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The Committee on Judiciary (Deutch) recommended the following

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amendment:

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     Senate Amendment (with title amendment)

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     Between lines 431 and 432,

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insert:

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     Section 18.  Section 621.06, Florida Statutes, is amended to

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read:

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     621.06  Rendition of professional services, limitations.--No

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corporation or limited liability company organized under this act

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may render professional services except through its members,

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officers, employees, and agents who are duly licensed or

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otherwise legally authorized to render such professional services

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within this state; provided, however, this provision shall not be

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interpreted to include in the term "employee," as used herein,

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clerks, secretaries, bookkeepers, technicians, and other

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assistants who are not usually and ordinarily considered by

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custom and practice to be rendering professional services to the

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public for which a license or other legal authorization is

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required; and provided further, that nothing contained in this

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act shall be interpreted to require that the right of an

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individual to be a shareholder of a corporation or a member of a

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limited liability company organized under this act, or to

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organize such a corporation or limited liability company, is

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dependent upon the present or future existence of an employment

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relationship between him or her and such corporation or limited

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liability company, or his or her present or future active

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participation in any capacity in the production of the income of

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such corporation or limited liability company or in the

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performance of the services rendered by such corporation or

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limited liability company.

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     Section 19.  Section 621.10, Florida Statutes, is amended to

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read:

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     621.10  Disqualification of member, shareholder, officer,

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agent, or employee; administrative dissolution.--If any member,

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officer, shareholder, agent, or employee of a corporation or

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limited liability company organized under this chapter who has

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been rendering professional service to the public becomes legally

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disqualified to render such professional services within this

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state or accepts employment that, pursuant to existing law,

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places restrictions or limitations upon that person's continued

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rendering of such professional services, that person shall sever

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all employment with, and financial interests in, such corporation

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or limited liability company forthwith. A corporation's or

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limited liability company's failure to require compliance with

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this provision shall constitute a ground for the judicial

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dissolution of the corporation or limited liability company. When

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a corporation's or limited liability company's failure to comply

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with this provision is brought to the attention of the Department

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of State, the department forthwith shall certify that fact to the

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Department of Legal Affairs for appropriate action to dissolve

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the corporation or limited liability company.  

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     Section 20.  Subsections (3) and (4) of section 621.13,

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Florida Statutes, are amended to read:

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     621.13  Applicability of chapters 607 and 608.--

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     (3) A professional corporation or limited liability company

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organized under this act shall exchange shares or merge only with

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other domestic professional corporations or limited liability

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companies organized under this act to render the same specific

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professional service, and a merger or consolidation with any

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foreign corporation or limited liability company is prohibited.

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     (3)(4) A professional corporation or limited liability

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company heretofore or hereafter organized under this act may

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change its business purpose from the rendering of professional

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service to provide for any other lawful purpose by amending its

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certificate of incorporation in the manner required for an

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original incorporation under chapter 607 or by amending its

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certificate of organization in the manner required for an

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original organization under chapter 608. However, such an

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amendment, when filed with and accepted by the Department of

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State, shall remove such corporation or limited liability company

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from the provisions of this chapter including, but not limited

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to, the right to practice a profession. A change of business

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purpose shall not have any effect on the continued existence of

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the corporation or limited liability company.

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================ T I T L E  A M E N D M E N T ================

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And the title is amended as follows:

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     Delete line 60

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and insert:

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currently on file; amending ss. 621.06 and 621.10, F.S.;

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revising terms related to qualifications to render

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professional services; amending s. 621.13, F.S.;

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eliminating provisions prohibiting mergers between

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domestic and foreign professional corporations and limited

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liability companies; providing an effective date.

3/27/2008  4:23:00 PM     30-05986-08