Fla. Stat. § 605.0101
Short title
Sections 605.0101-605.1108 may be cited as the “Florida Revised Limited Liability Company Act.”
Florida Statutes Chapter 605 — FLORIDA REVISED LIMITED LIABILITY COMPANY ACT
Florida · statute · Fla. Stat. ch. 605 · 191 active provisions
Fla. Stat. § 605.0102
Definitions
As used in this chapter, the term:(1) “Acquired entity” means the entity that has all of one or more of its classes or series of interests acquired in an interest exchange.(2) “Acquiring entity” means the entity that acquires all of one or more classes or series of interests of the acquired entity in an interest exchan…
Fla. Stat. § 605.0103
Knowledge; notice
(1) A person knows a fact if the person:(a) Has actual knowledge of the fact; or(b) Is deemed to know the fact under paragraph (4)(a), or a law other than this chapter.(2) A person has notice of a fact when the person:(a) Has reason to know the fact from all of the facts known to the person at the time in question; or(…
Fla. Stat. § 605.0104
Governing law
The law of this state governs:(1) The internal affairs of a limited liability company.(2) The liability of a member as member, and a manager as manager, for the debts, obligations, or other liabilities of a limited liability company.
Fla. Stat. § 605.0105
Operating agreement; scope, function, and limitations
(1) Except as otherwise provided in subsections (3) and (4), the operating agreement governs the following:(a) Relations among the members as members and between the members and the limited liability company.(b) The rights and duties under this chapter of a person in the capacity of manager.(c) The activities and affai…
Fla. Stat. § 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 enforce the operating agreement, regardless of whether the company has itself manifested assent to the operating agreement.(2) A person who becomes a member of a limited liability company is deemed to assent to, is bound by, and may enforce the operating agreement, re…
Fla. Stat. § 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…
Fla. Stat. § 605.0108
Nature, purpose, and duration of limited liability company
(1) A limited liability company is an entity distinct from its members.(2) A limited liability company may have any lawful purpose, regardless of whether the company is a for-profit company.(3) A limited liability company has an indefinite duration.
Fla. Stat. § 605.0109
Powers
A limited liability company has the powers, rights, and privileges granted by this chapter, by any other law, or by its operating agreement to do all things necessary or convenient to carry out its activities and affairs, including the power to do all of the following:(1) Sue, be sued, and defend in its name.(2) Purcha…
Fla. Stat. § 605.0110
Limited liability company property
(1) All property originally contributed to the limited liability company or subsequently acquired by a limited liability company by purchase or other method is limited liability company property.(2) Property acquired with limited liability company funds is limited liability company property.(3) Instruments and document…
Fla. Stat. § 605.0111
Rules of construction and supplemental principles of law
(1) It is the intent of this chapter to give the maximum effect to the principle of freedom of contract and to the enforceability of operating agreements, including the purposes of ss. 605.0105-605.0107.(2) To the extent that, at law or in equity, a member, manager, or other person has duties, including fiduciary dutie…
Fla. Stat. § 605.0112
Name
(1) The name of a limited liability company:(a) Must contain the words “limited liability company” or the abbreviation “L.L.C.” or “LLC” as will clearly indicate that it is a limited liability company instead of a natural person, partnership, corporation, or other business entity.(b) Must be distinguishable in the reco…
Fla. Stat. § 605.01125
Reserved name
(1) A person may reserve the exclusive use of the name of a limited liability company, including an alternate name for a foreign limited liability company whose name is not available, by delivering an application to the department for filing. The application must set forth the name and address of the applicant and the…
Fla. Stat. § 605.0113
Registered agent
(1) Each limited liability company and each foreign limited liability company that has a certificate of authority under s. 605.0902 shall designate and continuously maintain in this state:(a) A registered office, which may be the same as its place of business in this state; and(b) A registered agent, who must be:1. An…
Fla. Stat. § 605.0114
Change of registered agent or registered office
(1) In order to change its registered agent or registered office address, a limited liability company or a foreign limited liability company may deliver to the department for filing a statement of change containing the following:(a) The name of the limited liability company or foreign limited liability company.(b) The…
Fla. Stat. § 605.0115
Resignation of registered agent
(1) A registered agent may resign as agent for a limited liability company or foreign limited liability company by delivering for filing to the department a signed statement of resignation containing the name of the limited liability company or foreign limited liability company.(2) After delivering the statement of res…
Fla. Stat. § 605.0116
Change of name or address by registered agent
(1) If a registered agent changes his, her, or its name or address, the agent may deliver to the department for filing a statement of change that provides the following:(a) The name of the limited liability company or foreign limited liability company represented by the registered agent.(b) The name of the registered a…
Fla. Stat. § 605.0117
Serving process, giving notice, or making a demand
(1) Process against a limited liability company or registered foreign limited liability company may be served in accordance with s. 48.062 and chapter 48 or chapter 49.(2) Any notice or demand on a limited liability company or registered foreign limited liability company under this chapter may be given or made to any m…
Fla. Stat. § 605.0118
Delivery of record
(1) Except as otherwise provided in this chapter, permissible means of delivery of a record include delivery by hand, the United States Postal Service, a commercial delivery service, and electronic transmission.(2) Except as provided in subsection (3), delivery to the department is effective only when a record is recei…
Fla. Stat. § 605.0119
Waiver of notice
If, pursuant to this chapter or the articles of organization or operating agreement of a limited liability company, notice is required to be given to a member of a limited liability company or to a manager of a limited liability company having a manager or managers, a waiver in writing signed by the person or persons e…
Fla. Stat. § 605.0201
Formation of limited liability company; articles of organization
(1) One or more persons may act as authorized representatives to form a limited liability company by signing and delivering articles of organization to the department for filing.(2) The articles of organization must state the following:(a) The name of the limited liability company, which must comply with s. 605.0112.(b…
Fla. Stat. § 605.0202
Amendment or restatement of articles of organization
(1) The articles of organization may be amended or restated at any time.(2) To amend the articles of organization, a limited liability company must deliver to the department for filing an amendment, designated as such in its heading, which contains the following:(a) The present name of the company.(b) The date of filin…
Fla. Stat. § 605.0203
Signing of records to be delivered for filing to department
(1) A record delivered to the department for filing pursuant to this chapter must be signed as follows:(a) Except as otherwise provided in paragraphs (b) and (c), a record signed on behalf of a limited liability company must be signed by a person authorized by the company.(b) A company’s initial articles of organizatio…
Fla. Stat. § 605.0204
Signing and filing pursuant to judicial order
(1) If a person who is required under this chapter to sign a record or deliver a record to the department for filing under this chapter does not do so, another person who is aggrieved may petition the circuit court to order:(a) The person to sign the record;(b) The person to deliver the record to the department for fil…
Fla. Stat. § 605.0205
Liability for inaccurate information in filed record
(1) If a record delivered to the department for filing under this chapter and filed by the department contains inaccurate information, a person who suffers a loss by reliance on such information may recover damages for the loss from:(a) A person who signed the record, or caused another to sign it on the person’s behalf…
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