reglab/housing_qa huggingface dataset:
FL Stat § 605.1024 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 605 - Florida Revised Limited Liability Company Act|605.1024 - Amendment or Abandonment of Plan of Merger.

605.1024 Amendment or abandonment of plan of merger.—(1) A plan of merger may be amended only with the consent of each party to the plan except as otherwise provided in the plan or in the organic rules of each such entity.(2) A merging limited liability company may approve an amendment of a plan of merger:(a) In the same manner that the plan was approved if the plan does not provide for the manner in which it may be amended; or(b) By the managers or members in the manner provided in the plan, but a member who was entitled to vote on or consent to the approval of the merger is entitled to vote on or consent to an amendment of the plan which will change:1. 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 any party to the plan;2. The public organic record, if any, or private organic rules of the surviving entity which will be in effect immediately after the merger becomes effective, except for changes that do not require approval of the interest holders of the surviving entity under its organic law or organic rules; or3. Any other terms or conditions of the plan if the change would adversely affect the member in any material respect.(3) After a plan of merger has been approved and before the articles of merger become effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic merging limited liability company may abandon the plan in the same manner as the plan was approved.(4) If a plan of merger is abandoned after articles of merger have been delivered to the department for filing and before such articles of merger have become effective, a statement of abandonment, signed by a party to the plan, must be delivered to the department for filing before the articles of merger become effective. The statement of abandonment takes effect on filing, and the merger is abandoned and does not become effective. The statement of abandonment must contain the following:(a) The name of each party to the plan of merger.(b) The date on which the articles of merger were delivered to the department for filing.(c) A statement that the merger has been abandoned in accordance with this section.History.—s. 2, ch. 2013-180.
FL Stat § 605.1031 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 605 - Florida Revised Limited Liability Company Act|605.1031 - Interest Exchange Authorized.

605.1031 Interest exchange authorized.—(1) By complying with the provisions this section and of ss. 605.1032-605.1036:(a) A domestic limited liability company may acquire all of one or more classes or series of interests of another domestic or foreign entity, or rights to acquire one or more classes or series of any such interests, in exchange for interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing; or(b) All of one or more classes or series of interests of a domestic limited liability company or rights to acquire one or more classes or series of any such interests may be acquired by another domestic or foreign entity in exchange for interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing.(2) By complying with the provisions of this section and ss. 605.1032-605.1036 which are applicable to foreign entities, a foreign entity may be the acquiring or acquired entity in an interest exchange completed under the provisions of this section and ss. 605.1032-605.1036 if the interest exchange is authorized by the organic law in the foreign entity’s jurisdiction of formation.(3) If a protected agreement contains a provision that applies to a merger of a domestic limited liability company but does not refer to an interest exchange, the provision applies to an interest exchange in which the domestic limited liability company is the acquired entity as if the interest exchange were a merger until the provision is amended after January 1, 2014.History.—s. 2, ch. 2013-180.
FL Stat § 605.1032 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 605 - Florida Revised Limited Liability Company Act|605.1032 - Plan of Interest Exchange.

605.1032 Plan of interest exchange.—(1) A domestic limited liability company may be the acquired entity in an interest exchange under the provisions of ss. 605.1031-605.1036 by approving a plan of interest exchange. The plan must be in a record and contain the following:(a) The name of the acquired entity.(b) The name, jurisdiction of formation, and type of entity of the acquiring entity.(c) The manner and basis of converting the interests and the rights to acquire interests of the members of each limited liability company that is to be an acquired entity into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing.(d) If the acquired entity is a domestic limited liability company, any proposed amendments to or restatements of its public organic record or any amendments to or restatements of its private organic rules that are or are proposed to be in a record and all such amendments or restatements are effective at the effective date of the interest exchange.(e) The other terms and conditions of the interest exchange.(f) Any other provision required by the law of an acquired entity’s jurisdiction of formation, the organic rules of the acquired entity, the organic rules of an acquiring entity, or the law of the jurisdiction of formation of the acquiring entity.(2) In addition to the requirements of subsection (1), a plan of interest exchange may contain any other provision not prohibited by law.History.—s. 2, ch. 2013-180.
FL Stat § 605.1034 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 605 - Florida Revised Limited Liability Company Act|605.1034 - Amendment or Abandonment of Plan of Interest Exchange.

