Florida Statutes
Title XXXVI - Business Organizations
Chapter 605 - Florida Revised Limited Liability Company Act

605.0106 - Operating Agreement; Effect on Limited Liability Company and Person Becoming Member; Preformation Agreement; Other Matters Involving Operating Agreement. - (1) A limited liability company is bound by and may...

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...

605.0108 - Nature, Purpose, and Duration of Limited Liability Company. - (1) A limited liability company is an entity distinct from...

605.0109 - Powers. - (1) Sue, be sued, and defend in its name. (2)...

605.0110 - Limited Liability Company Property. - (1) All property originally contributed to the limited liability company...

605.0111 - Rules of Construction and Supplemental Principles of Law. - (1) It is the intent of this chapter to give...

605.0112 - Name. - (1) The name of a limited liability company: (a) Must...

605.01125 - Reserved Name. - (1) A person may reserve the exclusive use of the...

605.0113 - Registered Agent. - (1) Each limited liability company and each foreign limited liability...

605.0114 - Change of Registered Agent or Registered Office. - (1) In order to change its registered agent or registered...

605.0115 - Resignation of Registered Agent. - (1) A registered agent may resign as agent for a...

605.0116 - Change of Name or Address by Registered Agent. - (1) If a registered agent changes his, her, or its...

605.0117 - Service of Process, Notice, or Demand. - (1) A limited liability company or registered foreign limited liability...

605.0118 - Delivery of Record. - (1) Except as otherwise provided in this chapter, permissible means...

605.0119 - Waiver of Notice. - History.—s. 2, ch. 2013-180.

605.0201 - Formation of Limited Liability Company; Articles of Organization. - (1) One or more persons may act as authorized representatives...

605.0202 - Amendment or Restatement of Articles of Organization. - (1) The articles of organization may be amended or restated...

605.0203 - Signing of Records to Be Delivered for Filing to Department. - (1) A record delivered to the department for filing pursuant...

605.0204 - Signing and Filing Pursuant to Judicial Order. - (1) If a person who is required under this chapter...

605.0205 - Liability for Inaccurate Information in Filed Record. - (1) If a record delivered to the department for filing...

605.0206 - Filing Requirements. - (1) A record authorized or required to be delivered to...

605.0207 - Effective Date and Time. - (1) If the record filed does not specify an effective...

605.0208 - Withdrawal of Filed Record Before Effectiveness. - (1) Except as otherwise provided in ss. 605.1001-605.1072, a record...

605.0209 - Correcting Filed Record. - (1) A person on whose behalf a filed record was...

605.0210 - Duty of Department to File; Review of Refusal to File; Transmission of Information by Department. - (1) The department files a document by stamping or otherwise...

605.0211 - Certificate of Status. - (1) The department, upon request and payment of the requisite...

605.0212 - Annual Report for Department. - (1) A limited liability company or a registered foreign limited...

605.0213 - Fees of the Department. - (1) For furnishing a certified copy, $30. (2) For filing...

605.0214 - Powers of Department. - History.—s. 2, ch. 2013-180.

605.0215 - Certificates to Be Received in Evidence and Evidentiary Effect of Certified Copy of Filed Document. - History.—s. 2, ch. 2013-180; s. 248, ch. 2019-90; s. 72,...

605.0216 - Statement of Dissociation or Resignation. - (1) A member of a limited liability company may file...

605.0301 - Power to Bind Limited Liability Company. - (1) Is an agent of the company by virtue of...

605.0302 - Statement of Authority. - (1) A limited liability company may file a statement of...

605.0303 - Statement of Denial. - (1) Provides the name of the limited liability company and...

605.0304 - Liability of Members and Managers. - (1) A debt, obligation, or other liability of a limited...

605.0401 - Becoming a Member. - (1) If a limited liability company is to have only...

605.0402 - Form of Contribution. - History.—s. 2, ch. 2013-180.

