Chapter 605 — Chapter 605

(1) In a member-managed limited liability company, the following rules apply:(a) Except as provided in subsection (3), each member is an agent of the limited liability company for the purpose of its activities and affairs, and an act of a member, including signing an agreement or…

(1) A limited liability company may reimburse a member of a member-managed company or a manager of a manager-managed company for any payment made by the member or manager in the course of the member’s or manager’s activities on behalf of the company if the member or manager compl…

(1) Each manager of a manager-managed limited liability company and member of a member-managed limited liability company owes fiduciary duties of loyalty and care to the limited liability company and members of the limited liability company.(2) The duty of loyalty includes:(a) Ac…

(1) As used in this section, the following terms and definitions apply:(a) A member or manager is “indirectly” a party to a transaction if that member or manager has a material financial interest in or is a director, officer, member, manager, or partner of a person, other than th…

(1) A manager in a manager-managed limited liability company or a member in a member-managed limited liability company is not personally liable for monetary damages to the limited liability company, its members, or any other person for any statement, vote, decision, or failure to…

(1) A limited liability company shall keep at its principal office or another location the following records:(a) A current list of the full names and last known business, residence, or mailing addresses of each member and manager.(b) A copy of the then-effective operating agreeme…

(1) If a limited liability company does not allow a member, manager, or other person who complies with s. 605.0410(2)(a), (3)(a), (3)(b), or (4), as applicable, to inspect and copy any records required by that section to be available for inspection, the circuit court in the count…

A transferable interest is personal property.

(1) Subject to s. 605.0503, a transfer, in whole or in part, of a transferable interest:(a) Is permissible;(b) Does not by itself cause a member’s dissociation or a dissolution and winding up of the limited liability company’s activities and affairs; and(c) Does not entitle the t…

(1) On application to a court of competent jurisdiction by a judgment creditor of a member or a transferee, the court may enter a charging order against the transferable interest of the member or transferee for payment of the unsatisfied amount of the judgment with interest. Exce…

If a member who is an individual dies or a court of competent jurisdiction adjudges the member to be incompetent to manage the member’s person or property, the member’s legal representative may exercise all of the member’s rights for the purpose of settling the member’s estate or…

(1) A person has the power to dissociate as a member at any time, rightfully or wrongfully, by withdrawing as a member by express will under s. 605.0602(1).(2) A person’s dissociation as a member is wrongful only if the dissociation:(a) Is in breach of an express provision of the…

A person is dissociated as a member if any of the following occur:(1) The company has notice of the person’s express will to withdraw as a member, but if the person specified a withdrawal date later than the date the company had notice, on that later date.(2) An event stated in t…

(1) If a person is dissociated as a member:(a) The person’s right to participate as a member in the management and conduct of the company’s activities and affairs terminates;(b) If the company is member-managed, the person’s duties and obligations under s. 605.04091 as a member e…

A limited liability company is dissolved and its activities and affairs must be wound up upon the occurrence of the following:(1) An event or circumstance that the operating agreement states causes dissolution.(2) The consent of all the members.(3) The passage of 90 consecutive d…

(1) A circuit court may dissolve a limited liability company:(a) In a proceeding by the Department of Legal Affairs if it is established that:1. The limited liability company obtained its articles of organization through fraud; or2. The limited liability company has continued to …

(1) Venue for a proceeding brought under s. 605.0702 lies in the circuit court of the county where the limited liability company’s principal office is or was last located, as shown by the records of the department, or, if there is or was no principal office in this state, in the …

(1) A court in a judicial proceeding brought to dissolve a limited liability company may appoint one or more receivers to wind up and liquidate or one or more custodians to manage the business and affairs of the limited liability company. The court shall hold a hearing, after not…

(1) If, after a hearing, the court determines that one or more grounds for judicial dissolution described in s. 605.0702 exist, the court may enter a decree dissolving the limited liability company and specifying the effective date of the dissolution, and the clerk of the court s…

(1) In a proceeding initiated by a member of a limited liability company under s. 605.0702(1)(b), the company may elect, or, if it fails to elect, one or more other members may elect, to purchase the entire interest of the petitioner in the company at the fair value of the intere…

(1) Upon the occurrence of an event described in s. 605.0701(1)-(3), the limited liability company shall deliver for filing articles of dissolution as provided in this section.(2) The articles of dissolution must state the following:(a) The name of the limited liability company.(…

(1) A limited liability company that has dissolved as the result of an event described in s. 605.0701(1)-(3) and filed articles of dissolution with the department, but has not filed a statement of termination which has become effective, may revoke its dissolution at any time befo…

(1) A dissolved limited liability company shall wind up its activities and affairs and, except as otherwise provided in ss. 605.0708 and 605.0715, the company continues after dissolution only for the purpose of winding up.(2) In winding up its activities and affairs, a limited li…

(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 th…

(1) A dissolved limited liability company or successor entity, as defined in subsection (14), may dispose of the known claims against it by following the procedures described in subsections (2)-(7).(2) A dissolved limited liability company or successor entity shall deliver to eac…

