Bill Text: FL S0554 | 2015 | Regular Session | Comm Sub
NOTE: There are more recent revisions of this legislation. Read Latest Draft
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-Comm_Sub.html
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-Comm_Sub.html
Florida Senate - 2015 CS for CS for SB 554 By the Committees on Judiciary; and Commerce and Tourism; and Senator Simmons 590-02845-15 2015554c2 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; amending s. 605.04073, F.S.; requiring 14 certain conditions for members of a limited liability 15 company, without a meeting, to take certain actions 16 requiring the vote or consent of the members; amending 17 s. 605.0410, F.S.; requiring a limited liability 18 company to provide a record of certain information 19 within a specified period to a member who makes a 20 demand; amending s. 605.0715, F.S.; revising which 21 materials and information a specified limited 22 liability company must submit to the Department of 23 State as part of an application for reinstatement 24 after administrative dissolution; amending s. 25 605.0909, F.S.; revising which materials and 26 information a specified limited liability company must 27 submit to the Department of State as part of an 28 application for reinstatement after revocation of 29 certificate of authority; amending s. 605.1072, F.S.; 30 deleting a provision providing an exception to the 31 limitation of remedies for appraisal events under 32 specified circumstances; amending s. 605.1108, F.S.; 33 deleting a provision requiring that, for a limited 34 liability company formed before a specified date, 35 certain language in the company’s articles of 36 organization operates as if it were in the operating 37 agreement; repealing chapter 608, F.S., relating to 38 the Florida Limited Liability Company Act; amending 39 ss. 15.16, 48.062, 213.758, 220.02, 220.03, 220.13, 40 310.181, 440.02, 605.0401, 605.04074, 605.04091, 41 606.06, 607.1108, 607.1109, 607.11101, 621.12, 42 636.204, 655.0201, 658.2953, 694.16, and 1002.395, 43 F.S.; conforming provisions to the repeal of the 44 Florida Limited Liability Company Act; providing 45 retroactive applicability; amending ss. 605.0102, 46 605.0712, 605.0717, and 605.0805, F.S.; revising a 47 definition; conforming cross-references; providing 48 effective dates. 49 50 Be It Enacted by the Legislature of the State of Florida: 51 52 Section 1. Paragraph (b) of subsection (4) of section 53 605.0103, Florida Statutes, is amended to read: 54 605.0103 Knowledge; notice.— 55 (4) A person who is not a member is deemed to: 56 (b) Have notice of a limited liability company’s: 57 1. Dissolution, 90 days after the articles of dissolution 58 filed under s. 605.0707 become effective; 59 2. Termination, 90 days after a statement of termination 60 filed under s. 605.0709(7) becomes effective; 61 3. Participation in a merger, interest exchange, 62 conversion, or domestication, 90 days after the articles of 63 merger, articles of interest exchange, articles of conversion, 64 or articles of domestication under s. 605.1025, s. 605.1035, s. 65 605.1045, or s. 605.1055, respectively, become effective; 66 4. Declaration in its articles of organization that it is 67 manager-managed in accordance with s. 605.0201(3)(a); however, 68 if such a declaration has been added or changed by an amendment 69 or amendment and restatement of the articles of organization, 70 notice of the addition or change may not become effective until 71 90 days after the effective date of such amendment or amendment 72 and restatement; and 73 5. Grant of authority to or limitation imposed on the 74 authority of a person holding a position or having a specified 75 status in a company, or grant of authority to or limitation 76 imposed on the authority of a specific person, if the grant of 77 authority or limitation imposed on the authority is described in 78 the articles of organization in accordance with s. 79 605.0201(3)(d); however, if that description has been added or 80 changed by an amendment or an amendment and restatement of the 81 articles of organization, notice of the addition or change may 82 not become effective until 90 days after the effective date of 83 such amendment or amendment and restatement. A provision of the 84 articles of organization that limits the authority of a person 85 to transfer real property held in the name of the limited 86 liability company is not notice of such limitation to a person 87 who is not a member or manager of the company, unless such 88 limitation appears in an affidavit, certificate, or other 89 instrument that bears the name of the limited liability company 90 and is recorded in the office for recording transfers of such 91 real property. 92 Section 2. Paragraph (i) of subsection (3) of section 93 605.0105, Florida Statutes, is amended to read: 94 605.0105 Operating agreement; scope, function, and 95 limitations.— 96 (3) An operating agreement may not do any of the following: 97(i) Vary the power of a person to dissociate under s.98605.0601, except to require that the notice under s. 605.0602(1)99be in a record.100 Section 3. Subsection (4) of section 605.04073, Florida 101 Statutes, is amended to read: 102 605.04073 Voting rights of members and managers.