Bill Amendment: FL S0554 | 2015 | Regular Session
NOTE: For additional amemendments please see the Bill Drafting List
Bill Title: Limited Liability Companies
Status: 2015-04-22 - Laid on Table, companion bill(s) passed, see CS/CS/CS/HB 531 (Ch. 2015-148) [S0554 Detail]
Download: Florida-2015-S0554-Senate_Committee_Amendment_218950.html
Bill Title: Limited Liability Companies
Status: 2015-04-22 - Laid on Table, companion bill(s) passed, see CS/CS/CS/HB 531 (Ch. 2015-148) [S0554 Detail]
Download: Florida-2015-S0554-Senate_Committee_Amendment_218950.html
Florida Senate - 2015 COMMITTEE AMENDMENT Bill No. SB 554 Ì218950.Î218950 LEGISLATIVE ACTION Senate . House . . . . . ————————————————————————————————————————————————————————————————— ————————————————————————————————————————————————————————————————— The Committee on Commerce and Tourism (Richter) recommended the following: 1 Senate Amendment (with title amendment) 2 3 Delete lines 102 - 552 4 and insert: 5 Section 4. Subsection (2), paragraph (a) of subsection (3), 6 and subsection (4) of section 605.0410, Florida Statutes, are 7 amended to read: 8 605.0410 Records to be kept; rights of member, manager, and 9 person dissociated to information.— 10 (2) In a member-managed limited liability company, the 11 following rules apply: 12 (a) Upon reasonable notice, a member may inspect and copy 13 during regular business hours, at a reasonable location 14 specified by the company: 15 1. The records described in subsection (1); and 16 2. Each other record maintained by the company regarding 17 the company’s activities, affairs, financial condition, and 18 other circumstances, to the extent the information is material 19 to the member’s rights and duties under the operating agreement 20 or this chapter. 21 (b) The company shall furnish to each member: 22 1. Without demand, any information concerning the company’s 23 activities, affairs, financial condition, and other 24 circumstances that the company knows and is material to the 25 proper exercise of the member’s rights and duties under the 26 operating agreement or this chapter, except to the extent the 27 company can establish that it reasonably believes the member 28 already knows the information; and 29 2. On demand, other information concerning the company’s 30 activities, affairs, financial condition, and other 31 circumstances, except to the extent the demand or information 32 demanded is unreasonable or otherwise improper under the 33 circumstances. 34 (c) Within 10 days after receiving a demand pursuant to 35 subparagraph (b)2., the company shall provide to the member who 36 made the demand a record of: 37 1. The information that the company will provide in 38 response to the demand and when and where the company will 39 provide such information. 40 2. For any demanded information that the company is not 41 providing, the reasons that the company will not provide the 42 information. 43 (d)(c)The duty to furnish information under this 44 subsection also applies to each member to the extent the member 45 knows any of the information described in this subsection. 46 (3) In a manager-managed limited liability company, the 47 following rules apply: 48 (a) The informational rights stated in subsection (2) and 49 the duty stated in paragraph (2)(d)(2)(c)apply to the managers 50 and not to the members. 51 (4) Subject to subsection (10)(9), on 10 days’ demand made 52 in a record received by a limited liability company, a person 53 dissociated as a member may have access to information to which 54 the person was entitled while a member if: 55 (a) The information pertains to the period during which the 56 person was a member; 57 (b) The person seeks the information in good faith; and 58 (c) The person satisfies the requirements imposed on a 59 member by paragraph (3)(b). 60 Section 5. Paragraph (c) of subsection (2) of section 61 605.1072, Florida Statutes, is amended to read: 62 605.1072 Other remedies limited.— 63 (2) Subsection (1) does not apply to an appraisal event 64 that: 65(c) Is an interested transaction, unless it has been66approved in the same manner as is provided in s. 605.04092 or is67fair to the limited liability company as defined in s.68605.04092(1)(c).69 Section 6. Subsection (3) of section 605.1108, Florida 70 Statutes, is amended to read: 71 605.1108 Application to limited liability company formed 72 under the Florida Limited Liability Company Act.