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The Florida Statutes

The 2016 Florida Statutes

Title XXXVI
BUSINESS ORGANIZATIONS
Chapter 605
FLORIDA REVISED LIMITED LIABILITY COMPANY ACT
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F.S. 605.0102
605.0102 Definitions.As used in this chapter, the term:
(1) “Acquired entity” means the entity that has all of one or more of its classes or series of interests acquired in an interest exchange.
(2) “Acquiring entity” means the entity that acquires all of one or more classes or series of interests of the acquired entity in an interest exchange.
(3) “Articles of conversion” means the articles of conversion required under s. 605.1045. The term includes the articles of conversion as amended or restated.
(4) “Articles of domestication” means the articles of domestication required under s. 605.1055. The term includes the articles of domestication as amended or restated.
(5) “Articles of interest exchange” means the articles of interest exchange required under s. 605.1035. The term includes the articles of interest exchange as amended or restated.
(6) “Articles of merger” means the articles of merger required under s. 605.1025. The term includes the articles of merger as amended or restated.
(7) “Articles of organization” means the articles of organization required under s. 605.0201. The term includes the articles of organization as amended or restated.
(8) “Authorized representative” means:
(a) In the case of the formation of a limited liability company, a person authorized by a prospective member of the limited liability company to form the company by executing and filing its articles of organization with the department.
(b) In the case of an existing limited liability company, with respect to the execution and filing of a record with the department or taking any other action required or authorized under this chapter:
1. A manager of a manager-managed limited liability company who is authorized to do so;
2. A member of a member-managed limited liability company who is authorized to do so; or
3. An agent or officer of the limited liability company who is granted the authority to do so by such a manager or such a member, pursuant to the operating agreement of the limited liability company or pursuant to s. 605.0709.
(c) In the case of a foreign limited liability company or another entity, with respect to the execution and filing of a record with the department or taking any other action required or authorized under this chapter, a person who is authorized to file the record or take the action on behalf of the foreign limited liability company or other entity.
(9) “Business day” means Monday through Friday, excluding any day that a national banking association is not open for normal business transactions.
(10) “Contribution,” except in the phrase “right of contribution,” means property or a benefit described in s. 605.0402 which is provided by a person to a limited liability company to become a member or which is provided in the person’s capacity as a member.
(11) “Conversion” means a transaction authorized under ss. 605.1041-605.1046.
(12) “Converted entity” means the converting entity as it continues in existence after a conversion.
(13) “Converting entity” means the domestic entity that approves a plan of conversion pursuant to s. 605.1043 or the foreign entity that approves a conversion pursuant to the organic law of its jurisdiction of formation.
(14) “Day” means a calendar day.
(15) “Debtor in bankruptcy” means a person who is the subject of:
(a) An order for relief under Title 11 of the United States Code or a successor statute of general application; or
(b) A comparable order under federal, state, or foreign law governing insolvency.
(16) “Department” means the Department of State.
(17) “Distribution” means a transfer of money or other property from a limited liability company to a person on account of a transferable interest or in the person’s capacity as a member.
(a) The term includes:
1. A redemption or other purchase by a limited liability company of a transferable interest.
2. A transfer to a member in return for the member’s relinquishment of any right to participate as a member in the management or conduct of the company’s activities and affairs or a relinquishment of a right to have access to records or other information concerning the company’s activities and affairs.
(b) The term does not include amounts constituting reasonable compensation for present or past service or payments made in the ordinary course of business under a bona fide retirement plan or other bona fide benefits program.
(18) “Distributional interest” means the right under an unincorporated entity’s organic law and organic rules to receive distributions from the entity.
(19) “Domestic,” with respect to an entity, means an entity whose jurisdiction of formation is this state.
(20) “Domesticated limited liability company” means the domesticating entity as it continues in existence after a domestication.
(21) “Domesticating entity” means a non-United States entity that approves a domestication pursuant to the law of its jurisdiction of formation.
(22) “Domestication” means a transaction authorized under ss. 605.1051-605.1056.
(23)(a) “Entity” means:
1. A business corporation;
2. A nonprofit corporation;
3. A general partnership, including a limited liability partnership;
4. A limited partnership, including a limited liability limited partnership;
5. A limited liability company;
6. A real estate investment trust; or
7. Any other domestic or foreign entity that is organized under an organic law.
(b) “Entity” does not include:
1. An individual;
2. A trust with a predominantly donative purpose or a charitable trust;
3. An association or relationship that is not a partnership solely by reason of s. 620.8202(3) or a similar provision of the law of another jurisdiction;
4. A decedent’s estate; or
5. A government or a governmental subdivision, agency, or instrumentality.
(24) “Filing entity” means an entity whose formation requires the filing of a public organic record.
(25) “Foreign,” with respect to an entity, means an entity whose jurisdiction of formation is a jurisdiction other than this state.
(26) “Foreign limited liability company” means an unincorporated entity that was formed in a jurisdiction other than this state and is denominated by that law as a limited liability company.
