Bill Text: FL S0554 | 2015 | Regular Session | Engrossed


Bill Title: Limited Liability Companies

Spectrum: Slight Partisan Bill (? 3-1)

Status: (Introduced - Dead) 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-Engrossed.html
       CS for CS for CS for SB 554                      First Engrossed
       
       
       
       
       
       
       
       
       2015554e1
       
    1                        A bill to be entitled                      
    2         An act relating to limited liability companies;
    3         amending s. 605.0103, F.S.; specifying that persons
    4         who are not members of a limited liability company are
    5         not deemed to have notice of a provision of the
    6         company’s articles of organization which limits a
    7         person’s authority to transfer real property held in
    8         the company’s name unless such limitation appears in
    9         an affidavit, certificate, or other instrument that is
   10         recorded in a specified manner; amending s. 605.0105,
   11         F.S.; removing the prohibition that an operating
   12         agreement may not vary the power of a person to
   13         dissociate; clarifying that an operating agreement is
   14         prohibited from providing indemnification for a member
   15         or manager in certain circumstances; authorizing an
   16         operating agreement to alter or eliminate any other
   17         fiduciary duty; amending s. 605.0111, F.S.; providing
   18         that the duties of the member, manager, or other
   19         person may be restricted, expanded, or eliminated in
   20         certain circumstances; amending s. 605.04073, F.S.;
   21         requiring certain conditions for members of a limited
   22         liability company, without a meeting, to take certain
   23         actions requiring the vote or consent of the members;
   24         amending s. 605.04091, F.S.; providing that the duty
   25         of loyalty includes, but is not limited to, specified
   26         actions; revising the duty of care in the conduct or
   27         winding up of the company’s activities and affairs;
   28         amending s. 605.0410, F.S.; requiring a limited
   29         liability company to provide a record of certain
   30         information within a specified period to a member who
   31         makes a demand; amending s. 605.0602, F.S.; revising
   32         the events that cause a person to be dissociated as a
   33         member; amending s. 605.0715, F.S.; revising which
   34         materials and information a specified limited
   35         liability company must submit to the Department of
   36         State as part of an application for reinstatement
   37         after administrative dissolution; amending s.
   38         605.0909, F.S.; revising which materials and
   39         information a specified limited liability company must
   40         submit to the Department of State as part of an
   41         application for reinstatement after revocation of
   42         certificate of authority; amending s. 605.1072, F.S.;
   43         deleting a provision providing an exception to the
   44         limitation of remedies for appraisal events under
   45         specified circumstances; amending s. 605.1108, F.S.;
   46         deleting a provision requiring that, for a limited
   47         liability company formed before a specified date,
   48         certain language in the company’s articles of
   49         organization operates as if it were in the operating
   50         agreement; repealing chapter 608, F.S., relating to
   51         the Florida Limited Liability Company Act; amending
   52         ss. 15.16, 48.062, 213.758, 220.02, 220.03, 220.13,
   53         310.181, 440.02, 605.0401, 605.04074, 605.04091,
   54         606.06, 607.1108, 607.1109, 607.11101, 621.12,
   55         636.204, 655.0201, 658.2953, 694.16, and 1002.395,
   56         F.S.; conforming provisions to the repeal of the
   57         Florida Limited Liability Company Act; providing
   58         retroactive applicability; amending ss. 605.0102,
   59         605.0712, 605.0717, and 605.0805, F.S.; revising a
   60         definition; conforming cross-references; providing
   61         effective dates.
   62          
   63  Be It Enacted by the Legislature of the State of Florida:
   64  
   65         Section 1. Paragraph (b) of subsection (4) of section
   66  605.0103, Florida Statutes, is amended to read:
   67         605.0103 Knowledge; notice.—
   68         (4) A person who is not a member is deemed to:
   69         (b) Have notice of a limited liability company’s:
   70         1. Dissolution, 90 days after the articles of dissolution
   71  filed under s. 605.0707 become effective;
   72         2. Termination, 90 days after a statement of termination
   73  filed under s. 605.0709(7) becomes effective;
   74         3. Participation in a merger, interest exchange,
   75  conversion, or domestication, 90 days after the articles of
   76  merger, articles of interest exchange, articles of conversion,
   77  or articles of domestication under s. 605.1025, s. 605.1035, s.
   78  605.1045, or s. 605.1055, respectively, become effective;
   79         4. Declaration in its articles of organization that it is
   80  manager-managed in accordance with s. 605.0201(3)(a); however,
   81  if such a declaration has been added or changed by an amendment
   82  or amendment and restatement of the articles of organization,
   83  notice of the addition or change may not become effective until
   84  90 days after the effective date of such amendment or amendment
   85  and restatement; and
   86         5. Grant of authority to or limitation imposed on the
   87  authority of a person holding a position or having a specified
   88  status in a company, or grant of authority to or limitation
   89  imposed on the authority of a specific person, if the grant of
   90  authority or limitation imposed on the authority is described in
   91  the articles of organization in accordance with s.
   92  605.0201(3)(d); however, if that description has been added or
   93  changed by an amendment or an amendment and restatement of the
   94  articles of organization, notice of the addition or change may
   95  not become effective until 90 days after the effective date of
   96  such amendment or amendment and restatement. A provision of the
   97  articles of organization that limits the authority of a person
   98  to transfer real property held in the name of the limited
   99  liability company is not notice of such limitation to a person
  100  who is not a member or manager of the company, unless such
  101  limitation appears in an affidavit, certificate, or other
  102  instrument that bears the name of the limited liability company
  103  and is recorded in the office for recording transfers of such
  104  real property.
