reglab/statecodes huggingface dataset:
2023 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.
2023 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; or
3. 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.; and
5. 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.; and
8. If not previously provided, accompanied by a copy of ss. 605.1006 and 605.1061-605.1072.
History.—s. 2, ch. 2013-180.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 605 - Florida Revised Limited Liability Company Act › 605.1101 - Uniformity of Application and Construction.

605.1101 Uniformity of application and construction.—In applying and construing this chapter, consideration must be given to the need to promote uniformity of the law with respect to the uniform act upon which it is based.
History.—s. 2, ch. 2013-180.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 605 - Florida Revised Limited Liability Company Act › 605.1102 - Relation to Electronic Signatures in Global and National Commerce Act.

605.1102 Relation to Electronic Signatures in Global and National Commerce Act.—This chapter modifies, limits, and supersedes the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. s. 7001 et seq., but does not modify, limit, or supersede s. 101(c) of that act, 15 U.S.C. s. 7001(c), or authorize electronic delivery of the notices described in s. 103(b) of that act, 15 U.S.C. s. 7003(b). Notwithstanding the foregoing, this chapter does not operate to modify, limit, or supersede any provisions of s. 15.16, s. 116.34, or s. 668.50.
History.—s. 2, ch. 2013-180.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 605 - Florida Revised Limited Liability Company Act › 605.1103 - Tax Exemption on Income of Certain Limited Liability Companies.

605.1103 Tax exemption on income of certain limited liability companies.—
(1) A limited liability company classified as a partnership for federal income tax purposes, or a single-member limited liability company that is disregarded as an entity separate from its owner for federal income tax purposes, and organized pursuant to this chapter or qualified to do business in this state as a foreign limited liability company is not an “artificial entity” within the purview of s. 220.02 and is not subject to the tax imposed under chapter 220. If a single-member limited liability company is disregarded as an entity separate from its owner for federal income tax purposes, its activities are, for purposes of taxation under chapter 220, treated in the same manner as a sole proprietorship, branch, or division of the owner.
(2) For purposes of taxation under chapter 220, a limited liability company formed in this state or a foreign limited liability company with a certificate of authority to transact business in this state shall be classified as a partnership or a limited liability company that has only one member shall be disregarded as an entity separate from its owner for federal income tax purposes, unless classified otherwise for federal income tax purposes, in which case the limited liability company shall be classified identically to its classification for federal income tax purposes. For purposes of taxation under chapter 220, a member or a transferee of a member of a limited liability company formed in this state or a foreign limited liability company with a certificate of authority to transact business in this state shall be treated as a resident or nonresident partner unless classified otherwise for federal income tax purposes, in which case the member or transferee of a member has the same status as the member or transferee of a member for federal income tax purposes.
(3) Single-member limited liability companies and other entities that are disregarded for federal income tax purposes must be treated as separate legal entities for all non-income tax purposes. The Department of Revenue shall adopt rules to take into account that single-member disregarded entities such as limited liability companies and qualified subchapter S corporations may be disregarded as separate entities for federal tax purposes and therefore may report and account for income, employment, and other taxes under the taxpayer identification number of the owner of the single-member entity.
History.—s. 2, ch. 2013-180; s. 143, ch. 2014-17.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 605 - Florida Revised Limited Liability Company Act › 605.1104 - Interrogatories by Department; Other Powers of Department.

605.1104 Interrogatories by department; other powers of department.—
(1) The department may direct to any limited liability company or foreign limited liability company subject to this chapter, and to a member or manager of any limited liability company or foreign limited liability company subject to this chapter, interrogatories reasonably necessary and proper to enable the department to ascertain whether the limited liability company or foreign limited liability company has complied with the provisions of this chapter applicable to the limited liability company or foreign limited liability company. The interrogatories must be answered within 30 days after the date of mailing, or within such additional time as fixed by the department. The answers to the interrogatories must be full and complete and must be made in writing and under oath. If the interrogatories are directed to an individual, they must be answered by the individual, and if directed to a limited liability company or foreign limited liability company, they must be answered by a manager of a manager-managed company, a member of a member-managed company, or other applicable governor if a foreign limited liability company is not member-managed or manager managed, or a fiduciary if the company is in the hands of a receiver, trustee, or other court-appointed fiduciary.
(2) The department need not file a record in a court of competent jurisdiction to which the interrogatories relate until the interrogatories are answered as provided in this chapter, and is not required to file a record if the answers disclose that the record is not in conformity with the requirements of this chapter or if the department has determined that the parties to such document have not paid all fees, taxes, and penalties due and owing this state. The department shall certify to the Department of Legal Affairs, for such action as the Department of Legal Affairs may deem appropriate, all interrogatories and answers that disclose a violation of this chapter.
(3) The department may, based upon its findings under this section or as provided in s. 213.053(15), bring an action in circuit court to collect any penalties, fees, or taxes determined to be due and owing the state and to compel any filing, qualification, or registration required by law. In connection with such proceeding, the department may, without prior approval by the court, file a lis pendens against any property owned by the limited liability company and may further certify any findings to the Department of Legal Affairs for the initiation of an action permitted pursuant to this chapter which the Department of Legal Affairs may deem appropriate.
History.—s. 2, ch. 2013-180; s. 75, ch. 2020-32.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 605 - Florida Revised Limited Liability Company Act › 605.1105 - Reservation of Power to Amend or Repeal.