(27) “Governance interest” means a right under the organic law or organic rules of an unincorporated entity, other than as a governor, agent, assignee, or proxy, to:
(a) Receive or demand access to information concerning an entity or its books and records;
(b) Vote for or consent to the election of the governors of the entity; or
(c) Receive notice of, vote on, or consent to an issue involving the internal affairs of the entity.
(28) “Governor” means:
(a) A director of a business corporation;
(b) A director or trustee of a nonprofit corporation;
(c) A general partner of a general partnership;
(d) A general partner of a limited partnership;
(e) A manager of a manager-managed limited liability company;
(f) A member of a member-managed limited liability company;
(g) A director or a trustee of a real estate investment trust; or
(h) Any other person under whose authority the powers of an entity are exercised and under whose direction the activities and affairs of the entity are managed pursuant to the organic law and organic rules of the entity.
(29) “Interest” means:
(a) A share in a business corporation;
(b) A membership in a nonprofit corporation;
(c) A partnership interest in a general partnership;
(d) A partnership interest in a limited partnership;
(e) A membership interest in a limited liability company;
(f) A share or beneficial interest in a real estate investment trust;
(g) A member’s interest in a limited cooperative association;
(h) A beneficial interest in a statutory trust, business trust, or common law business trust; or
(i) A governance interest or distributional interest in another entity.
(30) “Interest exchange” means a transaction authorized under ss. 605.1031-605.1036.
(31) “Interest holder” means:
(a) A shareholder of a business corporation;
(b) A member of a nonprofit corporation;
(c) A general partner of a general partnership;
(d) A general partner of a limited partnership;
(e) A limited partner of a limited partnership;
(f) A member of a limited liability company;
(g) A shareholder or beneficial owner of a real estate investment trust;
(h) A beneficiary or beneficial owner of a statutory trust, business trust, or common law business trust; or
(i) Another direct holder of an interest.
(32) “Interest holder liability” means:
(a) Personal liability for a liability of an entity which is imposed on a person:
1. Solely by reason of the status of the person as an interest holder; or
2. By the organic rules of the entity which make one or more specified interest holders or categories of interest holders liable in their capacity as interest holders for all or specified liabilities of the entity.
(b) An obligation of an interest holder under the organic rules of an entity to contribute to the entity.
(33) “Jurisdiction,” if used to refer to a political entity, means the United States, a state, a foreign country, or a political subdivision of a foreign country.
(34) “Jurisdiction of formation” means, with respect to an entity:
(a) The jurisdiction under whose organic law the entity is formed, incorporated, or created or otherwise comes into being; however, for these purposes, if an entity exists under the law of a jurisdiction different from the jurisdiction under which the entity originally was formed, incorporated, or created or otherwise came into being, then the jurisdiction under which the entity then exists is treated as the jurisdiction of formation; or
(b) In the case of a limited liability partnership or foreign limited liability partnership, the jurisdiction in which the partnership’s statement of qualification or equivalent document is filed.
(35) “Legal representative” means, with respect to a natural person, the personal representative, executor, guardian, or conservator or any other person who is empowered by applicable law with the authority to act on behalf of the natural person, and, with respect to a person other than a natural person, a person who is empowered by applicable law with the authority to act on behalf of the person.
(36) “Limited liability company” or “company,” except in the phrase “foreign limited liability company,” means an entity formed or existing under this chapter or an entity that becomes subject to this chapter pursuant to ss. 605.1001-605.1072.
(37) “Majority-in-interest” means those members who hold more than 50 percent of the then-current percentage or other interest in the profits of the limited liability company owned by all of its members; however, as used in ss. 605.1001-605.1072, the term means:
(a) In the case of a limited liability company with only one class or series of members, the holders of more than 50 percent of the then-current percentage or other interest in the profits of the company owned by all of its members who have the right to approve the merger, interest exchange, or conversion, as applicable, under the organic law or the organic rules of the company; and
(b) In the case of a limited liability company having more than one class or series of members, the holders in each class or series of more than 50 percent of the then-current percentage or other interest in the profits of the company owned by all of the members of that class or series who have the right to approve the merger, interest exchange, or conversion, as applicable, under the organic law or the organic rules of the company, unless the company’s organic rules provide for the approval of the transaction in a different manner.
(38) “Manager” means a person who, under the operating agreement of a manager-managed limited liability company, is responsible, alone or in concert with others, for performing the management functions stated in ss. 605.0407(3) and 605.04073(2).
(39) “Manager-managed limited liability company” means a limited liability company that is manager-managed by virtue of the operation of s. 605.0407(1).
(40) “Member” means a person who:
(a) Is a member of a limited liability company under s. 605.0401 or was a member in a company when the company became subject to this chapter; and
(b) Has not dissociated from the company under s. 605.0602.
(41) “Member-managed limited liability company” means a limited liability company that is not a manager-managed limited liability company.
(42) “Merger” means a transaction authorized under ss. 605.1021-605.1026.