— 103 (4) An action requiring the vote or consent of members 104 under this chapter may be taken without a meeting if the action 105 is approved in a record by members with at least the minimum 106 number of votes that would be necessary to authorize or take the 107 action at a meeting of the members., andA member may appoint a 108 proxy or other agent to vote or consent for the member by 109 signing an appointing record, personally or by the member’s 110 agent. On an action taken by fewer than all of the members 111 without a meeting, notice of the action must be given to those 112 members who did not consent in writing to the action or who were 113 not entitled to vote on the action within 10 days after the 114 action was taken. 115 Section 4. Subsection (2), paragraph (a) of subsection (3), 116 and subsection (4) of section 605.0410, Florida Statutes, are 117 amended to read: 118 605.0410 Records to be kept; rights of member, manager, and 119 person dissociated to information.— 120 (2) In a member-managed limited liability company, the 121 following rules apply: 122 (a) Upon reasonable notice, a member may inspect and copy 123 during regular business hours, at a reasonable location 124 specified by the company: 125 1. The records described in subsection (1); and 126 2. Each other record maintained by the company regarding 127 the company’s activities, affairs, financial condition, and 128 other circumstances, to the extent the information is material 129 to the member’s rights and duties under the operating agreement 130 or this chapter. 131 (b) The company shall furnish to each member: 132 1. Without demand, any information concerning the company’s 133 activities, affairs, financial condition, and other 134 circumstances that the company knows and is material to the 135 proper exercise of the member’s rights and duties under the 136 operating agreement or this chapter, except to the extent the 137 company can establish that it reasonably believes the member 138 already knows the information; and 139 2. On demand, other information concerning the company’s 140 activities, affairs, financial condition, and other 141 circumstances, except to the extent the demand or information 142 demanded is unreasonable or otherwise improper under the 143 circumstances. 144 (c) Within 10 days after receiving a demand pursuant to 145 subparagraph (b)2., the company shall provide to the member who 146 made the demand a record of: 147 1. The information that the company will provide in 148 response to the demand and when and where the company will 149 provide such information. 150 2. For any demanded information that the company is not 151 providing, the reasons that the company will not provide the 152 information. 153 (d)(c)The duty to furnish information under this 154 subsection also applies to each member to the extent the member 155 knows any of the information described in this subsection. 156 (3) In a manager-managed limited liability company, the 157 following rules apply: 158 (a) The informational rights stated in subsection (2) and 159 the duty stated in paragraph (2)(d)(2)(c)apply to the managers 160 and not to the members. 161 (4) Subject to subsection (10)(9), on 10 days’ demand made 162 in a record received by a limited liability company, a person 163 dissociated as a member may have access to information to which 164 the person was entitled while a member if: 165 (a) The information pertains to the period during which the 166 person was a member; 167 (b) The person seeks the information in good faith; and 168 (c) The person satisfies the requirements imposed on a 169 member by paragraph (3)(b). 170 Section 5. Section 605.0715, Florida Statutes, is amended 171 to read: 172 605.0715 Reinstatement.— 173 (1) A limited liability company that is administratively 174 dissolved under s. 605.0714 or former s. 608.4481 may apply to 175 the department for reinstatement at any time after the effective 176 date of dissolution. The company must submita form of177application for reinstatement prescribed and furnished by the178department and provide all of the information required by the179department, together withall fees and penalties then owed by 180 the company at the rates provided by law at the time the company 181 applies for reinstatement together with an application for 182 reinstatement prescribed and furnished by the department, which 183 is signed by both the registered agent and an authorized 184 representative of the company and states: 185 (a) The name of the limited liability company. 186 (b) The street address of the company’s principal office 187 and mailing address. 188 (c) The date of the company’s organization. 189 (d) The company’s federal employer identification number 190 or, if none, whether one has been applied for. 191 (e) The name, title or capacity, and address of at least 192 one person who has authority to manage the company. 193 (f) Additional information that is necessary or appropriate 194 to enable the department to carry out this chapter. 195 (2) In lieu of the requirement to file an application for 196 reinstatement as described in subsection (1), an 197 administratively dissolved limited liability company may submit 198 all fees and penalties owed by the company at the rates provided 199 by law at the time the company applies for reinstatement, 200 together with a current annual report, signed by both the 201 registered agent and an authorized representative of the 202 company, which contains the information described in subsection 203 (1). 