Bill Amendment: FL S0554 | 2015 | Regular Session
NOTE: For additional amemendments please see the Bill Drafting List
Bill Title: Limited Liability Companies
Status: 2015-04-22 - Laid on Table, companion bill(s) passed, see CS/CS/CS/HB 531 (Ch. 2015-148) [S0554 Detail]
Download: Florida-2015-S0554-Senate_Committee_Amendment_447026.html
Bill Title: Limited Liability Companies
Status: 2015-04-22 - Laid on Table, companion bill(s) passed, see CS/CS/CS/HB 531 (Ch. 2015-148) [S0554 Detail]
Download: Florida-2015-S0554-Senate_Committee_Amendment_447026.html
Florida Senate - 2015 COMMITTEE AMENDMENT Bill No. CS for SB 554 Ì447026$Î447026 LEGISLATIVE ACTION Senate . House . . . . . ————————————————————————————————————————————————————————————————— ————————————————————————————————————————————————————————————————— The Committee on Judiciary (Simmons) recommended the following: 1 Senate Amendment (with title amendment) 2 3 Delete lines 42 - 469 4 and insert: 5 Section 1. Paragraph (b) of subsection (4) of section 6 605.0103, Florida Statutes, is amended to read: 7 605.0103 Knowledge; notice.— 8 (4) A person who is not a member is deemed to: 9 (b) Have notice of a limited liability company’s: 10 1. Dissolution, 90 days after the articles of dissolution 11 filed under s. 605.0707 become effective; 12 2. Termination, 90 days after a statement of termination 13 filed under s. 605.0709(7) becomes effective; 14 3. Participation in a merger, interest exchange, 15 conversion, or domestication, 90 days after the articles of 16 merger, articles of interest exchange, articles of conversion, 17 or articles of domestication under s. 605.1025, s. 605.1035, s. 18 605.1045, or s. 605.1055, respectively, become effective; 19 4. Declaration in its articles of organization that it is 20 manager-managed in accordance with s. 605.0201(3)(a); however, 21 if such a declaration has been added or changed by an amendment 22 or amendment and restatement of the articles of organization, 23 notice of the addition or change may not become effective until 24 90 days after the effective date of such amendment or amendment 25 and restatement; and 26 5. Grant of authority to or limitation imposed on the 27 authority of a person holding a position or having a specified 28 status in a company, or grant of authority to or limitation 29 imposed on the authority of a specific person, if the grant of 30 authority or limitation imposed on the authority is described in 31 the articles of organization in accordance with s. 32 605.0201(3)(d); however, if that description has been added or 33 changed by an amendment or an amendment and restatement of the 34 articles of organization, notice of the addition or change may 35 not become effective until 90 days after the effective date of 36 such amendment or amendment and restatement. A provision of the 37 articles of organization that limits the authority of a person 38 to transfer real property held in the name of the limited 39 liability company is not notice of such limitation to a person 40 who is not a member or manager of the company, unless such 41 limitation appears in an affidavit, certificate, or other 42 instrument that bears the name of the limited liability company 43 and is recorded in the office for recording transfers of such 44 real property. 45 Section 2. Paragraph (i) of subsection (3) of section 46 605.0105, Florida Statutes, is amended to read: 47 605.0105 Operating agreement; scope, function, and 48 limitations.— 49 (3) An operating agreement may not do any of the following: 50(i) Vary the power of a person to dissociate under s.51605.0601, except to require that the notice under s. 605.0602(1)52be in a record.53 Section 3. Subsection (4) of section 605.04073, Florida 54 Statutes, is amended to read: 55 605.04073 Voting rights of members and managers.— 56 (4) An action requiring the vote or consent of members 57 under this chapter may be taken without a meeting if the action 58 is approved in a record by members with at least the minimum 59 number of votes that would be necessary to authorize or take the 60 action at a meeting of the members., andA member may appoint a 61 proxy or other agent to vote or consent for the member by 62 signing an appointing record, personally or by the member’s 63 agent. On an action taken by fewer than all of the members 64 without a meeting, notice of the action must be given to those 65 members who did not consent in writing to the action or who were 66 not entitled to vote on the action within 10 days after the 67 action was taken. 68 Section 4. Subsection (2), paragraph (a) of subsection (3), 69 and subsection (4) of section 605.0410, Florida Statutes, are 70 amended to read: 71 605.0410 Records to be kept; rights of member, manager, and 72 person dissociated to information.