Florida Statutes 605.1031 – Interest exchange authorized
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(1) By complying with the provisions this section and of ss. 605.1032–605.1036:
(a) A domestic limited liability company may acquire all of one or more classes or series of interests of another domestic or foreign entity, or rights to acquire one or more classes or series of any such interests, in exchange for interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing; or
Terms Used In Florida Statutes 605.1031
- 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
- Entity: means :1. See Florida Statutes 605.0102
- Interest: means :
(a) A share in a business corporation;(b) A membership in a nonprofit corporation;(c) A partnership interest in a general partnership;(d) A partnership interest in a limited partnership;(e) A membership interest in a limited liability company;(f) A share or beneficial interest in a real estate investment trust;(g) A member's interest in a limited cooperative association;(h) A beneficial interest in a statutory trust, business trust, or common law business trust; or(i) A governance interest or distributional interest in another entity. See Florida Statutes 605.0102- Interest exchange: means a transaction authorized under ss. See Florida Statutes 605.0102
- 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.
- Merger: means a transaction authorized under ss. See Florida Statutes 605.0102
- Organic law: means the law of the jurisdiction in which an entity was formed. 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(b) All of one or more classes or series of interests of a domestic limited liability company or rights to acquire one or more classes or series of any such interests may be acquired by another domestic or foreign entity in exchange for interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing.(2) By complying with the provisions of this section and ss. 605.1032–605.1036 which are applicable to foreign entities, a foreign entity may be the acquiring or acquired entity in an interest exchange completed under the provisions of this section and ss. 605.1032–605.1036 if the interest exchange is authorized by the organic law in the foreign entity’s jurisdiction of formation.(3) If a protected agreement contains a provision that applies to a merger of a domestic limited liability company but does not refer to an interest exchange, the provision applies to an interest exchange in which the domestic limited liability company is the acquired entity as if the interest exchange were a merger until the provision is amended after January 1, 2014.