Terms Used In Florida Statutes > Chapter 628 > Part I - Stock and Mutual Insurers: Organization and Corporate Procedures

• 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
• 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.
• Appraisal: A determination of property value.
• 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.
• 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
• Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
• Continuance: Putting off of a hearing ot trial until a later time.
• Contract: A legal written agreement that becomes binding when signed.
• 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.
• Day: means a calendar day. See Florida Statutes 605.0102
• Department: means the Department of State. See Florida Statutes 605.0102
• Discovery: Lawyers' examination, before trial, of facts and documents in possession of the opponents to help the lawyers prepare for trial.
• 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
• 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.
• 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}
• 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.
• 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.
• 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.
• 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
• Fraud: Intentional deception resulting in injury to another.
• 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
• Injunction: An order of the court prohibiting (or compelling) the performance of a specific act to prevent irreparable damage or injury.
• 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:

  1. See Florida Statutes 605.0102
• 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
• Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
• 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
• Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
• 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.
• 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: 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.
• 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
• 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
• 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 mail: includes certified mail with return receipt requested. See Florida Statutes 1.01
• 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
• 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.
• Subpoena: A command to a witness to appear and give testimony.
• 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
• 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
• 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
• Writing: means printing, typewriting, electronic communication, or other intentional communication that is reducible to a tangible form. See Florida Statutes 605.0102
• 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