— 73 (2) In a member-managed limited liability company, the 74 following rules apply: 75 (a) Upon reasonable notice, a member may inspect and copy 76 during regular business hours, at a reasonable location 77 specified by the company: 78 1. The records described in subsection (1); and 79 2. Each other record maintained by the company regarding 80 the company’s activities, affairs, financial condition, and 81 other circumstances, to the extent the information is material 82 to the member’s rights and duties under the operating agreement 83 or this chapter. 84 (b) The company shall furnish to each member: 85 1. Without demand, any information concerning the company’s 86 activities, affairs, financial condition, and other 87 circumstances that the company knows and is material to the 88 proper exercise of the member’s rights and duties under the 89 operating agreement or this chapter, except to the extent the 90 company can establish that it reasonably believes the member 91 already knows the information; and 92 2. On demand, other information concerning the company’s 93 activities, affairs, financial condition, and other 94 circumstances, except to the extent the demand or information 95 demanded is unreasonable or otherwise improper under the 96 circumstances. 97 (c) Within 10 days after receiving a demand pursuant to 98 subparagraph (b)2., the company shall provide to the member who 99 made the demand a record of: 100 1. The information that the company will provide in 101 response to the demand and when and where the company will 102 provide such information. 103 2. For any demanded information that the company is not 104 providing, the reasons that the company will not provide the 105 information. 106 (d)(c)The duty to furnish information under this 107 subsection also applies to each member to the extent the member 108 knows any of the information described in this subsection. 109 (3) In a manager-managed limited liability company, the 110 following rules apply: 111 (a) The informational rights stated in subsection (2) and 112 the duty stated in paragraph (2)(d)(2)(c)apply to the managers 113 and not to the members. 114 (4) Subject to subsection (10)(9), on 10 days’ demand made 115 in a record received by a limited liability company, a person 116 dissociated as a member may have access to information to which 117 the person was entitled while a member if: 118 (a) The information pertains to the period during which the 119 person was a member; 120 (b) The person seeks the information in good faith; and 121 (c) The person satisfies the requirements imposed on a 122 member by paragraph (3)(b). 123 Section 5. Section 605.0715, Florida Statutes, is amended 124 to read: 125 605.0715 Reinstatement.— 126 (1) A limited liability company that is administratively 127 dissolved under s. 605.0714 or former s. 608.4481 may apply to 128 the department for reinstatement at any time after the effective 129 date of dissolution. The company must submita form of130application for reinstatement prescribed and furnished by the131department and provide all of the information required by the132department, together withall fees and penalties then owed by 133 the company at the rates provided by law at the time the company 134 applies for reinstatement together with an application for 135 reinstatement prescribed and furnished by the department, which 136 is signed by both the registered agent and an authorized 137 representative of the company and states: 138 (a) The name of the limited liability company. 139 (b) The street address of the company’s principal office 140 and mailing address. 141 (c) The date of the company’s organization. 142 (d) The company’s federal employer identification number 143 or, if none, whether one has been applied for. 144 (e) The name, title or capacity, and address of at least 145 one person who has authority to manage the company. 146 (f) Additional information that is necessary or appropriate 147 to enable the department to carry out this chapter. 148 (2) In lieu of the requirement to file an application for 149 reinstatement as described in subsection (1), an 150 administratively dissolved limited liability company may submit 151 all fees and penalties owed by the company at the rates provided 152 by law at the time the company applies for reinstatement, 153 together with a current annual report, signed by both the 154 registered agent and an authorized representative of the 155 company, which contains the information described in subsection 156 (1). 157 (3)(2)If the department determines that an application for 158 reinstatement contains the information required under subsection 159 (1) or subsection (2) and that the information is correct, upon 160 payment of all required fees and penalties, the department shall 161 reinstate the limited liability company. 162 (4)(3)When reinstatement under this section becomes 163 effective: 164 (a) The reinstatement relates back to and takes effect as 165 of the effective date of the administrative dissolution. 