204 (3)(2)If the department determines that an application for 205 reinstatement contains the information required under subsection 206 (1) or subsection (2) and that the information is correct, upon 207 payment of all required fees and penalties, the department shall 208 reinstate the limited liability company. 209 (4)(3)When reinstatement under this section becomes 210 effective: 211 (a) The reinstatement relates back to and takes effect as 212 of the effective date of the administrative dissolution. 213 (b) The limited liability company may resume its activities 214 and affairs as if the administrative dissolution had not 215 occurred. 216 (c) The rights of a person arising out of an act or 217 omission in reliance on the dissolution before the person knew 218 or had notice of the reinstatement are not affected. 219 (5)(4)The name of the dissolved limited liability company 220 is not available for assumption or use by another business 221 entity until 1 year after the effective date of dissolution 222 unless the dissolved limited liability company provides the 223 department with a record executed as required pursuant to s. 224 605.0203 permitting the immediate assumption or use of the name 225 by another limited liability company. 226 Section 6. Section 605.0909, Florida Statutes, is amended 227 to read: 228 605.0909 Reinstatement following revocation of certificate 229 of authority.— 230 (1) A foreign limited liability company whose certificate 231 of authority has been revoked may apply to the department for 232 reinstatement at any time after the effective date of the 233 revocation. The foreign limited liability company applying for 234 reinstatement must submitprovide information in a form235prescribed and furnished by the department and payall fees and 236 penalties then owed by the foreign limited liability company at 237 rates provided by law at the time the foreign limited liability 238 company applies for reinstatement together with an application 239 for reinstatement prescribed and furnished by the department, 240 which is signed by both the registered agent and an authorized 241 representative of the company and states: 242 (a) The name under which the foreign limited liability 243 company is registered to transact business in this state. 244 (b) The street address of the company’s principal office 245 and its mailing address. 246 (c) The jurisdiction of the company’s formation and the 247 date on which it became qualified to transact business in this 248 state. 249 (d) The company’s federal employer identification number 250 or, if none, whether one has been applied for. 251 (e) The name, title or capacity, and address of at least 252 one person who has authority to manage the company. 253 (f) Additional information that is necessary or appropriate 254 to enable the department to carry out this chapter. 255 (2) In lieu of the requirement to file an application for 256 reinstatement as described in subsection (1), a foreign limited 257 liability company whose certificate of authority has been 258 revoked may submit all fees and penalties owed by the company at 259 the rates provided by law at the time the company applies for 260 reinstatement, together with a current annual report, signed by 261 both the registered agent and an authorized representative of 262 the company, which contains the information described in 263 subsection (1). 264 (3)(2)If the department determines that an application for 265 reinstatement contains the information required under subsection 266 (1) or subsection (2) and that the information is correct, upon 267 payment of all required fees and penalties, the department shall 268 reinstate the foreign limited liability company’s certificate of 269 authority. 270 (4)(3)When a reinstatement becomes effective, it relates 271 back to and takes effect as of the effective date of the 272 revocation of authority and the foreign limited liability 273 company may resume its activities in this state as if the 274 revocation of authority had not occurred. 275 (5)(4)The name of the foreign limited liability company 276 whose certificate of authority has been revoked is not available 277 for assumption or use by another business entity until 1 year 278 after the effective date of revocation of authority unless the 279 limited liability company provides the department with a record 280 executed pursuant to s. 605.0203 which authorizes the immediate 281 assumption or use of its name by another limited liability 282 company. 283 (6)(5)If the name of the foreign limited liability company 284 applying for reinstatement has been lawfully assumed in this 285 state by another business entity, the department shall require 286 the foreign limited liability company to comply with s. 605.0906 287 before accepting its application for reinstatement. 288 Section 7. Paragraph (c) of subsection (2) of section 289 605.1072, Florida Statutes, is amended to read: 290 605.1072 Other remedies limited.— 291 (2) Subsection (1) does not apply to an appraisal event 292 that: 293(c) Is an interested transaction, unless it has been294approved in the same manner as is provided in s. 605.04092 or is295fair to the limited liability company as defined in s.296605.04092(1)(c).297 Section 8. Subsection (3) of section 605.1108, Florida 298 Statutes, is amended to read: 299 605.1108 Application to limited liability company formed 300 under the Florida Limited Liability Company Act.