§ 605.0101 Short title
§ 605.0102 Definitions
§ 605.0103 Knowledge; notice
§ 605.0104 Governing law
§ 605.0105 Operating agreement; scope, function, and limitations
§ 605.0106 Operating agreement; effect on limited liability company and person becoming member; preformation agreement; other matters involving operating agreement
§ 605.0107 Operating agreement; effect on third parties and relationship to records effective on behalf of limited liability company
§ 605.0108 Nature, purpose, and duration of limited liability company
§ 605.0109 Powers
§ 605.0110 Limited liability company property
§ 605.0111 Rules of construction and supplemental principles of law
§ 605.0112 Name
§ 605.0113 Registered agent
§ 605.0114 Change of registered agent or registered office
§ 605.0115 Resignation of registered agent
§ 605.0116 Change of name or address by registered agent
§ 605.0117 Service of process, notice, or demand
§ 605.0118 Delivery of record
§ 605.0119 Waiver of notice
§ 605.0201 Formation of limited liability company; articles of organization
§ 605.0202 Amendment or restatement of articles of organization
§ 605.0203 Signing of records to be delivered for filing to department
§ 605.0204 Signing and filing pursuant to judicial order
§ 605.0205 Liability for inaccurate information in filed record
§ 605.0206 Filing requirements
§ 605.0207 Effective date and time
§ 605.0208 Withdrawal of filed record before effectiveness
§ 605.0209 Correcting filed record
§ 605.0210 Duty of department to file; review of refusal to file; transmission of information by department
§ 605.0211 Certificate of status
§ 605.0212 Annual report for department
§ 605.0213 Fees of the department
§ 605.0214 Powers of department
§ 605.0215 Certificates to be received in evidence and evidentiary effect of copy of filed document
§ 605.0216 Statement of dissociation or resignation
§ 605.0301 Power to bind limited liability company
§ 605.0302 Statement of authority
§ 605.0303 Statement of denial
§ 605.0304 Liability of members and managers
§ 605.0401 Becoming a member
§ 605.0402 Form of contribution
§ 605.0403 Liability for contributions
§ 605.0404 Sharing of distributions before dissolution and profits and losses
§ 605.0405 Limitations on distributions
§ 605.0406 Liability for improper distributions
§ 605.0407 Management of limited liability company
§ 605.04071 Delegation of rights and powers to manage
§ 605.04072 Selection and terms of managers in a manager-managed limited liability company
§ 605.04073 Voting rights of members and managers
§ 605.04074 Agency rights of members and managers
§ 605.0408 Reimbursement, indemnification, advancement, and insurance
§ 605.04091 Standards of conduct for members and managers
§ 605.04092 Conflict of interest transactions
§ 605.04093 Limitation of liability of managers and members
§ 605.0410 Records to be kept; rights of member, manager, and person dissociated to information
§ 605.0411 Court-ordered inspection
§ 605.0501 Nature of transferable interest
§ 605.0502 Transfer of transferable interest
§ 605.0503 Charging order
§ 605.0504 Power of legal representative
§ 605.0601 Power to dissociate as member; wrongful dissociation
§ 605.0602 Events causing dissociation
§ 605.0603 Effect of dissociation
§ 605.0701 Events causing dissolution
§ 605.0702 Grounds for judicial dissolution
§ 605.0703 Procedure for judicial dissolution; alternative remedies
§ 605.0704 Receivership or custodianship
§ 605.0705 Decree of dissolution
§ 605.0706 Election to purchase instead of dissolution
§ 605.0707 Articles of dissolution; filing of articles of dissolution
§ 605.0708 Revocation of articles of dissolution
§ 605.0709 Winding up
§ 605.0710 Disposition of assets in winding up
§ 605.0711 Known claims against dissolved limited liability company
§ 605.0712 Other claims against a dissolved limited liability company