166 (b) The limited liability company may resume its activities 167 and affairs as if the administrative dissolution had not 168 occurred. 169 (c) The rights of a person arising out of an act or 170 omission in reliance on the dissolution before the person knew 171 or had notice of the reinstatement are not affected. 172 (5)(4)The name of the dissolved limited liability company 173 is not available for assumption or use by another business 174 entity until 1 year after the effective date of dissolution 175 unless the dissolved limited liability company provides the 176 department with a record executed as required pursuant to s. 177 605.0203 permitting the immediate assumption or use of the name 178 by another limited liability company. 179 Section 6. Section 605.0909, Florida Statutes, is amended 180 to read: 181 605.0909 Reinstatement following revocation of certificate 182 of authority.— 183 (1) A foreign limited liability company whose certificate 184 of authority has been revoked may apply to the department for 185 reinstatement at any time after the effective date of the 186 revocation. The foreign limited liability company applying for 187 reinstatement must submitprovide information in a form188prescribed and furnished by the department and payall fees and 189 penalties then owed by the foreign limited liability company at 190 rates provided by law at the time the foreign limited liability 191 company applies for reinstatement together with an application 192 for reinstatement prescribed and furnished by the department, 193 which is signed by both the registered agent and an authorized 194 representative of the company and states: 195 (a) The name under which the foreign limited liability 196 company is registered to transact business in this state. 197 (b) The street address of the company’s principal office 198 and its mailing address. 199 (c) The jurisdiction of the company’s formation and the 200 date on which it became qualified to transact business in this 201 state. 202 (d) The company’s federal employer identification number 203 or, if none, whether one has been applied for. 204 (e) The name, title or capacity, and address of at least 205 one person who has authority to manage the company. 206 (f) Additional information that is necessary or appropriate 207 to enable the department to carry out this chapter. 208 (2) In lieu of the requirement to file an application for 209 reinstatement as described in subsection (1), a foreign limited 210 liability company whose certificate of authority has been 211 revoked may submit all fees and penalties owed by the company at 212 the rates provided by law at the time the company applies for 213 reinstatement, together with a current annual report, signed by 214 both the registered agent and an authorized representative of 215 the company, which contains the information described in 216 subsection (1). 217 (3)(2)If the department determines that an application for 218 reinstatement contains the information required under subsection 219 (1) or subsection (2) and that the information is correct, upon 220 payment of all required fees and penalties, the department shall 221 reinstate the foreign limited liability company’s certificate of 222 authority. 223 (4)(3)When a reinstatement becomes effective, it relates 224 back to and takes effect as of the effective date of the 225 revocation of authority and the foreign limited liability 226 company may resume its activities in this state as if the 227 revocation of authority had not occurred. 228 (5)(4)The name of the foreign limited liability company 229 whose certificate of authority has been revoked is not available 230 for assumption or use by another business entity until 1 year 231 after the effective date of revocation of authority unless the 232 limited liability company provides the department with a record 233 executed pursuant to s. 605.0203 which authorizes the immediate 234 assumption or use of its name by another limited liability 235 company. 236 (6)(5)If the name of the foreign limited liability company 237 applying for reinstatement has been lawfully assumed in this 238 state by another business entity, the department shall require 239 the foreign limited liability company to comply with s. 605.0906 240 before accepting its application for reinstatement. 241 Section 7. Paragraph (c) of subsection (2) of section 242 605.1072, Florida Statutes, is amended to read: 243 605.1072 Other remedies limited.— 244 (2) Subsection (1) does not apply to an appraisal event 245 that: 246(c) Is an interested transaction, unless it has been247approved in the same manner as is provided in s. 605.04092 or is248fair to the limited liability company as defined in s.249605.04092(1)(c).250 Section 8. Subsection (3) of section 605.1108, Florida 251 Statutes, is amended to read: 252 605.1108 Application to limited liability company formed 253 under the Florida Limited Liability Company Act.