— 73 (3) For the purpose of applying this chapter to a limited 74 liability company formed before January 1, 2014, under the 75 Florida Limited Liability Company Act, former ss. 608.401 76 608.705,:77(a)The company’s articles of organization are deemed to be 78 the company’s articles of organization under this chapter; and 79(b) For the purpose of applying s. 605.0102(39), the80language in the company’s articles of organization designating81the company’s management structure operates as if that language82were in the operating agreement.83 Section 7. Effective upon this act becoming a law, chapter 84 608, Florida Statutes, consisting of sections 608.401, 608.402, 85 608.403, 608.404, 608.405, 608.406, 608.407, 608.408, 608.4081, 86 608.4082, 608.409, 608.4101, 608.411, 608.4115, 608.415, 87 608.416, 608.4211, 608.422, 608.4225, 608.4226, 608.4227, 88 608.4228, 608.4229, 608.423, 608.4231, 608.4232, 608.4235, 89 608.4236, 608.4237, 608.4238, 608.425, 608.426, 608.4261, 90 608.427, 608.428, 608.431, 608.432, 608.433, 608.434, 608.4351, 91 608.4352, 608.4353, 608.4354, 608.4355, 608.4356, 608.4357, 92 608.43575, 608.4358, 608.43585, 608.4359, 608.43595, 608.438, 93 608.4381, 608.4382, 608.4383, 608.439, 608.4401, 608.4402, 94 608.4403, 608.4404, 608.441, 608.4411, 608.4421, 608.4431, 95 608.444, 608.445, 608.446, 608.447, 608.448, 608.4481, 608.4482, 96 608.4483, 608.449, 608.4491, 608.4492, 608.4493, 608.4511, 97 608.452, 608.455, 608.461, 608.462, 608.463, 608.471, 608.501, 98 608.502, 608.503, 608.504, 608.505, 608.506, 608.507, 608.508, 99 608.509, 608.5101, 608.511, 608.512, 608.513, 608.5135, 608.514, 100 608.601, 608.701, 608.702, 608.703, 608.704, and 608.705, is 101 repealed. 102 Section 8. Effective upon this act becoming a law and 103 operating retroactively to January 1, 2015, subsection (3) of 104 section 15.16, Florida Statutes, is amended to read: 105 15.16 Reproduction of records; admissibility in evidence; 106 electronic receipt and transmission of records; certification; 107 acknowledgment.— 108 (3) The Department of State may cause to be received 109 electronically any records that are required to be filed with it 110 pursuant to chapter 55, chapter 117, chapter 118, chapter 495, 111 chapter 605, chapter 606, chapter 607,chapter 608,chapter 610, 112 chapter 617, chapter 620, chapter 621, chapter 679, chapter 713, 113 or chapter 865, through facsimile or other electronic transfers, 114 for the purpose of filing such records. The originals of all 115 such electronically transmitted records must be executed in the 116 manner provided in paragraph (5)(b). The receipt of such 117 electronic transfer constitutes delivery to the department as 118 required by law. The department may use electronic transmissions 119 for purposes of notice in the administration of chapters 55, 120 117, 118, 495, 605, 606, 607,608,610, 617, 620, 621, 679, and 121 713 and s. 865.09. The Department of State may collect e-mail 122 addresses for purposes of notice and communication in the 123 performance of its duties and may require filers and registrants 124 to furnish such e-mail addresses when presenting documents for 125 filing. 126 Section 9. Effective upon this act becoming a law and 127 operating retroactively to January 1, 2015, subsections (1) and 128 (2) of section 48.062, Florida Statutes, are amended to read: 129 48.062 Service on a limited liability company.— 130 (1) Process against a limited liability company, domestic 131 or foreign, may be served on the registered agent designated by 132 the limited liability company under chapter 605or chapter 608. 133 A person attempting to serve process pursuant to this subsection 134 may serve the process on any employee of the registered agent 135 during the first attempt at service even if the registered agent 136 is a natural person and is temporarily absent from his or her 137 office. 138 (2) If service cannot be made on a registered agent of the 139 limited liability company because of failure to comply with 140 chapter 605or chapter 608or because the limited liability 141 company does not have a registered agent, or if its registered 142 agent cannot with reasonable diligence be served, process 143 against the limited liability company, domestic or foreign, may 144 be served: 145 (a) On a member of a member-managed limited liability 146 company; 147 (b) On a manager of a manager-managed limited liability 148 company; or 149 (c) If a member or manager is not available during regular 150 business hours to accept service on behalf of the limited 151 liability company, he, she, or it may designate an employee of 152 the limited liability company to accept such service. After one 153 attempt to serve a member, manager, or designated employee has 154 been made, process may be served on the person in charge of the 155 limited liability company during regular business hours. 