  105         Section 2. Paragraphs (i) and (q) of subsection (3) and
  106  paragraph (c) of subsection (4) of section 605.0105, Florida
  107  Statutes, are amended to read:
  108         605.0105 Operating agreement; scope, function, and
  109  limitations.—
  110         (3) An operating agreement may not do any of the following:
  111         (i) Vary the power of a person to dissociate under s.
  112  605.0601, except to require that the notice under s. 605.0602(1)
  113  be in a record.
  114         (p)(q) Provide for indemnification for a member or manager
  115  under s. 605.0408 for any of the following:
  116         1. Conduct involving bad faith, willful or intentional
  117  misconduct, or a knowing violation of law.
  118         2. A transaction from which the member or manager derived
  119  an improper personal benefit.
  120         3. A circumstance under which the liability provisions of
  121  s. 605.0406 are applicable.
  122         4. A breach of duties or obligations under s. 605.04091,
  123  taking into account a restriction, an expansion, or an
  124  elimination variation of such duties and obligations provided
  125  for in the operating agreement to the extent allowed by
  126  subsection (4).
  127         (4) Subject to paragraph (3)(g), without limiting other
  128  terms that may be included in an operating agreement, the
  129  following rules apply:
  130         (c) If not manifestly unreasonable, the operating agreement
  131  may:
  132         1. Alter or eliminate the aspects of the duty of loyalty
  133  under s. 605.04091(2);
  134         2. Identify specific types or categories of activities that
  135  do not violate the duty of loyalty; and
  136         3. Alter the duty of care, but may not authorize willful or
  137  intentional misconduct or a knowing violation of law; and
  138         4. Alter or eliminate any other fiduciary duty.
  139         Section 3. Section 605.0111, Florida Statutes, is amended
  140  to read:
  141         605.0111 Rules of construction and supplemental principles
  142  of law.—
  143         (1) It is the intent of this chapter to give the maximum
  144  effect to the principle of freedom of contract and to the
  145  enforceability of operating agreements, including the purposes
  146  of ss. 605.0105-605.0107.
  147         (2) To the extent that, at law or in equity, a member,
  148  manager, or other person has duties, including fiduciary duties,
  149  to a limited liability company or to another member or manager
  150  or to another person that is a party to or is otherwise bound by
  151  an operating agreement, the duties of the member, manager, or
  152  other person may be restricted, expanded, or eliminated,
  153  including in the determination of applicable duties and
  154  obligations under this chapter, by the operating agreement, to
  155  the extent allowed by s. 605.0105.
  156         (3) Unless displaced by particular provisions of this
  157  chapter, the principles of law and equity, including the common
  158  law principles relating to the fiduciary duties of loyalty and
  159  care, supplement this chapter.
  160         Section 4. Subsection (4) of section 605.04073, Florida
  161  Statutes, is amended to read:
  162         605.04073 Voting rights of members and managers.—
  163         (4) An action requiring the vote or consent of members
  164  under this chapter may be taken without a meeting if the action
  165  is approved in a record by members with at least the minimum
  166  number of votes that would be necessary to authorize or take the
  167  action at a meeting of the members., and A member may appoint a
  168  proxy or other agent to vote or consent for the member by
  169  signing an appointing record, personally or by the member’s
  170  agent. On an action taken by fewer than all of the members
  171  without a meeting, notice of the action must be given to those
  172  members who did not consent in writing to the action or who were
  173  not entitled to vote on the action within 10 days after the
  174  action was taken.
  175         Section 5. Subsections (2) and (3) of section 605.04091,
  176  Florida Statutes, are amended to read:
  177         605.04091 Standards of conduct for members and managers.—
  178         (2) The duty of loyalty includes is limited to:
  179         (a) Accounting to the limited liability company and holding
  180  as trustee for it any property, profit, or benefit derived by
  181  the manager or member, as applicable:
  182         1. In the conduct or winding up of the company’s activities
  183  and affairs;
  184         2. From the use by the member or manager of the company’s
  185  property; or
  186         3. From the appropriation of a company opportunity;
  187         (b) Refraining from dealing with the company in the conduct
  188  or winding up of the company’s activities and affairs as, or on
  189  behalf of, a person having an interest adverse to the company,
  190  except to the extent that a transaction satisfies the
  191  requirements of this section; and
  192         (c) Refraining from competing with the company in the
  193  conduct of the company’s activities and affairs before the
  194  dissolution of the company.
  195         (3) The duty of care in the conduct or winding up of the
  196  company’s activities and affairs is limited to refrain
  197  refraining from engaging in grossly negligent or reckless
  198  conduct, willful or intentional misconduct, or a knowing
  199  violation of law.
  200         Section 6. Subsection (2), paragraph (a) of subsection (3),
  201  and subsection (4) of section 605.0410, Florida Statutes, are
  202  amended to read:
  203         605.0410 Records to be kept; rights of member, manager, and
  204  person dissociated to information.—
  205         (2) In a member-managed limited liability company, the
  206  following rules apply:
  207         (a) Upon reasonable notice, a member may inspect and copy
  208  during regular business hours, at a reasonable location
  209  specified by the company:
  210         1. The records described in subsection (1); and
  211         2. Each other record maintained by the company regarding
  212  the company’s activities, affairs, financial condition, and
  213  other circumstances, to the extent the information is material
  214  to the member’s rights and duties under the operating agreement
  215  or this chapter.
  216         (b) The company shall furnish to each member:
  217         1. Without demand, any information concerning the company’s
  218  activities, affairs, financial condition, and other
  219  circumstances that the company knows and is material to the
  220  proper exercise of the member’s rights and duties under the
  221  operating agreement or this chapter, except to the extent the
  222  company can establish that it reasonably believes the member
  223  already knows the information; and
  224         2. On demand, other information concerning the company’s
  225  activities, affairs, financial condition, and other
  226  circumstances, except to the extent the demand or information
  227  demanded is unreasonable or otherwise improper under the
  228  circumstances.