§ 605.0713 Court proceedings
§ 605.0714 Administrative dissolution
§ 605.0715 Reinstatement
§ 605.0716 Judicial review of denial of reinstatement
§ 605.0717 Effect of dissolution
§ 605.0801 Direct action by member
§ 605.0802 Derivative action
§ 605.0803 Proper plaintiff
§ 605.0804 Special litigation committee
§ 605.0805 Proceeds and expenses
§ 605.0806 Voluntary dismissal or settlement; notice
§ 605.0901 Governing law
§ 605.0902 Application for certificate of authority
§ 605.0903 Effect of a certificate of authority
§ 605.0904 Effect of failure to have certificate of authority
§ 605.0905 Activities not constituting transacting business
§ 605.0906 Noncomplying name of foreign limited liability company
§ 605.0907 Amendment to certificate of authority
§ 605.0908 Revocation of certificate of authority
§ 605.0909 Reinstatement following revocation of certificate of authority
§ 605.0910 Withdrawal and cancellation of certificate of authority
§ 605.0911 Withdrawal deemed on conversion to domestic filing entity
§ 605.0912 Withdrawal on dissolution, merger, or conversion to nonfiling entity
§ 605.0913 Action by Department of Legal Affairs
§ 605.1001 Relationship of the provisions of this section and ss. 605.1002-605.1072 to other laws
§ 605.1002 Charitable and donative provisions
§ 605.1003 Status of filings
§ 605.1004 Nonexclusivity
§ 605.1005 Reference to external facts
§ 605.1006 Appraisal rights
§ 605.1021 Merger authorized
§ 605.1022 Plan of merger
§ 605.1023 Approval of merger
§ 605.1024 Amendment or abandonment of plan of merger
§ 605.1025 Articles of merger
§ 605.1026 Effect of merger
§ 605.1031 Interest exchange authorized
§ 605.1032 Plan of interest exchange
§ 605.1033 Approval of interest exchange
§ 605.1034 Amendment or abandonment of plan of interest exchange
§ 605.1035 Articles of interest exchange
§ 605.1036 Effect of interest exchange
§ 605.1041 Conversion authorized
§ 605.1042 Plan of conversion
§ 605.1043 Approval of conversion
§ 605.1044 Amendment or abandonment of plan of conversion
§ 605.1045 Articles of conversion
§ 605.1046 Effect of conversion
§ 605.1051 Domestication authorized
§ 605.1052 Plan of domestication
§ 605.1053 Approval of domestication
§ 605.1054 Amendment or abandonment of plan of domestication
§ 605.1055 Articles of domestication
§ 605.1056 Effect of domestication
§ 605.1061 Appraisal rights; definitions
§ 605.1062 Assertion of rights by nominees and beneficial owners
§ 605.1063 Notice of appraisal rights
§ 605.1064 Notice of intent to demand payment
§ 605.1065 Appraisal notice and form
§ 605.1066 Perfection of rights; right to withdraw
§ 605.1067 Member’s acceptance of limited liability company’s offer.
§ 605.1068 Procedure if member is dissatisfied with offer
§ 605.1069 Court action
§ 605.1070 Court costs and attorney fees
§ 605.1071 Limitation on limited liability company payment
§ 605.1072 Other remedies limited
§ 605.1101 Uniformity of application and construction
§ 605.1102 Relation to Electronic Signatures in Global and National Commerce Act
§ 605.1103 Tax exemption on income of certain limited liability companies
§ 605.1104 Interrogatories by department; other powers of department
§ 605.1105 Reservation of power to amend or repeal
§ 605.1106 Savings clause
§ 605.1107 Severability clause
§ 605.1108 Application to limited liability company formed under the Florida Limited Liability Company Act

Terms Used In Florida Statutes > Chapter 605

  • Account: means one of the accounts created by…. See Florida Statutes 631.54
  • Account: means any of the three accounts created in…. See Florida Statutes 631.714
  • 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 631.156
  • 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 631.156
  • Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
  • Allegation: something that someone says happened.