156 Section 10. Effective upon this act becoming a law and 157 operating retroactively to January 1, 2015, paragraph (c) of 158 subsection (1) of section 213.758, Florida Statutes, is amended 159 to read: 160 213.758 Transfer of tax liabilities.— 161 (1) As used in this section, the term: 162 (c) “Insider” means: 163 1. Any person included within the meaning of insider as 164 used in s. 726.102; or 165 2. A manager of,a managing member of,or a person who 166 controls a transferor that is, a limited liability company, or a 167 relative as defined in s. 726.102 of any such persons. 168 Section 11. Effective upon this act becoming a law and 169 operating retroactively to January 1, 2015, subsection (1) of 170 section 220.02, Florida Statutes, is amended to read: 171 220.02 Legislative intent.— 172 (1) It is the intent of the Legislature in enacting this 173 code to impose a tax upon all corporations, organizations, 174 associations, and other artificial entities which derive from 175 this state or from any other jurisdiction permanent and inherent 176 attributes not inherent in or available to natural persons, such 177 as perpetual life, transferable ownership represented by shares 178 or certificates, and limited liability for all owners. It is 179 intended that any limited liability company that is classified 180 as a partnership for federal income tax purposes and is defined 181 in and organized pursuant toformed underchapter 605608or 182 qualified to do business in this state as a foreign limited 183 liability company not be subject to the tax imposed by this 184 code. It is the intent of the Legislature to subject such 185 corporations and other entities to taxation hereunder for the 186 privilege of conducting business, deriving income, or existing 187 within this state. This code is not intended to tax, and shall 188 not be construed so as to tax, any natural person who engages in 189 a trade, business, or profession in this state under his or her 190 own or any fictitious name, whether individually as a 191 proprietorship or in partnership with others, or as a member or 192 a manager of a limited liability company classified as a 193 partnership for federal income tax purposes; any estate of a 194 decedent or incompetent; or any testamentary trust. However, a 195 corporation or other taxable entity which is or which becomes 196 partners with one or more natural persons shall not, merely by 197 reason of being a partner, exclude from its net income subject 198 to tax its respective share of partnership net income. This 199 statement of intent shall be given preeminent consideration in 200 any construction or interpretation of this code in order to 201 avoid any conflict between this code and the mandate in s. 5, 202 Art. VII of the State Constitution that no income tax be levied 203 upon natural persons who are residents and citizens of this 204 state. 205 Section 12. Effective upon this act becoming a law and 206 operating retroactively to January 1, 2015, paragraph (e) of 207 subsection (1) of section 220.03, Florida Statutes, is amended 208 to read: 209 220.03 Definitions.— 210 (1) SPECIFIC TERMS.—When used in this code, and when not 211 otherwise distinctly expressed or manifestly incompatible with 212 the intent thereof, the following terms shall have the following 213 meanings: 214 (e) “Corporation” includes all domestic corporations; 215 foreign corporations qualified to do business in this state or 216 actually doing business in this state; joint-stock companies; 217 limited liability companies, under chapter 605608; common-law 218 declarations of trust, under chapter 609; corporations not for 219 profit, under chapter 617; agricultural cooperative marketing 220 associations, under chapter 618; professional service 221 corporations, under chapter 621; foreign unincorporated 222 associations, under chapter 622; private school corporations, 223 under chapter 623; foreign corporations not for profit which are 224 carrying on their activities in this state; and all other 225 organizations, associations, legal entities, and artificial 226 persons which are created by or pursuant to the statutes of this 227 state, the United States, or any other state, territory, 228 possession, or jurisdiction. The term “corporation” does not 229 include proprietorships, even if using a fictitious name; 230 partnerships of any type, as such; limited liability companies 231 that are taxable as partnerships for federal income tax 232 purposes; state or public fairs or expositions, under chapter 233 616; estates of decedents or incompetents; testamentary trusts; 234 or private trusts. 