605.1105 Reservation of power to amend or repeal.—The Legislature has the power to amend or repeal all or part of this chapter at any time, and all domestic and foreign limited liability companies subject to this chapter shall be governed by the amendment or repeal.
History.—s. 2, ch. 2013-180.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 605 - Florida Revised Limited Liability Company Act › 605.1106 - Savings Clause.

605.1106 Savings clause.—
(1) Except as provided in subsection (2), the repeal of a statute by this chapter does not affect:
(a) The operation of the statute or an action taken under it before its repeal, including, without limiting the generality of the foregoing, the continuing validity of any provision of the articles of organization, regulations, or operating agreements of a limited liability company authorized under the statute at the time of its adoption;
(b) Any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incurred under the statute before its repeal;
(c) Any violation of the statute or any penalty, forfeiture, or punishment incurred because of the violation, before its repeal; or
(d) Any proceeding, merger, sale of assets, reorganization, or dissolution commenced under the statute before its repeal, and the proceeding, merger, sale of assets, reorganization, or dissolution may be completed in accordance with the statute as if it had not been repealed.
(2) If a penalty or punishment imposed for violation of a statute is reduced by this chapter, the penalty or punishment, if not already imposed, shall be imposed in accordance with this chapter.
(3) This chapter does not affect an action commenced, proceeding brought, or right accrued before this chapter takes effect.
History.—s. 2, ch. 2013-180.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 605 - Florida Revised Limited Liability Company Act › 605.1107 - Severability Clause.

605.1107 Severability clause.—If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this chapter which can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable.
History.—s. 2, ch. 2013-180.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 605 - Florida Revised Limited Liability Company Act › 605.1108 - Application to Limited Liability Company Formed Under the Florida Limited Liability Company Act.

605.1108 Application to limited liability company formed under the Florida Limited Liability Company Act.—
(1) Subject to subsection (4), before January 1, 2015, this chapter governs only:
(a) A limited liability company formed on or after January 1, 2014; and
(b) A limited liability company formed before January 1, 2014, which elects, in the manner provided in its operating agreement or by law for amending the operating agreement, to be subject to this chapter.
(2) On or after January 1, 2015, this chapter governs all limited liability companies.
(3) For the purpose of applying this chapter to a limited liability company formed before January 1, 2014, under the Florida Limited Liability Company Act, former ss. 608.401-608.705, the company’s articles of organization are deemed to be the company’s articles of organization under this chapter.
(4) Notwithstanding the provisions of subsections (1) and (2), effective January 1, 2014, all documents, instruments, and other records submitted to the department must comply with the filing requirements stipulated by this chapter.
History.—s. 2, ch. 2013-180; s. 10, ch. 2015-148.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 606 - Business Coordination › 606.01 - Legislative Findings and Intent.

606.01 Legislative findings and intent.—
(1) The Legislature finds that:
(a) As documented by the Governor’s Single Business Identifier Interagency Task Force, state government places a heavy burden on the business community of this state through the requirement to obtain and maintain numerous licenses, permits, and registrations.
(b) While such requirements are necessary to ensure the public safety and welfare, present methods for the business community to meet such obligations, as prescribed by law and administered and enforced by state agencies, are cumbersome and place an undue hardship on business entities in this state.
(c) The potential exists for the state to more easily identify and eliminate duplicative or outdated licensing requirements and thereby reduce its cost of operation without jeopardizing the public safety or welfare.
(2) It is the intent of this act to establish a master business index within the Department of State and to facilitate a reporting mechanism which consolidates and coordinates business entity licensing and reporting requirements whenever possible.
History.—s. 1, ch. 97-15.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 606 - Business Coordination › 606.03 - Definitions.

