested managers constitute less than a quorum; however,
 2195  the transaction cannot be authorized, approved, or ratified
 2196  under this subsection solely by a single manager; and
 2197         2. In a member-managed limited liability company, or a
 2198  manager-managed limited liability company in which the managers
 2199  have failed to or cannot act under subparagraph 1., the material
 2200  facts of the transaction and the member’s or manager’s interest
 2201  in the transaction were disclosed or known to the members who
 2202  voted upon such transaction and the transaction was authorized,
 2203  approved, or ratified by a majority-in-interest of the
 2204  disinterested members even if the disinterested members
 2205  constitute less than a quorum; however, the transaction cannot
 2206  be authorized, approved, or ratified under this subsection
 2207  solely by a single member; or
 2208         (b) If neither of the conditions provided in paragraph (a)
 2209  has been satisfied, the person defending or asserting the
 2210  validity of a transaction described in subsection (3) has the
 2211  burden of proving its fairness in a proceeding challenging the
 2212  validity of the transaction.
 2213         (5) The presence of or a vote cast by a manager or member
 2214  with an interest in the transaction does not affect the validity
 2215  of an action taken under paragraph (4)(a) if the transaction is
 2216  otherwise authorized, approved, or ratified as provided in that
 2217  subsection, but the presence or vote of the manager or member
 2218  may be counted for purposes of determining whether the
 2219  transaction is approved under other sections of this chapter.
 2220         (6) In addition to other grounds for challenge, a party
 2221  challenging the validity of the transaction is not precluded
 2222  from asserting and proving that a particular member or manager
 2223  was not disinterested on grounds of financial or other interest
 2224  for purposes of the vote on, consent to, or approval of the
 2225  transaction.
 2226         605.04093 Limitation of liability of managers and members.—
 2227         (1) A manager in a manager-managed limited liability
 2228  company or a member in a member-managed limited liability
 2229  company is not personally liable for monetary damages to the
 2230  limited liability company, its members, or any other person for
 2231  any statement, vote, decision, or failure to act regarding
 2232  management or policy decisions by a manager in a manager-managed
 2233  limited liability company or a member in a member-managed
 2234  limited liability company unless:
 2235         (a) The manager or member breached or failed to perform the
 2236  duties as a manager in a manager-managed limited liability
 2237  company or a member in a member-managed limited liability
 2238  company; and
 2239         (b) The manager’s or member’s breach of, or failure to
 2240  perform, those duties constitutes any of the following:
 2241         1. A violation of the criminal law unless the manager or
 2242  member had a reasonable cause to believe his, her, or its
 2243  conduct was lawful or had no reasonable cause to believe such
 2244  conduct was unlawful. A judgment or other final adjudication
 2245  against a manager or member in any criminal proceeding for a
 2246  violation of the criminal law estops that manager or member from
 2247  contesting the fact that such breach, or failure to perform,
 2248  constitutes a violation of the criminal law, but does not estop
 2249  the manager or member from establishing that he, she, or it had
 2250  reasonable cause to believe that his, her, or its conduct was
 2251  lawful or had no reasonable cause to believe that such conduct
 2252  was unlawful.
 2253         2. A transaction from which the manager or member derived
 2254  an improper personal benefit, directly or indirectly.
 2255         3. A distribution in violation of s. 605.0406.
 2256         4. In a proceeding by or in the right of the limited
 2257  liability company to procure a judgment in its favor or by or in
 2258  the right of a member, conscious disregard of the best interest
 2259  of the limited liability company, or willful misconduct.
 2260         5. In a proceeding by or in the right of someone other than
 2261  the limited liability company or a member, recklessness or an
 2262  act or omission that was committed in bad faith or with
 2263  malicious purpose or in a manner exhibiting wanton and willful
 2264  disregard of human rights, safety, or property.
 2265         (2) As used in this section, the term “recklessness” means
 2266  acting or failing to act in conscious disregard of a risk known,
 2267  or a risk so obvious that it should have been known, to the
 2268  manager in a manager-managed limited liability company or the
 2269  member in a member-managed limited liability company, and known
 2270  to the manager or member, or so obvious that it should have been
 2271  known, to be so great as to make it highly probable that harm
 2272  would follow from such action or failure to act.
 2273         (3) A manager in a manager-managed limited liability
 2274  company or a member in a member-managed limited liability
 2275  company is deemed not to have derived an improper personal
 2276  benefit from any transaction if the transaction has been
 2277  approved in the manner as is provided in s. 605.04092 or is fair
 2278  to the limited liability company as defined in s.
 2279  605.04092(1)(c).
 2280         (4) The circumstances set forth in subsection (3) are not
 2281  exclusive and do not preclude the existence of other
 2282  circumstances under which a manager in a manager-managed limited
 2283  liability company or a member in a member-managed limited
 2284  liability company will be deemed not to have derived an improper
 2285  benefit.
 2286         605.0410 Records to be kept; rights of member, manager, and
 2287  person dissociated to information.—
 2288         (1) A limited liability company shall keep at its principal
 2289  office or another location the following records:
 2290         (a) A current list of the full names and last known
 2291  business, residence, or mailing addresses of each member and
 2292  manager.
 2293         (b) A copy of the then-effective operating agreement, if
 2294  made in a record, and all amendments thereto if made in a
 2295  record.
 2296         (c) A copy of the articles of organization, articles of
 2297  merger, articles of interest exchange, articles of conversion,
 2298  and articles of domestication, and other documents and all
 2299  amendments thereto, concerning the limited liability company
 2300  which were filed with the department, together with executed
 2301  copies of any powers of attorney pursuant to which any articles
 2302  of organization or such other documents were executed.
 2303         (d) Copies of the limited liability company’s federal,
 2304  state, and local income tax returns and reports, if any, for the
 2305  3 most recent years.
 2306         (e) Copies of the financial statements of the limited
 2307  liability company, if any, for the 3 most recent years.
 2308         (f) Unless contained in an operating agreement made in a
 2309  record, a record stating the amount of cash and a description
 2310  and statement of the agreed value of the property or other
 2311  benefits contributed and agreed to be contributed by each
 2312  member, and the times at which or occurrence of events upon
 2313  which additional contributions agreed to be made by each member
 2314  are to be made.
 2315         (2) In a member-managed limited liability company, the
 2316  following rules apply:
 2317         (a) Upon reasonable notice, a member may inspect and copy
 2318  during regular business hours, at a reasonable location
 2319  specified by the company:
 2320         1. The records described in subsection (1); and
 2321         2. Each other record maintained by the company regarding
 2322  the company’s activities, affairs, financial condition, and
 2323  other circumstances, to the extent the information is material
 2324  to the member’s rights and duties under the operating agreement
 2325  or this chapter.
 2326         (b) The company shall furnish to each member:
 2327         1. Without demand, any information concerning the company’s
 2328  activities, affairs, financial condition, and other
 2329  circumstances that the company knows and are material to the
 2330  proper exercise of the member’s rights and duties under the
 2331  operating agreement or this chapter, except to the extent the
 2332  company can establish that it reasonably believes the member
 2333  already knows the information; and
 2334         2. On demand, other information concerning the company’s
 2335  activities, affairs, financial condition, and other
 2336  circumstances, except to the extent the demand or information
 2337  demanded is unreasonable or otherwise improper under the
 2338  circumstances.
 2339         (c) The duty to furnish information under this subsection
 2340  also applies to each member to the extent the member knows any
 2341  of the information described in this subsection.
 2342         (3) In a manager-managed limited liability company, the
 2343  following rules apply:
 2344         (a) The informational rights stated in subsection (2) and
 2345  the duty stated in paragraph (2)(c) apply to the managers and
 2346  not to the members.
 2347         (b) During regular business hours and at a reasonable
 2348  location specified by the company, a member may inspect and
 2349  copy:
 2350         1. The records described in subsection (1);
 2351         2. Full information regarding the activities, affairs,
 2352  financial condition, and other circumstances of the company as
 2353  is just and reasonable if:
 2354         a. The member seeks the information for a purpose
 2355  reasonably related to the member’s interest as a member; or
 2356         b. The member makes a demand in a record received by the
 2357  company, describing with reasonable particularity the
 2358  information sought and the purpose for seeking the information,
 2359  and if the information sought is directly connected to the
 2360  member’s purpose.
 2361         (c) Within 10 days after receiving a demand pursuant to
 2362  subparagraph (2)(b)2., the company shall, in a record, inform
 2363  the member who made the demand of:
 2364         1. The information that the company will provide in
 2365  response to the demand and when and where the company will
 2366  provide the information; and
 2367         2. The company’s reasons for declining, if the company
 2368  declines to provide any demanded information.
 2369         (d) If this chapter or an operating agreement provides for
 2370  a member to give or withhold consent to a matter, before the
 2371  consent is given or withheld, the company shall, without demand,
 2372  provide the member with all information that is known to the
 2373  company and is material to the member’s decision.
 2374         (4) Subject to subsection (9), on 10 days’ demand made in a
 2375  record received by a limited liability company, a person
 2376  dissociated as a member may have access to information to which
 2377  the person was entitled while a member if:
 2378         (a) The information pertains to the period during which the
 2379  person was a member;
 2380         (b) The person seeks the information in good faith; and
 2381         (c) The person satisfies the requirements imposed on a
 2382  member by paragraph (3)(b).
 2383         (5) A limited liability company shall respond to a demand
 2384  made pursuant to subsection (4) in the manner provided in
 2385  paragraph (3)(c).
 2386         (6) A limited liability company may charge a person who
 2387  makes a demand under this section the reasonable costs of
 2388  copying, which costs are limited to the costs of labor and
 2389  materials.
 2390         (7) A member or person dissociated as a member may exercise
 2391  rights under this section through an agent or, in the case of an
 2392  individual under legal disability or an entity that is dissolved
 2393  or its existence terminated, through a legal representative. A
 2394  restriction or condition imposed by the operating agreement or
 2395  under subsection (10) applies both to the agent or legal
 2396  representative and the member or person dissociated as a member.
 2397         (8) Subject to subsection (9), the rights under this
 2398  section do not extend to a person as transferee.
 2399         (9) If a member dies, s. 605.0504 applies.
 2400         (10) In addition to a restriction or condition stated in
 2401  the operating agreement, a limited liability company, as a
 2402  matter within the ordinary course of its activities and affairs,
 2403  may impose reasonable restrictions and conditions on access to
 2404  and use of information to be furnished under this section,
 2405  including designating information confidential and imposing
 2406  nondisclosure and safeguarding obligations on the recipient. In
 2407  a dispute concerning the reasonableness of a restriction under
 2408  this subsection, the company has the burden of proving
 2409  reasonableness. This subsection does not apply to the request by
 2410  a member for the records described in subsection (1).
 2411         605.0411 Court-ordered inspection.—
 2412         (1) If a limited liability company does not allow a member,
 2413  manager, or other person who complies with s. 605.0410(2)(a),
 2414  (3)(a), (3)(b), or (4), as applicable, to inspect and copy any
 2415  records required by that section to be available for inspection,
 2416  the circuit court in the county where the limited liability
 2417  company’s principal office is or was last located, as shown by
 2418  the records of the department or, if there is no principal
 2419  office in this state, where its registered office is or was last
 2420  located, may summarily order inspection and copying of the
 2421  records demanded, at the limited liability company’s expense,
 2422  upon application of the member, manager, or other person.
 2423         (2) If the court orders inspection or copying of the
 2424  records demanded, it shall also order the limited liability
 2425  company to pay the costs, including reasonable attorney fees,
 2426  reasonably incurred by the member, manager, or other person
 2427  seeking the records to obtain the order and enforce its rights
 2428  under this section unless the limited liability company proves
 2429  that it refused inspection in good faith because the company had
 2430  a reasonable basis for doubt about the right of the member,
 2431  manager, or such other person to inspect or copy the records
 2432  demanded.
 2433         (3) If the court orders inspection or copying of the
 2434  records demanded, it may impose reasonable restrictions on the
 2435  use or distribution of the records by the member, manager, or
 2436  other person demanding such records.
 2437         605.0501 Nature of transferable interest.—A transferable
 2438  interest is personal property.
 2439         605.0502 Transfer of transferable interest.—
 2440         (1) Subject to s. 605.0503, a transfer, in whole or in
 2441  part, of a transferable interest:
 2442         (a) Is permissible;
 2443         (b) Does not by itself cause a member’s dissociation or a
 2444  dissolution and winding up of the limited liability company’s
 2445  activities and affairs; and
 2446         (c) Does not entitle the transferee to:
 2447         1. Participate in the management or conduct of the
 2448  company’s activities and affairs; or
 2449         2. Except as otherwise provided in subsection (3), have
 2450  access to records or other information concerning the company’s
 2451  activities and affairs.
 2452         (2) A transferee has the right to receive, in accordance
 2453  with the transfer, distributions to which the transferor would
 2454  otherwise be entitled.
 2455         (3) In a dissolution and winding up of a limited liability
 2456  company, a transferee is entitled to an account of the company’s
 2457  transactions only from the date of dissolution.
 2458         (4) A transferable interest may be evidenced by a
 2459  certificate of the interest issued by the limited liability
 2460  company in a record, and, subject to this section, the interest
 2461  represented by the certificate may be transferred by a transfer
 2462  of the certificate.
 2463         (5) A limited liability company need not give effect to a
 2464  transferee’s rights under this section until the company knows
 2465  or has notice of the transfer.
 2466         (6) A transfer of a transferable interest in violation of a
 2467  restriction on transfer contained in the operating agreement is
 2468  ineffective as to a person who has knowledge or notice of the
 2469  restriction at the time of transfer.
 2470         (7) Except as otherwise provided in s. 605.0602(5)(b), if a
 2471  member transfers a transferable interest, the transferor retains
 2472  the rights of a member other than the transferable interest
 2473  transferred and retains all the duties and obligations of a
 2474  member.
 2475         (8) If a member transfers a transferable interest to a
 2476  person who becomes a member with respect to the transferred
 2477  interest, the transferee is liable for the member’s obligations
 2478  under ss. 605.0403 and 605.0406(3) which are known to the
 2479  transferee at the time the transferee becomes a member.
 2480         605.0503 Charging order.—
 2481         (1) On application to a court of competent jurisdiction by
 2482  a judgment creditor of a member or a transferee, the court may
 2483  enter a charging order against the transferable interest of the
 2484  member or transferee for payment of the unsatisfied amount of
 2485  the judgment with interest. Except as provided in subsection
 2486  (5), a charging order constitutes a lien upon a judgment
 2487  debtor’s transferable interest and requires the limited
 2488  liability company to pay over to the judgment creditor a
 2489  distribution that would otherwise be paid to the judgment
 2490  debtor.
 2491         (2) This chapter does not deprive a member or transferee of
 2492  the benefit of any exemption law applicable to the transferable
 2493  interest of the member or transferee.
 2494         (3) Except as provided in subsections (4) and (5), a
 2495  charging order is the sole and exclusive remedy by which a
 2496  judgment creditor of a member or member’s transferee may satisfy
 2497  a judgment from the judgment debtor’s interest in a limited
 2498  liability company or rights to distributions from the limited
 2499  liability company.
 2500         (4) In the case of a limited liability company that has
 2501  only one member, if a judgment creditor of a member or member’s
 2502  transferee establishes to the satisfaction of a court of
 2503  competent jurisdiction that distributions under a charging order
 2504  will not satisfy the judgment within a reasonable time, a
 2505  charging order is not the sole and exclusive remedy by which the
 2506  judgment creditor may satisfy the judgment against a judgment
 2507  debtor who is the sole member of a limited liability company or
 2508  the transferee of the sole member, and upon such showing, the
 2509  court may order the sale of that interest in the limited
 2510  liability company pursuant to a foreclosure sale. A judgment
 2511  creditor may make a showing to the court that distributions
 2512  under a charging order will not satisfy the judgment within a
 2513  reasonable time at any time after the entry of the judgment and
 2514  may do so at the same time that the judgment creditor applies
 2515  for the entry of a charging order.
 2516         (5) If a limited liability company has only one member and
 2517  the court orders a foreclosure sale of a judgment debtor’s
 2518  interest in the limited liability company or of a charging order
 2519  lien against the sole member of the limited liability company
 2520  pursuant to subsection (4):
 2521         (a) The purchaser at the court-ordered foreclosure sale
 2522  obtains the member’s entire limited liability company interest,
 2523  not merely the rights of a transferee;
 2524         (b) The purchaser at the sale becomes the member of the
 2525  limited liability company; and
 2526         (c) The person whose limited liability company interest is
 2527  sold pursuant to the foreclosure sale or is the subject of the
 2528  foreclosed charging order ceases to be a member of the limited
 2529  liability company.
 2530         (6) In the case of a limited liability company that has
 2531  more than one member, the remedy of foreclosure on a judgment
 2532  debtor’s interest in the limited liability company or against
 2533  rights to distribution from the limited liability company is not
 2534  available to a judgment creditor attempting to satisfy the
 2535  judgment and may not be ordered by a court.
 2536         (7) This section does not limit any of the following:
 2537         (a) The rights of a creditor who has been granted a
 2538  consensual security interest in a limited liability company
 2539  interest to pursue the remedies available to the secured
 2540  creditor under other law applicable to secured creditors.
 2541         (b) The principles of law and equity which affect
 2542  fraudulent transfers.
 2543         (c) The availability of the equitable principles of alter
 2544  ego, equitable lien, or constructive trust or other equitable
 2545  principles not inconsistent with this section.
 2546         (d) The continuing jurisdiction of the court to enforce its
 2547  charging order in a manner consistent with this section.
 2548         605.0504 Power of legal representative.—If a member who is
 2549  an individual dies or a court of competent jurisdiction adjudges
 2550  the member to be incompetent to manage the member’s person or
 2551  property, the member’s legal representative may exercise all of
 2552  the member’s rights for the purpose of settling the member’s
 2553  estate or administering the member’s property, including any
 2554  power the member had to give a transferee the right to become a
 2555  member. If a member is a corporation, trust, or other entity and
 2556  is dissolved or terminated, the powers of that member may be
 2557  exercised by its legal representative.
 2558         605.0601 Power to dissociate as member; wrongful
 2559  dissociation.—
 2560         (1) A person has the power to dissociate as a member at any
 2561  time, rightfully or wrongfully, by withdrawing as a member by
 2562  express will under s. 605.0602(1).
 2563         (2) A person’s dissociation as a member is wrongful only if
 2564  the dissociation:
 2565         (a) Is in breach of an express provision of the operating
 2566  agreement; or
 2567         (b) Occurs before completion of the winding up of the
 2568  company, and:
 2569         1. The person withdraws as a member by express will;
 2570         2. The person is expelled as a member by judicial order
 2571  under s. 605.0602(6);
 2572         3. The person is dissociated under s. 605.0602(8); or
 2573         4. In the case of a person that is not a trust other than a
 2574  business trust, an estate, or an individual, the person is
 2575  expelled or otherwise dissociated as a member because it
 2576  willfully dissolved or terminated.
 2577         (3) A person who wrongfully dissociates as a member is
 2578  liable to the limited liability company and, subject to s.
 2579  605.0801, to the other members for damages caused by the
 2580  dissociation. The liability is in addition to each debt,
 2581  obligation, or other liability of the member to the company or
 2582  the other members.
 2583         (4) Notwithstanding anything to the contrary under
 2584  applicable law, the articles of organization or operating
 2585  agreement may provide that a limited liability company interest
 2586  may not be assigned before the dissolution and winding up of the
 2587  limited liability company.
 2588         605.0602 Events causing dissociation.—A person is
 2589  dissociated as a member if any of the following occur:
 2590         (1) The company has notice of the person’s express will to
 2591  withdraw as a member, but if the person specified a withdrawal
 2592  date later than the date the company had notice, on that later
 2593  date.
 2594         (2) An event stated in the operating agreement as causing
 2595  the person’s dissociation occurs.
 2596         (3) The person’s entire interest is transferred in a
 2597  foreclosure sale under s. 605.0503(5).
 2598         (4) The person is expelled as a member pursuant to the
 2599  operating agreement.
 2600         (5) The person is expelled as a member by the unanimous
 2601  consent of the other members if any of the following occur:
 2602         (a) It is unlawful to carry on the company’s activities and
 2603  affairs with the person as a member.
 2604         (b) There has been a transfer of the person’s entire
 2605  transferable interest in the company other than:
 2606         1. A transfer for security purposes; or
 2607         2. A charging order in effect under s. 605.0503 which has
 2608  not been foreclosed.
 2609         (c) The person is a corporation and:
 2610         1. The company notifies the person that it will be expelled
 2611  as a member because the person has filed articles or a
 2612  certificate of dissolution or the equivalent, the person has
 2613  been administratively dissolved, its charter or equivalent has
 2614  been revoked, or the person’s right to conduct business has been
 2615  suspended by the person’s jurisdiction of its formation; and
 2616         2. Within 90 days after the notification, the articles or
 2617  certificate of dissolution or the equivalent has not been
 2618  revoked or its charter or right to conduct business has not been
 2619  reinstated.
 2620         (d) The person is an unincorporated entity that has been
 2621  dissolved and whose business is being wound up.
 2622         (6) On application by the company or a member in a direct
 2623  action under s. 605.0801, the person is expelled as a member by
 2624  judicial order because the person:
 2625         (a) Has engaged or is engaging in wrongful conduct that has
 2626  affected adversely and materially, or will affect adversely and
 2627  materially, the company’s activities and affairs;
 2628         (b) Has committed willfully or persistently, or is
 2629  committing willfully and persistently, a material breach of the
 2630  operating agreement or a duty or obligation under s. 605.04091;
 2631  or
 2632         (c) Has engaged or is engaging in conduct relating to the
 2633  company’s activities and affairs which makes it not reasonably
 2634  practicable to carry on the activities and affairs with the
 2635  person as a member.
 2636         (7) In the case of an individual:
 2637         (a) The individual dies; or
 2638         (b) In a member-managed limited liability company:
 2639         1. A guardian or general conservator for the individual is
 2640  appointed; or
 2641         2. There is a judicial order that the individual has
 2642  otherwise become incapable of performing the individual’s duties
 2643  as a member under this chapter or the operating agreement.
 2644         (8) In a member-managed limited liability company, the
 2645  person:
 2646         (a) Becomes a debtor in bankruptcy;
 2647         (b) Executes an assignment for the benefit of creditors; or
 2648         (c) Seeks, consents to, or acquiesces in the appointment of
 2649  a trustee, receiver, or liquidator of the person or of all or
 2650  substantially all the person’s property.
 2651         (9) In the case of a person that is a testamentary or inter
 2652  vivos trust or is acting as a member by virtue of being a
 2653  trustee of such a trust, the trust’s entire transferable
 2654  interest in the company is distributed.
 2655         (10) In the case of a person that is an estate or is acting
 2656  as a member by virtue of being a legal representative of an
 2657  estate, the estate’s entire transferable interest in the company
 2658  is distributed.
 2659         (11) In the case of a person that is not an individual, the
 2660  existence of the person terminates.
 2661         (12) The company participates in a merger under ss.
 2662  605.1021-605.1026 and:
 2663         (a) The company is not the surviving entity; or
 2664         (b) Otherwise as a result of the merger, the person ceases
 2665  to be a member.
 2666         (13) The company participates in an interest exchange under
 2667  ss. 605.1031-605.1036, and the person ceases to be a member.
 2668         (14) The company participates in a conversion under ss.
 2669  605.1041-605.1046, and the person ceases to be member.
 2670         (15) The company dissolves and completes winding up.
 2671         605.0603 Effect of dissociation.—
 2672         (1) If a person is dissociated as a member:
 2673         (a) The person’s right to participate as a member in the
 2674  management and conduct of the company’s activities and affairs
 2675  terminates;
 2676         (b) If the company is member-managed, the person’s duties
 2677  and obligations under s. 605.04091 as a member end with regard
 2678  to matters arising and events occurring after the person’s
 2679  dissociation; and
 2680         (c) Subject to s. 605.0504 and ss. 605.1001-605.1072, a
 2681  transferable interest owned by the person in the person’s
 2682  capacity immediately before dissociation as a member is owned by
 2683  the person solely as a transferee.
 2684         (2) A person’s dissociation as a member does not, of
 2685  itself, discharge the person from a debt, obligation, or other
 2686  liability to the company or the other members which the person
 2687  incurred while a member.
 2688         605.0701 Events causing dissolution.—A limited liability
 2689  company is dissolved and its activities and affairs must be
 2690  wound up upon the occurrence of the following:
 2691         (1) An event or circumstance that the operating agreement
 2692  states causes dissolution.
 2693         (2) The consent of all the members.
 2694         (3) The passage of 90 consecutive days during which the
 2695  company has no members, unless:
 2696         (a) Consent to admit at least one specified person as a
 2697  member is given by transferees owning the rights to receive a
 2698  majority of distributions as transferees at the time the consent
 2699  is to be effective; and
 2700         (b) At least one person becomes a member in accordance with
 2701  the consent.
 2702         (4) The entry of a decree of judicial dissolution in
 2703  accordance with s. 605.0705.
 2704         (5) The filing of a statement of administrative dissolution
 2705  by the department pursuant to s. 605.0714.
 2706         605.0702 Grounds for judicial dissolution.—
 2707         (1)A circuit court may dissolve a limited liability
 2708  company:
 2709         (a)In a proceeding by the Department of Legal Affairs if
 2710  it is established that:
 2711         1.The limited liability company obtained its articles of
 2712  organization through fraud; or
 2713         2. The limited liability company has continued to exceed or
 2714  abuse the authority conferred upon it by law.
 2715  
 2716  The enumeration in subparagraphs 1. and 2. of grounds for
 2717  involuntary dissolution does not exclude actions or special
 2718  proceedings by the Department of Legal Affairs or a state
 2719  official for the annulment or dissolution of a limited liability
 2720  company for other causes as provided in another law of this
 2721  state.
 2722         (b)In a proceeding by a manager or member if it is
 2723  established that:
 2724         1. The conduct of all or substantially all of the company’s
 2725  activities and affairs is unlawful;
 2726         2. It is not reasonably practicable to carry on the
 2727  company’s activities and affairs in conformity with the articles
 2728  of organization and the operating agreement;
 2729         3. The managers or members in control of the company have
 2730  acted, are acting, or are reasonably expected to act in a manner
 2731  that is illegal or fraudulent;
 2732         4. The limited liability company’s assets are being
 2733  misappropriated or wasted, causing injury to the limited
 2734  liability company, or in a proceeding by a member, causing
 2735  injury to one or more of its members; or
 2736         5. The managers or the members of the limited liability
 2737  company are deadlocked in the management of the limited
 2738  liability company’s activities and affairs, the members are
 2739  unable to break the deadlock, and irreparable injury to the
 2740  limited liability company is threatened or being suffered.
 2741         (c)In a proceeding by the limited liability company to
 2742  have its voluntary dissolution continued under court
 2743  supervision.