605.0403 - Liability for Contributions. - (1) A promise by a person to contribute to the...

605.0404 - Sharing of Distributions Before Dissolution and Profits and Losses. - (1) Distributions made by a limited liability company before its...

605.0405 - Limitations on Distributions. - (1) A limited liability company may not make a distribution,...

605.0406 - Liability for Improper Distributions. - (1) Except as otherwise provided in subsection (2), if a...

605.0407 - Management of Limited Liability Company. - (1) A limited liability company is a member-managed limited liability...

605.04071 - Delegation of Rights and Powers to Manage. - History.—s. 2, ch. 2013-180.

605.04072 - Selection and Terms of Managers in a Manager-Managed Limited Liability Company. - (1) A manager may be chosen at any time by...

605.04073 - Voting Rights of Members and Managers. - (1) In a member-managed limited liability company, the following rules...

605.04074 - Agency Rights of Members and Managers. - (1) In a member-managed limited liability company, the following rules...

605.0408 - Reimbursement, Indemnification, Advancement, and Insurance. - (1) A limited liability company may reimburse a member of...

605.04091 - Standards of Conduct for Members and Managers. - (1) Each manager of a manager-managed limited liability company and...

605.04092 - Conflict of Interest Transactions. - (1) As used in this section, the following terms and...

605.04093 - Limitation of Liability of Managers and Members. - (1) A manager in a manager-managed limited liability company or...

605.0410 - Records to Be Kept; Rights of Member, Manager, and Person Dissociated to Information. - (1) A limited liability company shall keep at its principal...

605.0411 - Court-Ordered Inspection. - (1) If a limited liability company does not allow a...

605.0501 - Nature of Transferable Interest. - History.—s. 2, ch. 2013-180.

605.0502 - Transfer of Transferable Interest. - (1) Subject to s. 605.0503, a transfer, in whole or...

605.0503 - Charging Order. - (1) On application to a court of competent jurisdiction by...

605.0504 - Power of Legal Representative. - History.—s. 2, ch. 2013-180.

605.0601 - Power to Dissociate as Member; Wrongful Dissociation. - (1) A person has the power to dissociate as a...

605.0602 - Events Causing Dissociation. - (1) The company has notice of the person’s express will...

605.0603 - Effect of Dissociation. - (1) If a person is dissociated as a member: (a)...

605.0701 - Events Causing Dissolution. - (1) An event or circumstance that the operating agreement states...

605.0702 - Grounds for Judicial Dissolution. - (1) A circuit court may dissolve a limited liability company:...

605.0703 - Procedure for Judicial Dissolution; Alternative Remedies. - (1) Venue for a proceeding brought under s. 605.0702 lies...

605.0704 - Receivership or Custodianship. - (1) A court in a judicial proceeding brought to dissolve...

605.0705 - Decree of Dissolution. - (1) If, after a hearing, the court determines that one...

605.0706 - Election to Purchase Instead of Dissolution. - (1) In a proceeding initiated by a member of a...

605.0707 - Articles of Dissolution; Filing of Articles of Dissolution. - (1) Upon the occurrence of an event described in s....

605.0708 - Revocation of Articles of Dissolution. - (1) A limited liability company that has dissolved as the...

605.0709 - Winding Up. - (1) A dissolved limited liability company shall wind up its...

605.0710 - Disposition of Assets in Winding Up. - (1) In winding up its activities and affairs, a limited...

605.0711 - Known Claims Against Dissolved Limited Liability Company. - (1) A dissolved limited liability company or successor entity, as...

605.0712 - Other Claims Against a Dissolved Limited Liability Company. - (1) A dissolved limited liability company or successor entity, as...

605.0713 - Court Proceedings. - (1) A dissolved limited liability company that has filed or...

605.0714 - Administrative Dissolution. - (1) The department may dissolve a limited liability company administratively...

605.0715 - Reinstatement. - (1) A limited liability company that is administratively dissolved under...