  • 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.
  • Annuity: A periodic (usually annual) payment of a fixed sum of money for either the life of the recipient or for a fixed number of years. A series of payments under a contract from an insurance company, a trust company, or an individual. Annuity payments are made at regular intervals over a period of more than one full year.
  • Answer: The formal written statement by a defendant responding to a civil complaint and setting forth the grounds for defense.
  • Appeal: A request made after a trial, asking another court (usually the court of appeals) to decide whether the trial was conducted properly. To make such a request is "to appeal" or "to take an appeal." One who appeals is called the appellant.
  • Appellate: About appeals; an appellate court has the power to review the judgement of another lower court or tribunal.
  • Appraisal: A determination of property value.
  • Appropriation: The provision of funds, through an annual appropriations act or a permanent law, for federal agencies to make payments out of the Treasury for specified purposes. The formal federal spending process consists of two sequential steps: authorization
  • Arrest: Taking physical custody of a person by lawful authority.
  • Articles of conversion: means the articles of conversion required under…. See Florida Statutes 631.156
  • Articles of domestication: means the articles of domestication required under…. See Florida Statutes 631.156
  • Articles of interest exchange: means the articles of interest exchange required under…. See Florida Statutes 631.156
  • Articles of merger: means the articles of merger required under…. See Florida Statutes 631.156
  • Articles of organization: means the articles of organization required under…. See Florida Statutes 631.156
  • Assessment year: means the 12-month period, which may begin on the first day of any calendar quarter, whether January 1, April 1, July 1, or October 1, as specified in an order issued by the office directing insurers to pay an assessment to the association. See Florida Statutes 631.54
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Association: means the Florida Insurance Guaranty Association, Incorporated. See Florida Statutes 631.54
  • Association: means the Florida Life and Health Insurance Guaranty Association created in…. See Florida Statutes 631.714
  • Attachment: A procedure by which a person's property is seized to pay judgments levied by the court.
  • Attorney-in-fact: A person who, acting as an agent, is given written authorization by another person to transact business for him (her) out of court.
  • Authorized representative: means :
    (a) In the case of the formation of a limited liability company, a person authorized by a prospective member of the limited liability company to form the company by executing and filing its articles of organization with the department. See Florida Statutes 631.156
  • Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.
  • Beneficiary: A person who is entitled to receive the benefits or proceeds of a will, trust, insurance policy, retirement plan, annuity, or other contract. Source: OCC
  • Bequest: Property gifted by will.
  • Board: means the Florida Fire Safety Board. See Florida Statutes 633.102
  • Board: means the board of directors of the plan. See Florida Statutes 631.814
  • Business day: means Monday through Friday, excluding any day that a national banking association is not open for normal business transactions. See Florida Statutes 631.156
  • Common law: The legal system that originated in England and is now in use in the United States. It is based on judicial decisions rather than legislative action.
  • Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
  • Continuance: Putting off of a hearing ot trial until a later time.
  • Contract: A legal written agreement that becomes binding when signed.
  • Contractual obligations: means any obligation under covered health care policies. See Florida Statutes 631.814
  • Conversion: means a transaction authorized under ss. See Florida Statutes 631.156
  • Converted entity: means the converting entity as it continues in existence after a conversion. See Florida Statutes 631.156
  • Converting entity: means the domestic entity that approves a plan of conversion pursuant to…. See Florida Statutes 631.156
  • Conviction: A judgement of guilt against a criminal defendant.
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Corporation: means the Florida Workers' Compensation Insurance Guaranty Association, Incorporated. See Florida Statutes 631.904
  • Counterclaim: A claim that a defendant makes against a plaintiff.