605.1034 Amendment or abandonment of plan of interest exchange.—(1) A plan of interest exchange may be amended only with the consent of each party to the plan, except as otherwise provided in the plan or in the organic rules of each such entity.(2) A domestic-acquired limited liability company may approve an amendment of a plan of interest exchange:(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 managers or members in the manner provided in the plan, but a member who was entitled to vote on or consent to approval of the interest exchange is entitled to vote on or consent to any amendment of the plan which will change:1. 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 any party to the plan;2. The public organic record, if any, or private organic rules of the acquired entity which will be in effect immediately after the interest exchange becomes effective, except for changes that do not require approval of the interest holders of the acquired entity under its organic law or organic rules; or3. Any other terms or conditions of the plan, if the change would adversely affect the member in any material respect.(3) After a plan of interest exchange has been approved and before such articles of interest exchange become effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic limited liability company may abandon the plan in the same manner as the plan was approved.(4) If a plan of interest exchange is abandoned after articles of interest exchange have been delivered to the department for filing and before such articles of interest exchange have become effective, a statement of abandonment, signed by a party to the plan, must be delivered to the department for filing before the articles of interest exchange become effective. The statement of abandonment takes effect on filing, and the interest exchange is abandoned and does not become effective. The statement of abandonment must contain the following:(a) The name of each party to the plan of interest exchange.(b) The date on which the articles of interest exchange were delivered to the department for filing.(c) A statement that the interest exchange has been abandoned in accordance with this section.History.—s. 2, ch. 2013-180.
FL Stat § 605.1035 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 605 - Florida Revised Limited Liability Company Act|605.1035 - Articles of Interest Exchange.

605.1035 Articles of interest exchange.—(1) After a plan of interest exchange has been approved, articles of interest exchange must be signed by each party to the interest exchange and delivered to the department for filing.(2) The articles of interest exchange must contain the following:(a) The name of the acquired limited liability company.(b) The name, jurisdiction of formation, and type of entity of the acquiring entity.(c) A statement that the plan of interest exchange was approved by the acquired limited liability entity in accordance with the provisions of ss. 605.1031-605.1036 and by each member of such limited liability company who, as a result of the interest exchange, will have interest holder liability under s. 605.1033(1)(b) and whose approval is required.(d) Any amendments to the acquired limited liability company’s public organic record approved as part of the plan of interest exchange.(e) A statement that the plan of interest exchange was approved by each acquiring entity that is a party to the interest exchange in accordance with the organic laws in its jurisdiction of formation, or, if such approval was not required, a statement to that effect.(f) A statement that the acquiring entity has agreed to pay to any members of the acquired entity with appraisal rights the amount to which such members are entitled under ss. 605.1006 and 605.1061-605.1072.(g) The effective date of the interest exchange, if the effective date of the interest exchange is not the same as the date of filing of the articles of interest exchange, subject to the limitations in s. 605.0207.(3) In addition to the requirements of subsection (2), articles of interest exchange may include any other provision not prohibited by law.(4) An interest exchange becomes effective when the articles of interest exchange become effective, unless the articles of interest exchange specify an effective time or a delayed effective date that complies with s. 605.0207.(5) A limited liability company is not required to deliver articles of interest exchange for filing pursuant to subsection (1) if the domestic limited liability company is named as an acquired entity or as an acquiring entity in the articles of share exchange filed for the same interest exchange in accordance with s. 607.1105 and if such articles of share exchange substantially comply with the requirements of this section.History.—s. 2, ch. 2013-180; s. 267, ch. 2019-90.
FL Stat § 605.1036 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 605 - Florida Revised Limited Liability Company Act|605.1036 - Effect of Interest Exchange.