  229         (c) Within 10 days after receiving a demand pursuant to
  230  subparagraph (b)2., the company shall provide to the member who
  231  made the demand a record of:
  232         1. The information that the company will provide in
  233  response to the demand and when and where the company will
  234  provide such information.
  235         2. For any demanded information that the company is not
  236  providing, the reasons that the company will not provide the
  237  information.
  238         (d)(c) The duty to furnish information under this
  239  subsection also applies to each member to the extent the member
  240  knows any of the information described in this subsection.
  241         (3) In a manager-managed limited liability company, the
  242  following rules apply:
  243         (a) The informational rights stated in subsection (2) and
  244  the duty stated in paragraph (2)(d) (2)(c) apply to the managers
  245  and not to the members.
  246         (4) Subject to subsection (10) (9), on 10 days’ demand made
  247  in a record received by a limited liability company, a person
  248  dissociated as a member may have access to information to which
  249  the person was entitled while a member if:
  250         (a) The information pertains to the period during which the
  251  person was a member;
  252         (b) The person seeks the information in good faith; and
  253         (c) The person satisfies the requirements imposed on a
  254  member by paragraph (3)(b).
  255         Section 7. Subsection (6) of section 605.0602, Florida
  256  Statutes, is amended to read:
  257         605.0602 Events causing dissociation.—A person is
  258  dissociated as a member if any of the following occur:
  259         (6) On application by the company or a member in a direct
  260  action under s. 605.0801, the person is expelled as a member by
  261  judicial order because the person:
  262         (a) Has engaged or is engaging in wrongful conduct that has
  263  affected adversely and materially, or will affect adversely and
  264  materially, the company’s activities and affairs;
  265         (b) Has committed willfully or persistently, or is
  266  committing willfully or and persistently, a material breach of
  267  the operating agreement or a duty or obligation under s.
  268  605.04091; or
  269         (c) Has engaged or is engaging in conduct relating to the
  270  company’s activities and affairs which makes it not reasonably
  271  practicable to carry on the activities and affairs with the
  272  person as a member.
  273         Section 8. Section 605.0715, Florida Statutes, is amended
  274  to read:
  275         605.0715 Reinstatement.—
  276         (1) A limited liability company that is administratively
  277  dissolved under s. 605.0714 or former s. 608.4481 may apply to
  278  the department for reinstatement at any time after the effective
  279  date of dissolution. The company must submit a form of
  280  application for reinstatement prescribed and furnished by the
  281  department and provide all of the information required by the
  282  department, together with all fees and penalties then owed by
  283  the company at the rates provided by law at the time the company
  284  applies for reinstatement together with an application for
  285  reinstatement prescribed and furnished by the department, which
  286  is signed by both the registered agent and an authorized
  287  representative of the company and states:
  288         (a) The name of the limited liability company.
  289         (b) The street address of the company’s principal office
  290  and mailing address.
  291         (c) The date of the company’s organization.
  292         (d) The company’s federal employer identification number
  293  or, if none, whether one has been applied for.
  294         (e) The name, title or capacity, and address of at least
  295  one person who has authority to manage the company.
  296         (f) Additional information that is necessary or appropriate
  297  to enable the department to carry out this chapter.
  298         (2) In lieu of the requirement to file an application for
  299  reinstatement as described in subsection (1), an
  300  administratively dissolved limited liability company may submit
  301  all fees and penalties owed by the company at the rates provided
  302  by law at the time the company applies for reinstatement,
  303  together with a current annual report, signed by both the
  304  registered agent and an authorized representative of the
  305  company, which contains the information described in subsection
  306  (1).
  307         (3)(2) If the department determines that an application for
  308  reinstatement contains the information required under subsection
  309  (1) or subsection (2) and that the information is correct, upon
  310  payment of all required fees and penalties, the department shall
  311  reinstate the limited liability company.
  312         (4)(3) When reinstatement under this section becomes
  313  effective:
  314         (a) The reinstatement relates back to and takes effect as
  315  of the effective date of the administrative dissolution.
  316         (b) The limited liability company may resume its activities
  317  and affairs as if the administrative dissolution had not
  318  occurred.
  319         (c) The rights of a person arising out of an act or
  320  omission in reliance on the dissolution before the person knew
  321  or had notice of the reinstatement are not affected.
  322         (5)(4) The name of the dissolved limited liability company
  323  is not available for assumption or use by another business
  324  entity until 1 year after the effective date of dissolution
  325  unless the dissolved limited liability company provides the
  326  department with a record executed as required pursuant to s.
  327  605.0203 permitting the immediate assumption or use of the name
  328  by another limited liability company.
  329         Section 9. Section 605.0909, Florida Statutes, is amended
  330  to read:
  331         605.0909 Reinstatement following revocation of certificate
  332  of authority.—
  333         (1) A foreign limited liability company whose certificate
  334  of authority has been revoked may apply to the department for
  335  reinstatement at any time after the effective date of the
  336  revocation. The foreign limited liability company applying for
  337  reinstatement must submit provide information in a form
  338  prescribed and furnished by the department and pay all fees and
  339  penalties then owed by the foreign limited liability company at
  340  rates provided by law at the time the foreign limited liability
  341  company applies for reinstatement together with an application
  342  for reinstatement prescribed and furnished by the department,
  343  which is signed by both the registered agent and an authorized
  344  representative of the company and states:
  345         (a) The name under which the foreign limited liability
  346  company is registered to transact business in this state.
