Florida Statutes
Chapter 605 - Florida Revised Limited Liability Company Act
605.0107 - Operating Agreement; Effect on Third Parties and Relationship to Records Effective on Behalf of Limited Liability Company.


(1) An operating agreement may specify that its amendment requires the approval of a person who is not a party to the agreement or upon the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition.
(2) The obligations of a limited liability company and its members to a person in the person’s capacity as a transferee or a person dissociated as a member are governed by the operating agreement. An amendment to the operating agreement made after a person becomes a transferee or is dissociated as a member:
(a) Is effective with regard to a debt, obligation, or other liability of the limited liability company or its members to the person in the person’s capacity as a transferee or person dissociated as a member; and
(b) Is not effective to the extent the amendment imposes a new debt, obligation, or other liability on the transferee or person dissociated as a member.

(3) If a record delivered to the department for filing becomes effective under this chapter and contains a provision that would be ineffective under s. 605.0105(3) or (4)(c) if contained in the operating agreement, the provision is ineffective in the record.
(4) Subject to subsection (3), if a record delivered to the department for filing which has become effective under this chapter but conflicts with a provision of the operating agreement:
(a) The operating agreement prevails as to members, dissociated members, transferees, and managers; and
(b) The record prevails as to other persons to the extent the other persons reasonably rely on the record.

History.—s. 2, ch. 2013-180.

Structure Florida Statutes

Florida Statutes

Title XXXVI - Business Organizations

Chapter 605 - Florida Revised Limited Liability Company Act

605.0101 - Short Title.

605.0102 - Definitions.

605.0103 - Knowledge; Notice.

605.0104 - Governing Law.

605.0105 - Operating Agreement; Scope, Function, and Limitations.

605.0106 - Operating Agreement; Effect on Limited Liability Company and Person Becoming Member; Preformation Agreement; Other Matters Involving Operating Agreement.

605.0107 - Operating Agreement; Effect on Third Parties and Relationship to Records Effective on Behalf of Limited Liability Company.

605.0108 - Nature, Purpose, and Duration of Limited Liability Company.

605.0109 - Powers.

605.0110 - Limited Liability Company Property.

605.0111 - Rules of Construction and Supplemental Principles of Law.

605.0112 - Name.

605.01125 - Reserved Name.

605.0113 - Registered Agent.

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.

605.0119 - Waiver of Notice.

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.

605.0210 - Duty of Department to File; Review of Refusal to File; Transmission of Information by Department.

605.0211 - Certificate of Status.

605.0212 - Annual Report for Department.

605.0213 - Fees of the Department.

605.0214 - Powers of Department.

605.0215 - Certificates to Be Received in Evidence and Evidentiary Effect of Certified Copy of Filed Document.

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.

605.0401 - Becoming a Member.

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.

605.0503 - Charging Order.

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.

605.0709 - Winding Up.

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.

605.0713 - Court Proceedings.

605.0714 - Administrative Dissolution.

605.0715 - Reinstatement.

605.0716 - Judicial Review of Denial of Reinstatement.

605.0717 - Effect of Dissolution.

605.0801 - Direct Action by Member.

605.0802 - Derivative Action.

605.0803 - Proper Plaintiff.

605.0804 - Special Litigation Committee.

605.0805 - Proceeds and Expenses.

605.0806 - Voluntary Dismissal or Settlement; Notice.

605.0901 - Governing Law.

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.

605.1003 - Status of Filings.

605.1004 - Nonexclusivity.

605.1005 - Reference to External Facts.

605.1006 - Appraisal Rights.

605.1021 - Merger Authorized.

605.1022 - Plan of Merger.

605.1023 - Approval of Merger.

605.1024 - Amendment or Abandonment of Plan of Merger.

605.1025 - Articles of Merger.

605.1026 - Effect 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.

605.1069 - Court Action.

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.

605.1106 - Savings Clause.

605.1107 - Severability Clause.

605.1108 - Application to Limited Liability Company Formed Under the Florida Limited Liability Company Act.