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2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 605 - Florida Revised Limited Liability Company Act › 605.0903 - Effect of a Certificate of Authority.

605.0903 Effect of a certificate of authority.—
(1) Unless the department determines that an application for a certificate of authority of a foreign limited liability company to transact business in this state does not comply with the filing requirements of this chapter, the department shall, upon payment of all filing fees, authorize the foreign limited liability company to transact business in this state and file the application for a certificate of authority.
(2) The filing by the department of an application for a certificate of authority means the foreign limited liability company that filed the application to transact business in this state has obtained a certificate of authority to transact business in this state and is authorized to transact business in this state, subject, however, to the right of the department to suspend or revoke the certificate of authority as provided in this chapter.
History.—s. 2, ch. 2013-180; s. 257, ch. 2019-90.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 605 - Florida Revised Limited Liability Company Act › 605.0904 - Effect of Failure to Have Certificate of Authority.

605.0904 Effect of failure to have certificate of authority.—
(1) A foreign limited liability company transacting business in this state or its successors may not maintain an action or proceeding in this state unless it has a certificate of authority to transact business in this state.
(2) The successor to a foreign limited liability company that transacted business in this state without a certificate of authority and the assignee of a cause of action arising out of that business may not maintain a proceeding based on that cause of action in a court in this state until the foreign limited liability company or its successor obtains a certificate of authority.
(3) A court may stay a proceeding commenced by a foreign limited liability company or its successor or assignee until it determines whether the foreign limited liability company or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign limited liability company or its successor has obtained a certificate of authority to transact business in this state.
(4) The failure of a foreign limited liability company to have a certificate of authority to transact business in this state does not impair the validity of any contract, deed, mortgage, security interest, or act of the foreign limited liability company or prevent the foreign limited liability company from defending an action or proceeding in this state.
(5) A member or manager of a foreign limited liability company is not liable for the debts, obligations, or other liabilities of the foreign limited liability company solely because the foreign limited liability company transacted business in this state without a certificate of authority.
(6) If a foreign limited liability company transacts business in this state without a certificate of authority or cancels its certificate of authority, it appoints the department as its agent for service of process for rights of action arising out of the transaction of business in this state.
(7) A foreign limited liability company that transacts business in this state without obtaining a certificate of authority is liable to this state for the years or parts thereof during which it transacted business in this state without obtaining a certificate of authority in an amount equal to all fees and penalties that would have been imposed by this chapter upon the foreign limited liability company had it duly applied for and received a certificate of authority to transact business in this state as required under this chapter. In addition to the payments thus prescribed, the foreign limited liability company is liable for a civil penalty of at least $500 but not more than $1,000 for each year or part thereof during which it transacts business in this state without a certificate of authority. The department may collect all penalties due under this subsection.
History.—s. 2, ch. 2013-180; s. 136, ch. 2014-17; s. 258, ch. 2019-90.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 605 - Florida Revised Limited Liability Company Act › 605.0905 - Activities Not Constituting Transacting Business.

605.0905 Activities not constituting transacting business.—
(1) The following activities, among others, do not constitute transacting business within the meaning of s. 605.0902(1):
(a) Maintaining, defending, or settling any proceeding.
(b) Holding meetings of the managers or members or carrying on other activities concerning internal company affairs.
(c) Maintaining bank accounts.
(d) Maintaining managers or agencies for the transfer, exchange, and registration of the foreign limited liability company’s own securities or maintaining trustees or depositaries with respect to those securities.
(e) Selling through independent contractors.
(f) Soliciting or obtaining orders, whether by mail or through employees, agents, or otherwise, if the orders require acceptance outside this state before they become contracts.
(g) Creating or acquiring indebtedness, mortgages, and security interests in real or personal property.
(h) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts.
(i) Transacting business in interstate commerce.
(j) Conducting an isolated transaction that is completed within 30 days and that is not one in the course of repeated transactions of a like nature.
(k) Owning and controlling a subsidiary corporation incorporated in or limited liability company formed in, or transacting business within, this state; voting the stock of any such subsidiary corporation; or voting the membership interests of any such limited liability company, which it has lawfully acquired.
(l) Owning a limited partner interest in a limited partnership that is transacting business within this state, unless the limited partner manages or controls the partnership or exercises the powers and duties of a general partner.
(m) Owning, without more, real or personal property.
(2) The list of activities in subsection (1) is not an exhaustive list of activities that do not constitute transacting business within the meaning of s. 605.0902(1).
(3) The ownership in this state of income-producing real property or tangible personal property, other than property excluded under subsection (1), constitutes transacting business in this state for purposes of s. 605.0902(1).
(4) This section does not apply when determining the contacts or activities that may subject a foreign limited liability company to service of process, taxation, or regulation under the law of this state other than this chapter.
History.—s. 2, ch. 2013-180; s. 137, ch. 2014-17.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 605 - Florida Revised Limited Liability Company Act › 605.0906 - Noncomplying Name of Foreign Limited Liability Company.