 2744         (2) If the managers or the members of the limited liability
 2745  company are deadlocked in the management of the limited
 2746  liability company’s activities and affairs, the members are
 2747  unable to break the deadlock, and irreparable injury to the
 2748  limited liability company is threatened or being suffered, if
 2749  the operating agreement contains a deadlock sale provision that
 2750  has been initiated before the time that the court determines
 2751  that the grounds for judicial dissolution exist under
 2752  subparagraph (1)(b)5., then such deadlock sale provision applies
 2753  to the resolution of such deadlock instead of the court entering
 2754  an order of judicial dissolution or an order directing the
 2755  purchase of petitioner’s interest under s. 605.0706, so long as
 2756  the provisions of such deadlock sale provision are thereafter
 2757  initiated and effectuated in accordance with the terms of such
 2758  deadlock sale provision or otherwise pursuant to an agreement of
 2759  the members of the company. As used in this section, the term
 2760  deadlock sale provision means a provision in an operating
 2761  agreement which is or may be applicable in the event of a
 2762  deadlock among the managers or the members of the limited
 2763  liability company which the members of the company are unable to
 2764  break and which provides for a deadlock breaking mechanism,
 2765  including, but not limited to: a purchase and sale of interests
 2766  or a governance change, among or between members; the sale of
 2767  all or substantially all of the assets of the company; or a
 2768  similar provision that, if initiated and effectuated, breaks the
 2769  deadlock by causing the transfer of interests, a governance
 2770  change, or the sale of all or substantially all of the company’s
 2771  assets. A deadlock sale provision in an operating agreement
 2772  which is not initiated and effectuated before the court enters
 2773  an order of judicial dissolution under subparagraph (1)(b)5. or
 2774  an order directing the purchase of petitioner’s interest under
 2775  s. 605.0706 does not adversely affect the rights of members and
 2776  managers to seek judicial dissolution under subparagraph
 2777  (1)(b)5. or the rights of the company or one or more members to
 2778  purchase the petitioner’s interest under s. 605.0706. The filing
 2779  of an action for judicial dissolution on the grounds described
 2780  in subparagraph (1)(b)5. or an election to purchase the
 2781  petitioner’s interest under s. 605.0706 does not adversely
 2782  affect the right of a member to initiate an available deadlock
 2783  sale provision under the operating agreement or to enforce a
 2784  member-initiated or an automatically-initiated deadlock sale
 2785  provision if the deadlock sale provision is initiated and
 2786  effectuated before the court enters an order of judicial
 2787  dissolution under subparagraph (1)(b)5. or an order directing
 2788  the purchase of petitioner’s interest under s. 605.0706.
 2789         605.0703Procedure for judicial dissolution; alternative
 2790  remedies.—
 2791         (1)Venue for a proceeding brought under s. 605.0702 lies
 2792  in the circuit court of the county where the limited liability
 2793  company’s principal office is or was last located, as shown by
 2794  the records of the department, or, if there is or was no
 2795  principal office in this state, in the circuit court of the
 2796  county where the company’s registered office is or was last
 2797  located.
 2798         (2)It is not necessary to make members parties to a
 2799  proceeding to dissolve a limited liability company unless relief
 2800  is sought against such members individually.
 2801         (3)A court in a proceeding brought to dissolve a limited
 2802  liability company may issue injunctions, appoint a receiver or
 2803  custodian pendente lite with all powers and duties the court
 2804  directs, take other action required to preserve the limited
 2805  liability company’s assets wherever located, and carry on the
 2806  business of the limited liability company until a full hearing
 2807  can be held.
 2808         (4)In a proceeding brought under s. 605.0702, the court
 2809  may, upon a showing of sufficient merit to warrant such a
 2810  remedy:
 2811         (a)Appoint a receiver or custodian under s. 605.0704;
 2812         (b)Order a purchase of a petitioning member’s interest
 2813  pursuant to s. 605.0706; or
 2814         (c)Upon a showing of good cause, order another remedy the
 2815  court deems appropriate in its discretion, including an
 2816  equitable remedy.
 2817         (5)Section 57.105 applies to a proceeding brought under s.
 2818  605.0702.
 2819         605.0704Receivership or custodianship.—
 2820         (1)A court in a judicial proceeding brought to dissolve a
 2821  limited liability company may appoint one or more receivers to
 2822  wind up and liquidate or one or more custodians to manage the
 2823  business and affairs of the limited liability company. The court
 2824  shall hold a hearing, after notifying all parties to the
 2825  proceeding and an interested person designated by the court,
 2826  before appointing a receiver or custodian. The court appointing
 2827  a receiver or custodian has exclusive jurisdiction over the
 2828  limited liability company and all of its property, wherever
 2829  located.
 2830         (2)The court may appoint a person authorized to act as a
 2831  receiver or custodian. The court may require the receiver or
 2832  custodian to post bond, with or without sureties, in an amount
 2833  the court directs.
 2834         (3)The court shall describe the powers and duties of the
 2835  receiver or custodian in its appointing order, which may be
 2836  amended. Among other powers:
 2837         (a)The receiver :
 2838         1.May dispose of all or a part of the assets of the
 2839  limited liability company wherever located, at a public or
 2840  private sale, if authorized by the court; and
 2841         2.May sue and defend in the receiver’s own name, as
 2842  receiver of the limited liability company, in all courts of this
 2843  state; and
 2844         (b)The custodian may exercise all of the powers of the
 2845  limited liability company, through or in place of its managers
 2846  or members, to the extent necessary to manage the activities and
 2847  affairs of the limited liability company in the best interest of
 2848  its members and creditors.
 2849         (4)During a receivership, the court may redesignate the
 2850  receiver as a custodian and, during a custodianship, may
 2851  redesignate the custodian as a receiver if doing so is in the
 2852  best interests of the limited liability company and its members
 2853  and creditors.
 2854         (5)During the receivership or custodianship the court may
 2855  order compensation paid and expense disbursements or
 2856  reimbursements made to the receiver or custodian and the
 2857  receiver’s or custodian’s counsel from the assets of the limited
 2858  liability company or proceeds from the sale of part or all of
 2859  those assets.
 2860         (6)The court has jurisdiction to appoint an ancillary
 2861  receiver for the assets and business of a limited liability
 2862  company. The ancillary receiver shall serve ancillary to a
 2863  receiver located in another state if the court deems that
 2864  circumstances exist requiring the appointment of such a
 2865  receiver. The court may appoint a receiver for a foreign limited
 2866  liability company even though a receiver has not been appointed
 2867  elsewhere. The receivership shall be converted into an ancillary
 2868  receivership if an order entered by a court of competent
 2869  jurisdiction in the other state provides for a receivership of
 2870  the foreign limited liability company.
 2871         605.0705Decree of dissolution.—
 2872         (1)If, after a hearing, the court determines that one or
 2873  more grounds for judicial dissolution described in s. 605.0702
 2874  exist, the court may enter a decree dissolving the limited
 2875  liability company and specifying the effective date of the
 2876  dissolution, and the clerk of the court shall deliver a
 2877  certified copy of the decree to the department, which shall file
 2878  the decree.
 2879         (2)After entering the decree of dissolution, the court
 2880  shall direct the winding up and liquidation of the limited
 2881  liability company’s activities and affairs in accordance with
 2882  ss. 605.0709-605.0713, subject to subsection (3).
 2883         (3)In a proceeding for judicial dissolution, the court may
 2884  require all creditors of the limited liability company to file
 2885  with the clerk of the court or with the receiver, in a form as
 2886  the court may prescribe, proofs under oath of their respective
 2887  claims. If the court requires the filing of claims, the court
 2888  shall fix a date, which may not be earlier than 4 months after
 2889  the date of the order, as the last day for filing claims. The
 2890  court shall prescribe the deadline for filing claims which shall
 2891  be given to creditors and claimants. Before the date so fixed,
 2892  the court may extend the time for the filing of claims by court
 2893  order. Creditors and claimants failing to file proofs of claim
 2894  on or before the date so fixed may be barred, by order of court,
 2895  from participating in the distribution of the assets of the
 2896  limited liability company. This section does not affect the
 2897  enforceability of a recorded mortgage or lien or the perfected
 2898  security interest or rights of a person in possession of real or
 2899  personal property.
 2900         605.0706Election to purchase instead of dissolution.—
 2901         (1) In a proceeding initiated by a member of a limited
 2902  liability company under s. 605.0702(1)(b) to dissolve the
 2903  company, the company may elect, or, if it fails to elect, one or
 2904  more other members may elect, to purchase the entire interest of
 2905  the petitioner in the company at the fair value of the interest.
 2906  An election pursuant to this section is irrevocable unless the
 2907  court determines that it is equitable to set aside or modify the
 2908  election.
 2909         (2)An election to purchase pursuant to this section may be
 2910  filed with the court within 90 days after the filing of the
 2911  petition by the petitioning member under s. 605.0702(1)(b) or
 2912  (2) or at such later time as the court may allow. If the
 2913  election to purchase is filed, the company shall within 10 days
 2914  thereafter, give written notice to all members, other than the
 2915  petitioning member. The notice must describe the interest in the
 2916  company owned by each petitioning member and must advise the
 2917  recipients of their right to join in the election to purchase
 2918  the petitioning member’s interest in accordance with this
 2919  section. Members who wish to participate must file notice of
 2920  their intention to join in the purchase within 30 days after the
 2921  effective date of the notice. A member who has filed an election
 2922  or notice of the intent to participate in the election to
 2923  purchase thereby becomes a party to the proceeding and shall
 2924  participate in the purchase in proportion to the ownership
 2925  interest as of the date the first election was filed unless the
 2926  members otherwise agree or the court otherwise directs. After an
 2927  election to purchase has been filed by the limited liability
 2928  company or one or more members, the proceeding under s.
 2929  605.0702(1)(b) or (2) may not be discontinued or settled, and
 2930  the petitioning member may not sell or otherwise dispose of
 2931  interest of the petitioner in the company unless the court
 2932  determines that it would be equitable to the company and the
 2933  members, other than the petitioner, to authorize such
 2934  discontinuance, settlement, sale, or other disposition or the
 2935  sale is pursuant to a deadlock sale provision described in s.
 2936  605.0702(1)(b).
 2937         (3)If, within 60 days after the filing of the first
 2938  election, the parties reach an agreement as to the fair value
 2939  and terms of the purchase of the petitioner’s interest, the
 2940  court shall enter an order directing the purchase of the
 2941  petitioner’s interest upon the terms and conditions agreed to by
 2942  the parties, unless the petitioner’s interest has been acquired
 2943  pursuant to a deadlock sale provision before the order.
 2944         (4)If the parties are unable to reach an agreement as
 2945  provided for in subsection (3), the court, upon application of a
 2946  party, shall stay the proceedings and determine the fair value
 2947  of the petitioner’s interest as of the day before the date on
 2948  which the petition was filed or as of such other date as the
 2949  court deems appropriate under the circumstances.
 2950         (5)Upon determining the fair value of the petitioner’s
 2951  interest in the company, unless the petitioner’s interest has
 2952  been acquired pursuant to a deadlock sale provision before the
 2953  order, the court shall enter an order directing the purchase
 2954  upon such terms and conditions as the court deems appropriate,
 2955  which may include: payment of the purchase price in
 2956  installments, when necessary in the interests of equity; a
 2957  provision for security to ensure payment of the purchase price
 2958  and additional costs, fees, and expenses as may have been
 2959  awarded; and, if the interest is to be purchased by members, the
 2960  allocation of the interest among those members. In allocating
 2961  petitioner’s interest among holders of different classes or
 2962  series of interests in the company, the court shall attempt to
 2963  preserve the existing distribution of voting rights among
 2964  holders of different classes insofar as practicable and may
 2965  direct that holders of a specific class or classes or series not
 2966  participate in the purchase. Interest may be allowed at the rate
 2967  and from the date determined by the court to be equitable;
 2968  however, if the court finds that the refusal of the petitioning
 2969  member to accept an offer of payment was arbitrary or otherwise
 2970  not in good faith, payment of interest is not allowed. If the
 2971  court finds that the petitioning member had probable grounds for
 2972  relief under s. 605.0702(1)(b)3. or 4., it may award to the
 2973  petitioning member reasonable fees and expenses of counsel and
 2974  of experts employed by petitioner.
 2975         (6)Upon entry of an order under subsection (3) or
 2976  subsection (5), the court shall dismiss the petition to dissolve
 2977  the limited liability company, and the petitioning member shall
 2978  no longer have rights or status as a member of the limited
 2979  liability company except the right to receive the amounts
 2980  awarded by the order of the court, which shall be enforceable in
 2981  the same manner as any other judgment.
 2982         (7)The purchase ordered pursuant to subsection (5) must be
 2983  made within 10 days after the date the order becomes final
 2984  unless, before that time, the limited liability company files
 2985  with the court a notice of its intention to dissolve pursuant to
 2986  s. 605.0701(2), in which case articles of dissolution for the
 2987  company must be filed within 50 days thereafter. Upon filing of
 2988  such articles of dissolution, the limited liability company
 2989  shall be wound up in accordance with ss. 605.0709-605.0713, and
 2990  the order entered pursuant to subsection (5) shall no longer be
 2991  of force or effect except that the court may award the
 2992  petitioning member reasonable fees and expenses of counsel and
 2993  experts in accordance with subsection (5), and the petitioner
 2994  may continue to pursue any claims previously asserted on behalf
 2995  of the limited liability company.
 2996         (8)A payment by the limited liability company pursuant to
 2997  an order under subsection (3) or subsection (5), other than an
 2998  award of fees and expenses pursuant to subsection (5), is
 2999  subject to s. 605.0405.
 3000         605.0707Articles of dissolution; filing of articles of
 3001  dissolution.—
 3002         (1)Upon the occurrence of an event described in s.
 3003  605.0701(1)-(3), the limited liability company shall deliver for
 3004  filing articles of dissolution as provided in this section.
 3005         (2)The articles of dissolution must state the following:
 3006         (a)The name of the limited liability company.
 3007         (b)The delayed effective date of the limited liability
 3008  company’s dissolution if the dissolution is not to be effective
 3009  on the date the articles of dissolution are filed by the
 3010  department.
 3011         (c)The occurrence that resulted in the limited liability
 3012  company’s dissolution.
 3013         (d)If there are no members, the name, address, and
 3014  signature of the person appointed in accordance with this
 3015  subsection to wind up the company.
 3016         (3)The articles of dissolution of the limited liability
 3017  company shall be delivered to the department. If the department
 3018  finds that the articles of dissolution conform to law, it shall,
 3019  when all fees have been paid as prescribed in this chapter, file
 3020  the articles of dissolution and issue a certificate of
 3021  dissolution.
 3022         (4)Upon the filing of the articles of dissolution, the
 3023  limited liability company shall cease conducting its business
 3024  and shall continue solely for the purpose of winding up its
 3025  affairs in accordance with s. 605.0709, except for the purpose
 3026  of lawsuits, other proceedings, and appropriate action as
 3027  provided in this chapter.
 3028         605.0708Revocation of articles of dissolution.—
 3029         (1)A limited liability company that has dissolved as the
 3030  result of an event described in s. 605.0701(1)-(3) and filed
 3031  articles of dissolution with the department, but has not filed a
 3032  statement of termination which has become effective, may revoke
 3033  its dissolution at any time before 120 days after the effective
 3034  date of its articles of dissolution.
 3035         (2)The revocation of the dissolution shall be authorized
 3036  in the same manner as the dissolution was authorized.
 3037         (3)After the revocation of dissolution is authorized, the
 3038  limited liability company shall deliver a statement of
 3039  revocation of dissolution to the department for filing, together
 3040  with a copy of its articles of dissolution, which must include
 3041  the following:
 3042         (a)The name of the limited liability company.
 3043         (b)The effective date of the dissolution which was
 3044  revoked.
 3045         (c)The date that the statement of revocation of
 3046  dissolution was authorized.
 3047         (4)If there has been substantial compliance with
 3048  subsection (3), the revocation of dissolution is effective when
 3049  the department files the statement of revocation of dissolution.
 3050         (5)When the revocation of dissolution becomes effective:
 3051         (a)The company resumes carrying on its activities and
 3052  affairs as if dissolution had never occurred;
 3053         (b)Subject to paragraph (c), a liability incurred by the
 3054  company after the dissolution and before the revocation is
 3055  effective is determined as if dissolution had never occurred;
 3056  and
 3057         (c)The rights of a third party arising out of conduct in
 3058  reliance on the dissolution before the third party knew or had
 3059  notice of the revocation may not be adversely affected.
 3060         605.0709Winding up.—
 3061         (1)A dissolved limited liability company shall wind up its
 3062  activities and affairs and, except as otherwise provided in ss.
 3063  605.0708 and 605.0715, the company continues after dissolution
 3064  only for the purpose of winding up.
 3065         (2)In winding up its activities and affairs, a limited
 3066  liability company:
 3067         (a)Shall discharge or make provision for the company’s
 3068  debts, obligations, and other liabilities as provided in ss.
 3069  605.0710-605.0713, settle and close the company’s activities and
 3070  affairs, and marshal and distribute the assets of the company;
 3071  and
 3072         (b)May:
 3073         1.Preserve the company’s activities, affairs, and property
 3074  as a going concern for a reasonable time;
 3075         2.Prosecute and defend actions and proceedings, whether
 3076  civil, criminal, or administrative;
 3077         3.Transfer title to the company’s real estate and other
 3078  property;
 3079         4.Settle disputes by mediation or arbitration;
 3080         5.Dispose of its properties that will not be distributed
 3081  in kind to its members; and
 3082         6.Perform other acts necessary or appropriate to the
 3083  winding up.
 3084         (3)If a dissolved limited liability company has no
 3085  members, the legal representative of the last person to have
 3086  been a member may wind up the activities and affairs of the
 3087  company. If the legal representative does so, the person has the
 3088  powers of a sole manager under s. 605.0407(3) and is deemed to
 3089  be a manager for the purposes of s. 605.0304(1).
 3090         (4)If the legal representative under subsection (3)
 3091  declines or fails to wind up the company’s activities and
 3092  affairs, a person may be appointed to do so by the consent of
 3093  the transferees owning a majority of the rights to receive
 3094  distributions as transferees at the time the consent is to be
 3095  effective. A person appointed under this subsection has the
 3096  powers of a sole manager under s. 605.0407(3) and is deemed to
 3097  be a manager for the purposes of s. 605.0304(1).
 3098         (5)A circuit court may order judicial supervision of the
 3099  winding up of a dissolved limited liability company, including
 3100  the appointment of one or more persons to wind up the company’s
 3101  activities and affairs:
 3102         (a)On application of a member or manager if the applicant
 3103  establishes good cause;
 3104         (b)On the application of a transferee if:
 3105         1.The company does not have any members;
 3106         2.The legal representative of the last person to have been
 3107  a member declines or fails to wind up the company’s activities
 3108  and affairs; or
 3109         3.Within a reasonable time following the dissolution a
 3110  person has not been appointed pursuant to subsection (3);
 3111         (c)On application of a creditor of the company if the
 3112  applicant establishes good cause, but only if a receiver,
 3113  custodian, or another person has not already been appointed for
 3114  that purpose under this chapter; or
 3115         (d)In connection with a proceeding under s. 605.0702 if a
 3116  receiver, custodian, or another person has not already been
 3117  appointed for that purpose under s. 605.0704.
 3118         (6)The person or persons appointed by a court under
 3119  subsection (5) may also be designated trustees for or receivers
 3120  of the company with the authority to take charge of the limited
 3121  liability company’s property; to collect the debts and property
 3122  due and belonging to the limited liability company; to prosecute
 3123  and defend, in the name of the limited liability company, or
 3124  otherwise, all such suits as may be necessary or proper for the
 3125  purposes described above; to appoint an agent or agents under
 3126  them; and to do all other acts that might be done by the limited
 3127  liability company, if in being, which may be necessary for the
 3128  final settlement of the unfinished activities and affairs of the
 3129  limited liability company. The powers of the trustees or
 3130  receivers may be continued as long as the court determines is
 3131  necessary for the above purposes.
 3132         (7)A dissolved limited liability company that has
 3133  completed winding up may deliver to the department for filing a
 3134  statement of termination that provides the following:
 3135         (a)The name of the limited liability company.
 3136         (b)The date of filing of its initial articles of
 3137  organization.
 3138         (c)The date of the filing of its articles of dissolution.
 3139         (d)The limited liability company has completed winding up
 3140  its activities and affairs and has determined that it will file
 3141  a statement of termination.
 3142         (e)Other information as determined by the authorized
 3143  representative.
 3144         (8)The manager or managers in office at the time of
 3145  dissolution or the survivors of such manager or managers, or, if
 3146  none, the members, shall thereafter be trustees for the members
 3147  and creditors of the dissolved limited liability company. The
 3148  trustees may distribute property of the limited liability
 3149  company discovered after dissolution, convey real estate and
 3150  other property, and take such other action as may be necessary
 3151  on behalf of and in the name of the dissolved limited liability
 3152  company.
 3153         605.0710Disposition of assets in winding up.—
 3154         (1) In winding up its activities and affairs, a limited
 3155  liability company must apply its assets to discharge its
 3156  obligations to creditors, including members who are creditors.
 3157         (2)After a limited liability company complies with
 3158  subsection (1), the surplus must be distributed in the following
 3159  order, subject to a charging order in effect under s. 605.0503:
 3160         (a)To each person owning a transferable interest that
 3161  reflects contributions made and not previously returned, an
 3162  amount equal to the value of the unreturned contributions; then
 3163         (b)To members and persons dissociated as members, in the
 3164  proportions in which they shared in distributions before
 3165  dissolution, except to the extent necessary to comply with a
 3166  transfer effective under s. 605.0502.
 3167         (3)If the limited liability company does not have
 3168  sufficient surplus to comply with paragraph (2)(a), any surplus
 3169  must be distributed among the owners of transferable interests
 3170  in proportion to the value of their respective unreturned
 3171  contributions.
 3172         (4)All distributions made under subsections (2) and (3)
 3173  must be paid in money.
 3174         605.0711Known claims against dissolved limited liability
 3175  company.—
 3176         (1)A dissolved limited liability company or successor
 3177  entity, as defined in subsection (14), may dispose of the known
 3178  claims against it by following the procedures described in
 3179  subsections (2)-(7).
 3180         (2)A dissolved limited liability company or successor
 3181  entity shall deliver to each of its known claimants written
 3182  notice of the dissolution after its effective date. The written
 3183  notice must do the following:
 3184         (a)Provide a reasonable description of the claim that the
 3185  claimant may be entitled to assert.
 3186         (b)State whether the claim is admitted or not admitted, in
 3187  whole or in part, and, if admitted:
 3188         1.The amount that is admitted, which may be as of a given
 3189  date; and
 3190         2.An interest obligation if fixed by an instrument of
 3191  indebtedness.
 3192         (c)Provide a mailing address to which a claim may be sent.
 3193         (d)State the deadline, which may not be less than 120 days
 3194  after the effective date of the written notice, by which
 3195  confirmation of the claim must be delivered to the dissolved
 3196  limited liability company or successor entity.
 3197         (e)State that the dissolved limited liability company or
 3198  successor entity may make distributions to other claimants and
 3199  to the members or transferees of the limited liability company
 3200  or persons interested without further notice.
 3201         (3)A dissolved limited liability company or successor
 3202  entity may reject, in whole or in part, a claim made by a
 3203  claimant pursuant to this subsection by mailing notice of the
 3204  rejection to the claimant within 90 days after receipt of the
 3205  claim and, in all events, at least 150 days before the
 3206  expiration of the 3-year period after the effective date of
 3207  dissolution. A notice sent by the dissolved limited liability
 3208  company or successor entity pursuant to this subsection must be
 3209  accompanied by a copy of this section.
 3210         (4)A dissolved limited liability company or successor
 3211  entity electing to follow the procedures described in
 3212  subsections (2) and (3) shall also give notice of the
 3213  dissolution of the limited liability company to persons who have
 3214  known claims that are contingent upon the occurrence or
 3215  nonoccurrence of future events or otherwise conditional or
 3216  unmatured and request that the persons present the claims in
 3217  accordance with the terms of the notice. The notice must be in
 3218  substantially the same form and sent in the same manner as
 3219  described in subsection (2).
 3220         (5)A dissolved limited liability company or successor
 3221  entity shall offer a claimant whose known claim is contingent,
 3222  conditional, or unmatured such security as the limited liability
 3223  company or entity determines is sufficient to provide
 3224  compensation to the claimant if the claim matures. The dissolved
 3225  limited liability company or successor entity shall deliver such
 3226  offer to the claimant within 90 days after receipt of the claim
 3227  and, in all events, at least 150 days before expiration of 3
 3228  years after the effective date of dissolution. If the claimant
 3229  that is offered the security does not deliver in writing to the
 3230  dissolved limited liability company or successor entity a notice
 3231  rejecting the offer within 120 days after receipt of the offer
 3232  for security, the claimant is deemed to have accepted such
 3233  security as the sole source from which to satisfy his, her, or
 3234  its claim against the limited liability company.
 3235         (6)A dissolved limited liability company or successor
 3236  entity that gives notice in accordance with subsections (2) and
 3237  (4) shall petition the circuit court in the applicable county to
 3238  determine the amount and form of security that are sufficient to
 3239  provide compensation to a claimant that has rejected the offer
 3240  for security made pursuant to subsection (5).
 3241         (7)A dissolved limited liability company or successor
 3242  entity that has given notice in accordance with subsection (2)
 3243  shall petition the circuit court in the applicable county to
 3244  determine the amount and form of security that will be
 3245  sufficient to provide compensation to claimants whose claims are
 3246  known to the limited liability company or successor entity but
 3247  whose identities are unknown. The court shall appoint a guardian
 3248  ad litem to represent all claimants whose identities are unknown
 3249  in a proceeding brought under this subsection. The reasonable
 3250  fees and expenses of the guardian, including all reasonable
 3251  expert witness fees, shall be paid by the petitioner in the
 3252  proceeding.
 3253         (8)The giving of notice or making of an offer pursuant to
 3254  this section does not revive a claim then barred, extend an
 3255  otherwise applicable statute of limitations, or constitute
 3256  acknowledgment by the dissolved limited liability company or
 3257  successor entity that a person to whom such notice is sent is a
 3258  proper claimant, and does not operate as a waiver of a defense
 3259  or counterclaim in respect of a claim asserted by a person to
 3260  whom such notice is sent.
 3261         (9)A dissolved limited liability company or successor
 3262  entity that followed the procedures described in subsections
 3263  (2)-(7) must:
 3264         (a)Pay the claims admitted or made and not rejected in
 3265  accordance with subsection (3);
 3266         (b)Post the security offered and not rejected pursuant to
 3267  subsection (5);
 3268         (c)Post a security ordered by the circuit court in a
 3269  proceeding under subsections (6) and (7); and
 3270         (d)Pay or make provision for all other known obligations
 3271  of the limited liability company or the successor entity.