— 301 (3) For the purpose of applying this chapter to a limited 302 liability company formed before January 1, 2014, under the 303 Florida Limited Liability Company Act, former ss. 608.401 304 608.705,:305(a)the company’s articles of organization are deemed to be 306 the company’s articles of organization under this chapter; and307(b) For the purpose of applying s. 605.0102(39), the308language in the company’s articles of organization designating309the company’s management structure operates as if that language310were in the operating agreement. 311 Section 9. Effective upon this act becoming a law, chapter 312 608, Florida Statutes, consisting of sections 608.401, 608.402, 313 608.403, 608.404, 608.405, 608.406, 608.407, 608.408, 608.4081, 314 608.4082, 608.409, 608.4101, 608.411, 608.4115, 608.415, 315 608.416, 608.4211, 608.422, 608.4225, 608.4226, 608.4227, 316 608.4228, 608.4229, 608.423, 608.4231, 608.4232, 608.4235, 317 608.4236, 608.4237, 608.4238, 608.425, 608.426, 608.4261, 318 608.427, 608.428, 608.431, 608.432, 608.433, 608.434, 608.4351, 319 608.4352, 608.4353, 608.4354, 608.4355, 608.4356, 608.4357, 320 608.43575, 608.4358, 608.43585, 608.4359, 608.43595, 608.438, 321 608.4381, 608.4382, 608.4383, 608.439, 608.4401, 608.4402, 322 608.4403, 608.4404, 608.441, 608.4411, 608.4421, 608.4431, 323 608.444, 608.445, 608.446, 608.447, 608.448, 608.4481, 608.4482, 324 608.4483, 608.449, 608.4491, 608.4492, 608.4493, 608.4511, 325 608.452, 608.455, 608.461, 608.462, 608.463, 608.471, 608.501, 326 608.502, 608.503, 608.504, 608.505, 608.506, 608.507, 608.508, 327 608.509, 608.5101, 608.511, 608.512, 608.513, 608.5135, 608.514, 328 608.601, 608.701, 608.702, 608.703, 608.704, and 608.705, is 329 repealed. 330 Section 10. Effective upon this act becoming a law and 331 operating retroactively to January 1, 2015, subsection (3) of 332 section 15.16, Florida Statutes, is amended to read: 333 15.16 Reproduction of records; admissibility in evidence; 334 electronic receipt and transmission of records; certification; 335 acknowledgment.— 336 (3) The Department of State may cause to be received 337 electronically any records that are required to be filed with it 338 pursuant to chapter 55, chapter 117, chapter 118, chapter 495, 339 chapter 605, chapter 606, chapter 607,chapter 608,chapter 610, 340 chapter 617, chapter 620, chapter 621, chapter 679, chapter 713, 341 or chapter 865, through facsimile or other electronic transfers, 342 for the purpose of filing such records. The originals of all 343 such electronically transmitted records must be executed in the 344 manner provided in paragraph (5)(b). The receipt of such 345 electronic transfer constitutes delivery to the department as 346 required by law. The department may use electronic transmissions 347 for purposes of notice in the administration of chapters 55, 348 117, 118, 495, 605, 606, 607,608,610, 617, 620, 621, 679, and 349 713 and s. 865.09. The Department of State may collect e-mail 350 addresses for purposes of notice and communication in the 351 performance of its duties and may require filers and registrants 352 to furnish such e-mail addresses when presenting documents for 353 filing. 354 Section 11. Effective upon this act becoming a law and 355 operating retroactively to January 1, 2015, subsections (1) and 356 (2) of section 48.062, Florida Statutes, are amended to read: 357 48.062 Service on a limited liability company.— 358 (1) Process against a limited liability company, domestic 359 or foreign, may be served on the registered agent designated by 360 the limited liability company under chapter 605or chapter 608. 361 A person attempting to serve process pursuant to this subsection 362 may serve the process on any employee of the registered agent 363 during the first attempt at service even if the registered agent 364 is a natural person and is temporarily absent from his or her 365 office. 366 (2) If service cannot be made on a registered agent of the 367 limited liability company because of failure to comply with 368 chapter 605or chapter 608or because the limited liability 369 company does not have a registered agent, or if its registered 370 agent cannot with reasonable diligence be served, process 371 against the limited liability company, domestic or foreign, may 372 be served: 373 (a) On a member of a member-managed limited liability 374 company; 375 (b) On a manager of a manager-managed limited liability 376 company; or 377 (c) If a member or manager is not available during regular 378 business hours to accept service on behalf of the limited 379 liability company, he, she, or it may designate an employee of 380 the limited liability company to accept such service. After one 381 attempt to serve a member, manager, or designated employee has 382 been made, process may be served on the person in charge of the 383 limited liability company during regular business hours. 384 Section 12. Effective upon this act becoming a law and 385 operating retroactively to January 1, 2015, paragraph (c) of 386 subsection (1) of section 213.758, Florida Statutes, is amended 387 to read: 388 213.758 Transfer of tax liabilities.