605.0906 Noncomplying name of foreign limited liability company.—
(1) A foreign limited liability company whose name is unavailable under or whose name does not otherwise comply with s. 605.0112 shall use an alternate name that complies with s. 605.0112 to transact business in this state. An alternate name adopted for use in this state shall be cross-referenced to the actual name of the foreign limited liability company in the records of the department. If the actual name of the foreign limited liability company subsequently becomes available in this state or the foreign limited liability company chooses to change its alternate name, a copy of the record approving the change by its members, managers, or other persons having the authority to do so, and executed as required pursuant to s. 605.0203, shall be delivered to the department for filing.
(2) A foreign limited liability company that adopts an alternate name under subsection (1) and obtains a certificate of authority with the alternate name need not comply with s. 865.09.
(3) After obtaining a certificate of authority with an alternate name, a foreign limited liability company shall transact business in this state under the alternate name unless the company is authorized under s. 865.09 to transact business in this state under another name.
(4) If a foreign limited liability company authorized to transact business in this state changes its name to one that does not comply with s. 605.0112, it may not thereafter transact business in this state until it complies with subsection (1) and obtains an amended certificate of authority pursuant to s. 605.0907.
History.—s. 2, ch. 2013-180; s. 259, ch. 2019-90.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 605 - Florida Revised Limited Liability Company Act › 605.0907 - Amendment to Certificate of Authority.

605.0907 Amendment to certificate of authority.—
(1) A foreign limited liability company authorized to transact business in this state shall deliver for filing an amendment to its certificate of authority to reflect the change of any of the following:
(a) Its name on the records of the department.
(b) Its jurisdiction of formation.
(c) The name and street address in this state of the company’s registered agent in this state, unless the change was timely made in accordance with s. 605.0114 or s. 605.0116.
(d) Any person identified in accordance with s. 605.0902(1)(e), or a change in the title or capacity or address of that person.
(2) The amendment must be filed within 90 days after the occurrence of a change described in subsection (1), must be signed by an authorized representative of the foreign limited liability company, and must state the following:
(a) The name of the foreign limited liability company as it appears on the records of the department.
(b) Its jurisdiction of formation.
(c) The date the foreign limited liability company was authorized to transact business in this state.
(d) If the name of the foreign limited liability company has been changed, the name relinquished and its new name.
(e) If the amendment changes the jurisdiction of formation of the foreign limited liability company, a statement of that change.
(3) Subject to subsection (4), a foreign limited liability company authorized to do business in this state may make application to the department to obtain an amended certificate of authority to add, remove, or change the name, title, capacity, or address of a person who has the authority to manage the foreign limited liability company.
(4) The requirements of s. 605.0902 for obtaining an original certificate of authority apply to obtaining an amended certificate under this section unless the official having custody of the foreign limited liability company’s publicly filed records in its jurisdiction of formation did not require an amendment to effectuate the change on its records.
History.—s. 2, ch. 2013-180; s. 138, ch. 2014-17; s. 260, ch. 2019-90.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 605 - Florida Revised Limited Liability Company Act › 605.09091 - Judicial Review of Denial of Reinstatement.

605.09091 Judicial review of denial of reinstatement.—
(1) If the department denies a foreign limited liability company’s application for reinstatement after revocation of its certificate of authority, the department must serve the foreign limited liability company, pursuant to s. 605.0117(2), with a written notice that explains the reason or reasons for the denial.
(2) Within 30 days after service of a notice of denial of reinstatement, a foreign limited liability company may appeal the denial by petitioning the Circuit Court of Leon County to set aside the revocation. The petition must be served on the department and must contain a copy of the department’s notice of revocation, the foreign limited liability company’s application for reinstatement, and the department’s notice of denial.
(3) The circuit court may order the department to reinstate the certificate of authority of the foreign limited liability company or take other action the court considers appropriate.
(4) The circuit court’s final decision may be appealed as in other civil proceedings.
History.—s. 262, ch. 2019-90; s. 20, ch. 2022-190.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 605 - Florida Revised Limited Liability Company Act › 605.0910 - Withdrawal and Cancellation of Certificate of Authority.