  347         (b) The street address of the company’s principal office
  348  and its mailing address.
  349         (c) The jurisdiction of the company’s formation and the
  350  date on which it became qualified to transact business in this
  351  state.
  352         (d) The company’s federal employer identification number
  353  or, if none, whether one has been applied for.
  354         (e) The name, title or capacity, and address of at least
  355  one person who has authority to manage the company.
  356         (f) Additional information that is necessary or appropriate
  357  to enable the department to carry out this chapter.
  358         (2) In lieu of the requirement to file an application for
  359  reinstatement as described in subsection (1), a foreign limited
  360  liability company whose certificate of authority has been
  361  revoked may submit all fees and penalties owed by the company at
  362  the rates provided by law at the time the company applies for
  363  reinstatement, together with a current annual report, signed by
  364  both the registered agent and an authorized representative of
  365  the company, which contains the information described in
  366  subsection (1).
  367         (3)(2) If the department determines that an application for
  368  reinstatement contains the information required under subsection
  369  (1) or subsection (2) and that the information is correct, upon
  370  payment of all required fees and penalties, the department shall
  371  reinstate the foreign limited liability company’s certificate of
  372  authority.
  373         (4)(3) When a reinstatement becomes effective, it relates
  374  back to and takes effect as of the effective date of the
  375  revocation of authority and the foreign limited liability
  376  company may resume its activities in this state as if the
  377  revocation of authority had not occurred.
  378         (5)(4) The name of the foreign limited liability company
  379  whose certificate of authority has been revoked is not available
  380  for assumption or use by another business entity until 1 year
  381  after the effective date of revocation of authority unless the
  382  limited liability company provides the department with a record
  383  executed pursuant to s. 605.0203 which authorizes the immediate
  384  assumption or use of its name by another limited liability
  385  company.
  386         (6)(5) If the name of the foreign limited liability company
  387  applying for reinstatement has been lawfully assumed in this
  388  state by another business entity, the department shall require
  389  the foreign limited liability company to comply with s. 605.0906
  390  before accepting its application for reinstatement.
  391         Section 10. Subsection (2) of section 605.1072, Florida
  392  Statutes, is amended to read:
  393         605.1072 Other remedies limited.—
  394         (2) Subsection (1) does not apply to an appraisal event
  395  that:
  396         (a) Was not authorized and approved in accordance with the
  397  applicable provisions of this chapter, the organic rules of the
  398  limited liability company, or the resolutions of the members
  399  authorizing the appraisal event; or
  400         (b) Was procured as a result of fraud, a material
  401  misrepresentation, or an omission of a material fact that is
  402  necessary to make statements made, in light of the circumstances
  403  in which they were made, not misleading.; or
  404         (c) Is an interested transaction, unless it has been
  405  approved in the same manner as is provided in s. 605.04092 or is
  406  fair to the limited liability company as defined in s.
  407  605.04092(1)(c).
  408         Section 11. Subsection (3) of section 605.1108, Florida
  409  Statutes, is amended to read:
  410         605.1108 Application to limited liability company formed
  411  under the Florida Limited Liability Company Act.—
  412         (3) For the purpose of applying this chapter to a limited
  413  liability company formed before January 1, 2014, under the
  414  Florida Limited Liability Company Act, former ss. 608.401
  415  608.705,:
  416         (a) the company’s articles of organization are deemed to be
  417  the company’s articles of organization under this chapter; and
  418         (b) For the purpose of applying s. 605.0102(39), the
  419  language in the company’s articles of organization designating
  420  the company’s management structure operates as if that language
  421  were in the operating agreement.
  422         Section 12. Effective upon this act becoming a law, chapter
  423  608, Florida Statutes, consisting of sections 608.401, 608.402,
  424  608.403, 608.404, 608.405, 608.406, 608.407, 608.408, 608.4081,
  425  608.4082, 608.409, 608.4101, 608.411, 608.4115, 608.415,
  426  608.416, 608.4211, 608.422, 608.4225, 608.4226, 608.4227,
  427  608.4228, 608.4229, 608.423, 608.4231, 608.4232, 608.4235,
  428  608.4236, 608.4237, 608.4238, 608.425, 608.426, 608.4261,
  429  608.427, 608.428, 608.431, 608.432, 608.433, 608.434, 608.4351,
  430  608.4352, 608.4353, 608.4354, 608.4355, 608.4356, 608.4357,
  431  608.43575, 608.4358, 608.43585, 608.4359, 608.43595, 608.438,
  432  608.4381, 608.4382, 608.4383, 608.439, 608.4401, 608.4402,
  433  608.4403, 608.4404, 608.441, 608.4411, 608.4421, 608.4431,
  434  608.444, 608.445, 608.446, 608.447, 608.448, 608.4481, 608.4482,
  435  608.4483, 608.449, 608.4491, 608.4492, 608.4493, 608.4511,
  436  608.452, 608.455, 608.461, 608.462, 608.463, 608.471, 608.501,
  437  608.502, 608.503, 608.504, 608.505, 608.506, 608.507, 608.508,
  438  608.509, 608.5101, 608.511, 608.512, 608.513, 608.5135, 608.514,
  439  608.601, 608.701, 608.702, 608.703, 608.704, and 608.705, is
  440  repealed.