— 389 (1) As used in this section, the term: 390 (c) “Insider” means: 391 1. Any person included within the meaning of insider as 392 used in s. 726.102; or 393 2. A manager of,a managing member of,or a person who 394 controls a transferor that is, a limited liability company,or a 395 relative as defined in s. 726.102 of any such persons. 396 Section 13. Effective upon this act becoming a law and 397 operating retroactively to January 1, 2015, subsection (1) of 398 section 220.02, Florida Statutes, is amended to read: 399 220.02 Legislative intent.— 400 (1) It is the intent of the Legislature in enacting this 401 code to impose a tax upon all corporations, organizations, 402 associations, and other artificial entities which derive from 403 this state or from any other jurisdiction permanent and inherent 404 attributes not inherent in or available to natural persons, such 405 as perpetual life, transferable ownership represented by shares 406 or certificates, and limited liability for all owners. It is 407 intended that any limited liability company that is classified 408 as a partnership for federal income tax purposes and is defined 409 in and organized pursuant toformed underchapter 605608or 410 qualified to do business in this state as a foreign limited 411 liability company not be subject to the tax imposed by this 412 code. It is the intent of the Legislature to subject such 413 corporations and other entities to taxation hereunder for the 414 privilege of conducting business, deriving income, or existing 415 within this state. This code is not intended to tax, and shall 416 not be construed so as to tax, any natural person who engages in 417 a trade, business, or profession in this state under his or her 418 own or any fictitious name, whether individually as a 419 proprietorship or in partnership with others, or as a member or 420 a manager of a limited liability company classified as a 421 partnership for federal income tax purposes; any estate of a 422 decedent or incompetent; or any testamentary trust. However, a 423 corporation or other taxable entity which is or which becomes 424 partners with one or more natural persons shall not, merely by 425 reason of being a partner, exclude from its net income subject 426 to tax its respective share of partnership net income. This 427 statement of intent shall be given preeminent consideration in 428 any construction or interpretation of this code in order to 429 avoid any conflict between this code and the mandate in s. 5, 430 Art. VII of the State Constitution that no income tax be levied 431 upon natural persons who are residents and citizens of this 432 state. 433 Section 14. Effective upon this act becoming a law and 434 operating retroactively to January 1, 2015, paragraph (e) of 435 subsection (1) of section 220.03, Florida Statutes, is amended 436 to read: 437 220.03 Definitions.— 438 (1) SPECIFIC TERMS.—When used in this code, and when not 439 otherwise distinctly expressed or manifestly incompatible with 440 the intent thereof, the following terms shall have the following 441 meanings: 442 (e) “Corporation” includes all domestic corporations; 443 foreign corporations qualified to do business in this state or 444 actually doing business in this state; joint-stock companies; 445 limited liability companies, under chapter 605608; common-law 446 declarations of trust, under chapter 609; corporations not for 447 profit, under chapter 617; agricultural cooperative marketing 448 associations, under chapter 618; professional service 449 corporations, under chapter 621; foreign unincorporated 450 associations, under chapter 622; private school corporations, 451 under chapter 623; foreign corporations not for profit which are 452 carrying on their activities in this state; and all other 453 organizations, associations, legal entities, and artificial 454 persons which are created by or pursuant to the statutes of this 455 state, the United States, or any other state, territory, 456 possession, or jurisdiction. The term “corporation” does not 457 include proprietorships, even if using a fictitious name; 458 partnerships of any type, as such; limited liability companies 459 that are taxable as partnerships for federal income tax 460 purposes; state or public fairs or expositions, under chapter 461 616; estates of decedents or incompetents; testamentary trusts; 462 or private trusts. 463 Section 15. Effective upon this act becoming a law and 464 operating retroactively to January 1, 2015, paragraph (j) of 465 subsection (2) of section 220.13, Florida Statutes, is amended 466 to read: 467 220.13 “Adjusted federal income” defined.— 468 (2) For purposes of this section, a taxpayer’s taxable 469 income for the taxable year means taxable income as defined in 470 s. 63 of the Internal Revenue Code and properly reportable for 471 federal income tax purposes for the taxable year, but subject to 472 the limitations set forth in paragraph (1)(b) with respect to 473 the deductions provided by ss. 172 (relating to net operating 474 losses), 170(d)(2) (relating to excess charitable 475 contributions), 404(a)(1)(D) (relating to excess pension trust 476 contributions), 404(a)(3)(A) and (B) (to the extent relating to 477 excess stock bonus and profit-sharing trust contributions), and 478 1212 (relating to capital losses) of the Internal Revenue Code, 479 except that, subject to the same limitations, the term: 480 (j) “Taxable income,” in the case of a limited liability 481 company, other than a limited liability company