605.0910 Withdrawal and cancellation of certificate of authority.—
(1) To cancel its certificate of authority to transact business in this state, a foreign limited liability company must deliver to the department for filing a notice of withdrawal of certificate of authority. The certificate of authority is canceled when the notice becomes effective pursuant to s. 605.0207. The notice of withdrawal of certificate of authority must be signed by an authorized representative and state the following:
(a) The name of the foreign limited liability company as it appears on the records of the department.
(b) The name of the foreign limited liability company’s jurisdiction of formation.
(c) The date the foreign limited liability company was authorized to transact business in this state.
(d) That the foreign limited liability company is withdrawing its certificate of authority in this state.
(e) That the foreign limited liability company revokes the authority of its registered agent to accept service on its behalf and appoints the secretary of state as its agent for service of process based on a cause of action arising during the time the foreign limited liability company was authorized to transact business in this state.
(f) A mailing address and an e-mail address to which a party seeking to effectuate service of process may send a copy of any process served on the Secretary of State under paragraph (e).
(g) A commitment to notify the department in the future of any change in its mailing address or e-mail address.
(2) After the withdrawal of the foreign limited liability company is effective, service of process on the Secretary of State using the procedures set forth in s. 48.161 is service on the foreign limited liability company.
History.—s. 2, ch. 2013-180; s. 263, ch. 2019-90; s. 21, ch. 2022-190.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 605 - Florida Revised Limited Liability Company Act › 605.0911 - Withdrawal Deemed on Conversion to Domestic Filing Entity.

605.0911 Withdrawal deemed on conversion to domestic filing entity.—A registered foreign limited liability company authorized to transact business in this state that converts to a domestic limited liability company or to another domestic entity that is organized, incorporated, registered or otherwise formed through the delivery of a record to the department for filing is deemed to have withdrawn its certificate of authority on the effective date of the conversion.
History.—s. 2, ch. 2013-180; s. 264, ch. 2019-90.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 605 - Florida Revised Limited Liability Company Act › 605.0912 - Withdrawal on Dissolution, Merger, or Conversion to Nonfiling Entity.

605.0912 Withdrawal on dissolution, merger, or conversion to nonfiling entity.—
(1) A registered foreign limited liability company that has dissolved and completed winding up, has merged into a foreign entity that is not authorized to transact business in this state, or has converted to a domestic or foreign entity that is not organized, incorporated, registered or otherwise formed through the public filing of a record, shall deliver a notice of withdrawal of certificate of authority to the department for filing in accordance with s. 605.0910.
(2) After a withdrawal under this section of a foreign limited liability company that has converted to another type of entity is effective, service of process in any action or proceeding based on a cause of action arising during the time the foreign limited liability company was authorized to transact business in this state may be made pursuant to s. 605.0117.
History.—s. 2, ch. 2013-180; s. 139, ch. 2014-17; s. 265, ch. 2019-90.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 605 - Florida Revised Limited Liability Company Act › 605.0913 - Action by Department of Legal Affairs.

605.0913 Action by Department of Legal Affairs.—The Department of Legal Affairs may maintain an action to enjoin a foreign limited liability company from transacting business in this state in violation of this chapter.
History.—s. 2, ch. 2013-180.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 605 - Florida Revised Limited Liability Company Act › 605.1001 - Relationship of the Provisions of This Section and Ss. 605.1002-605.1072 to Other Laws.

605.1001 Relationship of the provisions of this section and ss. 605.1002-605.1072 to other laws.—
(1) The provisions of this section and ss. 605.1002-605.1072 do not authorize an act prohibited by, and do not affect the application or requirements of, law other than the provisions of this section and ss. 605.1002-605.1072.
(2) A transaction effected under this section and ss. 605.1002-605.1072 may not create or impair a right or obligation on the part of a person under a provision of the law of this state other than this section and ss. 605.1002-605.1072, relating to a change in control, takeover, business combination, control-share acquisition, or similar transaction involving a merging, acquiring, or converting domestic business corporation unless:
(a) If the corporation does not survive the transaction, the transaction satisfies the requirements of the provision; or
(b) If the corporation survives the transaction, the approval of the plan is by a vote of the shareholders or directors which would be sufficient to create or impair the right or obligation directly under the provision.
History.—s. 2, ch. 2013-180.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 605 - Florida Revised Limited Liability Company Act › 605.1002 - Charitable and Donative Provisions.

