Terms Used In Florida Statutes > Chapter 627 > Part XIV - Variable or Indeterminate Value Contracts

• 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
• 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.
• 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.
• 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.
• 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}
• 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.
• Contract: A legal written agreement that becomes binding when signed.
• Conversion: means a transaction authorized under ss. See Florida Statutes 605.0102
• Converting entity: means the domestic entity that approves a plan of conversion pursuant to…. See Florida Statutes 605.0102
• 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.
• 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.
• Department: means the Department of State. 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
• 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
• Entity: means :
  1. See Florida Statutes 605.0102
• 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}
• Executor: A male person named in a will to carry out the decedent
• Fiduciary: A trustee, executor, or administrator.
• 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
• 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}
• 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 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}
• 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}
• Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
• Litigation: A case, controversy, or lawsuit. Participants (plaintiffs and defendants) in lawsuits are called litigants.
• 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
• Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
• 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 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
• 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: 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.
• 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}
• 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
• 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
• 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
• 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
• 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.
• Surviving entity: means the entity that continues in existence after or is created by a merger. See Florida Statutes 605.0102
• 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
• 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
• Writing: means printing, typewriting, electronic communication, or other intentional communication that is reducible to a tangible form. See Florida Statutes 605.0102