§ 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
§ 605.01125 Reserved 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 certified 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
§ 605.09091 Judicial review of denial of reinstatement
§ 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 - Florida Revised Limited Liability Company Act

  • 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
  • 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.
  • Affiliated company: means a company in the same corporate system as a parent, an industrial insured, or a member organization by virtue of common ownership, control, operation, or management. See Florida Statutes 628.901
  • 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.
  • 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
  • Articles of conversion: means the articles of conversion required under…. See Florida Statutes 605.0102
  • Articles of domestication: means the articles of domestication required under…. See Florida Statutes 605.0102
  • Articles of interest exchange: means the articles of interest exchange required under…. See Florida Statutes 605.0102
  • Articles of merger: means the articles of merger required under…. See Florida Statutes 605.0102
  • Articles of organization: means the articles of organization required under…. See Florida Statutes 605.0102
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • 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 605.0102
  • 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.
  • Business day: means Monday through Friday, excluding any day that a national banking association is not open for normal business transactions. See Florida Statutes 605.0102
  • Captive insurance company: means a domestic insurer established under this part. See Florida Statutes 628.901
  • Captive reinsurance company: means a reinsurance company that is formed and licensed under this part and is wholly owned by a qualifying reinsurance parent company. See Florida Statutes 628.901
  • Civil forfeiture: The loss of ownership of property used to conduct illegal activity.
  • 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.
  • Consolidated debt to total capital ratio: means the ratio of the sum of all debts and hybrid capital instruments as described in paragraph (a) to total capital as described in paragraph (b). See Florida Statutes 628.901
  • Continuance: Putting off of a hearing ot trial until a later time.
  • Contract: A legal written agreement that becomes binding when signed.
  • Controlled unaffiliated business: means a company:
    (a) That is not in the corporate system of a parent and affiliated companies;
    (b) That has an existing contractual relationship with a parent or affiliated company; and
    (c) Whose risks are managed by a captive insurance company in accordance with…. See Florida Statutes 628.901
  • 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
  • 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.
  • Counterclaim: A claim that a defendant makes against a plaintiff.
  • Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
  • Day: means a calendar day. See Florida Statutes 605.0102
  • 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 605.0102
  • Dependent: A person dependent for support upon another.
  • 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 605.0102
  • Distributional interest: means the right under an unincorporated entity's organic law and organic rules to receive distributions from the entity. See Florida Statutes 605.0102
  • Docket: A log containing brief entries of court proceedings.
  • Domesticated limited liability company: means the domesticating entity as it continues in existence after a domestication. See Florida Statutes 605.0102
  • Domesticating entity: means a non-United States entity that approves a domestication pursuant to the law of its jurisdiction of formation. See Florida Statutes 605.0102
  • Domestication: means a transaction authorized under ss. See Florida Statutes 605.0102
  • Donor: The person who makes a gift.
  • Embezzlement: In most states, embezzlement is defined as theft/larceny of assets (money or property) by a person in a position of trust or responsibility over those assets. Embezzlement typically occurs in the employment and corporate settings. Source: OCC
  • 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
  • Escrow: Money given to a third party to be held for payment until certain conditions are met.
  • 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
  • Fair market value: The price at which an asset would change hands in a transaction between a willing, informed buyer and a willing, informed seller.
  • Federal Reserve System: The central bank of the United States. The Fed, as it is commonly called, regulates the U.S. monetary and financial system. The Federal Reserve System is composed of a central governmental agency in Washington, D.C. (the Board of Governors) and twelve regional Federal Reserve Banks in major cities throughout the United States. Source: OCC
  • 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 605.0102
  • 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 605.0102
  • Forgery: The fraudulent signing or alteration of another's name to an instrument such as a deed, mortgage, or check. The intent of the forgery is to deceive or defraud. Source: OCC
  • Fraud: Intentional deception resulting in injury to another.
  • GAAP: means generally accepted accounting principles. See Florida Statutes 628.901
  • 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
  • Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
  • Governance interest: means a right under the organic law or organic rules of an unincorporated entity, other than as a governor, agent, assignee, or proxy, to:
    (a) Receive or demand access to information concerning an entity or its books and records;
    (b) Vote for or consent to the election of the governors of the entity; or
    (c) Receive notice of, vote on, or consent to an issue involving the internal affairs of the entity. See Florida Statutes 605.0102
  • 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 605.0102
  • 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.
  • 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
  • Industrial insured: means an insured that:
    (a) Has gross assets in excess of $50 million;
    (b) Procures insurance through the use of a full-time employee of the insured who acts as an insurance manager or buyer or through the services of a person licensed as a property and casualty insurance agent, broker, or consultant in such person's state of domicile;
    (c) Has at least 100 full-time employees; and
    (d) Pays annual premiums of at least $200,000 for each line of insurance purchased from the industrial insured captive insurance company or at least $75,000 for any line of coverage in excess of at least $25 million in the annual aggregate. See Florida Statutes 628.901
  • Industrial insured captive insurance company: means a company that provides insurance only to the industrial insureds that are its stockholders or members, and affiliates thereof, or to the stockholders, and affiliates thereof, of its parent corporation. See Florida Statutes 628.901
  • Injunction: An order of the court prohibiting (or compelling) the performance of a specific act to prevent irreparable damage or injury.