 3272  
 3273  If there are sufficient funds, such claims or obligations must
 3274  be paid in full, and a provision for payments must be made in
 3275  full. If there are insufficient funds, the claims and
 3276  obligations shall be paid or provided for according to their
 3277  priority and, among claims of equal priority, ratably to the
 3278  extent of funds that are legally available therefor. Remaining
 3279  funds shall be distributed to the members and transferees of the
 3280  dissolved limited liability company. However, the distribution
 3281  may not be made before the expiration of 150 days after the date
 3282  of the last notice of a rejection given pursuant to subsection
 3283  (3). In the absence of actual fraud, the judgment of the
 3284  managers of a dissolved manager-managed limited liability
 3285  company or the members of a dissolved member-managed limited
 3286  liability company, or other person or persons winding up the
 3287  limited liability company or the governing persons of the
 3288  successor entity, as to the provisions made for the payment of
 3289  all obligations under paragraph (d), is conclusive.
 3290         (10)A dissolved limited liability company or successor
 3291  entity that has not followed the procedures described in
 3292  subsections (2) and (3) shall pay or make reasonable provision
 3293  to pay all known claims and obligations, including all
 3294  contingent, conditional, or unmatured claims known to the
 3295  dissolved limited liability company or the successor entity and
 3296  all claims that are known to the dissolved limited liability
 3297  company or the successor entity but for which the identity of
 3298  the claimant is unknown. If there are sufficient funds, the
 3299  claims must be paid in full, and a provision made for payment
 3300  must be made in full. If there are insufficient funds, the
 3301  claims and obligations shall be paid or provided for according
 3302  to their priority and, among claims of equal priority, ratably
 3303  to the extent of funds that are legally available. Remaining
 3304  funds shall be distributed to the members and transferees of the
 3305  dissolved limited liability company.
 3306         (11)A member or transferee of a dissolved limited
 3307  liability company to which the assets were distributed pursuant
 3308  to subsection (9) or subsection (10) is not liable for a claim
 3309  against the limited liability company in an amount in excess of
 3310  the member’s or transferee’s pro rata share of the claim or the
 3311  amount distributed to the member or transferee, whichever is
 3312  less.
 3313         (12)A member or transferee of a dissolved limited
 3314  liability company to whom the assets were distributed pursuant
 3315  to subsection (9) is not liable for a claim against the limited
 3316  liability company, which claim is known to the limited liability
 3317  company or successor entity and on which a proceeding is not
 3318  begun before the expiration of 3 years after the effective date
 3319  of dissolution.
 3320         (13)The aggregate liability of a person for claims against
 3321  the dissolved limited liability company arising under this
 3322  section or s. 605.0710 may not exceed the amount distributed to
 3323  the person in dissolution.
 3324         (14)As used in this section and s. 605.0710, the term
 3325  “successor entity” includes a trust, receivership, or other
 3326  legal entity governed by the laws of this state to which the
 3327  remaining assets and liabilities of a dissolved limited
 3328  liability company are transferred and which exists solely for
 3329  the purposes of prosecuting and defending suits by or against
 3330  the dissolved limited liability company, thereby enabling the
 3331  dissolved limited liability company to settle and close the
 3332  activities and affairs of the dissolved limited liability
 3333  company, to dispose of and convey the property of the dissolved
 3334  limited liability company, to discharge the liabilities of the
 3335  dissolved limited liability company, and to distribute to the
 3336  dissolved limited liability company’s members or transferees any
 3337  remaining assets, but not for the purpose of continuing the
 3338  activities and affairs for which the dissolved limited liability
 3339  company was organized.
 3340         (15)As used in this section and ss. 605.0712 and 605.0713,
 3341  the term “applicable county” means the county in this state in
 3342  which the limited liability company’s principal office is
 3343  located or was located at the effective date of dissolution; if
 3344  the company has, and at the effective date of dissolution had,
 3345  no principal office in this state, then in the county in which
 3346  the company has, or at the effective date of dissolution had, an
 3347  office in this state; or if none in this state, then in the
 3348  county in which the company’s registered office is or was last
 3349  located.
 3350         (16)As used in this section, the term “known claim” or
 3351  “claim” includes unliquidated claims, but does not include a
 3352  contingent liability that has not matured so that there is no
 3353  immediate right to bring suit or a claim based on an event
 3354  occurring after the effective date of dissolution.
 3355         605.0712Other claims against a dissolved limited liability
 3356  company.—
 3357         (1)A dissolved limited liability company or successor
 3358  entity, as defined in s. 605.0711(14), may choose to execute one
 3359  of the following procedures to resolve payment of unknown
 3360  claims:
 3361         (a)The company or successor entity may file notice of its
 3362  dissolution with the department on the form prescribed by the
 3363  department and request that persons who have claims against the
 3364  company which are not known to the company or successor entity
 3365  present them in accordance with the notice. The notice must:
 3366         1.State the name of the company and the date of
 3367  dissolution;
 3368         2.Describe the information that must be included in a
 3369  claim, state that the claim must be in writing, and provide a
 3370  mailing address to which the claim may be sent; and
 3371         3.State that a claim against the company is barred unless
 3372  an action to enforce the claim is commenced within 4 years after
 3373  the filing of the notice.
 3374         (b)The company or successor entity may publish notice of
 3375  its dissolution and request persons who have claims against the
 3376  company to present them in accordance with the notice. The
 3377  notice must:
 3378         1.Be published in a newspaper of general circulation in
 3379  the county in which the dissolved limited liability company’s
 3380  principal office is located or, if the principal office is not
 3381  located in this state, in the county in which the office of the
 3382  company’s registered agent is or was last located;
 3383         2.Describe the information that must be included in a
 3384  claim, state that the claim must be in writing, and provide a
 3385  mailing address to which the claim is to be sent; and
 3386         3.State that a claim against the company is barred unless
 3387  an action to enforce the claim is commenced within 4 years after
 3388  publication of the notice.
 3389         (2)If a dissolved limited liability company complies with
 3390  paragraph (1)(a) or paragraph (1)(b), unless sooner barred by
 3391  another statute limiting actions, the claim of each of the
 3392  following claimants is barred unless the claimant commences an
 3393  action to enforce the claim against the dissolved limited
 3394  liability company within 4 years after the publication date of
 3395  the notice:
 3396         (a)A claimant that did not receive notice in a record
 3397  under s. 605.0711;
 3398         (b)A claimant whose claim was timely sent to the dissolved
 3399  limited liability company but not acted on; and
 3400         (c)A claimant whose claim is contingent at or based on an
 3401  event occurring after the effective date of dissolution.
 3402         (3)A claim that is not barred by this section, s.
 3403  608.0711, or another statute limiting actions, may be enforced:
 3404         (a)Against a dissolved limited liability company, to the
 3405  extent of its undistributed assets; and
 3406         (b)Except as otherwise provided in s. 605.0713, if assets
 3407  of the limited liability company have been distributed after
 3408  dissolution, against a member or transferee to the extent of
 3409  that person’s proportionate share of the claim or of the
 3410  company’s assets distributed to the member or transferee after
 3411  dissolution, whichever is less, but a person’s total liability
 3412  for all claims under this subsection may not exceed the total
 3413  amount of assets distributed to the person after dissolution.
 3414         (4)This section does not extend an otherwise applicable
 3415  statute of limitations.
 3416         605.0713Court proceedings.—
 3417         (1)A dissolved limited liability company that has filed or
 3418  published a notice under s. 605.0712(1)(a) or (1)(b) may file an
 3419  application with the circuit court in the applicable county, as
 3420  defined in s. 605.0711(15), for a determination of the amount
 3421  and form of security to be provided for payment of claims that
 3422  are contingent, have not been made known to the company, or are
 3423  based on an event occurring after the effective date of
 3424  dissolution but which, based on the facts known to the dissolved
 3425  company, are reasonably expected to arise after the effective
 3426  date of dissolution. Security is not required for a claim that
 3427  is, or is reasonably anticipated to be, barred under s.
 3428  605.0712.
 3429         (2)Within 10 days after filing an application under
 3430  subsection (1), the dissolved limited liability company must
 3431  give notice of the proceeding to each claimant holding a
 3432  contingent claim known to the company.
 3433         (3)In a proceeding under this section, the court may
 3434  appoint a guardian ad litem to represent all claimants whose
 3435  identities are unknown. The reasonable fees and expenses of the
 3436  guardian ad litem, including all reasonable expert witness fees,
 3437  must be paid by the dissolved limited liability company.
 3438         (4)A dissolved limited liability company that provides
 3439  security in the amount and form ordered by the court under
 3440  subsection (1) satisfies the company’s obligations with respect
 3441  to claims that are contingent, have not been made known to the
 3442  company, or are based on an event occurring after the effective
 3443  date of dissolution, and such claims may not be enforced against
 3444  a member or transferee that received assets in liquidation.
 3445         605.0714Administrative dissolution.—
 3446         (1)The department may dissolve a limited liability company
 3447  administratively if the company does not:
 3448         (a)Deliver its annual report to the department by 5:00
 3449  p.m. Eastern Time on the third Friday in September of each year;
 3450         (b)Pay a fee or penalty due to the department under this
 3451  chapter;
 3452         (c)Appoint and maintain a registered agent as required
 3453  under s. 605.0113; or
 3454         (d)Deliver for filing a statement of a change under s.
 3455  605.0114 within 30 days after a change has occurred in the name
 3456  or address of the agent unless, within 30 days after the change
 3457  occurred:
 3458         1.The agent filed a statement of change under s. 605.0116;
 3459  or
 3460         2.The change was made accordance with s. 605.0114(4).
 3461         (2)Administrative dissolution of a limited liability
 3462  company for failure to file an annual report must occur on the
 3463  fourth Friday in September of each year. The department shall
 3464  issue a notice in a record of administrative dissolution to the
 3465  limited liability company dissolved for failure to file an
 3466  annual report. Issuance of the notice may be by electronic
 3467  transmission to a limited liability company that has provided
 3468  the department with an e-mail address.
 3469         (3)If the department determines that one or more grounds
 3470  exist for administratively dissolving a limited liability
 3471  company under paragraph (1)(b), paragraph (1)(c), or paragraph
 3472  (1)(d), the department shall serve notice in a record to the
 3473  limited liability company of its intent to administratively
 3474  dissolve the limited liability company. Issuance of the notice
 3475  may be by electronic transmission to a limited liability company
 3476  that has provided the department with an e-mail address.
 3477         (4)If, within 60 days after sending the notice of intent
 3478  to administratively dissolve pursuant to subsection (3), a
 3479  limited liability company does not correct each ground for
 3480  dissolution under paragraph (1)(b), paragraph (1)(c), or
 3481  paragraph (1)(d) or demonstrate to the reasonable satisfaction
 3482  of the department that each ground determined by the department
 3483  does not exist, the department shall dissolve the limited
 3484  liability company administratively and issue to the company a
 3485  notice in a record of administrative dissolution that states the
 3486  grounds for dissolution. Issuance of the notice of
 3487  administrative dissolution may be by electronic transmission to
 3488  a limited liability company that has provided the department
 3489  with an e-mail address.
 3490         (5)A limited liability company that has been
 3491  administratively dissolved continues in existence but may only
 3492  carry on activities necessary to wind up its activities and
 3493  affairs, liquidate and distribute its assets, and notify
 3494  claimants under ss. 605.0711 and 605.0712.
 3495         (6)The administrative dissolution of a limited liability
 3496  company does not terminate the authority of its registered agent
 3497  for service of process.
 3498         605.0715Reinstatement.—
 3499         (1)A limited liability company that is administratively
 3500  dissolved under s. 605.0714 may apply to the department for
 3501  reinstatement at any time after the effective date of
 3502  dissolution. The company must submit a form of application for
 3503  reinstatement prescribed and furnished by the department and
 3504  provide all of the information required by the department,
 3505  together with all fees and penalties then owed by the company at
 3506  the rates provided by law at the time the company applies for
 3507  reinstatement.
 3508         (2)If the department determines that an application for
 3509  reinstatement contains the information required under subsection
 3510  (1) and that the information is correct, upon payment of all
 3511  required fees and penalties, the department shall reinstate the
 3512  limited liability company.
 3513         (3)When reinstatement under this section becomes
 3514  effective:
 3515         (a)The reinstatement relates back to and takes effect as
 3516  of the effective date of the administrative dissolution.
 3517         (b)The limited liability company may resume its activities
 3518  and affairs as if the administrative dissolution had not
 3519  occurred.
 3520         (c)The rights of a person arising out of an act or
 3521  omission in reliance on the dissolution before the person knew
 3522  or had notice of the reinstatement are not affected.
 3523         (4)The name of the dissolved limited liability company is
 3524  not available for assumption or use by another business entity
 3525  until 1 year after the effective date of dissolution unless the
 3526  dissolved limited liability company provides the department with
 3527  a record executed as required pursuant to s. 605.0203 permitting
 3528  the immediate assumption or use of the name by another limited
 3529  liability company.
 3530         605.0716Judicial review of denial of reinstatement.—
 3531         (1) If the department denies a limited liability company’s
 3532  application for reinstatement after administrative dissolution,
 3533  the department shall serve the company with a notice in a record
 3534  that explains the reason or reasons for the denial.
 3535         (2)Within 30 days after service of a notice of denial of
 3536  reinstatement, a limited liability company may appeal the denial
 3537  by petitioning the circuit court in the applicable county, as
 3538  defined in s. 605.0711(15), to set aside the dissolution. The
 3539  petition must be served on the department and contain a copy of
 3540  the department’s notice of administrative dissolution, the
 3541  company’s application for reinstatement, and the department’s
 3542  notice of denial.
 3543         (3)The court may order the department to reinstate a
 3544  dissolved limited liability company or take other action the
 3545  court considers appropriate.
 3546         605.0717Effect of dissolution.—
 3547         (1)Dissolution of a limited liability company does not:
 3548         (a)Transfer title to the limited liability company’s
 3549  assets;
 3550         (b)Prevent commencement of a proceeding by or against the
 3551  limited liability company in its name;
 3552         (c)Abate or suspend a proceeding pending by or against the
 3553  limited liability company on the effective date of dissolution;
 3554  or
 3555         (d)Terminate the authority of the registered agent of the
 3556  limited liability company.
 3557         (2)Except as provided in s. 605.0715(4), the name of the
 3558  dissolved limited liability company is not available for
 3559  assumption or use by another business entity until 120 days
 3560  after the effective date of dissolution or filing of a statement
 3561  of termination, if earlier.
 3562         605.0801Direct action by member.—
 3563         (1)Subject to subsection (2), a member may maintain a
 3564  direct action against another member, a manager, or the limited
 3565  liability company to enforce the member’s rights and otherwise
 3566  protect the member’s interests, including rights and interests
 3567  under the operating agreement or this chapter or arising
 3568  independently of the membership relationship.
 3569         (2)A member maintaining a direct action under this section
 3570  must plead and prove an actual or threatened injury that is not
 3571  solely the result of an injury suffered or threatened to be
 3572  suffered by the limited liability company.
 3573         605.0802Derivative action.—A member may maintain a
 3574  derivative action to enforce a right of a limited liability
 3575  company if:
 3576         (1)The member first makes a demand on the other members in
 3577  a member-managed limited liability company or the managers of a
 3578  manager-managed limited liability company requesting that the
 3579  managers or other members cause the company to take suitable
 3580  action to enforce the right, and the managers or other members
 3581  do not take the action within a reasonable time, not to exceed
 3582  90 days; or
 3583         (2)A demand under subsection (1) would be futile, or
 3584  irreparable injury would result to the company by waiting for
 3585  the other members or the managers to take action to enforce the
 3586  right in accordance with subsection (1).
 3587         605.0803Proper plaintiff.—A derivative action to enforce a
 3588  right of a limited liability company may be maintained only by a
 3589  person who is a member at the time the action is commenced and:
 3590         (1)Was a member when the conduct giving rise to the action
 3591  occurred; or
 3592         (2)Whose status as a member devolved on the person by
 3593  operation of law or pursuant to the terms of the operating
 3594  agreement from a person who was a member at the time of the
 3595  conduct.
 3596         605.0804Special litigation committee.—
 3597         (1)If a limited liability company is named as or made a
 3598  party in a derivative action, the company may appoint a special
 3599  litigation committee to investigate the claims asserted in the
 3600  derivative action and determine whether pursuing the action is
 3601  in the best interest of the company. If the company appoints a
 3602  special litigation committee, on motion, except for good cause
 3603  shown, the court may stay any derivative action for the time
 3604  reasonably necessary to permit the committee to make its
 3605  investigation. This subsection does not prevent the court from:
 3606         (a)Enforcing a person’s rights under the company’s
 3607  operating agreement or this chapter, including the person’s
 3608  rights to information under s. 605.0410; or
 3609         (b)Exercising its equitable or other powers, including
 3610  granting extraordinary relief in the form of a temporary
 3611  restraining order or preliminary injunction.
 3612         (2)A special litigation committee must be composed of one
 3613  or more disinterested and independent individuals, who may be
 3614  members.
 3615         (3)A special litigation committee may be appointed:
 3616         (a)In a member-managed limited liability company, by the
 3617  consent of the members who are not named as parties in the
 3618  derivative action, who are otherwise disinterested and
 3619  independent, and who hold a majority of the current percentage
 3620  or other interest in the profits of the company owned by all of
 3621  the members of the company who are not named as parties in the
 3622  derivative action and who are otherwise disinterested and
 3623  independent;
 3624         (b)In a manager-managed limited liability company, by a
 3625  majority of the managers not named as parties in the derivative
 3626  action and who are otherwise disinterested and independent; or
 3627         (c)Upon motion by the limited liability company,
 3628  consisting of a panel of one or more disinterested and
 3629  independent persons.
 3630         (4)After appropriate investigation, a special litigation
 3631  committee shall determine what action is in the best interest of
 3632  the limited liability company, including continuing, dismissing,
 3633  or settling the derivative action or taking another action that
 3634  the special litigation committee deems appropriate.
 3635         (5)After making a determination under subsection (4), a
 3636  special litigation committee shall file or cause to be filed
 3637  with the court a statement of its determination and its report
 3638  supporting its determination and shall serve each party to the
 3639  derivative action with a copy of the determination and report.
 3640  Upon motion to enforce the determination of the special
 3641  litigation committee, the court shall determine whether the
 3642  members of the committee were disinterested and independent and
 3643  whether the committee conducted its investigation and made its
 3644  recommendation in good faith, independently, and with reasonable
 3645  care, with the committee having the burden of proof. If the
 3646  court finds that the members of the committee were disinterested
 3647  and independent and that the committee acted in good faith,
 3648  independently, and with reasonable care, the court may enforce
 3649  the determination of the committee. Otherwise, the court shall
 3650  dissolve any stay of derivative action entered under subsection
 3651  (1) and allow the derivative action to continue under the
 3652  control of the plaintiff.
 3653         605.0805Proceeds and expenses.—
 3654         (1)Except as otherwise provided in subsection (2):
 3655         (a)Proceeds or other benefits of a derivative action under
 3656  s. 605.0802, whether by judgment, compromise, or settlement,
 3657  belong to the limited liability company and not to the
 3658  plaintiff; and
 3659         (b)If the plaintiff receives any proceeds, the plaintiff
 3660  shall remit them immediately to the company.
 3661         (2)If a derivative action under s. 608.0802 is successful
 3662  in whole or in part, the court may award the plaintiff
 3663  reasonable expenses, including reasonable attorney fees and
 3664  costs, from the recovery of the limited liability company.
 3665         605.0806Voluntary dismissal or settlement; notice.—
 3666         (1)A derivative action on behalf of a limited liability
 3667  company may not be voluntarily dismissed or settled without the
 3668  court’s approval.
 3669         (2) If the court determines that a proposed voluntary
 3670  dismissal or settlement will substantially affect the interest
 3671  of the limited liability company’s members or a class, series,
 3672  or voting group of members, the court shall direct that notice
 3673  be given to the members affected. The court may determine which
 3674  party or parties to the derivative action shall bear the expense
 3675  of giving the notice.
 3676         605.0901Governing law.—
 3677         (1)The law of the state or other jurisdiction under which
 3678  a foreign limited liability company exists governs:
 3679         (a)The organization and internal affairs of the foreign
 3680  limited liability company; and
 3681         (b)The liability of a member as member and a manager as
 3682  manager for the debts, obligations, or other liabilities of the
 3683  foreign limited liability company.
 3684         (2)A foreign limited liability company may not be denied a
 3685  certificate of authority by reason of a difference between its
 3686  jurisdiction of formation and the laws of this state.
 3687         (3)A certificate of authority does not authorize a foreign
 3688  limited liability company to engage in any business or exercise
 3689  any power that a limited liability company may not engage in or
 3690  exercise in this state.
 3691         605.0902Application for certificate of authority.—
 3692         (1)A foreign limited liability company may not transact
 3693  business in this state until it obtains a certificate of
 3694  authority from the department. A foreign limited liability
 3695  company may apply for a certificate of authority to transact
 3696  business in this state by delivering an application to the
 3697  department for filing. Such application must be made on forms
 3698  prescribed by the department. The application must contain the
 3699  following:
 3700         (a)The name of the foreign limited liability company and,
 3701  if the name does not comply with s. 605.0112, an alternate name
 3702  adopted pursuant to s. 605.0906.
 3703         (b)The name of the foreign limited liability company’s
 3704  jurisdiction of formation.
 3705         (c)The principal office and mailing addresses of the
 3706  foreign limited liability company.
 3707         (d)The name and street address in this state of, and the
 3708  written acceptance by, the foreign limited liability company’s
 3709  initial registered agent in this state.
 3710         (e)The name, title or capacity, and address of at least
 3711  one person who has the authority to manage the foreign limited
 3712  liability company.
 3713         (f)Additional information as may be necessary or
 3714  appropriate in order to enable the department to determine
 3715  whether the foreign limited liability company is entitled to
 3716  file an application for a certificate of authority to transact
 3717  business in this state and to determine and assess the fees as
 3718  prescribed in this chapter.
 3719         (2)A foreign limited liability company shall deliver with
 3720  a completed application under subsection (1) a certificate of
 3721  existence or a record of similar import signed by the Secretary
 3722  of State or other official having custody of the foreign limited
 3723  liability company’s publicly filed records in its jurisdiction
 3724  of formation, dated not more than 90 days before the delivery of
 3725  the application to the department.
 3726         (3)For purposes of complying with the requirements of this
 3727  chapter, the department may require each individual series or
 3728  cell of a foreign series limited liability company that
 3729  transacts business in this state to make a separate application
 3730  for certificate of authority, and to make such other filings as
 3731  may be required for purposes of complying with the requirements
 3732  of this chapter as if each such series or cell were a separate
 3733  foreign limited liability company.
 3734         605.0903Effect of a certificate of authority.—
 3735         (1)Unless the department determines that an application
 3736  for a certificate of authority of a foreign limited liability
 3737  company to transact business in this state does not comply with
 3738  the filing requirements of this chapter, the department shall,
 3739  upon payment of all filing fees, authorize the foreign limited
 3740  liability company to transact business in this state and file
 3741  the application for a certificate of authority.
 3742         (2)The filing by the department of an application for a
 3743  certificate of authority authorizes the foreign limited
 3744  liability company that files the application to transact
 3745  business in this state, subject, however, to the right of the
 3746  department to suspend or revoke the certificate of authority as
 3747  provided in this chapter.
 3748         605.0904Effect of failure to have certificate of
 3749  authority.—
 3750         (1)A foreign limited liability company transacting
 3751  business in this state or its successors may not maintain an
 3752  action or proceeding in this state unless it has a certificate
 3753  of authority to transact business in this state.
 3754         (2)The successor to a foreign limited liability company
 3755  that transacted business in this state without a certificate of
 3756  authority and the assignee of a cause of action arising out of
 3757  that business may not maintain a proceeding based on that cause
 3758  of action in a court in this state until the foreign limited
 3759  liability company or its successor obtains a certificate of
 3760  authority.
 3761         (3)A court may stay a proceeding commenced by a foreign
 3762  limited liability company or its successor or assignee until it
 3763  determines whether the foreign limited liability company or its
 3764  successor requires a certificate of authority. If it so
 3765  determines, the court may further stay the proceeding until the
 3766  foreign limited liability company or its successor obtains the
 3767  certificate.
 3768         (4)The failure of a foreign limited liability company to
 3769  have a certificate of authority to transact business in this
 3770  state does not impair the validity of a contract or act of the
 3771  foreign limited liability company or prevent the foreign limited
 3772  liability company from defending an action or proceeding in this
 3773  state.
 3774         (5)A member or manager of a foreign limited liability
 3775  company is not liable for the debts, obligations, or other
 3776  liabilities of the foreign limited liability company solely
 3777  because the foreign limited liability company transacted
 3778  business in this state without a certificate of authority.
 3779         (6)If a foreign limited liability company transacts
 3780  business in this state without a certificate of authority or
 3781  cancels its certificate of authority, it appoints the department
 3782  as its agent for service of process for rights of action arising
 3783  out of the transaction of business in this state.
 3784         (7)A foreign limited liability company that transacts
 3785  business in this state without obtaining a certificate of
 3786  authority is liable to this state for the years or parts thereof
 3787  during which it transacted business in this state without
 3788  obtaining a certificate of authority in an amount equal to all
 3789  fees and penalties that would have been imposed by this chapter
 3790  upon the foreign limited liability company had it duly applied
 3791  for and received a certificate authority to transact business in
 3792  this state as required under this chapter. In addition to the
 3793  payments thus prescribed, the foreign limited liability company
 3794  is liable for a civil penalty of at least $500 but not more than
 3795  $1,000 for each year or part thereof during which it transacts
 3796  business in this state without a certificate of authority. The
 3797  department may collect all penalties due under this subsection.
 3798         605.0905Activities not constituting transacting business.—
 3799         (1) The following activities, among others, do not
 3800  constitute transacting business within the meaning of s.
 3801  605.0902(1):
 3802         (a)Maintaining, defending, or settling any proceeding.
 3803         (b)Holding meetings of the managers or members or carrying
 3804  on other activities concerning internal company affairs.
 3805         (c)Maintaining bank accounts.
 3806         (d)Maintaining managers or agencies for the transfer,
 3807  exchange, and registration of the foreign limited liability
 3808  company’s own securities or maintaining trustees or depositaries
 3809  with respect to those securities.
 3810         (e)Selling through independent contractors.
 3811         (f)Soliciting or obtaining orders, whether by mail or
 3812  through employees, agents, or otherwise, if the orders require
 3813  acceptance outside this state before they become contracts.
 3814         (g)Creating or acquiring indebtedness, mortgages, and
 3815  security interests in real or personal property.
