Florida Statutes 605.1044 – Amendment or abandonment of plan of conversion
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(1) A plan of conversion of a domestic converting limited liability company may be amended:
(a) In the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or
Terms Used In Florida Statutes 605.1044
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Articles of conversion: means the articles of conversion required under…. See Florida Statutes 605.0102
- Conversion: means a transaction authorized under ss. See Florida Statutes 605.0102
- Converted entity: means the converting entity as it continues in existence after a conversion. See Florida Statutes 605.0102
- Converting entity: means the domestic entity that approves a plan of conversion pursuant to…. See Florida Statutes 605.0102
- Department: means the Department of State. 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 holder: means :
(a) A shareholder of a business corporation;(b) A member of a nonprofit corporation;(c) A general partner of a general partnership;(d) A general partner of a limited partnership;(e) A limited partner of a limited partnership;(f) A member of a limited liability company;(g) A shareholder or beneficial owner of a real estate investment trust;(h) A beneficiary or beneficial owner of a statutory trust, business trust, or common law business trust; or(i) Another direct holder of an interest. See Florida Statutes 605.0102- Member: means a person who:
(a) Is a member of a limited liability company under…. See Florida Statutes 605.0102- Organic law: means the law of the jurisdiction in which an entity was formed. 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 conversion: 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
(b) By the managers or members of the entity in the manner provided in the plan, but a member who was entitled to vote on or consent to approval of the conversion is entitled to vote on or consent to an amendment of the plan which will change:1. The amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by the interest holders of the converting entity under the plan;2. The public organic record, if any, or private organic rules of the converted entity which will be in effect immediately after the conversion becomes effective, except for changes that do not require approval of the interest holders of the converting entity under its organic law or organic rules; or3. Any other terms or conditions of the plan, if the change would adversely affect the interest holder in any material respect.(2) After a plan of conversion has been approved and before the articles of conversion become effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic converting limited liability company may abandon the plan in the same manner as the plan was approved.(3) If a plan of conversion is abandoned after articles of conversion have been delivered to the department for filing and before such articles of conversion have become effective, a statement of abandonment, signed by the converting entity, must be delivered to the department for filing before the articles of conversion become effective. The statement of abandonment takes effect on filing, and the conversion is abandoned and does not become effective. The statement of abandonment must contain the following:(a) The name of the converting limited liability company.(b) The date on which the articles of conversion were delivered to the department for filing.(c) A statement that the conversion has been abandoned in accordance with this section.