Florida Statutes 605.1066 – Perfection of rights; right to withdraw
Current as of: 2023 | Check for updates
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Terms Used In Florida Statutes 605.1066
- Appraisal: A determination of property value.
- Distribution: means a transfer of money or other property from a limited liability company to a person on account of a transferable interest or in the person's capacity as a member. 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
- Member: means a person who:
(a) Is a member of a limited liability company under…. See Florida Statutes 605.0102- Sign: means , with present intent to authenticate or adopt a record:
(a) To execute or adopt a tangible symbol; or(b) To attach or logically associate an electronic symbol, sound, or process to or with a record, and includes a manual, facsimile, conformed, or electronic signature. See Florida Statutes 605.0102- Transfer: includes :
(a) An assignment. See Florida Statutes 605.0102- Writing: means printing, typewriting, electronic communication, or other intentional communication that is reducible to a tangible form. See Florida Statutes 605.0102
(1) A member who receives notice pursuant to s. 605.1065 and wishes to exercise appraisal rights must sign and return the form received pursuant to s. 605.1065(1) and, in the case of certificated membership interests and if the limited liability company so requires, deposit the member’s certificates in accordance with the terms of the notice by the date referred to in the notice pursuant to s. 605.1065(2)(b)2. Once a member deposits that member’s certificates or, in the case of uncertificated membership interests, returns the signed form described in s. 605.1065(2), the member loses all rights as a member, unless the member withdraws pursuant to subsection (2). Upon receiving a demand for payment from a member who holds an uncertificated membership interest, the limited liability company shall make an appropriate notation of the demand for payment in its records and shall restrict the transfer of the membership interest, or the applicable class or series, from the date the member delivers the items required by this section.(2) A member who has complied with subsection (1) may nevertheless decline to exercise appraisal rights and withdraw from the appraisal process by so notifying the limited liability company in writing by the date provided in the appraisal notice pursuant to s. 605.1065(2)(b)7. A member who fails to notify the limited liability company in writing of the withdrawal by the date provided in the appraisal notice may not thereafter withdraw without the limited liability company’s written consent.(3) A member who does not sign and return the form and, in the case of certificated membership interests, deposit that member’s certificates, if so required by the limited liability company, each by the date set forth in the notice described in s. 605.1065(2)(a), is not entitled to payment under ss. 605.1006 and 605.1061–605.1072.(4) If the member’s right to receive fair value is terminated other than by the purchase of the membership interest by the limited liability company, all rights of the member, with respect to such membership interest, shall be reinstated effective as of the date the member delivered the items required by subsection (1), including the right to receive any intervening payment or other distribution with respect to such membership interest, or, if any such rights have expired or any such distribution other than a cash payment has been completed, in lieu thereof at the election of the limited liability company, the fair value thereof in cash as determined by the limited liability company as of the time of such expiration or completion, but without prejudice otherwise to any action or proceeding of the limited liability company that may have been taken by the limited liability company on or after the date the member delivered the items required by subsection (1).