classified as a 482 partnership for federal income tax purposes, as defined in and 483 organized pursuant to chapter 605608or qualified to do 484 business in this state as a foreign limited liability company or 485 other than a similar limited liability company classified as a 486 partnership for federal income tax purposes and created as an 487 artificial entity pursuant to the statutes of the United States 488 or any other state, territory, possession, or jurisdiction, if 489 such limited liability company or similar entity is taxable as a 490 corporation for federal income tax purposes, means taxable 491 income determined as if such limited liability company were 492 required to file or had filed a federal corporate income tax 493 return under the Internal Revenue Code; 494 Section 16. Effective upon this act becoming a law and 495 operating retroactively to January 1, 2015, section 310.181, 496 Florida Statutes, is amended to read: 497 310.181 Corporate powers.—All the rights, powers, and 498 liabilities conferred or imposed by the laws of Florida relating 499 to corporations for profit organized under part I of chapter 607 500 or under former chapter 608 before January 1, 1976, or to 501 corporations organized under chapter 621 apply to corporations 502 organized pursuant to s. 310.171. 503 Section 17. Effective upon this act becoming a law and 504 operating retroactively to January 1, 2015, subsection (9) of 505 section 440.02, Florida Statutes, is amended to read: 506 440.02 Definitions.—When used in this chapter, unless the 507 context clearly requires otherwise, the following terms shall 508 have the following meanings: 509 (9) “Corporate officer” or “officer of a corporation” means 510 any person who fills an office provided for in the corporate 511 charter or articles of incorporation filed with the Division of 512 Corporations of the Department of State or as authorized or 513 required under part I of chapter 607. The term “officer of a 514 corporation” includes a member owning at least 10 percent of a 515 limited liability company as defined in and organized pursuant 516 tocreated and approved underchapter 605608. 517 Section 18. Subsection (37) of section 605.0102, Florida 518 Statutes, is amended to read: 519 605.0102 Definitions.—As used in this chapter, the term: 520 (37) “Majority-in-interest” means those members who hold 521 more than 50 percent of the then-current percentage or other 522 interest in the profits of the limited liability company owned 523 by all of its membersand who have the right to vote; however, 524 as used in ss. 605.1001-605.1072, the term means: 525 (a) In the case of a limited liability company with only 526 one class or series of members, the holders of more than 50 527 percent of the then-current percentage or other interest in the 528 profits of the company owned by all of its members who have the 529 right to approve theamerger, interest exchange, or conversion, 530 as applicable, under the organic law or the organic rules of the 531 company; and 532 (b) In the case of a limited liability company having more 533 than one class or series of members, the holders in each class 534 or series of more than 50 percent of the then-current percentage 535 or other interest in the profits of the company owned by all of 536 the members of that class or series who have the right to 537 approve theamerger, interest exchange, or conversion, as 538 applicable, under the organic law or the organic rules of the 539 company, unless the company’s organic rules provide for the 540 approval of the transaction in a different manner. 541 Section 19. Effective upon this act becoming a law and 542 operating retroactively to January 1, 2015, subsection (3) of 543 section 605.0401, Florida Statutes, is amended to read: 544 605.0401 Becoming a member.— 545 (3) After formation of a limited liability company, a 546 person becomes a member: 547 (a) As provided in the operating agreement; 548 (b) As the result of a merger, interest exchange, 549 conversion, or domestication under ss. 605.1001-605.1072, as 550 applicable; 551 (c) With the consent of all the members; or 552 (d) As provided in s. 605.0701(3). 553 Section 20. Effective upon this act becoming a law and 554 operating retroactively to January 1, 2015, paragraph (a) of 555 subsection (1) of section 605.04074, Florida Statutes, is 556 amended to read: 557 605.04074 Agency rights of members and managers.— 558 (1) In a member-managed limited liability company, the 559 following rules apply: 560 (a) Except as provided in subsection (3), each member is an 561 agent of the limited liability company for the purpose of its 562 activities and affairs, and.an act of a member, including 563 signing an agreement or instrument of transfer in the name of 564 the company for apparently carrying on in the ordinary course of 565 the company’s activities and affairs or activities and affairs 566 of the kind carried on by the company, binds the company unless 567 the member had no authority to act for the company in the 568 particular matter and the person with whom the member was 569 dealing knew or had notice that the member lacked authority. 570 Section 21. Effective upon this act becoming a law and 571 operating retroactively to January 1, 2015, paragraph (b) of 572 subsection (2) of section 605.04091, Florida Statutes, is 573 amended to read: 574 605.04091 Standards of conduct for members and managers.