 3816         (h)Securing or collecting debts or enforcing mortgages and
 3817  security interests in property securing the debts.
 3818         (i)Transacting business in interstate commerce.
 3819         (j)Conducting an isolated transaction that is completed
 3820  within 30 days and that is not one in the course of repeated
 3821  transactions of a like nature.
 3822         (k)Owning and controlling a subsidiary corporation
 3823  incorporated in or limited liability company formed in, or
 3824  transacting business within, this state; voting the stock of any
 3825  such subsidiary corporation; or voting the membership interests
 3826  of any such limited liability company, which it has lawfully
 3827  acquired.
 3828         (l)Owning a limited partner interest in a limited
 3829  partnership that is transacting business within this state,
 3830  unless the limited partner manages or controls the partnership
 3831  or exercises the powers and duties of a general partner.
 3832         (m)Owning, without more, real or personal property.
 3833         (2)The list of activities in subsection (1) is not an
 3834  exhaustive list of activities that constitute transacting
 3835  business within the meaning of s. 605.0902(1).
 3836         (3)The ownership in this state of income-producing real
 3837  property or tangible personal property, other than property
 3838  excluded under subsection (1), constitutes transacting business
 3839  in this state for purposes of s. 605.0902(1).
 3840         (4)This section does not apply when determining the
 3841  contacts or activities that may subject a foreign limited
 3842  liability company to service of process, taxation, or regulation
 3843  under the law of this state other than this chapter.
 3844         605.0906Noncomplying name of foreign limited liability
 3845  company.—
 3846         (1)A foreign limited liability company whose name is
 3847  unavailable under or whose name does not otherwise comply with
 3848  s. 605.0112 may use an alternate name that complies with s.
 3849  605.0112 to transact business in this state. An alternate name
 3850  adopted for use in this state shall be cross-referenced to the
 3851  actual name of the foreign limited liability company in the
 3852  records of the department. If the actual name of the foreign
 3853  limited liability company subsequently becomes available in this
 3854  state or the foreign limited liability company chooses to change
 3855  its alternate name, a copy of the record approving the change by
 3856  its members, managers, or other persons having the authority to
 3857  do so, and executed as required pursuant to s. 605.0203, shall
 3858  be delivered to the department for filing.
 3859         (2)A foreign limited liability company that adopts an
 3860  alternate name under subsection (1) and obtains a certificate of
 3861  authority with the alternate name need not comply with s.
 3862  865.09.
 3863         (3)After obtaining a certificate of authority with an
 3864  alternate name, a foreign limited liability company shall
 3865  transact business in this state under the alternate name unless
 3866  the company is authorized under s. 865.09 to transact business
 3867  in this state under another name.
 3868         (4)If a foreign limited liability company authorized to
 3869  transact business in this state changes its name to one that
 3870  does not comply with s. 605.0112, it may not thereafter transact
 3871  business in this state until it complies with subsection (1) and
 3872  obtains an amended certificate of authority.
 3873         605.0907Amendment to certificate of authority.—
 3874         (1)A foreign limited liability company authorized to
 3875  transact business in this state shall deliver for filing an
 3876  amendment to its certificate of authority to reflect the change
 3877  of any of the following:
 3878         (a)Its name on the records of the department.
 3879         (b)Its jurisdiction of formation.
 3880         (c)The name and street address in this state of the
 3881  company’s registered agent in this state, unless the change was
 3882  timely made in accordance with s. 605.0114 or s. 605.0116.
 3883         (d)Any person identified in accordance with s.
 3884  605.0902(1)(e), or a change in the title or capacity or address
 3885  of that person.
 3886         (2) The amendment must be filed within 30 days after the
 3887  occurrence of a change described in subsection (1), must be
 3888  signed by an authorized representative of the foreign limited
 3889  liability company, and must state the following:
 3890         (a)The name of the foreign limited liability company as it
 3891  appears on the records of the department.
 3892         (b)Its jurisdiction of formation.
 3893         (c)The date the foreign limited liability company was
 3894  authorized to transact business this state.
 3895         (d)If the name of the foreign limited liability company
 3896  has been changed, the name relinquished and its new name.
 3897         (e)If the amendment changes the jurisdiction of formation
 3898  of the foreign limited liability company, a statement of that
 3899  change.
 3900         (3)Subject to subsection (4), a foreign limited liability
 3901  company authorized to do business in this state may make
 3902  application to the department to obtain an amended certificate
 3903  of authority to add, remove, or change the name, title,
 3904  capacity, or address of a person who has the authority to manage
 3905  the foreign limited liability company.
 3906         (4)The requirements of s. 605.0902(2) for obtaining an
 3907  original certificate of authority apply to obtaining an amended
 3908  certificate under this section unless the Secretary of State or
 3909  other official having custody of the foreign limited liability
 3910  company’s publicly filed records in its jurisdiction of
 3911  formation did not require an amendment to effectuate the change
 3912  on its records.
 3913         605.0908Revocation of certificate of authority.—
 3914         (1)A certificate of authority of a foreign limited
 3915  liability company to transact business in this state may be
 3916  revoked by the department if:
 3917         (a)The foreign limited liability company does not deliver
 3918  its annual report to the department by 5 p.m. Eastern Time on
 3919  the third Friday in September of each year;
 3920         (b)The foreign limited liability company does not pay a
 3921  fee or penalty due to the department under this chapter;
 3922         (c)The foreign limited liability company does not appoint
 3923  and maintain a registered agent as required under s. 605.0113;
 3924         (d)The foreign limited liability company does not deliver
 3925  for filing a statement of a change under s. 605.0114 within 30
 3926  days after a change has occurred in the name or address of the
 3927  agent, unless, within 30 days after the change occurred, either:
 3928         1.The registered agent files a statement of change under
 3929  s. 605.0116; or
 3930         2.The change was made in accordance with s. 605.0114(4) or
 3931  s. 605.0907(1)(d);
 3932         (e)The foreign limited liability company has failed to
 3933  amend its certificate of authority to reflect a change in its
 3934  name on the records of the department or its jurisdiction of
 3935  formation;
 3936         (f)The department receives a duly authenticated
 3937  certificate from the official having custody of records in the
 3938  company’s jurisdiction of formation stating that it has been
 3939  dissolved or is no longer active on the official’s records;
 3940         (g)The foreign limited liability company’s period of
 3941  duration has expired;
 3942         (h)A member, manager, or agent of the foreign limited
 3943  liability company signs a document that the member, manager, or
 3944  agent knew was false in a material respect with the intent that
 3945  the document be delivered to the department for filing; or
 3946         (i)The foreign limited liability company has failed to
 3947  answer truthfully and fully, within the time prescribed in s.
 3948  605.1104, interrogatories propounded by the department.
 3949         (2)Revocation of a foreign limited liability company’s
 3950  certificate of authority for failure to file an annual report
 3951  shall occur on the 4th Friday in September of each year. The
 3952  department shall issue a notice in a record of the revocation to
 3953  the revoked foreign limited liability company. Issuance of the
 3954  notice may be by electronic transmission to a foreign limited
 3955  liability company that has provided the department with an e
 3956  mail address.
 3957         (3)If the department determines that one or more grounds
 3958  exist under paragraphs (1)(b)–(i) for revoking a foreign limited
 3959  liability company’s certificate of authority, the department
 3960  shall issue a notice in a record to the foreign limited
 3961  liability company of the department’s intent to revoke the
 3962  certificate of authority. Issuance of the notice may be by
 3963  electronic transmission to a foreign limited liability company
 3964  that has provided the department with an e-mail address.
 3965         (4)If, within 60 days after the department sends the
 3966  notice of intent to revoke in accordance with subsection (3),
 3967  the foreign limited liability company does not correct each
 3968  ground for revocation or demonstrate to the reasonable
 3969  satisfaction of the department that each ground determined by
 3970  the department does not exist, the department shall revoke the
 3971  foreign limited liability company’s authority to transact
 3972  business in this state and issue a notice in a record of
 3973  revocation which states the grounds for revocation. Issuance of
 3974  the notice may be by electronic transmission to a foreign
 3975  limited liability company that has provided the department with
 3976  an e-mail address.
 3977         605.0909Reinstatement following revocation of certificate
 3978  of authority.—
 3979         (1)A foreign limited liability company whose certificate
 3980  of authority has been revoked may apply to the department for
 3981  reinstatement at any time after the effective date of the
 3982  revocation. The foreign limited liability company applying for
 3983  reinstatement must provide information in a form prescribed and
 3984  furnished by the department and pay all fees and penalties then
 3985  owed by the foreign limited liability company at rates provided
 3986  by law at the time the foreign limited liability company applies
 3987  for reinstatement.
 3988         (2)If the department determines that an application for
 3989  reinstatement contains the information required under subsection
 3990  (1) and that the information is correct, upon payment of all
 3991  required fees and penalties, the department shall reinstate the
 3992  foreign limited liability company’s certificate of authority.
 3993         (3)When a reinstatement becomes effective, it relates back
 3994  to and takes effect as of the effective date of the revocation
 3995  of authority and the foreign limited liability company may
 3996  resume its activities in this state as if the revocation of
 3997  authority had not occurred.
 3998         (4)The name of the foreign limited liability company whose
 3999  certificate of authority has been revoked is not available for
 4000  assumption or use by another business entity until 1 year after
 4001  the effective date of revocation of authority unless the limited
 4002  liability company provides the department with a record executed
 4003  pursuant to s. 605.0203 which authorizes the immediate
 4004  assumption or use of its name by another limited liability
 4005  company.
 4006         (5)If the name of the foreign limited liability company
 4007  applying for reinstatement has been lawfully assumed in this
 4008  state by another business entity, the department shall require
 4009  the foreign limited liability company to comply with s. 605.0906
 4010  before accepting its application for reinstatement.
 4011         605.0910Withdrawal and cancellation of certificate of
 4012  authority.—To cancel its certificate of authority to transact
 4013  business in this state, a foreign limited liability company must
 4014  deliver to the department for filing a notice of withdrawal of
 4015  certificate of authority. The certificate is canceled when the
 4016  notice becomes effective pursuant to s. 605.0207. The notice of
 4017  withdrawal of certificate of authority must be signed by an
 4018  authorized representative and state the following:
 4019         (1)The name of the foreign limited liability company as it
 4020  appears on the records of the department.
 4021         (2)The name of the foreign limited liability company’s
 4022  jurisdiction of formation.
 4023         (3)The date the foreign limited liability company was
 4024  authorized to transact business in this state.
 4025         (4)The foreign limited liability company is withdrawing
 4026  its certificate of authority in this state.
 4027         605.0911Withdrawal deemed on conversion to domestic filing
 4028  entity.—A registered foreign limited liability company that
 4029  converts to a domestic limited liability company or to another
 4030  domestic entity that is organized, incorporated, registered or
 4031  otherwise formed through the delivery of a record to the
 4032  department for filing is deemed to have withdrawn its
 4033  certificate of authority on the effective date of the
 4034  conversion.
 4035         605.0912Withdrawal on dissolution, merger, or conversion
 4036  to nonfiling entity.—
 4037         (1) A registered foreign limited liability company that has
 4038  dissolved and completed winding up, merged into a foreign entity
 4039  that is not registered in this state, or has converted to a
 4040  domestic or foreign entity that is not organized, incorporated,
 4041  registered or otherwise formed through the public filing of a
 4042  record, shall deliver a notice of withdrawal of certificate of
 4043  authority to the department for filing in accordance with s.
 4044  605.0910.
 4045         (2) After a withdrawal under this section of a foreign
 4046  entity that has converted to another type of entity is
 4047  effective, service of process in any action or proceeding based
 4048  on a cause of action arising during the time the foreign limited
 4049  liability company was registered to do business in this state
 4050  may be made pursuant to s. 605.0117.
 4051         605.0913Action by Department of Legal Affairs.—The
 4052  Department of Legal Affairs may maintain an action to enjoin a
 4053  foreign limited liability company from transacting business in
 4054  this state in violation of this chapter.
 4055         605.1001Relationship of the provisions of ss. 605.1001
 4056  605.1072 to other laws.—
 4057         (1)The provisions of ss. 605.1001-605.1072 do not
 4058  authorize an act prohibited by, and do not affect the
 4059  application or requirements of, law other than the provisions of
 4060  ss. 605.1001-605.1072.
 4061         (2)A transaction effected under ss. 605.1001-605.1072 may
 4062  not create or impair a right or obligation on the part of a
 4063  person under a provision of the law of this state other than ss.
 4064  605.1001-605.1072, relating to a change in control, takeover,
 4065  business combination, control-share acquisition, or similar
 4066  transaction involving a merging, acquiring, or converting
 4067  domestic business corporation unless:
 4068         (a)If the corporation does not survive the transaction,
 4069  the transaction satisfies the requirements of the provision; or
 4070         (b)If the corporation survives the transaction, the
 4071  approval of the plan is by a vote of the shareholders or
 4072  directors which would be sufficient to create or impair the
 4073  right or obligation directly under the provision.
 4074         605.1002Charitable and donative provisions.—
 4075         (1) Property held for a charitable purpose under the law of
 4076  this state by a domestic or foreign entity immediately before a
 4077  transaction under this chapter becomes effective may not, as a
 4078  result of the transaction, be diverted from the objects for
 4079  which it was donated, granted, devised, or otherwise transferred
 4080  unless, to the extent required under or pursuant to the law of
 4081  this state concerning cy pres or other law dealing with
 4082  nondiversion of charitable assets, the entity obtains an
 4083  appropriate order of the appropriate court specifying the
 4084  disposition of the property.
 4085         (2)A bequest, devise, gift, grant, or promise contained in
 4086  a will or other instrument of donation, subscription, or
 4087  conveyance that is made to a merging entity that is not the
 4088  surviving entity and that takes effect or remains payable after
 4089  the merger inures to the surviving entity. A trust obligation
 4090  that would govern property if transferred to the nonsurviving
 4091  entity applies to property that is transferred to the surviving
 4092  entity under this section.
 4093         605.1003Status of filings.—A filing under ss. 605.1001
 4094  605.1072 signed by a domestic entity becomes part of the public
 4095  organic record of the entity if the entity’s organic law
 4096  provides that similar filings under that law become part of the
 4097  public organic record of the entity.
 4098         605.1004Nonexclusivity.—The fact that a transaction under
 4099  ss. 605.1001-605.1072 produces a certain result does not
 4100  preclude the same result from being accomplished in any other
 4101  manner authorized under a law other than the provisions of ss.
 4102  605.1001-605.1072.
 4103         605.1005Reference to external facts.—A plan may refer to
 4104  facts ascertainable outside the plan if the manner in which the
 4105  facts will operate upon the plan is specified in the plan. The
 4106  facts may include the occurrence of an event or a determination
 4107  or action by a person, whether or not the event, determination,
 4108  or action is within the control of a party to the transaction.
 4109         605.1006Appraisal rights.—
 4110         (1)A member of a limited liability company is entitled to
 4111  appraisal rights and to obtain payment of the fair value of that
 4112  member’s membership interest in the following events:
 4113         (a)Consummation of a merger of a limited liability company
 4114  pursuant to this chapter where the member possessed the right to
 4115  vote upon the merger.
 4116         (b)Consummation of a conversion of such limited liability
 4117  company pursuant to this chapter where the member possessed the
 4118  right to vote upon the conversion.
 4119         (c)Consummation of an interest exchange pursuant to this
 4120  chapter where the member possessed the right to vote upon the
 4121  interest exchange except that appraisal rights are not available
 4122  to any interest holder of the limited liability company whose
 4123  interest in the limited liability company is not subject to
 4124  exchange in the interest exchange.
 4125         (d)Consummation of a sale of substantially all of the
 4126  assets of a limited liability company where the member possessed
 4127  the right to vote upon the sale unless the sale is pursuant to
 4128  court order or the sale is for cash pursuant to a plan under
 4129  which all or substantially all of the net proceeds of the sale
 4130  will be distributed to the interest holders within 1 year after
 4131  the date of sale.
 4132         (e)An amendment to the organic rules of the entity which
 4133  reduces the interest of the holder to a fraction of an interest,
 4134  if the limited liability company will be obligated to or will
 4135  have the right to repurchase the fractional interest so created.
 4136         (f)An amendment to the organic rules of an entity, the
 4137  effect of which is to alter or abolish voting or other rights
 4138  with respect to such interest in a manner that is adverse to the
 4139  interest of such member, except as the right may be affected by
 4140  the voting or other rights of new interests then being
 4141  authorized of a new class or series of interests.
 4142         (g)An amendment to the organic rules of an entity the
 4143  effect of which is to adversely affect the interest of the
 4144  member by altering or abolishing appraisal rights under this
 4145  section.
 4146         (h)To the extent otherwise expressly authorized by the
 4147  organic rules of the limited liability company.
 4148         (2)A limited liability company may modify, restrict, or
 4149  eliminate the appraisal rights provided in this section in its
 4150  organic rules if the provision modifying, restricting, or
 4151  eliminating the appraisal rights is authorized by each member
 4152  whose appraisal rights are being modified, restricted, or
 4153  eliminated. Organic rules containing an express waiver of
 4154  appraisal rights that are approved by a member constitute a
 4155  waiver of appraisal rights with respect to such member to the
 4156  extent provided in such organic rules.
 4157         (3)To the extent that appraisal rights are available
 4158  hereunder, ss. 605.1061-605.1072 govern the procedures with
 4159  respect to such appraisal rights as between the limited
 4160  liability company and its members.
 4161         (4)Notwithstanding subsection (1), the availability of
 4162  appraisal rights must be limited in accordance with the
 4163  following provisions:
 4164         (a)Appraisal rights are not available for holders of a
 4165  membership interests that are:
 4166         1.A covered security under section 18(b)(1)(A) or (B) of
 4167  the Securities Act of 1933, as amended;
 4168         2.Traded in an organized market and part of a class or
 4169  series that has at least 2,000 members or other holders and a
 4170  market value of at least $20 million, exclusive of the value of
 4171  such class or series of membership interests held by the limited
 4172  liability company’s subsidiaries, senior executives, managers,
 4173  and beneficial members owning more than 10 percent of such class
 4174  or series of membership interests; or
 4175         3.Issued by an open-end management investment company
 4176  registered with the Securities and Exchange Commission under the
 4177  Investment Company Act of 1940 and subject to being redeemed at
 4178  the option of the holder at net asset value.
 4179         (b)The applicability of paragraph (a) shall be determined
 4180  as of the date fixed to determine the members entitled to
 4181  receive notice of and to vote upon the appraisal event, or the
 4182  day before the effective date of such appraisal event if there
 4183  is no meeting of the members to vote upon the appraisal event.
 4184         (c)Subsection (4) does not apply to, and appraisal rights
 4185  must be available pursuant to subsection (1) for, any members
 4186  who are required by the appraisal event to accept for their
 4187  membership interests anything other than cash or a proprietary
 4188  interest in an entity that satisfies the standards provided in
 4189  paragraph (a) at the time the appraisal event becomes effective.
 4190         (d)Subsection (4) does not apply to, and appraisal rights
 4191  must be available pursuant to subsection (1) for, the holder of
 4192  a membership interest if:
 4193         1.Any of the members’ interests in the limited liability
 4194  company or the limited liability company’s assets are being
 4195  acquired or converted, whether by merger, conversion, or
 4196  otherwise, pursuant to the appraisal event by a person or by an
 4197  affiliate of a person who:
 4198         a.Is or at any time in the 1-year period immediately
 4199  preceding approval of the appraisal event was the beneficial
 4200  owner of 20 percent or more of those interests in the limited
 4201  liability company entitled to vote on the appraisal event,
 4202  excluding any such interests acquired pursuant to an offer for
 4203  all interests having such voting rights, if such offer was made
 4204  within 1 year before the appraisal event for consideration of
 4205  the same kind and of a value equal to or less than that paid in
 4206  connection with the appraisal event; or
 4207         b.Directly or indirectly has, or at any time in the 1-year
 4208  period immediately preceding approval of the appraisal event
 4209  had, the power, contractually or otherwise, to cause the
 4210  appointment or election of any senior executives or managers of
 4211  the limited liability company; or
 4212         2.Any of the members’ interests in the limited liability
 4213  company or the limited liability company’s assets are being
 4214  acquired or converted, whether by merger, conversion, or
 4215  otherwise, pursuant to the appraisal event by a person, or by an
 4216  affiliate of a person, who is or at any time in the 1-year
 4217  period immediately preceding approval of the appraisal event was
 4218  a senior executive of the limited liability company or a senior
 4219  executive of any affiliate of the limited liability company, and
 4220  that senior executive will receive, as a result of the limited
 4221  liability company action, a financial benefit not generally
 4222  available to members, other than:
 4223         a.Employment, consulting, retirement, or similar benefits
 4224  established separately and not as part, or in contemplation, of
 4225  the appraisal event;
 4226         b.Employment, consulting, retirement, or similar benefits
 4227  established in contemplation, or as part, of the appraisal event
 4228  which are not more favorable than those existing before the
 4229  appraisal event or, if more favorable, which have been approved
 4230  by the limited liability company; or
 4231         c.In the case of a manager of the limited liability
 4232  company who will, during or as the result of the appraisal
 4233  event, become a manager, general partner, or director of the
 4234  surviving or converted entity or one of its affiliates, those
 4235  rights and benefits as a manager, general partner, or director
 4236  which are provided on the same basis as those afforded by the
 4237  surviving or converted entity generally to other managers,
 4238  general partners, or directors of the surviving or converted
 4239  entity or its affiliate.
 4240         (e)For the purposes of sub-subparagraph (4)(d)1.a., the
 4241  term “beneficial owner” means a person who, directly or
 4242  indirectly, through a contract, arrangement, or understanding,
 4243  other than a revocable proxy, has or shares the right to vote or
 4244  to direct the voting of an interest in a limited liability
 4245  company with respect to approval of the appraisal event;
 4246  however, a member of a national securities exchange may not be
 4247  deemed to be a beneficial owner of an interest in a limited
 4248  liability company held directly or indirectly by it on behalf of
 4249  another person solely because the member is the record holder of
 4250  interests in the limited liability company if the member is
 4251  precluded by the rules of such exchange from voting without
 4252  instruction on contested matters or matters that may
 4253  substantially affect the rights or privileges of the holders of
 4254  the interests in the limited liability company to be voted. If
 4255  two or more persons agree to act together for the purpose of
 4256  voting such interests, each member of the group formed thereby
 4257  is deemed to have acquired beneficial ownership, as of the date
 4258  of such agreement, of all voting interests in the limited
 4259  liability company beneficially owned by a member or members of
 4260  the group.
 4261         605.1021Merger authorized.—
 4262         (1)By complying with the provisions of ss. 605.1021
 4263  605.1026:
 4264         (a)One or more domestic limited liability companies may
 4265  merge with one or more domestic or foreign entities into a
 4266  domestic or foreign surviving entity; and
 4267         (b)Two or more foreign entities may merge into a domestic
 4268  limited liability company.
 4269         (2)By complying with the provisions of ss. 605.1021
 4270  605.1026 which are applicable to foreign entities, a foreign
 4271  entity may be a party to a merger under the provisions of ss.
 4272  605.1021-605.1026 or may be the surviving entity in such a
 4273  merger if the merger is authorized by the law of the foreign
 4274  entity’s jurisdiction of formation.
 4275         (3)In the case of a merger involving a limited liability
 4276  company that is a not-for-profit company, the surviving limited
 4277  liability company or other business entity must also be a not
 4278  for-profit entity.
 4279         605.1022Plan of merger.—
 4280         (1)A domestic limited liability company may become a party
 4281  to a merger under the provisions of ss. 605.1021-605.1026 by
 4282  approving a plan of merger. The plan must be in a record and
 4283  contain the following:
 4284         (a)As to each merging entity, its name, jurisdiction of
 4285  formation, and type of entity.
 4286         (b)The surviving entity in the merger.
 4287         (c)The manner and basis of converting the interests and
 4288  the rights to acquire interests in each party to the merger into
 4289  interests, securities, obligations, money, other property,
 4290  rights to acquire interests or securities, or any combination of
 4291  the foregoing.
 4292         (d)If the surviving entity exists before the merger, any
 4293  proposed amendments to or restatements of its public organic
 4294  record, or any proposed amendments to or restatements of its
 4295  private organic rules, which are or are proposed to be in a
 4296  record, and all such amendments or restatements that are
 4297  effective at the effective date of the merger.
 4298         (e)If the surviving entity is to be created in the merger,
 4299  its proposed public organic record and the full text of its
 4300  private organic rules that are proposed to be in a record, if
 4301  any.
 4302         (f)The other terms and conditions of the merger.
 4303         (g)Any other provision required by the law of a merging
 4304  entity’s jurisdiction of formation or the organic rules of a
 4305  merging entity.
 4306         (2)In addition to the requirements under subsection (1), a
 4307  plan of merger may contain any other provision not prohibited by
 4308  law.
 4309         605.1023Approval of merger.—
 4310         (1)A plan of merger is not effective unless it has been
 4311  approved:
 4312         (a)With respect to a domestic merging limited liability
 4313  company, by a majority-in-interest of the members; and
 4314         (b)In a record, by each member of a merging limited
 4315  liability company which will have interest holder liability for
 4316  debts, obligations, and other liabilities that arise after the
 4317  merger becomes effective, unless:
 4318         1.The organic rules of the company in a record provide for
 4319  the approval of a merger in which some or all of its members
 4320  become subject to interest holder liability by the vote or
 4321  consent of fewer than all of the members; and
 4322         2.The member consented in a record to or voted for that
 4323  provision of the organic rules or became a member after the
 4324  adoption of that provision.
 4325         (2)A merger involving a domestic merging entity that is
 4326  not a limited liability company is not effective unless the
 4327  merger is approved by that entity in accordance with its organic
 4328  law.
 4329         (3)A merger involving a foreign merging entity is not
 4330  effective unless the merger is approved by the foreign entity in
 4331  accordance with the law of the foreign entity’s jurisdiction of
 4332  formation.
 4333         (4)All members of each domestic limited liability company
 4334  that is a party to the merger who have a right to vote upon the
 4335  merger must be given written notice of any meeting with respect
 4336  to the approval of a plan of merger as provided in subsection
 4337  (1) not less than 10 days and not more than 60 days before the
 4338  date of the meeting at which the plan of merger is submitted for
 4339  approval by the members of such limited liability company. The
 4340  notification required under this subsection may be waived in
 4341  writing by the person or persons entitled to such notification.
 4342         (5)The notification required under subsection (4) must be
 4343  in writing and must include the following:
 4344         (a)The date, time, and place of the meeting at which the
 4345  plan of merger is to be submitted for approval by the members of
 4346  the limited liability company.
 4347         (b)A copy of the plan of merger.