  441         Section 13. Effective upon this act becoming a law and
  442  operating retroactively to January 1, 2015, subsection (3) of
  443  section 15.16, Florida Statutes, is amended to read:
  444         15.16 Reproduction of records; admissibility in evidence;
  445  electronic receipt and transmission of records; certification;
  446  acknowledgment.—
  447         (3) The Department of State may cause to be received
  448  electronically any records that are required to be filed with it
  449  pursuant to chapter 55, chapter 117, chapter 118, chapter 495,
  450  chapter 605, chapter 606, chapter 607, chapter 608, chapter 610,
  451  chapter 617, chapter 620, chapter 621, chapter 679, chapter 713,
  452  or chapter 865, through facsimile or other electronic transfers,
  453  for the purpose of filing such records. The originals of all
  454  such electronically transmitted records must be executed in the
  455  manner provided in paragraph (5)(b). The receipt of such
  456  electronic transfer constitutes delivery to the department as
  457  required by law. The department may use electronic transmissions
  458  for purposes of notice in the administration of chapters 55,
  459  117, 118, 495, 605, 606, 607, 608, 610, 617, 620, 621, 679, and
  460  713 and s. 865.09. The Department of State may collect e-mail
  461  addresses for purposes of notice and communication in the
  462  performance of its duties and may require filers and registrants
  463  to furnish such e-mail addresses when presenting documents for
  464  filing.
  465         Section 14. Effective upon this act becoming a law and
  466  operating retroactively to January 1, 2015, subsections (1) and
  467  (2) of section 48.062, Florida Statutes, are amended to read:
  468         48.062 Service on a limited liability company.—
  469         (1) Process against a limited liability company, domestic
  470  or foreign, may be served on the registered agent designated by
  471  the limited liability company under chapter 605 or chapter 608.
  472  A person attempting to serve process pursuant to this subsection
  473  may serve the process on any employee of the registered agent
  474  during the first attempt at service even if the registered agent
  475  is a natural person and is temporarily absent from his or her
  476  office.
  477         (2) If service cannot be made on a registered agent of the
  478  limited liability company because of failure to comply with
  479  chapter 605 or chapter 608 or because the limited liability
  480  company does not have a registered agent, or if its registered
  481  agent cannot with reasonable diligence be served, process
  482  against the limited liability company, domestic or foreign, may
  483  be served:
  484         (a) On a member of a member-managed limited liability
  485  company;
  486         (b) On a manager of a manager-managed limited liability
  487  company; or
  488         (c) If a member or manager is not available during regular
  489  business hours to accept service on behalf of the limited
  490  liability company, he, she, or it may designate an employee of
  491  the limited liability company to accept such service. After one
  492  attempt to serve a member, manager, or designated employee has
  493  been made, process may be served on the person in charge of the
  494  limited liability company during regular business hours.
  495         Section 15. Effective upon this act becoming a law and
  496  operating retroactively to January 1, 2015, paragraph (c) of
  497  subsection (1) of section 213.758, Florida Statutes, is amended
  498  to read:
  499         213.758 Transfer of tax liabilities.—
  500         (1) As used in this section, the term:
  501         (c) “Insider” means:
  502         1. Any person included within the meaning of insider as
  503  used in s. 726.102; or
  504         2. A manager of, a managing member of, or a person who
  505  controls a transferor that is, a limited liability company, or a
  506  relative as defined in s. 726.102 of any such persons.
  507         Section 16. Effective upon this act becoming a law and
  508  operating retroactively to January 1, 2015, subsection (1) of
  509  section 220.02, Florida Statutes, is amended to read:
  510         220.02 Legislative intent.—
  511         (1) It is the intent of the Legislature in enacting this
  512  code to impose a tax upon all corporations, organizations,
  513  associations, and other artificial entities which derive from
  514  this state or from any other jurisdiction permanent and inherent
  515  attributes not inherent in or available to natural persons, such
  516  as perpetual life, transferable ownership represented by shares
  517  or certificates, and limited liability for all owners. It is
  518  intended that any limited liability company that is classified
  519  as a partnership for federal income tax purposes and is defined
  520  in and organized pursuant to formed under chapter 605 608 or
  521  qualified to do business in this state as a foreign limited
  522  liability company not be subject to the tax imposed by this
  523  code. It is the intent of the Legislature to subject such
  524  corporations and other entities to taxation hereunder for the
  525  privilege of conducting business, deriving income, or existing
  526  within this state. This code is not intended to tax, and shall
  527  not be construed so as to tax, any natural person who engages in
  528  a trade, business, or profession in this state under his or her
  529  own or any fictitious name, whether individually as a
  530  proprietorship or in partnership with others, or as a member or
  531  a manager of a limited liability company classified as a
  532  partnership for federal income tax purposes; any estate of a
  533  decedent or incompetent; or any testamentary trust. However, a
  534  corporation or other taxable entity which is or which becomes
  535  partners with one or more natural persons shall not, merely by
  536  reason of being a partner, exclude from its net income subject
  537  to tax its respective share of partnership net income. This
  538  statement of intent shall be given preeminent consideration in
  539  any construction or interpretation of this code in order to
  540  avoid any conflict between this code and the mandate in s. 5,
  541  Art. VII of the State Constitution that no income tax be levied
  542  upon natural persons who are residents and citizens of this
  543  state.