605.1036 Effect of interest exchange.—(1) When an interest exchange in which the acquired entity is a domestic limited liability company becomes effective:(a) The interests in a domestic company which are the subject of the interest exchange cease to exist or are converted or exchanged, and the members holding those interests are entitled only to the rights provided to them under the plan of interest exchange and to any appraisal rights they have under ss. 605.1006 and 605.1061-605.1072;(b) The acquiring entity becomes the interest holder of the interests in the acquired entity stated in the plan of interest exchange to be acquired by the acquiring entity;(c) The public organic record of the acquired entity is amended as provided in the articles of interest exchange; and(d) The provisions of the private organic rules of the acquired entity that are to be in a record, if any, are amended to the extent provided in the plan of interest exchange.(2) Except as otherwise provided in the organic rules of the acquired limited liability company, the interest exchange does not give rise to any rights that a member, manager, or third party would have upon a dissolution, liquidation, or winding up of the acquired entity.(3) When an interest exchange becomes effective, a person who did not have interest holder liability with respect to a domestic-acquired limited liability company and who becomes subject to interest holder liability with respect to a domestic entity as a result of the interest exchange will have interest holder liability only to the extent provided by the organic law of the entity and only for those debts, obligations, and other liabilities that arise after the interest exchange becomes effective.(4) When an interest exchange becomes effective, the interest holder liability of a person who ceases to hold an interest in a domestic-acquired limited liability company with respect to which the person had interest holder liability is as follows:(a) The interest exchange does not discharge any interest holder liability to the extent the interest holder liability arose before the interest exchange became effective.(b) The person does not have interest holder liability for any debt, obligation, or other liability that arises after the interest exchange becomes effective.(c) The organic law of the acquired entity’s jurisdiction of formation and any rights of contribution provided by such law, or under the organic rules of the acquired entity, continue to apply to the release, collection, or discharge of any interest holder liability preserved under paragraph (a) as if the interest exchange had not occurred.History.—s. 2, ch. 2013-180.
FL Stat § 605.1041 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 605 - Florida Revised Limited Liability Company Act|605.1041 - Conversion Authorized.

605.1041 Conversion authorized.—(1) By complying with the provisions of this section and ss. 605.1042-605.1046, a domestic limited liability company may become:(a) A domestic entity that is a different type of entity; or(b) A foreign entity that is a limited liability company or a different type of entity, if the conversion is authorized by the law of the foreign entity’s jurisdiction of formation.(2) By complying with the provisions of this section and ss. 605.1042-605.1046, which are applicable to a domestic entity that is not a domestic limited liability company, the domestic entity may become a domestic limited liability company if the conversion is authorized by the law governing the domestic entity.(3) By complying with the provisions of this section and ss. 605.1042-605.1046 which are applicable to foreign entities, a foreign entity may become a domestic limited liability company if the conversion is authorized by the law of the foreign entity’s jurisdiction of formation.(4) If a protected agreement contains a provision that applies to a merger of a domestic limited liability company but does not refer to a conversion, the provision applies to a conversion of the entity as if the conversion were a merger until the provision is amended after January 1, 2014.History.—s. 2, ch. 2013-180; s. 142, ch. 2014-17.
FL Stat § 605.1042 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 605 - Florida Revised Limited Liability Company Act|605.1042 - Plan of Conversion.

605.1042 Plan of conversion.—(1) A domestic limited liability company may convert into a different type of domestic entity or into a foreign entity that is a foreign limited liability company or a different type of foreign entity by approving a plan of conversion. The plan must be in a record and contain the following:(a) The name of the converting limited liability company.(b) The name, jurisdiction of formation, and type of entity of the converted entity.(c) The manner and basis of converting the interests and rights to acquire interests in the converting limited liability company into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing.(d) The proposed public organic record of the converted entity, if it will be a filing entity.(e) The full text of the private organic rules of the converted entity which are proposed to be in a record, if any.(f) Any other provision required by the law of this state or the organic rules of the converted limited liability company, if the entity is to be an entity other than a domestic limited liability company.(g) All other statements required to be set forth in a plan of conversion by the law of the jurisdiction of formation of the converted entity following the conversion.(2) In addition to the requirements of subsection (1), a plan of conversion may contain any other provision not prohibited by law.History.—s. 2, ch. 2013-180.
FL Stat § 605.1044 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 605 - Florida Revised Limited Liability Company Act|605.1044 - Amendment or Abandonment of Plan of Conversion.