— 254 (3) For the purpose of applying this chapter to a limited 255 liability company formed before January 1, 2014, under the 256 Florida Limited Liability Company Act, former ss. 608.401 257 608.705,:258(a)the company’s articles of organization are deemed to be 259 the company’s articles of organization under this chapter; and260(b) For the purpose of applying s. 605.0102(39), the261language in the company’s articles of organization designating262the company’s management structure operates as if that language263were in the operating agreement. 264 Section 9. Effective upon this act becoming a law, chapter 265 608, Florida Statutes, consisting of sections 608.401, 608.402, 266 608.403, 608.404, 608.405, 608.406, 608.407, 608.408, 608.4081, 267 608.4082, 608.409, 608.4101, 608.411, 608.4115, 608.415, 268 608.416, 608.4211, 608.422, 608.4225, 608.4226, 608.4227, 269 608.4228, 608.4229, 608.423, 608.4231, 608.4232, 608.4235, 270 608.4236, 608.4237, 608.4238, 608.425, 608.426, 608.4261, 271 608.427, 608.428, 608.431, 608.432, 608.433, 608.434, 608.4351, 272 608.4352, 608.4353, 608.4354, 608.4355, 608.4356, 608.4357, 273 608.43575, 608.4358, 608.43585, 608.4359, 608.43595, 608.438, 274 608.4381, 608.4382, 608.4383, 608.439, 608.4401, 608.4402, 275 608.4403, 608.4404, 608.441, 608.4411, 608.4421, 608.4431, 276 608.444, 608.445, 608.446, 608.447, 608.448, 608.4481, 608.4482, 277 608.4483, 608.449, 608.4491, 608.4492, 608.4493, 608.4511, 278 608.452, 608.455, 608.461, 608.462, 608.463, 608.471, 608.501, 279 608.502, 608.503, 608.504, 608.505, 608.506, 608.507, 608.508, 280 608.509, 608.5101, 608.511, 608.512, 608.513, 608.5135, 608.514, 281 608.601, 608.701, 608.702, 608.703, 608.704, and 608.705, is 282 repealed. 283 Section 10. Effective upon this act becoming a law and 284 operating retroactively to January 1, 2015, subsection (3) of 285 section 15.16, Florida Statutes, is amended to read: 286 15.16 Reproduction of records; admissibility in evidence; 287 electronic receipt and transmission of records; certification; 288 acknowledgment.— 289 (3) The Department of State may cause to be received 290 electronically any records that are required to be filed with it 291 pursuant to chapter 55, chapter 117, chapter 118, chapter 495, 292 chapter 605, chapter 606, chapter 607,chapter 608,chapter 610, 293 chapter 617, chapter 620, chapter 621, chapter 679, chapter 713, 294 or chapter 865, through facsimile or other electronic transfers, 295 for the purpose of filing such records. The originals of all 296 such electronically transmitted records must be executed in the 297 manner provided in paragraph (5)(b). The receipt of such 298 electronic transfer constitutes delivery to the department as 299 required by law. The department may use electronic transmissions 300 for purposes of notice in the administration of chapters 55, 301 117, 118, 495, 605, 606, 607,608,610, 617, 620, 621, 679, and 302 713 and s. 865.09. The Department of State may collect e-mail 303 addresses for purposes of notice and communication in the 304 performance of its duties and may require filers and registrants 305 to furnish such e-mail addresses when presenting documents for 306 filing. 307 Section 11. Effective upon this act becoming a law and 308 operating retroactively to January 1, 2015, subsections (1) and 309 (2) of section 48.062, Florida Statutes, are amended to read: 310 48.062 Service on a limited liability company.— 311 (1) Process against a limited liability company, domestic 312 or foreign, may be served on the registered agent designated by 313 the limited liability company under chapter 605or chapter 608. 314 A person attempting to serve process pursuant to this subsection 315 may serve the process on any employee of the registered agent 316 during the first attempt at service even if the registered agent 317 is a natural person and is temporarily absent from his or her 318 office. 319 (2) If service cannot be made on a registered agent of the 320 limited liability company because of failure to comply with 321 chapter 605or chapter 608or because the limited liability 322 company does not have a registered agent, or if its registered 323 agent cannot with reasonable diligence be served, process 324 against the limited liability company, domestic or foreign, may 325 be served: 326 (a) On a member of a member-managed limited liability 327 company; 328 (b) On a manager of a manager-managed limited liability 329 company; or 330 (c) If a member or manager is not available during regular 331 business hours to accept service on behalf of the limited 332 liability company, he, she, or it may designate an employee of 333 the limited liability company to accept such service. After one 334 attempt to serve a member, manager, or designated employee has 335 been made, process may be served on the person in charge of the 336 limited liability company during regular business hours. 