605.1002 Charitable and donative provisions.—
(1) Property held for a charitable purpose under the law of this state by a domestic or foreign entity immediately before a transaction under this chapter becomes effective may not, as a result of the transaction, be diverted from the objects for which it was donated, granted, devised, or otherwise transferred unless, to the extent required under or pursuant to the law of this state concerning cy pres or other law dealing with nondiversion of charitable assets, the entity obtains an appropriate order of the appropriate court specifying the disposition of the property.
(2) A bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance that is made to a merging entity that is not the surviving entity and that takes effect or remains payable after the merger inures to the surviving entity. A trust obligation that would govern property if transferred to the nonsurviving entity applies to property that is transferred to the surviving entity under this section.
History.—s. 2, ch. 2013-180.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 605 - Florida Revised Limited Liability Company Act › 605.1003 - Status of Filings.

605.1003 Status of filings.—A filing under ss. 605.1001-605.1072 signed by a domestic entity becomes part of the public organic record of the entity if the entity’s organic law provides that similar filings under that law become part of the public organic record of the entity.
History.—s. 2, ch. 2013-180.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 605 - Florida Revised Limited Liability Company Act › 605.1004 - Nonexclusivity.

605.1004 Nonexclusivity.—The fact that a transaction under ss. 605.1001-605.1072 produces a certain result does not preclude the same result from being accomplished in any other manner authorized under a law other than the provisions of ss. 605.1001-605.1072.
History.—s. 2, ch. 2013-180.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 605 - Florida Revised Limited Liability Company Act › 605.1005 - Reference to External Facts.

605.1005 Reference to external facts.—A plan may refer to facts ascertainable outside the plan if the manner in which the facts will operate upon the plan is specified in the plan. The facts may include the occurrence of an event or a determination or action by a person, whether or not the event, determination, or action is within the control of a party to the transaction.
History.—s. 2, ch. 2013-180.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 605 - Florida Revised Limited Liability Company Act › 605.1021 - Merger Authorized.

605.1021 Merger authorized.—
(1) By complying with the provisions of this section and ss. 605.1022-605.1026:
(a) One or more domestic limited liability companies may merge with one or more domestic or foreign entities into a domestic or foreign surviving entity; and
(b) Two or more foreign entities may merge into a domestic limited liability company.
(2) By complying with the provisions of this section and ss. 605.1022-605.1026 which are applicable to foreign entities, a foreign entity may be a party to a merger under the provisions of this section and ss. 605.1022-605.1026 or may be the surviving entity in such a merger if the merger is authorized by the law of the foreign entity’s jurisdiction of formation.
(3) In the case of a merger involving a limited liability company that is a not-for-profit company, the surviving limited liability company or other business entity must also be a not-for-profit entity.
History.—s. 2, ch. 2013-180.
2023 Florida Statutes › Title XXXVI - Business Organizations › Chapter 605 - Florida Revised Limited Liability Company Act › 605.1022 - Plan of Merger.

605.1022 Plan of merger.—
(1) A domestic limited liability company may become a party to a merger under the provisions of ss. 605.1021-605.1026 by approving a plan of merger. The plan must be in a record and contain the following:
(a) As to each merging entity, its name, jurisdiction of formation, and type of entity.
(b) The surviving entity in the merger.
(c) The manner and basis of converting the interests and the rights to acquire interests in each party to the merger into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing.
(d) If the surviving entity exists before the merger, any proposed amendments to or restatements of its public organic record, or any proposed amendments to or restatements of its private organic rules, which are or are proposed to be in a record, and all such amendments or restatements that are effective at the effective date of the merger.
(e) If the surviving entity is to be created in the merger, its proposed public organic record and the full text of its private organic rules that are proposed to be in a record, if any.
(f) The other terms and conditions of the merger.
(g) Any other provision required by the law of a merging entity’s jurisdiction of formation or the organic rules of a merging entity.
(2) In addition to the requirements under subsection (1), a plan of merger may contain any other provision not prohibited by law.
History.—s. 2, ch. 2013-180.
2023 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; or
3. 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.
2023 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.
2023 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.
2023 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; or
3. 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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; 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 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.
2023 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 and an e-mail address to which a party seeking to effectuate service of process may send any process served on the Secretary of State 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; s. 22, ch. 2022-190.
2023 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.
2023 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.