  544         Section 17. Effective upon this act becoming a law and
  545  operating retroactively to January 1, 2015, paragraph (e) of
  546  subsection (1) of section 220.03, Florida Statutes, is amended
  547  to read:
  548         220.03 Definitions.—
  549         (1) SPECIFIC TERMS.—When used in this code, and when not
  550  otherwise distinctly expressed or manifestly incompatible with
  551  the intent thereof, the following terms shall have the following
  552  meanings:
  553         (e) “Corporation” includes all domestic corporations;
  554  foreign corporations qualified to do business in this state or
  555  actually doing business in this state; joint-stock companies;
  556  limited liability companies, under chapter 605 608; common-law
  557  declarations of trust, under chapter 609; corporations not for
  558  profit, under chapter 617; agricultural cooperative marketing
  559  associations, under chapter 618; professional service
  560  corporations, under chapter 621; foreign unincorporated
  561  associations, under chapter 622; private school corporations,
  562  under chapter 623; foreign corporations not for profit which are
  563  carrying on their activities in this state; and all other
  564  organizations, associations, legal entities, and artificial
  565  persons which are created by or pursuant to the statutes of this
  566  state, the United States, or any other state, territory,
  567  possession, or jurisdiction. The term “corporation” does not
  568  include proprietorships, even if using a fictitious name;
  569  partnerships of any type, as such; limited liability companies
  570  that are taxable as partnerships for federal income tax
  571  purposes; state or public fairs or expositions, under chapter
  572  616; estates of decedents or incompetents; testamentary trusts;
  573  or private trusts.
  574         Section 18. Effective upon this act becoming a law and
  575  operating retroactively to January 1, 2015, paragraph (j) of
  576  subsection (2) of section 220.13, Florida Statutes, is amended
  577  to read:
  578         220.13 “Adjusted federal income” defined.—
  579         (2) For purposes of this section, a taxpayer’s taxable
  580  income for the taxable year means taxable income as defined in
  581  s. 63 of the Internal Revenue Code and properly reportable for
  582  federal income tax purposes for the taxable year, but subject to
  583  the limitations set forth in paragraph (1)(b) with respect to
  584  the deductions provided by ss. 172 (relating to net operating
  585  losses), 170(d)(2) (relating to excess charitable
  586  contributions), 404(a)(1)(D) (relating to excess pension trust
  587  contributions), 404(a)(3)(A) and (B) (to the extent relating to
  588  excess stock bonus and profit-sharing trust contributions), and
  589  1212 (relating to capital losses) of the Internal Revenue Code,
  590  except that, subject to the same limitations, the term:
  591         (j) “Taxable income,” in the case of a limited liability
  592  company, other than a limited liability company classified as a
  593  partnership for federal income tax purposes, as defined in and
  594  organized pursuant to chapter 605 608 or qualified to do
  595  business in this state as a foreign limited liability company or
  596  other than a similar limited liability company classified as a
  597  partnership for federal income tax purposes and created as an
  598  artificial entity pursuant to the statutes of the United States
  599  or any other state, territory, possession, or jurisdiction, if
  600  such limited liability company or similar entity is taxable as a
  601  corporation for federal income tax purposes, means taxable
  602  income determined as if such limited liability company were
  603  required to file or had filed a federal corporate income tax
  604  return under the Internal Revenue Code;
  605         Section 19. Effective upon this act becoming a law and
  606  operating retroactively to January 1, 2015, section 310.181,
  607  Florida Statutes, is amended to read:
  608         310.181 Corporate powers.—All the rights, powers, and
  609  liabilities conferred or imposed by the laws of Florida relating
  610  to corporations for profit organized under part I of chapter 607
  611  or under former chapter 608 before January 1, 1976, or to
  612  corporations organized under chapter 621 apply to corporations
  613  organized pursuant to s. 310.171.
  614         Section 20. Effective upon this act becoming a law and
  615  operating retroactively to January 1, 2015, subsection (9) of
  616  section 440.02, Florida Statutes, is amended to read:
  617         440.02 Definitions.—When used in this chapter, unless the
  618  context clearly requires otherwise, the following terms shall
  619  have the following meanings:
  620         (9) “Corporate officer” or “officer of a corporation” means
  621  any person who fills an office provided for in the corporate
  622  charter or articles of incorporation filed with the Division of
  623  Corporations of the Department of State or as authorized or
  624  required under part I of chapter 607. The term “officer of a
  625  corporation” includes a member owning at least 10 percent of a
  626  limited liability company as defined in and organized pursuant
  627  to created and approved under chapter 605 608.
  628         Section 21. Subsection (37) of section 605.0102, Florida
  629  Statutes, is amended to read:
  630         605.0102 Definitions.—As used in this chapter, the term:
  631         (37) “Majority-in-interest” means those members who hold
  632  more than 50 percent of the then-current percentage or other
  633  interest in the profits of the limited liability company owned
  634  by all of its members and who have the right to vote; however,
  635  as used in ss. 605.1001-605.1072, the term means:
  636         (a) In the case of a limited liability company with only
  637  one class or series of members, the holders of more than 50
  638  percent of the then-current percentage or other interest in the
  639  profits of the company owned by all of its members who have the
  640  right to approve the a merger, interest exchange, or conversion,
  641  as applicable, under the organic law or the organic rules of the
  642  company; and
  643         (b) In the case of a limited liability company having more
  644  than one class or series of members, the holders in each class
  645  or series of more than 50 percent of the then-current percentage
  646  or other interest in the profits of the company owned by all of
  647  the members of that class or series who have the right to
  648  approve the a merger, interest exchange, or conversion, as
  649  applicable, under the organic law or the organic rules of the
  650  company, unless the company’s organic rules provide for the
  651  approval of the transaction in a different manner.
  652         Section 22. Effective upon this act becoming a law and
  653  operating retroactively to January 1, 2015, subsection (3) of
  654  section 605.0401, Florida Statutes, is amended to read:
  655         605.0401 Becoming a member.—
  656         (3) After formation of a limited liability company, a
  657  person becomes a member:
  658         (a) As provided in the operating agreement;
  659         (b) As the result of a merger, interest exchange,
  660  conversion, or domestication under ss. 605.1001-605.1072, as
  661  applicable;
  662         (c) With the consent of all the members; or
  663         (d) As provided in s. 605.0701(3).