  • Covered claim: means an unpaid claim, including one of unearned premiums, which arises out of, and is within the coverage, and not in excess of, the applicable limits of an insurance policy to which this part applies, issued by an insurer, if such insurer becomes an insolvent insurer and the claimant or insured is a resident of this state at the time of the insured event or the property from which the claim arises is permanently located in this state. See Florida Statutes 631.54
  • covered claim: includes unpaid claims under any employer liability coverage of a workers' compensation policy limited to the lesser of $300,000 or the limits of the policy. See Florida Statutes 631.904
  • Covered policy: means any policy or contract set out in…. See Florida Statutes 631.714
  • Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
  • Date of insolvency: means the effective date of an order of liquidation entered by a court of competent jurisdiction. See Florida Statutes 631.814
  • Day: means a calendar day. See Florida Statutes 631.156
  • Debtor in bankruptcy: means a person who is the subject of:
    (a) An order for relief under Title 11 of the United States Code or a successor statute of general application; or
    (b) A comparable order under federal, state, or foreign law governing insolvency. See Florida Statutes 631.156
  • Decedent: A deceased person.
  • Deed: The legal instrument used to transfer title in real property from one person to another.
  • Department: means the Department of State. See Florida Statutes 631.156
  • Department: means the Department of Financial Services. See Florida Statutes 633.102
  • Devise: To gift property by will.
  • Discovery: Lawyers' examination, before trial, of facts and documents in possession of the opponents to help the lawyers prepare for trial.
  • Dismissal: The dropping of a case by the judge without further consideration or hearing. Source:
  • 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 631.156
  • Division: means the Division of State Fire Marshal within the Department of Financial Services. See Florida Statutes 633.102
  • Domesticated limited liability company: means the domesticating entity as it continues in existence after a domestication. See Florida Statutes 631.156
  • Domesticating entity: means a non-United States entity that approves a domestication pursuant to the law of its jurisdiction of formation. See Florida Statutes 631.156
  • Domestication: means a transaction authorized under ss. See Florida Statutes 631.156
  • Entitlement: A Federal program or provision of law that requires payments to any person or unit of government that meets the eligibility criteria established by law. Entitlements constitute a binding obligation on the part of the Federal Government, and eligible recipients have legal recourse if the obligation is not fulfilled. Social Security and veterans' compensation and pensions are examples of entitlement programs.
  • Entity: means :
  • Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. Source: U.S. Courts
  • Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
  • Executor: A male person named in a will to carry out the decedent
  • Felony: A crime carrying a penalty of more than a year in prison.
  • Fiduciary: A trustee, executor, or administrator.
  • Filing entity: means an entity whose formation requires the filing of a public organic record. See Florida Statutes 631.156
  • Fire extinguisher: means a cylinder that:
    (a) Is portable and can be carried or is on wheels. See Florida Statutes 633.102
  • Fire hydrant: means a connection to a water main, elevated water tank, or other source of water for the purpose of supplying water to a fire hose or other fire protection apparatus for fire suppression operations. See Florida Statutes 633.102
  • Fire protection system: means a system individually designed to protect the interior or exterior of a specific building or buildings, structure, or other special hazard from fire. See Florida Statutes 633.102
  • Fire service provider: means a municipality or county, the state, the division, or any political subdivision of the state, including authorities and special districts, that employs firefighters or uses volunteer firefighters to provide fire extinguishment or fire prevention services for the protection of life and property. See Florida Statutes 633.102
  • Firefighter: means an individual who holds a current and valid Firefighter Certificate of Compliance or Special Certificate of Compliance issued by the division under…. See Florida Statutes 633.102
  • Firesafety inspector: means an individual who holds a current and valid Fire Safety Inspector Certificate of Compliance issued by the division under…. See Florida Statutes 633.102
  • Fiscal year: The fiscal year is the accounting period for the government. For the federal government, this begins on October 1 and ends on September 30. The fiscal year is designated by the calendar year in which it ends; for example, fiscal year 2006 begins on October 1, 2005 and ends on September 30, 2006.