605.0716 - Judicial Review of Denial of Reinstatement. - (1) If the department denies a limited liability company’s application...

605.0717 - Effect of Dissolution. - (1) Dissolution of a limited liability company does not: (a)...

605.0801 - Direct Action by Member. - (1) Subject to subsection (2), a member may maintain a...

605.0802 - Derivative Action. - (1) The member first makes a demand on the other...

605.0803 - Proper Plaintiff. - (1) Was a member when the conduct giving rise to...

605.0804 - Special Litigation Committee. - (1) If a limited liability company is named as or...

605.0805 - Proceeds and Expenses. - (1) Except as otherwise provided in subsection (2): (a) Proceeds...

605.0806 - Voluntary Dismissal or Settlement; Notice. - (1) A derivative action on behalf of a limited liability...

605.0901 - Governing Law. - (1) The law of the state or other jurisdiction under...

605.0902 - Application for Certificate of Authority. - (1) A foreign limited liability company may not transact business...

605.0903 - Effect of a Certificate of Authority. - (1) Unless the department determines that an application for a...

605.0904 - Effect of Failure to Have Certificate of Authority. - (1) A foreign limited liability company transacting business in this...

605.0905 - Activities Not Constituting Transacting Business. - (1) The following activities, among others, do not constitute transacting...

605.0906 - Noncomplying Name of Foreign Limited Liability Company. - (1) A foreign limited liability company whose name is unavailable...

605.0907 - Amendment to Certificate of Authority. - (1) A foreign limited liability company authorized to transact business...

605.0908 - Revocation of Certificate of Authority. - (1) A certificate of authority of a foreign limited liability...

605.0909 - Reinstatement Following Revocation of Certificate of Authority. - (1) A foreign limited liability company whose certificate of authority...

605.09091 - Judicial Review of Denial of Reinstatement. - 1(1) If the department denies a foreign limited liability company’s...

605.0910 - Withdrawal and Cancellation of Certificate of Authority. - (1) To cancel its certificate of authority to transact business...

605.0911 - Withdrawal Deemed on Conversion to Domestic Filing Entity. - History.—s. 2, ch. 2013-180; s. 264, ch. 2019-90.

605.0912 - Withdrawal on Dissolution, Merger, or Conversion to Nonfiling Entity. - (1) A registered foreign limited liability company that has dissolved...

605.0913 - Action by Department of Legal Affairs. - History.—s. 2, ch. 2013-180.

605.1001 - Relationship of the Provisions of This Section and Ss. 605.1002-605.1072 to Other Laws. - (1) The provisions of this section and ss. 605.1002-605.1072 do...

605.1002 - Charitable and Donative Provisions. - (1) Property held for a charitable purpose under the law...

605.1003 - Status of Filings. - History.—s. 2, ch. 2013-180.

605.1004 - Nonexclusivity. - History.—s. 2, ch. 2013-180.

605.1005 - Reference to External Facts. - History.—s. 2, ch. 2013-180.

605.1006 - Appraisal Rights. - (1) A member of a limited liability company is entitled...

605.1021 - Merger Authorized. - (1) By complying with the provisions of this section and...

605.1022 - Plan of Merger. - (1) A domestic limited liability company may become a party...

605.1023 - Approval of Merger. - (1) A plan of merger is not effective unless it...

605.1024 - Amendment or Abandonment of Plan of Merger. - (1) A plan of merger may be amended only with...

605.1025 - Articles of Merger. - (1) After a plan of merger is approved, articles of...

605.1026 - Effect of Merger. - (1) When a merger becomes effective: (a) The surviving entity...

605.1031 - Interest Exchange Authorized. - (1) By complying with the provisions this section and of...

605.1032 - Plan of Interest Exchange. - (1) A domestic limited liability company may be the acquired...

605.1033 - Approval of Interest Exchange. - (1) A plan of interest exchange is not effective unless...