337 Section 12. Effective upon this act becoming a law and 338 operating retroactively to January 1, 2015, paragraph (c) of 339 subsection (1) of section 213.758, Florida Statutes, is amended 340 to read: 341 213.758 Transfer of tax liabilities.— 342 (1) As used in this section, the term: 343 (c) “Insider” means: 344 1. Any person included within the meaning of insider as 345 used in s. 726.102; or 346 2. A manager of,a managing member of,or a person who 347 controls a transferor that is, a limited liability company,or a 348 relative as defined in s. 726.102 of any such persons. 349 Section 13. Effective upon this act becoming a law and 350 operating retroactively to January 1, 2015, subsection (1) of 351 section 220.02, Florida Statutes, is amended to read: 352 220.02 Legislative intent.— 353 (1) It is the intent of the Legislature in enacting this 354 code to impose a tax upon all corporations, organizations, 355 associations, and other artificial entities which derive from 356 this state or from any other jurisdiction permanent and inherent 357 attributes not inherent in or available to natural persons, such 358 as perpetual life, transferable ownership represented by shares 359 or certificates, and limited liability for all owners. It is 360 intended that any limited liability company that is classified 361 as a partnership for federal income tax purposes and is defined 362 in and organized pursuant toformed underchapter 605608or 363 qualified to do business in this state as a foreign limited 364 liability company not be subject to the tax imposed by this 365 code. It is the intent of the Legislature to subject such 366 corporations and other entities to taxation hereunder for the 367 privilege of conducting business, deriving income, or existing 368 within this state. This code is not intended to tax, and shall 369 not be construed so as to tax, any natural person who engages in 370 a trade, business, or profession in this state under his or her 371 own or any fictitious name, whether individually as a 372 proprietorship or in partnership with others, or as a member or 373 a manager of a limited liability company classified as a 374 partnership for federal income tax purposes; any estate of a 375 decedent or incompetent; or any testamentary trust. However, a 376 corporation or other taxable entity which is or which becomes 377 partners with one or more natural persons shall not, merely by 378 reason of being a partner, exclude from its net income subject 379 to tax its respective share of partnership net income. This 380 statement of intent shall be given preeminent consideration in 381 any construction or interpretation of this code in order to 382 avoid any conflict between this code and the mandate in s. 5, 383 Art. VII of the State Constitution that no income tax be levied 384 upon natural persons who are residents and citizens of this 385 state. 386 Section 14. Effective upon this act becoming a law and 387 operating retroactively to January 1, 2015, paragraph (e) of 388 subsection (1) of section 220.03, Florida Statutes, is amended 389 to read: 390 220.03 Definitions.— 391 (1) SPECIFIC TERMS.—When used in this code, and when not 392 otherwise distinctly expressed or manifestly incompatible with 393 the intent thereof, the following terms shall have the following 394 meanings: 395 (e) “Corporation” includes all domestic corporations; 396 foreign corporations qualified to do business in this state or 397 actually doing business in this state; joint-stock companies; 398 limited liability companies, under chapter 605608; common-law 399 declarations of trust, under chapter 609; corporations not for 400 profit, under chapter 617; agricultural cooperative marketing 401 associations, under chapter 618; professional service 402 corporations, under chapter 621; foreign unincorporated 403 associations, under chapter 622; private school corporations, 404 under chapter 623; foreign corporations not for profit which are 405 carrying on their activities in this state; and all other 406 organizations, associations, legal entities, and artificial 407 persons which are created by or pursuant to the statutes of this 408 state, the United States, or any other state, territory, 409 possession, or jurisdiction. The term “corporation” does not 410 include proprietorships, even if using a fictitious name; 411 partnerships of any type, as such; limited liability companies 412 that are taxable as partnerships for federal income tax 413 purposes; state or public fairs or expositions, under chapter 414 616; estates of decedents or incompetents; testamentary trusts; 415 or private trusts. 