  • Foreclosure: A legal process in which property that is collateral or security for a loan may be sold to help repay the loan when the loan is in default. Source: OCC
  • Foreign limited liability company: means an unincorporated entity that was formed in a jurisdiction other than this state and is denominated by that law as a limited liability company. See Florida Statutes 631.156
  • Fraud: Intentional deception resulting in injury to another.
  • Garnishment: Generally, garnishment is a court proceeding in which a creditor asks a court to order a third party who owes money to the debtor or otherwise holds assets belonging to the debtor to turn over to the creditor any of the debtor
  • Germane: On the subject of the pending bill or other business; a strict standard of relevance.
  • Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
  • Governor: means :
    (a) A director of a business corporation;
    (b) A director or trustee of a nonprofit corporation;
    (c) A general partner of a general partnership;
    (d) A general partner of a limited partnership;
    (e) A manager of a manager-managed limited liability company;
    (f) A member of a member-managed limited liability company;
    (g) A director or a trustee of a real estate investment trust; or
    (h) Any other person under whose authority the powers of an entity are exercised and under whose direction the activities and affairs of the entity are managed pursuant to the organic law and organic rules of the entity. See Florida Statutes 631.156
  • Grace period: The number of days you'll have to pay your bill for purchases in full without triggering a finance charge. Source: Federal Reserve
  • Grantor: The person who establishes a trust and places property into it.
  • Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
  • Health care services: means comprehensive health care services as defined in…. See Florida Statutes 631.814
  • HMO: means a health maintenance organization possessing a valid certificate of authority issued by the office pursuant to part I of chapter 641. See Florida Statutes 631.814
  • Impaired insurer: means a member insurer deemed by the department to be potentially unable to fulfill its contractual obligations and not an insolvent insurer. See Florida Statutes 631.714
  • Indemnification: In general, a collateral contract or assurance under which one person agrees to secure another person against either anticipated financial losses or potential adverse legal consequences. Source: FDIC
  • Injunction: An order of the court prohibiting (or compelling) the performance of a specific act to prevent irreparable damage or injury.
  • Insolvency: means that condition in which all of the assets of the insurer, if made immediately available, would not be sufficient to discharge all of its liabilities or that condition in which the insurer is unable to pay its debts as they become due in the usual course of business. See Florida Statutes 631.904
  • Insolvent HMO: means an HMO against which an order of rehabilitation or liquidation has been entered by a court of competent jurisdiction, with the department appointed as receiver, even if such order has not become final by the exhaustion of appellate reviews. See Florida Statutes 631.814
  • Insolvent insurer: means a member insurer authorized to transact insurance in this state, either at the time the policy was issued or when the insured event occurred, and against which an order of liquidation with a finding of insolvency has been entered by a court of competent jurisdiction if such order has become final by the exhaustion of appellate review. See Florida Statutes 631.54
  • Insolvent insurer: means a member insurer authorized to transact insurance in this state, either at the time the policy was issued or when the insured event occurred, and against which an order of liquidation with a finding of insolvency has been entered by a court of competent jurisdiction. See Florida Statutes 631.714
  • Insolvent insurer: means an insurer that was authorized to transact insurance in this state, either at the time the policy was issued or when the insured event occurred, and against which an order of liquidation with a finding of insolvency has been entered by a court of competent jurisdiction if such order has become final by the exhaustion of appellate review. See Florida Statutes 631.904
  • Insurer: means an insurance carrier or self-insurance fund authorized to insure under chapter 440. See Florida Statutes 631.904
  • Intangible property: Property that has no intrinsic value, but is merely the evidence of value such as stock certificates, bonds, and promissory notes.
  • Inter vivos: Transfer of property from one living person to another living person.