  664         Section 23. Effective upon this act becoming a law and
  665  operating retroactively to January 1, 2015, paragraph (a) of
  666  subsection (1) of section 605.04074, Florida Statutes, is
  667  amended to read:
  668         605.04074 Agency rights of members and managers.—
  669         (1) In a member-managed limited liability company, the
  670  following rules apply:
  671         (a) Except as provided in subsection (3), each member is an
  672  agent of the limited liability company for the purpose of its
  673  activities and affairs, and. an act of a member, including
  674  signing an agreement or instrument of transfer in the name of
  675  the company for apparently carrying on in the ordinary course of
  676  the company’s activities and affairs or activities and affairs
  677  of the kind carried on by the company, binds the company unless
  678  the member had no authority to act for the company in the
  679  particular matter and the person with whom the member was
  680  dealing knew or had notice that the member lacked authority.
  681         Section 24. Effective upon this act becoming a law and
  682  operating retroactively to January 1, 2015, paragraph (b) of
  683  subsection (2) of section 605.04091, Florida Statutes, is
  684  amended to read:
  685         605.04091 Standards of conduct for members and managers.—
  686         (2) The duty of loyalty is limited to:
  687         (b) Refraining from dealing with the company in the conduct
  688  or winding up of the company’s activities and affairs as, or on
  689  behalf of, a person having an interest adverse to the company,
  690  except to the extent that a transaction satisfies the
  691  requirements of s. 605.04092 this section; and
  692         Section 25. Subsection (3) of section 605.0712, Florida
  693  Statutes, is amended to read:
  694         605.0712 Other claims against a dissolved limited liability
  695  company.—
  696         (3) A claim that is not barred by this section, s.
  697  608.0711, or another statute limiting actions, may be enforced:
  698         (a) Against a dissolved limited liability company, to the
  699  extent of its undistributed assets; and
  700         (b) Except as otherwise provided in s. 605.0713, if assets
  701  of the limited liability company have been distributed after
  702  dissolution, against a member or transferee to the extent of
  703  that person’s proportionate share of the claim or of the
  704  company’s assets distributed to the member or transferee after
  705  dissolution, whichever is less, but a person’s total liability
  706  for all claims under this subsection may not exceed the total
  707  amount of assets distributed to the person after dissolution.
  708         Section 26. Subsection (2) of section 605.0717, Florida
  709  Statutes, is amended to read:
  710         605.0717 Effect of dissolution.—
  711         (2) Except as provided in s. 605.0715(5) 605.0715(4), the
  712  name of the dissolved limited liability company is not available
  713  for assumption or use by another business entity until 120 days
  714  after the effective date of dissolution or filing of a statement
  715  of termination, if earlier.
  716         Section 27. Subsection (2) of section 605.0805, Florida
  717  Statutes, is amended to read:
  718         605.0805 Proceeds and expenses.—
  719         (2) If a derivative action under s. 608.0802 is successful
  720  in whole or in part, the court may award the plaintiff
  721  reasonable expenses, including reasonable attorney fees and
  722  costs, from the recovery of the limited liability company.
  723         Section 28. Effective upon this act becoming a law and
  724  operating retroactively to January 1, 2015 subsection (2) of
  725  section 606.06, Florida Statutes, is amended to read:
  726         606.06 Uniform business report.—The department may use the
  727  uniform business report:
  728         (2) As a substitute for any annual report or renewal filing
  729  required by chapters 495, 605, 607, 608, 609, 617, 620, 621, and
  730  865.
  731         Section 29. Effective upon this act becoming a law and
  732  operating retroactively to January 1, 2015, paragraph (c) of
  733  subsection (2) of section 607.1108, Florida Statutes, is amended
  734  to read:
  735         607.1108 Merger of domestic corporation and other business
  736  entity.—
  737         (2) Pursuant to a plan of merger complying and approved in
  738  accordance with this section, one or more domestic corporations
  739  may merge with or into one or more other business entities
  740  formed, organized, or incorporated under the laws of this state
  741  or any other state, the United States, foreign country, or other
  742  foreign jurisdiction, if:
  743         (c) Each domestic limited liability company that is a party
  744  to the merger complies with the applicable provisions of chapter
  745  605 608.
  746         Section 30. Effective upon this act becoming a law and
  747  operating retroactively to January 1, 2015, paragraph (d) of
  748  subsection (1) of section 607.1109, Florida Statutes, is amended
  749  to read:
  750         607.1109 Articles of merger.—
  751         (1) After a plan of merger is approved by each domestic
  752  corporation and other business entity that is a party to the
  753  merger, the surviving entity shall deliver to the Department of
  754  State for filing articles of merger, which shall be executed by
  755  each domestic corporation as required by s. 607.0120 and by each
  756  other business entity as required by applicable law, and which
  757  shall set forth:
  758         (d) A statement that the plan of merger was approved by
  759  each domestic limited liability company that is a party to the
  760  merger in accordance with the applicable provisions of chapter
  761  605 608.
  762         Section 31. Effective upon this act becoming a law and
  763  operating retroactively to January 1, 2015, subsection (7) of
  764  section 607.11101, Florida Statutes, is amended to read:
  765         607.11101 Effect of merger of domestic corporation and
  766  other business entity.—When a merger becomes effective:
  767         (7) The shares, partnership interests, interests,
  768  obligations, or other securities, and the rights to acquire
  769  shares, partnership interests, interests, obligations, or other
  770  securities, of each domestic corporation and other business
  771  entity that is a party to the merger shall be converted into
  772  shares, partnership interests, interests, obligations, or other
  773  securities, or rights to such securities, of the surviving
  774  entity or any other domestic corporation or other business
  775  entity or, in whole or in part, into cash or other property as
  776  provided in the plan of merger, and the former holders of
  777  shares, partnership interests, interests, obligations, or other
  778  securities, or rights to such securities, shall be entitled only
  779  to the rights provided in the plan of merger and to their
  780  appraisal rights, if any, under s. 605.1006, ss. 605.1061
  781  605.1072, ss. 607.1301-607.1333, ss. 608.4351-608.43595, ss.
