a website for
classes taught by William H. Widen
|
FALL 2014
*BUSINESS
ASSOCIATIONS [Law 100 B].
--Helpful Links--Last
Modified:
Tuesday, 19-Aug-2014 14:28:37 EDT
MODEL STATUTES & related materials
Model Business
Corporation Act (2007) [NB: There
have been additional changes by the ABA;
go here
for the 2007 MBCA, plus revisions--you
will have to scroll down the page to find
the documents. The 2007 version is also
known as the Fourth Edition. The version
including 2010 amendments sells in
paperback for a list price of $329.97.
This is why I am pointing you to this
site. The difference between these
online materials and the supplement for
the course is that the online versions
have explanatory comments.]
-- Olson
&
Briggs, The Model Business Corporation
Act and Corporate Governance: An
Enabling Statute Moves Toward Normative
Standards (2011)
-- Clark,
The
Relationship of the Model Business
Corporation Act to Other Entity Laws
Uniform
Law
Commission Partnership Page
Uniform
Partnership
Act (1997)
-- Florida's
New
Partnership Law
Uniform
Law
Commission Limited Partnership Page
Uniform
Limited
Partnership Act (2001)
-- Florida's
New
Limited Partnership Act
Uniform
Law
Commission Limited Liability Company
Page
Limited
Liability
Company Act (2006)
-- Florida
Adopts
New Limited Liability Company Act
-- White
Paper
for the Florida Revised Limited
Liability Company Act
-- The
Florida
Senate Bill Analysis
[As of January 1, 2014, the Florida
Revised Limited Liability Company Act (the
“New Florida LLC Act”), new Chapter 605 of
the Florida Statutes, became effective for
LLCs formed in Florida on or after January
1, 2014. Existing Florida LLCs need
not comply immediately with the New
Florida LLC Act. They remain subject
to the old Florida Limited Liability
Company Act, Chapter 608 of the Florida
Statutes (the “Old Florida LLC Act”),
until January 1, 2015--at which time
Chapter 608 is repealed and the New
Florida LLC Act becomes mandatory for all
Florida LLCs. An existing LLC may chooose
to become subject to the New Florida LLC
Act at any time from and after January 1,
2014 by amending its operating agreement.
The New Florida LLC Act is a new statute
that differs greatly from the Old Florida
LLC Act. The New Florida LLC Act is
based primarily on a national model LLC
Act, the 2006 Revised Uniform Limited
Liability Company Act (the “Model
LLC Act”, last amended in 2011).
However, the drafters of the New Florida
LLC Act also incorporated provisions from
the Old Florida LLC Act, other model LLC
and other entity acts, other Florida
entity statutes and sources from other
states. Thus, in some sense, the New
Florida LLC Act is a hybrid.]
GENERAL INTEREST
Mariana,
Kammerer
& Guffey-Landers, Understanding
Fiduciary Duty, 84 [No. 3] The Florida
Bar Journal 20 (March, 2010).
Florida
Power
of Attorney Pamphlet
Doing
Business
in Florida
Florida
Signature
Blocks for Different Entity Types
IRS
Entity Classification Form (8832/
December 2013 version)
Subchapter
S corporation defined (26 U.S. Code s.
1361)
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