235 Section 13. Effective upon this act becoming a law and 236 operating retroactively to January 1, 2015, paragraph (j) of 237 subsection (2) of section 220.13, Florida Statutes, is amended 238 to read: 239 220.13 “Adjusted federal income” defined.— 240 (2) For purposes of this section, a taxpayer’s taxable 241 income for the taxable year means taxable income as defined in 242 s. 63 of the Internal Revenue Code and properly reportable for 243 federal income tax purposes for the taxable year, but subject to 244 the limitations set forth in paragraph (1)(b) with respect to 245 the deductions provided by ss. 172 (relating to net operating 246 losses), 170(d)(2) (relating to excess charitable 247 contributions), 404(a)(1)(D) (relating to excess pension trust 248 contributions), 404(a)(3)(A) and (B) (to the extent relating to 249 excess stock bonus and profit-sharing trust contributions), and 250 1212 (relating to capital losses) of the Internal Revenue Code, 251 except that, subject to the same limitations, the term: 252 (j) “Taxable income,” in the case of a limited liability 253 company, other than a limited liability company classified as a 254 partnership for federal income tax purposes, as defined in and 255 organized pursuant to chapter 605608or qualified to do 256 business in this state as a foreign limited liability company or 257 other than a similar limited liability company classified as a 258 partnership for federal income tax purposes and created as an 259 artificial entity pursuant to the statutes of the United States 260 or any other state, territory, possession, or jurisdiction, if 261 such limited liability company or similar entity is taxable as a 262 corporation for federal income tax purposes, means taxable 263 income determined as if such limited liability company were 264 required to file or had filed a federal corporate income tax 265 return under the Internal Revenue Code; 266 Section 14. Effective upon this act becoming a law and 267 operating retroactively to January 1, 2015, section 310.181, 268 Florida Statutes, is amended to read: 269 310.181 Corporate powers.—All the rights, powers, and 270 liabilities conferred or imposed by the laws of Florida relating 271 to corporations for profit organized under part I of chapter 607 272 or under former chapter 608 before January 1, 1976, or to 273 corporations organized under chapter 621 apply to corporations 274 organized pursuant to s. 310.171. 275 Section 15. Effective upon this act becoming a law and 276 operating retroactively to January 1, 2015, subsection (9) of 277 section 440.02, Florida Statutes, is amended to read: 278 440.02 Definitions.—When used in this chapter, unless the 279 context clearly requires otherwise, the following terms shall 280 have the following meanings: 281 (9) “Corporate officer” or “officer of a corporation” means 282 any person who fills an office provided for in the corporate 283 charter or articles of incorporation filed with the Division of 284 Corporations of the Department of State or as authorized or 285 required under part I of chapter 607. The term “officer of a 286 corporation” includes a member owning at least 10 percent of a 287 limited liability company as defined in and organized pursuant 288 tocreated and approved underchapter 605608. 289 Section 16. Subsection (37) of section 605.0102, Florida 290 Statutes, is amended to read: 291 605.0102 Definitions.—As used in this chapter, the term: 292 (37) “Majority-in-interest” means those members who hold 293 more than 50 percent of the then-current percentage or other 294 interest in the profits of the limited liability company owned 295 by all of its membersand who have the right to vote; however, 296 as used in ss. 605.1001-605.1072, the term means: 297 (a) In the case of a limited liability company with only 298 one class or series of members, the holders of more than 50 299 percent of the then-current percentage or other interest in the 300 profits of the company owned by all of its members who have the 301 right to approve theamerger, interest exchange, or conversion, 302 as applicable, under the organic law or the organic rules of the 303 company; and 304 (b) In the case of a limited liability company having more 305 than one class or series of members, the holders in each class 306 or series of more than 50 percent of the then-current percentage 307 or other interest in the profits of the company owned by all of 308 the members of that class or series who have the right to 309 approve a merger, interest exchange, or conversion, as 310 applicable, under the organic law or the organic rules of the 311 company, unless the company’s organic rules provide for the 312 approval of the transaction in a different manner. 