  782  620.2114-620.2124, or other applicable law.
  783         Section 32. Effective upon this act becoming a law and
  784  operating retroactively to January 1, 2015, paragraph (b) of
  785  subsection (2) of section 621.12, Florida Statutes, is amended
  786  to read:
  787         621.12 Identification with individual shareholders or
  788  individual members.—
  789         (2) The name shall also contain:
  790         (b)1. In the case of a professional corporation, the words
  791  “professional association” or the abbreviation “P.A.”; or
  792         2. In the case of a professional limited liability company
  793  formed before January 1, 2014, the words “professional limited
  794  company” or “professional limited liability company,” the
  795  abbreviation “P.L.” or “P.L.L.C.” or the designation “PL” or
  796  “PLLC,” in lieu of the words “limited company” or “limited
  797  liability company,” or the abbreviation “L.C.” or “L.L.C.” or
  798  the designation “LC” or “LLC” as otherwise required under s.
  799  605.0112 or former s. 608.406.
  800         3. In the case of a professional limited liability company
  801  formed on or after January 1, 2014, the words “professional
  802  limited liability company,” the abbreviation “P.L.L.C.” or the
  803  designation “PLLC,” in lieu of the words “limited liability
  804  company,” or the abbreviation “L.L.C.” or the designation “LLC”
  805  as otherwise required under s. 605.0112.
  806         Section 33. Effective upon this act becoming a law and
  807  operating retroactively to January 1, 2015, subsection (1) of
  808  section 636.204, Florida Statutes, is amended to read:
  809         636.204 License required.—
  810         (1) Before doing business in this state as a discount
  811  medical plan organization, an entity must be a corporation, a
  812  limited liability company, or a limited partnership,
  813  incorporated, organized, formed, or registered under the laws of
  814  this state or authorized to transact business in this state in
  815  accordance with chapter 605, part I of chapter 607, chapter 608,
  816  chapter 617, chapter 620, or chapter 865, and must be licensed
  817  by the office as a discount medical plan organization or be
  818  licensed by the office pursuant to chapter 624, part I of this
  819  chapter, or chapter 641.
  820         Section 34. Effective upon this act becoming a law and
  821  operating retroactively to January 1, 2015, subsection (1) of
  822  section 655.0201, Florida Statutes, is amended to read:
  823         655.0201 Service of process, notice, or demand on financial
  824  institutions.—
  825         (1) Process against any financial institution authorized by
  826  federal or state law to transact business in this state may be
  827  served in accordance with chapter 48, chapter 49, chapter 605,
  828  or part I of chapter 607, or chapter 608, as appropriate.
  829         Section 35. Effective upon this act becoming a law and
  830  operating retroactively to January 1, 2015, paragraph (c) of
  831  subsection (11) of section 658.2953, Florida Statutes, is
  832  amended to read:
  833         658.2953 Interstate branching.—
  834         (11) DE NOVO INTERSTATE BRANCHING BY STATE BANKS.—
  835         (c) An out-of-state bank may establish and maintain a de
  836  novo branch or acquire a branch in this state upon compliance
  837  with chapter 605 or part I of chapter 607 or chapter 608
  838  relating to doing business in this state as a foreign business
  839  entity, including maintaining a registered agent for service of
  840  process and other legal notice pursuant to s. 655.0201.
  841         Section 36. Effective upon this act becoming a law and
  842  operating retroactively to January 1, 2015, section 694.16,
  843  Florida Statutes, is amended to read:
  844         694.16 Conveyances by merger or conversion of business
  845  entities.—As to any merger or conversion of business entities
  846  prior to June 15, 2000, the title to all real estate, or any
  847  interest therein, owned by a business entity that was a party to
  848  a merger or a conversion is vested in the surviving entity
  849  without reversion or impairment, notwithstanding the requirement
  850  of a deed which was previously required by s. 607.11101, former
  851  s. 608.4383, former s. 620.204, former s. 620.8904, or former s.
  852  620.8906.
  853         Section 37. Effective upon this act becoming a law and
  854  operating retroactively to January 1, 2015, paragraph (f) of
  855  subsection (2) of section 1002.395, Florida Statutes, is amended
  856  to read:
  857         1002.395 Florida Tax Credit Scholarship Program.—
  858         (2) DEFINITIONS.—As used in this section, the term:
  859         (f) “Eligible nonprofit scholarship-funding organization”
  860  means a state university; or an independent college or
  861  university that is eligible to participate in the William L.
  862  Boyd, IV, Florida Resident Access Grant Program, located and
  863  chartered in this state, is not for profit, and is accredited by
  864  the Commission on Colleges of the Southern Association of
  865  Colleges and Schools; or is a charitable organization that:
  866         1. Is exempt from federal income tax pursuant to s.
  867  501(c)(3) of the Internal Revenue Code;
  868         2. Is a Florida entity formed under chapter 605, chapter
  869  607, chapter 608, or chapter 617 and whose principal office is
  870  located in the state; and
  871         3. Complies with subsections (6) and (16).
  872         Section 38. Except as otherwise expressly provided in this
  873  act and except for this section, which shall take effect upon
  874  this act becoming a law, this act shall take effect July 1,
  875  2015.

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