Florida Statutes 605.1054 – Amendment or abandonment of plan of domestication
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(1) A plan of domestication of a domesticating entity may be amended:
(a) In the same manner as the plan was approved if the plan does not provide for the manner in which it may be amended; or
Terms Used In Florida Statutes 605.1054
- 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.
- Articles of domestication: means the articles of domestication required under…. See Florida Statutes 605.0102
- Department: means the Department of State. 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
- 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 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- 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
- 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 domestication: means a plan under…. 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
- 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
(b) By the interest holders of the domesticating entity in the manner provided in the plan, but an owner who was entitled to vote on or consent to approval of the domestication is entitled to vote on or consent to any amendment of the plan that will change:1. If applicable, the amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by the interest holders of the domesticating entity under the plan;2. The public organic record, if any, or private organic rules of the domesticated limited liability company which will be in effect immediately after the domestication becomes effective except for changes that do not require approval of the interest holders of the domesticating entity under its organic law or organic rules; or3. Any other terms or conditions of the plan, if the change would adversely affect the interest holder in any material respect.(2) After a plan of domestication has been approved and before the articles of domestication become effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, the domesticating entity may abandon the plan in the same manner as the plan was approved.(3) If a plan of domestication is abandoned after articles of domestication have been delivered to the department for filing and before such articles of domestication have become effective, a statement of abandonment, signed by the domesticating entity, must be delivered to the department for filing before the articles of domestication become effective. The statement of abandonment takes effect on filing, and the domestication is abandoned and does not become effective. The statement of abandonment must contain the following:(a) The name of the domesticating entity.(b) The date on which the articles of domestication were delivered to the department for filing.(c) A statement that the domestication has been abandoned in accordance with this section.