416 Section 15. Effective upon this act becoming a law and 417 operating retroactively to January 1, 2015, paragraph (j) of 418 subsection (2) of section 220.13, Florida Statutes, is amended 419 to read: 420 220.13 “Adjusted federal income” defined.— 421 (2) For purposes of this section, a taxpayer’s taxable 422 income for the taxable year means taxable income as defined in 423 s. 63 of the Internal Revenue Code and properly reportable for 424 federal income tax purposes for the taxable year, but subject to 425 the limitations set forth in paragraph (1)(b) with respect to 426 the deductions provided by ss. 172 (relating to net operating 427 losses), 170(d)(2) (relating to excess charitable 428 contributions), 404(a)(1)(D) (relating to excess pension trust 429 contributions), 404(a)(3)(A) and (B) (to the extent relating to 430 excess stock bonus and profit-sharing trust contributions), and 431 1212 (relating to capital losses) of the Internal Revenue Code, 432 except that, subject to the same limitations, the term: 433 (j) “Taxable income,” in the case of a limited liability 434 company, other than a limited liability company classified as a 435 partnership for federal income tax purposes, as defined in and 436 organized pursuant to chapter 605608or qualified to do 437 business in this state as a foreign limited liability company or 438 other than a similar limited liability company classified as a 439 partnership for federal income tax purposes and created as an 440 artificial entity pursuant to the statutes of the United States 441 or any other state, territory, possession, or jurisdiction, if 442 such limited liability company or similar entity is taxable as a 443 corporation for federal income tax purposes, means taxable 444 income determined as if such limited liability company were 445 required to file or had filed a federal corporate income tax 446 return under the Internal Revenue Code; 447 Section 16. Effective upon this act becoming a law and 448 operating retroactively to January 1, 2015, section 310.181, 449 Florida Statutes, is amended to read: 450 310.181 Corporate powers.—All the rights, powers, and 451 liabilities conferred or imposed by the laws of Florida relating 452 to corporations for profit organized under part I of chapter 607 453 or under former chapter 608 before January 1, 1976, or to 454 corporations organized under chapter 621 apply to corporations 455 organized pursuant to s. 310.171. 456 Section 17. Effective upon this act becoming a law and 457 operating retroactively to January 1, 2015, subsection (9) of 458 section 440.02, Florida Statutes, is amended to read: 459 440.02 Definitions.—When used in this chapter, unless the 460 context clearly requires otherwise, the following terms shall 461 have the following meanings: 462 (9) “Corporate officer” or “officer of a corporation” means 463 any person who fills an office provided for in the corporate 464 charter or articles of incorporation filed with the Division of 465 Corporations of the Department of State or as authorized or 466 required under part I of chapter 607. The term “officer of a 467 corporation” includes a member owning at least 10 percent of a 468 limited liability company as defined in and organized pursuant 469 tocreated and approved underchapter 605608. 470 Section 18. Subsection (37) of section 605.0102, Florida 471 Statutes, is amended to read: 472 605.0102 Definitions.—As used in this chapter, the term: 473 (37) “Majority-in-interest” means those members who hold 474 more than 50 percent of the then-current percentage or other 475 interest in the profits of the limited liability company owned 476 by all of its membersand who have the right to vote; however, 477 as used in ss. 605.1001-605.1072, the term means: 478 (a) In the case of a limited liability company with only 479 one class or series of members, the holders of more than 50 480 percent of the then-current percentage or other interest in the 481 profits of the company owned by all of its members who have the 482 right to approve theamerger, interest exchange, or conversion, 483 as applicable, under the organic law or the organic rules of the 484 company; and 485 (b) In the case of a limited liability company having more 486 than one class or series of members, the holders in each class 487 or series of more than 50 percent of the then-current percentage 488 or other interest in the profits of the company owned by all of 489 the members of that class or series who have the right to 490 approve theamerger, interest exchange, or conversion, as 491 applicable, under the organic law or the organic rules of the 492 company, unless the company’s organic rules provide for the 493 approval of the transaction in a different manner. 494 Section 19. Effective upon this act becoming a law and 495 operating retroactively to January 1, 2015, subsection (3) of 496 section 605.0401, Florida Statutes, is amended to read: 497 605.0401 Becoming a member.