(1) In winding up its activities and affairs, a limited liability company must apply its assets to discharge its obligations to creditors, including members who are creditors.
(2) After a limited liability company complies with subsection (1), the surplus must be distributed in the following order, subject to a charging order in effect under s. 605.0503:
(a) To each person owning a transferable interest that reflects contributions made and not previously returned, an amount equal to the value of the unreturned contributions; then
(b) To members and persons dissociated as members, in the proportions in which they shared in distributions before dissolution, except to the extent necessary to comply with a transfer effective under s. 605.0502.
(3) If the limited liability company does not have sufficient surplus to comply with paragraph (2)(a), any surplus must be distributed among the owners of transferable interests in proportion to the value of their respective unreturned contributions.
(4) All distributions made under subsections (2) and (3) must be paid in money.
History.—s. 2, ch. 2013-180.
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.