(43) “Merging entity” means an entity that is a party to a merger and exists immediately before the merger becomes effective.
(44) “Non-United States entity” means a foreign entity other than an entity with a jurisdiction of formation that is not a state.
(45) “Operating agreement” means an agreement, whether referred to as an operating agreement or not, which may be oral, implied, in a record, or in any combination thereof, of the members of a limited liability company, including a sole member, concerning the matters described in s. 605.0105(1). The term includes the operating agreement as amended or restated.
(46) “Organic law” means the law of the jurisdiction in which an entity was formed.
(47) “Organic rules” means the public organic record and private organic rules of an entity.
(48) “Person” means an individual, business corporation, nonprofit corporation, partnership, limited partnership, limited liability company, limited cooperative association, unincorporated nonprofit association, statutory trust, business trust, common law business trust, estate, trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or another legal or commercial entity.
(49) “Plan” means a plan of merger, plan of interest exchange, plan of conversion, or plan of domestication, as appropriate in the particular context.
(50) “Plan of conversion” means a plan under s. 605.1042 and includes the plan of conversion as amended or restated.
(51) “Plan of domestication” means a plan under s. 605.1052 and includes the plan of domestication as amended or restated.
(52) “Plan of interest exchange” means a plan under s. 605.1032 and includes the plan of interest exchange as amended or restated.
(53) “Plan of merger” means a plan under s. 605.1022 and includes the plan of merger as amended or restated.
(54) “Principal office” means the principal executive office of a limited liability company or foreign limited liability company, regardless of whether the office is located in this state.
(55) “Private organic rules” means the rules, whether or not in a record, which govern the internal affairs of an entity, are binding on all its interest holders, and are not part of its public organic record, if any. The term includes:
(a) The bylaws of a business corporation.
(b) The bylaws of a nonprofit corporation.
(c) The partnership agreement of a general partnership.
(d) The partnership agreement of a limited partnership.
(e) The operating agreement of a limited liability company.
(f) The bylaws, trust instrument, or similar rules of a real estate investment trust.
(g) The trust instrument of a statutory trust or similar rules of a business trust or common law business trust.
(56) “Property” means all property, whether real, personal, mixed, tangible, or intangible, or a right or interest therein.
(57) “Protected agreement” means:
(a) A record evidencing indebtedness and any related agreement in effect on January 1, 2014;
(b) An agreement that is binding on an entity on January 1, 2014;
(c) The organic rules of an entity in effect on January 1, 2014; or
(d) An agreement that is binding on any of the governors or interest holders of an entity on January 1, 2014.
(58) “Public organic record” means a record, the filing of which by a governmental body is required to form an entity, and an amendment to or restatement of that record. The term includes the following:
(a) The articles of incorporation of a business corporation.
(b) The articles of incorporation of a nonprofit corporation.
(c) The certificate of limited partnership of a limited partnership.
(d) The articles of organization of a limited liability company.
(e) The articles of incorporation of a general cooperative association or a limited cooperative association.
(f) The certificate of trust of a statutory trust or similar record of a business trust.
(g) The articles of incorporation of a real estate investment trust.
(59) “Record,” if used as a noun, means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.
(60) “Registered foreign entity” means a foreign entity that is authorized to transact business in this state pursuant to a record filed with the department.
(61) “Registered foreign limited liability company” means a foreign limited liability company that has a certificate of authority to transact business in this state pursuant to a record filed with the department.
(62) “Sign” means, with present intent to authenticate or adopt a record:
(a) To execute or adopt a tangible symbol; or
(b) To attach or logically associate an electronic symbol, sound, or process to or with a record, and includes a manual, facsimile, conformed, or electronic signature.

The terms “signed” and “signature” have the corresponding meanings.

(63) “State” means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or a territory or insular possession subject to the jurisdiction of the United States.
(64) “Surviving entity” means the entity that continues in existence after or is created by a merger.
(65) “Transfer” includes:
(a) An assignment.
(b) A conveyance.
(c) A sale.
(d) A lease.
(e) An encumbrance, including a mortgage or security interest.
(f) A gift.
(g) A transfer by operation of law.
(66) “Transferable interest” means the right, as initially owned by a person in the person’s capacity as a member, to receive distributions from a limited liability company in accordance with the operating agreement, whether the person remains a member or continues to own a part of the right. The term applies to any fraction of the interest, by whomever owned.
(67) “Transferee” means a person to which all or part of a transferable interest is transferred, whether or not the transferor is a member. The term includes a person who owns a transferable interest under s. 605.0603(1)(c).
(68) “Type of entity” means a generic form of entity that is:
(a) Recognized at common law; or
(b) Formed under an organic law, whether or not some of the entities formed under that organic law are subject to provisions of that law which create different categories of the form of entity.
(69) “Writing” means printing, typewriting, electronic communication, or other intentional communication that is reducible to a tangible form. The term “written” has the corresponding meaning.
History.s. 2, ch. 2013-180; s. 20, ch. 2015-148.