605.1044 Amendment or abandonment of plan of conversion.—(1) A plan of conversion of a domestic converting limited liability company 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 managers or members of the entity in the manner provided in the plan, but a member who was entitled to vote on or consent to approval of the conversion is entitled to vote on or consent to an amendment of the plan which will change:1. 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 converting entity under the plan;2. The public organic record, if any, or private organic rules of the converted entity which will be in effect immediately after the conversion becomes effective, except for changes that do not require approval of the interest holders of the converting 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 conversion has been approved and before the articles of conversion become effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic converting limited liability company may abandon the plan in the same manner as the plan was approved.(3) If a plan of conversion is abandoned after articles of conversion have been delivered to the department for filing and before such articles of conversion have become effective, a statement of abandonment, signed by the converting entity, must be delivered to the department for filing before the articles of conversion become effective. The statement of abandonment takes effect on filing, and the conversion is abandoned and does not become effective. The statement of abandonment must contain the following:(a) The name of the converting limited liability company.(b) The date on which the articles of conversion were delivered to the department for filing.(c) A statement that the conversion has been abandoned in accordance with this section.History.—s. 2, ch. 2013-180.
FL Stat § 605.1045 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 605 - Florida Revised Limited Liability Company Act|605.1045 - Articles of Conversion.

605.1045 Articles of conversion.—(1) After a plan of conversion is approved, articles of conversion signed by the converting entity must be delivered to the department for filing.(2) The articles of conversion must contain the following:(a) The name, jurisdiction of formation, and type of entity of the converting entity.(b) The name, jurisdiction of formation, and type of entity of the converted entity.(c) If the converting entity is a domestic limited liability company, a statement that the plan of conversion has been approved in accordance with ss. 605.1041-605.1046, or if the converting entity is a foreign entity, a statement that the conversion was approved by the foreign converting entity in accordance with the law of its jurisdiction of formation and by each member of the converting entity who as a result of the conversion will have interest holder liability under s. 605.1043(1)(b) and whose approval is required.(d) If the converted entity is a domestic filing entity, the text of its public organic record, as an attachment.(e) If the converted entity is a domestic limited liability partnership, the text of its statement of qualification, as an attachment.(f) If the converted entity is a foreign entity that does not have a certificate of authority to transact business in this state, a mailing address to which the department may send any process served on the department pursuant to s. 605.0117 and chapter 48.(g) A statement that the converted entity has agreed to pay to the members of any limited liability company with appraisal rights the amount to which such members are entitled under ss. 605.1006 and 605.1061-605.1072.(h) The effective date of the conversion, if the effective date of the conversion is not the same as the date of filing of the articles of conversion, subject to the limitations contained in s. 605.0207.(3) In addition to the requirements of subsection (2), articles of conversion may contain any other provision not prohibited by law.(4) A conversion becomes effective when the articles of conversion become effective, unless the articles of conversion specify an effective time or a delayed effective date that complies with s. 605.0207.(5) A copy of the articles of conversion, certified by the department, may be filed in the official records of any county in this state in which the converted entity holds an interest in real property.History.—s. 2, ch. 2013-180.
FL Stat § 605.1051 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 605 - Florida Revised Limited Liability Company Act|605.1051 - Domestication Authorized.

605.1051 Domestication authorized.—By complying with this section and ss. 605.1052-605.1056, a non-United States entity may become a domestic limited liability company if the domestication is authorized under the organic law of the non-United States entity’s jurisdiction of formation.History.—s. 2, ch. 2013-180.
FL Stat § 605.1052 (2021)
2021 Florida Statutes|Title XXXVI - Business Organizations|Chapter 605 - Florida Revised Limited Liability Company Act|605.1052 - Plan of Domestication.

605.1052 Plan of domestication.—(1) A non-United States entity may become a domestic limited liability company by approving a plan of domestication. The plan of domestication must be in a record and contain the following:(a) The name and jurisdiction of formation of the domesticating entity.(b) If applicable, the manner and basis of converting the interests and rights to acquire interests in the domesticating entity into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing.(c) The proposed public organic record of the domesticating entity in this state.(d) The full text of the proposed private organic rules of the domesticated entity that are to be in a record, if any.(e) Any other provision required by the law of the jurisdiction of formation of the domesticating entity or the organic rules of the domesticating entity.(2) In addition to the requirements of subsection (1), a plan of domestication may contain any other provision not prohibited by law.History.—s. 2, ch. 2013-180.