reglab/housing_qa huggingface dataset:
FL Stat § 605.1053 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 605 - Florida Revised Limited Liability Company Act|605.1053 - Approval of Domestication.

605.1053 Approval of domestication.—A plan of domestication of a domesticating entity shall be approved:(1) In accordance with the organic law of the domesticating entity’s jurisdiction of formation; and(2) In a record, by each of the domesticating entity’s owners who will have interest holder liability for debts, obligations, and other liabilities that arise after the domestication becomes effective, unless:(a) The organic rules of the domesticating entity in a record provide for the approval of a domestication in which some or all of the persons who are its owners become subject to interest holder liability by the vote or consent of fewer than all of the persons who are its owners; and(b) The person who will be a member of the domesticated limited liability company consented in a record to or voted for that provision of the organic rules of the domesticating entity or became an owner of the domesticating entity after the adoption of that provision.History.—s. 2, ch. 2013-180.
FL Stat § 605.1054 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 605 - Florida Revised Limited Liability Company Act|605.1054 - Amendment or Abandonment of Plan of Domestication.

605.1054 Amendment or abandonment of plan of domestication.—(1) A plan of domestication of a domesticating entity may be amended:(a) In the same manner as the plan was approved if the plan does not provide for the manner in which it may be amended; or(b) By the interest holders of the domesticating entity in the manner provided in the plan, but an owner who was entitled to vote on or consent to approval of the domestication is entitled to vote on or consent to any amendment of the plan that will change:1. If applicable, the amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by the interest holders of the domesticating entity under the plan;2. The public organic record, if any, or private organic rules of the domesticated limited liability company which will be in effect immediately after the domestication becomes effective except for changes that do not require approval of the interest holders of the domesticating entity under its organic law or organic rules; or3. Any other terms or conditions of the plan, if the change would adversely affect the interest holder in any material respect.(2) After a plan of domestication has been approved and before the articles of domestication become effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, the domesticating entity may abandon the plan in the same manner as the plan was approved.(3) If a plan of domestication is abandoned after articles of domestication have been delivered to the department for filing and before such articles of domestication have become effective, a statement of abandonment, signed by the domesticating entity, must be delivered to the department for filing before the articles of domestication become effective. The statement of abandonment takes effect on filing, and the domestication is abandoned and does not become effective. The statement of abandonment must contain the following:(a) The name of the domesticating entity.(b) The date on which the articles of domestication were delivered to the department for filing.(c) A statement that the domestication has been abandoned in accordance with this section.History.—s. 2, ch. 2013-180.
FL Stat § 605.1055 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 605 - Florida Revised Limited Liability Company Act|605.1055 - Articles of Domestication.

605.1055 Articles of domestication.—(1) The articles of domestication must be filed with the department. The articles of domestication must contain the following:(a) The date on which the domesticating entity was first formed, incorporated, created, or otherwise came into being.(b) The name of the domesticating entity immediately before the filing of the articles of domestication.(c) The articles of organization of the domesticated limited liability company, as an attachment.(d) The effective date of the domestication as a limited liability company, if the effective date of the domestication is not the same as the date of filing of the articles of domestication, subject to the limitations contained in s. 605.0207.(e) The jurisdiction that constituted the seat, siege social, or principal place of business or central administration of the domesticating entity, or any other equivalent thereto under the law of the jurisdiction of formation, immediately before the filing of the articles of domestication.(f) A statement that the domestication has been approved in accordance with the laws of the jurisdiction of formation of the domesticating entity.(2) In addition to the requirements of subsection (1), articles of domestication may contain any other provision not prohibited by law.(3) The articles of domestication which are filed with the department must be accompanied by a certificate of status or equivalent document, if any, from the domesticating entity’s jurisdiction of formation.(4) The articles of domestication and the articles of organization of a domesticated limited liability company must satisfy the requirements of the law of this state, and may be executed by an authorized representative and registered agent in accordance with this chapter.History.—s. 2, ch. 2013-180.
FL Stat § 605.1062 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 605 - Florida Revised Limited Liability Company Act|605.1062 - Assertion of Rights by Nominees and Beneficial Owners.