— 575 (2) The duty of loyalty is limited to: 576 (b) Refraining from dealing with the company in the conduct 577 or winding up of the company’s activities and affairs as, or on 578 behalf of, a person having an interest adverse to the company, 579 except to the extent that a transaction satisfies the 580 requirements of s. 605.04092this section; and 581 Section 22. Subsection (3) of section 605.0712, Florida 582 Statutes, is amended to read: 583 605.0712 Other claims against a dissolved limited liability 584 company.— 585 (3) A claim that is not barred by this section, s.586608.0711,or another statute limiting actions,may be enforced: 587 (a) Against a dissolved limited liability company, to the 588 extent of its undistributed assets; and 589 (b) Except as otherwise provided in s. 605.0713, if assets 590 of the limited liability company have been distributed after 591 dissolution, against a member or transferee to the extent of 592 that person’s proportionate share of the claim or of the 593 company’s assets distributed to the member or transferee after 594 dissolution, whichever is less, but a person’s total liability 595 for all claims under this subsection may not exceed the total 596 amount of assets distributed to the person after dissolution. 597 Section 23. Subsection (2) of section 605.0717, Florida 598 Statutes, is amended to read: 599 605.0717 Effect of dissolution.— 600 (2) Except as provided in s. 605.0715(5)605.0715(4), the 601 name of the dissolved limited liability company is not available 602 for assumption or use by another business entity until 120 days 603 after the effective date of dissolution or filing of a statement 604 of termination, if earlier. 605 Section 24. Subsection (2) of section 605.0805, Florida 606 Statutes, is amended to read: 607 605.0805 Proceeds and expenses.— 608 (2) If a derivative actionunder s. 608.0802is successful 609 in whole or in part, the court may award the plaintiff 610 reasonable expenses, including reasonable attorney fees and 611 costs, from the recovery of the limited liability company. 612 Section 25. Effective upon this act becoming a law and 613 operating retroactively to January 1, 2015 subsection (2) of 614 section 606.06, Florida Statutes, is amended to read: 615 606.06 Uniform business report.—The department may use the 616 uniform business report: 617 (2) As a substitute for any annual report or renewal filing 618 required by chapters 495, 605, 607,608,609, 617, 620, 621, and 619 865. 620 Section 26. Effective upon this act becoming a law and 621 operating retroactively to January 1, 2015, paragraph (c) of 622 subsection (2) of section 607.1108, Florida Statutes, is amended 623 to read: 624 607.1108 Merger of domestic corporation and other business 625 entity.— 626 (2) Pursuant to a plan of merger complying and approved in 627 accordance with this section, one or more domestic corporations 628 may merge with or into one or more other business entities 629 formed, organized, or incorporated under the laws of this state 630 or any other state, the United States, foreign country, or other 631 foreign jurisdiction, if: 632 (c) Each domestic limited liability company that is a party 633 to the merger complies with the applicable provisions of chapter 634 605608. 635 Section 27. Effective upon this act becoming a law and 636 operating retroactively to January 1, 2015, paragraph (d) of 637 subsection (1) of section 607.1109, Florida Statutes, is amended 638 to read: 639 607.1109 Articles of merger.— 640 (1) After a plan of merger is approved by each domestic 641 corporation and other business entity that is a party to the 642 merger, the surviving entity shall deliver to the Department of 643 State for filing articles of merger, which shall be executed by 644 each domestic corporation as required by s. 607.0120 and by each 645 other business entity as required by applicable law, and which 646 shall set forth: 647 (d) A statement that the plan of merger was approved by 648 each domestic limited liability company that is a party to the 649 merger in accordance with the applicable provisions of chapter 650 605608. 651 Section 28. Effective upon this act becoming a law and 652 operating retroactively to January 1, 2015, subsection (7) of 653 section 607.11101, Florida Statutes, is amended to read: 654 607.11101 Effect of merger of domestic corporation and 655 other business entity.—When a merger becomes effective: 656 (7) The shares, partnership interests, interests, 657 obligations, or other securities, and the rights to acquire 658 shares, partnership interests, interests, obligations, or other 659 securities, of each domestic corporation and other business 660 entity that is a party to the merger shall be converted into 661 shares, partnership interests, interests, obligations, or other 662 securities, or rights to such securities, of the surviving 663 entity or any other domestic corporation or other business 664 entity or, in whole or in part, into cash or other property as 665 provided in the plan of merger, and the former holders of 666 shares, partnership interests, interests, obligations, or other 667 securities, or rights to such securities, shall be entitled only 668 to the rights provided in the plan of merger and to their 669 appraisal rights, if any, under s. 605.1006, ss. 605.1061 670 605.1072, ss. 607.1301-607.1333,ss. 608.4351-608.43595,ss. 671 620.2114-620.2124, or other applicable law. 672 Section 29. Effective upon this act becoming a law and 673 operating retroactively to January 1, 2015, paragraph (b) of 674 subsection (2) of section 621.12, Florida Statutes, is amended 675 to read: 676 621.12 Identification with individual shareholders or 677 individual members.