  • 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 631.156
  • Interest exchange: means a transaction authorized under ss. See Florida Statutes 631.156
  • 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 631.156
  • Interest holder liability: means :
    (a) Personal liability for a liability of an entity which is imposed on a person:
  • Interest rate: The amount paid by a borrower to a lender in exchange for the use of the lender's money for a certain period of time. Interest is paid on loans or on debt instruments, such as notes or bonds, either at regular intervals or as part of a lump sum payment when the issue matures. Source: OCC
  • Interrogatories: Written questions asked by one party of an opposing party, who must answer them in writing under oath; a discovery device in a lawsuit.
  • 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 631.156
  • Keeping: means possessing, holding, retaining, maintaining, or having habitually in stock for sale. See Florida Statutes 633.102
  • Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
  • Legal representative: means , with respect to a natural person, the personal representative, executor, guardian, or conservator or any other person who is empowered by applicable law with the authority to act on behalf of the natural person, and, with respect to a person other than a natural person, a person who is empowered by applicable law with the authority to act on behalf of the person. See Florida Statutes 631.156
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Lien: A claim against real or personal property in satisfaction of a debt.
  • Litigation: A case, controversy, or lawsuit. Participants (plaintiffs and defendants) in lawsuits are called litigants.
  • Majority-in-interest: means those members who hold more than 50 percent of the then-current percentage or other interest in the profits of the limited liability company owned by all of its members; however, as used in ss. See Florida Statutes 631.156
  • Manager: means a person who, under the operating agreement of a manager-managed limited liability company, is responsible, alone or in concert with others, for performing the management functions stated in ss. See Florida Statutes 631.156
  • Manager-managed limited liability company: means a limited liability company that is manager-managed by virtue of the operation of…. See Florida Statutes 631.156
  • Manufacture: means the compounding, combining, producing, or making of anything or the working of anything by hand, by machinery, or by any other agency into forms suitable for use. See Florida Statutes 633.102
  • Member: means a person who:
    (a) Is a member of a limited liability company under…. See Florida Statutes 631.156
  • Member insurer: means any person who writes any kind of insurance to which this part applies under…. See Florida Statutes 631.54
  • Member insurer: means any person licensed to transact in this state any kind of insurance as set out in…. See Florida Statutes 631.714
  • Member-managed limited liability company: means a limited liability company that is not a manager-managed limited liability company. See Florida Statutes 631.156
  • Merger: means a transaction authorized under ss. See Florida Statutes 631.156
  • Merging entity: means an entity that is a party to a merger and exists immediately before the merger becomes effective. See Florida Statutes 631.156
  • Misdemeanor: Usually a petty offense, a less serious crime than a felony, punishable by less than a year of confinement.
  • Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
  • Net direct written premiums: means direct gross premiums written in this state on insurance policies to which this part applies, less return premiums thereon and dividends paid or credited to policyholders on such direct business. See Florida Statutes 631.54
  • Nolo contendere: No contest-has the same effect as a plea of guilty, as far as the criminal sentence is concerned, but may not be considered as an admission of guilt for any other purpose.
  • Non-United States entity: means a foreign entity other than an entity with a jurisdiction of formation that is not a state. See Florida Statutes 631.156
  • oath: includes affirmations. See Florida Statutes 88.6011
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • Operating agreement: means an agreement, whether referred to as an operating agreement or not, which may be oral, implied, in a record, or in any combination thereof, of the members of a limited liability company, including a sole member, concerning the matters described in…. See Florida Statutes 631.156
  • Organic law: means the law of the jurisdiction in which an entity was formed. See Florida Statutes 631.156
  • Organic rules: means the public organic record and private organic rules of an entity. See Florida Statutes 631.156
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • person: includes individuals, children, firms, associations, joint adventures, partnerships, estates, trusts, business trusts, syndicates, fiduciaries, corporations, and all other groups or combinations. See Florida Statutes 88.6011
  • Person: means an individual, business corporation, nonprofit corporation, partnership, limited partnership, limited liability company, limited cooperative association, unincorporated nonprofit association, statutory trust, business trust, common law business trust, estate, trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or another legal or commercial entity. See Florida Statutes 631.156
  • Person: means individuals, children, firms, associations, joint ventures, partnerships, estates, trusts, business trusts, syndicates, fiduciaries, corporations, and all other groups or combinations. See Florida Statutes 631.54
  • Person: means any individual, corporation, partnership, association, or voluntary organization. See Florida Statutes 631.714
  • Person: means any individual, corporation, partnership, association, or voluntary organization. See Florida Statutes 631.814
  • Personal property: All property that is not real property.