605.1062 Assertion of rights by nominees and beneficial owners.—(1) A record member may assert appraisal rights as to less than all the membership interests registered in the record member’s name which are owned by a beneficial member only if the record member objects with respect to all membership interests of the class or series owned by that beneficial member and notifies the limited liability company in writing of the name and address of each beneficial member on whose behalf appraisal rights are being asserted. The rights of a record member who asserts appraisal rights for only part of the membership interests of the class or series held of record in the record member’s name under this subsection shall be determined as if the membership interests to which the record member objects and the record member’s other membership interests were registered in the names of different record members.(2) A beneficial member may assert appraisal rights as to a membership interest held on behalf of the member only if such beneficial member:(a) Submits to the limited liability company the record member’s written consent to the assertion of such rights by the date provided in s. 605.1063(3)(b); and(b) Does so with respect to all membership interests of the class or series that are beneficially owned by the beneficial member.History.—s. 2, ch. 2013-180.
FL Stat § 605.1063 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 605 - Florida Revised Limited Liability Company Act|605.1063 - Notice of Appraisal Rights.

605.1063 Notice of appraisal rights.—(1) If a proposed appraisal event is to be submitted to a vote at a members’ meeting, the meeting notice must state that the limited liability company has concluded that the members are, are not, or may be entitled to assert appraisal rights under this chapter.(2) If the limited liability company concludes that appraisal rights are or may be available, a copy of ss. 605.1006 and 605.1061-605.1072 must accompany the meeting notice sent to those record members who are or may be entitled to exercise appraisal rights.(3) If the appraisal event is to be approved by written consent of the members pursuant to s. 605.04073:(a) Written notice that appraisal rights are, are not, or may be available must be sent to each member from whom a consent is solicited at the time consent of such member is first solicited, and if the limited liability company has concluded that appraisal rights are or may be available, a copy of ss. 605.1006 and 605.1061-605.1072 must accompany such written notice; or(b) Written notice that appraisal rights are, are not, or may be available must be delivered, at least 10 days before the appraisal event becomes effective, to all nonconsenting and nonvoting members, and, if the limited liability company has concluded that appraisal rights are or may be available, a copy of ss. 605.1006 and 605.1061-605.1072 must accompany such written notice.(4) If a particular appraisal event is proposed and the limited liability company concludes that appraisal rights are or may be available, the notice referred to in subsection (1), paragraph (3)(a), or paragraph (3)(b) must be accompanied by:(a) Financial statements of the limited liability company that issued the membership interests that may be or are subject to appraisal rights, consisting of a balance sheet as of the end of the fiscal year ending not more than 16 months before the date of the notice, an income statement for that fiscal year, and a cash flow statement for that fiscal year; however, if such financial statements are not reasonably available, the limited liability company shall provide reasonably equivalent financial information; and(b) The latest available interim financial statements, including year-to-date through the end of the interim period, of such limited liability company, if any.(5) The right to receive the information described in subsection (4) may be waived in writing by a member before or after the appraisal event.History.—s. 2, ch. 2013-180; s. 269, ch. 2019-90.
FL Stat § 605.1064 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 605 - Florida Revised Limited Liability Company Act|605.1064 - Notice of Intent to Demand Payment.

605.1064 Notice of intent to demand payment.—(1) If a proposed appraisal event is submitted to a vote at a members’ meeting, a member who is entitled to and who wishes to assert appraisal rights with respect to a class or series of membership interests:(a) Must deliver, before the vote is taken, to any other member of a member-managed limited liability company, to a manager of a manager-managed limited liability company, or, if the limited liability company has appointed officers, to an officer written notice of such person’s intent to demand payment if the proposed appraisal event is effectuated; and(b) May not vote, or cause or permit to be voted, any membership interests of the class or series in favor of the appraisal event.(2) If a proposed appraisal event is to be approved by less than unanimous written consent of the members, a member who is entitled to and who wishes to assert appraisal rights with respect to a class or series of membership interests must not sign a consent in favor of the proposed appraisal event with respect to that class or series of membership interests.(3) A person who may otherwise be entitled to appraisal rights, but does not satisfy the requirements of subsection (1) or subsection (2), is not entitled to payment under ss. 605.1006 and 605.1061-605.1072.History.—s. 2, ch. 2013-180.
FL Stat § 605.1065 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 605 - Florida Revised Limited Liability Company Act|605.1065 - Appraisal Notice and Form.