606.03 Definitions.—As used in this act:
(1) “Business entity” means any form of corporation, partnership, association, cooperative, joint venture, business trust, or sole proprietorship that conducts business in this state.
(2) “Department” means the Department of State.
(3) “Master business index” means that database maintained by the department which indexes all business entity records maintained by any state government agency.
(4) “Participating agency” means an agency of government which elects to participate in the exchange of information through the master business index.
(5) “Single business identifier” means the unique record number assigned to a business entity by the department in compliance with the provisions of this act.
(6) “State agency” means any state government agency, department, or commission which has jurisdiction over business entities.
(7) “Uniform business report” means an information gathering document distributed by the department to collect or update current data for the master business index.
History.—s. 3, ch. 97-15; s. 1, ch. 99-218.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 606 - Business Coordination › 606.04 - Master Business Index.

606.04 Master business index.—
(1)(a) The department shall create a master business index, using as an initial base the commercial regulation and registration program databases the department currently maintains. Each business entity shall be assigned a unique single business identifier for interagency use. The master business index shall serve as the state’s central index of business entities and shall reflect a listing of all licenses and registrations held by a business with any participating agency.
(b) Each participating agency, notwithstanding any other requirement of law, shall:
1. Provide updated information regarding the status of a business entity which the agency regulates or licenses and on which the agency maintains records.
2. Have the discretion to use the index as an alternative means of acquiring information about a business entity and, as necessary, use the information in the index to comply with the various requirements for registration, license issuance, renewal, or otherwise in the fulfillment of the agency’s statutory responsibilities.
3. Have the discretion to use the index in any instance as an authorized source for the creation or amendment of any official records.
(c) The department is authorized to create, in conjunction with the master business index, a directory of business activity which will facilitate the exchange of information on Florida’s business opportunities and further the international and domestic economic development efforts of this state.
(2) The department is authorized to take the actions it deems necessary to integrate all nonbusiness entity or commercial registrations it maintains into the master business index such that all registrations maintained for a business entity are reflected in the index in a consolidated manner.
(3) The department is authorized to enter into any formal agreement with federal, state, or local agencies to facilitate the registration of a business entity with that agency.
History.—s. 4, ch. 97-15; s. 2, ch. 99-218.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 606 - Business Coordination › 606.06 - Uniform Business Report.

606.06 Uniform business report.—The department may use the uniform business report:
(1) To create index records and for referral to other federal, state, or local agencies as requested by a registrant.
(2) As a substitute for any annual report or renewal filing required by chapters 495, 605, 607, 609, 617, 620, 621, and 865.
(3) As the means for any registrant to apply for the issuance of a Federal Employer Identification Number, pursuant to any formal agreement with the Internal Revenue Service of the United States.
(4) To comply with any formal agreement for information exchange or reciprocal issuance of a license permit or registration.
(5) To facilitate the creation and maintenance of a database and a directory of businesses and any information regarding the activities of such businesses which will further the international and domestic economic development efforts of this state.
History.—s. 3, ch. 99-218; s. 28, ch. 2015-148.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 607 - Florida Business Corporation Act › Part I - General Provisions (Ss. 607.0101-607.193) › 607.0101 - Short title; applicability.

607.0101 Short title; applicability.—
(1) This chapter may be cited as the “Florida Business Corporation Act.”
(2) Part I of this chapter contains provisions of general applicability to corporations.
(3) Part II of this chapter applies to social purpose corporations.
(4) Part III of this chapter applies to benefit corporations.
History.—s. 1, ch. 89-154; s. 3, ch. 2014-209; s. 1, ch. 2019-90.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 607 - Florida Business Corporation Act › Part I - General Provisions (Ss. 607.0101-607.193) › 607.0102 - Reservation of power to amend or repeal.

607.0102 Reservation of power to amend or repeal.—The Legislature has power to amend or repeal all or part of this chapter at any time, and all domestic and foreign corporations subject to this chapter shall be governed by the amendment or repeal.
History.—s. 2, ch. 89-154; s. 2, ch. 2019-90.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 607 - Florida Business Corporation Act › Part I - General Provisions (Ss. 607.0101-607.193) › 607.0121 - Forms.