313 Section 17. Effective upon this act becoming a law and 314 operating retroactively to January 1, 2015, subsection (3) of 315 section 605.0401, Florida Statutes, is amended to read: 316 605.0401 Becoming a member.— 317 (3) After formation of a limited liability company, a 318 person becomes a member: 319 (a) As provided in the operating agreement; 320 (b) As the result of a merger, interest exchange, 321 conversion, or domestication under ss. 605.1001-605.1072, as 322 applicable; 323 (c) With the consent of all the members; or 324 (d) As provided in s. 605.0701(3). 325 Section 18. Effective upon this act becoming a law and 326 operating retroactively to January 1, 2015, paragraph (a) of 327 subsection (1) of section 605.04074, Florida Statutes, is 328 amended to read: 329 605.04074 Agency rights of members and managers.— 330 (1) In a member-managed limited liability company, the 331 following rules apply: 332 (a) Except as provided in subsection (3), each member is an 333 agent of the limited liability company for the purpose of its 334 activities and affairs, and.an act of a member, including 335 signing an agreement or instrument of transfer in the name of 336 the company for apparently carrying on in the ordinary course of 337 the company’s activities and affairs or activities and affairs 338 of the kind carried on by the company, binds the company unless 339 the member had no authority to act for the company in the 340 particular matter and the person with whom the member was 341 dealing knew or had notice that the member lacked authority. 342 Section 19. Effective upon this act becoming a law and 343 operating retroactively to January 1, 2015, paragraph (b) of 344 subsection (2) of section 605.04091, Florida Statutes, is 345 amended to read: 346 605.04091 Standards of conduct for members and managers.— 347 (2) The duty of loyalty is limited to: 348 (b) Refraining from dealing with the company in the conduct 349 or winding up of the company’s activities and affairs as, or on 350 behalf of, a person having an interest adverse to the company, 351 except to the extent that a transaction satisfies the 352 requirements of s. 605.04092thissection; and 353 Section 20. Subsection (3) of section 605.0712, Florida 354 Statutes, is amended to read: 355 605.0712 Other claims against a dissolved limited liability 356 company.— 357 (3) A claim that is not barred by this section, s.358608.0711,or another statute limiting actions,may be enforced: 359 (a) Against a dissolved limited liability company, to the 360 extent of its undistributed assets; and 361 (b) Except as otherwise provided in s. 605.0713, if assets 362 of the limited liability company have been distributed after 363 dissolution, against a member or transferee to the extent of 364 that person’s proportionate share of the claim or of the 365 company’s assets distributed to the member or transferee after 366 dissolution, whichever is less, but a person’s total liability 367 for all claims under this subsection may not exceed the total 368 amount of assets distributed to the person after dissolution. 369 Section 21. Subsection (2) of section 605.0805, Florida 370 Statutes, is amended to read: 371 605.0805 Proceeds and expenses.— 372 (2) If a derivative actionunder s. 608.0802is successful 373 in whole or in part, the court may award the plaintiff 374 reasonable expenses, including reasonable attorney fees and 375 costs, from the recovery of the limited liability company. 376 Section 22. Effective upon this act becoming a law and 377 operating retroactively to January 1, 2015 subsection (2) of 378 section 606.06, Florida Statutes, is amended to read: 379 606.06 Uniform business report.—The department may use the 380 uniform business report: 381 (2) As a substitute for any annual report or renewal filing 382 required by chapters 495, 605, 607,608,609, 617, 620, 621, and 383 865. 384 Section 23. Effective upon this act becoming a law and 385 operating retroactively to January 1, 2015, paragraph (c) of 386 subsection (2) of section 607.1108, Florida Statutes, is amended 387 to read: 388 607.1108 Merger of domestic corporation and other business 389 entity.— 390 (2) Pursuant to a plan of merger complying and approved in 391 accordance with this section, one or more domestic corporations 392 may merge with or into one or more other business entities 393 formed, organized, or incorporated under the laws of this state 394 or any other state, the United States, foreign country, or other 395 foreign jurisdiction, if: 396 (c) Each domestic limited liability company that is a party 397 to the merger complies with the applicable provisions of chapter 398 605608. 