 4348         (c)The statement or statements required under s. 605.1006
 4349  and ss. 605.1061-605.1072 regarding the availability of
 4350  appraisal rights, if any, to members of the limited liability
 4351  company.
 4352         (d)The date on which such notification was mailed or
 4353  delivered to the members.
 4354         (6) In addition to the requirements under subsection (5),
 4355  the notification required under subsection (4) may contain any
 4356  other information concerning the plan of merger not prohibited
 4357  by applicable law.
 4358         (7)The notification required under subsection (4) is
 4359  deemed to be given at the earliest date of:
 4360         (a)The date such notification is received;
 4361         (b)Five days after the date such notification is deposited
 4362  in the United States mail addressed to the member at the
 4363  member’s address as it appears in the books and records of the
 4364  limited liability company, with prepaid postage affixed;
 4365         (c)The date shown on the return receipt if sent by
 4366  registered or certified mail, return receipt requested, and the
 4367  receipt is signed by or on behalf of the addressee; or
 4368         (d)The date such notification is given in accordance with
 4369  the provisions of the organic rules of the limited liability
 4370  company.
 4371         605.1024Amendment or abandonment of plan of merger.—
 4372         (1) A plan of merger may be amended only with the consent
 4373  of each party to the plan except as otherwise provided in the
 4374  plan or in the organic rules of each such entity.
 4375         (2)A merging limited liability company may approve an
 4376  amendment of a plan of merger:
 4377         (a)In the same manner that the plan was approved if the
 4378  plan does not provide for the manner in which it may be amended;
 4379  or
 4380         (b)By the managers or members in the manner provided in
 4381  the plan, but a member who was entitled to vote on or consent to
 4382  the approval of the merger is entitled to vote on or consent to
 4383  an amendment of the plan which will change:
 4384         1.The amount or kind of interests, securities,
 4385  obligations, money, other property, rights to acquire interests
 4386  or securities, or any combination of the foregoing, to be
 4387  received by the interest holders of any party to the plan;
 4388         2.The public organic record, if any, or private organic
 4389  rules of the surviving entity which will be in effect
 4390  immediately after the merger becomes effective, except for
 4391  changes that do not require approval of the interest holders of
 4392  the surviving entity under its organic law or organic rules; or
 4393         3.Any other terms or conditions of the plan if the change
 4394  would adversely affect the member in any material respect.
 4395         (3)After a plan of merger has been approved and before the
 4396  articles of merger become effective, the plan may be abandoned
 4397  as provided in the plan. Unless prohibited by the plan, a
 4398  domestic merging limited liability company may abandon the plan
 4399  in the same manner as the plan was approved.
 4400         (4)If a plan of merger is abandoned after articles of
 4401  merger have been delivered to the department for filing and
 4402  before such articles of merger have become effective, a
 4403  statement of abandonment, signed by a party to the plan, must be
 4404  delivered to the department for filing before the articles of
 4405  merger become effective. The statement of abandonment takes
 4406  effect on filing, and the merger is abandoned and does not
 4407  become effective. The statement of abandonment must contain the
 4408  following:
 4409         (a)The name of each party to the plan of merger.
 4410         (b)The date on which the articles of merger were delivered
 4411  to the department for filing.
 4412         (c)A statement that the merger has been abandoned in
 4413  accordance with this section.
 4414         605.1025Articles of merger.—
 4415         (1)After a plan of merger is approved, articles of merger
 4416  must be signed by each merging entity and delivered to the
 4417  department for filing.
 4418         (2)The articles of merger must contain the following:
 4419         (a)The name, jurisdiction of formation, and type of entity
 4420  of each merging entity that is not the surviving entity.
 4421         (b)The name, jurisdiction of formation, and type of entity
 4422  of the surviving entity.
 4423         (c)A statement that the merger was approved by each
 4424  domestic merging entity that is a limited liability company, if
 4425  any, in accordance with the provisions of ss. 605.1021-605.1026;
 4426  by each other merging entity, if any, in accordance with the law
 4427  of its jurisdiction of formation; and by each member of such
 4428  limited liability company who, as a result of the merger, will
 4429  have interest holder liability under s. 605.1023(1)(b) and whose
 4430  approval is required.
 4431         (d)If the surviving entity exists before the merger and is
 4432  a domestic filing entity, any amendment to its public organic
 4433  record approved as part of the plan of merger.
 4434         (e)If the surviving entity is created by the merger and is
 4435  a domestic filing entity, its public organic record, as an
 4436  attachment.
 4437         (f)If the surviving entity is created by the merger and is
 4438  a domestic limited liability partnership or domestic limited
 4439  liability limited partnership, its statement of qualification,
 4440  as an attachment.
 4441         (g)If the surviving entity is a foreign entity that does
 4442  not have a certificate of authority to transact business in this
 4443  state, a mailing address to which the department may send any
 4444  process served on the department pursuant to s. 605.0117 and
 4445  chapter 48.
 4446         (h)A statement that the surviving entity has agreed to pay
 4447  to any members of any limited liability company with appraisal
 4448  rights the amount to which such members are entitled under the
 4449  provisions of s. 605.1006 and ss. 605.1061-605.1072.
 4450         (i)The effective date of the merger if the effective date
 4451  of the merger is not the same as the date of filing of the
 4452  articles of merger, subject to the limitations contained in s.
 4453  605.0207.
 4454         (3)In addition to the requirements of subsection (2),
 4455  articles of merger may contain any other provision not
 4456  prohibited by law.
 4457         (4)A merger becomes effective when the articles of merger
 4458  become effective, unless the articles of merger specify an
 4459  effective time or a delayed effective date that complies with s.
 4460  605.0207.
 4461         (5)A copy of the articles of merger, certified by the
 4462  department, may be filed in the official records of any county
 4463  in this state in which any party to the merger holds an interest
 4464  in real property.
 4465         (6)A limited liability company is not required to deliver
 4466  articles of merger for filing pursuant to subsection (1) if the
 4467  limited liability company is named as a merging entity or
 4468  surviving entity in articles of merger or a certificate of
 4469  merger filed for the same merger in accordance with s. 607.1109,
 4470  s. 617.1108, s. 620.2108(3), or s. 620.8918(3), and if such
 4471  articles of merger or certificate of merger substantially comply
 4472  with the requirements of this section. In such a case, the other
 4473  articles of merger or certificate of merger may also be used for
 4474  purposes of subsection (5).
 4475         605.1026Effect of merger.
 4476         (1)When a merger becomes effective:
 4477         (a)The surviving entity continues in existence;
 4478         (b)Each merging entity that is not the surviving entity
 4479  ceases to exist;
 4480         (c)All property of each merging entity vests in the
 4481  surviving entity without transfer, reversion or impairment;
 4482         (d)All debts, obligations, and other liabilities of each
 4483  merging entity are debts, obligations, and other liabilities of
 4484  the surviving entity;
 4485         (e)Except as otherwise provided by law or the plan of
 4486  merger, all the rights, privileges, immunities, powers, and
 4487  purposes of each merging entity vest in the surviving entity;
 4488         (f)If the surviving entity exists before the merger:
 4489         1. All its property continues to be vested in it without
 4490  transfer, reversion, or impairment;
 4491         2.It remains subject to all of its debts, obligations, and
 4492  other liabilities; and
 4493         3.All of its rights, privileges, immunities, powers, and
 4494  purposes continue to be vested in it;
 4495         (g)The name of the surviving entity may be substituted for
 4496  the name of any merging entity that is a party to any pending
 4497  action or proceeding;
 4498         (h)If the surviving entity exists before the merger:
 4499         1.Its public organic record, if any, is amended as
 4500  provided in the articles of merger; and
 4501         2.Its private organic rules that are to be in a record, if
 4502  any, are amended to the extent provided in the plan of merger;
 4503         (i)If the surviving entity is created by the merger:
 4504         1.Its public organic record, if any, is effective; and
 4505         2.Its private organic rules are effective; and
 4506         (j)The interests or rights to acquire interests in each
 4507  merging entity which are to be converted in the merger are
 4508  converted, and the interest holders of those interests are
 4509  entitled only to the rights provided to them under the plan of
 4510  merger and to any appraisal rights they have under s. 605.1006
 4511  and ss. 605.1061-605.1072 and the merging entity’s organic law.
 4512         (2)Except as otherwise provided in the organic law or
 4513  organic rules of a merging entity:
 4514         (a)The merger does not give rise to any rights that an
 4515  interest holder, governor, or third party would have upon a
 4516  dissolution, liquidation, or winding up of the merging entity;
 4517  and
 4518         (b)The merging entity is not required to wind up its
 4519  affairs, pay its liabilities, and distribute its assets under
 4520  ss. 605.0701-605.0717, and the merger shall not constitute a
 4521  dissolution of the merging entity.
 4522         (3)When a merger becomes effective, a person who did not
 4523  have interest holder liability with respect to any of the
 4524  merging entities and becomes subject to interest holder
 4525  liability with respect to a domestic entity as a result of the
 4526  merger will have interest holder liability only to the extent
 4527  provided by the organic law of that entity and only for those
 4528  debts, obligations, and other liabilities that arise after the
 4529  merger becomes effective.
 4530         (4)When a merger becomes effective, the interest holder
 4531  liability of a person who ceases to hold an interest in a
 4532  domestic merging entity with respect to which the person had
 4533  interest holder liability is as follows:
 4534         (a)The merger does not discharge an interest holder
 4535  liability under the organic law of the domestic merging entity
 4536  to the extent the interest holder liability arose before the
 4537  merger became effective.
 4538         (b)The person does not have interest holder liability
 4539  under the organic law of the domestic merging entity for a debt,
 4540  obligation, or other liability that arises after the merger
 4541  becomes effective.
 4542         (c)The organic law of the domestic merging entity and any
 4543  rights of contribution provided under such law, or the organic
 4544  rules of the domestic merging entity, continue to apply to the
 4545  release, collection, or discharge of any interest holder
 4546  liability preserved under paragraph (a) as if the merger had not
 4547  occurred and the surviving entity were the domestic merging
 4548  entity.
 4549         (5)When a merger becomes effective, a foreign entity that
 4550  is the surviving entity may be served with process in this state
 4551  for the collection and enforcement of any debts, obligations, or
 4552  other liabilities of a domestic merging entity as provided in s.
 4553  605.0117 and chapter 48.
 4554         (6)When a merger becomes effective, the certificate of
 4555  authority to transact business in this state of any foreign
 4556  merging entity that is not the surviving entity is canceled.
 4557         605.1031Interest exchange authorized.—
 4558         (1)By complying with the provisions of ss. 605.1031
 4559  605.1036:
 4560         (a)A domestic limited liability company may acquire all of
 4561  one or more classes or series of interests of another domestic
 4562  or foreign entity, or rights to acquire one or more classes or
 4563  series of any such interests, in exchange for interests,
 4564  securities, obligations, money, other property, rights to
 4565  acquire interests or securities, or any combination of the
 4566  foregoing; or
 4567         (b)All of one or more classes or series of interests of a
 4568  domestic limited liability company or rights to acquire one or
 4569  more classes or series of any such interests may be acquired by
 4570  another domestic or foreign entity in exchange for interests,
 4571  securities, obligations, money, other property, rights to
 4572  acquire interests or securities, or any combination of the
 4573  foregoing.
 4574         (2)By complying with the provisions of ss. 605.1031
 4575  605.1036 which are applicable to foreign entities, a foreign
 4576  entity may be the acquiring or acquired entity in an interest
 4577  exchange completed under the provisions of ss. 605.1031-605.1036
 4578  if the interest exchange is authorized by the organic law in the
 4579  foreign entity’s jurisdiction of formation.
 4580         (3)If a protected agreement contains a provision that
 4581  applies to a merger of a domestic limited liability company but
 4582  does not refer to an interest exchange, the provision applies to
 4583  an interest exchange in which the domestic limited liability
 4584  company is the acquired entity as if the interest exchange were
 4585  a merger until the provision is amended after January 1, 2014.
 4586         605.1032Plan of interest exchange.—
 4587         (1)A domestic limited liability company may be the
 4588  acquired entity in an interest exchange under the provisions of
 4589  ss. 605.1031-605.1036 by approving a plan of interest exchange.
 4590  The plan must be in a record and contain the following:
 4591         (a)The name of the acquired entity.
 4592         (b)The name, jurisdiction of formation, and type of entity
 4593  of the acquiring entity.
 4594         (c)The manner and basis of converting the interests and
 4595  the rights to acquire interests of the members of each limited
 4596  liability company that is to be an acquired entity into
 4597  interests, securities, obligations, money, other property,
 4598  rights to acquire interests or securities, or any combination of
 4599  the foregoing.
 4600         (d)If the acquired entity is a domestic limited liability
 4601  company, any proposed amendments to or restatements of its
 4602  public organic record or any amendments to or restatements of
 4603  its private organic rules that are or are proposed to be in a
 4604  record and all such amendments or restatements are effective at
 4605  the effective date of the interest exchange.
 4606         (e)The other terms and conditions of the interest
 4607  exchange.
 4608         (f)Any other provision required by the law of an acquired
 4609  entity’s jurisdiction of formation, the organic rules of the
 4610  acquired entity, the organic rules of an acquiring entity, or
 4611  the law of the jurisdiction of formation of the acquiring
 4612  entity.
 4613         (2)In addition to the requirements of subsection (1), a
 4614  plan of interest exchange may contain any other provision not
 4615  prohibited by law.
 4616         605.1033Approval of interest exchange.—
 4617         (1)A plan of interest exchange is not effective unless it
 4618  has been approved:
 4619         (a)With respect to a domestic limited liability company
 4620  that is the acquired entity in the interest exchange, by a
 4621  majority-in-interest of the members of such company; and
 4622         (b)In a record, by each member of the domestic acquired
 4623  limited liability company that will have interest holder
 4624  liability for debts, obligations, and other liabilities that
 4625  arise after the interest exchange becomes effective, unless:
 4626         1.The organic rules of the company in a record provide for
 4627  the approval of an interest exchange or a merger in which some
 4628  or all of its members become subject to interest holder
 4629  liability by the vote or consent of fewer than all the members;
 4630  and
 4631         2.The member consented in a record to or voted for that
 4632  provision of the organic rules or became a member after the
 4633  adoption of that provision.
 4634         (2)An interest exchange involving a domestic acquired
 4635  entity that is not a limited liability company is not effective
 4636  unless it is approved by the domestic entity in accordance with
 4637  its organic law.
 4638         (3)An interest exchange involving a foreign acquired
 4639  entity is not effective unless it is approved by the foreign
 4640  entity in accordance with the law of the foreign entity’s
 4641  jurisdiction of formation.
 4642         (4)Except as otherwise provided in its organic law or
 4643  organic rules, the interest holders of the acquiring entity are
 4644  not required to approve the interest exchange.
 4645         (5)All members of each domestic limited liability company
 4646  that is a party to the interest exchange and who have a right to
 4647  vote upon the interest exchange must be given written notice of
 4648  any meeting with respect to the approval of a plan of interest
 4649  exchange as provided in subsection (1) not less than 10 days and
 4650  not more than 60 days before the date of the meeting at which
 4651  the plan of interest exchange is submitted for approval by the
 4652  members of such limited liability company. The notification
 4653  required under this subsection may be waived in writing by the
 4654  person entitled to such notification.
 4655         (6)The notification required under subsection (5) must be
 4656  in writing and must include the following:
 4657         (a)The date, time, and place of the meeting at which the
 4658  plan of interest exchange is to be submitted for approval by the
 4659  members of the limited liability company.
 4660         (b)A copy of the plan of interest exchange.
 4661         (c)The statement or statements required under s. 605.1006
 4662  and ss. 605.1061-605.1072 regarding the availability of
 4663  appraisal rights, if any, to members of the limited liability
 4664  company.
 4665         (d)The date on which such notification was mailed or
 4666  delivered to the members.
 4667         (7) In addition to the requirements of subsection (6), the
 4668  notification required under subsection (5) may contain any other
 4669  information concerning the plan of interest exchange not
 4670  prohibited by applicable law.
 4671         (8)The notification required under subsection (5) is
 4672  deemed to be given at the earliest date of:
 4673         (a)The date the notification is received;
 4674         (b)Five days after the date such notification is deposited
 4675  in the United States mail addressed to the member at the
 4676  member’s address as it appears in the books and records of the
 4677  limited liability company, with prepaid postage affixed;
 4678         (c)The date shown on the return receipt, if sent by
 4679  registered or certified mail, return receipt requested, and if
 4680  the receipt is signed by or on behalf of the addressee; or
 4681         (d)The date such notification is given in accordance with
 4682  the provisions of the organic rules of the limited liability
 4683  company.
 4684         605.1034Amendment or abandonment of plan of interest
 4685  exchange.—
 4686         (1)A plan of interest exchange may be amended only with
 4687  the consent of each party to the plan, except as otherwise
 4688  provided in the plan or in the organic rules of each such
 4689  entity.
 4690         (2)A domestic acquired limited liability company may
 4691  approve an amendment of a plan of interest exchange:
 4692         (a)In the same manner as the plan was approved, if the
 4693  plan does not provide for the manner in which it may be amended;
 4694  or
 4695         (b)By the managers or members in the manner provided in
 4696  the plan, but a member who was entitled to vote on or consent to
 4697  approval of the interest exchange is entitled to vote on or
 4698  consent to any amendment of the plan which will change:
 4699         1.The amount or kind of interests, securities,
 4700  obligations, money, other property, rights to acquire interests
 4701  or securities, or any combination of the foregoing, to be
 4702  received by the interest holders of any party to the plan;
 4703         2.The public organic record, if any, or private organic
 4704  rules of the acquired entity which will be in effect immediately
 4705  after the interest exchange becomes effective, except for
 4706  changes that do not require approval of the interest holders of
 4707  the acquired entity under its organic law or organic rules; or
 4708         3.Any other terms or conditions of the plan, if the change
 4709  would adversely affect the member in any material respect.
 4710         (3)After a plan of interest exchange has been approved and
 4711  before such articles of interest exchange become effective, the
 4712  plan may be abandoned as provided in the plan. Unless prohibited
 4713  by the plan, a domestic limited liability company may abandon
 4714  the plan in the same manner as the plan was approved.
 4715         (4)If a plan of interest exchange is abandoned after
 4716  articles of interest exchange have been delivered to the
 4717  department for filing and before such articles of interest
 4718  exchange have become effective, a statement of abandonment,
 4719  signed by a party to the plan, must be delivered to the
 4720  department for filing before the articles of interest exchange
 4721  become effective. The statement of abandonment takes effect on
 4722  filing, and the interest exchange is abandoned and does not
 4723  become effective. The statement of abandonment must contain the
 4724  following:
 4725         (a)The name of each party to the plan of interest
 4726  exchange.
 4727         (b)The date on which the articles of interest exchange
 4728  were delivered to the department for filing.
 4729         (c)A statement that the interest exchange has been
 4730  abandoned in accordance with this section.
 4731         605.1035Articles of interest exchange.—
 4732         (1) After a plan of interest exchange has been approved,
 4733  articles of interest exchange must be signed by each party to
 4734  the interest exchange and delivered to the department for
 4735  filing.
 4736         (2)The articles of interest exchange must contain the
 4737  following:
 4738         (a)The name of the acquired limited liability company.
 4739         (b)The name, jurisdiction of formation, and type of entity
 4740  of the acquiring entity.
 4741         (c)A statement that the plan of interest exchange was
 4742  approved by the acquired limited liability entity in accordance
 4743  with the provisions of ss. 605.1031-605.1036 and by each member
 4744  of such limited liability company who, as a result of the
 4745  interest exchange, will have interest holder liability under s.
 4746  605.1033(1)(b) and whose approval is required.
 4747         (d)Any amendments to the acquired limited liability
 4748  company’s public organic record approved as part of the plan of
 4749  interest exchange.
 4750         (e)A statement that the plan of interest exchange was
 4751  approved by each acquiring entity that is a party to the
 4752  interest exchange in accordance with the organic laws in its
 4753  jurisdiction of formation, or if such approval was not required,
 4754  a statement to that effect.
 4755         (f)A statement that the acquiring entity has agreed to pay
 4756  to any members of the acquired entity with appraisal rights the
 4757  amount to which such members are entitled under s. 605.1006 and
 4758  ss. 605.1061-605.1072.
 4759         (g)The effective date of the interest exchange, if the
 4760  effective date of the interest exchange is not the same as the
 4761  date of filing of the articles of interest exchange, subject to
 4762  the limitations in s. 605.0207.
 4763         (3)In addition to the requirements of subsection (2),
 4764  articles of interest exchange may include any other provision
 4765  not prohibited by law.
 4766         (4)An interest exchange becomes effective when the
 4767  articles of interest exchange become effective, unless the
 4768  articles of interest exchange specify an effective time or a
 4769  delayed effective date that complies with s. 605.0207.
 4770         (5)A limited liability company is not required to deliver
 4771  articles of interest exchange for filing pursuant to subsection
 4772  (1) if the domestic limited liability company is named as an
 4773  acquired entity or as an acquiring entity in the articles of
 4774  share exchange filed for the same interest exchange in
 4775  accordance with s. 607.1105(1) and if such articles of share
 4776  exchange substantially comply with the requirements of this
 4777  section.
 4778         605.1036Effect of interest exchange.—
 4779         (1)When an interest exchange in which the acquired entity
 4780  is a domestic limited liability company becomes effective:
 4781         (a)The interests in a domestic company which are the
 4782  subject of the interest exchange cease to exist or are converted
 4783  or exchanged, and the members holding those interests are
 4784  entitled only to the rights provided to them under the plan of
 4785  interest exchange and to any appraisal rights they have under s.
 4786  605.1006 and ss. 605.1061-605.1072;
 4787         (b)The acquiring entity becomes the interest holder of the
 4788  interests in the acquired entity stated in the plan of interest
 4789  exchange to be acquired by the acquiring entity;
 4790         (c)The public organic record of the acquired entity is
 4791  amended as provided in the articles of interest exchange; and
 4792         (d)The provisions of the private organic rules of the
 4793  acquired entity that are to be in a record, if any, are amended
 4794  to the extent provided in the plan of interest exchange.
 4795         (2)Except as otherwise provided in the organic rules of
 4796  the acquired limited liability company, the interest exchange
 4797  does not give rise to any rights that a member, manager, or
 4798  third party would have upon a dissolution, liquidation, or
 4799  winding up of the acquired entity.
 4800         (3)When an interest exchange becomes effective, a person
 4801  who did not have interest holder liability with respect to a
 4802  domestic acquired limited liability company and who becomes
 4803  subject to interest holder liability with respect to a domestic
 4804  entity as a result of the interest exchange will have interest
 4805  holder liability only to the extent provided by the organic law
 4806  of the entity and only for those debts, obligations, and other
 4807  liabilities that arise after the interest exchange becomes
 4808  effective.
 4809         (4)When an interest exchange becomes effective, the
 4810  interest holder liability of a person who ceases to hold an
 4811  interest in a domestic acquired limited liability company with
 4812  respect to which the person had interest holder liability is as
 4813  follows:
 4814         (a)The interest exchange does not discharge any interest
 4815  holder liability to the extent the interest holder liability
 4816  arose before the interest exchange became effective.
 4817         (b)The person does not have interest holder liability for
 4818  any debt, obligation, or other liability that arises after the
 4819  interest exchange becomes effective.
 4820         (c)The organic law of the acquired entity’s jurisdiction
 4821  of formation and any rights of contribution provided by such
 4822  law, or under the organic rules of the acquired entity, continue
 4823  to apply to the release, collection, or discharge of any
 4824  interest holder liability preserved under paragraph (a) as if
 4825  the interest exchange had not occurred.
 4826         605.1041Conversion authorized.—
 4827         (1)By complying with the provisions of ss. 605.1041
 4828  605.1046, a domestic limited liability company may become:
 4829         (a)A domestic entity that is a different type of entity;
 4830  or
 4831         (b)A foreign entity that is a limited liability company or
 4832  a different type of entity, if the conversion is authorized by
 4833  the law of the foreign entity’s jurisdiction of formation.
 4834         (2)By complying with the provisions of ss. 605.1041
 4835  605.1046, which are applicable to a domestic entity that is not
 4836  a domestic limited liability company, the domestic entity may
 4837  become a domestic limited liability company if the conversion is
 4838  authorized by the law governing the domestic entity.
 4839         (3)By complying with the provisions of ss. 605.1041
 4840  608.1046 which are applicable to foreign entities, a foreign
 4841  entity may become a domestic limited liability company if the
 4842  conversion is authorized by the law of the foreign entity’s
 4843  jurisdiction of formation.
 4844         (4)If a protected agreement contains a provision that
 4845  applies to a merger of a domestic limited liability company but
 4846  does not refer to a conversion, the provision applies to a
 4847  conversion of the entity as if the conversion were a merger
 4848  until the provision is amended after January 1, 2014.
 4849         605.1042Plan of conversion.—
 4850         (1)A domestic limited liability company may convert into a
 4851  different type of domestic entity or into a foreign entity that
 4852  is a foreign limited liability company or a different type of
 4853  foreign entity by approving a plan of conversion. The plan must
 4854  be in a record and contain the following:
 4855         (a)The name of the converting limited liability company.
 4856         (b)The name, jurisdiction of formation, and type of entity
 4857  of the converted entity.
 4858         (c)The manner and basis of converting the interests and
 4859  rights to acquire interests in the converting limited liability
 4860  company into interests, securities, obligations, money, other
 4861  property, rights to acquire interests or securities, or any
 4862  combination of the foregoing.
 4863         (d)The proposed public organic record of the converted
 4864  entity, if it will be a filing entity.
 4865         (e)The full text of the private organic rules of the
 4866  converted entity which are proposed to be in a record, if any.
 4867         (f)Any other provision required by the law of this state
 4868  or the organic rules of the converted limited liability company,
 4869  if the entity is to be an entity other than a domestic limited
 4870  liability company.
 4871         (g)All other statements required to be set forth in a plan
 4872  of conversion by the law of the jurisdiction of formation of the
 4873  converted entity following the conversion.
 4874         (2)In addition to the requirements of subsection (1), a
 4875  plan of conversion may contain any other provision not
 4876  prohibited by law.
 4877         605.1043Approval of conversion.—
 4878         (1)A plan of conversion is not effective unless it has
 4879  been approved:
 4880         (a)If the converting entity is a domestic limited
 4881  liability company, by a majority-in-interest of the members of
 4882  such company who have a right to vote upon the conversion; and
 4883         (b)In a record, by each member of a converting limited
 4884  liability company which will have interest holder liability for
 4885  debts, obligations, and other liabilities that arise after the
 4886  conversion becomes effective, unless:
 4887         1.The organic rules of the company in a record provide for
 4888  the approval of a conversion in which some or all of its members
 4889  become subject to interest holder liability by the vote or
 4890  consent of less than all of the members; and
 4891         2.The member consented in a record to or voted for that
 4892  provision of the organic rules or became a member after the
 4893  adoption of that provision.