607.0121 Forms.—
(1) The department may prescribe and furnish on request forms for:
(a) An application for certificate of status,
(b) A foreign corporation’s application for certificate of authority to transact business in the state,
(c) A foreign corporation’s notice of withdrawal of certificate of authority, and
(d) The annual report, for which the department may prescribe the use of the uniform business report, pursuant to s. 606.06.
(2) If the department so requires, the use of these forms shall be mandatory.
(3) The department may prescribe and furnish on request forms for other documents required or permitted to be filed by this chapter, but their use is not mandatory.
History.—s. 4, ch. 89-154; s. 5, ch. 99-218; s. 4, ch. 2019-90.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 607 - Florida Business Corporation Act › Part I - General Provisions (Ss. 607.0101-607.193) › 607.0122 - Fees for filing documents and issuing certificates.

607.0122 Fees for filing documents and issuing certificates.—The department shall collect the following fees when the documents described in this section are delivered to the department for filing:
(1) Articles of incorporation: $35.
(2) Application for registered name: $87.50.
(3) Application for renewal of registered name: $87.50.
(4) Corporation’s statement of change of registered agent or registered office or both if not included on the annual report: $35.
(5) Designation of and acceptance by registered agent: $35.
(6) Agent’s statement of resignation from active corporation: $87.50.
(7) Agent’s statement of resignation from an inactive corporation: $35.
(8) Amendment of articles of incorporation: $35.
(9) Restatement of articles of incorporation with amendment of articles: $35.
(10) Articles of merger or share exchange for each party thereto: $35.
(11) Articles of dissolution: $35.
(12) Articles of revocation of dissolution: $35.
(13) Application for reinstatement following administrative dissolution: $600.
(14) Application for certificate of authority to transact business in this state by a foreign corporation: $35.
(15) Application for amended certificate of authority: $35.
(16) Application for certificate of withdrawal by a foreign corporation: $35.
(17) Annual report: $61.25.
(18) Articles of correction: $35.
(19) Application for certificate of status: $8.75.
(20) Certificate of domestication of a foreign corporation: $50.
(21) Certified copy of document: $52.50.
(22) Serving as agent for substitute service of process: $87.50.
(23) Supplemental corporate fee: $88.75.
(24) Any other document required or permitted to be filed by this chapter: $35.
History.—s. 5, ch. 89-154; s. 63, ch. 90-132; s. 134, ch. 90-179; s. 25, ch. 92-319; ss. 1, 2, 3, ch. 96-212; s. 15, ch. 98-101; s. 2, ch. 2003-283; s. 5, ch. 2019-90.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 607 - Florida Business Corporation Act › Part I - General Provisions (Ss. 607.0101-607.193) › 607.0124 - Correcting filed document; withdrawal of filed record before effectiveness.

607.0124 Correcting filed document; withdrawal of filed record before effectiveness.—
(1) A domestic or foreign corporation may correct a document filed by the department if:
(a) The document contains an inaccuracy;
(b) The document contains false, misleading, or fraudulent information;
(c) The document was defectively signed, attested, sealed, verified, or acknowledged; or
(d) The electronic transmission of the document to the department was defective.
(2) A document is corrected:
(a) By preparing articles of correction that:
1. Describe the document (including its filing date) or attach a copy of the document to the articles of correction;
2. Specify the inaccuracy or defect to be corrected; and
3. Correct the inaccuracy or defect; and
(b) By delivering the articles of correction to the department for filing, signed in accordance with s. 607.0120.
(3) Articles of correction are effective on the effective date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed.
(4) Articles of correction may not contain a delayed effective date for the correction.
(5) Unless otherwise provided for in s. 607.1107(2), s. 607.11923(3), or s. 607.11934(3), a filing delivered to the department may be withdrawn before it takes effect by delivering a withdrawal statement to the department for filing.
(a) A withdrawal statement must:
1. Be signed by each person who signed the filing being withdrawn, except as otherwise agreed to by such persons;
2. Identify the filing to be withdrawn; and
3. If not signed by all persons who signed the filing being withdrawn, state that the filing is withdrawn in accordance with the agreement of all persons who signed the filing.
(b) On the filing by the department of a withdrawal statement, the action or transaction evidenced by the original filing does not take effect.
(6) Articles of correction that are filed to correct false, misleading, or fraudulent information are not subject to a fee of the department if the articles of correction are delivered to the department within 15 days after the notification of filing sent pursuant to s. 607.0125(2).
History.—s. 7, ch. 89-154; s. 4, ch. 93-281; s. 15, ch. 99-218; s. 4, ch. 2003-283; s. 3, ch. 2018-58; s. 7, ch. 2019-90.