(1) If a proposed appraisal event is to be submitted to a vote at a members’ meeting, the meeting notice must state that the limited liability company has concluded that the members are, are not, or may be entitled to assert appraisal rights under this chapter.
(2) If the limited liability company concludes that appraisal rights are or may be available, a copy of ss. 605.1006 and 605.1061-605.1072 must accompany the meeting notice sent to those record members who are or may be entitled to exercise appraisal rights.
(3) If the appraisal event is to be approved by written consent of the members pursuant to s. 605.04073:
(a) Written notice that appraisal rights are, are not, or may be available must be sent to each member from whom a consent is solicited at the time consent of such member is first solicited, and if the limited liability company has concluded that appraisal rights are or may be available, a copy of ss. 605.1006 and 605.1061-605.1072 must accompany such written notice; or
(b) Written notice that appraisal rights are, are not, or may be available must be delivered, at least 10 days before the appraisal event becomes effective, to all nonconsenting and nonvoting members, and, if the limited liability company has concluded that appraisal rights are or may be available, a copy of ss. 605.1006 and 605.1061-605.1072 must accompany such written notice.
(4) If a particular appraisal event is proposed and the limited liability company concludes that appraisal rights are or may be available, the notice referred to in subsection (1), paragraph (3)(a), or paragraph (3)(b) must be accompanied by:
(a) Financial statements of the limited liability company that issued the membership interests that may be or are subject to appraisal rights, consisting of a balance sheet as of the end of the fiscal year ending not more than 16 months before the date of the notice, an income statement for that fiscal year, and a cash flow statement for that fiscal year; however, if such financial statements are not reasonably available, the limited liability company shall provide reasonably equivalent financial information; and
(b) The latest available interim financial statements, including year-to-date through the end of the interim period, of such limited liability company, if any.
(5) The right to receive the information described in subsection (4) may be waived in writing by a member before or after the appraisal event.
History.—s. 2, ch. 2013-180; s. 269, ch. 2019-90.
Structure Florida Statutes
Title XXXVI - Business Organizations
Chapter 605 - Florida Revised Limited Liability Company Act
605.0105 - Operating Agreement; Scope, Function, and Limitations.
605.0108 - Nature, Purpose, and Duration of Limited Liability Company.
605.0110 - Limited Liability Company Property.
605.0111 - Rules of Construction and Supplemental Principles of Law.
605.0114 - Change of Registered Agent or Registered Office.
605.0115 - Resignation of Registered Agent.
605.0116 - Change of Name or Address by Registered Agent.
605.0117 - Service of Process, Notice, or Demand.
605.0118 - Delivery of Record.
605.0201 - Formation of Limited Liability Company; Articles of Organization.
605.0202 - Amendment or Restatement of Articles of Organization.
605.0203 - Signing of Records to Be Delivered for Filing to Department.
605.0204 - Signing and Filing Pursuant to Judicial Order.
605.0205 - Liability for Inaccurate Information in Filed Record.
605.0206 - Filing Requirements.
605.0207 - Effective Date and Time.
605.0208 - Withdrawal of Filed Record Before Effectiveness.
605.0209 - Correcting Filed Record.
605.0211 - Certificate of Status.
605.0212 - Annual Report for Department.
605.0213 - Fees of the Department.
605.0214 - Powers of Department.
605.0216 - Statement of Dissociation or Resignation.
605.0301 - Power to Bind Limited Liability Company.
605.0302 - Statement of Authority.
605.0303 - Statement of Denial.
605.0304 - Liability of Members and Managers.
605.0402 - Form of Contribution.
605.0403 - Liability for Contributions.
605.0404 - Sharing of Distributions Before Dissolution and Profits and Losses.
605.0405 - Limitations on Distributions.
605.0406 - Liability for Improper Distributions.
605.0407 - Management of Limited Liability Company.
605.04071 - Delegation of Rights and Powers to Manage.
605.04072 - Selection and Terms of Managers in a Manager-Managed Limited Liability Company.
605.04073 - Voting Rights of Members and Managers.
605.04074 - Agency Rights of Members and Managers.
605.0408 - Reimbursement, Indemnification, Advancement, and Insurance.
605.04091 - Standards of Conduct for Members and Managers.
605.04092 - Conflict of Interest Transactions.
605.04093 - Limitation of Liability of Managers and Members.
605.0410 - Records to Be Kept; Rights of Member, Manager, and Person Dissociated to Information.