399 Section 24. Effective upon this act becoming a law and 400 operating retroactively to January 1, 2015, paragraph (d) of 401 subsection (1) of section 607.1109, Florida Statutes, is amended 402 to read: 403 607.1109 Articles of merger.— 404 (1) After a plan of merger is approved by each domestic 405 corporation and other business entity that is a party to the 406 merger, the surviving entity shall deliver to the Department of 407 State for filing articles of merger, which shall be executed by 408 each domestic corporation as required by s. 607.0120 and by each 409 other business entity as required by applicable law, and which 410 shall set forth: 411 (d) A statement that the plan of merger was approved by 412 each domestic limited liability company that is a party to the 413 merger in accordance with the applicable provisions of chapter 414 605608. 415 Section 25. Effective upon this act becoming a law and 416 operating retroactively to January 1, 2015, subsection (7) of 417 section 607.11101, Florida Statutes, is amended to read: 418 607.11101 Effect of merger of domestic corporation and 419 other business entity.—When a merger becomes effective: 420 (7) The shares, partnership interests, interests, 421 obligations, or other securities, and the rights to acquire 422 shares, partnership interests, interests, obligations, or other 423 securities, of each domestic corporation and other business 424 entity that is a party to the merger shall be converted into 425 shares, partnership interests, interests, obligations, or other 426 securities, or rights to such securities, of the surviving 427 entity or any other domestic corporation or other business 428 entity or, in whole or in part, into cash or other property as 429 provided in the plan of merger, and the former holders of 430 shares, partnership interests, interests, obligations, or other 431 securities, or rights to such securities, shall be entitled only 432 to the rights provided in the plan of merger and to their 433 appraisal rights, if any, under s. 605.1006, ss. 605.1061 434 605.1072, ss. 607.1301-607.1333,ss. 608.4351-608.43595,ss. 435 620.2114-620.2124, or other applicable law. 436 Section 26. Effective upon this act becoming a law and 437 operating retroactively to January 1, 2015, paragraph (b) of 438 subsection (2) of section 621.12, Florida Statutes, is amended 439 to read: 440 621.12 Identification with individual shareholders or 441 individual members.— 442 (2) The name shall also contain: 443 (b)1. In the case of a professional corporation, the words 444 “professional association” or the abbreviation “P.A.”; or 445 2. In the case of a professional limited liability company 446 formed before January 1, 2014, the words “professional limited 447 company” or “professional limited liability company,” the 448 abbreviation “P.L.” or “P.L.L.C.” or the designation “PL” or 449 “PLLC,” in lieu of the words “limited company” or “limited 450 liability company,” or the abbreviation “L.C.” or “L.L.C.” or 451 the designation “LC” or “LLC” as otherwise required under s. 452 605.0112 or former s. 608.406. 453 3. In the case of a professional limited liability company 454 formed on or after January 1, 2014, the words “professional 455 limited liability company,” the abbreviation “P.L.L.C.” or the 456 designation “PLLC,” in lieu of the words “limited liability 457 company,” or the abbreviation “L.L.C.” or the designation “LLC” 458 as otherwise required under s. 605.0112. 459 Section 27. Effective upon this act becoming a law and 460 operating retroactively to January 1, 2015, subsection (1) of 461 section 636.204, Florida Statutes, is amended to read: 462 636.204 License required.— 463 (1) Before doing business in this state as a discount 464 medical plan organization, an entity must be a corporation, a 465 limited liability company, or a limited partnership, 466 incorporated, organized, formed, or registered under the laws of 467 this state or authorized to transact business in this state in 468 accordance with chapter 605, part I of chapter 607,chapter 608,469 chapter 617, chapter 620, or chapter 865, and must be licensed 470 by the office as a discount medical plan organization or be 471 licensed by the office pursuant to chapter 624, part I of this 472 chapter, or chapter 641. 