605.1065 Appraisal notice and form.—(1) If the proposed appraisal event becomes effective, the limited liability company must send a written appraisal notice and form required by paragraph (2)(a) to all members who satisfy the requirements of s. 605.1064(1) or (2).(2) The appraisal notice must be sent no earlier than the date the appraisal event became effective and within 10 days after such date and must:(a) Supply a form that specifies the date that the appraisal event became effective and that provides for the member to state:1. The member’s name and address;2. The number, classes, and series of membership interests as to which the member asserts appraisal rights;3. That the member did not vote for or execute a written consent with respect to the transaction as to any classes or series of membership interests as to which the member asserts appraisal rights;4. Whether the member accepts the limited liability company’s offer as stated in subparagraph (b)5.; and5. If the offer is not accepted, the member’s estimated fair value of the membership interests and a demand for payment of the member’s estimated value plus accrued interest.(b) State:1. Where the form described in paragraph (a) must be sent;2. A date by which the limited liability company must receive the form, which date may not be less than 40 days or more than 60 days after the date the appraisal notice and form described in this section are sent, and that the member is considered to have waived the right to demand appraisal with respect to the membership interests unless the form is received by the limited liability company by such specified date;3. In the case of membership interests represented by a certificate, the location at which certificates for the certificated membership interests must be deposited, if that action is required by the limited liability company, and the date by which those certificates must be deposited, which may not be earlier than the date for receiving the required form under subparagraph 2.;4. The limited liability company’s estimate of the fair value of the membership interests;5. An offer to each member who is entitled to appraisal rights to pay the limited liability company’s estimate of fair value provided in subparagraph 4.;6. That, if requested in writing, the limited liability company will provide to the member so requesting, within 10 days after the date specified in subparagraph 2., the number of members who return the forms by the specified date and the total number of membership interests owned by such members;7. The date by which the notice to withdraw under s. 605.1066 must be received, which date must be within 20 days after the date specified in subparagraph 2.; and8. If not previously provided, accompanied by a copy of ss. 605.1006 and 605.1061-605.1072.History.—s. 2, ch. 2013-180.
FL Stat § 605.1066 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 605 - Florida Revised Limited Liability Company Act|605.1066 - Perfection of Rights; Right to Withdraw.

605.1066 Perfection of rights; right to withdraw.—(1) A member who receives notice pursuant to s. 605.1065 and wishes to exercise appraisal rights must sign and return the form received pursuant to s. 605.1065(1) and, in the case of certificated membership interests and if the limited liability company so requires, deposit the member’s certificates in accordance with the terms of the notice by the date referred to in the notice pursuant to s. 605.1065(2)(b)2. Once a member deposits that member’s certificates or, in the case of uncertificated membership interests, returns the signed form described in s. 605.1065(2), the member loses all rights as a member, unless the member withdraws pursuant to subsection (2). Upon receiving a demand for payment from a member who holds an uncertificated membership interest, the limited liability company shall make an appropriate notation of the demand for payment in its records and shall restrict the transfer of the membership interest, or the applicable class or series, from the date the member delivers the items required by this section.(2) A member who has complied with subsection (1) may nevertheless decline to exercise appraisal rights and withdraw from the appraisal process by so notifying the limited liability company in writing by the date provided in the appraisal notice pursuant to s. 605.1065(2)(b)7. A member who fails to notify the limited liability company in writing of the withdrawal by the date provided in the appraisal notice may not thereafter withdraw without the limited liability company’s written consent.(3) A member who does not sign and return the form and, in the case of certificated membership interests, deposit that member’s certificates, if so required by the limited liability company, each by the date set forth in the notice described in s. 605.1065(2)(a), is not entitled to payment under ss. 605.1006 and 605.1061-605.1072.(4) If the member’s right to receive fair value is terminated other than by the purchase of the membership interest by the limited liability company, all rights of the member, with respect to such membership interest, shall be reinstated effective as of the date the member delivered the items required by subsection (1), including the right to receive any intervening payment or other distribution with respect to such membership interest, or, if any such rights have expired or any such distribution other than a cash payment has been completed, in lieu thereof at the election of the limited liability company, the fair value thereof in cash as determined by the limited liability company as of the time of such expiration or completion, but without prejudice otherwise to any action or proceeding of the limited liability company that may have been taken by the limited liability company on or after the date the member delivered the items required by subsection (1).History.—s. 2, ch. 2013-180.
FL Stat § 605.1067 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 605 - Florida Revised Limited Liability Company Act|605.1067 - Member’s Acceptance of Limited Liability Company’s Offer.