605.1034 - Amendment or Abandonment of Plan of Interest Exchange. - (1) A plan of interest exchange may be amended only...

605.1035 - Articles of Interest Exchange. - (1) After a plan of interest exchange has been approved,...

605.1036 - Effect of Interest Exchange. - (1) When an interest exchange in which the acquired entity...

605.1041 - Conversion Authorized. - (1) By complying with the provisions of this section and...

605.1042 - Plan of Conversion. - (1) A domestic limited liability company may convert into a...

605.1043 - Approval of Conversion. - (1) A plan of conversion is not effective unless it...

605.1044 - Amendment or Abandonment of Plan of Conversion. - (1) A plan of conversion of a domestic converting limited...

605.1045 - Articles of Conversion. - (1) After a plan of conversion is approved, articles of...

605.1046 - Effect of Conversion. - (1) When a conversion in which the converted entity is...

605.1051 - Domestication Authorized. - History.—s. 2, ch. 2013-180.

605.1052 - Plan of Domestication. - (1) A non-United States entity may become a domestic limited...

605.1053 - Approval of Domestication. - (1) In accordance with the organic law of the domesticating...

605.1054 - Amendment or Abandonment of Plan of Domestication. - (1) A plan of domestication of a domesticating entity may...

605.1055 - Articles of Domestication. - (1) The articles of domestication must be filed with the...

605.1056 - Effect of Domestication. - (1) When a domestication becomes effective: (a) The domesticated limited...

605.1061 - Appraisal Rights; Definitions. - (1) “Accrued interest” means interest from the effective date of...

605.1062 - Assertion of Rights by Nominees and Beneficial Owners. - (1) A record member may assert appraisal rights as to...

605.1063 - Notice of Appraisal Rights. - (1) If a proposed appraisal event is to be submitted...

605.1064 - Notice of Intent to Demand Payment. - (1) If a proposed appraisal event is submitted to a...

605.1065 - Appraisal Notice and Form. - (1) If the proposed appraisal event becomes effective, the limited...

605.1066 - Perfection of Rights; Right to Withdraw. - (1) A member who receives notice pursuant to s. 605.1065...

605.1067 - Member’s Acceptance of Limited Liability Company’s Offer. - (1) If the member states on the form provided in...

605.1068 - Procedure if Member Is Dissatisfied With Offer. - (1) A member who is dissatisfied with the limited liability...

605.1069 - Court Action. - (1) If a member makes demand for payment under s....

605.1070 - Court Costs and Attorney Fees. - (1) The court in an appraisal proceeding shall determine all...

605.1071 - Limitation on Limited Liability Company Payment. - (1) Payment may not be made to a member seeking...

605.1072 - Other Remedies Limited. - (1) A member entitled to appraisal rights under this chapter...

605.1101 - Uniformity of Application and Construction. - History.—s. 2, ch. 2013-180.

605.1102 - Relation to Electronic Signatures in Global and National Commerce Act. - History.—s. 2, ch. 2013-180.

605.1103 - Tax Exemption on Income of Certain Limited Liability Companies. - (1) A limited liability company classified as a partnership for...

605.1104 - Interrogatories by Department; Other Powers of Department. - (1) The department may direct to any limited liability company...

605.1105 - Reservation of Power to Amend or Repeal. - History.—s. 2, ch. 2013-180.

605.1106 - Savings Clause. - (1) Except as provided in subsection (2), the repeal of...

605.1107 - Severability Clause. - History.—s. 2, ch. 2013-180.

605.1108 - Application to Limited Liability Company Formed Under the Florida Limited Liability Company Act. - (1) Subject to subsection (4), before January 1, 2015, this...

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Florida Statutes Title XXXVI - Business Organizations Chapter 605 - Florida Revised Limited Liability Company Act

Florida Statutes
Title XXXVI - Business Organizations
Chapter 605 - Florida Revised Limited Liability Company Act