Fla. Stat. ch. 608 – Limited Liability Companies | Midpage

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Florida Statutes

Chapter 608

Fla. Stat. ch. 608

Limited Liability Companies

608.401Short title 608.402Definitions 608.403Purpose 608.404Powers 608.405Formation 608.406Limited liability company name 608.4061Limited liability company; reserved name 608.4062Foreign limited liability company; registered name; application; renewal; revocation 608.407Articles of organization 608.408Execution of certificate or statement 608.4081Filing requirements 608.4082Filing duties of Department of State 608.409Effect of issuance of certificate of organization 608.4101Records to be kept 608.411Amendments to or restatements of articles of organization 608.412Supplemental affidavit of capital contributions 608.415Registered office and registered agent 608.416Change of registered office or registered agent 608.4211Contributions to capital and liability for contribution 608.422Management of limited liability company 608.4225General standards for managers and managing members 608.423Limited liability company regulations 608.4231Voting by members and managers 608.4232Admission of additional members 608.424Contracting debts 608.425Limited liability company property 608.426Distribution of property; impairment of capital 608.4261Sharing of profits and losses 608.427Withdrawal or reduction of members' contributions to capital 608.428Liability upon return of contribution 608.431Nature of interest of member in limited liability company 608.432Transferability of member's interest 608.433Right of assignee to become member 608.434Power of estate of deceased or incompetent member 608.436Liability of members and managers 608.4362Liability of managers and managing members 608.4363Indemnification of managing members, managers, officers, employees, and agents 608.437Unauthorized assumption of powers 608.438Merger of limited liability company 608.4381Action on plan of merger 608.4382Articles of merger 608.4383Effect of merger 608.4384Rights of dissenting members 608.441Dissolution 608.4411Revocation of dissolution 608.4421Claims against dissolved limited liability company 608.4431Effect of dissolution 608.444Distribution of assets upon dissolution 608.445Articles of dissolution 608.446Filing of articles of dissolution 608.447Cancellation of certificate of organization 608.448Grounds for administrative dissolution 608.4481Procedure for and effect of administrative dissolution 608.4482Reinstatement following administrative dissolution 608.4483Appeal from denial or reinstatement 608.449Grounds for judicial dissolution 608.4491Procedure for judicial dissolution 608.4492Receivership or custodianship 608.4493Decree of dissolution 608.4494Deposit with Department of Banking and Finance 608.4511Annual report for Department of State 608.452Fees of the Department of State 608.455Waiver of notice 608.461Jurisdiction of the circuit court 608.462Parties to actions by or against limited liability company 608.463Service of process 608.471Tax exemption on income of certain limited liability companies 608.501Foreign limited liability company; authority to transact business required 608.502Consequences of transacting business without authority 608.503Application for certificate of authority 608.504Amended certificate of authority 608.505Effect of certificate of authority 608.506Name of foreign limited liability company 608.507Registered office and registered agent of foreign limited liability company 608.508Change of registered office and registered agent of foreign limited liability company 608.509Resignation of registered agent or foreign limited liability company 608.5101Service of process; notice or demand on a foreign limited liability company 608.511Withdrawal of foreign limited liability company 608.512Grounds for revocation of authority to transact business 608.513Procedure for and effect of revocation 608.5135Revocation; application for reinstatement 608.514Appeal from revocation