Chapter 605 — Chapter 605
151 sections in this chapter.
Fla. Stat. § 605.0101 Short title
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Sections 605.0101-605.1108 may be cited as the “Florida Revised Limited Liability Company Act.”
Fla. Stat. § 605.0102 Definitions
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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 t…
Fla. Stat. § 605.0103 Knowledge; notice
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(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)(b), 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…
Fla. Stat. § 605.0104 Governing law
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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. (1) The internal affairs of a limited liabilit…
Fla. Stat. § 605.0105 Operating agreement; scope, function, and limitations
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(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…
Fla. Stat. § 605.0106 Operating agreement; effect on limited liability company and person becoming member; preformation agreement; other matters involving operating agreement
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(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…
Fla. Stat. § 605.0107 Operating agreement; effect on third parties and relationship to records effective on behalf of limited liability company
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(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 con…
Fla. Stat. § 605.0108 Nature, purpose, and duration of limited liability company
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(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. (1) A limited liability compan…
Fla. Stat. § 605.0109 Powers
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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…
Fla. Stat. § 605.0110 Limited liability company property
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(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 compa…
Fla. Stat. § 605.0111 Rules of construction and supplemental principles of law
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(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 pers…
Fla. Stat. § 605.0112 Name
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(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…
Fla. Stat. § 605.01125 Reserved name
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(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 na…
Fla. Stat. § 605.0113 Registered agent
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(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…
Fla. Stat. § 605.0114 Change of registered agent or registered office
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(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 fo…
Fla. Stat. § 605.0115 Resignation of registered agent
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(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.(…
Fla. Stat. § 605.0116 Change of name or address by registered agent
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(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 registere…
Fla. Stat. § 605.0117 Serving process, giving notice, or making a demand
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(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 th…
Fla. Stat. § 605.0118 Delivery of record
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(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 …
Fla. Stat. § 605.0119 Waiver of notice
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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 w…
Fla. Stat. § 605.0201 Formation of limited liability company; articles of organization
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(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 compan…
Fla. Stat. § 605.0202 Amendment or restatement of articles of organization
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(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 n…
Fla. Stat. § 605.0203 Signing of records to be delivered for filing to department
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(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 c…
Fla. Stat. § 605.0204 Signing and filing pursuant to judicial order
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(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 deli…
Fla. Stat. § 605.0205 Liability for inaccurate information in filed record
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(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 a…
Fla. Stat. § 605.0206 Filing requirements
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(1) A record authorized or required to be delivered to the department for filing under this chapter must be captioned to describe the record’s purpose, be in a medium authorized by the department, and be delivered to the department. If all filing fees are paid, the department sha…
Fla. Stat. § 605.0207 Effective date and time
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Except as otherwise provided in s. 605.0208, and subject to s. 605.0209(3), any document delivered to the department for filing under this chapter may specify an effective time and a delayed effective date. In the case of initial articles of organization, a prior effective date m…
Fla. Stat. § 605.0208 Withdrawal of filed record before effectiveness
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(1) Except as otherwise provided in ss. 605.1001-605.1072, a record delivered to the department for filing may be withdrawn before it takes effect by delivering to the department for filing a withdrawal statement.(2) A withdrawal statement must:(a) Be signed by each person who si…
Fla. Stat. § 605.0209 Correcting filed record
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(1) A person on whose behalf a filed record was delivered to the department for filing may correct the record if:(a) The record at the time of filing was inaccurate;(b) The record was defectively signed;(c) The electronic transmission of the record to the department was defective…
Fla. Stat. § 605.0210 Duty of department to file; review of refusal to file; transmission of information by department
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(1) The department files a document by stamping or otherwise endorsing the document as “filed,” together with the department’s official title and the date and time of receipt.(2) After filing a record, the department shall send notice of the filing to the electronic mail address …
Fla. Stat. § 605.0211 Certificate of status
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(1) The department, upon request and payment of the requisite fee, shall issue a certificate of status for a limited liability company if the records filed in the department show that the department has accepted and filed the company’s articles of organization. A certificate of s…
Fla. Stat. § 605.0212 Annual report for department
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(1) A limited liability company or a registered foreign limited liability company shall deliver to the department for filing an annual report that states the following:(a) The name of the limited liability company or, if a foreign limited liability company, the name under which t…
Fla. Stat. § 605.0213 Fees of the department
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The fees of the department under this chapter are as follows:(1) For furnishing a certified copy, $30.(2) For filing original articles of organization or articles of revocation of dissolution, $100.(3) For filing a foreign limited liability company’s application for a certificate…
Fla. Stat. § 605.0214 Powers of department
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The department has the authority reasonably necessary to administer this chapter efficiently, to perform the duties imposed upon it, and to adopt reasonable rules necessary to carry out its duties and functions under this chapter.