605.0411 - Court-Ordered Inspection.
605.0501 - Nature of Transferable Interest.
605.0502 - Transfer of Transferable Interest.
605.0504 - Power of Legal Representative.
605.0601 - Power to Dissociate as Member; Wrongful Dissociation.
605.0602 - Events Causing Dissociation.
605.0603 - Effect of Dissociation.
605.0701 - Events Causing Dissolution.
605.0702 - Grounds for Judicial Dissolution.
605.0703 - Procedure for Judicial Dissolution; Alternative Remedies.
605.0704 - Receivership or Custodianship.
605.0705 - Decree of Dissolution.
605.0706 - Election to Purchase Instead of Dissolution.
605.0707 - Articles of Dissolution; Filing of Articles of Dissolution.
605.0708 - Revocation of Articles of Dissolution.
605.0710 - Disposition of Assets in Winding Up.
605.0711 - Known Claims Against Dissolved Limited Liability Company.
605.0712 - Other Claims Against a Dissolved Limited Liability Company.
605.0714 - Administrative Dissolution.
605.0716 - Judicial Review of Denial of Reinstatement.
605.0717 - Effect of Dissolution.
605.0801 - Direct Action by Member.
605.0804 - Special Litigation Committee.
605.0805 - Proceeds and Expenses.
605.0806 - Voluntary Dismissal or Settlement; Notice.
605.0902 - Application for Certificate of Authority.
605.0903 - Effect of a Certificate of Authority.
605.0904 - Effect of Failure to Have Certificate of Authority.
605.0905 - Activities Not Constituting Transacting Business.
605.0906 - Noncomplying Name of Foreign Limited Liability Company.
605.0907 - Amendment to Certificate of Authority.
605.0908 - Revocation of Certificate of Authority.
605.0909 - Reinstatement Following Revocation of Certificate of Authority.
605.09091 - Judicial Review of Denial of Reinstatement.
605.0910 - Withdrawal and Cancellation of Certificate of Authority.
605.0911 - Withdrawal Deemed on Conversion to Domestic Filing Entity.
605.0912 - Withdrawal on Dissolution, Merger, or Conversion to Nonfiling Entity.
605.0913 - Action by Department of Legal Affairs.
605.1001 - Relationship of the Provisions of This Section and Ss. 605.1002-605.1072 to Other Laws.
605.1002 - Charitable and Donative Provisions.
605.1005 - Reference to External Facts.
605.1023 - Approval of Merger.
605.1024 - Amendment or Abandonment of Plan of Merger.
605.1025 - Articles of Merger.
605.1031 - Interest Exchange Authorized.
605.1032 - Plan of Interest Exchange.
605.1033 - Approval of Interest Exchange.
605.1034 - Amendment or Abandonment of Plan of Interest Exchange.
605.1035 - Articles of Interest Exchange.
605.1036 - Effect of Interest Exchange.
605.1041 - Conversion Authorized.
605.1042 - Plan of Conversion.
605.1043 - Approval of Conversion.
605.1044 - Amendment or Abandonment of Plan of Conversion.
605.1045 - Articles of Conversion.
605.1046 - Effect of Conversion.
605.1051 - Domestication Authorized.
605.1052 - Plan of Domestication.
605.1053 - Approval of Domestication.
605.1054 - Amendment or Abandonment of Plan of Domestication.
605.1055 - Articles of Domestication.
605.1056 - Effect of Domestication.
605.1061 - Appraisal Rights; Definitions.
605.1062 - Assertion of Rights by Nominees and Beneficial Owners.
605.1063 - Notice of Appraisal Rights.
605.1064 - Notice of Intent to Demand Payment.
605.1065 - Appraisal Notice and Form.
605.1066 - Perfection of Rights; Right to Withdraw.
605.1067 - Member’s Acceptance of Limited Liability Company’s Offer.
605.1068 - Procedure if Member Is Dissatisfied With Offer.
605.1070 - Court Costs and Attorney Fees.
605.1071 - Limitation on Limited Liability Company Payment.
605.1072 - Other Remedies Limited.
605.1101 - Uniformity of Application and Construction.
605.1102 - Relation to Electronic Signatures in Global and National Commerce Act.
605.1103 - Tax Exemption on Income of Certain Limited Liability Companies.
605.1104 - Interrogatories by Department; Other Powers of Department.
605.1105 - Reservation of Power to Amend or Repeal.