Bill Amendment: FL S0838 | 2020 | Regular Session

NOTE: For additional amemendments please see the Bill Drafting List

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Bill Title: Business Organizations

Status: 2020-06-19 - Chapter No. 2020-32 [S0838 Detail]

Download: Florida-2020-S0838-Senate_Committee_Amendment_621802.html

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       Florida Senate - 2020                        COMMITTEE AMENDMENT
       Bill No. SB 838
       
       
       
       
       
       
                                Ì621802uÎ621802                         
       
                              LEGISLATIVE ACTION                        
                    Senate             .             House              
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       The Committee on Commerce and Tourism (Simmons) recommended the
       following:
       
    1         Senate Amendment (with title amendment)
    2  
    3         Delete lines 1900 - 2004
    4  and insert:
    5         Section 69. Section 607.1907, Florida Statutes, is amended
    6  to read:
    7         607.1907 Saving provision.—
    8         (1) Except as to procedural provisions, chapter 2019-90,
    9  Laws of Florida, this act does not affect a pending action or
   10  proceeding or a right accrued before January 1, 2020, and a
   11  pending civil action or proceeding may be completed, and a right
   12  accrued may be enforced, as if chapter 2019-90, Laws of Florida,
   13  this act had not become effective.
   14         (2) If a penalty or punishment for violation of a statute
   15  or rule is reduced by chapter 2019-90, Laws of Florida, this
   16  act, the penalty or punishment, if not already imposed, shall be
   17  imposed in accordance with chapter 2019-90, Laws of Florida this
   18  act.
   19         Section 70. Subsection (3) of section 607.504, Florida
   20  Statutes, is amended to read:
   21         607.504 Election of social purpose corporation status.—
   22         (3) If an entity elects to become a social purpose
   23  corporation by amendment of the articles of incorporation or by
   24  a merger, domestication, conversion, or share exchange, the
   25  shareholders of the entity are entitled to appraisal rights
   26  under and pursuant to ss. 607.1301-607.1340.
   27         Section 71. Subsection (1) of section 605.0116, Florida
   28  Statutes, is amended to read:
   29         605.0116 Change of name or address by registered agent.—
   30         (1) If a registered agent changes his, or her, or its name
   31  or address, the agent may deliver to the department for filing a
   32  statement of change that provides the following:
   33         (a) The name of the limited liability company or foreign
   34  limited liability company represented by the registered agent.
   35         (b) The name of the registered agent as currently shown in
   36  the records of the department for the limited liability company
   37  or foreign limited liability company.
   38         (c) If the name of the registered agent has changed, his,
   39  her, or its new name.
   40         (d) If the address of the registered agent has changed, the
   41  new address.
   42         (e) A statement that the registered agent has given the
   43  notice required under subsection (2).
   44         Section 72. Subsections (2) and (7) of section 605.0207,
   45  Florida Statutes, are amended to read:
   46         605.0207 Effective date and time.—Except as otherwise
   47  provided in s. 605.0208, and subject to s. 605.0209(3), any
   48  document delivered to the department for filing under this
   49  chapter may specify an effective time and a delayed effective
   50  date. In the case of initial articles of organization, a prior
   51  effective date may be specified in the articles of organization
   52  if such date is within 5 business days before the date of
   53  filing. Subject to ss. 605.0114, 605.0115, 605.0208, and
   54  605.0209, a record filed by the department is effective:
   55         (2) If the record filed specifies an effective time, but
   56  not a prior or delayed effective date, on the date the record is
   57  accepted, as evidenced by the department’s endorsement, and
   58  filed at the time specified in the filing.
   59         (7) If the record filed a filed document does not specify
   60  the time zone or place at which the date or time, or both, is to
   61  be determined, the date or time, or both, at which it becomes
   62  effective shall be those prevailing at the place of filing in
   63  this state.
   64         Section 73. Section 605.0215, Florida Statutes, is amended
   65  to read:
   66         605.0215 Certificates to be received in evidence and
   67  evidentiary effect of certified copy of filed document.—All
   68  certificates issued by the department in accordance with this
   69  chapter shall be taken and received in all courts, public
   70  offices, and official bodies as prima facie evidence of the
   71  facts stated. A certificate from the department delivered with a
   72  copy of a document filed by the department bearing the signature
   73  of the secretary of state, which may be in facsimile, and the
   74  seal of this state, is conclusive evidence that the original
   75  document is on file with the department.
   76         Section 74. Paragraph (b) of subsection (2) of section
   77  605.0702, Florida Statutes, is amended to read:
   78         605.0702 Grounds for judicial dissolution.—
   79         (2)
   80         (b) For purposes of As used in this section, the term
   81  “deadlock sale provision” means a provision in an operating
   82  agreement which is or may be applicable in the event of a
   83  deadlock among the managers or the members of the limited
   84  liability company which the members of the company are unable to
   85  break and which provides for a deadlock breaking mechanism,
   86  including, but not limited to:
   87         1. A redemption or a purchase and sale of interests;
   88         2. A governance change, among or between members;
   89         3. The sale of the company or all or substantially all of
   90  the assets of the company; or
   91         4. A similar provision that, if initiated and effectuated,
   92  breaks the deadlock by causing the transfer of interests, a
   93  governance change, or the sale of all or substantially all of
   94  the company’s assets.
   95         Section 75. Subsection (2) of section 605.0716, Florida
   96  Statutes, is amended to read:
   97         605.0716 Judicial review of denial of reinstatement.—
   98         (2) Within 30 days after service of a notice of denial of
   99  reinstatement, a limited liability company may appeal the denial
  100  by petitioning the Circuit Court of Leon County to set aside the
  101  dissolution. The petition must be served on the department and
  102  must contain a copy of the department’s notice of administrative
  103  dissolution, the company’s application for reinstatement, and
  104  the department’s notice of denial.
  105         Section 76. Subsection (4) of section 605.1104, Florida
  106  Statutes, is amended to read:
  107         605.1104 Interrogatories by department; other powers of
  108  department.—
  109         (4) The department has the power and authority reasonably
  110  necessary to administer this chapter efficiently, to perform the
  111  duties herein imposed upon it, and to adopt reasonable rules
  112  necessary to carry out its duties and functions under this
  113  chapter.
  114  
  115  ================= T I T L E  A M E N D M E N T ================
  116  And the title is amended as follows:
  117         Delete lines 51 - 59
  118  and insert:
  119         findings to the Department of Legal Affairs; amending
  120         ss. 607.1907, 607.504, and 605.0116, F.S.; making
  121         technical changes; amending s. 605.0207, F.S.;
  122         specifying that certain documents accepted by the
  123         department for filing are effective on the date the
  124         records are accepted by the department; making a
  125         technical change; amending ss. 605.0215, 605.0702,
  126         605.0716, 605.1104, and 617.0501, F.S.; making
  127         technical