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Florida Statutes

Chapter 605

Fla. Stat. ch. 605

Florida Revised Limited Liability Company Act

605.0101Short title 605.0102Definitions 605.0103Knowledge; notice 605.0104Governing law 605.0105Operating agreement; scope, function, and limitations 605.0106Operating agreement; effect on limited liability company and person becoming member; preformation agreement; other matters involving operating agreement 605.0107Operating agreement; effect on third parties and relationship to records effective on behalf of limited liability company 605.0108Nature, purpose, and duration of limited liability company 605.0109Powers 605.0110Limited liability company property 605.0111Rules of construction and supplemental principles of law 605.0112Name 605.01125Reserved name 605.0113Registered agent 605.0114Change of registered agent or registered office 605.0115Resignation of registered agent 605.0116Change of name or address by registered agent 605.0117Serving process, giving notice, or making a demand 605.0118Delivery of record 605.0119Waiver of notice 605.0201Formation of limited liability company; articles of organization 605.0202Amendment or restatement of articles of organization 605.0203Signing of records to be delivered for filing to department 605.0204Signing and filing pursuant to judicial order 605.0205Liability for inaccurate information in filed record 605.0206Filing requirements 605.0207Effective date and time 605.0208Withdrawal of filed record before effectiveness 605.0209Correcting filed record 605.0210Duty of department to file; review of refusal to file; transmission of information by department 605.0211Certificate of status 605.0212Annual report for department 605.0213Fees of the department 605.0214Powers of department 605.0215Certificates to be received in evidence and evidentiary effect of certified copy of filed document 605.0216Statement of dissociation or resignation 605.0301Power to bind limited liability company 605.0302Statement of authority 605.0303Statement of denial 605.0304Liability of members and managers 605.0401Becoming a member 605.0402Form of contribution 605.0403Liability for contributions 605.0404Sharing of distributions before dissolution and profits and losses 605.0405Limitations on distributions 605.0406Liability for improper distributions 605.0407Management of limited liability company 605.04071Delegation of rights and powers to manage 605.04072Selection and terms of managers in a manager-managed limited liability company 605.04073Voting rights of members and managers 605.04074Agency rights of members and managers 605.0408Reimbursement, indemnification, advancement, and insurance 605.04091Standards of conduct for members and managers 605.04092Conflict of interest transactions 605.04093Limitation of liability of managers and members 605.0410Records to be kept; rights of member, manager, and person dissociated to information 605.0411Court-ordered inspection 605.0501Nature of transferable interest 605.0502Transfer of transferable interest 605.0503Charging order 605.0504Power of legal representative 605.0601Power to dissociate as member; wrongful dissociation 605.0602Events causing dissociation 605.0603Effect of dissociation 605.0701Events causing dissolution 605.0702Grounds for judicial dissolution 605.0703Procedure for judicial dissolution; alternative remedies 605.0704Receivership or custodianship 605.0705Decree of dissolution 605.0706Election to purchase instead of dissolution 605.0707Articles of dissolution; filing of articles of dissolution 605.0708Revocation of articles of dissolution 605.0709Winding up 605.0710Disposition of assets in winding up 605.0711Known claims against dissolved limited liability company 605.0712Other claims against a dissolved limited liability company 605.0713Court proceedings 605.0714Administrative dissolution 605.0715Reinstatement 605.0716Judicial review of denial of reinstatement 605.0717Effect of dissolution 605.0801Direct action by member 605.0802Derivative action 605.0803Proper plaintiff 605.0804Special litigation committee 605.0805Proceeds and expenses 605.0806Voluntary dismissal or settlement; notice 605.0901Governing law 605.0902Application for certificate of authority 605.0903Effect of a certificate of authority 605.0904Effect of failure to have certificate of authority 605.0905Activities not constituting transacting business 605.0906Noncomplying name of foreign limited liability company 605.0907Amendment to certificate of authority 605.0908Revocation of certificate of authority 605.0909Reinstatement following revocation of certificate of authority 605.09091Judicial review of denial of reinstatement 605.0910Withdrawal and cancellation of certificate