The Florida Bar
www.floridabar.org


The Florida Bar Continuing Legal Education Committee and the
Business Law Section present
Get Ready for the LL"Sea" Change- Navigating the New Florida Revised LLC Act

Course Classification: Intermediate
*ONLY ONE Live Presentation:
Thursday, October 24, 2013 , Miami, Hilton Downtown, 1601 Biscayne Blvd. (786) 693-1012

*The Tampa location of this seminar has been cancelled. The Miami presentation will be the only live presentation of this program.

Course No. 1749R


For the first time since originally enacted, Florida has a completely new and thoroughly revised LLC Act. The New Act was enacted by the Florida Legislature on May 3, 2013, and signed into law by the Governor on June 14, 2013. The new LLC Act becomes effective January 1, 2014 for all limited liability companies formed on or after that date, and any previously existing LLCs which elect to be governed by the new Act. All LLCs doing business in Florida become subject to the New Act on January 1, 2015. The New Act was created by a Drafting Committee of The Florida Bar, based principally on the Revised Uniform Limited Liability Company Act of 2006 as amended 2011 ("RULLCA"), but with many deviations from RULLCA. The New Act creates entirely new chapter 605 effective January 1, 2014, and repeals existing chapter 608 effective January 1, 2015 . There are numerous modernization changes in the New Act which should make Florida LLCs more attractive and user-friendly. This Program will examine the most significant aspects of the New Act, including the major changes from Existing Law. All of the speakers were instrumental members of the Drafting Committee which created the New Act. The Program will be moderated by the Chairman of the Drafting Committee, and the panel includes the Reporter for the Drafting Committee, the Bureau Chief of the Corporations Division of the Department of State who worked extensively as part of the Drafting Committee, the Recording Secretary for the Drafting Committee, and members of the Executive Committee which prepared the White Paper explaining the Act for the Florida Legislature.



8:15 a.m. – 9:00 a.m.
Late Registration

9:00 a.m. – 10:30 a.m.
Introduction and Overview;General Provisions(including Operating Agreements, Non- Waivable Provisions, Names and Definitions); Formation and Articles of Organization; Annual Reports and Other Filings; Foreign Qualifications; Reservations of Powers; and Transition Rules (Articles 1, 2 9, and 11)
Panel Members:
Greg Marks, Sarasota
Brenda Tadlock, Tallahassee
Gary Teblum, Tampa

Moderator:
Lou Conti, Tampa

10:30 a.m. - 10:45 a.m.
Break

10:45 a.m. - 12:15 p.m.
Relations of Members and Managers to Others (Including Apparent Authority and Statements of Authority and Denial): Relations of Members to Each Other and to the LLC; Transferable Interests; and Rights of Transferees and Creditors (Articles 3, 4 and 5)
Panel Members:
Steve Lear, Miami
Greg Marks, Sarasota
Mark Nichols, Fort Lauderdale

Moderator:
Lou Conti, Tampa

12:15 p.m. - 1:30 p.m.
Lunch & Luncheon Presentation (included in registration fee)
Speaker:
TBD

1:30 p.m. - 2:45 p.m.
Dissociation by Members; Dissolution and Winding Up of LLC's; Judicial Dissolution; Direct and Derivative Actions by Members; and Special Litigation Committees (Articles 6, 7 and 8)
Panel Members:
Steve Lear, Miami
Phil Schwartz, Fort Lauderdale
Mark Nichols, Fort Lauderdale

Moderator:
Lou Conti, Tampa

2:45 p.m. - 3:00 p.m.
Break

3:00 p.m. - 4:45 p.m.
Mergers, Interest Exchanges, Conversions, Domestications, and Appraisal Rights; and Foreign LLCs Transacting Business in Florida and Certificates of Authority (Articles 9 and 10)
Panel Members:
Gary Teblum, Tampa
Phil Schwartz, Fort Lauderdale
Steve Lear, Miami

Moderator:
Lou Conti, Tampa

4:45 p.m. - 5:00 p.m.
Questions



1749-BL-13 FINAL.pdf1749-BL-13 FINAL.pdf


























ELECTRONIC COURSE MATERIAL NOTICE:
Florida Bar CLE Courses feature electronic course materials for all live presentations, live webcasts, webinars, teleseminars, audio CDs and video Dvds. This searchable electronic material can be downloaded and printed and is available via e-mail several days in advance of the live presentation or thereafter for purchased products. The Course Book can be purchased separately. Effective July 1, 2010.



1749
R
7.5
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0.0
0.0
0.0
0.0


7.50
7.5

Credit may be applied to more than one of the programs above but cannot exceed the maximum for any given program. Please keep a record of credit hours earned. RETURN YOUR COMPLETED CLER AFFIDAVIT PRIOR TO CLER REPORTING DATE (see Bar News label). (Rule Regulating The Florida Bar 6-10.5).




*** Live ** Videotaping Session * Videotaped Replay










[Revised: 06-01-2008]