— 678 (2) The name shall also contain: 679 (b)1. In the case of a professional corporation, the words 680 “professional association” or the abbreviation “P.A.”; or 681 2. In the case of a professional limited liability company 682 formed before January 1, 2014, the words “professional limited 683 company” or “professional limited liability company,” the 684 abbreviation “P.L.” or “P.L.L.C.” or the designation “PL” or 685 “PLLC,” in lieu of the words “limited company” or “limited 686 liability company,” or the abbreviation “L.C.” or “L.L.C.” or 687 the designation “LC” or “LLC” as otherwise required under s. 688 605.0112 or former s. 608.406. 689 3. In the case of a professional limited liability company 690 formed on or after January 1, 2014, the words “professional 691 limited liability company,” the abbreviation “P.L.L.C.” or the 692 designation “PLLC,” in lieu of the words “limited liability 693 company,” or the abbreviation “L.L.C.” or the designation “LLC” 694 as otherwise required under s. 605.0112. 695 Section 30. Effective upon this act becoming a law and 696 operating retroactively to January 1, 2015, subsection (1) of 697 section 636.204, Florida Statutes, is amended to read: 698 636.204 License required.— 699 (1) Before doing business in this state as a discount 700 medical plan organization, an entity must be a corporation, a 701 limited liability company, or a limited partnership, 702 incorporated, organized, formed, or registered under the laws of 703 this state or authorized to transact business in this state in 704 accordance with chapter 605, part I of chapter 607,chapter 608,705 chapter 617, chapter 620, or chapter 865, and must be licensed 706 by the office as a discount medical plan organization or be 707 licensed by the office pursuant to chapter 624, part I of this 708 chapter, or chapter 641. 709 Section 31. Effective upon this act becoming a law and 710 operating retroactively to January 1, 2015, subsection (1) of 711 section 655.0201, Florida Statutes, is amended to read: 712 655.0201 Service of process, notice, or demand on financial 713 institutions.— 714 (1) Process against any financial institution authorized by 715 federal or state law to transact business in this state may be 716 served in accordance with chapter 48, chapter 49, chapter 605, 717 or part I of chapter 607,or chapter 608,as appropriate. 718 Section 32. Effective upon this act becoming a law and 719 operating retroactively to January 1, 2015, paragraph (c) of 720 subsection (11) of section 658.2953, Florida Statutes, is 721 amended to read: 722 658.2953 Interstate branching.— 723 (11) DE NOVO INTERSTATE BRANCHING BY STATE BANKS.— 724 (c) An out-of-state bank may establish and maintain a de 725 novo branch or acquire a branch in this state upon compliance 726 with chapter 605 or part I of chapter 607or chapter 608727 relating to doing business in this state as a foreign business 728 entity, including maintaining a registered agent for service of 729 process and other legal notice pursuant to s. 655.0201. 730 Section 33. Effective upon this act becoming a law and 731 operating retroactively to January 1, 2015, section 694.16, 732 Florida Statutes, is amended to read: 733 694.16 Conveyances by merger or conversion of business 734 entities.—As to any merger or conversion of business entities 735 prior to June 15, 2000, the title to all real estate, or any 736 interest therein, owned by a business entity that was a party to 737 a merger or a conversion is vested in the surviving entity 738 without reversion or impairment, notwithstanding the requirement 739 of a deed which was previously required by s. 607.11101, former 740 s. 608.4383, former s. 620.204, former s. 620.8904, or former s. 741 620.8906. 742 Section 34. Section 31. Effective upon this act becoming a 743 law and operating retroactively to January 1, 2015, paragraph 744 (f) of subsection (2) of section 1002.395, Florida Statutes, is 745 amended to read: 746 1002.395 Florida Tax Credit Scholarship Program.— 747 (2) DEFINITIONS.—As used in this section, the term: 748 (f) “Eligible nonprofit scholarship-funding organization” 749 means a state university; or an independent college or 750 university that is eligible to participate in the William L. 751 Boyd, IV, Florida Resident Access Grant Program, located and 752 chartered in this state, is not for profit, and is accredited by 753 the Commission on Colleges of the Southern Association of 754 Colleges and Schools; or is a charitable organization that: 755 1. Is exempt from federal income tax pursuant to s. 756 501(c)(3) of the Internal Revenue Code; 757 2. Is a Florida entity formed under chapter 605, chapter 758 607,chapter608,or chapter 617 and whose principal office is 759 located in the state; and 760 3. Complies with subsections (6) and (16). 761 Section 35. Except as otherwise expressly provided in this 762 act and except for this section, which shall take effect upon 763 this act becoming a law, this act shall take effect July 1, 764 2015.