— 498 (3) After formation of a limited liability company, a 499 person becomes a member: 500 (a) As provided in the operating agreement; 501 (b) As the result of a merger, interest exchange, 502 conversion, or domestication under ss. 605.1001-605.1072, as 503 applicable; 504 (c) With the consent of all the members; or 505 (d) As provided in s. 605.0701(3). 506 Section 20. Effective upon this act becoming a law and 507 operating retroactively to January 1, 2015, paragraph (a) of 508 subsection (1) of section 605.04074, Florida Statutes, is 509 amended to read: 510 605.04074 Agency rights of members and managers.— 511 (1) In a member-managed limited liability company, the 512 following rules apply: 513 (a) Except as provided in subsection (3), each member is an 514 agent of the limited liability company for the purpose of its 515 activities and affairs, and.an act of a member, including 516 signing an agreement or instrument of transfer in the name of 517 the company for apparently carrying on in the ordinary course of 518 the company’s activities and affairs or activities and affairs 519 of the kind carried on by the company, binds the company unless 520 the member had no authority to act for the company in the 521 particular matter and the person with whom the member was 522 dealing knew or had notice that the member lacked authority. 523 Section 21. Effective upon this act becoming a law and 524 operating retroactively to January 1, 2015, paragraph (b) of 525 subsection (2) of section 605.04091, Florida Statutes, is 526 amended to read: 527 605.04091 Standards of conduct for members and managers.— 528 (2) The duty of loyalty is limited to: 529 (b) Refraining from dealing with the company in the conduct 530 or winding up of the company’s activities and affairs as, or on 531 behalf of, a person having an interest adverse to the company, 532 except to the extent that a transaction satisfies the 533 requirements of s. 605.04092this section; and 534 Section 22. Subsection (3) of section 605.0712, Florida 535 Statutes, is amended to read: 536 605.0712 Other claims against a dissolved limited liability 537 company.— 538 (3) A claim that is not barred by this section, s.539608.0711,or another statute limiting actions,may be enforced: 540 (a) Against a dissolved limited liability company, to the 541 extent of its undistributed assets; and 542 (b) Except as otherwise provided in s. 605.0713, if assets 543 of the limited liability company have been distributed after 544 dissolution, against a member or transferee to the extent of 545 that person’s proportionate share of the claim or of the 546 company’s assets distributed to the member or transferee after 547 dissolution, whichever is less, but a person’s total liability 548 for all claims under this subsection may not exceed the total 549 amount of assets distributed to the person after dissolution. 550 Section 23. Subsection (2) of section 605.0717, Florida 551 Statutes, is amended to read: 552 605.0717 Effect of dissolution.— 553 (2) Except as provided in s. 605.0715(5)605.0715(4), the 554 name of the dissolved limited liability company is not available 555 for assumption or use by another business entity until 120 days 556 after the effective date of dissolution or filing of a statement 557 of termination, if earlier. 558 559 ================= T I T L E A M E N D M E N T ================ 560 And the title is amended as follows: 561 Delete lines 20 - 36 562 and insert: 563 demand; amending s. 605.0715, F.S.; revising which 564 materials and information a specified limited 565 liability company must submit to the Department of 566 State as part of an application for reinstatement 567 after administrative dissolution; amending s. 568 605.0909, F.S.; revising which materials and 569 information a specified limited liability company must 570 submit to the Department of State as part of an 571 application for reinstatement after revocation of 572 certificate of authority; amending s. 605.1072, F.S.; 573 deleting a provision providing an exception to the 574 limitation of remedies for appraisal events under 575 specified circumstances; amending s. 605.1108, F.S.; 576 deleting a provision requiring that, for a limited 577 liability company formed before a specified date, 578 certain language in the company’s articles of 579 organization operates as if it were in the operating 580 agreement; repealing chapter 608, F.S., relating to 581 the Florida Limited Liability Company Act; amending 582 ss. 15.16, 48.062, 213.758, 220.02, 220.03, 220.13, 583 310.181, 440.02, 605.0401, 605.04074, 605.04091, 584 606.06, 607.1108, 607.1109, 607.11101, 621.12, 585 636.204, 655.0201, 658.2953, 694.16, and 1002.395, 586 F.S.; conforming provisions to the repeal of the 587 Florida Limited Liability Company Act; providing 588 retroactive applicability; amending ss. 605.0102, 589 605.0712, 605.0717, and