(1) A dissolved limited liability company or successor entity, as defined in s. 605.0711(14), may choose to execute one of the following procedures to resolve payment of unknown claims:(a) The company or successor entity may file notice of its dissolution with the department on t…

(1) A dissolved limited liability company that has filed or published a notice under s. 605.0712(1)(a) or (1)(b) may file an application with the circuit court in the applicable county, as defined in s. 605.0711(15), for a determination of the amount and form of security to be pr…

(1) The department may dissolve a limited liability company administratively if the company does not:(a) Deliver its annual report to the department by 5:00 p.m. Eastern Time on the third Friday in September of each year;(b) Pay a fee or penalty due to the department under this c…

(1) A limited liability company that is administratively dissolved under s. 605.0714 or former s. 608.4481 may apply to the department for reinstatement at any time after the effective date of dissolution. The company must submit all fees and penalties then owed by the company at…

(1) If the department denies a limited liability company’s application for reinstatement after administrative dissolution, the department shall serve the company with a notice in a record that explains the reason or reasons for the denial.(2) Within 30 days after service of a not…

(1) Dissolution of a limited liability company does not:(a) Transfer title to the limited liability company’s assets;(b) Prevent commencement of a proceeding by or against the limited liability company in its name;(c) Abate or suspend a proceeding pending by or against the limite…

(1) Subject to subsection (2), a member may maintain a direct action against another member, a manager, or the limited liability company to enforce the member’s rights and otherwise protect the member’s interests, including rights and interests under the operating agreement or th…

A member may maintain a derivative action to enforce a right of a limited liability company if:(1) The member first makes a demand on the other members in a member-managed limited liability company or the managers of a manager-managed limited liability company requesting that the…

A derivative action to enforce a right of a limited liability company may be commenced only by a person who is a member at the time the action is commenced and:(1) Was a member when the conduct giving rise to the action occurred; or(2) Whose status as a member devolved on the per…

(1) If a limited liability company is named as or made a party in a derivative action, the company may appoint a special litigation committee to investigate the claims asserted in the derivative action and determine whether pursuing the action is in the best interest of the compa…

(1) Except as otherwise provided in subsection (2):(a) Proceeds or other benefits of a derivative action under s. 605.0802, whether by judgment, compromise, or settlement, belong to the limited liability company and not to the plaintiff; and(b) If the plaintiff receives any proce…

(1) A derivative action on behalf of a limited liability company may not be voluntarily dismissed or settled without the court’s approval.(2) If the court determines that a proposed voluntary dismissal or settlement will substantially affect the interest of the limited liability …

(1) The law of the state or other jurisdiction under which a foreign limited liability company exists governs:(a) The organization and internal affairs of the foreign limited liability company; and(b) The liability of a member as member and a manager as manager for the debts, obl…

(1) A foreign limited liability company may not transact business in this state until it obtains a certificate of authority from the department. A foreign limited liability company may apply for a certificate of authority to transact business in this state by delivering an applic…

(1) Unless the department determines that an application for a certificate of authority of a foreign limited liability company to transact business in this state does not comply with the filing requirements of this chapter, the department shall, upon payment of all filing fees, a…

(1) A foreign limited liability company transacting business in this state or its successors may not maintain an action or proceeding in this state unless it has a certificate of authority to transact business in this state.(2) The successor to a foreign limited liability company…

(1) The following activities, among others, do not constitute transacting business within the meaning of s. 605.0902(1):(a) Maintaining, defending, or settling any proceeding.(b) Holding meetings of the managers or members or carrying on other activities concerning internal compa…

(1) A foreign limited liability company whose name is unavailable under or whose name does not otherwise comply with s. 605.0112 shall use an alternate name that complies with s. 605.0112 to transact business in this state. An alternate name adopted for use in this state shall be…

(1) A foreign limited liability company authorized to transact business in this state shall deliver for filing an amendment to its certificate of authority to reflect the change of any of the following:(a) Its name on the records of the department.(b) Its jurisdiction of formatio…

(1) A certificate of authority of a foreign limited liability company to transact business in this state may be revoked by the department if:(a) The foreign limited liability company does not deliver its annual report to the department by 5 p.m. Eastern Time on the third Friday i…

(1) A foreign limited liability company whose certificate of authority has been revoked may apply to the department for reinstatement at any time after the effective date of the revocation. The foreign limited liability company applying for reinstatement must submit all fees and …

(1) If the department denies a foreign limited liability company’s application for reinstatement after revocation of its certificate of authority, the department must serve the foreign limited liability company, pursuant to s. 605.0117(2), with a written notice that explains the …

(1) To cancel its certificate of authority to transact business in this state, a foreign limited liability company must deliver to the department for filing a notice of withdrawal of certificate of authority. The certificate of authority is canceled when the notice becomes effect…

A registered foreign limited liability company authorized to transact business in this state that converts to a domestic limited liability company or to another domestic entity that is organized, incorporated, registered or otherwise formed through the delivery of a record to the…

(1) A registered foreign limited liability company that has dissolved and completed winding up, has merged into a foreign entity that is not authorized to transact business in this state, or has converted to a domestic or foreign entity that is not organized, incorporated, regist…