  • Plaintiff: The person who files the complaint in a civil lawsuit.
  • 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 631.156
  • Plan: means the Florida Health Maintenance Organization Consumer Assistance Plan created by this part. See Florida Statutes 631.814
  • Plan of conversion: means a plan under…. See Florida Statutes 631.156
  • Plan of domestication: means a plan under…. See Florida Statutes 631.156
  • Plan of interest exchange: means a plan under…. See Florida Statutes 631.156
  • Plan of merger: means a plan under…. See Florida Statutes 631.156
  • political subdivision: include counties, cities, towns, villages, special tax school districts, special road and bridge districts, bridge districts, and all other districts in this state. See Florida Statutes 88.6011
  • Power of attorney: A written instrument which authorizes one person to act as another's agent or attorney. The power of attorney may be for a definite, specific act, or it may be general in nature. The terms of the written power of attorney may specify when it will expire. If not, the power of attorney usually expires when the person granting it dies. Source: OCC
  • Precedent: A court decision in an earlier case with facts and law similar to a dispute currently before a court. Precedent will ordinarily govern the decision of a later similar case, unless a party can show that it was wrongly decided or that it differed in some significant way.
  • Preengineered system: means a fire suppression system which:
  • Premium: means any direct gross insurance premium and any annuity consideration written on covered policies, less return premium and consideration thereon and dividends paid or credited to policyholders on such direct business. See Florida Statutes 631.714
  • Principal office: means the principal executive office of a limited liability company or foreign limited liability company, regardless of whether the office is located in this state. See Florida Statutes 631.156
  • Private organic rules: means the rules, whether or not in a record, which govern the internal affairs of an entity, are binding on all its interest holders, and are not part of its public organic record, if any. See Florida Statutes 631.156
  • Probable cause: A reasonable ground for belief that the offender violated a specific law.
  • Probation: A sentencing alternative to imprisonment in which the court releases convicted defendants under supervision as long as certain conditions are observed.
  • Property: means all property, whether real, personal, mixed, tangible, or intangible, or a right or interest therein. See Florida Statutes 631.156
  • Prosecute: To charge someone with a crime. A prosecutor tries a criminal case on behalf of the government.
  • Protected agreement: means :
    (a) A record evidencing indebtedness and any related agreement in effect on January 1, 2014;
    (b) An agreement that is binding on an entity on January 1, 2014;
    (c) The organic rules of an entity in effect on January 1, 2014; or
    (d) An agreement that is binding on any of the governors or interest holders of an entity on January 1, 2014. See Florida Statutes 631.156
  • 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 631.156
  • Quorum: The number of legislators that must be present to do business.
  • Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
  • Registered foreign entity: means a foreign entity that is authorized to transact business in this state pursuant to a record filed with the department. See Florida Statutes 631.156
  • Registered foreign limited liability company: means a foreign limited liability company that has a certificate of authority to transact business in this state pursuant to a record filed with the department. See Florida Statutes 631.156
  • Remainder: An interest in property that takes effect in the future at a specified time or after the occurrence of some event, such as the death of a life tenant.
  • Rescission: The cancellation of budget authority previously provided by Congress. The Impoundment Control Act of 1974 specifies that the President may propose to Congress that funds be rescinded. If both Houses have not approved a rescission proposal (by passing legislation) within 45 days of continuous session, any funds being withheld must be made available for obligation.