  • 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 605.0102
  • Interest exchange: means a transaction authorized under ss. 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
  • 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
  • Intermediate holding company: means :
    (a) A holding company that is a subsidiary of a mutual insurance holding company, and which directly or through a subsidiary intermediate holding company owns a majority of the voting shares of the capital stock of one or more subsidiary insurance companies; or
    (b) A holding company that is a not-for-profit corporation and a subsidiary of a mutual insurance holding company, of which a majority of the voting membership interests entitled to elect the board of directors of such corporation are owned, directly or through a subsidiary intermediate holding company, by the mutual insurance holding company. See Florida Statutes 628.703
  • 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 605.0102
  • 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 605.0102
  • 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 of the voting shares of the capital stock: means the shares of the capital stock of such company which carry the right to cast a majority of the votes entitled to be cast by all of the outstanding shares of the capital stock for the election of directors. See Florida Statutes 628.703
  • 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 605.0102
  • 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 605.0102
  • Manager-managed limited liability company: means a limited liability company that is manager-managed by virtue of the operation of…. 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
  • Member-managed limited liability company: means a limited liability company that is not a manager-managed limited liability company. See Florida Statutes 605.0102
  • Merger: means a transaction authorized under ss. See Florida Statutes 605.0102
  • Merging entity: means an entity that is a party to a merger and exists immediately before the merger becomes effective. See Florida Statutes 605.0102
  • 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.
  • Mutual insurance holding company: means an incorporated entity without permanent capital stock which is organized under this part and whose members are determined in accordance with this part. See Florida Statutes 628.703
  • National Bank: A bank that is subject to the supervision of the Comptroller of the Currency. The Office of the Comptroller of the Currency is a bureau of the U.S. Treasury Department. A national bank can be recognized because it must have "national" or "national association" in its name. Source: OCC
  • 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.
  • Nonprofit health care plan: means a not-for-profit domestic or foreign hospital or medical and surgical service plan or corporation that is licensed in one or more states, issues no capital stock, and is engaged in the business of providing prepaid indemnity or health care benefits. See Florida Statutes 628.703
  • oath: includes affirmations. See Florida Statutes 1.01
  • Oath: A promise to tell the truth.
  • 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.
  • Office: means the Office of Insurance Regulation. See Florida Statutes 628.901
  • 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 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
  • Oversight: Committee review of the activities of a Federal agency or program.
  • Paid premiums: means all premiums paid for insurance by a member of a mutual insurance holding company to a subsidiary insurance company. See Florida Statutes 628.703
  • Parent: means any corporation, limited liability company, partnership, or individual that directly or indirectly owns, controls, or holds with power to vote more than 50 percent of the outstanding voting interests of a captive insurance company. See Florida Statutes 628.901
  • 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 1.01
  • 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 605.0102
  • 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 605.0102
  • Plan of conversion: means a plan under…. See Florida Statutes 605.0102
  • Plan of domestication: means a plan under…. See Florida Statutes 605.0102
  • Plan of interest exchange: means a plan under…. See Florida Statutes 605.0102
  • Plan of merger: means a plan under…. See Florida Statutes 605.0102
  • 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 1.01
  • 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.
  • 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 605.0102
  • 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 605.0102
  • Property: means all property, whether real, personal, mixed, tangible, or intangible, or a right or interest therein. See Florida Statutes 605.0102
  • 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 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
  • Pure captive insurance company: means a company that insures risks of its parent, affiliated companies, controlled unaffiliated businesses, or a combination thereof. See Florida Statutes 628.901
  • 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 605.0102
  • 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 605.0102
  • registered mail: include certified mail with return receipt requested. See Florida Statutes 1.01
  • 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.
  • right of contribution: means property or a benefit described in…. See Florida Statutes 605.0102
  • 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 605.0102
  • Special purpose captive insurance company: means a captive insurance company that is formed or licensed under this chapter that does not meet the definition of any other type of captive insurance company defined in this section. See Florida Statutes 628.901
  • 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 605.0102
  • 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.
  • Subsidiary insurance company: means :
    (a) A stock insurance company, of which the majority of the voting shares of the capital stock are at all times owned by a mutual insurance holding company. See Florida Statutes 628.703
  • 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 605.0102
  • 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 605.0102
  • 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 605.0102
  • 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 605.0102
  • Treasury rates: means the United States Treasury STRIPS asked yield as published in the Wall Street Journal as of a balance sheet date. See Florida Statutes 628.901
  • 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 605.0102
  • Venue: The geographical location in which a case is tried.
  • 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 1.01
  • Writing: means printing, typewriting, electronic communication, or other intentional communication that is reducible to a tangible form. See Florida Statutes 605.0102