Florida Statutes 605.1032 – Plan of interest exchange
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(1) A domestic limited liability company may be the acquired entity in an interest exchange under the provisions of ss. 605.1031–605.1036 by approving a plan of interest exchange. The plan must be in a record and contain the following:
(a) The name of the acquired entity.
Terms Used In Florida Statutes 605.1032
- Acquired entity: means the entity that has all of one or more of its classes or series of interests acquired in an interest exchange. See Florida Statutes 605.0102
- Acquiring entity: means the entity that acquires all of one or more classes or series of interests of the acquired entity in an interest exchange. See Florida Statutes 605.0102
- Entity: means :1. See Florida Statutes 605.0102
- Interest: means :
(a) A share in a business corporation;(b) A membership in a nonprofit corporation;(c) A partnership interest in a general partnership;(d) A partnership interest in a limited partnership;(e) A membership interest in a limited liability company;(f) A share or beneficial interest in a real estate investment trust;(g) A member's interest in a limited cooperative association;(h) A beneficial interest in a statutory trust, business trust, or common law business trust; or(i) A governance interest or distributional interest in another entity. See Florida Statutes 605.0102- Interest exchange: means a transaction authorized under ss. See Florida Statutes 605.0102
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Jurisdiction of formation: means , with respect to an entity:
(a) The jurisdiction under whose organic law the entity is formed, incorporated, or created or otherwise comes into being; however, for these purposes, if an entity exists under the law of a jurisdiction different from the jurisdiction under which the entity originally was formed, incorporated, or created or otherwise came into being, then the jurisdiction under which the entity then exists is treated as the jurisdiction of formation; or(b) In the case of a limited liability partnership or foreign limited liability partnership, the jurisdiction in which the partnership's statement of qualification or equivalent document is filed. See Florida Statutes 605.0102- Organic rules: means the public organic record and private organic rules of an entity. See Florida Statutes 605.0102
- Plan: means a plan of merger, plan of interest exchange, plan of conversion, or plan of domestication, as appropriate in the particular context. See Florida Statutes 605.0102
- Plan of interest exchange: means a plan under…. See Florida Statutes 605.0102
- Property: means all property, whether real, personal, mixed, tangible, or intangible, or a right or interest therein. See Florida Statutes 605.0102
- Public organic record: means a record, the filing of which by a governmental body is required to form an entity, and an amendment to or restatement of that record. See Florida Statutes 605.0102
- Type of entity: means a generic form of entity that is:
(a) Recognized at common law; or(b) Formed under an organic law, whether or not some of the entities formed under that organic law are subject to provisions of that law which create different categories of the form of entity. See Florida Statutes 605.0102(b) The name, jurisdiction of formation, and type of entity of the acquiring entity.(c) The manner and basis of converting the interests and the rights to acquire interests of the members of each limited liability company that is to be an acquired entity into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing.(d) If the acquired entity is a domestic limited liability company, any proposed amendments to or restatements of its public organic record or any amendments to or restatements of its private organic rules that are or are proposed to be in a record and all such amendments or restatements are effective at the effective date of the interest exchange.(e) The other terms and conditions of the interest exchange.(f) Any other provision required by the law of an acquired entity’s jurisdiction of formation, the organic rules of the acquired entity, the organic rules of an acquiring entity, or the law of the jurisdiction of formation of the acquiring entity.(2) In addition to the requirements of subsection (1), a plan of interest exchange may contain any other provision not prohibited by law.