605.1067 Member’s acceptance of limited liability company’s offer.—(1) If the member states on the form provided in s. 605.1065(1) that the member accepts the offer of the limited liability company to pay the limited liability company’s estimated fair value for the membership interest, the limited liability company shall make the payment to the member within 90 days after the limited liability company’s receipt of the items required by s. 605.1066(1).(2) Upon payment of the agreed value, the member shall cease to have an interest in the membership interest.History.—s. 2, ch. 2013-180.
FL Stat § 605.1068 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 605 - Florida Revised Limited Liability Company Act|605.1068 - Procedure if Member Is Dissatisfied With Offer.

605.1068 Procedure if member is dissatisfied with offer.—(1) A member who is dissatisfied with the limited liability company’s offer as provided pursuant to s. 605.1065(2)(b)4. must notify the limited liability company on the form provided pursuant to s. 605.1065(1) of the member’s estimate of the fair value of the membership interest and demand payment of that estimate plus accrued interest.(2) A member who fails to notify the limited liability company in writing of the member’s demand to be paid the member’s estimate of the fair value plus interest under subsection (1) within the timeframe provided in s. 605.1065(2)(b)2. waives the right to demand payment under this section and is entitled only to the payment offered by the limited liability company pursuant to s. 605.1065(2)(b)4.History.—s. 2, ch. 2013-180.
FL Stat § 605.1070 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 605 - Florida Revised Limited Liability Company Act|605.1070 - Court Costs and Attorney Fees.

605.1070 Court costs and attorney fees.—(1) The court in an appraisal proceeding shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the costs against the limited liability company, except that the court may assess costs against all or some of the members demanding appraisal, in amounts the court finds equitable, to the extent the court finds the members acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this chapter.(2) The court in an appraisal proceeding may also assess the expenses incurred by the respective parties, in amounts the court finds equitable:(a) Against the limited liability company and in favor of any or all members demanding appraisal, if the court finds the limited liability company did not substantially comply with the requirements of ss. 605.1061-605.1072; or(b) Against either the limited liability company or a member demanding appraisal, in favor of another party, if the court finds that the party against whom the expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this chapter.(3) If the court in an appraisal proceeding finds that the expenses incurred by any member were of substantial benefit to other members similarly situated and should not be assessed against the limited liability company, the court may direct that the expenses be paid out of the amounts awarded the members who were benefited.(4) To the extent the limited liability company fails to make a required payment pursuant to s. 605.1067 or s. 605.1069, the member may sue the limited liability company directly for the amount owed and, to the extent successful, is entitled to recover from the limited liability company all costs and expenses of the suit, including attorney fees.History.—s. 2, ch. 2013-180.
FL Stat § 605.1071 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 605 - Florida Revised Limited Liability Company Act|605.1071 - Limitation on Limited Liability Company Payment.

605.1071 Limitation on limited liability company payment.—(1) Payment may not be made to a member seeking appraisal rights if, at the time of payment, the limited liability company is unable to meet the distribution standards of s. 605.0405. In such event, the member shall, at the member’s option:(a) Withdraw the notice of intent to assert appraisal rights, which is deemed withdrawn with the consent of the limited liability company; or(b) Retain the status as a claimant against the limited liability company and, if the limited liability company is liquidated, be subordinated to the rights of creditors of the limited liability company, but have rights superior to the members not asserting appraisal rights and, if the limited liability company is not liquidated, retain the right to be paid for the membership interest, which right the limited liability company shall be obligated to satisfy when the restrictions of this section do not apply.(2) The member shall exercise the option under paragraph (1)(a) or paragraph (1)(b) by written notice filed with the limited liability company within 30 days after the limited liability company has given written notice that the payment for the membership interests cannot be made because of the restrictions of this section. If the member fails to exercise the option, the member is deemed to have withdrawn the notice of intent to assert appraisal rights.History.—s. 2, ch. 2013-180.
FL Stat § 605.1072 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 605 - Florida Revised Limited Liability Company Act|605.1072 - Other Remedies Limited.

605.1072 Other remedies limited.—(1) A member entitled to appraisal rights under this chapter may not challenge a completed appraisal event for which appraisal rights are available unless such completed appraisal event was either:(a) Not authorized and approved in accordance with the applicable provisions of this chapter, the organic rules of the limited liability company, or the resolutions of the members authorizing the appraisal event.(b) Procured as a result of fraud, a material misrepresentation, or an omission of a material fact that is necessary to make statements made, in light of the circumstances in which they were made, not misleading.(2) Nothing in this section operates to override or supersede s. 605.04092.History.—s. 2, ch. 2013-180; s. 9, ch. 2015-148; s. 270, ch. 2019-90.