Fla. Stat. § 605.0215 Certificates to be received in evidence and evidentiary effect of certified copy of filed document
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All certificates issued by the department in accordance with this chapter shall be taken and received in all courts, public offices, and official bodies as prima facie evidence of the facts stated. A certificate from the department delivered with a copy of a document filed by the…
Fla. Stat. § 605.0216 Statement of dissociation or resignation
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(1) A member of a limited liability company may file a statement of dissociation with the department containing the following:(a) The name of the limited liability company.(b) The name and signature of the dissociating member.(c) The date the member withdrew or will withdraw.(d) …
Fla. Stat. § 605.0301 Power to bind limited liability company
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A person does not have the power to bind a limited liability company, except to the extent the person:(1) Is an agent of the company by virtue of s. 605.04074;(2) Has the authority to do so under the articles of organization or operating agreement of the company;(3) Has the autho…
Fla. Stat. § 605.0302 Statement of authority
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(1) A limited liability company may file a statement of authority. The statement:(a) Must include the name of the company as it appears on the records of the department, and the street and mailing addresses of its principal office;(b) With respect to a specified status or positio…
Fla. Stat. § 605.0303 Statement of denial
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A person who is named in a filed statement of authority granting that person authority may deliver to the department for filing a statement of denial signed by that person which:(1) Provides the name of the limited liability company and the caption of the statement of authority t…
Fla. Stat. § 605.0304 Liability of members and managers
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(1) A debt, obligation, or other liability of a limited liability company is solely the debt, obligation, or other liability of the company. A member or manager is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other…
Fla. Stat. § 605.0401 Becoming a member
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(1) If a limited liability company is to have only one member upon formation, the person becomes a member as agreed by that person and the authorized representative of the company. That person and the authorized representative may be, but need not be, different persons. If differ…
Fla. Stat. § 605.0402 Form of contribution
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A contribution may consist of tangible or intangible property or other benefit to a limited liability company, including money, services performed, promissory notes, other agreements to contribute money or property, and contracts for services to be performed.
Fla. Stat. § 605.0403 Liability for contributions
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(1) A promise by a person to contribute to the limited liability company is not enforceable unless it is set out in a writing signed by the person.(2) A person’s obligation to make a contribution to a limited liability company is not excused by the person’s death, disability, or …
Fla. Stat. § 605.0404 Sharing of distributions before dissolution and profits and losses
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(1) Distributions made by a limited liability company before its dissolution and winding up must be shared by the members and persons dissociated as members on the basis of the agreed value, as stated in the company’s records, of the contributions made by each of the members and …
Fla. Stat. § 605.0405 Limitations on distributions
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(1) A limited liability company may not make a distribution, including a distribution under s. 605.0710, if after the distribution:(a) The company would not be able to pay its debts as they become due in the ordinary course of the company’s activities and affairs; or(b) The compa…
Fla. Stat. § 605.0406 Liability for improper distributions
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(1) Except as otherwise provided in subsection (2), if a member of a member-managed limited liability company or manager of a manager-managed limited liability company consents to a distribution made in violation of s. 605.0405 and, in consenting to the distribution, fails to com…
Fla. Stat. § 605.0407 Management of limited liability company
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(1) A limited liability company is a member-managed limited liability company unless the operating agreement or articles of organization:(a) Expressly provide that:1. The company is or will be manager-managed;2. The company is or will be managed by managers; or3. Management of th…
Fla. Stat. § 605.04071 Delegation of rights and powers to manage
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A member or manager of a limited liability company has the power and authority to delegate to one or more other persons the member’s or manager’s, as the case may be, rights and powers to manage and control the business and affairs of the limited liability company, including the …
Fla. Stat. § 605.04072 Selection and terms of managers in a manager-managed limited liability company
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In a manager-managed limited liability company, the following rules apply:(1) A manager may be chosen at any time by the consent of the member or members holding more than 50 percent of the then-current percentage or other interest in the profits of the limited liability company …
Fla. Stat. § 605.04073 Voting rights of members and managers
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(1) In a member-managed limited liability company, the following rules apply:(a) Each member has the right to vote with respect to the management and conduct of the company’s activities and affairs.(b) Each member’s vote is proportionate to that member’s then-current percentage o…