 4894         (2)A conversion involving a domestic converting entity
 4895  that is not a limited liability company is not effective unless
 4896  it is approved by the domestic converting entity in accordance
 4897  with its organic law.
 4898         (3)A conversion of a foreign converting entity is not
 4899  effective unless it is approved by the foreign entity in
 4900  accordance with the law of the foreign entity’s jurisdiction of
 4901  formation.
 4902         (4)If the converting entity is a domestic limited
 4903  liability company, all members of the company who have the right
 4904  to vote upon the conversion must be given written notice of a
 4905  meeting with respect to the approval of a plan of conversion as
 4906  provided in subsection (1) not less than 10 days and not more
 4907  than 60 days before the date of the meeting at which the plan of
 4908  conversion is submitted for approval by the members of such
 4909  limited liability company. The notification required under this
 4910  subsection may be waived in writing by the person or persons
 4911  entitled to such notification.
 4912         (5)The notification required under subsection (4) must be
 4913  in writing and include the following:
 4914         (a)The date, time, and place of the meeting at which the
 4915  plan of conversion is to be submitted for approval by the
 4916  members of the limited liability company.
 4917         (b)A copy of the plan of conversion.
 4918         (c)The statement or statements required under s. 605.1006
 4919  and ss. 605.1061-605.1072 regarding the availability of
 4920  appraisal rights, if any, to members of the limited liability
 4921  company.
 4922         (d)The date on which such notification was mailed or
 4923  delivered to the members.
 4924         (6) In addition to the requirements of subsection (5), the
 4925  notification required under subsection (4) may contain any other
 4926  information concerning the plan of conversion not prohibited by
 4927  applicable law.
 4928         (7)The notification required under subsection (4) is
 4929  deemed to be given at the earliest date of:
 4930         (a)The date the notification is received;
 4931         (b)Five days after the date the notification is deposited
 4932  in the United States mail addressed to the member at the
 4933  member’s address as it appears in the books and records of the
 4934  limited liability company, with prepaid postage affixed;
 4935         (c)The date shown on the return receipt, if sent by
 4936  registered or certified mail, return receipt requested, and if
 4937  the receipt is signed by or on behalf of the addressee; or
 4938         (d)The date the notification is given in accordance with
 4939  the organic rules of the limited liability company.
 4940         605.1044Amendment or abandonment of plan of conversion.—
 4941         (1)A plan of conversion of a domestic converting limited
 4942  liability company may be amended:
 4943         (a)In the same manner as the plan was approved, if the
 4944  plan does not provide for the manner in which it may be amended;
 4945  or
 4946         (b)By the managers or members of the entity in the manner
 4947  provided in the plan, but a member who was entitled to vote on
 4948  or consent to approval of the conversion is entitled to vote on
 4949  or consent to an amendment of the plan which will change:
 4950         1.The amount or kind of interests, securities,
 4951  obligations, money, other property, rights to acquire interests
 4952  or securities, or any combination of the foregoing, to be
 4953  received by the interest holders of the converting entity under
 4954  the plan;
 4955         2.The public organic record, if any, or private organic
 4956  rules of the converted entity which will be in effect
 4957  immediately after the conversion becomes effective, except for
 4958  changes that do not require approval of the interest holders of
 4959  the converting entity under its organic law or organic rules; or
 4960         3.Any other terms or conditions of the plan, if the change
 4961  would adversely affect the interest holder in any material
 4962  respect.
 4963         (2)After a plan of conversion has been approved and before
 4964  the articles of conversion become effective, the plan may be
 4965  abandoned as provided in the plan. Unless prohibited by the
 4966  plan, a domestic converting limited liability company may
 4967  abandon the plan in the same manner as the plan was approved.
 4968         (3)If a plan of conversion is abandoned after articles of
 4969  conversion have been delivered to the department for filing and
 4970  before such articles of conversion have become effective, a
 4971  statement of abandonment, signed by the converting entity, must
 4972  be delivered to the department for filing before the articles of
 4973  conversion become effective. The statement of abandonment takes
 4974  effect on filing, and the conversion is abandoned and does not
 4975  become effective. The statement of abandonment must contain the
 4976  following:
 4977         (a)The name of the converting limited liability company.
 4978         (b)The date on which the articles of conversion were
 4979  delivered to the department for filing.
 4980         (c)A statement that the conversion has been abandoned in
 4981  accordance with this section.
 4982         605.1045Articles of conversion.—
 4983         (1)After a plan of conversion is approved, articles of
 4984  conversion signed by the converting entity must be delivered to
 4985  the department for filing.
 4986         (2)The articles of conversion must contain the following:
 4987         (a)The name, jurisdiction of formation, and type of entity
 4988  of the converting entity.
 4989         (b)The name, jurisdiction of formation, and type of entity
 4990  of the converted entity.
 4991         (c)If the converting entity is a domestic limited
 4992  liability company, a statement that the plan of conversion has
 4993  been approved in accordance with ss. 605.1041-605.1046, or if
 4994  the converting entity is a foreign entity, a statement that the
 4995  conversion was approved by the foreign converting entity in
 4996  accordance with the law of its jurisdiction of formation and by
 4997  each member of the converting entity who as a result of the
 4998  conversion will have interest holder liability under s.
 4999  605.1043(1)(b) and whose approval is required.
 5000         (d)If the converted entity is a domestic filing entity,
 5001  the text of its public organic record, as an attachment.
 5002         (e)If the converted entity is a domestic limited liability
 5003  partnership, the text of its statement of qualification, as an
 5004  attachment.
 5005         (f)If the converted entity is a foreign entity that does
 5006  not have a certificate of authority to transact business in this
 5007  state, a mailing address to which the department may send any
 5008  process served on the department pursuant to s. 605.0117 and
 5009  chapter 48.
 5010         (g)A statement that the converted entity has agreed to pay
 5011  to the members of any limited liability company with appraisal
 5012  rights the amount to which such members are entitled under s.
 5013  605.1006 and ss. 605.1061-605.1072.
 5014         (h)The effective date of the conversion, if the effective
 5015  date of the conversion is not the same as the date of filing of
 5016  the articles of conversion, subject to the limitations contained
 5017  in s. 605.0207.
 5018         (3)In addition to the requirements of subsection (1),
 5019  articles of conversion may contain any other provision not
 5020  prohibited by law.
 5021         (4)A conversion becomes effective when the articles of
 5022  conversion become effective, unless the articles of conversion
 5023  specify an effective time or a delayed effective date that
 5024  complies with s. 605.0207.
 5025         (5)A copy of the articles of conversion, certified by the
 5026  department, may be filed in the official records of any county
 5027  in this state in which the converted entity holds an interest in
 5028  real property.
 5029         605.1046Effect of conversion.—
 5030         (1)When a conversion in which the converted entity is a
 5031  domestic limited liability company becomes effective:
 5032         (a)The converted entity is:
 5033         1.Organized under and subject to this chapter; and
 5034         2.The same entity, without interruption, as the converting
 5035  entity.
 5036         (b)All property of the converting entity continues to be
 5037  vested in the converted entity without transfer, reversion, or
 5038  impairment;
 5039         (c)All debts, obligations, and other liabilities of the
 5040  converting entity continue as debts, obligations, and other
 5041  liabilities of the converted entity;
 5042         (d)Except as otherwise provided by law or the plan of
 5043  conversion, all the rights, privileges, immunities, powers, and
 5044  purposes of the converting entity remain in the converted
 5045  entity;
 5046         (e)The name of the converted entity may be substituted for
 5047  the name of the converting entity in any pending action or
 5048  proceeding;
 5049         (f)The provisions of the organic rules of the converted
 5050  entity which are to be in a record, if any, approved as part of
 5051  the plan of conversion are effective; and
 5052         (g)The interests or rights to acquire interests in the
 5053  converting entity are converted, and the interest holders of the
 5054  converting entity are entitled only to the rights provided to
 5055  them under the plan of conversion and to any appraisal rights
 5056  they have under s. 605.1006 and ss. 605.1061-605.1072 and the
 5057  converting entity’s organic law.
 5058         (2)Except as otherwise provided in the private organic
 5059  rules of a domestic converting limited liability company, the
 5060  conversion does not give rise to any rights that a member,
 5061  manager, or third party would otherwise have upon a dissolution,
 5062  liquidation, or winding up of the converting entity.
 5063         (3)When a conversion becomes effective, a person who did
 5064  not have interest holder liability with respect to the
 5065  converting entity and becomes subject to interest holder
 5066  liability with respect to a domestic entity as a result of the
 5067  conversion has interest holder liability only to the extent
 5068  provided by the organic law of the entity and only for those
 5069  debts, obligations, and other liabilities that arise after the
 5070  conversion becomes effective.
 5071         (4)When a conversion becomes effective, the interest
 5072  holder liability of a person who ceases to hold an interest in a
 5073  domestic limited liability company with respect to which the
 5074  person had interest holder liability is as follows:
 5075         (a)The conversion does not discharge interest holder
 5076  liability to the extent the interest holder liability arose
 5077  before the conversion became effective.
 5078         (b)The person does not have interest holder liability for
 5079  any debt, obligation, or other liability that arises after the
 5080  conversion becomes effective.
 5081         (c)The organic law of the jurisdiction of formation of the
 5082  converting limited liability company and the rights of
 5083  contribution provided under such law, or the organic rules of
 5084  the converting limited liability company, continue to apply to
 5085  the release, collection, or discharge of any interest holder
 5086  liability preserved under paragraph (a) as if the conversion had
 5087  not occurred.
 5088         (5)When a conversion becomes effective, a foreign entity
 5089  that is the converted entity may be served with process in this
 5090  state for the collection and enforcement of its debts,
 5091  obligations, and liabilities as provided in s. 605.0117 and
 5092  chapter 48.
 5093         (6)If the converting entity is a registered foreign
 5094  entity, the certificate of authority to conduct business in this
 5095  state of the converting entity is canceled when the conversion
 5096  becomes effective.
 5097         (7)A conversion does not require the entity to wind up its
 5098  affairs and does not constitute or cause the dissolution of the
 5099  entity.
 5100         605.1051Domestication authorized.—By complying with ss.
 5101  605.1051-605.1056, a non-United States entity may become a
 5102  domestic limited liability company if the domestication is
 5103  authorized under the organic law of the non-United States
 5104  entity’s jurisdiction of formation.
 5105         605.1052Plan of domestication.—
 5106         (1)A non-United States entity may become a domestic
 5107  limited liability company by approving a plan of domestication.
 5108  The plan of domestication must be in a record and contain the
 5109  following:
 5110         (a)The name and jurisdiction of formation of the
 5111  domesticating entity.
 5112         (b)If applicable, the manner and basis of converting the
 5113  interests and rights to acquire interests in the domesticating
 5114  entity into interests, securities, obligations, money, other
 5115  property, rights to acquire interests or securities, or any
 5116  combination of the foregoing.
 5117         (c)The proposed public organic record of the domesticating
 5118  entity in this state.
 5119         (d)The full text of the proposed private organic rules of
 5120  the domesticated entity that are to be in a record, if any.
 5121         (e)Any other provision required by the law of the
 5122  jurisdiction of formation of the domesticating entity or the
 5123  organic rules of the domesticating entity.
 5124         (2)In addition to the requirements of subsection (1), a
 5125  plan of domestication may contain any other provision not
 5126  prohibited by law.
 5127         605.1053 Approval of domestication.—A plan of domestication
 5128  of a domesticating entity shall be approved:
 5129         (1)In accordance with the organic law of the domesticating
 5130  entity’s jurisdiction of formation; and
 5131         (2)In a record, by each of the domesticating entity’s
 5132  owners who will have interest holder liability for debts,
 5133  obligations, and other liabilities that arise after the
 5134  domestication becomes effective, unless:
 5135         (a)The organic rules of the domesticating entity in a
 5136  record provide for the approval of a domestication in which some
 5137  or all of the persons who are its owners become subject to
 5138  interest holder liability by the vote or consent of fewer than
 5139  all of the persons who are its owners; and
 5140         (b)The person who will be a member of the domesticated
 5141  limited liability company consented in a record to or voted for
 5142  that provision of the organic rules of the domesticating entity
 5143  or became an owner of the domesticating entity after the
 5144  adoption of that provision.
 5145         605.1054Amendment or abandonment of plan of
 5146  domestication.—
 5147         (1)A plan of domestication of a domesticating entity may
 5148  be amended:
 5149         (a)In the same manner as the plan was approved if the plan
 5150  does not provide for the manner in which it may be amended; or
 5151         (b)By the interest holders of the domesticating entity in
 5152  the manner provided in the plan, but an owner who was entitled
 5153  to vote on or consent to approval of the domestication is
 5154  entitled to vote on or consent to any amendment of the plan that
 5155  will change:
 5156         1.If applicable, the amount or kind of interests,
 5157  securities, obligations, money, other property, rights to
 5158  acquire interests or securities, or any combination of the
 5159  foregoing, to be received by the interest holders of the
 5160  domesticating entity under the plan;
 5161         2.The public organic record, if any, or private organic
 5162  rules of the domesticated limited liability company which will
 5163  be in effect immediately after the domestication becomes
 5164  effective except for changes that do not require approval of the
 5165  interest holders of the domesticating entity under its organic
 5166  law or organic rules; or
 5167         3.Any other terms or conditions of the plan, if the change
 5168  would adversely affect the interest holder in any material
 5169  respect.
 5170         (2)After a plan of domestication has been approved and
 5171  before the articles of domestication become effective, the plan
 5172  may be abandoned as provided in the plan. Unless prohibited by
 5173  the plan, the domesticating entity may abandon the plan in the
 5174  same manner as the plan was approved.
 5175         (3)If a plan of domestication is abandoned after articles
 5176  of domestication have been delivered to the department for
 5177  filing and before such articles of domestication have become
 5178  effective, a statement of abandonment, signed by the
 5179  domesticating entity, must be delivered to the department for
 5180  filing before the articles of domestication become effective.
 5181  The statement of abandonment takes effect on filing, and the
 5182  domestication is abandoned and does not become effective. The
 5183  statement of abandonment must contain the following:
 5184         (a)The name of the domesticating entity.
 5185         (b)The date on which the articles of domestication were
 5186  delivered to the department for filing.
 5187         (c)A statement that the domestication has been abandoned
 5188  in accordance with this section.
 5189         605.1055Articles of domestication.—
 5190         (1)The articles of domestication must be filed with the
 5191  department. The articles of domestication must contain the
 5192  following:
 5193         (a)The date on which the domesticating entity was first
 5194  formed, incorporated, created, or otherwise came into being.
 5195         (b)The name of the domesticating entity immediately before
 5196  the filing of the articles of domestication.
 5197         (c)The articles of organization of the domesticated
 5198  limited liability company, as an attachment.
 5199         (d)The effective date of the domestication as a limited
 5200  liability company, if the effective date of the domestication is
 5201  not the same as the date of filing of the articles of
 5202  domestication, subject to the limitations contained in s.
 5203  605.0207.
 5204         (e)The jurisdiction that constituted the seat, siege
 5205  social, or principal place of business or central administration
 5206  of the domesticating entity, or any other equivalent thereto
 5207  under the law of the jurisdiction of formation, immediately
 5208  before the filing of the articles of domestication.
 5209         (f)A statement that the domestication has been approved in
 5210  accordance with the laws of the jurisdiction of formation of the
 5211  domesticating entity.
 5212         (2)In addition to the requirements of subsection (1),
 5213  articles of domestication may contain any other provision not
 5214  prohibited by law.
 5215         (3)The articles of domestication which are filed with the
 5216  department must be accompanied by a certificate of status or
 5217  equivalent document, if any, from the domesticating entity’s
 5218  jurisdiction of formation.
 5219         (4)The articles of domestication and the articles of
 5220  organization of a domesticated limited liability company must
 5221  satisfy the requirements of the law of this state, and may be
 5222  executed by an authorized representative and registered agent in
 5223  accordance with this chapter.
 5224         605.1056Effect of domestication.—
 5225         (1)When a domestication becomes effective:
 5226         (a)The domesticated limited liability company is:
 5227         1.Organized under and subject to the organic law of this
 5228  state; and
 5229         2.The same entity, without interruption, as the
 5230  domesticating entity;
 5231         (b)All property of the domesticating entity continues to
 5232  be vested in the domesticated limited liability company without
 5233  transfer, reversion, or impairment;
 5234         (c)All debts, obligations, and other liabilities of the
 5235  domesticating entity continue as debts, obligations, and other
 5236  liabilities of the domesticated limited liability company;
 5237         (d)Except as otherwise provided by law or the plan of
 5238  domestication, all the rights, privileges, immunities, powers,
 5239  and purposes of the domesticating entity remain in the
 5240  domesticated limited liability company;
 5241         (e)The name of the domesticated limited liability company
 5242  may be substituted for the name of the domesticating entity in
 5243  any pending action or proceeding;
 5244         (f)The articles of organization of the domesticated
 5245  limited liability company are effective;
 5246         (g)The provisions of the private organic rules of the
 5247  domesticated limited liability company which are to be in a
 5248  record, if any, approved as part of the plan of domestication
 5249  are effective; and
 5250         (h)The interests in the domesticating entity are converted
 5251  to the extent and as approved in connection with the
 5252  domestication, and the interest holders of the domesticating
 5253  entity are entitled only to the rights provided to them under
 5254  the plan of domestication.
 5255         (2)Except as otherwise provided in the organic law or
 5256  organic rules of the domesticating entity, the domestication
 5257  does not give rise to any rights that an interest holder or
 5258  third party would otherwise have upon a dissolution,
 5259  liquidation, or winding up of the domesticating entity.
 5260         (3)When a domestication becomes effective, a person who
 5261  did not have interest holder liability with respect to the
 5262  domesticating entity and becomes subject to interest holder
 5263  liability with respect to the domesticated limited liability
 5264  company as a result of the domestication has interest holder
 5265  liability only to the extent provided by the organic law of the
 5266  domesticating entity and only for those debts, obligations, and
 5267  other liabilities that arise after the domestication becomes
 5268  effective.
 5269         (4)When a domestication becomes effective, the interest
 5270  holder liability of a person who ceases to hold an interest in a
 5271  domestic limited liability company with respect to which the
 5272  person had interest holder liability is as follows:
 5273         (a)The domestication does not discharge any interest
 5274  holder liability under this chapter to the extent the interest
 5275  holder liability arose before the domestication became
 5276  effective;
 5277         (b)A person does not have interest holder liability under
 5278  this chapter for any debt, obligation, or other liability that
 5279  arises after the domestication becomes effective; and
 5280         (c)The organic law of the jurisdiction of formation of the
 5281  domesticating entity and any rights of contribution provided
 5282  under such law, or the organic rules of the domesticating
 5283  entity, continue to apply to the release, collection, or
 5284  discharge of any interest holder liability preserved under
 5285  paragraph (a) as if the domestication had not occurred.
 5286         (5)When a domestication becomes effective, a domesticating
 5287  entity that has become the domesticated limited liability
 5288  company may be served with process in this state for the
 5289  collection and enforcement of its debts, obligations, and
 5290  liabilities as provided in s. 605.0117 and chapter 48.
 5291         (6)If the domesticating entity is qualified to transact
 5292  business in this state, the certificate of authority of the
 5293  domesticating entity is canceled when the domestication becomes
 5294  effective.
 5295         (7)A domestication does not require the domesticating
 5296  entity to wind up its affairs and does not constitute or cause
 5297  the dissolution of the domesticating entity.
 5298         605.1061Appraisal rights; definitions.—The following
 5299  definitions apply to s. 605.1006 and to ss. 605.1061-605.1072:
 5300         (1)“Accrued interest” means interest from the effective
 5301  date of the appraisal event to which the member objects until
 5302  the date of payment, at the rate of interest determined for
 5303  judgments in accordance with s. 55.03, determined as of the
 5304  effective date of the appraisal event.
 5305         (2)“Affiliate” means a person who directly or indirectly,
 5306  through one or more intermediaries, controls, is controlled by,
 5307  or is under common control with another person or is a senior
 5308  executive thereof. For purposes of s. 605.1006(4)(d), a person
 5309  is deemed to be an affiliate of its senior executives.
 5310         (3)“Appraisal event” means an event described in s.
 5311  605.1006(1).
 5312         (4)“Beneficial member” means a person who is the
 5313  beneficial owner of a membership interest held in a voting trust
 5314  or by a nominee on the beneficial owner’s behalf.
 5315         (5)“Fair value” means the value of the member’s membership
 5316  interest determined:
 5317         (a)Immediately before the effectuation of the appraisal
 5318  event to which the member objects;
 5319         (b)Using customary and current valuation concepts and
 5320  techniques generally employed for similar businesses in the
 5321  context of the transaction requiring appraisal, excluding any
 5322  appreciation or depreciation in anticipation of the transaction
 5323  to which the member objects, unless exclusion would be
 5324  inequitable to the limited liability company and its remaining
 5325  members; and
 5326         (c)Without discounting for lack of marketability or
 5327  minority status.
 5328         (6)“Limited liability company” means the limited liability
 5329  company that issued the membership interest held by a member
 5330  demanding appraisal and, for matters covered in ss. 605.1061
 5331  605.1072, includes the converted entity in a conversion or the
 5332  surviving entity in a merger.
 5333         (7)“Member” means a record member or a beneficial member.
 5334         (8)“Membership interest” means a member’s transferable
 5335  interest and all other rights as a member of the limited
 5336  liability company that issued the membership interest, including
 5337  voting rights, management rights, or other rights under this
 5338  chapter or the organic rules of the limited liability company
 5339  except, if the appraisal rights of a member under s. 605.1006
 5340  pertain to only a certain class or series of a membership
 5341  interest, the term “membership interest” means only the
 5342  membership interest pertaining to such class or series.
 5343         (9)“Record member” means each person who is identified as
 5344  a member in the current list of members maintained for purposes
 5345  of s. 605.1006 by the limited liability company, or to the
 5346  extent the limited liability company has failed to maintain a
 5347  current list, each person who is the rightful owner of a
 5348  membership interest in the limited liability company. A
 5349  transferee of a membership interest who has not been admitted as
 5350  a member is not a record member.
 5351         (10)“Senior executive” means a manager in a manager
 5352  managed limited liability company; a member in a member-managed
 5353  limited liability company; or the chief executive officer, chief
 5354  operating officer, chief financial officer, or president or any
 5355  other person in charge of a principal business unit or function
 5356  of a limited liability company, in charge of a manager in a
 5357  manager-managed limited liability company, or in charge of a
 5358  member in a member-managed limited liability company.
 5359         605.1062Assertion of rights by nominees and beneficial
 5360  owners.—
 5361         (1)A record member may assert appraisal rights as to less
 5362  than all the membership interests registered in the record
 5363  member’s name which are owned by a beneficial member only if the
 5364  record member objects with respect to all membership interests
 5365  of the class or series owned by that beneficial member and
 5366  notifies the limited liability company in writing of the name
 5367  and address of each beneficial member on whose behalf appraisal
 5368  rights are being asserted. The rights of a record member who
 5369  asserts appraisal rights for only part of the membership
 5370  interests of the class or series held of record in the record
 5371  member’s name under this subsection shall be determined as if
 5372  the membership interests to which the record member objects and
 5373  the record member’s other membership interests were registered
 5374  in the names of different record members.
 5375         (2)A beneficial member may assert appraisal rights as to a
 5376  membership interest held on behalf of the member only if such
 5377  beneficial member:
 5378         (a)Submits to the limited liability company the record
 5379  member’s written consent to the assertion of such rights by the
 5380  date provided in s. 605.1063(3)(b); and
 5381         (b)Does so with respect to all membership interests of the
 5382  class or series that are beneficially owned by the beneficial
 5383  member.
 5384         605.1063Notice of appraisal rights.—
 5385         (1)If a proposed appraisal event is to be submitted to a
 5386  vote at a members’ meeting, the meeting notice must state that
 5387  the limited liability company has concluded that the members
 5388  are, are not, or may be entitled to assert appraisal rights
 5389  under this chapter.
 5390         (2)If the limited liability company concludes that
 5391  appraisal rights are or may be available, a copy of s. 605.1006
 5392  and ss. 605.1061-605.1072 must accompany the meeting notice sent
 5393  to those record members who are or may be entitled to exercise
 5394  appraisal rights.
 5395         (3)If the appraisal event is to be approved other than by
 5396  a members’ meeting:
 5397         (a)Written notice that appraisal rights are, are not, or
 5398  may be available must be sent to each member from whom a consent
 5399  is solicited at the time consent of such member is first
 5400  solicited, and if the limited liability company has concluded
 5401  that appraisal rights are or may be available, a copy of s.
 5402  605.1006 and ss. 605.1061-605.1072 must accompany such written
 5403  notice; or
 5404         (b)Written notice that appraisal rights are, are not, or
 5405  may be available must be delivered, at least 10 days before the
 5406  appraisal event becomes effective, to all nonconsenting and
 5407  nonvoting members, and, if the limited liability company has
 5408  concluded that appraisal rights are or may be available, a copy
 5409  of s. 605.1006 and ss. 605.1061-605.1072 must accompany such
 5410  written notice.
 5411         (4)If a particular appraisal event is proposed and the
 5412  limited liability company concludes that appraisal rights are or
 5413  may be available, the notice referred to in subsection (1),
 5414  paragraph (3)(a), or paragraph (3)(b) must be accompanied by:
 5415         (a)Financial statements of the limited liability company
 5416  that issued the membership interests that may be or are subject
 5417  to appraisal rights, consisting of a balance sheet as of the end
 5418  of the fiscal year ending not more than 16 months before the
 5419  date of the notice, an income statement for that fiscal year,
 5420  and a cash flow statement for that fiscal year; however, if such
 5421  financial statements are not reasonably available, the limited
 5422  liability company shall provide reasonably equivalent financial
 5423  information; and
 5424         (b)The latest available interim financial statements,
 5425  including year-to-date through the end of the interim period, of
 5426  such limited liability company, if any.
 5427         (5)The right to receive the information described in
 5428  subsection (4) may be waived in writing by a member before or
 5429  after the appraisal event.
 5430         605.1064Notice of intent to demand payment.—
 5431         (1)If a proposed appraisal event is submitted to a vote at
 5432  a members’ meeting, a member who is entitled to and who wishes
 5433  to assert appraisal rights with respect to a class or series of
 5434  membership interests:
 5435         (a)Must deliver, before the vote is taken, to any other
 5436  member of a member-managed limited liability company, to a
 5437  manager of a manager-managed limited liability company, or, if
 5438  the limited liability company has appointed officers, to an
 5439  officer written notice of such person’s intent to demand payment
 5440  if the proposed appraisal event is effectuated; and
 5441         (b)May not vote, or cause or permit to be voted, any
 5442  membership interests of the class or series in favor of the
 5443  appraisal event.
