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Florida Statutes Title XXXVI. Business Organizations § 605.1044. Amendment or abandonment of plan of conversion

Current as of January 01, 2025 | Updated by Findlaw Staff

(1) A plan of conversion of a domestic converting limited liability company 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

(b) By the managers or members of the entity in the manner provided in the plan, but a member who was entitled to vote on or consent to approval of the conversion is entitled to vote on or consent to an amendment of the plan which will change:

1. 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 converting entity under the plan;

2. The public organic record, if any, or private organic rules of the converted entity which will be in effect immediately after the conversion becomes effective, except for changes that do not require approval of the interest holders of the converting entity under its organic law or organic rules; or

3. 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 conversion has been approved and before the articles of conversion become effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic converting limited liability company may abandon the plan in the same manner as the plan was approved.

(3) If a plan of conversion is abandoned after articles of conversion have been delivered to the department for filing and before such articles of conversion have become effective, a statement of abandonment, signed by the converting entity, must be delivered to the department for filing before the articles of conversion become effective. The statement of abandonment takes effect on filing, and the conversion is abandoned and does not become effective. The statement of abandonment must contain the following:

(a) The name of the converting limited liability company.

(b) The date on which the articles of conversion were delivered to the department for filing.

(c) A statement that the conversion has been abandoned in accordance with this section.

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Cite this article: FindLaw.com - Florida Statutes Title XXXVI. Business Organizations § 605.1044. Amendment or abandonment of plan of conversion - last updated January 01, 2025 | https://codes.findlaw.com/fl/title-xxxvi-business-organizations/fl-st-sect-605-1044/

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