473 Section 28. Effective upon this act becoming a law and 474 operating retroactively to January 1, 2015, subsection (1) of 475 section 655.0201, Florida Statutes, is amended to read: 476 655.0201 Service of process, notice, or demand on financial 477 institutions.— 478 (1) Process against any financial institution authorized by 479 federal or state law to transact business in this state may be 480 served in accordance with chapter 48, chapter 49, chapter 605, 481 or part I of chapter 607,or chapter 608,as appropriate. 482 Section 29. Effective upon this act becoming a law and 483 operating retroactively to January 1, 2015, paragraph (c) of 484 subsection (11) of section 658.2953, Florida Statutes, is 485 amended to read: 486 658.2953 Interstate branching.— 487 (11) DE NOVO INTERSTATE BRANCHING BY STATE BANKS.— 488 (c) An out-of-state bank may establish and maintain a de 489 novo branch or acquire a branch in this state upon compliance 490 with chapter 605 or part I of chapter 607or chapter 608491 relating to doing business in this state as a foreign business 492 entity, including maintaining a registered agent for service of 493 process and other legal notice pursuant to s. 655.0201. 494 Section 30. Effective upon this act becoming a law and 495 operating retroactively to January 1, 2015, section 694.16, 496 Florida Statutes, is amended to read: 497 694.16 Conveyances by merger or conversion of business 498 entities.—As to any merger or conversion of business entities 499 prior to June 15, 2000, the title to all real estate, or any 500 interest therein, owned by a business entity that was a party to 501 a merger or a conversion is vested in the surviving entity 502 without reversion or impairment, notwithstanding the requirement 503 of a deed which was previously required by s. 607.11101, former 504 s. 608.4383, former s. 620.204, former s. 620.8904, or former s. 505 620.8906. 506 Section 31. Effective upon this act becoming a law and 507 operating retroactively to January 1, 2015, paragraph (f) of 508 subsection (2) of section 1002.395, Florida Statutes, is amended 509 to read: 510 1002.395 Florida Tax Credit Scholarship Program.— 511 (2) DEFINITIONS.—As used in this section, the term: 512 (f) “Eligible nonprofit scholarship-funding organization” 513 means a state university; or an independent college or 514 university that is eligible to participate in the William L. 515 Boyd, IV, Florida Resident Access Grant Program, located and 516 chartered in this state, is not for profit, and is accredited by 517 the Commission on Colleges of the Southern Association of 518 Colleges and Schools; or is a charitable organization that: 519 1. Is exempt from federal income tax pursuant to s. 520 501(c)(3) of the Internal Revenue Code; 521 2. Is a Florida entity formed under chapter 605, chapter 522 607,chapter608,or chapter 617 and whose principal office is 523 located in the state; and 524 3. Complies with subsections (6) and (16). 525 Section 28. Except as otherwise expressly provided in this 526 act and except for this section, which shall take effect upon 527 this act becoming a law, this act shall take effect July 1, 528 2015. 529 530 ================= T I T L E A M E N D M E N T ================ 531 And the title is amended as follows: 532 Delete lines 13 - 34 533 and insert: 534 dissociate; amending s. 605.04073, F.S.; requiring 535 certain conditions for members of a limited liability 536 company, without a meeting, to take certain actions 537 requiring the vote or consent of the members; amending 538 s. 605.0410, F.S.; requiring a limited liability 539 company to provide a record of certain information 540 within a specified period to a member who makes a 541 demand; amending s. 605.1072, F.S.; deleting a 542 provision providing an exception to the limitation of 543 remedies for appraisal events under specified 544 circumstances; amending s. 605.1108, F.S.; deleting a 545 provision requiring that, for a limited liability 546 company formed before a specified date, certain 547 language in the company's articles of organization 548 operates as if it were in the operating agreement; 549 repealing chapter 608, F.S., relating to the Florida 550 Limited Liability Company Act; amending ss. 15.16, 551 48.062, 213.758, 220.02, 220.03, 220.13, 310.181, 552 440.02, 605.0401, 605.04074, 605.04091, 606.06, 553 607.1108, 607.1109, 607.11101, 621.12, 636.204, 554 655.0201, 658.2953, 694.16, and 1002.395, F.S.; 555 conforming provisions to the repeal of the Florida 556 Limited Liability Company Act; providing retroactive 557 applicability; amending ss. 605.0102, 605.0712, and 558 605.0805, F.S.; revising a definition; conforming 559 cross-references; providing effective dates.