 5444         (2)If a proposed appraisal event is to be approved by less
 5445  than unanimous written consent of the members, a member who is
 5446  entitled to and who wishes to assert appraisal rights with
 5447  respect to a class or series of membership interests must not
 5448  sign a consent in favor of the proposed appraisal event with
 5449  respect to that class or series of membership interests.
 5450         (3)A person who may otherwise be entitled to appraisal
 5451  rights, but does not satisfy the requirements of subsection (1)
 5452  or subsection (2), is not entitled to payment under s. 605.1006
 5453  and ss. 605.1061-605.1072.
 5454         605.1065Appraisal notice and form.—
 5455         (1)If the proposed appraisal event becomes effective, the
 5456  limited liability company must send a written appraisal notice
 5457  and form required by paragraph (2)(a) to all members who satisfy
 5458  the requirements of s. 605.1064(1) or (2).
 5459         (2)The appraisal notice must be sent no earlier than the
 5460  date the appraisal event became effective and within 10 days
 5461  after such date and must:
 5462         (a)Supply a form that specifies the date that the
 5463  appraisal event became effective and that provides for the
 5464  member to state:
 5465         1.The member’s name and address;
 5466         2.The number, classes, and series of membership interests
 5467  as to which the member asserts appraisal rights;
 5468         3.That the member did not vote for or execute a written
 5469  consent with respect to the transaction as to any classes or
 5470  series of membership interests as to which the member asserts
 5471  appraisal rights;
 5472         4.Whether the member accepts the limited liability
 5473  company’s offer as stated in subparagraph (2)(b)5.; and
 5474         5.If the offer is not accepted, the member’s estimated
 5475  fair value of the membership interests and a demand for payment
 5476  of the member’s estimated value plus accrued interest.
 5477         (b)State:
 5478         1.Where the form described in paragraph (a) must be sent;
 5479         2.A date by which the limited liability company must
 5480  receive the form, which date may not be less than 40 days or
 5481  more than 60 days after the date the appraisal notice and form
 5482  described in this section are sent, and that the member is
 5483  considered to have waived the right to demand appraisal with
 5484  respect to the membership interests unless the form is received
 5485  by the limited liability company by such specified date;
 5486         3.In the case of membership interests represented by a
 5487  certificate, the location at which certificates for the
 5488  certificated membership interests must be deposited, if that
 5489  action is required by the limited liability company and the date
 5490  by which those certificates must be deposited, which may not be
 5491  earlier than the date for receiving the required form under
 5492  subparagraph 2.;
 5493         4.The limited liability company’s estimate of the fair
 5494  value of the membership interests;
 5495         5.An offer to each member who is entitled to appraisal
 5496  rights to pay the limited liability company’s estimate of fair
 5497  value provided in subparagraph 4.;
 5498         6.That, if requested in writing, the limited liability
 5499  company will provide to the member so requesting, within 10 days
 5500  after the date specified in subparagraph 2., the number of
 5501  members who return the forms by the specified date and the total
 5502  number of membership interests owned by such members;
 5503         7.The date by which the notice to withdraw under s.
 5504  605.1066 must be received, which date must be within 20 days
 5505  after the date specified in subparagraph 2.; and
 5506         8.If not previously provided, accompanied by a copy of s.
 5507  605.1006 and ss. 605.1061-605.1072.
 5508         605.1066Perfection of rights; right to withdraw.—
 5509         (1)A member who receives notice pursuant to s. 605.1065
 5510  and wishes to exercise appraisal rights must sign and return the
 5511  form received pursuant to s. 605.1065 (1) and, in the case of
 5512  certificated membership interests and if the limited liability
 5513  company so requires, deposit the member’s certificates in
 5514  accordance with the terms of the notice by the date referred to
 5515  in the notice pursuant to s. 605.1065 (2)(b)2. Once a member
 5516  deposits that member’s certificates or, in the case of
 5517  uncertificated membership interests, returns the signed form
 5518  described in s. 605.1065 (2), the member loses all rights as a
 5519  member, unless the member withdraws pursuant to subsection (2).
 5520  Upon receiving a demand for payment from a member who holds an
 5521  uncertificated membership interest, the limited liability
 5522  company shall make an appropriate notation of the demand for
 5523  payment in its records and shall restrict the transfer of the
 5524  membership interest, or the applicable class or series, from the
 5525  date the member delivers the items required by this section.
 5526         (2)A member who has complied with subsection (1) may
 5527  nevertheless decline to exercise appraisal rights and withdraw
 5528  from the appraisal process by so notifying the limited liability
 5529  company in writing by the date provided in the appraisal notice
 5530  pursuant to s. 605.1065(2)(b)7. A member who fails to notify the
 5531  limited liability company in writing of the withdrawal by the
 5532  date provided in the appraisal notice may not thereafter
 5533  withdraw without the limited liability company’s written
 5534  consent.
 5535         (3)A member who does not sign and return the form and, in
 5536  the case of certificated membership interests, deposit that
 5537  member’s certificates, if so required by the limited liability
 5538  company, each by the date set forth in the notice described in
 5539  s. 605.1065(2)(a), is not entitled to payment under s. 605.1006
 5540  and ss. 605.1061-605.1072.
 5541         (4) If the member’s right to receive fair value is
 5542  terminated other than by the purchase of the membership interest
 5543  by the limited liability company, all rights of the member, with
 5544  respect to such membership interest, shall be reinstated
 5545  effective as of the date the member delivered the items required
 5546  by subsection (1), including the right to receive any
 5547  intervening payment or other distribution with respect to such
 5548  membership interest, or, if any such rights have expired or any
 5549  such distribution other than a cash payment has been completed,
 5550  in lieu thereof at the election of the limited liability
 5551  company, the fair value thereof in cash as determined by the
 5552  limited liability company as of the time of such expiration or
 5553  completion, but without prejudice otherwise to any action or
 5554  proceeding of the limited liability company that may have been
 5555  taken by the limited liability company on or after the date the
 5556  member delivered the items required by subsection (1).
 5557         605.1067Member’s acceptance of limited liability company’s
 5558  offer.
 5559         (1)If the member states on the form provided in s.
 5560  605.1065(1) that the member accepts the offer of the limited
 5561  liability company to pay the limited liability company’s
 5562  estimated fair value for the membership interest, the limited
 5563  liability company shall make the payment to the member within 90
 5564  days after the limited liability company’s receipt of the items
 5565  required by s. 605.1066(1).
 5566         (2)Upon payment of the agreed value, the member shall
 5567  cease to have an interest in the membership interest.
 5568         605.1068Procedure if member is dissatisfied with offer.—
 5569         (1)A member who is dissatisfied with the limited liability
 5570  company’s offer as provided pursuant to s. 605.1065(2)(b)4. must
 5571  notify the limited liability company on the form provided
 5572  pursuant to s. 605.1065(1) of the member’s estimate of the fair
 5573  value of the membership interest and demand payment of that
 5574  estimate plus accrued interest.
 5575         (2)A member who fails to notify the limited liability
 5576  company in writing of the member’s demand to be paid the
 5577  member’s estimate of the fair value plus interest under
 5578  subsection (1) within the timeframe provided in s.
 5579  605.1065(2)(b)2. waives the right to demand payment under this
 5580  section and is entitled only to the payment offered by the
 5581  limited liability company pursuant to s. 605.1065(2)(b)4.
 5582         605.1069Court action.—
 5583         (1)If a member makes demand for payment under s. 605.1068
 5584  which remains unsettled, the limited liability company shall
 5585  commence a proceeding within 60 days after receiving the payment
 5586  demand and petition the court to determine the fair value of the
 5587  membership interest plus accrued interest from the date of the
 5588  appraisal event. If the limited liability company does not
 5589  commence the proceeding within the 60-day period, any member who
 5590  has made a demand pursuant to s. 605.1068 may commence the
 5591  proceeding in the name of the limited liability company.
 5592         (2)The proceeding must be commenced in the appropriate
 5593  court of the county in which the limited liability company’s
 5594  principal office in this state is located or, if none, the
 5595  county in which its registered agent is located. If by virtue of
 5596  the appraisal event becoming effective the entity has become a
 5597  foreign entity without a registered agent in this state, the
 5598  proceeding must be commenced in the county in this state in
 5599  which the principal office or registered agent of the limited
 5600  liability company was located immediately before the time the
 5601  appraisal event became effective; if it has, and immediately
 5602  before the appraisal event became effective had no principal
 5603  office in this state, then in the county in which the limited
 5604  liability company has, or immediately before the time the
 5605  appraisal event became effective had, an office in this state;
 5606  or if none in this state, then in the county in which the
 5607  limited liability company’s registered office is or was last
 5608  located.
 5609         (3)All members, whether or not residents of this state,
 5610  whose demands remain unsettled shall be made parties to the
 5611  proceeding as in an action against their membership interests.
 5612  The limited liability company shall serve a copy of the initial
 5613  pleading in such proceeding upon each member-party who is a
 5614  resident of this state in the manner provided by law for the
 5615  service of a summons and complaint and upon each nonresident
 5616  member-party by registered or certified mail or by publication
 5617  as provided by law.
 5618         (4)The jurisdiction of the court in which the proceeding
 5619  is commenced under subsection (2) is plenary and exclusive. If
 5620  it so elects, the court may appoint one or more persons as
 5621  appraisers to receive evidence and recommend a decision on the
 5622  question of fair value. The appraisers shall have the powers
 5623  described in the order appointing them or in an amendment to the
 5624  order. The members demanding appraisal rights are entitled to
 5625  the same discovery rights as parties in other civil proceedings.
 5626  There is no right to a jury trial.
 5627         (5)Each member who is made a party to the proceeding is
 5628  entitled to judgment for the amount of the fair value of such
 5629  member’s membership interests, plus interest, as found by the
 5630  court.
 5631         (6)The limited liability company shall pay each such
 5632  member the amount found to be due within 10 days after final
 5633  determination of the proceedings. Upon payment of the judgment,
 5634  the member ceases to have any interest in the membership
 5635  interests.
 5636         605.1070Court costs and attorney fees.—
 5637         (1)The court in an appraisal proceeding shall determine
 5638  all costs of the proceeding, including the reasonable
 5639  compensation and expenses of appraisers appointed by the court.
 5640  The court shall assess the costs against the limited liability
 5641  company, except that the court may assess costs against all or
 5642  some of the members demanding appraisal, in amounts the court
 5643  finds equitable, to the extent the court finds the members acted
 5644  arbitrarily, vexatiously, or not in good faith with respect to
 5645  the rights provided by this chapter.
 5646         (2)The court in an appraisal proceeding may also assess
 5647  the expenses incurred by the respective parties, in amounts the
 5648  court finds equitable:
 5649         (a)Against the limited liability company and in favor of
 5650  any or all members demanding appraisal, if the court finds the
 5651  limited liability company did not substantially comply with the
 5652  requirements of ss. 605.1061-605.1072; or
 5653         (b)Against either the limited liability company or a
 5654  member demanding appraisal, in favor of another party, if the
 5655  court finds that the party against whom the expenses are
 5656  assessed acted arbitrarily, vexatiously, or not in good faith
 5657  with respect to the rights provided by this chapter.
 5658         (3)If the court in an appraisal proceeding finds that the
 5659  expenses incurred by any member were of substantial benefit to
 5660  other members similarly situated and should not be assessed
 5661  against the limited liability company, the court may direct that
 5662  the expenses be paid out of the amounts awarded the members who
 5663  were benefited.
 5664         (4)To the extent the limited liability company fails to
 5665  make a required payment pursuant to s. 605.1067 or s. 605.1069,
 5666  the member may sue the limited liability company directly for
 5667  the amount owed and, to the extent successful, is entitled to
 5668  recover from the limited liability company all costs and
 5669  expenses of the suit, including attorney fees.
 5670         605.1071Limitation on limited liability company payment.—
 5671         (1)Payment may not be made to a member seeking appraisal
 5672  rights if, at the time of payment, the limited liability company
 5673  is unable to meet the distribution standards of s. 605.0405. In
 5674  such event, the member shall, at the member’s option:
 5675         (a)Withdraw the notice of intent to assert appraisal
 5676  rights, which is deemed withdrawn with the consent of the
 5677  limited liability company; or
 5678         (b)Retain the status as a claimant against the limited
 5679  liability company and, if the limited liability company is
 5680  liquidated, be subordinated to the rights of creditors of the
 5681  limited liability company, but have rights superior to the
 5682  members not asserting appraisal rights and, if the limited
 5683  liability company is not liquidated, retain the right to be paid
 5684  for the membership interest, which right the limited liability
 5685  company shall be obligated to satisfy when the restrictions of
 5686  this section do not apply.
 5687         (2)The member shall exercise the option under subparagraph
 5688  (1)(a) or subparagraph (1)(b) by written notice filed with the
 5689  limited liability company within 30 days after the limited
 5690  liability company has given written notice that the payment for
 5691  the membership interests cannot be made because of the
 5692  restrictions of this section. If the member fails to exercise
 5693  the option, the member is deemed to have withdrawn the notice of
 5694  intent to assert appraisal rights.
 5695         605.1072Other remedies limited.—
 5696         (1)The legality of a proposed or completed appraisal event
 5697  may not be contested, and the appraisal event may not be
 5698  enjoined, set aside, or rescinded, in a legal or equitable
 5699  proceeding by a member after the members have approved the
 5700  appraisal event.
 5701         (2)Subsection (1) does not apply to an appraisal event
 5702  that:
 5703         (a)Was not authorized and approved in accordance with the
 5704  applicable provisions of this chapter, the organic rules of the
 5705  limited liability company, or the resolutions of the members
 5706  authorizing the appraisal event;
 5707         (b)Was procured as a result of fraud, a material
 5708  misrepresentation, or an omission of a material fact that is
 5709  necessary to make statements made, in light of the circumstances
 5710  in which they were made, not misleading; or
 5711         (c)Is an interested transaction, unless it has been
 5712  approved in the same manner as is provided in s. 605.04092 or is
 5713  fair to the limited liability company as defined in s.
 5714  605.04092(1)(c).
 5715         605.1101Uniformity of application and construction.—In
 5716  applying and construing this chapter, consideration must be
 5717  given to the need to promote uniformity of the law with respect
 5718  to the uniform act upon which it is based.
 5719         605.1102Relation to Electronic Signatures in Global and
 5720  National Commerce Act.—This chapter modifies, limits, and
 5721  supersedes the Electronic Signatures in Global and National
 5722  Commerce Act, 15 U.S.C. s. 7001 et seq., but does not modify,
 5723  limit, or supersede s. 101(c) of that act, 15 U.S.C. s. 7001(c),
 5724  or authorize electronic delivery of the notices described in s.
 5725  103(b) of that act, 15 U.S.C. s. 7003(b). Notwithstanding the
 5726  foregoing, this chapter does not operate to modify, limit, or
 5727  supersede any provisions of s. 15.16, s. 116.34, or s. 668.50.
 5728         605.1103Tax exemption on income of certain limited
 5729  liability companies.—
 5730         (1)A limited liability company classified as a partnership
 5731  for federal income tax purposes, or a single-member limited
 5732  liability company that is disregarded as an entity separate from
 5733  its owner for federal income tax purposes, and organized
 5734  pursuant to this chapter or qualified to do business in this
 5735  state as a foreign limited liability company is not an
 5736  “artificial entity” within the purview of s. 220.02 and is not
 5737  subject to the tax imposed under chapter 220. If a single-member
 5738  limited liability company is disregarded as an entity separate
 5739  from its owner for federal income tax purposes, its activities
 5740  are, for purposes of taxation under chapter 220, treated in the
 5741  same manner as a sole proprietorship, branch, or division of the
 5742  owner.
 5743         (2)For purposes of taxation under chapter 220, a limited
 5744  liability company formed in this state or a foreign limited
 5745  liability company with a certificate of authority to transact
 5746  business in this state shall be classified as a partnership or a
 5747  limited liability company that has only one member shall be
 5748  disregarded as an entity separate from its owner for federal
 5749  income tax purposes, unless classified otherwise for federal
 5750  income tax purposes, in which case the limited liability company
 5751  shall be classified identically to its classification for
 5752  federal income tax purposes. For purposes of taxation under
 5753  chapter 220, a member or a transferee of a member of a limited
 5754  liability company formed in this state or a foreign limited
 5755  liability company with a certificate of authority to transact
 5756  business in this state shall be treated as a resident or
 5757  nonresident partner unless classified otherwise for federal
 5758  income tax purposes, in which case the member or transferee of a
 5759  member has the same status as the member or transferee of a
 5760  member has for federal income tax purposes.
 5761         (3)Single-member limited liability companies and other
 5762  entities that are disregarded for federal income tax purposes
 5763  must be treated as separate legal entities for all non-income
 5764  tax purposes. The Department of Revenue shall adopt rules to
 5765  take into account that single-member disregarded entities such
 5766  as limited liability companies and qualified subchapter S
 5767  corporations may be disregarded as separate entities for federal
 5768  tax purposes and therefore may report and account for income,
 5769  employment, and other taxes under the taxpayer identification
 5770  number of the owner of the single-member entity.
 5771         605.1104Interrogatories by department; other powers of
 5772  department.—
 5773         (1)The department may direct to any limited liability
 5774  company or foreign limited liability company subject to this
 5775  chapter, and to a member or manager of any limited liability
 5776  company or foreign limited liability company subject to this
 5777  chapter, interrogatories reasonably necessary and proper to
 5778  enable the department to ascertain whether the limited liability
 5779  company or foreign limited liability company has complied with
 5780  the provisions of this chapter applicable to the limited
 5781  liability company or foreign limited liability company. The
 5782  interrogatories must be answered within 30 days after the date
 5783  of mailing, or within such additional time as fixed by the
 5784  department. The answers to the interrogatories must be full and
 5785  complete and must be made in writing and under oath. If the
 5786  interrogatories are directed to an individual, they must be
 5787  answered by the individual, and if directed to a limited
 5788  liability company or foreign limited liability company, they
 5789  must be answered by a manager of a manager-managed company, a
 5790  member of a member-managed company, or other applicable governor
 5791  if a foreign limited liability company is not member-managed or
 5792  manager managed, or a fiduciary if the company is in the hands
 5793  of a receiver, trustee, or other court-appointed fiduciary.
 5794         (2)The department need not file a record in a court of
 5795  competent jurisdiction to which the interrogatories relate until
 5796  the interrogatories are answered as provided in this chapter,
 5797  and is not required to file a record if the answers disclose
 5798  that the record is not in conformity with the requirements of
 5799  this chapter or if the department has determined that the
 5800  parties to such document have not paid all fees, taxes, and
 5801  penalties due and owing this state. The department shall certify
 5802  to the Department of Legal Affairs, for such action as the
 5803  Department of Legal Affairs may deem appropriate, all
 5804  interrogatories and answers that disclose a violation of this
 5805  chapter.
 5806         (3)The department may, based upon its findings under this
 5807  section or as provided in s. 213.053(15), bring an action in
 5808  circuit court to collect any penalties, fees, or taxes
 5809  determined to be due and owing the state and to compel any
 5810  filing, qualification, or registration required by law. In
 5811  connection with such proceeding, the department may, without
 5812  prior approval by the court, file a lis pendens against any
 5813  property owned by the limited liability company and may further
 5814  certify any findings to the Department of Legal Affairs for the
 5815  initiation of an action permitted pursuant to this chapter which
 5816  the Department of Legal Affairs may deem appropriate.
 5817         (4)The department has the power and authority reasonably
 5818  necessary to administer this chapter efficiently, to perform the
 5819  duties herein imposed upon it, and to adopt reasonable rules
 5820  necessary to carry out its duties and functions under this
 5821  chapter.
 5822         605.1105Reservation of power to amend or repeal.—The
 5823  Legislature has the power to amend or repeal all or part of this
 5824  chapter at any time, and all domestic and foreign limited
 5825  liability companies subject to this chapter shall be governed by
 5826  the amendment or repeal.
 5827         605.1106Savings clause.—
 5828         (1)Except as provided in subsection (2), the repeal of a
 5829  statute by this chapter does not affect:
 5830         (a)The operation of the statute or an action taken under
 5831  it before its repeal, including, without limiting the generality
 5832  of the foregoing, the continuing validity of any provision of
 5833  the articles of organization, regulations, or operating
 5834  agreements of a limited liability company authorized under the
 5835  statute at the time of its adoption;
 5836         (b)Any ratification, right, remedy, privilege, obligation,
 5837  or liability acquired, accrued, or incurred under the statute
 5838  before its repeal;
 5839         (c)Any violation of the statute or any penalty,
 5840  forfeiture, or punishment incurred because of the violation,
 5841  before its repeal; or
 5842         (d)Any proceeding, merger, sale of assets, reorganization,
 5843  or dissolution commenced under the statute before its repeal,
 5844  and the proceeding, merger, sale of assets, reorganization, or
 5845  dissolution may be completed in accordance with the statute as
 5846  if it had not been repealed.
 5847         (2)If a penalty or punishment imposed for violation of a
 5848  statute is reduced by this chapter, the penalty or punishment,
 5849  if not already imposed, shall be imposed in accordance with this
 5850  chapter.
 5851         (3)This chapter does not affect an action commenced,
 5852  proceeding brought, or right accrued before this chapter takes
 5853  effect.
 5854         605.1107Severability clause.—If any provision of this
 5855  chapter or its application to any person or circumstance is held
 5856  invalid, the invalidity does not affect other provisions or
 5857  applications of this chapter which can be given effect without
 5858  the invalid provision or application, and to this end the
 5859  provisions of this chapter are severable.
 5860         605.1108Application to limited liability company formed
 5861  under the Florida Limited Liability Company Act.—
 5862         (1)Subject to subsection (4), before January 1, 2015, this
 5863  chapter governs only:
 5864         (a)A limited liability company formed on or after January
 5865  1, 2014; and
 5866         (b)A limited liability company formed before January 1,
 5867  2014, which elects, in the manner provided in its operating
 5868  agreement or by law for amending the operating agreement, to be
 5869  subject to this chapter.
 5870         (2)On or after January 1, 2015, this chapter governs all
 5871  limited liability companies.
 5872         (3) For the purpose of applying this chapter to a limited
 5873  liability company formed before January 1, 2014, under the
 5874  Florida Limited Liability Company Act, ss. 608.401-608.705:
 5875         (a)The company’s articles of organization are deemed to be
 5876  the company’s articles of organization under this chapter; and
 5877         (b)For the purpose of applying s. 605.0102(39), the
 5878  language in the company’s articles of organization designating
 5879  the company’s management structure operates as if that language
 5880  were in the operating agreement.
 5881         (4)Notwithstanding the provisions of subsections (1) and
 5882  (2), effective January 1, 2014, all documents, instruments, and
 5883  other records submitted to the department must comply with the
 5884  filing requirements stipulated by this chapter.
 5885         Section 3. Section 48.062, Florida Statutes, is created to
 5886  read:
 5887         48.062Service on a limited liability company.—
 5888         (1) Process against a limited liability company, domestic
 5889  or foreign, may be served on the registered agent designated by
 5890  the limited liability company under chapter 605 or chapter 608.
 5891  A person attempting to serve process pursuant to this subsection
 5892  may serve the process on any employee of the registered agent
 5893  during the first attempt at service even if the registered agent
 5894  is a natural person and is temporarily absent from his or her
 5895  office.
 5896         (2) If service cannot be made on a registered agent of the
 5897  limited liability company because of failure to comply with
 5898  chapter 605 or chapter 608 or because the limited liability
 5899  company does not have a registered agent, or if its registered
 5900  agent cannot with reasonable diligence be served, process
 5901  against the limited liability company, domestic or foreign, may
 5902  be served:
 5903         (a) On a member of a member-managed limited liability
 5904  company;
 5905         (b) On a manager of a manager-managed limited liability
 5906  company; or
 5907         (c) If a member or manager is not available during regular
 5908  business hours to accept service on behalf of the limited
 5909  liability company, he, she, or it may designate an employee of
 5910  the limited liability company to accept such service. After one
 5911  attempt to serve a member, manager, or designated employee has
 5912  been made, process may be served on the person in charge of the
 5913  limited liability company during regular business hours.
 5914         (3) If, after reasonable diligence, service of process
 5915  cannot be completed under subsection (1) or (2), service of
 5916  process may be effected by service upon the Secretary of State
 5917  as agent of the limited liability company as provided for in s.
 5918  48.181.
 5919         (4) If the address provided for the registered agent,
 5920  member or manager is a residence or private mailbox, service on
 5921  the limited liability company, domestic or foreign, may be made
 5922  by serving the registered agent, member or manager in accordance
 5923  with s. 48.031.
 5924         (5) This section does not apply to service of process on
 5925  insurance companies.
 5926         Section 4. Effective July 1, 2014, and contingent upon the
 5927  amendment of s. 608.452, Florida Statutes, by the enactment of
 5928  Senate Bill 1490 or other similar legislation, the fees provided
 5929  under s. 605.0213, Florida Statutes, as created under this act,
 5930  are amended to reflect the fee changes to s. 608.452, Florida
 5931  Statutes, by Senate Bill 1490 or other similar legislation.
 5932         Section 5. Effective January 1, 2015, the Florida Limited
 5933  Liability Company Act, consisting of ss. 608.401-608.705,
 5934  Florida Statutes, is repealed.
 5935         Section 6. Subsection (3) of section 607.1109, Florida
 5936  Statutes, is amended to read:
 5937         607.1109 Articles of merger.—
 5938         (3) A domestic corporation is not required to file articles
 5939  of merger pursuant to subsection (1) if the domestic corporation
 5940  is named as a party or constituent organization in articles of
 5941  merger or a certificate of merger filed for the same merger in
 5942  accordance with s. 605.1025, s. 608.4382(1), s. 617.1108, s.
 5943  620.2108(3), or s. 620.8918(1) and (2), and if the articles of
 5944  merger or certificate of merger substantially complies with the
 5945  requirements of this section. In such a case, the other articles
 5946  of merger or certificate of merger may also be used for purposes
 5947  of subsection (2).
 5948         Section 7. Effective January 1, 2015, subsection (3) of
 5949  section 607.1109, Florida Statutes, is amended to read:
 5950         607.1109 Articles of merger.—
 5951         (3) A domestic corporation is not required to file articles
 5952  of merger pursuant to subsection (1) if the domestic corporation
 5953  is named as a party or constituent organization in articles of
 5954  merger or a certificate of merger filed for the same merger in
 5955  accordance with s. 605.1025, s. 608.4382(1), s. 617.1108, s.
 5956  620.2108(3), or s. 620.8918(1) and (2), and if the articles of
 5957  merger or certificate of merger substantially complies with the
 5958  requirements of this section. In such a case, the other articles
 5959  of merger or certificate of merger may also be used for purposes
 5960  of subsection (2).