  • Resident: means any person who resides in this state at the time a member insurer is determined to be an impaired or insolvent insurer and to whom contractual obligations are owed by such impaired or insolvent member insurer. See Florida Statutes 631.714
  • Restitution: The court-ordered payment of money by the defendant to the victim for damages caused by the criminal action.
  • right of contribution: means property or a benefit described in…. See Florida Statutes 631.156
  • Sale: means the act of selling; the act whereby the ownership of property is transferred from one person to another for a sum of money or, loosely, for any consideration. See Florida Statutes 633.102
  • Self-insurance fund: means a group self-insurance fund authorized under…. See Florida Statutes 631.904
  • Service of process: The service of writs or summonses to the appropriate party.
  • Settlement: Parties to a lawsuit resolve their difference without having a trial. Settlements often involve the payment of compensation by one party in satisfaction of the other party's claims.
  • 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 631.156
  • Sprinkler system: means a type of fire protection system, manual or automatic, using water as an extinguishing agent and installed in accordance with applicable National Fire Protection Association standards. See Florida Statutes 633.102
  • State: means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or a territory or insular possession subject to the jurisdiction of the United States. See Florida Statutes 631.156
  • Statute: A law passed by a legislature.
  • Statute of limitations: A law that sets the time within which parties must take action to enforce their rights.
  • Subpoena: A command to a witness to appear and give testimony.
  • Subscriber: means any resident of this state who is enrolled for benefits provided by an HMO and who makes premium payments or for whom premium payments are made. See Florida Statutes 631.814
  • Summons: Another word for subpoena used by the criminal justice system.
  • Surviving entity: means the entity that continues in existence after or is created by a merger. See Florida Statutes 631.156
  • Suspension: means the temporary withdrawal of a license, certificate, or permit issued pursuant to this chapter. See Florida Statutes 633.102
  • Temporary restraining order: Prohibits a person from an action that is likely to cause irreparable harm. This differs from an injunction in that it may be granted immediately, without notice to the opposing party, and without a hearing. It is intended to last only until a hearing can be held.
  • Testify: Answer questions in court.
  • Testimony: Evidence presented orally by witnesses during trials or before grand juries.
  • Transcript: A written, word-for-word record of what was said, either in a proceeding such as a trial or during some other conversation, as in a transcript of a hearing or oral deposition.
  • Transfer: includes :
    (a) An assignment. See Florida Statutes 631.156
  • Transferable interest: means the right, as initially owned by a person in the person's capacity as a member, to receive distributions from a limited liability company in accordance with the operating agreement, whether the person remains a member or continues to own a part of the right. See Florida Statutes 631.156
  • Transferee: means a person to which all or part of a transferable interest is transferred, whether or not the transferor is a member. See Florida Statutes 631.156
  • Trial: A hearing that takes place when the defendant pleads "not guilty" and witnesses are required to come to court to give evidence.
  • Trustee: A person or institution holding and administering property in trust.
  • 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 631.156
  • Uniform firesafety standard: means a requirement or group of requirements for the protection of life and property from loss by fire which shall be met by every building and structure specified in…. See Florida Statutes 633.102
  • Use: means application, employment; that enjoyment of property which consists of its employment, occupation, exercise, or practice. See Florida Statutes 633.102
  • Venue: The geographical location in which a case is tried.
  • Verdict: The decision of a petit jury or a judge.
  • Volunteer firefighter: means an individual who holds a current and valid Volunteer Firefighter Certificate of Completion issued by the division under…. See Florida Statutes 633.102
  • writing: includes handwriting, printing, typewriting, and all other methods and means of forming letters and characters upon paper, stone, wood, or other materials. See Florida Statutes 88.6011
  • Writing: means printing, typewriting, electronic communication, or other intentional communication that is reducible to a tangible form. See Florida Statutes 631.156