of authority 605.0911Withdrawal deemed on conversion to domestic filing entity 605.0912Withdrawal on dissolution, merger, or conversion to nonfiling entity 605.0913Action by Department of Legal Affairs 605.1001Relationship of the provisions of this section and ss. 605.1002-605.1072 to other laws 605.1002Charitable and donative provisions 605.1003Status of filings 605.1004Nonexclusivity 605.1005Reference to external facts 605.1006Appraisal rights 605.1021Merger authorized 605.1022Plan of merger 605.1023Approval of merger 605.1024Amendment or abandonment of plan of merger 605.1025Articles of merger 605.1026Effect of merger 605.1031Interest exchange authorized 605.1032Plan of interest exchange 605.1033Approval of interest exchange 605.1034Amendment or abandonment of plan of interest exchange 605.1035Articles of interest exchange 605.1036Effect of interest exchange 605.1041Conversion authorized 605.1042Plan of conversion 605.1043Approval of conversion 605.1044Amendment or abandonment of plan of conversion 605.1045Articles of conversion 605.1046Effect of conversion 605.1051Domestication authorized 605.1052Plan of domestication 605.1053Approval of domestication 605.1054Amendment or abandonment of plan of domestication 605.1055Articles of domestication 605.1056Effect of domestication 605.1061Appraisal rights; definitions 605.1062Assertion of rights by nominees and beneficial owners 605.1063Notice of appraisal rights 605.1064Notice of intent to demand payment 605.1065Appraisal notice and form 605.1066Perfection of rights; right to withdraw 605.1067Member’s acceptance of limited liability company’s offer 605.1068Procedure if member is dissatisfied with offer 605.1069Court action 605.1070Court costs and attorney fees 605.1071Limitation on limited liability company payment 605.1072Other remedies limited 605.1101Uniformity of application and construction 605.1102Relation to Electronic Signatures in Global and National Commerce Act 605.1103Tax exemption on income of certain limited liability companies 605.1104Interrogatories by department; other powers of department 605.1105Reservation of power to amend or repeal 605.1106Saving clause 605.1107Severability clause 605.1108Application to limited liability company formed under the Florida Limited Liability Company Act 605.2101Short title 605.2102Definitions 605.2103Nature of protected status 605.2104Powers and duration of protected series 605.2105Protected series governing law 605.2106Relation of a protected series operating agreement and the protected series provisions of this chapter 605.2107Additional limitations on operating agreements 605.2108Application of this chapter to protected series 605.2201Establishment of protected series; change of designation 605.2202Protected series name 605.2203Registered agent 605.2204Series limited liability company; service of process; giving notice or making demand 605.2205Certificate of status for domestic or foreign protected series 605.2206Information required in annual report; failure to comply 605.2301Associated asset 605.2302Associated member 605.2303Protected-series transferable interest 605.2304Management 605.2305Right of a person that is not an associated member of a protected series to information of a protected series 605.2401Limitations on liability 605.2402Claim seeking to disregard limitation of liability 605.2403Remedies of judgment creditor of associated member or other holder of a protected-series transferee 605.2404Enforcement of claim against non-associated asset 605.2501Events causing dissolution of protected series 605.2502Winding up dissolved protected series 605.2503Effects of reinstatement of series limited liability company; revocation of voluntary dissolution 605.2601Entity transactions involving a series limited liability company or a protected series of the company restricted; definitions 605.2602Restrictions on entity transactions involving protected series 605.2603Restrictions on entity transactions involving series limited liability company 605.2604Restrictions on merger 605.2605Plan of merger 605.2606Articles of merger 605.2607Effect of merger 605.2608Application of s. 605.2404 after merger 605.2701Governing law; foreign series limited liability companies and foreign protected series 605.2702No attribution of activities constituting transacting business or for establishing jurisdiction 605.2703Certificate of authority for foreign series limited liability company and foreign protected series; amendment of application 605.2704Disclosure required when a foreign series limited liability company or foreign protected series becomes a party to a proceeding 605.2801Relation to Electronic Signatures in Global and National Commerce Act 605.2802Effective date