 5961         Section 8. Subsection (3) of section 607.1113, Florida
 5962  Statutes, is amended to read:
 5963         607.1113 Certificate of conversion.—
 5964         (3) A converting domestic corporation is not required to
 5965  file a certificate of conversion pursuant to subsection (1) if
 5966  the converting domestic corporation files articles of conversion
 5967  or a certificate of conversion that substantially complies with
 5968  the requirements of this section pursuant to s. 605.1045, s.
 5969  608.439, s. 620.2104(1)(b), or s. 620.8914(1)(b) and contains
 5970  the signatures required by this chapter. In such a case, the
 5971  other certificate of conversion may also be used for purposes of
 5972  subsection (2).
 5973         Section 9. Effective January 1, 2015, subsection (3) of
 5974  section 607.1113, Florida Statutes, is amended to read:
 5975         607.1113 Certificate of conversion.—
 5976         (3) A converting domestic corporation is not required to
 5977  file a certificate of conversion pursuant to subsection (1) if
 5978  the converting domestic corporation files articles of conversion
 5979  or a certificate of conversion that substantially complies with
 5980  the requirements of this section pursuant to s. 605.1045, s.
 5981  608.439, s. 620.2104(1)(b), or s. 620.8914(1)(b) and contains
 5982  the signatures required by this chapter. In such a case, the
 5983  other certificate of conversion may also be used for purposes of
 5984  subsection (2).
 5985         Section 10. Subsections (1) and (2) of section 607.193,
 5986  Florida Statutes, are amended to read:
 5987         607.193 Supplemental corporate fee.—
 5988         (1) In addition to any other taxes imposed by law, an
 5989  annual supplemental corporate fee of $88.75 is imposed on each
 5990  business entity that is authorized to transact business in this
 5991  state and is required to file an annual report with the
 5992  Department of State under s. 605.0212, s. 607.1622, s. 608.4511,
 5993  or s. 620.1210.
 5994         (2)(a) The business entity shall remit the supplemental
 5995  corporate fee to the Department of State at the time it files
 5996  the annual report required by s. 605.0212, s. 607.1622, s.
 5997  608.4511, or s. 620.1210.
 5998         (b) In addition to the fees levied under ss. 607.0122,
 5999  608.452, and 620.1109, s. 605.0213 or s. 608.452, and the
 6000  supplemental corporate fee, a late charge of $400 shall be
 6001  imposed if the supplemental corporate fee is remitted after May
 6002  1 except in circumstances in which a business entity was
 6003  administratively dissolved or its certificate of authority was
 6004  revoked due to its failure to file an annual report and the
 6005  entity subsequently applied for reinstatement and paid the
 6006  applicable reinstatement fee.
 6007         Section 11. Effective January 1, 2015, subsections (1) and
 6008  (2) of section 607.193, Florida Statutes, are amended to read:
 6009         607.193 Supplemental corporate fee.—
 6010         (1) In addition to any other taxes imposed by law, an
 6011  annual supplemental corporate fee of $88.75 is imposed on each
 6012  business entity that is authorized to transact business in this
 6013  state and is required to file an annual report with the
 6014  Department of State under s. 605.0212, s. 607.1622, s. 608.4511,
 6015  or s. 620.1210.
 6016         (2)(a) The business entity shall remit the supplemental
 6017  corporate fee to the Department of State at the time it files
 6018  the annual report required by s. 605.0212, s. 607.1622, s.
 6019  608.4511, or s. 620.1210.
 6020         (b) In addition to the fees levied under ss. 605.0213,
 6021  607.0122, and 620.1109, s. 605.0213 or s. 608.452, and the
 6022  supplemental corporate fee, a late charge of $400 shall be
 6023  imposed if the supplemental corporate fee is remitted after May
 6024  1 except in circumstances in which a business entity was
 6025  administratively dissolved or its certificate of authority was
 6026  revoked due to its failure to file an annual report and the
 6027  entity subsequently applied for reinstatement and paid the
 6028  applicable reinstatement fee.
 6029         Section 12. Subsection (2) of section 617.1108, Florida
 6030  Statutes, is amended to read:
 6031         617.1108 Merger of domestic corporation and other business
 6032  entities.—
 6033         (2) A domestic corporation not for profit organized under
 6034  this chapter is not required to file articles of merger pursuant
 6035  to this section if the corporation not for profit is named as a
 6036  party or constituent organization in articles of merger or a
 6037  certificate of merger filed for the same merger in accordance
 6038  with s. 605.1025, s. 607.1109, s. 608.4382(1), s. 620.2108(3),
 6039  or s. 620.8918(1) and (2). In such a case, the other articles of
 6040  merger or certificate of merger may also be used for purposes of
 6041  subsection (3).
 6042         Section 13. Effective January 1, 2015, subsection (2) of
 6043  section 617.1108, Florida Statutes, is amended to read:
 6044         617.1108 Merger of domestic corporation and other business
 6045  entities.—
 6046         (2) A domestic corporation not for profit organized under
 6047  this chapter is not required to file articles of merger pursuant
 6048  to this section if the corporation not for profit is named as a
 6049  party or constituent organization in articles of merger or a
 6050  certificate of merger filed for the same merger in accordance
 6051  with s. 605.1025, s. 607.1109, s. 608.4382(1), s. 620.2108(3),
 6052  or s. 620.8918(1) and (2). In such a case, the other articles of
 6053  merger or certificate of merger may also be used for purposes of
 6054  subsection (3).
 6055         Section 14. Paragraph (c) of subsection (1) of section
 6056  620.2104, Florida Statutes, is amended to read:
 6057         620.2104 Filings required for conversion; effective date.—
 6058         (1) After a plan of conversion is approved:
 6059         (c) A converting limited partnership is not required to
 6060  file a certificate of conversion pursuant to paragraph (a) if
 6061  the converting limited partnership files articles of conversion
 6062  or a certificate of conversion that substantially complies with
 6063  the requirements of this section pursuant to s. 605.1045, s.
 6064  607.1115, s. 608.439, or s. 620.8914(1)(b) and contains the
 6065  signatures required by this chapter. In such a case, the other
 6066  certificate of conversion may also be used for purposes of s.
 6067  620.2105(4).
 6068         Section 15. Effective January 1, 2015, paragraph (c) of
 6069  subsection (1) of section 620.2104, Florida Statutes, is amended
 6070  to read:
 6071         620.2104 Filings required for conversion; effective date.—
 6072         (1) After a plan of conversion is approved:
 6073         (c) A converting limited partnership is not required to
 6074  file a certificate of conversion pursuant to paragraph (a) if
 6075  the converting limited partnership files articles of conversion
 6076  or a certificate of conversion that substantially complies with
 6077  the requirements of this section pursuant to s. 605.1045, s.
 6078  607.1115, s. 608.439, or s. 620.8914(1)(b) and contains the
 6079  signatures required by this chapter. In such a case, the other
 6080  certificate of conversion may also be used for purposes of s.
 6081  620.2105(4).
 6082         Section 16. Subsection (3) of section 620.2108, Florida
 6083  Statutes, is amended to read:
 6084         620.2108 Filings required for merger; effective date.—
 6085         (3) Each constituent limited partnership shall deliver the
 6086  certificate of merger for filing in the Department of State
 6087  unless the constituent limited partnership is named as a party
 6088  or constituent organization in articles of merger or a
 6089  certificate of merger filed for the same merger in accordance
 6090  with s. 605.1025, s. 607.1109(1), s. 608.4382(1), s. 617.1108,
 6091  or s. 620.8918(1) and (2) and such articles of merger or
 6092  certificate of merger substantially complies with the
 6093  requirements of this section. In such a case, the other articles
 6094  of merger or certificate of merger may also be used for purposes
 6095  of s. 620.2109(3).
 6096         Section 17. Effective January 1, 2015, subsection (3) of
 6097  section 620.2108, Florida Statutes, is amended to read:
 6098         620.2108 Filings required for merger; effective date.—
 6099         (3) Each constituent limited partnership shall deliver the
 6100  certificate of merger for filing in the Department of State
 6101  unless the constituent limited partnership is named as a party
 6102  or constituent organization in articles of merger or a
 6103  certificate of merger filed for the same merger in accordance
 6104  with s. 605.1025, s. 607.1109(1), s. 608.4382(1), s. 617.1108,
 6105  or s. 620.8918(1) and (2) and such articles of merger or
 6106  certificate of merger substantially complies with the
 6107  requirements of this section. In such a case, the other articles
 6108  of merger or certificate of merger may also be used for purposes
 6109  of s. 620.2109(3).
 6110         Section 18. Subsection (1) of section 620.8914, Florida
 6111  Statutes, is amended to read:
 6112         620.8914 Filings required for conversion; effective date.—
 6113         (1) After a plan of conversion is approved:
 6114         (a) A converting partnership shall deliver to the
 6115  Department of State for filing a registration statement in
 6116  accordance with s. 620.8105, if such statement was not
 6117  previously filed, and a certificate of conversion, in accordance
 6118  with s. 620.8105, which must include:
 6119         1. A statement that the partnership has been converted into
 6120  another organization.
 6121         2. The name and form of the organization and the
 6122  jurisdiction of its governing law.
 6123         3. The date the conversion is effective under the governing
 6124  law of the converted organization.
 6125         4. A statement that the conversion was approved as required
 6126  by this act.
 6127         5. A statement that the conversion was approved as required
 6128  by the governing law of the converted organization.
 6129         6. If the converted organization is a foreign organization
 6130  not authorized to transact business in this state, the street
 6131  and mailing address of an office which the Department of State
 6132  may use for the purposes of s. 620.8915(3).
 6133         (b) In the case of a converting organization converting
 6134  into a partnership to be governed by this act, the converting
 6135  organization shall deliver to the Department of State for
 6136  filing:
 6137         1. A registration statement in accordance with s. 620.8105.
 6138         2. A certificate of conversion, in accordance with s.
 6139  620.8105, signed by a general partner of the partnership in
 6140  accordance with s. 620.8105(6) and by the converting
 6141  organization as required by applicable law, which certificate of
 6142  conversion must include:
 6143         a. A statement that the partnership was converted from
 6144  another organization.
 6145         b. The name and form of the converting organization and the
 6146  jurisdiction of its governing law.
 6147         c. A statement that the conversion was approved as required
 6148  by this act.
 6149         d. A statement that the conversion was approved in a manner
 6150  that complied with the converting organization’s governing law.
 6151         e. The effective time of the conversion, if other than the
 6152  time of the filing of the certificate of conversion.
 6153  
 6154  A converting domestic partnership is not required to file a
 6155  certificate of conversion pursuant to paragraph (a) if the
 6156  converting domestic partnership files articles of conversion or
 6157  a certificate of conversion that substantially complies with the
 6158  requirements of this section pursuant to s. 605.1045, s.
 6159  607.1115, s. 608.439, or s. 620.2104(1)(b) and contains the
 6160  signatures required by this chapter. In such a case, the other
 6161  certificate of conversion may also be used for purposes of s.
 6162  620.8915(4).
 6163         Section 19. Effective January 1, 2015, subsection (1) of
 6164  section 620.8914, Florida Statutes, is amended to read:
 6165         620.8914 Filings required for conversion; effective date.—
 6166         (1) After a plan of conversion is approved:
 6167         (a) A converting partnership shall deliver to the
 6168  Department of State for filing a registration statement in
 6169  accordance with s. 620.8105, if such statement was not
 6170  previously filed, and a certificate of conversion, in accordance
 6171  with s. 620.8105, which must include:
 6172         1. A statement that the partnership has been converted into
 6173  another organization.
 6174         2. The name and form of the organization and the
 6175  jurisdiction of its governing law.
 6176         3. The date the conversion is effective under the governing
 6177  law of the converted organization.
 6178         4. A statement that the conversion was approved as required
 6179  by this act.
 6180         5. A statement that the conversion was approved as required
 6181  by the governing law of the converted organization.
 6182         6. If the converted organization is a foreign organization
 6183  not authorized to transact business in this state, the street
 6184  and mailing address of an office which the Department of State
 6185  may use for the purposes of s. 620.8915(3).
 6186         (b) In the case of a converting organization converting
 6187  into a partnership to be governed by this act, the converting
 6188  organization shall deliver to the Department of State for
 6189  filing:
 6190         1. A registration statement in accordance with s. 620.8105.
 6191         2. A certificate of conversion, in accordance with s.
 6192  620.8105, signed by a general partner of the partnership in
 6193  accordance with s. 620.8105(6) and by the converting
 6194  organization as required by applicable law, which certificate of
 6195  conversion must include:
 6196         a. A statement that the partnership was converted from
 6197  another organization.
 6198         b. The name and form of the converting organization and the
 6199  jurisdiction of its governing law.
 6200         c. A statement that the conversion was approved as required
 6201  by this act.
 6202         d. A statement that the conversion was approved in a manner
 6203  that complied with the converting organization’s governing law.
 6204         e. The effective time of the conversion, if other than the
 6205  time of the filing of the certificate of conversion.
 6206  
 6207  A converting domestic partnership is not required to file a
 6208  certificate of conversion pursuant to paragraph (a) if the
 6209  converting domestic partnership files articles of conversion or
 6210  a certificate of conversion that substantially complies with the
 6211  requirements of this section pursuant to s. 605.1045, s.
 6212  607.1115, s. 608.439, or s. 620.2104(1)(b) and contains the
 6213  signatures required by this chapter. In such a case, the other
 6214  certificate of conversion may also be used for purposes of s.
 6215  620.8915(4).
 6216         Section 20. Subsection (3) of section 620.8918, Florida
 6217  Statutes, is amended to read:
 6218         620.8918 Filings required for merger; effective date.—
 6219         (3) Each domestic constituent partnership shall deliver the
 6220  certificate of merger for filing with the Department of State,
 6221  unless the domestic constituent partnership is named as a party
 6222  or constituent organization in articles of merger or a
 6223  certificate of merger filed for the same merger in accordance
 6224  with s. 605.1025, s. 607.1109(1), s. 608.4382(1), s. 617.1108,
 6225  or s. 620.2108(3). The articles of merger or certificate of
 6226  merger must substantially comply with the requirements of this
 6227  section. In such a case, the other articles of merger or
 6228  certificate of merger may also be used for purposes of s.
 6229  620.8919(3). Each domestic constituent partnership in the merger
 6230  shall also file a registration statement in accordance with s.
 6231  620.8105(1) if it does not have a currently effective
 6232  registration statement filed with the Department of State.
 6233         Section 21. Effective January 1, 2015, subsection (3) of
 6234  section 620.8918, Florida Statutes, is amended to read:
 6235         620.8918 Filings required for merger; effective date.—
 6236         (3) Each domestic constituent partnership shall deliver the
 6237  certificate of merger for filing with the Department of State,
 6238  unless the domestic constituent partnership is named as a party
 6239  or constituent organization in articles of merger or a
 6240  certificate of merger filed for the same merger in accordance
 6241  with s. 605.1025, s. 607.1109(1), s. 608.4382(1), s. 617.1108,
 6242  or s. 620.2108(3). The articles of merger or certificate of
 6243  merger must substantially comply with the requirements of this
 6244  section. In such a case, the other articles of merger or
 6245  certificate of merger may also be used for purposes of s.
 6246  620.8919(3). Each domestic constituent partnership in the merger
 6247  shall also file a registration statement in accordance with s.
 6248  620.8105(1) if it does not have a currently effective
 6249  registration statement filed with the Department of State.
 6250         Section 22. Section 621.051, Florida Statutes, is amended
 6251  to read:
 6252         621.051 Limited liability company organization.—A group of
 6253  professional service corporations, professional limited
 6254  liability companies, or individuals, in any combination, duly
 6255  licensed or otherwise legally authorized to render the same
 6256  professional services may organize and become members of a
 6257  professional limited liability company for pecuniary profit
 6258  under the provisions of chapter 605 or chapter 608 for the sole
 6259  and specific purpose of rendering the same and specific
 6260  professional service.
 6261         Section 23. Effective January 1, 2015, section 621.051,
 6262  Florida Statutes, is amended to read:
 6263         621.051 Limited liability company organization.—A group of
 6264  professional service corporations, professional limited
 6265  liability companies, or individuals, in any combination, duly
 6266  licensed or otherwise legally authorized to render the same
 6267  professional services may organize and become members of a
 6268  professional limited liability company for pecuniary profit
 6269  under the provisions of chapter 605 or chapter 608 for the sole
 6270  and specific purpose of rendering the same and specific
 6271  professional service.
 6272         Section 24. Section 621.07, Florida Statutes, is amended to
 6273  read:
 6274         621.07 Liability of officers, agents, employees,
 6275  shareholders, members, and corporation or limited liability
 6276  company.—Nothing contained in this act shall be interpreted to
 6277  abolish, repeal, modify, restrict, or limit the law now in
 6278  effect in this state applicable to the professional relationship
 6279  and liabilities between the person furnishing the professional
 6280  services and the person receiving such professional service and
 6281  to the standards for professional conduct; provided, however,
 6282  that any officer, agent, member, manager, or employee of a
 6283  corporation or limited liability company organized under this
 6284  act shall be personally liable and accountable only for
 6285  negligent or wrongful acts or misconduct committed by that
 6286  person, or by any person under that person’s direct supervision
 6287  and control, while rendering professional service on behalf of
 6288  the corporation or limited liability company to the person for
 6289  whom such professional services were being rendered; and
 6290  provided further that the personal liability of shareholders of
 6291  a corporation, or members of a limited liability company,
 6292  organized under this act, in their capacity as shareholders or
 6293  members of such corporation or limited liability company, shall
 6294  be no greater in any aspect than that of a shareholder-employee
 6295  of a corporation organized under chapter 607 or a member
 6296  employee of a limited liability company organized under chapter
 6297  605 or chapter 608. The corporation or limited liability company
 6298  shall be liable up to the full value of its property for any
 6299  negligent or wrongful acts or misconduct committed by any of its
 6300  officers, agents, members, managers, or employees while they are
 6301  engaged on behalf of the corporation or limited liability
 6302  company in the rendering of professional services.
 6303         Section 25. Effective January 1, 2015, section 621.07,
 6304  Florida Statutes, is amended to read:
 6305         621.07 Liability of officers, agents, employees,
 6306  shareholders, members, and corporation or limited liability
 6307  company.—Nothing contained in this act shall be interpreted to
 6308  abolish, repeal, modify, restrict, or limit the law now in
 6309  effect in this state applicable to the professional relationship
 6310  and liabilities between the person furnishing the professional
 6311  services and the person receiving such professional service and
 6312  to the standards for professional conduct; provided, however,
 6313  that any officer, agent, member, manager, or employee of a
 6314  corporation or limited liability company organized under this
 6315  act shall be personally liable and accountable only for
 6316  negligent or wrongful acts or misconduct committed by that
 6317  person, or by any person under that person’s direct supervision
 6318  and control, while rendering professional service on behalf of
 6319  the corporation or limited liability company to the person for
 6320  whom such professional services were being rendered; and
 6321  provided further that the personal liability of shareholders of
 6322  a corporation, or members of a limited liability company,
 6323  organized under this act, in their capacity as shareholders or
 6324  members of such corporation or limited liability company, shall
 6325  be no greater in any aspect than that of a shareholder-employee
 6326  of a corporation organized under chapter 607 or a member
 6327  employee of a limited liability company organized under chapter
 6328  605 or chapter 608. The corporation or limited liability company
 6329  shall be liable up to the full value of its property for any
 6330  negligent or wrongful acts or misconduct committed by any of its
 6331  officers, agents, members, managers, or employees while they are
 6332  engaged on behalf of the corporation or limited liability
 6333  company in the rendering of professional services.
 6334         Section 26. Subsections (2) and (4) of section 621.12,
 6335  Florida Statutes, are amended to read:
 6336         621.12 Identification with individual shareholders or
 6337  individual members.—
 6338         (2) The name shall also contain:
 6339         (a) The word “chartered”; or
 6340         (b)1. In the case of a professional corporation, the words
 6341  “professional association” or the abbreviation “P.A.”; or
 6342         2. In the case of a professional limited liability company,
 6343  formed before January 1, 2014, the words “professional limited
 6344  company” or “professional limited liability company,” or the
 6345  abbreviation “P.L.,or “P.L.L.C.” or the designation “PL” or
 6346  “PLLC,” in lieu of the words “limited company” or “limited
 6347  liability company,” or the abbreviation “L.C.” or “L.L.C.” or
 6348  the designation “LC” or “LLC” as otherwise required under s.
 6349  605.0112 or s. 608.406.
 6350         3. In the case of a professional limited liability company
 6351  formed on or after January 1, 2014, the words “professional
 6352  limited liability company,” the abbreviation “P.L.L.C.” or the
 6353  designation “PLLC,” in lieu of the words “limited liability
 6354  company,” or the abbreviation “L.L.C.” or the designation “LLC”
 6355  as otherwise required under s.605.0112.
 6356         (4) It shall be permissible, however, for the corporation
 6357  or limited liability company to render professional services and
 6358  to exercise its authorized powers under a name which is
 6359  identical to its name or contains any one or more of the last
 6360  names of any shareholder or member included in such name except
 6361  that the word “chartered,” the words “professional association,”
 6362  or “professional limited company,” or “professional limited
 6363  liability company,” or the abbreviations “P.A.,or “P.L.,or
 6364  “P.L.L.C.,” or the designation “PL” or “PLLC” may be omitted,
 6365  provided that the corporation or limited liability company has
 6366  first registered the name to be so used in the manner required
 6367  for the registration of fictitious names.
 6368         Section 27. Section 621.13, Florida Statutes, is amended to
 6369  read:
 6370         621.13 Applicability of chapters 605, 607, and 608.—
 6371         (1) Chapter 607 is applicable to a corporation organized
 6372  pursuant to this act except to the extent that any of the
 6373  provisions of this act are interpreted to be in conflict with
 6374  the provisions of chapter 607. In such event, the provisions and
 6375  sections of this act shall take precedence with respect to a
 6376  corporation organized pursuant to the provisions of this act.
 6377         (2)(a)Before January 1, 2014, and during any transition
 6378  period thereafter, chapter 608 is applicable to a limited
 6379  liability company organized pursuant to this act before January
 6380  1, 2014, except to the extent that any of the provisions of this
 6381  act are interpreted to be in conflict with the provisions of
 6382  chapter 608. In such event, the provisions and sections of this
 6383  act shall take precedence with respect to a limited liability
 6384  company organized pursuant to the provisions of this act.
 6385         (b) On and after January 1, 2014, chapter 605 is applicable
 6386  to a limited liability company organized pursuant to this act on
 6387  or after January 1, 2014, except to the extent that any of the
 6388  provisions of this act are interpreted to be in conflict with
 6389  the provisions of chapter 605. In such event, the provisions and
 6390  sections of this act shall take precedence with respect to a
 6391  limited liability company organized pursuant to the provisions
 6392  of this act.
 6393         (c) After an election is made to be subject to the
 6394  provisions of chapter 605, chapter 605 applies to a limited
 6395  liability company organized pursuant to this act before January
 6396  1, 2014, except to the extent that any of the provisions of this
 6397  act are interpreted to be in conflict with the provisions of
 6398  chapter 605. In such event, the provisions and sections of this
 6399  act shall take precedence with respect to a limited liability
 6400  company organized pursuant to the provisions of this act.
 6401         (3) A professional corporation or limited liability company
 6402  heretofore or hereafter organized under this act may change its
 6403  business purpose from the rendering of professional service to
 6404  provide for any other lawful purpose by amending its certificate
 6405  of incorporation in the manner required for an original
 6406  incorporation under chapter 607 or by amending its certificate
 6407  of organization in the manner required for an original
 6408  organization under chapter 608, or for a limited liability
 6409  company subject to chapter 605 by amending its certificate of
 6410  organization in the manner required for an original organization
 6411  under chapter 605. However, such an amendment, when filed with
 6412  and accepted by the Department of State, shall remove such
 6413  corporation or limited liability company from the provisions of
 6414  this chapter including, but not limited to, the right to
 6415  practice a profession. A change of business purpose shall not
 6416  have any effect on the continued existence of the corporation or
 6417  limited liability company.
 6418         Section 28. Effective January 1, 2015, section 621.13,
 6419  Florida Statutes, is amended to read:
 6420         621.13 Applicability of chapters 605 and, 607, and 608.—
 6421         (1) Chapter 607 is applicable to a corporation organized
 6422  pursuant to this act except to the extent that any of the
 6423  provisions of this act are interpreted to be in conflict with
 6424  the provisions of chapter 607. In such event, the provisions and
 6425  sections of this act shall take precedence with respect to a
 6426  corporation organized pursuant to the provisions of this act.
 6427         (2)(a)Chapter 605 Before January 1, 2014, and during any
 6428  transition period thereafter, chapter 608 is applicable to a
 6429  limited liability company organized pursuant to this act before
 6430  January 1, 2014, except to the extent that any of the provisions
 6431  of this act are interpreted to be in conflict with the
 6432  provisions of chapter 605 608. In such event, the provisions and
 6433  sections of this act shall take precedence with respect to a
 6434  limited liability company organized pursuant to the provisions
 6435  of this act.
 6436         (b) On and after January 1, 2014, chapter 605 is applicable
 6437  to a limited liability company organized pursuant to this act on
 6438  or after January 1, 2014, except to the extent that any of the
 6439  provisions of this act are interpreted to be in conflict with
 6440  the provisions of chapter 605. In such event, the provisions and
 6441  sections of this act shall take precedence with respect to a
 6442  limited liability company organized pursuant to the provisions
 6443  of this act.
 6444         (c) After an election is made to be subject to the
 6445  provisions of chapter 605, chapter 605 applies to a limited
 6446  liability company organized pursuant to this act before January
 6447  1, 2014, except to the extent that any of the provisions of this
 6448  act are interpreted to be in conflict with the provisions of
 6449  chapter 605. In such event, the provisions and sections of this
 6450  act shall take precedence with respect to a limited liability
 6451  company organized pursuant to the provisions of this act.
 6452         (3) A professional corporation or limited liability company
 6453  heretofore or hereafter organized under this act may change its
 6454  business purpose from the rendering of professional service to
 6455  provide for any other lawful purpose by amending its certificate
 6456  of incorporation in the manner required for an original
 6457  incorporation under chapter 607 or by amending its certificate
 6458  of organization in the manner required for an original
 6459  organization under chapter 608, or for a limited liability
 6460  company subject to chapter 605 by amending its certificate of
 6461  organization in the manner required for an original organization
 6462  under chapter 605. However, such an amendment, when filed with
 6463  and accepted by the Department of State, shall remove such
 6464  corporation or limited liability company from the provisions of
 6465  this chapter including, but not limited to, the right to
 6466  practice a profession. A change of business purpose shall not
 6467  have any effect on the continued existence of the corporation or
 6468  limited liability company.
 6469         Section 29. Except as otherwise provided, this act shall
 6470  take effect January 1, 2014.